TCR_Public/130705.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

               Friday, July 5, 2013, Vol. 17, No. 184

                            Headlines

10717 LLC: Bankr. Case Reassigned to Judge C. Craig
ABERDEEN LAND: Case Summary & 20 Largest Unsecured Creditors
ALKERMES PLC: S&P Raises CCR & First Lien Issue Rating to 'BB'
ALLIED INDUSTRIES: Has Interim Access to Cash Until Aug. 9
ALLIED SYSTEMS: Yucaipa Starts New Dispute Over Loan

AMERICAN AIRLINES: 18 States Investigating Merger
AMERICAN MEDICAL: Okenwa in Contempt for Violating Bankr. Stay
APPVION INC: Obtains $435 Million Secured Credit Facility
ATLANTIC POWER: S&P Lowers Rating on $190MM Senior Notes to 'B-'
ATLAS DELAWARE: S&P Revises Outlook to Stable & Affirms 'B' CCR

BELLE FOODS: Files Ch.11 One Year After Buying Southern Stores
BELLE FOODS: Voluntary Chapter 11 Case Summary
BERNARD L. MADOFF: Brother Snubs Questions in London Suit
BIG COUNTRY: Case Summary & 7 Unsecured Creditors
BILTMORE INVESTMENTS: President Liable to TD Bank Loan

BOSTON PROPERTIES: Fitch Affirms 'BB+' Preferred Stock Rating
BROADCAST INTERNATIONAL: 2nd Amendment to AllDigital Merger Pact
CAESARS ENTERTAINMENT: Approves RSU Awards Under 2012 Plan
CANOAK USA: Case Summary & 20 Largest Unsecured Creditors
CAPITOL BANCORP: River Branch Files Own Motion to Be Advisor

CASA CASUARINA: Case Summary & 20 Largest Unsecured Creditors
CASH STORE: Faces Securities Class Action in New York Court
CENGAGE LEARNING: Lenders Signal Challenge to Restructuring Deal
CENGAGE LEARNING: Moody's Changes CFR to 'Ca' After Ch. 11 Filing
CENGAGE LEARNING: S&P Lowers Corporate Credit Rating to 'D'

CLEARLAKE PINES: Case Summary & 6 Unsecured Creditors
COMMUNITYONE BANCORP: Carlyle Held 22.7% Equity Stake at June 28
COMMONWEALTH BIOTECHNOLOGIES: Andrew Chien Suit Dismissed
CONTINENTAL COIN: Virtue Loses Bid to Strike Trustee's Complaint
COOPER-BOOTH WHOLESALE: Committee Taps Klehr Harrison as Counsel

CORNHUSKER RBM: Updated Case Summary & Creditors' Lists
D&L ENERGY: Committee Can Hire BBP Partners as Advisors
D&L ENERGY: Committee Wins OK for Squire Sanders as Counsel
DECISION INSIGHT: S&P Revises Outlook to Pos. & Affirms 'B-' CCR
DETROIT: S&P Cuts Rating on 2nd Lien Sewage Rev. Bonds to 'BB-'

DETROIT: S&P Cuts Rating on 2nd Lien Water Rev. Bonds to 'BB-'
DEWEY & LEBOEUF: Entegra Suit Over Unused Retainer Goes to Trial
DIMENSIONS HEALTH: Moody's Affirms 'B3' Rating on $53.5MM Bonds
DYNAVOX INC: Voluntarily Deregisters Class A Shares
EMPIRE RESORTS: Option to Lease EPT Property Extended to July 30

EMPIRE TODAY: Poor Performance Prompts Moody's to Cut CFR to Caa1
EXCEL MARITIME: Case Summary & 30 Largest Unsecured Creditors
EXCEL MARITIME: Junior Lenders Already Opposing Plan
EXHIBITORS CARPET: Case Summary & 20 Largest Unsecured Creditors
EXIDE TECHNOLOGIES: Texas Enviro. Regulator Balks at Cash Plan

FAIRWEST ENERGY: Alberta Court Extends CCAA Stay Until July 16
FIRST CONNECTICUT: Hires Stichter Riedel as Special Counsel
FOREVERGREEN WORLDWIDE: Lowers Loss to $790,000 in Amended 10-K
GAJ HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
GMX RESOURCES: Seeks Exclusive Plan Filing Extension Thru Oct. 28

GMX RESOURCES: Brian Burr Removed as Member of Creditors' Panel
GOLDEN PARK: Updated Case Summary & Creditors' Lists
HAMPTON ROADS: Pledged 42.3 Million Shares to Butterfield
HEARTLAND MEMORIAL: Malpractice Claims vs. DLA Piper Dismissed
HERCULES OFFSHORE: Selling $400 Million Senior Notes at Par

HERON LAKE: Incurs $998,000 Net Loss in First Quarter
INDEPENDENCE TAX IV: Incurs $967K Net Loss in Fiscal 2013
INNOVATIVE COMMS: Withdrawal of Reference Denied for Raynor Suit
INOVA TECHNOLOGY: $42 Million Backlogs of Awarded Contracts
JUST COMPUTERS: App. Ct. Reverses Dismissal of Cade Claims

KINBASHA GAMING: Posts $11.7 Million Net Income in Fiscal 2013
LAND SECURITIES: Court Sets Disclosure Statement Hrg. for Aug. 6
LAUSELL INC: Plan Outline Hearing Moved Earlier to July 17
LAUSELL INC: Cash Collateral Access Extended Thru July 31
LDK SOLAR: Sells 25 Million Ordinary Shares to Fulai

LEHMAN BROTHERS: Franklin Funds Buy $300MM in Claims vs. LBI
LEHMAN BROTHERS: To Appoint 2 More Mediators
LEHMAN BROTHERS: LBI Files Interim Report for October to June
LEHMAN BROTHERS: Locke, et al., Final Fee Applications Approved
LEHMAN BROTHERS: Trustee, LBIE Ink Deal to Settle Claims Dispute

LEHMAN BROTHERS: Cadwalader Inks Deal to Settle Claim
LEHMAN BROTHERS: Settles Oracle's $7.2-Mil. Claim
LIFE CARE: Case Summary & 20 Largest Unsecured Creditors
LIFE UNIFORM: Gets Final Court Nod on $20.44-Mil. DIP Financing
LIFE UNIFORM: Auction for Assets Set for July 24

LIGHTSQUARED INC: Seeks Approval to Hire Pillsbury as Counsel
LIGHTSQUARED INC: Strikes Back at Dish and Ad Hoc Group
LLS AMERICA: Engaged in Ponzi Scheme & Insolvent From Inception
MAJESCOR RESOURCES: AMF Issues Management Cease Trade Order
MANDALAY DIGITAL: Incurs $14.2-Mil. Net Loss in Fiscal 2013

MARGAUX CO: Court Issued Final Decree Closing Chap. 11 Case
MAXCOM TELECOMUNICACIONES: Reaches New Takeover Deal With Ventura
MCCLATCHY COMPANY: Bestinver Held 15% A Shares at June 28
MERCANTILE BANCORP: Shareholder Objects to Quick Bank Sale
MERCANTILE BANCORP: Meeting to Form Creditors' Panel on July 15

MERITAGE HOMES: S&P Revises Outlook to Positive & Affirms 'B+' CCR
MF GLOBAL: Judges Approve Settlement That Frees Up $1B
MFM DELAWARE: Wants to Hire Gregg Stewart as Interim CFO
MFM DELAWARE: Final Hearing on DIP Motion Adjourned to July 16
MFM DELAWARE: Committee Retaining Gavin/Solmonese as Fin'l Advisor

MORGANS HOTEL: Yucaipa Cancels Exchange Agreement
MOUNTAIN PROVINCE: Updates Mineral Estimate for Gahcho Kue
MUNICIPAL MORTGAGE: Chief Accounting Officer Resigns
MUNICIPAL MORTGAGE: Closes Sale of MuniMae to Merrill Lynch
MW GROUP: Can Continue Using Cash Collateral Thru Sept. 30

NEVADA ROYALE: Voluntary Chapter 11 Case Summary
NEWPORT FURNITURE: Case Summary & 20 Largest Unsecured Creditors
NEXT 1 INTERACTIVE: Amends Fiscal 2013 Annual Report
NORTHWEST PARTNERS: Court Reinstates Plan Confirmation Order
OCEAN 4660: Sec. 341 Creditors' Meeting Continued to July 9

OCEAN 4660: Files Schedules of Assets and Liabilities
ORCHARD SUPPLY: Auction Plan Chills Competition, Lender Says
ORCKIT COMMUNICATIONS: Holders OK Retirement of Notes
PARKLAND IV: Case Summary & 8 Unsecured Creditors
PATRIOT COAL: Hiring Gordon & Gordon as Special Counsel

PATRIOT COAL: Hiring Veritas Consulting as Special Counsel
PATRIOT COAL: Close to Deal With Miners Union
PMI GROUP: Appoints New Chief Executive Officer
PRIME PROPERTIES: Voluntary Chapter 11 Case Summary
PROMMIS HOLDINGS: Sec. 341 Creditors' Meeting Continued Sine Die

QUICKSILVER RESOURCES: EVP and General Counsel Quits
RAPID AMERICAN: Seeks Further Extension of Plan Filing Deadline
RG STEEL: Caruso Gets Approval to Serve as Substitute for RGSW
RG STEEL: EPA Supports Approval of $19.8-Mil. Claims Settlement
RICHMOND VALLEY: Updated Case Summary & Creditors' Lists

RITE AID: Completes Debt Refinancing Transactions
ROAD ISLAND: Case Summary & Unsecured Creditor
ROBLEX AVIATION: Case Summary & 11 Unsecured Creditors
ROCKWELL MEDICAL: R. Chioini Had 8.2% Equity Stake at Jan. 5
ROCKWELL MEDICAL: T. Klema Held 3.9% Equity Stake at Jan. 5

RODEO CREEK: Seeks Dismissal of Chapter 11 Cases
ROTECH HEALTHCARE: Investors Say Judge Erred by Nixing Berenson
RVUE HOLDINGS: RubinBrown LLP Raises Going Concern Doubt
SABRE INDUSTRIES: Moody's Affirms 'B2' CFR; Outlook Stays Stable
SALON MEDIA: Appoints New Interim Chief Financial Officer

SMART WORLDWIDE: S&P Lowers CCR to 'B' on Weak Performance
ST. VINCENT HOSPITAL: Moody's Affirms 'Ba2' Rating, Outlook Neg
TRIPLE POINT: Moody's Hikes CFR to 'B3' Following Debt Reduction
TWIN DEVELOPMENT: Claims Bar Date Set for Aug. 30
VINTAGE CONDOMINIUMS: Court Sets Sept. 15 as Claims Bar Date

WORLD IMPORTS: Voluntary Chapter 11 Case Summary

* 11th Cir. Appoints Edward Coleman as S.D. Ga. Bankruptcy Judge

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


                            *********


10717 LLC: Bankr. Case Reassigned to Judge C. Craig
---------------------------------------------------
The Chapter 11 bankruptcy case of 10717 LLC and related adversary
proceedings have been reassigned to the Honorable Carla E. Craig
effective June 14, 2013.  The case was formerly presided by Judge
Jerome Feller.

Brooklyn, New York-based 10717 LLC filed a Chapter 11 bankruptcy
petition (Banrk. E.D.N.Y. Case No. 12-41998) on March 21, 2012.
10717 LLC says it has total assets of $14.0 million and total
debts of $14.35 million. It owns 18 acres of land in the town of
Thompson, Sullivan County, New York. The property secures a
$1.3 million debt.

Charles Petri, the managing member of 10717 LLC, runs the Debtor's
day to day operations.

The Debtor is represented by Bruce Weiner, Esq., at Rosenberg
Musso & Weiner LLP, in Brooklyn.

The U.S. Trustee has appointed Henry Fulton, Elizabeth Van Oss and
Isiah Milian to the Official Committee of Unsecured Creditors.
The Committee is represented by the law office of Ira R. Abel,
Esq.


ABERDEEN LAND: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Aberdeen Land II, LLC
          dba Aberdeen
        301 Congress Avenue, Suite 500
        Austin, TX 78701

Bankruptcy Case No.: 13-04103

Chapter 11 Petition Date: July 1, 2013

Court: U.S. Bankruptcy Court
       Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Paul J. Battista, Esq.
                  GENOVESE JOBLOVE & BATTISTA, P.A.
                  100 Southeast 2nd Street, 44th Floor
                  Miami, FL 33131
                  Tel: (305) 349-2300
                  Fax: (305) 349-2310
                  E-mail: pbattista@gjb-law.com

Debtor's
Accountant:       KAPILA & COMPANY

Debtor's
Special
Counsel:          KELLERHALS FERGUSON FLETCHER KROBLIN, PLLC

Debtor's
Expert
Consultants:      FISHKIND & ASSOCIATES

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

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

The petition was signed by Ed Wendler, authorized representative.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Aberdeen Community Development     Community           $32,538,372
District                           Development Bonds
14785 Old St. Augustine Road       2005 & 2006
Jacksonville, FL 32256

BBX Capital Asset Management       Bank Loan - Parcels $18,057,396
401 E. Las Olas Boulevard, Suite 800
Fort Lauderdale, FL 33301

Aberdeen Lend, LLC                 Bank Loan - Parcels  $4,045,702
301 Congress Avenue, Suite 500
Austin, TX 78701

Aberdeen Portfolio, LLC            Principal and          $306,202
301 Congress Avenue, Suite 500     Interest
Austin, TX 78701

TC Tampa I, LLC                    2010 Taxes              $58,309

Aberdeen Land I, LLC               Tax Certificate         $40,121

SJCTC II, LLP                      Parcel                  $38,037

William T. Woodward                Parcel                  $34,923

Ivo G. Wahler                      Parcel                  $31,450

R&M Tax Liens                      Parcel                  $27,461

St. Johns County Taxes             Parcel                  $25,008

RLP Ventures                       Parcel                  $18,838

Cherokee Cove II, LLC              Parcel                     $325

Ryan Wheeler                       Parcel                     $319

ERP Sourcing, LLC                  Parcel                     $156

Wells Fargo OBO Tax Liens          --                         $140

Armbrust & Brown                   --                      Unknown

Callahan Timber Company, Inc.      --                      Unknown

Donald E. Lohman                   Parcel                  Unknown

England-Thims & Miller             --                      Unknown


ALKERMES PLC: S&P Raises CCR & First Lien Issue Rating to 'BB'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Ireland-based Alkermes PLC to 'BB' from 'BB-'.
The outlook is stable.  At the same time, S&P raised the first-
lien issue-level rating to 'BB+' from 'BB'.  The recovery rating
of '2' is unchanged.

"The upgrade reflects Alkermes' performance in fiscal 2013, which
exceeded our expectation that leverage and funds from operations
to total debt would decline to 2.5x and increase to 35%,
respectively.  The upgrade also reflects our belief that financial
performance will continue to improve over the near term.  In the
fiscal year ended March 31, 2013, leverage was 1.9x and FFO to
total debt was 37%.  Free cash flow of $107 million at March 31,
2013, was also higher than our base case.  The better-than-
expected organic performance also benefited from the sale of
intellectual property.  This resulted in adjusted EBITDA of almost
$208 million that, coupled with a reduction in debt in the second
quarter of fiscal 2013, brought leverage to less than 2x," S&P
said.

"Our rating on Alkermes plc reflects a "weak" business risk
profile characterized by a relatively small portfolio of products,
product concentration, the absence of scale, and susceptibility to
the marketing priorities of their partners, and manufacturing
concentration," said credit analyst Michael Berrian.  "The
"intermediate" financial risk profile reflects metrics
commensurate with this qualifier such as debt leverage of 1.9x and
FFO to total debt of 37% and our belief that leverage will be
maintained at less than 2x."

S&P's stable outlook on Alkermes reflects its expectation of low-
to mid-single-digit revenue growth over the near term.  S&P also
expects the company to continue generating sufficient free
operating cash flow, some of which will likely be used for further
debt reduction.

S&P could lower the rating if the company completes a debt-
financed acquisition.  This would decelerate the deleveraging and
call into question their conservative financial policy.  This
would occur if the company incurs an additional $250 million of
debt, absent any EBITDA contribution.  Based on expected EBITDA,
this would result in leverage of about 3x, implying significant
financial risk.  S&P could also lower the rating if revenue and
EBITDA grow at a slower rate than it expects, possibly from
decreased market acceptance of Vivitrol, or slower-than-expected
growth of Bydureon, Ampyra, or Invega Sustenna.

S&P could raise the rating if its perception of business risk
improves.  This would arise from greater scale and diversity,
which S&P do not expect over the near-term.


ALLIED INDUSTRIES: Has Interim Access to Cash Until Aug. 9
----------------------------------------------------------
U.S. Bankruptcy Judge Maureen A. Tighe entered an interim order
authorizing Allied Industries, Inc., to continue using cash
collateral tied to debt owed to secured creditor California United
Bank, pending a final hearing slated for Aug. 8, 2013 at 9:30 a.m.
The Debtor will file and serve notice of the final hearing,
together with a final cash collateral budget, by July 18.

The Debtor is authorized to use any cash and cash equivalents that
may constitute the Bank's cash collateral, if any, through and
including Aug. 9, 2013, pursuant to the provisions of the budget.
The budget includes monthly adequate protection payments in the
amount of $12,000 to CUB, with the first payment on May 31, 2013.
As additional adequate protection, CUB will receive replacement
liens.

If and when the Debtor's application to employ DCDM Law Group, PC
as counsel is granted by written Order, the Debtor is authorized
to make postpetition payments to, for fees and costs incurred in
representation of the Debtor in this case.

Allied Industries, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case. No. 13-11948) on March 21, 2013.  The petition was
signed by Ernesto Gutierrez as president and chief executive
officer.  The Debtor scheduled assets of $13,086,216 and
scheduled liabilities of $7,457,365.  Dheeraj K. Singhal, Esq., at
DCDM Law Group, P.C., serves as the Debtor's counsel.


ALLIED SYSTEMS: Yucaipa Starts New Dispute Over Loan
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Yucaipa Cos., the owner of a majority of the first-
and second-lien debt of Allied Systems Holdings Inc., is starting
another skirmish with other secured lenders over new financing to
keep the auto hauler in business.

According to the report, Yucaipa is also Allied's controlling
shareholder and provided now-replaced financing.  Allied,
meanwhile, is proposing bonuses for the top seven officers.

On June 21, the bankruptcy court in Delaware approved a loan of
$33.5 million to replace the $22 million secured credit maturing
at the end of June.  With $20 million already drawn, merely
continuing the existing facility would have been insufficient to
make up for losses from operations in future months.

The report notes that Yucaipa filed papers June 2 setting up a
July 19 hearing where the judge will be asked to reconsider
approval of the new financing.  Yucaipa argues the court erred by
providing no new collateral to protect the existing secured loans
because the new credit will come ahead of existing debt.  The new
loan could have been approved without so-called adequate
protection for existing debt only if the court concluded Yucaipa
gave implied consent to the new financing, Yucaipa argues.

The report relates that Yucaipa says the prior financing didn't
contain consent to a new loan, and the required majority of
existing lenders didn't consent.  Lenders on the new loan are
funds affiliated with Black Diamond Capital Management LP and
Spectrum Group Management LLC.  Given that judges rarely reverse
their prior rulings, Yucaipa may be using the rehearing motion to
flesh out a record before taking the issue on appeal to a district
judge.  At a July 30 hearing, Allied wants the judge to approve a
program where the top seven executive could receive bonuses
totaling $2.85 million if the business is sold for $200 million or
more.

The report says that Allied says incentive bonuses are needed
because executives may leave since a sale of the business is the
"most likely outcome."  The minimum bonus pool would be $1.24
million if the sale price is $100 million.  Under procedures
approved June 21, Allied goes up for auction on Aug. 14.  Bids are
due initially by Aug. 8.  The hearing for approval of sale is set
for Aug. 22.  Yucaipa and the other lenders disagree over who has
the right to give the indenture trustee directions to bid secured
debt rather than cash, a process known as credit bidding.  The
controversy must be resolved by a court before any of the secured
lenders are allowed to credit bid.

                        About Allied Systems

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

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

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: 18 States Investigating Merger
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the merger between AMR Corp. and US Airways Group
Inc. is being investigated on antitrust grounds by 18 states, in
addition to the required analysis by the U.S. Justice Department.

Bond prices are suggesting that AMR will come out on top in a
dispute with bondholders on the question of whether debt secured
by aircraft can be repaid without a so-called make-whole premium.

The merger will be carried out through implementation of AMR's
Chapter 11 reorganization plan.  Creditors are voting on the plan
in advance of an Aug. 15 confirmation hearing.

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN MEDICAL: Okenwa in Contempt for Violating Bankr. Stay
--------------------------------------------------------------
Bankruptcy Judge Carla E. Craig granted the motion of David J.
Doyaga, the chapter 11 trustee of American Medical Utilization
Management Corporation, to hold C. Steve Okenwa, Esq., and C.
Steve Okenwa, P.C., in contempt for violating the automatic stay
imposed under 11 U.S.C. Sec. 362(a) by restraining funds which the
Debtor was entitled to receive from the New York State Department
of Health, in an effort to collect a prepetition claim.  Okenwa et
al. must compensate the Trustee for attorney's fees and costs
incurred as a result of the violation.  However, the Trustee's
requests for reimbursement of the lender's attorney's fees and
costs, and for punitive damages, are denied.

American Medical Utilization Management Corporation, a healthcare
provider, filed for Chapter 11 (Bankr. E.D.N.Y. Case No. 11-43573)
on April 28, 2011.  This was the Debtor's third bankruptcy filing.

The Debtor's first chapter 11 petition was filed on January 24,
2007 and was dismissed on March 29, 2007 on the motion of the
chapter 11 trustee appointed in that case. (Case No. 07-40358-CEC)
The Debtor's second chapter 11 petition was filed on August 27,
2008, and was dismissed on October 7, 2008 upon the United States
Trustee's motion. (Case No. 08-45619-CEC)

On July 8, 2011, Adrian George, John Davis, and Shurod Brown,
creditors or holders of equity interests in the Debtor, filed a
joint motion for the appointment of a chapter 11 trustee. On July
22, 2011, the United States Trustee filed a motion to dismiss the
case with prejudice for two years. The Debtor did not oppose
either motion. On October 18, 2011, the Trustee was appointed.

By order dated April 20, 2012, the Trustee was authorized to
retain Doyaga & Shaefer as counsel. The Trustee later retained The
Law Office of Avrum J. Rosen, PLLC as counsel, which was approved
on June 13, 2012.

A copy of the Court's July 2 decision is available at
http://is.gd/52eubBfrom Leagle.com.


APPVION INC: Obtains $435 Million Secured Credit Facility
---------------------------------------------------------
Appvion, Inc., on June 28, 2013, entered into a $435 million
senior secured credit facility, which includes a $335 million
first lien term loan facility and a $100 million revolving credit
facility.  The senior secured credit facility has been established
pursuant to a first lien credit agreement by and among Appvion,
Paperweight Development Corp. and other guarantors, Jefferies
Finance LLC, as Joint Lead Arranger, Joint Book Runner and
Administrative Agent, Fifth Third Bank, as Joint Lead Arranger,
Joint Book Runner, Revolver Agent and Swing Line Lender and L/C
Lender, KeyBank National Association, as Joint Lead Arranger,
Joint Book Runner and Documentation Agent and the other Lenders
party thereto.

On June 28, 2013, Appvion applied substantially all of the Term
Loan proceeds to fund the purchase price, including principal,
premium, consent fee and accrued and unpaid interest, of $300.71
million aggregate principal amount of its 10.50 percent Senior
Secured Notes due 2015 pursuant to its cash tender offer and
consent solicitation and to pay related fees and expenses.  Going
forward, the proceeds of the Revolving Credit Facility will be
used to provide ongoing working capital and for general corporate
purposes of Appvion and its subsidiaries.

The Term Loan has a term of six years, and the Revolving Credit
Facility has a term of five years.  The defined Maturity Date of
the Revolving Credit Facility may be deemed to be June 30, 2015,
and the defined Maturity Date of the Term Loan may be deemed to be
Sept. 15, 2015.  The Revolving Credit Facility includes a $25
million subfacility for standby letters of credit and a $5 million
subfacility for swingline loans.  Subject to the terms and
conditions of the Credit Agreement, Appvion may request that the
Term Loan and the Revolving Credit Facility be increased by an
aggregate principal amount not exceeding the greater of (x)
$100,000,000 and (y) an aggregate principal amount such that the
Consolidated First Lien Leverage Ratio does not exceed 2.90:1.00
on a pro forma basis.

Borrowings under the Credit Agreement bear interest at a rate
which can be, at the Company's option, either (i) a Eurodollar
borrowing rate for a specified interest period plus 4.5 percent
per annum or (ii) a base rate plus 3.50 percent per annum.  If an
event of default occurs under each of the Credit Agreement, the
applicable interest rate will increase by 2.00 percent per annum
during the continuance of that event of default.

In connection with the new senior secured credit facility, Appvion
has terminated its existing revolving credit facility, established
pursuant to a credit agreement, dated as of Feb. 8, 2010, by and
among the Company, Paperweight, Fifth Third Bank, as
administrative agent, swing line lender and an L/C issuer, the
other lenders party thereto and Fifth Third Bank, as sole lead
arranger and sole book manager.

Also on June 28, 2013, Appvion issued a notice of redemption to
redeem on July 31, 2013, all Notes not tendered and accepted for
purchase pursuant to the Tender Offer and Consent Solicitation.
The indenture governing the Notes, dated as of Feb. 8, 2010, among
Appvion, the guarantee parties thereto and U.S. Bank National
Association, as trustee and collateral agent, is expected to be
discharged pending redemption payment to noteholders and pursuant
to the satisfaction and discharge provisions of that indenture.

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

                       http://is.gd/gPswzE

On June 28, 2013, Appvion, in connection with the settlement of
its (i) cash tender offer for any and all of its outstanding 10.50
percent Senior Secured Notes due 2015 and (ii) consent
solicitation for effecting certain amendments to the indenture
governing the First Lien Notes, dated as of Feb. 8, 2010, by and
among the Company, the guarantors and U.S. Bank National
Association, as trustee and collateral agent, entered into a First
Supplemental Indenture to the First Lien Notes Indenture.

The First Lien Supplemental Indenture amended the First Lien Notes
Indenture by, among other things, eliminating substantially all of
the restrictive covenants and certain events of default contained
therein, relieving Appvion of certain of its obligations relating
to merger, consolidation, or sale of assets, releasing all of the
collateral securing the First Lien Notes and modifying certain
other related provisions contained in the First Lien Notes
Indenture.

On June 28, 2013, the Company entered into a Fourth Supplemental
Indenture to the indenture governing the Company's 9.75 percent
Senior Subordinated Notes due 2014, dated as of June 11, 2004, by
and among the Company, and each of the guarantors named therein
and U.S. Bank National Association, as trustee.  The amendment
allows the Company to designate a Restricted Subsidiary having no
material assets that is a guarantor party to the Senior
Subordinated Indenture to be an Unrestricted Subsidiary, and to
dissolve that subsidiary without violating the terms of the Senior
Subordinated Indenture.  Pursuant to Section 9.01 of the Senior
Subordinated Indenture, the Company is not required to seek
consent of the holders of the Senior Subordinated Notes before
entering into the Senior Subordinated Supplemental Indenture.

                       About Appvion, Inc.

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

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

                           *     *     *

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


ATLANTIC POWER: S&P Lowers Rating on $190MM Senior Notes to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Atlantic Power to 'B' from 'BB-'.  At the same
time, S&P lowered the issue-level ratings on subsidiary Curtis
Palmer LLC's $190 million 5.9% senior unsecured notes due 2014 by
three notches to 'B-' based on a revision to the recovery rating
on this debt to '5' from '4'.  S&P lowered its issue-level rating
on the $460 million 9% senior unsecured notes due 2018 two notches
to 'B', and revised the recovery rating to '4' from '3'.  S&P also
lowered the issue rating on the C$210 million 5.95% unsecured
notes due 2036 issued by subsidiary Capital Power Income L.P. two
notches to 'B-'.  The recovery rating on this debt is unchanged at
'5'. A '4' recovery rating indicates that unsecured creditors can
expect average (30% to 50%) recovery if a payment default occurs
and a '5' indicates a modest (10% to 30%) recovery.

The 'B' rating reflects S&P's expectations of decreased cash flow
coverage levels due to asset sales from the Auburndale and Lake
plants in Florida, which were expected to be significant cash flow
contributors in the short term.  Cash flows were also impaired by
less aggressive growth assumptions, including a delay in the
timing and return of $150 million in investment capital, which
contributes to cash flow lag, and lower contributions from
projects, given revised market price assumptions and increased
maintenance spending assumptions.

Atlantic Power is a Boston-based publicly traded power generation
company with a portfolio of assets in the U.S. and Canada.  The
company's current portfolio consists of interests in 29
operational power generation projects in 11 states and two
Canadian provinces with about 2,098 megawatts (MW).  In December
2012, the company acquired a wind and solar development company,
Ridgeline Energy Holdings Inc., located in Seattle, Wash. Atlantic
Power also owns a majority interest in Rollcast Energy Inc., a
biomass power plant developer in North Carolina.

"We rate Atlantic Power using our power developer methodology, a
key element of which is assigning a quality of cash flow (QCF)
score to the cash flow stream from each plant.  The QCF score
reflects our opinion of the cash flow stream's potential
volatility.  Project-level QCF scores are largely influenced by
the terms of the power purchase agreement for the project,
expected project cash flow, and project-level covenants that can
affect a given project's ability to distribute cash to Atlantic
Power, in addition to a project's operational track record.
Standard & Poor's QCF scale ranges from '1' to '10', with '1'
being the most stable and '10' the most volatile.  Atlantic
Power's portfolio has kept steady at a weighted average QCF of
'5', basing weights on average distributions to the company from
2013 to 2018," S&P said.

The rating on Atlantic Power reflects a "fair" business risk
profile and "highly leveraged" financial risk profile.

"Our business risk assessment reflects the company's reliance on
distributions from its underlying portfolio of power generation
projects, its dependence on growth projects to increase EBITDA and
a mostly contracted cash flow profile," said Standard & Poor's
credit analyst Rubina Zaidi.

The financial risk profile has increased to "highly leveraged"
from "significant" to reflect an increase in consolidated leverage
per kilowatt, lower expected project economics at a number of
Atlantic Power's plants and credit measures in line with the 'B'
rating.

"Our revised recovery analysis resulted in changes to recovery
ratings.  These changes are based on a revision in our valuation
of Atlantic Power's various power assets, the sale of certain
assets, the acquisition of other assets, as well as a material
increase in the amount of structurally senior project-level debt.
We base the varied recovery ratings on the rated debt instruments
on differing levels of guarantees.  We will publish an updated
recovery analysis and recovery report following this research
update," S&P added.

"The stable outlook reflects our belief that Atlantic Power will
resolve its financial covenant issue in a reasonable manner in the
coming weeks.  It also reflects Atlantic Power's mostly contracted
portfolio, and our expectations that CFADs to debt and CFADs to
interest coverage will be about 10% to 12% and 1.5x, respectively,
and liquidity will be adequate.  We could raise the rating if
growth projects increase EBITDA significantly or CFADS to debt and
CFADS to interest ratios improve to around 15% and 2.0 to 2.2x.
We could lower the rating if generation is lower than expected,
maintenance costs are higher, or if growth targets are not met.
We could also lower the rating if we determine that there is risk
in the refinancing of Atlantic Power's Curtis Palmer notes," S&P
noted.


ATLAS DELAWARE: S&P Revises Outlook to Stable & Affirms 'B' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on Atlas
Delaware Merger Sub Inc. to stable from negative.  The 'B'
corporate credit rating is unchanged.

In addition, the 'B' issue-level and '3' recovery ratings on the
company's proposed $310 million first lien term loan due 2020 and
$40 million revolving credit facility due 2018 are unchanged.  The
'3' recovery rating indicates S&P's expectation for meaningful
(50% to 70%) recovery in the event of payment default.  The 'CCC+'
issue-level and '6' recovery ratings on the proposed $125 million
second lien term loan due 2021 are also unchanged.  The '6'
recovery rating indicates S&P's expectation for negligible (0% to
10%) recovery in the event of payment default.

"The outlook revision reflects meaningfully lower pro forma
leverage, which is in the mid-7x area as of March 2013, compared
with the low-8x area under the company's original proposal," said
Standard & Poor's credit analyst Christian Frank.  "We anticipate
that low-single-digit revenue growth in 2013, pro forma for
acquisitions, with stable mid-30% EBITDA margins, is likely to
result in leverage in the mid-to-high 6x area by year end," added
Mr. Frank.

The ratings on Atlas reflect S&P's view of the company's "highly
leveraged" financial risk profile with leverage in the mid-7x area
pro forma for the proposed transaction (but excluding management's
anticipated cost savings), and its "weak" business risk profile
with relatively low recurring maintenance and subscription
revenue, a concentrated customer base, and reliance on large
perpetual license sales.  Its leading market position and track
record of operating results partly offset these factors.

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


BELLE FOODS: Files Ch.11 One Year After Buying Southern Stores
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Belle Foods LLC bought 57 stores from Southern Family
Markets LLC about a year ago and put the business into Chapter 11
reorganization (Bankr. N.D. Ala. Case No. 13-81963) on July 1 in
Decatur, Alabama.

The chain is owned by a father and son who purchased the operation
with a $4 million secured term loan and $24 million revolving
credit from the seller.  The stores are in Florida, Georgia,
Alabama and Mississippi.

The petition shows assets and debt both for more than $10 million.
C&S Wholesale Grocers Inc. is owed about $6 million on secured and
unsecured debt.  Belle Foods owes another $8 million to trade
suppliers, according to a court filing.


BELLE FOODS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Belle Foods, LLC
        1652 Beltline Road, SW
        Decatur, AL 35601

Bankruptcy Case No.: 13-81963

Chapter 11 Petition Date: July 1, 2013

Court: U.S. Bankruptcy Court
       Northern District of Alabama (Decatur)

Judge: Jack Caddell

Debtor's Counsel: D. Christopher Carson, Esq.
                  BURR & FORMAN, LLP
                  420 North 20th Street
                  3100 SouthTrust Tower, Suite 3400
                  Birmingham, AL 35203
                  Tel: (205) 251-3000
                  E-mail: ccarson@burr.com

                         - and -

                  Brent W. Dorner, Esq.
                  BURR & FORMAN, LLP
                  420 North 20th Street
                  3100 SouthTrust Tower, Suite 3400
                  Birmingham, AL 35203
                  Tel: (205) 458-5335
                  Fax: (205) 714-6892
                  E-mail: bdorner@burr.com

                         - and -

                  Marc P. Solomon, Esq.
                  BURR & FORMAN, LLP
                  420 North 20th Street
                  3100 SouthTrust Tower, Suite 3400
                  Birmingham, AL 35203
                  Tel: (205) 458-5281
                  Fax: (205) 458-5100
                  E-mail: msolomon@burr.com

Debtor's
Investment
Banker and
Financial
Advisor:          THE FOOD PARTNERS, LLC

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

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

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

The petition was signed by William D. White, chief executive
officer.


BERNARD L. MADOFF: Brother Snubs Questions in London Suit
---------------------------------------------------------
Kit Chellel, writing for Bloomberg News, reports that Bernard
Madoff's younger brother, repeatedly refused to answer questions
in a lawsuit filed by the liquidators of Madoff's U.K. unit
seeking $50 million from the convicted conman's family and
associates.

According to the report, Peter Madoff, testifying via a video link
from a U.S. prison, told the London court that he would invoke his
U.S. Fifth Amendment right against self-incrimination.  He refused
to discuss payments totalling $300 million from the U.K. unit to
his brother's family, his own plea bargain to U.S. criminal
charges, and his duties at the company's U.K. unit.

The report notes that Madoff Securities International Ltd. in
London was owned almost exclusively by Madoff and served as his
proprietary trading unit.  More than $910 million was transferred
between the London unit and Bernard L. Madoff Investment
Securities LLC in New York from the time of the office's founding
in 1983 until firm's collapse in December 2008, the liquidators
said when they filed the lawsuit in 2010.  The 67-year-old Peter
Madoff, dressed in a dark jacket, answered a few questions before
invoking his U.S. Constitutional rights.  He confirmed the U.K.
liquidators had dropped him as a defendant in the case as one of
the directors of the London unit.  He also said that the U.K.
company was set up to expand the U.S. trading business in Europe.

The report relates that the defendants -- including Bernard
Madoff's son Andrew, former Bank Medici AG chairwoman Sonja Kohn
and 75-year-old former SG Warburg executive Stephen Raven -- deny
knowing of any wrongdoing and say they too are victims.

The report discloses that liquidators are seeking to recover about
$50 million, including payments for a luxury yacht and an Aston
Martin sports car.

                      About Bernard L. Madoff

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

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

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

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

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

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


BIG COUNTRY: Case Summary & 7 Unsecured Creditors
-------------------------------------------------
Debtor: Big Country Investments, Inc.
        14018 Ozarks Dr
        Garfield, AR 72732

Bankruptcy Case No.: 13-72296

Chapter 11 Petition Date: June 28, 2013

Court: United States Bankruptcy Court
       Western District of Arkansas (Harrison)

Judge: Ben T. Barry

Debtor's Counsel: Stanley V. Bond, Esq.
                  BOND LAW OFFICE
                  P.O. Box 1893
                  Fayetteville, AR 72701-1893
                  Tel: (479) 444-0255
                  Fax: (479) 444-7141
                  E-mail: attybond@me.com

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

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

A copy of the Company's list of its seven largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/arwb13-72296.pdf

The petition was signed by Ron Odum, president.


BILTMORE INVESTMENTS: President Liable to TD Bank Loan
------------------------------------------------------
The Court of Appeals of North Carolina upheld a trial court ruling
that Walter T. McGee, as guarantor of four past-due promissory
notes, is liable to T.D. Bank, N.A., for the sums due on each
note, plus interest and attorney's fees.

Mr. McGee is the president of two North Carolina companies:
Asheville Downtown Holdings, Ltd., and Biltmore Investments, Ltd.
These companies operate a series of trailer parks in North
Carolina and South Carolina. Between 2005 and 2006 these companies
executed and delivered a total of four commercial promissory notes
to Carolina First Bank. T.D. Bank is successor by merger to, and
is formerly known as, Carolina First Bank.

All four Notes went into default.  Note 1 and Note 2 matured in
March 2010 and were not paid. Payments for Note 3 and Note 4
ceased after February 2010. In addition, Biltmore Investments
filed Chapter 11 bankruptcy on January 26, 2011 and Asheville
Downtown filed Chapter 11 bankruptcy on April 1, 2011.

The suit is TD BANK, N.A. v. McGEE No. COA12-1412 (N.C. App.).  A
copy of the appeals court's July 2, 2013 unpublished opinion is
available at http://is.gd/ppjc8Gfrom Leagle.com.

Ward and Smith, P.A.'s Lance P. Martin, Esq., Benjamin E. F. B.
Waller, Esq., and Norman J. Leonard, Esq. -- lpm@wardandsmith.com
bew@wardandsmith.com and njl@wardandsmith.com -- represent TD
Bank.

David R. Payne, P.A.'s David R. Payne, Esq., argues for Mr. McGee.


BOSTON PROPERTIES: Fitch Affirms 'BB+' Preferred Stock Rating
-------------------------------------------------------------
Fitch Ratings has affirmed the credit ratings of Boston
Properties, Inc. (NYSE: BXP), and its operating partnership,
Boston Properties Limited Partnership, as follows:

Boston Properties, Inc.

  -- Issuer Default Rating (IDR) at 'BBB';
  -- $200 million preferred stock at 'BB+'.

Boston Properties, L.P.

  -- IDR at 'BBB';
  -- $750 million unsecured revolving credit facility at 'BBB';
  -- $5.9 billion senior unsecured notes at 'BBB';
  -- $748 million exchangeable senior unsecured notes at 'BBB'.

The Rating Outlook is Stable.

Key Rating Drivers

The company's superior asset quality and appropriate leverage and
fixed-charge coverage metrics support the ratings.

The ratings also reflect BXP's adequate liquidity position that is
supported by its large unrestricted cash balance, retained free
cash flow, near full availability under its $750 million revolving
credit facility and its large unencumbered pool of high quality
assets in markets with excellent transaction and financing
liquidity characteristics.

The ratings are balanced by the company's moderately concentrated
geographical footprint and related exposure to finance, legal and
government and defense industry tenants. Execution and liquidity
risk associated with the company's development platform are also a
credit concern.

Superior Asset Quality

BXP owns a high-quality portfolio of predominantly class A office
properties located in supply-constrained central business district
(CBD) markets. The company's CBD properties are often leading
properties in their submarkets that compete for the highest
profile tenants, and would likely attract significant investor and
lender interest, providing contingent liquidity to the company.

Appropriate Leverage and Coverage

BXP's leverage and fixed-charge coverage are appropriate for a
'BBB' rated office REIT with BXP's large size and high asset
quality. BXP's net debt to recurring operating EBITDA for the
trailing 12 months (TTM) was 6.7x as of March 31, 2013. Leverage
was 6.8x in 2012, 6.3x in 2011 and 7.6x in 2010. Fitch expects the
company's leverage to sustain in the high 6.0x range through 2015.

Fixed-charge coverage was 2.2x for the TTM ended March 31, 2013,
compared to 2.1x in 2012, 2.2x in 2011 and 1.8x in 2010. Fitch
projects that the company's fixed-charge coverage will improve
modestly to 2.3x in 2015. Fitch defines fixed charge coverage as
recurring operating EBITDA, including recurring cash distributions
from joint ventures, less straight line rents and maintenance
CapEx and leasing costs, divided by interest incurred plus
preferred dividends.

Long-Term Leases

The seven-year weighted average term to maturity of BXP's leases
provides stability to the company's cash flows. The company's in-
service portfolio was 91.7% leased at March 31, 2013. BXP's lease
profile is strong relative to its office REIT peers, which ensures
that the company is not overly exposed to leasing risk at any
given time, notwithstanding tenant bankruptcies. Average annual
lease expirations comprise less than 8% of annualized base rent
through 2022, with a maximum annual maturity of 13% in 2017. The
company has historically been proactive in renewing tenants in
advance of lease maturities to minimize downtime and leasing
costs, which Fitch views as a risk adverse strategy that
strengthens the credit by reducing cash flow volatility.

Solid Liquidity

Recent capital markets activity has solidified BXP's liquidity
position. For the period April 1, 2013 to Dec. 31, 2014, the
company's base case liquidity coverage ratio is 1.5x after giving
effect to its $700 million notes issuance in early June 2013.
BXP's liquidity coverage would improve to 1.7x assuming the
company refinances maturing mortgages at 80% of current balances.
The $746 million of exchangeable notes that mature in February
2014 represent the company's next largest funding requirement.

Unfunded development commitments were the second largest use of
capital at $670 million, not including the Transbay Tower in San
Francisco for which Fitch anticipates the company will start
below-grade construction in late 2013. BXP likely has some
flexibility to defer spending if market conditions weaken
unexpectedly and materially. BXP's liquidity coverage ratio would
improve to 2.1x absent committed development expenditures. Fitch
defines liquidity coverage as sources of liquidity (unrestricted
cash, availability under the company's unsecured credit facility
and expected retained cash flows from operating activities after
dividends) divided by uses of liquidity (pro rata debt maturities,
expected recurring capital expenditures and development costs).

BXP maintains a large unencumbered pool of 124 assets that
comprised 66% of net operating income (NOI) as of March 31, 2013.
Fitch views the company's unencumbered asset base as a strong
source of contingent liquidity that supports its unsecured
obligations. Capitalizing annualized first quarter 2013 (1Q'13)
cash NOI generated by the unencumbered pool at a stressed 7.5%
capitalization rate yields unencumbered asset coverage of
approximately 1.9x, which is adequate for the 'BBB' IDR.

Finally, BXP's approximate 76% AFFO payout ratio allows the
company to retain approximately $100 million of cash flow annually
that can be used to fund investments and satisfy its maturities.

Well-Laddered Debt Maturities

BXP's debt maturities are generally well-laddered, with less than
10% of total debt maturing in any given year through 2016. The
company does have an unusually large 17.2% of consolidated debt
maturing in 2017 that increases to 24.2% of total debt maturing
when including the $975 million of unconsolidated JV debt maturing
at BXP's pro rata share. Fitch views these maturities as an
intermediate-term risk that is mitigated by the secured, non-
recourse nature of the obligations, as well as the high quality of
the properties securing these mortgages, which include 599
Lexington Avenue and 767 Fifth Avenue (The GM Building) in
Manhattan, and the John Hancock Tower in Boston.

Tenant Industry Concentration Risk

The company has a high proportion of financial, legal and
government related tenants in its portfolio. Tenants in these
segments comprised approximately 28%, 25% and 6% of gross rent,
respectively, for a combined total of 59% as of March 31, 2013.
Lower trading volumes and increased regulation are key issues that
are challenging financial services companies resulting in delayed
leasing decisions, at best, and, in many instances, led to
reductions in space demand. Legal tenants continue to optimize
their space needs and are often shrinking their office footprints
when leases expire. Finally, the U.S. Government (BXP's largest
tenant at 6.4% of leased square feet) and related government
contractors are demanding less space due in large part to the
impact sequestration, particularly in the Washington D.C. metro
area.

Development Risk

Development is a key component of BXP's strategy and the company
has historically allowed its pipeline of projects under
construction to become a large percentage of its portfolio on both
a relative and absolute basis. For example, the pipeline grew to
20.3% of total undepreciated book assets in 2Q'08, with the
unfunded portion representing 11% of total assets. The total
estimated investment of BXP's development pipeline was $1.9
billion at March 31, 2013, which represented 10.1% of total assets
with the unfunded portion comprising a materially smaller 3.6% of
total assets. Fitch would view cautiously a pipeline that grows
close to 20% of total assets or approaching 10% of remaining
funding, absent significant pre-leasing.

Preferred Stock Notching

The two-notch differential between BXP's IDR and its preferred
stock rating is consistent with Fitch's criteria for corporate
entities with an IDR of 'BBB'. Based on Fitch's research on
'Treatment and Notching of Hybrids in Nonfinancial Corporate and
REIT Credit Analysis,' these preferred securities are deeply
subordinated and have loss absorption elements that would likely
result in poor recoveries in the event of a corporate default.

Stable Rating Outlook

The Stable Outlook reflects Fitch's expectations that fixed-charge
coverage and leverage will sustain at the current levels over the
next 12-24 months.

Rating Sensitivities

The following factors could result in positive momentum in the
ratings and/or Outlook:

-- Fitch's expectation of leverage sustaining below 6.5x for
   several quarters. This factor was previously 5.5x and was
   changed to 6.5x to reflect the consistently lower
   capitalization rates for properties in BXP's markets
   (leverage was 6.7x as of March 31, 2013).

-- Fitch's expectation of fixed-charge coverage sustaining
   above 2.5x for several consecutive quarters (coverage was
   2.2x for the TTM ended March 31, 2013);

Conversely, the following factors may result in negative momentum
in the ratings and/or Outlook:

-- Fitch's expectation of net debt to recurring operating EBITDA
   sustaining above 7.5x. This factor was previously 7.0x and was
   changed to 7.5x to reflect the consistently lower
   capitalization rates for properties in BXP's markets;

-- Fitch's expectation of fixed-charge coverage sustaining below
   1.7x;

-- A liquidity coverage ratio of below 1.0x.


BROADCAST INTERNATIONAL: 2nd Amendment to AllDigital Merger Pact
----------------------------------------------------------------
Broadcast International, Inc., and AllDigital Holdings, Inc.,
entered into a Second Amendment to Agreement and Plan of Merger.
The Merger Agreement, as previously amended on April 9, 2013,
contemplates that, assuming the satisfaction of certain conditions
precedent to closing, the Company will be merged with and into
AllDigital, and AllDigital will survive as a wholly-owned
subsidiary of the Company.

The Amendment increases the percentage of Company common stock,
calculated on a modified fully diluted basis, that AllDigital
security holders will receive in the merger from 54 percent to 58
percent and modified a number of the closing conditions to the
merger.  Namely, (i) the amount of adjusted working capital the
Company is required to have immediately prior to closing of the
merger was changed from equal to or greater than a deficit of
$1,000,000 to equal to or greater than zero; (ii) the monthly net
cash flow of the Company is required to have for the thirty days
preceding the merger was changed from $50,000 to a monthly deficit
of $10,000; and (iii) a new condition was added requiring the
Company to have post-merger financing commitments in place for the
purchase of no less than $1.5 million, and no more than $3.5
million, of Company common stock with terms and investors approved
by AllDigital.

Additionally, the Amendment modified the "End Date" (a date upon
which either party may terminate the Merger Agreement if the
merger has not been consummated) from July 31, 2013, to Oct. 31,
2013; the Amendment eliminated one of the existing Company
directors from the schedule of post-closing directors and, as a
result, the Merger Agreement identifies the post-closing directors
as Donald A. Harris, Paul Summers, David Williams and up to two
additional directors mutually approved by the Company and
AllDigital prior to closing of the merger; and the Amendment
changes the ratio for the reverse stock split to be proposed by
the Company to its shareholders from a 10 to 1 reverse stock split
to a 15 to 1 reverse stock split.

A copy of the Amended Merger Agreement is available at:

                       http://is.gd/jOOUUu

                  About Broadcast International

Based in Salt Lake City, Broadcast International, Inc., installs,
manages and supports private communication networks for large
organizations that have widely-dispersed locations or operations.
The Company owns CodecSys, a video compression technology to
convert video content into a digital data stream for transmission
over satellite, cable, Internet, or wireless networks, as well as
offers audio and video production services.  The Company's
enterprise clients use its networks to deliver training programs,
product announcements, entertainment, and other communications to
their employees and customers.

The Company reported net income of $1.30 million in 2011, compared
with a net loss of $18.66 million in 2010.  The Company's balance
sheet at March 31, 2013, showed $2.64 million in total assets,
$9.07 million in total liabilities, and a $6.43 million total
stockholders' deficit.


CAESARS ENTERTAINMENT: Approves RSU Awards Under 2012 Plan
----------------------------------------------------------
The Human Resources Committee of Caesars Entertainment Corporation
approved the Form of the Restricted Stock Unit Award Agreement
under the 2012 Performance Incentive Plan.  The Committee also
made these grants of options to purchase shares and restricted
stock units under the Plan to the Company's named executive
officers:

  Name                   No. of Options    No. of RSUs
  -------------------    --------------    -----------
  Gary W. Loveman           110,834          102,917
  Donald A. Colvin           21,875           32,813
  John W. R. Payne           28,125           42,188
  Thomas M. Jenkin           37,500           56,250
  Timothy R. Donovan         20,313           30,469

A copy of the Form of RSU Award Agreement is available at:

                        http://is.gd/HyPidj

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

The Company incurred a net loss of $1.49 billion on $8.58 billion
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $666.70 million on $8.57 billion of net revenues
during the prior year.  The Company incurred a $823.30 million net
loss in 2010.  The Company's balance sheet at March 31, 2013,
showed $27.47 billion in total assets, $28.03 billion in total
liabilities, and a $560 million total deficit.

                           *     *     *

Caesars Entertainment carries a 'CCC' long-term issuer default
rating, with negative outlook, from Fitch and a 'Caa1' corporate
family rating with negative outlook from Moody's Investors
Service.

As reported in the TCR on Feb. 5, 2013, Moody's Investors Service
lowered the Speculative Grade Liquidity rating of Caesars
Entertainment Corporation to SGL-3 from SGL-2, reflecting
declining revolver availability and Moody's concerns that Caesars'
earnings and cash flow will remain under pressure causing the
company's negative cash flow to worsen.

In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings
Services said that it lowered its corporate credit ratings on Las
Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned
subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+'
from 'B-'.

"The downgrade reflects weaker-than-expected operating performance
in the first quarter, and our view that Caesars' capital structure
may be unsustainable over the next two years based on our EBITDA
forecast for the company," said Standard & Poor's credit analyst
Melissa Long.


CANOAK USA: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Canoak USA, Inc.
        435 County Road 6430
        Salem, MO 65560

Bankruptcy Case No.: 13-46080

Chapter 11 Petition Date: June 28, 2013

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Charles E. Rendlen III

Debtor's Counsel: J. Michael Payne, Esq.
                  LIMBAUGH, RUSSELL, PAYNE & HOWARD
                  407 N. Kingshighway, Ste. 400
                  P.O. Box 1150
                  Cape Girardeau, MO 63702-1150
                  Tel: (573) 335-3316
                  E-mail: mpayne@limbaughlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/moeb13-46080.pdf

The petition was signed by Jerry R. Lough, president.


CAPITOL BANCORP: River Branch Files Own Motion to Be Advisor
------------------------------------------------------------
River Branch Capital LLC filed a motion asking the U.S. Bankruptcy
Court to authorize its employment as investment banker to Capitol
Bancorp Ltd., et al., effective as of the Petition Date.

River Branch says that as part of the necessary expenses of filing
the Chapter 11 cases, it prepared a valuation and liquidation
analysis for the plan of reorganization filed on the Petition
Date.  The agreed fee was $100,000.

On Jan. 3, 2013, the Debtors filed a nunc pro tunc application to
employ River Branch as investment banker.  The application
described in detail the agreed $100,000 fee.  River Branch said it
was led to believe that court approval would be sought, and has
performed additional valuable services for the estate in reliance
thereon.  For example, River Branch employees have traveled
extensively with the Debtors' management team to find
institutional investors interested in acquiring common and
preferred shares pursuant to the Debtors' recapitalization plan.
In connection with its marketing effort, River Branch has incurred
postpetition out-of-pocket expenses totaling $24,942.

Recently, River Branch learned, for the first time, that the
Debtors never advanced the application on the Court's calendar,
and thus, River Branch has filed the motion.

The firm asks the Court to approve the application and order
payment of $124,942.  In the alternative, the firm asks the Court
to order payment of $124,942, because its services were necessary
to preserve these estates.

River Branch is represented by:

         SHELDON S. TOLL PLLC
         Sheldon S. Toll, Esq.
         3000 Town Center, Suite 1700
         Southfiled, MI 48075
         Tel: (248) 351-5480
         E-mail: lawtoll@comcast.net

                       About Capitol Bancorp

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

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

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

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

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

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

Capitol Bancorp has acceded partly to Plan objections lodged by
the official unsecured creditors' committee, by agreeing to
postpone a plan-approval hearing to Sept. 18 from Aug. 14.  The
creditors support Capitol's desire to sell the remaining banks it
owns in six states, although the committee disagrees with the
Chapter 11 plan and aspects of the disclosure materials.

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


CASA CASUARINA: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Casa Casuarina, LLC
        1116 Ocean Drive
        Miami Beach, FL 33139

Bankruptcy Case No.: 13-25645

Chapter 11 Petition Date: July 1, 2013

Court: U.S. Bankruptcy Court
       Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtor's Counsel: Joe M. Grant, Esq.
                  MARSHALL SOCARRAS GRANT, P.L.
                  197 S. Federal Highway, #300
                  Boca Raton, FL 33432
                  Tel: (561) 3611000
                  Fax: (561) 672-7581
                  E-mail: jgrant@msglaw.com

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

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

The petition was signed by Peter Loftin, manager.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Carlton Fields                     Trade Debt              $30,000
100 S.E. 2nd Street, Suite 4200
Miami, FL 33131

Rice Pugatch Robinson Schiller     Trade Debt              $30,000
101 N.E. 3rd Avenue, Suite 1800
Fort Lauderdale, FL 33301

Michael Pospisil                   Judgment                $18,909
c/o Lawrence McGuiness, Esq.
1627 S.W. 37th Avenue
Miami, FL 33145

Alexandra Albu                     Judgment                $15,857

Monique Alfonso                    Judgment                $15,857

Joseph Bonifacio                   Judgment                $10,888

Ranko Slavujevic                   Judgment                 $5,194

1116 Ocean Drive, LLC              Litigation              Unknown

Alfred Chouinard                   Litigation              Unknown

Barry Sendach                      Litigation              Unknown

Elizabeth Kumin                    Litigation              Unknown

Gina Johnson                       Litigation              Unknown

Herbert Stettin, Chapter 11        Settlement Agreement    Unknown
Trustee

Ivan Kaufman                       Litigation              Unknown

James Harrold                      Litigation              Unknown

Jerri Sendach                      Litigation              Unknown

Loran McGlynn                      Litigation              Unknown

Miami Dade County Tax Collector    116 Ocean Drive         Unknown
                                   Miami Beach, FL 33139

Property Tax Consultants, Ltd.     Settlement Agreement    Unknown

Robert Rowen                       Litigation              Unknown


CASH STORE: Faces Securities Class Action in New York Court
-----------------------------------------------------------
The Cash Store Financial Services Inc. on July 4 disclosed that a
proposed class action proceeding for violation of U.S. federal
securities laws has been commenced in the United States District
Court of the Southern District of New York against the Company and
certain of its present and former officers.  The claim is
substantially similar to the recently announced proposed class
action proceedings in Alberta and Ontario and the previously
disclosed complaint filed by Globis Capital Partners L.P.

The proposed U.S. class action concerns alleged misrepresentations
made in the Company's quarterly and annual financial statements
between November 24, 2010 and May 13, 2013.  In particular, the
U.S. complaint alleges that Cash Store Financial overvalued the
consumer loan portfolio acquired from third party lenders,
overstated its net income, understated losses on its internal
consumer loan portfolio, and understated its liabilities
associated with the settlement of the British Columbia class
action.

The Company will defend itself vigorously against what it believes
are unfounded allegations.

                   About Cash Store Financial

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

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

Cash Store Financial employs approximately 1,900 associates.

                          *     *     *

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

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

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


CENGAGE LEARNING: Lenders Signal Challenge to Restructuring Deal
----------------------------------------------------------------
Stephanie Gleason writing for Dow Jones' DBR Small Cap reports
that textbook publisher Cengage Learning Inc. made its debut
appearance in bankruptcy court Wednesday, facing down a group of
junior lenders who have indicated that they may challenge the
restructuring deal the company reached with its top-ranking
lenders.

                      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.


CENGAGE LEARNING: Moody's Changes CFR to 'Ca' After Ch. 11 Filing
-----------------------------------------------------------------
Moody's Investors Service changed Cengage Learning Acquisitions,
Inc.'s Probability of Default Rating to D-PD from Caa3-PD and the
Corporate Family Rating to Ca from Caa3 following the company's
announcement that it filed a voluntary petition for reorganization
under Chapter 11 of the U.S. Bankruptcy Code on July 2, 2013.

Moody's plans to withdraw all ratings for the company over the
near-term consistent with its business practice for companies
operating under the purview of the bankruptcy courts wherein
information flow typically becomes much more limited.

Downgrades:

Issuer: Cengage Learning Acquisitions, Inc.

Corporate Family Rating: Downgraded to Ca from Caa3

Probability of Default Rating: Downgraded to D-PD from Caa3-PD

Senior Secured Bank Credit Facility: Downgraded to Caa3, LGD3 --
39% from Caa2, LGD3 - 39%

Senior Secured Regular Bond/Debenture (1st lien notes due Apr
15, 2020): Downgraded to Caa3, LGD3 -- 39% from Caa2, LGD3 - 39%

Senior Secured Regular Bond/Debenture (2nd lien notes due
June 30, 2019): Downgraded to C, LGD5 -- 88% from Ca, LGD5 - 87%

Senior Unsecured Regular Bond/Debenture Jan 15, 2015: Downgraded
to C, LGD6 -- 94% from Ca, LGD6 - 93%

Senior Subordinated Regular Bond/Debenture July 15, 2015:
Downgraded to C, LGD6 -- 96% from Ca, LGD6 -- 96%

Affirmations:

Issuer: Cengage Learning Acquisitions, Inc.

Speculative Grade Liquidity Rating: Affirmed SGL-4

Ratings Rationale:

The downgrade of the PDR to D-PD reflects the company's bankruptcy
filing, which Moody's classifies as a "default" event, consistent
with the "D-PD" Probability of Default rating. The Ca Corporate
Family Rating (CFR) and the Caa3 ratings for the senior secured
credit facilities were based on the application of Moody's Loss
Given Default framework and Moody's estimates for expected
recovery rates.

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

Cengage, headquartered in Stamford, CT, is a provider of learning
solutions to colleges, universities, professors, students,
libraries, reference centers, government agencies, corporations
and professionals. Cengage publishes college textbooks and
reference materials, and supplements its print publications with
digital solutions. The company was acquired by funds managed by
Apax Partners and OMERS Capital Partners in a $7.3 billion
leveraged buy-out from Thomson Reuters Corporation in July 2007.
Revenue for the 12 months ended March 2013 was approximately $1.8
billion.


CENGAGE LEARNING: S&P Lowers Corporate Credit Rating to 'D'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Stamford, Conn.-based higher education publisher Cengage
Learning Holdings II L.P. to 'D' from 'CCC-'.  In addition, S&P
lowered the rating on the senior secured term loan to 'D' from
'CCC'.  S&P also lowered the ratings on the senior secured notes,
senior unsecured debt, and subordinated debt to 'D' from 'C'.
S&P's recovery ratings on the company's debt issues remain
unchanged.

"The downgrade follows Cengage's announcement of a Chapter 11
bankruptcy filing," said Standard & Poor's credit analyst Hal
Diamond.  The company has entered into a restructuring support
agreement with an ad hoc committee of lenders to support a
transaction that would eliminate more than $4 billion, or two-
thirds of its debt.  This would result in pro forma lease-adjusted
debt to EBITDA (after amortization of prepublication costs) of
less than 4x from slightly less than 12x in the 12 months ended
March 31, 2013," S&P said.

Cengage, the second-largest U.S. college textbook publisher, has
been losing market share, and lacks the breadth and financial
resources of Pearson PLC, the market leader.  Cengage has been
adversely affected by the growth of the rental textbook market,
which has increased the availability of discounted books.
Cengage's sales to for-profit educational institutions are
declining, because these buyers are facing enrollment pressures as
a result of regulation that significantly tightens their marketing
practices.  In addition, lower funding from state and local
governments is hurting the company's library reference and school
publishing businesses.


CLEARLAKE PINES: Case Summary & 6 Unsecured Creditors
-----------------------------------------------------
Debtor: Clearlake Pines Holdings, LLC
        503 E. Jackson Street, #207
        Tampa, FL 33602

Bankruptcy Case No.: 13-08021

Chapter 11 Petition Date: June 28, 2013

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

Judge: Karen S. Jennemann

Debtor's Counsel: James H. Monroe, Esq.
                  JAMES H. MONROE, P.A.
                  P.O. Box 540163
                  Orlando, FL 32854
                  Tel: (407) 872-7447
                  Fax: (407) 246-0008
                  E-mail: jhm@jamesmonroepa.com

Scheduled Assets: $1,800,300

Scheduled Liabilities: $4,397,650

A copy of the Company's list of its six unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/flmb13-8021.pdf

The petition was signed by John Burgess, managing member.


COMMUNITYONE BANCORP: Carlyle Held 22.7% Equity Stake at June 28
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Carlyle Group Management L.L.C. and its
affiliates disclosed that, as of June 28, 2013, they beneficially
owned 4,930,313 shares of common stock of CommunityOne Bancorp
representing 22.7 percent of the shares outstanding.  A copy of
the regulatory filing is available for free at http://is.gd/4QDwhA

                         About CommunityOne

CommunityOne Bancorp (formerly FNB United) is the North Carolina-
based bank holding company for CommunityOne Bank, N.A.
(community1.com), which offers a full range of consumer, mortgage
and business banking services, including loan, deposit, cash
management, wealth and online banking services through 55 branches
in 44 communities throughout the central, southern and western
regions of the state.

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


COMMONWEALTH BIOTECHNOLOGIES: Andrew Chien Suit Dismissed
---------------------------------------------------------
Bankruptcy Judge Kevin R. Huennekens dismissed ANDREW CHIEN,
Plaintiff, v. COMMONWEALTH BIOTECHNOLOGIES, INC., RICHARD J.
FREER, Defendants, Adv. Proc. No. 13-03088-KRH (Bankr. E.D. Va.),
in a July 1, 2013 Memorandum Opinion available at
http://is.gd/qNFGJ6from Leagle.com.

During Commonwealth Biotechnologies' bankruptcy, Fornova
Pharmworld, Inc., timely filed a proof of claim, Claim Number 18-1
in the amount of $622,167.  That claim was disallowed and expunged
by the Court's Order entered October 5, 2012.

Mr. Chien filed the adversary proceeding in April 2013 seeking to
recover monetary and injunctive relief against the Debtor and
against the Debtor's president, Richard J. Freer.  The suit is
related to the Debtor's bankruptcy case on account of the expunged
Fornova Claim.

Dr. Freer filed the Motion to (A) Strike Complaint and/or (B)
Dismiss Complaint filed by defendant CBI and on the Motion to
Strike and/or Dismiss.  A hearing on the Motions was held June 19,
2013.  Due to accommodations made by the state court, Mr. Chien
(who is presently incarcerated in the County of Chesterfield,
Virginia) was permitted to attend and actively participate in the
June 19 hearing on the Motions.

                About Commonwealth Biotechnologies

Based in Midlothian, Virginia, Commonwealth Biotechnologies, Inc.,
was a specialized life sciences outsourcing business that offered
cutting-edge expertise and a complete array of Peptide-based
discovery chemistry and biology products and services through its
wholly owned subsidiary Mimotopes Pty Limited.

Commonwealth Biotechnologies Inc. filed for Chapter 11 bankruptcy
protection (Bankr. E.D. Va. Case No. 11-30381) on Jan. 20, 2011.
Judge Kevin R. Huennekens presides over the case.  Paula S. Beran,
Esq., at Tavenner & Beran, PLC, represents the Debtor.  The Debtor
estimated both assets and debts of between $1 million and
$10 million.

On March 29, 2013, the Bankruptcy Court entered an order
confirming the company's Plan of Reorganization.  On April 17, the
Company disclosed that its Plan has become effective April 15.
Pursuant to the plan, CBI is in the process of finalizing
definitive documentation with HedgePath, LLC, a drug development
company focused on cancer therapies, pursuant to which HedgePath
will contribute the intellectual property assets relating to its
business to CBI in exchange for a new class of preferred stock
representing 90% of the outstanding voting stock of CBI on a
fully-diluted basis.  When the transaction is consummated, CBI's
current shareholders will retain a 10% equity interest in the new
entity and will retain one seat on the Board of Directors of CBI,
which is expected to be renamed HedgePath Pharmaceuticals, Inc.

On April 7, 2011, the Bankruptcy Court approved the private sale
of Mimotopes for a gross sales price of $850,000.  The sale closed
on April 29, 2011.  Mimotopes was deconsolidated during the second
quarter of 2011.

During the bankruptcy, CBI also sold its real property holdings in
Chesterfield County, Virginia.

The Company's balance sheet at June 30, 2012, showed $1.20 million
in total assets, $1.79 million in total liabilities, and a
$598,484 total stockholders' deficit.


CONTINENTAL COIN: Virtue Loses Bid to Strike Trustee's Complaint
----------------------------------------------------------------
Over the course of Nancy Hoffmeier Zamora's work as Chapter 11
trustee for Continental Coin Corp., Daniel McCarthy and the firm
by which he is employed, Hill, Farrer & Burrill, LLP, filed
numerous objections on behalf of creditor Rodger Virtue, including
an objection to the Trustee's proposed liquidation plan for
Continental Coin.  The Court confirmed the Trustee's liquidation
plan over Mr. Virtue's objection on Aug. 2, 2007.

On Dec. 12, 2007, the Court entered an order allowing Mr. Virtue
to file a complaint against the Trustee. The order contained a
provision that prohibited Mr. Virtue from including any claims
against the Trustee's attorney.  On Dec. 28, 2007, Mr. Virtue
filed a complaint alleging negligence, gross negligence and breach
of duty against the Trustee, also naming Zamora & Hoffmeier, the
Chapter 11 Trustee's general counsel, as defendant with an
allegation for legal malpractice.  The Trustee and Z&H opposed the
Adversary Complaint as a violation of the Court's Order. The
Bankruptcy Court agreed and Mr. Virtue appealed to the District
Court, which affirmed that Mr. Virtue could not sue Z&H.  The
District Court's Opinion became final on March 21, 2011, after
which both parties appealed the District Court Opinion to the
United States Court of Appeals for the Ninth Circuit, and the
Ninth Circuit dismissed both for lack of appellate jurisdiction.
On June 11, 2011, Mr. Virtue filed a First Amended Complaint
removing Z&H as a defendant.  On March 20, 2013, Z&H filed a
complaint against Messrs. Virtue and McCarthy and HFB for
malicious prosecution and abuse of process.

Mr. Virtue now moves to strike Z&H's March 2013 Complaint for
malicious prosecution and abuse of process pursuant to California
Code of Civil Procedure Sec. 425.16, commonly known as
California's "anti-SLAPP statute."  Mr. Virtue argues that Z&H's
claims arise from Mr. Virtue's original Adversary Proceeding thus
satisfying the first prong of the anti-SLAPP statute. Next, Mr.
Virtue argues that Z&H fails to meets its burden under the statute
because Z&H fails to show a probability of success on the merits
of the claims.  Because Z&H fails to meet its burden, the claims
should be dismissed as SLAPPs pursuant to the anti-SLAPP statute.

Z&H opposes Mr. Virtue's motion on the grounds that the anti-SLAPP
statute is inapplicable. Z&H argues that because Mr. Virtue's
Adversary Proceeding is not related to a public issue, it is not
protected activity under the statute. Thus, the first prong of the
anti-SLAPP statute is not met. Next, Z&H claims that it meets the
second-prong burden of the anti-SLAPP statute because its
complaint is sufficiently pled under the federal rules of
pleading. Thus, Z&H argues, the Court should deny Mr. Virtue's
motion to strike and either compel Mr. Virtue to answer the Z&H
complaint and allow Z&H to proceed with discovery related to the
Z&H complaint, or continue to the hearing on the motion so that
Z&H can conduct discovery and amend its complaint if necessary.

In a July 1, 2013 Memorandum of Opinion available at
http://is.gd/YHpqIMfrom Leagle.com, Bankruptcy Judge Geraldine
Mund denied Mr. Virtue's Special Motion to Strike.  "Both parties
meet their respective burdens of proof. The Court has considered
Virtue's evidentiary objections and ruled on them in order to make
this determination. Virtue successfully shows that the original
Adversary Proceeding is protected speech under the statute and Z&H
establishes a probability of prevailing on the merits of its
claims. Because Z&H successfully meets its burden of proof, the
anti-SLAPP statute does not apply. The claims should be heard on
their merits," Judge Mund said.

The request for attorneys' fees is denied.

The case is Zamora & Hoffmeier, Plaintiff(s), v. Hill, Farrer &
Burrill LLP, Daniel J. McCarthy, Rodger Virtue Defendant(s), Adv.
Proc. No. 1:13-ap-01061-GM (Bankr. C.D. Cal.).

Continental Coin Corporation filed a voluntary Chapter 11 petition
(Bankr. C.D. Calif. Case No. 00-15821) on July 19, 2000.  The
Debtor owned and operated a retail store that sold precious gems,
jewelry, numismatic coins, gold bullion, precious metals and
collectibles, and exchanged foreign currency.  It also owned a
mint facility that made decorative and commemorative coins,
refined precious metals, and subleased office and retail space to
18 subtenants.  The Debtor owned the leases for the Retail Store,
Mint, and office space.  On Sept. 4, 2001, Nancy Hoffmeier Zamora
was appointed as the Chapter 11 trustee.  On Nov. 2, 2001, the
Court approved the Trustee's employment of Zamora & Hoffmeier as
general counsel.

The Court confirmed the Trustee's liquidation plan on Aug. 2,
2007.


COOPER-BOOTH WHOLESALE: Committee Taps Klehr Harrison as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Cooper-Booth
Wholesale Company, L.P. asks the U.S. Bankruptcy Court for
permission to retain Klehr Harrison Harvey Branzburg LLP as
counsel nunc pro tunc to June 4, 2013.

The Committee says the firm's services are necessary to enable the
Committee to assess and monitor efforts of the Debtors and their
professional advisors to maximize the value of the Debtors'
estates.

Klehr Harrison has agreed with the Committee to bill at its normal
hourly rates:

               Partners     $360 to $710
               Of Counsel   $325 to $455
               Associates   $230 to $425
               Paralegals   $150 to $300

The principal attorneys at Klehr Harrison designated to represent
the Committee will bill at these rates:

     Morton R. Branzburg (partner 37 years experience)    $650
     Richard M. Beck (partner 23 years experience)        $550
     Margaret M. Manning (associate 12 years experience)  $375

Morton R. Branzburg, Esq., a 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 Cooper-Booth Wholesale

Cooper-Booth Wholesale Company, L.P. and two affiliates sought
Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) in
Philadelphia on May 21, 2013, after the U.S. government seized the
Company's bank accounts to recover payments made by a large
customer caught smuggling Virginia-stamped cigarettes into New
York.

Serving the mid-Atlantic region, Cooper is one of the top 20
convenience store wholesalers in the country.  Cooper supplies
cigarettes, snacks, beverages and other food items from Hershey's,
Lellogg's, Bic, and Mars to convenience stores.  Cooper has been
in the wholesale distribution business since 1865 when the Booth
Tobacco Company was incorporated in Lancaster, Pennsylvania.  The
Company has been family owned and operated for three generations.

Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer
Karalis, P.C., in Philadelphia, serve as the Debtors' bankruptcy
counsel.  Executive Sounding Board Associates, Inc., is the
financial advisor.  Blank Rome LLP represents the Debtor in
negotiations with federal agencies concerning the seizure warrant.

Cooper Booth estimated assets of at least $50 million and
liabilities of at least $10 million as of the bankruptcy filing.
As of the Petition Date, the Debtors' total consolidated funded
senior debt obligations were approximately $10.7 million and
consisted of, among other things, $7.72 million owing on a
revolving line of credit facility, $2.83 million owing on a line
of credit for the purchase of equipment, and $166,000 due on a
corporate VISA Card.  PNC Bank asserts that a letter of credit
facility is secured by all personal property owned by Wholesale.
Unsecured trade payables totaled $22.8 million as of May 21, 2013.


CORNHUSKER RBM: Updated Case Summary & Creditors' Lists
-------------------------------------------------------
Lead Debtor: Cornhusker RBM, LLC
             19065 Hickory Creek Dr., Suite 240
             Mokena, IL 60448

Bankruptcy Case No.: 13-26443

Chapter 11 Petition Date: June 28, 2013

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

Judge: Jack B. Schmetterer

Debtors' Counsel: Paul M. Bauch, Esq.
                  Kenneth A. Michaels, Jr., Esq.
                  Carolina Y. Sales, Esq.
                  BAUCH & MICHAELS LLC
                  53 West Jackson Boulevard Ste 1115
                  Chicago, IL 60604
                  Tel: (312) 588-5000
                  Fax: (312) 427-5709
                  E-mail: pbauch@bauch-michaels.com
                          kmichaels@bauch-michaels.com
                          csales@bauch-michaels.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.
   ------                              --------
DiaTri, LLC                            13-26447
  Assets: $1,000,001 to $10,000,000
  Debts: $10,000,001 to $50,000,000
Midwest Diagnostic Management, LLC     13-26450
  Assets: $1,000,001 to $10,000,000
  Debts: $10,000,001 to $50,000,000
Advanced Ancillary Services, LLC       13-26453
  Assets: $1,000,001 to $10,000,000
  Debts: $10,000,001 to $50,000,000
Diagnostic P.E.T. Network, LLC         13-26457
  Assets: $1,000,001 to $10,000,000
  Debts: $10,000,001 to $50,000,000

The petitions were signed by Scott Fuqua, president.

A. A copy of Cornhusker RBM's list of its 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb13-26443.pdf

B. A copy of DiaTri's list of its 20 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/ilnb13-26447.pdf

C. A copy of Midwest Diagnostic's list of its 20 largest unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/ilnb13-26450.pdf

D. A copy of Advanced Ancillary Services' list of its 20 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/ilnb13-26453.pdf

E. A copy of Diagnostic P.E.T. Network's list of its 20 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/ilnb13-26457.pdf


D&L ENERGY: Committee Can Hire BBP Partners as Advisors
-------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of D&L Energy, Inc., et al., sought and obtained approval
from the Bankruptcy Court to retain BBP Partners LLC as its
financial advisors.

BBP Partners will, among other things:

   a) review and analyze the Debtors' historical financial
      results and future projections, and assisting the Committee
      in assessing the Debtors' current financial condition;

   b) advise the Committee regarding strategic options available
      for the Debtors' business operations and assets; and

   c) advise the Committee regarding strategic options available
      for the Debtors'  business operations and assets.

Dave Wehrle will be the primary person working on matters and his
hourly rate is $300.

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

                          About D&L Energy

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

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

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

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


D&L ENERGY: Committee Wins OK for Squire Sanders as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of D & L Energy, Inc., et al., sought and obtained approval
from the Bankruptcy Court for to retain Squire Sanders (US) LLP as
its legal counsel.

The hourly rates of Squire Sanders' personnel are:

         Sherri L. Dahl                $555
         Peter R. Morrison             $305

The hourly rate for associates, partners and non-attorney
personnel is $200 for new associates, and $1,095 or higher for the
firm's most senior partners.  The hourly rate for new project
assistants $75 and $400 for experienced senior paralegals, with
most non-attorney billing rates falling within the range of $90 to
$265 per hour.

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

                          About D&L Energy

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

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

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

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


DECISION INSIGHT: S&P Revises Outlook to Pos. & Affirms 'B-' CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
property information and analytics provider Decision Insight
Information Group (U.S.) I Inc. (DIIG) to positive from stable.
At the same time, Standard & Poor's affirmed its 'B-' long-term
corporate credit rating on the company.

"The outlook revision follows DIIG's announcement that it plans to
sell certain assets to CoreLogic Inc., and use sale proceeds to
repay and terminate all reported debt outstanding," said Standard
& Poor's credit analyst David Fisher.

DIIG, including its related entities, has entered into an
agreement to sell certain assets to CoreLogic for gross proceeds
of US$661 million.  Pursuant to the agreement, the company will
sell its Marshall & Swift/Boeckh subsidiary, which comprises its
core U.S. property insurance segment, as well as DataQuick
Information Systems and the credit and flood services operations
of DataQuick Lender Solutions--operations belonging to the North
American Financial Services segment.

"The outlook revision to positive reflects our expectation that
DIIG's repayment of all its reported debt outstanding will
materially improve its credit metrics," Mr. Fisher added.

S&P could upgrade DIIG if the transaction closes as planned and
the company articulates a strategy for the remaining assets aimed
at building a cohesive and sustainable business, combined with
financial policies and capitalization consistent with a higher
rating.

Alternatively, S&P could revise the outlook to stable if the
transaction fails to close.


DETROIT: S&P Cuts Rating on 2nd Lien Sewage Rev. Bonds to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its ratings on
Detroit's senior-lien and second-lien sewage revenue bonds to
'BB-' and placed the ratings on CreditWatch with developing
implications.

"The downgrade is due to the uncertainty surrounding a proposal by
the city's emergency manager that the city's sewer revenue debt
could be restructured, and that the repayment terms could be
different than the existing repayment terms, including amounts of
principal and interest due and the amortization schedule," said
Standard & Poor's credit analyst Scott Garrigan.  "In seeking
clarification from city officials on the likelihood of a debt
restructuring, it is our view that a restructuring or negotiated
agreement for payment of the city's sewage revenue debt cannot be
ruled out.  We do note, however, that in our opinion it is not
clear whether the emergency manager would be able to act in lieu
of the Board of Water Commissioners with regard to a debt
restructuring.  Nevertheless, we believe that the existence of
this possibility is not consistent with an investment-grade
rating," added Mr. Garrigan.

If S&P receives additional information that a debt restructuring
or negotiated exchange would be a likely course, the rating would
likely drop to no higher than 'CCC' and could be lower depending
on our view of the specific default scenarios that are envisioned
during the next 12 months.

If a debt restructuring or a negotiated exchange was announced,
S&P would likely drop the rating to 'CC'.  S&P rates an issuer or
issue 'CC' when it expects default to be a virtual certainty,
regardless of the time to default, which would include a case when
an entity has announced its intention to undertake an exchange
offer or similar restructuring that we classify as distressed but
has not yet completed the transaction.

S&P expects to resolve the CreditWatch status when it receives
clarification on whether a debt restructuring or a negotiated
exchange will take place, which S&P views as tantamount to a
default.  However, S&P could keep the ratings on CreditWatch if a
departmental reorganization is proposed, with no debt
restructuring or negotiated exchange, until S&P is able to receive
information that it believes is sufficient to determine the impact
a reorganization would have on credit quality.

If the city's emergency manager recommends to the governor that he
allow the city to proceed under Chapter 9 of the U.S. Bankruptcy
Code prior to any announcement of a sewer debt restructuring or
DWSD organizational restructuring, S&P would likely place the
rating on CreditWatch with negative implications until it is able
to determine the extent, if any, a Chapter 9 filing would have on
the sewer system bond credit rating.


DETROIT: S&P Cuts Rating on 2nd Lien Water Rev. Bonds to 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its ratings on
Detroit's senior-lien and second-lien water revenue bonds to 'BB-'
and placed the ratings on CreditWatch with developing
implications.

"The downgrade is due to the uncertainty surrounding a proposal by
the city's emergency manager that the city's sewer revenue debt
could be restructured, and that the repayment terms could be
different than the existing repayment terms, including amounts of
principal and interest due and the amortization schedule," said
Standard & Poor's credit analyst Scott Garrigan.  "In seeking
clarification from city officials on the likelihood of a debt
restructuring, it is S&P's view that a restructuring or negotiated
agreement for payment of the city's water revenue debt cannot be
ruled out.  S&P do note, however, that in its opinion it is not
clear whether the emergency manager would be able to act in lieu
of the Board of Water Commissioners with regard to a debt
restructuring.  Nevertheless, S&P believes that the existence of
this possibility is not consistent with an investment-grade
rating," added Mr. Garrigan.

If S&P receives additional information that a debt restructuring
or negotiated exchange would be a likely course, the rating would
likely drop to no higher than 'CCC' and could be lower depending
on S&P's view of the specific default scenarios that are
envisioned during the next 12 months.

If a debt restructuring or a negotiated exchange was announced,
S&P would likely drop the rating to 'CC'.  S&P rates an issuer or
issue 'CC' when it expects default to be a virtual certainty,
regardless of the time to default, which would include a case when
an entity has announced its intention to undertake an exchange
offer or similar restructuring that we classify as distressed but
has not yet completed the transaction.

S&P expects to resolve the CreditWatch status when it receives
clarification on whether a debt restructuring or a negotiated
exchange will take place, which S&P views as tantamount to a
default.  However, S&P could keep the ratings on CreditWatch if a
departmental reorganization is proposed, with no debt
restructuring or negotiated exchange, until it is able to receive
information that S&P believes is sufficient to determine the
impact a reorganization would have on credit quality.

If the city's emergency manager recommends to the governor that he
allow the city to proceed under Chapter 9 of the U.S. Bankruptcy
Code prior to any announcement of a sewer debt restructuring or
DWSD organizational restructuring, S&P would likely place the
rating on CreditWatch with negative implications until it is able
to determine the extent, if any, a Chapter 9 filing would have on
the sewer system bond credit rating.


DEWEY & LEBOEUF: Entegra Suit Over Unused Retainer Goes to Trial
----------------------------------------------------------------
Bankruptcy Judge Martin Glenn denied cross-motions for judgment on
the pleadings in the adversary proceeding, ENTEGRA POWER GROUP
LLC, Plaintiff, v. DEWEY & LEBOEUF LLP, Defendant, Adv. Proc. No.
12-1889 (Bankr. S.D.N.Y.).

On Sept. 27, 2012, Entegra Power Group LLC commenced the Adversary
Proceeding against Dewey & LeBoeuf LLP, its former law firm, to
recover a $300,000 retainer that it alleges it provided to Dewey
in 2004.  Entegra alleges that the unused and unearned Retainer
belongs to Entegra and is not property of Dewey's bankruptcy
estate.  Dewey argues that because the Retainer fee was lawfully
comingled in Dewey's general bank account, Entegra has failed to
rebut the presumption that the funds are property of the estate.
According to Dewey, despite the firm never earning or applying the
Retainer, Entegra merely holds a general unsecured claim against
the estate in the amount of $300,000.

On April 2, 2004, Union Power Partners, L.P., Panda Gila River,
L.P., Trans-Union Interstate Pipeline, L.P. and UPP Finance
Company, LLC -- alleged to be predecessors to Entegra -- entered
into an engagement letter with Dewey Ballantine LLP -- predecessor
by merger to Dewey -- after which Dewey Ballantine began
performing legal services for the Entegra Predecessors. On January
26, 2005, the Entegra Predecessors each filed a voluntary petition
for relief under Chapter 11 in the Bankruptcy Court for the
District of Arizona and the cases were jointly administered. While
in bankruptcy, the Entegra Predecessors hired Dewey Ballantine as
special corporate counsel. The $300,000 Retainer provided pursuant
to the Engagement Letter was never drawn upon for services
performed by Dewey Ballantine. On June 1, 2005, the Entegra
Predecessors emerged from bankruptcy, pursuant to a confirmed
chapter 11 plan of reorganization, allegedly as Entegra Power
Group, LLC.  Post-reorganization, the Complaint alleges that Dewey
Ballantine continued to represent Entegra, even after the October
2007 merger of Dewey Ballantine and LeBoeuf, Lamb, Green & MacRae
LLP.

According to Judge Glenn, "because Entegra did not file a proof of
claim, it will be unable to receive a distribution from estate
assets under the confirmed liquidation plan. If the Retainer was a
security retainer, and Entegra can satisfy tracing and other
constructive trust requirements, Entegra may succeed in recovering
some or all of the unearned Retainer since assets in a
constructive trust are not property of the estate. If the Retainer
was an advance payment retainer, the Court concludes that no
constructive trust may be imposed and Entegra may not recover from
the estate. Further proceedings in this case are required before
these issues can be resolved."

"But this may not provide the final word on a possible recovery by
Entegra in this adversary proceeding. Dewey maintained several
fiduciary insurance policies. Under section 1141(d)(3)(A) of the
Bankruptcy Code, Dewey's obligation to Entegra is not discharged.
. . .  In light of Dewey's breach of fiduciary duty by failing to
return the unearned Retainer, it may well be that Entegra may
obtain a recovery from Dewey's fiduciary insurance policies. That
is not an issue presently before the Court and the parties did not
address the matter in their briefs."

"Because there are disputed issues of material fact, Entegra's
Motion and Dewey's Cross-Motion are denied. A separate order will
be entered requiring the parties to appear at a case management
and scheduling conference."

A copy of Judge Glenn's July 2, 2013 Memorandum Opinion and Order
is available at http://is.gd/Z5Gearfrom Leagle.com.

Stephen D. Lerner, Esq., Robert A. Wolf, Esq., Brian M. McQuaid,
Esq., at Squire Sanders (US) LLP, argue for Entegra Power Group
LLC.

                       About Dewey & LeBoeuf

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

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

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

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

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

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

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

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

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

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

Alan Jacobs of AMJ Advisors LLC, has been named Dewey's
liquidation trustee.  Scott E. Ratner, Esq., Frank A. Oswald,
Esq., David A. Paul, Esq., Steven S. Flores, Esq., at Togut, Segal
& Segal LLP, serve as counsel to the Liquidation Trustee.


DIMENSIONS HEALTH: Moody's Affirms 'B3' Rating on $53.5MM Bonds
---------------------------------------------------------------
Moody's Investors Service affirms the B3 bond rating assigned to
approximately $53.5 million of Series 1994 fixed rate bonds issued
by Dimensions Health Corporation (DHC) through the Prince George's
County, MD. The rating outlook remains stable.

Rating Rationale

The B3 rating affirmation and stable rating outlook reflect a
history of demonstrated financial support from the State and
County that continue to keep DHC in operation. DHC has a fully
funded debt service refund and continues to make timely payments.
Annual operating subsidies are expected to continue through FY
2015 as the State of Maryland ('State', Aaa negative), Prince
George's County ('County', Aaa negative), University of Maryland
Medical System (UMMS, A2 negative), University Systems of Maryland
(USM, Aa1 stable), and DHC work together toward a goal of
revamping and transforming the healthcare delivery system in the
County. The proposed plan is to build a new, financially viable
regional medical center supported by a network of primary care
physicians and ambulatory care centers.

The affirmation is further supported by a thin but improved and
stable unrestricted cash balance and ongoing initiatives in
collaboration with UMMS to enhance and reorganize some of DHC's
existing services and facilities. However, these factors only
partially offset the continued large operating losses (excluding
operating grants), which are budgeted to continue in FY 2014,
large outstanding debt, unfunded pension and retiree health
benefit liabilities, significant capital needs and reliance on
government funding to remain viable.

There is continued uncertainty on how DHC's existing bond and
pension obligations and the proposed cost of new regional medical
center will be fully funded. The state and county have committed
two thirds of the funding towards the new hospital. The remaining
funding sources would likely include investment by UMMS and from
seeking higher reimbursement rates from the Maryland Services Cost
Review Commissions (HRCRC) to help support capital costs of the
new facility.

Strengths

- A large, essential safety-net healthcare system located in
   Prince George's County, Maryland serving a large Medicaid and
   uninsured population (revenue base of $332 million (excluding
   operating grants), 16,500 admissions, and 126,000 ER visits).

- Fully funded debt service reserve fund on all fixed rate debt
   outstanding; track-record of making monthly debt service
   payments and semi-annual bond payments in full and on time and
   never missing a bond payment

- State and County have demonstrated historical support to keep
   DHC in operation by providing operating grants totaling
   approximately $224 million over the last twelve years. DHC
   received combined State and County operating grants of $30
   million ($15 million each) since FY 2011, which is the highest
   combined amounts to date. As per the letter of intent signed
   on October 20, 2011, the State and County committed to DHC
   and/or any new owner or owners, additional combined $30
   million through FY 2015 subject to State and County
   appropriations process. The combined $30 million has been
   approved for FY 2014. The State has also approved $24 million
   of capital grants of which $14 million will be booked in FY
   2014 and remaining $10 million in FY 2015

Challenges

- Unrestricted cash balance remain thin relative to outstanding
   debt and unfunded pension liabilities; as of May 31, 2013, the
   unrestricted cash balance was $39.1 million relative to
   comprehensive debt of $173 million outstanding; days cash on
   hand measured 40 days, cash-to-direct debt was 65.1% and cash-
   to-comprehensive debt was 22.7%

- Continued large operating losses and operating cash flow
   deficit excluding operating grants. Through eleven months of
   FY 2013, operating losses grew to $30.1 million (-9.8% margin)
   and operating cash flow deficit of $18.7 million (-6.1%
   margin); when including $31.1 million of State, County, and
   Magruder Memorial Hospital Trust operating grants, the margins
   were 0.5% and 2.9%, respectively; DHC received the full
   expected $30 million ($15 million each) from the State and
   County on a quarterly basis through May 31, 2013

- Very modest capital spending over last the last ten years
   (less than one times depreciation expense) resulting in a
   steadily increased and well above median 22 years average age
   of plant in FY 2013; deferred maintenance remains an ongoing
   challenge; capital spending increased in FY 2013 for the
   implementation of an electronic medical record (EMR),
   projected to be fully funded through cash reserves; the
   estimated cost to replacement the existing Siemens system and
   install the Cerner system is projected to cost $35-$40 million
   over five years; the system went live for all inpatient
   hospital services on June 9th, 2013 and no major disruptions
   have been reported so far

- Serves a high government (Medicare (29.4%) and Medicaid (28%))
   and Self Pay (10.4%) population, which combined represented
   68% of gross revenues in FY 2013

Outlook

The stable outlook reflects continued demonstrated financial
support from the State and County approved for FY 2014 and FY
2015, stable unrestricted cash balance and ongoing efforts to
improve operating performance and quality in collaboration with
UMMS. DHC has a fully funded debt service refund and continues to
make timely payments.

What Could Make the Rating Go - Up

A rating upgrade is unlikely in the short-term; over the longer-
term, a rating upgrade would be considered if DHC secures stable
and permanent external funding, demonstrates and sustains
substantial operating improvement; rebuilds cash to demonstrate
long-term viability.

What Could Make the Rating Go - Down

Inability to find a solution to financial challenges and failure
to secure long-term funding; further erosion of operating
performance, decline in cash balance; payment default on bonds and
pension plan payments and/or bankruptcy filing

Principal Rating Methodology

The principal methodology used in this rating was Not-for-Profit
Healthcare Rating Methodology published in March 2012.


DYNAVOX INC: Voluntarily Deregisters Class A Shares
---------------------------------------------------
DynaVox Inc. filed a Form 15 with the U.S. Securities and Exchange
Commission to voluntarily terminate the registration of its
Class A common stock, par value, $0.01 per share.  As of July 1,
2013, there were only 87 holders of Class A shares.  As a result
of the Form 15 filing, the Company is suspending its obligations
to file reports with the SEC.

                          About DynaVox Inc.

DynaVox Inc. (OTC: DVOX) is a holding Company with its
headquarters in Pittsburgh, Pennsylvania, whose primary operating
entities are DynaVox Systems LLC and Mayer-Johnson LLC.  DynaVox
provides speech generating devices and symbol-adapted special
education software to assist individuals in overcoming their
speech, language and learning challenges.

The Company reported a net loss of $6.7 million on $51.1 million
of net sales for the thirty-nine weeks ended March 29, 2013,
compared with a net loss of $13.3 million on $73.4 million of net
sales for the thirty-nine weeks ended March 30, 2012.

The Company's balance sheet at March 29, 2013, showed
$52.3 million in total assets, $37.2 million in total liabilities,
and stockholders' equity of $15.1 million.

The Company said in its quarterly report for the period ended
March 29, 2013, "We are in default under our credit agreement
and our lenders have the right to accelerate our obligations at
any time, which raises substantial doubt about our ability to
continue as a going concern."

                        Bankruptcy Warning

"In the event of an acceleration of our obligations and our
failure to pay the amount that would then become due, the holders
of the 2008 Credit Facility could seek to foreclose on our assets,
as a result of which we would likely need to seek protection under
the provisions of the U.S. Bankruptcy Code.


EMPIRE RESORTS: Option to Lease EPT Property Extended to July 30
----------------------------------------------------------------
The option agreement by and between Monticello Raceway Management,
Inc., a wholly-owned subsidiary of Empire Resorts, Inc., and EPT
Concord II, LLC, originally entered into on Dec. 21, 2011, was
further amended by a letter agreement between the Parties, dated
June 27, 2013.  Pursuant to the Option Agreement, EPT granted MRMI
a sole and exclusive option to lease certain EPT property located
in Sullivan County, New York, pursuant to the terms of a lease
negotiated between the parties.

Pursuant to the Letter Agreement, MRMI and EPT agreed to extend
the option exercise period and the final option exercise outside
date from June 30, 2013, to July 30, 2013.  Except for these
amendments, the Option Agreement remains unchanged and in full
force and effect.

Bryanston Settlement Agreement

Effective as of June 30, 2013, the Company, Kien Huat Realty III
Ltd., Colin Au Fook Yew and Joseph D'Amato consummated the closing
of a Settlement Agreement and Release with Stanley Stephen Tollman
and Bryanston Group, Inc.  Pursuant to the Settlement Agreement,
the Company Parties and the Bryanston Parties agreed to the
settlement of certain claims relating to shares of Series E
Preferred Stock of the Company held by the Bryanston Parties and
that certain Recapitalization Agreement, dated Dec. 10, 2002, by
and between, among others, the Bryanston Parties and a predecessor
to the Company, pursuant to which the Bryanston Parties acquired
the Preferred Stock.  On the Closing Date, the Recapitalization
Agreement terminated and ceased to have any further force and
effect as between the Bryanston Parties and the Company.

In consideration for the mutual release of all claims, Empire will
redeem, purchase and acquire the Preferred Stock from the
Bryanston Parties in accordance with certain timeline and payment
schedule and based upon the closing by the Company of third party
financing in an aggregate amount sufficient to enable the Company
to complete the construction of its planned casino, hotel and
racetrack at the EPT Property.

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

                        http://is.gd/FQ8PWO

                       About Empire Resorts

Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY)
-- http://www.empireresorts.com/-- owns and operates Monticello
Casino & Raceway, a video gaming machine and harness racing track
and casino located in Monticello, New York, 90 miles northwest of
New York City.

Empire Resorts reported a net loss applicable to common shares of
$2.26 million in 2012, as compared with a net loss applicable to
common shares of $1.57 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $52.58 million in total assets,
$28.14 million in total liabilities and $24.44 million in total
stockholders' equity.


EMPIRE TODAY: Poor Performance Prompts Moody's to Cut CFR to Caa1
-----------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Empire Today, LLC to Caa1 from B3 and its probability of
default rating to Caa1-PD from B3-PD. Moody's also downgraded the
rating of company's $150 million senior secured notes maturing in
February 2017 to Caa1 from B3. The outlook is stable.

Ratings Rationale:

The downgrade reflects Empire's weak operating performance which
has been below expectations and has resulted in margin erosion and
deterioration in credit metrics. The company's debt/EBITDA
deteriorated to 8.2 times for LTM period ending March 31, 2013
from 6.0 times at the end of fiscal 2012 while EBITA/interest
deteriorated to below 1.0 time. The downgrade also reflects the
deterioration in Empire's liquidity which despite being currently
adequate, has only a modest cushion for any shortfall in
profitability.

Empire's Caa1 corporate family rating reflects Empire's very small
scale, and its weak credit metrics. It also reflects the
discretionary nature of the company's products, as well as its
very high susceptibility to consumer confidence and macroeconomic
factors. Ratings also reflect risks related to the very high
turnover rate of Empire's independent sales force and its
liquidity profile which does not leave much leeway for any
operational missteps. Ratings are supported by the good position
Empire has established in the highly-fragmented floor covering
market, and in the shop-at-home segment of that market in
particular.

The following ratings are downgraded and point estimates updated:

- Corporate Family Rating at Caa1 from B3

- Probability of Default Rating at Caa1-PD from B3-PD

- $150 million senior secured notes rating at Caa1 (LGD4, 51%)
   from B3 (LGD3, 49%)

The stable outlook incorporates Moody's expectation of modest
improvement in profitability and credit metrics in the near to
medium term. The outlook also reflects Moody's view that the
company will maintain adequate liquidity and will not make debt
funded distributions.

Although unlikely in the near term, a ratings upgrade could be
triggered by sustained improvement in earnings while maintaining
adequate liquidity and conservative financial policies.
Specifically, an upgrade would require debt/EBITDA to be sustained
below 6.0 times and EBITA/interest sustained above 1.25 times.

The ratings could be downgraded if sales growth and operating
margins do not demonstrate meaningful improvement, financial
policies become more aggressive, or liquidity deteriorates.
Specifically, the ratings could be downgraded if debt/EBITDA and
EBITA/interest do not demonstrate a sustained improvement from
current levels.

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

Empire Today, LLC, headquartered in Northlake, IL, is a specialty
retailer of carpet, hard floor, and window treatments. The company
offers shop-at-home sales in forty of the largest metropolitan
markets in the U.S. Revenues were about $646 million for the last
twelve months ending March 31, 2013.


EXCEL MARITIME: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor-affiliates filing separate Chapter 11 petitions on July 1,
2013:

   Entity                                   Case No.
   ------                                   --------
Excel Maritime Carriers LLC                 13-23059
   777 Westchester Ave.
   Suite 101
   White Plains, NY 10604
Excel Maritime Carriers Ltd.                13-23060
Amanda Enterprises Limited                  13-23061
Barland Holdings Inc.                       13-23062
Candy Enterprises Inc.                      13-23063
Castalia Services Ltd.                      13-23064
Centel Shipping Company Limited             13-23065
Coal Gypsy Shipco LLC                       13-23066
Coal Hunter Shipco LLC                      13-23067
Coal Pride Shipco LLC                       13-23069
Fianna Navigation S.A.                      13-23070
Fountain Services Limited                   13-23071
Grain Express Shipco LLC                    13-23072
Grain Harvester Shipco LLC                  13-23073
Harvey Development Corp.                    13-23074
Ingram Limited                              13-23075
Iron Anne Shipco LLC                        13-23076
Iron Beauty Shipco LLC                      13-23077
Iron Bill Shipco LLC                        13-23078
Iron Bradyn Shipco LLC                      13-23079
Iron Brooke Shipco LLC                      13-23080
Iron Kalypso Shipco LLC                     13-23081
Iron Fuzeyya Shipco LLC                     13-23082
Iron Knight Shipco LLC                      13-23083
Iron Lindrew Shipco LLC                     13-23084
Iron Manolis Shipco LLC                     13-23085
Iron Miner Shipco LLC                       13-23086
Kirmar Shipco LLC                           13-23088
Iron Vassilis Shipco LLC                    13-23087
Liegh Jane Navigation S.A.                  13-23089
Lowlands Beilun Shipco LLC                  13-23090
Marias Trading Inc.                         13-23091
Minta Holdings S.A.                         13-23092
Odell International Ltd.                    13-23093
Ore Hansa Shipco LLC                        13-23094
Pascha Shipco LLC                           13-23095
Point Holdings Ltd.                         13-23097
Sandra Shipco LLC                           13-23098
Santa Barbara Shipco LLC                    13-23099
Snapper Marine Ltd.                         13-23100
Tanaka Services Ltd.                        13-23101

Debtor-affiliates filing separate Chapter 11 petitions on July 2,
2013:

   Entity                                   Case No.
   ------                                   --------
Teagan Shipholding S.A.                     13-23102
Thurman International Ltd.                  13-23103
Whitelaw Enterprises Co.                    13-23104
Yasmine International Inc.                  13-23105

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Debtors' Counsel: Jay M. Goffman, Esq.
                  SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                  Four Time Square
                  New York, NY 10036
                  Tel: (212) 735-3000
                  Fax : (212) 735-2000
                  E-mail: JGoffman@skadden.com

Debtors' Investment
Banker and
Financial
Advisor:          Miller Buckfire & Co. LLC

Debtors'
Financial
Advisor:          Global Maritime Partners Inc.

Estimated Assets: More than $1 billion

Estimated Liabilities: More than $1 billion

The petition was signed by Pavlos Kanellopoulos, authorized
person.

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

   Creditor                  Nature of Claim    Amount of Claim
   --------                  ---------------    ---------------
Deutsche Bank Trust          Convertible           $150,000,000
Company Americas             Notes
5022 Gate Parkway Suite 200
MS JCK01-0218
Jacksonville,FL 32256
Piero Cardich
Piero.Cardich@db.com
Tel: 212-250-5651
Fax: 212-797-8600

Cyprus Popular Bank          SWAP                    $3,950,740
Public Co.                   Counterparty
Ltd., Greek Branch
24 Kifissias Avenue
151 25 Marousi, Athens
Greece
Panagiotis Gavriilidis
pgavriilidis@marfinbank.gr
Tel: +30210-8170446
Fax: +30210-6896324

Eurobank EFG Private Bank    SWAP                    $2,291,146
Luxembourg SA                Counterparty
5 Rue Jean Monnet
L-2180 Luxembourg
George Korliras
g.korliras@eurobankefg.lu
Tel: +352-420724240
Fax: +352 420 724 653

Norwegian Claim/Iron         Bareboat Owners         $1,666,666
Man A.S.
Drammensveien 106,
Bergerhus
Oslo, Norway 0273
Per Olav Karlsen
pok@cleaves.no
Tel: +4721608800
Fax: +4721608801

Norwegian Claim/Linda        Bareboat Owners         $1,666,666
Leah A.S.
Drammensveien 106,
Bergerhus
Oslo, Norway 0273
Per Olav Karlsen
pok@cleaves.no
Tel: +4721608800
Fax: +4721608801

Norwegian Claim/Coal         Bareboat Owners         $1,666,666
Glory A.S.
Drammensveien 106,
Bergerhus
Oslo, Norway 0273
Per Olav Karlsen
pok@cleaves.no
Tel: +4721608800
Fax: +4721608801

The London Steam-Ship        Insurer                 $1,245,004
Owners' LSSO
50 Leman Street London
EI BHQ United
Kingdom
Steve Roberts
steve.roberts@londonpandi.com
Tel: 442077728000
Fax: 442077728060

North of England             Insurer                 $1,049,405
The Quayside
Newcastle upon Tyne
Newcastle
NE1 3DU United
Kingdom
Stephen Mills
stephen.mills@nepia.com
Tel: 441912325221
Fax: 441912610540

KRISTENSONSPETROLEUM INC     Bunkering Company         $979,382
21 East Front Street, Red
Bank, NJ 07701
Mr. Nick Fuca
Americas@kplbridgeoil.com
Tel: 1-732-219-7900
Fax: 1-732-219-7919

Total Lubrifiants S.A.       Supplier                  $888,374
Le Diamant B-16
Rue De La Republique,
La Defense Cedex
Paris, France 92922
Mathiew Rouquie
Mathiew.Rouquie@total.com
Tel: +33141358836
Fax: +33141353697

Caramanos National           Insurance Brokers         $669,741
Insurance Brokers
65, Akti Miaouli Str,
Piraeus, Greece 18536
Ms. Plousia Vergou
P.Vergou@nationalib.gr
Tel: +30 2104293900
Fax: +30 214533421

EVMAR MARINE SERVICES LTD    Insurance Brokers         $592,259
Akti Miaouli & 2 II
Merarchias Str
Ionion Building
Piraeus, Greece 18535
Maria Prevezanou
marine@evmar.gr
Tel: 302104284900
Fax: 302104284977

HELLENIC REPUBLIC,           Tax Office                $397,928
MINISTRY OF FINANCE
83, Akti Miaouli Str.
Piraeus, Greece 18532
Dressiou Panayota
Tel: +302132103811
Fax: +302132103831
grammteia@1948.syzefxis.gov.ir

Marine Industry MI S.A.      Supplier                  $337,971
8 Charilaou Tricoupi Str,
Piraeus, Greece 18536
Yiannis Zannaras
spares@micltd.eu
Tel: +302104526912
Fax: +304285900

OCEAN ENERGY LTD             Bunkering Company         $295,482
Trust House, 112
Bonadie Street
Kingstown, Saint
Vincent
Mr. Remy Angot
bunkering@socometbunkering.com
Tel: +33142654195
Fax: +33142657047

U.K. P+I CLUB                Insurer                   $288,941
90, Fenchurch Str,
London, United
Kingdom EC3M 4ST
Paul Collier
paul.collier@thomasmiller.com
Tel: 442072834646
Fax: 442076219761

TRANS IT APS                 Travelling and            $197,662
mains@transit-dk.com         Forwarding

O.W.BUNKER MAKTA LTD.        Bunkering Company         $174,427
Piraeus@owbunker.com

MAN DIESEL & TURBO           Supplier                  $143,536
(Brach of SE)
primeserv.cph@dk.manbw.com
jens.Mygind@man.eu

ISS MACHINERY SERVICES       Supplier                  $130,925
Miyoshi.takao@iss-shipping.com

COSCO (ZhouShan)             Repairer                  $122,822
SHIPYARD CO, LTD
baominqiang@coscoshipyard.com

INTERNATIONAL PAINTS         Supplier                  $119,400
Ip.hellas@internationalpaints.com

IMC CO LTD                   Supplier                   $92,336
(ex I.H.I MARINE CO LTD)
niina@imc.ihi.co.jp
ajisaka@imc.ihi.co.jp

LEGERO INTERNATIONAL         Travelling and             $78,432
(HOLLAND) B.V.               Forwarding
Gerrie.plune@simbolo.com
Robert.plune@simbolo.com

I.S.T MARINE &               Supplier                   $77,116
OFFSHORE SUPPLIES
PTE LTD
Robert.plune@simbolo.com

DIAPLOUS MARITIME            Various Account            $75,650
SERVICES
contact@diaplous-ms.com

FUJI TRADING CO., LTD.       Supplier                   $72,072
mach-1@fujitrading.co.jp,
fukaday@fujitrading.co.jp

MES TECHNOSERVICE CO LTD     Supplier                   $66,460
koshin@mes.co.jp

RICHSHORE MARINE             Supplier                   $60,437
SUPPLIES LTD
charleslim@richshore.com

WILHELMSEN                   Supplier                   $59,683
(BARWILL UNITOR)
SHIPS SERVICE
Lefteris.athanassiou@wilhelmsen.com


EXCEL MARITIME: Junior Lenders Already Opposing Plan
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the reorganization of Excel Maritime Carriers Ltd.
won't be a walk in the park, judging from court papers filed by
junior creditors less than day after the July 1 Chapter 11 filing
in White Plains, New York.  An ad hoc group among holders of the
$150 million in 1.875 percent convertible senior notes filed
papers July 2 calling the plan "inappropriate and unconfirmable."

Among other things, they object to how current owner Gabriel
Panayotides would have the exclusive right to "buy back" the
company while giving a "nominal distribution" to unsecured
creditors.  The convertible noteholders point an accusing finger
at the plan for allowing Mr. Panayotides to pay for control partly
by using $20 million in an escrow fund they contend actually
belongs to Excel already.  The noteholders also disagree with
terms of the agreement allowing Excel to use cash.

The report notes that Robertson Maritime Investors LLC, a 29
percent owner with Excel in a joint venture called Christine
Shipco LLC, filed papers objecting to use of the Christine's
excess cash flow for payment to unsecured creditors.  Robertson
argues that Excel has no proper claim to ownership in Christine,
which is prohibited from paying dividends to Excel.

The operator of 38 dry-bulk vessels began bankruptcy after signing
an agreement where secured lenders owed $771 million would support
a reorganization plan filed alongside the Chapter 11 petition.

The report discloses that the proposed plan would give the senior
lenders a new $771 million lien when Excel emerges from
bankruptcy.  Mr. Panayotides would have control of the board
initially and what amounts to an option to buy 75 percent of the
stock of the reorganized company.  Excel claims the company's
enterprise value ranges from $575 million to $625 million, with a
midpoint of $600 million.  Using the midpoint as value, the plan
would give the senior lenders a recovery of 77 percent.

             Disputes Christine Shipco Ownership Claim

Excel Maritime received a notice from Robertson Maritime Investors
LLC, the owner of the 28.6 percent of Christine Shipco LLC not
owned by the Company, relating to the Company's and Robertson's
respective equity interest in Christine Shipco.  The notice sent
by Robertson alleges, among other things, that the intra-group
transfer of the Company's interest in Christine Shipco from Bird
Acquisition Co. to the Company as a result of the Company's
internal reorganization in 2012 was in violation of Robertson's
right of first refusal in the Limited Liability Company Agreement
that governs Christine Shipco and that therefore, the Company did
not acquire title to Christine Shipco.  Robertson alleges that the
Company's equity interest in Christine Shipco is held in
constructive trust for Robertson and also claims damages.

Robertson has also asserted that upon a Chapter 11 filing,
pursuant to the Marshall Islands Limited Liability Company Act of
1996, the Company's interest in Christine Shipco will terminate.
The Company intends to vigorously dispute, and has taken steps to
address, these allegations.

                  Class A Stock Delisted From NYSE

The New York Stock Exchange LLC notified the U.S. Securities and
Exchange Commission on Form 25 regarding the removal from listing
or registration of Excel Maritime Carriers Ltd.'s Class A common
shares under the NYSE.

                             Q1 Results

Excel Maritime reported a net loss attributable to the Company of
US$12.03 million on US$47.75 million of revenues for the three
months ended March 31, 2013, as compared with a net loss
attributable to the Company of US$36.58 million on US$65.03
million of revenues for the three months ended March 31, 2012.

As of March 31, 2013, Excel Maritime had US$1.15 billion in total
assets, US$1.10 billion in total liabilities and US$54.33 million
in total stockholders' equity.

A copy of the Report is available at http://is.gd/hAToQ1

                        About Excel Maritime

Based in Athens, Greece, Excel Maritime Carriers Ltd. --
http://www.excelmaritime.com/-- is an owner and operator of dry
bulk carriers and a provider of worldwide seaborne transportation
services for dry bulk cargoes, such as iron ore, coal and grains,
as well as bauxite, fertilizers and steel products.  Excel owns a
fleet of 40 vessels and, together with 7 Panamax vessels under
bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax,
21 Panamax, 2 Supramax and 5 Handymax vessels) with a total
carrying capacity of approximately 3.9 million DWT.  Excel Class A
common shares have been listed since Sept. 15, 2005, on the New
York Stock Exchange (NYSE) under the symbol EXM and, prior to that
date, were listed on the American Stock Exchange (AMEX) since
1998.

Excel Maritime filed a Chapter 11 petition (Bankr. S.D.N.Y. Case
No. 13-23060) on July 1, 2013, in New York after signing an
agreement where secured lenders owed $771 million support a
reorganization plan filed alongside the petition.  The company
blamed financial problems on low charter rates.

The balance sheet for December 2011 had assets of $2.72 billion
and liabilities totaling $1.16 billion.  Excel owes $771 million
to secured lenders with liens on almost all assets.  There is $150
million owing on 1.875 percent unsecured convertible notes.

The company had a $211.6 million net loss on revenue of
$356.9 million in 2011.


EXHIBITORS CARPET: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Exhibitors Carpet Service, LLC
          fka ECS Aquisitions, LLC.
        6112 W. 73rd Street
        Bedford Park, IL 60638

Bankruptcy Case No.: 13-26550

Chapter 11 Petition Date: June 28, 2013

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

Judge: Jacqueline P. Cox

Debtor's Counsel: Robert R. Benjamin, Esq.
                  Barbara L. Yong, Esq.
                  GOLAN & CHRISTIE, LLP
                  70 West Madison Street, Suite 1500
                  Chicago, IL 60602
                  Tel: (312) 263-2300
                  Fax: (312) 263-0939
                  E-mail: rrbenjamin@golanchristie.com
                          blyong@golanchristie.com

Scheduled Assets: $529,333

Scheduled Liabilities: $5,760,392

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ilnb13-26550.pdf

The petition was signed by Thomas Gilmore, member.


EXIDE TECHNOLOGIES: Texas Enviro. Regulator Balks at Cash Plan
--------------------------------------------------------------
Yogita Patel writing for Dow Jones' DBR Small Cap reports that
regulators in Texas are looking for assurance that battery maker
Exide Technologies Inc. won't be able to skirt environmental
liabilities in the state through its bankruptcy case.

                     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.


FAIRWEST ENERGY: Alberta Court Extends CCAA Stay Until July 16
--------------------------------------------------------------
FairWest Energy Corporation on July 4 disclosed that an Order was
obtained on July 3, 2013 from the Court of Queen's Bench of
Alberta extending the stay of proceedings granted to FairWest
under the Companies' Creditors Arrangement Act ("CCAA") to
July 16, 2013.

The July 3 Order also provides for an extension of the maturity
date under the debtor-in-possession financing facility with
Supreme Group Inc. to July 16, 2013.  The maximum amount available
under the debtor-in-possession financing facility remains
unchanged at $1,765,000.

                      About FairWest Energy

FairWest is a Calgary, Alberta based junior oil and gas company
engaged in the acquisition, exploration, development and
production of crude oil, natural gas and natural gas liquids in
the provinces of Alberta and Saskatchewan.

FairWest an Initial Order on Dec. 12, 2012 from the Court of
Queen's Bench of Alberta granting relief to FairWest under the
Companies' Creditors Arrangement Act ("CCAA") and appointing
PricewaterhouseCoopers Inc. as the monitor.


FIRST CONNECTICUT: Hires Stichter Riedel as Special Counsel
-----------------------------------------------------------
First Connecticut Holding Group, L.L.C., asks the U.S. Bankruptcy
Court for permission to employ Stichter Riedel Blaim & Prosser
P.A. as special litigation counsel.

The Debtor said local counsel in the State of Florida is required
to defend a motion which was filed to transfer venue from New
Jersey to Florida.  Stichter Riedel is a local counsel in Florida
and has expertise in handling these types of cases.

The Debtor said the firm is asking for $2,500 and will bill at its
professional hourly rates at $350 per hour for partners and $175
per hour for associates.

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

                  About First Connecticut Holding

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

Counsel for the Debtor can be reached at:

         Donald W. Clarke
         WASSERMAN, JURISTA & STOLZ, P.C.
         225 Millburn Avenue - Suite 207
         P.O. Box 1029
         Millburn, New Jersey 07041
         Tel: (973) 467-2700
         Fax: (973) 467-8126


FOREVERGREEN WORLDWIDE: Lowers Loss to $790,000 in Amended 10-K
---------------------------------------------------------------
Forevergreen Worldwide Corporation has amended its annual report
on Form 10-K for the fiscal year ended Dec. 31, 2012.

During the preparation of the Company's unaudited financial
statements for the quarterly period ended March 31, 2013, the
Company determined that it had understated revenue for the fiscal
year ended Dec. 31, 2012.  As a result, the Company overstated net
loss by $94,659 for the year ended Dec. 31, 2012.  Revenues
increased by $94,659, accounts receivable increased by $143,064,
and prepaid expenses decreased by $48,405.

Evergreen's restated statements of operations reflect a net loss
of $790,199 on $12.57 million of net revenues for the year ended
Dec. 31, 2012, as compared with a net loss of $884,858 on $12.48
million of net revenues as reported.

The Company's restated balance sheet at Dec. 31, 2012, showed
$1.48 million in total assets, $5.91 million in total liabilities
and a $4.42 million total stockholders' deficit.  The Company
previously disclosed $1.39 million in total assets, $5.90 million
in total liabilities, and a $4.51 million total stockholders'
deficit.

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

                        http://is.gd/f5MkFB

                    About ForeverGreen Worldwide

Orem, Utah-based ForeverGreen Worldwide Corporation is a holding
company that operates through its wholly owned subsidiary,
ForeverGreen International, LLC.  The Company's product philosophy
is to develop, manufacture and market the best of science and
nature through innovative formulations as it produces and
manufactures a wide array of whole foods, nutritional supplements,
personal care products and essential oils.

Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has suffered accumulated net
losses of $35,458,353 and has had negative cash flows from
operating activities during the year ended Dec. 31, 2012, of
$8,860.  These matters raise substantial doubt about the Company's
ability to continue as a going concern.


GAJ HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: GAJ Hospitality, LLC
        1984 Airline Drive
        Bossier City, LA 71112

Bankruptcy Case No.: 13-11590

Chapter 11 Petition Date: June 28, 2013

Court: United States Bankruptcy Court
       Western District of Louisiana (Shreveport)

Judge: Stephen V. Callaway

Debtor's Counsel: Ralph Scott Bowie, Jr., Esq.
                  DAYE, BOWIE & BERESKO, APLC
                  400 Travis, Suite 700
                  Shreveport, LA 71101
                  Tel: (318) 221-0600
                  Fax: (318) 221-8158
                  E-mail: rsbowie@bellsouth.net

Scheduled Assets: $3,578,882

Scheduled Liabilities: $5,897,520

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/lawb13-11590.pdf

The petition was signed by Jagtar Otal.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Akaal Lodging, LLC                     13-30170   03/13/13
Baba Lodging, LLC                      13-10493   02/28/13
DJ Hospitality, LLC                    13-11383   03/07/13
GR Lodging, LLC                        13-60033   03/15/13
GS Hospitality, LLC                    13-10493   02/28/13
JDS Hospitality, LLC                   13-30170   03/13/13
Satnam Lodging, LLC                    13-40100   01/10/13


GMX RESOURCES: Seeks Exclusive Plan Filing Extension Thru Oct. 28
-----------------------------------------------------------------
GMX Resources, Inc., et al., seek a 90-day extension of the
exclusive periods by which it must file a plan of reorganization
through Oct. 18, 2013, and solicit acceptances for that plan
through Dec. 30, 2013.

The Debtors' exclusive plan filing period is currently set to
expire on July 30, 2013.

The Debtors inform the Bankruptcy Court that they have made good
progress in negotiating with creditors.  They however specify that
they need additional time to resolve certain contingencies before
they can finalize any viable plan.

In particular, the Debtors are set to have an auction for the sale
of substantially all of their assets in late August, with a
hearing to approve such sale scheduled for Sept. 10, 2013.

"The result of the auction process and sale hearing will have a
large impact on the formulation of the Debtors' plan and
disclosure statement and will result in information that should
and will be disclosed to creditors as part of the plan
solicitation process," according to William H. Hoch, Esq., --
will.hoch@crowedunlevy.com -- of Crowe & Dunlevy, P.C., the
Debtors' local counsel.

Regan S. Beatty, Esq. -- regan.beatty@crowedunlevy.com ;
Christopher M. Staine, Esq. -- christopher.staine@crowedunlevy.com
and Andre B. Caldwell, Esq. -- andre.caldwell@crowedunlevy.com --
of Crowe & Dunlevy, in Oklahoma, also serve as special counsel and
conflicts counsel to the Debtors.

David A. Zdunkewixz, Esq. -- dzdunkewicz@andrewskurth.com ;
Timothy A. Davidson II, Esq. -- taddavidson@andrewskurth.com ; and
Joseph Rovira, Esq. -- josephrovira@andreskurth.com -- of Andrews
Kurth LLP in Houston, Texas, serve as attorneys to the Debtors.

                     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: Brian Burr Removed as Member of Creditors' Panel
---------------------------------------------------------------
Judge Sarah A. Hall granted the removal of Brian Burr, but denied
the removal of American Stock Transfer & Trust Company LLC, from
the unsecured creditors panel of GMX Resources, Inc., et al., for
reasons stated on the record at a June 25, 2013 hearing.

"The removal determination by the Court is based solely on Brian
Burr's status as a holder of 9.25% Series B Cumulative Preferred
Stock and not as a result of any malfeasance or misfeasance on the
part of Brian Burr.  Because Brian Burr is an equity holder and
does not hold an unsecured claim in these jointly administered
cases [of the Debtors], he cannot serve on the Official Committee
of Unsecured Creditors," Judge Hall explained.

The Creditors Committee is represented by:

           HALL, ESTILL, HARDWICk, GABLE, GOLDEN & NELSON, PC
           Bonnie N. Hackler, Esq.
           Steven W. Soule, Esq.
           320 South Boston Avenue, Ste. 200
           Tulsa, Oklahoma 74103
           Tel No: (918) 594-0400
           Fax No: (918) 594-0505
           Email: bhackler@hallestill.com

                - and -

           HALL, ESTILL, HARDWICk, GABLE, GOLDEN & NELSON, PC
           Larry G. Ball, Esq.
           Jennifer Heald Castillo, Esq.
           100 North Broadway, Ste. 2900
           Oklahoma City, OK 73102
           Tel No: (405) 553-2854
           Fax No: (405) 553-2855
           Email: lball@hallestill.com

                - and -

           LOOPER REED & McGRAW, PC
           Jason S. Brookner, Esq.
           Michael Bishop, Esq.
           Lydia R. Webb, Esq.
           1601 Elm Street, Ste. 4600
           Dallas, TX 75201
           Tel No: (214) 954-4135
           Fax No: (214) 953-1332
           Email: jbrookner@lrmlaw.com

Brian Burr is represented by:

           TOMLINS & PETERS, PLLC
           Neal Tomlins, Esq.
           Southern Hills Tower Suite 175
           2431 East 61st St.
           Tulsa, OK 74136
           Tel No: (918) 949-4411
           Email: Neal@tplawtulsa.com

                - and -

           BUCK KEENAN, LLP
           E.F. Mano DeAyala, Esq.
           700 Louisiana, Ste. 5100
           Houston, TC 77002
           Tel No: (713) 225-4500
           Email: deayala@buckkeenan.com

                     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.

William H. Hoch, Esq., Regan S. Beatty, Esq., Christopher M.
Staine, Esq., and Andre B. Caldwell, Esq. of Crowe & Dunlevy, in
Oklahoma, act as special counsel and conflicts counsel to the
Debtors.

David A. Zdunkewixz, Esq., Timothy A. Davidson II, Esq., and
Joseph Rovira, Esq., of Andrews Kurth LLP in Houston, Texas, are
the Debtors' attorneys.

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


GOLDEN PARK: Updated Case Summary & Creditors' Lists
----------------------------------------------------
Lead Debtor: Golden Park Business Center II, LLC
             4889 Golden Parkway, Suite 120
             Buford, GA 30518

Bankruptcy Case No.: 13-64251

Chapter 11 Petition Date: June 28, 2013

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

Debtors' Counsel: Michael D. Robl, Esq.
                  THE SPEARS & ROBL LAW FIRM, LLC
                  104 Cambridge Avenue
                  Decatur, GA 30030
                  Tel: (404) 373-5153
                  E-mail: mdrobl@tsrlaw.com

Scheduled Assets: $1,425,558

Scheduled Liabilities: $2,973,100

Affiliates that simultaneously filed separate Chapter 11
petitions:

   Debtor                              Case No.
   ------                              --------
Golden Park Pavilion, LLC              13-64253
  Assets: $2,338,558
  Debts: $2,456,060

The petitions were signed by William P. Aiken.

A. A copy of Golden Park Business Center's list of its 15 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/ganb13-64251.pdf

B. A copy of Golden Park Pavilion's list of its 20 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/ganb13-64253.pdf


HAMPTON ROADS: Pledged 42.3 Million Shares to Butterfield
---------------------------------------------------------
Carlyle Financial Services BU, L.P., and Carlyle Harbor entered
into a guarantee and pledge agreement with The Bank of N.T.
Butterfield & Son Limited, in connection with a $95 million term
loan credit facility letter entered into by CGFSP Margin Loan L.P.
and Butterfield.

As security for CGFSP's obligations under the Term Loan, including
the maintenance of certain collateral ratios based on the market
values of the pledged shares relative to the amount outstanding on
the Term Loan, Carlyle Harbor has pledged 42,398,583 shares of
Common Stock of Hampton Roads Bankshares, Inc.  All voting rights
and rights to receive dividends or distributions with respect to
the Pledged Shares will remain with Carlyle Harbor unless an event
of default under the Term Loan has occurred and is continuing.

A copy of the Guaranty and Pledge Agreement is available at:

                       http://is.gd/2TwOYg

                  About Hampton Roads Bankshares

Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) --
http://www.hamptonroadsbanksharesinc.com/-- is a bank holding
company that was formed in 2001 and is headquartered in Norfolk,
Virginia.  The Company's primary subsidiaries are Bank of Hampton
Roads, which opened for business in 1987, and Shore Bank, which
opened in 1961.  Currently, Bank of Hampton Roads operates twenty-
eight banking offices in the Hampton Roads region of southeastern
Virginia and twenty-four offices in Virginia and North Carolina
doing business as Gateway Bank & Trust Co.  Shore Bank serves the
Eastern Shore of Maryland and Virginia through eight banking
offices and 15 ATMs.

Effective June 17, 2010, the Company and its banking subsidiary,
Bank of Hampton Roads ("BOHR"), entered into a written agreement
with the Federal Reserve Bank of Richmond and the Bureau of
Financial Institutions of the Virginia State Corporation
Commission.  The Company's other banking subsidiary, Shore Bank,
is not a party to the Written Agreement.

Under the terms of the Written Agreement, among other things, BOHR
agreed to develop and submit for approval plans to (a) strengthen
board oversight of management and BOHR's operations, (b)
strengthen credit risk management policies, (c) improve BOHR's
position with respect to loans, relationships, or other assets in
excess of $2.5 million which are now, or may in the future become,
past due more than 90 days, are on BOHR's problem loan list, or
adversely classified in any report of examination of BOHR, (d)
review and revise, as appropriate, current policy and maintain
sound processes for determining, documenting, and recording an
adequate allowance for loan and lease losses, (e) improve
management of BOHR's liquidity position and funds management
policies, (f) provide contingency planning that accounts for
adverse scenarios and identifies and quantifies available sources
of liquidity for each scenario, (g) reduce the Bank's reliance on
brokered deposits, and (h) improve BOHR's earnings and overall
condition.

The Company reported a net loss of $98 million in 2011, compared
with a net loss of $210.35 million in 2010.  The Company's balance
sheet at March 31, 2013, showed $2.03 billion in total assets,
$1.84 billion in total liabilities and $185.36 million in total
shareholders' equity.


HEARTLAND MEMORIAL: Malpractice Claims vs. DLA Piper Dismissed
--------------------------------------------------------------
District Judge Resa L. Springmann dismissed, without prejudice,
Counts V and VI of the second amended version of the complaint
captioned as, DAVID ABRAMS, not individually but solely as the
Liquidating Trustee and court-appointed manager of Heartland
Memorial Hospital, LLC, and HEARTLAND MEMORIAL HOSPITAL, LLC, the
Debtor, Plaintiffs, v. DLA PIPER (US) LLP, Defendant, CAUSE NO.
2:12-CV-19-TLS (N.D. Ind.).

Counts V and VI essentially alleges legal malpractice and breach
of fiduciary duty against DLA Piper in connection with a 2006
leveraged buyout transaction involving the Debtor.

A copy of Judge Springmann's June 12, 2013 Opinion and Order is
available at http://is.gd/ULw3zIfrom Leagle.com.

Mr. David Abrams is represented by Elizabeth E Richert, Esq. --
erichert@colemanlawfirm.com -- and Eugene J Schiltz, Esq. --
eschiltz@colemanlawfirm.com -- of Coleman Law Firm; and Mark E
Leipold, Esq. -- mleipold@gouldratner.com -- of Gould & Ratner
LLP.

DLA Piper is represented by Martin J O'Hara, Esq. --
mohara@muchshelist.com -- of Much Shelist PC.

Heartland Memorial Hospital LLC is represented by Elizabeth E
Richert, Esq., of Coleman Law Firm.

                About Heartland Memorial Hospital

In January 2007, creditors filed an involuntary Chapter 7
bankruptcy petition against Heartland Memorial Hospital, LLC.  On
March 2, 2007, the bankruptcy court granted relief against the
Debtor and converted the case to Chapter 11.  On Nov. 19, 2008,
the bankruptcy court confirmed the Debtor's liquidating plan of
reorganization and appointed David Abrams, as liquidating trustee.


HERCULES OFFSHORE: Selling $400 Million Senior Notes at Par
-----------------------------------------------------------
Hercules Offshore, Inc., has priced a private placement of
$400,000,000 aggregate principal amount of senior notes due 2021,
which will bear interest at a rate of 8.750 percent per annum.
The notes are being sold at par.  Hercules Offshore expects to use
the net proceeds from this offering, together with cash on hand
(including the proceeds of approximately $104 million it expects
to receive from the sales of its inland barge rigs, domestic
liftboats and related assets), to fund its acquisition of shares
of Discovery Offshore S.A. and the final payment of $333.9 million
due for Discovery Triumph and Discovery Resilience.

On June 28, 2013, the Company entered into a purchase agreement
with Deutsche Bank Securities Inc., UBS Securities LLC, Credit
Suisse Securities (USA) LLC, Goldman, Sachs & Co. and Pareto
Securities AS, as representatives of the initial purchasers,
relating to the sale of the Notes.

Acquisition of Discovery Shares

On June 27, 2013, Hercules Discovery Ltd., a wholly owned
subsidiary of the Company, purchased 33,797,223 shares of
Discovery at a price of NOK 15.00 per share.  Discovery is a
development stage company whose purpose is to own, either directly
or indirectly through its subsidiaries, new ultra-high
specification jackup drilling rigs.  These share purchases
increased the Company's total investment in Discovery to more than
50 percent of Discovery's outstanding shares.  As previously
disclosed by the Company, in accordance with the Norwegian
Securities Trading Act, chapter 64, the Company will make a
mandatory cash tender offer for all remaining outstanding shares
of Discovery.  The Company expects to finance the purchase of the
remaining outstanding shares of Discovery using the net proceeds
from the private placement of Notes.

                      About Hercules Offshore

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

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

                           *     *     *

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

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


HERON LAKE: Incurs $998,000 Net Loss in First Quarter
-----------------------------------------------------
Heron Lake Bioenergy, LLC, filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss attributable to the Company of $998,139 on $35.49
million of revenues for the three months ended April 30, 2013, as
compared with a net loss attributable to the Company of $1.35
million on $41.18 million of revenues for the three months ended
April 30, 2012.

As of April 30, 2013, the Company had $59.78 million in total
assets, $44.05 million in total liabilities and $15.72 million in
total members' equity.

"The Company has previously disclosed lower working capital than
desired and operating losses related to difficult market
conditions and operating performance.  The Company has instances
of unwaived debt covenant violations at April 30, 2013.  These
conditions contributed to the long-term debt with AgStar being
classified as current at April 30, 2013 as well as working capital
becoming negative.  These factors and the continued volatility in
commodity prices raise substantial doubt about the Company's
ability to continue as a going concern."

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

                        http://is.gd/WmLHVV

                         About Heron Lake

Heron Lake BioEnergy, LLC, operated a dry mill, coal fired ethanol
plant in Heron Lake, Minnesota.  After completing a conversion in
November 2011, the Company is now a natural gas fired ethanol
plant.  Its subsidiary, HLBE Pipeline Company, LLC, owns 73
percent of Agrinatural Gas, LLC, the pipeline company formed to
construct, own, and operate a natural gas pipeline that provides
natural gas to the Company's ethanol production facility through a
connection with the natural gas pipeline facilities of Northern
Border Pipeline Company in Cottonwood County, Minnesota.  Its
subsidiary, Lakefield Farmers Elevator, LLC, has grain facilities
at Lakefield and Wilder, Minnesota.  At nameplate, the Company's
ethanol plant has the capacity to process approximately 18.0
million bushels of corn each year, producing approximately 50
million gallons per year of fuel-grade ethanol and approximately
160,000 tons of distillers' grains with soluble.

In its report on the Company's financial statements for the fiscal
year ended Oct. 31, 2012, Boulay, Heutmaker, Zibell & Co.
P.L.L.P., in Minneapolis, Minnesota, expressed substantial doubt
about Heron Lake BioEnergy's ability to continue as a going
concern.  The independent auditors noted that the Company has
incurred losses due to difficult market conditions and the
impairment of long-lived assets.  "The Company is out of
compliance with its master loan agreement and is operating under a
forbearance agreement whereby the Company agreed to sell
substantially all of its assets."

The Company reported a net loss of $32.35 million for the year
ended Oct. 31, 2012, as compared with net income of $543,017 for
the year ended Oct. 31, 2011.

                         Bankruptcy Warning

At Jan. 31, 2013, the Company's total indebtedness to AgStar was
approximately $41.1 million.  All of the Company's assets and real
property are subject to security interests and mortgages in favor
of AgStar as security for the obligations of the master loan
agreement.  The Company's failure to pay any required installment
of principal or interest or any other amounts payable under the
Company's Term Loan or Term Revolving Loan or the Company's
failure to perform or observe any covenant under the Sixth Amended
and Restated Master Loan Agreement would result in an event of
default, entitling AgStar to accelerate and declare due all
amounts outstanding under the Company's Term Loan and its Term
Revolving Loan.

"Upon the occurrence of any one or more Events of Default, as
defined under the Sixth Amended and Restated Forbearance
Agreement, including failure to observe any of the financial or
affirmative covenants..., AgStar may accelerate all of our
indebtedness and may seize the assets that secure our
indebtedness, causing us to lose control of our business.  We may
also be forced to sell our assets, restructure our indebtedness,
submit to foreclosure proceedings, cease operations or seek
bankruptcy or reorganization protection."


INDEPENDENCE TAX IV: Incurs $967K Net Loss in Fiscal 2013
---------------------------------------------------------
Independence Tax Credit Plus L.P. IV filed on July 1, 2013, its
annual report on Form 10-K for the fiscal year ended March 31,
2013.

At March 31, 2013, the Partnership's liabilities exceeded assets
by $18,880,008 and for the year ended March 31, 2013, the
Partnership had a net loss of $967,365, including gain on sale of
properties of $5,390,970.  "These factors raise substantial doubt
about the Partnership's ability to continue as a going concern."

The Partnership reported a net loss of $967,365 on $4.2 million of
revenues in fiscal 2013, compared with net income of $970,124 on
$4.1 million of revenues in fiscal 2012.

The Company's balance sheet at March 31, 2013, showed $8.9 million
in total assets, $27.8 million in total liabilities, and a
partners' deficit of $18.9 million.

A copy of the Form 10-K is available at http://is.gd/g5E178

New York-based Independence Tax Credit Plus L.P. IV is a limited
partnership which was formed under the laws of the State of
Delaware on Feb, 22, 1995.

On July 6, 1995, the Partnership commenced a public offering of
Beneficial Assignment Certificates representing assignments of
limited partnership interests in the Partnership.  The Partnership
received $45,844,000 of gross proceeds from the Offering from
2,759 investors.  The Offering was terminated on May 22, 1996.

The Partnership's initial business was to invest in other
partnerships owning leveraged apartment complexes that are
eligible for the low-income housing tax credit enacted in the Tax
Reform Act of 1986, some of which may also be eligible for the
historic rehabilitation tax credit.

The Partnership is currently in the process of developing a plan
to dispose of all of its investments.  It is anticipated that this
process will take a number of years.


INNOVATIVE COMMS: Withdrawal of Reference Denied for Raynor Suit
----------------------------------------------------------------
Chief District Judge Curtis V. Gomez denied, without prejudice,
the defendant's motion to withdraw the reference of the adversary
proceeding captioned as, JAMES P. CARROLL, LIQUIDATION TRUSTEE OF
THE LIQUIDATION TRUST FOR THE BANKRUPTCY ESTATES OF INNOVATIVE
COMMUNICATION COMPANY, LLC, EMERGING COMMUNICATIONS, INC., AND
INNOVATIVE COMMUNICATION CORPORATION, Plaintiffs, v. JOHN P.
RAYNOR, Defendant, ADV. NO. 3:09-03012, CIVIL NO. 2012-70 (Virgin
Islands).

The adversary complaint seeks to recover prepetition fraudulent
transfers and preferential transfers from John R. Raynor.

In a June 12, 2013 Memorandum Opinion and Order available at
http://is.gd/lsCA6Ufrom Leagle.com, the district judge said the
reference will not be withdrawn until such time as the bankruptcy
judge determines the matter is trial ready.

Benjamin A. Currence, Esq., at the Law Offices of Benjamin A.
Currence, acts as counsel to James P. Carroll, Liquidation
Trustee.

John P. Raynor, Esq., is a member of the law firm Raynor, Rensch &
Pfeiffer.

             About Prosser & Innovative Communication

Headquartered in St. Thomas, Virgin Islands, Innovative
Communication Company, LLC -- http://www.iccvi.com/-- and
Emerging Communications, Inc., are diversified telecommunications
and media companies operating mainly in the U.S. Virgin Islands.
Jeffrey J. Prosser owns Emerging Communications and Innovative
Communications.  Innovative and Emerging filed for Chapter 11
protection on July 31, 2006 (D.V.I. Case Nos. 06-30007 and
06-30008).  When the Debtors filed for protection from their
creditors, they estimated assets and debts of more than
$100 million.

Mr. Prosser also filed for chapter 11 protection on July 31, 2006
(D.V.I. Case No. 06-10006).  According to The (Virgin Islands)
Source, he was fired in October 2007 for failing to make payments
into the company pension funds.

Greenlight Capital Qualified, L.P., Greenlight Capital, L.P., and
Greenlight Capital Offshore, Ltd. -- which holds an $18,780,614
claim against Mr. Prosser -- had filed an involuntary chapter 11
against Innovative Communication, Emerging Communications, and Mr.
Prosser on Feb. 10, 2006 (Bankr. D. Del. Case Nos. 06-10133,
06-10134, and 06-10135).  Mr. Prosser argued that the Greenlight
entities, the former shareholders of Innovative Communications,
and Rural Telephone Finance Cooperative, Mr. Prosser's lender,
conspired to take down his companies into bankruptcy and collect
millions in claims.

The U.S. District Court of the Virgin Islands, Bankruptcy
Division, approved the U.S. Trustee for Region 21's appointment of
Stan Springel of Alvarez & Marsal as Chapter 11 Trustee of
Innovative and Emerging Communications.  Joseph Steinfeld, Jr.,
Esq., of Ask Financial, LLP, act as counsel to the Chapter 11
Trustee.


INOVA TECHNOLOGY: $42 Million Backlogs of Awarded Contracts
-----------------------------------------------------------
Inova Technology, through its wholly owned subsidiary, Desert
Communications, has a current backlog of awarded contracts worth
$42 million.

Inova CEO, Adam Radly, said "The Company's contract backlog is
very healthy and gives us and our stakeholders a lot of visibility
into our future revenue.

The majority of the contracts are for network solutions projects
for school districts in the Texas area and involve funding from
the federal Erate program.  The sequence of events for Erate
projects is as follows:

   * School districts request bids on a scope of work for specific
     projects

   * Companies like Desert Communications submit proposals
  
   * School Districts award the contract to winning bidder (all of
     the contracts referenced above have at least reached this
     level)

   * School districts attach the winning bid to the scope of work
     for the project and submit it to Erate for funding approval.

   * School districts receives funding

   * School districts and Desert schedule project implementation

   * Desert completes project.

Approximately $12 million of the contracts have already been
approved for funding and are in the process of being implemented
or are scheduled to commence implementation.  The remainder have
been submitted for funding approval.  All Erate projects move
through the sequence outlined and each project is at a different
stage.

Investors and other interested parties should be aware that:

   * The sales cycle can range from 18 months to 36 months (or
     more)

   * Although Desert has been winning those contracts consistently
     for more than 10 years, there is no guarantee that Desert
     will continue to win those contracts in the future.

   * Some projects may not be approved for funding for many
     reasons.

The awarded contracts include more than 100 projects for more than
20 school districts.  Projects range in size from as little as
$10,000 to more than $5 million.  Some small projects may be
completed within one to two weeks while other larger projects may
be implemented over multiple months or years.  As a result of this
variability the Company plans to continue to announce the
commencement and completion of major projects.

Mr. Radly also said, "Now we have to start preparing for the next
Erate selling season later this year.  We are currently
considering various expansion options that include targeting new
regions both in and outside of Texas.  We're also looking to
diversify our revenue.  We're in the process of assessing various
opportunities involving the development of new proprietary
solutions for schools.  I look forward to providing more
information about them soon."

                     About Inova Technology

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

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

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


JUST COMPUTERS: App. Ct. Reverses Dismissal of Cade Claims
----------------------------------------------------------
In the appellate case captioned as, JOHN CADE, Appellant, v. JACK
L. STONE, INDIVIDUALLY AND D/B/A JUST COMPUTERS AND GMI, INC., A
TEXAS CORPORATION, Appellees, Case No. 13-12-00630-CV, the Court
of Appeals of Texas, Thirteenth District, reversed a trial court
judgment rendered in an "action of debt" brought to revive a
dormant judgment.

On Oct. 28, 1998, Stone filed for Chapter 11 bankruptcy
protection.  Mr. Cade intervened in the proceedings to challenge
the dischargeability of the debt Mr. Stone incurred by virtue of a
1993 default judgment awarding damages of nearly $39,000.  The
bankruptcy proceedings were eventually dismissed, pursuant to a
motion by the U.S. Trustee, on Aug. 18, 2003.

Mr. Cade's underlying suit was brought on Jan. 6, 2012, as an
"action of debt" in order to revive the 1993 judgment.  Mr. Stone
answered and asserted there were no genuine issues of material
fact.  After a hearing, the trial court granted Stone's motion,
denied Cade's motion, and dismissed all of Mr. Cade's claims.  The
appeal followed.

A copy of the Appeals Court's June 12, 2013 Memorandum Opinion is
available at http://is.gd/Qto4fEfrom Leagle.com.


KINBASHA GAMING: Posts $11.7 Million Net Income in Fiscal 2013
--------------------------------------------------------------
Kinbasha Gaming International, Inc., filed with the U.S.
Securities and Exchange Commission its annual report on Form 10-K
disclosing net income of $11.69 million on $93.92 million of net
revenues for the year ended March 31, 2013, as compared with a net
loss of $6.02 million on $91.23 million of net revenues for the
year ended March 31, 2012.

As of March 31, 2013, the Company had $124.21 million in total
assets, $154.56 million in total liabilities and a $30.34 million
total shareholders' deficit.

Marcum, LLP, in Los Angeles, CA, issued a "going concern"
qualification on the consolidated financial statements for the
year ended March 31, 2013.  The independent auditors noted that
the Company has incurred substantial losses, its current
liabilities exceeds its current assets and the Company is
delinquent on the repayment of its capital lease obligations and
notes payable that raise substantial doubt about its ability to
continue as a going concern.

                     Unit's Bankruptcy Warning

"Our operations are conducted through a 98% owned Japanese
subsidiary, Kinbasha Co. Ltd.  This subsidiary has been in this
business since 1954.  As of May 31, 2013, we had 21 pachinko
parlors with 7,463 pachinko machines.  Eighteen of our parlors are
in the Japanese prefecture of Ibaraki, two are in the Tokyo
metropolis, and one is in the prefecture of Chiba.

We had net revenues of $91.2 million and $93.9 million in our
fiscal years ended March 31, 2012 and 2013, respectively, and net
loss of $6.0 million in fiscal year 2012 and net income of $11.6
million in fiscal year 2013.  As of March 31, 2013, we had total
debt of $132.3 million, of which $97.1 million of debt was in
default ($77.6 million of principal and $19.5 million of interest
and penalty interest).  Because we do not have the financial
resources to pay our defaulted debt, our creditors could force
Kinbasha Japan into a liquidation bankruptcy, in which event we
would lose our pachinko licenses and Kinbasha Japan would cease
operations.  However, most of this debt has been in default for up
to seven years and to date no creditor has attempted to force us
into a liquidation bankruptcy."

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

                        http://is.gd/5d6o0r

                       About Kinbasha Gaming

Westlake Village, California-based Kinbasha Gaming International,
Inc., owns and operates retail gaming centers, commonly called
"pachinko parlors," in Japan.  These parlors, which resemble
Western style casinos, offer customers the opportunity to play the
games of chance known as pachinko and pachislo.  Pachinko gaming
is one of the largest entertainment business segments in Japan.

These operations are conducted predominately through Kinbasha's
98% owned Japanese subsidiary, Kinbasha Co. Ltd. ("Kinbasha
Japan").  Kinbasha Japan has been in this business since 1954.  As
of September 30, 2012, the Company operated 21 pachinko parlors,
of which 18 were in the Japanese prefecture of Ibaraki, two were
in the Tokyo metropolis, and one was in the Chiba prefecture.


LAND SECURITIES: Court Sets Disclosure Statement Hrg. for Aug. 6
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado will
convene a hearing on August 6, 2013 at 3:00 p.m. to consider the
adequacy of the Disclosure Statement describing the Joint Chapter
11 Plan of Reorganization of Land Securities Investors, Ltd., et
al.

The Plan provides for the specification and treatment of all
creditors and interest holders of the Debtors.  Priority claims
will be paid in full.  Unsecured claims will be amortized over 10
years and paid in full in monthly installments at 1% per annum
with 7-year balloon.  Contracts will be cured within 180 days and
paid in the ordinary course of business.  Interests will be
retained by owners.

The Disclosure Statement also describes varied treatment for
Allowed Secured Claims held by lenders, taxing authorities and
various suppliers.

A copy of the Disclosure Statement, dated June 24, 2013, is
available for free at:

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

Lee M. Kutner, Esq. -- lmk@kutnerlaw.com -- of Kutner Miller
Brinen, P.C., in Denver, Colorado, acts as legal counsel to Land
Securities Investors, Ltd.  Jeffrey A. Weinman, Esq. --
weinman@weinmanpc.com -- of Weinman & Associates, P.C., in Denver,
Colorado, acts as legal counsel to LSI Retail II, LLC and Conifer
Town Center, LLC.

                      About Land Securities

Land Securities Investors, Ltd., LSI Retail II, LLC, and Conifer
Town Center, LLC, sought Chapter 11 protection (Bankr. D. Colo.
Case Nos. 13-11167, 13-1113, and 13-11135) in Denver on Jan. 29,
2013.  Land Securities disclosed $46,978,954.37 in total assets
and $29,616,097.77 in total liabilities.

The Debtors are real estate developers and investors.

The Office of the U.S. Trustee for Region 19 said that it was
unable to appoint an official committee of unsecured creditors.


LAUSELL INC: Plan Outline Hearing Moved Earlier to July 17
----------------------------------------------------------
The hearing on the approval of the Disclosure Statement explaining
the Plan of Lausell Inc. has been rescheduled to July 17, 2013, at
9:00 a.m. from the earlier set date of August 7, 2013.

Objections to the Disclosure Statement should be in writing and
served on the parties-in-interest no less than 14 days before the
July 17 hearing.

As reported in the June 19, 2013 edition of The Troubled Company
Reporter, the Disclosure Statement relates that holders of allowed
general unsecured claims (Class 6) in Lausell Inc. are impaired
and will recover 2% of their claim amount.  Payment of the Class 6
Claims will come from the $50,000 carve out to be reserved from
the proceeds of the sale of the Debtor's assets to La Re.  La Re,
as Purchaser, will provide a Cash payment to fund the Plan
sufficient to (i) settle in full the secured claims of First Bank
Puerto Rico and Citibank, N.A., for $5,600,000, in Cash; (ii) and
will assume certain of Debtor's debts for $3,080,489, including
the claim of Puerto Rico Industrial Development Co. (Class 2).
A full-text copy of the Disclosure Statement dated June 3, 2013,
is available for free at:

            http://bankrupt.com/misc/LAUSELLds0603.pdf

                        About Lausell Inc.

Lausell, Inc., filed a bare-bones Chapter 11 petition (Bankr.
D.P.R. Case No. 12-02918) on April 17, 2012, in Old San Juan,
Puerto Rico.  Lausell, also known as Aluminio Del Caribe, is a
manufacturer of windows and doors.

Bankruptcy Judge Mildred Caban Flores oversees the case.  Charles
Alfred Cuprill, Esq., at Charles A. Curpill, P.S.C. Law Offices,
in San Juan, Puerto Rico, serves as counsel to the Debtor.

The Bayamon, Puerto Rico-based company disclosed $34,059,950 in
assets and liabilities of $24,489,414 in its amended schedules.


LAUSELL INC: Cash Collateral Access Extended Thru July 31
---------------------------------------------------------
Lausell Inc. and its lenders, Firstbank Puerto Rico, and Citibank
N.A., sought and obtained bankruptcy court approval of a
stipulation for an extended cash collateral access for the Debtor
through July 31, 2013.

The total authorized use of Cash Collateral is $3,571,347.

As adequate protection, the Banks are granted a replacement lien
and a post-petition security interest on all of the assets and
collateral acquired by the Debtor on or after the Petition Date.

As additional adequate protection, the Banks are granted a super-
priority claim in an amount equal to any diminution in value of
their prepetition collateral.

The Debtor and its affiliate La-Re 2, LLC have requested and
reportedly obtained postpetition financing from Economic
Development Bank in order to pay off the Loans with the Banks, in
a DPO transaction for the reduced amount of $5.6 million.  The
Banks stipulate to allow the Debtor and La-Re the time to finalize
its loan application process with EDB.

Firstbank is represented by Rafael A. Gonzalez Valiente, Esq., of
LATIMER, BIAGGI, RACHID & GODREAU, in San Juan, Puerto Rico.

Citibank N.A. is represented by Jose F. Cardona Jimenez, Esq., of
CARDONA JIMENEZ LAW OFFICE, in San Juan, Puerto Rico.

                        About Lausell Inc.

Lausell, Inc., filed a bare-bones Chapter 11 petition (Bankr.
D.P.R. Case No. 12-02918) on April 17, 2012, in Old San Juan,
Puerto Rico.  Lausell, also known as Aluminio Del Caribe, is a
manufacturer of windows and doors.

Bankruptcy Judge Mildred Caban Flores oversees the case.  Charles
Alfred Cuprill, Esq., at Charles A. Curpill, P.S.C. Law Offices,
in San Juan, Puerto Rico, serves as counsel to the Debtor.

The Bayamon, Puerto Rico-based company disclosed $34,059,950 in
assets and liabilities of $24,489,414 in its amended schedules.


LDK SOLAR: Sells 25 Million Ordinary Shares to Fulai
----------------------------------------------------
LDK Solar Co., Ltd., sold 25,000,000 newly issued ordinary shares
to Fulai Investments Limited, at a purchase price of $1.03 per
share with an aggregate purchase price of $25,750,000, pursuant to
the share purchase agreement dated April 25, 2013.

                          About LDK Solar

LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-
Tech Industrial Park, Xinyu City, Jiangxi Province, People's
Republic of China, is a vertically integrated manufacturer of
photovoltaic products, including high-quality and low-cost
polysilicon, solar wafers, cells, modules, systems, power
projects and solutions.

LDK Solar was incorporated in the Cayman Islands on May 1, 2006,
by LDK New Energy, a British Virgin Islands company wholly owned
by Xiaofeng Peng, LDK's founder, chairman and chief executive
officer, to acquire all of the equity interests in Jiangxi LDK
Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin
Industrial Limited.

LDK Solar Co disclosed a net loss of $1.05 billion on $862.88
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $608.95 million on $2.15 billion of net sales
for the year ended Dec. 31, 2011.  As of March 31, 2013, the
Company had $4.99 billion in total assets, $5.29 billion in total
liabilities, $356.60 million in redeemable non-controlling
interests and a $660.58 million total deficit.

KPMG, in Hong Kong, China, issued a "going concern" qualification
on the consolidated financial statements for the year ended
Dec. 31, 2012.  The independent auditors noted that the Group has
a net working capital deficit and a deficit in total equity as of
Dec. 31, 2012, and is restricted from incurring additional
indebtedness as it has not met a financial covenant ratio as
defined in the indenture governing the RMB-denominated US$-settled
senior notes.  These conditions raise substantial doubt about the
Group's ability to continue as a going concern.


LEHMAN BROTHERS: Franklin Funds Buy $300MM in Claims vs. LBI
------------------------------------------------------------
Linda Sandler, writing for Bloomberg News, reports that Franklin
Mutual Advisers LLC funds bought more than $300 million in claims
on defunct brokerage Lehman Brothers Inc. from Deutsche Bank AG's
London branch, according to filings in U.S. Bankruptcy Court in
Manhattan.

According to the report, the claims were part of an original
amount of $4 billion, the transfer documents show.  Last month,
Lehman Brothers International (Europe) sold at least $749 million
of a $4 billion claim against the brokerage to Deutsche Bank,
filings show.  The claim became saleable after affiliates of
defunct investment bank Lehman Brothers Holdings Inc. settled
disputes over how much they could demand from one another and
their parent.  The brokerage has been paying its former customers
and is preparing to pay other creditors.

                       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.

Additional units, Merit LLC, LB Somerset LLC and LB Preferred
Somerset LLC, sought for bankruptcy protection in December 2009 or
more than a year after LBHI and its other affiliates filed their
bankruptcy cases.

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, Judge 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 has 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.

                 International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd.  Tony Lomas, Steven Pearson, Dan Schwarzmann and
Mike Jervis, partners at PricewaterhouseCoopers LLP, have been
appointed as joint administrators to Lehman Brothers International
(Europe) on September 15, 2008.  The joint administrators have
been appointed to wind down the business.

Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on Sept. 16.
Lehman Brothers Japan Inc. reported about JPY3.4 trillion
(US$33 billion) in liabilities in its petition.

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.
(http://bankrupt.com/newsstand/or 215/945-7000)


LEHMAN BROTHERS: To Appoint 2 More Mediators
--------------------------------------------
Lehman Brothers Holdings Inc. received the green light from Judge
James Peck to appoint Stephen Crane and Jane Greenspan as
additional mediators for disputes with creditors that have
reached the mediation stage.

Lehman needs two more mediators to speed up the settlement of
claims that stem from derivatives contracts.

As of May 31, Lehman has recovered more than $1.5 billion for
claims that were settled through what it calls "alternative
dispute resolution" process.  Some of those claims were settled
through mediation.

The mediation is conducted in accordance with Judge James Peck's
Sept. 17, 2009 order, which authorized Lehman to implement the
Alternative dispute resolution process for prosecuting its claims
under derivative contracts with monetary recovery potential.

                       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 Files Interim Report for October to June
-------------------------------------------------------------
The trustee of Lehman Brothers Holdings Inc.'s brokerage filed an
interim report in connection with the liquidation of the
brokerage under the Securities Investor Protection Act.

The 22-page report, which covers the period from October 25,
2012, to June 14, 2013, noted how the LBI Trustee overcame the
remaining obstacles to achieve his goal: 100% distributions to
all customers while maximizing value for general creditors.

According to the report, 100% distributions to more than 400
customers with allowed claims are now underway.  When combined
with account transfers to 110,000 others, customer distributions
will exceed $105 billion, by far the largest customer
distribution in history.

The report also noted these accomplishments in the past eights
months:

     * Reached two separate agreements, which are now final,
       settling all intercompany claims between the brokerage and
       Lehman Brothers International (Europe), and between the
       brokerage and Lehman Brothers Holdings.  These agreements
       reduced claims of more than $64 billion to $28 billion,
       and while they impact tens of thousands of underlying
       customers and creditors, were, when presented to the
       court, subject to no pending objection.

     * Obtained bankruptcy court approval for the allocation of
       some $25 billion dollars of cash and securities to the
       fund of customer property and to the general estate, and
       the establishment of a methodology for the treatment of
       post-petition dividends and interest.  This allocation,
       which was unprecedented in its complexity, impacts all
       customers and general creditors of the estate, yet was
       also presented to the bankruptcy court without any pending
       objection.

     * Litigated through oral argument before the United States
       Court of Appeals for the Second Circuit the $8 billion
       dispute with Barclays Capital Inc. while maintaining
       substantial reserves for the disputed assets.

     * Briefed and conducted oral argument before the bankruptcy
       court on the important but unsettled issue of whether
       claims arising from repurchase agreements are entitled to
       customer treatment under SIPA.

     * Successfully resolved more than 400 non-affiliate customer
       claims, including the expungement of duplicative claims of
       LBIE clients totaling in the billions of dollars, and
       continued to advance settlement negotiations with the
       brokerage's international affiliates.

     * Materially advanced the process of determining the
       validity and allowed amounts of all general creditor
       claims, including filing over 80 omnibus objections to
       general creditor claims.

     * Reduced staff, technology, and other estate costs
       consistent with the duty to liquidate the business.

A full-text copy of the report is available without charge
at http://bankrupt.com/misc/LBHI_LBI9thReport.pdf

                       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: Locke, et al., Final Fee Applications Approved
---------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved the final fee
applications of Locke Lord LLP and two other firms hired in
connection with Lehman Brothers Holdings Inc.'s Chapter 11 case.

Professional               Period            Fees      Expenses
------------               ------          --------    --------
Locke Lord LLP             09/15/08 to   $1,561,069          $0
                            03/06/12

Quinn Emanuel Urquhart     09/17/08 to  $39,141,694          $0
  & Sullivan LLP            03/05/12

Windels Marx Lane &        09/15/08 to   $4,317,597          $0
  Mittendorf LLP            03/06/12

                      LBI SIPA Professionals

The U.S. Bankruptcy Court in Manhattan approved the applications
filed by Hughes Hubbard & Reed LLP and two other firms for
interim allowance of fees and reimbursement of expenses:

Professional               Period            Fees      Expenses
------------               ------          --------    --------
Hughes Hubbard & Reed LLP  03/01/12 to  $24,795,838    $189,208
                            06/30/12

Hughes Hubbard & Reed LLP  07/01/12 to  $37,183,203    $336,274
                            02/28/13

Levine Lee LLP             02/01/13 to     $485,166        $745
                            04/30/13

Norton Rose LLP            01/29/13 to     $453,929     $24,484
                            04/30/13

The Securities Investor Protection Corp. expressed support for
the allowance of the firms' fees and reimbursement of their
expenses.

                       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, LBIE Ink Deal to Settle Claims Dispute
----------------------------------------------------------------
The trustee of Lehman Brothers Holdings Inc.'s brokerage and the
administrators of Lehman Brothers International (Europe) inked an
agreement to end their dispute over the treatment of claims filed
by the company's European unit.

The agreement calls for the dismissal of the litigation related
to their dispute over the treatment of LBIE's so-called omnibus
claim and house claim.  A copy of the agreement is available for
free at http://is.gd/Q6C87E

LBIE filed the omnibus claim on behalf of its customers to
recover up to $15.1 billion in customer property.  Meanwhile, the
company's house claim is based upon transactions in U.S.
securities conducted through its proprietary accounts that the
Lehman brokerage maintained while acting as the U.S. hub for the
global Lehman enterprise.

The parties entered into the agreement after the Lehman trustee
obtained court approval on April 16 to settle LBIE's claim.
Under that deal, the company would receive a $4 billion unsecured
claim, and a $9 billion customer claim, down from the $24 billion
it originally wanted.

LBIE is represented by:

     Timothy Graulich, Esq.
     Michael Russano, Esq.
     DAVIS POLK & WARDWELL LLP
     450 Lexington Avenue
     New York, New York 10017
     Tel: (212) 450-4000
     Fax: (212) 450-3800
     Email: timothy.graulich@davispolk.com
            michael.russano@davispolk.com

                       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: Cadwalader Inks Deal to Settle Claim
-----------------------------------------------------
The trustee of Lehman Brothers Holdings Inc.'s brokerage signed
an agreement to settle the claims of Cadwalader Wickersham & Taft
LLP.

Under the deal, Cadwalader can assert a $7.4 million claim
against the brokerage, down from the $10.1 million claim it
originally wanted.  In return, Cadwalader agreed to release all
other claims it has against the brokerage.

The agreement was approved by Judge James Peck on June 24.  A
copy of the agreement is available for free at
http://is.gd/ttAnBA

Cadwalader Wickersham can be reached at:

     John H. Thompson
     Kathryn M. Borgeson
     700 Sixth Street, N.W.
     Washington, DC 20001
     Tel: (202) 862-2200
     Fax: (202) 862-2400
     Email: johnh.thompson@cwt.com
            kathryn.borgeson@cwt.com

                       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: Settles Oracle's $7.2-Mil. Claim
-------------------------------------------------
Lehman Brothers Holdings Inc. signed an agreement to settle
Oracle America Inc.'s $7.2 million claim.

Under the agreement, Oracle can assert an administrative expense
claim against the company in the amount of $2,549.  The agreement
is available for free at http://is.gd/kYFWdB

The $7.2 million claim stemmed from the companies' software
license agreement, which was rejected under the terms of Lehman's
Chapter 11 plan.

Oracle America Inc. is represented by:

     Deborah K. Miller, Esq.
     500 Oracle Pkwy, MS 5op7
     Redwood Shores, CA 94065
     Telephone: (650) 506-5200

                       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 CARE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Life Care St. Johns, Inc.
          dba Glenmoor
        235 Towerview Drive
        St. Augustine, FL 32092

Bankruptcy Case No.: 13-04158

Chapter 11 Petition Date: July 3, 2013

Court: U.S. Bankruptcy Court
       Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Richard R. Thames, Esq.
                  STUTSMAN THAMES & MARKEY, P.A.
                  50 N. Laura Street, Suite 1600
                  Jacksonville, FL 32202-3614
                  Tel: (904) 358-4000
                  E-mail: rrt@stmlaw.net

                         - and -

                  Eric N. McKay, Esq.
                  STUTSMAN THAMES & MARKEY, P.A.
                  50 North Laura Street, Suite 1600
                  Jacksonville, FL 32202
                  Tel: (904) 358-4000
                  Fax: (904) 358-4001
                  E-mail: enm@stmlaw.net

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

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

The petition was signed by D. Bruce Jones, CEO.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Series 2006(a) Bondholders, as     Blanket Lien on     $55,550,000
Described on the attached listing  Company Assets

Series 2006(b) Bondholders, as     Blanket Lien on      $4,000,000
Described on the attached listing  Company Assets

Refund Queue Holder                75% Refund             $423,900
Contract No. 1019

Refund Queue Holder                90% Refund             $415,143
Contract No. 1023

Refund Queue Holder                90% Refund             $364,725
Contract No. 1008

Refund Queue Holder                75% Refund             $364,125
Contract No. 1011

Refund Queue Holder                90% Refund             $359,910
Contract No. 1003

Refund Queue Holder                75% Refund             $357,825
Contract No. 1010

Refund Queue Holder                90% Refund             $341,910
Contract No. 1002

Refund Queue Holder                75% Refund             $313,650
Contract No. 1027

Refund Queue Holder                90% Refund             $311,940
Contract No. 1015

Refund Queue Holder                75% Refund             $296,250
Contract No. 1029

Refund Queue Holder                75% Refund             $296,250
Contract No. 1009

Refund Queue Holder                90% Refund             $292,590
Contract No. 1022

Refund Queue Holder                90% Refund             $283,720
Contract No. 1020

Refund Queue Holder                90% Refund             $274,016
Contract No. 1017

Refund Queue Holder                90% Refund             $265,500
Contract No. 1001

Refund Queue Holder                90% Refund             $260,910
Contract No. 1012

Refund Queue Holder                90% Refund             $260,261
Contract No. 1024

Refund Queue Holder                90% Refund             $256,163
Contract No. 1005


LIFE UNIFORM: Gets Final Court Nod on $20.44-Mil. DIP Financing
---------------------------------------------------------------
Judge Kevin J. Carey gave Life Uniform Holding Corp., et al.,
final authority to obtain a financing arrangement with
CapitalSource Finance LLC, as administrative agent, and certain
lender parties.

The Debtors are authorized under the DIP Facility to consummate a
Roll-Up of their outstanding balance in the Prepetition Credit
Facility and to borrow up to $20,441,000, plus amounts
contemplated to be funded on the Commitment Termination Date as a
senior secured revolving credit facility.

The DIP Loan proceeds will be used solely for working capital and
genral corporate purposes; payment of costs of administration of
their Chapter 11 cases; and payment in full of pre-bankruptcy
debt.

In exchange for the financing forwarded, the DIP Agent is afforded
first priority and perfected liens -- subject only to a carve-out
and permitted prior liens -- on all of the Debtors' property.  The
DIP Agent is also granted superpriority administrative claim
status in respect of all DIP Obligations, subject to the Carve-
Out.

The Debtors are also granted access to the cash collateral in
which prepetition secured lenders have an interest.  The
Prepetition Lenders are granted replacement liens to the extent of
any diminution in value of the Cash Collateral.

Counsel to CapitalSource Finance LLC is Jeffrey L. Jonas, Esq. --
jjonas@brownrudnick.com -- of Brown Rudnick LLP; and Jeffrey C.
Wisler, Esq. -- jwisler@connollygallagher.com -- of Connolly
Gallagher LLP.

                        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: Auction for Assets Set for July 24
------------------------------------------------
Judge Kevin J. Carey approved proposed sale procedures for the
sale substantially all of the operating assets of Healthcare
Uniform Company, Inc. and Uniform City National, Inc.

The deadline for submission of bids for the Assets is July 19,
2013, at 4:00 p.m. prevailing Eastern Time.

The Debtors are authorized to conduct an auction of the Assets
pursuant to the approved Sale Procedures.  If more than one bid is
received, the Auction will take place on July 24, 2013, at 10:00
a.m. prevailing Eastern Time.

If however, no qualified bid is received, no auction will not be
held and the Debtors will seek Court approval of the sale of the
Assets to Scrubs & Beyond LLC.  The Debtors previously negotiated
a stalking horse asset purchase agreement dated May 29, 2013 for
the Asset Sale for $22.6 million.  A $678,750 Break-Up Fee has
also been approved, which amount will be payable to Scrubs &
Beyond in the event another bidder wins at the auction.

A sale hearing is scheduled for July 26, 2013, at 10:00 a.m.
prevailing Eastern Time.

Moreover, the Court authorized to the U.S. Trustee, if it so
chooses, to appoint a consumer privacy ombudsman.  Subject to
further Court order, the Ombudsman, if appointed, will perform
certain functions and will file a report seven days prior to the
Sale Hearing.

Counsel to the Debtors is Domenic E. Pacitti, Esq., of Klehr
Harrison Harvey Branzburg LLP.

Counsel to Scrubs and Beyond is Vincent J. Marriott, III, Esq. --
Marriott@ballardspahr.com -- of Ballard Sphahr LLP.

Counsel to the U.S. Trustee is Benjamin Hackman, Esq. --
Benjamin.A.Hackman@usdoj.gov

Counsel to the Unsecured Creditors Committee is Jay R. Indyke,
Esq. -- jindyke@cooley.com -- of Cooley LLP; and William E.
Chipman, Jr., Esq. -- chipman@ccbllp.com -- of Counsins, Chipman &
Brown, LLP.

                        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.


LIGHTSQUARED INC: Seeks Approval to Hire Pillsbury as Counsel
-------------------------------------------------------------
LightSquared Inc. seeks approval from U.S. Bankruptcy Judge
Shelley Chapman to hire Pillsbury Winthrop Shaw Pittman LLP as its
special counsel.

Pillsbury was initially hired by the company as "ordinary course
professional."  Its fees, however, are expected to exceed the
$500,000 fee cap for an OCP, which prompted the company to seek
approval to hire the firm pursuant to section 327(e) of the
Bankruptcy Code.

The firm will continue to provide the same services, which include
negotiations with other satellite operators in connection with
international frequency coordination; participation in standards
development; discussions with federal government agencies
concerning spectrum management; and regulatory compliance for
existing and proposed operations, including export control.

Pillsbury will be paid on an hourly basis and will receive
reimbursement for work-related expenses.  Its hourly rates range
from $670 to $715 for partners, $610 to $640 for counsel, $415 to
$610 for associates, and $215 to $280 for paraprofessionals.

The firm does not hold or represent any interest adverse to
LightSquared's estates, according to a declaration by Bruce
Jacobs, Esq., a partner at Pillsbury.

                    About LightSquared Inc.

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

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

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

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


LIGHTSQUARED INC: Strikes Back at Dish and Ad Hoc Group
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that LightSquared Inc. struck back at a secured lender
group by filing papers this week contending that an agreement
governing exclusive plan-filing right should be declared null and
void because competitor Dish Networks Corp. surreptitiously bought
control of the secured debt.

According to the report, in June, the ad hoc secured lender group
filed court papers saying that LightSquared violated the
exclusivity agreement by filing to negotiate with Dish after
receiving a $2 billion cash offer.  The ad hoc group said it has
$1.38 billion in debt.  In this week's filing, LightSquared argues
that the agreement is void because lenders unaffiliated with Dish
now command only 30 percent of the ad hoc group.  LightSquared
characterizes the exclusivity as designed to allow the company to
negotiate a reorganization plan with the lenders.  Now that Dish
control the group, LightSquared says the ad hoc committee is bent
on allowing Dish "to pay as little as possible" for the company.

The report notes that there will be a July 16 hearing where the
bankruptcy court will sort out the dispute and decide which side,
if either, violated the agreement.  The ad hoc group contends that
the company is "continuing to stall these cases for the benefit of
the debtors' majority shareholder," Harbinger Capital Partners
LLC.  The lenders say the Dish offer would be sufficient to pay
secured creditors in full.  Exactly how LightSquared or the ad hoc
group violated the agreement is unclear because critical parts of
the documents are under seal.  LightSquared was authorized to hire
Jefferies Group LLC to arrange financing paying off LightSquare'd
debt in full.

The report discloses that full payment would enable Philip
Falcone's Harbinger to retain ownership.  Existing lenders have
been contending with Harbinger over control of LightSquared's
Chapter 11 reorganization.

                      About LightSquared Inc.

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

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

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

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

An Ad Hoc Secured Group of LightSquared LP Lenders is represented
by White & Case LLP's Glenn M. Kurtz, Esq., and Thomas E. Lauria,
Esq.


LLS AMERICA: Engaged in Ponzi Scheme & Insolvent From Inception
---------------------------------------------------------------
Bankruptcy Judge Patricia C. Williams filed a Report and
Recommendation regarding the Motion for Partial Summary Judgment
on Common Issues filed by the Chapter 11 Trustee for LLS America
LLC with the bankruptcy court in the adversary proceeding
captioned as, BRUCE P. KRIEGMAN, solely in his capacity as court-
appointed Chapter 11 Trustee for LLS America, LLC Plaintiff(s), v.
MARK BIGELOW, et al., Defendant(s), Adv. Proc. No. 11-80299
(Bankr. E.D. Wash.).  A copy of Judge Williams' July 1, 2013
Report and Recommendation is availabl at http://is.gd/ONojyqfrom
Leagle.com.

In the summer of 2011, the Chapter 11 Trustee filed approximately
225 adversary proceedings seeking to recover funds transferred
from the debtor to hundreds of "investors" or "lenders" as
fraudulent transfers. A few of the adversary proceedings sought
recovery from defendants who were not investors or lenders, but
had other relationships with the debtor.  The trustee confirmed a
chapter 11 plan on October 25, 2012.  That plan devotes the
proceeds of recovery in the adversary proceedings to the repayment
of creditors.

Many of the defendants were residents of Canada and various
decisions were rendered concerning service of process and
jurisdiction. The defendants and, on occasion, the plaintiff,
requested that final judgment in many of the adversary proceedings
be entered by the district court and those cases will be tried
before that court. Some of the adversaries will be tried before
the bankruptcy court.

The adversary proceedings were consolidated for the purpose of
determining the "common issues" identified by the parties and the
court, i.e., whether a Ponzi scheme occurred and when insolvency
began.  Those adversary proceedings not subject to the
consolidation will be resolved separately by the bankruptcy court.
Non-common issues remain to be determined in each particular
adversary proceeding, such as the effect of the applicable statute
of limitations to each defendant, whether that defendant has a
defense to the trustee's claims, and an accounting to determine
the amount of any recovery by the trustee.

"It is the bankruptcy court's report and recommendation that the
Plaintiff's Motion for Partial Summary Judgment . . . be granted.
The evidence conclusively demonstrates that this debtor engaged in
a Ponzi scheme, and that the debtor was insolvent from its
inception in 1997 to the 2009 bankruptcy. No genuine issues of
material fact exist regarding these conclusions," Judge Williams
said.

"The only conclusion possible is that this debtor engaged in a
Ponzi scheme. Not only was the essential nature demonstrated by
the expert testimony, i.e., the only significant source of
repayment to earlier lenders were the funds received from later
lenders, but many of the common characteristics of Ponzi schemes
are present."

                     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.


MAJESCOR RESOURCES: AMF Issues Management Cease Trade Order
-----------------------------------------------------------
Majescor Resources Inc. on July 4 disclosed that it has been
granted a Management Cease Trade Order by its principal regulator,
the Autorite des Marches Financiers, and as such, the AMF has
accepted the Company's request for such MCTO.  As previously
announced on June 28, 2013 by way of news release, the application
for the MCTO was made by the Company in respect to the late filing
of the Company's annual financial statements, accompanying
management's discussion and analysis and related CEO and CFO
certifications for the financial year ended February 28, 2013,
which were to be filed at the latest on June 28, 2013.

The MCTO restricts all trading in securities of the Company,
whether direct or indirect, by the Chief Executive Officer, the
Chief Financial Officer and the directors of the Company until
such time as the 2013 Annual Financial Statements have been filed
by the Company.  The MCTO does not affect the ability of
shareholders who are not insiders of the Company to trade their
securities.  However, the applicable Canadian securities
regulatory authorities could determine, in their discretion, that
it would be appropriate to issue a general cease trade order
against the Company affecting all of the securities of the
Company.

As previously announced, the Company was not in a position to
timely file its 2013 Annual Financial Statements, primarily as a
result of additional time required for its auditors to complete
the audit of the Company's annual financial statements.  The
Company's board of directors and its management confirm that they
are working expeditiously with the Company's auditors to meet the
Company's obligations relating to the filing of the 2013 Annual
Financial Statements and the Company continues to expect to file
the 2013 Annual Financial Statements on or before July 26, 2013.

The Company confirms that it will satisfy the provisions of the
alternative information guidelines under Policy Statement 12-203
respecting Cease Trade Orders for Continuous Disclosure Defaults
for so long as it remains in default as a result of the late
filing of the 2013 Annual Financial Statements.  During the period
of default, the Company will issue bi-weekly default status
reports in the form of further news releases, which will also be
filed on SEDAR.  The Company confirms that there are no insolvency
proceedings against it as of the date of this news release.  The
Company also confirms that there is no other material information
concerning the affairs of the Company that has not been generally
disclosed as of the date of this news release.

                    About Majescor Resources Inc.

Majescor Resources Inc. is a junior explorer focusing on emerging
mineral districts.  Majescor's portfolio of exploration projects
includes the Besakoa gold, base metal and graphite property in
Madagascar (50%-50% joint venture with Sunridge Gold Corp.; on
April 30, 2013, Majescor entered into a non-binding Letter
Agreement with Olympic Resources Ltd. and Sunridge Gold Corp.
whereby the Company and Sunridge agree to sell their respective
50% interest in Daraina Exploration S.A.R.L. to Olympic) and the
Mistassini uranium exploration project in Quebec (under joint-
venture:40 % Majescor and 60% Strateco Resources Inc.).  In the
Republic of Haiti, Majescor, through its 100%-held subsidiary
Simact Alliance Copper-Gold Inc., holds a majority interest SOMINE
SA, a registered Haitian Company.  SOMINE SA in turn holds 100%
mineral rights to the Douvray porphyry copper-gold project and the
Faille B gold project located in the Northeast mineral district of
Haiti, near the port-city of Cap-Haitian.  The Douvray and Faille
B projects are each covered by a five-year renewable Mining
Exploitation Permit awarded to SOMINE SA on December 21, 2012 and
are collectively covered by a Mining Convention executed with the
State of Haiti on May 5, 2005 and valid until March 9, 2020.  On
January 15, 2013, Majescor published the first NI 43-101 compliant
mineral Resource estimate for the Douvray porphyry copper-gold
project (Inferred Mineral Resource of 189.5 Mt grading 0.30% Cu,
0.05 g/t Au, 1.12 g/t Ag and 23.05 g/t Mo at a base cut-off of
0.1% Cu).


MANDALAY DIGITAL: Incurs $14.2-Mil. Net Loss in Fiscal 2013
-----------------------------------------------------------
Mandalay Digital Group, Inc., formerly NeuMedia, Inc., filed on
July 1, 2013, its annual report on Form 10-K for the fiscal year
ended March 31, 2013.

SingerLewak LLP, in Los Angeles, California, expressed substantial
doubt about Mandalay Digital's ability to continue as a going
concern, citing the Company's recurring losses from operations,
negative cash flows from operations, and negative working capital.

The Company reported a net loss of $14.2 million on $6.0 million
of net revenues in fiscal 2013, compared with a net loss of
$30.7 million on $7.2 million of net revenues in fiscal 2012.

The Company's balance sheet at March 31, 2013, showed
$12.5 million in total assets, $11.7 million in total liabilities,
and stockholders' equity of $737,000.

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

Los Angeles-based Mandalay Digital Group, Inc., is an established
provider of mobile services enabling mobile content distribution
and transactions serving mobile operators, end consumers, and
original equipment manufacturers (OEM's) of mobile devices and
tablets.


MARGAUX CO: Court Issued Final Decree Closing Chap. 11 Case
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas has
entered a final decree closing the Chapter 11 case of Margaux Oro
Partners, LLC.

The final decree, dated May 31, 2013, was issued upon the
application and a post-confirmation report submitted by the
Debtor.

Donald Silverman, manager of the Debtor, related that the Debtor's
Plan of Reorganization, as confirmed by the Court, has been fully
administered.  The Effective Date of the Plan occurred on Jan. 17,
2013.  He disclosed that the transfer of any property proposed by
the Plan has been substantially consummated; distribution to
creditors whose claims have been allowed have commenced; all sums
payable to the Clerk of Court have been paid and all sums payable
to the Office of the U.S. Trustee will be paid in a timely
fashion; all orders on fees and claims objections have become
final; and professional fees and expenses totaling $59,699 have
been allowed.

                       About Margaux Oro

Dallas, Texas-based Margaux Oro Partners, LLC, owns 83,400 square
foot Plaza Del Oro Shopping Center in Cockrell Hill, Dallas
County, Texas.  The Company filed for Chapter 11 bankruptcy
protection (Bankr. N.D. Tex. Case No. 11-30337) on Jan. 11, 2011.
Vickie L. Driver, Esq., Alexandra P. Olenczuk, Esq., and Courtney
J. Hull at Coffin & Driver, PLLC, in Dallas, serves as the
Debtor's bankruptcy counsel.  No creditors' committee was
appointed in the case.  In its schedules, the Debtor disclosed
$13,171,602 in assets and $10,934,144 in liabilities as of the
petition date.

Donald Lewis Silverman, the sole manager of the Debtor, filed a
voluntary petition for personal relief under Chapter 7 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 10-31785).  Mr.
Silverman received his discharge on Nov. 12, 2010.


MAXCOM TELECOMUNICACIONES: Reaches New Takeover Deal With Ventura
-----------------------------------------------------------------
Crayton Harrison, writing for Bloomberg News, reports that Maxcom
Telecomunicaciones SAB said it reached a new accord with Ventura
Capital Privado SA and a group of debt holders that will lead to a
restructuring and Ventura's takeover of the Mexican phone carrier.

According to the report, Ventura and related parties will offer
2.90 pesos a share for Maxcom and will contribute $45 million in
capital to the company, according to a statement July 3.

The report notes that bondholders representing $84 million of
Maxcom's $200 million in notes due next year agreed to a Chapter
11 bankruptcy plan that includes a swap for debt maturing in 2020.

The report discloses that the pact gives Maxcom a second chance to
improve its ability to compete in Mexico after debt holders
rejected a previous Ventura takeover attempt in April.

Maxcom has less than 5 percent of Mexico's landline phone market,
compared with about 80 percent for America Movil SAB, controlled
by billionaire Carlos Slim.

Maxcom climbed 2.1 percent to 4.43 pesos July 3 in Mexico City,
where it is based.

                            About Maxcom

Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico
City, Mexico, is a facilities-based telecommunications provider
using a "smart-build" approach to deliver last-mile connectivity
to micro, small and medium-sized businesses and residential
customers in the Mexican territory.  Maxcom launched commercial
operations in May 1999 and is currently offering local, long
distance, data, value-added, paid TV and IP-based services on a
full basis in greater metropolitan Mexico City, Puebla, Tehuacan,
San Luis, and Queretaro, and on a selected basis in several cities
in Mexico.


MCCLATCHY COMPANY: Bestinver Held 15% A Shares at June 28
---------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Bestinver Gestion S.A., SGIIC, disclosed that, as of
June 28, 2013, it beneficially owned 9,208,283 Class A common
stock of The McClatchy Company representing 15.01 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/lBPgMZ

                    About The McClatchy Company

Sacramento, Cal.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets.  McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The McClatchy incurred a net loss of $144,000 in 2012, as compared
with net income of $54.38 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $2.84 billion in total assets,
$2.81 billion in total liabilities,  and $32.83 million in
stockholders' equity.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.

McClatchy Co. carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.


MERCANTILE BANCORP: Shareholder Objects to Quick Bank Sale
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Mercantile Bancorp Inc. filed for Chapter 11
protection on June 27 and scheduled a July 27 hearing for the
bankruptcy court in Delaware to consider approval of procedures
for selling the bank subsidiary.

Mercantile owns the three-branch Mercantile Bank.  The company's
two other bank subsidiaries were previously taken over by
regulators.  Mercantile lined up United Community Bancorp Inc. to
be the stalking horse making the first bid at auction for the bank
subsidiary.  Chatham, Illinois-based United Community is offering
$22.3 million in cash, less the amount necessary to pay
liabilities to the Federal Deposit Insurance Corp. arising from
the failure of the two other banks.

According to the report, Mercantile shareholder HoldCo Advisors LP
already filed papers opposing the sale to United Community.
HoldCo said the sale uses a "sub-optimal structure that destroys
value" for shareholders and the FDIC.

Once the FDIC is repaid, HoldCo estimates nothing to at most $5
million will be available to Mercantile creditors, mostly made up
of $61.9 million owing on junior subordinated debentures.  HoldCo
predicts sale will bring a recovery between 1 percent and 11
percent.  HoldCo's court filing includes a proposal for an
alternative transaction, avoiding the proposed sale it says would
principally benefit the purchaser and the FDIC.  If the FDIC's
losses on the other two bank subsidiaries are less than estimated,
the savings shouldn't go to the purchaser, as HoldCo says would
occur under the Mercantile proposal.

The report discloses that HoldCo specializes in investing in
holding companies for banks in financial trouble.  Mercantile's
petition shows assets and debt both exceeding $50 million.

                     About Mercantile Bancorp

Mercantile Bancorp -- http://www.mercbanx.com/-- is a Quincy,
Illinois-based bank holding company with wholly owned subsidiaries
consisting of one bank in Illinois and one each in Kansas and
Florida, where the Company conducts full-service commercial and
consumer banking business, engages in mortgage banking, trust
services and asset management, and provides other financial
services and products.  The Company also operated Mercantile Bank
branch offices in Missouri and Indiana.

On Aug. 10, 2011, the Illinois Division of Banking released a
Consent Order that Mercantile Bank, the Federal Deposit Insurance
Corporation, and the Division entered into as of July 28, 2011.
Under the Order, Mercantile Bank will cease operating with all
money transmitters and currency businesses providing brokerage,
sale or exchange of non-United States currency for deposit
customers.  Furthermore, Mercantile Bank may not enter into a new
line of business without the prior written consent of the FDIC and
the Division.

Mercantile Bancorp filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11634) on June 27, 2013.  The petition shows assets
and debt both exceeding $50 million.  Liabilities include $61.9
million owing on junior subordinated debentures.  Mercantile
stopped paying interest on the debentures in 2009, since then
running up $14 million in unpaid interest.


MERCANTILE BANCORP: Meeting to Form Creditors' Panel on July 15
---------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on July 15, 2013, at 11:00 a.m. in
the bankruptcy case of Mercantile Bancorp, Inc.  The meeting will
be held at:

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

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

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

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

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

                     About Mercantile Bancorp

Quincy, Illinois-based Mercantile Bancorp --
http://www.mercbanx.com/-- is a holding company that owns the
three-branch Mercantile Bank.  The company's two other bank
subsidiaries were previously taken over by regulators.

Mercantile Bancorp filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11634) on June 27, 2013.  In its petition, the Company
listed debt of more than $50 million and assets of less than $50
million.  Liabilities include $61.9 million owing on junior
subordinated debentures.  Mercantile stopped paying interest on
the debentures in 2009, since then running up $14 million in
unpaid interest.

Mercantile has lined up United Community Bancorp Inc. to be the
stalking horse making the first bid at auction for the bank
subsidiary.  Chatham, Illinois-based United Community is offering
$22.3 million in cash, less the amount necessary to pay
liabilities to the Federal Deposit Insurance Corp. arising from
the failure of the two other banks.


MERITAGE HOMES: S&P Revises Outlook to Positive & Affirms 'B+' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Meritage Homes Corp. to positive from stable.  At the same time
S&P affirmed its 'B+' corporate credit and senior unsecured note
ratings.  The '3' recovery rating remains unchanged on the
$800 million in aggregate senior unsecured notes.

"The positive outlook reflects our expectations that the company's
homebuilding operations will continue to improve with revenue
growth and significantly stronger earnings, supported by the
steady recovery in the housing market, particularly in the markets
Meritage operates," said credit analyst Kenny Tang.  "In our view,
this should result in improved key credit metrics.  We estimate
debt-to-EBITDA should decline to the low- to mid-5x area in 2013
and could improve to 4x in 2014."

"Our positive outlook represents our expectation that the
company's credit metrics will likely strengthen within the next 18
months as rising volume and selling prices drive improved
profitability and cash flow generation that would ultimately lower
leverage.  We would consider raising the rating to 'BB-' if the
company exceeds our projections and maintains its leverage (total
debt to EBITDA) at 4.0x or below in addition to improvements in
profitability such as EBITDA margin exceeding 10%.  We would
revise the outlook back to stable if the housing recovery loses
traction and the leverage improvements we expect fail to
materialize.  Although unlikely in the near-term, would lower the
rating if housing conditions were to weaken, resulting in leverage
remaining elevated and liquidity becoming constrained," S&P noted.


MF GLOBAL: Judges Approve Settlement That Frees Up $1B
-----------------------------------------------------
Joseph Checkler writing for Dow Jones' DBR Small Cap reports that
two federal judges on Wednesday approved a key settlement between
J.P. Morgan Chase & Co. and customers of bankrupt MF Global
Holdings Ltd. that should free up more than $1 billion for the
customers of the defunct brokerage.

                         About MF Global

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

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

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

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

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

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

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

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

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

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

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


MFM DELAWARE: Wants to Hire Gregg Stewart as Interim CFO
--------------------------------------------------------
MFM Delaware, Inc., and MFM Industries, Inc., ask the U.S.
Bankruptcy Court for the District of Delaware for the entry of an
order authorizing and approving, effective as of June 5, 2013: (i)
the letter agreement with Rinnovo Management LLC, pursuant to
which Rinnovo Management LLC has agreed to provide Mr. Gregg
Stewart to serve as the Debtors' Interim Chief Financial Officer
and (ii) the retention of Mr. Stewart, and granting a waiver of
the requirements of Local Bankruptcy Rule 2016-2.

Mr. Stewart is the sole employee of Rinnovo.

Mr. Stewart will perform the ordinary course duties as the
Debtors' interim CFO, until a successor is appointed. Pursuant to
the Rinnovo Agreement, Mr. Stewart will provide the following
services, among others, to the Debtors:

   A. assist the Debtors in identifying, analyzing, and evaluating
near term options for the Debtors, including performing a brief
assessment of the Debtors to evaluate: (i) the viability of the
Debtors' current business model, from both an operational and
financial point of view; and (ii) the Debtors' current financial
condition and determine what steps should be taken (operationally
and financially) to improve business performance;

   B. assist management in the creation of a business plan;

   C. assist and/or negotiate directly with trade customers or
creditors in an effort to identify solutions and maintain
continued support throughout the bankruptcy process;

   D. assist management in identifying profit and cash improvement
projects;

   E. assist in managing cash flow;

   F. assist the Debtors and their investment banker in a Section
363 asset sale transaction; and

   G. provide financial support in the preparation of Schedules,
Statement of Financial Affairs, and in responding to requests for
information by the Committee and the United States Trustee.

To the best of the Debtors' knowledge and based upon the Stewart
Declaration, Rinnovo and Mr. Stewart are each a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The Debtors have agreed to compensate Rinnovo for Mr. Stewart's
professional services at the rate of $2,200 per day, billed in
quarter-day increments, plus reimbursement of normal, reasonable
out-of-pocket operating and travel expenses, which should
approximate $1,000 per week.  Rinnovo will also be eligible for a
management value enhancement bonus based on a successful outcome
of the assignment to be negotiated at a future date.  Under the
Rinnovo Agreement, the Debtors are required to pay Mr. Stewart an
advance deposit of $12,000, which is approximately one week's
wages and expenses.

                       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.


MFM DELAWARE: Final Hearing on DIP Motion Adjourned to July 16
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware late last
month entered a second interim order (i) authorizing MFM Delaware,
Inc., and MFM Industries, Inc., to incur postpetition secured
indebtedness; (ii) authorizing the Debtors to enter into
ratification agreements with Bibby Financial Services (Midwest),
Inc., and Crossroads Financial, LLC; (iii) authorizing the use of
cash collateral.

On May 29, 2013, the Court issued its First Interim Order granting
the DIP Motion on an interim basis.  On June 23, 2013, the
Official Committee of Unsecured Creditors filed an objection to
the DIP Motion.

The Second Interim Order modifies the relief granted in the First
Interim Order, as follows:

   1) Subject to the terms and conditions of the Second Interim
Order (including paragraph 14 regarding any of Industries's funds
that were, as of the Petition Date, subject to a writ of
garnishment served by Terex Financial Services, Inc., on Community
Bank & Trust, or CB&T), the Debtors are authorized to use cash
collateral of the Pre-petition Lenders until the earlier of: (i)
July 23, 2013; or (ii) the date the Court enters a final order
granting this Motion.

   2) The final hearing on the DIP Motion is adjourned to July 16,
2013, at 9:30 a.m.

Except for the foregoing amendment and the adjournment of the
Final Hearing, all other terms and conditions of the First Interim
Order remain unchanged.

The objections of the Committee are preserved in full and will be
heard at the Final Hearing.

In the Committee objection, the Committee cited:

    * First, the most basic information concerning the BFS
Agreement, the BFS Ratification, the Crossroads Agreement and the
Crossroads Ratification is missing.

    * Second, the Financing Motion and the declaration in support
of the Financing Motion are devoid of any efforts undertaken by
the Debtors to secure alternative financing.

    * Third, BFS and Crossroads are not providing new financing to
the Debtors.  To the contrary, BFS and Crossroads seek to roll up
old, pre-petition indebtedness into post-petition liens.

    * Fourth, should a final order be entered on the Financing
Motion, the Committee (and any other party) will be foreclosed
from investigating the validity, extent and priority of BFS's and
Crossroads' pre-petition liens.

    * Fifth, upon information and belief, the pre-petition lenders
already are adequately protected and do not require super priority
administrative status.

    * Sixth, certain of the other terms of the Proposed Lender
Documentation and the Debtors' proposed final order granting the
Financing Motion, should not be permitted.

    * Seventh, the Financing Motion seeks approval of a carve out
that will benefit certain of the professionals employed by the
Debtors, but not the Committee.

                       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.


MFM DELAWARE: Committee Retaining Gavin/Solmonese as Fin'l Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of MFM Delaware,
Inc., and MFM Industries, Inc., asks the U.S. Bankruptcy Court for
the District of Delaware for authority to retain Gavin/Solmonese
LLC as financial advisor to the Committee nunc pro tunc to June 6,
2013.

Gavin/Solmonese will provide, among others these financial
advisory services:

   A) Reviewing and analyzing the businesses, management,
operations, properties, financial condition and prospects of the
Debtors;

   B) Reviewing and analyzing historical financial performance,
and transactions between and among the Debtors, their creditors,
affiliates and other entities;

   C) Reviewing the assumptions underlying the business plans and
cash flow projections for the assets involved in any potential
asset sale or plan of reorganization; and

   D) Determining the reasonableness of the projected performance
of the Debtors, both historically and future.

To the best of the Committee's knowledge, information and belief,
Gavin/Solmonese has no connection with, holds no interest adverse
to, the Debtors, their estates, their creditors, or any party in
interest in the cases, nor to the best of the Committee's
knowledge does Gavin/Solmonese hold any interest adverse to the
interests of the Committee or Debtors' creditors.

Gavin/Solmonese's professionals will charge at these hourly rates:

          Edward T. Gavin, CTP             $600
          Wayne P. Weitz                   $475
          Jeremy P. Valentin               $275

From time to time other Gavin/Solmonese professionals may be
involved in the cases as needed.  Their hourly rates range from
$250 to $650 per hour.

                       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.


MORGANS HOTEL: Yucaipa Cancels Exchange Agreement
-------------------------------------------------
Morgans Hotel Group Co., on June 27, 2013, received a notice of
termination from Yucaipa American Alliance Fund II, L.P., Yucaipa
American Alliance (Parallel) Fund II, L.P., and Yucaipa Aggregator
Holdings, LLC, purporting to terminate the putative Exchange
Agreement, dated as of March 30, 2013, by and between Yucaipa and
the Company pursuant to Section 8.1.4 of the Agreement.

Yucaipa claims that based on, among other things, the Company's
failure to respond to a June 30, 2013, demand by Yucaipa that the
Board of Directors of Morgans approve or ratify the Agreement, OTK
Associates, LLC's public statements to the effect that its
candidates to the Company's Board of Directors will prevent the
transactions contemplated by the Agreement from occurring, and
OTK's pursuit of an amended and supplemental complaint alleging
that the Agreement and related agreements are void, it appears to
Yucaipa that the Board has withdrawn its approval of the
contemplated Transactions and the Company has breached or
repudiated its representations, warranties and covenants in the
Agreement.  In its notice, Yucaipa made demand for a termination
fee of $9 million pursuant to the Agreement.

In addition, on June 27, 2013, Yucaipa and Vintage Deco
Hospitality LLC filed a complaint against the Company and Morgans
Group LLC in the Supreme Court of the State of New York in the
County of New York alleging, among other things, that the Company
had refused to use commercially reasonable best efforts to close
the Agreement and related putative agreements comprising the
Transactions, and that there has "effectively" been a withdrawal
or adverse modification of the approval of the Transactions by the
Board.  Alternatively, Plaintiffs contend that the Company
breached certain representations and warranties under the
contracts comprising the Transactions.  Plaintiffs have asserted
claims for, among other things, breach of contract, breach of the
covenant of good faith and fair dealing and breach of
representation and warranty.  The complaint seeks, among other
things, an award of damages equal to a termination fee of $9
million, as well as payment of out-of-pocket costs,
indemnification in excess of $1 million, pre-judgment interest and
attorney's fees.

The Company believes that the notice of termination and complaint
are without merit and is considering all of its options.

                    About Morgans Hotel Group

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

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

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


MOUNTAIN PROVINCE: Updates Mineral Estimate for Gahcho Kue
----------------------------------------------------------
Mountain Province Diamonds Inc. announced the results of an
updated independent mineral resource estimate for the Gahcho Kue
diamond project located in Canada's Northwest Territories.

Following completion of the Tuzo Deep drill program in 2012, which
was managed by the Gahcho Kue project operator, De Beers Canada
Inc., an updated National Instrument (NI) 43-101 resource estimate
for Tuzo Deep has been prepared by Mineral Services Canada Inc.
This estimate incorporates information from geological data
updates completed since the previous NI 43-101 Technical Report
released in 2009.  The 2009 resource estimate for Tuzo Deep is
included for reference purposes.

Commenting, Mountain Province President and CEO, Patrick Evans
said: "The updated Tuzo Deep resource estimate indicates an
approximate 12% percent increase in the Gahcho Kue indicated
resource from 30.2 million tonnes to 33.8 million tonnes and an
approximate 90% increase in inferred resource from 6 million
tonnes to 11.3 million tonnes.  The diamond content of the
indicated resource increased by approximately 12% from 50.5
million carats to 56.6 million carats and the diamond content of
the inferred resource increased by approximately 80% from 10.3
million carats to 18.5 million carats.  The reasons for these
increases are the upgrading of the 300 to 360 meter zone in Tuzo
from inferred resource to indicated resource and also the
inclusion of the newly defined Tuzo inferred resource from a depth
of 360 meters to 564 meters below surface, which was delineated
during the 2011/12 Tuzo Deep drill program."

Mr. Evans added: "All the Gahcho Kue kimberlites remain open to
depth and Mountain Province is in active discussions with De Beers
to evaluate a follow-up Tuzo Deep drill program to test the
further depth extension of the Tuzo kimberlite between 564 meters
and 750 meters".

The full Mineral Services NI 43-101 Technical Report for Tuzo Deep
will be published on SEDAR, and on the Company's Web site
www.mountainprovince.com, as soon as it becomes available.

The Qualified Person for the updated Tuzo Deep estimate is Mr. Tom
Nowicki, PhD, P Geo, a Mineral Services employee.  The estimation
and classification of the mineral resources conform to industry-
best practices and meet the requirements of CIM (2005).

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

                        http://is.gd/d6COU0

                      About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49% interest in the Gahcho Kue Project.

Mountain Province disclosed a net loss of C$3.33 million for the
year ended Dec. 31, 2012, a net loss of C$11.53 million in 2011,
and a net loss of C$14.53 million in 2010.

"The Company's primary mineral asset is in the exploration and
evaluation stage and, as a result, the Company has no source of
revenues.  In each of the years December 31, 2012, 2011 and 2010,
the Company incurred losses, and had negative cash flows from
operating activities, and will be required to obtain additional
sources of financing to complete its business plans going into the
future.  Although the Company had working capital of $46,653,539
at December 31, 2012, including $47,693,693 of cash and cash
equivalents and short-term investments, the Company has
insufficient capital to finance its operations and the Company?s
costs of the Gahcho Kue Project (Note 7) over the next 12 months.
The Company is currently investigating various sources of
additional funding to increase the cash balances required for
ongoing operations over the foreseeable future.  These additional
sources include, but are not limited to, share offerings, private
placements, credit and debt facilities, as well as the exercise of
outstanding options.  However, there is no certainty that the
Company will be able to obtain financing from any of those
sources.  These conditions indicate the existence of a material
uncertainty that results in substantial doubt as to the Company's
ability to continue as a going concern," according to the
Company's annual report for the period ended Dec. 31, 2012.


MUNICIPAL MORTGAGE: Chief Accounting Officer Resigns
----------------------------------------------------
Jason M. Antonakas, Municipal Mortgage & Equity, LLC's chief
accounting officer, has informed the Company that he will resign
effective July 12, 2013.  Mr. Antonakas has been the Company's CAO
since December 2012.  There are no accounting matters in dispute.

                     About Municipal Mortgage

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

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

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

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

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

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


MUNICIPAL MORTGAGE: Closes Sale of MuniMae to Merrill Lynch
-----------------------------------------------------------
Municipal Mortgage & Equity, LLC, on July 3, 2013, consummated a
transaction to sell the common shares of MuniMae TE Bond
Subsidiary, LLC, to Merrill Lynch Portfolio Management, Inc., an
affiliate of Bank of America Merrill Lynch, pursuant to a Share
Purchase Agreement, dated as of July 1, 2013.

The effective price for the $849 million portfolio was equal to
fair value at June 30, 2013, and 101 percent of par, and, in
addition to eliminating $799 million of debt and preferred equity
obligations, the Company received $79 million in cash.

The Company also intends to convert to a corporation for federal
income tax purposes and that it intends to expand its current
share buyback plan.

"We believe the steps we have announced today are important for
our company and our shareholders for several reasons," said
Michael Falcone, MuniMae's chief executive officer.  "We have
disclosed for some time that we were concerned about rising
interest rates, and this transaction greatly reduces our exposure
to rising rates.  For a variety of reasons, the buyer is currently
better able than we are to own and manage these assets in both a
rising and a volatile interest rate environment.  We have retained
the participating and defaulted bonds because we believe that with
these bonds the benefits of our intensive asset management will
more than offset the risks associated with rising rates.  We
believe there are attractive opportunities to redeploy the capital
we have generated, such as buying back more of our outstanding
debt, reinvesting in our real estate asset management business or
purchasing shares under an expanded share buyback plan."

On July 5, 2013, the Company plans to convert from a publicly
traded partnership to a corporation for tax purposes.  Upon
conversion, the Company will no longer pass through its income to
shareholders and will no longer issue tax reports on Schedule K-1
for tax years following the conversion date.  Instead, the Company
will be directly liable for federal, state and local income taxes.
Falcone added, "The anticipated switch to corporation status for
tax purposes should allow for a wider group of investors to own
our stock without the reporting burden associated with publicly-
traded-partnerships.  This change, combined with the expansion of
our stock repurchase plan, which we expect will be effective in
mid August, should provide increased liquidity in our stock."
Shareholders will receive a final Schedule K-1 for the short-year
Jan. 1, 2013, through July 4, 2013, including potential capital
gains from the transaction involving the Company's fixed rate
performing multifamily bond portfolio.

The Company will host a conference call on Tuesday July 9, 2013,
at 4:30 p.m. ET to provide a business update and discuss further
the developments.

Additional information about the transaction is available at:

                       http://is.gd/ZgAfwH

                     About Municipal Mortgage

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

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

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

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

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

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


MW GROUP: Can Continue Using Cash Collateral Thru Sept. 30
----------------------------------------------------------
Judge Laura T. Beyer has entered a supplemental order authorizing
MW Group LLC to use cash collateral until Sept. 30, 2013.  The
sixth supplemental order signed by the judge on June 12 provides
that the Debtor will only use cash collateral in accordance with a
budget.

The consent order was agreed to by the Debtor and creditor Bank of
America, N.A.

Attorney for the Debtor can be reached at:

         Andrew T. Houston, Esq.
         MOON, WRIGHT & HOUSTON, PLLC
         227 West Trade Street, Suite 1800
         Charlotte, NC 28202
         Tel: (704) 944-6560
         E-mail: ahouston@mwhattorneys.com

Attorneys for the Bank of America can be reached at:

         D. Kyle Deak, Esq.
         TROUTMAN SANDERS LLP
         434 Fayetteville Street, Suite 1900
         Raleigh, NC 27601
         Tel: (919) 835-4133
         E-mail: kyle.deak@troutmansanders.com

              - and -

         Jason J. DeJonker, Esq.
         SEYFARTH SHAW LLP
         131 South Dearborn Street, Suite 2400
         Chicago, IL 60603-5577
         Tel: (312) 460-5220
         E-mail: jdejonker@seyfarth.com

                          About MW Group

Charlotte, North Carolina-based MW Group LLC filed for Chapter 11
bankruptcy (Bankr. W.D.N.C. Case No. 11-32674) on Oct. 21, 2011.
The Debtor scheduled assets of $10.32 million and liabilities of
$8.42 million.  Donald R. James signed the petition as manager.

The Debtor's assets consist of 36.5 acres of vacant land, 48 condo
units for rent, and 200 apartments known as Weyland and Weyland
II, located in Charlotte, Mecklenburg County, North Carolina.

No official committee of unsecured creditors has been appointed in
the case.


NEVADA ROYALE: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Nevada Royale, LLC
        P.O. Box 11224
        Zephyr Cove, NV 89448

Bankruptcy Case No.: 13-51296

Chapter 11 Petition Date: June 28, 2013

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Bruce T. Beesley

Debtor's Counsel: Ryan J. Works, Esq.
                  MCDONALD CARANO WILSON LLP
                  2300 W. Sahara Ave., Suite 1200
                  Las Vegas, NV 89102
                  Tel: (702) 873-4100
                  Fax: (702) 873-9966
                  E-mail: rworks@mcdonaldcarano.com

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

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

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

The petition was signed by Michael P. Taylor, managing member.


NEWPORT FURNITURE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Newport Furniture Company, Inc.
        1201 West Bankhead Street
        New Albany, MS 38652

Bankruptcy Case No.: 13-12650

Chapter 11 Petition Date: June 28, 2013

Court: United States Bankruptcy Court
       Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Stephen W. Rosenblatt, Esq.
                  BUTLER SNOW LAW FIRM
                  P.O. Box 6010
                  Ridgeland, MS 39158-6010
                  Tel: (601) 985-4504
                  Fax: (601) 985-4500
                  E-mail: steve.rosenblatt@butlersnow.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/msnb13-12650.pdf

The petition was signed by Gregory L. Maki, president/CEO.


NEXT 1 INTERACTIVE: Amends Fiscal 2013 Annual Report
----------------------------------------------------
Next 1 Interactive, Inc., has amendment its annual report on Form
10-K for the fiscal year ended Feb. 28, 2013, which was originally
filed on June 13, 2013, for the sole purpose of furnishing Exhibit
101 to the Form 10-K in accordance with Rule 405 of Regulation S-
T.  Exhibit 101 to this report provides the consolidated financial
statements and related notes from the Form 10-K formatted in XBRL
(eXtensible Business Reporting Language).  No other changes have
been made to the Original Filing.  A copy of the Amended Form 10-K
is available for free at http://is.gd/0NqaZZ

                      About Next 1 Interactive

Weston, Fla.-based Next 1 Interactive, Inc., is the parent company
of RRTV Network (formerly Resort & Residence TV), Next Trip -- its
travel division, and Next One Realty -- its real estate division.
The Company is positioning itself to emerge as a multi revenue
stream "Next Generation" media-company, representing the
convergence of TV, mobile devices and the Internet by providing
multiple platform dynamics for interactivity on TV, Video On
Demand (VOD) and web solutions.  The Company has worked with
multiple distributors beta testing its platforms as part of its
roll out of TV programming and VOD Networks.  The list of multi-
system operators the Company has worked with includes Comcast,
Cox, Time Warner and Direct TV.  At present the Company operates
the Home Tour Network through its minority owned/joint venture
real estate partner -- RealBiz Media.  As of July 17, 2012, the
Home Tour Network features over 4,300 home listings in four cities
on the Cox Communications network.

Next 1 Interactive disclosed a net loss attributable to the
Company of $4.19 million on $987,115 of total revenues for the
year ended Feb. 28, 2013, as compared with a net loss attributable
to the Company of $13.65 million on $1.29 million of total
revenues for the year ended Feb. 29, 2012.  As of Feb. 28, 2013,
the Company had $4.58 million in total assets, $13.70 million in
total liabilities and a $9.11 million total stockholders' deficit.

D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Feb. 28, 2013.  The independent auditors noted
that the Company has incurred losses of $4,233,102 for the year
ended Feb. 28, 2013, and the Company had an accumulated deficit of
$71,193,862 and a working capital deficit of $13,371,094 at
Feb. 28, 2013.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

                         Bankruptcy Warning

"If we continue to experience liquidity issues and are unable to
generate revenue, we may be unable to repay our outstanding debt
when due and may be forced to seek protection under the federal
bankruptcy laws."


NORTHWEST PARTNERS: Court Reinstates Plan Confirmation Order
------------------------------------------------------------
Judge Bruce T. Beesley of the U.S. Bankruptcy Court for the
District of Nevada entered an order vacating the order revoking
confirmation of the First Amended Plan of Reorganization of
Northwest Partners, d/b/a Austin Crest Apts, A Nevada Limited
Partnership, and reinstating, in full, the order confirming the
First Amended Plan.

The Federal Mortgage National Association ("Fannie Mae"), which
objected to the Debtors' motion to vacate the order revoking the
Plan Confirmation Order, will be entitled to file a motion seeking
attorneys' fees and costs for all matters associated with the
Reconsideration Motion and its Motion for order Requiring the
Debtor and its Counsel to Turn Over Fannie Mae's Cash Collateral.

In its objection, Fannie Mae argued that the revocation of the
Plan Confirmation Order resulted from the Debtor's failure to
comply with the Cash Collateral Order, which required the Debtor
to pay Fannie Mae more than $290,000 in "Cash Available for Debt
Service."  Instead, the Debtor ignored the express provisions of
the Cash Collateral Order, claiming that a stipulation entered
into as part of the confirmation process regarding the value of
the real property and the amount of Fannie Mae's claim relieved
the Debtor of the obligation to make monthly payments to Fannie
Mae, Robert R. Kinas, Esq. -- rkinas@swlaw.com -- at Snell &
Wilmer L.L.P., argued on behalf of Fannie Mae.

For at least three months, the Debtor impermissibly used Fannie
Mae's cash collateral, and chose to pay its attorneys' $50,000 and
its insiders $20,000 while, at the same time, withholding payment
from Fannie Mae, Mr. Kinas said.  As a result, Fannie Mae was
forced to incur thousands of dollars in attorneys' fees and costs
to get the Debtor to do what it was ordered to do and what it had
agreed it would do:  to comply with the terms of the Cash
Collateral Order, Mr. Kinas added.

The Court ruled that the amount of Fannie Mae's claim set forth in
the Confirmation Order will be adjusted by the payments made by
the Debtor after January 16, 2013, pursuant to the Stipulation and
Order for Use of Cash Collateral.

Blakeley E. Griffith, Esq. -- bgriffith@swlaw.com -- Nathan G.
Kanute, Esq. -- nkanute@swlaw.com -- and Charles E. Gianelloni,
Esq. -- cgianelloni@swlaw.com -- at Snell & Wilmer L.L.P., and
Daniel H. Slate, Esq., at Buchalter Nemer, P.C., also argued for
Fannie Mae.

Alan R. Smith, Esq., at Alan R. Smith Law Offices, argued for the
Debtor.

                     About Northwest Partners

Northwest Partners owns the 268-unit Austin Crest Apartment in
Northwest Reno, Nevada.  It filed for Chapter 11 bankruptcy
(Bankr. D. Nev. Case No. 11-53528) on Nov. 17, 2011.  Judge Bruce
T. Beesley oversees the case.  The Debtor scheduled $13,513,361 in
assets and $14,135,158 in liabilities.  The petition was signed by
Robert F. Nielsen, president of IDN I, the Debtor's general
partner.

Alan R. Smith, Esq., at the Law Offices of Alan R. Smith, in Reno,
Nev., represents the Debtor as counsel.  Attorneys at Snell &
Wilmer L.L.P., in Las Vegas, Nev., represent Fannie Mae as
counsel.

Under a Plan filed in the case, the Debtor will continue to
operate its business of leasing its property post-confirmation.
The income generated will be used to fund the Plan.  The equity
owners of the Debtor will contribute funds as are necessary to
implement the Plan.


OCEAN 4660: Sec. 341 Creditors' Meeting Continued to July 9
-----------------------------------------------------------
The U.S. Trustee for Region 3 has continued the meeting of
creditors pursuant to 11 U.S.C. 341(a) in the Chapter 11 case of
Ocean 4660, LLC, to July 9, 2013, at 11:00 a.m.  The meeting will
be held at 51 SW First Ave Room 1021, Miami.

                         About Ocean 4660

Ocean 4660, LLC, owner of a beachfront property operated as the
Lauderdale Beachside Hotel in Lauderdale-by-the-Sea, Florida,
filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-23165)
in its hometown on June 2, 2013.  Rick Barreca signed the petition
as chief restructuring officer.  The Debtor estimated assets and
debts of at least $10 million.  Judge John K. Olson presides over
the case.

John H. Genovese, Esq., at Genovese Joblove & Battista, P.A.,
serves as the Debtor's counsel.  RKJ Hotel Management, LLC, serves
as hotel manager and RKJ's Rick Barreca has been tapped as the
chief restructuring officer.

The Lauderdale Beachside Hotel features a beach-front location,
two five-story interior corridor buildings (east and west), 147
guest rooms, a beach front tiki bar and grill, a large adjoining
restaurant and commercial kitchen space and on-site parking.
The restaurant space and the tiki bar and grill are unoccupied.
The occupancy rates have generally been between 40 percent and 70
percent occupancy.  Room rates are $40 to $80 per night.


OCEAN 4660: Files Schedules of Assets and Liabilities
-----------------------------------------------------
OCEAN 4660, LLC, filed with the U.S. Bankruptcy Court for the
Southern District of Florida its schedules of assets and
liabilities, disclosing:

     Name of Schedule              Assets          Liabilities
     ----------------            -----------       -----------
  A. Real Property               $14,925,000
  B. Personal Property               837,871
  C. Property Claimed as
     Exempt
  D. Creditors Holding                             $16,475,428
     Secured Claims
  E. Creditors Holding                                       0
     Unsecured Priority
     Claims
  F. Creditors Holding                                 112,251
     Unsecured Non-priority
     Claims
                                 -----------       -----------
        TOTAL                    $15,762,871        16,587,678

                        About Ocean 4660

Ocean 4660, LLC, owner of a beachfront property operated as the
Lauderdale Beachside Hotel in Lauderdale-by-the-Sea, Florida,
filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-23165)
in its hometown on June 2, 2013.  Rick Barreca signed the petition
as chief restructuring officer.  The Debtor estimated assets and
debts of at least $10 million.  Judge John K. Olson presides over
the case.

John H. Genovese, Esq., at Genovese Joblove & Battista, P.A.,
serves as the Debtor's counsel.  RKJ Hotel Management, LLC, serves
as hotel manager and RKJ's Rick Barreca has been tapped as the
chief restructuring officer.

The Lauderdale Beachside Hotel features a beach-front location,
two five-story interior corridor buildings (east and west), 147
guest rooms, a beach front tiki bar and grill, a large adjoining
restaurant and commercial kitchen space and on-site parking.
The restaurant space and the tiki bar and grill are unoccupied.
The occupancy rates have generally been between 40 percent and 70
percent occupancy.  Room rates are $40 to $80 per night.


ORCHARD SUPPLY: Auction Plan Chills Competition, Lender Says
------------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that a major creditor
in Orchard Supply Hardware Stores Corp.'s bankruptcy case took
issue with the company's plan to sell the bulk of its stores with
Lowe's Home Improvement LLC as a $205 million stalking horse
bidder, arguing the auction's minimum overbid is too high and may
chill competitive bidding.

According to the report, the objection came from Gleacher Products
Corp., which led a group that Orchard owed $129 million under a
senior secured term loan as of its Chapter 11 filing date.

                       About Orchard Supply

San Jose, Cal.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  It was spun off from Sears Holdings
Corp. in 2012.

Orchard Supply and two affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11565) on June 16 to facilitate a
restructuring of the company's balance sheet and a sale of its
assets for $205 million in cash to Lowe's Companies, Inc., absent
higher and better offers.  In addition to the $205 million cash,
Lowe's has agreed to assume payables owed to nearly all of
Orchard's supplier partners.

Bankruptcy Judge Christopher S. Sontchi oversees the case.
Michael W. Fox signed the petitions as senior vice president and
general counsel.  The Debtors disclosed total assets of
$441,028,000 and total debts of $480,144,000.

Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and
Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago,
Illinois, are the Debtors' counsel.  Moelis & Company LLC serves
as the Debtors' investment banker.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  A&G Realty Partners, LLC,
serves as the Debtors' real estate advisors.  BMC Group Inc. is
the Debtors' claims and noticing agent.


ORCKIT COMMUNICATIONS: Holders OK Retirement of Notes
-----------------------------------------------------
The trustee of Orckit Communications Ltd.'s Series A convertible
notes and the trustee of the Company's Series B convertible notes
notified the Company that the holders of those notes have
unanimously approved the proposed plan of arrangement which
contemplates the retirement of those notes, among other things.

Orckit filed a petition with the District Court of Tel Aviv-Jaffa
regarding a proposed plan of arrangement with the holders of
Orckit's Series A notes and Series B notes under Section 350 of
the Israeli Companies Law, 5759-1999.  As of June 1, 2013, the
outstanding debt of the Notes was NIS 59.4 million (approximately
$16.5 million).  On June 20, 2013, the Court granted permission to
the Company to convene meetings of the Company's Note Holders and
shareholders to vote upon the Arrangement.

In exchange for the Notes and the full retirement thereof, the
Note Holders would receive a cash payment in the aggregate amount
of $7 million, which payment will be made in New Israeli Shekels,
based on the most recent representative rate of exchange published
by the Bank of Israel prior to the payment date.

The outstanding debt under the Notes, after the payment $7 million
cash would be exchanged for Ordinary Shares of Orckit at the price
of $0.52 per share.

The Note Holders would receive, together with each of Orckit's
Ordinary Shares, two warrants, each exercisable for one Ordinary
Share at the price of $0.52 per share, for a period of four years.

Meanwhile, on June 30, 2013, the Company exercised its right to
redeem $0.7 million aggregate principal amount of the senior
secured notes issued to two funds managed by Hudson Bay Capital
Management on March 18, 2013, thereby redeeming those notes in
their entirety without penalty.

                            About Orckit

Tel-Aviv, Israel-based Orckit Communications Ltd. (TASE: ORCT)
engages in the design, development, manufacture and marketing of
advanced telecom equipment to telecommunication service providers
in metropolitan areas.  The Company's products are transport
telecommunication equipment targeting high capacity packetized
metropolitan networks.

ORCKIT Communications disclosed a net loss of $6.46 million on
$11.19 million of revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $17.38 million on $15.58 million of
revenues for the year ended Dec. 31, 2011.  The Company's balance
sheet at March 31, 2013, showed US$14.93 million in total assets,
US$25.28 million in total liabilities and a US$10.35 million total
capital deficiency.

Kesselman & Kesselman, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has a
capital deficiency, recurring losses, negative cash flows from
operating activities and has significant future commitments to
repay its convertible subordinated notes.  These facts raise
substantial doubt as to the Company's ability to continue as a
going concern.


PARKLAND IV: Case Summary & 8 Unsecured Creditors
-------------------------------------------------
Debtor: Parkland IV, LLC
        3217 W. Potomac
        Chicago, IL 60651

Bankruptcy Case No.: 13-26018

Chapter 11 Petition Date: June 25, 2013

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: A. Benjamin Goldgar

Debtor's Counsel: Michael V. Ohlman, Esq.
                  MICHAEL V. OHLMAN, P.C.
                  308 West Erie, Suite 300
                  Chicago, IL 60654
                  Tel: (312) 626-2275
                  E-mail: mvohlman@ohlmanlaw.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ilnb13-26018.pdf

The petition was signed by James Brettner, president.


PATRIOT COAL: Hiring Gordon & Gordon as Special Counsel
-------------------------------------------------------
Patriot Coal Corporation, et al., ask the U.S. Bankruptcy Court
for the Eastern District of Missouri for authorization to employ
Gordon & Gordon, P.S.C., as special land transaction and land
litigation counsel for trfor the Debtors effective Aug. 1, 2013.

The Debtors anticipate that Gordon & Gordon will render, among
others, the following professional services:

a. prepare, on behalf of the Debtors in support of Debtors' coal
and land development activities in Kentucky, all necessary and
appropriate surface and coal deeds, leases and subleases, purchase
and lease options, lease assignments, land purchase contracts,
coal conveyor beltline and power transmission line easements and
right-of-way agreements, and land use agreements, together with
any complaints, petitions, motions, proposed orders, other
pleadings, notices and other documents in connection with certain
land related litigation and administrative proceeding in Kentucky
(the "Retained Matters");

b. advise and assist the Debtors in connection with or concerning
the Retained Matters including without limitation the performance
of title examinations and lien searches and the submission to
Debtors of title opinion certification letters and reports; and

c. perform all other necessary or appropriate legal services in
connection with or concerning the Retained Matters, including,
without limitation, representation of the Debtors in land related
litigation and administrative proceedings in Kentucky.

Gordon & Gordon's hourly billing rates for the Retained Matters
are $150 to $180 per hour for professionals and $70 to $85 per
hour for paraprofessionals, which may change from time to time
in accordance with Gordon & Gordon's established billing practices
and procedures.

To the best of the Debtors' knowledge, information, and belief,
Gordon & Gordon represents no interest or holds any interest
adverse to the Debtors or their estates with respect to the
Retained Matters on which Gordon & Gordon is to be employed
consistent with Section 327(e) of the Bankruptcy Code.

The application is scheduled for hearing on July 23, 2013, at
10:00 a.m.  The objection deadline is July 16, 2013 at 4:00 p.m.

                       About Patriot Coal

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

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

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

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

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


PATRIOT COAL: Hiring Veritas Consulting as Special Counsel
----------------------------------------------------------
Patriot Coal Corporation, et al., ask the U.S. Bankruptcy Court
for the Eastern District of Missouri for authorization to employ
Veritas Consulting, LLC, as special counsel or regulatory and
related matters effective Aug. 15, 2013.

The Debtors anticipate that Veritas will render, among others, the
following professional services:

a. monitor and assist compliance with all court orders and consent
decrees related to pending selenium litigation (including but not
limited to liaison with plaintiff environmental activists, the
court-appointed Special Master and federal and state regulatory
agencies), develop selenium treatment and compliance strategies,
and advise and counsel the Debtors on certain other issues related
to environmental compliance and permitting (the "Retained
Matters"); and

b. perform all other necessary or appropriate services in
connection with the Retained Matters.

Veritas intends to (a) charge for its legal services in connection
with the Retained Matters on a flat-fee monthly basis at a rate of
$33,333.33 per month.
To the best of the Debtors' knowledge, information, and belief,
Veritas represents no interest or holds any interest adverse to
the Debtors or their estates with respect to the Retained Matters
on which Veritas is to be employed consistent with Section 327(e)
of the Bankruptcy Code.

The application is scheduled for hearing on July 23, 2013, at
10:00 a.m.  The objection deadline is July 16, 2013 at 4:00 p.m.

                       About Patriot Coal

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

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

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

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

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


PATRIOT COAL: Close to Deal With Miners Union
---------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that Patriot Coal Corp.
said that it has made "substantial progress" toward a deal with
its miners' union on a slate of benefit cuts and wage reductions,
which it contends are necessary to return the company to
profitability and escape bankruptcy.

According to the report, last month, a Missouri bankruptcy judge
cleared Patriot to reject its contract with the United Mine
Workers of America and impose the cuts unilaterally.  Patriot
began carrying out wage and benefit changes for active employees
on Monday, the report said.

                       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.


PMI GROUP: Appoints New Chief Executive Officer
-----------------------------------------------
The employment agreement between The PMI Group, Inc., and Stephen
Smith, its chief executive officer, president, and chief operating
officer, expired on June 30, 2013, and was not being extended or
renewed, and Mr. Smith ceased to be CEO, president, and COO of TPG
as of that date.

The board of directors of TPG appointed David W. Prager as Chief
Executive Officer and Matthew Flynn as Vice President of TPG, in
each case effective as of July 1, 2013.  Mr. Prager and Mr. Flynn
are financial and restructuring professionals at Goldin
Associates, LLC, a transaction and restructuring advisory firm
that has been providing restructuring consulting services to TPG
during its bankruptcy proceeding.  The engagement letter between
TPG and Goldin, dated Oct. 28, 2011, will continue to control the
relationship between TPG and Goldin, and Mr. Prager and Mr. Flynn
will not receive new or additional compensation from TPG in
connection with their service as officers.  Mr. Prager and Mr.
Flynn will serve as officers at the pleasure, and under the
direction, of TPG's board of directors.

Mr. Prager, age 35, is a Managing Director at Goldin, which he
joined in March 2002.  Since October 2011, Mr. Prager has served
as TPG's lead restructuring consultant.  From November 2008 to May
2010, Mr. Prager served as interim principal financial officer and
restructuring advisor to Syncora Holdings Ltd., a monoline
financial guarantor.  There have been no related party
transactions between TPG and Mr. Prager, nor are there any family
relationships between TPG's directors or officers and Mr. Prager.

Mr. Flynn, age 35, is a Director at Goldin, which he joined in
December 2008.  From February 2009 to June 2010, Mr. Flynn served
as an interim manager at Young Broadcasting Inc., a television
broadcaster, during that company's bankruptcy proceedings and was
responsible for managing its business operations and restructuring
process.  Immediately preceding his employment at Goldin, Mr.
Flynn was employed as an investment banker at Barclays Capital
Inc.  There have been no related party transactions between TPG
and Mr. Flynn, nor are there any family relationships between
TPG's directors or officers and Mr. Flynn.

                        About The PMI Group

The PMI Group, Inc., is an insurance holding company whose stock
had, until Oct. 21, 2011, been publicly-traded on the New York
Stock Exchange.  Through its principal regulated subsidiary, PMI
Mortgage Insurance Co., and its affiliated companies, the Debtor
provides residential mortgage insurance in the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.

The Official Committee of Unsecured Creditors appointed in the
case retained Morrison & Foerster LLP and Womble Carlyle Sandridge
& Rice, LLP, as bankruptcy co-counsel.  Peter J. Solomon Company
serves as the Committee's financial advisor.

The Plan provides that, generally, each holder of an allowed
secured claim will be paid in full in cash.  The Debtor did not
schedule any claims as secured claims, but notes that
approximately $129,000 in fixed amount has been asserted on an
aggregate basis in proofs of claim filed against it, all subject
to review and possible objection.

As reported by the TCR on June 12, 2013, the Court has approved
the disclosure statement explaining PMI Group, Inc.'s plan of
reorganization and scheduled the confirmation hearing for July 18,
2013, at 11:00 a.m. (Prevailing Eastern Time).


PRIME PROPERTIES: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Prime Properties of New York, Inc.
        P.O. Box 1263
        Grand Central Station
        New York, NY 10163

Bankruptcy Case No.: 13-44020

Chapter 11 Petition Date: June 28, 2013

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

Judge: Carla E. Craig

Debtor's Counsel: M. David Graubard, Esq.
                  KERA & GRAUBARD
                  240 Madison Avenue, 7th Floor
                  New York, NY 10016
                  Tel: (212) 681-1600
                  Fax: (212) 681-1601
                  E-mail: dgraubard@keragraubard.com

Scheduled Assets: $12,000,000

Scheduled Liabilities: $8,500,000

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

The petition was signed by Nick Gordon, vice president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
234 8th St. Corp.                     13-42244            04/17/13


PROMMIS HOLDINGS: Sec. 341 Creditors' Meeting Continued Sine Die
----------------------------------------------------------------
The United States Trustee disclosed that the meeting of creditors
under 11 U.S.C. Sec. 341(a) in the Chapter 11 case of Prommis
Holdings, LLC, et al., has been continued to a date "to be
determined" pending filing of the schedules and statements for the
EC Debtors.

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

                    About Prommis Holdings

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

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

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


QUICKSILVER RESOURCES: EVP and General Counsel Quits
----------------------------------------------------
John C. Cirone notified Quicksilver Resources Inc. of his
intention to retire as its Executive Vice President, General
Counsel and Secretary effective as of July 17, 2013.  Because Mr.
Cirone satisfies the retirement eligibility criteria under the
terms of the equity awards granted to him under Quicksilver's 2006
Equity Plan, upon his retirement, his outstanding restricted stock
units and stock options will become fully vested and his stock
options will remain exercisable for the shorter of five years
following the date of his retirement or the option's original
term.

                         About Quicksilver

Quicksilver Resources Inc. is an exploration and production
company engaged in the development and production of long-lived
natural gas and oil properties onshore North America.  Based in
Fort Worth, Texas, the company is widely recognized as a leader in
the development and production from unconventional reservoirs
including shale gas, and coal bed methane.  Following more than 30
years of operating as a private company, Quicksilver became public
in 1999 and is listed on the New York Stock Exchange under the
ticker symbol KWK.  The company has U.S. offices in Fort Worth,
Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig,
Colorado and Cut Bank, Montana.  The Company's Canadian
subsidiary, Quicksilver Resources Canada Inc., is headquartered in
Calgary, Alberta.

                            *   *    *

As reported by the TCR on June 17, 2013, Moody's Investors Service
downgraded Quicksilver Resources Inc.'s Corporate Family Rating to
Caa1 from B3.  "This rating action is reflective of Quicksilver's
revised recapitalization plan," stated Michael Somogyi, Moody's
Vice President and Senior Analyst.  "Quicksilver's inability to
complete its recapitalization plan as proposed elevates near-term
refinancing risk given its weak operating profile and raises
concerns over the sustainability of the company's capital
structure."

In the June 27, 2013, edition of the TCR, Standard & Poor's
Ratings Services said it lowered its corporate credit rating on
Fort Worth, Texas-based Quicksilver Resources Inc. to 'CCC+' from
'B-'.  "We lowered our corporate credit rating on Quicksilver
Resources because we do not believe the company will be able to
remedy its unsustainable leverage," said Standard & Poor's credit
analyst Carin Dehne-Kiley.


RAPID AMERICAN: Seeks Further Extension of Plan Filing Deadline
---------------------------------------------------------------
Rapid-American Corporation asks the U.S. Bankruptcy Court for the
Southern District of New York to extend its exclusive plan filing
period through and including Nov. 4, 2013, and its exclusive
solicitation period through and including Jan. 3, 2014.

According to the Debtor, the additional time will allow it to
evaluate and discuss potential structures of a reorganization plan
with the Official Committee of Unsecured Creditors and other
parties-in-interest, such as its insurers.  The Debtor asserts
that an extension of its exclusive periods will not prejudice any
party-in-interest or cause material delay in its Chapter 11 case.

A hearing on the request will be on July 2, 2013, at 10:00 a.m.
(prevailing Eastern Time).

Chrystal A. Puleo, Esq. -- cpuleo@reedsmith.com -- at REED SMITH
LLP, in New York, and Paul M. Singer, Esq. --
psinger@reedsmith.com -- at REED SMITH LLP, in Pittsburgh,
Pennsylvania, represent the Debtor.

                    About Rapid-American Corp.

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

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

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

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

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


RG STEEL: Caruso Gets Approval to Serve as Substitute for RGSW
--------------------------------------------------------------
U.S. Bankruptcy Judge Kevin Carey authorized RG Steel Chief
Financial Officer Richard Caruso to act on behalf of RG Steel
Wheeling LLC in order to direct PNC Bank N.A. to return the funds
held in trust by the bank.

Judge Carey ordered RG Steel to maintain any distribution of or
proceeds from the trust assets in an escrow account, subject to,
among other things, an agreement with Wilmington Trust or another
escrow agent which provides that the proceeds will be released
upon entry of a final order directing the manner of distribution
of the proceeds.

A group of trust beneficiaries led by Richard Carter previously
filed an objection, saying the steel maker made no contributions
to the trust, and "has no authority to act in any respect with the
trust."  The group expressed concern the funds would be used to
pay RG Steel's secured creditors.

In response, RG Steel argued it only wanted confirmation from the
bankruptcy court that Mr. Caruso is authorized to act on behalf of
the company so that it can comply with its obligations under a
trust agreement.  The company also said it has offered to have the
funds placed in an escrow account to be held for distribution to
its general unsecured creditors, or as otherwise agreed to by
the unsecured creditors' committee.

RG Steel Wheeling, as successor to Wheeling-Pittsburgh Steel
Corp., is a party to a 1990 agreement between WPSC and PNC Bank
N.A.  The companies signed the agreement to establish the trust to
hold and distribute funds held in connection with WPSC's employee
benefit plans.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture
LLC, sought bankruptcy protection (Bankr. D. Del. Lead Case No.
12-11661) on May 31, 2012.  Bankruptcy was precipitated by
liquidity shortfall and a dispute with Mountain State Carbon, LLC,
and a Severstal affiliate, that restricted the shipment of coke
used in the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of
the Wheeling Corrugating division to Nucor Corp. brought in
$7 million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


RG STEEL: EPA Supports Approval of $19.8-Mil. Claims Settlement
---------------------------------------------------------------
The U.S. Environmental Protection Agency expressed support for
court approval of RG Steel LLC's proposed settlement of the claims
asserted by the agency.

EPA said the agreement would resolve all of its claims for civil
penalties against RG Steel's affiliates, and avoids the need for
protracted and expensive litigation.

As reported by the Troubled Company Reporter on May 20, 2013, RG
Steel filed a motion to settle the claims, which stemmed from the
steel makers' alleged violation of U.S. environmental protection
laws.

Under the deal, the agency can assert a general unsecured claim
against each of RG Steel's affiliates: RG Steel Wheeling LLC, RG
Steel Warren LLC and RG Steel Sparrows Point LLC.  Together, the
claims assert more than $19.8 million.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture
LLC, sought bankruptcy protection (Bankr. D. Del. Lead Case No.
12-11661) on May 31, 2012.  Bankruptcy was precipitated by
liquidity shortfall and a dispute with Mountain State Carbon, LLC,
and a Severstal affiliate, that restricted the shipment of coke
used in the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of
the Wheeling Corrugating division to Nucor Corp. brought in
$7 million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


RICHMOND VALLEY: Updated Case Summary & Creditors' Lists
--------------------------------------------------------
Lead Debtor: Richmond Valley Plaza LLC
             3700 Richmond Avenue
             Staten Island, NY 10312

Bankruptcy Case No.: 13-44040

Chapter 11 Petition Date: June 28, 2013

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

Judge: Carla E. Craig

Debtors' Counsel: Yann Geron, Esq.
                  FOX ROTHSCHILD LLP
                  100 Park Avenue
                  New York, NY 10017
                  Tel: (212) 878-7900
                  Fax: (212) 692-0940
                  E-mail: ygeron@foxrothschild.com

Scheduled Assets: $8,400,000

Scheduled Liabilities: $6,517,934

Affiliates that simultaneously filed separate Chapter 11
petitions:

   Debtor                              Case No.
   ------                              --------
A.E.T. Realty Holding Corp.            13-44043
  Assets: $8,400,006
  Debts: $6,417,779
E.B. Realty Holding Corp               13-44047
  Assets: $8,400,010
  Debts: $6,379,821

The petitions were signed by John Noce, manager.

A. A copy of Richmond Valley Plaza's list of its eight unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/nyeb13-44040.pdf

B. A copy of A.E.T. Realty Holding's list of its four unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/nyeb13-44043.pdf

C. A copy of E.B. Realty Holding's list of its two unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/nyeb13-44047.pdf


RITE AID: Completes Debt Refinancing Transactions
-------------------------------------------------
Rite Aid Corporation completed its debt refinancing transactions
that extend the maturity of a portion of its outstanding
indebtedness and lowers interest expense.  The completed
refinancing transactions consisted of a cash tender offer for any
and all of Rite Aid's $810 million aggregate principal amount of
9.5 percent senior notes due 2017 that is being funded with the
proceeds of Rite Aid's offering of $810 aggregate principal amount
of 6.75 percent senior notes due 2021, together with available
cash or borrowings under Rite Aid's revolving credit facility.

As part of the tender offer, Rite Aid solicited consents for
amendments that would eliminate or modify certain covenants,
events of default and other provisions contained in the indenture
governing the 9.5 percent notes.  Rite Aid has received the
requisite consents to execute a supplemental indenture to effect
the proposed amendments.

As of the consent payment deadline at 5 p.m., Eastern Time, on
July 1, 2013, approximately $739.6 million aggregate principal
amount of the 9.5 percent notes were tendered (representing
approximately 91.31 percent of the outstanding 9.5 percent notes).
Rite Aid has exercised its option to accept for payment and settle
the tender offer with respect to all of the 9.5 percent notes that
were validly tendered at, or prior to, the consent payment
deadline upon which the supplemental indenture implementing the
proposed amendments became effective.  Settlement of the purchase
of these 9.5 percent notes occurred today, July 2, 2013.

The tender offer will expire at midnight, Eastern Time, on
July 16, 2013, unless the tender offer is extended or earlier
terminated.  Although Rite Aid has called the 9.5 percent notes
that remain outstanding following the tender offer for redemption,
holders of those 9.5 percent notes may still validly tender their
9.5 percent notes prior to the expiration date.

Rite Aid also delivered notice that it had called for redemption
all of the 9.5 percent notes that remain outstanding following
consummation of the tender offer.  The 9.5 percent notes that
remain outstanding will be redeemed at a price equal to 103.167
percent of their face amount, plus accrued and unpaid interest to,
but not including, the date of redemption.  Redemption of the
remaining 9.5 percent notes will occur on Aug. 1, 2013.

                       About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is
one of the nation's leading drugstore chains with 4,626 stores in
31 states and the District of Columbia.

Rite Aid disclosed net income of $118.10 million on $25.39 billion
of revenue for the year ended March 2, 2013, as compared with a
net loss of $368.57 million on $26.12 billion of revenue for the
year ended March 2, 2012.  The Company's balance sheet at March 2,
2013, showed $7.07 billion in total assets, $9.53 billion in total
liabilities and a $2.45 billion total stockholders' deficit.

                           *     *     *

As reported by the TCR on March 1, 2013, Moody's Investors Service
upgraded Rite Aid Corporation's Corporate Family Rating to B3 from
Caa1 and Probability of Default Rating to B3-PD from Caa1-PD.  At
the same time, the Speculative Grade Liquidity rating was revised
to SGL-2 from SGL-3.  This rating action concludes the review for
upgrade initiated on Feb. 4, 2013.

Rite Aid carries a 'B-' corporate credit rating from Standard &
Poor's Ratings Services.


ROAD ISLAND: Case Summary & Unsecured Creditor
----------------------------------------------
Debtor: Road Island Petroleum, Inc.
        1691 East Main St.
        Brawley, CA 92227

Bankruptcy Case No.: 13-06673

Chapter 11 Petition Date: June 28, 2013

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

Judge: Margaret M. Mann

Debtor's Counsel: David L. Speckman, Esq.
                  SPECKMAN & ASSOCIATES
                  1350 Columbia Street, Suite 503
                  San Diego, CA 92101
                  Tel: (619) 696-5151
                  E-mail: speckmanandassociates@gmail.com

Scheduled Assets: $2,000,000

Scheduled Liabilities: $1,400,000

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Crown Financial, LLC      Bank Loan              $1,400,000
16420 Park Ten Place,
Ste. 125
Houston, TX 77084

The petition was signed by Arvin Hallak, president.


ROBLEX AVIATION: Case Summary & 11 Unsecured Creditors
------------------------------------------------------
Debtor: Roblex Aviation Inc.
        P.O. Box 6386
        Bayamon, PR 00960

Bankruptcy Case No.: 13-05196

Chapter 11 Petition Date: June 25, 2013

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Brian K. Tester

Debtor's Counsel: Maria Soledad Lozada Figueroa, Esq.
                  MS LOZADA LAW OFFICE
                  P.O. Box 9023888
                  San Juan, PR 00902
                  Tel: (787) 520 6002
                  Fax: (787) 520 6003
                  E-mail: lcdamslozada@gmail.com

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

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

A copy of the Company's list of its largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/prb13-05196.pdf

The petition was signed by Roberto E. Rodriguez Amadeo, president.


ROCKWELL MEDICAL: R. Chioini Had 8.2% Equity Stake at Jan. 5
------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Robert L. Chioini disclosed that, as of
Jan. 5, 2013, he beneficially owned 3,463,333 common shares of
Rockwell Medical, Inc., representing 8.2 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/CHPxaA

                          About Rockwell

Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom,
Michigan, is a fully-integrated biopharmaceutical company
targeting end-stage renal disease ("ESRD") and chronic kidney
disease ("CKD") with innovative products and services for the
treatment of iron deficiency, secondary hyperparathyroidism and
hemodialysis (also referred to as "HD" or "dialysis").

Rockwell's lead investigational drug is in late stage clinical
development for iron therapy treatment in CKD-HD patients.  It is
called Soluble Ferric Pyrophosphate ("SFP").  SFP delivers iron to
the bone marrow in a non-invasive, physiologic manner to
hemodialysis patients via dialysate during their regular dialysis
treatment.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, Plante & Moran, PLLC, in Clinton
Township, Michigan, expressed substantial doubt about Rockwell
Medical's ability to continue as a going concern, citing the
Company's recurring losses from operations, negative working
capital, and insufficient liquidity.

The Company reported a net loss of $54.0 million on $49.8 million
of sales in 2012, compared with a net loss of $21.4 million on
$49.0 million of sales in 2011.  The Company's balance sheet at
March 31, 2013, showed $18 million in total assets, $28.5 million
in total current liabilities, and a stockholders' deficit of $10.5
million.


ROCKWELL MEDICAL: T. Klema Held 3.9% Equity Stake at Jan. 5
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Thomas E. Klema disclosed that, as of Jan. 5,
2013, he beneficially owned 1,601,739 common shares of Rockwell
Medical, Inc., representing 3.9 percent of the shares outstanding.
A copy of the regulatory filing is available for free at:

                       http://is.gd/Z8Xko9

                          About Rockwell

Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom,
Michigan, is a fully-integrated biopharmaceutical company
targeting end-stage renal disease ("ESRD") and chronic kidney
disease ("CKD") with innovative products and services for the
treatment of iron deficiency, secondary hyperparathyroidism and
hemodialysis (also referred to as "HD" or "dialysis").

Rockwell's lead investigational drug is in late stage clinical
development for iron therapy treatment in CKD-HD patients.  It is
called Soluble Ferric Pyrophosphate ("SFP").  SFP delivers iron to
the bone marrow in a non-invasive, physiologic manner to
hemodialysis patients via dialysate during their regular dialysis
treatment.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, Plante & Moran, PLLC, in Clinton
Township, Michigan, expressed substantial doubt about Rockwell
Medical's ability to continue as a going concern, citing the
Company's recurring losses from operations, negative working
capital, and insufficient liquidity.

The Company reported a net loss of $54.0 million on $49.8 million
of sales in 2012, compared with a net loss of $21.4 million on
$49.0 million of sales in 2011.  The Company's balance sheet at
March 31, 2013, showed $18 million in total assets, $28.5 million
in total current liabilities, and a stockholders' deficit of $10.5
million.


RODEO CREEK: Seeks Dismissal of Chapter 11 Cases
------------------------------------------------
Rodeo Creek Gold, Inc., which has sold substantially all of its
assets, is seeking dismissal of its Chapter 11 case.

Rodeo Creek and its debtor-affiliates on May 20 closed the sale
to Waterton Global Mining Company, LLC.  The bid was comprised of
$15 million in cash and a certain "net profits interest" ("NPI")
entitling the Debtors to 15% of the net profits from the business
over a period of 9 years.

According to the Debtor, the sale, which properly undertaken in
accordance with the court approved bidding procedures, yielded
proceeds that were far less than initially anticipated and are
likely sufficient to pay in cash only the administrative expenses
of the Chapter 11 cases and other payments approved by the Court
in the final order approving the DIP financing.  The DIP lenders
and prepetition lenders, out of whose cash collateral such
payments will be made, will likely see minimal cash recovery and
will instead receive a "net profits royalty" interest in any
future profits of the Hollister mine.  Other than the general
unsecured creditor trust fund, no excess or unencumbered funds are
available to fund distributions to unsecured creditors.

The Final DIP order authorized a certain "waterfall" for the
distribution of sale proceeds.  This waterfall provided for the
establishment of the GUC Trust Fund, a $1 million fund for the
exclusive payment of allowed nonpriority unsecured claims.

Accordingly, the Debtors, Credit Suisse (agent for the DIP lenders
and secured lenders), and the statutory committee of unsecured
creditors agree that the best available option for all parties is
the Debtors' expeditious exit from bankruptcy protection.

The Debtors ask the Court to approve the distribution of the sale
proceeds in accordance with the waterfall.  Specifically, the
Debtors propose to:

        (i) pay the $11,661,117 of administrative claims in full;

       (ii) transfer that portion of the proceeds of the Agent's
            collateral necessary establish the GUC Trust Fund and
            any and all causes of action held by the Debtors'
            estates to a liquidation trust for the benefit of
            general unsecured creditors and the Agent; and

      (iii) transfer the NPI and any remaining cash to the Agent
            for distribution in accordance with the Waterfall.

In addition, to implement the Committee's settlement with the DIP
Agent, the Debtors will transfer these amounts from the proceeds
of the Agent's collateral to the Trust:

        (i) $1,000,000 to establish the GUC Trust Fund; and

       (ii) $293,500 on account of the essential vendor
            adjustment.

All of the estates' causes of action will also be assigned to the
Trust.

The liquidation trustee is to be selected by the Committee, and
its actions will be governed by a trust agreement.  The trust
agreement will provide that the $1,293,500 of the proceeds of the
Agent's collateral transferred to the Trust will be distributed
exclusively to the holders of general unsecured claims.

The trust agreement will also provide that the liquidation trustee
will effect the corporate wind-down of the Debtors, including the
filling of any necessary tax returns and dissolving the Debtors
under Nevada law. In order to fund such wind-down, the Debtors
will transfer $175,000 from the proceeds of the Agent's collateral
to the Trust.

All cash remaining after the satisfaction of the administrative
claims and the funding of the Trust will be disbursed to the Agent
as the proceeds of its collateral.

The Debtors noted that the sale order permitted San Juan Drilling,
Inc. to file a notice of lien on or before 45 days after the entry
of the sale order and thereby perfect an alleged mechanics lien on
the sale proceeds in excess of $1.9 million.  To date, however,
San Juan has not, made any such filing and thus has not perfected
any such lien.  The Debtors do not intend to distribute any
portion of the sale proceeds to San Juan, and the Debtors reserve
all rights to recover all amounts paid to date San Juan.

Counsel for the Debtors can be reached at:

         Jessica C.K Boelter
         Thomas A. Labuda, Jr.
         Matthew E. Linder
         SIDLEY AUSTIN LLP
         One South Dearborn Street
         Chicago, IL 60603
         Tel: (312)853-7000
         Fax: (312)853-7036

Nevada Counsel for Debtors can be reached at:

         Donald A. Lattin
         Christopher D. Jaime
         MAUPIN, COX & LEGOY, P.C.
         4785 Cauglin Parkway
         Reno, Nevada 89519
         Tel: (775) 827-2000
         Fax: (775)827-2185
         E-mail: dlattin@mclrenolaw.com
                 cjaime@mclrenolaw.com

                 About Rodeo Creek and Great Basin

Canada-based The Great Basin Gold Ltd and its subsidiaries are
engaged in the exploration, development, and operation of high-
quality gold properties.  The GBG Group's primary projects are a
trial mine and a recently constructed start-up mine, both of which
are located in rich gold-producing regions: the Hollister trial
mine in Nevada and the Burnstone start-up mine in South Africa.
The GBG Group also holds interests in early-stage mineral
prospects located in Canada and Mozambique.

On Sept. 18, 2012, the GBG Group's primary South African operating
subsidiary and owner of the Burnstone Start-up Mine, Southgold
Exploration (Pty) Ltd., commenced business rescue proceedings
under chapter 6 of the South African Companies Act, 2008.

On Sept. 19, 2012, Great Basin Gold Ltd., the ultimate parent
company, applied for protection from its creditors in Canada
pursuant to the Companies' Creditors Arrangement Act, R.S.C. 1985,
c. C-36 in the Supreme Court of British Columbia Vancouver
Registry.  GBG arranged -- and the U.S. debtors cross-guaranteed
-- DIP financing from Credit Suisse and Standard Chartered Bank in
the amount of $51 million, of which $10 million was made available
to the U.S. subsidiaries and $25 million for South Africa.

On Feb. 25, 2013, Rodeo Creek Gold Inc., which operates and owns
the Hollister Trial-Mine, along with other U.S. subsidiaries of
Great Basin, filed petitions for Chapter 11 protection (Bankr. D.
Nev. Case No. 13-50301), in Reno, Nevada, as cash ran out before
they could complete the sale of the mine.

Rodeo Creek estimated assets worth less than $100 million and debt
in excess of $100 million.  Credit Suisse is the agent under the
Debtors' secured prepetition credit facilities: (i) the Existing
Hollister Credit Facility, under which the Debtors had $52.5
million outstanding at the end of 2012 and (ii) the Canadian DIP
Facility, under which the Debtors had guaranteed $35 million
outstanding as of the Petition Date.  The Debtors also had
$13.5 million in outstanding trade debt, in addition to certain
intercompany obligations.

A three-member Official Committee of Unsecured Creditors, composed
of Quality Transportation Inc., Prometheus Energy Group, Inc., and
F & H Mine Supply, was appointed in the Debtors' Chapter 11 cases.
The Committee is represented by Pachulski Stang Ziehl & Jones LLP
as counsel, Armstrong Teasdale LLP as its local Nevada counsel,
and BDO Consulting as its financial advisor.


ROTECH HEALTHCARE: Investors Say Judge Erred by Nixing Berenson
---------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that Rotech Healthcare
Inc.'s equity committee urged a Delaware bankruptcy judge to
revisit his rejection of a move to hire Berenson & Co. LLC to
conduct a valuation of the debtor, saying the court misunderstood
the agreement and failed to consider key evidence.

According to the report, long at loggerheads with Rotech over the
debtors' contention that shareholders are out of the money by at
least $120 million, the equity committee lost its bid to bring in
its own financial expert.

                    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.


RVUE HOLDINGS: RubinBrown LLP Raises Going Concern Doubt
--------------------------------------------------------
rVue Holdings, Inc., filed on July 1, 2013, its annual report on
Form 10-K for the fiscal year ended Dec. 31, 2012.

RubinBrown LLP, in St. Louis, Missouri, expressed substantial
doubt about rVue Holdings' ability to continue as a going concern,
citing the Company's recurring losses and negative cash flows from
operations.

The Company reported a net loss of $3.8 million on $602,363 of
revenue in 2012, compared with a net loss of $3.6 million on
$643,483 of revenue in 2011.

The Company's balance sheet at March 31, 2013, showed $1.1 million
in total assets, $826,423 in total current liabilities, and
stockholders' equity of $286,495.

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

Franklin Park, Ill.-based rVue Holdings, Inc., is an advertising
technology company and operates rVue, a demand-side platform
("DSP") for planning, buying and managing Digital Place-Based
Networks and Digital Billboards and Signage (collectively "Digital
Out-of-Home" or "DOOH") advertising.  The Company provides media
services, including an online, internet based DSP that connects
advertisers and/or advertising agencies with third party DOOH
media or networks, that allows the advertiser to create a targeted
advertising campaign and media plan, and negotiate that media plan
simultaneously with all the third-party networks selected.


SABRE INDUSTRIES: Moody's Affirms 'B2' CFR; Outlook Stays Stable
----------------------------------------------------------------
Moody's Investors Service affirmed Sabre Industries, Inc.'s B2
Corporate Family and B2-PD Probability of Default ratings as well
as B1 ratings on its increased term loan and revolving credit
facilities.

The rating outlook remains stable for the manufacturer of
engineered towers and poles used in electrical power transmission
and distribution as well as wireless communication infrastructure
and provider of related services.

Ratings Rationale:

Sabre has recently agreed to purchase Midwest Underground
Technology, Inc., a provider of installation, modification,
maintenance and upgrade services to the wireless communication
industry. The transaction will be funded with a combination of
equity from an affiliate of Kohlberg & Company and a $33 million
increase to Sabre's existing term loan (new total, approximately
$158 million). A portion of those proceeds will also be used to
term-out borrowings under the company's revolving credit facility.
To support current and prospective higher working capital
requirements, Sabre will also increase the size of its revolving
credit facility by $20 million to $80 million.

MUTI will enhance Sabre's service capabilities with complementary
locations and further the company's strategy of building its
aftermarket revenue sources. This will serve to reduce exposure to
the more cyclical patterns of infrastructure spending in its end-
markets which have been experiencing favorable trends that should
continue over the rating horizon. The addition of MUTI will also
increase the share of Sabre's top-line earned in the wireless
communication to some 55%.

Nonetheless, Sabre has and will continue to experience negative
free cash flow. Over the last year, this was affected by
investment in capacity expansion but, in the next twelve months,
growth will require additional working capital and lead to
additional borrowings under the revolving credit facility. Thus,
despite the earnings and cash flow contributions that MUTI will
bring as well as the equity infusion from Kohlberg, leverage will
remain high.

Sabre's B2 CFR and PDR incorporate the company's modest revenue
base, financial leverage resident in its capital structure as well
as a track record of limited free cash flow generation. The
company's comparatively slim margins and high level of fixed
charges flowing from its debt burden and operating leases are
expected to produce relatively modest coverage ratios. Sabre is
one of the larger North American providers of poles, towers and
related storage shelters deployed in electric transmission &
distribution grids as well as wireless communication networks.
These sectors remain subject to cyclical developments but, in the
short-term, the company's backlog drives expectations of higher
revenue. Growth has required both incremental working capital and
investment in productive capacity, constraining prospects for free
cash flow. Over the next 12-18 months, incremental working capital
needs will require external financing. Free cash flow generation
is not expected until fiscal 2015. The project nature of the
business mix, dependence upon a relatively narrow set of
customers, and continued management of metal cost/price
developments can also add volatility to its results as will an
acquisition strategy that may involve further indebtedness.

The stable outlook anticipates that demand for Sabre's product and
service offerings will maintain revenues at fairly high levels
over the rating horizon. Similarly, those volumes should sustain
the company's margins. Working capital needs should moderate as
growth subsides in subsequent periods, allowing firmer prospects
for material free cash flow. Adequate liquidity is based upon
availability under an $80 million committed revolving credit
facility.

Lower ratings or a negative outlook could develop if debt/EBITDA
exceeded 6 times as a result of lower profitability or incurring
additional debt, EBITA/interest fell below 1.25 times or if free
cash flow remained negative as a result of factors beyond
currently anticipated capex and working capital. Developments that
could lead to stronger ratings or a positive outlook would include
lowering debt/EBITDA below 4 times combined with EBITA/interest
coverage materially above 2 times and free cash flow/debt
consistently above 5%.

Ratings affirmed with refreshed Loss Given Default Assessments:

  Corporate Family, B2

  Probability of Default, B2-PD

  $157.9 million secured term loan, B1 (LGD-3, 34%)

  $80 million secured revolving credit facility, B1 (LGD-3, 34%)

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

Sabre Industries, Inc., headquartered in Alvarado, TX,
manufactures towers, poles, shelters and related transmission
structures used in the wireless communications and electric
transmission and distribution industries. Annual revenues in
fiscal 2013 (April) were approximately $533 million.


SALON MEDIA: Appoints New Interim Chief Financial Officer
---------------------------------------------------------
The Board of Directors of the Salon Media Group, Inc., appointed
Ms. Elizabeth Hambrecht to serve as the Company's Interim Chief
Financial Officer, effective July 2, 2013.  Ms. Hambrecht replaces
Mr. D. Alex Fernandez, who had served as the Company's Interim
Chief Financial Officer since July 2012.  The Company has also
commenced a search for a new Chief Financial Officer.

Ms. Hambrecht served as a Director of the Company from 2003 to
2012, as well as Chief Executive Officer from September 2008 until
May 2009.  She also previously served as the Company's Chief
Executive Officer from February 2005 until September 2007 and was
the Company's President from October 2003 until September 2007.
From May 2003 through February 2005 she also served as the
Company's Chief Financial Officer and Secretary.  From 1999 to
March 2003, she was co-founder and Director of Asiacontent.com, an
online media company focused on Asian markets.  From 1997 to 2000
she was co-founder, Chief Financial Officer and Director of
Boom.com, a Hong Kong-based online stock trading company.  From
1992 to 1995 she was Executive Director at Goldman Sachs (Hong
Kong) Ltd.  From 1987 to 1992 she was Assistant Director at
Barings Securities (Hong Kong) Ltd.

Ms. Hambrecht holds a Bachelor of Arts degree in History from
Vassar College.  She currently sits on the Board of Trustees of
the San Francisco Friends School and has previously sat on the
Board of Trustees for KQED, a public broadcast company for
Northern California.  In her new role as Interim Chief Financial
Officer, Ms. Hambrecht's salary will be $100,000, effective
immediately.

                         About Salon Media

San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB)
-- http://www.Salon.com/-- is an online news and social
networking company and an Internet publishing pioneer.

For the 12 months ended March 31, 2013, the Company had a net loss
of $3.93 million on $3.64 million of net revenues, as compared
with a net loss of $4.09 million on $3.47 million of net revenues
for the same period a year ago.

As of March 31, 2013, the Company had $1.29 million in total
assets, $11.32 million in total liabilities and a $10.02 million
total stockholders' deficit.

Burr Pilger Mayer, Inc., in San Francisco, California, issued a
"going concern" qualification on the consolidated financial
statements for the fiscal year ended March 31, 2012.  The
independent auditors noted that the Company has suffered recurring
losses and negative cash flows from operations and has an
accumulated deficit of $112.5 million at March 31, 2012, which
raise substantial doubt about the Company's ability to continue as
a going concern.


SMART WORLDWIDE: S&P Lowers CCR to 'B' on Weak Performance
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Newark, Calif.-based SMART Worldwide Holdings Inc. and
its wholly owned subsidiary, SMART Modular Technologies (Global)
Inc., to 'B' from 'B+'.  The outlook is stable.

At the same time, S&P lowered its issue-level rating on the
company's senior secured term loan to 'B' (the same as the
corporate credit rating) from 'B+'.  The '4' recovery rating
remains unchanged and indicates S&P's expectations of average (30%
to 50%) recovery for lenders in the event of a payment default.

"The downgrade is based on sustained, elevated leverage in excess
of 5x, weaker-than-average DRAM [dynamic random access memory, a
type of memory chip in computers and other electronic products]
industry performance, slowing growth in Brazil, and lagging
progress on mobile DRAM [mDRAM] and flash memory initiatives,
which are the growing areas of memory demand," said Standard &
Poor's credit analyst Alfred Bonfantini.

The ratings on SMART Worldwide Holdings Inc. are based on the
company's "vulnerable" business risk profile and "highly
leveraged" financial risk profile under our criteria.  The
business risk profile assessment, which S&P revised from "weak,"
is characterized by the company's narrow scope of operations,
reliance on local content regulations in Brazil, extremely
volatile memory chip industry conditions, and high customer and
geographic concentrations.  The company's good position in the
Brazilian DRAM and specialty modules markets partly offset these
weaknesses.  S&P's financial risk profile assessment, which S&P
revised from "aggressive," incorporates leverage currently at
about 6x, as well as an ongoing tax dispute in Brazil, but also
positive free operating cash flow (FOCF), and FOCF to debt of over
10%.

The stable outlook reflects S&P's expectation that the company
will post revenue growth in the remaining two quarters of its
fiscal 2013, with flat to modestly positive growth in fiscal 2014.
S&P expects the company to maintain its EBITDA margin between 9%
to 11%, and thereby stem the recent rise in leverage and bring
leverage to the low-5x area.  The stable outlook also incorporates
S&P's expectation that the company will continue to generate
positive FOCF.

An upgrade is unlikely over the near term given S&P's business
risk assessment, current leverage levels, and its belief that the
company's financial sponsor ownership will preclude sustained
deleveraging over the intermediate-to-long term.

S&P could lower the ratings if the company's revenue and EBITDA
decline significantly, such that leverage increases to over 7x or
FOCF turns negative for a prolonged period.  S&P could also lower
the ratings if the company receives an adverse judgment in its tax
assessment dispute with Brazilian authorities that significantly
depleted its liquidity.


ST. VINCENT HOSPITAL: Moody's Affirms 'Ba2' Rating, Outlook Neg
---------------------------------------------------------------
Moody's Investors Service has affirmed the Ba2 rating assigned to
St. Vincent Hospital d/b/a St. Vincent Health Center, the primary
operating entity of St. Vincent Health System. The outlook remains
negative.

Ratings Rationale:

The affirmation of SVHS's Ba2 rating is solely attributable to
SVHS's affiliation with Highmark, the parent of Highmark Health
Services (rated Baa2 negative rating outlook), a multi-billion
dollar insurance company effective July 1, 2013 (debt to remain
separately obligated), which offers leverage with payers,
operational efficiencies and a material liquidity improvement from
a $20 million unrestricted cash payment from Highmark Health to
SVHS. Without the affiliation, the SVHS rating would have faced
downward pressure due to continued, material losses driven by
declining admissions and disruption in revenue cycle management.

The negative rating outlook reflects Moody's concern that even
with the larger parent, SVHS's Letter of Credit expiration date of
September 30, 2013 is approaching and operational efficiencies
from the Highmark affiliation have not been yet realized; a
decline in performance and intense competition continue to place
significant pressures on the credit.

Strengths

- Finalized deal effective July 1, 2013 gave ultimate control of
  SVHS to Highmark, the parent of Highmark Health, a $15.2
  billion system (debt to remain separate obligation of SVHS) and
  a combined $20 million cash payment materially strengthened
  balance sheet measures, which had dropped significantly during
  FY 2013. With the pro forma addition of cash onto the balance
  sheet of 11 months of FY 2013, days cash (excluding a $2.2
  million debt payment) improves to 92 days, from 72 days without
  the cash, and cash to debt improves to 68% from 53% without the
  cash. Deal also expands operational efficiencies and strategic
  options for SVHS.

- Significant market presence in a fifteen county primary service
  area (wide breadth of clinical services and Medicare Case Mix
  Index 1.82).

- Medical assistance modernization reimbursements in PA began in
  FY 2011, with net impact for SVHS approximately $5 million
  annually expected through FYE 2013.

Challenges

- Weak operating performance, following over 5 years of
  inconsistent results, with operating income loss through 11
  months FY 2013 of $9.0 million (-2.9% operating margin)
  following a loss of $5.2 million (-1.6% operating margin) in FY
  2012.

- SVHS has 54% variable debt exposure; Letter of Credit with M&T
  Bank as lead of syndicate on 2010B bonds expires September 30,
  2013, though remarketing risk is now mitigated to some extent
  by negotiating ability of ultimate parent Highmark.

- Competitive market which is intensifying with University of
  Pittsburgh Medical Center's acquisition of SVHS's competitor
  Hamot; SVHS's admissions declined by 17% in FY 2012. Admissions
  through 11 months FY 2013 fell an additional 6.7% compared to
  the same period a year prior.

- Sizable pension obligation, with unaudited pension liability
  growing to $102 million at May 2013 from $57 million the same
  period a year prior. The unfunded pension liability grew to
  $80.8 million in FY 2012 from $42.0 million in FY 2011, in part
  due to a drop in the discount rate to 3.96% in FY 2012 from
  5.52% in FY 2011.

- Modest service area demographics, with aging population and
  declining population over past 10 years.

- Though now at $83.4 million at pro forma May 2013 due to cash
  transfer from Highmark Health, unrestricted cash and
  investments had deteriorated to$ 65.6 million as a result of
  weak cashflow

Outlook:

The negative rating outlook reflects Moody's belief that SVHS
continued operational struggles in a highly competitive
marketplace and will take time to realize potential benefits of
its recent new parentage.

What could change the rating -- UPp

Sustained and material operating improvement resulting in
strengthened liquidity and debt measures; ability to successfully
implement turnaround plans and counteract declining market share.

What could change the rating -- DOWN

Negative rating pressure would result from inability to stabilize
and turn operating trajectory or cash decline; additional debt
without commensurate increase in cash flow and liquidity growth;
continued market share and volume loss.

The principal methodology used in this rating was Not-for-Profit
Healthcare Rating Methodology published in March 2012.


TRIPLE POINT: Moody's Hikes CFR to 'B3' Following Debt Reduction
----------------------------------------------------------------
Moody's Investors Service raised certain debt ratings of Triple
Point Group Holdings, Inc. following the announcement of a change
in its proposed capital structure.

The Corporate Family Rating and Probability of Default Rating were
changed to B3 and B3-PD from Caa1 and Caa1-PD, respectively. The
B2 ratings on the proposed senior secured first lien revolving
credit facility due 2018 and proposed senior secured first lien
term loan due 2020 and the Caa2 rating on the proposed senior
secured second lien term loan due 2021 were affirmed. The ratings
outlook remains stable.

The proceeds of the new term loans combined with new cash equity
and cash from the balance sheet will be used to fund the
acquisition of Triple Point by ION Investment Group, refinance
existing indebtedness and pay fees and expenses. The amount of
proposed term loans has been reduced by $50 million, while ION
Investment Group is increasing its equity contribution by an equal
amount.

Ratings Rationale:

The change to a B3 Corporate Family Rating reflects the lower
initial leverage and modestly improved free cash flow expected as
a result of the proposed reduction in debt financing. Moody's
expects over $190 million of revenues, about $60 million of EBITDA
and at least $30 million of free cash flow in 2013. EBITDA growth
and required term loan amortization will drive high initial pro-
forma debt to EBITDA of about 7.7 times down to about 6.5 times in
the next 12 to 18 months.

The stable ratings outlook reflects Moody's expectations for
ongoing growth in revenues, profitability and free cash flow. The
rating anticipates Triple Point will use free cash flow to fund
near-to-medium term acquisition activity. The ratings could be
upgraded if Triple Point reduces reliance upon software license
sales and customer concentration becomes less pronounced while
growing revenues, EBITDA and free cash flow , and Moody's
anticipates balanced financial policies. Higher ratings would be
possible if debt to EBITDA is expected to be maintained at about
5.5 times. A downgrade could occur if lower than currently
expected revenues, driven by increased customer attrition or lower
than expected software license sales, causes a reduction in
profits, or if free cash flow is applied to support more
shareholder-friendly financial policies. If Moody's expects debt
to EBITDA to remain above 7 times, or if free cash flow declines,
the ratings could be lowered.

Structural Considerations:

The first lien term loan is being reduced by $10 million and the
second lien term loan by $40 million. The higher reduction in the
junior ranking debt reduces loss absorption support to the senior
ranking debt, and drives the affirmation of debt instrument
ratings despite the upgrades to the CFR and PDR.

Upgrades:

Issuer: Triple Point Group Holdings, Inc.

  Corporate Family Rating, Upgraded to B3 from Caa1

  Probability of Default Rating, Upgraded to B3-PD from Caa1-PD

Affirmations:

Issuer: Triple Point Group Holdings, Inc.

  Senior Secured First Lien Revolving Credit Facility, Affirmed
  B2 (LGD3, 35% from LGD3, 30 %)

  Senior Secured First Lien Term Loan, Affirmed B2 (LGD3, 35%
  from LGD3, 30 %)

  Senior Secured Second Lien Term Loan, Affirmed Caa2 (LGD5, 88%
  from LGD5, 82%)

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

Triple Point provides procurement, processing, risk assessment and
decision support software solutions to companies and trading firms
which deal with various commodities and related derivatives,
primarily whose business operations are exposed to price or
regulatory risks related to physical commodities. The company is
being purchased by an indirect subsidiary of ION Investment Group.


TWIN DEVELOPMENT: Claims Bar Date Set for Aug. 30
-------------------------------------------------
The claims deadline in the bankruptcy case of Twin Development,
LLC is Aug. 8, 2013, according to a modified order entered by the
bankruptcy judge on June 28.

Twin Development, LLC, filed a Chapter 11 petition (Bankr. S.D.
Cal. Case No. 13-02719) on March 19, 2013.  The petition was
signed by Wallace Benwart as manager.  The Debtor scheduled assets
of $55,800,000 and scheduled liabilities $38,027,600.


VINTAGE CONDOMINIUMS: Court Sets Sept. 15 as Claims Bar Date
------------------------------------------------------------
Creditors of Vintage Condominiums Development LLC must file their
proofs of claim not later than Sept. 15, 2013, according to an
order signed on July 2, 2013.

Vintage Condominiums Development LLC, the owner of the Vintage
condominium development in Gilbert, Arizona, filed a petition
for Chapter 11 protection (Bankr. D. Ariz. Case No. 13-08431) on
May 17, 2013, three weeks after the state court appointed a
receiver at the behest of the secured lender.

The Vintage Condominiums complex has 107 units, approximately two
of which have been purchased by third-party buyers and
approximately 105 of which are currently owned by Vintage.

The lender Parkway Bank & Trust Co., owed $12.3 million, had a
receiver appointed after giving notice of default on April 12,
2013.  The Debtor disclosed $12,511,600 in assets and $23,956,587
in liabilities as of the Chapter 11 filing.

Ronald J. Ellett, Esq., at Ellett Law Offices, P.C., serves as
counsel to the Debtor.

Christopher R. Kaup, J. Daryl Dorsey, at Tiffany & Bosco P.A.
represent the creditor Parkway Bank & Trust Company.


WORLD IMPORTS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: World Imports, Ltd.
        11000 Roosevelt Boulevard
        Philadelphia, PA 19116

Bankruptcy Case No.: 13-15929

Chapter 11 Petition Date: July 3, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Stephen Raslavich

Debtor's Counsel: John E. Kaskey, Esq.
                  BRAVERMAN KASKEY, P.C.
                  1650 Market Street, 56th Floor
                  Philadelphia, PA 19103
                  Tel: (215) 575-3910
                  E-mail: Jkaskey@braverlaw.com

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

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

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

The petition was signed by Marc Luber, president.


* 11th Cir. Appoints Edward Coleman as S.D. Ga. Bankruptcy Judge
----------------------------------------------------------------
The Eleventh Circuit Court of Appeals appointed Bankruptcy Judge
Edward J. Coleman, III to a fourteen-year term of office in the
Southern District of Georgia, effective June 28, 2013, (vice,
Davis).

         Mailing Address:

         Honorable Edward J. Coleman, III
         United States Bankruptcy Court
         Post Office Box 9591
         Savannah, GA 31412

         Physical Address:

         Tomochichi United States Courthouse
         125 Bull Street, Room 240
         Savannah, GA 31402
         Telephone: (912) 650-4122

         Assistant Debbie Reese
         Telephone: (912) 650-4121

         Term expiration: June 27, 2027


* BOOK REVIEW: The Oil Business in Latin America: The Early Years
-----------------------------------------------------------------
Author:  John D. Wirth Ed.
Publisher:  Beard Books
Softcover:  282 pages
List price:  $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://is.gd/DvFouR

This book grew out of a 1981 meeting of the American Historical
Society. It highlights the origin and evolution of the state-
owned petroleum companies in Argentina, Mexico, Brazil, and
Venezuela.

Argentina was the first country ever to nationalize its
petroleum industry, and soon it was the norm worldwide, with the
notable exception of the United States. John Wirth calls this
phenomenon "perhaps in our century the oldest and most
celebrated of confrontations between powerful private entities
and the state."

The book consists of five case studies and a conclusion, as
follows:

     * Jersey Standard and the Politics of Latin American Oil
          Production, 1911-30 (Jonathan C. Brown)

     * YPF: The Formative Years of Latin America's Pioneer State
          Oil Company, 1922-39 (Carl E. Solberg)

     * Setting the Brazilian Agenda, 1936-39 (John Wirth)

     * Pemex: The Trajectory of National Oil Policy (Esperanza
          Duran)

     * The Politics of Energy in Venezuela (Edwin Lieuwen)

     * The State Companies: A Public Policy Perspective (Alfred
          H. Saulniers)

The authors assess the conditions at the time they were writing,
and relate them back to the critical formative years for each of
the companies under review. They also examine the four
interconnecting roles of a state-run oil industry and
distinguish them from those of a private company. First, is the
entrepreneurial role of control, management, and exploitation of
a nation's oil resources. Second, is production for the private
industrial sector at attractive prices. Third, is the
integration of plans for military, financial, and development
programs into the overall industrial policy planning process.
Finally, in some countries is the promotion of social
development by subsidizing energy for consumers and by promoting
the government's ideas of social and labor policy and labor
relations.

The author's approach is "conceptual and policy oriented rather
than narrative," but they provide a fascinating look at the
politics and development of the region. Mr. Brown provides a
concise history of the early years of the Standard Oil group and
the effects of its 1911 dissolution on its Latin American
operations, as well as power struggles with competitors and
governments that eventually nationalized most of its activities.
Mr. Solberg covers the many years of internal conflict over oil
policy in Argentina and YPF's lack of monopoly control over all
sectors of the oil industry. Mr. Wirth describes the politics
and individuals behind the privatization of Brazil's oil
industry leading to the creation of Petrobras in 1953. Mr. Duran
notes the wrangling between provinces and central government in
the evolution of Pemex, and in other Latin American countries.
Mr. Lieuwin discusses the mixed blessing that oil has proven for
Venezuela., creating a lopsided economy dependent on the ups and
downs of international markets. Mr. Saunders concludes that many
of the then-current problems of the state oil companies were
rooted in their early and checkered histories." Indeed, he says,
"the problems of the past have endured not because the public
petroleum companies behaved like the public enterprises they
are; they have endured because governments, as public owners,
have abdicated their responsibilities to the companies."

John D. Wirth is Gildred Professor of Latin American Studies at
Standford University.


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
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however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
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then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
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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
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                  *** End of Transmission ***