TCR_Public/130628.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, June 28, 2013, Vol. 17, No. 177

                            Headlines

11850 DEL PUERTO: Frandzel Robins Approved as Receiver's Counsel
1ST FINANCIAL: Stockholders Elect Two Directors
710 LONG RIDGE: Nursing Homes Have Until Oct. 22 to File Plan
ACTIVECARE INC: Sold Volu-Sol Reagents Business Assets
AEROVISION HOLDINGS: Section 341(a) Meeting Set on Aug. 1

AFFINION GROUP: Refinancing Risk Cues Moody's to Cut CFR to Caa2
ALL AMERICAN PET: Board OKs 160 Million Shares 2013 Equity Plan
ALL AMERICAN PET: To Offer 160MM Common Shares Under 2013 Plan
ALHAMBRA RESOURCES: Expects to File Financial Statements July 2
AM CASTLE: S&P Lowers Corp. Credit Rating to 'B'; Outlook Stable

AMF BOWLING: Wins Confirmation of Reorganization Plan
APARTMENT INVESTMENT: Fitch Assigns 'BB+' Issuer Default Rating
APPLIED MINERALS: Appoints Yash Khanna Chief Technology Officer
ARCAPITA BANK: Has Final OK for $175-Mil. Goldman Financing
ATLANTIC COAST: Terminates Planned Merger with Bond Street

BALLENGER CONSTRUCTION: CEMEX Suit Removed to Federal Court
BEACON ENTERPRISE: Consummates Merger with Focus
BEALL CORP: July 17 Hearing on Adequacy of Plan Outline
BIOFUEL ENERGY: Stockholders Re-Elect Seven Directors
BIOLIFE SOLUTIONS: Stockholders Elect Six Directors

BOSTON BIOMEDICAL: Moody's Review of Caa3-Rated Bonds Continue
CASH STORE: Appoints Eugene I. Davis as Director & Chairman
CASPIAN ENERGY: Fails to Pay 9.34-Mil. Debt to Meridian
CEDAR CREEK: Case Summary & 5 Unsecured Creditors
CENGAGE LEARNING: Said to Be Filing Prepack Bankruptcy Next Week

CENTENNIAL BEVERAGE: Taps BYGH Tax as Property Tax Consultant
CHINA GINSENG: Amends Reports to Address SEC Comments
CLARENDON PROPERTIES: Voluntary Chapter 11 Case Summary
COMMUNITY HOME: July 9 Hearing on Grantham Poole Employment
CONSOLIDATED CONTAINER: S&P Raises Rating on $370MM Loan to 'B+'

CRAWFORDSVILLE LLC: Has Until Aug. 4 to File Chapter 11 Plan
CRYOPORT INC: Incurs $6.4 Million Net Loss in Fiscal 2013
DIGITAL ANGEL: Acquires All Outstanding Shares of VeriTeQ
DR HORTON: Fitch Affirms 'BB' Long-Term Issuer Default Rating
DR HORTON: S&P Raises Corp. Credit Rating to 'BB'; Outlook Stable

DYNEGY POWER: S&P Withdraws 'B' Issuer Credit Rating
EASTERN HILLS: Section 341(a) Meeting Scheduled for July 24
EASTMAN KODAK: Amends Proposed Rights Offering Procedures
EASTMAN KODAK: Wins Court Approval of Plan Outline
EASTMAN KODAK: Wins Court Approval to Obtain $895-Million Loan

EASTMAN KODAK: Wins Approval to Sign Agreement With Flextronics
EASTMAN KODAK: Laura Quatela to Leave Consumer Segment
EC CLOSING: Three Prommis Holdings Units in Chapter 11
EL CENTRO MOTORS: Court Confirms Reorganization Plan
ELITE PHARMACEUTICALS: Amends 80.8MM Shares Resale Prospectus

ENERGYSOLUTIONS INC: S&P Assigns Pos. Outlook & Affirms 'B' CCR
FIRST STREET HOLDINGS: Court Okays Accord With MS Mission et al
FTS GROUP: SEC Revokes Registration of Securities
GFI GROUP: S&P Lowers Issuer Credit & Sr. Unsec. Ratings to 'B+'
GLIMCHER REALTY: Moody's Lifts Preferred Stock Rating to 'B1'

HAWAII OUTDOOR: Trustee Can Use Cash Collateral Until July 8
HIGH PERFORMANCE: Judge Says Stern Rights Can Be Waived
HOUGHTON MIFFLIN: Fitch Affirms 'B+' Issuer Default Rating
HRK HOLDING: Seeks Additional $1.1MM Financing from Regions Bank
IGPS COMPANY: U.S. Trustee Names 3 Members to Creditors' Committee

INTEGRATED FREIGHT: Incurs $14.3 Million Net Loss in 2012
IOWORLDMEDIA INC: Z. McAdoo Held 17.3% Equity Stake at June 20
JACKSONVILLE BANCORP: President and CEO Quits
LEHMAN BROTHERS: Appeal Advances on Paying Creditors' Lawyers
LEHMAN BROTHERS: Judge Backs Trustee Over Banks in Repo Dispute

LUXLAS FUND: Debt Facility Amendments No Impact on Moody's B1 CFR
MANASOTA GROUP: Late Filed 1st Qtr. 2012 Report Shows $11K Profit
MEDICOR LTD: SEC Revokes Registration of Securities
MERCANTILE BANCORP: Files Chapter 11; Has Deal to Sell Assets
MF GLOBAL: CFTC Sues Corzine, O'Brien for Misuse of Customer Funds

MICROMED TECHNOLOGY: Meeting to Form Creditors' Panel on July 2
NNN CYPRESSWOOD: Welch Moves to New Firm, Withdraws as Counsel
NNN PARKWAY: Hearing on Cash Collateral Continued Until July 10
NORTH AMERICAN: SEC Revokes Registration of Securities
NORTHCORE TECHNOLOGIES: Annual Meeting Set on July 23

NOVADEL PHARMA: Meeting on Sale to Suda Reset to July 19
NSR SURGICAL: Meeting to Form Creditors' Panel on July 2
ORCHARD SUPPLY: Puma Capital Held 5.6% Class A Shares at June 21
OZ GAS: RBS Citizens Wants Disclosure Statement Tossed
PACIFIC GOLD: Al Landau Held 7.5% Equity Stake at April 22

PARK SIDE: Avery Laub Approved as Chief Restructuring Officer
PARK SIDE: Wants to Incur $300,000 DIP Loan From Classon Estates
PARK SIDE: Creditors Have Until July 3 to File Proofs of Claim
PARK SIDE: Robinson Brog Approved as Bankruptcy Counsel
PARKER BROS: Case Summary & 2 Unsecured Creditors

PETROQUEST ENERGY: $200MM Add-On Notes Gets Moody's 'Caa1' Rating
PLASTIPAK HOLDINGS: Moody's Lowers Rating on $225MM Notes to Caa1
PLYMOUTH OIL: Can Continue to Use Cash Collateral
POSEIDON CONCEPTS: Counsel Appointed for Investor Class in CCAA
PROMMIS HOLDINGS: Puts Three More Subsidiaries Into Chapter 11

PUERTO DEL REY: First Amended Joint Plan Declared Effective
PULTEGROUP INC: S&P Raises CCR to 'BB'; Outlook Stable
QUALITY DISTRIBUTION: Moody's Upgrades CFR One Notch to 'B2'
QUIGLEY CO: New York Court Confirms New Bankruptcy-Exit Plan
RABBINICAL SEMINARY: Voluntary Chapter 11 Case Summary

RADIAN GROUP: Appoints Derek Bummer as EVP & Chief Risk Officer
RANCHER ENERGY: Incurs $215K Net Loss in Fiscal 2013
RAPID AMERICAN: May Hire BST Advisors as Tax Accountants
RCP WOUND CARE: Updated Case Summary & Creditors' Lists
RENEGADE HOLDINGS: Ch.11 Trustee Wants Sale Hearing Moved

RESIDENTIAL CAPITAL: Examiner Finds $3.1BB Ally Claims Are Solid
REVOLUTION DAIRY: Has Access to Cash Collateral Through July 31
RICEBRAN TECHNOLOGIES: Shareholders Elect Five Directors
RIVER CANYON: Fuller Sotheby's Okayed as Listing Agent & Broker
RIVER CANYON: Gets Court Approval for $500,000 DIP Financing

RIVER CANYON: Exclusive Solicitation Period Extended to July 31
ROBINSON GROUP: Case Summary & 20 Largest Unsecured Creditors
ROCKWELL MEDICAL: To Offer 1.5 Million Shares Under 2007 LTIP
SAND TECHNOLOGY: Incurs C$149K Net Loss in Third Quarter
SCOOTER STORE: Court Clears to Auction Assets in August

SHELLS SEAFOOD: SEC Revokes Registration of Securities
SHOE PAVILION: SEC Revokes Registration of Securities
SOLAR TRUST: Liquidation Plan Declared Effective in March
SONORAN ENERGY: SEC Revokes Registration of Securities
SOUND SHORE: Selling to Montefiore Without Auction

ST. CLAIR: Moody's Lowers General Obligation Rating to Ba2
TENET HEALTHCARE: S&P Affirms 'B' Corp. Credit Rating
THQ INC: Exclusive Solicitation Period Extended Until Aug. 16
TPO HESS: Has July 10 Hearing to Confirm Prepackaged Plan
TRAINOR GLASS: Status Hearing on Plan Continued to July 10

TRANSDIGM GROUP: Fitch Affirms 'B' Issuer Default Ratings
TRI-LAND PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
TRIBUNE COMPANY: Tax Claims No Impact on Moody's 'Ba3' CFR
TRENDSET INC: Sold to AFS Logistics for $1.14 Million
TRINITY COAL: Essar Fights Creditor Probe

TRIPLE POINT: Moody's Assigns 'Caa1' CFR; Outlook Stable
U.S. RENAL: Moody's Eyes Possible Downgrade of 'B2' CFR
U.S. RENAL: S&P Puts 'B+' 1st Lien Debt Rating on Watch Negative
UNIFIED 2020: Taps Southland Property as Property Tax Consultants
UNIVERSAL HEALTH: Kapila & Company Approved as Financial Advisors

UNIVERSAL HEALTH: Has Green Light to Terminate 401(k) Plan
UNIVERSAL HEALTH: Trustee Can Hire Trenam Kemker as Counsel
VERTIS HOLDINGS: GA Keen to Sell 5 Industrial Properties
VIASAT INC: Negative Cash Flow Cues Moody's to Lower CFR to B1
VISUALANT INC: Director James Gingo Quits

VITESSE SEMICONDUCTOR: Closes $40.2 Million Common Stock Offering
WESCO AIRCRAFT: Strong Performance Cues Moody's to Keep Ba3 CFR
WINTDOTS DEVELOPMENT: Kennedy Funding Balks at Plan Confirmation

* Bankruptcy Filings Move Up Slightly, NACM's June CMI Shows
* Capital Restructure Group Says $2.6MM Commercial Loan Modified
* Supreme Court to Decide on Power to Take Bankrupt's Property

* BOOK REVIEW: Land Use Policy in the United States

                            *********

11850 DEL PUERTO: Frandzel Robins Approved as Receiver's Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Patrick Galentine, duly-appointed state court receiver
and custodian for 11850 Del Pueblo LLC, to employ Frandzel Robins
Bloom & Csato, L.C. as special bankruptcy counsel.

The hourly rates of Frandzel Robins' personnel are:

         Craig A. Welin                $430
         Reed S. Waddell               $410
         Christopher D. Crowell        $270

Frandzel Robins did not receive a retainer with respect to its
representation of the receiver.

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

The proposed counsel can be reached at:

         Craig A. Welin, Esq.
         Reed S. Waddell, Esq.
         FRANDZEL ROBINS BLOOM & CSATO, L.C.
         6500 Wilshire Boulevard, 17th Floor
         Los Angeles, CA 90048-4920
         Tel: (323) 852-1000
         Fax: (323) 651-2577
         E-mails: cwelin@franzel.com
                  rwaddell@franzel.com

                      About 11850 Del Pueblo

11850 Del Pueblo, LLC, first filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 12-42819) in Los Angeles on Sept. 27, 2012.
The Debtor, a Single Asset Real Estate under 11 Sec. 101(51B),
owns property on 11850 Valley Boulevard, in El Monte, California.
The property, according to the schedules filed together with the
petition, is worth $9 million and secures a $17.5 million claim.
Levi Reuben Uku, Esq., at The Law Offices of Levi Reuben Uku
serves as counsel to the Debtor.

The Court dismissed the bankruptcy case on Oct. 12, 2012, due to
the Debtor's failure to timely file certain necessary documents.

The Debtor filed a second petition (Bankr. C.D. Cal. 12-44726)
on Oct. 15.

Bankruptcy Judge Robert N. Kwan presides over the case.

U.S. Bank National Association, as trustee, successor-in-interest
to Bank of America, N.A., as Trustee, as successor by merger to
LaSalle Bank National Association, as Trustee, for the Registered
Holders of Deutsche Mortgage & Asset Receiving Corporation
Mortgage Pass-Through Certificates, Series CD2006-CD3, is
represented by Alan M. Feld, Esq., M. Reed Mercado, Esq., and Adam
McNeile, Esq., at Sheppard, Mullin, Richter & Hampton LLP.


1ST FINANCIAL: Stockholders Elect Two Directors
-----------------------------------------------
At 1st Financial Services Corporation's annual meeting of
stockholders held on June 24, 2013, stockholders elected Van F.
Phillips as director for a term of three years and Michael G.
Mayer as director for a term of two years.  The stockholders
approved, a non-binding advisory basis, the compensation of 1st
Financial's named executive officers and ratified the appointment
of Elliott Davis PLLC as independent accountants for the fiscal
year ending Dec. 31, 2013.

                        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's primary market area is southwestern North Carolina.

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.

1st Financial'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.


710 LONG RIDGE: Nursing Homes Have Until Oct. 22 to File Plan
-------------------------------------------------------------
Judge Donald H. Steckroth of the U.S. Bankruptcy Court for the
District of New Jersey extended until Oct. 22, 2013, the period by
which 710 Long Ridge Road Operating Company II, LLC, et al., have
exclusive right to file a plan and until Dec. 21, 2013, the period
by which they have exclusive right to solicit acceptances of that
plan.

                       About 710 Long Ridge

710 Long Ridge Road Operating Company II, LLC and four affiliates
own sub-acute and long-term nursing care facilities for the
elderly in Connecticut.  The facilities, which are managed by
HealthBridge Management LLC, are Long Ridge of Stamford, Newington
Health Care Center, Westport Health Care Center, West River Health
Care Center, and Danbury Health Care Center.

710 Long Ridge and its affiliates sought Chapter 11 protection
(Bankr. D.N.J. Case Nos. 13-13653 to 13-13657) on Feb. 24, 2013 to
modify their collective bargaining agreements with the New England
Health Care Employees Union, District 1199, SEIU.

The Debtors owe $18.9 million to M&T Bank and $7.99 million on
loans from the U.S. Department of Housing and Urban Development
Federal Housing Administration.

The Debtors are represented by Michael D. Sirota, Esq., Gerald H.
Gline, Esq., David M. Bass, Esq., and Ryan T. Jareck, Esq., at
Cole, Schotz, Meisel, Forman & Leonard, P.A., in Hackensack, New
Jersey.  Logan & Company, Inc. is the claims and notice agent.
Alvarez & Marsal Healthcare Industry Group, LLC, is the financial
advisor.

Porzio, Bromberg & Newman, P.C., represents the Official Committee
of Unsecured Creditors.  The Committee tapped to retain
EisnerAmper LLP as accountant.


ACTIVECARE INC: Sold Volu-Sol Reagents Business Assets
------------------------------------------------------
ActiveCare, Inc., sold all of the assets used in its medical
diagnostic stains and solutions segment conducted under the
business registration name "Volu-Sol Reagents".  The assets were
sold to an unrelated third party pursuant to a written Asset
Purchase Agreement.  The assets included (a) all items of tangible
personal property of the Corporation used in connection with or
associated with the Volu-Sol Business, including furniture,
fixtures, equipment, supplies, inventory, as well as the
Corporation's interest under a Multi-Tenant Industrial Gross
Lease, dated Nov. 9, 2010, for 11,500 square feet of general
office and warehouse space located at 5095 West 2100 South, West
Valley City, Utah, and all rights of the Corporation under and
with respect to any third party product warranties applicable to
any of the assets disposed of under the agreement.  The purchaser
of the assets was The Horrocks Company, LLC, a newly formed entity
under the control of Scott Horrocks, a former employee of the
Corporation.

The purchase price included a cash payment at closing in the
amount of $220,000.  In addition, The Horrocks will make future
payments on each of the first, second, third, fourth and fifth
anniversary of the closing date in an amount equal to 5 percent of
the net income of The Horrocks for the previous 12-month period
ending on that anniversary date.  No payment will be required in
any given year in which The Horrocks' revenue attributable to the
Volu-Sol Business is less than $465,000.

                         About ActiveCare

South West Valley City, Utah-based ActiveCare, Inc., is organized
into three business segments based primarily on the nature of the
Company's products.  The Stains and Reagents segment is engaged in
the business of manufacturing and marketing medical diagnostic
stains, solutions and related equipment to hospitals and medical
testing labs.  The CareServices segment is engaged in the business
of developing, distributing and marketing mobile health monitoring
and concierge services to distributors and customers.  The Chronic
Illness Monitoring segment is primarily engaged in the monitoring
of diabetic patients on a real time basis.

The Company's business plan is to develop and market products for
monitoring the health of and providing assistance to mobile and
homebound seniors and the chronically ill, including those who may
require a personal assistant to check on them during the day to
ensure their safety and well being.

ActiveCare incurred a net loss of $12.36 million for the year
ended Sept. 30, 2012, compared with a net loss of $7.89 million
during the prior year.  The Company's balance sheet at March 31,
2013, showed $10.95 million in total assets, $17.78 million in
total liabilities and a $6.82 million total stockholders' deficit.

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2012, citing recurring
operating losses and an accumulated deficit which conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


AEROVISION HOLDINGS: Section 341(a) Meeting Set on Aug. 1
---------------------------------------------------------
A meeting of creditors in the bankruptcy case of Aerovision
Holdings 1 Corp will be held on Aug. 1, 2013, at 8:30 a.m. at 1515
N Flagler Dr. Room 870, West Palm Beach.  Creditors have until
Oct. 30, 2013, to submit their proofs of claim.

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

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

Aerovision Holdings 1 Corp filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 13-24624) on June 21 in its home-town in West
Palm Beach, Florida.  Mark Daniels signed the petition as
president.  The Debtor estimated assets in excess of $10 million
and liabilities of $1 million to $10 million.  Craig I. Kelley,
Esq., at Kelley & Fulton, PL, serves as the Debtor's counsel.


AFFINION GROUP: Refinancing Risk Cues Moody's to Cut CFR to Caa2
----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Affinion Group Holdings, Inc. to Caa2 from B3 to reflect
Moody's view that Affinion's capital structure may be
unsustainable. The ratings on all debt instruments were
downgraded. Additionally, the Speculative Grade Liquidity rating
was lowered SGL-4 from SGL-3. The ratings outlook remains
negative.

Ratings lowered at Affinion Group Holdings, Inc.

- Corporate Family Rating, to Caa2 from B3

- Probability of Default Rating, to Caa2-PD from B3-PD

- Speculative Grade Liquidity Rating, to SGL-4 from SGL-3

- $325 million senior unsecured notes due 2015, to Ca (LGD6,
   93%) from Caa2 (LGD6, 93%)

Ratings lowered at Affinion Group, Inc.

- $165 million senior secured revolver due 2015, to B2 (LGD2,
   21%) from Ba3 (LGD2, 21%)

- $1,125 million senior secured term loan due 2016, to B2 (LGD2,
   21%) from Ba3 (LGD2, 21%)

- $475 million senior unsecured notes due 2018, to Caa3 (LGD4,
   65%) from Caa1 (LGD4, 65%)

- $356 million senior subordinated notes due 2015, to Caa3
   (LGD5, 84%) from Caa2 (LGD5, 84%)

Ratings Rationale:

The Caa2 CFR reflects growing refinancing risk for Affinion's
upcoming debt maturities in light of high financial leverage. With
springing provisions in the credit facility, up to $1.7 billion of
debt could mature in 2015 and Moody's expects total debt / EBITDA
to remain above 7.5x over the next 12-18 months. Additionally, the
parent holding company does not currently have the cash to make
the interest payment due on the notes in November 2014, and the
restricted payments basket in the credit facility limits
distributions.

"Affinion's current capital structure may be unsustainable absent
an equity infusion, divestiture of assets, or material rebound in
consolidated revenues and earnings", said Moody's analyst Suzanne
Wingo. "The downgrade reflects the heightened probability that
Affinion may need to restructure a portion of its debt through a
distressed exchange, which Moody's would consider a default".

The rating incorporates Moody's expectation that consolidated
performance over the next 12-18 months will remain weak due to
ongoing headwinds in the core domestic Membership and Insurance &
Packaging segments, only partly offset by robust growth in other
segments. The change in the liquidity rating to SGL-4 reflects
Moody's view that Affinion will have a weak liquidity profile due
to negative free cash flow, reduced availability under the
revolver as the leverage covenant tightens, and the lack of cash
at the holdings company to make the November 2014 interest
payment.

The negative outlook reflects Moody's expectation that Affinion
will continue to experience declines in consolidated revenues and
EBITDA through 2013, although revenues are expected to stabilize
in 2014. Debt / EBITDA is expected to exceed 8x at the end of 2013
and remain above 7.5x in 2014. The outlook also incorporates
Moody's view that absent an equity infusion or opportunistic
refinancing of the capital structure, Affinion will become
increasingly likely to resort to a distressed exchange of its debt
or some other restructuring detrimental to creditors.

The ratings could be downgraded if Moody's believes that: i)
Affinion's liquidity profile will deteriorate further than
initially expected; ii) Affinion fails to secure an amendment to
the restricted payments basket in a timely manner, or; iii)
Affinion is unable to refinance its capital structure by mid-year
2014. The outlook could be stabilized if an amendment to the
restricted payments basket is negotiated that provides the
holdings company with the ability to make required interest
payments over the next couple years, and if Affinion experiences a
material improvement in the end market demand for its products and
services. The ratings could be upgraded if Affinion takes
meaningful steps to protect the interests of creditors via the
divestiture of assets with proceeds applied towards debt
repayment, or with an equity infusion of a sizeable amount, so
that the ability to sustain the capital structure becomes more
likely.

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.

Affinion is a leading provider of marketing services and loyalty
programs to many of the largest financial service companies
globally. Affinion provides credit monitoring and identity-theft
resolution, accidental death and dismemberment insurance, discount
travel services, loyalty programs, and various checking account
and credit card enhancement services. Affinion is 70% owned by
private equity sponsor Apollo Management V, L.P. and generates
revenues of about $1.4 billion annually.


ALL AMERICAN PET: Board OKs 160 Million Shares 2013 Equity Plan
---------------------------------------------------------------
The board of directors of All American Pet Company, Inc.,
authorized the 2013 Equity Compensation Plan covering 160,000,000
shares of the Company's common stock.  The purpose of the 2013
Plan is to enable the Company to compensate and offer to its
employees, officers, directors and consultants, whose past,
present or potential contributions to the Company have been, are
or will be important to its success, an opportunity to acquire a
proprietary interest in the company.  Grants under the plan may
either be:

     * stock options;

     * awards of the Company's common stock; or
  
     * rights to make direct purchases of the Company's common
       stock which may be subject to certain restrictions.

Any option granted under the 2013 Plan must provide for an
exercise price of not less than 50 percent of the fair market
value of the underlying shares on the date of grant.  The term of
each plan option and the manner in which it may be exercised is
determined by the board of directors or the compensation
committee.  In the event of any stock split of the Company's
outstanding common stock, the board of directors in its discretion
may elect to maintain the stated amount of shares reserved under
the plan without giving effect to that stock split.  Subject to
the limitation on the aggregate number of shares issuable under
the plan, there is no maximum or minimum number of shares as to
which a stock grant or plan option may be granted to any person.

A copy of the 2013 Plan is available for free at:

                        http://is.gd/nj4Dic

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

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

"The Company has incurred consistent losses, limited liquid
assets, significant past due debts, and has a stockholders'
deficit...[T]hese conditions, among others, raise substantial
doubt as to its ability to continue as a going concern," according
to the Company's quarterly report for the period ended March 31,
2013.


ALL AMERICAN PET: To Offer 160MM Common Shares Under 2013 Plan
--------------------------------------------------------------
All American Pet Company, Inc., registered with the U.S.
Securities and Exchange Commission 160,000,000 shares of common
stock issuable under the Company's 2013 Equity Incentive Plan.
The proposed maximum aggregate offering price is $1.6 million.  A
copy of the Form S-8 prospectus is available at:

                       http://is.gd/Jg85E0

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

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

"The Company has incurred consistent losses, limited liquid
assets, significant past due debts, and has a stockholders'
deficit.  According to the Company, these conditions, among
others, raise substantial doubt as to its ability to continue as a
going concern," according to the Company's quarterly report for
the period ended March 31, 2013.


ALHAMBRA RESOURCES: Expects to File Financial Statements July 2
---------------------------------------------------------------
Alhambra Resources Ltd. on June 26 confirmed that the auditors for
Alhambra are completing the audit of its 2012 Annual Audited
Financial Statements, and the Corporation expects to file these
statements on SEDAR on or before July 2, 2013.

In addition, Alhambra is completing its Interim Financial
Statements and MD&A for the three months ended March 31, 2013 and
anticipates filing these documents on SEDAR within the same time
period.

On April 19, 2013, Alhambra disclosed that it expected a delay in
filing its 2012 annual audited financial statements, management's
discussion and analysis and CEO and CFO certificates.  Alhambra is
providing bi-weekly default status reports in accordance with
National Policy 12-203 - Cease Trade Orders for Continuous
Disclosure Defaults.

Once Alhambra completes these filings, it will have satisfied its
financial filing requirements, and will no longer be issuing any
further bi-weekly Default Status Reports under Section 4.4 of
National Policy 12-203 - Alternative Information Guidelines.

                           About Alhambra

Alhambra -- http://www.alhambraresources.com-- is a Canadian
based international exploration and production corporation
producing gold in Kazakhstan.

Alhambra common shares trade in Canada on The TSX Venture Exchange
under the symbol ALH, in the United States on the Over-The-Counter
Pink Sheets Market under the symbol AHBRF and in Germany on the
Frankfurt Open Market under the symbol A4Y.


AM CASTLE: S&P Lowers Corp. Credit Rating to 'B'; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered the ratings, including
the corporate credit rating, on Oak Brook, Ill.-based A.M. Castle
& Co. to 'B' from 'B+'.  The outlook is stable.  The recovery
rating on the company's senior secured notes remains '4',
indicating S&P's expectation for average (30% to 50%) recovery in
the event of payment default.

"The downgrade reflects our expectation that operating conditions
for A.M. Castle will remain difficult for the next 12 months due
to slower-than-expected demand from its key aerospace and defense
and energy end markets," said Standard & Poor's credit analyst
Megan Johnston.

As a result, S&P expects adjusted EBITDA of between $60 million
and $70 million in 2013 and 2014, compared with about $74 million
in 2012, which S&P estimates will lead to leverage in excess of 5x
and funds from operations (FFO) to debt of about 10% each year.
S&P considers these measures to be more in line with the 'B'
rating and "highly leveraged" financial risk profile.

The rating on Castle also reflects Standard & Poor's assessment of
the company's "weak" business risk and "adequate" liquidity to
meet its needs over the next 24 months.

The stable rating outlook reflects S&P's view that Castle's
operating performance should gradually improve during the next 12
to 18 months as a result of the company's restructuring efforts
and gradual end market improvements.  S&P also based the stable
outlook on its view that liquidity should remain adequate, as the
company tends to generate cash during periods of weaker demand.
S&P expects leverage in excess of 5x and FFO to debt of about 10%,
which S&P considers to be in line with the 'B' rating and highly
leveraged financial profile.

S&P could lower the ratings if it no longer deemed liquidity to be
adequate.  This could occur if demand weakens further or raw
material costs rise, resulting in increased revolver borrowings
and the possibility of triggering the ABL's fixed-charge coverage
covenant.  If Castle were to pursue a large debt-financed
acquisition or other shareholder friendly action, S&P would
consider lowering the rating.

S&P could raise the ratings if demand improves and Castle is able
to cut costs, such that adjusted leverage improves to and is
sustained at roughly 4.5x or lower.  This could occur if the
company reduces debt by $50 million to $100 million or if EBITDA
margins sustainably exceed 6% in an improving sales environment.


AMF BOWLING: Wins Confirmation of Reorganization Plan
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMF Bowling Worldwide Inc. received court approval of
a Chapter 11 reorganization plan on June 25 where ownership is
going to second-lien creditors owed $80 million and to Strike
Holdings LLC, the owner of six high end bowling centers operating
under the name Bowlmor.

The report recounts that AMR's original reorganization plan called
for holders of $218 million in first-lien debt to become owners in
exchange for debt.  For better treatment, junior lenders assembled
their own plan based on a business combination with Strike
Holdings.  In addition to Bowlmor, the new plan's sponsors are
affiliates of Cerberus Capital Management LP and JPMorgan Chase
& Co., who together hold 70 percent of the second-lien debt and
11.5 percent of the first-lien notes.

According to the report, the new plan pays off the first-lien debt
in full with interest at the non-default rate.  In exchange for
debt, second-lien creditors receive 20 percent of the stock of the
combined companies, to be called Bowlmor AMF.  For another 57.5
percent of the combined companies' equity, second-lien noteholders
can participate in an offering to provide a $50 million second-
lien loan.  The offering is backstopped by Cerberus, JPMorgan and
an affiliate of Credit Suisse Group AG, which will purchase any
part of the loan not subscribed by other second-lien holders.  In
return for contributing Bowlmor to the new company, owners of
Strike Holdings emerge with 22.5 percent of the equity of the
combined companies.

According to the report, unsecured creditors with claims totaling
from $29 million to $34 million are to receive $2.35 million in
cash for a recovery between 7 percent and 8 percent, according to
the court-approved disclosure statement.  Second-lien holders'
deficiency claims won't receive any part of the pool for unsecured
creditors.  The official unsecured creditors' committee supported
the new plan, considering how it was an improvement over the
original plan offering them $300,000, for a predicted 1 percent
recovery.

                    About AMF Bowling Worldwide

AMF Bowling Worldwide Inc. is the largest operator of bowling
centers in the world.  The Company and several affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case Nos. 12-36493 to
12-36508) on Nov. 12 and 13, 2012, after reaching an agreement
with a majority of its secured first lien lenders and the landlord
of a majority of its bowling centers to restructure through a
first lien lender-led debt-for-equity conversion, subject to
higher and better offers through a marketing process.  At the time
of the bankruptcy filing, AMF operated 262 bowling centers across
the United States and, through its non-Debtor facilities, and 8
bowling centers in Mexico -- more than three times the number of
bowling centers of its closest competitor.

Debt for borrowed money totals $296 million, including
$216 million on a first-lien term loan and revolving credit,
and $80 million on a second-lien term loan.

Mechanicsville, Virginia-based AMF first filed for bankruptcy
reorganization in July 2001 and emerged with a confirmed
Chapter 11 plan in February 2002 by giving unsecured creditors
7.5% of the new stock.  The bank lenders, owed $625 million,
received a combination of cash, 92.5% of the stock, and $150
million in new debt.  At the time, AMF had over 500 bowling
centers.

Judge Kevin R. Huennekens oversees the 2012 case, taking over from
Judge Douglas O. Tice, Jr.  Patrick J. Nash, Jr., Esq., Jeffrey D.
Pawlitz, Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis
LLP; and Dion W. Hayes, Esq., John H. Maddock III, Esq., and Sarah
B. Boehm, Esq., at McGuirewoods LLP, serve as the Debtors'
counsel.  Moelis & Company LLC serves as the Debtors' investment
banker and financial advisor.  McKinsey Recovery & Transformation
Services U.S., LLC, serves as the Debtors' restructuring advisor.
Kurtzman Carson Consultants LLC serves as the Debtors' claims and
noticing agent.

Kristopher M. Hansen, Esq., Sayan Bhattacharyya, Esq., and
Marianne S. Mortimer, Esq., at Stroock & Stroock & Lavan LLP; and
Peter J. Barrett, Esq., and Michael A. Condyles, Esq., at Kutak
Rock LLP, represent the first lien lenders.

An ad hoc group of second lien lenders is represented by Lynn L.
Tavenner, Esq., and Paula S. Beran, Esq., at Tavenner & Beran,
PLC; and Ben H. Logan, Esq., Suzzanne S. Uhland, Esq., and
Jennifer M. Taylor, Esq., at O'Melveny & Myers LLP.

The Official Committee of Unsecured Creditors retained Pachulski
Stang Ziehl & Jones LLP as its lead counsel; Christian & Barton,
LLP as its local counsel; and Mesirow Financial Consulting, LLC as
its financial advisors.


APARTMENT INVESTMENT: Fitch Assigns 'BB+' Issuer Default Rating
---------------------------------------------------------------
Fitch Ratings has assigned credit ratings to Apartment Investment
& Management Company (NYSE: AIV), AIMCO Properties, L.P. and
AIMCO/Bethesda Holdings, Inc. (collectively, AIMCO) as follows:

Apartment Investment & Management Company
-- Issuer Default Rating (IDR) 'BB+';
-- Secured Revolving Credit Facility 'BB+';
-- Preferred Stock 'BB-'.

AIMCO Properties, L.P. (as co-borrower under secured revolving
credit facility)
-- IDR 'BB+';
-- Secured Revolving Credit Facility 'BB+';

AIMCO/Bethesda Holdings, Inc. (as co-borrower under secured
revolving credit facility)
-- IDR 'BB+';
-- Secured Revolving Credit Facility 'BB+';

The Rating Outlook is Positive.

Key Rating Drivers

The 'BB+' rating takes into account AIMCO's large, well-
diversified portfolio, improving balance sheet highlighted by
reduced leverage and growing unencumbered asset pool, simplified
portfolio strategy, conservative dividend payout ratio, and modest
development risk. These credit strengths are balanced by a small
unencumbered asset pool, elevated leverage and weak fixed charge
coverage relative to Fitch-rated investment grade peers, and
execution risk tied to planned asset sales over the next several
years.

The Positive Rating Outlook anticipates further progress toward
building an unencumbered pool to a size and quality that is
consistent with that of an investment grade rating. The Rating
Outlook also reflects Fitch's view that the company's leverage and
fixed charge coverage will continue to improve over the next 12 -
24 months to levels more consistent with those of an investment
grade issuer.

LARGE, WELL-DIVERSIFIED PORTFOLIO

AIMCO has a granular $8.4 billion real estate portfolio - the
largest property comprises only 4.2% of gross asset value with the
top 25 assets comprising 47%. These assets are also well-
diversified by geography and asset quality. The underlying
granularity and diversity across these assets insulates the
company's cash flow from idiosyncratic event risk, a credit
positive.

NON-RECOURSE, PROPERTY-LEVEL BORROWER

AIMCO's debt financing strategy focuses on secured, non-recourse,
property-level borrowings with limited corporate debt. This
financing strategy inhibits financial flexibility given that
nearly all of the portfolio is encumbered and cannot provide
contingent liquidity in a weak capital markets environment. The
company does not intend to issue corporate debt in the foreseeable
future, which does partially mitigate the limited size of the
unencumbered pool.

GROWING UNENCUMBERED ASSET POOL

Despite the company's secured debt borrowing approach, the company
has recently shifted its strategy to grow and maintain a modest
pool of unencumbered assets via the repayment of maturing mortgage
debt. At March 31, 2013, the unencumbered pool was comprised of
three properties with an estimated value of $134 million based on
a stressed 8% cap rate. By year end 2014, Fitch anticipates the
pool will grow to over $220 million, which enhances AIMCO's
financial flexibility. The pool would need to grow to at least
$500 million (based on a stressed 8% capitalization rate) and have
the same or better asset quality relative to AIMCO's encumbered
pool for Fitch to consider an investment grade rating.

ADEQUATE LEVERAGE AND FIXED CHARGE COVERAGE

AIMCO's leverage was 7.8x at March 31, 2013, which is adequate for
the 'BB+' rating. Fitch expects leverage to decline to below 7.0x
by 2015. Fitch defines leverage as net debt divided by recurring
operating EBITDA.

Fixed charge coverage for the most recent quarter was 2.0x, which
is strong for the rating. Fitch expects coverage will improve to
the low 2x range. Fitch defines fixed charge coverage as recurring
operating EBITDA less recurring capital expenditures, divided by
total interest incurred and preferred dividends. These metrics are
generally indicative of a 'BBB-' rating for a large, well-
diversified apartment REIT.

REDEVELOPMENT-DRIVEN GROWTH STRATEGY

AIMCO's growth strategy conservatively emphasizes the
redevelopment of existing properties as opposed to greenfield
development projects, which Fitch views favorably. The investment
strategy also considers improving overall asset quality in a
leverage-neutral manner while generating attractive risk-adjusted
IRR's. The redevelopment of existing assets provides the highest
risk-adjusted returns and is expected be the primary driver for
external growth over the near-term, given current market
conditions and pricing levels in AIV's core markets.

CONSERVATIVE DIVIDEND PAYOUT

AIMCO reduced its normalized dividend more than 80% in 2009 to
align distributions with the weak operating environment brought
about by the financial crisis. AIV has since grown the dividend
gradually since early 2011 and most recently increased the rate
25% in Jan. 2013 to $0.24/share from $0.20/share. Longer-term,
Fitch expects that the company will maintain a conservative AFFO
payout ratio in the 60% range, a credit positive given retained
cash flow can be used to repay a portion of secured debt
amortization requirements of approximately $80 million per year.

Rating Sensitivities

The following factors may have a positive impact on AIMCO's
ratings:

-- Growing the unencumbered pool to $500 million (based on
    a stressed 8% capitalization rate) with asset quality
    consistent with the overall portfolio;

-- Fitch's expectation of leverage sustaining below 7.5x
    (leverage at Mar. 31, 2013 was 7.8x);

-- Fixed charge coverage sustaining above 2.0x (coverage for
    the quarter ended Mar. 31, 2013 was 2.0x);

The following factors may have a negative impact on the company's
ratings and/or Outlook:

-- Fitch's expectation of leverage sustaining above 8.5x;

-- Fitch's expectation of fixed charge coverage sustaining
    below 1.5x;

-- Encumbrance of the current unencumbered asset pool.


APPLIED MINERALS: Appoints Yash Khanna Chief Technology Officer
---------------------------------------------------------------
Applied Minerals, Inc., has appointed Yash Khanna, Ph.D., as the
Company's new Chief Technology Officer.  In his capacity as CTO,
Dr. Khanna will lead the Company's R&D activities and assume an
integral role in the marketing, sales and technical support of the
Company's DragoniteTM products.

Dr. Khanna is a globally recognized expert in plastics, functional
fillers and additives with over 38 years of industry experience.
From 2005 through 2009 Dr. Khanna served as a Senior Technology
Fellow/Director of Technology for Imerys, a $5 billion leading
minerals-based specialty solutions company.  From 2001 through
2004 he was a manager of the Reinforced Engineered Thermoplastics
division at Rayonier, a $3.6 billion leading international forest
products company.

The great majority of Dr. Khanna's professional career was spent
at Honeywell (formerly Allied Signal) where, from 1975-2001, he
worked in the firm's Corporate Research and Technology Center as a
Research Group Leader/Senior Principal Scientist.  At Honeywell he
also held the position of Business Unit Liaison to the firm's
Specialty Films segment and was a key technologist for the
Packaging Resins business where he was involved in new product
development and marketing for North America and Europe.  Since
2009 he has been the President of InnoPlast Solutions, a leading
consulting firm providing educational conferences, courses, and
problem solving services to the plastics industry.  Dr. Khanna had
been a technical consultant for Applied Minerals since 2010, a
time during which he developed an in-depth understanding of the
Company's Dragonite material, successfully introducing the product
to a number of companies that are at various stages of
commercialization.

Dr. Khanna received his M.S. and Ph.D. degrees in Polymer Science
& Engineering from Polytechnic Institute of New York University.
Dr. Khanna has authored more than 120 research publications, is
listed as an inventor of 25 U.S. patents, and has been awarded the
Plastics Engineer's International "Engineering/Technology" Award
(2001), the North American Thermal Analysis Society's Fellowship
(1998) and the International Mettler Award (1997).

According to Andre Zeitoun, president and CEO of Applied Minerals,
"I am very excited to have Dr. Yash Khanna join the Company as our
Chief Technology Officer.  His wealth of experience with
developing and marketing advanced plastic applications, in
conjunction with his vast network of industry contacts, will help
us accelerate the penetration of our Dragonite products into their
respective target markets.  Dr. Khanna's in-depth understanding of
our Dragonite products will facilitate a quick and seamless
transition into our organization.  We look forward to Dr. Khanna
joining our management team."

According to Dr. Khanna, "I believe the commercial opportunities
for Dragonite halloysite clay are significant within the polymer
industry.  As a consultant I've assisted Applied Minerals in
developing commercial relationships with certain large potential
users of Dragonite products.  I expect to utilize my technical
expertise and industry contacts to help the Company realize the
full potential of its unique material.  I am very excited to be
joining the team at Applied Minerals to accelerate the
commercialization of the Company's Dragonite product offering."

                      About Applied Minerals

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

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

                           Going Concern

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

                         Bankruptcy Warning

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


ARCAPITA BANK: Has Final OK for $175-Mil. Goldman Financing
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
entered Tuesday its final order authorizing Arcapita Bank
B.S.C.(c) and certain of its affiliated debtors to obtain
replacement postpetition financing of up to $175 million from
Goldman Sachs International to repay to repay existing
postpetition financing from CF ARC LLC, as investment agent and
security agent for the Participants.  A copy of the order is
available at http://bankrupt.com/misc/arcapita.doc1304.pdf

                        About Arcapita Bank

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

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

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

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

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

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

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

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

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

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

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


ATLANTIC COAST: Terminates Planned Merger with Bond Street
----------------------------------------------------------
Atlantic Coast Financial Corporation provided notice to Bond
Street Holdings, Inc., by letter dated June 24, 2013, that it was
terminating the Agreement and Plan of Merger, dated Feb. 25, 2013,
as amended on April 22, 2013, pursuant to which the Company would
have merged with and into Bond Street and Atlantic Coast Bank
would have merged with and into Florida Community Bank, N.A., and
stockholders of the Company would have received $5.00 in cash for
each share.

Section 9.01(d)(2) of the Merger Agreement provided that either
the Company or Bond Street could terminate the Merger Agreement if
stockholders of the Company did not approve the Merger Agreement
by June 21, 2013.  The Company's stockholders failed to approve
the Merger Agreement at the Company's Special Meeting of
Stockholders on June 11, 2013.

                       About Atlantic Coast

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

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

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

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


BALLENGER CONSTRUCTION: CEMEX Suit Removed to Federal Court
-----------------------------------------------------------
Emma Perez-Trevino, writing for Valley Morning Star, reports that
a civil lawsuit that CEMEX Construction Materials South filed in
state District Court against a surety on the U.S. Highway 77 state
project in Harlingen and San Benito that Ballenger Construction
Company had, has been moved to federal court.  Liberty Mutual
Insurance Company, named as defendant in the lawsuit initially
filed in state District Court in May, recently gave notice of
removal to the U.S. District Court for the Southern District of
Texas.

The report says CEMEX is attempting to recover a debt of nearly
$88,000 from Ballenger's payment and performance bond surety on
the project.  CEMEX maintains that it supplied Ballenger with
materials necessary for the highway project between July 1, 2012,
and Oct. 31, 2012.  According to the lawsuit, Liberty has failed
and refused to pay the amount owed.

                About Ballenger Construction

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


BEACON ENTERPRISE: Consummates Merger with Focus
------------------------------------------------
Beacon Enterprise Solutions Group, Inc., has closed its merger
with Focus Venture Partners, Inc., on June 19, 2013.

Prior to the closing, the parties entered into an Amended and
Restated Agreement and Plan of Merger pursuant to which Beacon
will be merged with Focus, a subsidiary of Optos Capital Partners,
LLC, with Focus continuing as the surviving corporation.

In connection with the Merger, all of the Company's directors
except for Bruce Widener resigned and the Company appointed
Richard Coyle to its board of directors.  All directors hold
office until the next annual meeting of stockholders and the
election and qualification of their successors.  Officers are
elected annually by the board of directors and serve at the
discretion of the board.

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

                        http://is.gd/jMFZjh

                      About Beacon Enterprise

Beacon Enterprise Solutions Group, Inc., headquartered in
Louisville, Ky., provides international telecommunications and
information technology systems (ITS) infrastructure services,
encompassing a comprehensive suite of consulting, design,
installation, and infrastructure management offerings.  Beacon's
portfolio of infrastructure services spans all professional and
construction requirements for design, build and management of
telecommunications, network and technology systems infrastructure.
Professional services offered include consulting, engineering,
program management, project management, construction services and
infrastructure management services.  Beacon offers these services
under either a comprehensive contract option or unbundled to the
Company's global and regional clients.

The Company's balance sheet at June 30, 2012, showed $7.3 million
in total assets, $8.8 million in total liabilities, and a
stockholders' deficit of $1.5 million.

For the nine months ended June 30, 2012, the Company generated a
net loss of $5.9 million, which included a non-cash impairment of
intangible assets of $2.1 million and other non-cash expenses
aggregating $1.9 million.  Cash used in operations amounted to
$1.0 million for the nine months ended June 30, 2012.  As of June
30, 2012, the Company's accumulated deficit amounted to $42.6
million, with cash and cash equivalents of $75,000 and a working
capital deficit of $4.9 million.  "These conditions raise
substantial doubt about the Company's ability to continue as a
going concern," the Company said in its quarterly report for the
period ended June 30, 2012.


BEALL CORP: July 17 Hearing on Adequacy of Plan Outline
-------------------------------------------------------
The Bankruptcy Court rescheduled to July 17, 2013, at 1:30 p.m.,
the hearing to consider adequacy of information in the Disclosure
Statement explaining Beall Corporation's Plan of Liquidation dated
April 5, 2013.

According to the Disclosure Statement, most of Debtor's assets
have already been sold by the Debtor, and the proceeds from the
sales have been distributed to its secured creditor, KeyBank
National Association, or retained by the Debtor.  The Debtor's
remaining assets will be sold by the Plan Agent and utilized by
Debtor or distributed to Debtor's creditors in accordance with the
Plan.

The Plan provides that all Allowed Administrative Expense Claims,
Priority Tax Claims and Other Priority Claims will be paid in
full.  Administrative Expense Claims will be paid in full on the
Effective Date, and Priority Tax Claims and Other Priority Claims
will be paid in full with interest no later than three years after
the Effective Date.

In addition, the Plan provides that the Allowed Secured Claim of
KeyBank will be paid in full with interest no later than three
years after the Effective Date.

Holders of Allowed General Unsecured Claims will receive a Pro
Rata Distribution of Available Cash promptly following the payment
in full of all Allowed Priority Tax Claims, Other Priority Claims,
and KeyBank's Allowed Secured Claim.

All Equity Interests will be canceled on the Effective Date.
Commencing on the Effective Date, the Debtor will be managed by a
Plan Agent who will be the sole shareholder, director, and officer
of Debtor and who will have full power and authority to manage the
Debtor and carry out the provisions of the Plan.

Subject to any restrictions imposed on Debtor in the Plan, the
Debtor will fund its Plan obligations and its ongoing
expenses and liabilities from its existing Cash (including cash in
the Reserve Account), Cash generated from Avoidance Actions, and
Cash generated from further liquidation of its Assets.

A copy of the Disclosure Statement is available at:

     http://bankrupt.com/misc/beallcorp.doc352.pdf

                   About Beall Corporation

Portland, Oregon-based Beall Corporation, a manufacturer of
lightweight, efficient, and durable tanker trucks, trailers and
related products, filed a Chapter 11 bankruptcy petition (Bankr.
D. Ore. Case No. 12-37291) on Sept. 24, 2012, estimating at least
$10 million in assets and liabilities.  Founded in 1905, Beall has
four factories and nine sale branches across the U.S.  The Debtor
has 285 employees, with an average weekly payroll of $300,000.

Judge Elizabeth L. Perris presides over the case.  Albert N.
Kennedy, Esq. at Tonkon Torp LLP represents the Debtor in its
restructuring effort.  The Debtor disclosed, in an amended
schedules $14,015,232 in assets and $29,187,325 in liabilities as
of the Chapter 11 filing.

Wabash National Corporation on Feb. 4 successfully closed on its
acquisition of certain assets of Beall's tank and trailer business
for $15 million.

Robert D. Miller Jr., the U.S. Trustee for Region 18, appointed
six members to the official committee of unsecured creditors.
Ball Janik LLP represents the Committee.


BIOFUEL ENERGY: Stockholders Re-Elect Seven Directors
-----------------------------------------------------
BioFuel Energy Corp. held its annual meeting of stockholders on
June 20, 2013, at which these directors were re-elected to the
Company's board of directors:

   (1) Mark W. Wong;
   (2) Scott H. Pearce;
   (3) Elizabeth K. Blake;
   (4) David Einhorn;
   (5) Richard I. Jaffee;
   (6) John D. March; and
   (7) Ernest J. Sampias.

In addition, the ratification of Grant Thornton LLP as the
Company's independent registered public accounting firm for the
2013 fiscal year was approved.

                       About Biofuel Energy

Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) --
http://www.bfenergy.com/-- aims to become a leading ethanol
producer in the United States by acquiring, developing, owning and
operating ethanol production facilities.  It currently has two
115 million gallons per year ethanol plants in the Midwestern corn
belt.

Biofuel Energy disclosed a net loss of $46.32 million on $463.28
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $10.36 million on $653.07 million of net sales
during the prior year.  The Company's balance sheet at March 31,
2013, showed $249.02 million in total assets, $198.98 million in
total liabilities and $50.04 million in total equity.

Grant Thornton LLP, in Denver, Colorado, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company incurred a net loss of $46.3 million during the year
ended Dec. 31, 2012, is in default under the terms of the Senior
Debt Facility, and has ceased operations at its Fairmont ethanol
facility.  These conditions, among other matters, raise
substantial doubt about the Company's ability to continue as a
going concern.

                        Bankruptcy Warning

"Although the Company intends to diligently explore and pursue any
number of strategic alternatives, we cannot assure you that it
will be able to do so on terms acceptable to the Company or to the
lenders under the Senior Debt Facility, if at all.  In addition,
in either the case of a transfer of the assets of the Operating
Subsidiaries to the lenders under the Senior Debt Facility or a
sale of one or both of our plants ...  we cannot assure you as to
what value, if any, may be derived for shareholders of the Company
from such transfer or sale.  The lenders under the Senior Debt
Facility could also elect to exercise their remedies under the
Senior Debt Facility and take possession of their collateral,
which could require us to seek relief through a filing under the
U.S. Bankruptcy Code," according to the Company's annual report
for the year ended Dec. 31, 2012.


BIOLIFE SOLUTIONS: Stockholders Elect Six Directors
---------------------------------------------------
BioLife Solutions Inc. held its 2013 annual meeting of
stockholders on June 20, 2013, at which the Company's
stockholders:

   (1) elected Michael Rice, Roderick de Greef, Thomas
       Girschweiler, Raymond Cohen, Andrew Hinson and Rick Stewart
       as directors to hold office until the 2014 Annual Meeting;

   (2) approved, by a non-binding vote, the compensation of the
       Company's named executive officers;

   (3) indicated "every 3 years" as the desired frequency of
       future advisory vote on executive compensation;

   (4) approved the 2013 Performance Incentive Plan; and

   (5) ratified the appointment of Peterson Sullivan LLP as the
       Company's independent registered public accounting firm for
       2013.

                      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.


BOSTON BIOMEDICAL: Moody's Review of Caa3-Rated Bonds Continue
--------------------------------------------------------------
Moody's maintains the Caa3 rating on Boston Biomedical Research
Institute's Series 1999 bonds under review. The review has been
revised from possible downgrade to direction uncertain, in light
of a recent notice publicly released by the bond trustee stating
that bondholders are expected to be paid in full when the research
facility is sold on or about July 1, 2013. These bonds were issued
through the Massachusetts Development Finance Agency. Moody's
expects to continue to review the rating as new information
becomes available on the final settlement to bond holders.

What Could Make the Rating Go Up

Final settlement to bond holders in full, immediately after sale
of office and laboratory building.

What Could Make the Rating Go Down

Material deterioration of available resources which would reduce
the likelihood of recovery further.

Methodology

The rating was assigned by evaluating factors believed to be
relevant to the credit profile of the Boston Biomedical Research
Institute such as 1) the business risk and competitive position of
the issuer versus others within its industry or sector, ii) the
capital structure and financial risk of the issuer, iii) the
projected performance of the issuer over the near to intermediate
term, iv) the issuer's history of achieving consistent operating
performance and meeting budget or financial plan goals, v) the
nature of the dedicated revenue stream pledged to the bonds, vi)
the debt service coverage provided by such revenue stream, vii)
the legal structure that documents the revenue stream and the
source of payment, and vii) the issuer's management and governance
structure related to payment. Other methodologies and factors that
may have been considered in the process of rating this issuer can
also be found in the Credit Policy & Methodologies directory.


CASH STORE: Appoints Eugene I. Davis as Director & Chairman
-----------------------------------------------------------
The Cash Store Financial Services Inc. on June 26 announced the
appointment of Eugene I. Davis as a director and Chairman of the
Board effective June 26th, 2013.  The Company had previously
announced that its Board was separating the roles of Chairman and
Chief Executive Officer.

"We welcome Gene to Cash Store Financial and look forward to
benefiting from his valuable corporate experience.  Gene brings a
wealth of experience, both domestically and internationally,
across a wide range of businesses along with expertise in areas
such as strategic planning, mergers and acquisitions and
experience helping companies transition business models while
generating value," said Gordon J. Reykdal, Chief Executive
Officer.  "The appointment also reflects our commitment to
improving corporate governance in a manner consistent with best
practices for public companies."

Mr. Davis, 58, has served on over forty public company boards.
Mr. Davis currently serves as Chairman of the Board of Atlas Air
Worldwide Holdings Inc., an air cargo services provider and the
world's largest operator of Boeing 747 freighter aircraft, and
U.S. Concrete, Inc., a provider of ready-mix concrete and related
building materials to the U.S. marketplace.  In addition, Mr.
Davis serves on the Board of Directors of Global Power Equipment
Group Inc., Spectrum Brands Holdings Inc. and WMI Holdings Corp.

During the past five years, Mr. Davis has also been a director of
American Commercial Lines Inc., Delta Airlines, Foamex
International Inc., Granite Broadcasting Corporation, Ion Media
Networks, Inc., Media General, Inc., Mosaid Technologies, Inc.,
Ogelbay Norton Company, PRG-Schultz International Inc., Silicon
Graphics International, Terrastar Corp., Tipperary Corporation and
Viskase, Inc.

Mr. Davis holds a bachelor's degree from Columbia College, a
master of international affairs degree in international law and
organization from the School of International Affairs of Columbia
University, and a Juris Doctorate from Columbia University School
of Law.

                   About Cash Store Financial

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

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

Cash Store Financial employs approximately 1,900 associates.

                          *     *     *

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

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

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


CASPIAN ENERGY: Fails to Pay 9.34-Mil. Debt to Meridian
-------------------------------------------------------
Caspian Energy Inc. on June 26 disclosed that it has received
notices of a failure to make a payment from Meridian Capital
International Fund under Caspian's Amended and Restated
Convertible Debentures dated July 8, 2011 for failure to pay the
principal amount on maturity.  The aggregate principal amount of
the Convertible Debentures held by Meridian Capital is
US$9,343,731 and the maturity date of the Convertible Debentures
was June 2, 2013.  An additional US$3,117,226 aggregate principal
amount of Convertible Debentures held by another party remain
outstanding as well.  The terms of the Convertible Debentures
provide that a default occurs if there is a failure to pay
principal on maturity and such breach is not remedied within 30
days after receipt of written notice from the holder.  Caspian has
30 days to repay the amounts owing to Meridian Capital.  Caspian
intends to contact Meridian Capital to discuss repayment terms.

Caspian Energy Inc. is an oil and gas exploration company,
operating in Kazakhstan where it has a number of targets in the
highly prospective Aktobe Oblast of Western Kazakhstan.


CEDAR CREEK: Case Summary & 5 Unsecured Creditors
-------------------------------------------------
Debtor: Cedar Creek Construction, Inc.
        3169 Hungarian Road
        Virginia Beach, VA 23457

Bankruptcy Case No.: 13-72353

Chapter 11 Petition Date: June 24, 2013

Court: United States Bankruptcy Court
       Eastern District of Virginia (Norfolk)

Judge: Frank J. Santoro

Debtor's Counsel: Kelly Megan Barnhart, Esq.
                  ROUSSOS, LASSITER, GLANZER & BARNHART
                  580 E. Main St., Ste. 300
                  P.O. Box 3127
                  Norfolk, VA 23514-3127
                  Tel: (757) 622-9005
                  Fax: (757) 624-9257
                  E-mail: barnhart@rlglegal.com

Scheduled Assets: $1,560,931

Scheduled Liabilities: $1,629,118

A copy of the Company's list of its largest unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/vaeb13-72353.pdf

The petition was signed by Keith M. Cash, president.


CENGAGE LEARNING: Said to Be Filing Prepack Bankruptcy Next Week
----------------------------------------------------------------
Emily Glazer and Mike Spector, writing for The Wall Street
Journal, report that people familiar with the matter said textbook
publisher Cengage Learning Inc. is preparing to file for
bankruptcy protection in the coming days.

According to the WSJ report, the sources said Cengage is currently
negotiating a prearranged bankruptcy restructuring with senior
creditors to rework more than $4 billion in debt, and plans to
seek Chapter 11 court protection by July 5.  Cengage plans to skip
a $225 million debt payment due that day, they said.

Some of the sources, according to WSJ, warned that the discussions
remain fluid, and the company could file for bankruptcy a couple
of days after July 5 depending on how the negotiations progress.
The company has smaller debt payments due in coming days that it
may or may not make, they said.

Cengage, formerly Thomson Learning, is owned by private-equity
firm Apax Partners.  Apax also holds roughly $800 million in
Cengage debt alongside a host of other investment firms.
According to WSJ's sources, Apax will likely share ownership of
Cengage after it emerges from bankruptcy proceedings.

Cengage took on more than $5 billion in debt when private-equity
firm Apax and and Omers Capital Partners bought the publisher in a
2007 leveraged buyout valued at $7.75 billion.  The sources told
WSJ that the two private-equity owners' investments in the prepack
deal are likely to be wiped out in the bankruptcy restructuring.

The Journal's sources also said that Cengage's bankruptcy lawyers
met with creditors in June, where initial outlines of a
restructuring plan were presented.

According to the report, the other senior creditors include Apollo
Global Management LLC, BlackRock Inc., Oaktree Capital Management,
Davidson Kempner Capital Management, Searchlight Capital Partners
and KKR Asset Management, part of KKR & Co.  GSO Capital Partners
LP, the credit arm of Blackstone Group LP, once held senior debt
but has since sold it, the people told WSJ.

According to WSJ, people familiar with the matter said Cengage's
senior creditors are being advised by law firm Milbank, Tweed,
Hadley & McCloy LLP and investment bank Houlihan Lokey; and
restructuring bankers and lawyers at Blackstone and Davis Polk &
Wardwell LLP, respectively, are advising J.P. Morgan Chase & Co.,
the bank that arranged Cengage's senior debt.

As reported by the Troubled Company Reporter on March 26, 2013,
Cengage Learning Acquisitions, on March 20 borrowed $430 million,
virtually the entire remaining available amount under its
revolving cred it facilities, to ensure Cengage Learning and its
consolidated subsidiaries have sufficient liquidity to fund their
working capital needs.  As a result, Cengage Learning has
approximately $490 million of cash on its balance sheet and an
outstanding balance on its two revolvers of $518 million as of
March 21, 2013.

Separately, Cengage Learning has retained Alvarez & Marsal as
restructuring advisor, Lazard as financial advisor and Kirkland &
Ellis LLP as legal advisor to advise Cengage Learning and its
Board of Directors as part of its ongoing efforts to assess its
capital structure.

In June 2012, Cengage disclosed it was in discussions with holders
of its outstanding senior unsecured notes regarding potential
transactions that would extend the maturity of the notes.  Cengage
cautioned there can be no assurance that the discussions will
result in the consummation of any such transaction.

In March 2013, Standard & Poor's Ratings Services lowered its
corporate credit rating on Cengage to 'CCC-' from 'CCC'.  The
outlook is negative.  S&P also lowered its issue-level ratings on
the company's debt by one notch in conjunction with the downgrade.
S&P's recovery ratings on the company's debt issues remain
unchanged.

                      About Cengage Learning

Stamford, Connecticut-based Cengage Learning --
http://www.cengage.com/-- provides innovative teaching, learning
and research solutions for the academic, professional and library
markets worldwide.  The company's products and services are
designed to foster academic excellence and professional
development, increase student engagement, improve learning
outcomes and deliver authoritative information to people whenever
and wherever they need it.  Cengage Learning's brands include
Brooks/Cole, Course Technology, Delmar, Gale, Heinle, South
Western and Wadsworth, among others.

Prior to July 5, 2007, Cengage Learning Holdings II, L.P. and its
consolidated subsidiaries operated under the name Thomson
Learning, which was comprised of wholly owned indirect
subsidiaries and divisions of Thomson Reuters Corporation,
previously The Thomson Corporation.

Cengage Learning Holdings II, L.P. and its affiliates are
currently not subject to the reporting requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, as amended.

For the fiscal year ended June 30, 2012, Cengage had total assets
of $7.5 billion and debts of $5.6 billion.  Total debt outstanding
was $5.36 billion as of Dec. 31, 2012.


CENTENNIAL BEVERAGE: Taps BYGH Tax as Property Tax Consultant
-------------------------------------------------------------
Centennial Beverage Group, LLC, asks the U.S. Bankruptcy Court for
the Northern District of Texas for permission to employ BYGH Tax
Consulting as property tax consultant.

BYGH will provide these services:

   Phase I: Review the proposed assessments (or enrolled
assessments) issued by the taxing authorities in each
jurisdiction.  During the process, review subject property and
market data to identify and develop opportunities for reduced
property tax assessments.

   Phase II: In cooperation with Centennial Beverage Group, BYGH
will determine which assessments would be challenged, protested or
appealed based on the information compiled in Phase I.

   Phase III: As appropriate, prepare and timely file protests,
notices of appeal, or other documents necessary to challenge,
either informally or formally, the property tax assessments.
Prepare refund claims for prior tax periods when tax recoveries
are warranted.

   Phase IV: As appropriate, represent Centennial Beverage Group
in valuation negotiations and administrative appeals, from the
informal level with the local assessment authority, through formal
administrative hearings at the local or state level board of
equalization or similar levels according to the established local
procedure.

BYGH will be compensated on an hourly basis for the services
provided at the rate of $225 per hour for work performed by
partners.  Any work performed by associates will be provided at
the rate of $150 per hour.  The primary person from BYGH working
on the matter will be Stephen Grace.  However, from time to time
and as necessary, other partners or associates from BYGH may work
on the matter.

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

The Debtor stated that no hearing will be conducted unless a
written response is filed by July 1.

                     About Centennial Beverage

Centennial Beverage Group LLC, a chain of 23 liquor stores in
Texas, filed a petition for Chapter 11 reorganization (Bankr.
N.D. Tex. Case No. 12-37901) amid lower sales brought by
competition from big-box retailers.  The 75-year-old-company once
had 70 stores throughout Texas.  They are now concentrated in the
Dallas-Fort Worth area.  Sales for the year ended in November 2012
were $158 million.  Year-over-year, revenue was down 50%,
according to a court filing.  In its schedules, the Debtor
disclosed $24,053,049 in assets and $48,451,881 in liabilities as
of the Petition Date.

Robert Dew Albergotti, Esq., at Haynes and Boone, LLP, in Dallas,
serves as counsel to the Debtor.  RGS LLC serves as the Debtor's
financial advisor.  The Official Committee of Unsecured Creditors
has retained Munsch Hardt Kopf & Harr, P.C. as its attorneys, and
Lain, Faulkner & Co., P.C. as financial advisors.


CHINA GINSENG: Amends Reports to Address SEC Comments
-----------------------------------------------------
China Ginseng Holdings, Inc., has amended its quarterly reports
for the periods ended Dec. 31, 2012, and March 31, 2013, to
respond to the Securities and Exchange Commission's comments.  The
Company is revising its disclosure of Liquidity and Capital
Resources regarding the Company's default on the note payable of
RMB 1 million to Meihekou City Rural Credit Union to indicate the
course of action the Company has taken to remedy the default and
how the default has or will impact the Company's ability to raise
capital in the future.

Copies of the amended Forms 10-Q are available for free at:

                        http://is.gd/eraF5u
                        http://is.gd/XfLXkp

Changchun City, China-based China Ginseng Holdings, Inc., conducts
business through its four wholly-owned subsidiaries located in
China.  The Company has been granted 20-year land use rights to
3,705 acres of lands by the Chinese government for ginseng
planting and it controls, through lease, approximately 750 acres
of grape vineyards.  However, recent harvests of grapes showed
poor quality for wine production which indicates that the
vineyards are no longer suitable for planting grapes for wine
production.  Therefore, the Company has decided not to renew its
lease for the vineyards with the Chinese government upon
expiration in 2013 and, going forward, it intends to purchase
grapes from the open market in order to produce grape juice and
wine.

The Company reported a net loss of $3.1 million on $2.7 million of
revenues for the nine months ended March 31, 2013, compared with a
net loss of $1.1 million on $3.1 million of sales for the nine
months ended March 31, 2012.  "The net loss was primarily due to
the decreased whole sales and increased cost of sales as a
percentage of revenue and the inventory impairment.

The Company's balance sheet at March 31, 2013, showed $6.3 million
in total assets, $6.8 million in total liabilities, and a
stockholders' deficit of $462,148.


CLARENDON PROPERTIES: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Clarendon Properties, LLC
        547 Kings Highway
        Brooklyn, NY 11223

Bankruptcy Case No.: 13-43836

Chapter 11 Petition Date: June 24, 2013

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Debtor's Counsel: Mark Frankel, Esq.
                  BACKENROTH FRANKEL & KRINSKY LLP
                  489 Fifth Avenue, 28th Floor
                  New York, NY 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544
                  E-mail: mfrankel@bfklaw.com

Scheduled Assets: $1,018,000

Scheduled Liabilities: $1,144,510

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

The petition was signed by Sarah Mawardi, managing member.


COMMUNITY HOME: July 9 Hearing on Grantham Poole Employment
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Souther District of Mississippi
will convene a hearing on July 9, 2013, at 1:30 p.m., to consider
Community Home Financial Services, Inc.'s motion to employ Robert
A. Cunningham, CPA, and the firm of Grantham, Poole, Randal,
Reitano, Arrington & Cunningham, PLLC as accountants, consultants
and experts.

The firm will, among other things, (i) review financial records;
(ii) prepare accounting of findings; (iii) prepare reports and
analyses to assist in determining amount owed and receivable from
various parties; and (iv) prepare exhibits for use in settlement
negotiations or court proceedings.

The Debtor also requested for authorization to pay a $5,000
retainer to the firm.

To the best of the Debtor's knowledge, the firm holds no interest
adverse to the Debtor or the estate.

                  About Community Home Financial

Community Home Financial Services, Inc., filed a Chapter 11
petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012.
Community Home Financial is a specialty finance company located in
Jackson, Mississippi, providing contractors with financing for
their customers.  CHFS operates from one central location
providing financing through its dealer network throughout 25
states, Alabama, Delaware, and Tennessee.  The Debtor, in an
amended schedule, disclosed $46,285,699 in assets and $30,271,339
in liabilities as of the Chapter 11 filing.  Judge Edward
Ellington presides over the case.

Derek A. Henderson, Esq., at Derek A. Henderson Law Office, in
Jackson, Mississippi; Jonathan Bissette Esq., at Wells Marble &
Hurst, PLLC, in Jackson, Mississippi; and Roy H. Liddell, Esq., at
Wells Marble & Hurst, PLLC, in Ridgeland, Mississippi, represent
the Debtor as counsel.


CONSOLIDATED CONTAINER: S&P Raises Rating on $370MM Loan to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its issue-level
rating on Consolidated Container Co. LLC's $370 million senior
secured first-lien term loan to 'B+' from 'B'.  In addition, S&P
revised the recovery rating on the senior secured term loan to '2'
from '3'.  The '2' recovery rating indicates S&P's expectation for
substantial (70% to 90%) recovery in the event of payment default.
The increased recovery prospects result from S&P's reassessment of
a modestly higher estimated emergence EBITDA.

At the same time, S&P affirmed all other ratings on Consolidated
Container, including the 'B' corporate credit rating.  The outlook
is stable.

"The ratings on Consolidated Container and its wholly owned
subsidiary, Consolidated Container Capital Inc., reflect our
assessment of the company's financial profile as highly leveraged
and its business profile as weak," said Standard & Poor's credit
analyst Daniel Krauss.

With revenues of about $725 million for the 12-month period ended
March 31, 2013, Consolidated Container produces rigid plastic
containers primarily for dairy products, food, beverages,
household chemicals, and industrial chemicals.

The outlook is stable.  S&P expects that improving earnings and
flat to modestly positive free cash flow generation should enable
the company to maintain adequate liquidity and credit metrics
appropriate for the rating.  S&P also expects that management will
use leverage prudently in supporting its growth initiatives.
Although S&P do not anticipate an upgrade in the near term, it
could raise the ratings by one notch if the company is able to
generate significantly higher free cash flow than S&P projects, or
moderately reduces debt, such that FFO to debt improves to above
15% on a sustainable basis.

S&P could lower the ratings if earnings were to decline moderately
from current levels, as a result of an increasingly competitive
environment or the loss of a key customer.  Based on S&P's
scenario forecasts, it could lower the ratings if the company's
EBITDA margins were to weaken by 100 basis points or more from
current levels, coupled with a modest drop in volumes.  In this
scenario, S&P expects that the company's leverage would
deteriorate to more than 7.5x, and its FFO to total adjusted debt
would decrease to the mid-single-digit percentage area.  S&P could
also consider a downgrade if the company increased debt
meaningfully to fund an acquisition or shareholder distribution.


CRAWFORDSVILLE LLC: Has Until Aug. 4 to File Chapter 11 Plan
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Iowa
extended Crawfordsville LLC's exclusive period to file a proposed
Plan of Reorganization until Aug. 4, 2013.  According to the
Debtor, its counsel has devoted much of its attention to the sale
of the Crawfordsville facility, which has now been sold and is
scheduled to close within the next few weeks.

                     About Crawfordsville LLC

Crawfordsville, LLC, and three affiliates sought Chapter 11
protection (Bankr. S.D. Iowa Lead Case No. 12-03748) in Council
Bluffs, Iowa, on Dec. 7, 2012.  Donald F. Neiman, Esq., at
Bradshaw, Fowler, Proctor & Fairgrave, P.C. represents the Debtor.

Crawfordsville filed schedules disclosing $5.17 million in assets
and $32.2 million in liabilities, including $19.6 million owed to
secured creditors.  The Debtor owns parcels of land in Montgomery
County, Indiana.

A debtor-affiliate, Brayton LLC, disclosed assets of $14.2 million
and liabilities of $27.8 million in its schedules.  The Debtor
owns the 20-acre of land and buildings known as Goldfinch Place in
Audobon County, Iowa, which is valued at $1.68 million.  The
schedules say the company has $10.5 million in claims for
disgorgement and damages resulting from fraudulent conveyances and
preferential payments to dissociated partners.

Crawfordsville, et al., are subsidiaries of hog raiser Natural
Pork Production II, LLP, which filed for Chapter 11 bankruptcy
(Bankr. S.D. Iowa Case No. 12-02872) on Sept. 11, 2012, in Des
Moines.

The Official Committee of Unsecured Creditors is represented by
Sugar Felsenthal Grais & Hammer LLP.


CRYOPORT INC: Incurs $6.4 Million Net Loss in Fiscal 2013
---------------------------------------------------------
Cryoport, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$6.38 million on $1.10 million of revenues for the year ended
March 31, 2013, as compared with a net loss of $7.83 million on
$555,637 of revenues for the year ended March 31, 2012.

As of March 31, 2013, the Company had $1.75 million in total
assets, $3.81 million in total liabilities and a $2.06 million
total stockholders' deficit.

KMJ Corbin & Company LLP, in Costa Mesa, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended March 31, 2013.  The independent
auditors noted that the Company has incurred recurring operating
losses and has had negative cash flows from operations since
inception.  Although the Company has cash and cash equivalents of
$563,104 at March 31, 2013, management has estimated that cash on
hand, which include proceeds from convertible bridge notes
received in the fourth quarter of fiscal 2013, will only be
sufficient to allow the Company to continue its operations into
the second quarter of fiscal 2014.  These matters raise
substantial doubt about the Company's ability to continue as a
going concern.

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

                       http://is.gd/r9HDUS

                          About Cryoport

Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides
comprehensive solutions for frozen cold chain logistics, primarily
in the life science industries.  Its solutions afford new and
reliable alternatives to currently existing products and services
utilized for bio-pharmaceuticals and biologics, including in-vitro
fertilization, cell lines, vaccines, tissue and other commodities
requiring a reliable frozen solution.


DIGITAL ANGEL: Acquires All Outstanding Shares of VeriTeQ
---------------------------------------------------------
Digital Angel Corporation has entered into a Share Exchange
Agreement with VeriTeQ Acquisition Corporation and all of the
VeriTeQ shareholders, whereby Digital Angel will acquire all of
the issued and outstanding shares of VeriTeQ's common stock in
exchange for 4,107,592 shares of Digital Angel's Series B
convertible preferred stock, and the VeriTeQ stockholders will
become the majority owners of Digital Angel.  In conjunction with
this announcement, Digital Angel will file a Schedule 14F-1 with
the U.S. Securities and Exchange Commission in connection with a
change in the majority of its board of directors to a group of
directors designated by VeriTeQ that will be effective when the
transaction closes, and it will change its name to VeriTeQ
Corporation and effect a reverse stock split as soon as
practicable.

VeriTeQ's patented technology enables the unique device
identification of implantable medical devices.  VeriTeQ also has
patented biodosimetry technologies for radiation therapy
treatment, and data analytics capabilities related to information
gathered by its technologies.  With its passive radio frequency
identification microchip, cleared by the U.S. Food and Drug
Administration, VeriTeQ can enable medical device manufacturers to
comply with the FDA Proposed Rule for UDI, specifically the Direct
Part Marking requirement for implantable medical devices.
VeriTeQ's microchip technology is a FDA-cleared RFID solution able
to report the UDI of an implantable medical device from within the
body, on demand.

"The share exchange between VeriTeQ and Digital Angel enables
VeriTeQ to leverage the capital markets to execute its growth
strategy, and provides Digital Angel stockholders an opportunity
to be an investor in a company that is well positioned for growth
based on pending government mandates for medical device
identification and the need for radiation dose measurement.  I
have known Scott Silverman for a long time and he is a great
visionary and leader.  I'm confident in the future of VeriTeQ,"
stated Daniel E. Penni, Chairman and Interim CEO of Digital Angel.

Scott R. Silverman, Chairman and CEO of VeriTeQ, stated, "This is
an important turning point in the history of VeriTeQ as we focus
on bringing unique and potentially life-saving products to
patients and the healthcare system.  We are eager to become a
public company and accelerate our go-to-market strategy.
We believe our strong patent portfolio, coupled with our industry
partnerships, will bring significant value to VeriTeQ's and
Digital Angel's stockholders, as well as potential future
investors."

A copy of the Share Exchange Agreement is available at:

                        http://is.gd/dq3DIq

                        About Digital Angel

Headquartered in New London, Connecticut, Digital Angel
Corporation has two business segments, Digital Games and Signature
Communications.  Digital Games designs, develops and plans to
publish consumer applications and mobile games for tablets,
smartphones and other mobile devices.  Signature Communications is
a distributor of two-way communications equipment in the U.K.
Products offered range from conventional radio systems used by the
majority of SigComm's customers, for example, for safety and
security uses and construction and manufacturing site monitoring,
to trunked radio systems for large scale users, such as local
authorities and public utilities.

The Company's balance sheet at Sept. 30, 2012, showed $5.7 million
in total assets, $7.5 million in total liabilities, and a
stockholders' deficit of $1.8 million.

The Company said in its quarterly report for the period ended
Sept. 30, 2012, "Our historical sources of liquidity have included
proceeds from the sale of businesses, the sale of common stock and
preferred shares and proceeds from the issuance of debt.  In
addition to these sources, other sources of liquidity may include
the raising of capital through additional private placements or
public offerings of debt or equity securities, as well as joint
ventures.  However, going forward some of these sources may not be
available, or if available, they may not be on favorable terms.
In addition, our factoring line may also be amended or terminated
at any time by the lender with six months' notice.  These
conditions indicate that there is substantial doubt about our
ability to continue operations as a going concern, as we may be
unable to generate the funds necessary to pay our obligations in
the ordinary course of business."


DR HORTON: Fitch Affirms 'BB' Long-Term Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has affirmed the ratings for D.R. Horton, Inc.
(NYSE: DHI), including the company's Long-Term Issuer Default
Rating (IDR), at 'BB'. The Rating Outlook is Positive.

Key Rating Drivers

The ratings for DHI reflect the company's strong liquidity
position, the successful execution of its business model,
geographic and product line diversity and steady capital
structure. Fitch expects further gains in industry housing metrics
this year as the housing cycle continues to evolve. However, there
are still challenges facing the housing market that are likely to
moderate the early stages of this recovery. Nevertheless, DHI has
the financial flexibility to navigate through the sometimes
challenging market conditions and continue to invest in land
opportunities.

The Positive Outlook takes into account the improving industry
outlook for 2013 and 2014 and DHI's above average performance
relative to its peers in certain financial, credit and operational
categories during the past year. Fitch will closely monitor DHI's
financial progress during the next few quarters to assess the
appropriate rating.

The Industry

Housing metrics all showed improvement so far in 2013. For the
first five months of the year, single-family housing starts
improved 23.6% and existing home sales expanded 11%. New home
sales also increased 29.2% during the January - May period in
2013. The most recent Freddie Mac 30-year interest rate was 3.93%,
62 bps above the all-time low of 3.31% set the week of Nov. 21,
2012. The NAHB's latest existing home affordability index was
183.1, short of the all-time high of 207.3. Fitch's housing
estimates for 2013 are as follows: single-family starts are
forecast to grow 18.3% to 633,000 while multifamily starts expand
about 19% to 292,000; single-family new home sales should increase
approximately 22% to 448,000 as existing home sales advance 7.5%
to 5.01 million.

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

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

Financials

DHI successfully managed its balance sheet during the housing
downturn and generated significant operating cash flow. DHI had
been aggressively reducing its debt during much of the past six
years. Homebuilding debt declined from roughly $5.5 billion at
June 30, 2006 to $1.58 billion as of Dec. 31, 2011, a 71%
reduction. More recently, DHI has been responding to the stronger
housing market, expanding inventories and increasing leverage.
Homebuilding debt at the end of the fiscal 2013 second quarter was
$3.03 billion. As of March 31, 2013 debt/capitalization was 44.7%.
(Debt/capitalization was 40.2% as of Dec. 31, 2012.) Net debt-
capitalization was 33.7% at the end of the fiscal 2013 second
quarter.

DHI's earlier debt reduction was accomplished through debt
repurchases, maturities and early redemptions. In 2014, $783.3
million of senior notes mature, including $500 million of 2%
senior convertible notes. Fitch expects that the $500 million of
senior convertible notes will likely convert into common stock in
2014. The company also has $157.5 million of senior notes coming
due in February 2015.

DHI has solid liquidity with unrestricted homebuilding cash of
$1.13 billion as of March 31, 2013. On Sept. 7, 2012, DHI entered
into a new $125 million five-year unsecured revolving credit
facility. In early November, the company announced that it had
received additional lending commitments, increasing the capacity
of the facility to $600 million. The facility has also been
amended to include an uncommitted accordion feature which could
increase the facility to $1 billion, subject to certain conditions
and availability of additional bank commitments. The facility's
letter of credit sublimit is 50% of the revolving credit
agreement, or $300 million.

In early December 2012, DHI declared a cash dividend of $0.15 per
share. This dividend was in lieu of and accelerated the payment of
all quarterly dividends that the company would have otherwise paid
in calendar 2013.

Real Estate

DHI maintains an 8.2-year supply of lots (based on last 12 months
deliveries), 68.3% of which are owned and the balance controlled
through options. The options share of total lots controlled is
down sharply over the past six years as the company has written
off substantial numbers of options. Fitch expects DHI to continue
rebuilding its land position and increase its community count.

The primary focus will be optioning (or in some cases, purchasing
for cash) or developing in small phases finished lots, wherein DHI
can get a faster return of its capital. DHI's cash flow from
operations during the first half of fiscal 2013 (ending March 31,
2013) was a negative $840.3 million. For all of fiscal 2013, Fitch
expects DHI to be cash flow negative by more than $1 billion as
the company almost doubles its land and development spending.

The ratings also reflect DHI's relatively heavy speculative
building activity (at times averaging 50 - 60% of total inventory
and about 48% at March 31, 2013). DHI has historically built a
significant number of its homes on a speculative basis (i.e. begun
construction before an order was in hand).

A key focus is on selling these homes either before construction
is completed or certainly before a completed spec has aged more
than a few months. This has resulted in consistently attractive
margins. DHI successfully executed this strategy in the past,
including during the severe housing downturn. Nevertheless, Fitch
is generally more comfortable with the more moderate spec targets
of 2004 and 2005, wherein spec inventory accounted for roughly
35 to 40% of homes under construction.

Rating Sensitivities

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company-specific activity, such as

-- Trends in land and development spending;
-- General inventory levels;
-- Speculative inventory activity (including the impact of high
    cancellation rates on such activity);
-- Gross and net new order activity;
-- Debt levels;
-- Free cash flow trends and uses; and
-- DHI's cash position.

Fitch would consider taking positive rating actions if the
recovery in housing persists, or accelerates and DHI shows steady
improvement in credit metrics (such as debt to EBITDA leverage
approaching or below 4x by fiscal-year end 2013 or 2014), while
maintaining a healthy liquidity position (in excess of $1 billion
in a combination of unrestricted cash and revolver availability at
fiscal-year end 2013 and 2014). If the current pace of improvement
continues over the next six-to-nine months, an upgrade would be
warranted.

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

Fitch has affirmed DHI's ratings as follows:

-- Long-term IDR at 'BB';
-- Senior unsecured debt at 'BB'.

The Rating Outlook is Positive.


DR HORTON: S&P Raises Corp. Credit Rating to 'BB'; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on D.R. Horton Inc. to 'BB' from 'BB-'.  The outlook
is stable.  S&P also raised the issue-level ratings on the
company's debt to 'BB' from 'BB-'.  S&P's recovery rating on the
company's unsecured senior notes remains '3', indicating a
meaningful (50% 70%) recovery in the event of a payment default.
The rating action affects roughly $3 billion of unsecured debt
that we rate.

"The upgrade reflects our expectation that D.R. Horton will
continue to achieve significant growth in revenue and EBITDA over
the next 12 months driven by gains in both home sale volumes and
pricing," said Standard & Poor's credit analyst Susan Madison.
"We expect key EBITDA-based credit metrics will improve over the
next year, and as a result, we have revised our financial risk
profile score on D.R. Horton to significant from aggressive," she
added.

"Under our base-case forecast, we expect debt to EBITDA will
decline by year end (September 2013) to the mid-4x area, and
EBITDA to interest incurred will approach 5x.  We expect debt to
total book capital to end the year in the mid-40% area.  Over the
past year, debt to total book capital has increased as D.R. Horton
turned primarily to the debt markets to fund land and inventory
investment to support higher growth," S&P added.

"Our stable outlook reflects  our expectation that D.R. Horton's
EBITDA-based credit metrics will strengthen over the next 12 to 18
months as the homebuilder continues to grow community count, while
maintaining or improving current absorption levels.  We also
expect continued improvement in EBITDA margin over our forecast
period.  As a result, we expect debt to EBITDA will decline by
year-end 2013 to the mid-4x area, interest coverage will approach
5x, and debt to total book capital will remain in the mid-40%
area.  We could lower our rating if home sales slow significantly,
and debt to EBITDA exceeds 5x on a sustained basis.  Given our
expectation that D.R. Horton will primarily use debt to finance
inventory and land investment required to support our robust
growth expectations, we believe near term ratings upside is
limited.  However, we could raise our rating one notch  if debt to
EBITDA fell to the low 3x area, debt to total book capital
declined to about 40%, and land and inventory investment required
to fund growth is substantially funded by cash from operations and
adequate liquidity is maintained," S&P noted.


DYNEGY POWER: S&P Withdraws 'B' Issuer Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'B' issuer
credit rating on U.S. energy merchant Dynegy Power LLC and its
'BB-' debt rating and '1' recovery rating on Dynegy Power's
$1.1 billion senior secured term loan B due 2016, which its parent
Dynegy Inc. repaid in full in April 2013.  Dynegy Power owns 6,771
MW of natural gas-fired electric power plants in various locations
in the U.S. and provides most of Dynegy Inc.'s consolidated cash
flow.  All debt resides at the Dynegy Inc. level.


EASTERN HILLS: Section 341(a) Meeting Scheduled for July 24
-----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Eastern Hills
Country Club will be held on July 27, 2013, at 10:00 a.m. at
Dallas, Room 976.  Creditors have until Oct. 22, 2013, to submit
their proof of claim.

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

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

Eastern Hills Country Club filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 13-33123) in Dallas on June 21, 2013.
The Debtor estimated at least $10 million in assets and less than
$1 million in liabilities.  The petition was signed by David
Harvey as president.  Judge Stacey G. Jernigan presides over the
case.  Richard W. Ward, Esq., serves as the Debtor's counsel.


EASTMAN KODAK: Amends Proposed Rights Offering Procedures
---------------------------------------------------------
Eastman Kodak Company amended its proposed procedures for the
offering of rights to purchase shares of common stock of the
reorganized Company upon its emergence from Chapter 11.  Pursuant
to the amendment, eligibility to purchase certain shares offered
pursuant to the Rights Offerings will be determined as of June 17,
2013, as amended from the previous eligibility date of April 30,
2013.

                        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: Wins Court Approval of Plan Outline
--------------------------------------------------
Eastman Kodak Co. moved a step closer to emerging from Chapter 11
protection after getting a bankruptcy judge's approval of the
outline of its proposed restructuring plan.

U.S. Bankruptcy Judge Allan Gropper approved on Wednesday the
company's disclosure statement, which will be used by creditors as
a reference when they vote on the proposed plan in the coming
weeks.

The bankruptcy judge gave Kodak the go-signal to begin the
solicitation of votes from creditors.  Before Kodak can exit
bankruptcy, it needs to obtain a majority of votes accepting the
restructuring plan as well as the bankruptcy judge's approval of
the plan.

Judge Gropper is set to hold a hearing on August 20 to consider
approval of the plan.  Objections to confirmation of the plan must
be filed by August 9.

Kodak's latest outline calls for a $406 million rights offering
under which the company will issue up to 34 million common shares
or 85% of the equity in the restructured company.  With the rights
offering in place, holders of second-lien notes owed $375 million
would no longer receive equity but cash, freeing up 85% of the
stock for the rights offering.  The rights offering is in two
parts: (a) six million shares are for general unsecured creditors
and retirees owed $635 million; and (b) the other 28 million
shares are exclusively for so-called accredited investors and
qualified institutional buyers with claims exceeding $100,000 and
$500,000, respectively.  The rights offering will be backstopped
by GSO Capital Partners and four other key creditors, and will be
conducted pursuant to the procedures proposed by Kodak, both of
which were approved by Judge Gropper in separate orders issued on
Wednesday.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the various versions of Kodak's plan sent the price
of the $400 million in 7 percent convertible notes due in 2017 on
a roller-coaster ride.  The last trade before the original plan
filing was 12.853 cents on the dollar on April 24.  The notes rose
to 26.125 cents by May 15, according to Trace, the bond price
reporting system of the Financial Industry Regulatory Authority.
The notes proceeded to decline, trading at 15 cents on June 21.
Investors were evidently disappointed to read details in the final
version of the plan and disclosure statement because the notes
lost 27 percent of their value in June 25 trading, closing at 10.9
cents.  Creditors' disappointment may related to provisions in the
plan where the record date for the rights offering has already
passed, thus precluding noteholders from selling the securities to
buyers who could take advantage of the offering.

The rights offering orders can be accessed for free at:

   http://bankrupt.com/misc/Kodak_OrderROP062613.pdf
   http://bankrupt.com/misc/Kodak_OrderBackstop062613.pdf

A full-text copy of the Disclosure Statement Order is available
without charge at http://is.gd/NMADLQ

             Plight of Small Creditors, Shareholders

Judge Gropper voiced some compassion for Kodak's smaller
creditors, many of whom have sent letters to the court expressing
concerns about their claims, which stand to see little or no
recovery, according to a June 25 Reuters report.

Shareholders, whose stakes will be canceled when Kodak exits
bankruptcy protection, have also flooded the court with letters,
and some have sought representation of a committee to vouch for
their interests.

At Tuesday's hearing, Judge Gropper said that shareholders deserve
some answers, whether in the form of responses from Kodak or a
hearing on the shareholders' concerns, according to the report.

                       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: Wins Court Approval to Obtain $895-Million Loan
--------------------------------------------------------------
Eastman Kodak Co. received the green light from U.S. Bankruptcy
Judge Allan Gropper to enter into agreements with major financial
institutions to arrange an $895 million in new financing.

Under the agreements, affiliates of Bank of America, Merrill
Lynch, JPMorgan, and Barclays Bank will serve as joint lead
arrangers for senior secured term loans of up to $695 million, and
for a new senior secured asset-based revolving credit facility of
up to $200 million.

The banks have also committed to provide $130 million of the
revolving credit facility, which is conditioned on, among other
things, the receipt of additional commitments from other lenders
in an amount not less than $45 million.

Kodak will use the new loans to finance its emergence from
bankruptcy protection, and repay its secured creditors under the
current debtor-in-possession loan facilities. It will also use the
loans for its post-emergence working capital and liquidity needs.

                       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: Wins Approval to Sign Agreement With Flextronics
---------------------------------------------------------------
Eastman Kodak Co. received the green light from U.S. Bankruptcy
Judge Allan Gropper to enter into a letter agreement with its
major supplier, Flextronics Corp.

The letter agreement provides that the contract manufacturing
agreement signed by the companies in 2003 may not be rejected or
terminated, other than for cause, through March 31, 2014.  It also
provides that if Kodak has not sold all the assets tied to the
2003 contract before the approval of its Chapter 11 reorganization
plan, the plan will provide for the assumption of the 2003
contract.

Flextronics supplies goods for Eastman Kodak's retail kiosk and
scanner business under the 2003 agreement.

                       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: Laura Quatela to Leave Consumer Segment
------------------------------------------------------
Laura G. Quatela, Kodak President and President of Personalized
Imaging (PI), has announced her intention to leave Kodak's
consumer segment after the completion of the spin-off of the PI
and Document Imaging (DI) businesses to Kodak Pension Plan, the
pension plan for U.K. employees.

"To help accomplish Kodak's objectives in its Chapter 11
restructuring, we asked Kodak President Laura Quatela to serve as
the business leader responsible for the sale of non-strategic
assets and to directly manage the consumer businesses until their
transfer to new ownership.  Now that this work is nearly complete,
Laura is considering what her next challenge will be, while
wanting to provide the future owner, KPP, the opportunity to
select the senior executive who will carry the Personalized
Imaging and Document Imaging businesses forward," Antonio M.
Perez, Kodak Chairman and Chief Executive Officer, said in a memo
to employees.

"Laura will continue to manage the Personalized Imaging business
and transaction-related issues through the ownership transition,
currently targeted for September.

"Laura has made a tremendous contribution to Kodak, spearheading a
$3 billion IP monetization program; facilitating key business
successes for Personalized Imaging -- including an important
flagship deal with CVS -- during Kodak's restructuring;
formulating PI's strategic plan and vision for growth post-sale,
including negotiating the right for the PI and DI businesses to
continue to use the iconic Kodak brand and trade name; and,
perhaps most importantly, delivering a secure future for PI and DI
with an owner who clearly recognizes the value of the businesses
and intends to help them grow and succeed.

"We are extremely grateful to Laura.  Her talent has been critical
to Kodak's restructuring progress, and Personalized Imaging has
been positioned for success under her leadership."

"I am proud of the tremendous progress we have made during our
restructuring, and how our consumer-facing businesses have been
positioned to thrive, under new ownership, still with iconic Kodak
branding," said Ms. Quatela.  "I look forward to completing the
work of transitioning the businesses, and then turning to new
challenges.  I carry deep admiration for the business teams I have
worked with, and wish them every success under KPP ownership."

                        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.


EC CLOSING: Three Prommis Holdings Units in Chapter 11
------------------------------------------------------
Three subsidiaries of Prommis Holdings LLC -- EC Closing Corp.,
EC Closing Corp. of Washington, and EC Posting Closing Corp. --
sought Chapter 11 protection (Bankr. D. Del. Case Nos. 13-11619 to
13-11621) on June 25, 2013.

The EC Debtors are seeking joint administration of their Chapter
11 cases with the bankruptcy cases began by Prommis in March 2013.

Acquired in 2007, the EC Debtors provide foreclosure-related
services in the western U.S.

                      About Prommis Holdings

Atlanta, Georgia-based Prommis Holdings, LLC, and its 10
affiliates delivered their petitions for voluntary bankruptcy
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 13-10551) on March 18, 2013.  Judge Brendan Linehan Shannon
presides over the case.  Steven K. Kortanek, Esq., at Womble
Carlyle Sandridge & Rice, LLP, serves as the Debtors' counsel,
while Kirkland & Ellis LLP serves as co-counsel.  The Debtors'
restructuring advisor is Huron Consulting Services, LLC.  Donlin
Recano & Company, Inc., is the Debtors' claims agent.

The petition estimated the lead Debtors' assets to range between
$10 million and $50 million and the lead Debtor's debts between
$50 million and $100 million.  The petitions were signed by
Charles T. Piper, chief executive officer.

The U.S. Trustee for Region 3 appointed three creditors to serve
in the Official Committee of Unsecured Creditors.


EL CENTRO MOTORS: Court Confirms Reorganization Plan
----------------------------------------------------
Judge Peter Bowie of the U.S. Bankruptcy Court for the Southern
District of California confirmed on June 19, 2013, the Second
Amended Plan of Reorganization of El Centro Motors after finding
that the Plan satisfied the confirmation requirements under
Section 1129 of the Bankruptcy Code.

The Modified Plan discloses that on May 3, 2013, the Debtor,
Dealer Computer Services, Inc., and Community Valley Bank, among
other parties, conducted a mediation of their disputes related to
the Debtor's Plan.  The mediation resulted in a settlement of
disputes, which results in modifications to the treatment of Class
4 and 5 claims under the Plan.

Class 4 under the Plan consists of the claims of CVB related to
the CVB Loan.  Pursuant to the Settlement, the Class 4 Claim will
be repaid in full in these terms:

   The CVB Loan will be refinanced by CVB and the amount of the
   refinanced CVB Loan will be increased by $150,000 plus CVB's
   attorneys' fees incurred in connection with the Chapter 11
   case.  The additional $150,000 made available to the Debtor
   pursuant to the Refinanced CVB Loan will be applied to the
   $600,000 initial distribution to class 5.

   The Debtor estimates that as of the Effective Date, the total
   balance of the Refinanced CVB Loan will be approximately
   $1,151,000.

   The Refinanced CVB Loan will have a term of 12 years and will
   be fully amortized over that term, with interest to accrue at
   the same rate as the CVB Loan.

   CVB's Class 4 claim under the Plan is impaired and CVB is
   entitled to vote on the Plan.  Pursuant to the Settlement, CVB
   will vote in favor of the Plan.

Class 5 under the Plan consists of all non-priority general
unsecured claims.  Pursuant to the Settlement, (1) Dealer Computer
Services or DCS will have an allowed non-priority general
unsecured claim in an amount not to exceed $5,400,000, and (2)
Cavanah has agreed to waive his right to any and all distributions
under the Plan and under the Settlement.  With these,
approximately $5,747,798.93 of Class 5 claims will be entitled to
distribution under the Plan.

Class 5 Allowed Claims will receive a pro rata initial
distribution of $600,000 of cash from the Reorganized Debtor as
soon as possible, and no later than 60 days after the effective
date; and an additional $25,000 per month for pro rata
distribution for a period of 96 months, for total payments
(including the Initial Distribution) of $3,000,000.  This will
result in total cash payments to Class 5 claim holders equal to
approximately 52% of the amount of their Class 5 Allowed Claims.

A full-text copy of the Modified Second Amended Plan dated May 30,
2013, is available for free at:

   http://bankrupt.com/misc/ELCENTROMOTORS_2ndAmdPlanFeb28.PDF

Martin J. Brill, Esq., and Krikor J. Meshfejian, Esq., at LEVENE,
NEALE, BENDER, YOO & BRILL L.L.P., in Los Angeles, California,
represent the Debtor.

                      About El Centro Motors

El Centro Motors, dba Mighty Auto Parts, operates a Ford-Lincoln
automobile dealership in El Centro, California.  It filed a
Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-03860) on
March 21, 2012, estimating $10 million to $50 million in assets
and debts.  Chief Judge Peter W. Bowie presides over the case.

The prior owner of the dealership operated the business since
1932.  The business is presently owned by Dennis Nesselhauf and
Robert Valdes.

The Debtor claims that its assets, which include the property
constituting the dealership in El Centro, and new and used
vehicles, have a value of $14 million.  The Debtor owes Ford Motor
Credit Company $4.3 million on a term-loan secured by a first
priority deed of trust against the El Centro property, 380,000 on
a revolving credit line, and $6 million on a flooring line of
credit used to purchase vehicle inventory.  The Debtor also owes
$1.03 million to Community Valley Bank, which loan is secured by a
second priority deed of trust against the property.  In addition
to $3.95 million arbitration award owed to Dealer Computer
Systems, Inc., the Debtor owes $3 million in unsecured debt.

According to a court filing, the dealership generally operated at
a profit, until it suffered the same economic setbacks suffered by
dealerships across the country.  In 2007, the Debtor suffered an
$806,000 loss; in 2008, it had a $4.5 million loss, and in 2009,
it suffered a $957,000 loss.

Dealer Computer Services, which provided the dealer management
system, obtained in November 2001, an arbitration award in the
amount of $3.95 million, following a breach of contract lawsuit it
filed against the Debtor.  DCS has commenced collection efforts
attempting to levy the Debtor's bank accounts and place liens on
its assets.

The Debtor filed for bankruptcy to preserve and maximize the
Debtor's estate for the benefit of creditors, to provide the
Debtor a reprieve from highly disruptive and financially
detrimental collection efforts, and to provide the Debtor an
opportunity to reorganize its financial affairs in as efficient a
manner as possible.

The Debtor disclosed at least $8,332,571 in total assets and
$19,624,057 liabilities as of the Chapter 11 filing.


ELITE PHARMACEUTICALS: Amends 80.8MM Shares Resale Prospectus
-------------------------------------------------------------
Elite Pharmaceuticals, Inc., has amended its Form S-1 registration
statement relating to the offer and sale of up to 80,858,230
shares of common stock, par value $0.001, by Lincoln Park Capital
Fund, LLC.

The shares of common stock being offered by Lincol Park have been
or may be issued pursuant to the purchase agreement dated
April 19, 2013, that the Company entered into with Lincoln Park.

The Company is not selling any securities under this prospectus
and will not receive any of the proceeds from the sale of shares
by Lincoln Park.  The Company will pay the expenses incurred in
registering the shares, including legal and accounting fees.

The Company's common stock is currently quoted on the Over-the-
Counter Bulletin Board, under the symbol "ELTP".  On June 19,
2013, the last reported sale price of the Company's common stock
on the OTCBB was $0.07.

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

                        http://is.gd/SW7JKr

                     About Elite Pharmaceuticals

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

Elite Pharmaceuticals reported net income attributable to common
shareholders of $1.48 million on $3.40 million of total revenues
for the year ended March 31, 2013, as compared with a net loss
attributable to common shareholders of $15.05 million on $2.42
million of total revenues for the year ended March 31, 2012.
As of March 31, 2013, the Company had $11.12 million in total
assets, $19.79 million in total liabilities and a $8.67 million
total stockholders' deficit.

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

ENERGYSOLUTIONS INC: S&P Assigns Pos. Outlook & Affirms 'B' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a positive
outlook to EnergySolutions Inc. and removed the ratings from
CreditWatch.  S&P also affirmed all ratings on EnergySolutions
Inc., including the 'B' corporate credit rating.  S&P had placed
the ratings on CreditWatch with developing implications on Jan. 7,
2013.

"The outlook assignment reflects our view that the company is
likely to strengthen its credit metrics as required under the
amendment to its credit agreement," said Standard & Poor's credit
analyst Pranay Sonalkar.  "We believe the company will fund the
$135 million reduction in debt primarily through equity
contributions from the sponsor, and also through some excess
cash," he added.

Following the reduction in debt, S&P projects the debt to EBITDA
ratio will decline to less than 3x.  For a one-notch upgrade, S&P
would require the company to maintain a total debt to EBITDA ratio
of about 3x and sustain its recent improvement in its operating
performance.

The ratings on EnergySolutions Inc. reflect Standard & Poor's
assessment of the company's financial risk profile as
"aggressive", marked by its aggressive financial policy as a
result of sponsor ownership and significant debt.  It also takes
into account the operational risk associated with participating in
the highly regulated low-level radioactive waste (LLRW) industry,
including competitive contract bidding.  These are offset by the
company's leading market position in the specialized niche of
nuclear waste services, limited competition in primary service
areas, and predictable long-term contracts.

The positive outlook reflects S&P's view that the company could
potentially strengthen its credit metrics to levels consistent
with S&P's expectations for a one-notch upgrade.  S&P would raise
its corporate credit rating to 'B+' if the company pays down debt
to $675 million as outlined in its amendment to its credit
agreement.  S&P would also raise its corporate credit rating to
'B+' if the company sustains recent improvements in operating
performance resulting in a ratio of debt to EBITDA of less than
3x.

S&P could revise the outlook to stable if, contrary to its
expectations, the company maintains debt levels higher than the
proposed $675 million, or operating performance deteriorates more
than S&P projects.  Although it is unlikely, S&P could also revise
the outlook if the company were to pursue acquisitions or
shareholder rewards resulting in adjusted debt to EBITDA greater
than 3x.


FIRST STREET HOLDINGS: Court Okays Accord With MS Mission et al
---------------------------------------------------------------
The Hon. Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California approved a compromise of
controversy and for conditional dismissal of certain cases
involving First Street Holdings NV, LLC, et al.

The settlement agreement and general release was entered between
MS Mission Holdings, LLC, JP Capital, LLC, and Peninsula Towers,
LLC , on the one hand, and debtors Sixty-Two First Street, LLC, 78
First Street, LLC, 88 First Street, LLC, 518 Mission Street, LLC,
and First/Jessie, LLC, First Street Holdings, LLC and Lydian SF
Holdings, LLC, well as non-debtors H. David Choo, Lydian, LLC,
Lydian II, LLC, a Colorado limited liability company, Anna Choo
Chung as the trustee of the H. David Choo Irrevocable Trust dated
Dec. 20, 2005, the Aeolian Trust dated Jan. 6, 2003, the Hyesung
Choo Irrevocable Trust dated Dec. 20, 2005, and Marcus Heights,
LLC.

The settlement provides that, among other things:

   -- the Debtor will (i) file notices of dismissal, with
      prejudice, of the "relief from stay" appellate proceedings
      and a Bankruptcy Court adversary proceeding; and (ii) file
      a notice of dismissal with prejudice of a San Francisco
      County Superior Court Action;

   -- the mutual release of all claims provided in the settlement
      agreement will be effective as to the Debtors and all other
      parties thereto;

   -- upon closing, and partially in exchange for a $20 million
      cash consideration and a $5 million deferred consideration:
      (a) the Debtors, Choo, and all related entities will release
      and quitclaim to FM all of their right, title and interest
      in the real property; and

   -- upon closing, all insider claims in the bankruptcy cases,
      including but not limited to all claims by each and every of
      the Choo Parties, will be forever waived, released, and
      barred.

As reported by the Troubled Company Reporter on Dec. 12, 2012, the
U.S. Bankruptcy Appellate Panel for the Ninth Circuit in San
Francisco, vacated a 2011 bankruptcy court order that terminated
the automatic stay and allowed MS Mission Holdings to proceed with
foreclosure sales against the real properties of First Street
Holdings NV and its affiliates.  The BAP remanded the matter for
further proceedings.

Some of the First Street Parties borrowed funds from Mission's
predecessor in interest Capital Source Financing LLC.  Mission
claimed the outstanding Loan balance exceeded $95 million.  The
First Street Parties admitted that roughly $80 million was owed on
the Loan as of the time of their bankruptcy filings.

The appellate case is, FIRST STREET HOLDINGS NV, LLC; LYDIAN SF
HOLDINGS, LLC; 78 FIRST STREET, LLC; 88 FIRST STREET, LLC; 518
MISSION, LLC; FIRST/JESSIE, LLC; JP CAPITAL, LLC; PENINSULA
TOWERS, LLC; SIXTY-TWO STREET, LLC, Appellants, v. MS MISSION
HOLDINGS, LLC, Appellee, BAP No. NC-11-1729-MkHPa (9th Cir.).  A
copy of the Ninth Circuit's Dec. 5, 2012 Memorandum is available
at http://is.gd/nXW734from Leagle.com.

The First Street entities were represented in the appellate case
by:

          Robert G. Harris, Esq.
          BINDER & MALTER, LLP
          2775 Park Avenue
          Santa Clara, CA 95050
          Tel: 408-295-1700
          Fax: 408-295-1531
          E-mail: Rob@bindermalter.com

Mission is represented by:

          Harvey A. Strickon, Esq.
          PAUL, HASTINGS, JANOFSKY & WALKER LLP
          75 East 55th Street
          Tel: 212-230-7689
          E-mail: harveystrickon@paulhastings.com

                         About First Street

                  About First Street Holdings NV

First Street Holdings NV, LLC, and Lydian SF Holdings, LLC, filed
for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case Nos. 11-49300
and 11-49301) on Aug. 30, 2011, before Judge Roger L. Efremsky.

Debtor-affiliates 78 First Street, LLC, 88 First Street LLC, 518
Mission, LLC, First/Jessie LLC, JP Capital, LLC, Peninsula Towers
LLC, and Sixty-Two First Street LLC (Bankr. N.D. Calif. Case Nos.
11-70224, 11-70228,, 11-70229, 11-70231, 11-70232, 11-70233 and
11-70234) filed for Chapter 11 bankruptcy on Sept. 23, 2011.
Robert G. Harris, Esq., at Binder & Malter, LLP represented the
Debtors.

Colliers Parrish International Inc. serves as appraiser to value
certain real properties and other assets held by the Debtors.

The cases are jointly administered under Lead Case No. 11-49300.

Investor David Choo is associated with CMR Capital, LLC, the
manager of the Debtors.

Debtors First Street Holdings NV, LLC, Lydian SF Holdings, LLC, 78
First Street, LLC, 88 First Street, LLC, 518 Mission, LLC,
First/Jessie, LLC, Sixty-two First Street, LLC, Peninsula Towers,
LLC, and JP Capital, LLC; and David Choo, individually, filed a
combined joint plan and disclosure statement with the Bankruptcy
Court.  The Joint Plan, dated Nov. 29, 2011, provided for the
payment of all of their secured, administrative, priority and
general unsecured claims in full.  Interests in the Debtors would
be retained without modification.

In December 2011, the bankruptcy court held that the First Street
Parties had not proven that they had a reasonable possibility of
an effective reorganization within a reasonable time.  The court
noted the proposed plan likely qualified as a negative
amortization plan, which would be difficult to confirm under the
best of circumstances.  The court also noted that the Properties
as of the time of the hearing did not generate enough monthly
rents to pay monthly operating expenses and property taxes.  The
court also doubted that the First Street Parties could raise
sufficient plan funding, as they had proposed, by renting out
additional available space in the buildings on the Properties.


FTS GROUP: SEC Revokes Registration of Securities
-------------------------------------------------
The U.S. Securities and Exchange Commission has revoked the
registration of the securities of FTS Group, Inc., on June 24,
2013.  FTS Group is delinquent in its periodic filings with the
Commission, having not filed any periodic reports since it filed a
Form 10-Q for the period ended June 30, 2008, which reported a net
loss of $1,406,403 for the prior six months.

                          About FTS Group

Headquartered in Tampa, Florida, FTS Group Inc. (OTC BB: FLIP)
-- http://www.ftsgroup.com/-- is a publicly traded acquisition
and development company focused on acquiring, developing and
investing in cash flow positive businesses and viable business
ventures those in the Technology, Wireless and Internet space.
The company generates revenue through its three wholly owned
subsidiaries: See World Satellites Inc., FTS Wireless Inc. and
Elysium Internet Inc.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 9, 2008,
Houston-based R.E. Bassie & Co. expressed substantial doubt about
FTS Group Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended Dec. 31, 2007.  The auditing firm pointed to the
company's recurring losses from operations.

The company had an accumulated deficit of $12,714,852 as of
June 30, 2008, and negative cash flows from operations of $755,054
for the six months ended June 30, 2008.  Additionally, the company
was in default on approximately $3,300,000 in debts owed to
creditors as of June 30, 2008.


GFI GROUP: S&P Lowers Issuer Credit & Sr. Unsec. Ratings to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issuer
credit and senior unsecured ratings on GFI Group Inc. to 'B+' from
'BB-'.  The outlook is stable.

"The downgrade reflects continued weakness in GFI's brokerage
revenue and profitability metrics due to lower trading volumes and
increased costs of complying with regulation," said Standard &
Poor's credit analyst Sebnem Caglayan.  "These factors have
resulted in a weakening of credit metrics to a level that we
believe is in line with a 'B+' issuer credit rating."

Standard & Poor's ratings on GFI reflect the company's position as
a small firm in the intensely competitive, low-margin, and
relatively narrow institutional agency brokerage business.  The
company heavily relies on market-dependent trading volumes to
generate revenues. GFI's generally accepted accounting principles
(GAAP) profits and voice brokerage revenues were under pressure
during most of 2012 and first-quarter 2013 because of low
industrywide trading volumes, increased regulation, and possible
new entrants into the inter-deal broker industry, which S&P views
as negative rating factors.  S&P believes the cost of complying
with increased regulation will continue to weigh on GFI's credit
metrics.  GFI's agency brokerage model, which is inherently less
risky, and recent growth in electronic trading platforms (like
Trayport), which has the potential to partially replace lost
revenue and profits in brokerage business, somewhat offset the
negative rating factors.

The stable outlook reflects S&P's view that even with the expected
pressure on brokerage revenues due to heightened regulation, low
volatility, and low market volume, S&P expects GFI to operate with
an EBITDA-to-interest coverage ratio of 3.5x-4.0x and debt-to-
EBITDA leverage of 2.5x-3.0x in the next 12-18 months, which S&P
believes is in line with the current ratings.  If regulation
results in considerably more charges for GFI than S&P currently
anticipates and trading volumes remain depressed, causing further
deterioration of its credit metrics, S&P could lower the ratings.
While unlikely over the near term, if GFI is able to replace a
substantial portion of the expected decline in brokerage revenue
with software, analytics, and market data revenue over time, such
that its credits metrics are substantially better than the
expected ranges, S&P could raise its ratings.


GLIMCHER REALTY: Moody's Lifts Preferred Stock Rating to 'B1'
-------------------------------------------------------------
Moody's Investors Service upgraded Glimcher Realty Trust's
preferred stock to B1, from B2 and revised the outlook to stable,
from positive. The upgrade reflects Glimcher's improved credit
metrics resulting from a reduction in leverage, strengthening of
earnings, and unencumbering of assets. The stable outlook reflects
Moody's expectation that Glimcher will continue to at least
maintain its current credit profile and anticipates continued
reduction in leverage, as well as improvement in fixed charge
coverage and unencumbered assets.

Ratings Rationale:

The rating action also reflects Glimcher's strides in improving
its liquidity profile -- in February 2013, the company converted
its $250 million secured credit facility to an unsecured facility.
The new facility matures in February 2018 including extensions and
had approximately $193 million available as of March 31, 2013. The
company also closed on a separate $45 million secured credit
facility. In March 2013, the company executed a $90 million
preferred equity offering and used the proceeds to redeem
preferred shares and pay down debt.

As of March 31, 2013, Glimcher has manageable near-term debt
maturities, with approximately $146 million due in 2013 and $291
million due in 2014 (including consolidated and unconsolidated
debt). Although Glimcher's unencumbered asset pool is small at
10.6% of total book assets as of 1Q13, which limits its strategic
and financial flexibility, this is a significant increase from its
previously fully encumbered portfolio.

Moody's noted that despite Glimcher's balance sheet being highly
levered by mortgages on most properties, which constrains the
rating, the REIT continues to make progress in lowering its
leverage, with effective leverage (debt + preferred equity/gross
assets) of 60.5% at 1Q13 compared to 58.4% at YE12, 61.4% at YE11
and 70.5% at YE10. Equity issuances have improved leverage.
Secured debt levels remain high at 48.0% although lower than 57.9%
at YE10. Net debt/EBITDA, has improved to 7.6x at 1Q13 from 7.9x
at YE12, 8.1x at YE11 and 9.3x at YE10 as leverage has declined
and earnings have increased.

Moody's also notes the REIT's progress in enhancing its earnings
profile. Glimcher owns interests in 29 properties of which 24 are
wholly-owned and five are partially owned as of March 31, 2013.
Glimcher's portfolio repositioning helped the company increase
sales PSF to $453 at 1Q13 for the core mall portfolio -- up over
9% from 1Q12. Occupancy increased 40 bps to 94.2% at 1Q13 compared
to 93.8% at 1Q12. The REIT is committed to improving the quality
of its portfolio through development, redevelopment, and recycling
sales proceeds of non-core assets into the acquisition of higher
quality properties. With the completion of Scottsdale Quarter, the
ground-up lifestyle center project in Scottsdale, there are no
ground-up developments -- a credit positive.

Moody's stated that a rating upgrade would be contingent upon
maintaining net debt/EBITDA at 7x, fixed charge coverage closer to
2x, and effective leverage closer to the mid-50% of gross assets.
A rating downgrade would result from fixed charge coverage falling
below 1.7x, effective leverage near 65% of gross assets, net
debt/EBITDA over 8x, and secured debt/gross assets near 60%.

The following ratings were upgraded with a stable outlook:

Glimcher Realty Trust -- Preferred stock to B1, from B2; senior
unsecured shelf to (P)Ba2, from (P)Ba3; subordinate shelf to
(P)Ba3, from (P)B1; senior subordinate shelf to (P)Ba3, from
(P)B1; junior subordinate shelf to (P)Ba3, from (P)B1; preferred
stock shelf to (P)B1, from (P)B2.

Moody's most recent rating activity with respect to Glimcher was
on April 19, 2012 when the rating agency revised the outlook to
positive and affirmed the ratings.

The principal methodology used in this rating was Global Rating
Methodology for REITs and Other Commercial Property Firms
published in July 2010.

Glimcher Realty Trust (NYSE: GRT), a real estate investment trust
based in Columbus, Ohio, owns, manages, acquires and develops
retail properties, including mixed use, open-air and enclosed
regional malls and outlet centers. As of March 31, 2013, Glimcher
owned interests in and managed 29 properties with total gross
leasable area totaling approximately 21.6 million square feet and
had total assets of $2.5 billion and stockholders' equity of $780
million.


HAWAII OUTDOOR: Trustee Can Use Cash Collateral Until July 8
------------------------------------------------------------
Judge Robert J. Faris of the U.S. Bankruptcy Court for the
District of Hawaii authorized, on an interim basis, David C.
Farmer, the Chapter 11 Trustee of Hawaii Outdoor Tours, Inc., to
use the cash collateral securing the Debtor's prepetition
indebtedness until the earliest (i) of the close of business on
July 8, 2013, (ii) the conclusion of a final hearing on the Cash
Collateral Motion, or (iii) the breach of the termination
provisions provided in the Interim Cash Collateral Order.

The Chapter 11 Trustee may use Cash Collateral to pay the ordinary
and reasonable expenses of operating the Naniloa Volcanoes Resort
and Naniloa Volcanoes Golf Club, which are necessary to avoid
immediate and irreparable harm including, without limitation, the
quarterly fees payable to the United States Trustee, as they
become due in the ordinary course.

On account of the use of Cash Collateral, First-Citizens Bank is
granted, as adequate protection, replacement collateral and
replacement liens, which will be subject and subordinate in
priority to any liens, security interests and other encumbrances,
existing as of the Petition Date, or which attach to the
Replacement Collateral after the Petition Date, that are senior,
valid, perfected, enforceable and unavoidable.  The Trustee will
also timely file any and all state and federal tax returns and to
pay any and all post-petition federal, state and county taxes as
and when due.

Moreover, subordinate only to the Carve-Out, the Trustee and the
Official Committee of Unsecured Creditors acknowledge and reaffirm
the validity of the Super-Priority Claim allowed and authorized by
the court in favor of First-Citizens Bank in the principal amount
of $262,000, plus interest accruing at 6.50% per annum from and
after December 27, 2012.

A hearing on the final approval of the Cash Collateral Motion will
be held on July 8, 2013, at 9:30 a.m.

Timothy J. Hogan, Esq., for the Chapter 11 Trustee.  Ted N.
Pettit, Esq., for First-Citizens Bank.  Cynthia M. Johiro, Esq.,
for the State of Hawaii. Christopher J. Muzzi, Esq., for the
Creditors' Committee.

                    About Hawaii Outdoor Tours

Hawaii Outdoor Tours, Inc., operator of the Niloa Volcanoes
Resort in Hilo, Hawaii, filed a Chapter 11 petition (Bankr. D.
Haw. Case No. 12-02279) in Honolulu on Nov. 20, 2012.  Niloa
Volcanoes is a 382-room hotel with a nine-hole golf course.  The
64-acre property is subject to a 65-year lease, commencing Feb. 1,
2006, and provides for a total ground rent for the first 10 years
of $500,000 annually.  The Debtor used a $10 million loan from
First Regional Bank and $10 million of its own cash to invest in
the property.

First-Citizens Bank & Trust Company, which acquired the First
Regional note from the Federal Deposit Insurance Corp., commenced
foreclosure proceedings in August.  First-Citizens Bank asserts a
claim of $9.95 million.  The Debtor believes that the value of the
hotel property exceeds the amount of the First-Citizens Bank note.
Just the bricks and mortar alone was valued in excess of $35
million by First Regional's appraiser and the insurance company.

Bankruptcy Judge Robert J. Faris oversees the case.  Wagner Choi &
Verbrugge acts as bankruptcy counsel.

In its schedules, the Debtor disclosed $52,492,891 in assets and
$11,756,697 in liabilities.  The petition was signed by CEO
Kenneth Fujiyama.

Ted N. Petitt, Esq., represents Secured Creditor First-Citizens
Bank as counsel.  Cynthia M. Johiro, Esq., represents the State of
Hawaii Department of Taxation as counsel.


HIGH PERFORMANCE: Judge Says Stern Rights Can Be Waived
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a judge in Denver anticipated how the U.S. Supreme
Court will decide a constitutional law case next year by ruling
that a defendant can waive the right for a fraudulent-transfer
suit to be decided in federal district court.

According to the report, 17 months after a bankruptcy trustee
filed a fraudulent transfer suit in bankruptcy court, and four
weeks before trial, the defendant filed papers to withdraw the
case to district court on the authority of the Supreme Court's
Stern v. Marshall opinion holding that bankruptcy courts can't
make final rulings in some types of state-law claims.  District
Judge William J. Martinez wrote an opinion on June 25 concluding
that the defendant waived the right for the trial to be held in
district court.  In the term beginning in October, the Supreme
Court will hear a case called Executive Benefits Insurance Agency
v. Arkison where the issue is whether so-called Stern rights can
be waived.

The report notes that Judge Martinez said that the defendant
impliedly waived Stern right by participating actively in
bankruptcy court for 17 months before raising Stern issues.  He
also said there was explicit consent because the defendant
answered the complaint by admitting the lawsuit was within the so-
called core jurisdiction of the bankruptcy court.

The case is Lewis v. Riley (In re High Performance Real Estate
Inc.), 13-cv-00663, U.S. District Court, District of Colorado
(Denver).

On Aug. 21, 2009, High Performance Real Estate, Inc., filed a
voluntary petition for Chapter 7 bankruptcy protection in the
Bankruptcy Court. (Bankr. D. Colo. Case No. 09-27266).  David E.
Lewis was named trustee.


HOUGHTON MIFFLIN: Fitch Affirms 'B+' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed the 'B+' Issuer Default Rating (IDR) of
Houghton Mifflin Harcourt Publishers Inc. (HMH) and its
subsidiaries. Fitch has also affirmed the senior secured term loan
at 'BB+/RR1'. The Rating Outlook is Stable.

Key Rating Drivers

HMH continues to be a leader in the K-12 educational material and
services sector, capturing 37% of its Association of American
Publishers addressable market. Fitch believes investments made
into digital products and services will position HMH to take a
meaningful share of the rebound in the K-12 educational market.
Fitch expects HMH will be able to, at a minimum, maintain its
market share. Fitch's base case model assumes revenues flat in
2013 and growth in 2014 in the low- to mid-single digits, driven
by the adoption of common core standards for the 2014/2015 school
year.

HMH has significant financial flexibility to invest into digital
content and new business initiatives. These investments into
international markets and adjacent K-12 educational material
markets may provide diversity away from highly cyclical state and
local budgets.

The ratings reflect Fitch's belief that the current capital
structure is not permanent, and that long-term, HMH would carry
higher levels of leverage and debt on its balance sheet. Fitch
does not expect any leveraging transactions in the near term.

Leverage and Liquidity

Fitch calculates post-plate unadjusted gross leverage of 1.4x as
of March 31, 2013. Fitch expects leverage to remain in the 1.5x to
1.25x range at year end.

As of March 31, 2013, liquidity was supported by $189 million in
cash and $140 million in short-term investments. The company also
has $133 million in borrowing availability under the $250 million
asset-backed revolver, due 2017. The term loans amortize $2.5
million per year until their 2018 maturity.

Fitch calculates free cash flow (FCF) of negative $61 million in
2012. Fitch expects FCF to turn positive in 2013 and range from
$25 million to $50 million. This improvement is driven in part by
the reduced cash interest burden and the cost associated with
HMH's 2012 restructuring, which will not impact 2013 cash flows.
Fitch expects HMH to continue to dedicate liquidity (including
FCF) towards digital investments and adjacent K-12 educational
material markets.

Given the strong recovery prospects, the $250 million senior
secured term loan and the $250 million asset-backed credit
facility was notched up to 'BB+/RR1'. This Recovery Rating
analysis reflect a restructuring scenario (going-concern) and an
adjusted, distressed enterprise valuation of $1.4 billion using a
6x multiple.

RATING SENSITIVITIES

-- Revenue declines in the mid-single digits could result in
   rating pressures;

-- Long-term, meaningful diversification into international
   markets and into new business initiatives could lead to
   positive rating actions.

Fitch has affirmed the following ratings:

HMH

-- IDR at 'B+';
-- Senior secured term loan at 'BB+/RR1';
-- Senior secured asset backed revolver at 'BB+/RR1'.

Houghton Mifflin Harcourt Publishing Company

-- IDR at 'B+'.

HMH Publishers LLC

-- IDR at 'B+'.

The Rating Outlook is Stable.


HRK HOLDING: Seeks Additional $1.1MM Financing from Regions Bank
----------------------------------------------------------------
HRK Holdings, LLC, and HRK Industries, LLC, seek authority from
the U.S. Bankruptcy Court for the Middle District of Florida,
Tampa Division, to obtain additional postpetition financing in the
amount of $1,093,131, from Regions Bank, N.A.

The additional financing will be used to supplement the Debtors'
cash flow in order to allow the timely payments of the Debtors'
obligations, the Debtors' counsel, Barbara A. Hart, Esq., and
Scott A. Stichter, Esq., at Stichter Riedel Blain & Prosser, P.A.,
in Tampa, Florida, assert in court papers.

Regions Bank, as lender, will be granted first liens on all of the
Debtors' assets other than the avoidance actions and their
proceeds.  Regions Bank will also be granted an allowed
superiority administrative expense claim for the amounts advanced
under the facility.

A hearing on the motion will be held on June 27, 2013, at 1:30
p.m.

                        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., at Stichter, Riedel, Blain & Prosser, P.A., represents
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.


IGPS COMPANY: U.S. Trustee Names 3 Members to Creditors' Committee
------------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, named three
members to the Official Committee of Unsecured Creditors appointed
in the Chapter 11 case of iGPS Company.

The members are:

   1. Belacon Pallet Services, LLC
      Attn: Larry White
      225 E. Robinson St., Ste. 540
      Orlando, FL 32801
      Tel: (407) 992-8807
      Fax: (404) 892-1128

   2. Ryder Integrated Logistics
      Attn: Mike Mandell
      11690 NW 105th St.
      Miami, FL 33178
      Tel: (305) 500-4417
      Fax: (305) 500-3336

   3. MWW Group LLC
      Attn: Steven Pareja
      One Meadowlands Plaza
      East Rutherford, NJ 07077
      Tel: (201) 964-2365
      Fax: (201) 881-8062

                         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%.


INTEGRATED FREIGHT: Incurs $14.3 Million Net Loss in 2012
---------------------------------------------------------
Integrated Freight Corporation filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss of $14.33 million on $20.71 million of revenue for the
year ended March 31, 2012, as compared with a net loss of $7.76
million on $18.82 million of revenue during the prior year.

As of March 31, 2012, the Company had $8.79 million in total
assets, $26.26 million in total liabilities and a $17.47 million
total stockholders' deficit.

DKM Certified Public Accountants, in Clearwater, 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 significant net losses and
cash flow deficiencies.  Those conditions raise substantial doubt
about the Company's ability to continue as a going concern.

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

                        http://is.gd/lCcKqi

                      About Integrated Freight

Integrated Freight Corporation, formerly PlanGraphics, Inc., (OTC
BB: IFCR) -- http://www.integrated-freight.com/-- is a Sarasota,
Florida headquartered motor freight company providing long-haul,
regional and local service to its customers.  The Company
specializes in dry freight, refrigerated freight and haz-waste
truckload services, operating primarily in well-established
traffic lanes in the upper mid-West, Texas, California and the
Atlantic seaboard.  IFCR was formed for the purpose of acquiring
and consolidating operating motor freight companies.

On Aug. 19, 2010, at a special stockholders' meeting the Company
approved a reverse stock split, a relocation of its State of
Incorporation to Florida and a change of its name to Integrated
Freight Corporation.  The Company's name change and State of
Incorporation have been approved and are effective as of
Aug. 18, 2010.  The reverse stock split has been approved but is
not effective as of the date of this filing.


IOWORLDMEDIA INC: Z. McAdoo Held 17.3% Equity Stake at June 20
--------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Zachary McAdoo and his affiliates disclosed
that, as of June 20, 2013, they beneficially owned 40,218,364
shares of common stock of ioWorldMedia, Inc., representing 17.3
percent of the shares outstanding.  Mr. McAdoo previously reported
beneficial ownership of 35,045,950 common shares or 15.4 percent
equity stake as of April 19, 2013.  A copy of the amended
regulatory filing is available at http://is.gd/MnhUTb

                        About ioWorldMedia

Tampa, Fla.-based ioWorldMedia, Incorporated, operates three
primary internet media subsidiaries: Radioio, ioBusinessMusic, and
RadioioLive.

ioWorldMedia disclosed a net loss of $746,619 in 2012, as compared
with a net loss of $954,652 in 2011.  The Company's balance sheet
at March 31, 2013, showed $1.77 million in total assets, $1.71
million in total liabilities, $5.77 million in temporary equity
and a $5.70 million total stockholders' deficit.

Patrick Rodgers, CPA, PA, in Altamonte Springs, FL, 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 minimum cash balance
available for payment of ongoing expenses, a negative working
capital balance, has incurred losses and negative cash flow from
operations for the past two years, and it does not have a source
of revenue sufficient to cover its operating costs.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern.


JACKSONVILLE BANCORP: President and CEO Quits
---------------------------------------------
Stephen C. Green resigned as president and chief executive officer
of Jacksonville Bancorp, Inc., and as chief executive officer of
The Jacksonville Bank, a wholly owned subsidiary of the Company,
on June 24, 2013.  On the same date, Mr. Green also resigned from
the boards of directors of the Company and the Bank.

Mr. Green's resignation as director was not a result of any
disagreement with the Company or the Bank on any matter relating
to the Company's or the Bank's operations, policies or practices.

The Company is engaging an executive search firm to initiate the
search for a successor President and Chief Executive Officer.  The
Company's board of directors intends to appoint Donald F. Glisson,
Jr., the Chairman of the Board, as the Company's interim principal
executive officer.

                    About Jacksonville Bancorp

Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with approximately $583 million in
assets and eight full-service branches in Jacksonville, Duval
County, Florida, as well as the Company's virtual branch.  The
Jacksonville Bank opened for business on May 28, 1999, and
provides a variety of community banking services to businesses and
individuals in Jacksonville, Florida.

Jacksonville Bancorp disclosed a net loss of $43.04 million in
2012, a net loss of $24.05 million in 2011 and a $11.44 million
net loss in 2010.

The Company's balance sheet at March 31, 2013, showed
$520.89 million in total assets, $487.47 million in total
liabilities and $33.42 million in total shareholders' equity.

"Both Bancorp and the Bank must meet regulatory capital
requirements and maintain sufficient capital and liquidity and our
regulators may modify and adjust such requirements in the future.
The Bank's Board of Directors has agreed to a Memorandum of
Understanding (the "2012 MoU") with the FDIC and the OFR for the
Bank to maintain a total risk-based capital ratio of 12.00% and a
Tier 1 leverage ratio of 8.00%.  As of December 31, 2012, the Bank
was well capitalized for regulatory purposes and met the capital
requirements of the 2012 MoU.  If noncompliance or other events
cause the Bank to become subject to formal enforcement action, the
FDIC could determine that the Bank is no longer "adequately
capitalized" for regulatory purposes.  Failure to remain
adequately capitalized for regulatory purposes could affect
customer confidence, our ability to grow, our costs of funds and
FDIC insurance costs, our ability to make distributions on our
trust preferred securities, and our business, results of
operation, liquidity and financial condition, generally,"
according to the Company's annual report for the year ended
Dec. 31, 2012.


LEHMAN BROTHERS: Appeal Advances on Paying Creditors' Lawyers
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Richard J. Sullivan will decide
whether reorganized Lehman Brothers Holdings Inc. can pay
individual creditors' lawyers under a Chapter 11 plan when the
Bankruptcy Code would prohibit making the payments in the midst of
a reorganization.

According to the report, Lehman's Chapter 11 plan, approved by a
confirmation order in 2011, contained a provision reimbursing
committee members for counsel fees paid for their individual
attorneys who assisted them in performing their committee
services.  The committee's own counsel were paid $193 million,
according to the U.S. Trustee.  As the Justice Department's
bankruptcy watchdog, the U.S. Trustee objected to the plan
provision where committee members would be paid $26 million in
reimbursement of individual members' attorneys' fees.  The member
fee issue was separated from plan approval and decided eventually
by the bankruptcy judge in February, in favor of payment.

The report notes that the U.S. Trustee appealed and filed her
final brief June 25, leaving Judge Sullivan to decide whether
payment is permissible.  The controversy revolves around two
provisions in the Bankruptcy Code.  Section 503(b) of the
Bankruptcy Code, amended by Congress in 2005, specifically
prohibits payment of committee members' individual counsel fees.
Naturally, the U.S. Trustee relies most heavily on Section 503(b).

The report relates that the Lehman creditors, like Bankruptcy
Judge James M. Peck, place reliance on Section 1129(a)(4) allowing
the court to approve payment of fees along with confirmation of
the plan.  In their brief filed in May, the creditors point to the
complexity of the Lehman case and say there is no reason to
prohibit a voluntary payment of counsel fees.  They contend that
the prohibition kicks in only if the bankrupt company opposes
paying an individual creditors' counsel fees.  In her last brief
filed June 25, U.S. Trustee Tracy Hope Davis relies on a 2010
decision from the U.S. Supreme Court called Espinosa saying that a
general provision in bankruptcy law can't be used to circumvent a
specific provision.

The report discloses that the outcome of the appeal is important
because, if the Lehman payments pass muster, Chapter 11 plans in
the future may contain provisions paying committee members'
personal attorneys.

The appeal is U.S. Trustee v. Elliott Management Corp. (In re
Lehman Brothers Holdings Inc.), 13-bk-02211, U.S. District Court,
Southern District New York (Manhattan).  The Lehman holding
company Chapter 11 case is In re Lehman Brothers Holdings Inc.,
08-13555, while the liquidation proceeding under the Securities
Investor Protection Act for the brokerage operation is Securities
Investor Protection Corp. v. Lehman Brothers Inc., 08-01420, both
in U.S. Bankruptcy Court, Southern District of New York
(Manhattan).

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Judge Backs Trustee Over Banks in Repo Dispute
---------------------------------------------------------------
Patrick Fitzgerald writing for Dow Jones' DBR Small Cap reports
that a federal bankruptcy judge Tuesday ruled that repurchase
agreements don't qualify for "customer status" in a failed
brokerage business, a blow to a group of banks that had sought
equal footing with customers in the liquidation of Lehman Brothers
Holdings Inc.'s broker-dealer.

                       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.


LUXLAS FUND: Debt Facility Amendments No Impact on Moody's B1 CFR
-----------------------------------------------------------------
Moody's Investors Service reports that Luxlas Fund Limited
Partnership's (d.b.a. Clement Pappas and Company) proposed
amendment to its Term Loan B (rated B2) credit facility is a
credit positive. Moody's views the expanded cushion and reduced
pace of step-downs on the company's leverage covenant as an
enhancement to Clement Pappas' liquidity. Further, the lower
pricing on the Term Loan B facility is expected to improve free
cash flow generation going forward. However, the proposed
amendment to its credit facility does not affect Clement Pappas'
B1 Corporate Family Rating, B2 rating on its Term Loan B or stable
rating outlook.

Clement Pappas and Company, Inc. is a leading manufacturer and
primarily a supplier of private label, shelf-stable juices in the
US. The company produces fruit juices, fruit drinks, organic
juices and cranberry sauces. CPC sells its product through
grocery, mass merchant, club, dollar, drug, natural and
foodservice channels. The company also performs co-packing
services. CPC was acquired by Lassonde Industries Inc. (TSX:
LAS.A), the Pappas family and the Lassonde Family for ~$400
million in August 2011. Revenues for the twelve months ending
March 30, 2013 were approximately $424 million.


MANASOTA GROUP: Late Filed 1st Qtr. 2012 Report Shows $11K Profit
-----------------------------------------------------------------
Manasota Group, Inc., last week filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q for the
quarter ended March 31, 2012.

The document showed net income of $10,891 on $43,751 of total
operating income for the three months ended March 31, 2012, as
compared with a net loss of $21,359 on $64 of total operating
income for the three months ended March 31, 2011.

As of March 31, 2012, the Company had $1.23 million in total
assets, $1.57 million in total liabilities and a $342,957 total
shareholders' deficit.

On April 26, 2013, the Company received a letter from the Office
of Enforcement Liaison in the SEC's Division of Corporation
Finance.  The letter informed the Company that if it does not take
the necessary steps to return the Company into compliance with its
reporting requirements under the Exchange Act within the next 15
days, the SEC may commence administrative proceedings to revoke
the Company's registration under the Exchange Act and impose a
trading suspension with respect to the Common Stock.

On May 6, 2013, the Company filed a letter with the SEC setting
forth a plan for returning into that compliance by filing the
annual report on Form 10-K for 2011 on or before May 31, 2013, and
all other delinquent periodic reports on or before July 31, 2013,
and requesting that no such administrative proceedings or trading
suspension be commenced at this time.  The Company filed its first
delinquent report, the Annual Report on Form 10-K for the year
ended Dec. 31, 2011, on May 23, 2013.

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

                       http://is.gd/kSdsuY

                      About Manasota Group

Manasota Group, Inc., f/k/a Horizon Bancorporation, Inc., was
incorporated in the State of Florida on May 27, 1998, for the
purpose of becoming a bank holding company owning all of the
outstanding capital stock of Horizon Bank, a commercial bank
chartered under the laws of Florida and a member of the Federal
Reserve System.

Manasota Group incurred a net loss of $544,686 on $273,266 of
total operating income for the year ended Dec. 31, 2011, as
compared with a net loss of $5.76 million on $58,184 of total
operating income for the year ended Dec. 31, 2010.


MEDICOR LTD: SEC Revokes Registration of Securities
---------------------------------------------------
The Securities and Exchange Commission has revoked the
registration of securities of Medicor Ltd. for failure to file any
periodic reports with the Commission since the period ended
Sept. 30, 2006.

                         About Medicor Ltd.

Headquartered in North Las Vegas, Nevada, MediCor Ltd. --
http://www.medicorltd.com/-- manufactures and markets products
primarily for aesthetic, plastic and reconstructive surgery and
dermatology markets.

The Company and seven of its affiliates filed for Chapter 11
protection on June 29, 2007 (Bankr. D. Del. Lead Case No. 07-
10877) to effectuate the orderly marketing and sale of their
business.  Dennis A. Meloro, Esq., and Victoria Watson Counihan,
Esq., at Greenberg Traurig, LLP, represent the Debtors' as
Delaware counsel.  The Debtors engaged Alvarez & Marsal North
America, LLC as their restructuring advisor.  David W. Carickhoff,
Jr., Esq., at Blank Rome LLP represents the Official Committee of
Unsecured Creditors as counsel.  In its schedules of assets and
debts, MediCor Ltd. disclosed total assets of $96,553,019, and
total debts of $158,137,507.

MediCor completed the sale of the assets in May 2008.  The net
proceeds from the sale were approximately $45.5 million at the
time.


MERCANTILE BANCORP: Files Chapter 11; Has Deal to Sell Assets
-------------------------------------------------------------
Illinois bank holding company Mercantile Bancorp Inc. filed for
Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11634) in
Wilmington, Delaware, on June 27, with a deal to sell
substantially all of its assets to United Community Bancorp Inc.

Michael Bathon and Dawn McCarty, writing for Bloomberg News,
report that the deal is valued at about $22.3 million.

In its petition, the company, based in Quincy, Illinois, listed
debt of more than $50 million and assets of less than $50 million.
Mercantile owes about $76 million in principal and interest on
junior subordinated debentures underlying capital securities it
issued through four trusts, according to court documents.

According to the Bloomberg report, Chief Executive Officer Lee Roy
Keith said in an affidavit that Mercantile was forced to seek
bankruptcy protection from creditors as a result of "the
precipitous decline in the financial markets during 2007 and 2008,
foreclosure rates, delinquency rates and default rates" at the six
subsidiary banks causing them to suffer "tremendous losses."
Mercantile sold three of its bank subsidiaries in 2009 for $53.6
million, in an attempt to "right the ship."  The efforts were
unsuccessful and its Heartland Bank and Royal Palm Bank were
closed by state regulators in July 2012 and the Federal Deposit
Insurance Corp. took over as receiver.

The report notes the deal with United Community Bancorp is subject
to bankruptcy court approval and competitive bidding at a proposed
auction.  Mercantile said in court papers it will liquidate its
remaining assets.


MF GLOBAL: CFTC Sues Corzine, O'Brien for Misuse of Customer Funds
------------------------------------------------------------------
The U.S. Commodity Futures Trading Commission on Thursday, June
27, 2013, filed an enforcement action in the United States
District Court for the Southern District of New York against MF
Global Inc. (MF Global), a registered futures commission merchant
(FCM), MF Global Holdings Ltd. (Holdings), former Chief Executive
Officer of MF Global and Holdings Jon S. Corzine, and former
Assistant Treasurer of MF Global Edith O'Brien based on, among
other violations, MF Global's unlawful use of customer funds that
harmed thousands of customers and violated fundamental customer
protection laws on an unprecedented scale.

MF Global has agreed to settle all charges against it on terms set
forth in a proposed order that is subject to court approval and
includes 100% restitution of the approximately $1 billion lost by
all commodity customers when the firm failed on October 31, 2011.

Commissioner Jill Sommers stated, "I am pleased that the MF Global
Trustee has agreed to settle the charges against the company.
There is nothing more important than doing everything possible to
make full restitution to all commodity customers. I am also proud
of the members of the Division of Enforcement team, who have
worked so hard on this case to bring us to where we are today."

According to the Complaint, Corzine, a former U.S. Senator and New
Jersey Governor with more than 20 years of Wall Street experience,
joined MF Global as CEO in March 2010 with a plan to transform the
firm from a futures broker into a major investment bank. Corzine's
strategy called for making increasingly risky and larger
investments of the firm's money. In the summer and fall of 2011,
as MF Global's need for cash was rising and its sources of cash
were diminishing, Corzine knew that the firm was relying more and
more on proprietary funds that it held alongside customer funds in
FCM customer accounts. During this time, Corzine did not enhance
MF Global's deficient systems and controls sufficiently to ensure
that the firm's increasing reliance on FCM cash did not result in
unlawful uses of customer money. Ultimately, these failures
contributed to the massive customer losses.

As alleged, during October 2011, MF Global was on the brink of
failure and in desperate need of cash to survive. As Holdings'
Treasurer told Holdings' CFO at that time, in one of many recorded
phone calls obtained by the CFTC, the firm was "skating on the
edge," without "much ice left." Corzine was warned about the
firm's liquidity stresses, and he knew that the firm violated its
own policy that had been designed to protect customer funds.
Holdings' Treasurer recommended to Holdings' CFO in a recorded
call, "we have to tell Jon that enough is enough. We need to take
the keys away from him."

In the last week of October 2011, with virtually no other sources
of immediate cash to turn to, the firm repeatedly and unlawfully
used customer funds for firm needs, ultimately leaving it nearly
$1 billion short of customer funds. In that last week, Corzine is
alleged to have been aware of the firm's true low cash balance,
even as he directed the firm to continue paying large obligations
without inquiring how the firm could come up with the money to do
so. Corzine is charged for the firm's violations as an MF Global
"control person" who, among other things, did not act in good
faith and is also charged with violating his legal obligations to
diligently supervise.

David Meister, the CFTC's Enforcement Director, said, "Turning a
profit is not the only job of the person at the top of a CFTC-
regulated firm. Particularly in times of crisis, the person in
control, like the CEO here, must do what's necessary to prevent
unlawful uses of customer money, so that customers' money is still
there if and when the music stops. The allegations in our
Complaint serve as a stark reminder that we will enforce the law
against responsible individuals at all levels of a firm to ensure
that customer funds are properly safeguarded every minute of every
day."

O'Brien, MF Global's Assistant Treasurer, is charged with aiding
and abetting the firm's misuse of customer funds. According to the
Complaint, she directed, approved, and/or caused improper
transfers of hundreds of millions of dollars from customer
accounts to help meet the firm's needs during the final days of
October 2011, while knowing that MF Global did not have sufficient
proprietary funds available in those customer accounts for those
transfers. The Complaint alleges that O'Brien remarked in a
recorded telephone conversation that it "could be game over" from
a regulatory perspective if funds were not returned to customer
accounts on Friday, October 28, 2011, MF Global's final business
day.

With respect to the company defendants, in addition to the misuse
of customer funds described above, the Complaint charges that MF
Global (i) unlawfully failed to notify the CFTC immediately when
it knew or should have known of the deficiencies in its customer
accounts; (ii) filed false reports with the CFTC that failed to
show the deficits in the customer accounts; and (iii) used
customer funds for impermissible investments in securities that
were not considered readily marketable or highly liquid in
violation of CFTC regulation; and that Holdings controlled the
operations of MF Global and is therefore liable as a principal for
MF Global's violations of the Commodity Exchange Act and CFTC
regulations.

If approved by the United States District Court and the United
States Bankruptcy Court, the proposed settlement of all charges
against MF Global will require 100% restitution of all remaining
commodity customer claims. The proposed order also includes the
imposition of a $100 million penalty, which can be paid to the
extent MF Global has not fully exhausted all available funds and
assets paying customers and then other creditors entitled to
priority under bankruptcy law.

The CFTC also seeks full restitution and penalties against
Holdings, Corzine, and O'Brien, in addition to trading and
registration bans and injunctions against Corzine and O'Brien.

The CFTC appreciates the assistance of the U.S. Attorneys' Offices
for the Southern District of New York and the Northern District of
Illinois, the Federal Bureau of Investigation, the Securities and
Exchange Commission, and the Financial Conduct Authority in the
United Kingdom.

CFTC Division of Enforcement staff members responsible for this
case are Candice Aloisi, Elizabeth Brennan, Patryk Chudy,
Christopher Giglio, Sheila Marhamati, David W. Oakland, Joseph
Rosenberg, Michael Berlowitz, Karin Roth, Chad Silverman, K. Brent
Tomer, Douglas K. Yatter, Steven Ringer, Lenel Hickson, Stephen J.
Obie, and Vincent McGonagle. Jeremy Christianson from the CFTC's
Office of Data and Technology also assisted in this matter, along
with staff from the CFTC's Division of Swap Dealer and
Intermediary Oversight and Division of Clearing and Risk.


MICROMED TECHNOLOGY: Meeting to Form Creditors' Panel on July 2
---------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on July 2, 2013, at 12:00 p.m. in
the bankruptcy case of Micromed Technology.  The meeting will be
held at:

         J. Caleb Boggs Federal Building
         844 King Street, Room 5209
         Wilmington DE 19801

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.


NNN CYPRESSWOOD: Welch Moves to New Firm, Withdraws as Counsel
--------------------------------------------------------------
Brian P. Welch, Esq., at Crane, Heynan, Simon, Welch & Clar, has
asked the U.S. Bankruptcy Court for the Northern District of
Illinois for leave to withdraw as counsel to NNN Cypresswood
Drive 25, LLC.

According to Mr. Welch, he has left the law firm of Arnstein &
Lehr.  Mr. Welch says that his former colleagues at A&L will
continue to represent the Debtor.

                    About NNN Cypresswood Drive

NNN Cypresswood Drive 25, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 12-50952) on Dec. 31, 2012, in Chicago.  The
Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec.
101(51B), has principal assets located at 9720 & 9730 Cypresswood
Drive, in Houston, Texas.  The Debtor valued its assets and
liabilities at less than $50 million.  In its schedules, the
Debtor disclosed assets of Unknown amount and $35,181,271 in
liabilities as of the Chapter 11 filing.

Attorneys at Arnstein & Lehr LLP, in Chicago, represent the Debtor
as counsel.  Mubeen M. Aliniazee and Highpoint Management
Solutions, LLC, serve as the Debtor's financial consultant.


NNN PARKWAY: Hearing on Cash Collateral Continued Until July 10
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
continued until July 10, 2013, at 10 a.m., the hearing to consider
NNN Parkway 400 26 LLC's access to cash collateral.

The Court has authorized the Debtor, on an interim basis, to use
cash collateral which WBCMT 2007-C31 Amberpark Office Limited
Partnership, the lender, asserts an interest.  The Debtor had
access to cash collateral through June 30, 2013, to make
disbursement necessary to protect, preserve and maintain the value
of the property -- a commercial real property located in
Alpharetta, Georgia.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the lender replacement
liens in the property's postpetition rents.

                       About NNN Parkway 400

NNN Parkway 400 26, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Cal. Case No. 12-24593) in Santa Ana, California,
on Dec. 31, 2012.  According to the docket, the schedules of
assets and liabilities, the statement of financial affairs and
other incomplete filings are due Jan. 14, 2013.  Dana Point,
California-based NNN Parkway estimated assets and debts of
$10 million to $50 million.

Christine E. Baur at the Law Office of Christine E. Baur and David
A. Lee, at Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP
represent the Debtor.


NORTH AMERICAN: SEC Revokes Registration of Securities
------------------------------------------------------
The U.S. Securities and Exchange Commission has revoked the
registration of securities of North American Scientific, Inc.

North American Scientific is delinquent in its periodic filings
with the Commission, having not filed any periodic reports since
it filed a Form 10-Q for the period ended Jan. 31, 2009, which
reported a net loss of over $2.6 million for the prior three
months.

                 About North American Scientific

North American Scientific, Inc. -- http://www.nasmedical.com/--
operating under the name NAS Medical, is a leader in applying
radiation therapy in the fight against cancer.  Its innovative
products provide physicians with tools for the treatment of
various types of cancers.

North American Scientific filed for bankruptcy on March 11, 2009
(Bank. C.D. Calif. Case No. 09-12675).  Judge Maureen Tighe
presides over the case.  Marc J. Winthrop, Esq., at Winthrop
Couchot Professional Corporation, in Newport Beach, California,
serves as bankruptcy counsel.

The Company had $7.2 million in total assets; $6.4 million in
total current liabilities; $472,000 in long-term severance
liability; and $334,000 in stockholders' deficit as of January 31,
2009.


NORTHCORE TECHNOLOGIES: Annual Meeting Set on July 23
-----------------------------------------------------
The annual and special meeting of the shareholders of Northcore
Technologies Inc. will be held in the Gallery Room, at the TMX
Broadcast Centre, The Exchange Tower, 130 King Street West,
Toronto, Ontario, on July 23, 2013, at 3:00 p.m., Toronto time,
to:

1. receive and consider the Company's financial statements for
   the financial year ended Dec. 31, 2012, together with the
   report of the auditors thereon;

2. elect directors for the ensuing year;

3. appoint auditors for the ensuing year and to authorize the
   Audit Committee of the Board of Directors to fix their
   remuneration;

4. consider and, if deemed advisable, to pass a special
   resolution, authorizing the consolidation of all issued and
   outstanding shares of the Company on the basis of one post-
   consolidation common share for up to 20 pre-consolidation
   common shares;

5. consider and, if deemed advisable, to pass a special
   resolution authorizing approval of the Cielo renewable-diesel
   intellectual property purchase transaction and the issuance of
   common shares of the Company;

6. consider and, if deemed advisable, to pass a special
   resolution authorizing changing the name of the Company to
   "Cielo Technologies Inc." or such other name as may be approved
   by the Board of Directors of the Company, effective upon the
   closing of the asset purchase transaction;

7. consider and, if deemed advisable, to pass a resolution
   authorizing an increase in the maximum number of options to be
   granted under the Company's Stock Option Plan to 15 percent of
   the common shares outstanding after the share consolidation and
   asset purchase transaction contemplated above; and

8. transact further and other business as may properly
   come before the Meeting or any adjournment thereof.

                   About Northcore Technologies

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50% of GE Asset Manager, LLC, a joint business
venture with GE.  Together, the companies work with leading
organizations around the world to help them liberate more capital
value from their assets.

The Company reported a loss and comprehensive loss of
C$3.93 million in 2011, compared with a loss and comprehensive
loss of C$3.03 million in 2010.

The Company's balance sheet at March 31, 2013, showed
C$2.63 million in total assets, C$1.17 million in total
liabilities and C$1.46 million in total shareholders' equity.


NOVADEL PHARMA: Meeting on Sale to Suda Reset to July 19
--------------------------------------------------------
NovaDel Pharma Inc. disclosed that the Special Meeting of the
Company's Stockholders scheduled for June 27 for the purpose of
obtaining stockholder approval of the sale of substantially all of
the Company's assets to Suda Ltd. and the liquidation and
dissolution of the Company, was adjourned due to the lack of the
requisite quorum.  A majority of the Company's outstanding common
stock must be present at the Special Meeting, either in person or
by proxy, to establish a quorum, but only approximately 45% of the
outstanding shares have been voted.  However, of the votes that
have been cast to date, over 75% of such votes have been cast in
favor of the proposals.

The Special Meeting of the Company's Stockholders has been
adjourned to 9:00 a.m. Eastern Time on July 19, 2013, and will be
held at the offices of Morgan, Lewis & Bockius LLP, located at 101
Park Avenue, New York, New York 10178.  The meeting is being
adjourned to provide the Company with additional time to solicit
proxies from its stockholders to establish the requisite quorum
for the conduct of business at the Special Meeting of
Stockholders.

"I urge the stockholders to vote for the proposals for the reasons
set forth in the proxy statement," stated Steven B. Ratoff, Chief
Executive Officer and Sole Director of the Company.  "We believe
that the Suda transaction and the subsequent liquidation and
dissolution of the Company provide stockholders with the best
opportunity to potentially monetize their investment in the
Company and will allow the Company to distribute the maximum
amount of cash or other assets to the Company's stockholders.  In
the event the proposals are not approved by the Company's
stockholders, we will likely be forced to file for bankruptcy."

The Company's proxy materials, including its Notice of the Special
Meeting, which were previously filed and mailed to the Company's
stockholders on or about May 24, 2013, as well as the agenda for
the meeting set out therein, remain unchanged.  The record date
for the stockholders entitled to vote at the special meeting
remains the close of business on May 9, 2013.

Stockholders who have not voted as of yet are encouraged to submit
their votes.  Votes can be submitted via the internet at
www.proxyvote.com, via telephone by calling 1-800-690-6903, or via
mail by marking, signing and dating your proxy card and returning
it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood,
NY 11717.  Additional proxies for the adjourned meeting will be
accepted until 11:59 PM Eastern Time on July 18, 2013.  Proxies
previously submitted for the Special Meeting will be voted at the
adjourned meeting unless revoked. Stockholders who have already
voted on the proposal do not need to take any further action.

                       About Novadel Pharma

NovaDel Pharma Inc. -- http://www.novadel.com/-- is a specialty
pharmaceutical company that develops oral spray formulations of
marketed pharmaceutical products.  The Company's patented oral
spray drug delivery technology seeks to improve the efficacy,
safety, patient compliance, and patient convenience for a broad
range of prescription pharmaceuticals.


NSR SURGICAL: Meeting to Form Creditors' Panel on July 2
--------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on July 2, 2013, at 10:00 a.m. in
the bankruptcy case of NSR Surgical Center, LLC, et al.  The
meeting will be held at:

         United States Trustee's Office
         One Newark Center
         1085 Raymond Blvd.
         21st Floor, Room 2106
         Newark, NJ 07102

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' case.

The organizational meeting is not the meeting of creditors
pursuant to Section 341 of the Bankruptcy Code.  A representative
of the Debtor, however, may attend the Organizational Meeting, and
provide background information regarding the bankruptcy cases.

To increase participation in the Chapter 11 proceeding, Section
1102 of the Bankruptcy Code requires that the United States
Trustee appoint a committee of unsecured creditors as soon as
practicable.  The Committee ordinarily consists of the persons,
willing to serve, that hold the seven largest unsecured claims
against the debtor of the kinds represented on the committee.

Section 1103 of the Bankruptcy Code provides that the Committee
may consult with the debtor, investigate the debtor and its
business operations and participate in the formulation of a plan
of reorganization.  The Committee may also perform other services
as are in the interests of the unsecured creditors whom it
represents.


ORCHARD SUPPLY: Puma Capital Held 5.6% Class A Shares at June 21
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Puma Capital, LLC, disclosed that, as of June 21,
2013, it beneficially owned 273,980 shares of Class A common stock
of Orchard Supply Hardware Stores Corporation representing 5.67
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/H5HQ4q

                        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.


OZ GAS: RBS Citizens Wants Disclosure Statement Tossed
------------------------------------------------------
RBS Citizens, N.A., dba Charter One, objected to the approval of
the Disclosure Statement explaining John D. Oil and Gas Company,
et al.'s First Amended Plan of Reorganization dated April 22,
2013.

According to RBS, the proposed treatment of its claim still is not
fair and equitable.  RBS said the Plan cannot be confirmed over
its objection.  RBS also said the Debtors do not have the support
of other creditors for their proposed Plans, and the bankruptcy
estates clearly cannot bear the cost of a contested confirmation
process regarding non-confirmable Plans.

RBS is represented by Frederick D. Rapone, Jr., Esq., at Campbell
& Levine, LLC; and Andrew C. Kassner, Esq., at Drinker Biddle &
Reath LLP.

RBS argued that, among other things:

   1. the Plans grant impermissible third parties releases;

   2. the Plans impermissibly artificially impair the claims of
      general unsecured creditors; and

   3. the revised financial projections and related data do not
      support a feasibility finding.

As reported in the Troubled Company Reporter on June 17, 2013, the
Debtors' case docket says the Bankruptcy Court has continued until
further Court order the hearing on adequacy of information in the
Amended Disclosure Statement explaining the Debtor's Plan.

According to the Disclosure Statement, the Debtor's First Amended
Plan of Reorganization dated April 22, 2013, provides that
Priority Claims will receive payment in full within 60 days of the
Effective Date.

The Debtor will make monthly interest payments to RBS Citizens
N.A. (Class 2) doing business as Charter One, on the allowed
amount of the claim over a five-year term with interest at the
non-default contract rate.

Holders of Allowed Class 3 claims will be re-amortized to the
remaining length of the contract, plus 60 months, with interest
accruing at the contract rate.

Allowed General Unsecured Claims (Class 4) -- unless the
Debtor and the holder of any such allowed claim agree to a
different treatment, each holder of an Allowed Class 4 Claim will
receive 90 percent of its claim, paid in cash, within one year of
the Effective Date.

The Equity Interest (Class 5) owners will retain their interests
in the Debtor.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/OZ_GAS_ds_1amendedplan.pdf

                         About John D. Oil,
                Great Plains Exploration and Oz Gas

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains
Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr.
W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11, 2012.  Two
days later, John D. Oil filed its own Chapter 11 petition (Bankr.
W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011 and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated $10
million to $50 million in assets and debts.  John D. Oil's balance
sheet at Sept. 30, 2011, showed $8.12 million in total assets,
$12.92 million in total liabilities and a $4.79 million total
deficit.  The petitions were signed by Richard M. Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


PACIFIC GOLD: Al Landau Held 7.5% Equity Stake at April 22
----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Al Landau disclosed that, as of April 22, 2013, he
beneficially owned 214,008,538 shares of common stock of Pacific
Gold Corp. representing 7.5 percent of the shares outstanding.  A
copy of the regulatory filing is available at http://is.gd/zMH2T2

                        About Pacific Gold

Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the
identification, acquisition, and development of prospects believed
to have gold mineralization.  Pacific Gold through its
subsidiaries currently owns claims, property and leases in Nevada
and Colorado.

Pacific Gold diclosed a net loss of $16.62 million in 2012, as
compared with a net loss of $1.38 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $1.42 million in total
assets, $4.63 million in total liabilities and a $3.20 million
total stockholders' deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred losses from
operations, has negative working capital and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


PARK SIDE: Avery Laub Approved as Chief Restructuring Officer
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Park Side Estates, LLC to (i) appoint Avery Laub as
chief restructuring officer of the Debtor; and (ii) terminate the
receivership stipulation between the Debtor and the Community
Preservation Corporation dated March 15, 2013, and remove and
discharge the receiver from any further responsibilities with
respect to the properties or the foreclosure proceedings.

The Debtor related that it has negotiated with Classon Estates LLC
a resolution of its Chapter 11 case that provides for a sale of
the properties pursuant to Section 363 of the Bankruptcy Code and
the filing of a consensual plan of reorganization that will
provide for the sale of the properties and the distribution of the
sale proceeds.

The CRO will oversee and manage the Debtor during the pendency of
the case and ensure that the properties are maintained in a safe
and secure manner.  The CRO will be compensated by the Debtor at a
rate of $3,000 per month for the duration of the engagement.
Classon Estates LLC will fund the CRO's monthly fees and expenses.

                      About Park Side Estates

Monsey, New York-based Park Side Estates, LLC, sought Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Case No. 13-22198) in White
Plains on Feb. 7, 2013, estimating assets and liabilities in
excess of $10 million.

The Debtor owns the real property located at 143-159 Classon
Avenue, Brooklyn, New York, improved by two buildings with 37
residential units, commercial units and parking.  It said that its
principal asset is located at 143-159 Classon Avenue, in Brooklyn.

The Debtor sought bankruptcy to trigger the automatic stay to stop
the auction.

The petition was signed by Moshe Junger as managing member.
Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene
Genovese & Gluck, P.C., serves as the Debtor's counsel.  The
Debtor estimated assets and debts of at least $10 million as of
the Petition Date.  Judge Robert D. Drain presides over the case.


PARK SIDE: Wants to Incur $300,000 DIP Loan From Classon Estates
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
Park Side Estates, LLC, by its proposed attorneys, Robinson Brog
Leinwand Green Genovese & Cluck P.C., seeks authority to obtain
postpetition financing of up to $300,000 from Classon Estates V,
LLC, affiliate of secured creditor.

Classon Estates LLC is successor in interest to the Debtor's
construction lender, the Community Preservation Corporation.

The Debtor would use the financing to operate the real property
and improvements on 143 and 159 Classon Avenue, Brooklyn, New
York.  Other material terms of the financing includes (i) an
interest rate of 10 percent per annum; (ii) an origination fee two
percent; repayment of the advances and any accrued interest will
be due on the earlier of (a) the effective date of any Plan; or
(b) Aug. 17, 2013.

The Debtor relates that the financing is included in a agreement
entered with Classon pursuant to a resolution of its case that
provides for a sale of the properties pursuant to Section 363 of
the Bankruptcy Code; and the filing of a consensual plan of
reorganization that will provide for the sale of the properties
and the distribution of the sale proceeds.  The lender has agreed
to finance the balance of the Debtor's case, subject to certain
terms and conditions, including, but not limited to, the
appointment of an independent third party to act as chief
restructuring officer.

                      About Park Side Estates

Monsey, New York-based Park Side Estates, LLC, sought Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Case No. 13-22198) in White
Plains on Feb. 7, 2013, estimating assets and liabilities in
excess of $10 million.

The Debtor owns the real property located at 143-159 Classon
Avenue, Brooklyn, New York, improved by two buildings with 37
residential units, commercial units and parking.  It said that its
principal asset is located at 143-159 Classon Avenue, in Brooklyn.

The Debtor sought bankruptcy to trigger the automatic stay to stop
the auction.

The petition was signed by Moshe Junger as managing member.
Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene
Genovese & Gluck, P.C., serves as the Debtor's counsel.  The
Debtor estimated assets and debts of at least $10 million as of
the Petition Date.  Judge Robert D. Drain presides over the case.


PARK SIDE: Creditors Have Until July 3 to File Proofs of Claim
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
established July 3, 2013, at 5 p.m., as the deadline for any
individual or entity to file proofs of claim against Park Side
Estates, LLC.

Monsey, New York-based Park Side Estates, LLC, sought Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Case No. 13-22198) in White
Plains on Feb. 7, 2013, estimating assets and liabilities in
excess of $10 million.

The Debtor owns the real property located at 143-159 Classon
Avenue, Brooklyn, New York, improved by two buildings with 37
residential units, commercial units and parking.  It said that its
principal asset is located at 143-159 Classon Avenue, in Brooklyn.

The Debtor sought bankruptcy to trigger the automatic stay to stop
the auction.

The petition was signed by Moshe Junger as managing member.
Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene
Genovese & Gluck, P.C., serves as the Debtor's counsel.  The
Debtor estimated assets and debts of at least $10 million as of
the Petition Date.  Judge Robert D. Drain presides over the case.


PARK SIDE: Robinson Brog Approved as Bankruptcy Counsel
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Park Side Estates LLC to employ Robinson Brog Leinwand
Greene Genovese & Gluck P.C. as counsel.  As reported in the
Troubled Company Reporter on May 29, 2013, A. Mitchell Green,
Esq., attests that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.  The
firm will received five payments totaling $21,213.

                      About Park Side Estates

Monsey, New York-based Park Side Estates, LLC, sought Chapter 11
bankruptcy protection (Bankr. S.D.N.Y. Case No. 13-22198) in White
Plains on Feb. 7, 2013, estimating assets and liabilities in
excess of $10 million.

The Debtor owns the real property located at 143-159 Classon
Avenue, Brooklyn, New York, improved by two buildings with 37
residential units, commercial units and parking.  It said that its
principal asset is located at 143-159 Classon Avenue, in Brooklyn.

The Debtor sought bankruptcy to trigger the automatic stay to stop
the auction.

The petition was signed by Moshe Junger as managing member.
Arnold Mitchell Greene, Esq., at Robinson Brog Leinwand Greene
Genovese & Gluck, P.C., serves as the Debtor's counsel.  The
Debtor estimated assets and debts of at least $10 million as of
the Petition Date.  Judge Robert D. Drain presides over the case.


PARKER BROS: Case Summary & 2 Unsecured Creditors
-------------------------------------------------
Debtor: Parker Bros., Inc.
        905 Westpark Dr.
        Kissimmee, FL 34747

Bankruptcy Case No.: 13-07781

Chapter 11 Petition Date: June 24, 2013

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

Judge: Cynthia C. Jackson

Debtor's Counsel: Aldo G Bartolone, Jr., Esq.
                  BARTOLONE LEGAL GROUP PA
                  230 E. Marks Street
                  Orlando, FL 32803
                  Tel: (407) 999-2236
                  Fax: (407) 999-2237
                  E-mail: aldo@bartolonelaw.com

Scheduled Assets: $2,805,804

Scheduled Liabilities: $1,446,433

A copy of the Company's list of its largest unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/flmb13-7781.pdf

The petition was signed by Robert J. Parker, president.


PETROQUEST ENERGY: $200MM Add-On Notes Gets Moody's 'Caa1' Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to PetroQuest
Energy Inc.'s proposed $200 million senior unsecured add-on notes
which will have the same terms and conditions at its existing 10%
Senior Notes due 2017. Moody's affirmed the Corporate Family
Rating (CFR) at B3, the existing senior unsecured notes at Caa1,
and changed the Speculative Grade Liquidity (SGL) rating to
SGL-3.

PetroQuest will use the proceeds to fund its acquisition of
producing shallow water Gulf of Mexico Shelf assets. The outlook
was changed to positive from stable due to the company's increased
size and improving operational profile.

Issuer: PetroQuest Energy, Inc.

Assignments:

$200M Senior Unsecured Notes at Caa1 (LGD4, 65%)

Affirmations:

Probability of Default Rating, Affirmed B3-PD

Corporate Family Rating, Affirmed B3

$150M 10% Senior Unsecured Notes at Caa1 (LGD4, 65%)

Downgrades:

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

Rating Rationale:

The B3 CFR is reflects the company's diversified drilling
inventory with liquids focused drilling opportunities, an
improving operational profile as the company continues to
complement its legacy Gulf of Mexico and Gulf Coast operating
areas with longer-life, onshore development assets, its
management's expertise and track record in operating areas, and
conservative financial policies that is evident in Petroquest's
low leverage. The rating is restrained by the company's high
proportion of gas production a challenged gas price environment
and small scale relative to higher rated peers.

The positive outlook reflects PetroQuest's improving operational
profile with pro forma production approaching 20 mboe/day and
liquids accounting for almost 25% of pro forma reserves. Moody's
could upgrade the ratings if average daily production were to
increase to over 20 mboe/d with a LFCR above 1.0x and RCF / debt
of at least 25%, while maintaining sufficient liquidity and
covenant headroom. Moody's could downgrade the ratings if leverage
on production were to be sustained above $30,000 / boe, if LFCR
were to be sustained below 1.0x due to operational issues, or if
RCF / debt was expected to be sustained materially below 20%.

The acquisition of shallow water Gulf of Mexico assets includes an
estimated 5.3 mmboe (million barrels of oil equivalent) of proved
reserves (34% liquids and 66% gas), all proved developed.
PetroQuest can readily produce these assets to generate cash flow
that will primarily be allocated to its Woodford and East Texas
acreage to ramp up production while extending its reserve life.
The acquisition will modestly increase PetroQuest's leverage on
production and proved developed reserves at $24,000/boe and
$13/boe. However, it will remain substantially less than the B2
average and median leverage metrics. Historically, PetroQuest has
targeted a capital budget that can be funded through cash flows
from operations and non-core asset sales, thereby eliminating the
need to take on additional debt. Moody's expects PetroQuest to
continue their conservative financial policies, and therefore,
leverage should improve with growth in production and reserves
from pro forma levels.

PetroQuest is expected to have sufficient liquidity through mid-
2014. The company expects to fund 2013 capital spending with a
combination of operating cash flow, cash balances, JV drilling
carry, and non-core asset sales. Additional liquidity is provided
by $90 million of availability (as of June 20, 2013) under its ABL
revolver, which has $150 million in lender commitments and a $200
million borrowing base. Financial covenants under the facility are
debt / EBITDAX of no more than 3.5x and a current ratio of no less
than 1.0x. Moody's anticipates that the company will be in
compliance with these covenants through at least mid-2014.
PetroQuest has no debt maturing in the near term, with the credit
facility maturing in October 2016 and the senior notes in 2017.
The Speculative Grade Liquidity rating was lowered to SGL-3 from
SGL-2 due to the increased reliance on the revolver to fund the
company's capital program, in the absence of additional assets
sales or equity issuance. Substantially all of the company's oil
and gas assets are pledged as security under the facility, which
limits the extent to which asset sales could provide a source of
additional liquidity if needed.

The Caa1 senior unsecured note rating reflects its subordination
to the secured revolver. The modest size of the senior secured
revolver relative to the $350 million of senior unsecured notes
results in the notes being rated one notch beneath the B3 CFR
under Moody's Loss Given Default Methodology.

The principal methodology used in rating PetroQuest Energy, Inc.
was the Global Independent Exploration and Production Industry
Methodology 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.

PetroQuest Energy, Inc. is a publicly traded independent oil and
gas exploration and production company, which is headquartered in
Lafayette, Louisiana.


PLASTIPAK HOLDINGS: Moody's Lowers Rating on $225MM Notes to Caa1
-----------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
and B2-PD probability of default rating of Plastipak Holdings Inc.
Additionally, Moody's downgraded the rating on the $225 million
senior unsecured notes due August 2019 to Caa1 from B3. The
ratings outlook is stable. The downgrade of the senior unsecured
notes reflects the recent changes in the company's capital
structure and not a change in Moody's fundamental opinion of the
company.

Moody's considers Plastipak well-positioned in the B2 corporate
family rating category. Plastipak has increased the amount of
secured debt which is structurally senior to the senior unsecured
notes and reduced the overall amount of senior unsecured debt that
had previously provided loss absorption. The company added a $125
million senior secured term loan due March 2017 and repaid the
$250 million senior notes due 2015.

Moody's took the following actions:

- Affirmed B2 corporate family rating

- Affirmed B2-PD probability of default rating

- Downgraded $225 million senior unsecured notes due August 2019
   to Caa1 (LGD5-85%) from B3 (LGD5-74%)

The ratings outlook is stable.

Ratings Rationale:

Plastipak's B2 Corporate Family Rating reflects the company's weak
EBIT margin and free cash flow to debt for the rating category and
concentration of sales. The rating also reflects the company's
large percentage of commodity products and the risk inherent in
Plastipak's strategic transition to higher margin, less
commoditized products. Additionally, the industry remains
fragmented and competitive with strong price pressure.

Strengths in the company's profile include a strong market
position and strong leverage and interest coverage for the rating
category. Plastipak also benefits from an expected ramp up in new
contracts, a high percentage of long-term contracts and a low
percentage of contract renegotiations over the next twelve months.
Plastipak has a strong relative market position and long-standing
relationships with multi-national and well-established customers.

The rating could be upgraded if the company improves its financial
profile on a sustained basis within the context of a stable
operating and competitive environment. The EBIT margin is weak for
the rating category and the company would need to improve or
offset that with improved free cash flow to debt and maintain low
leverage in order for an upgrade to be considered. In addition,
Plastipak would also need to maintain adequate cushion under
existing covenants in the credit facility. Specifically, the
ratings could be upgraded if free cash flow to debt improves to
the positive mid-single digits, the EBIT margin rises above 7.5%
and debt to EBITDA remains well below 5.5 times on a sustained
basis.

The ratings could be downgraded if there is deterioration in the
competitive and operating environment, deterioration in credit
metrics, or a debt financed acquisition resulting in a sizeable
increase of leverage. A failure to maintain adequate cushion under
existing covenants in the credit facility could also prompt a
downgrade. Moody's also notes that the rating of the existing
senior notes are highly sensitive to any increase in senior
secured debt given the mechanics of the loss given default
methodology. Specifically, the ratings could be downgraded if free
cash flow becomes negative, the EBIT margin declines below 5.5%
and/or debt to EBITDA rises above 5.5 times.

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.


PLYMOUTH OIL: Can Continue to Use Cash Collateral
-------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Iowa
Authorized Plymouth Oil Company, L.L.C., to continue to use the
cash collateral of Ryan Lake, Steve Vande Brake, Arlon Sandbulte,
Dirk Dorn, and Iowa Corn Opportunities, LLC, (collectively,
"Bridge Lenders") and of Iowa Prairie Bank, Iowa Corn Processors,
L.C., and FWS Industrial Projects, USA Inc., in order to provide
funding for, among other things:

   (a) the maintenance and preservation of its assets;

   (b) the continued operation of its business, including employee
       expenses, current tax obligations and insurance expenses;
       and

   (c) professional fees and the United States Trustee fees.

The Secured Creditors are granted, as adequate protection for the
use of Cash Collateral, replacement liens and adequate protection
claims; provided, however, that the Replacement Liens and the
Adequate Protection Claims will (i) be subject and subordinate to
valid, properly-perfected liens on the Debtor's assets as of the
Petition Date and the Carve-Out, and (ii) not extend to the
Avoidance Actions or their proceeds.

The continued use of the Cash Collateral continues through and
including the seventh day following the Court's ruling on
confirmation of the Debtor's First Amended Plan of Reorganization,
unless the Court enters a further order extending or ending the
Debtor's authorization to use Cash Collateral.

                         About Plymouth Oil

Plymouth Oil Company, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Iowa Case No. 12-01403) in Sioux City on July 23,
2012.  In its amended schedules, the Debtor disclosed $21,623,349
in total assets and $12,891,586 in total liabilities.

Plymouth Oil -- http://www.plymouthoil.com-- has a $30 million
extraction plant located at 22058 K-42 Merrill, Iowa, directly
across from the new Plymouth Energy Ethanol Plant.

Founded by local investors, Plymouth Oil Company, LLC started
operations in February 2010 purchasing raw corn germ and refining
this material into de-oiled germ meal and kosher food-grade
cooking oil.  The plant has the capability of pumping out 90 tons
of corn oil each day and about 300 tons of DCGM (defatted corn
germ meal) daily, which is used for hog, poultry and dairy feed.

Bankruptcy Judge Thad J. Collins presides over the case.  Bradley
R. Kruse, Esq., and Adam J. Freed, Esq., at Brown, Winick, Graves,
Gross, Baskerville and Schoenebaum, P.L.C., represent the Debtor
as counsel.  The petition was signed by David P. Hoffman,
president.

Secured creditors Arlon Sandbulte, Ryan Lake, Dirk Dorn, Steven
Vande Brake, and Iowa Corn Opportunities, LLC, are represented by
lawyers at Baird Holm LLP in Omaha, Nebraska.


POSEIDON CONCEPTS: Counsel Appointed for Investor Class in CCAA
---------------------------------------------------------------
On April 9, 2013, Poseidon Concepts Corp. and certain of its
affiliates obtained creditor protection under the Companies'
Creditors Arrangement Act (CCAA).

Prior to the Initial Order, three class proceedings had been
commenced against Poseidon and certain of its directors and
officers in Alberta, Ontario and Quebec, seeking to represent past
and current shareholders of Poseidon.

On May 31, 2013, the Alberta Court of Queen's Bench made an order
appointing Franz Auer, Joanna Goldsmith and Marian Lewis to
represent the Class Members in Poseidon's CCAA proceedings.  The
Representation Order also appoints Jensen Shawa Solomon Duguid
Hawkes LLP, Siskinds LLP, Siskinds, Demeules, S.E.N.C.R.L and
Paliare Roland Rosenberg Rothstein LLP as counsel to the
Representatives.  A copy of the Representation Order is available
on the Monitor's website at http://is.gd/IRS99k

The Representation Order applies to "Class Members," who are
defined as all persons and entities, wherever they may reside, who
acquired Poseidon's Securities on or before February 14, 2013 by
distribution in Canada or on the Toronto Stock Exchange or other
secondary market in Canada, which includes securities acquired
over the counter, and all persons and entities who acquired
Poseidon's Securities during such period who are resident of
Canada or were resident of Canada at the time of the acquisition,
except certain excluded persons.

Any Class Member who wishes to not be represented by the
Representatives and Representative Counsel in Poseidon's CCAA
proceedings may opt out of the representation by providing the
Monitor, PricewaterhouseCoopers Canada, with written notice.  The
Opt-Out Letter must be submitted by July 29, 2013.

A copy of the Opt-Out Letter, together with a copy of the
Representation Order and all documents filed with the Court in the
CCAA proceedings are available on the Monitor's website at:
http://www.pwc.com/ca/en/car/poseidon

Contact information for Representative Counsel can be found at:
http://is.gd/4TdiJb

                  About Poseidon Concepts Corp.

Based in Calgary, Alberta, Poseidon Concepts Corp. filed for
Chapter 15 protection (Bankr. D. Colo. Case No. 13-15893) on
April 12, 2013.  Bankruptcy Judge Howard R. Tallman presides over
the case.  Brent R. Cohen, Esq., at Rothgerber Johnson & Lyons
LLP, represents the Debtor in their U.S. restructuring efforts.
The Debtors estimated $100,001 to $500,000 in assets and
$50 million to $100 million in debts.  The petition was signed by
Clinton L. Roberts at PricewaterhouseCoopers Inc., the foreign
representative.  Affiliates that simultaneously filed Chapter 15
petitions are Poseidon Concepts, Ltd., Poseidon Concepts Limited
Partnership; and Poseidon Concepts, Inc.


PROMMIS HOLDINGS: Puts Three More Subsidiaries Into Chapter 11
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Prommis Holdings LLC, a provider of foreclosure
services for mortgage servicers, put three more of its
subsidiaries into Chapter 11 June 25.

According to the report, the newly minted bankrupt companies are
EC Closing Corp., EC Closing Corp. of Washington and EC Posting
Closing Corp.  Acquired in 2007, the subsidiaries provide
foreclosure-related services in the western U.S.

The new bankruptcies will be handled together with the parent's.
Prommis filed for bankruptcy reorganization in March even though a
debt-for-equity exchange in June 2012 extinguished equity and
mezzanine debt.  The lenders took over ownership of the operating
subsidiaries through a so-called "friendly foreclosure" where
mezzanine debt holders received some of the new equity.

                      About Prommis Holdings

Atlanta, Georgia-based Prommis Holdings, LLC, and its 10
affiliates delivered their petitions for voluntary bankruptcy
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 13-10551) on March 18, 2013.  Judge Brendan Linehan Shannon
presides over the case.  Steven K. Kortanek, Esq., at Womble
Carlyle Sandridge & Rice, LLP, serves as the Debtors' counsel,
while Kirkland & Ellis LLP serves as co-counsel.  The Debtors'
restructuring advisor is Huron Consulting Services, LLC.  Donlin
Recano & Company, Inc., is the Debtors' claims agent.

The petition estimated the lead Debtors' assets to range between
$10 million and $50 million and the lead Debtor's debts between
$50 million and $100 million.  The petitions were signed by
Charles T. Piper, chief executive officer.

The U.S. Trustee for Region 3 appointed three creditors to serve
in the Official Committee of Unsecured Creditors.


PUERTO DEL REY: First Amended Joint Plan Declared Effective
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico
confirmed the First Amended Joint Chapter 11 Plan proposed by
Puerto Del Rey, Inc., Firstbank Puerto Rico, and purchaser PBF-TEP
Acquisitions, Inc.

In minutes of proceedings held on May 30, 2013, the Court
concluded that, among other things:

   1. there is no pending contested issue regarding creditor
      United Surety & Indemnity Company, and other parties-in-
      interest;

   2. there are no objections that the plan be deemed to provide
      adequate information; and

   3. the Debtor's request to determine that a separate disclosure
      statement is not necessary, is granted.

The Court stated that the Plan is effective as of May 30.

In this relation, the Court ordered that upon the confirmation
order, the clerk will change the caption of the case to read: In
re Marina OldCo. (formerly In re Puerto Del Rey, Inc. aka Marina
Puerto del Rey).

Charles A. Curprill, P.S.C. Law Offices represents the Debtor.
Reichard & Escalera, and Hollad & Knifht LLP are co-counsel for
FirstBank of Puerto Rico.  Fernandez, Collins, Cuyar & Pla, and
O'Melveny & Myers LLP are co-counsel for PBF-TEP Acquisitions,
Inc.

                              The Plan

The Plan filed on May 23, 2013, contemplates and is predicated
upon the entry of an order approving (i) the sale of substantially
all of the Debtor's assets, and other transactions, pursuant to
which the purchaser will fund the Plan, and (ii) in conjunction
therewith, the Cacimar Agreement, which encompasses global
settlement of issues by and among the purchaser, the Additional
Disclosure Entities, FirstBank and the PdR Group Members related
to the purchased assets.  For avoidance of doubt, no act or action
by any party from and after the Effective Date will impair or
otherwise modify, alter, or undermine in any respect the validity
of the sale or the Definitive Documentation.

Under the Plan, the holders of claims in Class 1 (Priority Non-Tax
Claims), Class 3 (BPPR Secured Claim) and Class 4 (General
Unsecured Claims) are not impaired as that term is defined in
Section 1124 of the Bankruptcy Code; and are presumed to have
accepted the Plan.

Holders of Claims in Class 2 (FirstBank Secured Claim) and
Class 6 (Equity Interests) are impaired.  However, FirstBank has
agreed to accept, on the Effective Date, direct cash payment
from the Purchaser in the amount of $40,750,000 (comprised of
$2,000,000 from JPMorgan Chase Bank, N.A. deposited by the
purchaser in escrow with JPMorgan pursuant to a separate
agreement, and $38,750,000 from the purchaser, in full and final
satisfaction of the FirstBank Secured Claim, and FirstBank is
deemed to have accepted the Plan pursuant to such settlement.

Holders of Claims in Class 5 (Intercompany Claims and Insider
Claims) will not receive or retain any property on account of the
claims

A coy of the Plan is available for free at
http://bankrupt.com/misc/PUERTO_plan_1amended.pdf

                       About Puerto del Rey

Puerto del Rey, Inc., a/k/a Marina Puerto Del Rey, filed a
petition for Chapter 11 protection (Bankr. D.P.R. Case No.
12-10295) on Dec. 28, 2012, in Old San Juan, Puerto Rico, owing
$43 million to secured lender First Bank Puerto Rico Inc.  The
22-acre facility in Fajardo, Puerto Rico, has 918 wet slips and
dry storage for 600 boats.  Bankruptcy was designed to forestall
creditors from attaching assets.  In its amended schedules, the
Debtor disclosed $99.9 million in assets and $44.6 million in
liabilities as of the Petition Date.

The Charles A. Cuprill, PSC Law Offices, in San Juan, Puerto Rico,
represents the Debtor as counsel.


PULTEGROUP INC: S&P Raises CCR to 'BB'; Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on PulteGroup Inc. to 'BB' from 'BB-'.  The outlook
is stable.

At the same time, S&P raised the issue-level ratings on the
company's debt to 'BB' from 'BB-'.  The recovery rating on the
company's senior unsecured notes remains '3', indicating S&P's
expectations for a meaningful (50% 70%) recovery in the event of a
payment default.  The rating action affects roughly
$2.1 billion of unsecured debt that we rate.

"The upgrade reflects our expectation that PulteGroup will
continue to achieve revenue growth over the next 12 months driven
by gains in both home sale volumes and pricing," said Standard &
Poor's credit analyst Susan Madison.

S&P also expects material improvement in EBITDA margins, as the
homebuilder achieves higher sales volumes on a smaller community
base.  As a result of higher revenues, improved profitability, and
lower debt levels following the voluntary repayment of
$895 million of debt over the past six months, key EBITDA-based
credit metrics have improved significantly, and S&P is revising
its financial risk profile score on PulteGroup to "significant"
from "aggressive".  Under S&P's base-case forecast, it expects
debt to EBITDA will remain in the low 3x area and EBITDA to
interest incurred will approach 5x by year-end 2013.  S&P also
expect debt to total book capital to reach the mid-40% area by
year-end 2013, down from 54% at March 31, 2013.

"Our stable outlook acknowledges our expectation that PulteGroup
will maintain EBITDA-based credit metrics that are consistent with
a "significant" financial risk profile.  We expect debt to EBITDA
will remain in the low 3x area and interest coverage will approach
5x.  We believe the ratings on PulteGroup are less likely to come
under pressure in the near term, given the recovery in U.S.
housing that is now under way and the company's strong liquidity
position.  However, we could lower our rating on the company if
sale trends and profitability measures falter and debt to EBITDA
approaches 5x over the next 12 to 18 months.  We could also lower
the rating if PulteGroup implemented an aggressive growth
strategy, primarily financed by debt," S&P said.


QUALITY DISTRIBUTION: Moody's Upgrades CFR One Notch to 'B2'
------------------------------------------------------------
Moody's Investors Service upgraded Quality Distribution, LLC's
Corporate Family Rating to B2 from B3 and Probability of Default
Rating to B2-PD from B3-PD. Moody's also affirmed the B3 rating on
the $225 million 9.875% second lien notes due 2018 and the SGL-3
Speculative Grade Liquidity rating. The rating outlook was revised
to stable from positive.

The upgrade of Quality's CFR to B2 was largely driven by the
expectation that credit metrics will improve over the next twelve
to eighteen months, through a combination of EBITDA growth and
debt paydowns, to levels consistent with the B2 rating level. The
company is in the process of integrating the bolt-on acquisitions
made in its Energy Logistics business sector since 2011.

Quality's revenue base has expanded by roughly $100 million over
the past year with incremental EBITDA contribution from its Energy
Logistics business. Moody's expects Quality to use some of it cash
flow towards debt reduction following a period of elevated debt
levels that supported acquisitions and internal investments to
drive revenue growth. Although the company has focused on
restructuring efforts and integration of its energy-related
acquisitions over the last year with some temporary negative
pressure on EBITDA margins, the revenue and EBITDA contribution
from these businesses is largely in line with Moody's
expectations.

Furthermore, interest coverage metrics could improve based on
interest savings expected to be attained from Quality's
announcement in mid-June that it plans to redeem $22.5 million
outstanding principal amount of its 9.875% second-priority senior
secured notes. This debt is being replaced with proceeds from the
company's recently executed $17.5 million term loan due 2016.

The following ratings were upgraded:

  Corporate family rating, to B2 from B3

  Probability of default rating, to B2-PD from B3-PD

The following ratings were affirmed (with updated LGD
assessments):

  $225 million second lien notes due 2018, to B3 (LGD-5, 72%)
  from B3 (LGD-4, 58%)

  Speculative grade liquidity rating, SGL-3

  Outlook, changed to stable from positive

Ratings Rationale:

Quality's B2 corporate family rating reflects its still high
financial leverage, susceptibility to domestic economic cycles and
driver turnover in the chemical logistics business as well as
exposure to oil and natural gas prices in the company's rapidly
expanded energy logistics business. These factors are balanced by
the company's adequate liquidity profile, strong position within
its market niche, blue chip customer base and diverse end markets
served. The ratings incorporate the expectation that debt/EBITDA
(on a Moody's standard adjusted basis) will improve to the 5.0x
level over the intermediate term with EBIT/interest coverage
sustained above 1.5x.

The company has publicly stated its intention to use a portion of
cash flow towards debt reduction such that financial leverage
improves by more than half a turn by the end of 2013 and further
beyond that time period. The ratings balance these positive
considerations against the company's statements that some of the
cash flow could also be used towards shareholder-friendly
activities such as share repurchases. As of March 31, 2013,
Quality reported approximately $7.9 million of share repurchase
availability under its November 2012 share repurchase program.

In addition, although the energy logistics business has strong
growth potential driven by a high level of fracking activity, the
ratings reflects the risks of operating in this sector. These
risks include the potential for longer-term costs associated with
environmental compliance and the costs of temporary under-
utilization of equipment caused by a shift in equipment away from
natural gas related activities due to lower natural gas prices.
Furthermore, though Quality's asset light business model provides
for a more flexible cost structure, this model places greater
dependence on affiliate execution. In addition, the rapid growth
into the Energy Logistics business resulted in an increase in
company-owned terminals. However, the company has publicly stated
its intentions to convert some of these terminals into affiliate-
operated models, in line with the more asset-light nature of its
core business. The company's business segment diversity is
counterbalanced by the highly cyclical nature of the energy sector
and oil & gas related fracking activity. Of note, the company has
publicly stated that it is targeting $5 to $8 million in
annualized cost improvements in its Energy Logistics business and
that three of the company's company-owned terminals will be
operated by an affiliate in the near-term, allowing the company to
lower its equipment base. The company's expected focus on debt
reduction and improving leverage metrics over the intermediate
term support the ratings.

Quality's SGL-3 rating denotes the expectation of adequate
liquidity over the next twelve months. The liquidity profile is
characterized by reliance on a $350 million ABL facility, no
meaningful near-term debt maturities, expected modest positive
free cash flow and minimal cash balances. Moody's believes the
company will be prudent in managing its liquidity position and
maintain some cushion under its ABL facility availability and also
apply its free cash flow towards reducing the ABL revolver
balance. The company utilizes its ABL facility to fund seasonal
working capital needs as well as partially finance acquisitions.
As of March 31, 2013 availability under the company's ABL facility
was $65 million after borrowings and letter of credit usage.
Moody's expects positive free cash flow over the next twelve
months driven by cost savings and the incorporation of a full year
of earnings from the company's 2012 acquisitions combined with
lower net capital expenditures in 2013 versus 2012. Capital
expenditures in 2012 were elevated due to the initial investments
to start up the energy logistics business. There are no near-term
debt maturities until fiscal 2016.

The stable outlook is supported by Quality's adequate liquidity
profile and an expectation that credit metrics will come in line
with the B2 rating category driven by debt reduction and EBITDA
growth.

A rating upgrade is unlikely in the intermediate term given the
highly cyclical nature of the company's business. However, ratings
could be upgraded if the company demonstrates a track record of
solid top line growth (excluding fuel surcharges), steady margins
and positive free cash flow, while sustaining debt/EBITDA at about
4.0 times and EBIT/interest coverage at about 2.5 times.

Developments that could lower the rating include meaningfully
increased debt levels or a deterioration in operating performance
that results in debt/EBITDA sustained at 5.5 times or
EBIT/interest at about 1.5 times. A deterioration in the company's
liquidity profile including a meaningful amount of cash used
towards shareholder-friendly activities or acquisitions could also
exert downward pressure on the ratings.

The principal methodology used in this rating was the Global
Surface Transportation and Logistics Companies published in April
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.

Quality Distribution, LLC and its parent holding company, Quality
Distribution, Inc., are headquartered in Tampa, Florida. The
company is a transporter of bulk liquid and dry bulk chemicals.
The company is also a provider of intermodal tank container and
depot services through its wholly owned subsidiary, Boasso America
Corporation. In 2011, Quality entered the energy logistics
business by providing logistics and transportation services to the
oil and gas fracking industry. Revenue for the twelve months ended
March 31, 2013 approximated $880 million.


QUIGLEY CO: New York Court Confirms New Bankruptcy-Exit Plan
------------------------------------------------------------
Tiffany Kary, writing for Bloomberg News, reports that U.S.
Bankruptcy Judge Stuart Bernstein in Manhattan on June 27 approved
a Chapter 11 plan for Pfizer Inc.'s non-operating Quigley Co.
Under the Plan, Pfizer will contribute assets worth $964 million.

Judge Bernstein rejected a prior plan for Quigley almost three
years ago, saying Pfizer was improperly using Quigley's bankruptcy
to shield itself from asbestos claims.

Bloomberg relates Wilentz, Goldman & Spitzer was the sole objector
to the current plan.  The Woodbridge, New Jersey-based law firm
called it yet another flawed plan after "nine years of afflicted
deals" in which Pfizer has tried to buy votes.

The Plan will shed asbestos liability for both Quigley and Pfizer.
In addition to increasing its cash contribution, Pfizer is waiving
a $95 million secured claim, a $19 million claim for financing the
Chapter 11 case, and a $33 million unsecured claim.

                         About Quigley Co.

Quigley Co. was acquired by Pfizer in 1968 and sold small amounts
of products containing asbestos until the early 1970s.  In
September 2004, Pfizer and Quigley took steps that were intended
to resolve all pending and future claims against the Company and
Quigley in which the claimants allege personal injury from
exposure to Quigley products containing asbestos, silica or mixed
dust. Quigley filed for bankruptcy in 2004 and has a Chapter 11
plan and a settlement with Chrysler.

Quigley filed for Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case No. 04-15739) on Sept. 3, 2004, to implement a
proposed global resolution of all pending and future asbestos-
related personal injury liabilities.

Lawrence V. Gelber, Esq., and Michael L. Cook, Esq., at Schulte
Roth & Zabel LLP, represent the Debtor in its restructuring
efforts.  Elihu Inselbuch Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it disclosed
$155,187,000 in total assets and $141,933,000 in total debts.

In April 2011, the bankruptcy judge approved a plan-support
agreement with Pfizer and an ad hoc committee representing 30,000
asbestos claimants.

A May 20, 2011 opinion by District Judge Richard Holwell concluded
that Pfizer was directly liable for some asbestos claims arising
from products sold by its now non-operating subsidiary Quigley.
The district court ruling was upheld in the appeals court.


RABBINICAL SEMINARY: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Rabbinical Seminary of Munkacs
        1372 74th Street
        Brooklyn, NY 11219

Bankruptcy Case No.: 13-43840

Chapter 11 Petition Date: June 24, 2013

Court: United States Bankruptcy Court
       Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Debtor's Counsel: Leo Fox, Esq.
                  630 Third Avenue, 18th Floor
                  New York, NY 10017
                  Tel: (212) 867-9595
                  Fax: (212) 949-1857
                  E-mail: leofox1947@aol.com

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

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

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

The petition was signed by Elozar Klein, president.


RADIAN GROUP: Appoints Derek Bummer as EVP & Chief Risk Officer
---------------------------------------------------------------
Radian Group Inc. on June 26 announced the appointment of Derek
Brummer as executive vice president and chief risk officer.  The
position was previously co-managed by Mr. Brummer, who oversaw
risk management for the financial guaranty business, Radian Asset
Assurance Inc., and Scott Theobald, who oversaw risk management
for the mortgage insurance business, Radian Guaranty Inc.

In this newly created position, Mr. Brummer will be responsible
for all aspects of the credit risk management strategy and
framework, as well as evaluating credit policy, for Radian and its
subsidiaries.  He will report directly to Radian CEO S.A. Ibrahim.

Mr. Brummer joined Radian in 2002 and has served as chief risk
officer and general counsel for Radian Asset since 2008, where he
was responsible for managing all risk and legal matters for the
financial guaranty company and its insured portfolio.  Mr. Brummer
led all risk management strategy, overseeing portfolio
surveillance, reserving, quantitative analytics and modeling, and
directing restructurings and workouts.  He also played a key role
in developing and structuring new product lines and overseeing
various underwriting committees.  Mr. Brummer holds a J.D. from
New York University School of Law.

"We are pleased to have Derek play this important role at Radian,"
stated Ibrahim.  "Derek is a well-respected member of the Radian
executive team, and given his experience in risk management and
strategy, he is the ideal choice for this position."

As Radian continues to position itself for future growth,
Theobald, who joined the company in 1997, will assume the newly
created role of executive vice president, lender and structured
products for Radian Guaranty.  Theobald will be responsible for
fostering new business and product development, and pricing and
reporting for fee-based business opportunities.  In addition, he
will continue to oversee loss management.

"During his tenure, Scott has played a valuable role in
establishing Radian as a leader in the mortgage insurance market,"
stated Teresa Bryce Bazemore, Radian Guaranty's president.  "Scott
has a deep understanding of the industry, and this in combination
with his varied experience and natural leadership ability, fosters
an innovative approach that will help him to be successful in this
position."

                       About Radian Group

Headquartered in Philadelphia, Radian Group Inc. --
http://www.radian.biz-- provides private mortgage insurance and
related risk mitigation products and services to mortgage lenders
nationwide through its principal operating subsidiary, Radian
Guaranty Inc.  These services help promote and preserve
homeownership opportunities for homebuyers, while protecting
lenders from default-related losses on residential first mortgages
and facilitating the sale of low-downpayment mortgages in the
secondary market.

                           *     *     *

As reported by the Troubled Company Reporter on March 4, 2013,
Standard & Poor's Ratings Services said that it has affirmed all
of its ratings on Radian Group Inc.  At the same time, S&P revised
the outlook to stable from negative.  S&P also assigned its 'CCC+'
senior unsecured debt rating to the company's proposed
$350 million convertible senior notes.

As reported by the Troubled Company Reporter on Oct. 17, 2012,
Standard & Poor's Rating Services raised its long-term issuer
credit ratings on Radian Group Inc. (RDN) to 'CCC+' from 'CCC-'
and MGIC Investment Corp. (MTG) to 'CCC+' from 'CCC'. The
financial strength ratings for both RDN's and MTG's respective
operating companies are unchanged.  The outlook on both companies
is negative.

"The outlook for each company is negative, reflecting the
continuing risk of significant adverse reserve development; the
current trajectory of operating performance; and the expected
impact ongoing losses will have on their capital positions," S&P
said in October 2012.  "We expect operating performance to
deteriorate for the rest of the year for both companies,
reflecting the affect of normal adverse seasonality on new notices
of delinquency and cure rates, and the lack of greater improvement
in the job markets."


RANCHER ENERGY: Incurs $215K Net Loss in Fiscal 2013
----------------------------------------------------
Rancher Energy Corp filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$214,631 on $0 of revenue for the year ended March 31, 2013, as
compared with a net loss of $882,928 on $0 of revenue during the
prior year.

As of March 31, 2013, the Company had $2.45 million in total
assets, $15,000 in total liabilities and $2.43 million in total
stockholders' equity.

Borgers & Cutler CPAs PLLC, in Arvada, Colorado, issued a "going
concern" qualification on the consolidated financial statements
for the year ended March 31, 2013.  On Oct. 28, 2009, the Company
filed a voluntary petition under Chapter 11 of the U.S. Bankruptcy
Code.  Uncertainties inherent in the bankruptcy process, as well
as recurring losses from operations raise substantial doubt about
the Company's ability to continue as a going concern.

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

                        http://is.gd/Lqzh8m

                        About Rancher Energy

Denver, Colorado-based Rancher Energy Corp. (OTC BB: RNCHQ)
-- http://www.rancherenergy.com/-- is an independent energy
company that explores for and develops produces, and markets oil
and gas in North America.  Through March 2011, the Company
operated four oil fields in the Powder River Basin, Wyoming.

Effective March 1, 2011, the Company sold all of its oil and gas
properties, which has allowed it to eliminate the majority of its
debt and also provide financial resources during its continuing
reorganization.

The Company was formerly known as Metalex Resources, Inc., and
changed its name to Rancher Energy Corp. in 2006.  Rancher Energy
Corp. was incorporated in the State of Nevada on Feb. 4, 2004.

Rancher Energy filed for Chapter 11 bankruptcy protection (Bankr.
D. Colo. Case No. 09-32943) on Oct. 28, 2009.  In its petition,
the Company estimated assets and debts of between $10 million and
$50 million each.

The Debtor is represented by lawyers at Onsager, Staelin &
Guyerson, LLC.

The Company sold substantially all of its assets effective
March 1, 2011, to Linc Energy Petroleum (Wyoming), Inc. in
exchange for cash of $20 million plus other potential future
consideration up to $825,000, and subject to other adjustments.
The deal was approved Feb. 24, 2011.

As reported in the Troubled Company Reporter on March 25, 2011,
the Company delivered to the Bankruptcy Court a first amended
Chapter 11 plan of reorganization, and first amended disclosure
statement explaining that plan.

The Bankruptcy Court approved the Second Amended Plan of
Reorganization and accompanying Disclosure Statement of Rancher
Energy Corporation on Sept. 10, 2012.  The Plan became effective
on Oct. 10, 2012.


RAPID AMERICAN: May Hire BST Advisors as Tax Accountants
--------------------------------------------------------
The Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the
Southern District of New York authorized Rapid-American
Corporation to employ BST Advisors LLC as tax accountants.

As reported in the Troubled Company Reporter on May 27, 2013, the
Debtor sought to retain and employ BST, pursuant to the terms
and conditions set forth in the Arrangement Letter, to provide the
these services: (i) preparation of the Debtor's federal, state and
local tax returns; (ii) preparation of all tax returns for the
Debtor's escrow account, which account is a Qualified Settlement
Fund under section 468B of the Internal Revenue Code and which has
a separate tax identification number2; and (iii) provision of such
additional tax services for the Debtor which may arise from time
to time during the course of the Chapter 11 case.

During the six years that BST provided tax services to Rapid, BST
never invoiced Rapid more than $20,000 in any single year for
services rendered and costs incurred.  Accordingly, the Debtor
respectfully requests that the undisputed fees and expenses
incurred by the Debtor for BST's services be treated as
administrative expenses of the Debtor's estate and be paid in the
ordinary course of the Debtor's business, without further
application to the Court, provided the fees and expenses do not,
in any single year, exceed $25,000.  In the event the fees and
expenses in any single year exceed $25,000, BST will be required
to make an application to the Court for allowance of compensation
and reimbursement of expenses consistent with the Bankruptcy Code,
Local Bankruptcy Rules, and any procedures established by this
Court.  BST has agreed to look solely to funds in the Escrow
Account for payment of its fees and expenses.

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

                    About Rapid-American Corp.

Rapid-American Corp. filed for bankruptcy protection in Manhattan
(Bankr. S.D.N.Y. Case No. 13-10687) on March 8, 2013, to deal with
debt related to asbestos personal-injury claims.

New York-based Rapid-American was formerly a holding company with
subsidiaries primarily engaged in retail sales and consumer
products and was never engaged in an asbestos business of any
kind.  Through a series of merger transactions going back more
than 45 years, Rapid has nevertheless incurred successor liability
for personal injury claims arising from plaintiffs' exposure to
asbestos-containing products sold by The Philip Carey
Manufacturing Company -- Old Carey -- as that entity existed prior
to June 1, 1967.

Attorneys at Reed Smith LLP serve as counsel to the Debtor.

The Debtor disclosed assets in excess of $4,446,261 and unknown
liabilities.

The Official Committee of Unsecured Creditors retained Caplin &
Drysdale, Chartered, as counsel.


RCP WOUND CARE: Updated Case Summary & Creditors' Lists
-------------------------------------------------------
Lead Debtor: RCP Wound Care and Medical Equipment Corp.
             Carr 21 Blq S-3 #11
             San Juan, PR 00921

Bankruptcy Case No.: 13-05189

Chapter 11 Petition Date: June 24, 2013

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Debtors' Counsel: Wigberto Lugo Mender, Esq.
                  LUGO MENDER & CO
                  Centro Internacional De Mercadeo
                  Carr 165 Torre 1 Suite 501
                  Guaynabo, PR 00968
                  Tel: (787) 707-0404
                  E-mail: wlugo@lugomender.com

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

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

Affiliates that simultaneously filed separate Chapter 11
petitions:

   Debtor                              Case No.
   ------                              --------
RCP Building Corp.                     13-05190
  Assets: $0 to $50,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Pedro A. Rivera-Caballero, president.

A. A copy of RCP Wound Care's list of its five largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/prb13-5189.pdf

B. A copy of RCP Building's list of its three largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/prb13-5190.pdf


RENEGADE HOLDINGS: Ch.11 Trustee Wants Sale Hearing Moved
---------------------------------------------------------
Richard Craver, writing for Winston-Salem Journal, reports that
Peter Tourtellot, the trustee for Renegade Holdings Inc., Renegade
Tobacco Co. and Alternative Brands Inc., is requesting that a
hearing on a potential sale of the companies be delayed until
July 22.

The report relates the Chapter 11 trustee's lawyers have filed
papers in Court:

     -- seeking approval of the sale for $25 million to
        Globe 360 Tobacco Inc., the recently formed U.S.
        subsidiary of French manufacturer Biosyntec.  Mr.
        Tourtellot said the money received from the sale would
        enable the companies to meet their financial obligations;
        and

     -- asking Judge William Stocks to reconsider his May 29
        ruling rejecting the companies' second reorganization
        plan.

A hearing on the sale and the motion for reconsideration has been
initially set for 9:30 a.m. July 3 in the U.S. Bankruptcy Court in
Greensboro.

On June 18, according to the report, the National Association of
Attorneys General and a key Renegade creditor, General Electric
Capital Corp., filed Court papers questioning whether the sale
would accomplish the goal of making creditors whole and allowing
the companies to be competitive after bankruptcy.

On June 20, the Chapter 11 Truste filed a second amendment to the
second reorganization plan to incorporate the latest developments.

In seeking a delay of the hearing, the report says John Northen,
Esq., an attorney representing Mr. Tourtellot, said the delay
would give Globe 360 another two weeks to conduct due diligence,
as well as allow the association to discuss the latest version of
the reorganization plan with their states.

The report relates Patricia Molteni, Esq., an attorney
representing the attorneys general association, said the existence
of a stock purchase agreement with Globe 360 on its own "is not an
appropriate basis for reconsideration" of Judge Stocks' rejection
of the second reorganization plan.  The association remains
opposed to that plan, saying it does not provide adequate
information and "cannot be confirmed on its face."

                      About Renegade Holdings

Renegade Holdings and two subsidiaries -- Alternative Brands, Inc.
and Renegade Tobacco Company -- filed for Chapter 11 protection
(Bankr. M.D.N.C. Lead Case No. 09-50140) on Jan. 28, 2009, and
exited bankruptcy on June 1, 2010.  They were put back into
bankruptcy July 19, 2010, when Judge William L. Stocks vacated the
reorganization plan, in part because of a criminal investigation
of owner Calvin Phelps and the companies regarding what
authorities called "unlawful trafficking of cigarettes."

Alternative Brands is a federally licensed manufacturer of tobacco
products consisting primarily of cigarettes and cigars.  Renegade
Tobacco distributes the tobacco products produced by ABI through
wholesalers and retailers in 19 states and for export.  ABI also
is a contract fabricator for private label brands of cigarettes
and cigars which are produced for other licensed tobacco
manufacturers.

The stock of RHI is owned indirectly by Calvin A. Phelps through
his ownership of the stock of Compliant Tobacco, LLC which, in
turn, owns all of the stock of RHI which in turn owns all of the
stock of RTC and ABI.  Mr. Phelps was the chief executive officer
of all three companies. All three of the Debtors' have their
offices and production facilities in Mocksville, North Carolina.

In August 2010, the Bankruptcy Court approved the appointment of
Peter Tourtellot, managing director of turnaround-management
company Anderson Bauman Tourtellot Vos & Co., as Chapter 11
trustee.

In a May 29, 2013 decision, Judge Stocks rejected the Second
Amended and Restated Joint Plan of Reorganization dated January
31, 2013, Modified February 18, 2013, filed by Mr. Tourtellot for
Renegade Holdings, Alternative Brands, and Renegade Tobacco.

The Plan contemplated that the Debtors will continue in business
following confirmation.  Under the Plan, all of the assets in the
estate vest in the Reorganized Debtors on the Effective Date of
the Plan except for the Debtors' causes of action. Also, on the
Effective Date, the Reorganized Debtors would assume the leases
for the premises where their office and plant are located, enter
into a new lease for the machinery and equipment they were
utilizing pre-confirmation, and continue to fabricate and market
tobacco products as they have in the past.


RESIDENTIAL CAPITAL: Examiner Finds $3.1BB Ally Claims Are Solid
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when Residential Capital LLC received court approval
June 26 for a so-called support agreement laying out a
$2.1 billion settlement with ResCap's non-bankrupt parent Ally
Financial Inc., the bankruptcy judge immediately unsealed the
examiner's 1,900-page report.

According to the report, where Ally will pay $2.1 billion for a
release of claims by ResCap and its creditors, examiner Arthur J.
Gonzalez concluded there were about $3.1 billion in claims against
Ally where ResCap was "likely to prevail" or "more likely than not
to prevail."  Mr. Gonzalez was a U.S. bankruptcy judge in New York
until retirement last year.  Mr. Gonzales said there were another
$3.5 billion in claims where, although a "close question," ResCap
and its creditors were "more likely than not to fail."

The report notes that ResCap didn't become insolvent until
December 2007, Mr. Gonzalez concluded.  He decided that ResCap had
"unreasonably small capital" after August 2007.  Mr. Gonzalez made
several conclusions in Ally's favor.  He believes ResCap and Ally
should not be treated as one company.  If they were functionally
one company, Ally would become liable for ResCap's debt.  He also
doesn't believe that debt owing to Ally by ResCap should be
recharacterized as equity.

As he was instructed to do, Mr. Gonzalez examined the now-
abandoned settlement where Ally would have paid $750 million for a
release of claims by ResCap and its creditors.  The report relates
that Mr. Gonzalez decided it was "unlikely" the court would have
approved the settlement.  Without commenting directly on whether
the new $2.1 billion settlement is adequate, Mr. Gonzalez
recommended that the "best course" was for Ally to negotiate a
Chapter 11 plan contribution with "very broad creditor support."
Negotiated among Ally, ResCap and major constituents in the ResCap
bankruptcy reorganization begun in May 2012, the plan support
agreement commits the signatories to supporting a Chapter 11 plan,
now that U.S. Bankruptcy Judge Martin Glenn judge has approved.
Judge Glenn explicitly said that approval of the support agreement
doesn't preclude anyone from objecting to the plan when it comes
up for approval at a confirmation hearing.  The support agreement
replaced for the $750 million settlement ResCap negotiated with
Ally before bankruptcy.

The report says that ResCap terminated the prior settlement in the
face of creditor opposition.  The support agreement details how
Ally's $2.1 billion settlement payment and other assets will be
divided among the various ResCap creditor groups.  The plan-
support agreement requires ResCap to file a definitive
reorganization plan and disclosure materials by July 3, with a
plan implemented by Dec. 15.  The $1.38 billion in third-lien
9.625 percent secured notes due in 2015 last traded on June 24 for
111.75 cents on the dollar, according to Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.

                       June 26 Hearing

Bill Rochelle, in an earlier report said that ResCap appeared in
court June 26 for approval of an agreement where creditors support
the outline for a reorganization plan.

Ordinarily, approvals of plan-supports agreements aren't overly
controversial because the court isn't obliged to approve the
underlying reorganization plan when it comes to court for final
authorization at a confirmation hearing.

The report notes that in ResCap's case, there is controversy
because the judge may end up approving the agreement before public
release of an examiner's report costing at least $85 million.  The
report was filed under seal in May and isn't scheduled for public
release until the judge approves the support agreement or July 3,
whichever occurs firsts.  The Federal Home Loan Banks of Boston,
Chicago and Indianapolis and Berkshire Hathaway Inc. urged the
judge not to approve the plan-support agreement until after the
examiner's report is released.

Andrew R. Johnson, writing for Dow Jones Newswires, reports that
Judge Martin Glenn said Wednesday he will approve a $2.1 billion
settlement involving ResCap and Ally.  Judge Glenn, however, said
approval of the agreement does not guarantee that ResCap's
reorganization plan will be confirmed.  But without the agreement,
"this case would return to square one," he said.

With the approval of the plan-support agreement, ResCap must
file a definitive reorganization plan and disclosure materials by
July 3.  The plan must be implemented by Dec. 15.

Bloomberg News relates that word was out that ResCap will pay
$200 million to end an April 2011 consent decree with the Federal
Reserve Board and the Federal Deposit Insurance Corp. requiring an
extensive review of past foreclosures.  At a hearing in March, the
bankruptcy judge declined to rule on whether the consent decree
created a general unsecured claim that could be paid off at cents
on the dollar.  He told the parties to discuss modifying the
consent decree.

                         Ally's Statement

The plan support agreement (PSA) entered into by Ally Financial
Inc., Residential Capital LLC, and ResCap's major creditors was
approved June 26 by the Honorable Judge Martin Glenn in the U.S.
Bankruptcy Court.  The Chapter 11 plan will provide broad releases
for Ally from mortgage-related issues.

In a June 26 statement, Ally said it "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.  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.

                     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).


REVOLUTION DAIRY: Has Access to Cash Collateral Through July 31
---------------------------------------------------------------
The Hon. R. Kimball Mosier of the U.S. Bankruptcy Court for the
District of Utah authorized, on a final basis, Revolution Dairy,
LLC, et al.'s use of cash collateral until July 31, 2013.

The Court also ordered that:

   1. the form of pre-payment purchase agreement and priming
      liens granted to feed crop farmers are approved;

   2. interim payments to accountants and attorneys are
      authorized.

The secured creditors asserting an interest in the cash collateral
include Rabo Agrifinance, Inc., Metropolitan Life Insurance
Company, Intermountain Farmers Association, Ian Davis for Cargill,
Delta Cache, LLC, and Western Ag Credit.

As adequate protection from any diminution in value of the
lenders' collateral, the Debtor will grant the secured creditors
Replacement lien in all postpetition property of like kind
acquired by the Debtors.

                       About Revolution Dairy

Revolution Dairy LLC is one of the largest dairy farms in Utah.
Revolution Dairy and affiliate Highline Dairy, LLC, filed bare-
bones Chapter 11 petitions (Bankr. D. Utah Case Nos. 13-20770 and
13-20771) in Salt Lake City on Jan. 27, 2013.  Each of the Debtors
estimated $10 million to $50 million in assets and liabilities.

Managers of Revolution and Highline -- Robert and Judith Bliss --
also sought Chapter 11 protection (Case No. 13-20772).

Revolution Dairy, LLC, is represented by Michael N. Zundel at
Prince, Yeates & Geldzahler.  Highline Dairy is represented by
Parsons Kinghorn & Harris.  Robert and Judith Bliss are
represented by Berry & Tripp.

The Debtors have sought joint administration of their cases.

The U.S. Trustee appointed five members to the official committee
of unsecured creditors.  The Committee tapped to retain Snell and
Wilmer L.L.P. as its counsel.


RICEBRAN TECHNOLOGIES: Shareholders Elect Five Directors
--------------------------------------------------------
At the annual meeting of shareholders of RiceBran Technologies
which was held on June 18, 2013, shareholders:

   (1) elected John Short, David Goldman, Baruch Halpern, Henk W.
       Hoogenkamp and Robert C. Schweitzer to the Board of
       Directors;

   (2) approved an amendment to the Company's articles of
       incorporation to increase the authorized number of shares
       of common stock from 500,000,000 to 1,200,000,000;

   (3) approved amendments to the Company's articles of
       incorporation that would effect a reverse stock split,
       pursuant to which either 80, 120, 160 or 200 outstanding
       shares of the Company's common stock would be combined into
       one share of that stock, and to authorize the Company's
       board of directors, at their discretion, to select and file
       one such amendment which would effect the reverse stock
       split at one of these four reverse split ratios on or
       before June 18, 2014, if deemed appropriate;

   (4) approved, on a nonbinding advisory basis, the compensation
       of the Company's named executive officers;

   (5) indicated "every year" as the desired frequency of future
       advisory vote on executive compensation; and

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

                          About RiceBran

Scottsdale, Ariz.-based RiceBran Technologies, a California
corporation, is a human food ingredient and animal nutrition
company focused on the procurement, bio-refining and marketing of
numerous products derived from rice bran.

The Company's balance sheet at March 31, 2013, showed
$48.1 million in total assets, $40.3 million in total liabilities,
$8.8 million in temporary equity, and an equity deficit
attributable to RiceBran Technologies shareholders of
$1.0 million.

As reported in the TCR on April 15, 2013, BDO USA, LLP, in
Phoenix, Arizona, expressed substantial doubt about RiceBran
Technologies' ability to continue as a going concern.  The
independent auditors noted that the Company has suffered recurring
losses from operations resulting in an accumulated deficit of
$204.4 million at Dec. 31, 2012.  "Although the Company emerged
from bankruptcy in November 2010, there continues to be
substantial doubt about its ability to continue as a going
concern."


RIVER CANYON: Fuller Sotheby's Okayed as Listing Agent & Broker
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado authorized
River Canyon Real Estate Investments, LLC, to employ Fuller
Sotheby's International Realty as listing agent/broker for the
sale of certain real properties.

As reported in the Troubled Company Reporter on June 10, 2013, the
Debtor will pay Fuller Sotheby's a commission.  Fuller Sotheby's
has not made any agreement or reached any understanding with any
other person for a division of any compensation which may be
awarded.

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

                        About River Canyon

River Canyon Real Estate Investments, LLC, is the developer of the
Ravenna residential real estate project in Douglas County,
Colorado and the owner of The Golf Club at Ravenna, among other
assets.  River Canyon filed a Chapter 11 petition (Bankr. D. Colo.
Case No. 12-20763) on May 23, 2012, in Denver as part of its
settlement negotiations with lender Beal Bank Nevada, and to
preserve the value of its assets.  At Beal Bank's behest, Cordes &
Company was named effective Oct. 15, 2010, as receiver for the
643-acre real estate development with golf course in Douglas
County, Colorado.  The Debtor disclosed assets of $19.7 million
and liabilities of $45.3 million in its schedules.  The property
and golf course are estimated to be worth $11 million, and secures
a $45 million debt.

Judge Elizabeth E. Brown presides over the case.  David Vincent
Wadsworth, II, Esq., at Sender Wasserman Wadsworth, P.C.
represents the Debtor in its restructuring effort. Alan Klein,
Glenn Jacks, Dan Hudick, and Bill Hudick own most of the Debtor.
Mr. Jacks, which has a 12.8% membership interest, signed the
Chapter 11 petition.

Richard A. Wieland, the U.S. Trustee for Region 19, was unable to
form an official committee of unsecured creditors because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.  The
U.S. Trustee reserves the right to appoint such a committee should
interest develop among the creditors.


RIVER CANYON: Gets Court Approval for $500,000 DIP Financing
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado, in a
minute order, approved River Canyon Real Estate Investments, LLC's
second debtor-in-possession financing from Lazarus Investments,
LLC.

According to the Debtor, the Court has indicated it was unlikely
to rule on the confirmation of the Chapter 11 Plan until sometime
in July 2013.  In this relation, Lazarus has committed to extend
additional funding to be used in operation of the Debtor's
business until July 31, 2013.  The material provisions of the
lending agreement, includes, among other things:

Maximum Borrowing Available           up to a $500,000
  On A Final Basis:                   credit facility

Interest Rate:                        Absent an event of default,
                                      no interest will accrue
                                      under the lending agreement,
                                      following an event of
                                      default, the interest
                                      rate for the outstanding
                                      obligations will accrue at
                                      the annual rate of 16%.

Maturity Date:                         Aug. 31, 2013

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant Lazarus a superpriority
status and a lien against otherwise unencumbered property of the
estate until the amount due under the First DIP Loan is converted
to equity in River Canyon on the effective date of River Canyon's
confirmed Plan, subject to carve out on certain expenses.

                        About River Canyon

River Canyon Real Estate Investments, LLC, is the developer of the
Ravenna residential real estate project in Douglas County,
Colorado and the owner of The Golf Club at Ravenna, among other
assets.  River Canyon filed a Chapter 11 petition (Bankr. D. Colo.
Case No. 12-20763) on May 23, 2012, in Denver as part of its
settlement negotiations with lender Beal Bank Nevada, and to
preserve the value of its assets.  At Beal Bank's behest, Cordes &
Company was named effective Oct. 15, 2010, as receiver for the
643-acre real estate development with golf course in Douglas
County, Colorado.  The Debtor disclosed assets of $19.7 million
and liabilities of $45.3 million in its schedules.  The property
and golf course are estimated to be worth $11 million, and secures
a $45 million debt.

Judge Elizabeth E. Brown presides over the case.  David Vincent
Wadsworth, II, Esq., at Sender Wasserman Wadsworth, P.C.
represents the Debtor in its restructuring effort. Alan Klein,
Glenn Jacks, Dan Hudick, and Bill Hudick own most of the Debtor.
Mr. Jacks, which has a 12.8% membership interest, signed the
Chapter 11 petition.

Richard A. Wieland, the U.S. Trustee for Region 19, was unable to
form an official committee of unsecured creditors because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.  The
U.S. Trustee reserves the right to appoint such a committee should
interest develop among the creditors.


RIVER CANYON: Exclusive Solicitation Period Extended to July 31
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado extended
until July 31, 2013, River Canyon Real Estate Investments LLC's
exclusive periods to solicit acceptances for the proposed Plan of
Reorganization.

As reported in the Troubled Company Reporter on June 10, 2013, the
Debtor filed its original Plan of Reorganization on Sept. 20,
2012, and amended the Plan on Oct. 31, 2012.

The Debtor and United Water & Sanitation District filed motions
seeking to continue the confirmation hearing.  The Debtor
requested a continuance to the last week of May 2013.  United
Water requested a continuance through mid-June 2013 because its
trial attorney was not available in late May or early June.  The
Court has granted continuation of the confirmation hearing for the
week of June 17, and notified the parties that it was unlikely the
Court would rule on confirmation until sometime in July 2013.

                        About River Canyon

River Canyon Real Estate Investments, LLC, is the developer of the
Ravenna residential real estate project in Douglas County,
Colorado and the owner of The Golf Club at Ravenna, among other
assets.  River Canyon filed a Chapter 11 petition (Bankr. D. Colo.
Case No. 12-20763) on May 23, 2012, in Denver as part of its
settlement negotiations with lender Beal Bank Nevada, and to
preserve the value of its assets.  At Beal Bank's behest, Cordes &
Company was named effective Oct. 15, 2010, as receiver for the
643-acre real estate development with golf course in Douglas
County, Colorado.  The Debtor disclosed assets of $19.7 million
and liabilities of $45.3 million in its schedules.  The property
and golf course are estimated to be worth $11 million, and secures
a $45 million debt.

Judge Elizabeth E. Brown presides over the case.  David Vincent
Wadsworth, II, Esq., at Sender Wasserman Wadsworth, P.C.
represents the Debtor in its restructuring effort. Alan Klein,
Glenn Jacks, Dan Hudick, and Bill Hudick own most of the Debtor.
Mr. Jacks, which has a 12.8% membership interest, signed the
Chapter 11 petition.

Richard A. Wieland, the U.S. Trustee for Region 19, was unable to
form an official committee of unsecured creditors because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.  The
U.S. Trustee reserves the right to appoint such a committee should
interest develop among the creditors.


ROBINSON GROUP: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Robinson Group, LLC
        P.O. Box 489
        Bothell, WA 98041-0489

Bankruptcy Case No.: 13-34015

Chapter 11 Petition Date: June 24, 2013

Court: United States Bankruptcy Court
       District of Oregon

Judge: Elizabeth L. Perris

Debtor's Counsel: Albert N. Kennedy, Esq.
                  TONKON TORP LLP
                  888 SW 5th Ave #1600
                  Portland, OR 97204
                  Tel: (503) 802-2013
                  E-mail: al.kennedy@tonkon.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 together with the petition, is available for free
at http://bankrupt.com/misc/orb13-34015.pdf

The petition was signed by Timothy Robinson, managing member.


ROCKWELL MEDICAL: To Offer 1.5 Million Shares Under 2007 LTIP
-------------------------------------------------------------
Rockwell Medical, Inc., registered with the U.S. Securities and
Exchange Commission 1,500,000 shares of common stock issuable
under the Company's 2007 Long Term Incentive Plan, as amended, for
a proposed maximum aggregate offering price of $5.85 million.  A
copy of the Form S-8 is available at http://is.gd/mlAuOu

                           About Rockwell

Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom,
Michigan, is a fully-integrated biopharmaceutical company
targeting end-stage renal disease ("ESRD") and chronic kidney
disease ("CKD") with innovative products and services for the
treatment of iron deficiency, secondary hyperparathyroidism and
hemodialysis (also referred to as "HD" or "dialysis").

Rockwell's lead investigational drug is in late stage clinical
development for iron therapy treatment in CKD-HD patients.  It is
called Soluble Ferric Pyrophosphate ("SFP").  SFP delivers iron to
the bone marrow in a non-invasive, physiologic manner to
hemodialysis patients via dialysate during their regular dialysis
treatment.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, Plante & Moran, PLLC, in Clinton
Township, Michigan, expressed substantial doubt about Rockwell
Medical's ability to continue as a going concern, citing the
Company's recurring losses from operations, negative working
capital, and insufficient liquidity.

The Company reported a net loss of $54.0 million on $49.8 million
of sales in 2012, compared with a net loss of $21.4 million on
$49.0 million of sales in 2011.  The Company's balance sheet at
March 31, 2013, showed $18 million in total assets, $28.5 million
in total current liabilities, and a stockholders' deficit of $10.5
million.


SAND TECHNOLOGY: Incurs C$149K Net Loss in Third Quarter
--------------------------------------------------------
SAND Technology Inc. reported a net loss and comprehensive loss of
C$148,638 on C$528,603 of revenue for the three months ended
April 30, 2013, as compared with a net loss and comprehensive loss
of C$1.32 million on C$889,143 of revenue for the three months
ended April 30, 2012.

For the nine months ended April 30, 2013, the Company incurred a
net loss and comprehensive loss of C$862,667 on C$1.65 million of
revenue, as compared with net income and comprehensive income of
C$4.13 million on C$2.18 million of revenue for the same period a
year ago.

SAND Technology reported net income and comprehensive income of
C$2.80 million for the year ended July 31, 2012, compared with a
net loss and comprehensive loss of C$2.20 million during the prior
year.

As of April 30, 2013, the Company had C$2.86 million in total
assets, C$3.64 billion in total liabilities and a C$787,933
shareholders' deficiency.

"With the exception of the year ended July 31, 2012, the Company
has incurred operating losses in the past years and has
accumulated a deficit of $42,992,975 as at April 30, 2013.  The
Company has also generated negative cash flows from operations.
Historically, the Company financed its operating and capital
requirements mainly through issuances of debt and equity.  The
Company's continuation as a going concern is dependent upon,
amongst other things, attaining a satisfactory revenue level, the
support of its customers, a return to profitable operations and
the generation of cash from operations, the ability to secure new
financing arrangements and new capital.  These matters are
dependent on a number of items outside of the Company's control.
These material uncertainties cast substantial doubt regarding the
Company's ability to continue as a going concern."

A copy of the Form 6-K is available for free at:

                        http://is.gd/lum8bt

                       About SAND Technology

Westmount, Quebec-based SAND Technology Inc. (OTC BB: SNDTF)
-- http://www.sand.com/-- provides Data Management Software and
Best Practices for storing, accessing, and analyzing large amounts
of data on-demand while lowering TCO, leveraging existing
infrastructure and improving operational performance.

SAND/DNA solutions include CRM analytics, and specialized
applications for government, healthcare, financial services,
telecommunications, retail, transportation, and other business
sectors.  SAND Technology has offices in the United States,
Canada, the United Kingdom and Central Europe.


SCOOTER STORE: Court Clears to Auction Assets in August
-------------------------------------------------------
Marie Beaudette writing for Dow Jones' DBR Small Cap reports that
a bankruptcy judge has cleared Scooter Store Holdings Inc. to
auction its assets in August without designating a lead bidder to
set a threshold price for its assets.

                        About 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.


SHELLS SEAFOOD: SEC Revokes Registration of Securities
------------------------------------------------------
The U.S. Securities and Exchange Commission has revoked the
securities of Shells Seafood Restaurants, Inc.  Shells Seafood is
delinquent in its periodic filings with the Commission, having not
filed any periodic reports since it filed a Form 10-Q for the
period ended June 29, 2008, which reported a net loss of $667,186
for the prior 13 weeks.

                        About Shells Seafood

Based in Tampa, Florida, Shells Seafood Restaurants, Inc. aka
Shells of Stuart-Monterey, manages and operates seafood
restaurants in Florida under the name "Shells".  The company filed
for Chapter 11 relief on Sept. 2, 2008 (Bankr. M.D. Fla. Case No.
08-13440).  Don M. Stichter, Esq., at Stichter, Riedel, Blain &
Prosser represent the Debtor as counsel.  When the Debtor filed
for protection from its creditors, it listed assets of $1 million
to $10 million, and debts of $1 million to $10 million.


SHOE PAVILION: SEC Revokes Registration of Securities
-----------------------------------------------------
The Securities and Exchange Commission has revoked the
registration of securities of Shoe Pavilion, Inc.  Shoe Pavilion
is delinquent in its periodic filings with the Commission, having
not filed any periodic reports since it filed a Form 10-Q for the
period ended March 29, 2008, which reported a net loss of over
$6.2 million for the prior thirteen weeks.

Based in Sherman Oaks, Calif., Shoe Pavilion Inc. and Shoe
Pavilion Corp. operate independent off-price footwear retail
stores that offer a broad selection of women's and men's designer
lablel and name brand merchandise.  The Debtors filed separate
petitions for Chapter 11 relief on July 15, 2008 (Bankr. C.D. Lead
Case No. 08-14939).  Ron Bender, Esq., at Levene, Neale, Bender,
Rankin & Brill, represents the Debtors as counsel.  When Shoe
Pavilion Inc. filed for protection from its creditors, it listed
total assets of $60,994,000 and total debts of $27,000,000.


SOLAR TRUST: Liquidation Plan Declared Effective in March
---------------------------------------------------------
Solar Trust of America, LLC, et al., has said in papers filed with
the U.S. Bankruptcy Court for the District of Delaware that the
Effective date of its Modified First Amended Plan of Liquidation
occurred on March 28, 2013.

Solar Trust received court approval of the Plan on March 7, after
a settlement was reached by the official creditors' committee with
the liquidators for the German parent Solar Millennium AG.  Bill
Rochelle, the bankruptcy columnist for Bloomberg News, reported
that the committee had sued the German parent and affiliates in
November, objecting to the parent's $211 million in claims.
Without the settlement, the parent would have received the same
distribution as other unsecured creditors.

The settlement, according to the Bloomberg report, increased the
recovery by unsecured creditors to a range of 43% to 55% on $42.5
million in claims.  The settlement gave the parent an unsecured
claim of $100 million, coupled with a sharing of distributions
with other unsecured creditors.  The parent's recovery under the
settlement was projected to range from 8% to 11%.

The parent and other unsecured creditors voted for the plan.

Solar Millennium sold two of its solar power projects, intended
eventually to generate $110 million in value, according to a court
filing.

                      About Solar Millennium

Solar Trust of America LLC, Solar Millennium Inc., and nine
affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-11136) on April 2, 2012.

Solar Trust was a joint venture created by Solar Millennium AG and
Ferrostaal AG to develop solar projects at locations in
California and Nevada.  Located in the "Solar Sun Belt" of the
American Southwest, the project sites have extremely high solar
radiation levels, and allow the Debtors' projects to harness high
levels of solar power generation.  Projects include the rights to
develop one of the world's largest permitted solar plant
facilities with capacity of 1,000 MW in Blythe, California.  Two
other projects contemplated 500 MW solar power facilities in
Desert Center, California and Amargosa Valley, Nevada.

Although the Debtors have obtained highly valuable transmission
right and permits, each project is only in the developmental
phase and does not generate revenue for the Debtors.  Ferrostaal
ceased providing funding two years ago and SMAG, due to its own
deteriorating financial condition, stopped providing funding
after December 2011.

When the Debtor filed for bankruptcy, NextEra Energy Resources LLC
committed to provide a postpetition secured credit facility and
expressed an interest in serving as stalking horse purchaser for
certain of the Debtors' assets.

Justin H. Rucki, Esq. at Young Conaway Stargatt & Taylor, LLP,
served as counsel to the Debtors.  K&L Gates LLP served as special
corporate counsel.

Ridgecrest Solar Power Project, LLC, and two entities filed for
Chapter 11 protection (Bankr. D. Del. Case Nos. 12-11204 to 12-
11206) on April 10, 2012.  Ridgecrest Solar, et al., are
affiliates of Solar Trust of America LLC. STA Development, LLC,
one of the debtors that filed for bankruptcy April 2, owns 100% of
the interests in Ridgecrest, et al.

Ridgecrest Solar Power estimated up to US$50,000 in assets and
debts.  Ridgecrest Solar I, LLC, estimated up to US$50,000 in
assets and up to US$10 million in liabilities.

In July 2012, NextEra Energy Inc. received formal authority to
buy the unfinished 1,000-megawatt facility in Blythe, California,
owned by Solar Millennium Inc.  NextEra paid US$10 million in cash
plus as much as $40 million when the project is finished.

The Delaware Bankruptcy Court also approved the sale of the 500-
megawatt project under development in Desert Center, California,
to BrightSource Energy Inc. for a price that could reach about
US$30 million.


SONORAN ENERGY: SEC Revokes Registration of Securities
------------------------------------------------------
The Securities and Exchange Commission has revoked the
registration of securities of Sonoran Energy, Inc.  Sonoran Enery
is delinquent in its periodic filings with the Commission, having
not filed any periodic reports since it filed its Form 10-Q for
the period ended July 31, 2008, which reported a net loss of over
$1.2 million for the prior 12 months.

Sonoran Energy, Inc., is a U.S.-based independent oil and gas
company engaged in exploring, developing and enhancing oil and gas
properties in North America.  Sonoran Energy filed for Chapter 11
on June 19, 2009 (Bankr. N.D. Tex. Case No. 09-33852).   Judge
Harlin DeWayne Hale handles the case.  Margaret Hall, Esq., at
Sonnenschein, Nath & Rosenthal, LLP, is counsel to the Debtor.
Sonoran disclosed in its petition total assets of $47,067,773
against debts of $26,415,250.

The U.S. Bankruptcy Court for the Northern District of Texas
approved the dismissal of Sonoran Energy, Inc.'s Chapter 11 case
effective December 31, 2009.


SOUND SHORE: Selling to Montefiore Without Auction
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that as the result of a ruling on June 25 by the U.S.
Bankruptcy Court in White Plains, New York, the 242-bed Sound
Shore Medical Center of Westchester and affiliates will be sold in
August to Montefiore Medical Center for a minimum of $58.75
million.  In return for raising the price $4.75 million, the
official creditors' committee agreed the facilities could be sold
to Montefiore without the usual court-sanctioned auction.

According to the report, the committee was persuaded to forgo an
auction because delay in completing the sale was causing the
hospital to incur operating loss and deplete the recovery by
unsecured creditors.  The bankruptcy judge went along with the
idea of having a private sale.  There will be a hearing in
bankruptcy court on Aug. 2 for approval of the private sale to
Montefiore.  In addition to raising the price, the buyer agreed to
pay the cost of curing contract defaults as much as $7 million,
compared with the original agreement where Montefiore was
responsible for defaults only up to $3 million.

The report notes that the affiliated facilities being sold include
Mount Vernon Hospital Inc. and Howe Avenue Nursing Home.  The
facilities serve southern Westchester County, New York.  The Mount
Vernon hospital has 176 beds, and the nursing home has 150.

                     About Sound Shore Medical

Sound Shore Medical Center of Westchester, Mount Vernon Hospital
Inc., Howe Avenue Nursing Home and related entities sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on
May 29, 2013, in White Plains, New York.

The Debtors are the largest "safety net" providers for Southern
Westchester County in New York.  Affiliated with New York Medical
College, Sound Shore is a not-for-profit 242-bed, community based-
teaching hospital located in New Rochelle, New York.  Mountain
Vernon Hospital is a voluntary, not-for-profit 176-bed hospital
located in Mount Vernon, New York.  Howe Avenue Nursing Home is a
150-bed, comprehensive facility.

The Debtors tapped Garfunkel Wild, P.C. as counsel; Alvarez &
Marsal Healthcare Industry Group, LLC, as financial advisors; and
GCG Inc., as claims agent.

Montefiore, the proposed purchaser of the assets, is represented
by Togut, Segal & Segal LLP.

Sound Shore disclosed assets of $159.6 million and liabilities
totaling $200 million.  Liabilities include a $16.2 million
revolving credit and a $5.8 million term loan with Midcap
Financial LLC.  There is $9 million in mortgages with Sun Life
Assurance Co. of Canada (US) and $11.5 million owing to the New
York State Dormitory Authority.


ST. CLAIR: Moody's Lowers General Obligation Rating to Ba2
----------------------------------------------------------
Moody's Investors Service has downgraded St. Clair County School
District's 189 (East St. Louis, IL) General Obligation rating to
Ba2 from Ba1. Concurrently, a negative outlook has been assigned.
The Ba2 rating and negative outlook apply to $43.5 million of
outstanding General Obligation debt.

Ratings Rationale:

The district's outstanding general obligation unlimited tax bonds
are secured by a pledge that provides for a property tax levy that
is unlimited as to rate or amount. The downgrade to Ba2 from Ba1
reflects the district's projected budget deficit for fiscal 2013,
indicating ongoing operational financial stress requiring reliance
on supplemental state aid appropriations from the State of
Illinois (GO rated A3/negative outlook) to maintain positive cash
flow. The rating also reflects ongoing stabilization efforts being
taken by the district, including ongoing state oversight of
financial and operational issues which could improve the district
over the long term, but a significantly weakened economy and
demographic profile, minimal revenue raising flexibility, as well
as above average debt burden with a below average amortization
schedule.

A negative outlook is assigned to reflect the ongoing challenges
posed by the district's distressed tax base and current financial
situation, as well as to assess the district's ability to achieve
improved financial operations and maintain a positive cash
position. While the district did not issue cash flow notes in
fiscal 2013 following the receipt of supplemental state aid
appropriations, it will be reliant on continued supplemental state
aid in fiscal 2014. Further restructuring efforts are necessary
for balanced operations and to ensure the district's future
financial stability.

Strength

- State financial and operational oversight

- Attempts to institute adequate internal controls and ongoing
   stabilization efforts

Challenges

- Projected operating budget deficit for fiscal 2013

- Reliance on supplemental state aid for operations in fiscal
   2013 and expected to continue in fiscal 2014

- Shrinking tax base with significantly below average
   socioeconomic characteristics

- Above average debt burden with below average amortization
   schedule

- Illinois pension reform that could shift employer
   contributions from the state to districts

What Could Change the Rating - Up?

- The development and continued implementation of an achievable
   financial recovery plan that positions the district for long-
   term stability, independent of state oversight

- Significant growth in taxable valuation and improvement in
   socio-economic profile

- Stable financial position that includes satisfactory cash
   reserves

What Could Change the Rating - Down?

- Failure to implement a sufficient deficit elimination plan or
   adequate internal controls leading to General Fund reserve
   levels consistent with lower rated entities

- Deficit cash position resulting in delayed and/or reduced debt
   service payments

- Further deterioration in the district's tax base and economy

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


TENET HEALTHCARE: S&P Affirms 'B' Corp. Credit Rating
-----------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating and all issue-level ratings on Dallas-
based hospital operator Tenet Healthcare Corp.  The outlook
is stable.

"We based the affirmations on a modest expected incremental
increase in pro forma leverage to an estimated 5.5x, and prospects
that the combination of integration synergies that may help cash
flow and some EBITDA growth may provide some capacity for
deleveraging.  Tenet's debt to EBITDA was 5.1x as of March, 31,
2013.  We view the acquisition as slightly positive to our view of
Tenet's business risk profile but still consistent within the
parameters of a "weak" business risk profile.  The addition of
Vanguard adds some geographic diversity, but reimbursement risk,
market competition, and weak profitability relative to peers,
continue to be important business risk considerations.  We expect
a modest amount of synergies due to greater corporate economies of
Scale," S&P noted.

"We will continue to view Tenet's business risk as "weak",
reflecting significant reimbursement risk and presence in markets
we consider to be competitive.  While the company's concentration
risk is reduced modestly, it will still rely on three states for
48% of total revenues (down from 60%)," said credit analyst David
Peknay.  "We also believe Tenet's profitability will remain below
other large for-profit hospital companies that we consider to have
"fair" business risk profiles (such as HCA Inc, Community Health
Systems)."

S&P's stable outlook on Tenet Healthcare Corp. considers its
expectation that operating trends will remain relatively sluggish
and that Tenet's margins will continue to be under pressure due to
constrained reimbursement.  The same pressures apply to Vanguard.
S&P would consider downgrading the company if its efforts to
maintain its current financial risk profile and cash flow and
liquidity weaken.  In particular, an increase in leverage to the
high-6x area due to revenue and margin pressure of an estimated
400-bp margin decline, with limited prospects for improvement,
would be an unexpected negative credit development.  S&P believes
a combination of reimbursement cuts, weak patient volume, and
diminishing opportunities to control costs could be contributing
factors to such a scenario.  S&P could consider raising the rating
only if Tenet can increase free cash flow to at least $200 million
with prospects of sustained cash flow generation of that amount in
subsequent years.  S&P believes this is possible on a sustained
basis if Tenet's margin increases by about 100 bps from its
current level.


THQ INC: Exclusive Solicitation Period Extended Until Aug. 16
-------------------------------------------------------------
Judge Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware extended until Aug. 16, 2013, THQ Inc. and
its debtor affiliates' exclusive period to solicit acceptances of
their plan of liquidation.

According to the Disclosure Statement for the First Amended Plan
of Liquidation dated May 28, 2013, the Debtors' principal
operating assets have already been sold pursuant to Section 363 of
the Bankruptcy Code during the pendency of the Chapter 11 cases.
The objectives of the plan are to effect the substantive
consolidation of the Debtors and provide a mechanism for the
prompt liquidation of the causes of action and other remaining
assets of the Debtors, and distribution of the proceeds thereof to
Holders of Allowed Claims.  The Plan establishes a Litigation
Trust and a Stock Trust.

The liquidating plan will give unsecured creditors as little as
19.9 percent or as much as 51.9 percent for claims ranging between
$143 million and $291.6 million.

The primary factor affecting the recovery by unsecured creditors
is the $107 million claim by European subsidiaries.  THQ believes
the European affiliates are solvent and will end up with no claim
in the U.S.  If they aren't, the company contends the claims
should be subordinated.  If the European claims are paid in the
U.S. bankruptcy, the unsecured creditors' recovery will be 19.9
percent to 29.6 percent, according to the disclosure statement.
If the European claims are knocked out, the distribution rises to
31.5 percent to 51.9 percent.

THQ estimates bringing in $94.9 million to $105.2 million and
having $58 million to $74 million available for distribution to
unsecured creditors.

                           About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- was a worldwide
developer and publisher of interactive entertainment software.
The Company developed its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles, California, THQ sold product through
its network of offices located throughout North America and
Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.  Michael R.
Nestor, M. Blake Cleary and Jaime Luton Chapman at Young Conaway
Stargatt & Taylor, LLP; and Oscar Garza at Gibson, Dunn & Crutcher
LLP represent the Debtors.  FTI Consulting and Centerview Partners
LLC are the financial advisors.  Kurtzman Carson Consultants is
the claims and notice agent.

Before the bankruptcy, Clearlake signed a contract to buy Agoura
THQ for a price said to be worth $60 million.  After a 22-hour
auction with 10 bidders, the top offers brought a combined $72
million from several buyers who will split up the company. Judge
Walrath approved the sales in January.  Some of the assets didn't
sell, including properties the company said could be worth about
$29 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
persons to serve in the Official Committee of Unsecured Creditors.
The Committee tapped Houlihan Lokey Capital as its financial
advisor and investment banker, Landis Rath & Cobb as co-counsel
and Andrews Kurth as counsel.


TPO HESS: Has July 10 Hearing to Confirm Prepackaged Plan
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on July 24, 2013, at 10 a.m., to consider the
confirmation of TPO Hess Holdings, Inc., et al.'s Prepackaged Plan
of Liquidation.  Objections, if any, are due July 10, at 4 p.m.

The primary purpose of the Plan is to distribute the proceeds of a
sale of substantially all of the Debtors' assets pursuant to
Section 363 of the Bankruptcy Code.  The Debtors believe that
their secured lenders are the only parties that are impaired, and
who are entitled to a distribution under the Plan.

As reported in the Troubled Company Reporter on May 23, 2013, the
prepackaged plan will be financed by a sale of the business for
$19.3 million to Bang Printing of Ohio Inc.  There will be an
auction to determine if there is a higher price for the Kent,
Ohio-based business.

The plan offers $1.5 million, or a 2 percent recovery, to holders
of $74 million in second-lien notes. The noteholders already
accepted the plan unanimously.  First-lien debt of $11.9 million
will be paid in full.  Unsecured creditors with $20 million in
claims will be paid nothing and weren't allowed to vote on the
plan.  A court filing listed $14.2 million in debt owing to trade
suppliers.

A copy of the Prepackaged Plan is available for free at
http://bankrupt.com/misc/TPOHESS_plan.p

                         About TPO Hess

Commercial and educational printer TPO Hess Holdings Inc., D.B.
Hess Co., The Press of Ohio and other affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 13-11327) on May 22, 2013, to
seek approval of a liquidation plan that contemplates the sale of
the business to Bang Printing of Ohio Inc., absent higher and
better offers.

D.B. Hess was founded 1797 in Woodstock, Illinois.  D.B. Hess and
its affiliates are now leading provider of print, related
services, and technology.  Hess ranks among the top 50 U.S.
printers and has become one of the industry's most respected low-
to-medium volume producers of commercial and educational
materials. Hess Holdings, the ultimate parent, was formed after
Wellspring Capital Management LLC and certain co-investors
acquired D.B. Hess and The Press of Ohio in 2006.

The proposed purchaser, Bang Printing Of Ohio, Inc., is
represented by Leonard, Street and Deinard.

The Debtors have tapped Pauline K. Morgan at Young Conaway
Stargatt & Taylor, LLP, and Paul Weiss Rifkind Wharton Garrison,
LLP, as counsel, Epiq Bankruptcy Solutions as claims and noticing
agent, and Houlihan Lokey as financial advisor.

Holders of $74 million in second-lien notes had already
unanimously accepted the plan where they would receive $1.5
million, or a 2 percent recovery.  First-lien debt of $11.9
million is to be paid in full.  Unsecured creditors with $20
million in claims didn't vote on the plan because they are to
receive nothing.  The bankruptcy court scheduled a July 24
confirmation hearing for approval of the plan.


TRAINOR GLASS: Status Hearing on Plan Continued to July 10
----------------------------------------------------------
The Hon. Carol A. Doyle of the U.S. Bankruptcy Court for the
Northern District of Illinois continued to July 10, 2013, at
11 a.m., the status hearing on the Chapter 11 Plan and Disclosure
Statement filed in the case of Trainor Glass Company.

As reported in the Troubled Company Reporter on May 27, 2013, the
Court has extended, at the behest of the Debtor, the exclusive
periods to file a plan of reorganization until June 14, and to
solicit acceptances of that plan until Aug. 16.

David A. Golin, Esq., an attorney at Arnstein & Lehr LLP, which
represents the Debtor in this bankruptcy case, said, "The Debtor
has been working to liquidate its assets and has been consulting
and working with the Committee of Unsecured Creditors and First
Midwest Bank to formulate a plan.  The Debtor intends to continue
this process.  The Committee and the Bank support the relief
requested in this motion."

The Debtor is also represented by Michael L. Gesas, Esq., and
Kevin H. Morse, Esq., at Arnstein & Lehr.

                        About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.  The Debtor
has tapped Cole, Martin & Co., Ltd., to render certain auditing
services related to the Debtor's 401(k) and profit sharing plan.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRANSDIGM GROUP: Fitch Affirms 'B' Issuer Default Ratings
---------------------------------------------------------
Fitch Ratings has affirmed TransDigm Group Inc.'s (NYSE: TDG) and
its indirect subsidiary TransDigm, Inc.'s (TDI) Issuer Default
Ratings at 'B'. Fitch has also affirmed ratings for TDI's term
loan and senior secured credit facility at 'BB/RR1' (after giving
effect to a proposed $700 million increase to the facility in form
of an additional term loan) and the ratings for TDI's outstanding
senior subordinated notes at 'B-/RR5'.

Fitch expects to rate TransDigm, Inc.'s (TDI) proposed $500
million senior subordinated notes 'B-/RR5' (subject to document
review).

Fitch has revised the Rating Outlook to Negative from Stable.

Proceeds from the issuance of the $1.2 billion incremental
indebtedness are expected to be used to pay a one-time dividend in
the range of $1 billion to $1.8 billion. Approximately $5.5
billion of outstanding debt is covered by Fitch's ratings after
giving effect to the new debt issuance. A complete list of ratings
is provided at the end of this release.

Key Rating Drivers

The revision of the Outlook to Negative from Stable is driven by a
significant increase in leverage because of the one-time dividend,
resulting in a diminished ability to de-lever rapidly. This
correspondingly impacts TDG's financial flexibility to pursue
large scale debt-funded acquisitions at the current ratings. Fitch
believes TDG has the capacity to make approximately $400 million
of acquisitions per annum beginning fiscal 2014 with internally
generated cash; however, a larger acquisition would likely require
debt financing. While Fitch expects TDG's projected metrics will
still be consistent with the 'B' IDR, the level of support for
this rating will be reduced by the new debt.

The ratings reflect the company's strong free cash flow (FCF; cash
from operations less capital expenditures and dividends), good
liquidity, and financial flexibility which includes a favorable
debt maturity schedule.

TDG benefits from high profit margins and low capital
expenditures, diversification of its portfolio of products which
support a variety of commercial and military platforms/programs, a
large percentage of sales from a relatively stable aftermarket
business, its role as a sole source provider for the majority of
its sales, and management's history of successful acquisitions and
subsequent integration. Fitch also notes that TDG does not have
material pension liabilities and has no other post-employment
benefit (OPEB) obligations.

Fitch's concerns include the company's high leverage, its long-
term cash deployment strategy which focuses on acquisitions, and
weak collateral support for the secured bank facility in terms of
asset coverage. Additionally, Fitch is concerned with the risks to
core defense spending, but this risk is mitigated by TDG's
relatively low exposure to the defense budget and by a highly
diversified and program-agnostic product portfolio.

Fitch notes that TDG is exposed to the cyclicality of the
aerospace industry, as it reported several quarters of organic
sales declines during fiscal 2009 and 2010 driven by lower demand
for aftermarket parts and by production cuts by commercial
original equipment manufacturers (OEMs). While market cyclicality
is somewhat mitigated by growth from acquisitions, high margins
and sales diversification to the defense sector, the expected
decline in defense spending coupled with a possible downturn may
result in lower FCF.

The Recovery Ratings and notching in the debt structure reflect
Fitch's recovery expectations under a scenario in which distressed
enterprise value is allocated to the various debt classes. The
expected recovery for bank-debt holders remains 'RR1', indicating
recovery of 91% - 100%. The senior subordinated notes are 'RR5'
which reflects an expectation of recovery in the 11% - 30% range.

Fitch estimates TDG's leverage could increase to approximately 6.6
times (x) on June 26, 2013 following the completion of the debt
offering, up from approximately 5.2x as of March 30, 2013. The
increased leverage is in line with the company's historic leverage
which typically fluctuates between approximately 4.5x and 6.0x,
occasionally reaching higher than 7.0x. At the end of fiscal 2012,
TDG's leverage was approximately 4.6x, down from 5.6x at the end
of fiscal 2011. TDG's leverage is somewhat high for the rating;
however, it is mitigated by strong margins and positive FCF
generation. Over the next several years, Fitch projects TDG's
leverage to be at the higher end of the historical range of 4.5x
to 6.0x.

At March 30, 2013, TDG's liquidity consisted of $680 million in
cash and $303 million of availability under its revolver ($310
million less $6.7 million in letters of credit), partially offset
by $22 million in current amortization payments under the $2
billion term loan. TDG does not have major maturities until 2017.
Fitch expects TDG to maintain a solid liquidity position in fiscal
2013 and 2014.

In the fiscal year ended Sept. 30, 2012, TDG generated
approximately $385 million FCF. Fitch expects TGD's FCF to be
negative in fiscal 2013 driven by special dividends of $660
million paid during the first quarter of fiscal 2013 and the
recently announced dividend in the range of $1 billion to $1.8
billion. Correspondingly, Fitch expects TDG's FCF to range from
negative $1.3 billion to negative $2.1 billion. Excluding special
dividends, TDG generates solid positive FCF, aided by typically
low capital spending and high margins. Capital expenditures tend
to be less than 2% of sales per year.

Excluding special dividends, Fitch expects TDG to generate more
than $350 million of FCF in fiscal 2013. Projected future cash
flows should be sufficient to fund day-to-day operations while
allowing the company the flexibility to pursue modest future
acquisitions.

In addition to special dividends, acquisitions are the main focus
of TDG's cash deployment strategy. In fiscal 2012, TDG made three
acquisitions totaling $868 million compared to $1.7 billion spent
on acquisitions in 2011. TDG completed two additional acquisitions
in the first fiscal half of 2013 totaling approximately $325
million. Fitch expects TDG will continue to focus its cash
deployment on acquisitions, or special dividends if the company
does not find suitable acquisition targets.

TDG is exposed to three business sectors: commercial airplane
original equipment (OE), commercial aftermarket and defense (both
original equipment and aftermarket). TDG's sales growth rates
during the latest economic downturn were primarily driven by the
acquisitions and the stability of defense spending which
significantly moderated year over year organic sales declines in
commercial OE and aftermarket sales. Fitch considers the
conditions within the industry to be supportive of the rating.

Rating Sensitivities:

A negative rating action may be considered should the company make
a large debt funded acquisition or additional special dividend
which will result in increased leverage; if the global economy
weakens; or defense spending cuts have a more significant impact
on the company's earning and FCF than currently anticipated. A
positive rating action is not likely in the intermediate term, but
Fitch may consider a positive rating action if the company
maintains its leverage level within the range of 4.5x to 5.6x
along with its strong revenue growth and high cash generation.

Fitch has assigned 'B-/RR5' ratings to the expected issuance of
$500 million senior subordinated notes and has affirmed the
following ratings:

TDG:

--Long-term IDR at 'B'.

TDI:

-- IDR at 'B';
-- Senior secured revolving credit facility at 'BB/RR1';
-- Senior secured term loan at 'BB/RR1';
-- Senior subordinated notes at 'B-/RR5'.

The Rating Outlook is revised to Negative.


TRI-LAND PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Tri-Land Properties, Inc., an Illinois corporation
        One Westbrook Corporate Center
        Suite 520
        Westchester, IL 60154

Bankruptcy Case No.: 12-22623

Chapter 11 Petition Date: July 11, 2012

Court: United States Bankruptcy Court
       Northern District of Indiana (Hammond Division)

Judge: J. Philip Klingeberger

Debtor's Counsel: David K. Welch, Esq.
                  CRANE, HEYMAN, SIMON, WELCH & CLAR
                  135 South LaSalle St.
                  Suite 3705
                  Chicago, IL 60603
                  Tel: (312) 641-6777
                  E-mail: dwelch@craneheyman.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/innb12-22623.pdf

The petition was signed by Richard F. Dube, president.

Pending bankruptcy cases of affiliates:


Petition
   Debtor                   District / Case No.          Date
   ------                   --------------------         ----
Century Plaza, LLC,         Bankr. N.D. Ind. 11-24075   10/18/11
T-L Brywood LLC,            Bankr. N.D. Ill. 12-09582


TRIBUNE COMPANY: Tax Claims No Impact on Moody's 'Ba3' CFR
----------------------------------------------------------
Moody's Investors Service said Tribune Company's recent disclosure
of potential tax claims related to leverage partnerships has no
immediate impact on its Ba3 corporate family rating since Moody's
ratings already incorporated an estimate for potential tax
payments assuming the partnership transactions were taxed as a
sale.

Tribune Company, headquartered in Chicago, IL, operates
broadcasting assets including 23 television stations and one radio
station (36% of 2012 revenue, 47% adjusted EBITDA) in 19 markets
ranked #1 to #52, including the top five markets and seven of the
top ten markets reaching 35% of U.S. households. The company also
operates the third largest newspaper group in the U.S. within its
publishing segment (64% of 2012 revenue, 34% adjusted EBITDA). The
Chicago Tribune, Los Angeles Times and six other metropolitan
dailies have a combined daily and Sunday circulation of 1.8
million and 2.9 million, respectively. In addition, Tribune holds
minority equity interests in several media enterprises including
TV Food Network, Classified Ventures, and CareerBuilder which
contribute cash distributions (19% of 2012 adjusted EBITDA). The
company emerged from Chapter 11 bankruptcy protection in December
2012 with a significantly lower debt load. Certain creditors
became owners with funds of Oaktree Capital Management, Angelo,
Gordon & Company, and JPMorgan Chase being the largest initial
shareholders who appointed the initial board of directors.
Revenues for the fiscal year ended December 30, 2012 totaled
roughly $3.1 billion.


TRENDSET INC: Sold to AFS Logistics for $1.14 Million
-----------------------------------------------------
Lyn Riddle, writing for GreenvilleOnline.com, reports that
Trendset Inc. has been sold in a bankruptcy auction.  The report
says the highest bidder was AFS Logistics, a Louisiana company
that will pay $1.14 million for Trendset, a business that received
payments from manufacturers, audited their shipping bills and then
paid the shippers, according to court documents.  AFS Logistics
was selected as the buyer on June 11 after three bids were
submitted.

The report notes Adam Akers, vice president for sales for
Trendset, said he couldn't comment but that the company is
operating as usual.

According to the report, GGG Partners, an Atlanta company that
specializes in corporate rescues, was hired by a court-appointed
trustee to restructure Trendset.  Curt Friedberg, a partner with
GGG, said, "Our job is to find a long-term solution. We have
tremendous support from our customers and a hardworking team
here."  Mr. Friedberg said now that the company has been sold, his
firm can begin to investigate what happened and work to get as
much money as possible returned to creditors.

Mr. Friedberg may be reached at:

          Curt S. Friedberg, Esq.
          GGG PARTNERS LLC
          5883 Glenridge Dr NE Ste 160
          Atlanta, GA 30328-5571 USA
          Tel: (404) 256-0003 Extn. 228
          Fax: (404) 256-4555 fax
          E-mail: cfriedberg@gggpartners.com

Trendset, Inc., was the subject of an involuntary Chapter 11
petition (Bankr. D. S.C. Case No. 13-02225) filed on April 15,
2013.  Rory D. Whelehan, Esq., at Womble Carlyle Sandridge & Rice,
LLP, serves as counsel to the alleged creditors.  Creditors who
signed the Chapter 11 petition are Husqvarna Professional
Products, Inc., (owed $5,782,524), Legrand North America, Inc.
(owed $4,642,653) and DH Business Services, LLC (owed $3,883,360).


TRINITY COAL: Essar Fights Creditor Probe
-----------------------------------------
Katy Stech writing for Dow Jones' DBR Small Cap reports that
India-based steel and energy conglomerate Essar Global Ltd. is
resisting an investigation into whether the leaders it chose to
manage West Virginia-based subsidiary Trinity Coal Corp. put the
struggling Appalachian mining company on a path to bankruptcy.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief.  An
order for relief in each of the Debtors was entered by the Court
on March 4, 2013, which converted the involuntary cases to
voluntary Chapter 11 cases.

John W. Ames, Esq., C.R. Bowles, Jr., Esq., and Bruce Cryder,
Esq., at Bingham Greenebaum Doll LLP; and Steven J. Reisman, Esq.,
L. P. Harrison 3rd, Esq., and Jerrold L. Bregman, Esq., at Curtis,
Mallet-Prevost, Colt & Mosle LLP, represent the Debtors.

Edward J. Green, Esq., at Foley & Lardner LLP serves as counsel
for the Official Committee of Unsecured Creditors.  Sturgill,
Turner, Barker & Moloney, PLLC serves as the Committee's local
counsel.


TRIPLE POINT: Moody's Assigns 'Caa1' CFR; Outlook Stable
--------------------------------------------------------
Moody's Investors Service assigned a Caa1 Corporate Family Rating
and a Caa1-PD Probability of Default Rating to Triple Point Group
Holdings, Inc.

Moody's also assigned new ratings of B2 to the proposed senior
secured revolving credit facility due 2018 and the proposed first
lien term loan due 2020 and Caa2 to the proposed second lien term
loan due 2021. The ratings on the existing Triple Point debt will
be withdrawn when they are repaid. The ratings outlook is stable.

The proceeds of the new term loans combined with new cash equity
and cash from the balance sheet will be used to fund the
acquisition of Triple Point by ION Investment Group, refinance
existing indebtedness and pay fees and expenses.

Rating Rationale:

The Caa1 Corporate Family Rating reflects Moody's expectations for
very high pro-forma debt to EBITDA of about 7 times for the next
12 to 18 months. Debt at closing is very high, at about 8.7 times
March 2013 trailing twelve months EBITDA of $56 million and over
280% of revenue of $172 million. Triple Point's software licenses
are sold to a concentrated group of commodity management
customers; the top 10 customers represented 50% of 2012 revenues.
Moody's expects at least $25 million of free cash flow per year.
However, Moody's also expects Triple Point will apply free cash
flow to acquisitions to gain technology and customers to fuel
revenue growth, or more shareholder-friendly uses, as opposed to
debt repayment. Perpetual license sales in backlog provide visible
support for Moody's 2013 revenue growth expectations; however,
should license sales drop in the future, free cash flow would be
immediately and adversely affected. Triple Point maintains good
near term liquidity from free cash flow and the undrawn $40
million revolver.

The stable ratings outlook reflects Moody's expectations for over
$190 million of revenues and about $60 million of EBITDA in 2013.
The rating anticipates moderate near-to-medium term acquisition
activity. If Triple Point uses its free cash flow to repay debt,
while also growing EBITDA as expected, and Moody's anticipates
balanced financial policies, such that debt to EBITDA is expected
to be maintained below 6.5 times, the ratings could be upgraded.
Lower ratings would be possible if Moody's becomes concerned that
because of lower expected revenue, increased customer attrition or
shareholder-friendly financial policies free cash flow becomes
diminished, leading to a decline in the amount and quality of
liquidity.

Assignments:

Issuer: Triple Point Group Holdings, Inc.

  Probability of Default Rating, Assigned Caa1-PD

  Corporate Family Rating, Assigned Caa1

  $40M Senior Secured Bank Credit Facility, Assigned B2 (LGD3,
  30 %)

  $320M Senior Secured Bank Credit Facility, Assigned B2 (LGD3,
  30 %)

  $165M Senior Secured Bank Credit Facility, Assigned Caa2 (LGD5,
  82 %)

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

Triple Point provides procurement, processing, risk assessment and
decision support software solutions to companies and trading firms
which deal with various commodities and related derivatives,
primarily whose business operations are exposed to price or
regulatory risks related to physical commodities. The company is
being purchased by ION Investment Group.


U.S. RENAL: Moody's Eyes Possible Downgrade of 'B2' CFR
-------------------------------------------------------
Moody's Investors Service placed the ratings of U.S. Renal Care,
Inc. under review for downgrade, including the company's B2
Corporate Family Rating and B2-PD Probability of Default Rating.
The rating action follows the announcement on June 25, 2013 that
U.S. Renal has signed a definitive agreement to acquire Ambulatory
Services of America, Inc.

The following ratings were placed under review for downgrade:

Corporate Family Rating, B2

Probability of Default Rating, B2-PD

$60 million senior secured revolver expiring in 2017 at B1 (LGD 3,
37%)

$305 million first lien term loan due 2019 at B1 (LGD 3, 37%)

$120 million second lien term loan due 2020 At Caa1 (LGD 5, 88%)

Rating Rationale:

The review for downgrade reflects U.S. Renal's leverage, which is
high for the current rating at 6.1 times as of March 31, 2013, and
which could potentially increase further with the acquisition of
ASA. Moody's recognizes that ASA will double U.S. Renal's dialysis
patients and provide a modest level of geographic diversification.
Although, at this time it is unclear how the acquisition will be
funded or the finale makeup of the capital structure.

Moody's review will focus on the expected performance of the
combined entities, the proposed capital structure and strategy for
deleveraging, the timing and magnitude of synergy realization, as
well as the combined organization's free cash flow capabilities
and liquidity.

The principal methodology used in rating U.S. Renal Care, Inc. was
the Global Healthcare Service Provider Industry Methodology
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.

U.S. Renal Care, Inc. provides dialysis services to patients who
suffer from chronic kidney failure. The company provided dialysis
services through 100 outpatient facilities in 13 states. In
addition, the company provided acute dialysis services through
contractual relationships with hospitals and dialysis centers to
patients in their homes. U.S.


U.S. RENAL: S&P Puts 'B+' 1st Lien Debt Rating on Watch Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Plano, Texas-based dialysis services
provider U.S. Renal Care Inc. and revised the rating outlook to
negative from stable.  These actions reflect the company's planned
debt-financed acquisition of Ambulatory Services of America.

At the same time, S&P placed its 'B+' credit rating on the
company's first-lien debt on CreditWatch with negative
implications because the size of this debt class may increase
relative to its estimate of the enterprise's value in the event of
default.  S&P affirmed its 'CCC+' credit rating on the company's
second-lien debt.  S&P's recovery rating on the first-lien debt is
'2', indicating its expectation for substantial (70% to 90%)
recovery of principal, and its recovery rating on the second-lien
debt is '6', indicating its expectation for negligible (0 to 10%)
recovery of principal, both in the event of payment default.

"The rating on USRC, a provider of kidney dialysis services,
continues to reflect its "vulnerable" business risk profile,
distinguished by its dependence on the treatment of a single
disease, pressure from third-party payors to reduce payments, an
unfavorable payor profile with a heavy reliance on Medicare, and
still relatively small scale.  USRC's planned debt-financed
acquisition of Ambulatory Services of America (ASA) will roughly
double the company's size and substantially increase its debt
burden," said credit analyst Gail Hessol.  "Standard & Poor's
Ratings Services estimates pro forma lease-adjusted debt leverage
is about 8x (including holding company debt), including ASA's
EBITDA for the past 12 months (and adjusting for USRC's
nonrecurring expenses in 2012), markedly higher than USRC's actual
lease-adjusted leverage of 6.4x as of March 31, 2013.  S&P expects
a gradual decline in leverage over the next two years, but still
consistent with a "highly leveraged" financial risk profile."

S&P's negative rating outlook reflects the potential for leverage
to remain elevated, given the combination of higher financial risk
during the upcoming rebasing of reimbursement rates.  S&P could
lower its rating if it expects USRC to sustain leverage above 8x
or if it is unable to generate discretionary cash flow in 2014.
This could occur if USRC cannot achieve significant synergies with
the acquired business or if declining revenue per treatment
restrains EBITDA growth.

S&P could revise the outlook to stable if it believes that a
combination of USRC's cost reductions, relatively favorable third-
party reimbursement rates, and other factors will enable it to
generate discretionary cash flow and reduce leverage.


UNIFIED 2020: Taps Southland Property as Property Tax Consultants
-----------------------------------------------------------------
Unified 2020 Realty Partners LP asks the U.S. Bankruptcy Court for
the Northern District of Texas for permission to employ Southland
Property Tax Consultants Inc. as property tax consultants.

Southland Property will negotiate the ad valorem tax appraised
value of the Debtor's property.

Southland has agreed to represent the Debtor on a contingency
basis.  The fee to be paid to Southland is 25 percent of any ad
valorem tax savings realized for the Debtor.

                   About Unified 2020 Realty

Unified 2020 Realty Partners, LP, filed a bare-bones petition
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No.
13-32425) in its home-town in Dallas on May 6, 2013.  The petition
was signed by Edward Roush as president of general partner.  The
Debtor disclosed $44.7 million in total assets and $31.6 million
in liabilities as of the Chapter 11 filing.  The Debtor says it
owns and leases infrastructure critical to telecommunications
companies and data center facilities.  Judge Stacey G. Jernigan
presides over the Chapter 11 case.

Kerry S. Alleyne-Simmons, Esq., at Arthur Ungerman, in Dallas,
Texas, represents the Debtor.  Peter C. Lewis, Esq., and Jacob W.
Sparks, Esq., at Scheef & Stone, LLP, in Dallas, Texas, represent
United Central Bank.


UNIVERSAL HEALTH: Kapila & Company Approved as Financial Advisors
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Soneet R. Kapila, the duly appointed Chapter 11 trustee
for Universal Health Care Group, Inc., to employ Kapila & Company
as his financial advisors and accountants.  To the best of the
trustee's knowledge, K&C has no connection with the Debtors,
creditors, or any other party-in-interest.

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.

Universal Health Care estimated assets of up to $100 million and
debt of less than $50 million in court filings in Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.


UNIVERSAL HEALTH: Has Green Light to Terminate 401(k) Plan
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
authorized the (i) termination of Universal Health Care Group,
Inc.'s 401(k) Plan; (ii) employment of Roberta Casper Watson to
supervise the Plan Termination; and (III) employment of R.J.
Landry to serve as the plan fiduciary.

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.

Universal Health Care estimated assets of up to $100 million and
debt of less than $50 million in court filings in Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.


UNIVERSAL HEALTH: Trustee Can Hire Trenam Kemker as Counsel
-----------------------------------------------------------
The Bankruptcy Court has authorized Soneet R. Kapila, the duly
appointed Chapter 11 trustee for Universal Health Care Group,
Inc., to employ Trenam, Kemker, Scharf, Barkin, Frye, O'Neill
& Mullis, P.A. as his special counsel to render general bankruptcy
services.

As reported in the Troubled Company Reporter on May 23, 2013,
according to the trustee, no fee will be paid to Trenam without an
application to and an order from the Court.

To the best of the trustee's knowledge, Trenam has no connection
with the Debtor, creditors or party-in-interest.

                   About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.

Universal Health Care estimated assets of up to $100 million and
debt of less than $50 million in court filings in Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.


VERTIS HOLDINGS: GA Keen to Sell 5 Industrial Properties
--------------------------------------------------------
GA Keen Realty Advisors, the real estate division of Great
American Group, Inc., has been retained to market and sell five
industrial properties in Georgia, New Jersey, New York, Ohio and
Ontario through a bankruptcy sale process.  The properties are
among the last remaining assets of Vertis Communications, a
provider of targeted advertising and marketing solutions to
leading retail and consumer services companies, which filed for
bankruptcy court protection in October 2012.

"The properties are each well-positioned in strategic locations
and are ready for immediate occupancy," said GA Keen Realty
Advisors Co-President, Matthew Bordwin.  "These attributes, along
with the excess land available in certain locations, create
exciting investment and/or redevelopment opportunities."

The properties include:

-- A 51,200 square-foot industrial warehouse on 2.1 acres located
at 3271 Hamilton Blvd. in Atlanta, Georgia.  Built in 1967, 25
percent of the building consists of office space.

-- A 23,000 square-foot industrial distribution property located
at 80 Wheeler Point Road in Newark, New Jersey.

-- An industrial manufacturing property on more than 28 acres with
over 200,000 square feet of space.  Located at 1 Tomsons Road in
Saugerties, New York, the property also includes 105 acres of
vacant land.

-- A 93,884 square-foot industrial manufacturing facility on 5.83
acres located at 620 East Smith Road in Medina, Ohio, just west of
U.S. Interstate 71.

-- A 154,149 square-foot industrial warehouse on 17.61 acres,
located at 3565 Eagle Street in Stevensville, Ontario, Canada,
just south of Niagara Falls.

The properties are being marketed as part of a bankruptcy sale and
can be sold individually or as a package.  Offers are now being
considered.

For more information about the properties, contact Matthew
Bordwin, Craig Fox or Doug Greenspan at 646-381-9222 or at
mbordwin@greatamerican.com, cfox@greatamerican.com or
dgreenspan@greatamerican.com.

                About GA Keen Realty Advisors

Located in New York, GA Keen Realty Advisors --
http://www.greatamerican.com/keen-- provides real estate
analysis, valuation and strategic planning services, brokerage,
M&A, auction services, lease restructuring services and real
estate capital market services.

                  About Great American Group

Great American Group -- http://www.greatamerican.com-- is a
provider of asset disposition and auction solutions, advisory and
valuation services, capital investment, and real estate advisory
services for an extensive array of companies.  A trusted strategic
partner at every stage of the business lifecycle, Great American
Group efficiently deploys resources with sector expertise to
assist companies, lenders, capital providers, private equity
investors and professional service firms in maximizing the value
of their assets.  The company has in-depth experience within the
retail, industrial, real estate, healthcare, energy and technology
industries.  The corporate headquarters is located in Woodland
Hills, Calif. with additional offices in Atlanta, Boston,
Charlotte, N.C., Chicago, Dallas, Melville, N.Y., New York,
Norwalk, Conn., San Francisco, London, Milan and Munich.

                          About Vertis

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanley Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.

On Jan. 16, 2013, Quad/Graphics completed the acquisition of
Vertis Holdings for a net purchase price of $170 million.  This
assumes the purchase price of $267 million less the payment of $97
million for current assets that are in excess of normalized
working capital requirements.


VIASAT INC: Negative Cash Flow Cues Moody's to Lower CFR to B1
--------------------------------------------------------------
Moody's Investors Service downgraded ViaSat, Inc.'s corporate
family and probability of default ratings (CFR and PDR
respectively) to B1 from Ba3 and B1-PD from Ba3-PD, respectively,
while also downgrading the company's $575 million 6.875% senior
unsecured notes due 15 June, 2020, to B2 from B1. With the
downgrades, ViaSat's ratings outlook was changed to stable from
negative. The company's speculative grade liquidity rating was
affirmed at SGL-3 (adequate liquidity).

The downgrades were prompted by Moody's expectations that ViaSat
will be cash flow negative for a prolonged period due to
accelerated investments in its satellite broadband business, as
well as competitive issues that limit cash flow growth:

Rating and Outlook Actions:

Issuer: ViaSat, Inc.

  Corporate Family Rating, Downgraded to B1 from Ba3

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

  Senior Unsecured Regular Bond/Debenture, Downgraded to B2
  (LGD4, 69%) From B1 (LGD4, 67%)

  Speculative Grade Liquidity Rating, affirmed at SGL-3

  Outlook, Changed to Stable from Negative

Ratings Rationale:

ViaSat's B1 corporate family rating is primarily driven by
expectations of negative free cash flow for the foreseeable future
as the company builds its consumer satellite internet business by
launching expensive next-generation satellites for which demand is
yet to be proven. A similar growth strategy at its main consumer
internet competitor increases this risk. Debt/EBITDA leverage is
expected to remain moderate at less than 4X as EBITDA increases
with increased satellite capacity, and this supports the rating.
ViaSat's stable government business also helps offset the risks of
growing its consumer segment. ViaSat's next satellite, ViaSat-2,
will cost over $600 million and will be launched in 2016.

Rating Outlook

Despite being cash flow negative, since Moody's thinks ViaSat can
manage the funding gap using its revolving credit facility and
without a dramatic increase in TD/EBITDA leverage, the ratings
outlook is stable.

What Could Change the Rating - Up?

The rating could be upgraded if FCF were to be comfortably
positive on a sustainable basis (inclusive of Moody's standard
adjustments). This is unlikely until ViaSat-2 is generating
meaningful cash flow.

What Could Change the Rating - Down?

A combination of weak financial returns for ViaSat-1 or ViaSat-2,
softness in legacy businesses and a prolonged period of negative
free cash flow are the likely catalysts for adverse ratings
actions. These would likely involve either or both of liquidity
issues and (Moody's-adjusted) TD/EBITDA approaching or exceeding
4.0x for a prolonged period.

The principal methodology used in this rating was the Global
Communications Equipment Industry Methodology published in June
2008. 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 Carlsbad, California, ViaSat, Inc. operates a
consumer satellite broadband business and is a leading producer of
satellite and related communications/networking systems for
government and commercial customers. LTM revenues are
approximately $1.1 billion and annual (Moody's adjusted) EBITDA is
~$185 million. Government systems generate 51% of revenue, while
the Commercial Networks and Satellite Services generate 24% and
25%, respectively.


VISUALANT INC: Director James Gingo Quits
-----------------------------------------
James Gingo resigned from Visualant, Inc.'s Board of Directors
effective June 21, 2013.

                        About Visualant Inc.

Seattle, Wash.-based Visualant, Inc., was incorporated under the
laws of the State of Nevada on Oct. 8, 1998.  The Company
develops low-cost, high speed, light-based security and quality
control solutions for use in homeland security, anti-
counterfeiting, forgery/fraud prevention, brand protection and
process control applications.

Visualant incurred a net loss of $2.72 million for the year
ended Sept. 30, 2012, compared with a net loss of $2.39 million
for the same period during the prior year.  The Company's balance
sheet at March 31, 2013, showed $4.14 million in total assets,
$5.53 million in total liabilities, a $1.42 million total
stockholders' deficit and $40,133 in noncontrolling interest.

PMB Helin Donovan, LLP, in Nov. 10, 2012, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has sustained a net loss from operations and has an
accumulated deficit since inception which raise substantial doubt
about the Company's ability to continue as a going concern.


VITESSE SEMICONDUCTOR: Closes $40.2 Million Common Stock Offering
-----------------------------------------------------------------
Vitesse Semiconductor Corporation has closed an underwritten
public offering for 18,720,000 shares of its common stock, which
includes the exercise in full by the underwriters of their over-
allotment option, at a per share price to the public of $2.15.
The Company will receive net proceeds of approximately $37.5
million after deducting the underwriting discount and estimated
offering expenses.  Certain officers and directors of Vitesse
participated in the offering.

"The success of our public offering speaks volumes to the
confidence our investors have in our strategy, products, team, and
growth potential.  The net proceeds from this offering have
considerably strengthened our balance sheet, and give us
flexibility in handling the debt principal due in 2014," said
Chris Gardner, CEO of Vitesse.  "The proceeds from the offering
will help us toward our goal of driving long-term growth and
profitability."

"Over the last five years, our R&D investments have been targeted
at enabling next-generation networks in the fastest growing
markets with ground breaking products based on the evolution of
Ethernet technology.  With the demonstrated market traction of our
new products, we believe that our served markets are on the
threshold of an extended growth cycle based on a systemic, long-
term build out of Carrier and Enterprise networks."

Needham & Company, LLC, acted as the sole book-running manager of
the offering.  Craig-Hallum Capital Group LLC and Imperial
Capital, LLC acted as co-managers.  Counsel for Vitesse was Stubbs
Alderton & Markiles, LLP.

                           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.


WESCO AIRCRAFT: Strong Performance Cues Moody's to Keep Ba3 CFR
---------------------------------------------------------------
Moody's Investors Service has affirmed the corporate family rating
and probability of default rating (PDR) of Wesco Aircraft Hardware
Corp., a wholly owned subsidiary of Wesco Aircraft Holdings, Inc.
(NYSE: WAIR) at Ba3 and Ba3-PD, respectively.

The rating affirmations reflect WAIR's commitment to maintaining a
moderately leveraged balance sheet, its strong market position as
a distributor of C class aerospace hardware, bearings, electronic
components and machined parts and favorable cyclical demand trends
from its commercial aerospace end market exposure. Concurrent with
this action, Moody's assigned a Ba3 rating to WAIR's existing $200
million revolving credit facility and $625 million term loan
(executed December 2, 2012) and assigned a first time speculative
grade liquidity rating of SGL-2 reflecting a good liquidity
profile. The rating outlook is stable.

Ratings Rationale:

WAIR's Ba3 CFR is supported by steady profitability through the
economic cycle, favorable cyclical industry demand from commercial
aerospace OEM customers, positive free cash flow generation and
solid relative credit metrics for the ratings -- Moody's adjusted
debt-to-EBITDA of 3.5x and EBITA-to-Interest of 5.8x at March 31,
2013. The rating is further supported by the company's strong
market position as a C class parts distributor, significant
percentage of long term, Just-In-Time (JIT) contracts and Long
Term Agreement's (LTAs), and a good balance between commercial
(~55%) and military OEM customers (~45%). Modest size and scale
relative to other participants in the aviation supply chain,
variable working capital investment needs and demand, as well as
fundamental dependence on cyclical aerospace demand levels--both
new build production rate and passenger air travel miles,
constrains the Ba3 rating.

The SGL-2 speculative grade liquidity rating reflects Moody's view
that WAIR would maintain a good liquidity profile over the next
twelve to eighteen months. WAIR's liquidity is supported by modest
cash balances ($54 million at 3/31/2013), full availability on its
$200 million senior secured revolver due December 7, 2017 and
solid covenant headroom on both its net interest coverage and
leverage covenants. Further, Moody's expects WAIR to continue to
generate solid cash flows despite meaningful working capital
investment needs given the high inventory requirements of
aerospace parts distributors.

The stable outlook reflects Moody's expectation that WAIR will
maintain its credit protection metrics over the medium term
supported by an expectation for continued high level of
profitability, realization of positive free cash flow and
potential for further debt reduction. Moody's expects top-line
pressure on WAIR's military sales due to sequestration and the
Budget Control Act of 2011 to mount in upcoming quarters. Reduced
sales to military platforms should be largely offset by growth in
commercial sales as increasing build rates at Boeing and Airbus
filter through the OEM supply chain; thus increasing demand for
WAIR's products and services.

A positive ratings or outlook change in the near term is unlikely
given the company's scale. The outlook or rating could improve
over time with increased scale and if the company were to
meaningfully reduce debt such that Moody's adjusted debt-to-EBITDA
was substantially less than 3.0x times and EBIT-to-Interest was
above 5.0x times on a sustainable basis.

The outlook or rating could be lowered if the company were unable
to generate positive free cash flow, if debt levels were increased
with leverage over 5.0x, or if the company's financial covenant
cushion were to erode. Any sizeable inventory expansion which
would inhibit the realization of free cash flow generation could
also be cause for a negative outlook or downgrade in the rating.
As well, an unanticipated decline to commercial and/or military
aircraft production levels could pressure the outlook.

The following ratings were affirmed:

-- Ba3 CFR

-- Ba3-PD PDR

The following ratings were assigned:

-- Ba3 (LGD3, 49%) to the $200 million senior secured revolver
    due December 2017;

-- Ba3 (LGD3, 49%) to the $625 million senior secured term loan
    due December 2017 ($600 million outstanding at March 31,
    2013); and

-- SGL-2 speculative grade liquidity rating.

The principal methodology used in this rating was the Global
Aerospace and Defense 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.

Wesco Aircraft Holdings, headquartered Valencia, CA, is a leading
distributor of C-class, aerospace hardware, bearings, electronic
components and machined parts to the North American and European
aerospace industry. Product service, focused largely on OEMs, is
provided on an ad-hoc, just-in-time (JIT), and/or long term
agreement (LTA) manner. Wesco is majority owned by affiliates of
private equity investor The Carlyle Group (LBO'd late 2006).
Listed on NYSE on July 28, 2011 (WAIR). Revenue for the last
twelve month period ended March 31, 2013 was approximately $840
million.


WINTDOTS DEVELOPMENT: Kennedy Funding Balks at Plan Confirmation
----------------------------------------------------------------
Kennedy Funding, Inc., filed a limited objection to the
confirmation of Wintdots Development LLC's Amended Chapter 11
Plan.

Kennedy said in papers filed in Court on May 28, the Amended Plan
is contingent upon a firm financing commitment.  The proposed
buyer Ideal Development agreed to a financing commitment but -- to
the best of Kennedy's knowledge, information and belief -- no
binding financing commitment has been made to the Debtor.
Therefore, the apparent lack of financing to close on the contract
leads Kennedy to reasonably question whether the deal is bona
fide.

Kennedy's claims are secured by certain personal and real property
of the Debtor.

Matthew J. Duensing, Esq., at Duensing, Casner, Dollison &
Fitzsimmons, represents Kennedy.

                             The Plan

As reported in the Troubled Company Reporter on Jan. 11, 2013,
Wintdots Development has a Plan that provides for the payment of
all administrative expenses and the allowed or agreed claims of
the secured, priority unsecured and general unsecured creditors
through continued operation of the business and post-petition
financing.

Taxes owed to the Internal Revenue Service will be paid in full.

The secured claims of Kennedy Funding, Inc., and Marvin and
Evelyn Freund, Trustees in the amounts of $9,603,641 and $225,000,
will be paid not later than 60 days after the Effective Date of
the Plan.  This Class is not impaired.

General unsecured creditors, owed $880,946.54, will receive 100%
of their allowed or agreed claims, without interest, not later
than 60 days after the Effective Date of the Plan.  This class in
impaired.

Holders of interests in the Debtor will retain their interests.

A copy of the Disclosure Statement, as twice amended, is available
at http://bankrupt.com/misc/wintdots.doc39.pdf

                    About Wintdots Development

Wintdots Development, LLC, filed a Chapter 11 petition (Bankr. D.
V.I. Case No. 12-30003) in its hometown in St. Thomas, Virgin
Islands on March 11, 2011.  The Debtor disclosed $56.42 million in
assets and $10.79 million in liabilities in its schedules.

The Debtor has three properties totaling 21 acres in St. Thomas
that are valued at $56.40 million.  Each of the properties secures
a $9.60 million first lien debt to Kennedy Funding, Inc., and a
$225,000 second lien debt to Marvin & Evelyn Freund.

Delaware bankruptcy judge Mary F. Walrath oversees the case.
Benjamin A. Currence, Esq. at Benjamin A. Currence P.C.,
represents the Debtor.


* Bankruptcy Filings Move Up Slightly, NACM's June CMI Shows
------------------------------------------------------------
The June Credit Managers' Index (CMI) from the National
Association of Credit Management (NACM) confirms that the
significant growth reported in May was genuine.  The June CMI
reached 56.1 -- not as dramatic a jump as last month, but still
trending in the right direction.  The reading is now as high as it
has been since before the recession started to drag the economy
down.

The index of favorable factors dipped a little, but remained above
60 at 60.8 which bodes very well for the future.  Sales remained
well above 60, even though the factor slipped slightly from 63 to
62.3, while new credit applications also fell from 59.2 to 58.8.
Dollar collections was basically stable, rising from 59.2 to 59.3.
Finally, amount of credit extended fell from 65.0 to 62.8.  This
has been perhaps the steadiest of the favorable factors given its
narrow range over the last year: a low of 60.8 in April, with a
high of 65.0 in May.

"The credit industry is one of those harbinger sectors," said NACM
Economist Chris Kuehl, PhD.  "Movement in the economy is heralded
by movement in credit -- positively and negatively.  In the early
days of the recession, the collapse in credit signaled what was to
come as the CMI was plunging into the 40s and 30s before the rest
of the economy really knew what had hit it.  Now there is solid
multi-month evidence of a resurging credit sector and that will
likely lead to more overall economic progress."

The index of unfavorable factors jumped to a two-year high from
51.6 to 53.0, and all but one factor improved.  "It is really hard
to overstate the significance of these readings given the place
that credit management holds in the overall economy," said
Mr. Kuehl.  A rise in rejections of credit applications from 50.8
to 52.6 indicated that while fewer credit applications were
submitted, more were accepted.  "In a nutshell, there are more
companies with good credit applying now, and that is a positive
sign for everybody," Mr. Kuehl noted.  Accounts placed for
collection improved from 50.6 to 53.9, a level not been seen in
over 21 months.  Disputes moved out of the 40s for the first time
since February, from 48.5 to 51.9, another sign that there is less
tension within the ranks of the credit department.  Dollar amount
of customer deductions also moved out of the 40s for the first
time since February to 52.5.  Filings for bankruptcies stayed
roughly the same, moving up slightly from 56.0 to 56.8.  The
declining factor was dollar amount beyond terms, which saw a big
drop from 54.1 to 50.5, suggesting that some credit departments
are cutting key customers a bit of slack and allowing more
flexibility than in the past.

"In May, the index set recent records in a host of factors leaving
only two real interpretations available: either something positive
was developing in the economy as a whole, or that something had
gone terribly wrong," said Mr. Kuehl.  "Now that May's growth
carried forward into June, it is safe to assume that the progress
noted last month was genuine and that provides some interesting
opportunities for the economy going forward."

The complete CMI report for June 2013 contains more commentary,
complete with tables and graphs.  CMI archives may also be viewed
on NACM's website.

        About The National Association of Credit Management

NACM, headquartered in Columbia, Maryland, supports more than
15,000 business credit and financial professionals worldwide with
premier industry services, tools and information.  NACM and its
network of affiliated associations are the leading resource for
credit and financial management information, education, products
and services designed to improve the management of business credit
and accounts receivable.  NACM's collective voice has influenced
federal legislative policy results concerning commercial business
and trade credit to our nation's policy makers for more than 100
years, and continues to play an active part in legislative issues
pertaining to business credit and corporate bankruptcy.  Its
annual Credit Congress is the largest gathering of credit
professionals in the world.


* Capital Restructure Group Says $2.6MM Commercial Loan Modified
----------------------------------------------------------------
Capital Restructure Group, a "Bankruptcy Specialist", and expert
in "CMBS Loan Modification" and "Commercial Loan modifications"
announced June 26 the restructuring of a $2.6 million loan
encumbering a carwash in southern California.

The firm was retained by the property owner as the lead strategist
to negotiate the commercial loan modification of a $2 million
first mortgage and a $610,000 SBA second mortgage encumbering the
property and the business assets of a carwash in Los Angeles.
Capital Restructure Group negotiated a 5 year extension of the
loan which incorporated a 32% reduction of the principal amount
due under the notes, resulting in 100% of the amount due the SBA
being waived and forgiven. In addition to the discounted principal
being re-written over a 5 year term, the personal guarantees were
also reduced meaning the client's have no deficiency exposure.

Had the deal not been struck, both the company and the individuals
would have been unable to "avoid bankruptcy".

The Bank had attempted to foreclose on its mortgage and wipe out
the business owners investment when Capital Restructure Group was
retained to negotiate the commercial loan modification in order
for the property and business owner to "avoid bankruptcy".

The firm utilized its expertise in Chapter 11 reorganizations to
negotiate with the bank by utilizing its knowledge of how the
Chapter 11 reorganization plan would restructure the bank and SBA
loans as the negotiating lever to convince the bank and SBA to
accept the discounted principal and waiver of guarantees thus
enabling the property and business owner to re-position the
company balance sheet, increase cash flow and "avoid bankruptcy".

Capital Restructure Group is an expert in "CMBS loan
modifications, commercial loan modifications", and business debt
restructures. The Company has successfully negotiated CMBS loan
modifications and commercial loan modifications with the largest
banks and financial institutions in the United States as well as
small regional banks private lenders and credit unions.

Capital Restructure Group consults to Real Estate Developers Real
Estate Investors and Business owners throughout the United States.
Its principals have restructured their own businesses and real
estate projects through Chapter 11 and bring a combined 115 years
of real estate development, investment and finance experience to
the table for their clients.

On the Net: http://www.capitalrestructuregroup.com/

The firm may be reached at:

          Craig Brown
          CAPITAL RESTRUCTURE GROUP
          31242 Monterey Street
          Laguna Beach, CA 92677
          Tel: 877-57-CAPITAL (877-572-2748)
          E-mail: capitalrestructuregroup@gmail.com


* Supreme Court to Decide on Power to Take Bankrupt's Property
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the second bankruptcy case to be decided in the
upcoming term of the U.S. Supreme Court presents the question of
whether the court has power to take property away from an
individual bankrupt as recompense for bad conduct.

According to the report, depending on how the opinion is written,
the high court could lay down law broadly affecting the powers of
federal judges, not just bankruptcy judges.  The case gives the
Supreme Court an opportunity to decide whether judges can make up
rules as they go along to accomplish seemingly just results.

The report notes that called Law v. Siegel, the case will resolve
a split among the federal courts of appeal.  The appeals court in
San Francisco ruled two years ago this month that a bankruptcy
court can take away exempt property an individual bankrupt
otherwise would be entitled to retain, to make up for losses
resulting from the bankrupt's bad behavior.  The U.S. Court of
Appeals in Denver reached the opposite conclusion in 2008 in a
case called Scrivner.

The report relates that in deciding Law, the Supreme Court might
use a microscope to look only at the federal Bankruptcy Code and
decide if a bankruptcy trustee has power to glom otherwise exempt
property.  Or, the Supreme Court might look at the case more
broadly to proclaim whether federal courts have roving equitable
powers to bring about a just result when someone's actions are
sufficiently egregious.  The case deals with Section 105(a) of the
U.S. Bankruptcy Code giving power to "issue any order" necessary
"to carry out the provisions" of bankruptcy law.  Known as the All
Writs Act, Section 105 has counterparts that can be employed by
federal district courts in non-bankruptcy cases.

The report says that in May 2012 the Supreme Court handed down
RadLAX Gateway Hotel LLC v. Amalgamated Bank, a decision in a
bankruptcy case based on the principle that a court cannot use a
general power in a statute to override a specific provision.  In
the context of the Law case, RadLAX could be interpreted to mean
that a general provision like the All Writs Act can't be used to
void an individual's specific right to retain exempt property.

The report relays that the question of whether a judge has broad
powers to reach a seeming fair result is especially important in
bankruptcy where equity has long been held the overarching
principle.  The Law case will test the mettle of the justices of
the Supreme Court because the bankrupt concocted a fraudulent
mortgage to shield more value in his home than he would have been
permitted to retain under the state's exemptions.  As a
consequence, the bankruptcy trustee was put to great expense.

The report says that the bankruptcy judge allowed the trustee to
take otherwise exempted value from the home to recover his
expenses.  If the justices decide there was no power to override
exemptions, they will seemingly allow someone in bankruptcy to
profit from bad acts.  In that regard, Law invokes the adage that
"hard cases" can make "bad law."  In bankruptcy parlance, exempt
property is assets owned by an individual bankrupt immune from
claims of creditors under state or federal law.  Exempt property
includes some or all of a person's home or car, clothing, kitchen
utensils, and tools used in business.  In Law's case, the
bankruptcy court took away the exempt value of his home.

The report states that if the Supreme Court uses Law to prohibit
use of seeming worthy methods to reach results not otherwise
allowed in the Bankruptcy Code, the effect could be far reaching.
For example, bankruptcy courts are allowing creditors' committees
to negotiate settlements where secured lenders pay money into
trusts exclusively for unsecured creditors, disregarding rules on
the order in which property is distributed.

The report discloses that the use of so called gifts by secured
lenders in favor of unsecured creditors could be curtailed
depending on how the Law decision is written.  The other
bankruptcy case to be decided next year by the Supreme Court,
named Executive Benefits v. Arkison, deals with limits on powers
of bankruptcy judges on issues involving state law.

The Law case in the Supreme Court is Law v. Siegel, 12- 5196, U.S.
Supreme Court (Washington).


* BOOK REVIEW: Land Use Policy in the United States
---------------------------------------------------
Author: Howard W. Ottoson
Publisher: Beard Books
Paperback: US$34.95
Review by Gail Owens Hoelscher
Order your personal copy today and one for a colleague at
http://is.gd/tiz2N3

In 1962, marking the 100th anniversary of the signing of the
Homestead Act by President Lincoln, 20 nationally recognized
economists, historians, a political scientist, and a geographer
presented papers at the Homestead Centennial Symposium at the
University of Nebraska. Their task was to appraise the course
that United States land policy had taken since independence. The
resulting papers are presented in this book, grouped into five
major areas: historical background; social factors influencing
U.S. land policy; past, present and future demands for lands in
the U.S.; control of land resources; and implications for future
land policy.

This book begins with a summary of the Homestead Act, its
antecedents, the arguments of its supporters and detractors, and
its intent versus implementation. The Act offered a quarter
section (160 acres) of public land in the West to citizens and
intended citizens for a $14 filing fee and an agreement to live
on the land for five years. The program ended in 1935.

Advocates claimed that frontier lad had no value to the
government until it was developed and began generating tax
revenue. Opponents feared the Act would lower land valued in the
East and pushed for government sale of the land. In practice,
states, territories, railroads and investors were able to set
aside more land than was eventually handed over to the
homesteaders.

One paper deals with land policy before 1862. From the start,
the U.S. required that "all grants of land by the federal
government should embody a description of the land not merely in
quality, but in place as defined by relation to an actual
survey." This policy avoided countless boundary disputes so
vexing to other countries.

Perhaps most interesting are the social history chapters:
Czechoslovakians pushing wheelbarrows across Nebraska,
"Daughters and Sons of the Revolution.(living) next
to.Mennonites," and "an illiterate.neighborly with a Greek and a
Hebrew scholar from a colony of Russian Jews." Mail-order
brides, "defectors from civilization," the importance of the
Mason jar, the Jeffersonian dream of a nation of agrarian
freeholders, and Santayana's observation that the typical
American skitters between visionary idealism and crass
materialism, all make for fascinating reading.

The land-use policy problems discussed certainly haven't been
solved today. And, although land use conflicts in the U.S.
haven't always been resolved equitably, "the big step forward
taken by the United States during the last one hundred and fifty
years in the age-long struggle of man towards the ideals of
mutuality and equity has been the working out of a system
wherein the sovereign superior who prescribes the working-rules
for land use and decision making have become, himself, a
collective of the citizenry."

A chapter is devoted to the arguments between the family farm ad
the "sentiment against concentration of wealth in the hands of a
few." The discussion of the Land Grant college system and its
contribution to international development closes with a quote
from Chester Bowles:

"Can we, now the richest people on earth, become creative
participants in the unprecedented revolutionary changes of our
era, changes that the most privileged people will oppose tooth
and nail, but which for the bulk of mankind offer the hopeful
prospect of a little more food, a little more opportunity, a
doctor for their sick child, and sense of personal dignity?"


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez,
Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl
Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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