TCR_Public/130703.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, July 3, 2013, Vol. 17, No. 182

                            Headlines

1250 OCEANSIDE: Hokuli'a Developer Gets More Time for Plan
99C ONLY: Delayed 10K Report Filing No Impact on Moody's B2 CFR
ADARES REALTY: Case Summary & 4 Unsecured Creditors
ADVANCED INTERACTIVE: Cubic Buys Assets Through Bankruptcy Auction
AFFIRMATIVE INSURANCE: Gets Forbearance Extension Until Aug. 15

AHMED & AFSANA: Case Summary & 8 Unsecured Creditors
ASARCO LLC: Court Won't Dismiss Contribution Claims v. Noranda
BOART LONGYEAR: Moody's Lowers Sr. Unsecured Note Rating to B1
BURCON NUTRASCIENCE: Incurs C$5.5-Mil. Net Loss in Fiscal 2013
CANYON SUPPLY: Suit Against McDermott Goes Back to State Court

CAPITAL BANCORP: Disclosure Statement Preliminarily Approved
CENGAGE LEARNING: Files Voluntary "Pre-Arranged" Ch. 11 Petition
CENGAGE LEARNING: Case Summary & 30 Largest Unsecured Creditors
CHERB LLC: Case Summary & 20 Largest Unsecured Creditors
CODA HOLDINGS: Committee Wins Approval to Hire Attorneys

CODA HOLDINGS: Aug. 6 Set as Claims Bar Date
CODA HOLDINGS: May Employ White & Case as Special Counsel
CODA HOLDINGS: Files Schedules of Assets and Liabilities
COLDWATER PORTFOLIO: Files Schedules of Assets and Liabilities
CORELOGIC INC: Moody's Affirms 'Ba2' CFR; Outlook Stable

CORELOGIC INC: S&P Affirms 'BB' CCR on Acquisition Announcement
DENVER CITY: S&P Corrects Rating on Revenue Bonds to 'B'
DPS CONVERTING: Case Summary & 20 Largest Unsecured Creditors
EASTMAN KODAK: Seeks Voting Extension for Ch. 11 Plan
EC CLOSING: Case Summary & 30 Largest Unsecured Creditors

EL JOHNS AND CO: Case Summary & 14 Unsecured Creditors
ENERGY CONVERSION: Credit Suisse Sued Over Share Acquisition
EXIDE TECHNOLOGIES: Files List of Top Unsecured Creditors
FQM (AKUBRA): S&P Affirms 'B+' CCR After First Quantum Deal
GENERAL MOTORS: Court Clears Deal on New York Superfund Site

GILBERT HOLDINGS: Updated Case Summary & Creditors' Lists
GMX RESOURCES: Wants 2 Creditors' Committee Members Out
GMX RESOURCES: Committee's Counsel Replaced
GREEN STAR: Dist. Court Won't Vacate Case Dismissal Order
HANDY HARDWARE: Plan Exclusivity Period Extended Until Aug. 9

HAYDEL PROPERTIES: Court Approves Plan Outline, Changes
HINTO ENERGY: Incurs $180K Net Loss in First Quarter
ICP STRATEGIC: Chapter 15 Case Summary
IGPS COMPANY: Auction Plan Gets Nod, But Judge Wary Of Price
IKARIA ACQUISITION: Moody's Keeps CFR Over New Refinancing Terms

IN THE PLAY: Aug. 8 Hearing on Trustee and Case Conversion Bid
IN THE PLAY: Taps Edward Gavin as CRO and to Assist in 363 Sale
IN THE PLAY: Taps Stradley Ronon as Special IP Counsel
IN THE PLAY: Hearing Today on Bid to Hire Morris James as Counsel
IN THE PLAY: Sec. 341 Meeting of Creditors on July 11

INDYMAC BANCORP: Execs Can't Tap $80MM D&O Coverage, Circ. Ct Told
INTERLINE BRANDS: Poor Performance Cues Moody's to Cut CFR to B3
JEFFERSON COUNTY, AL: Files Plan to End Bankruptcy, Adjust Debt
JEH COMPANY: Hearing on Bid to Use Cash Collateral on Aug. 7
KAHN FAMILY: Wins Approval to Hire Levy Law Firm

KELLY INC: Case Summary & 20 Largest Unsecured Creditors
KIT DIGITAL: Insurers to Pay $6M to Resolve Securities Suits
LAKE PLEASANT: No Unsecured Creditors Who Are Not Insiders
LAKELAND INDUSTRIES: Completes AloStar Financing Transactions
LANDSLIDE HOLDINGS: S&P Raises Rating on $225MM Loan to 'BB-'

LDG CONVOY: Case Summary & 9 Unsecured Creditors
LEHMAN BROTHERS: European Unit Pays GBP3.5-Bil. More to Creditors
LEHMAN BROTHERS: Wants Estimation for 26 Indemnification Claims
LEHMAN BROTHERS: Trustee Settles Luxembourg Units' $13-Bil. Claims
LEHMAN BROTHERS: Trustee Seeks to Settle LB Securities' Claim

LEHMAN BROTHERS: 43rd Status Report on Claims Settlement
LEHMAN BROTHERS: LBI Trustee Proposes Schick as Special Counsel
LIFE UNIFORM: Can Employ Klehr Harrison as Counsel
LIFE UNIFORM: Wins OK to Employ Capstone's Rob Frezza as CRO
LIFE UNIFORM: Can Hire Epiq Bankruptcy as Administrative Agent

LLS AMERICA: Marie Rice Declaration Inadmissible
MAKENA GREAT AMERICAN: Has Access to Cash Collateral Until July 9
MASHANTUCKET PEQUOT: Reaches Debt Deal for Foxwoods Resort
MERCANTILE BANCORP: Draws Flak With $22-Mil. Sale Plan
MERCANTILE BANCORP: Case Summary & 7 Unsecured Creditors

MFM DELAWARE: 5-Member Creditors Committee Named
MORRIS BROWN: Reaches Deal For Developer To Take Over Stadium
NORTH LAS VEGAS: Fitch Cuts $136.57MM LTGO Bond Rating to 'BB+
O&G LEASING: First Security Wants U.S. Bank as New Plan Trustee
ORCHARD SUPPLY: Great American Handling GOB Sales at 8 Outlets

OXBOW CARBON: Moody's Assigns Ba3, B2 Ratings to New Term Loans
OXBOW CARBON: S&P Affirms 'BB' CCR & Revises Outlook to Negative
PATRIOT COAL: Ongoing Talks with UMWA Make Progress
PFAU & PFAU: Ashurst Land Suit v. Rancho Mountain Dismissed
PGA FLYOVER: Court Approves Bid to Abate Discovery

PLATINUM PROPERTIES: Seeks to Sell Maple Knoll Property
POLAROID CORP: Ritchie Capital Can't Bypass Dist. Court in Appeal
PRM FAMILY: Sec. 341 Creditors' Meeting on July 9
PURE BEAUTY: Court Dismisses Chapter 11 Case
QUECHAN INDIAN: Fitch Rates $30 Million TED Bonds at 'B/RR3'

RAM OF EASTERN N.C.: Disclosures Approved, Plan Hearing Sept. 5
READER'S DIGEST: Reorganization Plan Confirmed
RESIDENTIAL CAPITAL: Opposes Credit Unions' $200-Mil. Claims
RESIDENTIAL CAPITAL: Inks Deal to Replace FRB Foreclosure Review
RESIDENTIAL CAPITAL: Noteholders Say $1.8B Claim Must Be Allowed

ROTECH HEALTHCARE: IHS at Jefferson Hospital Files Schedules
ROTECH HEALTHCARE: Zeta Home Health Care Files Schedules
SAND SPRING: July 16 Hearing on Adequacy of Disclosure Statement
SBM CERTIFICATE: Proceeds to Chapter 7 Liquidation
SCOTTSDALE VENETIAN: Can Use Cash Collateral Until July 31

SPOKANE ASPHALT: Voluntary Chapter 11 Case Summary
ST-ERICSSON: Incurs $2.1-Billion Net Loss in 2012
STOCKTON, CA: Taxpayers Want Bigger Role in Bankruptcy Case
SUMMIT III: Asks Court to Convert Case to Chapter 7
SUNTECH POWER: Strikes Another Deal with Bondholders

THELEN LLP: Trustee Settles With Ex-Partners Over Unfinished Biz
TOUSA INC: Plan Disclosures Approved Over U.S. Trustee's Objection
UNIFIED 2020: Files List of Top Unsecured Creditors
UNIVERSAL HEALTH: Trustee Proposes Genovese as Special Counsel
UPH HOLDINGS: 5-Member Creditors Committee Formed

VALENCE TECHNOLOGY: Battery Maker Rejects Purchase Offer
VANDERRA RESOURCES: Wins Confirmation of Liquidation Plan
VILLAGE AT NIPOMO: Seeks Cash Use, Turnover of Shopping Mall
WYSTERIA LLC: Court Dismisses Chapter 11 Case
YARWAY CORP: Files Schedules of Assets and Liabilities

YARWAY CORP: PI Committee Has Authority to Retain Counsel, et al.

* Fitch: No Ratings Impact from Citigroup Deal With Fannie Mae
* S&P Applies Revised Insurance Criteria to 13 Insurance Groups

* Andrews Myers Opens New Office in Austin, Texas
* Holland & Knight Opens Dallas Office
* Morrison & Foerster Named to The American Lawyer's A-List
* Monica L. Holland to Join Davis Polk's Credit Group

* Upcoming Meetings, Conferences and Seminars

                            *********

1250 OCEANSIDE: Hokuli'a Developer Gets More Time for Plan
----------------------------------------------------------
Marie Beaudette and Patrick Fitzgerald writing for Dow Jones' DBR
Small Cap reports that a bankruptcy judge granted the developer of
the stalled Hokuli'a luxury neighborhood on Hawaii's Big Island an
extension to file a reorganization plan as it resumes talks with
creditors about restructuring more than $600 million in debt.

As reported in the June 19 edition of the TCR, the Debtors asked
the Bankruptcy Court to extend their exclusive periods to file a
proposed Chapter 11 Plan until Nov. 4, 2013, and to solicit
acceptances for that Plan until Jan. 2, 2014, respectively.

The Debtors said they need more time to negotiate with secured
creditors regarding treatment of claims and a plan of
reorganization.  Without the extension, the exclusivity period
will end on July 5.

                   About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine LLC, and Pacific Star Company
LLC, owners of the 1,800-acre Hokuli'a luxury real estate
development near Kona on the island of Hawaii, sought Chapter 11
protection (Bankr. D. Hawaii Lead Case No. 13-00353) on March 6,
2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were part
of his development "empire", which included developments in
Hawaii, Arizona, New Mexico and Scotland.  The secured lender,
Bank of Scotland, declared a default and obtained control of the
Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront on
the Kona coast, stopped after the developers were declared in
default under the loan.  Oceanside and Front Nine own most of the
land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as "Keopuka",
near Hokuli'a.  The Hokuli'a was to have 730 residential units, an
18-hole golf course, club and other amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.

Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D. Stucki,
Esq., at Klevansky Piper, LLP, represent the Debtor in its
restructuring effort.  They replace the law firm of Gelber, Gelber
& Ingersoll as general counsel.

No creditors Committee has been appointed.


99C ONLY: Delayed 10K Report Filing No Impact on Moody's B2 CFR
---------------------------------------------------------------
Moody's Investor's Service stated that 99c Only Stores' recent
announcement that it has identified potential accumulated
overstatements in inventory and was unable to file its Annual
Report on Form 10-K on or before its due date has no impact on the
company's B2 Corporate Family Rating or stable ratings outlook.

The principal methodology used in this rating was the Global
Retail Industry Methodology published in June 2011.

99c Only Stores is a regional dollar store chain with 322 stores
located in California, Arizona, Nevada, and Texas. Revenues are
about $1.7 billion. 99c Only Stores is currently 84% owned by Ares
Management and Canada Pension Plan Investment Board. The remaining
16% is owned by management and members of the founder's family.


ADARES REALTY: Case Summary & 4 Unsecured Creditors
---------------------------------------------------
Debtor: Adares Realty Corp.
        139 Ave Roossevelt
        San Juan, PR 00918

Bankruptcy Case No.: 13-05217

Chapter 11 Petition Date: June 26, 2013

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

Judge: Mildred Caban Flores

Debtor's Counsel: Antonio I Hernandez Santiago, Esq.
                  ANTONIO I HERNANDEZ SANTIAGO LAW OFFICE
                  P.O. Box 8509
                  San Juan, PR 00910-0509
                  Tel: (787) 250-0575
                  E-mail: ahernandezlaw@yahoo.com

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

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

A copy of the Company's list of its four unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/prb13-5217.pdf

The petition was signed by Eduardo Silva Garcia, president.


ADVANCED INTERACTIVE: Cubic Buys Assets Through Bankruptcy Auction
------------------------------------------------------------------
Cubic Defense Applications, a Defense Systems business unit of
Cubic Corporation, on July 2 disclosed that it has acquired
certain assets and foreign subsidiaries of Advanced Interactive
Systems (AIS) through a bankruptcy auction.  AIS is a supplier of
live fire specialized range facilities, virtual simulation
products, and engineering design and project management services
for counter-terrorism, law enforcement, and traditional military
forces worldwide.

AIS's virtual simulation products, PRISim, addresses basic
marksmanship, judgmental evaluation and "shoot don't shoot"
technologies that incorporate a wide range of customizable virtual
simulation scenarios for use in classrooms or indoor live fire
ranges.  Additionally, AIS technology includes QuickRange, a
customizable and modular solution for live fire and virtual
training ranges.  Internationally, the company's design,
construction and support capabilities are aimed at highly
realistic and reusable live-fire law enforcement and counter-
terrorism training.

"This acquisition diversifies our product offering and capitalizes
on our existing international marketing channels," said Dave
Schmitz, president of Cubic Defense Systems, Inc.  "AIS's world
class products will help Cubic expand its training footprint to
target larger facility projects overseas and expand our product
offerings for U.S. and Federal law enforcement."

The company has operations in the United States, United Kingdom,
Singapore and United Arab Emirates. The company's largest customer
base is concentrated in Asia Pacific and the Middle East.

                     About Cubic Corporation

Cubic Corporation -- http://www.cubic.com-- is the parent company
of three major business segments: Defense Systems, Mission Support
Services and Transportation Systems.  Cubic Defense Systems is a
leading provider of realistic combat training systems, cyber
technologies, asset tracking solutions, and defense electronics.
Mission Support Services is a leading provider of training,
operations, maintenance, technical and other support services to
the U.S. and allied nations.  Cubic Transportation Systems is the
world's leading provider of automated fare collection systems and
services for public transit authorities.

                About Advanced Interactive Systems

Seattle-based Advanced Interactive Systems Inc. designed and built
simulators for the military and police.  The simulators provide
training in the use of weapons combating terrorism or crime.  AIS
had revenue of $14.7 million in 2011, declining to $7.2 million in
2012.

Advanced Interactive halted operations and filed a Chapter 7
petition (Bankr. D. Del. Case No. 13-10517) on March 14, 2013.
The Debtor is represented by Jason M. Madron, Esq., at Richards,
Layton & Finger, P.A.

Advanced Interactive disclosed assets of $24.2 million and
liabilities totaling $72.7 million, including $21.6 million in
secured debt.  From the secured debt, $21 million is owing to
Kayne Anderson Mezzanine Advisors LP.

The bankruptcy trustee has a court-approved settlement with Kayne
Anderson where some sale proceeds will go to unsecured creditors.


AFFIRMATIVE INSURANCE: Gets Forbearance Extension Until Aug. 15
---------------------------------------------------------------
The lenders under Affirmative Insurance Holdings, Inc.'s credit
agreement dated as of Jan. 31, 2007, has extended the period
during which they will temporarily forbear from exercising their
rights and remedies under the Facility until the earlier of
Aug. 15, 2013, or the occurrence of a further event of default
under the Facility.

Affirmative Insurance was not in compliance with the leverage and
interest coverage ratio covenants under the Facility as of
March 31, 2013, and the required lenders for the Facility had
previously agreed to temporarily forbear from exercising their
rights and remedies under the Facility with respect to that non-
compliance until the earlier of June 30, 2013.

A copy of the Second Amendment to the Forbearance Agreement is
available for free at http://is.gd/L85So3

                    About Affirmative Insurance

Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a
distributor and producer of non-standard personal automobile
insurance policies for individual consumers in targeted geographic
markets.  Non-standard personal automobile insurance policies
provide coverage to drivers who find it difficult to obtain
insurance from standard automobile insurance companies due to
their lack of prior insurance, age, driving record, limited
financial resources or other factors.  Non-standard personal
automobile insurance policies generally require higher premiums
than standard automobile insurance policies for comparable
coverage.

For the nine months ended Sept. 30, 2012, the Company had a net
loss of $43.6 million, compared with a net loss of $17.4 million
for the same period of 2012.  The Company's balance sheet
at March 31, 2013, showed $392.86 million in total assets, $532.41
million in total liabilities and a $139.55 million total
stockholders' deficit.


AHMED & AFSANA: Case Summary & 8 Unsecured Creditors
----------------------------------------------------
Debtor: Ahmed & Afsana Investment, Inc.
        8312 NW 102nd Street
        Oklahoma City, OK 73162

Bankruptcy Case No.: 13-72243

Chapter 11 Petition Date: June 26, 2013

Court: United States Bankruptcy Court
       Western District of Arkansas (El Dorado)

Judge: James G. Mixon

Debtor's Counsel: Stephen T. Arnold, Esq.
                  210 N. State Line Avenue, Ste. 501
                  Texarkana, AR 71854
                  Tel: (870) 772-1834
                  Fax: (870) 216-2081
                  E-mail: stephentarnold@arnoldandarnoldlaw.com

Scheduled Assets: $1,700,000

Scheduled Liabilities: $1,739,984

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/arwb13-72243.pdf

The petition was signed by Mohammod Farooq, attorney-in-fact.


ASARCO LLC: Court Won't Dismiss Contribution Claims v. Noranda
--------------------------------------------------------------
In the case, ASARCO LLC, a Delaware limited liability company,
Plaintiff, v. XSTRATA PLC, a UK corporation, Defendant, Case No.
2:12-CV-527-TC (D. Utah), Asarco LLC seeks reimbursement of
environmental remediation costs it incurred to clean up hazardous
waste at a former mining site in Utah.  Although Asarco attributes
the hazardous waste to Noranda Mining Inc.'s disposal activities,
its current complaint seeks reimbursement from defendant Xstrata
PLC and alleges that Xstrata is the successor to Noranda Mining's
liabilities.

Xstrata moves to dismiss on two grounds.  First, Xstrata asserts
that it is not a proper party defendant because it is not the
successor to Noranda Mining, which is actually a separate, viable
corporate entity.  Second, Xstrata contends that even if it was
properly named, CERCLA's three-year statute of limitations bars
Asarco's claim.

In response, Asarco filed a motion for leave to amend its
complaint.  Asarco admits that it mistakenly named Xstrata.  It
asks the court for leave to replace Xstrata with Noranda Mining
Inc. and to find that the amendment relates back to the date of
the original complaint because, according to Asarco, Noranda
Mining is so closely linked to Xstrata that Noranda Mining had
timely constructive, if not actual, notice of the suit.  Asarco
also addresses Xstrata's statute of limitations argument,
contending that substituting Noranda Mining as the defendant would
not be futile because the statute of limitations had not expired
when Asarco filed its complaint.

In a June 14, 2013 Order and Memorandum Decision available at
http://is.gd/lb25I5from Leagle.com, District Judge Tena Campbell
holds that (1) Asarco has established that Noranda Mining had
constructive notice of the suit; and (2) Asarco's contribution
claim is not barred by the CERCLA statute of limitations.
Accordingly, the court denies Xstrata's motion to dismiss and
grants Asarco's motion for leave to amend substituting Xstrata
with Noranda Mining.

Asarco is represented by Gregory Evans, Esq., James G. Warren,
Esq., Tanya Guerrero, Esq., and William R. Pletcher, Esq., at
Integer Law Corporation; and Steven J. Christiansen, Esq.,
Cheylynn Hayman, Esq., and David C. Reymann, Esq. --
schristiansen@parrbrown.com, chayman@parrbrown.com and
dreymann@parrbrown.com -- at Parr Brown Gee & Loveless.

Xstrata is represented by John D. Fognani, Esq., and Paul G.
Buchmann, Esq. -- jfognani@fognanilaw.com -- at Fognani & Faught
PLLC; and Phillip Wm. Lear, Esq. -- phillip.lear@learlaw.com -- at
Lear & Lear LLP.

                         About Asarco LLC

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/--
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.

ASARCO LLC filed for Chapter 11 protection (Bankr. S.D. Tex. Case
No. 05-21207) on Aug. 9, 2005.  Attorneys at Baker Botts
L.L.P., and Jordan, Hyden, Womble & Culbreth, P.C., represented
the Debtor in its restructuring efforts.

On Dec. 9, 2009, Asarco Incorporated and Americas Mining
Corporation's Seventh Amended Plan of Reorganization for the
Debtors became effective and the ASARCO Asbestos Personal Injury
Settlement Trust was created and funded with nearly $1 billion in
assets, including more than $650 million in cash plus a $280
million secured note from Reorganized ASARCO.  The Plan, which was
confirmed both by the bankruptcy and district courts, reintegrated
ASARCO LLC back to parent Grupo Mexico concluding the four-year
Chapter 11 proceeding.


BOART LONGYEAR: Moody's Lowers Sr. Unsecured Note Rating to B1
--------------------------------------------------------------
Moody's Investors Services downgraded the Corporate Family Rating
and Probability of Default ratings of Boart Longyear Limited to
Ba3 and Ba3-PD from Ba2 and Ba2-PD respectively. At the same time
Moody's downgraded the senior unsecured note rating for Boart
Longyear Management Pty Limited to B1 from Ba2. The rating outlook
is negative.

Downgrades:

Issuer: Boart Longyear Limited

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

Corporate Family Rating, Downgraded to Ba3 from Ba2

Issuer: Boart Longyear Management Pty Limited

Senior Unsecured Regular Bond/Debenture Apr 1, 2021, Downgraded
to B1, LGD5, 73% from Ba2, LGD4, 54%

Outlook Actions:

Issuer: Boart Longyear Limited

Outlook, Changed To Negative From Stable

Issuer: Boart Longyear Management Pty Limited

Outlook, Changed To Negative From Stable

Ratings Rationale:

The downgrade in the Corporate Family Rating reflects a
significant shift to the downside in the company's core business
evidenced by the pull back in exploration and drilling
expenditures as well as new capital investment by Boart's
principal end user market -- the mining industry. This is a result
of the downward trend through 2012 and recent precipitous drop in
metal prices, particularly for gold and copper. These metals
account for roughly 45% and 23% of Boart's revenues respectively.

Boart's Ba3 corporate family rating recognizes the company's
position as a leading global supplier of drilling services and
complementary drilling products, principally to the mineral mining
industry but also to the environmental and infrastructure end
markets. While the company provides drilling services for a number
of metals, gold remains the largest exposure, accounting for
approximately 45% of drilling services revenue in 2012, with
copper, nickel and iron ore also being important.

The rating considers that drill rig utilization continues to
decline with the company anticipating an approximate 15%-20% drop
in 2013 from 2012 levels while pricing in the products segment is
expected to remain flat with 2012 levels. Given current run rates
and outlook, 2014 could be weaker than 2013, which evidenced an
acceptable start to the year. Debt protection metrics weakened in
2012 with EBIT/interest contracting to 4.3x and leverage, as
measured by the adjusted debt/EBITDA ratio increasing to 2.6x.
Given current guidance, these metrics are expected to weaken
further in 2013 to approximately 1.6x and 4.3x respectively with
further risk to the downside given the ongoing downward slide in
metal prices and likely further rationalization by the mining
industry on expenditure levels over the next twelve months at a
minimum.

However, the rating contemplates that the company will be able to
achieve cost savings to mitigate a portion of the negative impact
on performance from pull back in drilling activity with its
implementation of announced cost reductions, including work force
reductions, and rationalization of planned CAPEX. The rating also
anticipates that working capital conversion, as high inventory
levels at year-end 2012 are liquidated, will contribute to
reductions in borrowings under the company's revolving credit
facility toward the end of 2013.

Other rating considerations include the company's relatively small
size, and its need to invest in drilling equipment and inventory
in more robust market conditions.

The downgrade in the senior unsecured note rating to B1 from Ba2
reflects the weaker position of this debt instrument in the
company's capital structure under Moody's Loss Given Default
Methodology. Boart's $450 million revolving credit facility has
been amended to provide security in all material assets, thereby
weakening the position of the notes in the liability waterfall.

The negative outlook reflects Moody's expectation that headwinds
continue to exist with respect to end markets served and that
exploration and development activity in the mining industry as
well as new mine development will remain subdued over the next
twelve to eighteen months given the current volatility in prices
and slowing global economic indicators. The outlook also
anticipates that 2014 performance will likely be below that of
2013 as the current weak market conditions have a more material
impact on full year 2014. In addition, Moody's expects that new
mine development will continue to be slowed by increasing
political, environmental, and local community issues.

Given the weakness expected in Boart's key markets over the next
twelve to eighteen months, a rating upgrade is unlikely. The
outlook could be stabilized should the company reduce debt such
that debt/EBITDA remains in the 3.5x range and business conditions
in the markets served stabilize.

Downward pressure could result should the company should adjusted
debt-to-EBITDA be sustained at 4.0x or greater, or free cash flow
to debt is sustained at 8% or less.

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

Headquartered in South Jordan, Utah, Boart Longyear is
incorporated in Australia and listed on the Australian Securities
Exchange Limited. The company provides drilling services, and
complimentary drilling products and equipment principally for the
mining and metals industries. Revenues for the year ended December
31, 2012 were $2 billion. Analysts current revenue forecasts for
2013 range between approximately $1.35 billion and $1.56 billion
and the company has indicated these expectations could be at the
high end.


BURCON NUTRASCIENCE: Incurs C$5.5-Mil. Net Loss in Fiscal 2013
--------------------------------------------------------------
Burcon NutraScience Corporation filed on June 26, 2013, its annual
report on Form 40-F for the fiscal year ended March 31, 2013.

PricewaterhouseCoopers LLP, in Vancouver, Canada, noted in their
audit report, "Without qualifying our opinion, we draw attention
to note 1 in the consolidated financial statements which discloses
matters and conditions that indicate the existence of a material
uncertainty that casts substantial doubt about Burcon NutraScience
Corporation's ability to continue as a going concern."

Note 1 states: "As at March 31, 2013, the Company had only minimal
revenues from its technology, had an accumulated deficit of
C$58,439,419 and had relied on equity financings, private
placements, rights offerings and other equity transactions to
provide the financing necessary to undertake its research and
development activities.  At March 31, 2013, the Company had cash
and cash equivalents of C$4,602,520 and short-term investments of
C$2,085,746.  These conditions indicate existence of a material
uncertainty that casts substantial doubt about the ability of the
Company to meet its obligations as they become due and,
accordingly, its ability to continue as a going concern."

The Company reported a net loss of C$5.5 million on C$30,309 of
revenue for the fiscal year ended March 31, 2013, compared with a
net loss of C$6.0 million on C$0 revenue for the fiscal year ended
March 31, 2012.

The Company's balance sheet at March 31, 2013, showed
C$10.5 million in total assets, C$768,480 in total liabilities,
and stockholders' equity of C$9.7 million.

A copy of the Form 20-F is available at http://is.gd/36h53I

Since 1999, Burcon NutraScience Corporation has developed a
portfolio of composition, application, and process patents
originating from its core protein extraction and purification
technology.  Its patented processes utilize inexpensive oilseed
meals and other plant-based sources for the production of purified
plant proteins that exhibit certain nutritional, functional and
nutraceutical profiles.  Its products include CLARISOY(TM), a soy
protein which offers clarity and complete nutrition for low pH
systems; Peazazz(R) pea protein which is uniquely soluble with
clean flavour characteristics; and Puratein(R), Supertein(TM) and
Nutratein(R), three canola protein isolates with unique functional
and nutritional attributes.


CANYON SUPPLY: Suit Against McDermott Goes Back to State Court
--------------------------------------------------------------
District Judge Nelva Gonzales Ramos in Corpus Christi, Texas,
remanded to the County Court at Law No. 1, Nueces County Texas,
the lawsuit, CANYON SUPPLY & LOGISTICS, LLC v. McDERMOTT, INC.
Civil Action No. 2:13-CV-89 (S.D. Tex.).

Canyon Supply & Logistics, L.L.C., filed the motion to remand or,
alternatively, motion to refer the removed civil action to the
United States Bankruptcy Court.

Canyon entered into a contract with McDermott for the purchase of
a multi-million dollar commercial property.  When the closing was
delayed and ultimately did not take place as planned, Canyon filed
for Chapter 11 relief, in an apparent effort to salvage the
transaction. However, the Bankruptcy Judge issued an order holding
the real estate purchase contract "rejected" as an executory
contract when Canyon, as Debtor-in-Possession, failed to supply
the court-ordered assurances that it could perform the contract
and protect McDermott's rights until the sale could be completed.

Canyon brought suit in the County Court at Law No. 1, Nueces
County, Texas on February 28, 2013, alleging a number of state-law
claims related to the Defendants' conduct that allegedly impaired
or prevented the closing of the transaction.  Canyon has filed a
lis pendens and seeks recovery of the property as well as
compensatory damages, punitive damages, attorney's fees, pre- and
post-judgment interest, costs, and general relief.

McDermott filed a general denial in state court and timely removed
the lawsuit on March 28, 2013.  As the individual Defendants do
not appear to have been served and joined, their consent is not
required.

A copy of the District Court's June 24, 2013 Order is available at
http://is.gd/8xJlV2from Leagle.com.

Canyon Supply & Logistics, LLC, is represented by Shelby A.
Jordan, Esq. -- sjordan@jhwclaw.com -- at Jordan, Hyden, Womble,
Culbreth & Holzer.

McDermott, Inc., is represented by Ronald A. Simank, Esq., at
Schauer & Simank; and Innes A. Mackillop, Esq. --
imackillop@wmglegal.com -- at White Mackillop Gallant, P.C.

                         About Canyon Port

Canyon Port Holdings, fka as Canyon Supply and Logistics, filed
for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Case No.
12-20314) on June 10, 2012.  U.S. Bankruptcy Judge Richard S.
Schmidt presides over the case.  Richard L. Fuqua II, Esq., at
Fuqua & Associates PC, represents the Debtor as counsel.


CAPITAL BANCORP: Disclosure Statement Preliminarily Approved
------------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court granted
preliminary approval to Capitol Bancorp's Amended Disclosure
Statement related to the Company's Joint Liquidating Plan.

According to documents filed with the Court, "Capitol's subsidiary
banks need additional capital and unless the Plan is confirmed it
is unlikely that Capitol will be able to raise sufficient capital
required to keep its subsidiary banks from falling into the
critically-undercapitalized category. Unless the Plan is
confirmed, Capitol does not expect that it will have, or have
access to, sufficient capital to capitalize its subsidiary banks
and such banks may be in jeopardy of receivership by the
FDIC....The Debtors recommend the Plan because it provides for a
greater possibility of a distribution to the holders of Claims and
Interests than would otherwise result in a liquidation under
chapter 7 of the Bankruptcy Code. In addition, any alternative
other than Confirmation of the Plan could result in extensive
delays, increased risk of intervention by the FDIC and increased
administrative expenses resulting in smaller distributions to the
holders of Claims."

The Court scheduled a September 25, 2013 hearing to consider final
approval of the Disclosure Statement and concurrent confirmation
of the Plan.

                       About Capitol Bancorp

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

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

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

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

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

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


CENGAGE LEARNING: Files Voluntary "Pre-Arranged" Ch. 11 Petition
----------------------------------------------------------------
Cengage Learning, Inc. on July 2 disclosed that an agreement with
certain of its lenders to restructure its balance sheet and
significantly reduce its approximately $5.8 billion of outstanding
debt to better position the Company for long-term growth and
profitability.  In order to implement the financial restructuring,
Cengage Learning and all of its domestic wholly-owned subsidiaries
have filed voluntary petitions for reorganization under Chapter 11
of the Bankruptcy Code in the Bankruptcy Court for the Eastern
District of New York.

In conjunction with the Chapter 11 filing, Cengage Learning
entered into a restructuring support agreement with an ad hoc
committee of first lien lenders who hold approximately $2 billion
of the Company's first lien debt.  In this agreement, the lenders
committed to support a restructuring transaction that will
eliminate more than $4 billion in debt from Cengage Learning's
balance sheet and position the Company to implement management's
strategic business plan.

Cengage Learning maintains substantial cash balances and expects
to generate positive cash flow, and therefore does not need nor
intend to obtain debtor-in-possession (DIP) financing.  In
addition, the Company has reached an agreement with its secured
lenders that permits it to continue to use cash flow from
operations to continue to fund the business and meet obligations
in the normal course during the restructuring process.

Michael Hansen, Chief Executive Officer of Cengage Learning, said,
"The decisive actions we are taking today will reduce our debt and
improve our capital structure to support our long-term business
strategy of transitioning from traditional print models to digital
educational and research materials.  Cengage Learning began an
operational transformation six months ago under the leadership of
our new senior management team, which is executing bold plans to
enhance our customer relationships and introduce innovative
digital and print products and solutions to meet our customers'
evolving needs.

"A more appropriately-sized capital structure, along with our
established product lines, leading market positions and strong
customer relationships, will position us well to accelerate our
growth and take advantage of business opportunities in the
education and research space.  We are grateful for the support of
our key financial stakeholders for our business plan and
restructuring.  We will continue normal business operations, with
no expected disruptions to our relationships with our employees,
customers, business partners, or vendors.  Our customers can be
confident that they will continue to receive the same high quality
content, products and industry leading services and support they
are accustomed to without interruption," concluded Mr. Hansen.

Cengage Learning plans to make timely payment to vendors for goods
and services provided to the Company during its restructuring in
the normal course of business.  It is anticipated that employees
will continue to receive their usual pay and health and welfare
benefits.

Cengage Learning has filed customary "First Day Motions" with the
Bankruptcy Court, which, if granted, will help ensure a smooth
transition to Chapter 11 without business disruption and will
minimize impact on its employees, customers, authors, content
providers, business partners, vendors and suppliers.  The motions
are expected to be addressed promptly by the Court.  Cengage
Learning plans to make timely payment to vendors for goods and
services provided to the Company during its restructuring in the
normal course of business.  The Company fully anticipates that
employees will continue to receive their usual pay and health and
welfare benefits and is confident that the Court will approve its
request to do so.

Cengage Learning's non-U.S. subsidiaries are not included in the
U.S. Chapter 11 filings and will continue to operate in the
ordinary course without interruption.

More information about Cengage Learning's restructuring is
available at www.cengage.com/restructuring.  Court filings and
claims information are available at www.cengagecaseinfo.com.
Information for vendors and other interested parties is available
toll-free at +1-800-654-4134, or +1-646-378-4198 for callers from
outside the U.S. and Canada.

Cengage Learning's legal advisor for the Chapter 11 proceedings is
Kirkland & Ellis LLP, its restructuring advisor is Alvarez &
Marsal, and its financial advisor is Lazard Ltd.

                      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.


CENGAGE LEARNING: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor-affiliates filing separate Chapter 11 petitions:

   Entity                                    Case No.
   ------                                    --------
Cengage Learning, Inc.                       13-44106
  aka Cengage
      Cengage Learning
  fka Thomson Learning
      TL Holdings II, L.P
  200 First Stamford Place, 4th Floor
  Stamford, CT
Cengage Learning Holdings II, L.P.           13-44105
Cengage Learning Acquisitions, Inc.          13-44107
Cengage Learning Holdco, Inc.                13-44108

Chapter 11 Petition Date: July 2, 2013

Court: United States Bankruptcy Court
       Eastern District of New York

About Cengage: Stamford, Connecticut-based Cengage Learning --
               http://www.cengage.com/-- provides innovative
               teaching, learning and research solutions for the
               academic, professional and library markets
               worldwide.

Debtors' Counsel: Jonathan S. Henes, P.C.
                  KIRKLAND & ELLIS LLP
                  601 Lexington Avenue
                  New York, NY 10022-4611
                  Tel: (212) 446-4800

                       - and -

                  KIRKLAND & ELLIS INTERNATIONAL

Debtors' Investment
Banker and
Financial
Advisor:          LAZARD FRERES & CO. LLC

Debtors'
Restructuring
Advisor:          ALVAREZ & MARSAL NORTH AMERICA, LLC

Debtors' Claims
& Notice Agent:   DONLIN, RECANO & COMPANY, INC.

Estimated Assets: More than $1 billion

Estimated Liabilities: More than $1 billion

The petition was signed by Dean D. Durbin, chief financial
officer.

Consolidated list of creditors holding the top 30 largest
unsecured claims:

   Creditor                  Nature of Claim    Amount of Claim
   --------                  ---------------    ---------------
Wilimington Trust,           Senior Unsecured      $292,104,000
National Association         Notes
Attn: Julie Becker
As Admin Agent :
Senior Unsecured Notes
50 South Sexth Street
Minneapolis, MN 55402
Tel: (612) 217-5628

Bank of Oklahoma             Senior Subordinated   $131,963,000
Attn: Mary P. Campbell       Discounted Notes
As Admin Agent :
Senior Subordinated
Discount Notes
One Williams Center
Tulsa, OK 74172
Tel: (918) 588-6111

Wells Fargo Bank,            Senior PIK Notes       $63,607,025
National Association
Attn: Raymond Delli Colli
- Vice President As
Admin Agent :
Senior PIK Notes
150 East 42Nd Street
40Th Floor
New York, NY 10017
Tel: (917) 260-1534
Fax: (917) 260-1593
Email:Raymond.dellicolli@wellsfargo.com

RR Donnelley                 Trade Payable           $4,435,150
Attn: Thomas J. Quinlan III  Unliquidated
President and
Chief Executive Officer
111 S Wacker Dr
#3600 Chicago, IL 60606
Tel: (312) 326-8000
Fax: (312) 326-8001

The Booksource               Trade Payable           $2,342,858
Attn: Neil Jaffe             Unliquidated
President
1230 Macklind Ave.
St. Louis, MO 63110
Tel: (314) 647-0600
Fax: (314) 647-6850

N. Gregory Mankiw            Royalties               $1,618,249
Personal Information
(Actual Information
Provided to U.S.Trustee)

The Thomson Corporation      Tax Indemnification     $1,460,000
Attn: Deirdre Stanley        Unliquidated,
General Counsel & EVP        Contingent
Metro Center,
One Station Place
Stamford, CT 06902
Tel: (203) 539-8000
Fax: (203) 539-7779

QA Info Tech Pvt Ltd         Trade Payable           $1,027,303
Attn: Mukesh Sharma
Chief Executive Officer
B-8, Sector 59 Noida
U.P. 201301
India
Tel: 91 12 0429 4329
Fax: 91 12 0258 1692

National Geographic Society  Trade Payable             $697,231
Attn: John M. Fahey, Jr.     Royalties
President and CEO
1145 17th Street N.W.
Washington, DC 20036-4688
Tel: (202) 857-7000
Fax: (202) 857-7741

Arvato Digital               Trade Payable             $669,042
Services LLC                 Unliquidated
Attn: Frank Schirrmeister
Chief Executive Officer,
North America
29011 Commerce Center Dr
Valencia, CA 91355
Tel: (661) 702-2789
Fax: (661) 702-2841

Jackson J. Spielvogel        Royalties                 $626,676
Personal Information
(Actual Information
Provided to U.S. Trustee)

Compro Technologies          Trade Payable             $624,000
Private Limited
Attn: Kanwarjit Singh Chadha
Managing Director
LSC Uday Park, Khel Gaon Marg
New Delhi, 110049
India
Tel: 91 11 4201 1900
Fax: 91 11 2652 7016

Teaching Strategies          Royalties                 $580,505
Attn: Grant Davies -
Chief Executive Officer
7101 Wisconsin Ave
Bethesda, MD 20814
Tel: (301) 634-0818
Fax: (301) 634-0825

West Group                   Trade Payable             $570,181
Attn: Peter Warwick          Unliquidated
President and CEO
610 Opperman Drive
Eagan, MN 55123
Tel: (651) 687-7000
Fax: (651) 687-5642

Lindenmeyr                   Trade Payable             $565,568
Attn: Robert G. McBride
ExecutiveVice President
Three Manhattanville Road
Purchase, NY 10577
Tel: (914) 696-9300
Fax: (914) 696-1066

Hollister Associates         Trade Payable             $534,536
Attn: Kip Hollister
Chief Executive Officer
75 State Street Floor 9
Boston, MA 02109-1822
Tel: (617) 654-0200
Fax: (617) 695-3807

Carl S. Warren               Royalties                 $489,509
Personal Information
(Actual Information
Provided to U.S. Trustee)

Eugene F. Brigham            Royalties                 $473,918
Trustee
585 Country Club Dr
Highlands, NC 27587
Tel: (828) 526-4883

David Nunan                  Royalties                 $472,856
Personal Information
(Actual Information
Provided to U.S. Trustee)

IXL Learning                 Royalties                 $447,808
Attn: Paul Mishkin -
Chief Executive Officer
777 Mariners Island Blvd
Suite 600
San Mateo, CA 94404
Tel: (650) 372-4040
Fax: (650) 372-4301

Von Hoffmann Corporation     Trade Payable             $445,624
Attn: Michael L. Bailey      Unliquidated
Chief Executive Officer
1714 Deer Tracks Trails
St. Louis, MO 63131
Tel: (314) 966-0909
Fax: (314) 966-0910

Cincinnati Bell              Trade Payable             $436,663
Tech Solutions
Attn: John Burns
President and
General Manager
4600 Montgomery Road
Suite 400
Cincinnati, OH 45212
Tel: (513) 841-2287
Fax: (513) 841-5072

John C. Kotz                 Royalties                 $428,352
Personal Information
(Actual Information
Provided to U.S. Trustee)

China Translation            Trade Payable             $419,200
& Printing SVC               Unliquidated
Attn: Peter Po-Tak Tse
Chief Executive Officer
6/F Reliance,
Manufactory Building
24 Wong Chuk Hang Road
Aberdeen, 523771
Hong Kong
Tel: (852) 2873-1823
Fax: (852) 2873-6510

First Advantage              Trade Payable             $419,050
Talent Management
Attn: Mark Parise
Chief Executive Officer
1100 Alderman Drive
Alpharetta, GA 30005
Tel: (866) 400-3238

Pearson Education            Trade Payable             $416,076
Australia                    Unliquidated
Attn: David Barnett
Chief Executive Officer
Level 3/ 14
Aquatic DriveFrench
Forest, NSW, 2086
Australia
Tel: (02) 9454-2200
Fax: (02) 9453-0089

Globus Printing              Trade Payable             $392,748
Company Inc.                 Unliquidated
Attn: Dennis Schmiesing
President
One Executive Pkwy
Minster, OH 45865
Tel: (419) 628-2381
Fax: (419) 628-3105

Silverbull Software          Trade Payable             $389,951
Attn: Chief Executive Office
406 Farmington Ave
Farmington, CT 06032
Tel: (860) 292-0874
Fax: (866) 234-6525

Larson Texts Inc.            Contractual           Undetermined
Attn: Robert S. O'Neil       Agreement
President and CEO            Unliquidated
1762 Norcross Rd
Erie, PA 16510
Tel: (814) 824-6365
Fax: (814) 824-6377

Gary B. Shelly               Contractual           Undetermined
Personal Information         Agreement
(Actual Information          Contingent
Provided to U.S. Trustee)    Unliquidated


CHERB LLC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Cherb, LLC
        Riverway East
        P.O. Box 227
        Milford, NH 03055

Bankruptcy Case No.: 13-11635

Chapter 11 Petition Date: June 26, 2013

Court: United States Bankruptcy Court
       District of New Hampshire (Manchester)

Debtor's Counsel: William S. Gannon, Esq.
                  WILLIAM S. GANNON PLLC
                  889 Elm Street, 4th Floor
                  Manchester, NH 03101
                  Tel: (603) 621-0833
                  Fax: (603) 621-0830
                  E-mail: bgannon@gannonlawfirm.com

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

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

A list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/nhb13-11635.pdf

The petition was signed by Cheryl T. Hardman, member.


CODA HOLDINGS: Committee Wins Approval to Hire Attorneys
--------------------------------------------------------
The Official Committee of Unsecured Creditors of CODA Holdings, et
al., sought and obtained approval from the U.S. Bankruptcy Court
to retain Brown Rudnick as counsel effective as of May 10, 2013.

The Committee also obtained approval to hire Morris, Nichols,
Arsht & Tunnell LLP as Delaware co-counsel.

                      About CODA Holdings

Los Angeles, California-based CODA Energy --
http://www.codaenergy.com-- made an electric auto that was a
commercial failure.  The company marketed the Coda Sedan, which
sold only 100 copies.  It was an electrically powered version of
the Hafei Saibao, made in China.  After bankruptcy, Los Angeles-
based Coda intends to concentrate on making stationery electric-
storage systems.

CODA Holdings, Inc., Coda Energy LLC and three other affiliates
filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.
13-11153) on May 1, 2013, to enable the Company to complete a
sale, confirm a plan, and emerge from bankruptcy in a stronger
position to execute its new business plan.  The Company expects
the sale process to take 45 days to complete.

FCO MA CODA Holdings LLC, an affiliate of Fortress Investment
Group, is leading a consortium of lenders intending to provide DIP
financing to enable the Company's energy storage business to
remain fully operational during the restructuring process.  The
consortium, or its designee, will also as stalking horse bidder to
acquire the Company post-bankruptcy.  In addition, the Company
will seek to monetize value of its existing automotive business
assets.

CODA disclosed assets of $10 million to $50 million and
liabilities of less than $100 million.  The Debtors have incurred
prepetition a significant amount of secured indebtedness: secured
notes of with principal in the amount of $59.1 million; term loans
in the principal amount of $12.6 million; and a bridge loan with
$665,000 outstanding.  FCO and other bridge loan lenders have
"enhanced priority" over other secured noteholders that did not
participate in the bridge loans, pursuant to the intercreditor
agreement.

CODA's legal advisor in connection with the restructuring is White
& Case LLP.  Emerald Capital Advisors serves as its Chief
Restructuring Officer and restructuring advisor, and Houlihan
Lokey serves as its investment banker for the restructuring.
Sidley Austin LLP is serving as FCO MA CODA Holdings LLC's legal
advisor.


CODA HOLDINGS: Aug. 6 Set as Claims Bar Date
--------------------------------------------
Creditors of CODA Holdings are required to submit their proofs of
claim not later than Aug. 6, 2013 at 4:00 p.m.  Governmental
entities are required submit their proofs of claim by Dec. 9, 2013
at 4:00 p.m.

                        About CODA Holdings

Los Angeles, California-based CODA Energy --
http://www.codaenergy.com-- made an electric auto that was a
commercial failure.  The company marketed the Coda Sedan, which
sold only 100 copies.  It was an electrically powered version of
the Hafei Saibao, made in China.  After bankruptcy, Los Angeles-
based Coda intends to concentrate on making stationery electric-
storage systems.

CODA Holdings, Inc., Coda Energy LLC and three other affiliates
filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.
13-11153) on May 1, 2013, to enable the Company to complete a
sale, confirm a plan, and emerge from bankruptcy in a stronger
position to execute its new business plan.  The Company expects
the sale process to take 45 days to complete.

FCO MA CODA Holdings LLC, an affiliate of Fortress Investment
Group, is leading a consortium of lenders intending to provide DIP
financing to enable the Company's energy storage business to
remain fully operational during the restructuring process.  The
consortium, or its designee, will also as stalking horse bidder to
acquire the Company post-bankruptcy.  In addition, the Company
will seek to monetize value of its existing automotive business
assets.

CODA disclosed assets of $10 million to $50 million and
liabilities of less than $100 million.  The Debtors have incurred
prepetition a significant amount of secured indebtedness: secured
notes of with principal in the amount of $59.1 million; term loans
in the principal amount of $12.6 million; and a bridge loan with
$665,000 outstanding.  FCO and other bridge loan lenders have
"enhanced priority" over other secured noteholders that did not
participate in the bridge loans, pursuant to the intercreditor
agreement.

CODA's legal advisor in connection with the restructuring is White
& Case LLP.  Emerald Capital Advisors serves as its Chief
Restructuring Officer and restructuring advisor, and Houlihan
Lokey serves as its investment banker for the restructuring.
Sidley Austin LLP is serving as FCO MA CODA Holdings LLC's legal
advisor.


CODA HOLDINGS: May Employ White & Case as Special Counsel
---------------------------------------------------------
Coda Holdings, Inc. et al., sought and obtained approval from the
U.S. Bankruptcy Court to employ White & Case LLP as special
counsel.

As reported by the Troubled Company Reporter on June 5, 2013, Coda
Holdings initially sought approval to hire New York-based White &
Case as one of its two main bankruptcy firms.  However, the hiring
drew opposition as Christopher Rose had been Coda's general
counsel until he joined White & Case in September.  U.S.
Bankruptcy Judge Christopher S. Sontchi thus ruled in late May
that White & Case is disqualified to serve as a main bankruptcy
counsel.

The Debtors then sought approval to hire White & Case as special
counsel.

                      About CODA Holdings

Los Angeles, California-based CODA Energy --
http://www.codaenergy.com-- made an electric auto that was a
commercial failure.  The company marketed the Coda Sedan, which
sold only 100 copies.  It was an electrically powered version of
the Hafei Saibao, made in China.  After bankruptcy, Los Angeles-
based Coda intends to concentrate on making stationery electric-
storage systems.

CODA Holdings, Inc., Coda Energy LLC and three other affiliates
filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.
13-11153) on May 1, 2013, to enable the Company to complete a
sale, confirm a plan, and emerge from bankruptcy in a stronger
position to execute its new business plan.  The Company expects
the sale process to take 45 days to complete.

FCO MA CODA Holdings LLC, an affiliate of Fortress Investment
Group, is leading a consortium of lenders intending to provide DIP
financing to enable the Company's energy storage business to
remain fully operational during the restructuring process.  The
consortium, or its designee, will also as stalking horse bidder to
acquire the Company post-bankruptcy.  In addition, the Company
will seek to monetize value of its existing automotive business
assets.

CODA disclosed assets of $10 million to $50 million and
liabilities of less than $100 million.  The Debtors have incurred
prepetition a significant amount of secured indebtedness: secured
notes of with principal in the amount of $59.1 million; term loans
in the principal amount of $12.6 million; and a bridge loan with
$665,000 outstanding.  FCO and other bridge loan lenders have
"enhanced priority" over other secured noteholders that did not
participate in the bridge loans, pursuant to the intercreditor
agreement.

CODA's legal advisor in connection with the restructuring is White
& Case LLP.  Emerald Capital Advisors serves as its Chief
Restructuring Officer and restructuring advisor, and Houlihan
Lokey serves as its investment banker for the restructuring.
Sidley Austin LLP is serving as FCO MA CODA Holdings LLC's legal
advisor.


CODA HOLDINGS: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Coda Automotive Inc., filed with the Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule                Assets       Liabilities
     ----------------             -----------     -----------
  A. Real Property                         $0
  B. Personal Property            $24,950,641
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $77,521,394
  E. Creditors Holding
     Unsecured Priority
     Claims                                          $135,676
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $18,202,344
                                   -----------    -----------
          TOTAL                    $24,950,641    $95,859,413

Other debtors disclosed:

     Debtor                          Assets       Liabilities
     ------                        -----------    -----------
Coda Holdings, Inc.                       $100    $77,521,394
Coda Automotive (CA)                   $50,000    $77,521,394
Coda Energy LLC                        $10,875    $77,521,394
EnergyCS LLC                                $0    $77,521,394

                      About CODA Holdings

Los Angeles, California-based CODA Energy --
http://www.codaenergy.com-- made an electric auto that was a
commercial failure.  The company marketed the Coda Sedan, which
sold only 100 copies.  It was an electrically powered version of
the Hafei Saibao, made in China.  After bankruptcy, Los Angeles-
based Coda intends to concentrate on making stationery electric-
storage systems.

CODA Holdings, Inc., Coda Energy LLC and three other affiliates
filed for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No.
13-11153) on May 1, 2013, to enable the Company to complete a
sale, confirm a plan, and emerge from bankruptcy in a stronger
position to execute its new business plan.  The Company expects
the sale process to take 45 days to complete.

FCO MA CODA Holdings LLC, an affiliate of Fortress Investment
Group, is leading a consortium of lenders intending to provide DIP
financing to enable the Company's energy storage business to
remain fully operational during the restructuring process.  The
consortium, or its designee, will also as stalking horse bidder to
acquire the Company post-bankruptcy.  In addition, the Company
will seek to monetize value of its existing automotive business
assets.

CODA disclosed assets of $10 million to $50 million and
liabilities of less than $100 million.  The Debtors have incurred
prepetition a significant amount of secured indebtedness: secured
notes of with principal in the amount of $59.1 million; term loans
in the principal amount of $12.6 million; and a bridge loan with
$665,000 outstanding.  FCO and other bridge loan lenders have
"enhanced priority" over other secured noteholders that did not
participate in the bridge loans, pursuant to the intercreditor
agreement.

CODA's legal advisor in connection with the restructuring is White
& Case LLP.  Emerald Capital Advisors serves as its Chief
Restructuring Officer and restructuring advisor, and Houlihan
Lokey serves as its investment banker for the restructuring.
Sidley Austin LLP is serving as FCO MA CODA Holdings LLC's legal
advisor.


COLDWATER PORTFOLIO: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Coldwater Portfolio Partners LLC filed with the U.S. Bankruptcy
Court for the Northern District of Indiana its schedules of assets
and liabilities, disclosing:

     Name of Schedule                Assets       Liabilities
     ----------------             -----------     -----------
  A. Real Property                $41,634,886
  B. Personal Property             $2,160,625
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $73,534,809
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $12,554
  F. Creditors Holding                               $260,714
     Unsecured Non-priority
     Claims
                                   -----------    -----------
        TOTAL                      $43,795,511    $73,808,077

                     About Coldwater Portfolio

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

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

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

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


CORELOGIC INC: Moody's Affirms 'Ba2' CFR; Outlook Stable
--------------------------------------------------------
Moody's Investors Service affirmed all of CoreLogic, Inc.'s debt
ratings, including the Ba2 corporate family rating. Moody's action
follows CoreLogic's announcement of plans to acquire the Marshall
and Swift/Boeckh (MSB) and DataQuick businesses from the Decision
Insight Information Group (combined purchase price of $661
million). The rating outlook is stable. The transaction is
expected to close during the third quarter of 2013, subject to
customary closing conditions and regulatory clearance.

Rating Rationale:

Moody's believes CoreLogic will fund a substantial portion of
these acquisitions with new debt. Pro forma for the estimated
incremental debt and profit contribution from the acquired
businesses, debt to EBITDA will be in the low 3 times range, up
from 2.3 times as of March 31, 2013. However, Moody's anticipates
debt to EBITDA will drop below 3 times by the end of 2014, from a
combination of profit growth and debt reduction. This expected
deleveraging is an important component in affirming the CFR at
Ba2.

Moody's expects the combined businesses to add over $70 million of
EBITDA. Notably, MSB will diversify CoreLogic's core mortgage
processing business at higher profit margins. MSB is a well-known
brand providing building information and cost data to support
underwriting activity in the insurance industry. Entry barriers
are moderately high given MSB's deeply entrenched position with
customers and the cost to replicate its extensive national
database of property and costing information. These acquisitions
are consistent with CoreLogic's strategy of diversifying its
business from the core mortgage market, in particular by building
the data analytics business.

The stable outlook reflects Moody's expectation that CoreLogic's
profits and cash flows will remain steady (e.g., annual free cash
flow above $250 million) through 2014 and that financial policies
will be disciplined until the acquisitions are well integrated.
Moody's expects adjusted debt to EBITDA to return to the mid to
high 2 times range by the end of 2014. Despite the potential for a
20 to 30% decline in 2014 mortgage originations due to waning
refinancing activity, Moody's expects CoreLogic to continue to
improve its overall operating performance. The decrease in
mortgage origination services will likely be more than offset by
the increased demand for risk and fraud analytics by lenders and
ongoing market share shifts from in-house processors.

The ratings could be upgraded if CoreLogic demonstrates organic
revenue and earnings growth while improving leverage such that
free cash flow to debt exceeds 20%, debt to EBITDA improves to the
low 2 times level, and operating margins are sustained at over
20%. The ratings could be downgraded if CoreLogic experiences a
decline in profitability, if adjusted debt to EBITDA exceeds mid
3x, or Moody's expects free cash flow to debt to decrease to less
than 10% for an extended period of time.

Ratings affirmed:

Corporate Family Rating -- Ba2

Probability of Default Rating -- Ba2-PD

$550 Million Senior Secured Revolving Credit Facility due 2016
-- Baa3, (LGD 2, 20%)

$350 Million Senior Secured Term Loan due 2016 -- Baa3, (LGD 2,
20%)

$400 million Senior Notes due 2021 -- Ba3, (LGD 5, 80%)

The rating outlook is stable.

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.

CoreLogic, Inc., with over $1.6 billion of projected annual
revenues, is a leading provider of property and mortgage data and
analytics products and solutions. The company provides mortgage
risk tools and other analytical products; property and credit
information; and outsourcing solutions for lenders.


CORELOGIC INC: S&P Affirms 'BB' CCR on Acquisition Announcement
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
CoreLogic Inc., including the 'BB' corporate credit rating.  The
outlook remains positive.

S&P's ratings on CoreLogic take into account its existing presence
in the markets of its pending acquisitions and its plans to
delever over the coming year.

"CoreLogic's 'fair' business risk profile reflects its financial
services sector client concentration, leading position as a
provider of outsourced mortgage processing services, and exposure
to mortgage origination cyclicality," said Standard & Poor's
credit analyst John Moore.  Over the coming year, S&P expects that
CoreLogic's leadership position in U.S. mortgage processing
markets and restructuring initiatives will support EBITDA margin
stability, mitigated by S&P's expectation for lower U.S. mortgage
originations.  S&P expects about 20% cyclical transaction,
revenue, and earnings declines in the company's U.S. mortgage
origination services business over the coming 12 months, which
represented about 58% of its EBITDA for the quarter ended
March 31, 2013.

The positive rating outlook on CoreLogic Inc. reflects S&P's
expectation that the company will maintain earnings stability
through mortgage origination cycles and operate within a 3.0x
leverage framework.  S&P could revise its outlook to stable if the
company adopts more aggressive financial policies than it
anticipates, such that leverage becomes sustained in the mid-3x
area or above.  S&P could revise its outlook to stable if the
company adopts more aggressive financial policies than it
anticipates, such that leverage becomes sustained in the mid-3x
area or above.


DENVER CITY: S&P Corrects Rating on Revenue Bonds to 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services corrected its long-term rating
on Denver City & County, Colo.'s series 1999A and B Fannie Mae-
collateralized multifamily housing revenue bonds to 'B' from
'CCC'.  The outlook is stable.


DPS CONVERTING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: DPS Converting, Inc.
        4601 Welcome All Road, Building #6
        Atlanta, GA 30349

Bankruptcy Case No.: 13-63912

Chapter 11 Petition Date: June 26, 2013

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: W. Kevin Snyder, Esq.
                  LACY & SNYDER LLP
                  P.O. Box 3709
                  Peachtree City, GA 30269
                  Tel: (770) 486-8445
                  Fax: (770) 486-8889
                  E-mail: kevin@lacysnyder.com

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

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

A list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/ganb13-63912.pdf

The petition was signed by Don E. Phillips II, president.


EASTMAN KODAK: Seeks Voting Extension for Ch. 11 Plan
-----------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that Eastman Kodak
Co. sought additional time to collect votes for its reorganization
plan without the threat of rival plans being filed, telling a New
York bankruptcy judge that it won't be able to meet the current
deadline.

According to the report, the iconic photography pioneer asked U.S.
Bankruptcy Judge Allan L. Gropper to push the July 31 deadline to
gather creditor votes without the possibility of other plans being
filed back to Sept. 19. The judge signed off on Kodak's disclosure
statement in late June.

                       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: Case Summary & 30 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: EC Closing Corp.
          fka Cal-Western Foreclosure Services
              Cal-Western Reconveyance Corp.
        400 Northridge Road
        Atlanta, GA 30350

Bankruptcy Case No.: 13-11619

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                          Case No.
        ------                          --------
EC Closing Corp. of Washington          13-11620
EC Posting Closing Corp.                13-11621

Chapter 11 Petition Date: June 25, 2013

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

Debtors' Counsel: Ericka Fredricks Johnson, Esq.
                  WOMBLE CARLYLE SANDRIDGE & RICE, LLP
                  222 Delaware Avenue, Suite 1501
                  Wilmington, DE 19801
                  Tel: (302) 252-4337
                  Fax: (302) 661-7737
                  E-mail: erjohnson@wcsr.com

Debtors'
Restructuring
Co-Counsel:       KIRKLAND & ELLIS, LLP

Debtors'
Restructuring
Advisor:          HURON CONSULTING SERVICES, LLC

Debtors'
Notice and
Claims Agent:     DONLIN RECANO & COMPANY, INC.

Lead Debtor's
Estimated Assets: $10,000,001 to $50,000,000

Lead Debtor's
Estimated Debts: $50,000,001 to $100,000,000

The petitions were signed by Charlie T. Piper, chief executive
officer.

Affiliates that sought Chapter 11 protection on March 18, 2013:

     Debtor                                       Case No.
     ------                                       --------
Prommis Holdings, LLC                             13-10551
Prommis Fin Co.                                   13-10552
Prommis Solutions, LLC                            13-10553
E-Default Services LLC                            13-10554
Statewide Tax and Title Services of Alabama LLC   13-10555
Statewide Tax and Title Services LLC              13-10556
Statewide Publishing Services LLC                 13-10557
Nationwide Trustee Services, Inc.                 13-10558
Nationwide Trustee Servcies of Virginia, Inc.     13-10559
Interface Inc.                                    13-10560
Prommis Homeownership Solutions, Inc.             13-10561

EC Debtors' List of Their 30 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
LPS Default Title                  Trade                $1,860,287
601 Riverside Avenue
Jacksonville, FL 32204

First American Title Insurance     Trade                $1,768,472
Company
165 East Parks Highway, Suite 101
Wasilla, AK 99654

LPS Agency Sales & Posting         Trade                  $483,278
3210 El Camino Real, Suite 200
Irvine, CA 92602

Trustee's Title & Escrow, L.C.     Trade                  $227,866

Service Link TSG                   Trade                  $153,867

Orange Coast Title Company         Trade                   $85,625

Pacific Coast Title                Trade                   $62,294

Pite Duncan, LLP                   Trade                   $61,121

Land Records of Texas              Trade                   $49,081

Orange Title Insurance Agency      Trade                   $32,796

Antelope Valley Press              Trade                   $32,398

Coastline Posting and Field        Trade                   $24,200
Services

Inland Valley Daily Bulletin (ON)  Trade                   $23,918

The Daily Herald                   Trade                   $22,390

LPS Process Management             Trade                   $21,640

Land Records of Texas              Trade                   $19,967

The Record                         Trade                   $17,344

Financial Freedom                  Trade                   $17,100

Nevada Legal Support Services, LLC Trade                   $16,315

San Diego Neighborhood Newspapers  Trade                   $15,433

Newspaper Agency Corporation       Trade                   $14,749

The Daily Review                   Trade                   $14,084

Daily Bulletin                     Trade                   $12,838

Law Offices of James H. Woodall,   Trade                   $12,725
PLLC

Ogden Standard Examiner            Trade                   $11,893

Fresno Bee                         Trade                   $11,859

Eric Nicolas                       Trade                   $11,165

Desert Sun Publishing Co.          Trade                   $10,830

West County Times                  Trade                   $10,211

San Diego Neighborhood Newspapers  Trade                   $10,190


EL JOHNS AND CO: Case Summary & 14 Unsecured Creditors
------------------------------------------------------
Debtor: EL Johns and Co., LLC
        804 East Ash Street
        Goldsboro, NC 27530

Bankruptcy Case No.: 13-03988

Chapter 11 Petition Date: June 26, 2013

Court: United States Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: J.M. Cook, Esq.
                  J.M. COOK, P.A.
                  5886 Faringdon Place, Suite 100
                  Raleigh, NC 27609
                  Tel: (919) 675-2411
                  E-mail: J.M.Cook@jmcookesq.com

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

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

A list of the Company's 14 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/nceb13-3988.pdf

The petition was signed by Elbert L. Johnson, member-manager.


ENERGY CONVERSION: Credit Suisse Sued Over Share Acquisition
------------------------------------------------------------
Nassiri & Jung LLP on July 2 disclosed that a class action has
been commenced in the United States District Court for the
Northern District of California on behalf of persons or entities
who purchased or otherwise acquired Energy Conversion Devices,
Inc. common stock on or after June 18, 2008.

If you wish to serve as lead plaintiff, you must move the Court no
later than 60 days from July 2.  Any member of the putative class
may move the Court to serve as lead plaintiff through counsel of
their choice, or may choose to do nothing and remain an absent
class member.

The complaint charges defendants Credit Suisse International and
Credit Suisse Securities (USA) LLC with violations of Section 9
and Section 10(b) of the Securities Exchange Act of 1934.  The
complaint alleges that during the Class Period, defendants,
through two prospectus supplements filed with the SEC, issued
materially false and misleading statements concerning a public
offering of 4,714,975 shares of Energy Conversion Devices common
stock on June 18, 2008.  The common stock prospectus supplement,
along with a "3.00% Convertible Senior Notes due 2013" prospectus
supplement, disclosed that some investors might take advantage of
a share lending agreement to short Energy Conversion Devices
common stock as a "hedge" against their investment in convertible
notes.

According to the complaint, defendants' statements were false and
misleading because defendants knew or deliberately disregarded and
failed to disclose that the convertible notes were in fact
designed to facilitate market manipulation and a net short
position by some investors participating in the notes offering.
Plaintiff alleges that as a result of these misrepresentations
and/or omissions, Energy Conversion Devices common stock traded at
artificially-inflated prices during the Class Period.  Plaintiff
alleges that the manipulative short selling caused the stock price
to drop from $72 per share in June 2008 to less than $1 per share
in February 2012, when Energy Conversion Devices was finally
forced into bankruptcy.

The suit is entitled Leevan v. Credit Suisse International et al.,
Case No. 13-cv-2783-SBA, filed June 17, 2013. A copy of the
complaint can be obtained from the Court clerk, or online through
PACER.

Contact: Nassiri & Jung LLP
         Kassra Nassiri
         Telephone: 415-762-3100
         Web site: http://www.njfirm.com

                     About Energy Conversion

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

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

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

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

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

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

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

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

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


EXIDE TECHNOLOGIES: Files List of Top Unsecured Creditors
---------------------------------------------------------
Exide Technologies submitted to the Bankruptcy Court a list that
identifies its top 20 unsecured creditors:

   Entity                   Nature of Claim           Claim Amount
   ------                   ---------------           ------------
U.S. Bank Corporate Trust   Floating Rate             $51,900,000
Services                    Convertible Senior
Global Corporate Trust      Subordonates
Services
Attn: Cindy Woodward
60 Livingston Avenue
Ep-Mn-Ws1d
St. Paul, MN 55107
Tel: (651) 466-5854
Fax: (651) 466-7401
Email: Cindy.woodward@usbank.com

Oracle Credit Corporation        Accounts Payable      $4,118,390
Attn: Mills Fleming-ASM
500 Oracle Parkway
Redwood Shores, CA 94065
Tel: 770-351-3885
Email: mills.fleming@oracle.com

Richardson Molding Incorporated   Accounts Payable     $2,874,282
Attn: Roger Winslow
Owner
2405 Norcross Drive
Columbus, in 47201-8844
Tel: (641) 872-1977
Fax: (812) 342-0252
Email: Rwinslow@richardsonmolding.com

Coyote Logistics                Accounts Payable      $1,392,633
Attn: Andrew Haverkampf
Chief Business Development
Officer
2545 W. Diversey Avenue
3rd Floor
Chicago, Il 60647
Tel: (877) 626-9683
Fax: (847) 235-8893

Jones Day                      Accounts Payable       $1,390,715
Attn: Lizanne Thomas
Partner
1420 Peachtree St., Ne Ste 800
Atlanta, GA 30309
Tel: (404) 581-8411
Fax: (404) 581-8330
Email: thomas@jonesday.com

HCL America Inc                Accounts Payable        $1,271,925
Attn: James Lindenmeyer
Manufacturing Account
Manager
Global HQ: HCL Technologies
Ltd Corporate Office
A-10/11, Sector - 3
Noida, UP 201 301
India
Tel: (678) 983-7590
Email: jlindenmeyer@hcl.com

VANFAB Incorporated           Accounts Payable          $1,103,334
Attn: Grant Vanvoorst
Owner
1 Center Street
Union Hill, Il 60969
Tel: (815) 426-2544
Fax: (815) 426-2548
Email: grant@vanfab.com

Copperfab Inc                Accounts Payable             $969,870
Attn: Lisa Toth - president
5512 South 66th Street
Fort Smith, AR 72903
Tel: (479) 646-9274
Fax: (479) 646-0868
Email: ltoth@copperfab.com

Hollingsworth & Vose Company   Accounts Payable           $965,946
Attn: Mitch Bregman --
President
112 Washington Street
East Walpole, Ma 02032
Tel: (508) 850-2283
Fax: (508) 668-6526

Accuma Corporation            Accounts Payable            $957,886
Attn: Mark Chambers --
General Manager, USA & UK
133 Fanjoy Road
Statesville, NC 28677
Tel: 704-873-1488 ext 201
Email: mark.chambers@accumacorp.com


Applied Industrial Technologies   Accounts Payable        $827,551
Attn: Neil A. Schrimsher
Chief Executive officer
1 Applied Plaza
Cleveland, oh 44115
Tel: (216) 426-4000
Email: Appliedindustrial@applied.com


Elk Environmental Services      Accounts Payable          $823,556
Attn: Harry O'Neil --
President
1420 Clarion Street
Reading, pa 19601
Tel: (610) 372-4760
Fax: (610) 372-4820

Tulip Corp                     Accounts Payable           $794,732
Attn: Fred Teshinsky --
Owner /Partner
14955 E. Salt Lake Avenue
City Of Industry, Ca 91746
Tel: (626) 968-9680
Fax: (626) 333-3610
Email: fredt@tulipcorp.com

Seibel Modern Mfg.                  Accounts Payable      $686,779
& Welding Corp.
Attn: Mark Seibel
Owner
38 Palmer Place
Lancaster, NY 14086
Tel: (716) 683-1536
Fax: (716) 683-2552
Email: mseibel@seibelmodern.com

Dell Computer                     Accounts Payable        $597,353
Attn: Michael Parrish
Account Executive Large Enterprise
1 Dell Way
Round Rock, Tx 78682
Tel: (404) 386-0329
Email: michael_parrish@dell.com

Simons Trucking Inc              Accounts Payable         $584,057
Attn: Roger Simon
Owner
920 Simon Drive
Farley, IA 52046
Tel: (563) 744-3304
Fax: (563) 774-3726

Remediation Services Inc.       Accounts payable          $581,171
Attn: Grant V. Sherwood
President
2735 south 10th street
Independence, KS 67301
Tel: (620) 331-1200
Fax: (620) 331-6216

A F C O
Attn: Nancy A. Kagan               Accounts Payable      $560,812
Assistant General Counsel
14 Wall Street
Suite 8a New York, NY 10005
United States
Tel: (212)401-4465
Fax: (212) 401-4430
Email: nkagan@afco.com

BT Americas Inc                    Accounts Payable       $512,740
Attn: Craig Lacava
Senior Business Director
2727 Paces Ferry Road
Suite 1500
Atlanta, GA 30339
Tel: (404) 514-9417
Email: craig.lacava@bt.com

Pension Benefit Guaranty Corporation   Pension        Undetermined
Attn: Counsel Office
Of The Chief Counsel
1200 K Street, NW, suite 340
Washington, DC 20005-4026
Tel: (202) 326-4020
Fax: (202) 326-4112

                     About Exide Technologies

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

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

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

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

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

Exide's international operations were not included in the filing
and will continue their business operations without supervision
from the U.S. courts.


FQM (AKUBRA): S&P Affirms 'B+' CCR After First Quantum Deal
-----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+' long-
term corporate credit rating on Toronto-based mining company FQM
(Akubra) Inc., formerly Inmet Mining Corp., a wholly owned
subsidiary of Canada-based base metals producer First Quantum
Minerals Ltd. (FQM).  The outlook is stable.

S&P also affirmed its 'B+' issue rating on FQM (Akubra)'s existing
$2 billion senior unsecured notes.

At the same time, S&P removed both ratings from CreditWatch with
developing implications, where it had placed them on April 22,
2013.

The rating reflects S&P's view of FQM (Akubra)'s stand-alone
credit profile (SACP) of 'b', plus one notch for parental support
from FQM.

"Our assessment of FQM (Akubra)'s SACP at 'b' reflects our view of
the company's financial risk profile as "highly leveraged,"
revised from "aggressive" after its acquisition by FQM.  FQM
(Akubra)'s financial metrics weakened after its acquisition by
FQM, because cash intended to fund the 80%-owned Cobre Panama
copper development was used to fund the cash portion of the
transaction.  We currently expect FQM (Akubra) to post about
$0.4 billion of negative free operating cash flow (FOCF) in 2013,
increasing to $1.3 billion negative FOCF in 2014.  We also expect
the company to report high leverage of 4.0x-5.0x in 2013-2014,
versus a net cash position of $1.5 billion at the end of the first
quarter 2013.  However, we assume that FQM will attract long-term
funding to support Cobre Panama," S&P said.

"We continue to assess FQM (Akubra)'s business risk profile as
"weak" based on its exposure to volatile base metals prices, the
short reserve lives of its production assets, and its fairly
limited operating diversity, which is counterbalanced by an
attractive second-quartile cost position and balanced earnings
base.  We think that the company will benefit from its parent's
good track record in mine construction, but execution risks on the
project remain significant in our view," S&P added.

"The rating on FQM (Akubra) includes a one-notch uplift from the
SACP to factor in support from parent FQM. Supportive factors
include FQM's 100% ownership, the shared name, and the strategic
importance of the subsidiary for the wider FQM group.  We also
note positively the existence of a cross-default clause included
in the $2.5 billion revolving credit facility (RCF), which is
guaranteed by FQM. Constraining factors are the lack of a parental
guarantee for the outstanding $2 billion bonds and the Cobre
Panama project's substantial execution risks," S&P noted.

The stable outlook reflects S&P's expectation that FQM (Akubra)
will continue to generate positive FOCF from its existing assets
in Spain, Turkey, and Finland.  It also factors in S&P's
anticipation of financial support from its parent FQM for the
construction of Cobre Panama and for funding of the sizeable
negative FOCF expected until 2016.

S&P could lower the ratings if the company faced significant
delays or difficulties in developing Cobre Panama and we perceived
diminishing parental support from FQM.

S&P currently do not anticipate rating upside for FQM (Akubra)
because of its highly leveraged financial risk profile, with
credit metrics expected to gradually deteriorate until 2016
because of high capex for Cobre Panama.  For rating upside to
materialize over the medium term, S&P would expect the execution
risks attached to the development of Cobre Panama to be
substantially reduced.


GENERAL MOTORS: Court Clears Deal on New York Superfund Site
------------------------------------------------------------
Yogita Patel writing for Dow Jones' DBR Small Cap reports that a
$5.5 million settlement between the former General Motors Corp.,
or "old GM," and the government to resolve claims for
environmental liabilities related to a Superfund site in New York
received court approval Wednesday.

                       About General Motors

With its global headquarters in Detroit, Michigan, General Motors
Company (NYSE:GM, TSX: GMM) -- http://www.gm.com/-- is one of
the world's largest automakers, traces its roots back to 1908.
GM employs 208,000 people in every major region of the world and
does business in more than 120 countries.  GM and its strategic
partners produce cars and trucks in 30 countries, and sell and
service these vehicles through the following brands: Baojun,
Buick, Cadillac, Chevrolet, GMC, Daewoo, Holden, Isuzu, Jiefang,
Opel, Vauxhall, and Wuling.  GM's largest national market is
China, followed by the United States, Brazil, the United Kingdom,
Germany, Canada, and Italy.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.

General Motors Co. was formed to acquire the operations of
General Motors Corp. through a sale under 11 U.S.C. Sec. 363
following Old GM's bankruptcy filing.  The U.S. government once
owned as much as 60.8% stake in New GM on account of the
financing it provided to the bankrupt entity.  The deal was
closed July 10, 2009, and Old GM changed its name to Motors
Liquidation Co.

General Motors Corp. and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31, 2011.


GILBERT HOLDINGS: Updated Case Summary & Creditors' Lists
---------------------------------------------------------
Lead Debtor: Gilbert Holdings, LLC
             P.O. Box 4052
             Frankfort, KY 40604-4052

Bankruptcy Case No.: 13-30345

Chapter 11 Petition Date: June 26, 2013

Court: United States Bankruptcy Court
       Eastern District of Kentucky (Frankfort)

Debtors' Counsel: Jamie L. Harris, Esq.
                  DELCOTTO LAW GROUP PLLC
                  200 North Upper Street
                  Lexington, KY 40507
                  Tel: (859) 231-5800
                  E-mail: jharris@dlgfirm.com

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

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

Affiliates that simultaneously filed separate Chapter 11
petitions:

   Debtor                              Case No.
   ------                              --------
Gilbert Contracting, LLC               13-30346
  Assets: $0 to $50,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Troy A. Gilbert, member.

A. Gilbert Holdings, LLC did not file a list of its largest
unsecured creditors together with its petition.

B. Gilbert Contracting, LLC did not file a list of its largest
unsecured creditors together with its petition.


GMX RESOURCES: Wants 2 Creditors' Committee Members Out
-------------------------------------------------------
GMX Resources Inc., et al., asked the U.S. Bankruptcy Court for
the Western District of Oklahoma to remove Brian Burr and American
Stock Transfer & Trust Company, LLC, as members of the Official
Committee of Unsecured Creditors appointed in the Chapter 11
cases.

According to the Debtors, Mr. Burr, a preferred shareholder who
owns in excess of $10 million in par value of GMX preferred stock,
has a conflict of interest.  In response to the Debtors, Mr. Burr
argued that he is a preferred shareholder and an unsecured
creditor in the Debtors' Chapter 11 cases and he did not request
his appointment to the Creditors' Committee.  Mr. Burr added that
he has been an active member of the Creditors' Committee
participating in most, if not all, of the scheduled telephonic
meetings and has provided valuable input to the Official
Committee.  The Debtors, Mr. Burr further argued, have failed to
articulate any wrongdoing on his part or any improper interference
in the bankruptcy or committee process that should result in his
removal from the Creditors' Committee.

With respect to AST, as indenture trustee for the Senior Secured
Priority Notes due 2018, the Creditors' Committee stated that AST
is, at present, an unsecured (if not undersecured) creditor of the
Debtors.  In the event it is later determined that there are
sufficient proceeds available in the Chapter 11 cases to pay the
first lien lenders in full and make a distribution to junior
creditors, it would likely be appropriate for AST to resign at
that time, the Creditors' Committee added.

Mr. Burr is represented by Neal Tomlins, Esq. --
Neal@tplawtulsa.com -- at TOMLINS & PETERS, PLLC, in Tulsa,
Oklahoma, and E. F. Mano DeAyala, Esq. -- deayala@buckkeenan.com -
- at Buck Keenan LLP, Houston, Texas.

The Committee is represented by Jennifer Heald Castillo, Esq. --
jcastillo@hallestill.com -- Steven W. Soule, Esq., and Bonnie N.
Hackler, Esq. -- bhackler@hallestill.com -- at HALL, ESTILL,
HARDWICK, GABLE, GOLDEN & NELSON, P.C., in Tulsa, Oklahoma; and
Larry G. Ball, Esq. -- lball@hallestill.com -- at HALL, ESTILL,
HARDWICK, GABLE, GOLDEN & NELSON, P.C., in Oklahoma City, OK; and
Jason S. Brookner, Esq. -- jbrookner@lrmlaw.com -- Micheal W.
Bishop, Esq., and Lydia R. Webb, Esq., at LOOPER REED & McGRAW
P.C., in Dallas, Texas.

                       About GMX Resources

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

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

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

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

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

The Official Committee of Unsecured Creditors originally tapped
Winston & Strawn LLP as its counsel.  Winston Strawn was replaced
by Looper Reed & McGraw LLP.


GMX RESOURCES: Committee's Counsel Replaced
-------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of GMX Resources Inc., et al., were given
authority by the U.S. Bankruptcy Court for the Western District of
Oklahoma to name Looper Reed & McGraw P.C. as its new counsel.

Looper Reed is substituted as the Committee's counsel in place of
Winston & Strawn LLP, effective as of April 25, 2013.  The
Committee's employment of Winston & Strawn as counsel for the
Committee is terminated effective April 25, 2013.

                       About GMX Resources

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

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

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

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

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

The Official Committee of Unsecured Creditors originally tapped
Winston & Strawn LLP as its counsel.  Winston Strawn was replaced
by Looper Reed & McGraw LLP.


GREEN STAR: Dist. Court Won't Vacate Case Dismissal Order
---------------------------------------------------------
Cowpens, LLC, appeals the bankruptcy's court's denial of its
motion for a determination that real property was not part of
Green Star Town House Apartments, Inc.'s bankruptcy estate.  The
parties agree that the appeal is moot.  Pending is Cowpens's
motion to vacate the bankruptcy court's order.  In a June 11, 2013
Memorandum Opinion available at http://is.gd/4KMcJwfrom
Leagle.com, Maryland District Judge William D. Quarles, Jr.,
denied Cowpens' motion and its appeal is dismissed as moot.

Green Star's sole asset was a town house at 4000 Maine Avenue,
Gwynn Oak, Maryland that it owned in fee simple.  Its liabilities
were $36,468.00 in delinquent taxes to Baltimore City.

On May 17, 2010, Cowpens purchased the Property at a tax sale.  On
April 25, 2011, Cowpens filed for foreclosure in the Circuit Court
for Baltimore City, Maryland.  On June 5, 2012, a final hearing
was held before Judge Evelyn O. Cannon.  Judge Cannon indicated
that unless Green Star redeemed the property, the judgment of
foreclosure would be signed.

On June 13, 2012, Green Star filed a voluntary Chapter 11 petition
(Bankr. D. Md. Case No. 12-21120), listing under $1 million in
both assets and debts.  A copy of the petition is available at
http://bankrupt.com/misc/mdb12-21120.pdf David Edwin Solan, Esq.
-- info@davidsolanlaw.com -- at Law Office of David E. Solan.

On July 5, 2012, the Circuit Court case was stayed because of the
bankruptcy filing; no foreclosure order was entered.

On July 21, 2012, Cowpens moved for a determination that the
Property was not an asset of the bankruptcy estate because of the
tax sale.  On Nov. 15, 2012, U.S. Bankruptcy Judge Robert A.
Gordon denied the motion.  On Dec. 14, 2012, Cowpens appealed,
asserting that the bankruptcy court's order was a final order or,
alternatively, requesting leave to appeal.  Green Star did not
file a brief.

On Jan. 28, 2013, Cowpens moved to dismiss the bankruptcy case,
asserting that Green Star had grossly mismanaged the bankruptcy
estate.  On March 21, 2013,4 the bankruptcy court dismissed the
case with prejudice.

On April 10, 2013, the Court directed the parties to file
memoranda addressing whether this appeal was mooted by the
dismissal of the bankruptcy case.  On April 26, 2013, Green Star
responded, asserting that the appeal is moot because Cowpens
obtained the relief it sought.  On April 27, 2013, Cowpens
acknowledged that the appeal is moot and moved to vacate the
bankruptcy court's order.   It asserts that the bankruptcy court's
order "will remain on record and may create adverse issues of
collateral estoppel," and "it should not be bound by its continued
'of record' status which could be raised against it in other
cases."

According to Judge Quarles, Cowpens is at least partially at fault
for the appeal's mootness.  Although the bankruptcy court
apparently found that Green Star had mismanaged the bankruptcy
estate, Cowpens filed the motion that led to the case's dismissal
and its subsequent victory.  Because Cowpens sought, and received
dismissal, the bankruptcy court's order became "unreviewed by
[Cowpens's] own choice." This does not favor vacatur.  Because
Cowpens was at fault for the mootness of the appeal and the public
interest favors retention of the order as precedent, Cowpens's
motion to vacate will be denied.

The case before the District Court is, COWPENS, LLC, Appellant,
v. GREEN STAR TOWN HOUSE APARTMENTS, INC., Appellee, Civil No.
WDQ-12-3683 (D. Md.).


HANDY HARDWARE: Plan Exclusivity Period Extended Until Aug. 9
-------------------------------------------------------------
U.S. Bankruptcy Court for the District of Delaware extended
Hardware Wholesale, Inc.'s exclusive periods to file a proposed
Chapter 11 Plan until Aug. 9, 2013, and solicit acceptances for
that Plan until Oct. 18, respectively.

The Debtor has already filed a plan to exit bankruptcy, and has
scheduled a July 25 hearing to confirm the Plan.

The June 25, 2013 edition of the Troubled Company Reporter, citing
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reported that the Plan would allow Littlejohn Management Holdings
to acquire the business in return for a $4 million contribution.
The Plan calls for paying off or rolling over working capital
financing from first-lien lender Wells Fargo Bank NA.  Capital One
Bank USA NA, with liens on warehouses in Houston and Meridian,
Mississippi, will receive title to both facilities and lease the
Houston property back to the purchaser.  The Mississippi warehouse
was closed.  Capital One is owed $25.8 million.

The Bloomberg report said unsecured creditors have claims from
$35 million to $56 million.  For a recovery of 8 percent to
12 percent, they will receive what's left from the $4 million
after paying costs of winding down the Chapter 11 case.  For
unsecured creditors, a significant feature the plan is the waiver
of claims to sue for preferences, or payments received with 90
days of bankruptcy.

The company is owned by the retailers it serves.  Although the
owners' equity interests will be extinguished, they will receive
incentives to continue doing business.

              Plan Support Agreement With Littlejohn

Hardware Wholesale has filed papers with the Bankruptcy Court
seeking approval of a Plan Support Agreement with Littlejohn
Management Holdings, LLC, and Littlejohn Management Holdings, LLC,
and Littlejohn's affiliate, HH Acquisition LLC (buyer) dated May
31, 2013.

According to the parties, the Plan Support Agreement forms basis
for the Debtor's Amended Plan which marks substantial step toward
the conclusion of the Chapter 11 case.  The Plan Support Agreement
provides opportunity for continued business operations under new
ownership of buyer, through sale of substantially all of the
Debtor's assets under what the Debtor expects will be a consensual
Amended Plan.

The Amended Plan, as outlined in the Plan Support Agreement would
provide for, among other things: (i) indefeasible payment in full
in cash of the Debtor's DIP Financing facility provided by Wells
Fargo or before Aug. 9, 2013; (ii) payment or assumption of
allowed administrative claims in full, including all allowed
claims under Section 503(b)(9); (iii) funding of a significant
contribution ($4,000,000) to provide a pro rata return to holders
of general unsecured claims and fund a budget for the wind-down of
the Debtor's estate; (iv) waiver of substantially all avoidance
actions, except for certain parties that will be specifically
identified as part of the plan supplement; (v) establishment by
buyer of a loyalty program for certain qualifying members who wish
to continue to do business with Handy post-effective date; and
(vi) the elimination of 2 percent warehouse fee which is currently
charged to members on certain purchases.

The Amended Plan, as contemplated by the plan support agreement,
would provide for the buyer to acquire, subject to certain
conditions, substantially all of the Debtor's assets and the
assumption of certain of the Debtor's liabilities, which
acquisition will be effected as the assets purchase through the
Amended Plan.

Copies of the Plan Support Agreement and the Amended Plan are
available for free at

      http://bankrupt.com/misc/HANDYHARDWARE_plansupport.pdf
      http://bankrupt.com/misc/HANDY_HARDWARE_1amendedds.pdf

A July 25 hearing at 1 p.m. has been set to consider confirmation
of the Debtor's First Amended Plan of Reorganization dated May 31,
2013.  Written ballots accepting or rejecting the Plan are due
July 18.

                      About Handy Hardware

Handy Hardware Wholesale, Inc., filed a Chapter 11 petition
(Bankr. D. Del. Case No. 13-10060) on Jan. 11, 2013.

Handy Hardware is engaged in the business of buying goods from
vendors and selling those goods at a discounted price to its
members for sale in their retail stores.  Handy Hardware, which
has 300 employees, is operating on a cooperative basis and is
completely member-owned, with over 1,000 members.  The Debtor's
warehouse facilities are located in Houston, Texas, and in
Meridian, Mississippi.  Trucking services are provided by Averitt
Express, Inc., and Trans Power Corp.  Its members operate 1,300
retail stores, home centers, and lumber yards.  The members are
located in 14 states throughout the U.S. as well as in Mexico,
South America, and Puerto Rico.

William P. Bowden at Ashby & Geddes, P.A., serve as the Debtor's
counsel. MCA Financial serves as financial advisor.  Donlin Recano
serves as claims and noticing agent.  The Debtor disclosed
$79,169,106 in assets and $77,605,085 plus an unknown in
liabilities as of the Chapter 11 filing.

A seven-member official committee of unsecured creditors has been
appointed in the case.  Gellert Scali Busenkell & Brown, LLC
represents the Committee.

Wells Fargo is providing a $30 million revolving credit to finance
operations in Chapter 11.


HAYDEL PROPERTIES: Court Approves Plan Outline, Changes
-------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Mississippi
has approved the First Amended Disclosure Statement dated Feb. 21,
2013, explaining Haydel Properties, LP's Chapter 11 Plan.

The Court also approved the changes by agreement with the
objecting parties, People's Bank and BancorpSouth Bank.

A copy of the changes is available for free at
http://bankrupt.com/misc/HAYDELPROPERTIES-ds-order.pdf

As reported by the Troubled Company Reporter on April 24, 2013,
BancorpSouth Bank and The Peoples Bank, in Biloxi, Mississippi
objected to the approval of the first amended disclosure statement
for Haydel's proposed Chapter 11 Plan.

As reported by the TCR on April 4, 2013, according to the first
amended disclosure statement, the Plan was conceived by management
as an alternative to the more drastic measures available for
restructuring the Company's debt, such as total liquidation of
equipment and properties.  The Debtor will continue to operate
the rental business and market numerous parcels of real property.
A part of the Debtor's plan is the intent to sell a number of
parcels of real property owned by the Debtor.  The Debtor has
entered into a listing agreement with Jonathan Bell of Cameron
Bell Properties and Coldwell Banker Aphonso Realty to lease or
sell multiple parcels of real property.

The Debtor has said there are sufficient funds to make the
repairs on the downtown Gulfport building and repairs to a parcel
on Eisenhower Drive.  The Debtor believes that the Plan is
feasible.  If there be unexpected expenses and there be a
shortfall in income, the equity security holders will make capital
contributions to cover any shortfall.

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/HAYDEL_PROPERTIES_ds_1amended.pdf

                    About Haydel Properties LP

Haydel Properties LP, based in Biloxi, Mississippi, filed for
Chapter 11 bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on
Jan. 11, 2012.  Judge Katharine M. Samson presides over the case.
Christy Pickering serves as accountant.  The Debtor disclosed
$11.7 million in assets and $6.8 million in liabilities as of the
Chapter 11 filing.


HINTO ENERGY: Incurs $180K Net Loss in First Quarter
----------------------------------------------------
Hinto Energy, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $180,164 on $11,631 of revenue for the
three months ended March 31, 2013, compared with a net loss of
$237,659 on $nil revenue for the same period last year.

The Company's balance sheet at March 31, 2013, showed $1.2 million
in total assets, $1.2 million in total liabilities, and
stockholders' equity of $2,766.

The Company reported an accumulated deficit of $2.8 million as of
March 31, 2013.  At March 31, 2013, the Company had a working
capital deficit of $474,482.

A copy of the Form 10-Q is available at http://is.gd/Vpm3kO

Arvada, Colo.-based Hinto Energy, Inc., was incorporated on
Feb. 13, 1997, in the state of Wyoming.  The Company and its
wholly-owned subsidiary, South Uintah Gas Properties, Inc., are
involved in the acquisition and development of oil and gas
prospects in the rocky mountain region.  The Company has oil and
gas leases, wells and new drilling prospects in both Utah and
Montana.

                           *     *     *

B F Borgers CPA PC, in Denver, Colo., expressed substantial doubt
about Hinto Energy's ability to continue as a going concern in
their audit report on the Company's financial statements for the
year ended Dec. 31, 2013, citing the Company's significant
operating losses.


ICP STRATEGIC: Chapter 15 Case Summary
--------------------------------------
Chapter 15 Debtor: ICP Strategic Credit Income Fund Ltd.
                     ICP Structured Credit Income Fund Ltd.
                   Grant Thornton Specialist Services
                   10 Market Street #765, Camana Bay
                   Grand Cayman KY1-9006

Chapter 15 Case No.: 13-12116

Chapter 15 Petition Date: June 28, 2013

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Chapter 15 Debtor's Counsel: William T. Reid, IV, Esq.
                             REID COLLINS & TSAI LLP
                             One Penn Plaza, 49th Floor
                             New York, NY 10119
                             Tel: (212) 344-5200
                             Fax: (212) 344-5299
                             E-mail: wreid@rctlegal.com

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

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

The petition was signed by Hugh Dickson, as joint official
liquidator.

Affiliate that simultaneously filed Chapter 15 petition:

     Debtor                                            Case No.
     ------                                            --------
ICP Strategic Credit Income Master Fund Ltd.         13-bk-12136


IGPS COMPANY: Auction Plan Gets Nod, But Judge Wary Of Price
------------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that a Delaware
bankruptcy judge gave his nod to plastic-pallet maker iGPS Co.
LLC's plan to auction itself off, but said his final approval of
the actual sale was far from a sure thing unless the floor price
set by a joint venture that includes two private equity firms goes
up "considerably."

According to the report, U.S. Bankruptcy Judge Kevin Gross said he
had concerns on the stalking horse bid that includes a $36 million
credit bid from a joint venture of Balmoral Funds LLC, One Equity
Partners and other investors.

                          About iGPS Co.

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

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

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

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

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


IKARIA ACQUISITION: Moody's Keeps CFR Over New Refinancing Terms
----------------------------------------------------------------
Moody's Investors Service said that Ikaria Acquisition Inc.'s
ratings, including its B2 Corporate Family Rating and negative
rating outlook, are not affected by the revised transaction
structure.

Ikaria, headquartered in Hampton, New Jersey, develops and
manufactures products aimed at the critical care market. The
company's current product, INOMAX(R) therapy, delivers nitric
oxide (NO), a pharmaceutical drug delivered in gas form, for
inhalation through a proprietary delivery system. For the twelve
months ended March 31, 2013, Ikaria generated revenues of
approximately $361 million.

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


IN THE PLAY: Aug. 8 Hearing on Trustee and Case Conversion Bid
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
will convene a hearing on Aug. 8, 2013, at 9 a.m., to consider
motions and supplement filed by secured lenders Maxx Holdings,
Inc. and Sports Equity Fund 2, LLC to:

   1. appoint a Chapter 11 trustee in the case of In The Play; and

   2. convert the Chapter 11 case of the Debtor to one under
      Chapter 7 of the Bankruptcy Code.

The secured creditors said the Debtor has no operations, no
employees and no means to generate revenue until possibly some
unknown point in the future.  The Debtor does not have the
liquidity to pay for current expenses, let alone sustain future
expenses.

The request for appointment of a trustee to replace management was
first reported by the Troubled Company Reporter on March 14, 2013.
The secured creditors argued that James A. Aman, ITP's president
and chief executive officer, has taken a promising company with
patents and other intellectual property and has grossly mismanaged
it until the company has become helplessly insolvent.

"The actions of ITP's current management present a sorry tale of
mismanagement, and breaches of fiduciary duty to ITP's creditors
and shareholders that warrant the emergency appointment of a
Chapter 11 trustee to oversee the reorganization of the Debtor's
estate," the Secured Creditors said in court filings.

According to the secured creditors, Mr. Aman's management of ITP
has been marked by a long series of acts of incompetence and gross
mismanagement.  Under Mr. Aman's management, the Debtor began to
experience periods of insolvency beginning in at least
October/November 2011.  By July 2012, the Debtor was informing its
investors and creditors that "for all intents and purposes we are
out of money."

"After admitting ITP's insolvency, Aman's management of ITP's
business and operation has been neither prudent nor reasonable.
Aman informed the Secured Lenders that his primary concern was
protecting the assets of the Debtor from the Secured Lenders and
stated that he would take steps to protect the assets of ITP from
creditors and make sure that creditors are paid as little as
possible over the longest time period allowed," according to the
court filings.

Maxx and SEF 2, which are owed $1.33 million and $537,854 under
certain debentures, asserted that to protect and prevent further
immediate and material harm to the interest of ITP's creditors and
ITP itself, Mr. Aman must be removed post haste from management
and replaced by a disinterested chapter 11 trustee to oversee the
Debtor's reorganization.

The secured creditors are represented by Eric Lopez Schnabel,
Esq., at Dorsey & Whitney LLP.

                        About In The Play

Three alleged creditors filed an involuntary Chapter 11 petition
for Lansdale, Pennsylvania-based In The Play, Inc., (Bankr. E.D.
Pa. Case No. 13-11666) in Philadelphia on Feb. 27, 2013.  The
petitioners are Richard Strauss (with $479,443 in claims), JAAZ,
LLC ($409,166) and Andrew Michelin ($157,522).  Garabed Kendikian,
Esq., at the Law Offices of Charles Kendikian, LLC, serves as
counsel to the petitioners.

On May 10, 2013, the Court entered an order for relief placing In
the Play under bankruptcy protection.  The Debtor tapped Jeffrey
R. Waxman, Esq., at Morris James LLP as counsel.


IN THE PLAY: Taps Edward Gavin as CRO and to Assist in 363 Sale
---------------------------------------------------------------
In The Play, Inc., asks the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania for permission to employ Gavin/Salmonese,
LLC and designate Edward T. Gavin CTP as chief restructuring
officer for the Debtor's estate.

Mr. Gavin will, among other things:

   -- direct communication with the Debtor's legal counsel,
      lenders, vendors, customers and employees; and

   -- review any bids received for the Debtor's assets pursuant to
      any contemplated sale under Section 363 of the Bankruptcy
      Code and exercise its business judgment as to determination
      of the highest and best bid.

The hourly rates of the firm's personnel are:

         Principals & Managing Directors       $400 - $600
         Senior Directors                      $300 - $550
         Senior Consultant & Directors         $225 - $350
         Other Professional Staff              $125 - $250

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

                        About In The Play

Three alleged creditors filed an involuntary Chapter 11 petition
for Lansdale, Pennsylvania-based In The Play, Inc., (Bankr. E.D.
Pa. Case No. 13-11666) in Philadelphia on Feb. 27, 2013.  The
petitioners are Richard Strauss (with $479,443 in claims), JAAZ,
LLC ($409,166) and Andrew Michelin ($157,522).  Garabed Kendikian,
Esq., at the Law Offices of Charles Kendikian, LLC, serves as
counsel to the petitioners.

On May 10, 2013, the Court entered an order for relief placing In
the Play under bankruptcy protection.  The Debtor tapped Jeffrey
R. Waxman, Esq., at Morris James LLP as counsel.


IN THE PLAY: Taps Stradley Ronon as Special IP Counsel
------------------------------------------------------
In The Play, Inc., asks the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania for permission to employ Stradley Ronon
Stevens & Young, LLP, as special intellectual property counsel.

Since December 2010, Stradley has represented the Debtor in
connection with certain intellectual property interests, including
preparing, filing, or prosecuting four U.S. and international
patent applications.  Stradley Ronon partner, Kevin R. Casey, Esq.
-- kcasey@stradley.com -- who chairs Stradley Ronon's IP Group,
also represented the Debtor while at his former firm,
RatnerPrestia.

The personnel assigned to the case and their hourly rates are:

Kevin R. Casey, partner
  (Patent Preparation and Prosecution)            $400

Kevin R. Casey, partner
   (Non-Prosecution, e.g. Opinions)               $605

Linda M. Keller, paralegal,
    (All)                                          $170

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

                        About In The Play

Three alleged creditors filed an involuntary Chapter 11 petition
for Lansdale, Pennsylvania-based In The Play, Inc., (Bankr. E.D.
Pa. Case No. 13-11666) in Philadelphia on Feb. 27, 2013.  The
petitioners are Richard Strauss (with $479,443 in claims), JAAZ,
LLC ($409,166) and Andrew Michelin ($157,522).  Garabed Kendikian,
Esq., at the Law Offices of Charles Kendikian, LLC, serves as
counsel to the petitioners.

On May 10, 2013, the Court entered an order for relief placing In
the Play under bankruptcy protection.  The Debtor tapped Jeffrey
R. Waxman, Esq., at Morris James LLP as counsel.  Gavin/Salmonese,
LLC's Edward T. Gavin serves as chief restructuring officer.


IN THE PLAY: Hearing Today on Bid to Hire Morris James as Counsel
-----------------------------------------------------------------
In The Play Inc. will appear in U.S. Bankruptcy Court for the
Eastern District of Pennsylvania today, July 3, to seek permission
to employ Morris James LLP as counsel.

The hourly rates of the firm's personnel are:

         Jeffrey R. Waxman, partner          $480
         Eric J. Monzo, associate            $360
         William W. Weller, paralegal        $220
         Jamie L. Dawson, paralegal          $205

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

                        About In The Play

Three alleged creditors filed an involuntary Chapter 11 petition
for Lansdale, Pennsylvania-based In The Play, Inc., (Bankr. E.D.
Pa. Case No. 13-11666) in Philadelphia on Feb. 27, 2013.  The
petitioners are Richard Strauss (with $479,443 in claims), JAAZ,
LLC ($409,166) and Andrew Michelin ($157,522).  Garabed Kendikian,
Esq., at the Law Offices of Charles Kendikian, LLC, serves as
counsel to the petitioners.

On May 10, 2013, the Court entered an order for relief placing In
the Play under bankruptcy protection.  The Debtor tapped Jeffrey
R. Waxman, Esq., at Morris James LLP as counsel.  Gavin/Salmonese,
LLC's Edward T. Gavin serves as chief restructuring officer.


IN THE PLAY: Sec. 341 Meeting of Creditors on July 11
-----------------------------------------------------
A meeting of creditors under 11 U.S.C. Sec. 341 is scheduled for
July 11 at 11:00 a.m. in the Chapter 11 case of In The Play Inc.
The meeting will be held at 833 Chestnut Street, Suite 501, in
Philadelphia.

                        About In The Play

Three alleged creditors filed an involuntary Chapter 11 petition
for Lansdale, Pennsylvania-based In The Play, Inc., (Bankr. E.D.
Pa. Case No. 13-11666) in Philadelphia on Feb. 27, 2013.  The
petitioners are Richard Strauss (with $479,443 in claims), JAAZ,
LLC ($409,166) and Andrew Michelin ($157,522).  Garabed Kendikian,
Esq., at the Law Offices of Charles Kendikian, LLC, serves as
counsel to the petitioners.

The Court on May 10, 2013, entered an order for relief placing In
the Play under bankruptcy protection.


INDYMAC BANCORP: Execs Can't Tap $80MM D&O Coverage, Circ. Ct Told
------------------------------------------------------------------
Evan Weinberger of BankruptcyLaw360 reported that ACE American
Insurance Co. and others urged the Ninth Circuit to deny access to
$80 million in directors and officers coverage to IndyMac Bancorp
Inc.'s bankruptcy trustee, the Federal Deposit Insurance Corp. and
the company's former officers and directors due to the timing of
their claims.

According to the report, ACE, Axis Insurance Co., Certain
Underwriters at Lloyd's of London and others argued in connection
with claims the FDIC, the trustee and IndyMac's former officers
and directors made to access eight separate D&O policies.

                      About Indymac Bancorp

Based in Pasadena, California, IndyMac Bancorp Inc. (NYSE:IMB) --
http://www.indymacbank.com/-- is the holding company for IndyMac
Bank FSB, a hybrid thrift/mortgage bank that originated mortgages
in all 50 states of the United States.  Through its hybrid thrift-
mortgage bank business model, IndyMac designed, manufactured, and
distributing cost-efficient financing for the acquisition,
development, and improvement of single-family homes.  IndyMac also
provided financing secured by single-family homes to facilitate
consumers' personal financial goals and strategically invests in
single-family mortgage-related assets.

On July 11, 2008, the Office of Thrift Supervision closed IndyMac
Bank and appointed FDIC as the bank's receiver.  Thacher Proffitt
& Wood LLP was engaged as counsel to the FDIC.

Indymac Bancorp filed for Chapter 7 bankruptcy protection (Bankr.
C.D. Calif., Case No. 08-21752) on July 31, 2008.  Representing
the Debtor are Dean G. Rallis, Jr., Esq., and John C. Weitnauer,
Esq.  Bloomberg noted that Indymac had about $32.01 billion in
assets as of July 11, 2008.  In court documents, IndyMac disclosed
estimated assets of $50 million to $100 million and estimated
debts of $100 million to $500 million.


INTERLINE BRANDS: Poor Performance Cues Moody's to Cut CFR to B3
----------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Interline Brands, Inc. (a Delaware Corp.), a national
distributor and direct marketer of broad-line maintenance, repair
and operations products, to B3 from B2 and its Probability of
Default Rating to B3-PD from B2-PD. The downgrade was primarily
the result of debt leverage metrics falling short of levels
required to support the current ratings.

In a related action, Moody's lowered the ratings on the senior
subordinated notes to B3 from B2 and the senior unsecured PIK
notes to Caa2 from Caa1. Moody's also affirmed the company's SGL-3
Speculative Grade Liquidity Rating. The rating outlook is stable.

The following ratings were affected by these actions:

Corporate Family Rating downgraded to B3 from B2;

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

$300 million senior subordinated notes due 2018 downgraded to B3
(LGD4, 50%) from B2 (LGD3, 46%);

$365 million senior unsecured PIK notes due 2018 downgraded to
Caa2 (LGD5, 85%) from Caa1 (LGD5, 84%);

Speculative Grade Liquidity Rating affirmed at SGL-3

Ratings Rationale:

The downgrade of Interline's Corporate Family Rating to B3 from B2
stems from the company's inability to meet Moody's expectations
for debt reduction and operating performance since the acquisition
by Goldman Sachs Capital Partners and P2 Capital Partners in
September 2012. As of the end of the first quarter of 2013,
Interline's key credit metrics fell short of levels previously
identified as thresholds for potential negative rating actions,
and liquidity was weaker due to greater than expected use of the
revolving credit facility.

The B3 Corporate Family rating primarily reflects Moody's
expectations that Interline's debt leverage will remain elevated
over the next 12 to 18 months. Adjusted debt-to-EBITDA as of March
29, 2013 stood at 6.9 times, slightly higher than after the
leveraged buyout of the company. Despite expectations for some
operating performance improvement, Moody's projections indicate
adjusted debt leverage greater than 6.25 times by mid-2014. Also
factored into the rating is Moody's view that interest coverage
could weaken to approximately 1.5 times over this period, compared
with 1.8 times for the 12 months ended March 29, 2013 (all ratios
incorporate Moody's standard accounting adjustments). In addition,
the rating takes into consideration Interline's continued debt-
financed acquisitions of lower margin businesses, which take time
to integrate before the full benefits of synergies can be
realized.

However, the B3 rating is supported by Interline's ability to
consistently generate cash flow (net of one-time merger-related
costs), as well as, the relatively stable demand for most of its
products. Over 50% of total revenues are derived from sales of
janitorial/sanitation and plumbing products that benefit from
relatively non-cyclical demand, particularly from large multi-
family housing properties and institutional facilities,
contributing to top-line stability. The company also benefits from
a broad, national distribution network, as well as a diverse
customer and supplier base.

The stable outlook reflects Moody's view that consistent demand
from Interline's key end markets will enable it to continue
generating healthy free cash flow until a sustainable economic
recovery takes hold. This should allow the company to gradually
reduce balance sheet debt over the next 12 to 18 months.

The lowering of the ratings on Interline's senior subordinated
notes due 2018 to B3 from B2 and the senior unsecured PIK notes
due 2018 to Caa2 from Caa1 results from the downgrade of the
company's corporate family rating.

An upgrade of Interline's ratings is unlikely at this time as the
company remains highly leveraged for the current rating. The
company must demonstrate the ability to extract greater value from
its recent acquisitions through improved organic growth rates.
Positive rating actions may be taken if the company is able to
achieve and maintain (EBITDA-Capex)-to-interest expense above 2.0
times and debt-to-EBITDA sustained below 4.5 times (all ratios
incorporate Moody's standard adjustments).

Interline's ratings or outlook could come under pressure if the
company's liquidity profile deteriorates further or if operating
performance weakens such that EBITA margin remains in the mid-
single digits. Also, the rating or outlook could be revised
downward if Interline continues to pursue large, debt-financed
acquisitions. (EBITDA-Capex)-to-interest expense sustained below
1.5 times or debt-to-EBITDA sustained above 6.0 times could result
in rating pressures (all ratios incorporate Moody's standard
accounting adjustments).

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

Interline Brands, Inc., headquartered in Jacksonville, FL, is a
national distributor and direct marketer of broad-line
maintenance, repair and operations products. Goldman, Sachs & Co.,
through its affiliates, is the majority owner of Interline,
followed by P2 Capital Partners through its respective affiliates.
Revenues for the 12 months ended March 29, 2013 totaled
approximately $1.4 billion.


JEFFERSON COUNTY, AL: Files Plan to End Bankruptcy, Adjust Debt
---------------------------------------------------------------
Steven Church & Dawn McCarty, writing for Bloomberg News, reported
that Jefferson County, Alabama, filed a plan to end the biggest
U.S. municipal bankruptcy later this year by cutting $1.2 billion
in principal payments to investors holding defaulted sewer-related
debt.

According to the report, less than $100 million of the county's
$4.2 billion in debt will be paid with no changes to the terms of
the original lending documents.  Sewer warrant holder JPMorgan
Chase & Co. will collect 31 percent of what it is owed, while some
general obligation bondholders will lose the right to collect
penalty fees and a higher, default interest rate.

The sewer warrant reductions mark the first time U.S. investors
holding municipal debt have been forced as part of a bankruptcy
case to take losses on the principal owed to them, the report
said.

"The plan solves both of the problems that prompted the commission
to file the largest Chapter 9 bankruptcy case," Jefferson County
Commissioner David Carrington said in an e-mailed statement to
Bloomberg. In addition to struggling with the sewer debt, the
county missed payments on general-obligation bonds backed by
taxes.

The plan is based on a settlement announced last month that
included JPMorgan, seven hedge funds and a group of bond insurers,
which together hold about $2.4 billion of the debt, the report
related. The group will split about $1.84 billion, with JPMorgan
taking the biggest cuts, collecting $375 million of the $1.22
billion it is owed, according to the plan filed yesterday in U.S.
Bankruptcy Court in Birmingham, Alabama.

                      About Jefferson County

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

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

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

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

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

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

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

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


JEH COMPANY: Hearing on Bid to Use Cash Collateral on Aug. 7
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas will
convene a hearing Aug. 7, 2013, at 10:30 a.m., to consider JEH
Company's motion to use cash collateral.

The bankruptcy judge on June 10 signed an agreed order granting
the continued use of cash collateral in which Frost Bank asserts
an interest.

As reported by the Troubled Company Reporter on June 7, 2013,
JEHCO has identified Frost Bank as lender asserting liens against
assets that constitute cash collateral.  Frost Bank is owed $3.5
million in principal under a loan to JEHCO and $2.55 million in
principal under a loan to debtor JEH Stallion Station, Inc., and
non-debtor JEH Pipeline Co. Inc.

JEHCO says that interim use of cash collateral will be limited to
only those expenses that are actual and necessary in connection
with the continued operation of the business.

The Debtor states that it will offer "fair protection" to the
secured creditor, included but not limited to providing regular
reporting consistent with the reporting provided to the United
States Trustee, reasonable additional reporting generally prepared
by the Debtor or which may be prepared by the Debtor without undue
burden, and a replacement lien to protect against the diminution
of the value of the estate of the Debtor.

                         About JEH Company

JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.

JEH Company estimated at least $10 million in assets and
liabilities.

Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in
Ft. Worth, serves as counsel to the Debtors.

JEH Company was organized in 1982 by Jim and Marilyn Helzer.
According to http://www.jehroofingcompany.com/JEHCO buys roofing
material directly from the manufacturer and sell it to
contractors, builders, and homeowners.  JEH Leasing owns and
leases equipment and vehicles primarily for use in the business of
JEHCO.  Stallion is in the quarter horse and thoroughbred horse
business.


KAHN FAMILY: Wins Approval to Hire Levy Law Firm
------------------------------------------------
Kahn Family, LLC, and Kahn Properties South, LLC sought and
obtained approval from the U.S. Bankruptcy Court to employ
R. Geoffrey Levy and the Levy Law Firm, LLC, as counsel.

Levy received a $75,000 retainer from the Debtor on April 15,
2013.  The hourly rates of Levy's personnel are:

         R. Geoffrey Levy, attorney            $425
         Susan M. Levy, attorney               $275
         Robin C. Osborne, senior paralegal    $150
         Brien P. Levy, paralegal              $120
         Whitney E. Wolfe, paralegal           $100

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

Kahn Family, LLC, and Kahn Properties South, LLC, filed bare-bones
Chapter 11 petitions (Bankr. D. S.C. Case Nos. 13-02354 and
13-02355) on April 22, 2013.  Kahn Family disclosed $50 million to
$100 million in assets and liabilities.  Geoffrey Levy, Esq., at
Levy Law Firm, LLC, serves as the Debtors' counsel.


KELLY INC: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Kelly, Inc.
          fdba Farmington Truck Repair
          dba Kelly Contracting
        P.O. Box 1997
        Farmington, NM 87499

Bankruptcy Case No.: 13-12169

Chapter 11 Petition Date: June 26, 2013

Court: United States Bankruptcy Court
       New Mexico (Albuquerque)

Judge: David T. Thuma

Debtor's Counsel: Arin Elizabeth Berkson, Esq.
                  MOORE, BERKSON & GANDARILLA, P.C.
                  3800 Osuna Rd NE, Ste #2
                  Albuquerque, NM 87109
                  Tel: (505) 242-1218
                  Fax: (505) 242-2836
                  E-mail: mbglaw@swcp.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/nmb13-12169.pdf

The petition was signed by Bret Kelly, vice president.


KIT DIGITAL: Insurers to Pay $6M to Resolve Securities Suits
------------------------------------------------------------
Kristin Jones writing for Dow Jones' DBR Small Cap reports that
KIT digital Inc.'s insurers have agreed to pay $6 million to
resolve a series of securities lawsuits tied to the tech company's

                         About KIT digital

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

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

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

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


LAKE PLEASANT: No Unsecured Creditors Who Are Not Insiders
----------------------------------------------------------
Lake Pleasant Group, LLP et al., filed with the Bankruptcy Court
the required list of creditors holding 20 largest unsecured
claims.  But the document is empty.  The Debtor is not required to
include in the list (1) persons who come within the definition of
"insider" set forth in 11 U.S.C. Sec. 101, and (2) secured
creditors.

                  About Lake Pleasant and DLGC II

Lake Pleasant Group, LLP, and affiliate DLGC II, LLC, sought
Chapter 11 protection (Bankr. D. Ariz. Case Nos. 13-09574 and
13-09576) in Phoenix on June 5, 2013.

The Debtors have tapped Wesley Denton Ray, Esq., and Philip R.
Rudd, Esq., at Polsinelli, P.C., as counsel.

LPG estimated at least $10 million in assets and liabilities.
DLGC II estimated at least $10 million in assets and liabilities
of less than $10 million.

LPG and DLGC II, LLC, first filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 11-10170) on April 13, 2011,
with Polsinelli PC on board as counsel.

Phoenix, Arizona-based LPG was formed for the purpose of
purchasing and developing 244 acres of real property located near
State Route 74 and Old Lake Pleasant Road in Peoria, Arizona.  In
the schedules filed in the original case, LPG disclosed assets of
$15,780,263 and liabilities of $10,301,552.


LAKELAND INDUSTRIES: Completes AloStar Financing Transactions
-------------------------------------------------------------
Lakeland Industries, Inc. on July 1 announced the completion of
financing transactions that combined a $15 million Senior Credit
Facility with AloStar Business Credit, a division of AloStar Bank
of Commerce, and a $3.5 million subordinated term loan, together
with a warrant for common stock, with LKL Investments, LLC, an
affiliate of Arenel Capital, a private equity fund.

Andy McGhee, President of AloStar Business Credit said, "We are
pleased to support Lakeland Industries, Inc. as they restructure
in order to move forward."  AloStar Business Credit provides
asset-based lending products nationwide to companies with
financing needs up to $20 million.

The proceeds from such financing were used to fully repay the
Company's former financing facility with TD Bank, N.A. in the
amount of approximately US$13.7 million.  Also repaid at closing
was the warehouse loan in Canada with a balance of Cdn$1,362,000
Canadian dollars (approximately US$1,320,000), payable to Business
Development Bank of Canada.  Management believes that the
conditions that were reported in its Form 10-K resulting in doubts
about its ability to continue as a going concern have now been
resolved as a result of the closing of this financing.  The
Company anticipates it will file an amended Form 10-K shortly.

Christopher J. Ryan commented, "Since we have completed our
refinancing of the TD Bank Credit Facility and alternately worked
with the investment bank of Raymond James for a year considering
all other possibilities, such as M&A transactions and financing
alternatives, among many others, we can now focus much more on the
turnaround currently being masked by the poor Brazilian results.
My goal and top management's goal is to turn this Company around
after having been hit by four significantly negative events all in
a short time: the loss of the DuPont license, the huge judgment
against the Company by a Brazilian Arbitration panel which
management feels strongly did not fit the facts, the impending
loss of the Company's line of credit with TD Bank and the loss of
half of the Brazil subsidiary's sales an as indirect result of the
arbitration judgment.  The first three events have been dealt with
successfully and the fourth we are about to address.

"As we previously disclosed, the issues we had with Brazil
directly and indirectly led to our violating covenants with our TD
Bank loan agreement which caused a default.  While TD Bank
refrained from exercising any remedies it had, it continued to
have the right to do so, as long as we were in default.  Further,
the loan facility with TD Bank was set to expire June 30, 2013.
The Company, therefore, has been in a liquidity shortage as a
result of these issues, leading to the going concern issues as
raised in our Form 10-K report.  We have dealt with some painful
issues, but we believe the financing transactions we have just
consummated are the best alternative we had and are in the long-
term interest of the Company and our stockholders.  As a result of
a stabilized financing situation and the ongoing operating
turnaround, we now expect to be in a stronger position to maximize
shareholder value, whatever course it should take.

"It should be noted that shareholder interests are paramount in
our mind.  The great majority of Lakeland's entire management team
took a voluntary 8% cash pay cut immediately after the loss of the
DuPont agreement in July 2011.  In October 2012, top management,
being the CEO, CFO and COO also took an additional 30% cash pay
cut in return for restricted stock that does not vest for two
years.  In my experience you rarely see public company management
do this. Additionally, the Board of Directors cut their
compensation significantly in May of 2013.  These actions were
taken in the best interest of the Company and our stockholders.

I believe the dilution involved with the issuance of the warrant
in connection with the incurrence of subordinated debt is very
manageable and allows a lender like this to make an investment in
Lakeland.  Management believes this is a favorable deal for
stockholders' value in the long term, given the more dilutive
offers made by all other parties talked to with similar investment
goals in Lakeland over the last year."

The following is a summary of the material terms of the
financings:

$15 million Senior Credit Facility

-- Borrowers are both Lakeland Industries, Inc. and its Canadian
operating subsidiary Lakeland Protective Wear Inc.

-- Borrowing pursuant to a revolving credit facility subject to a
borrowing base calculated as the sum of:

-- 85% of eligible accounts receivable as defined

-- The lesser of 60% of eligible inventory as defined or 85% of
net orderly liquidation value of inventory

-- In transit inventory in bound to the US up to a cap of
$1,000,000, subject to a satisfactory appraisal of Alabama real
estate

-- Receivables and inventory held by the Canadian operating
subsidiary to be included, up to a cap of $2 million of
availability

-- Amount available at closing was approximately $12.3 million

-- Collateral will be

-- A perfected first security lien on all of the Borrowers United
States and Canadian assets, other than its Mexican plant

-- Pledge of 65% of Lakeland US stock in all foreign subsidiaries
other than Canada subsidiary with 100% pledge of stock of its
Canadian subsidiaries

-- Collection

-- All customers of Borrowers must remit to a lockbox controlled
by Senior Lender or into a blocked account with all collection
proceeds applied against the outstanding loan balance

-- Maturity

-- An initial term of three years from the Closing Date

-- Prepayment penalties of 3%, if prepaid prior to the first
anniversary of Closing Date; 2% if prior to the second anniversary
and 1% if prior to the third anniversary of the Closing Date

-- Interest Rate

-- Rate equal to LIBOR rate plus 525 basis points

-- Floor of 6.25%

-- Initial rate of 6.25%

-- Fees: Borrowers shall pay to the Lender the following fees:

-- Origination fee of $225,000

-- 0.50% per annum on unused portion of commitment

-- A monthly, non-refundable collateral monitoring fee in the
amount of $3,000 per month

-- All legal and other out of pocket costs

-- Financial Covenants

-- Borrowers covenant that, from the closing date until the
commitment termination date and full payment of the obligations to
Senior Lender, Lakeland Industries, Inc. (the parent company),
together with its subsidiaries on a consolidated basis, excluding
its Brazilian subsidiary, shall comply with the following
additional covenants:

-- Fixed Charge Coverage Ratio. At the end of each fiscal quarter
of Borrowers, commencing with the fiscal quarter ending July 31,
2013, Borrowers shall maintain a Fixed Charge Coverage Ratio of
not less than 1.1 to 1.00 for the four quarter period then ending.

-- Minimum Quarterly Earnings Before Interest, Taxes, Depreciation
and Amortization ("EBITDA"). Borrowers shall achieve, on a rolling
basis as defined herein and excluding the operations of the
Borrower's Brazilian subsidiary, EBITDA of not less than the
following as of the end of each quarter as follows:

-- July 31, 2013 for the two quarters then ended, $2.1 million;

-- October 31, 2013 for the three quarters then ended, $3.15
million,

-- January 31, 2014 for the four quarters then ended, and
thereafter, $4.1 million

-- Capital Expenditures. Borrowers shall not during any Fiscal
Year make Capital Expenditures in an amount exceeding $1 million
in the aggregate.

-- Conditions to Closing:

-- Borrower must have obtained a $3.5 million subordinated debt,
which was satisfied by the closing under the Subordinated Loan
Agreement

-- Borrower must have had minimum of $2.0 million excess
availability at closing

-- Other Covenants

-- Standard financial reporting requirements as defined

-- Limitation on amounts that can be advanced to or on behalf of
Brazil limited to $200,000 for fiscal year ended January 2014 and
nothing thereafter

-- Limitation on total net investment in foreign subsidiaries of a
maximum of $1.0 million per annum

$3.5 million Subordinated Debt Financing

-- Subordinated Loan Agreement

-- Maturity date: June 28, 2018

-- Interest at 12.0% per annum through and including December 27,
2016, increased to 16% per annum on December 28, 2016 and 20% per
annum on December 28, 2017. Until the first anniversary of the
Closing, all interest shall either be paid in kind (PIK) or paid
in shares of common stock of Lakeland, valued at 100% of the then
market value

-- Warrant to purchase 566,015 shares of Common Stock (subject to
adjustment), exercisable at $0.01 per share

-- Warrant is subject to customary anti-dilution adjustment
provisions, including for issuances of Common Stock or Common
Stock equivalents at a price less than $5.00 per share, computed
on a weighted average basis, subject to a hard cap limitation of
1,068,506 shares on total number of shares to be issued from a
combination of warrants, interest shares and anti-dilution
adjustments.  The Company is allowed to issue up to 500,000 shares
without triggering this provision, to allow for restricted shares
and other new compensatory issuances.

-- Warrant exercise period is five years from the closing date

-- Registration Rights: the Company commits to filing with the
Securities and Exchange Commission a registration statement
covering the shares issuable in connection with the subordinated
loan transaction within 90 days of the closing date and to have it
effective no later than 180 days from the closing date

-- Investor Rights: Junior lender will have the right to designate
one board member or a board observer, subject to certain
conditions

-- Subject to Senior Lender Subordination Agreement, the
subordinated loan, may be repaid in increments of $500,000 with
Senior Lender approval, on or after June 28, 2014

-- Early Termination Fees; Applicable Termination Percentage:

-- (a) Upon early repayment of the Term Loan, Borrowers shall be
obligated to pay, in addition to all of the other Obligations then
outstanding, an amount equal to the product obtained by
multiplying $3,500,000 by the applicable percentage set forth
below:

-- 5.00% if the effective date of termination occurs on or before
June 28, 2014

-- 3.00% if the effective date of termination occurs after June
28, 2014 but on or before June 28 2015; or

-- 1.00% if the effective date of termination occurs after June
28, 2015 but on or before June 28, 2016

-- Upon acceleration of the loan following a Change of Control,
Borrowers shall be obligated to pay, an additional fee equal to
$35,000

-- Financial covenants setback 10% from those in the Senior Loan
Agreement

-- Second priority lien on substantially all of the assets of the
Company in the United States and Canada, except a first lien on
Mexican facility

Management intends to obtain a valuation of the Warrant and will
include this in the Company's next Quarterly Report on Form 10-Q.

                    About Lakeland Industries

Ronkonkoma, N.Y.-based Lakeland Industries, Inc., manufactures and
sells a comprehensive line of safety garments and accessories for
the industrial protective clothing market.

In its audit report on the consolidated financial statements for
the year ended Jan. 31, 2013, Warren Averett, LLC, in Birmingham,
Alabama, expressed substantial doubt about Lakeland Industries'
ability to continue as a going concern.  The independent auditors
noted that Company is in default on certain covenants of its loan
agreements at Jan. 31, 2013.  "The lenders have not waived these
events of default and may demand repayment at any time.
Management is currently trying to secure replacement financing but
does not have new financing available at the date of this report."

The Company reported a net loss of $26.3 million on $95.1 million
of net sales for the year ended Jan. 31, 2013, compared with a net
loss of $376,825 on $96.3 million of sales for the year ended
Jan. 31, 2012.


LANDSLIDE HOLDINGS: S&P Raises Rating on $225MM Loan to 'BB-'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating
to 'BB-' from 'B+' on Landslide Holdings Inc.'s $225 million
first-lien term loan due 2018 and $15 million revolving credit
facility due 2017.  In addition, S&P raised its recovery rating on
these facilities to '1' from '2'.  The '1' recovery rating
indicates S&P's expectation for very high (90% to 100%) recovery
in the event of payment default.

S&P also withdrew its issue-level and recovery ratings on the
$300 million term loan and $25 million revolving credit facility
that had been proposed to support the dividend recap.  Landslide
is the holding company for LANDesk Software.

"The rating action and recovery rating revision reflect increased
enterprise value in our simulated default scenario resulting from
the company's recent Wavelink and Shavlik acquisitions," said
Standard & Poor's credit analyst Christian Frank.

S&P's 'B' corporate credit rating on the company is unchanged.
The outlook is stable.  Despite adjusted leverage of 3.5x as of
March 2013, pro forma for LANDesk's April 2013 Shavlik
acquisition, S&P is maintaining its assessment of the company's
financial risk profile as "highly leveraged," reflecting its view
that leverage is unlikely to be sustained at less than 5x because
of LANDesk's private equity ownership structure and evidenced by
the withdrawn transaction.

RATINGS LIST

Landslide Holdings Inc.
Corporate credit rating     B/Stable/--

Upgraded; Recovery rating revised
                             To              From
$225 mil term ln            BB-             B+
  Recovery rating            1               2
$15 mil revolv cred fac     BB-             B+
  Recovery rating            1               2


LDG CONVOY: Case Summary & 9 Unsecured Creditors
------------------------------------------------
Debtor: LDG Convoy Street, LLC
        1804 Garnet Avenue, #156
        San Diego, CA 92104

Bankruptcy Case No.: 13-06509

Chapter 11 Petition Date: June 26, 2013


Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Christopher B. Latham

Debtor's Counsel: Christopher W. Olmsted, Esq.
                  BARKER OLMSTED & BARNIER, APLC
                  3550 Camino del Rio North, Suite 303
                  San Diego, CA 92108
                  Tel: (619) 682-4040
                  E-mail: cwo@barkerolmsted.com

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

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

A list of the Company's nine largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/casb13-6509.pdf

The petition was signed by Matthew DiNofia, managing member.


LEHMAN BROTHERS: European Unit Pays GBP3.5-Bil. More to Creditors
-----------------------------------------------------------------
The joint administrators of Lehman Brothers International
announced on June 10 a 43.3% second interim dividend to unsecured
creditors, bringing the total recovery so far to 68.5p in the 1
pound.

The second dividend, which was paid on June 28, will see GBP3.5bn
shared between more than a thousand creditors, who have already
received an initial GBP2bn. Many more creditors have yet to agree
their claims against LBIE and funds have been retained by the
Administrators to pay the same 68.5% dividend to them when they
do so.

A third and subsequent dividend will be paid in the future, as
assets continue to be realised and claims continue to be agreed,
PwC said.  In their last progress report, the Administrators
commented that at the upper end of their expectations, there
eventually could be surplus funds available after unsecured
creditors are paid in full.

Tony Lomas, lead Administrator of LBIE and partner at PwC, said:

"This very large second dividend is possible because we have been
able to resolve a number of multi-billion pound disputes with
affiliates, on favourable terms, and to reduce our creditor
claims reserves through settlements with a number of major
trading counterparties.

"The vast scale, complexity and value of LBIE's business has
resulted in it taking a large team of PwC and Lehman staff more
than four years to unlock some of the most difficult issues that
have confronted us, but the fruits of that labour are beginning
to appear."

                             About PwC

PwC firms provide industry-focused assurance, tax and advisory
services to enhance value for their clients. More than 161,000
people in 154 countries in firms across the PwC network share
their thinking, experience and solutions to develop fresh
perspectives and practical advice. See http://pwc.com/for more
information.

                       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: Wants Estimation for 26 Indemnification Claims
---------------------------------------------------------------
Lehman Brothers Holdings Inc., as plan administrator, asks Judge
James Peck of the U.S. Bankruptcy Court for the Southern District
of New York to estimate the allowed amounts of 26 indemnification
claims filed by former employees.

Lehman asks that the Employee Indemnification Claims be estimated
in the allowed amount of zero dollars because its alleged
liability for those claims is so contingent and speculative that
these Claims will likely remain contingent and unliquidated
indefinitely.

The claims, each of which was filed as contingent and
unliquidated, seek indemnification and advancement of defense
costs from Lehman in connection with any litigation that may be
filed against its former employees in the future.

"Claimants do not point to any specific litigation or other
proceeding that has been threatened against the claimants nor do
they allege any facts to suggest that a litigation or proceeding
is likely to be commenced against them in the future," said
Lehman lawyer, Robert Lemons, Esq., at Weil Gotshal & Manges LLP,
in New York.

Mr. Lemons adds, "No Claimant has amended its Employee
Indemnification Claim to assert that such claim is no longer
contingent, and Claimants may no longer amend their Employee
Indemnification Claims without Court approval."

"Further, after conducting reasonable due diligence, the Plan
Administrator has been unable to identify any action or
proceeding that has the potential to give rise to an obligation
on the part of LBHI to provide indemnification or advance defense
costs to any of the Claimants.  Accordingly, the Employee
Indemnification Claims remain contingent and unliquidated," Mr.
Lemons further argues.

A list of the indemnification claims can be accessed for free
at http://is.gd/Hqh3d7

A court hearing is scheduled for July 25.  Objections are due by
July 18.

Lehman is also represented by Ralph I. Miller, Esq., at Weil,
Gotshal & Manges LLP, in New York.

                       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: Trustee Settles Luxembourg Units' $13-Bil. Claims
------------------------------------------------------------------
The trustee liquidating Lehman Brothers Inc. seeks court authority
to settle the claims of two Luxembourg-based Lehman units.

Under the proposed deal, Lehman Brothers (Luxembourg) S.A. can
assert a general creditor claim in the amount of $158 million
while Lehman Brothers (Luxembourg) Equity Finance S.A. can assert
a customer claim in the amount of $5 million.

LBLux asserted claims against the brokerage based on mutual stock
lending transactions while the claims of LBEF are based on
securities and cash held in its accounts at the brokerage.  LBLux
submitted Customer Claim No. 900006285 seeking $12.9 billion in
cash collateral and securities loan transactions, while LBEF
submitted two customer claims for cash and securities held in
trading accounts LBEF maintained at LBI: Customer Claim No.
900006725 seeking $58.8 million, and Customer Claim No. 900006724
seeking securities and $19.6 million in cash.

LBI has also timely submitted a claim in the LBLux proceeding
seeking $12.8 billion in cash collateral and securities loan
transactions pursuant to the LBLux agreements.  The LBI Trustee
previously challenged the classification and valuation of the
claims but not the validity of the underlying transactions,
according to court papers.

The agreements, according to the LBI Trustee, resolve the
outstanding disputes among the parties and minimize the costs and
risks of litigation.  Moreover, the agreements maximize the
recovery of customers and general creditors, the LBI Trustee
adds.

The agreements, which were entered into by Jacques Delvaux and
Laurent Fisch, in their capacities as joint liquidators for the
judicial liquidation of LBLux and as joint trustees for the
bankruptcy of LBEF, are available for free at:

   http://bankrupt.com/misc/LBHI_AgreementLBLux062513.pdf
   http://bankrupt.com/misc/LBHI_AgreementLBLuxEF062613.pdf

Judge James Peck will hold a hearing on July 17 to consider
approval of the settlement.  Objections are due by July 10.

The LBI Trustee is represented by James B. Kobak, Jr., Esq., and
Jeffrey M. Greilsheimer, Esq., at Hughes Hubbard & Reed LLP, in
New York.

The Joint Liquidators and Joint Trustees may be reached at:

         Jacques Delvaux
         2, rue de la Chapelle
         L-1325 Luxembourg
         Boite postale 320
         L-2013 Luxembourg
         E-mail: avocat@jacques-delvaux.lu

              - and -

         Laurent Fisch
         Avocat a la Cour
         14, rue Auguste Lumiere
         Luxembourg-City, L-1950
         E-mail: Laurent.fisch@luxlegal.com

Shmuel Vasser, Esq. -- shmuel.vasser@dechert.com -- at Dechert
LLP, in New York, represents the Joint Liquidators and Joint
Trustees in the LBI proceeding.

                       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: Trustee Seeks to Settle LB Securities' Claim
-------------------------------------------------------------
The trustee liquidating Lehman Brothers Inc. asked the U.S.
Bankruptcy Court in Manhattan to approve a settlement of claims
with Lehman Brothers Securities N.V.

Under the deal, LBS can assert a $2.4 million customer claim
against the brokerage, down from the $10.9 million it originally
wanted.  Both sides also agreed a mutual release of claims
against each other.  A copy of the agreement can be accessed for
free at http://is.gd/zdOlak

The LBI Trustee previously denied LBS' customer claim and
reclassified it as a general creditor claim.  During negotiations
with LBS' liquidators, the LBI Trustee found that LBS owes the
brokerage as much as $8.4 million.

"By settling LBS's claim, the trustee is able to avoid the
expense and delay that would be associated with litigation and
the need to reserve for possible unfavorable outcomes of that
litigation when making distributions," said the trustee's lawyer,
James Kobak, Jr., Esq., at Hughes Hubbard & Reed LLP, in New
York.

                       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: 43rd Status Report on Claims Settlement
--------------------------------------------------------
Weil Gotshal & Manges LLP, Lehman Brothers Holdings' legal
counsel, filed a status report on the settlement of claims it
negotiated through the alternative dispute resolution process.

The report noted that since the filing of the 42nd status report,
Lehman has served 105 additional ADR notices, bringing the total
number of notices served to 421.

The company also reached settlements with counterparties in four
ADR matters.  Upon closing of those settlements, the company will
recover a total of $1,543,923,352.  Settlements have now been
reached in 264 ADR matters involving 358 counterparties.

As of June 19, 101 of the 108 ADR matters that reached the
mediation stage and concluded were settled through mediation.
Only seven mediations were terminated without settlement.

Two more mediations are scheduled to be conducted on July 25
and 31.

                       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: LBI Trustee Proposes Schick as Special Counsel
---------------------------------------------------------------
The trustee liquidating Lehman Brothers Holdings Inc.'s brokerage
filed an application seeking authority to hire Schick &
Associates LLC as his special counsel.

Schick & Associates was originally hired by the trustee to
provide legal services as an "ordinary course" counsel.  Its
fees, however, have now reached the $10,000 fee cap for ordinary
course counsel, compelling the trustee to seek approval to hire
the firm pursuant to a provision of SIPA, which prohibits the
appointment of any person as attorney for the trustee if he is
not "disinterested."

Schick & Associates will help the trustee in his efforts to
recover cash deposits belonging to the Lehman brokerage held by a
Taiwanese entity.

Sandor Schick, Esq. -- sschick@schick-associates.com -- managing
director of Schick & Associates, will be paid $675 an hour, which
is a 10% discount from the firm's standard rates, and will
receive reimbursement for work-related expenses.

Mr. Schick is disinterested and does not hold or represent any
interest adverse to the Lehman brokerage, according to a
declaration he filed in court.

A court hearing is scheduled for July 17.  Objections are due by
July 10.

                       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.


LIFE UNIFORM: Can Employ Klehr Harrison as Counsel
--------------------------------------------------
Life Uniform Holding Corp., et al., sought and obtained permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ Klehr Harrison Branzburg LLP as counsel.

Compensation will be payable to Klehr on an hourly basis, plus
reimbursement of actual, necessary expenses.  The hourly rates are
set at a level designed to compensate Klehr for the work of its
attorneys and paralegals and to cover fixed routine overhead
expenses.

The firm's hourly rates are:

        Range                Billing Category
        -----                ----------------
      $400 to $660           Partners
      $325 to $400           Of Counsel
      $250 to $385           Associates
      $165 to $195           Paraprofessionals

Domenic E. Pacitti, Esq., partner at the firm, attests that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                        About Life Uniform

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

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

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

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

First lien lender CapitalSource Finance LLC is owed on a $11.5
million revolver and $26 million term loan.  CapitalSource is
represented by Brian T. Rice, Esq., at Brown Rudnick LLP; and
Jeffrey C. Wisler, Esq., at Connolly Gallagher LLP.

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

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


LIFE UNIFORM: Wins OK to Employ Capstone's Rob Frezza as CRO
------------------------------------------------------------
The U.S. Bankruptcy Court has approved the motion filed by Life
Uniform Holding Corp., et al., for approval of a letter agreement
with Capstone Advisory Group, LLC, to which the firm has agreed to
provide Robert Frezza -- rfrezza@capstoneag.com -- to serve as the
Debtor's chief restructuring officer and additional professional.

Capstone was first engaged by the Debtors in January 2013 to
provide financial and strategic advice.

Postpetition, Mr. Frezza will perform the ordinary course duties
as the Debtors' CRO.  Mr. Frezza will, among other things:

   a. oversee the Debtor's operations;

   b. oversee the Debtor's analysis and reporting of their
      historical, current and projected financial affairs,
      including, monthly operating reports, schedules of assets
      and liabilities, and statement of financial affairs;

   c. oversee the execution of any debtor-in possession financing
      arrangements and/or use of cash; and

   d. assist the Debtors' investment banker, Morgan Joseph
      TriArtisan LLC, in managing the sales processing and
      assessing the reasonableness of consideration received.

Capstone's compensation for professional services will be based
upon the hours actually expended by each assigned staff member at
each staff member's hourly billing rate.

The firm's customary hourly rates are:

        Level                           Rates
        -----                           -----
        Executive Directors          $575 to $830
        Managing Directors           $475 to $640
        Directors                    $350 to $450
        Consultants                  $240 to $340
        Support Staff                $120 to $305

For purposes of this engagement Capstone has agreed to:

   a. An aggregate cap on its fees at $450,000 for the first three
      months of the engagement,

   b. An aggregate cap on its fees at $650,000 for the first five
      months of the engagement,

   c. An aggregate monthly cap on its fees of $50,000 commencing
      the sixth month and thereafter unless an alternative
      arrangement is otherwise agreed to with the Debtors.

Capstone will also be reimbursed for necessary expenses incurred.

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

                        About Life Uniform

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

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

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

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

First lien lender CapitalSource Finance LLC is owed on a $11.5
million revolver and $26 million term loan.  CapitalSource is
represented by Brian T. Rice, Esq., at Brown Rudnick LLP; and
Jeffrey C. Wisler, Esq., at Connolly Gallagher LLP.

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

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


LIFE UNIFORM: Can Hire Epiq Bankruptcy as Administrative Agent
--------------------------------------------------------------
Life Uniform Holding Corp., et al., sought and obtained approval
from the U.S. Bankruptcy Court to employ Epiq Bankruptcy Solutions
LLC as administrative agent.

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

   a. assisting with, among other things, solicitation, balloting,
      and tabulation and calculation of votes, as well as
      preparing any appropriate reports, as required in
      furtherance of confirmation of plan(s) of reorganization;

   b. generating an official ballot certification and testifying,
      if necessary, in support of the ballot tabulation results;
      and

   c. generating, providing, and assisting with claims objections,
      exhibits, claims reconciliation, and related matters.

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

                        About Life Uniform

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

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

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

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

First lien lender CapitalSource Finance LLC is owed on a $11.5
million revolver and $26 million term loan.  CapitalSource is
represented by Brian T. Rice, Esq., at Brown Rudnick LLP; and
Jeffrey C. Wisler, Esq., at Connolly Gallagher LLP.

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

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


LLS AMERICA: Marie Rice Declaration Inadmissible
------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Washington
struck a declaration by Ms. Marie Rice, a certified auditor and
certified fraud examiner, filed in opposition to the plaintiff's
motion for summary judgment in the suit, BRUCE P. KRIEGMAN, solely
in his capacity as court-appointing Trustee for LLS America, LLC,
Plaintiff(s), v. MARK BIGELOW, et al., Defendant(s), Adv. Proc.
No. 11-80299-PCW (Bankr. E.D. Wash.).

The LLS Trustee seeks summary judgment on common issues, i.e.,
whether the debtor's actions constituted a Ponzi scheme and when
the debtor became insolvent.   The LLS Trustee argues that the
declaration should be struck as the defendants did not comply with
Fed. R. Civ. P. 26(a)(2) and that the declaration does not meet
admissibility standards under Fed. R. Evid. 702.

The Court agrees with the Trustee, holding that Ms. Rice's opinion
is not reliable or based on sufficient data.  It does not meet the
requirements of Fed. R. Evid. 702 and cannot be admitted.

A copy of the Court's June 12, 2013 Memorandum Decision is
available at http://is.gd/g9gKR2from Leagle.com.

                     About Little Loan Shoppe

LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business.  Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe.  The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster.  Investors claimed Ms. Nelson
operated a Ponzi scheme.  Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers.  American and Canadian investors bought
notes worth US$29 million and another C$26,000,000.  However, the
investors received no payments after March 2009.

One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.

LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle.  Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor disclosed $2,661,584 in assets and
$24,013,837 in debts.  The petition was signed by Ralph Gamble,
CEO of the Company.

The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194).  Charles Hall was appointed as examiner
in the case.


MAKENA GREAT AMERICAN: Has Access to Cash Collateral Until July 9
-----------------------------------------------------------------
Makena Great American Anza Company LLC has access to cash
collateral pending a hearing on July 9.  Use of the cash
collateral will be in accordance with the previously issued final
cash collateral order and in accordance with the agreed budget.

                    About Makena Great American

GAC Storage Lansing LLC -- which owns and operates a warehouse and
storage facility with 522 storage units, generally located at 2556
Bernice Road, Lansing, Illinois -- filed for Chapter 11 bankruptcy
(Bankr. N.D. Ill. Case No. 11-40944) on Oct. 7, 2011.  Jay S.
Geller, Esq., D. Sam Anderson, Esq., and Halliday Moncure, Esq.,
at Bernstein, Shur, Sawyer & Nelson, P.A., represents the Debtor
as counsel.  Robert M, Fishman, Esq., and Gordon E. Gouveia, Esq.,
at Shaw Gussis Fishman Glantz Wolfson, & Towbin LLC, in Chicago,
represents the Debtor as local counsel.  It estimated $1 million
to $10 million in assets and debts.  The petition was signed by
Noam Schwartz, secretary and treasurer of EBM Mgmt Servs, Inc.,
manager of GAC Storage, LLC.

The Makena Great American Anza Company LLC --
http://www.makenacapital.net/-- a commercial shopping center
developers in Southern California, filed a Chapter 11 petition
(Bankr. N.D. Ill. Case No. 11-48549) on Dec. 1, 2011, in Chicago.
Anza leads the way in the acquisition and development of
"A-Location" small commercial shopping centers and corner
properties in Southern California.  Lawyers at Shaw Gussis Fishman
Glantz Wolfson & Towbin, LLC, in Chicago, and Bernstein, Shur,
Sawyer & Nelson, P.A., in Portland, Maine, serve as counsel to the
Debtor.  Makena disclosed $13,938,161 in assets and $17,723,488 in
liabilities.

Other affiliates that sought bankruptcy protection are GAC Storage
Copley Place LLC, GAC Storage El Monte LLC, and San Tan Plaza LLC.
The cases are being jointly administered under lead case no.
11-40944.

At the behest of lender Bank of America, N.A., the Bankruptcy
Court dismissed the Chapter 11 case of San Tan Plaza, as reported
by the Troubled Company Reporter on July 17, 2012.


MASHANTUCKET PEQUOT: Reaches Debt Deal for Foxwoods Resort
----------------------------------------------------------
Emily Glazer, writing for The Wall Street Journal, reported that
the Native American tribe that runs Foxwoods Resort Casino
completed a far-reaching deal with creditors that caps a saga that
roiled investors for more than three years and raised questions
about unusual rules governing gambling enterprises on Indian
reservations.

According to the report, the Mashantucket Pequot Tribal Nation,
which owns Foxwoods in Ledyard, Conn., reached an agreement with
more than 100 creditors to restructure about $2.3 billion of debt.

Chief Executive Scott Butera said the restructuring deal would cut
the tribe's total debt to about $1.7 billion and allow it to
extend due dates on loans and bonds, the report related.  Starting
July 1, Foxwoods also will report quarterly earnings and hold
investor and analyst meetings in an effort to regain Wall Street's
confidence, he said.

The Pequots are a sovereign nation under federal law, a status
restricting them from filing for bankruptcy protection, most
experts have said, the report further related. Foxwoods also sits
on an Indian reservation, so only the tribe can operate the casino
under federal law. Those provisions prevented creditors from
seizing Foxwoods's assets and selling them as they might have done
with another defaulting borrower.

Many creditors welcomed the plans for public reporting, WSJ said.
"The fact that we're going to be seeing SEC-equivalent financials
produced by the tribe will give people comfort with the credit,"
said Rayan Joshi, an analyst at New York-based investment firm
Hawkeye Capital Management LLC, which has roughly $900 million in
assets under management and is one of the Foxwoods's creditors.

                     About Mashantucket Pequot

Mashantucket Pequot Tribal Nation owns and operates Foxwoods
Resort Casino in Ledyard, Connecticut.  Foxwoods, among the
largest casinos in the U.S. by gambling space, is on tribal land
in the town of Ledyard.  It opened a casino hotel expansion under
the MGM Grand brand in 2008 just as the recession began to pinch
gambling revenue and nearby states expanded their gaming
offerings.


MERCANTILE BANCORP: Draws Flak With $22-Mil. Sale Plan
------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that Mercantile Bancorp
Inc. got the green light for its first-day motions from a Delaware
bankruptcy judge, but saw its $22.3 million stalking-horse deal
draw fire from a financial management firm that claimed the
holding company's proposed auction would lead to a "fire sale."

According to the report, U.S. Bankruptcy Judge Kevin J. Carey
signed off on MBI's unopposed first-day pleadings and agreed to
schedule a July 24 hearing to consider bidding procedures for its
planned Section 363 sale to United Community Bancorp Inc.

                     About Mercantile Bancorp

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, 2013, with a deal to sell
substantially all of its assets to United Community Bancorp Inc.

In its petition, the Quincy, Illinois-based company 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.

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.

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.


MERCANTILE BANCORP: Case Summary & 7 Unsecured Creditors
--------------------------------------------------------
Debtor: Mercantile Bancorp, Inc.
        200 North 33rd Street
        Quincy, IL 62301

Bankruptcy Case No.: 13-11634

Chapter 11 Petition Date: June 27, 2013

Court: United States Bankruptcy Court
       District of Delaware (Delaware)

Judge: Kevin J. Carey

Debtor's Counsel: Stuart M. Brown, Esq.
                  DLA PIPER LLP (US)
                  919 N. Market Street, Suite 1500
                  Wilmington, DE 19801
                  Tel: (302) 468-5640
                  Fax: (302) 778-7913
                  E-mail: stuart.brown@dlapiper.com

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

Estimated Debts: $50,000,001 to $100,000,000

The petition was signed by Lee Roy Keith, president and chief
executive officer.

The required list of creditors holding the 20 largest unsecured
claims contains only seven entries:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Mercantile Bancorp         trust indenture        $27,391,356
Capital Trust IV
c/o Wilmington Trust
Company, Trustee
Rodney Square North
1100 North Market St.
Wilmington, DE 19890

Mercantile Bancorp         trust indenture        $22,548,414
Capital Trust II
c/o Wilmington Trust
Company, Trustee
Rodney Square North
1100 North Market St.
Wilmington, DE 19890

Mercantile Bancorp         trust indenture        $13,201,281
Capital Trust I
c/o Wilmington Trust
Company, Trustee
Rodney Square North
1100 North Market St.
Wilmington, DE 19890

Mercantile Bancorp         trust indenture        $12,758,020
Capital Trust III
c/o Wilmington Trust
Company, Trustee
Rodney Square North
1100 North Market St.
Wilmington, DE 19890

Land Foundation, LLC       litigation claim       $25,000

Ted Awerkamp               indemnification        unknown

Michael P. McGrath         indemnification        unknown



MFM DELAWARE: 5-Member Creditors Committee Named
------------------------------------------------
Roberta A. DeAngelis, the United States Trustee for Region 3,
appointed five members to serve on the Official Committee of
Unsecured Creditors in connection with the Chapter 11 case of MFM
Delaware Inc.  The Committee members are:

         1. Terex Financial Services, Inc.
            Attn: John Hensel
            200 Nyala Farm Road
            Westport, CT 06880
            Tel: 203-341-6862
            Fax: 203-663-8583

         2. Delta Express Systems Inc.
            Attn: Tommy Clark
            4254 B Clark Road
            Gainesville, GA 30506
            Tel: 770-983-2551
            Fax: 770-983-2335

         3. CKS Packaging Inc.
            Attn: Malcom McCarn
            445 Great Southwest Parkway
            Atlanta, GA 30336
            Tel: 404-691-8900
            Fax: 404-691-0086

         4. Pro Energy Partners, LP
            Attn: Jarrett Rogers
            14800 St. Mary's Lane, Suite 107
            Houston, TX 77079
            Tel: 832-300-0146
            Fax: 831-300-0016

         5. Krebs Land Development
            Attn: Stewart Krebs
            184 W Bannerville Road
            Palatka, FL 32177
            Tel: 386-937-4308
            Fax: 386-326-3936

The United States Trustee is represented by Mark Kenney, Esq.

                       About MFM Industries

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

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

Judge Peter Walsh oversees the case.  Frederick B. Rosner, Esq.,
Scott J. Leonhardt, Esq., and Julia B. Klien, Esq., at The Rosner
Law Group LLC, serve as the Debtors' counsel.  King & Spalding LLP
serves as co-counsel.

MFM Industries estimated $10 million to $50 million in both assets
and debts.  MFM Delaware estimated $10 million to $50 million in
assets, and $1 million to $10 million in debts.


MORRIS BROWN: Reaches Deal For Developer To Take Over Stadium
-------------------------------------------------------------
Katy Stech writing for Dow Jones' DBR Small Cap reports that
Morris Brown College, Georgia's first historically black college,
has reached an agreement with a real-estate developer that would
build a hotel and take over the college's sports stadium in
downtown Atlanta -- a $20 million deal that would put the college
back on stable financial footing with new programs for its
students.

                  About Morris Brown College

Morris Brown College, a black college founded in 1881, filed
for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No.
12-71188) on Aug. 25, 2012, in Atlanta to stop foreclosure of a
$13 million mortgage.

Morris Brown was denied accreditation from the Commission on
Colleges of the Southern Association of Colleges and Schools in
December of 2002.  Without its accreditation, Morris Brown College
didn't qualify for federal funding.

The Debtor estimated assets and liabilities of $10 million to
$50 million as of the Chapter 11 filing.

Morris Brown filed applications to employ Dilworth Paxson LLP as
lead counsel; The Moore Law Group, LLC, as local counsel; and
BDO USA, LLP as auditors.


NORTH LAS VEGAS: Fitch Cuts $136.57MM LTGO Bond Rating to 'BB+
--------------------------------------------------------------
Fitch Ratings has downgraded to 'BB+' from 'BBB' the following
North Las Vegas, NV (the city) obligations:

-- $1.475 million limited tax general obligation (LTGO)
   bond series 2002B;

-- $136.57 million LTGO bonds (additionally secured by
   consolidated tax pledged revenues);

-- $298.6 million LTGO water and wastewater improvement bonds
   (additionally secured by water and wastewater system pledged
   revenues).

The Rating Outlook is Negative.

SECURITY

The bonds are secured by the full faith and credit of the city,
subject to Nevada's constitutional and statutory limitations on
the aggregate amount of ad valorem property taxes. Additional
security is provided to $136.57 million of the bonds by an
irrevocable pledge of and lien on certain consolidated tax
revenues (15% of these revenues) and to $298.6 million of the
bonds by pledged water/wastewater system net revenues.

KEY RATING DRIVERS

BUDGET BALANCE REQUIRES EMERGENCY RESOLUTION: The downgrade and
Negative Outlook reflect the city's continued fiscal distress, as
evidenced by the second consecutive year with a resolution
declaring a state of emergency. The state statue permitting the
declaration does not include a fiscal emergency. However, the city
contends that in the wake of failed concessions, offsetting
layoffs would have created a public safety emergency.

PENDING LAWSUITS: The city is facing lawsuits and grievances
related to the fiscal 2013 resolution, and one of the city's four
unions declared its intent to file another lawsuit in response to
the fiscal 2014 resolution. According to management, the city is
in settlement negotiations with three of the four unions.

CONTINUED REVENUE DECLINES: The city's fiscal distress is driven
by a steep drop in general fund revenues coupled with costly long-
term labor contracts. Reserve levels previously viewed as a
cushion against revenue fluctuations have been used to balance the
budget and are narrow and illiquid. A recent attempt to refinance
a small amount of LTGO bonds to boost liquidity was unsuccessful.

RELIANCE ON UTILITY TRANSFERS TO CONTINUE: The general fund is
reliant upon large water/wastewater fund transfers for a quarter
of general fund resources. A state law that mandated their
reduction was recently overridden by adopted legislation. This
practice provides near-term relief but has reduced the financial
position of the utility funds, calling into question the longer-
term feasibility.

PRESSURED AND NARROW ECONOMY: The city and region's economy were
among the hardest hit by the collapse of the housing market,
resulting in a combined TAV decline of 52% over the last four
years. The regional economy is dominated by tourism and gaming
which experienced significant revenue and employment declines but
appear to be stabilizing.

GROWING LONG-TERM LIABILITIES: Debt levels are moderate to high
with limited additional debt expected. Amortization is extremely
slow and debt service is inclining. Carrying costs, including debt
and retiree liabilities, are moderately high and expected to
increase with rising pension payments.

NO ENHANCEMENT FOR ADDITIONAL PLEDGES: Fitch's rating reflects the
city's LTGO pledge although the city intends to pay a portion of
debt service from other pledged revenues. The additional pledges
do not enhance the rating because consolidated tax revenues
support a high proportion of general fund operations and
water/wastewater revenues have historically provided only at or
below about 1.0x debt service coverage after transfers to the
general fund.

Rating Sensitivities

UNFAVORABLE LEGAL RULING: Failure to gain relief from contractual
compensation increases via favorable rulings or settlements with
bargaining units may require the city to provide back wages for
fiscals 2013 and 2014. This would result in a significant
unbudgeted cost on the already highly stressed budget.

FURTHER ECONOMIC DECLINE: Given continued revenue declines, any
additional weakening of the city's economic indicators from
currently anticipated trends would likely result in negative
rating pressure.

INABILITY TO UTILIZE UTILITY TRANSFERS: If the city is unable to
obtain approval from the Committee on Local Government Finance
(CLGF) as required by legislation for the additional transfers
needed to balance the budget, it may face rating pressure given
limited expenditure flexibility. However, Fitch views approval as
likely.

Credit Profile

North Las Vegas encompasses approximately 100 square miles in
Clark County with a population of 227,585. The city is
approximately 43% built out with a large quantity of undeveloped
land. The city has nearly doubled in population since 2000 but
growth has more recently slowed with the housing and economic
downturn.

EMERGENCY RESOLUTION ADOPTED FOR SECOND CONSECUTIVE YEAR

The downgrade reflects the city's ongoing fiscal distress
resulting in the city adopting a resolution declaring a state of
emergency for the second consecutive year on June 19. Facing an
$18.8 million total deficit, of which the general fund accounts
for $14.6 million (about 12% of general fund spending), the city
had been unable to come to agreement with its four unions on
concessions including suspension of salary increases, holiday sell
backs, merit pay, and uniform allowances. Combined, these
concessions total $11.7 million for fiscal 2014.

In addition, the city expects to receive only a net $500,000 (less
than 1% of general fund revenues) increase in C-tax revenues in
fiscal 2014 as a result of legislative action on the state-wide
distribution formula versus its requested $23 million. Improved
receipts bring total collections to $41.5 million, which is $2
million, or 4.6%, higher, than fiscal 2013. The city estimates an
increase of less than 1% in property tax revenue for fiscal 2014.

STEEP REVENUE DECLINES AND RISING COSTS

General fund revenues declined to an estimated $87.6 million for
fiscal 2012 not including utility transfers, a drop of 46.7% since
peaking in fiscal 2008. Property taxes continue to decline and now
make up only 9.7% of revenues compared to 18% in fiscal 2010.

The city has closed several years of budget gaps by eliminating
about 1,000 full-time equivalent positions (45% since the peak in
2009) through attrition and voluntary separation and layoffs. In
addition, the city negotiated temporary memoranda of understanding
(MOUs) with various unions providing concessions but precluding
layoffs through fiscal 2012.

The fiscal 2013 budget had an initial $33 million imbalance.
Following unsuccessful negotiations with bargaining units to
extend concessions under the temporary MOUs related to multi-year
labor contracts expiring in fiscal 2014 and 2015, city council
approved a large number of public safety layoffs, among other
ongoing and one-time solutions. The layoffs would have generated
savings of $17 million from public safety and $3.9 million from
general government.

In lieu of following through with the layoffs, city council
approved a resolution permitting the city to declare an emergency
under Nevada Revised Statue (NRS) 288.15 which permits the one
year suspension of labor contracts in 'situations of emergency
such as a riot, military action, natural disaster or civil
disorder.' The resolution stated that the 'mass layoffs of public
safety personnel that would otherwise be required to balance the
budget would result in a public safety emergency.' Pursuant to NRS
288.15, the city would not be required to pay back suspended
wages. The emergency declaration resulted in about $9.9 million in
fiscal 2013 savings primarily from suspension of the labor
contracts through the end of fiscal 2013.

PENDING LITIGATION

The police supervisors' union filed a breach of contract lawsuit
and the fire fighters and police officer's unions filed formal
grievances following the fiscal 2013 emergency resolution. The
police supervisors' union indicated its intent to file again given
the fiscal 2014 resolution. The city continues to operate as if
the labor contract suspensions hold and estimates resolution could
take as long as two years. Management has indicated the city is in
negotiations to settle the lawsuits with three of the four unions.
Fitch believes the city faces significant financial risks if these
issues are not resolved in the city's favor.

LIMITED FINANCIAL CUSHION

The city's financial position has weakened as a result of many
years of large net deficits. Fiscal 2012 ended with a slightly
improved unrestricted general fund balance of $8.9 million equal
to 7.3% of spending. Results were modestly below expectations
Management expects to end fiscal 2013 with similar results and
meet the city's target of 8%, which is well under the original
board policy of 18% which was revised downward during fiscal 2011.

General fund liquidity declined significantly from an average of
$15.5 million from 2006 to 2009 to just $1.28 million at the end
of fiscal 2011. It has since increased to $3.97 million in fiscal-
year end 2012, equal to just 0.5x liabilities. Management expects
to increase liquidity moderately to $6 million for fiscal 2013. An
attempt to refinance $6.855 million in general obligation bonds in
April to provide liquidity was unsuccessful. Fitch views this as
both an indication of, and a contributor to, the city's financial
stress.

The city retains 20% flexibility under the tax rate cap. However,
Fitch believes the city council's decision not to increase the
rate despite declaring emergency supports management's assertion
that an increase is politically infeasible.

TRANSFERS FROM WATER/WASTEWATER SYSTEM PRESSURED

The general fund is highly dependent on transfers, including
payments in lieu of taxes (PILT), from the water and wastewater
systems representing 26% of general fund revenues in fiscal 2012.
City council passed a resolution in 2012 to reduce the $32 million
annual transfer by $500,000 annually to comply with state law
limiting transfers to $17 million by 2021. However, recently
adopted state legislation allows the transfers to continue at
their higher levels. In addition, the city is permitted to
transfer above the cap for certain purposes subject to the
approval of the state's CLGF. Management estimates a total of
$11.4 million above the current $32 million limit available for
transfer from the utility funds through 2017.

Water and wastewater system unrestricted cash reserves continue a
declining trend. Fitch believes increased transfers could
accelerate this decline, creating uncertainty regarding
availability of cash for future transfers. Days cash on hand fell
from $179 million, or 1,367 days cash on hand in fiscal 2009, to
$48.7 million, or 499 days in fiscal 2012.

Combined water/wastewater debt service coverage (DSC) equaled 2.6x
in fiscal 2012. Coverage incorporating transfers out was 1.2x, an
improvement after two years of less than 1.0x. Projections from
October 2012 assuming 3% annual increases in water and wastewater
rates and transfers of $32 million annually show coverage
declining to 0.6x in 2013 net of transfers before increasing to
just over 1.0x by 2017.Coverage may in fact be lower due to the
increased level of transfers.

Given the general fund's reliance on the utility transfers and the
strain they are putting on the utility system, Fitch does not
believe the water and wastewater revenues provide additional
credit enhancement for such LTGO bonds additionally secured by
these revenues. Furthermore, sustained draws on reserves could
further pressure the general fund's credit quality.

POTENTIAL INCREASED STATE INVOLVEMENT

State law authorizes the Department of Taxation (Taxation) to take
over the management of a local government if the entity is not
able to successfully deal with budget shortfalls. Taxation has
broad financial powers, including approving all expenditures,
negotiating with creditors, negotiating contracts and collective
bargaining agreements, and increasing the ad valorem tax rate
available to pay local government obligations from $3.64 to $4.50
per $100 of AV.

According to city management, thus far Taxation has requested
monthly updates on financial status and has not indicated any
intention of significant additional steps, including taking
control of the city's financial management.

ELEVATED DEBT LEVELS

Overall debt levels are moderate to high at $2,747 per capita and
5.6% of market value not including water/wastewater debt.
Amortization is low with a 10-year principal pay out of only 33%
through fiscal 2024 and an ascending debt service schedule in the
intermediate term. The city's five-year capital improvement plan
through fiscal year 2018 includes about $244 million in projects,
down from $300 million the prior year. The majority of projects
have identified outside funding sources.

Carrying costs, net of GO debt paid by the water and wastewater
funds, are currently in the moderate range at 22% of noncapital
governmental spending. Fitch believes this ratio will increase as
both debt service and post-retirement benefit costs rise. Pension
payments make up the majority of those costs at 15%. Contributions
rates to the Nevada Public Employees' Retirement System are
statutorily determined and were 23.75% for regular employees and a
high 39.75% of public safety salaries in fiscal 2012. The plan's
funded ratio is somewhat weak at a Fitch-estimated 63.9% using a
7% rate of return, making future rate increases likely. The city's
other post-employment benefits liability as of year-end fiscal
2012 was a relatively modest $29.4 million.

STRESSED ECONOMY

The city's tax base grew rapidly through fiscal 2008 before
declining precipitously by 53% between 2009 and 2012. It has
ticked up 3% in fiscal 2013 and 2% in 2014. The city's housing
market continues to experience high foreclosure rates. North Las
Vegas housing prices are still down more than 50% from their peak
in April 2006; however, there are some positive signs with an
increase of 32.1% as of May 2013 year over year to $126,300.
State-wide figures are similar with prices up 23.2% year over year
to $152,900. Given the small share of revenue that property taxes
now contribute, Fitch believes sizable TAV increases would be
needed to have a meaningful impact on the budget.

The city's economy is reliant upon gaming; most major employers
and taxpayers are hotel/casinos. The top 10 taxpayers, of which
three are hotel/casinos, make up 7% of TAV. Unemployment of 11.4%
as of April 2013 is down from 13.7% year over year based on 2.2%
employment growth. The city's rate is well above the county
(9.6%), state (9.5%), and nation (7.1%). Median household income
is 6% above the state's and 14% above the nation's, but per capita
income is 20% below both state and national average.
Tourism is beginning to recover with the Las Vegas Convention and
Visitors Authority reporting an increase in visitors of 0.5% as of
April 2013 year over year. Average daily room rates are up 6.9%
over the same time period.


O&G LEASING: First Security Wants U.S. Bank as New Plan Trustee
---------------------------------------------------------------
First Security Bank, the indenture trustee for secured notes
issued by O&G Leasing, LLC, et al., asks the Bankruptcy Court to
order the appointment of U.S. Bank National Association as new
trustee pursuant to the terms of the Plan.

The Debtor's plan of reorganization was confirmed on April 22,
2013.  The Plan provided for a new trustee to be appointed to
administer the new senior debentures and the new junior debentures
that were to be issued pursuant to the confirmed Plan.  The Plan
requires the new trustee to be reasonably acceptable to the
holders of Class 2 and Class 4 Claims.

To remove any doubt concerning the acceptability of U.S. Bank as
the new trustee, First Security Bank filed a motion for the
appointment of U.S. Bank.  First Security Bank says that it is
necessary to have the new trustee approved prior to the effective
date of the Plan.

First Security Bank is represented by:

         Stephen W. Rosenblatt, Esq.
         Christopher R. Maddux, Esq.
         BUTLER SNOW O'MARA STEVENS & CANNADA, PLLC
         1020 Highland Colony Parkway, Suite 1400
         Ridgeland, MS 39157
         Tel: (601) 985-4504
         Fax: (601) 985-4500
         E-mail: steve.rosenblatt@butlersnow.com
                 chris.maddux@butlersnow.com

              - and -

         Jim F. Spencer, Jr., Esq.
         C. Joyce Hall, Esq.
         WATKINS & EAGER PLLC
         The Emporium Building
         400 East Capitol Street
         Jackson, Mississippi 39201
         Tel: (601) 965-1900
         Fax: (601) 965-1901
         E-mail: jspencer@watkinseager.com
                 jhall@watkinseager.com

                      About O&G Leasing

Jackson, Mississippi-based O&G Leasing, LLC, was formed in 2006 to
acquire and construct land drilling rigs that it would lease to
its wholy-owned subsidiary, Performance Drilling Company, LLC.
Performance was formed to provide contract drilling services for
tArkLaTex (Arkansas, Louisiana and Eastern Texas) region, as well
as Alabama, Florida, Mississippi and Oklahoma.

O&G Leasing filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Miss. Case No. 10-01851) on May 21, 2010.  The Debtor
estimated $10 million to $50 million in assets and $50 million to
$100 million in debts.

Performance filed a separate petition for Chapter 11 relief
(Bankr. S.D. Miss. Case No. 10-01852) on May 21, 2010.
Performance estimated assets and debts of between $1,000,000 and
$10,000,000 in its petition.

The Debtors retained McCraney, Montagnet, Quin & Noble, PLLC as
their bankruptcy counsel and Young Williams, P.A., as corporate
counsel.  Young Williams was replaced by Bradley Arant Boult
Cummings, LLP, as corporate counsel effective March 8, 2012, but
remained engaged as special counsel on litigation matters.
BMC Group, Inc., serves as the Debtors' solicitation and voting
agent.


ORCHARD SUPPLY: Great American Handling GOB Sales at 8 Outlets
--------------------------------------------------------------
Great American Group, Inc. (OTCBB: GAMR) has been selected to
handle store closing sales at eight Orchard Supply Hardware
locations, offering significant product discounts in the Citrus
Heights, Fairfield, Huntington Beach, Lone Tree, Long Beach,
Midtown, Newark and Vacaville stores.

"We are offering significant discounts on every item in every
department, so consumers will have the opportunity to purchase
quality hardware supplies at a discount," said Scott Carpenter,
President of Great American Group's Retail Division. "Customers
will also receive top-notch service and expert advice from the
sales people Orchard customers already know and trust as
operations wind down in these locations."

With sales already underway, Carpenter urges shoppers to head to
the stores soon for best selection.

Orchard announced June 17, 2013, that it had reached an agreement
through which Lowe's Companies, Inc. will acquire the majority of
its assets but will allow Orchard to continue day-to-day
operations as a separate, standalone business with its brand,
strategy and management team intact. To facilitate the acquisition
agreement and restructure its balance sheet, Orchard filed
voluntary Chapter 11 petitions in the United States Bankruptcy
Court for the District of Delaware. The agreement with Lowe's
comprises the initial stalking horse bid in the Court-supervised
auction process under Section 363 of the Bankruptcy Code.

The Company expects to operate its business as usual throughout
the Chapter 11 and sales processes and, on June 19, 2013, received
the Court's approval for First Day Motions, allowing it to, among
other things, access $177 million in additional financing, pay
employee wages and benefits, maintain its Club Orchard customer
rewards program, continue coupons and promotions, honor its gift
cards and otherwise serve its customers as usual.

As part of the First Day Motions, the Company also requested
permission to close an initial eight stores to help strengthen the
Company as a whole. Great American Group won a competitive, Court-
supervised bidding process to manage the store closing sales and
took over operations of these stores on June 29, 2013. Orchard has
posted additional information for affected customers on its
dedicated website, http://www.OrchardRestructuring.com/

Orchard operates neighborhood hardware and garden stores focused
on paint, repair and the backyard. As of June 16, 2013 the Company
had 89 stores in California and two stores in Oregon.

For more information about the Orchard Supply Hardware sale event,
please visit http://is.gd/iCuiQv

Great American Group is a leading 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. For more information, call (818) 884-
3737 or visit http://www.greatamerican.com/

                        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.


OXBOW CARBON: Moody's Assigns Ba3, B2 Ratings to New Term Loans
---------------------------------------------------------------
Moody's Investors Service changed the outlook of Oxbow Carbon LLC
to negative from stable and affirmed the company's Ba3 Corporate
Family Rating and Ba3-PD Probability of Default Rating.

At the same time, Moody's assigned ratings of Ba3 and B2 to the
company's proposed senior secured first lien term loan B and
second lien term loan B, respectively. The Ba3 ratings of the
senior secured term loan A, term loan B and term loan B-1 and
revolving credit facility were also affirmed. Oxbow intends to use
the net proceeds of the new term loans to repay outstanding
balances under its existing senior secured term loan B due May
2014 (2014 term loan B) and senior secured term loan B1 due May
2016 (2016 term loan B1) and reduce outstandings under Term Loan
A. The ratings on the 2014 term loan B and 2016 term loan B1 will
be withdrawn once the instruments have been fully redeemed.

Assignments:

Issuer: Oxbow Carbon LLC

Senior Secured Bank Credit Facility, Assigned B2, LGD5, 89%

Senior Secured Bank Credit Facility, Assigned Ba3, LGD3, 43%

Outlook Actions:

Issuer: Oxbow Carbon LLC

Outlook, Changed To Negative From Stable

Affirmations:

Issuer: Oxbow Carbon LLC

Probability of Default Rating, Affirmed Ba3-PD

Corporate Family Rating, Affirmed Ba3

Senior Secured Bank Credit Facility May 8, 2014, Affirmed Ba3,
LGD3 43%

Senior Secured Bank Credit Facility Dec 16, 2015, Affirmed Ba3,
LGD3 43%

Senior Secured Bank Credit Facility Dec 16, 2015, Affirmed Ba3,
LGD3 43%

Senior Secured Bank Credit Facility May 8, 2016, Affirmed Ba3,
LGD3 43%

Ratings Rationale:

The change in the outlook to negative reflects Moody's view that
Oxbow's performance will face pressure in the near term from
production cutbacks by key aluminum and steel manufacturing
customers. These cutbacks have caused volumes to decline in the
company's calcined petroleum coke (CPC) and fuel grade petcoke
(FGP) businesses during fiscal year 2012 and first quarter 2013,
versus the same respective prior-year periods. In addition, the
company's coal segment remains subject to pressures facing this
industry as well.

Although global aluminum production has continued to grow, albeit
at a more moderate pace than previous years, aluminum producers
with smelters in higher-cost locations have struggled with rising
input costs and a weak pricing environment. Consequently, these
producers have responded by curtailing production at, or
permanently closing higher-cost facilities, thereby reducing CPC
consumption at these locations. Moody's anticipates that this
trend will continue over the next 12 to 18 months given that
aluminum prices remain challenged with heightened downside risks
driven by still-high inventory levels, overcapacity and weak end-
market demand. Furthermore, fundamentals in the steel industry - a
key end-market for FGP - are also likely to remain weak over the
foreseeable time horizon. Spot prices for many steel products have
evidenced monthly declines since the beginning of 2013 and may
signal eventual production cutbacks from steel mills globally.

CPC and FGP are Oxbow's largest segments in terms of revenue.
Therefore, considering that the underlying headwinds in aluminum
and steel are unlikely to abate in the near-term, Moody's does not
anticipate financial performance to significantly improve over the
next 12 to 18 months. Should large-scale curtailments in aluminum
and steel production occur, the company could experience erosion
in its profit margins.

The Ba3 rating on the first lien secured revolver and term loans,
which is the same as the corporate family rating, reflects the
preponderance of this debt within the overall capital structure.
The B2 rating on the second lien term loan B reflects its weaker
position in the capital structure.

The ratings could be lowered if leverage increased to greater than
3.5x, EBITDA margins decreased to less than 10%, or free cash flow
was consistently negative.

Going forward, the ratings and/or outlook could be raised if the
company continues to generate solid earnings and free cash flow
such that leverage continues at less than 2.0x on a sustainable
basis and EBITDA margins improved to greater than 15%, all while
maintaining a comfortable liquidity profile.

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

Headquartered in West Palm Beach, Florida, Oxbow Carbon LLC
(Oxbow) is a leading producer and supplier of calcined petroleum
coke (CPC). It is also among the world's largest distributors of
carbon based fuels including fuel grade petcoke (FGP), steam coal
and metcoke among other products. In addition, the company
produces up to 5 million tons of steam coal at its Elk Creek
underground coal mining complex in Colorado. The company handles
over 11 million tons of petcoke, representing roughly 20% of the
global petcoke market (excluding China). Oxbow also serves as a
third-party provider of sulfur and sulfuric acid for sale to
fertilizer companies as well as marketing, distribution and
logistics services for sulfur. For the 12 months ending March 31,
2013, the company generated $3.6 billion of revenues down almost
18% from the comparable period in 2012.


OXBOW CARBON: S&P Affirms 'BB' CCR & Revises Outlook to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on West Palm Beach, Fla.-based Oxbow Carbon LLC to
negative from stable and affirmed its 'BB' corporate credit rating
on the company.

S&P rated Oxbow Carbon's proposed first-lien credit facilities,
which consist of a $600 million revolving credit facility,
$250 million term loan A, and $500 million term loan B, 'BB+' with
a recovery rating of '2'.  In addition, S&P rated the company's
proposed second-lien facility, which consists of a $350 million
term loan B, 'BB-' with a recovery rating of '5'.  The '2'
recovery rating on the first-lien facilities reflects S&P's
expectation of substantial (70% to 90%) recovery and the '5'
recovery rating on the second-lien facility reflects S&P's
expectation of modest (10% to 30%) recovery in the event of a
payment default under its scenario.

"Our negative rating outlook incorporates our view that global
softness in aluminum, steel, and coal markets will result in
weaker-than-expected credit measures for privately held Oxbow
Carbon in 2013.  We previously expected that the company's
diversified product lines were sufficiently uncorrelated to
support leverage measures less than 3.5x and funds from operations
(FFO) to debt more than 20% through the cycle.  However, we now
expect that ongoing slow economic conditions for all of the
company's major business lines will result in measures outside
those ranges in 2013, with leverage between 4x and 4.5x and FFO to
debt between 15% and 20%.  Oxbow Carbon is privately held and does
not publish its financial statements," S&P said.

"The negative outlook incorporates our view that macroeconomic
conditions will remain weak for the rest of 2013 but may rebound
in 2014.  We expect this to result in credit measures that are
below our expectations for the rating with leverage of 4x to 4.5x
and FFO to debt of 15% to 20% for the year.  We would revise the
outlook to stable if market activity picks up over the next
several quarters and we believed Oxbow could maintain its leverage
at less than 3.5x, with FFO to debt of more than 20%," S&P added.

"We could lower the rating if we expected leverage to remain at
more than 4x with FFO to debt less than 20% over the next 12 to 18
months.  A downgrade could also occur if Oxbow uses debt financing
for acquisitions or distribution to its membership in a manner
that weakens its credit profile," said Standard & Poor's credit
analyst Marie Shmaruk.


PATRIOT COAL: Ongoing Talks with UMWA Make Progress
---------------------------------------------------
Patriot Coal Corporation on July 2 issued the following statement
regarding its ongoing discussions with the United Mine Workers of
America:

"Patriot Coal Corporation announced that recent talks with the
UMWA have resulted in substantial progress toward a consensual
resolution.  On July 1, 2013, Patriot exercised the authority
granted to it by the Bankruptcy Court to implement changes to
wages, benefits and active employee healthcare, but chose to
implement terms that are significantly improved from those
approved by the court.  Patriot and the UMWA are continuing to
meet in a diligent effort to resolve the outstanding differences
and reach a consensual agreement.

"In addition, Patriot and the UMWA have reached an agreement
through which retiree healthcare will continue to be provided at
current benefit levels through July and August.

"Negotiations are expected to continue over the coming weeks.  The
parties are targeting completion of a final resolution to be
presented to UMWA members by the end of July."

                       About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PFAU & PFAU: Ashurst Land Suit v. Rancho Mountain Dismissed
-----------------------------------------------------------
Defendants won dismissal of the lawsuit, ASHURST LAND & CATTLE,
LLC; et al., Plaintiffs, v. RANCHO MOUNTAIN PROPERTIES, INC.; et
al., Defendants, Case No. 12-CV-1328 BEN (BLM)(S.D. Cal.).

The Second Amended Complaint filed by the Plaintiffs alleged: (1)
abuse of process; (2) breach of implied covenant of good faith and
fair dealing; (3) elder abuse under California Welfare &
Institutions Code Sec. 15610.30; (4) intentional infliction of
emotional distress; (5) negligent infliction of emotional
distress; (6) intentional interference with prospective economic
advantage; (7) negligence; (8) negligent interference with
prospective economic advantage; (9) tortious interference with
contract; (10) unjust enrichment; (11) damages under California
Civil Code Sec. 3333; (12) conversion; (13) unfair business
practices; and (14) assault.

District Judge Roger T. Benitez granted both the Defendants'
Motion (1) to Dismiss Claims 1 through 13; and (2) Expunge Lis
Pendens, in a June 10 Order available at http://is.gd/aA9ZEUfrom
Leagle.com.

The action was originally filed on June 23, 2011, by Ashurst Land
and Cattle, Ray Gray, and Linda Gray in the Northern District of
California.  The case was transferred to the Southern District on
June 4, 2012.  The Plaintiffs filed a Second Amended Complaint on
June 18, 2102.

Mr. Gray was the manager of Pfau, Pfau & Pfau, LLC, which owned
real properties commonly known as "Ashurst Ranch" and "University
Heights".  The Properties secured a debt owed by Pfau to Rancho
Mountain Properties's predecessor-in-interest, Defendant ING USA
Annuity and Life Insurance Company, in the original principal
amount of $19,500,000.

For the past four years, Ray Gray has engaged in litigation
against the Defendants, contesting the foreclosure of the
Properties.

Fallbrook, California-based Pfau, Pfau & Pfau, LLC, a real estate
developer, filed for Chapter 11 protection on Dec. 16, 2008
(Bankr. S.D. Calif. Case No. 08-12840).  Thomas C. Nelson, Esq.,
represented the Debtor.  The petition listed assets of
$130,767,480 and debts of $48,709,138.

On May 29, 2009, ING USA filed a motion for relief from the
automatic stay, after Pfau failed to find a viable cash purchaser
of the Properties.  After a five-month protracted negotiation,
Pfau, ING USA, and CMR (a junior lien holder, and later the main
equity holder of Pfau) stipulated to lift the automatic stay.  On
Oct. 22, 2009, the Bankruptcy Court entered an order lifting the
automatic stay pursuant to the terms of the stipulation.  The
Relief Stay Order expressly forbid Pfau from "seek[ing] an
injunction" to delay foreclosure.

On January 20, 2011, after the foreclosures of the Properties took
place, a chapter 11 trustee was appointed in the Pfau bankruptcy
case, with Mr. Gray's consent. A few weeks later, Mr. Gray,
despite no longer being a manager of Pfau, filed a third adversary
case on "Pfau's behalf" against Rancho based on the alleged
wrongful foreclosure.  The Bankruptcy Court granted Rancho's
motion to dismiss that action on April 13, 2011.

The plaintiffs are represented by David Ryan Griffin, Esq., at Law
Office of David R. Griffin.

Rancho Mountain Properties, Inc., ING USA Annuity and Life
Insurance Company, Inc, and ING Investment Management, LLC, are
represented by Christopher O. Rivas, Esq. -- crivas@reedsmith.com
-- at Reed Smith.


PGA FLYOVER: Court Approves Bid to Abate Discovery
--------------------------------------------------
Judge Erik P. Kimball has signed an order granting BBX Capital
Asset Management LLC's motion to abate discovery in connection
with BBX's motion to dismiss the Chapter 11 case of PGA Flyover
Corporate Park, LLC, as a "bad faith" filing.

The order will apply to BBX, the Debtor, Daniel S. Catalfumo,
along with any third-party for which a subpoena has been issued in
connection with the motion to dismiss.

The Court agreed to the entry of an order with respect to the
motion to abate discovery.

On April 17, 2013, the Debtor initiated Adversary Proceeding No.
13-01307-EPK to seek injunctive relief against BBX.  On April 24,
2013, BBX filed its motion to dismiss the Chapter 11 case.  BBX
and the Debtor have served each other with requests for production
of documents in connection with the motion to dismiss and the
injunction motion.

On May 20, 2013, BBX, the Debtor and Daniel S. Catalfumo engaged
in all day judicial settlement conference before Judge Paul G.
Hyman, which culminated in the execution of a term sheet by
counsel.  The parties that month said they have endeavored to
finalize and agree upon the form of a more detailed settlement
agreement.

The parties accordingly agreed that all discovery in connection
with the Motion to Dismiss should be abated.

BBX's counsel can be reached at:

         James D. Silver, Esq.
         CONRAD & SCHERER, LLP
         633 South Federal Highway, 8th Floor
         Fort Lauderdale, FL 33301
         Tel: (954) 847-3324
         Fax: (954) 463-9244
         E-mail: jsilver@conradscherer.com

                    About PGA Flyover Corporate

PGA Flyover Corporate Park LLC filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 13-18701) in West Palm Beach, Florida on
April 17, 2013.  Bradley S. Shraiberg, Esq., at Shraiberg, Ferrara
& Landau, P.A., in Boca Raton, Florida, serves as counsel to the
Debtor.  The Debtor disclosed $10 million to $50 million in assets
and liabilities.

The Debtor, owner of the mixed use development known as the PGA
Professional and Design Center in Florida, filed a liquidating
plan that would satisfy 100% of its liabilities.

PGA Flyover, an entity managed and owned by Florida developer
Daniel S. Catalfumo, says it has commenced the bankruptcy case to
resolve the wasteful scorched earth litigation tactics engaged in
by BBX Capital Asset Management, LLC, the current owner of a final
judgment of $40.9 million.

The PGA Professional and Design Center is located on the Southeast
quadrant of PGA Boulevard and RCA Boulevard in Palm Beach Gardens,
an attractive location with strong development potential.


PLATINUM PROPERTIES: Seeks to Sell Maple Knoll Property
-------------------------------------------------------
Platinum Properties, LLC, filed a motion asking the U.S.
Bankruptcy Court for the Southern District of Indiana,
Indianapolis Division, to approve a purchase agreement under which
the real estate located within the Maple Knoll mixed use
development in Westfield, Indiana, will be sold with Maple Knoll
Developer, LLC.

According to the Debtor, the sale of the Maple Knoll project will
result to the Purchaser becoming the holder of the Debtor's
indebtedness.  The sale, for one, will resolve all of the Debtor's
liability to Bank of America, NA, which has a valid, perfected,
first priority lien on the Real Estate to secure a claim against
the Debtor of $10,680,446 as of May 31, 2013.  As of the Petition
Date, BofA was the senior lender on two of the Debtor's projects,
including Maple Knoll.  The other project, Long Ridge Estates, has
already been sold.

The sale will also resolve the Debtor's liability to MK Investment
Group, LLC, and Christel DeHaan as Trustee of the Christel DeHaan
Revocable Trust dated December 31, 1992, which have valid and
enforceable second priority liens on the Real Estate to secure a
claim against the Debtor totaling $3,783,816 as of May 31, 2013.

Moreover, the Debtor projects that the remaining balance with
Golden Investments III, LLC, which total $150,697, will be fully
repaid before the closing of the sale of the property.

In connection with the proposed sale of the Maple Knoll Property,
the Debtor also seeks authority to assume and assign to the
Purchaser the following executory contracts:

   -- Right of First Offer Agreement, dated Nov. 16, 2007, with
      Sheehan Properties, LLC;

   -- contract for purchase of real property with Herman & Kittle
      Properties, Inc., and Community Action of Greater
      Indianapolis, Inc.; and

   -- Lot Purchase Agreement, dated Nov. 2, 2006, with Arbor
      Homes, LLC.

The Debtor also seeks authority to reject a Bulk Lot Purchase
Agreement, dated Jan. 23, 2008, with Paul Shoopman Home Building
Group, Inc.

A hearing on the Debtor's motion will be held on July 15, 2013, at
01:30 PM (EDT).  Objections due by July 11.

The Debtor's motion was filed by Jay Jaffe, Esq. --
jay.jaffe@faegrebd.com -- and Kayla D. Britton, Esq. --
kayla.britton@faegrebd.com -- at FAEGRE BAKER DANIELS LLP, in
Indianapolis, Indiana.

              About Platinum Properties and PPV LLC

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer.  Platinum acquires land,
designs the projects, obtains zoning and other approvals, and
constructs roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 protection
(Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25,
2011.  Lawyers at Baker & Daniels LLP, in Indianapolis, Indiana,
serve as the Debtors' bankruptcy counsel.  Platinum Properties
disclosed $14,624,722 in assets and $181,990,960 in liabilities as
of the Chapter 11 filing.

The U.S. Trustee has not yet appointed a creditors committee in
the Debtor's case.  The U.S. Trustee reserves the right to appoint
such a committee should interest developed among the creditors.


POLAROID CORP: Ritchie Capital Can't Bypass Dist. Court in Appeal
-----------------------------------------------------------------
Minnesota District Judge Susan Richard Nelson denied the request
of Ritchie Capital Management, L.L.C., Ritchie Special Credit
Investments, Ltd., Rhone Holdings II Ltd., Yorkville Investments
I, L.L.C., and Ritchie Capital Structure Arbitrage Trading, Ltd.,
to take an appeal from a final bankruptcy court order directly to
the United States Court of Appeals for the Eighth Circuit.

The case arises from bankruptcy proceedings involving Polaroid
Corporation and other affiliated Polaroid entities.  In December
2008, Polaroid filed for Chapter 11 bankruptcy in the United
States Bankruptcy Court for the District of Minnesota.  In
February 2009, the Polaroid Corporation, in the capacity of
debtor-in-possession, commenced an adversary proceeding against
the Ritchie Entities in Bankruptcy Court.  The Polaroid bankruptcy
proceeding was subsequently converted to a case under Chapter 7,
at which time Appellee-Trustee John R. Stoebner was substituted as
the plaintiff.  The Trustee seeks to avoid certain liens that
Polaroid had granted to Ritchie pursuant to a September 19, 2008
Trademark Security Agreement, and the disallowance of claims based
on that agreement.  Specifically, the Trustee seeks to avoid the
liens as fraudulent transfers pursuant to 11 U.S.C. Sections 548
and 544.

The Bankruptcy Court entered a bifurcated schedule in which it
first considered a motion for partial summary judgment on the
Trustee's claims of actual fraudulent transfer prior to the
resolution of the Trustee's other remaining claims, including
constructive transfer.  The Trustee argued that the transfers at
issue were actually fraudulent under two theories:

     (1) by application of the "Ponzi scheme presumption"; and

     (2) under a traditional "badges of fraud" analysis.

The Ponzi scheme at issue was operated by Tom Petters.

At the time of the scheme's operation, the ownership of Polaroid
was traceable to one of Petters' entities, Petters Group
Worldwide, LLC.  Ritchie lent funds to Tom Petters and, like many
of Petters' investors and creditors, became concerned when, in
2008, it appeared that Tom Petters and his entities were
insolvent.  In exchange for an extension agreement on several
outstanding notes held by Ritchie, Tom Petters, on behalf of
Polaroid, executed the Trademark Security Agreement in favor of
Ritchie.  The agreement granted Ritchie a security interest in
certain trademarks owned by Polaroid.  When Polaroid was placed
into bankruptcy, Ritchie claimed to hold enforceable security
interests, or liens, in the particular Polaroid trademarks.

In the adversary proceeding, the Honorable Gregory F. Kishel,
Chief United States Bankruptcy Judge for the District of
Minnesota, granted in part, and denied in part, the Trustee's
motion for partial summary judgment. Chief Judge Kishel granted
the Trustee's motion on the issue of actual fraudulent transfer,
applying both a Ponzi scheme presumption and a badges of fraud
analysis. Under either analysis, Chief Judge Kishel held that
Ritchie's liens resulted from actual fraudulent transfers and were
therefore avoidable.

Ritchie et al. contend that direct appeal to the Eighth Circuit
would materially advance the progress of the underlying
proceedings.  Because of the bifurcated nature of the bankruptcy
proceedings, they argue that receiving a final, definitive opinion
from the Eighth Circuit would obviate the need to litigate the
remaining claims. They contend that speedy resolution of the
actual fraudulent transfer claims would save the debtor's estate
from expending resources, "as the Trustee would not be forced to
litigate two levels of appeal."

The District Court disagrees with Ritchie et al., saying that the
argument that immediate appeal now, as opposed to appeal later, is
more expeditious could be made in nearly all cases.  The Court
finds that a certification to the Court of Appeals would not
materially advance the progress of the case.

The case is, Ritchie Capital Management, L.L.C., as administrative
and collateral agent, Ritchie Special Credit Investments, Ltd.,
Rhone Holdings II Ltd., Yorkville Investments I, L.L.C., and
Ritchie Capital Structure Arbitrage Trading, Ltd., Appellants, v.
John Stoebner, Trustee, Appellee, Civil Case No. 12-3038 (SRN)
(D. Minn.)

A copy of the District Court's June 6, 2013 Opinion & Order and
Memorandum is available at http://is.gd/MRbk8kfrom Leagle.com.

Counsel for Ritchie et al:

          James M. Jorissen, Esq.
          LEONARD, O'BRIEN, SPENCER, GALE & SAYRE, LTD.
          100 South Fifth Street, Suite 2500
          Minneapolis, MN 55402
          E-mail: jjorissen@losgs.com

               - and -

          Brian A. McAleenan, Esq.
          Michael J. La Mare, Esq.
          SIDLEY AUSTIN, LLP
          One South Dearborn Street
          Chicago, IL 60603
          E-mail: bmcaleenan@sidley.com
                  mlamare@sidley.com

Counsel for Appellee:

          George H. Singer, Esq.
          Mark S. Enslin, Esq.
          Sandra S. Smalley-Fleming, Esq.
          Terrence J. Fleming, Esq.,
          LINDQUIST & VENNUM, PLLP
          80 South Eighth Street, Suite 4200
          Minneapolis, MN 55402
          E-mail: gsinger@lindquist.com
                  menslin@lindquist.com
                  ssmalley@lindquist.com
                  tfleming@lindquist.com

                       About Polaroid Corp.

Polaroid Corporation -- http://www.polaroid.com/-- makes and
sells films, cameras, and other imaging products.  Polaroid
filed for chapter 11 protection on Oct. 12, 2001 (Bankr. D.
Del. Case No. 01-10864) and again on Dec. 18, 2008 (Bankr. D.
Minn. Case No. 08-46617).  PLR Acquisition LLC, a joint venture
composed of Hilco Consumer Capital L.P. and Gordon Brothers
Brands LLC, acquired most of Polaroid's assets -- including the
Polaroid brand and trademarks -- in May 2009.  They paid $87.6
million for the brand.  Debtor Polaroid Corp. was renamed to PBE
Corp. following the sale.  The case was converted to Chapter 7 on
Aug. 31, 2009, and John R. Stoebner serves as the Chapter 7
Trustee.

The jointly administered Chapter 7 bankruptcy estates are Polaroid
Corp., Polaroid Holding Company, Polaroid Consumer Electronics,
LLC, Polaroid Capital, LLC, Polaroid Latin America I Corporation,
Polaroid Asia Pacific LLC, Polaroid International Holding LLC,
Polaroid New Bedford Real Estate, LLC, Polaroid Norwood Real
Estate, LLC, and Polaroid Waltham Real Estate, LLC.


PRM FAMILY: Sec. 341 Creditors' Meeting on July 9
-------------------------------------------------
A meeting of creditors under 11 U.S.C. Sec. 341(a) in the Chapter
11 case of PRM Family Holding Company, L.L.C., is scheduled for
July 9, 2013, at 1:30 p.m. at US Trustee Meeting Room, 230 N.
First Avenue, Suite 102, in Phoenix, Arizona.

                         About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026) on
May 28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Lowell E.
Rothschild, Esq., Michael McGrath, Esq., Scott H. Gan, Esq.,
Frederick J. Petersen, Esq., Kasey C. Nye, Esq., David J. Hindman,
Esq., and Isaac D. Rothschild, Esq., at Mesch, Clark & Rothschild,
P.C., serve as the Debtor's counsel.  HG Capital Partners' Jim
Ameduri serves as financial advisor.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.


PURE BEAUTY: Court Dismisses Chapter 11 Case
--------------------------------------------
Bankruptcy Judge Mary F. Walrath has entered an order dismissing
the Chapter 11 cases of debtors Pure Beauty Salons & Boutiques,
Inc. and BeautyFirst Franchise Corp.

Dismissal was sought by the Debtors and the Official Committee of
Unsecured Creditors.  They also asked that the dismissal order:

   a. dissolve the Debtors' corporate entities; and

   b. direct the purchaser of the assets to pay from the final
      wind-down reserve the approved professional fees and
      expenses pursuant to the agreed procedures.

In February 2012, Pure Beauty won court approval to sell the
business in exchange for debt under a contract largely worked out
prepetition.  Regis Corp., the former owner, and an affiliate of a
Luborsky family trust, acquired the business in exchange for
$18 million in debt held by Regis and the assumption of specified
liabilities.

In their court papers seeking dismissal, the Debtors and the
Committee said they have negotiated, obtained approval of, and
consummated the sale of substantially all of the Debtors' assets
during the pendency of the cases and no longer have any bases or
purpose for continuing the Chapter 11 Cases.

In connection with the sale, the purchaser agreed to assume or
provide for the payment of a majority of the administrative
expense liabilities which have accrued against the Debtors since
the Petition Date and certain tax obligations (including those
entitled to priority status), thus relieving the Debtors of
certain ongoing obligations that would otherwise require these
cases to remain open for a significant amount of time.

Furthermore, pursuant to the terms of the sale order, the
purchaser was granted releases in conjunction therewith, and also
acquired any potential causes of action held by the Debtors.

At this stage, the Debtors' authority to use cash collateral has
terminated, the Debtors have no unencumbered funds available for
distribution to creditors, there are no assets of any value which
could be liquidated and the Revised Wind-Down Reserve has been
exhausted.

The Debtors and the Committee said dismissal of the Chapter 11
cases and the dissolution of the Debtors' corporate entities are
warranted under the circumstances and in the best interests of the
Debtors and their estates.

Counsel to the Creditors Committee can be reached at:

         Laura Davis Jones, Esq.
         Bruce Grohsgal, Esq.
         Bradford J. Sandler, Esq.
         PACHULSKI STANG ZIEHL & JONES LLP
         919 North Market Street, 17th Floor
         P.O. Box 8705
         Wilmington, DE
         Tel: (302) 652-4100

                         About Pure Beauty

Pure Beauty Salons & Boutiques, Inc., and its affiliated company
BeautyFirst Franchise Corp., operate a chain of hair care and
beauty supply stores under the trade names Trade Secret, Beauty
Express, BeautyFirst, PureBeauty, and Winston's Barber Shop.  Pure
Beauty Salons & Boutiques, Inc. operates and/or owns 436 stores
and BeautyFirst Franchise Corp. has agreements with 13 franchisees
that operate 22 BeautyFirst and 7 Trade Secret Stores.

Pure Beauty Salons & Boutiques, Inc., is back in Chapter 11 after
having been sold out of Chapter 11 last year.  The prior case was
dismissed after the sale was completed.  The previous case was In
re Trade Secret Inc., 10-12153, in the same court.

Pure Beauty Salons filed for bankruptcy (Bankr. D. Del. Case No.
11-13159) on Oct. 4, 2011.  Affiliate BeautyFirst Franchise Corp.
filed a separate petition (Bankr. D. Del. Case No. 11-13160).
Joseph M. Barry, Esq., Kenneth J. Enos, Esq., and Ryan M. Bartley,
Esq., at Young Conaway Stargatt & Taylor, LLP, serve as the
Debtors' counsel.  The Debtors' investment banker is SSG Capital
Advisors' J. Scott Victor.  The Debtors' notice, claims
solicitation, and balloting agent is Epiq Bankruptcy Solutions.

In its schedules, Pure Beauty Salons disclosed $36,444,963 in
assets and $55,215,590 in liabilities as of the Petition Date.
In its schedules, BeautyFirst Franchise disclosed $1,716,985 in
assets and $36,761,086 in liabilities as of the Petition Date.

The Debtors owe $15 million to vendors and landlords.  The
petition was signed by Brian Luborsky, chief executive officer.

Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven unsecured creditors to serve on the Official Committee of
Unsecured Creditors of Pure Beauty Salons.  Attorneys at Pachulski
Stang Ziehl & Jones LLP represent the Committee.  LM+Co serves as
their financial advisor.

Secured lender Regis Corp. is represented in the case by Michael
L. Meyer, Esq., at Ravich Meyer Kirkman McGrath Nauman & Tansey
P.A., and Kathleen M. Miller, Esq., at Smith Katzenstein & Furlow
LLP.


QUECHAN INDIAN: Fitch Rates $30 Million TED Bonds at 'B/RR3'
------------------------------------------------------------
Fitch Ratings assigns a 'B/RR3' rating to Quechan Indian Tribe's
(Quechan; the tribe) approximately $30 million in outstanding
tribal economic development bonds (TED bonds) due 2025. In
addition, Fitch has upgraded the tribe's gaming enterprise revenue
bonds to 'B/RR3' from 'B-/RR2' and the tribe's governmental
project bonds (general obligation [GO] bonds) to 'B-/RR4' from
'CCC/RR4'. Fitch also upgrades Quechan's Issuer Default Rating
(IDR) to 'B-' from 'CCC'. The Rating Outlook is revised to Stable
from Positive.

The TED bonds rank pari passu with the revenue bonds and have
similar protective measures, although one notable difference is
that the TED bonds come with a pre-funded debt service reserve
fund equal to 10% of the bonds' outstanding principal. In
contrast, the revenue bonds' reserve fund is springing and gets
funded through a controlled flow of funds if debt service coverage
(DSC) falls below 1.5x.

The TED bonds include a DSC test of 1.50x, which steps up to 1.65x
in March 31, 2013 and triggers daily sweeps into a trustee-
controlled flow of funds. A failure to maintain coverage of at
least 1.25x triggers a default. Additional pari passu indebtedness
is permitted as long as pro forma debt/EBITDA ratio is not greater
than 3.75x and DSC is at least 2.25x. Debt service coverage for
the period ending March 31, 2013 was 2.35x. The TED bonds are
subject to sinking fund payments of $2.5 million-$3 million per
year starting in 2017, leaving a $6.5 million balloon payment in
2025.

The tribe is contemplating a refinancing of its $98 million in
outstanding revenue bonds with the proceeds from a new $107
million five-year credit facility (includes a $5 million revolver
that will be undrawn at closing). The credit facility will be pari
passu to the TED bonds and will have additional financial
covenants including: a 1.05x fixed-charge coverage test (which
will include tribal distributions), a minimum EBITDA test, maximum
capital expenditure test, and a leverage maintenance test.
Additional pari passu borrowings will not be permitted.
Amortization on the term loan will be aggressive at roughly $12
million-$14 million; however, debt service will initially remain
relatively level as interest expense is expected to be lower.

Key Rating Drivers:

The upgrade of Quechan's bonds and IDR reflects the tribe's
strengthened financial flexibility as a result of more prudent
fiscal management, improved casino operations, and a reduction in
interest costs achieved through a series of refinancings and
paydown of debt. Fitch expects Quechan's tribal reserves to be
maintained at current levels or to grow, which is in contrast to
two-three years ago when the risk of the tribe depleting its
reserves was a serious risk.

In 2011 the tribe significantly reduced per capita payments to its
tribal members and made other reductions in governmental services
to bring government spending more in-line with the casino
distributions. At the same time casino operations started to
improve, enabling the tribe to stabilize its reserves.

Quechan's liquidity was also being hampered by high interest costs
related to the debt the tribe secured during the downturn to build
its flagship casino. Using its internal liquidity as well as
proceeds from a federal government settlement and from newly
issued lower cost debt, Quechan was able to materially reduce its
interest cost and debt service. The proposed refinancing of the
revenue bonds (15% coupon) with less expensive bank debt should
further reduce interest cost and help the tribe to delever
quicker.

The upgrade also reflects the elimination of Quechan's GO bond
liquidity covenant, which the tribe risked violating. The covenant
was eliminated through an amendment that Quechan secured late last
year in exchange for pledging additional liquid assets to a GO
reserve fund. The payment into the reserve reduced Quechan's
unrestricted cash balances, but cash on hand remains ample to meet
day-to-day operation needs and the planned $5 million revolver
should address contingent liquidity needs.

Quechan's credit metrics are strong for its rating level. For the
latest 12-month (LTM) period ending March 31, 2013, debt/EBITDA
and DSC ratios (including the GO bonds) are solid at 3.65x and
2.04x, respectively. Pro forma for the revenue bonds refinancing,
DSC will remain largely unchanged due to heavy amortization on the
term loans; however, Fitch expects leverage to decline
meaningfully over the next one-two years. Per Fitch's base
forecast, debt/EBITDA declines to 2.98x by year-end 2014 and 2.65x
by year-end 2015. DSC should begin to improve to above 2.20x by
2015 as interest cost declines due to the reduced principal
outstanding and improved term loan pricing, which is based on a
leverage grid.

Quechan's credit metrics are more in-line with the mid-to-high end
of the 'B' category relative to other 'B' category Native American
credits in Fitch's rated universe. The lower 'B-' IDR reflects the
heightened operating risk of Quechan's casinos, which depend on
the economically challenged Yuma, AZ market. The IDR also takes
into account the lack of track record of the tribe adhering to
prudent fiscal practices for an extended period of time.

Also, while Fitch expects Quechan's reserves to remain stable or
grow, there is little headroom for deterioration in casino
operating performance, as the tribe's run-rate governmental
expenses and total debt service together make up roughly 87% of
the casinos' EBITDA (80% not counting per cap payments). The
tribe's liquidity (which includes the proposed $5 million
revolver) provides a modest buffer against a temporary decline in
casino operations. However, a prolonged and/or more drastic
decline in operations would likely force the tribe to take further
austerity measures, which could be difficult to implement.

Casino revenues grew in 2011 and 2012 but declined 4.9% in first-
quarter 2013, consistent with most other U.S. gaming markets, as
the payroll tax increase, higher gas prices and delayed tax
returns had an impact on the consumer. Management was able to
reduce costs to offset the revenue decline with EBITDA increasing
1.6% over the prior year. Fitch remains cautious on gaming trends
for the remainder of 2013 but expects revenue trends to improve.
For Quechan, Fitch forecasts flat revenue growth for the remainder
of the year and low single-digit growth thereafter.

Rating Sensitivities:

Quechan's IDR can move toward the mid-to-high end of the 'B'
rating category over the medium-term (approximately two-five
years) as credit metrics strengthen further, tribal liquidity
improves, and/or casino EBITDA expands.

Specific rating triggers include:

Positive: Future developments that in some combination could lead
to positive rating actions include:

-- Debt/EBITDA ratio migrating towards 2.5x with GO bonds and
   2.0x without;

-- DSC remaining above 2.0x with GO bonds debt service and
   2.25x without;

-- Tribe maintaining prudent fiscal management practices;

-- Tribal cash reserves being maintained at current levels
   (could sustain government without casino distributions for
   approximately nine months). An increase in reserves is not
   a prerequisite for an upgrade, although a material increase
   can accelerate the timing.

Negative: Future developments that in some combination could lead
to negative rating action include:

-- Debt/EBITDA ratio exceeding, for an extended period, 3.75x
   with GO bonds and 3.25x without;

-- DSC declining below, for an extended period, 1.75x with GO
   bonds debt service and 2.00x without;

-- Tribe deviating from prudent fiscal management (e.g. increases
   per cap payments at expense of depleting tribal reserves);

-- Tribal reserves declining to a point that the tribe can only
   cover about six months of operations without casino
   distributions. The tribe's cash position fluctuates seasonally
   (first quarter being the highest point); therefore, there is
   some room for dips in cash during the low months (summer).

Transaction Ratings

Fitch views prospects for the TED bonds and the revenue bonds in
terms of probability of default and recovery in case of default as
distinctly better relative to the GO bonds. This is because the
revenue bonds are backed by casino revenues, whereas the GO bonds
are not. The revenue pledge is strengthened by a trustee-
controlled flow of funds that ensures the bond debt service is
paid prior to any tribal distribution. The flow of funds is sprung
if coverage falls below 1.5x. As of March 31, 2013, coverage of
debt service was at 2.4x. This mechanism allows Fitch to partially
segregate the credit risk of the casino operations from the tribe,
which has a weaker credit profile.

However, the tribal credit profile is still heavily factored into
the TED bond ratings, since significant distress on the tribal
side may potentially force the TED bondholders or lenders to make
concessions to allow the tribe to maintain adequate liquidity and
critical governmental services.

Previously the revenue bondholders agreed to revise their
contingent funding covenant in 2010 so that the tribe would be
able to secure its GO bond covenant amendment and avoid a default
on the GO bonds.

Fitch has upgraded the following ratings:

Quechan Indian Tribe

-- Long-term IDR to 'B-' from 'CCC';
-- Enterprise Revenue Bonds to 'B/RR3' from 'B-/RR2';
-- Governmental Project Bonds to B-/RR4 from CCC/RR4.

Fitch assigns the following rating:

-- Tribal economic development bonds 'B/RR3'


RAM OF EASTERN N.C.: Disclosures Approved, Plan Hearing Sept. 5
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina, New Bern Division, conditionally approved the disclosure
statement explaining Ram of Eastern North Carolina, LLC's plan,
and scheduled a hearing to consider confirmation of the Plan on
Sept. 5, 2013, at 11:00 A.M.

The Debtor's Plan contemplates the continuation of its business
activities.  Payments under the Plan will be made through income
earned through the operation of the Debtor's business, and through
deeding certain properties to its secured creditors.

Allowed Secured Claims are claims secured by property of the
Debtor's bankruptcy estate to the extent allowed as secured claims
under Section 506 of the Bankruptcy Code.  If the value of the
collateral or setoffs securing the creditor's claim is less than
the amount of the creditor's allowed claim, the deficiency will be
classified as a deficiency claim.

Aug 29 is the last day for filing written objections to the
Disclosure Statement and the confirmation of the Plan.  If no
objection to the Disclosure Statement is filed, the conditional
approval of the Disclosure Statement will become final.

A full-text copy of the Disclosure Statement dated June 20, 2013,
is available for free at:

          http://bankrupt.com/misc/RAMOFEASTERNds0620.pdf

The Disclosure Statement was filed by George M. Oliver, Esq. --
gmo@ofc-law.com -- and Ciara L. Rogers, Esq. -- clr@ofc-law.com --
at Oliver Friesen Cheek, PLLC, in New Bern, North Carolina, on
behalf of the Debtor.

               About RAM of Eastern North Carolina

RAM of Eastern North Carolina, LLC, formerly Grantham Crossing,
LLC, filed a Chapter 11 petition (Bankr. E.D.N.C. Case No.
13-01125) in Wilson, North Carolina, on Feb. 21, 2013.

The Debtor, which owns commercial and residential rental
properties in Craven and Carteret Counties, North Carolina,
disclosed $11.7 million in total assets and $7.70 million in total
liabilities in its schedules.

George M. Oliver, Esq., at Oliver Friesen Cheek, PLLC, serves as
bankruptcy counsel to the Debtor.


READER'S DIGEST: Reorganization Plan Confirmed
----------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court confirmed
RDA Holding's Second Amended Joint Plan of Reorganization, and the
Company expects to emerge from Chapter 11 protection at the end of
July 2013.

Robert E. Guth, Company C.E.O., states, "We are taking decisive
actions that are placing our business on a stronger path for the
long-term and making us a more relevant and more profitable
Company. We have used the restructuring period to reset and
refresh our Company and have reconsidered nearly every aspect of
our business," the report said, citing a company statement.

Upon emergence, the Company will have reduced its debt by over 80%
from approximately $500 million to approximately $100 million and
have a stronger cash position and converted approximately $465
million of secured notes to equity, BData said.  In addition, it
will focus solely on its most profitable core businesses after
shedding non-core and less profitable.  The Company states that it
has also made great progress in re-aligning its corporate
infrastructure with its more narrowly defined mission.

Guth continues, "The speed with which our restructuring plan
proceeded reflects the unanimity of purpose among our stakeholders
about our path forward, and we are very grateful for their
support."

                     About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands.  For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013,
with an agreement with major stakeholders for a pre-negotiated
chapter 11 restructuring.  Under the plan, the Debtor will issue
the new stock to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and total
liabilities of $1,184,500,000 as of the Petition Date.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.

Under the Plan, holders of allowed general unsecured claims in
such sub-class will receive their pro rata share of the GUC
distribution; holders of allowed general unsecured claims of
Reader's Digest will also receive their pro rata share of the RDA
GUC distribution and the senior noteholder deficiency claims in
such sub-class will be deemed waived solely for purposes of
participating in the GUC distribution and the RDA GUC
distribution.

The Official Committee of Unsecured Creditors is represented by
Otterbourg, Steindler, Houston & Rosen, P.C.  The Committee tapped
Alvarez & Marsal North America, LLC, as financial advisors.


RESIDENTIAL CAPITAL: Opposes Credit Unions' $200-Mil. Claims
------------------------------------------------------------
Residential Capital LLC and its affiliates ask the Bankruptcy
Court to disallow and expunge the claims filed by the National
Credit Union Administration Board, as liquidating agent for the
Western Corporate Federal Credit Union and U.S. Central Federal
Credit Union, on the ground that the NCUA's claims are not
enforceable against the Debtors because they are untimely and
without merit.

The Debtors relate that the Credit Unions purchased $30 billion of
residential mortgage-backed securities in the years leading up to
the collapse of the housing market.  According to the NCUA, these
"aggressive" investments -- representing approximately 70% of
WesCorp's investment portfolio and over 90% of U.S. Central's -
were "essentially bets" on the direction of the U.S. residential
real estate market.  Those bets did not pay off and, like
virtually every other major market participant, the Credit Unions
suffered losses on their mortgage-backed securities when the
housing market crashed.  But the Credit Unions failed to take any
action against anyone to recoup these losses in the years before
the NCUA placed them into conservatorship, Gary S. Lee, Esq., at
Morrison & Foerster LLP, in New York, tells the Court.

Years later, in late 2011, the NCUA, as liquidating agent for the
Credit Unions, filed a spate of lawsuits against RMBS issuers and
underwriters, including a case against debtor Residential
Accredits Loans, Inc., in the Central District of California and a
case against debtor Residential Funding Mortgage Securities II,
Inc. in the District of Kansas.

Both NCUA Actions assert claims under Section 11 of the Securities
Act.  NCUA filed 11 proofs of claim in the Debtors' Chapter 11
cases asserting claims for approximately $200 million based on the
Section 11 claims asserted in its complaints.

Essentially, the NCUA Actions theorize that because certain
Debtor-issued RMBS securities suffered losses along with the rest
of the market during a historic financial crisis, the originators
of the underlying mortgages must have abandoned their underwriting
standards and the Debtors failed to disclose this.  The NCUA
Claims seek to recover from the Debtors' Chapter 11 Cases for the
Section 11 claims NCUA asserted against the Debtors in the NCUA
Actions.

Mr. Lee, however, argues that the NCUA is not entitled to any
recovery because the NCUA Actions are untimely and meritless, for
the following reasons:

    1. The NCUA Claims are barred by the Securities Act's one-year
    statute of limitation, which begins to run when the
       plaintiff receives inquiry notice of its claims.  In this
       case, the Credit Unions received inquiry notice of their
       claims by June 2007 at the latest based on extensive
       contemporaneous news reports about the underwriting
       deterioration alleged in their complaints and based on
      explicitly warnings about the deterioration from the NCUA.
       The statute of limitations, thus, extinguished the Credit
       Unions' claims by June 2008.  And the NCUA did not bring
       suit until more than three years later in August 2011.

    2. The RMBS offering materials did not contain any actionable
       misstatement or omission about the loan originators'
       underwriting practices.  Rather, those materials contained
       extensive risk disclosures explicitly warning of the very
      risks that NCUA claims were concealed.

    3. Given those extensive risk disclosures, the NCUA's own
       repeated warnings to the Credit Unions about the riskiness
       of RMBS investments and deteriorating mortgage underwriting
       standards, widespread contemporaneous media reports about
       deteriorating mortgage underwriting standards, and the
       Credit Unions' own awareness of the risks as highly
       sophisticated RMBS investors, the NCUA cannot prove that
       any purported misstatement was material -- i.e. that it
       "significantly altered the total mix of information" -- at
       the time the Credit Unions made their investments.

    4. The Credit Unions' losses were not caused by any purported
       misstatement.  Rather, as the NCUA itself concluded that
       "losses associated with the private label mortgage-backed
       securities that were held by corporate credit unions" were
       "cause[d]" by "the overall global economic crisis that
       emerged in 2007."

A hearing on the objection will be held on July 24, 2013, at 10:00
a.m. (ET).  Responses are due July 12.

The Debtors are also represented by Joel C. Haims, Esq., and James
J. Beha II, Esq., at Morrison & Foerster LLP, in New York.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Inks Deal to Replace FRB Foreclosure Review
----------------------------------------------------------------
Judge Martin Glenn authorized Debtors GMAC Mortgage, LLC, and
Residential Capital, LLC, to execute a term sheet and deposit into
a segregated escrow account established with an escrow agent
reasonably acceptable to GMAC Mortgage and the Federal Reserve
Board an amount up to $230 million, which will be used to fund a
Qualified Settlement Fund to replace the FRB Foreclosure Review
obligations.

The Debtors have earlier asked the Bankruptcy Court for authority
to terminate the FRB Foreclosure Review, stating that the
expenditure, which amounts to approximately $300,000 per day,
represents the single most costly administrative expense of the
Debtors' estates.  The Debtors estimated that, as of the Petition
Date, the performance of the FRB Foreclosure Review may cost as
much as $180 million.  By August, the Debtors' estimate of the
cost of the FRB Foreclosure Review had risen to $250 million.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Noteholders Say $1.8B Claim Must Be Allowed
----------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that UMB Bank NA and
a group of junior secured noteholders urged a New York bankruptcy
judge to find that Residential Capital LLC owes them nearly $1.8
billion related to a set of bonds and to reject the mortgage
servicer's contention that their claims are undersecured.

According to the report, in a joint response to ResCap's adversary
proceedings against the bank and the ad hoc group of JSNs, the two
defendants fired off counterclaims.

                     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).


ROTECH HEALTHCARE: IHS at Jefferson Hospital Files Schedules
------------------------------------------------------------
Integrated Health Services At Jefferson Hospital, Inc. an
affiliate of Rotech Healthcare, Inc., filed with the U.S.
Bankruptcy Court for the District of Delaware its schedules of
assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property            $2,809,920
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $560,871,725
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $1,521
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                           $19,270
                                 -----------     ------------
        TOTAL                     $2,809,920     $560,892,516

A copy of the schedules is available for free at
http://bankrupt.com/misc/ROTECH_HEALTHCARE_sal_t.pdf

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- and
second-lien secured notes.  The $290 million in 10.5 percent
second-lien notes are to be exchanged for the new equity.  Trade
suppliers are to be paid in full, if they agree to continue
providing credit.  The existing $23.5 million term loan would be
paid in full, and the $230 million in 10.75 percent first-lien
notes will be amended.

The Official Committee of Unsecured Creditors tapped Otterbourg,
Steindler, Houston & Rosen, P.C., as counsel; Buchanan Ingersoll &
Rooney PC as Delaware counsel; and Grant Thornton LLP as financial
advisor.


ROTECH HEALTHCARE: Zeta Home Health Care Files Schedules
--------------------------------------------------------
Zeta Home Health Care, Inc., an affiliate of Rotech Healthcare,
Inc., filed with the U.S. Bankruptcy Court for the District of
Delaware its schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $16,243,105
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $560,871,725
  E. Creditors Holding
     Unsecured Priority
     Claims                                            $2,407
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                          $168,301
                                 -----------     ------------
        TOTAL                    $16,243,105     $561,042,432

A copy of the schedules is available for free at
http://bankrupt.com/misc/ROTECH_HEALTHCARE_sal.pdf

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- and
second-lien secured notes.  The $290 million in 10.5 percent
second-lien notes are to be exchanged for the new equity.  Trade
suppliers are to be paid in full, if they agree to continue
providing credit.  The existing $23.5 million term loan would be
paid in full, and the $230 million in 10.75 percent first-lien
notes will be amended.

The Official Committee of Unsecured Creditors tapped Otterbourg,
Steindler, Houston & Rosen, P.C., as counsel; Buchanan Ingersoll &
Rooney PC as Delaware counsel; and Grant Thornton LLP as financial
advisor.


SAND SPRING: July 16 Hearing on Adequacy of Disclosure Statement
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on July 16, 2013, at 10 a.m., to consider the
adequacy of information in the Disclosure Statement explaining
Sand Spring Capital III, LLC, et al.'s First Amended Plan of
Reorganization dated June 6, 2013.  Objections, if any, are due
July 9, 2013.

According to the Disclosure Statement, the Plan implements a
settlement with Cantor Fitzgerald & Co. and related entities,
referred to as the "Cantor Chapter 11 Settlement," which the
Bankruptcy Court approved on May 28, 2013.  The Cantor Chapter 11
Settlement resolves claims that the Debtors may have against the
Cantor Group.  The Cantor Chapter 11 Settlement and the Plan,
generally, do not waive or release any claims that the Debtors or
investors may have against any parties other than the Cantor
Group, including Commonwealth and Walter Morales.

Under the Cantor Chapter 11 Settlement, in exchange for Cantor's
payment of $1 million to the Debtors, the Debtors are releasing
the claims against the Cantor Group.

In addition, under the terms of Cantor Chapter 11 Settlement,
Cantor has agreed to an additional amount of $1 million in
settlement payments to investors who elect to release their direct
claims and causes of action that have been or may be commenced by
the investors against members of the Cantor Group.

Alternatively, investors may elect to retain their claims and
causes of action against member of the Cantor Group.

A copy of the Plan is available at:

http://bankrupt.com/misc/SAND_SPRING_ds_1amendedplan.pdf

                        About Sand Spring

Nine funds advised by Commonwealth Advisors Inc. of Baton Rouge,
Louisiana, sought Chapter 11 protection on Oct. 25, 2011, after
failing to work out a reorganization plan acceptable to all
investors.  Lead Debtor is Sand Spring Capital III, LLC (Bankr. D.
Del. Case No. 11-13393).

Kenneth J. Enos, Esq., at Young, Conaway, Stargatt & Taylor,
Wilmington, Delaware serves as counsel to the Debtors.  Epiq
Bankruptcy Solutions LLC serves as claims and notice agent.

The funds were formed from 2005 to 2007 under Walter Morales,
president and chief investment manager, and attracted 456
investors, according to filings in U.S. Bankruptcy Court in
Wilmington, Delaware.  Last year, investors filed class-action
and derivative suits alleging mismanagement, misrepresentation,
and breach of fiduciary duty.

According to Bloomberg News, the U.S. Securities and Exchange
Commission initiated a formal investigation in July 2009.  The
funds were unable or unwilling to satisfy investors' redemption
demands, which would have required liquidation of "their
holdings in an illiquid market and at depressed prices."

The funds, Commonwealth and Morales negotiated a prepackaged
Chapter 11 plan, which was accepted by all classes of creditors
except one.  Because third-party contributions required unanimous
approval, the funds said they filed in Chapter 11 so they could
have "further discussions with their investors with the oversight
of this court."

Robert S. Brady, Esq., at Young Conaway stargatt & Taylor, LLP,
represents the Debtor.


SBM CERTIFICATE: Proceeds to Chapter 7 Liquidation
--------------------------------------------------
The U.S. Bankruptcy Court signed a consent order converting the
jointly administered Chapter 11 cases of SBM Certificate Company,
et al., to liquidation proceedings under Chapter 7 of the United
States Bankruptcy Code.

A motion for the conversion of the case was filed by Judy A.
Robbins, the U.S. Trustee, who argued that each of the Debtors was
not in good standing with the Maryland State Department of
Assessments and Taxation at the time the Chapter 11 cases were
filed on April 26, 2013 and for at least a few years prior to that
date.

The U.S. Trustee also pointed out that, as raised by the
Securities and Exchange Commission in a motion for appointment of
a Chapter 11 trustee, certain factual events indicate that there
has been fraud, dishonesty, incompetence, or gross mismanagement
of the affairs of each of the Debtors by current management before
the commencement of the Chapter 11 cases.

SBM Certificate Company filed a bare-bones Chapter 11 petition
(Bankr. D. Md. Case No. 13-17282) in Greenbelt, Maryland, on
April 26, 2013.  Eric W. Westbury, Sr., signed the petition as
director.  Lawrence A. Katz, Esq., at Leach Travell Britt PC,
in Tysons Corner, Virginia, serves as counsel to the Debtors.
Silver Spring-based SBM disclosed $28.7 million in assets and
$49.4 million in liabilities as of Dec. 31, 2012.


SCOTTSDALE VENETIAN: Can Use Cash Collateral Until July 31
----------------------------------------------------------
Judge George B. Nielsen of the U.S. Bankruptcy Court for the
District of Arizona entered a second stipulated order allowing
Scottsdale Venetian Village, LLC, to continue using the cash
collateral of First National Bank of Hutchinson until the earlier
of (a) July 31, 2013, (b) entry of an order reversing the Cash
Collateral Order, (c) the conversion of the Debtor's case to a
case under Chapter 7, or (d) the appointment of a trustee or
examiner.

The Debtor may use Cash Collateral for the payment of reasonable
and necessary expenses incurred in the ordinary course of the
operation of the Days Hotel located at 5101 N. Scottsdale Road, in
Scottsdale, Arizona, and the Papi Chulo's Mexican Grill & Cantina,
a restaurant located immediately adjacent to the Hotel, within a
10% variance of the terms of the budget.

In addition to the Lender's postpetition lien on the Property and
Cash Collateral as provided in the Bankruptcy Code, including in
particular Section 552(b), as adequate protection for the
Lender's interests as of the Petition Date in the Prepetition
Collateral, the Lender is granted:

   -- continuing valid, choate, perfected, enforceable and
      non-avoidable security interests in and liens and mortgages
      on all assets and property of the Debtor and the Estate; and

   -- a lien on the postpetition revenues generated through the
      operation of the Restaurant, those revenues will not be
      considered "cash collateral" within the meaning of
      Section 363.

In addition, the Debtor will make monthly adequate protection
payments to the Lender in the amount of $5,500.

W. Scott Jenkins, Jr., Esq. -- sjenkins@rcalaw.com -- and Josh
Kahn, Esq. -- jkahn@rcalaw.com -- at RYLEY CARLOCK & APPLEWHITE,
in Phoenix, Arizona, for First National Bank of Hutchinson.

                    About Scottsdale Venetian

Scottsdale Venetian Village, LLC, operates the Days Hotel located
at 5101 N. Scottsdale Road, in Scottsdale, Arizona.  The company
also operates Papi Chulo's Mexican Grill & Cantina, located
immediately adjacent to the hotel.  The hotel consists of 211
guest rooms and, among other things, facilities for meetings and
banquets.

Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating
at least $10 million in assets and less than $10 million in
liabilities.

The Debtor is represented by John J. Hebert, Esq., at Polsinelli
Shughart, P.C., in Phoenix.


SPOKANE ASPHALT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Spokane Asphalt Paving, Inc.
          dba Earth and Sky Nursery
        5618 S. Thomas Mallen
        Spokane, WA 99224

Bankruptcy Case No.: 13-02578

Chapter 11 Petition Date: June 26, 2013

Court: United States Bankruptcy Court
       Eastern District of Washington (Spokane/Yakima)

Judge: Patricia C. Williams

Debtor's Counsel: Kevin ORourke, Esq.
                  SOUTHWELL & O'ROURKE
                  421 W Riverside Avenue, Suite 960
                  Spokane, WA 99201
                  Tel: (509) 624-0159
                  Fax: (509) 624-9231
                  E-mail: kevin@southwellorourke.com

Scheduled Assets: $699,825

Scheduled Liabilities: $1,048,362

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

The petition was signed by Nicole McCrea, shareholder.


ST-ERICSSON: Incurs $2.1-Billion Net Loss in 2012
-------------------------------------------------
ST-Ericsson SA reported a net loss of $2.094 billion on
$1.351 billion of net revenues for the twelve months ended
Dec. 31, 2012, compared with a net loss of $1.029 billion on
$1.550 billion of net revenues for the twelve months ended
Dec. 31, 2011.

The Company recorded total impairment, restructuring charges and
other related closure costs of $1.145 billion in 2012, compared to
total impairment, restructuring charges and other related closure
costs of $33 million in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $614 million
in total assets, $502 million in total liabilities, and
stockholders' equity of $112 million.

The audited consolidated financial statements of ST-Ericsson SA as
of and for the fiscal year ended Dec. 31, 2012, were filed by
Telefonaktiebolaget LM Ericsson (LM Ericsson Telephone Company) as
Exhibit No. 15.2 to LM Ericsson's  annual report on Form 20-F for
the fiscal year ended Dec. 31, 2012.

"On Dec. 10, 2012, STMicroelectronics announced its decision to
exit ST-Ericsson joint venture after a transition period, which is
expected to end during the third quarter of 2013.  On Dec. 20,
2012, Ericsson announced its decision not to acquire the remaining
share of the joint venture while continuing to explore various
strategic options for the future of ST-Ericsson.  On March 18,
2013, STMicroelectronics and Ericsson announced their agreement on
the way forward for the joint venture ST-Ericsson.  The main steps
agreed upon to split up the JV are the following: (i) Ericsson
will take on the design, development and sales of the LTE
multimode thin modem products, including 2G, 3G and 4G multimode;
(ii) ST will take on the existing ST-Ericsson products, other than
LTE multimode thin modems, and related business as well as certain
assembly and test facilities; (iii) starting the close down of the
remaining parts of ST-Ericsson.  The formal transfer of the
relevant parts of ST-Ericsson to the shareholders is expected to
be completed during the third quarter of 2013, subject to
regulatory approvals.

"The Company requires additional funding to finance its
activities. In their March 18, 2013 announcement,
STMicroelectronics and Ericsson communicated their intent to
financially support ST-Ericsson through the transition period.
The Company's ability to continue as a going concern is dependent
upon the continued availability of financial support from its
shareholders.  This factor raises substantial doubt about the
Company's ability to continue as a going concern."

A copy of ST-Ericsson's audited financial statements is available
at http://is.gd/C6HDkN

ST-Ericsson SA is registered in Switzerland with its corporate
legal seat and headquarters located in Geneva, Switzerland.  The
Company is a joint-venture of Telefonaktiebolaget LM Ericsson,
Sweden, and STMicroelectronics NV, the Netherlands.

The Company's activities include the development and delivery of
innovative mobile platforms and cutting-edge wireless
semiconductor solutions across the broad spectrum of mobile
technologies.


STOCKTON, CA: Taxpayers Want Bigger Role in Bankruptcy Case
-----------------------------------------------------------
Jim Christie, writing for Reuters, reported that a group of
California taxpayers went to court to demand a greater role in how
the city of Stockton would raise taxes to exit the bankruptcy it
filed a year ago.

According to the report, the group asked the U.S. Bankruptcy Court
in Sacramento for official committee status so its members could
see details on Stockton's plan for increasing its sales tax. If
granted this status, the group could also participate in talks
about the city's plan to adjust its debts.

Stockton officials aim to file their debt-adjustment plan with the
bankruptcy court in September following a vote by the city council
on a sales tax increase, the report said.

Stockton's city manager wants the council to hold a vote next
month on putting a ballot measure to voters in November that would
ask them to raise the city's sales tax to 9.0 percent from 8.25
percent, the report related.

If approved by voters, the increase would go into effect next
April and raise revenue to help Stockton exit bankruptcy, put more
money into public safety programs and hire more police officers to
help tackle crime in a city that ranks among the 10 most dangerous
U.S. cities, the report further related.

                      About Stockton, Cal.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.


SUMMIT III: Asks Court to Convert Case to Chapter 7
---------------------------------------------------
Summit III LLC has filed papers with the U.S. Bankruptcy Court for
the Northern District of West Virginia seeking to convert its
chapter 11 case to a chapter 7 liquidation.

Steven L. Thomas, Esq., at Kay Casto & Chaney PLLC, said:

   (i) this case has not previously been converted to another
       chapter upon the request of a party other than Summit III;
       and

  (ii) Summit III is eligible to be a debtor under Chapter 7 of
       the Bankruptcy Code.

Citizens Bank of West Virginia previously filed a motion to modify
the automatic stay and for abandonment of a property owned by
Summit III.  But the motion was later dismissed because no action
was taken by any party since April 16, 2012.

Citizens Bank of West Virginia is represented by:

         David M. Thomas, Esq.
         DINSMORE & SHOHL LLP
         215 Don Knotts Boulevard, Suite 310
         Morgantown, WV 26501
         E-mail: david.thomas@dinsmore.com

Counsel for Sun Trust Bank

         Lindsey F. Baker, Esq.
         FROST BROWN TODD LLC
         3300 Great American Tower
         301 East Fourth Street
         Cincinnati, OH 45202
         E-mail: lbaker@fbtlaw.com

                        About Summit III

Summit III LLC, based in Snowshoe, West Virginia, filed for
bankruptcy (Bankr. N.D. W.Va. Case No. 11-01448) on Aug. 11, 2011.
Judge Patrick M. Flatley presides over the case.  Steven L.
Thomas, Esq., at Kay, Casto & Chaney, serves as the Debtor's
bankruptcy counsel.  The Debtor disclosed $12,655,700 in assets
and $13,050,884 in liabilities as of the Chapter 11 case.  The
petition was signed by Samuel M. Levin, Summit III's manager.


SUNTECH POWER: Strikes Another Deal with Bondholders
----------------------------------------------------
Reuters reported that China-based solar panel maker Suntech Power
Holdings Co Ltd, whose main unit is in insolvency proceedings,
said it had struck a deal with a majority of its bondholders to
defer payment on a $541 million loan until Aug. 30, the third time
the company has reached such an agreement.

According to the report, Suntech defaulted on a principal payment
on the 3 percent convertible notes on March 15, prompting the
company's Chinese lenders to drag its main manufacturing unit into
insolvency proceedings.

Lenders holding the senior notes will nominate two additional
members to Suntech's board and will help to identify strategic and
financial investors to bring in new capital, the company said in a
statement, the report related.

Suntech said it was also looking at converting all major debt
claims held by the bondholders into equity, the report added.

The company reached a deal with 60 percent of the note holders in
March to defer payments until May 15, when it announced that it
had struck another deal with some lenders to defer obligations
until June 28, the report said.

                          About Suntech

Wuxi, China-based Suntech Power Holdings Co., Ltd. (NYSE: STP)
produces solar products for residential, commercial, industrial,
and utility applications.  With regional headquarters in China,
Switzerland, and the United States, and gigawatt-scale
manufacturing worldwide, Suntech has delivered more than
25,000,000 photovoltaic panels to over a thousand customers in
more than 80 countries.

As reported by the TCR on March 20, 2013, Suntech Power Holdings
Co., Ltd., has received from the trustee of its 3% Convertible
Notes a notice of default and acceleration relating to Suntech's
non-payment of the principal amount of US$541 million that was due
to holders of the Notes on March 15, 2013.  That event of default
has also triggered cross-defaults under Suntech's other
outstanding debt, including its loans from International Finance
Corporation and Chinese domestic lenders.


THELEN LLP: Trustee Settles With Ex-Partners Over Unfinished Biz
----------------------------------------------------------------
Beth Winegarner of BankruptcyLaw360 reported that Thelen LLP
trustee Yann Geron urged a New York bankruptcy court to greenlight
two settlements with the firm's former equity partners named in
his lawsuit seeking to recoup hourly fees collected by ex-partners
who later joined other law firms.

According to the report, the former partners involved in the
proposed deals aren't named in Geron's tight-lipped filings.  In
one settlement, five ex-Thelen partners have agreed to pay
$56,950, roughly 39 percent of Geron's $159,665 claims against
them, the report said.

                        About Thelen LLP

Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner
-- http://thelen.com/-- is a bi-coastal American law firm in
process of dissolution.  It was formed as a product between two
mergers between California and New York-based law firms, mostly
recently in 2006.  Its headcount peaked at roughly 600 attorneys
in 2006, and had 500 early in 2008, with offices in eight cities
in the United States, England and China.

In October 2008, Thelen's remaining partners voted to dissolve the
firm.  As reported by the Troubled Company Reporter on Sept. 22,
2009, Thelen LLP filed for Chapter 7 protection.  The filing was
expected due to the timing of a writ of attachment filed by one of
Thelen's landlords, entitling the landlord to $25 million of the
Company's assets.  The landlord won approval for that writ in June
2009, but Thelen could void the writ by filing for bankruptcy
within 90 days of that court ruling.  Thelen, according to AM Law
Daily, has repaid most of its debt to its lending banks.


TOUSA INC: Plan Disclosures Approved Over U.S. Trustee's Objection
------------------------------------------------------------------
Judge John K. Olson of the U.S. Bankruptcy Court for the Southern
District of Florida, Fort Lauderdale Division, approved the
disclosure statement explaining Tousa, Inc., et al.'s proposed
plan over the objection raised by the U.S. Trustee for Region 21.

Guy G. Gebhardt, Acting United States Trustee Region 21,
represented by Steven D. Schneiderman, Esq., Trial Attorney for
the Office of the United States Trustee, in Miami, Florida,
complained, first and foremost, that the Disclosure Statement was
not clear whether the Plan is being proposed by the Debtors, the
Official Committee of Unsecured Creditors, or jointly.

The U.S. Trustee also complained that the Disclosure Statement
should clarify why the proposed treatment of the General Unsecured
Creditors does not violate Section 1129 of the Bankruptcy Code in
that similarly situated claims are not receiving disparate
treatment.  Given that many trade vendors and home buyers that
have filed claims in the various cases have not been involved in
the plan negotiations and are not familiar with the "terms" and
identities of the various participants, the Disclosure Statement
should be amended to provide a better description of the parties
and explanation of why the Inter-creditor Agreement does not
prejudice the General Unsecured Creditors, the U.S. Trustee said.

The U.S. Trustee asserted that, without certain amendments, the
Disclosure Statement did not contain "adequate information" and
the Debtors' cases should be converted to Chapter 7.

Judge Olson overruled the U.S. Trustee's objection and approved
the Disclosure Statement after determining that it complies with
all aspects of Section 1125.

The Court will convene a hearing on Aug. 1, 2013, at 9:30 a.m., to
consider confirmation of the Debtors' Plan.  Objections to
confirmation of the Plan must be filed on or before July 22.

                        About TOUSA Inc

Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  Richard M. Cieri, Esq., M. Natasha Labovitz,
Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in
New York, N.Y.; and Paul S. Singerman, Esq., at Berger Singerman,
in Miami, Fla., represent the Debtors in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

The official committee of unsecured creditors has filed a proposed
chapter 11 liquidating plan for Tousa.  However, the committee
said it would no longer pursue approval of its liquidation plan
because of the pending appeal of its fraudulent transfer case in
the U.S. Court of Appeals for the Eleventh Circuit.  A district
court in February 2011 held that the bankruptcy judge was wrong in
ruling that lenders who were paid off received fraudulent
transfers when Tousa gave liens on subsidiaries' properties to
bail out and refinance a joint venture.  Daniel H. Golden, Esq.,
and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, N.Y., represent the creditors committee.

Tousa and the official committee of unsecured creditors has filed
a proposed chapter 11 liquidating plan following a settlement
between the Debtor and creditors and other settlements crafted by
mediator Peter L. Borowitz.  The settlement was made after a May
2012 U.S. Court of Appeals in Atlanta decision that found that
banks received fraudulent transfers exceeding $400 million.  Tousa
intends to have a confirmation hearing for the Plan in August.


UNIFIED 2020: Files List of Top Unsecured Creditors
---------------------------------------------------
Unified 2020 Realty Partners LP has submitted to the Bankruptcy
Court a list that identifies its top 20 unsecured creditors.

Creditors with the three largest claims are:

   Entity                     Nature of Claim         Claim Amount
   ------                     ---------------         ------------
Equant, Inc.                  Pending Lawsuit       $17,283,770.83
c/o Jeff Goldfarb
2501 N. Harwood Street
Suite 1801
Dallas, Texas 75201

Terry Horton                  Pending Lawsuit        $1,900,000.00
c/o Van Shaw
2723 Fairmount
Dallas, Texas 75201

Demetrius Loukas              Lawsuit                $1,300,000.00
c/o Van Shaw
2723 Fairmount
Dallas, Texas 75201

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

     http://bankrupt.com/misc/UNIFIED2020_creditorslist.pdf

                     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: Trustee Proposes Genovese as Special Counsel
--------------------------------------------------------------
Soneet R. Kapila, the duly appointed Chapter 11 trustee for
Universal Health Care Group, Inc., asks the U.S. Bankruptcy Court
for permission to employ Theresa Van Vliet, Esq., and the law firm
of Genovese Jobless & Battista, P.A. as special counsel.

GJB will represent the Trustee in connection with his dealings and
interaction with the United State Attorney's Office as well as any
related criminal proceedings, including responding to pending and
future subpoenas and potential assets recoveries.  The Trustee
reserves the right to expand the scope of services to be provided
by GJB in the exercise of his best business judgment.

The Trustee will utilize the services of Theresa Van Vliet, who is
a partner in GJB and who leads GJB's white collar criminal defense
practice.  The Trustee has negotiated a reduced hourly rate for
Ms. Van Vliet's services at $500 per hour.

Paul J. Battista, Esq., attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

The chapter 11 trustee can be reached at:

         Soneet R. Kapila, Esq.
         KAPILA & COMPANY
         1000 South Federal Highway, Suite 200
         Fort Lauderdale, FL 33316
         Telephone: (954) 761-1011
         Fax: (954)761-1033
         E-mail: skapila@kapilaco.com

                    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.


UPH HOLDINGS: 5-Member Creditors Committee Formed
-------------------------------------------------
Judy A. Robbins, the United States Trustee for Region 7, has
appointed a five-member Official Committee of Unsecured Creditors
in the Chapter 11 cases of UPH Holdings, Inc., Pac-West Telecomm
Inc., and their affiliated debtors. The panel members are:

         1. Samsara Communications, Inc.
            Attn: Lowell Feldman (co-chairman)
            1250 S. Capital of Texas Hwy., Bldg. 2, Ste. 235
            Austin, TX 78746
            Tel: 512-888-2311

         2. AOL, Inc.
            Attn: Matt Mangone (co-chairman)
            22000 AOL Way
            Dulles, VA 20166

         3. Genband US LLC
            Attn: Eric F. Hinton
            2801 Network Blvd.
            Frisco, TX 75034
            Tel: 972-805-9285

         4. One Communications/Earth Link
            Attn: David W. Robinson
            3000 Columbia House Blvd., Ste. 106
            Vancouver, WA 98661
            Tel: 360-906-9926

         5. Alpheus Communications LLC
            Attn: Richard A. Martin
            1301 Fannin, 20th Floor
            Houston, TX 77002
            Tel: 713-336-6313

Trial Attorney Valerie L. Wenger, Esq. --
valerie.l.wenger@usdoj.gov -- represents the U.S. Trustee.

UPH Holdings Inc. and several affiliates filed Chapter 11
petitions (Bankr. W.D. Tex. Lead Case No. 13-bk-10570) on March
28, 2013.  Judge Tony M. Davis oversees the case.  Jennifer
Francine Wertz, Esq., and Patricia Baron Tomasco, Esq., at Jackson
Walker, L.L.P., serve as the Debtors' counsel.  UPH Holdings
estimated assets and debts of at least $10 million.

Other affiliates that sought Chapter 11 protection are: Pac-West
Telecomm, Inc.; Tex-Link Communications, Inc.; Unipoint Holdings,
Inc.; Unipoint Enhanced Services, Inc.; Unipoint Services, Inc.;
Nwire LLC; and Peering Partners Communications LLC (Case Nos.
13-10571 to 13-10577).


VALENCE TECHNOLOGY: Battery Maker Rejects Purchase Offer
--------------------------------------------------------
Katy Stech writing for Dow Jones' DBR Small Cap reports that Real-
estate mogul Carl Berg blocked a bid for struggling Texas battery
maker Valence Technology Inc. (VLNCQ), leading company executives
back to the drawing board to find ways to get the 350-worker
manufacturer out of bankruptcy.

                     About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  The Debtor disclosed
$24,858,325 in assets and $78,520,831 in liabilities as of the
Chapter 11 filing.  Chairman Carl E. Berg and related entities own
44.4% of the shares.  ClearBridge Advisors LLC owns 5.5%.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Streusand, Landon & Ozburn, LLP with respect to
bankruptcy matters.  The petition was signed by Robert Kanode,
CEO.

On Aug. 8, 2012, the U.S. Trustee for Region 7 appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Brinkman Portillo Ronk, PC, serves as
its counsel.


VANDERRA RESOURCES: Wins Confirmation of Liquidation Plan
---------------------------------------------------------
Vanderra Resources, LLC, and the Official Committee of
Unsecured Creditors obtained confirmation of a Second Amended
Joint Plan of Liquidation as modified on May 13, 2013.

The Debtor's plan is designed to accomplish the further
liquidation of the Debtor's estate and provide a mechanism for the
distribution of the proceeds of the liquidation to beneficiaries
of the estate.  The Plan provides for the creation of The Vanderra
Resources, LLC Liquidating Trust to effectuate the administration
and orderly liquidation of the estate's remaining assets,
including causes of action.

The Plan provides for this treatment of claims:

Class 1: Secured Claims of PlainsCapital Bank ($5,500,000) will be
paid out of available cash on the Effective Date.

Class 2: Secured Claims of Stone Arch Capital, either in whole or
in part, will be paid out of the portion of the disputed cash that
is subject to the full satisfaction of any senior security
interests to Stone Arch Capital.

Class 3: Secured Tax Claims will be fully satisfied within 30 days
after the later of (a) the Plan Effective Date or (b) becoming an
Allowed Secured Tax Claim.  Each holder of an Allowed Secured Tax
Claim will retain all Liens securing the same until paid, and this
Plan does not modify or affect the validity, extent or priority of
such Liens.

Class 4: Other Secured Claims will be fully satisfied within 30
days after the later of (a) the Effective Date or (b) becoming an
Allowed Other Secured Claim.  Each holder of an Allowed Other
Secured Claim will retain all Liens securing the same, until paid,
and this Plan does not modify or affect the validity, extent or
priority of such Liens.

Class 5: Priority Non-Tax Claims will be paid in full from
available cash within 30 days after the later of (a) the Effective
Date or (b) becoming an Allowed Priority Non-Tax Claim.

Class 6: General Unsecured Claims will be paid from available cash
Pro Rata by the trustee on any distribution date when such
available cash exists.

Class 7: Subordinated Claims will be paid from available cash pro
rata by the trustee on any distribution date when such available
cash exists.

Class 8: Interests will be deemed canceled on the Effective Date;
provided, however, that holders of Class 8 Interests as of the
Effective Date, or their successors or assigns, will be paid from
available cash pro rata by the trustee on any distribution date
when such available cash exists.

Copies of the Disclosure Statements are available for free at:

     http://bankrupt.com/misc/VANDERRA_RESOURCES_modifiedplan.pdf
     http://bankrupt.com/misc/VANDERRA_RESOURCES_plan.pdf
     http://bankrupt.com/misc/VANDERRA_RESOURCES_planb.pdf

Kevin M. Lippman, Esq., and Davor Rukavina, Esq., at Munsch Hardt
Kopf & Harr, P.C. represent the Debtor.  Andrew E. Jillson, Esq.,
Cameron W. Kinvig, Esq., and Jesse T. Moore, Esq., at Hunton &
Williams LLP represent the Committee.

                     About Vanderra Resources

Vanderra Resources LLC was an innovator and leader in the oil-
field services industry, providing one stop solutions for the
setup of drilling sites, including the construction of well site
locations and roads, compressor pads, pipelines, and frac ponds.

Vanderra Resources filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-45137) in Fort Worth, Texas, on Sept. 9, 2012. The
Debtor estimated assets and debts of at least $10 million.  The
Debtor filed for bankruptcy to address its legacy debt issues, to
finalize its restructuring into a smaller, more profitable
company, and to preserve and enhance its going concern value for
the benefit of its vendors, customers, creditors, employees, and
all stakeholders.

Bankruptcy Judge D. Michael Lynn oversees the Debtor's case.
Kevin M. Lippman, Esq., and Davor Rukavina, Esq., at Munsch Hardt
Kopf & Harr, P.C., serve as the Debtor's counsel.  The petition
was signed by George Langis, president and chief operating
officer.  The Debtor disclosed $26.3 million in assets and
$24 million in liabilities as of the Chapter 11 filing.


VILLAGE AT NIPOMO: Seeks Cash Use, Turnover of Shopping Mall
------------------------------------------------------------
The Village at Nipomo, LLC, has filed papers in Court seeking
authority to cash collateral of Pacific Western Bank and directing
the receiver to turn over the Debtor's shopping center to the
bankruptcy estate.

The Debtor tells the Court that an appraisal of the VAN shopping
center done by an MAI appraiser affords the center a value of
$11.5 million, and its reorganization manager, Edwin F. Moore,
believes that the center is worth as much as $13.5 million because
it is 90% leased and in a growing area of California.  The bank
asserts an interest in cash collateral.

At the behest of Coastline RE Holdings Corporation (the assignee
of Pacific Western Bank), a receiver was appointed by state court
in May 2013.

The Debtor proposes to make monthly adequate protection payments
to the bank in the amount of $40,000.00, which figure is based on
5% interest on a loan balance of $9.6 million amortized over 30
years.

The bank seems to be taking the position that a receiver is still
in place and that it need not turn over the control of the VAN
shopping center to the Debtor.  The Debtor disagrees, noting that
the receiver was discharged as a matter of law because he was not
confirmed within 22 days of the ex parte order appointing a
receiver.  The Debtor also says that Section 543(b) of the
Bankruptcy Code requires a custodian to return any property of the
Debtor.

Coastline RE Holdings Corp. is objecting to the Debtor's request.

Coastline says the Debtor has not and cannot demonstrate that
Coastline's interests would be adequately protected if Debtor was
permitted to use Coastline's cash collateral.  Coastline says that
in this single asset real estate case, there are only so many
sources of protection for Coastline's interests, and none of them
provide adequate protection:

   * The Debtor has no equity in the property;

   * The Debtor's proposed "adequate protection payments" are
     less than the per diem interest on the approximately
     $9.8 million of defaulted debt owed to Coastline;

   * The Debtor has no unencumbered assets and no funding
     sources other than its proposed use of Coastline's
     collateral;

   * There is no near-term "upside" with the property -- property
     is approximately 90% leased, as it has been for years, and
     one third of the  existing leases are expiring and, if
     renewed or extended, it will be at reduced rents; and

   * The Debtor's informal liquidation "plan" proposes to create
     new parcels and sell them off over time, modifying
     Coastline's collateral without its consent.  Moreover, the
     Debtor has no class of creditors whose vote could support
     confirmation of a plan over Coastline's objection.

Coastline says that because the Debtor does not offer adequate
protection of Coastline's interests, and the Debtor cannot confirm
a plan in this case without Coastline's consent, the court should
deny the Debtor authority to use Coastline's cash collateral.

Coastline Re Holdings Corp. is represented by:

         A. Kenneth Hennesay, Jr., Esq.
         ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP
         1900 Main Street, Fifth Floor
         Irvine, CA 92614-7321
         Tel: (949) 553-1313
         Fax: (949) 553-8354
         E-mail: khennesay@allenmatkins.com

                      About Village at Nipomo

The Village at Nipomo, LLC, operator of a shopping center in Tefft
and Mary Streets, in Nipomo, California, sought Chapter 11
protection (Bankr. C.D. Cal. Case No. 13-13593) on May 28, 2013.

The company sought bankruptcy protection following efforts by
Pacific Western Bank to appoint a receiver for the Debtor's
commercial shopping center known as "The Village at Nipomo".

VAN LLC was formed by Edwin F. Moore, who is currently a member of
the Debtor, holding a 25 percent interest in the company.  Edwin
Moore and Carolyn W. Moore earlier filed a separate Chapter 11
petition (Case No. 12-15817).  VAN LLC is seeking joint
administration of its case with the Moores' Chapter 11 case, which
is pending before Judge Alan M. Ahart.

VAN LLC estimated at least $10 million in assets and $1 million to
$10 million in liabilities.  The Debtor is represented by Illyssa
I. Fogel & Associates.


WYSTERIA LLC: Court Dismisses Chapter 11 Case
---------------------------------------------
U.S. Bankruptcy Judge Dennis Montali entered an order approving
the motion of the U.S. Trustee for dismissal of the Chapter 11
case of Wysteria LLC.  Dismissal is subject to payment of the U.S.
Trustee's fees.

Judge MOntali previously issued a tentative ruling granting the
motion to dismiss, overruling the limited objection of creditor
Fourth Third LLC, on the grounds that Fourth Third lacks standing,
as the non-judicial foreclosure eliminates any deficiency claim;
three of the four scheduled unsecured creditors support dismissal;
and the fourth asserts no claim.

August B. Landis, Acting U.S. Trustee for Region 17, sought
dismissal of the case, citing that the Debtor's prospects for
reorganization are now unlikely with the termination of the
automatic stay on the Debtor's principal asset, which consisted of
real property located at 50 Vara Block 212, Lot 54 in San
Francisco.

In June 2012, the Debtor and secured creditor Fourth Third
stipulated to resolve Fourth Third's objection to the Debtor's
plan and disclosure statement and Fourth Third's motion for relief
from stay.  Under the terms of the stipulated order, the automatic
stay would terminate if any of these occurred: (i) the Debtor
didn't timely make adequate protection payments, (ii) the Debtor
didn't file a feasible plan by Sept. 28, 2012, and (iii) the
Debtor didn't meet specific entitlement milestones.  Based upon a
review of the docket, the Debtor didn't file a feasible plan by
the stipulated deadline.  The Debtor's counsel acknowledged to the
U.S. Trustee that the Debtor's interest in the property terminated
with the foreclosure by Fourth Third.

The U.S. Trustee also said the Debtor has failed to fulfill its
administrative responsibilities by timely filing operating reports
and paying U.S. quarterly fees.

                          About Wysteria

Wysteria, LLC, filed for Chapter 11 bankruptcy (Bankr. N.D. Cal.
Case No. 11-34171) on Nov. 18, 2011.  The Company estimated assets
of $10 million to $50 million and estimated debts of $10 million
to $50 million.  The petition was signed by Stephen H. Kendrick,
as manager.  Judge Dennis Montali presides over the case.  The
Debtor is represented by Joel K. Belway, Esq., at the Law Offices
of Joel K. Belway.


YARWAY CORP: Files Schedules of Assets and Liabilities
------------------------------------------------------
Yarway Corporation filed its schedules of assets and liabilities
disclosing the following:

                                     Assets    Liabilities
                                -----------    -----------
A. Real Property                         $0
B. Personal Property            106,736,513
C. Property Claimed as Exempt                           $0
D. Creditors Holding
      Secured Claims                                     0
E. Creditors Holding
      Unsecured Priority Claims                          0
F. Creditors Holding Unsecured
      Nonpriority Claims                       164,428,969
   =======================================================
   TOTAL                      $106,736,513    $164,428,969

Full-text copies of the Debtor's Schedules are available for free
at http://bankrupt.com/misc/YARWAYsal0621.pdf

                    About Yarway Corporation

Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) on April 22, 2013, to deal with claims arising
from asbestos containing products it allegedly sold as early as
the 1920s.

Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls.  Based in Pennsylvania,
Yarway was a privately-owned company until 1986 when KeyStone
International, Inc. bought equity in the company.  Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.

Yarway's asbestos-related liabilities derive from Yarway's (i)
purported use of asbestos-containing gaskets and packing,
manufactured by others, in its production of steam valves and
traps from the 1920s to 1970s, and (ii) alleged manufacture of
expansion joint packing that was allegedly made up of a compound
of Teflon and asbestos from the 1940s to the 1970s.

Over the past five years, about 10,021 new asbestos claims have
been asserted against Yarway, including 1,014 in Yarway's 2013
fiscal year ending March 31, 2013.

The Debtor estimated assets and debts in excess of $100 million as
of the Chapter 11 filing.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and
Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11
case.  Logan and Co. is the claims and notice agent.


YARWAY CORP: PI Committee Has Authority to Retain Counsel, et al.
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Asbestos Personal Injury Claimants
appointed in the Chapter 11 case of Yarway Corporation to retain a
lead bankruptcy counsel, a local Delaware counsel, and financial
consultants.

The PI Committee can retain Caplin & Drysdale, Chartered, as lead
bankruptcy counsel, to be paid the following hourly rates: $490-
$1,200 for members and of counsel, $250-$450 for associates, and
$215-$230 for paralegals.

The Caplin & Drysdale professionals expected to serve the ACC are:

   Professional            Position     Hourly Rate
   ------------            --------     -----------
   Elihu Inselbuch         Member         $1,000
   Peter Van N. Lockwood   Member           $955
   Kevin C. Maclay         Member           $565
   Rita C. Tobin           Of Counsel       $555
   Todd E. Phillips        Associate        $420
   Andrew J. Sackett       Associate        $420
   Ann M. Weber            Associate        $295
   Sara Joy DelSavio       Paralegal        $230
   Eugenia Benetos         Paralegal        $230
   Ashley M. Hutton        Paralegal        $215
   Justin W. Parady        Paralegal        $215

The PI Committee can also retain:

   -- Campbell & Levine, LLC, as its Delaware counsel, to be paid
$470 per hour for Marla R. Eskin, Esq., $390 per hour for Mark T.
Hurford and Kathleen Campbell Davis, $240 per hour for Ayesha
Chacko, and $110 per hour for Santae Boyd and Timothy Simpson; and

   --  Charter Oak Financial Consultants, LLC, as financial
advisor, to be paid $680 per hour for its senior managing
directors, $505 for its directors, $437 for its assistant
directors, and $375 for its associates.

                    About Yarway Corporation

Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) on April 22, 2013, to deal with claims arising
from asbestos containing products it allegedly sold as early as
the 1920s.

Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls.  Based in Pennsylvania,
Yarway was a privately-owned company until 1986 when KeyStone
International, Inc. bought equity in the company.  Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.

Yarway's asbestos-related liabilities derive from Yarway's (i)
purported use of asbestos-containing gaskets and packing,
manufactured by others, in its production of steam valves and
traps from the 1920s to 1970s, and (ii) alleged manufacture of
expansion joint packing that was allegedly made up of a compound
of Teflon and asbestos from the 1940s to the 1970s.

Over the past five years, about 10,021 new asbestos claims have
been asserted against Yarway, including 1,014 in Yarway's 2013
fiscal year ending March 31, 2013.

The Debtor estimated assets and debts in excess of $100 million as
of the Chapter 11 filing.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and
Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11
case.  Logan and Co. is the claims and notice agent.


* Fitch: No Ratings Impact from Citigroup Deal With Fannie Mae
--------------------------------------------------------------
Citigroup (Citi) announced an agreement on July 1 with Fannie Mae
to resolve future mortgage repurchase claims for loans sold to
Fannie Mae between the years 2000 and 2012, according to Fitch
Ratings. Citi agreed to pay Fannie Mae $968 million, an amount
which will be substantially covered by existing mortgage
repurchase reserves. This settlement helps to resolve uncertainty
related to GSE mortgage repurchase risk.

Citi was a relatively smaller GSE issuer than the Bank of America
(BAC), JPMorgan (JPM) or Wells Fargo (WFC). Fitch noted that of
Citi's outstanding repurchase claims at March 31, 2013,
approximately 34% were from the GSEs, while 66% represented claims
from private-label securitizations. As such, Citi still faces
repurchase risk from private-label investors.

Fitch's estimates for lifetime losses, including GSE and private-
label securitizations, for Citi ranged from $3.2 billion to $4.7
billion, an amount below BAC, JPM or WFC, reflecting Citi's
relatively smaller origination activity. Inclusive of today's
announcement, losses taken-to-date, and quarter-end reserves,
total losses of $4.2 billion are still tracking below Fitch's high
estimate of life-time losses. However, Fitch notes that reserves
will likely need to be augmented for the remaining private-label
outstanding claims.

Outstanding private-label claims totalled $2.4 billion at
March 31, 2013. Citi disclosed it would record a mortgage
repurchase reserve build of $245 million in the second quarter of
2013 (2Q'13), an amount roughly in line with the previous five
quarters provision. Fitch expects Citi will continue to provision
over the near term to maintain an appropriate level of reserves
for remaining private-label repurchase risk.

Fitch affirmed Citi's ratings in May 2013, noting the company has
made considerable progress to date with regard to capital,
liquidity, and most recently earnings. Despite the improving
financial profile, asset quality remains weak. Much of the problem
assets are still housed in Citi Holdings, which continues to wind
down, albeit at a moderating pace.


* S&P Applies Revised Insurance Criteria to 13 Insurance Groups
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it reviewed its
ratings on 13 insurance groups by applying its new ratings
criteria for insurers, which were published on May 7, 2013.

S&P will publish individual analytical reports on the insurance
groups identified below, including a list of ratings on affiliated
entities, as well as the ratings by debt type -- senior,
subordinated, junior subordinated, and preferred stock.

RATINGS LIST

(All ratings are affirmed, except where a "from" rating is
indicated.)

Louisiana Health Service & Indemnity Co.
(d/b/a Blue Cross and Blue Shield of Louisiana)
HMO Louisiana Inc.
  Counterparty Credit Rating          A/Stable/--
  Financial Strength Rating           A/Stable/--

Highmark Health Services
(d/b/a Highmark BCBS & Highmark Blue Shield)
  Counterparty Credit Rating          A/Negative/--
  Financial Strength Rating           A/Negative/--

Horizon Healthcare Services Inc.
d/b/a Horizon Blue Cross Blue Shield of New Jersey
Horizon Healthcare of New Jersey Inc.
  Counterparty Credit Rating          A/Stable/--
  Financial Strength Rating           A/Stable/--

Pacific LifeCorp
Counterparty Credit Rating           BBB+/Stable/--

                                      To             From
Pacific Life Insurance Co.
  Counterparty Credit Rating          A+/Stable/A-1+ A+/Stable/A-1
  Financial Strength Rating           A+/Stable/--
  Financial Enhancement Rating        A+/--/--

Pacific Life & Annuity Co.
Pacific Life Reinsurance Company II Ltd.
  Counterparty Credit Rating          A+/Stable/--
  Financial Strength Rating           A+/Stable/--

Pacific Life Re Ltd.
  Financial Strength Rating           A+/Stable/--

                                      To              From
Principal Financial Group Inc.
  Counterparty Credit Rating          BBB+/Stable/--  BB+/Neg/--

Principal Financial Services Inc.
  Counterparty Credit Rating          BBB+/Stable/A-2 BBB+/Neg/A-2

Principal Life Insurance Co.
  Counterparty Credit Rating          A+/Stable/A-1+  A+/Neg/A-1
  Financial Strength Rating           A+/Stable/--    A+/Neg/--

Principal National Life Insurance Co.
  Counterparty Credit Rating          A+/Stable/--    A+/Neg/--
  Financial Strength Rating           A+/Stable/--    A+/Neg/--

Infinity Property and Casualty Corp.
  Counterparty Credit Rating          BBB/Stable/--

Infinity Casualty Insurance Co.
Hillstar Insurance Co.
Infinity Insurance Co.
Infinity Select Insurance Co.
Infinity Assurance Insurance Co.
Infinity Auto Insurance Co.
Infinity Indemnity Insurance Co.
Infinity Preferred Insurance Co.
Infinity Safeguard Insurance Co.
Infinity Security Insurance Co.
Infinity Standard Insurance Co.
  Counterparty Credit Rating          A/Stable/--
  Financial Strength Rating           A/Stable/--

State Auto Financial Corp.
  Counterparty Credit Rating          BB+/Negative/--

State Automobile Mutual Insurance Co.
American Compensation Insurance Co.
Bloomington Compensation Insurance Co.
Plaza Insurance Co.
Rockhill Insurance Co.
Meridian Citizens Mutual Insurance Co.
Meridian Security Insurance Co.
Milbank Insurance Co.
State Auto Insurance Co. of Wisconsin
State Auto Property & Casualty Insurance Co.
State Auto Insurance Co. of Ohio
  Counterparty Credit Rating          BBB+/Negative/--
  Financial Strength Rating           BBB+/Negative/--

Primerica Inc.
  Counterparty Credit Rating          A-/Stable/--

Primerica Life Insurance Co.
  Counterparty Credit Rating          AA-/Stable/--
  Financial Strength Rating           AA-/Stable/--

Protective Life Corp.
  Counterparty Credit Rating          A-/Stable/--

Protective Life Insurance Co.
  Counterparty Credit Rating          AA-/Stable/A-1+
  Financial Strength Rating           AA-/Stable/A-1+
  Financial Enhancement Rating        AA-/--/--

Protective Life and Annuity Insurance Co.
  Financial Strength Rating           AA-/Stable/--

West Coast Life Insurance Co.
  Counterparty Credit Rating          AA-/Stable/--
  Financial Strength Rating           AA-/Stable/--

                                      To                   From
Savings Bank Life Insurance Co. of Massachusetts
  Counterparty Credit Rating          A-/Stable/--  A-/Positive/--
  Financial Strength Rating           A-/Stable/--  A-/Positive/--

Torchmark Corp.
  Counterparty Credit Rating          A/Stable/A-1

American Income Life Insurance Co.
Liberty National Life Insurance Co.
Globe Life & Accident Insurance Co.
  Counterparty Credit Rating          AA-/Stable/--
  Financial Strength Rating           AA-/Stable/--

                                      To             From
United American Insurance Co.         A+/Stable/--   AA-/Stable/--

MONY Life Insurance Co.
  Counterparty Credit Rating          A+/Watch Developing/--
  Financial Strength Rating           A+/Watch Developing/--

Commonwealth Annuity and Life Insurance Co.
Commonwealth Annuity and Life Reinsurance Co. Ltd.
First Allmerica Financial Life Insurance Co.
  Counterparty Credit Rating          A-/Stable/--
  Financial Strength Rating           A-/Stable/--


* Andrews Myers Opens New Office in Austin, Texas
-------------------------------------------------
Andrews Myers P.C. on July 2 announced its expansion in Texas with
the opening of an office in San Jacinto Center at 98 San Jacinto
Blvd, Suite 300, Austin.  The new office is the culmination of a
longstanding desire by Andrews Myers to enter the capital city's
progressive and entrepreneurial market and the Central Texas
region.  Many of the firm's Texas corporate law clients have
operations in the Central Texas region, and this office will allow
Andrews Myers to improve service to those clients and develop new
relationships.  The Austin office opens with Jason Spencer, new
firm Shareholder and Texas construction law attorney.  He is
formerly a Shareholder of the local office of Ford Nassen &
Baldwin, leading the initial group of Austin-based attorneys.

                    About Andrews Myers, P.C.

Andrews Myers is a law firm with extensive history in
construction, business litigation and Texas labor and employment
law.  The firm operates in a number of industry sectors and legal
disciplines, including: construction, corporate/business,
commercial real estate arbitration & mediation, bankruptcy &
creditor's rights, and labor & employment business litigation.


* Holland & Knight Opens Dallas Office
--------------------------------------
Holland & Knight announced the opening of its 18th U.S. office in
Dallas, Texas.  The office will initially include 12 partners who
practice in the areas of corporate and commercial finance, mergers
and acquisitions, restructuring and bankruptcy:

  * James C. Chadwick, Esq. -- james.chadwick@hklaw.com
  * M. Matthew Fontane, Esq. -- matthew.fontane@hklaw.com
  * Michelle White Suarez, Esq. -- michelle.suarez@hklaw.com
  * Robert W. Jones, Esq. -- robert.jones@hklaw.com
  * Scott C. Wallace, Esq. -- scott.wallace@hklaw.com
  * Kenneth M. Vesledahl, Esq. -- kenneth.vesledahl@hklaw.com
  * Fred S. Stovall, Esq. -- fred.stovall@hklaw.com
  * James L. Baker, Esq. -- james.baker@hklaw.com
  * Eric W. Kimball, Esq. -- eric.kimball@hklaw.com
  * Anthony J. Herrera, Esq. -- anthony.herrera@hklaw.com
  * Brent R. McIlwain, Esq. -- brent.mcilwain@hklaw.com
  * Eric M. Pfeifle, Esq. -- eric.pfeifle@hklaw.com

The firm also has hired 10 associate lawyers and a senior counsel
to practice in the new office, and expects to make additional
hires in the future.

Holland & Knight's Dallas lawyers will continue their
representation of a broad range of clients in the financial
services and corporate sectors, including financial institutions,
investment funds, finance companies, private equity groups, hedge
funds, asset managers, and other corporate and commercial
enterprises.  Their experience includes leveraged acquisitions and
leveraged recapitalizations, senior and subordinated debt,
syndicated bank facilities, private placements, asset-based
lending, equipment and project financings, real estate financings,
secured and unsecured term lending, and substantially all other
forms of debt and equity financing, together with restructurings,
workouts and bankruptcy.

In addition, the group advises institutions and funds on mergers,
acquisitions and other business combinations, as well as matters
involving securities, general corporate concerns, fund formation,
import and export activities, and inbound and outbound investment
activities.  They work closely with, and provide ongoing legal
advice to, company management and boards of directors on the
business and financial transactions undertaken by these companies.

"The outstanding group of lawyers joining our firm will enable us
to expand our existing corporate finance and restructuring
practices.  In addition, Holland & Knight's entry into the Texas
market will offer client expansion opportunities for our other
practices," said Steven Sonberg, Holland & Knight's managing
partner. "Dallas is a dynamic legal and business community.  We
are fortunate to have 23 great lawyers join us.  They have
premiere clients and practices, and know the market well," Sonberg
stated.  He concluded by noting that "The establishment of the
Dallas office will further the firm's strategic vision of
expansion."

James C. Chadwick will lead the Dallas office as executive
partner.  Michelle White Suarez and Matthew Fontane also will
assume leadership roles in Holland & Knight.  Mr. Chadwick said,
"We are pleased to become a part of Holland & Knight.  There is
significant combined value and overlap between our clients and
practices and those of Holland & Knight.  The opportunity to lead
Holland & Knight's expansion into Texas allows us to become a more
valuable local and national partner to our clients as they
continue to grow and expand throughout the country.  We are
excited to be a part of Holland & Knight, and look forward to
helping the firm grow in Texas and elsewhere."

The Holland & Knight Dallas office will be located in the Crescent
office complex in Uptown Dallas, at 300 Crescent Court, 11th
Floor.  The telephone number of the office is (214) 964-9500.


* Morrison & Foerster Named to The American Lawyer's A-List
-----------------------------------------------------------
The American Lawyer has once again named Morrison & Foerster to
its annual A-List, which is considered to be Am Law's most
prestigious ranking.  Only 20 firms within the Am Law 200 are
named to this list.  Marking the tenth straight year that the firm
has been named to the A-List, MoFo ranked #10 on the new 2013
list.  Equally impressive and showing remarkable consistent
performance over the last decade, MoFo ranked #7 overall and #3
for diversity on an Am Law list based on the rankings of all firms
over the last 10 years.

"We are honored to be included once again among Am Law's A-List.
This distinction reflects the firm's core principles -- to provide
our clients with the highest quality legal and business advice, to
give back to the community through pro bono work, to foster a
diverse workplace, and to provide associates with an environment
that enables them to thrive," said Larren Nashelsky, Chair of
Morrison & Foerster.

The A-List is Am Law's best overall measure of Am Law 200 firms.
In addition to financial performance, Am Law considers the firms'
scores in the annual survey rankings in pro bono, diversity and
associate satisfaction.  The one financial metric Am Law includes
is revenue per lawyer, which it considers the single most
important measure of a firm's financial performance.  As Aric
Press, the editor in chief of The American Lawyer, said in
introducing the list in 2003, "The best firms are exemplars, and
exemplars are important."

                    About Morrison & Foerster

Morrison & Foerster -- http://www.mofo.com-- is a global firm of
exceptional credentials.  The firm's clients include some of the
largest financial institutions, investment banks, Fortune 100,
technology and life science companies.  The firm has been included
on The American Lawyer's A-List for 10 straight years, Chambers
Global named MoFo its 2013 USA Law Firm of the Year, and Chambers
USA named the firm both its 2013 Intellectual Property and
Bankruptcy Firm of the Year.


* Monica L. Holland to Join Davis Polk's Credit Group
-----------------------------------------------------
Davis Polk & Wardwell LLP on July 2 disclosed that Monica L.
Holland will join the firm in New York as a partner in its Credit
Group.  The addition of Ms. Holland, who is highly experienced in
corporate and leveraged finance, further strengthens Davis Polk's
distinguished banking and finance practice, widely recognized as
among the best in the nation.

Ms. Holland joins Davis Polk from the New York office of Shearman
& Sterling, where she was a partner in the Finance Group.  She has
extensive experience representing many major financial
institutions and corporate borrowers in connection with a range of
corporate finance transactions, including domestic and cross-
border acquisition and leveraged buyout financings, first- and
second-lien financings, workouts and debt restructurings.

Ms. Holland earned her J.D. from Columbia Law School and her A.B.
from Princeton University.

"We are very fortunate to have attracted Monica to our credit
practice, already recognized as one of the nation's top-tier
banking teams.  Her skill and experience increase the resources
available to our clients who seek premier credit transaction
advice.  Our leveraged finance practice has gone from strength to
strength in recent years and with a strong organic pipeline for
the future, we will continue to invest in this practice," said
Thomas J. Reid, Davis Polk's Managing Partner.

Monica Holland said, "Having worked with Davis Polk lawyers for
many years I am now thrilled to be among them, sharing their
emphasis on excellence in both quality of advice and
responsiveness to clients."

The lawyers in Davis Polk's Credit Group represent financial
institutions and borrowers across a broad spectrum of corporate
finance transactions, including leveraged and investment-grade
acquisition finance, project finance, structured finance,
bankruptcy, insolvency and restructuring and other bank
financings.

Perennially ranked in the top tier of finance firms by Chambers
USA in recognition of its commercial awareness and client service,
"Davis Polk is renowned as a leading, high-quality banking and
finance group . . . that is equally accomplished at representing
corporate borrowers and institutional lenders and shows impressive
breadth, offering expertise across an extensive catalogue of
financial transactions."

                         About Davis Polk

Davis Polk & Wardwell LLP -- http://www.davispolk.com-- is a
global law firm with 10 offices across the world's key financial
centers.  For over 160 years, its lawyers have advised industry-
leading companies and global financial institutions on their most
challenging legal and business matters.  Davis Polk ranks among
the world's preeminent law firms across the entire range of its
practice, which spans such areas as capital markets, mergers and
acquisitions, credit, litigation, private equity, tax, financial
regulation, investment management, insolvency and restructuring,
executive compensation, intellectual property, real estate, and
trusts and estates.  Davis Polk (including its associated
entities) has nearly 800 lawyers in offices in New York, Menlo
Park, CA, Washington DC, Sao Paulo, London, Paris, Madrid, Hong
Kong, Beijing and Tokyo.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.


                            *********

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.


                  *** End of Transmission ***