TCR_Public/130711.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, July 11, 2013, Vol. 17, No. 190

                            Headlines

1031 TAX: IPofA Columbus Works' Claims Against Vorys Dismissed
1617 WESTCLIFF: Failed Buyer Can't Recoup Deposited Funds
ABERDEEN LAND: Project Near Jacksonville Stops Foreclosure
ABILENE TOWNHOMES: Case Summary & 2 Unsecured Creditors
ABSORBENT TECHNOLOGIES: Plan Filing Deadline Extended to Sept. 6

ABSORBENT TECHNOLOGIES: Seeks to Obtain $1.7MM in New DIP Loans
ABSORBENT TECHNOLOGIES: Taps Moss Adams as Accountant
ALL B EXCAVATING: Court Sustains Objection to Wells Fargo Claim
ALSOL CORP: $3MM Cleanup Suit Not Barred by Ch. 11, EPA Says
AMS II: Voluntary Chapter 11 Case Summary

ATP OIL: Has Tentative Court Approval to Sell Offshore Assets
AUGUSTA APARTMENTS: Local Counsel Ordered to Disgorge Fees
AVIDPATH INC: Case Summary & 2 Unsecured Creditors
BAYOU GROUP: Court Directs Mediation Between Creditors & Goldman
BELLINGHAM INSURANCE: Opinion Explores Consent for Stern Waiver

BERNARD L MADOFF: Case Puts Focus on Duties of Custodial Banks
BROADWAY FINANCIAL: Has Until Dec. 30 to Regain Nasdaq Compliance
BROOKFIELD OFFICE: S&P Lowers Sr. Unsecured Debt Rating to 'BB+'
BS&K PROPERTY: Voluntary Chapter 11 Case Summary
BURCAM CAPITAL: District Court Halts Plan Order Pending Appeal

CAROLINA INTERNATIONAL: S&P Rates $12.4MM Revenue Bonds 'BB+'
CASA CASUARINA: Versace Mansion Will Be Sold by Current Owner
CENTER FIELD PROPERTIES: Hawthorn Suits Franchising Get $4K Claim
CHEN'S BROTHER: Voluntary Chapter 11 Case Summary
CLEAN BURN: Court Tosses Breach of Contract Claim Against Perdue

CLEAR CHANNEL: Hearing on Lawsuits Settlement Set on Sept. 9
CMJ PROPERTIES: Case Summary & 8 Unsecured Creditors
COMSTOCK MINING: Van Den Berg Held 12% Equity Stake at June 30
DALLAS RACEWAY: Voluntary Chapter 11 Case Summary
DETROIT, MI: Ambac Taps New York's Goldin on $170MM Detroit Debt

DIGITAL DOMAIN: No Plan Yet, Pursues Exclusivity Extension
DTG PROPERTIES: Case Summary & 4 Unsecured Creditors
DUNLAP OIL: Hires Peritus' Odenkirk to Serve as Plan Expert
EAGLE RECYCLING: Can Use Cash Collateral Until Sept. 24
FORT DEFIANCE: Nevada Dist. Court Flips Summary Judgment Order

GARLOCK SEALING: Files Brief for Asbestos Liability Trial
GENELINK INC: Directors Doug Boyle and James Monton Quit
GEORGE C. SHAPIRO: Case Summary & 15 Unsecured Creditors
GRANITE DELLS: EH Co. Funding Date Extended to Aug. 15
HANDY HARDWARE: Seeks to Slash $18-Mil. Claim

HAUNTED DESERT: Case Summary & 20 Largest Unsecured Creditors
HEMISPHERE MEDIA: New $175MM Term Loan Gets Moody's B2 Rating
HORNE INTERNATIONAL: Asher Held 9.9% Equity Stake at July 8
HOSTESS BRANDS: Flowers Has Antitrust OK to Buy Wonder Bread
HOTEL AIRPORT: Plan Consummated, Reorganization Case Closed

ICTS INTERNATIONAL: Buys All Capital Stock of BDLG for $32,407
IDEARC INC: 5th Circ. Tosses ERISA Action Against Idearc Execs
IGPS COMPANY: Has OK to Hire AlixPartners as Administrative Agent
IGPS COMPANY: Has Court's OK to Hire White & Case as Attorney
IGPS COMPANY: Committee Taps Cole Schotz as Delaware Counsel

IGPS COMPANY: Shaun Martin OK'd as Chief Restructuring Officer
INFUSYSTEM HOLDINGS: Jonathan Foster to Serve as Permanent CFO
INSPIRATION BIOPHARMA: Plan Filing Deadline Extended to July 31
INTELLICELL BIOSCIENCES: Issues Add'l 6.2MM Shares to Hanover
INVESTORS CAPITAL: Court Extends Solicitation Period Until Sept. 2

IRVING TANNING: 3rd Party Complaint Against Meriturn Dismissed
IRWIN MORTGAGE: Plan of Liquidation Declared Effective
ISLE OF CAPRI CASINO: S&P Raises Rating on 7.75% Sr. Notes to 'B+'
JHCI ACQUISITION: Term Loan Changes No Impact on Moody's Ratings
JVMW PROPERTIES: Seeks Extension of Plan & Disclosures Filing Date

JVMW PROPERTIES: Court OKs Deal with Lender on Cash Collateral Use
LAKE CHARLES: Voluntary Chapter 11 Case Summary
LEHMAN BROTHERS: Contract Allows for $6.5-Bil. Archstone Sale
LIGHTNING ACQUISITION: Moody's Withdraws All Debt Ratings
LIONS GATE: Moody's Assigns 'Ba3' Ratings to New $300MM Debt

LIGHTSQUARED INC: Wins Court Approval of Comerica Agreement
LIGHTSQUARED INC: Harbinger, et al. Lash Back at Ad Hoc Group
LIONS GATE: S&P Assigns 'B+' Rating to $100MM Sr. Secured Notes
LOUISIANA RIVERBOAT: Unveils New Directors and Executives
MAMMOTH RESOURCE: Court Tosses Appeal on Sale of Oil Well Stakes

MEDDIN PROPERTIES: Case Summary & 9 Unsecured Creditors
MERIDIAN SUNRISE: Court Strikes Plan Injunction Provision
MERIDIAN SUNRISE: Cash Use Extended Until Plan Effective Date
MF GLOBAL: Settlement Approved in Bankruptcy Court
MIAH INVESTMENTS: Voluntary Chapter 11 Case Summary

MICROBILT CORP: Chex Wins Partial Victory in Appeal
MORGAN'S FOODS: Posts $407,000 Net Income in First Quarter
MPG OFFICE: Urges Stockholders to Vote for Brookfield Merger
MULTI PACKAGING: S&P Puts 'B' CCR on CreditWatch Negative
NESBITT PORTLAND: Can Employ Chief Restructuring Officer

NEW ENGLAND COMPOUNDING: Dist. Court Enters Case Management Order
NEWLAND INTERNATIONAL: Trump Panama Implements Prepack Plan
NORTH STAR: Voluntary Chapter 11 Case Summary
OCD HOLDINGS: Wants to Obtain Up to $5MM in DIP Loans from Atlas
OHANA GROUP: Plan Filing Period Extended Until July 31

OMEGA HEALTHCARE: Fitch Affirms 'BB+' Subordinated Debt Rating
ONE CALL: Moody's Ratings Unchanged Following Term Loan Upsizing
ORECK CORP: Maker of Dirt Devil & Hoover Wins Auction
ORECK CORP: Hires Deloitte Tax as Tax Advisory Consultant
ORCHARD SUPPLY: Tests Lowe's Offer at Aug. 14 Auction

OVERSEAS HOLDING: Wants to Employ D&T as Accounting Advisor
OVERSEAS SHIPHOLDING: Capital Reaches Deal to Transfer Claims
PARKLAND VI: Case Summary & 9 Unsecured Creditors
PGA FLYOVER: Plan & Disclosure Statement Hearing Set for July 25
PHOENIX DEVELOPMENT: Committee Opposes Extension of Exclusivity

PMI GROUP: Ch. 11 Plan Aims To Avoid Tax Bill, US Atty Says
POINT CENTER: Committee Objects to Extension of Exclusivity
PRIMCOGENT SOLUTIONS: Section 341(a) Meeting Continued to July 26
PRIMCOGENT SOLUTIONS: Committee Wants to Retain LRM as Counsel
R.L. ADKINS: Baker Hughes and GWS's 1111(b) Elections Invalid

RADIAN GROUP: Releases Mortgage Data; July 24 Conference Call Set
RADIAN GROUP: S&P Raises Financial Strength Rating to 'B'
RAILWAYS CORP: Conduit Still Held Liable for Receipt of Preference
RAMNISH PROPERTIES: Case Summary & 6 Unsecured Creditors
RENAISSANCE ACQUISITION: Moody's Assigns 'B2' CFR; Outlook Stable

RENAISSANCE ACQUISITION: S&P Assigns Prelim. B Corp Credit Rating
RESIDENTIAL CAPITAL: Oct. 7 Settlement Fairness Hearing Set
RESOURCE TECHNOLOGY: 7th Cir. Limits Claim Against Chiplease
REVSTONE INDUSTRIES: Creditors File Plan to Take Over Ownership
RKI EXPLORATION: $350MM Sr. Notes Issue Gets Moody's B3 Rating

RKI EXPLORATION: S&P Assigns 'B' Corp. Credit Rating
ROTECH HEALTHCARE: Equity Holders Allowed to Hire Financial Expert
ROTECH HEALTHCARE: Bid to Reconsider Berenson Meets Objection
ROTHSTEIN ROSENFELDT: Victims Slam Trustee Counsel's $30-Mil. Fee
RVUE HOLDINGS: Investors' Fraud Suit Against Execs Sent to Fla.

SEAN DUNNE: Ireland's NALM Opposes Discharge From Debt
SEASONS PARTNERS: 9th Cir. Dumps Torchlight Appeal on Plan Order
SEMGROUP LP: Creditors Appeal Two Unfavorable Rulings
SERAFIN INVESTMENTS: Case Summary & Unsecured Creditor
SHILO INN: Hires Levene Neale as General Bankruptcy Counsel

SHUANEY IRREVOCABLE: Beach Community Bank Denied Right to Setoff
SOUND SHORE: Can Employ Alvarez & Marsal as Financial Advisors
SOUND SHORE: Ombudsman Wants to Employ Neubert Pepe as Counsel
SOUND SHORE: Has Final OK for $33-Mil. in DIP Loans from MidCap
SOUTHERN MECHANICAL: Case Summary & 20 Largest Unsecured Creditors

SOUTH LAKES: Files Loan Documents to be Executed Per Ch. 11 Plan
SPRING CREEK: Case Summary & 8 Unsecured Creditors
STEWART & STEVENSON: S&P Withdraws 'B' Corporate Credit Rating
TC GLOBAL: Patrick Dempsey Group Completes Acquisition
THORNBURG MORTGAGE: Ex-TMST Execs Can't Escape SEC Fraud Suit

THORNBURG MORTGAGE: Judge Says SEC Can Proceed With Suit
TRANSAT TRADE: Case Summary & 15 Unsecured Creditors
TRENDSET INC: Ch.11 Trustee Can Hire Counsel, Financial Advisors
TRENDSET INC: Creditors Have Until Sept. 5 to File Proofs of Claim
TRINITY COAL: Boyd Approved as Committee's Mining Consultants

TRUE RELIGION: Moody's Assigns 'B2' Corp. Family Rating
TRUE RELIGION: S&P Assigns 'B' CCR & Rates $375MM Loan 'B'
TWN INVESTMENT: Committee Seeks Stay Relief to Pursue Claims
TWN INVESTMENT: Lang, Richert & Patch Okayed as Committee Counsel
UNITED AMERICAN: John Fife Held 53.2% Equity Stake at June 25

USGEN NEW ENGLAND: Seeking Final Decree Closing Case
VALVES AND INDUSTRIAL: Voluntary Chapter 11 Case Summary
VAUGHAN COMPANY: Ch.11 Trustee's Suits v. Taro & Feld in Discovery
VISTEON CORP: S&P Affirms 'B+' Senior Unsecured Rating
* Forum-Selection Clause Enforced Against Trustee

* Lender Must Prove Ownership of Note to Foreclose
* Overtime Wage Debt Is Not Discharged in Bankruptcy
* Tax Liens Can't Be Stripped Down in Chapter 13 Plan

* CoreLogic April 2013 Data Show Foreclosure Inventory Down 29%
* NYSE Euronext Will Take over Administration of Libor From BBA
* Regulators Examining Sales of Early Financial Data
* S&P Raises Puffery Defense Against U.S. Ratings Case

* Swipe-Fee Battle Moves to States as U.S. Banks Fight Surcharges
* U.S. Banks May Face Two Ratios as FDIC Sets Capital Vote
* Hometown Bankruptcy Lawyer to Become Judge in Las Vegas

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

1031 TAX: IPofA Columbus Works' Claims Against Vorys Dismissed
--------------------------------------------------------------
Magistrate Judge Mark R. Abel granted, in part, the plaintiff's
motion to dismiss counterclaims asserted by the defendants in the
action, VORYS, SATER, SEYMOUR AND PEASE LLP v. IP OF A COLUMBUS
WORKS 1, LLC, ET AL., CIVIL ACTION NO. 2:12-CV-01072 (S.D. Ohio).

Seevral IPofA Columbus Works entities -- known as Tenants in
Common and TIC owners of real property located at 6200 East Broad
Street, in Columbus Ohio -- entered into an engagement agreement
with Vorys for the firm to manage the entities' legal affairs.
Vorys maintained that the Columbus Works entities owed it $251,130
in professional fees.  The Defendants filed counterclaims
asserting fraud and intentional misrepresentation, legal
malpractice, breach of fiduciary duty, breach of contract, unjust
enrichment, and for an accounting.

In a June 5, 2013 decision available at http://is.gd/ATKpyqfrom
Leagle.com, the District Court made no ruling on defendants'
constitutional challenge to section 2305.11(A) of the Ohio Revised
Code.  The counterclaim for legal malpractice, fraud and
intentional misrepresentation, breach of fiduciary duty, unjust
enrichment, and accounting are dismissed as barred by the statute
of limitations for legal malpractice, the District Court held.

Vorys, Sater, Seymour and Pease LLP, Plaintiff, represented by
Stephen Charles Fitch, Taft Stettinius & Hollister LLP & Joseph C.
Pickens, Taft Stettinius & Hollister LLP.

The IPofA Columbus Works Entities are represented by Richard B.
Reiling, Esq., of Boston, MA.

Vorys Sater is represented by Stephen Charles Fitch, Esq. --
sfitch@taftlaw.com -- and Joseph C. Pickens, Esq. --
jpickens@taftlaw.com -- of Taft Stettinius & Hollister LLP.

The IPofA Columbus Works Entities are affiliated with Edward H.
Okun and the 1031 Tax Group, LLC.  In 2005, IPofA Columbus Works,
LLC, an entity controlled by Mr. Okun, acquired the real property
located at 6200 East Broad Street, Columbus, Ohio for the purposes
of fraudulently marketing and selling portions of property to
investors.

                       About 1031 Tax Group

Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- was a privately held consolidated group
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.
131 Tax Group had total assets of $164.23 million and total
liabilities as of Sept. 30, 2007.

The Company and 15 of its affiliates filed for Chapter 11
protection (Bankr. S.D.N.Y. Case No. 07-11448) on May 14, 2007.
Gerard A. McHale, Jr., was appointed Chapter 11 trustee.  Jonathan
L. Flaxer, Esq., and David J. Eisenman, Esq., at Golenbock Eiseman
Assor Bell & Peskoe LLP, represent the Chapter 11 trustee.
Kurtzman Carson Consultants LLC acts as claims and notice agent.
Thomas J. Weber, Esq., Melanie L. Cyganowski, Esq., and Allen G.
Kadish, Esq., at Greenberg Traurig, LLP, represent the Official
Committee of Unsecured Creditors.

Former CEO Edward H. Okun is in federal prison at Northern Neck
Regional Jail in Warsaw, Virginia, after being convicted of mail
fraud and other charges.  Mr. Okun allegedly engaged in several
misappropriations of funds of 1031 Tax Group and other entities.
The funds were used for Mr. Okun's lavish lifestyle including
acquiring properties and luxury asset.


1617 WESTCLIFF: Failed Buyer Can't Recoup Deposited Funds
---------------------------------------------------------
Bankruptcy Judge Mark S. Wallace denied the motion of Burnham-Ward
Properties, LLC, for an order:

     -- compelling debtor 1617 Westcliff LLC's compliance with a
        court-approved purchase agreement,

     -- directing escrow to return deposited funds to Burnham-Ward
        Properties, and

     -- awarding attorneys' fees and costs

Judge Wallace said the Debtor is entitled to and may retain, as
the unencumbered property of the bankruptcy estate, the $200,000
deposit paid by BW in connection with BW's proposed purchase of
1617 Westcliff Drive, Newport Beach, California, as the Debtor's
liquidated damages pursuant to the Purchase Agreement, Addendum,
and Amendment thereto between the Debtor and BW.  The parties
failed to close on the sale.

A copy of the Court's June 28, 2013 Memorandum Decision and Order
is available at http://is.gd/5j5ZYHfrom Leagle.com.

                       About 1617 Westcliff

1617 Westcliff, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Calif. Case No. 12-19326) on Aug. 2, 2012, in Santa
Ana, California.  The Debtor estimated assets of $10 million to
$50 million and liabilities of $1 million to $10 million.
Bankruptcy Judge Mark S. Wallace oversees the case.  D. Edward
Hays, Esq., at Marshack Hays LLP, serves as the Debtor's counsel.


ABERDEEN LAND: Project Near Jacksonville Stops Foreclosure
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Aberdeen Land II LLC, the owner of a 1,316-acre
master- planned community near Jacksonville, Florida, filed a
petition for Chapter 11 protection to halt foreclosure of about
$24 million in bonds that financed infrastructure development.

According to the report, the project is designed for 1,623 single-
family homes and 395 multi-family units.  More than 1,000 units
have been sold, leaving Aberdeen with 856 undeveloped lots and
28.1 acres zoned for commercial or residential use.  In addition
to the bonds, Aberdeen owes more than $20 million to secured
lenders with mortgages on the property.  Aberdeen estimates the
property is worth $36.3 million.

Aberdeen Land II, LLC, doing business as Aberdeen, filed a
Chapter 11 petition (Bankr. M.D. Fla. Case No. 13-04103) on
July 1, 2013, in Jacksonville, Florida.  The Debtor has tapped
Genovese Joblove & Battista, P.A., as counsel, Kapila & Company as
accountant, Kellerhals Ferguson Fletcher Kroblin, PLLC, as special
counsel, and Fishkind & Associates as expert consultants.  The
Debtor estimated assets of $10 million to $50 million, and debts
of $50 million to $100 million.


ABILENE TOWNHOMES: Case Summary & 2 Unsecured Creditors
-------------------------------------------------------
Debtor: Abilene Townhomes and Condos, Inc.
        6053 Miramar Parkway
        Miramar, FL 33023

Bankruptcy Case No.: 13-10165

Chapter 11 Petition Date: July 1, 2013

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

Judge: Robert L. Jones

Debtor's Counsel: Todd Jeffrey Johnston, Esq.
                  MCWHORTER COBB & JOHNSON, LLP
                  1722 Broadway
                  Lubbock, TX 79401
                  Tel: (806) 762-0214
                  Fax: (806) 762-8014
                  E-mail: tjohnston@mcjllp.com

Scheduled Assets: $1,001,051

Scheduled Liabilities: $1,384,000

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/txnb13-10165.pdf

The petition was signed by Joseph Kuruvila, president.


ABSORBENT TECHNOLOGIES: Plan Filing Deadline Extended to Sept. 6
----------------------------------------------------------------
Judge Trish M. Brown of the U.S. Bankruptcy Court for the District
of Oregon extended until Sept. 6, 2013, the time by which
Absorbent Technologies, Inc., has exclusive right to file a plan
and until Nov. 4, 2013, the time by which the Debtor has exclusive
right to solicit acceptances of that plan.

                      Absorbent Technologies

Absorbent Technologies, Inc., filed a Chapter 11 petition (Bankr.
D. Ore. Case No. 13-31286) on March 8, 2013, without citing a
reason.  David C. Moffenbeier signed the petition as CEO.  Judge
Trish M. Brown presides over the case.  The Law Office of Gary U.
Scharff serves as the Debtor's counsel.

The Beaverton, Oregon-based company develops, produces, and
markets starch-based superabsorbent products and ingredients in
the United States and internationally.  It offers Zeba, a corn
starch-based polymer that helps farmers grow bigger crops with
less water.  Placed near a plant's roots, Zeba serves as a Grape
Nut-sized sponge that holds and distributes water as a plant needs
it.

The Debtor estimated assets and debts of at least $10 million.
The Debtor has a manufacturing facility at 140 Queen Avenue SW,
Albany, Oregon.

Fluffco LLC and Ephesians Equity Group LLC own equity interests in
privately held Absorbent Technologies.

The Debtor is seeking a buyer for its assets and property.

The U.S. Trustee formed a four-member committee of unsecured
creditors.  Green & Markley, P.C. represents the Committee.


ABSORBENT TECHNOLOGIES: Seeks to Obtain $1.7MM in New DIP Loans
---------------------------------------------------------------
Absorbent Technologies, Inc., seeks authority from the U.S.
Bankruptcy Court for the District of Oregon to obtain postpetition
loans of up to $1.7 million from Absorbent Acquisitions, Inc., a
proposed new company.

To recall, the Debtor already filed two earlier requests for
authority to borrow, first from Joseph A. Nathan living trust ua
dtd 12/30/1996, Joseph A. Nathan trustee, then jointly from Nathan
and United Phosphorus Inc.  The proceeds from the AAI loan will be
used to repay $950,000 owed on the second loan.

The DIP Loans are secured by first priority security interests in
and liens on all of the Debtor's intellectual property, and
accrues at the interest rate of 8% per annum.

Gary Underwood Scharff, Esq., at Law Office of Gary Underwood
Scharff, in Portland, Oregon, relates that the Debtor has
communicated with Nathan and United Phosphorus Limited, parent to
UPI, concerning the parties participating with an investor group,
Live Oak Group, LLP, in forming a new company to acquire the
Debtor's assets.  AAI, the proposed new company, has been formed
and is awaiting capitalization of approximately $30 million to
$35 million expected to arrive by July 2013.  Subject to certain
conditions acceptable to the proposed investors in AAI, that
capital would be used to fund the $1.7 million DIP Financing
facility and provide cash as part of the consideration for AAI's
acquisition of substantially all of the Debtor's assets, Mr.
Scharff says in court papers.  The proposed asset sale would occur
in connection with a liquidating Chapter 11 plan that would
compensate creditors and provide additional cash to assume leases
and resume operations to capitalize on the Zeba(R) product after
bankruptcy.  The Debtor anticipates consummation of the proposed
sale to AAI within 45-60 days.

A hearing on the request was held on July 9, 2013.

The Debtor is also represented by Heather A. Brann, Esq., at
Heather A. Brann, PC, in Portland, Oregon.

                      Absorbent Technologies

Absorbent Technologies, Inc., filed a Chapter 11 petition (Bankr.
D. Ore. Case No. 13-31286) on March 8, 2013, without citing a
reason.  David C. Moffenbeier signed the petition as CEO.  Judge
Trish M. Brown presides over the case.  The Law Office of Gary U.
Scharff serves as the Debtor's counsel.

The Beaverton, Oregon-based company develops, produces, and
markets starch-based superabsorbent products and ingredients in
the United States and internationally.  It offers Zeba, a corn
starch-based polymer that helps farmers grow bigger crops with
less water.  Placed near a plant's roots, Zeba serves as a Grape
Nut-sized sponge that holds and distributes water as a plant needs
it.

The Debtor estimated assets and debts of at least $10 million.
The Debtor has a manufacturing facility at 140 Queen Avenue SW,
Albany, Oregon.

Fluffco LLC and Ephesians Equity Group LLC own equity interests in
privately held Absorbent Technologies.

The Debtor is seeking a buyer for its assets and property.

The U.S. Trustee formed a four-member committee of unsecured
creditors.  Green & Markley, P.C. represents the Committee.


ABSORBENT TECHNOLOGIES: Taps Moss Adams as Accountant
-----------------------------------------------------
Absorbent Technologies, Inc., sought and obtained authority from
the U.S. Bankruptcy Court for the District of Oregon to employ
Moss Adams as accountant.

                      Absorbent Technologies

Absorbent Technologies, Inc., filed a Chapter 11 petition (Bankr.
D. Ore. Case No. 13-31286) on March 8, 2013, without citing a
reason.  David C. Moffenbeier signed the petition as CEO.  Judge
Trish M. Brown presides over the case.  The Law Office of Gary U.
Scharff serves as the Debtor's counsel.

The Beaverton, Oregon-based company develops, produces, and
markets starch-based superabsorbent products and ingredients in
the United States and internationally.  It offers Zeba, a corn
starch-based polymer that helps farmers grow bigger crops with
less water.  Placed near a plant's roots, Zeba serves as a Grape
Nut-sized sponge that holds and distributes water as a plant needs
it.

The Debtor estimated assets and debts of at least $10 million.
The Debtor has a manufacturing facility at 140 Queen Avenue SW,
Albany, Oregon.

Fluffco LLC and Ephesians Equity Group LLC own equity interests in
privately held Absorbent Technologies.

The Debtor is seeking a buyer for its assets and property.

The U.S. Trustee formed a four-member committee of unsecured
creditors.  Green & Markley, P.C. represents the Committee.


ALL B EXCAVATING: Court Sustains Objection to Wells Fargo Claim
---------------------------------------------------------------
Bankruptcy Judge Peter J. McNiff sustained All B Excavating
Company's objection to Wells Fargo's claim in a June 5, 2013
opinion available at http://is.gd/tAdgVHfrom Leagle.com.

All B Excavating Company filed for chapter 11 bankruptcy
protection on July 6, 2010 (Bankr. D. Wyo. Case No. 10-20799). Its
Fifth Amended Chapter 11 Plan was confirmed on April 2, 2012.

During the pendency of the case, the parties entered into an
adequate protection agreement that provided that All B would pay
Wells Fargo $4,800 per month beginning in August 2010.  All
payments were to be applied to the principle amount of the debt
owed.

Wells Fargo argues that it should receive the payments as
designated in the Plan language, i.e., "Wells Fargo will be paid
$3,800 per month for 60 months on its secured claim with interest
of 7% with the final payment being the remaining balance."  This
would provide for a total amount of payments to Wells Fargo of
$228,000.

The Court disagrees with Wells Fargo.  The Court said its review
of the adequate protection payments that were made, reduces the
claim balance.  Judge McNiff ruled, "the claim balance has been
reduced by the total amount of adequate protection payments Wells
Fargo received during the pendency of the bankruptcy case to the
amount of approximately $158,000 with 7% interest to be paid in
monthly payments of $3,800."


ALSOL CORP: $3MM Cleanup Suit Not Barred by Ch. 11, EPA Says
------------------------------------------------------------
Alex Lawson of BankruptcyLaw360 reported that the U.S.
Environmental Protection Agency sought a New Jersey federal
judge's nod to proceed with its $3 million Superfund cleanup suit
against the bankrupt Alsol Corp., saying the action does not fall
under the automatic stay provision in Chapter 11 bankruptcy
protection.

According to the report, the EPA cited precedent in the Third
Circuit from 1988 and 2008, which held that enforcement actions
under the Comprehensive Environmental Response, Compensation and
Liability Act qualify for the Chapter 11 stay provision's
exception for government bodies exercising their regulatory
authorities.

The case is UNITED STATES OF AMERICA v. ALSOL CORPORATION et al.,
Case No. 2:13-cv-00380 (D.N.J.) before Judge Katharine S. Hayden.

Morristown, New Jersey-based Alsol Corporation filed its voluntary
petition under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J.
Case No. 13-12689) on Feb. 11, 2013.  The case is assigned to
Judge Rosemary Gambardella.  The Debtor's petition disclosed
$1,000,001 to $10 million in assets and $1,000,001 to $10 million
in liabilities.  The Debtor is represented by Morris S. Bauer,
Esq. -- msbauer@nmmlaw.com -- at Norris McLaughlin & Marcus, in
Bridgewater, New Jersey.


AMS II: Voluntary Chapter 11 Case Summary
-----------------------------------------
Debtor: AMS II Houston Investments, LP
        2111 Palomar Airport Road, Suite 3222
        Carlsbad, CA 92011
        Tel: (858) 564-0136

Bankruptcy Case No.: 13-34123

Chapter 11 Petition Date: July 1, 2013

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

Judge: Karen K. Brown

Debtor's Counsel: David A. Himes, Esq.
                  DAVID A. HIMES & ASSOCIATES, PLLC
                  548 Shenandoah Park
                  Conroe, TX 77302
                  Tel: (936) 273-1124
                  E-mail: dhimes977@earthlink.net

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

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

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

The petition was signed by Stephen R. Kaplan, manager.


ATP OIL: Has Tentative Court Approval to Sell Offshore Assets
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although ATP Oil & Gas Corp. has tentative approval
from the bankruptcy court to sell offshore oil and gas properties,
the company said it will run out of cash before the sale can be
completed in late August.

According to the report, ATP said in a court filing that
additional financing through the currently-existing loan structure
isn't feasible.  The company said it will have a negative
$11.3 million cash balance by the week ended July 29.  To keep the
company operating until the sale is completed to secured lenders
largely in exchange for debt, ATP arranged for a hearing in the
Houston bankruptcy court July 9 to approve selling a $15 million
"hydrocarbon production payment" from the properties being sold.

The report notes that the cash would come from some of the
creditors currently providing financing for the bankruptcy begun
last year.  Statoil USA E&P Inc. objected to the sale, saying that
approval of a $15 million sale "on such short notice is simply
ludicrous."  Statoil argues there should be no approval until
creditors have been supplied with a definitive agreement regarding
the sale.  The objection also contends the transaction "is a
disguised loan not a sale."  Statoil wants to know what ATP is
selling for $15 million.

The report relates that the ATP case is raising novel issues at
the intersection of environmental and bankruptcy law.  ATP was
compelled to sell the assets following violations of covenants in
the loan agreement financing the Chapter 11 reorganization begun
in August.

                           About ATP Oil

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

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

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

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

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

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


AUGUSTA APARTMENTS: Local Counsel Ordered to Disgorge Fees
----------------------------------------------------------
Bankruptcy Judge Patrick M. Flatley for the North District of West
Virginia denied Edward R. Kohout's Application to Employ Counsel
Nunc Pro Tunc and Fee Application. Mr. Kohout seeks retroactive
approval of his employment as counsel to Augusta Apartments LLC,
and approval of $24,000 in fees for legal services rendered on
behalf of the Debtor.  Judge Flatly, instead, requires Mr. Kohout
to disgorge the sums he received from the bankruptcy estate.

The United States Trustee objects to Mr. Kohout's fee application
based on the untimeliness of his disclosure of compensation and
nunc pro tunc employment application.

On Feb. 18, 2010, the day before the Debtor filed bankruptcy, the
Debtor paid Robert O. Lampl, John P. Lacher, and Elsie R. Lampl a
$100,000 retainer for representation in its Chapter 11 case. Of
the $100,000, the firm retained $76,000; the remainder was paid to
Mr. Kohout.  The Debtor and Mr. Kohout discussed the terms of his
retention but did not memorialize their fee arrangement.  The
parties agreed that Mr. Kohout would serve as local bankruptcy
counsel for the Debtor and be responsible for litigating at least
one adversary proceeding. The Debtor paid Mr. Kohout $24,000; the
amount being based on paying him $2,000 per month for his
anticipated legal services.

Morgantown, West Virginia-based Augusta Apartments, LLC, filed for
Chapter 11 bankruptcy protection on Feb. 19, 2010 (Bankr. N.D.
W.Va. Case No. 10-00303).  Kristian E. Warner, the Company's
managing member, signed the petition.  The Company estimated its
assets and debts at $10 million to $50 million as of the Petition
Date.

After filing its Chapter 11 bankruptcy petition, the Debtor filed
an application to employ the Lampl Law Firm. The application
listed a variety of bankruptcy services to be rendered, the hourly
rates of the attorneys, and connections with the Debtor. The
Debtor also filed a motion for admission for the Lampl Law Firm to
appear pro hac vice with Mr. Kohout acting as local counsel. The
court approved these motions.

On July 21, 2010, the court granted the appointment of a Chapter
11 trustee pursuant to 11 U.S.C. Sec. 1104(a), and on the same
date, the U.S. Trustee appointed Robert L. Johns as trustee.  A
secured creditor and the U.S. Trustee sought a trustee to replace
management, saying that Augusta management used funds from the
apartment to pay debts of Warner family members.

The Chapter 11 Trustee hired Turner & Johns, PLLC, as counsel.
Mr. Johns never sought to employ Mr. Kohout on behalf of the
bankruptcy estate.

On July 17, 2012, the Debtor's bankruptcy case was converted to a
case under Chapter 7 with Mr. Johns acting as trustee.

On Nov. 16, 2012, the U.S. Trustee filed a motion to examine
attorney employment and compensation of Mr. Kohout. The motion was
the first time a party asked the court to address Mr. Kohout's
compensation and precipitated Mr. Kohout's motion to employ nunc
pro tunc and fee application which was filed Feb. 15, 2013 --
nearly three years after the Debtor filed for bankruptcy relief.
The U.S. Trustee objected to Mr. Kohout's motion and the court
held an evidentiary hearing on March 21, 2013 to consider the
matter.

At the start of the evidentiary hearing, Mr. Kohout stated that
the hearing was "disgusting" and he was "disgusted" by having to
appear. He stated that the only reason he filed a nunc pro tunc
employment application was because the U.S. Trustee notified the
court about his compensation. Mr. Kohout acknowledged that he
never filed a statement disclosing his compensation or an
application for employment. His excuses for failing to do so were
numerous: He was unfamiliar with Chapter 11 practice; he only
works on consumer Chapter 7 cases; he is not familiar with the
Bankruptcy Code; he has little knowledge of the rules governing
Chapter 11 cases; and he was "way out of his element" acting as
counsel in a Chapter 11 case.

With respect to the $24,000 fee he was paid, Mr. Kohout stated
that the money is not sitting in a trust account and that he spent
it years ago.  At the conclusion of the hearing, the court took
the matter under advisement.

According to Judge Flatley, "The court is well aware that
disgorgement is a severe remedy and takes no delight in its
imposition. . . . But the court cannot overlook the nature and
extent of Mr. Kohout's noncompliance with the Bankruptcy Code: Mr.
Kohout ignored both his duty to disclose under Sec. 329 and the
requirement to seek approval for his employment under Sec. 327.
Under the circumstances of this case, either of these failures
warrants denial of all fees. The court discerns no mitigating
facts upon which a less drastic remedy can be fashioned; Mr.
Kohout's lack of compliance with the Bankruptcy Code is an abject
failure. For the above-stated reasons, Mr. Kohout must disgorge
the $24,000 fee he received to Mr. Johns, the Chapter 7 trustee."

"Finally, it is evident to the court, based largely upon Mr.
Kohout's own admissions, but based also on the record developed in
connection with the court's disposition of this matter, that Mr.
Kohout's familiarity with and appreciation of Chapter 11
bankruptcy practice is woefully lacking.  He is hereby sternly
admonished by the court for taking on the duties and
responsibilities of counsel to a Chapter 11 debtor without
possessing the requisite knowledge and experience necessary to
ably perform that role," the judge added.

A copy of the Court's July 3, 2013 Memorandum Opinion is available
at http://is.gd/ayjTGAfrom Leagle.com.


AVIDPATH INC: Case Summary & 2 Unsecured Creditors
--------------------------------------------------
Debtor: Avidpath, Inc.
          fdba Shipper Direct Logistics, Inc.
               Avidpath Innovations
        242 W. Main Street, #116
        Hendersonville, TN 37075

Bankruptcy Case No.: 13-05721

Chapter 11 Petition Date: July 1, 2013

Court: U.S. Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  LAW OFFICES LEFKOVITZ & LEFKOVITZ
                  618 Church Street, Suite 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 255-4516
                  E-mail: slefkovitz@lefkovitz.com

Scheduled Assets: $7,400,000

Scheduled Liabilities: $103,864

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/tnmb13-05721.pdf

The petition was signed by Angela Suddarth, president.


BAYOU GROUP: Court Directs Mediation Between Creditors & Goldman
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Goldman Sachs Execution & Clearing LP hasn't given up
trying to win back $20.6 million it was forced to pay after losing
a lawsuit brought by the creditors' committee for Bayou Group LLC.

According to the report, Bayou was a hedge fund that turned out to
be a Ponzi scheme.  Before fraud was discovered, Bayou kept
customer funds in accounts at Goldman Sachs.  When the creditors
sued, the broker invoked a provision in the account agreement and
had the lawsuit sent to arbitration under the auspices of the
Financial Industry Regulatory Authority.

The report notes that after losing the arbitration, Goldman Sachs
lost again in U.S. district court when trying to block enforcement
of the arbitration award.  It lost a third time one year ago when
the U.S. Court of Appeals ruled in favor of the creditors and
upheld the arbitration.  After paying the $20.6 million, Goldman
Sachs filed a claim against Bayou for the amount it paid, invoking
Section 502(h) of the U.S. Bankruptcy Code for the proposition
that a defendant who pays judgment has an unsecured claim for the
amount paid.

The report relates that Bayou creditors responded by saying that
Goldman Sachs never paid anything for the transfer that was the
basis for the arbitration award.  Bankruptcy Judge Robert Drain
declined to decide whether Goldman Sachs should lose a fourth
time.  Instead of writing an opinion and picking a winner, he
told both sides to settle, using bankruptcy lawyer Robert J.
Rosenberg as mediator.  The creditors and Goldman Sachs selected
Mr. Rosenberg, who is to hold the first mediation session in a
month.

The report discloses that Bayou's Chapter 11 plan was approved by
a confirmation order in December 2009.  The money initially
distributed under the plan represented recoveries of payments to
investors before the fraud was discovered.  The Bayou fraud
resulted in three guilty pleas.

The appeal in circuit court was Goldman Sachs Execution & Clearing
LP v. Official Unsecured Creditors' Committee of Bayou Group LP,
11-2446, 2nd U.S. Circuit Court of Appeals (Manhattan).  The
opinion in District Court was Goldman Sachs Execution & Clearing
LP v. Official Unsecured Creditors' Committee of Bayou Group LP,
10-cv-05622, U.S. District Court, Southern District of New York
(Manhattan).

                         About Bayou Group

Based in Chicago, Illinois, Bayou Group LLC operated and managed
hedge funds.  The hedge fund that turned out to be a Ponzi scheme
and a receiver was subsequently appointed.  The Company and its
affiliates were sent to Chapter 11 on May 30, 2006 (Bankr.
S.D.N.Y. Lead Case No. 06-22306) to pursue recoveries for the
benefit of defrauded investors.  Elise Scherr Frejka, Esq., at
Dechert LLP, represents the Debtors in their restructuring
efforts.  Joseph A. Gershman, Esq., and Robert M. Novick, Esq., at
Kasowitz, Benson, Torres & Friedman, LLP, represent the Official
Committee of Unsecured Creditors.  Kasowitz, Benson, Torres &
Friedman LLP is counsel to the Unofficial Committee of the Bayou
Onshore Funds.  Sonnenschein Nath & Rosenthal LLP represents
certain investors.  Bayou Group estimated assets and debts of more
than $100 million in the Chapter 11 petition.

Bayou has filed lawsuits against former investors who allegedly
received fictitious profits and an inequitably large return of
their principal investments.  Jeff J. Marwil, Esq., at Jenner &
Block, was appointed on April 28, 2006, as the federal equity
receiver.  The receiver commenced adversary proceedings to recover
certain fraudulent transfers made by Bayou Group to investors.

The Bayou fraud resulted in three guilty pleas. Daniel Marino, the
head of finance, was sentence to a 20-year prison term despite his
cooperation with prosecutors.  James Marquez, a Bayou co-founder,
was sentenced to four years and three months in prison and told to
pay $6.2 million in restitution.  Another founder, Samuel Israel
III, was sentenced to 20 years following his guilty plea in
September 2005.


BELLINGHAM INSURANCE: Opinion Explores Consent for Stern Waiver
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Supreme Court will hear a case during the
term beginning in October to decide whether someone in bankruptcy
court can waive the right to have certain types of state-law
claims decided on a final basis by a life-tenured federal district
judge.  In the meantime, the Bankruptcy Appellate Panel for the
Ninth Circuit handed down an opinion exploring what types of
conduct constitute waiver of the constitutional right.

The report recounts that the case arose in Idaho where a
bankruptcy trustee filed a fraudulent transfer lawsuit to recover
a home that was transferred "for love and affection."  The
bankruptcy judge held a trial and ruled that the transfer was
fraudulent.  The defendant participated actively in the lawsuit
and never raised the constitutional law question of whether the
bankruptcy judge had power to make a final decision.  The three
judges on the appellate panel raised the waiver issue when the
case was on appeal.  The opinion by U.S. Bankruptcy Judge Bruce
Markell said the lawyer for the defendant was "clueless" about
waiver.

Writing the July 2 opinion for the three-judge panel, Judge
Markell ruled that sandbagging isn't the only means of showing
consent allowing the bankruptcy judge to make a final ruling.  By
sandbagging, he meant a situation where the defendant is aware of
the issue and waits until late in the case before raising the
topic to gain tactical advantage.  Judge Markell framed the issue
as whether the right can be forfeited or can be lost only by
"intentional relinquishment of a known right."  The facts of the
case didn't require him to reach the question of whether the right
can be forfeit.

The report relates that Judge Markell said the defendant's lawyer
"knew or should have known" about the issue.  Consequently, there
was a "rebuttable presumption" that the failure to raise the
defense was intentional.  The presumption shifted the burden to
the defendant "to show a lack of consent."  Because the record
didn't contain evidence showing lack of consent, Judge Markell
concluded the right was waived.

The case going to the Supreme Court is a spinoff from the June
2011 opinion in Stern v. Marshall where the Supreme Court said
that bankruptcy judges, not appointed for life, can't make final
decisions in some types of state-law issues.  In cases that came
later, the federal courts of appeal are split on the question of
whether rights under Stern can be waived.  In the case going to
the Supreme Court, the U.S. Court of Appeals in San Francisco
ruled in a case called Executive Benefits Insurance Agency v.
Arkison that the right can be waived.  The U.S. Court of Appeals
in Cincinnati had previously held that the right can't be waived.

The report discloses that Judge Markell steps down from the bench
this month to become the Jeffrey Stoops Professor of Law at
Florida State University.  The decision was his last as a member
of the appellate panel.  The appellate panel opinion is Hasse v.
Rainsdon (In re Pringle), 11-1081, U.S. Ninth Circuit Bankruptcy
Appellate Panel (San Francisco).

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


BERNARD L MADOFF: Case Puts Focus on Duties of Custodial Banks
--------------------------------------------------------------
Susan Antilla, writing for The New York Times, reported that among
the far-flung feeder funds, brokerage houses and institutions
interconnected in the vast Ponzi scheme perpetuated by Bernard L.
Madoff, one little-known local bank is now in the spotlight.

According to the report, Westport National Bank and its parent
company, Connecticut Community Bank, is the type of Main Street
bank found in Anytown U.S.A., rather than near Wall Street. It has
one main office and nine affiliated branches, all within a small
radius stretching from Fairfield to Greenwich.

But to more than 200 individual investors, it was the bank that
should have stood sentry over their money, the report noted. A
lawsuit brought by investors who lost a combined $60 million in
the Madoff Ponzi scheme seeks to show that the bank failed at its
job as the custodial bank in charge of their money.

Though it was one of many institutions entangled with Mr. Madoff
and his firm, Bernard L. Madoff Investment Securities, the trial
serves as a cautionary tale for any investor on the role and
duties of custodial banks, the report said.  The central question
at the heart of the civil case is what obligation, if any, such
banks have in determining whether the assets of investors exist at
all.

A jury in Hartford finished hearing eight days of evidence last
month in the case before Judge Vanessa L. Bryant of the United
States District Court for the District of Connecticut, the report
added. Closing arguments are expected to be heard on Thursday.


BROADWAY FINANCIAL: Has Until Dec. 30 to Regain Nasdaq Compliance
-----------------------------------------------------------------
Broadway Financial Corporation received a written notification
from Nasdaq on July 3, 2013, that the Company has been granted an
additional 180 calendar days, or until Dec. 30, 2013, to regain
compliance with the minimum $1.00 bid price per share requirement
of the Rule.

If at any time before Dec. 30, 2013, the bid price of the
Company's common stock closes at or above $1.00 per share for a
minimum of 10 consecutive business days, Nasdaq will provide
written notification that the Company has achieved compliance with
the Rule.

If compliance with the Rule cannot be demonstrated by Dec. 30,
2013, Nasdaq will provide written notification that the Company's
common stock will be delisted.  At that time, the Company may
appeal Nasdaq's determination to a Hearings Panel.

On Jan. 3, 2013, Broadway Financial received a written
notification from Nasdaq notifying the Company that it had failed
to comply with Nasdaq's Marketplace Rule 5550(a)(2) because the
bid price for the Company's common stock over a period of 30
consecutive business days prior to that date had closed below the
minimum $1.00 per share requirement for continued listing.  The
notification had no immediate effect on the listing of the
Company's common stock.

In accordance with Nasdaq's Marketplace Rule 5810(c)(3)(A), the
Company had a period of 180 calendar days, or until July 2, 2013,
to regain compliance with the Rule.  By the end of June 2013, it
became apparent to the Company that it would not be in compliance
with the Rule by July 2, 2013, which would subject the Company's
common stock to delisting from The Nasdaq Capital Market.  As a
result, the Company notified Nasdaq and applied for an extension
of the cure period, as permitted under the original notification.
In the application, the Company indicated that it met all other
continuing listing requirements for the Nasdaq Capital Market and
provided written notice of its intention to cure the deficiency
during the second compliance period of an additional 180 days, by
various plans, including effecting a reverse stock split, if
necessary.

The Company said it will continue to monitor the bid price for its
common stock and consider various options available to it if its
common stock does not trade at a level that is likely to regain
compliance.  These options include effecting a reverse stock
split.

The Company is pursuing a comprehensive Recapitalization that is
intended to reduce approximately $22.7 million of senior debt,
preferred stock and related accumulated dividends, eliminate the
estimated $1.69 million of accrued but unpaid interest on all of
the Company's senior debt, raise gross proceeds of $4.2 million of
new equity capital, and result in the issuance of approximately
18.1 million shares of common stock and common stock equivalents.

                      About Broadway Financial

Los Angeles, Calif.-based Broadway Financial Corporation was
incorporated under Delaware law in 1995 for the purpose of
acquiring and holding all of the outstanding capital stock of
Broadway Federal Savings and Loan Association as part of the
Bank's conversion from a federally chartered mutual savings
association to a federally chartered stock savings bank.  In
connection with the conversion, the Bank's name was changed to
Broadway Federal Bank, f.s.b.  The conversion was completed, and
the Bank became a wholly owned subsidiary of the Company, in
January 1996.

The Company is currently regulated by the Board of Governors of
the Federal Reserve System.  The Bank is currently regulated by
the Office of the Comptroller of the Currency and the Federal
Deposit Insurance Corporation.

Broadway Financial disclosed net income of $588,000 on
$19.89 million of total interest income for the year ended
Dec. 31, 2012, as compared with a net loss of $14.25 million on
$25.11 million of total interest income during the prior year.

The Company's balance sheet at March 31, 2013, showed $363.11
million in total assets, $345.93 million in total liabilities and
$17.17 million in total shareholders' equity.

Crowe Horwath LLP, in Sacramento, California, 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 tax sharing liability to its consolidated
subsidiary that exceeds its available cash, the Company is in
default under the terms of a $5 million line of credit with
another financial institution lender in which the stock of its
subsidiary bank, Broadway Federal Bank is held as collateral for
the line of credit and the Company and the Bank are both under
formal regulatory agreements.  Furthermore, the Company and the
Bank are not in compliance with these agreements and the Company's
and the Bank's capital plan that was submitted under the
agreements has been preliminarily approved subject to completion
of its recapitalization.  Failure to comply with these agreements
exposes the Company and the Bank to further regulatory sanctions
that may include placing the Bank into receivership.  These
matters raise substantial doubt about the ability of Broadway
Financial Corporation to continue as a going concern.


BROOKFIELD OFFICE: S&P Lowers Sr. Unsecured Debt Rating to 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Brookfield Office Properties Inc. and its
subsidiary, Brookfield Office Properties Canada (BOX; collectively
Brookfield Office), to 'BBB-' from 'BBB'.  The outlook is stable.
S&P also lowered its rating on the company's senior unsecured debt
rating to 'BB+' from 'BBB-' and its preferred rating to 'BB/P-3'
from 'BB+/P-3(High)'.  The rating action affects roughly
$2.7 billion of securities.  Brookfield Office retains an indirect
ownership interest in BOX of roughly 83%; as such, S&P continues
to analytically view these two related companies (Brookfield
Office and BOX) as one rated entity.

"The downgrade reflects our view that the company's financial
profile will remain weak over the next two years due to the
pending large vacancy at Brookfield Place New York and uncertainty
regarding the company's commitment to strengthening fixed-charge
coverage and debt-to-EBITDA metrics longer term, given the
potential for meaningful development pursuits and/or other largely
debt-financed growth," said credit analyst Elizabeth Campbell.

The outlook is stable and reflects S&P's view of the company's
high-quality office portfolio, characterized by in-place rents
that are below current market rents (on average).  S&P believes
long-term leases to good-quality tenants and concentrations in
comparatively healthier global office markets will sustain fixed
charge coverage in the 1.4x to 1.5x area for the next two years,
despite the lower profitability expectations as the company re-
tenants its large pending vacancy.

S&P don't see any potential for upgrade despite Brookfield
Office's "strong" business risk profile, unless the company
meaningfully deleverages its balance sheet to strengthen its
currently "significant" financial risk profile, such that fixed-
charge coverage rises to the high 1x area and debt-to-EBITDA
declines below 9.0x.

S&P don't expect further downside pressure to the rating over the
next two years.  However, S&P's credit perspective could change if
BAM's or BPY's strategic evolution materially alters the operating
platform or legal structure of Brookfield Office or fixed-charge
coverage falls below 1.3x.


BS&K PROPERTY: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: BS&K Property Holding, LLC
        P.O. Box 2956
        Gainesville, GA 30503-2956

Bankruptcy Case No.: 13-21899

Chapter 11 Petition Date: July 1, 2013

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Gainesville)

Debtor's Counsel: Charles N. Kelley, Jr., Esq.
                  CUMMINGS & KELLEY, P.C.
                  P.O. Box 2758
                  Gainesville, GA 30503-2758
                  Tel: (770) 531-0007
                  Fax: (678) 866-2360
                  E-mail: ckelley@cummingskelley.com

Scheduled Assets: $8,645,000

Scheduled Liabilities: $3,730,000

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Boyd S. Cochran, member.


BURCAM CAPITAL: District Court Halts Plan Order Pending Appeal
--------------------------------------------------------------
Senior District Judge James C. Fox granted the request of
CWCapital Asset Management, LLC, for a stay of the bankruptcy
proceedings in the case of Burcam Capital II LLC, pending
CWCapital's appeal from the bankruptcy court's order denying its
motion to dismiss Burcam Capital's Chapter 11 bankruptcy
reorganization plan and the order confirming the plan.

CWC is taking an appeal from these bankruptcy court orders:

     -- the Plan confirmation order dated Feb. 26, 2013, and
     -- the order dated Feb. 15, 2013, denying CWCapital's
        request to dismiss the Debtor's case.

CWC is in its capacity as Special Servicer to U.S. Bank National
Association and Bank of America.  U.S. Bank and Bank of America,
in turn, are acting solely in their capacities as trustees for the
promissory note holders.

Burcam Capital owns a large commercial development in Raleigh,
North Carolina.  Burcam obtained two sizeable loans from CWCapital
to purchase the development and, in return, Burcam executed two
promissory notes secured by deeds of trust on the property in
favor of the Note Holders.

Burcam filed for Chapter 11 Bankruptcy protection on June 28,
2012.  In its schedules, Burcam lists the two loans, referred to
as "Note A" and "Note B" as totaling $11,453,808 on Note A and
$782,245 on Note B.

The Note Holders have filed proofs of claim in the amount of
$14,014,329 on Note A and $1,115,569 on Note B.  The Note Holders
are the only secured creditors in the case, and the property is
valued at between $17.3 million and $18.5 million. Burcam listed
$41,798 in unsecured, nonpriority claims on its schedules. The
Note Holders promptly filed a motion to dismiss the bankruptcy
case, on the grounds that Burcam could not confirm the plan.

Burcam's original Chapter 11 plan divided the unsecured claims
into two separate classes: general unsecured claims in class 5 and
small unsecured claims in class 6. The plan provided for payment
in full to all creditors. The Note Holders purchased 16 unsecured
claims and filed rejecting ballots on behalf of each of those
claims. The Note Holders purchased these unsecured claims for
purposes of blocking confirmation of the plan. Only two creditors
voted to accept the original plan.

After receiving the ballots, Burcam modified its Chapter 11 plan
by creating a third class of unsecured claims consisting entirely
of the unsecured claims purchased by the Note Holders. The
modified plan proposed a different repayment plan for the Note
Holder-purchased class of unsecured claims, as compared to the
other classes of unsecured claims.  Burcam proposed transforming
the Note Holder-purchased unsecured claims into secured claims
secured by a deed of trust on the property and repaying those
claims at a secured interest rate of 3.75% over the course of 10
years.

The modified plan allowed for confirmation because, among other
things, at least one impaired class of unsecured creditors voted
in favor of the plan.  The Bankruptcy Court therefore denied the
motion to dismiss the Chapter 11 case and, by separate order,
confirmed Burcam's Chapter 11 plan.  The Note Holders' appeal
followed.

Judge Fox stays the Chapter 11 Plan confirmed by the Bankruptcy
Court entirely, including any future payments called for under the
plan.  In general, the parties should resume their respective
bankruptcy positions held immediately before the Chapter 11 plan
was confirmed.  The parties may apply to the District Court if any
modifications to those positions are needed.  However, the Court
allows payment of the remaining unsecured claims that have not
been purchased by the Note Holders out of Burcam's cash
collateral.  The court finds that no appeal bond is necessary in
this case because payment to these unsecured creditors leaves the
Note Holders as the only potential creditor harmed by the stay.

The case before the District Court is, CWCAPITAL ASSET MANAGEMENT,
LLC, Appellant, v. BURCAM CAPITAL II, LLC, Appellee; and BURCAM
CAPITAL II, LLC, Cross-Appellant, v. CWCAPITAL ASSET MANAGEMENT,
LLC, Cross-Appellee, Nos. 5:13-CV-278-F, 5:13-CV-279-F (E.D.N.C.).

A copy of Judge Fox's June 26, 2013 Order is available at
http://is.gd/CtlEDXfrom Leagle.com.

U.S. Bank National Association, as Trustee, successor-in-interest
to Bank of America, N.A., as Trustee, successor by merger to
LaSalle Bank National Association, as Trustee for the Registered
Holders, Appellant, is represented by Constance L. Young, Esq. --
cyoung@jahlaw.com -- at Johnston, Allison & Hord, P.A.

Bank of America, N.A., successor by merger to LaSalle Bank
National Association, as Trustee for the Registered Holders of
Mezz Cap Commercial Mortgage Trust, Appellant, is represented by
Constance L. Young, Esq., at Johnston, Allison & Hord, P.A.

Burcam Capital II, LLC, is represented by William P. Janvier,
Esq., at Janvier Law Firm, PLLC.

                      About Burcam Capital

Owned by Raleigh, N.C. developer Neal Coker, Burcam Capital II
LLC filed for Chapter 11 protection (Bankr. E.D.N.C. Case No.
12-04729) on June 28, 2012.  Judge J. Rich Leonard presides over
the Company's case.  Burcam Capital II listed both assets and
liabilities of between $10 million and $50 million in its filing.


CAROLINA INTERNATIONAL: S&P Rates $12.4MM Revenue Bonds 'BB+'
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' long-term
rating to the Public Finance Authority, Wis.' $12.4 million series
2013 education revenue bonds, issued for Carolina International
School (CIS), N.C.  The outlook is stable.

"The rating reflects our view of CIS' historically strong
operating performance, growing enrollment, sound demand profile,
and robust unrestricted cash position," said Standard & Poor's
credit analyst Chris Littlewood.

CIS will use the series 2013 bond proceeds, approximately
$12.4 million, to finance and refinance the costs of acquiring,
constructing, equipping, and improving land and buildings used or
to be used by CIS as school facilities, and to fund as much as 14
months of capitalized interest and a fully funded debt service
reserve.

The stable outlook reflects S&P's view that CIS will maintain its
sound demand profile and meet its financial projections to
generate metrics above in excess of its bond covenants.


CASA CASUARINA: Versace Mansion Will Be Sold by Current Owner
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the former Versace Mansion on Ocean Drive in Miami
Beach, Florida, will be sold by its current owner at auction on
Sept. 19.  The property dominated the headlines when fashion
designer Gianni Versace was murdered at the doorstep of his home
in 1997.

According to the report, under sale procedures to be approved at a
July 16 hearing in U.S. Bankruptcy Court in Miami, any bidder must
prove the ability to pay as much as $50 million.  The current
owner of the property, Casa Casuarina LLC, filed a petition for
Chapter 11 protection this month.  Until his Ponzi scheme blew up
in 2009, Scott Rothstein had controlled the company that owned the
property.

The report notes that secured lender VM South Beach LLC acquired
the mortgage on which $31.5 million is owing.  The other large
financial interest in the property is controlled by Herbert
Stettin, the Chapter 11 trustee for Mr. Rothstein's law firm
Rothstein Rosenfeldt Adler PA.  Mr. Stettin worked out a
settlement where he can receive as much as half of the net
proceeds from sale of the home after expenses and the VM mortgage
are paid.

The report discloses that quickly after Casa Casuarina filed
bankruptcy, VM submitted papers seeking appointment of a Chapter
11 trustee.  The request for a trustee is also on the calendar for
the July 16 hearing.  Until May, the property was being operated
by a third party as a restaurant and hotel.  Built in 1930, the
mansion was designed to resemble the home of explorer Christopher
Columbus in Genoa, Italy.  Casa Casuarina's Chapter 11 petition
pegs the value of the property at more than $50 million while debt
is less than $50 million.

                              Trustee

Nathan Hale of BankruptcyLaw360 reported that a bankruptcy judge
said she will hear evidence next week on whether to appoint a
trustee for Gianni Versace's former South Beach mansion, which a
creditor holding a $31.5 million loan says is necessary because
the property is underinsured and unprotected.

                        About Casa Casuarina

Casa Casuarina, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 13-25645) in Miami on July 1, 2013.  Peter Loftin signed
the petition as manager.  Judge Laurel M. Isicoff presides over
the case.  The Debtor estimated assets of at least $50 million and
debts of at lease $10 million.  Joe M. Grant, Esq., at Marshall
Socarras Grant, P.L., serves as the Debtor's counsel.


CENTER FIELD PROPERTIES: Hawthorn Suits Franchising Get $4K Claim
-----------------------------------------------------------------
Montana Bankruptcy Judge Ralph B. Kirsher granted, in part, the
request of Hawthorn Suits Franchising, Inc., for payment of a
postpetition administrative claim in Center Field Properties LLC's
Chapter 11 case, based on a "License Agreement" with the Debtor
and the Debtor's use of HSF's reservation system and advertising.

Hawthorn seeks payment of $85,736.  Center Field objects,
contending that Hawthorn should be allowed an administrative claim
of $4,343.35 for actual benefit to the estate under 11 U.S.C. Sec.
503(b)(1)(A).

HSF operates the franchise system for Wyndham Hotel Group, LLC,
including a system of trademarks, copyrights, trade secrets, a
rewards system, access to a centralized reservation system, which
collectively are referred to as "Hawthorn Marks," and access to
Wyndham's television and Internet advertising and Wyndham's
loyalty rewards program.  Wyndham is a Delaware company which
operates the largest hotel franchise in the world, including
franchises operating under the name of Ramada Inn, Howard
Johnson's and Hawthorn Suites.

The Court ruled that Hawthorn is entitled to an administrative
claim in the amount of $4,489.26 for the actual, necessary costs
and expenses of preserving the estate.

Hawthorn is represented by attorneys Michael J. Connolly, Esq., at
Forman Holt Eliades & Youngman, LLC, of Paramus, New Jersey, and
John H. Grant, Esq., at Jackson, Murdo & Grant, P.C. of Helena,
Montana.

A copy of the Court's July 3, 2013 Memorandum of Decision is
available at http://is.gd/RawXhEfrom Leagle.com.

Missoula, Montana-based Center Field Properties LLC, dba Hawthorn
Suites, filed for Chapter 11 bankruptcy (Bankr. D. Mont. Case No.
12-60854) on May 29, 2012.  Judge Ralph B. Kirscher presides over
the case.   The Debtor is represented by James A. Patten, Esq. --
japatten@ppbglaw.com -- at Patten, Peterman, Bekkedahl & Green,
PLLC, of Billings, Montana.  In its petition, Center Field
estimated $1 million to $10 million in assets, and $10 million to
$50 million in debts.  The petition was signed by Thomas J.
Poindexter, member.


CHEN'S BROTHER: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Chen's Brother Enterprise, L.P.
        P.O. Box 1834
        Bellaire, TX 77402-1834

Bankruptcy Case No.: 13-34062

Chapter 11 Petition Date: July 1, 2013

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

Judge: Marvin Isgur

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  LAW OFFICE OF MARGARET M. MCCLURE
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: (713) 659-1333
                  Fax: (713) 658-0334
                  E-mail: margaret@mmmcclurelaw.com

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

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

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

The petition was signed by Yuyang Fu, manager.


CLEAN BURN: Court Tosses Breach of Contract Claim Against Perdue
----------------------------------------------------------------
Bankruptcy Judge Thomas W. Waldrep, Jr., dismissed a claim for
breach of contract asserted by Clean Burn Fuels, LLC, in its
Amended Complaint filed July 20, 2011, against Perdue BioEnergy,
LLC.

In November 2009, the Debtor and Perdue entered into a series of
agreements regarding the supply and delivery of corn and the
purchase of a by-product resulting from the production of ethanol.
The breach of contract claim set forth in the Amended Complaint
asserted that, pursuant to Section 553(a)(3) of the Bankruptcy
Code, Perdue had no right to set off a portion of its claim
because that portion was based on a debt incurred with the intent
to increase the setoff right.

Judge Waldrep finds that Perdue did not breach the contract and
has a valid right to setoff, according to the judge's June 28,
2013 Memorandum Opinion available at http://is.gd/PW2Guzfrom
Leagle.com.

The case is, CLEAN BURN FUELS, LLC, Plaintiff, v. PURDUE
BIOENERGY, LLC, Defendant, Adv. Proc. No. 11-09046 (Bankr.
M.D.N.C.).

                      About Clean Burn Fuels

Founded in 2005, Clean Burn Fuels LLC was the first company to
produce ethanol in North Carolina.  It completed the construction
of its ethanol plant in Raeford, North Carolina, in August 2010
and started producing and selling ethanol and dried distillers
grains with solubles (DDGS) shortly thereafter.

Clean Burn filed for Chapter 11 bankruptcy protection (Bankr.
M.D.N.C. Case No. 11-80562) on April 3, 2011.  John A. Northen,
Esq., at Northen Blue, L.L.P., in Chapel Hill, N.C., represented
the Debtor.  Anderson Bauman Tourtellot Vos & Co. served as
financial consultant and chief restructuring officer.  Smith,
Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP served as
special counsel to assist the Debtor in its state court litigation
matters, including various lawsuits pending in Hoke County, North
Carolina.  The Debtor disclosed $79,516,062 in assets and
$79,218,681 in liabilities as of the Chapter 11 filing.

The Debtor lost its assets when the bankruptcy court in Durham,
North Carolina permitted foreclosure in July 2011.  The
foreclosing lender was Cape Fear Farm Credit ACA, owed $66
million.  In January 2012, the bankruptcy court appointed a
Chapter 11 trustee.

Sara A. Conti, Chapter 11 trustee for the Debtor, tapped Northen
Blue as special counsel.  Charles M. Ivey, Esq., at Ivey McClellan
Gatton, in Greensboro, N.C., represented the Creditors' Committee
as counsel.

In September 2012, the case was converted to Chapter 7 and Ms.
Conti was named Chapter 7 trustee.


CLEAR CHANNEL: Hearing on Lawsuits Settlement Set on Sept. 9
------------------------------------------------------------
The Delaware Chancery Court has scheduled a hearing on Sept. 9,
2013, at 10:00 a.m., to determine, among other things, whether the
settlement agreement of two derivative lawsuits, in which Clear
Channel is a party, is fair, reasonable, adequate, and in the best
interests of Clear Channel and its stockholders.

Two derivative lawsuits were filed in March 2012 in Delaware
Chancery Court by stockholders of Clear Channel Outdoor Holdings,
Inc., an indirect non-wholly owned subsidiary of Clear Channel
Communications, Inc.  The consolidated lawsuits are captioned In
re Clear Channel Outdoor Holdings, Inc., Derivative Litigation,
Consolidated Case No. 7315-CS.  The complaints name as defendants
certain of the current and former directors of both CCOH and CCU,
as well as CCU, Bain Capital Partners, LLC, and Thomas H. Lee
Partners, L.P.  CCOH also is named as a nominal defendant.

The complaints allege, among other things, that in December 2009
CCU breached fiduciary duties to CCOH and its stockholders by
allegedly requiring CCOH to agree to amend the terms of the
Revolving Promissory Note, dated as of Nov. 10, 2005, between CCU,
as maker, and CCOH, as payee, to extend the maturity date of the
Note and to amend the interest rate payable on the Note.
According to the complaints, the terms of the amended Note were
unfair to CCOH because, among other things, the Contract Rate was
below market.

The complaints further allege that CCU was unjustly enriched as a
result of that transaction.  The complaints also allege that the
director defendants breached fiduciary duties to CCOH in
connection with that transaction and that the transaction
constituted corporate waste.

On April 4, 2012, the board of directors of CCOH formed a special
litigation committee consisting of independent directors to review
and investigate plaintiffs' claims and determine the course of
action that serves the best interests of CCOH and its
stockholders.  On March 28, 2013, to avoid the costs, disruption
and distraction of further litigation, and without admitting the
validity of any allegations made in the complaint, legal counsel
for the defendants entered into a binding memorandum of
understanding with legal counsel for the Special Litigation
Committee and the plaintiffs to settle the litigation.

On July 8, 2013, the parties executed the Stipulation of
Settlement, on terms consistent with the MOU, and presented the
Stipulation of Settlement to the Delaware Chancery Court for
approval.

                 About Clear Channel Communications

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

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

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

                           *     *     *

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

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


CMJ PROPERTIES: Case Summary & 8 Unsecured Creditors
----------------------------------------------------
Debtor: CMJ Properties, LLC
        3545 Fairway Drive
        College Park, GA 30337

Bankruptcy Case No.: 13-64487

Chapter 11 Petition Date: July 1, 2013

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Leslie M. Pineyro, Esq.
                  JONES AND WALDEN, LLC
                  21 Eighth Street, NE
                  Atlanta, GA 30309
                  Tel: (404) 564-9300
                  Fax: (404) 564-9301
                  E-mail: lpineyro@joneswalden.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/ganb13-64487.pdf

The petition was signed by Anne Sigouin, manager.


COMSTOCK MINING: Van Den Berg Held 12% Equity Stake at June 30
--------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Van Den Berg Management, Inc., disclosed that, as of
June 30, 2013, it beneficially owned 6,943,681 shares of common
stock of Comstock Mining Inc. representing 12.14 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/tbz2h0

                       About Comstock Mining

Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based,
gold and silver mining company with extensive, contiguous property
in the historic Comstock district.  The Company began acquiring
properties in the Comstock in 2003.  Since then, the Company has
consolidated a substantial portion of the Comstock district,
secured permits, built an infrastructure and brought the
exploration project into test mining production.  The Company
continues acquiring additional properties in the Comstock
district, expanding its footprint and creating opportunities for
exploration and mining.  The goal of the Company's strategic plan
is to deliver stockholder value by validating qualified resources
(measured and indicated) and reserves (probable and proven) of
3,250,000 gold equivalent ounces by 2013, and commencing
commercial mining and processing operations by 2011, with annual
production rates of 20,000 gold equivalent ounces.

Comstock Mining disclosed a net loss of $30.76 million in 2012, a
net loss of $11.60 million in 2011 and a net loss of $60.32
million in 2010.

The Company's balance sheet at March 31, 2013, showed
$47.76 million in total assets, $25.34 million in total
liabilities, and $22.42 million in total stockholders' equity.


DALLAS RACEWAY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Dallas Raceway, Inc.
        8055 W. Highway 75
        Crandall, TX 75114

Bankruptcy Case No.: 13-33318

Chapter 11 Petition Date: July 1, 2013

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

Judge: Harlin DeWayne Hale

Debtor's Counsel: Cynthia Williams Cole, Esq.
                  COLE & COMPANY, PLLC
                  P.O. Box 2232
                  Rockwall, TX 75087
                  Tel: (469) 328-0673
                  E-mail: cwc@coleandcompanypllc.com

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

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

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

The petition was signed by Kenneth Barnes, CEO.


DETROIT, MI: Ambac Taps New York's Goldin on $170MM Detroit Debt
----------------------------------------------------------------
Chris Christoff, writing for Bloomberg News, reported that Ambac
Assurance Corp. turned to Harrison J. Goldin, New York City's
comptroller during its mid-1970s fiscal crisis, for advice on
Detroit and its plan to partially repay some debt backed by
municipal taxpayers there.

According to the report, Detroit emergency manager Kevyn Orr
halted payments on $2 billion in unsecured debt, including some
tax-backed general-obligation bonds, in June. Ambac, a unit of New
York-based Ambac Financial Group Inc. that insures $170.3 million
in the securities, said the move imperils the city's recovery.

"Michigan is making a grave error in its support for the proposed
treatment of the general-obligation bonds," Goldin said in a
statement from Ambac, the report cited. "It is short-sighted to
signal to lenders that they cannot trust the city's unconditional
pledge to repay its general-obligation debts."

Orr, appointed this year by Republican Governor Rick Snyder to
oversee the fiscal receovery of Michigan's largest city, has
proposed skipping some debt payments, including those owed on $530
million in unsecured unlimited-tax and limited-tax general-
obligation bonds, the report noted.  Orr is grappling with $17
billion in Detroit liabilities as he tries to avoid entering what
would be a record municipal bankruptcy.

"A successful revitalization of the city will be dependent upon
its ability to access cost-effective financing in the future,"
Ambac said in the statement, the report further cited. A default
by the city "is harmful to Detroit and the interests of taxpayers
in Michigan," the company said.


DIGITAL DOMAIN: No Plan Yet, Pursues Exclusivity Extension
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Digital Domain Media Group Inc., a provider of visual
effects for the movie industry until the assets were sold, is
making a second request for an expansion of the exclusive right to
propose a liquidating Chapter 11 plan.

According to the report, if approved by the bankruptcy court in
Delaware at an Aug. 26 hearing, the plan-filing deadline will be
pushed out by four months to Nov. 5.  The company said it has sold
the "vast majority" of "non-litigation assets" and has joined with
the official creditors' committee in investigating "potential
causes of action."

The company previously said there should be some recovery for the
unsecured creditors flowing from a settlement negotiated by the
unsecured creditors' committee with secured lenders.

                       About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.  The company disclosed assets of $205 million and
liabilities totaling $214 million.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  An official committee of unsecured
creditors appointed in the case is represented by lawyers at
Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP.

At a bankruptcy auction, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs. As
the result of a settlement negotiated by the unsecured creditors'
committee with secured lenders, there will be some recovery for
the committee's constituency.


DTG PROPERTIES: Case Summary & 4 Unsecured Creditors
----------------------------------------------------
Debtor: DTG Properties, LLC
        P.O. Box 1733
        Cartersville, GA 30120

Bankruptcy Case No.: 13-41892

Chapter 11 Petition Date: July 1, 2013

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Rome)

Judge: Mary Grace Diehl

Debtor's Counsel: Herbert C. Broadfoot, II, Esq.
                  RAGSDALE, BEALS, SEIGLER, PATTERSON & GRAY, LLP
                  2400 International Tower
                  229 Peachtree Street, N.E.
                  Atlanta, GA 30303
                  Tel: (404) 588-0500
                  Fax: (404) 523-6714
                  E-mail: broadfoot@rbspg.com

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

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

A copy of the Company's list of its largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ganb13-41892.pdf

The petition was signed by Don Temples, member.


DUNLAP OIL: Hires Peritus' Odenkirk to Serve as Plan Expert
-----------------------------------------------------------
Dunlap Oil Company, Inc., et al., obtained permission from the
U.S. Bankruptcy Court to employ Steven Odenkirk of Peritus
Commercial Finance LLC as plan feasibility and interest rate
expert.

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

   A. advise the Debtors in connection with, and assist in the
      preparation of, revised or updated financial projections;

   B. advise the Debtors in connection with cash flow and
      Financing issues; and

   C. perform financial analysis of the Debtors' business and
      operations.

Mr. Odenkirk's rate is $250.  Other Peritus professionals and
paraprofessionals may render services to the Debtors as needed.
Generally, Peritus' hourly rates fall within $200 to $250.

Prior to the commencement of the Chapter 11 cases, the Debtors
provided Peritus with an advance fee retainer in the amount of
$5,000.  Prior to filing the petition, the Debtors incurred
charges for services performed by Peritus in the amount of $3,260
which were applied against the retainer.

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

               About Dunlap Oil and Quail Hollow Inn

Dunlap Oil Company, Inc., and Quail Hollow Inn, LLC, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 12-23252 and
12-23256) on Oct. 24, 2012.  Founded in 1958, Dunlap Oil is a
Willcox, Arizona-based operator of 14 gasoline services stations.
QOH owns the 89-room outside corridor Best Western Plus Quail
Hollow hotel in Willcox.  The two companies are owned and operated
by the Dunlap family.

The Hon. Brenda Moody Whinery presides over the case.  John R.
Clemency, Esq., and Lindsi M. Weber, Esq., at Gallagher & Kennedy,
P.A., serve as the Debtors' counsel.  Peritus Commercial Finance
LLC serves as financial advisor.  Quail Hollow Inn also hired
Sally M. Darcy of McEvoy Daniels & Darcy P.C. for the limited
purpose of handling any claims, issues, and/or disputes between
QHI and Best Western International, Inc.  The Debtors' lead
counsel, Gallagher & Kennedy, P.A., has a conflict precluding its
representation of the Debtor in matters relating to Best Western.

QOH declared assets of at least $1 million and debts exceeding
$10 million.  DOC estimated assets and debts of $10 million to
$50 million.

The petitions were signed by Theodore Dunlap, president.

Ilene J. Lashinsky, the U.S. Trustee for Region 14, has appointed
three creditors to serve on an Official Committee of Unsecured
Creditor for the Chapter 11 bankruptcy case of Dunlap Oil Company.
The Committee tapped Nussbaum Gillis & Dinner, P.C. as its
counsel.

Pineda Grantor Trust II, successor-in-interest to Compass Bank, is
represented by Steven N. Berger, Esq., and Bradley D. Pack, Esq.,
at Engelman Berger, P.C.

Canyon Community Bank NA is represented by Pat P. Lopez III, Esq.,
Rebecca K. O'Brien, Esq., and Jeffrey G. Baxter, Esq., at Rusing
Lopez & Lizardi, P.L.L.C.


EAGLE RECYCLING: Can Use Cash Collateral Until Sept. 24
-------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey gave
Eagle Recycling Systems, Inc., interim authority to continue to
use the cash collateral securing its prepetition indebtedness to
Comerica Bank until Sept. 24, 2013, when a final hearing will be
held to consider final approval of the request.

The cash collateral will be used to, among other things, preserve
and maintain the Debtor's assets, continue to operate the Debtor's
business, and pay for replacement inventory, supplies, landfill
charges, fuel and other necessary goods and services.

As adequate protection for the use of the cash collateral,
Comerica Bank is granted replacement liens, statutory rights under
Section 507(b) of the Bankruptcy Code, and adequate protection
payments in the amount of $42,500 per month.

Objections to the final approval of the request are due Sept. 17.

Vincent F. Papalia, Esq., and Mark A. Roney, Esq., at Saiber LLC,
in Florham Park, New Jersey, represent the Debtor.

Steven A. Roach, Esq., at Miller Canfield Paddock & Stone PLC, in
Detroit, Michigan, and Richard P. Norton, Esq., at Hunton &
Williams LLP, in New York, represent Comerica.

                   About Eagle Recycling Systems

Eagle Recycling Systems and affiliate Lieze Associates Inc. sought
Chapter 11 bankruptcy protection (Bankr. D.N.J. Case Nos. 13-18412
and 13-18413) on April 19, 2013, in Newark, New Jersey.  Judge
Rosemary Gambardella oversees the case.  The Debtors have tapped
CohnReznick LLP as financial advisors; and Vincent F. Papalia,
Esq., at Saiber, LLC as counsel.  The petition was signed by
Jeffrey Marangi, authorized agent.


FORT DEFIANCE: Nevada Dist. Court Flips Summary Judgment Order
--------------------------------------------------------------
District Judge Kent J. Dawson reversed a bankruptcy court order
dated Sept. 27, 2012, granting the motion of Brenda Moody Whinery,
as Creditor Trustee of Fort Defiance Housing Corporation, Inc.,
for summary judgment regarding Brenda Todd's claimed exemption for
payments for compensation for future earnings.  The District Court
remands the issue to the bankruptcy court for further proceedings.

On May 25, 2003, Brenda Todd was injured in a serious car
accident. As a result, she filed an action against Aaron Wade
Melancon and Casablanca Resorts, LLC, seeking damages. In December
2005, in lieu of proceeding to trial, the parties reached an
agreement wherein Todd received $2,500,000 in exchange for
releasing all claims, demands, and causes of action arising out of
the incident.

In October 2006, Brenda Moody Whinery, the Creditor Trustee for
Fort Defiance Housing Corporation, Inc., filed a complaint in the
Arizona Bankruptcy Court against Todd in conjunction with a
temporary restraining order freezing all of Debtor Todd's assets
and bank accounts. On March 9, 2009, the Arizona Bankruptcy Court
granted the Creditor Trustee a judgment of $18,500,883.

On March 23, 2009, Todd filed Chapter 11 Bankruptcy in the Nevada
Bankruptcy Court. On April 10, 2009, she filed her summary of
schedules and statement of financial affairs. On April 30, 2009,
she filed an amended Schedule B and an amended Schedule C, listing
her property claimed as exempt. On September 4, 2009, the
Bankruptcy Court converted Todd's Chapter 11 case to Chapter 7. On
November 25, 2009, the Creditor Trustee filed an objection to the
exemptions Todd claimed, and, on December 31, 2009, the Creditor
Trustee filed an amended objection.

On January 5, 2010, Todd filed a response to Creditor Trustee's
amended objections.  The response included an attached document
stating that Todd had filed an amended Schedule C Property Claimed
as Exempt form with the Chapter 7 Trustee in accordance with the
Debtor's meeting with said trustee on November 30, 2009. Among
other things, the form claimed an exemption for payments for
compensation for future earnings in the amount of $1,122,384
pursuant to Nev. Rev. Stat. 21.090(1)(w).

On August 25, 2011, the Nevada Bankruptcy Court entered an Order
approving a settlement agreement between the Creditor Trustee and
the Chapter 7 Trustee appointed in Todd's Nevada bankruptcy case.
On November 21, 2011, the Creditor Trustee filed a renewed
objection to the homestead exemption. On December 22, 2011, Todd
filed a response to the renewed objection, which asserted that
Todd's claims of exemption had already been set forth in the
Schedule C that had been filed on April 30, 2009.

On March 6, 2012, Todd filed an emergency motion for turnover of
funds pursuant to exemptions claimed in the Attached January
Amendment. On April 3, 2012, the Creditor Trustee filed a response
to the emergency motion. The response included objections to
Todd's claimed exemptions in real property, automobiles,
compensation for personal injury, and payments for future
earnings. The response also alleged that Todd's Attached January
Amendment was not filed in compliance with the Federal Rules of
Bankruptcy Procedure.

On April 17, 2012, the Nevada Bankruptcy Court held a hearing
regarding Todd's exemptions. In responding to prejudice concerns
raised by Creditor Trustee, the Court held that, although Todd's
Attached January Amendment was not filed in compliance with
federal rules, it was sufficient to give Creditor Trustee notice
of Todd's intent to claim the exemptions. The Court then ordered
Todd to properly file the exemptions.

On May 21, 2012, Todd filed her amended exemptions. In this
pleading, Todd asked the Nevada Bankruptcy Court to find that her
Attached January Amendment constituted a valid amendment, making
Creditor Trustee's objections untimely. On June 4, 2012, the
Nevada Bankruptcy Court denied Todd's homestead exemption claim
and did not enter any order finding that Todd's Attached January
Amendment constituted a valid amendment.

On August 3, 2012, the Creditor Trustee filed a Motion for Summary
Judgment regarding Todd's claimed exemption for compensation of
lost future earnings. On October 9, 2012, the Court granted the
Creditor Trustee's Summary Judgment Motion, denying Todd's claim
that the sum of $1,122,384 Todd received in the Settlement was
exempt as payments for compensation for future earnings. On
October 18, 2012, Todd filed a Notice of Appeal.

The case BRENDA TODD, Appellant, v. BRENDA MOODY WHINERY, as
Creditor Trustee of Fort Defiance Housing Corporation, Inc.
Appellee, Case No. 2:12-cv-01841-KJD-GWF, Bankruptcy No. 09-14362-
LBR (D. Nev.).  A copy of the District Court's June 26 Order is
available at http://is.gd/JNUDhyfrom Leagle.com.

Brenda B. Todd appeared Pro Se.

Appellee Lowell R. Rothschild is represented by Blakeley Griffith,
Esq., and Robert R. Kinas, Esq., at Snell & Wilmer LLP; Frederick
J. Petersen, Esq., at Mesch, Clark & Rothschild, PC; and Snell &
Wilmer L.L.P.

James F., Sr. Lisowski, the Bankruptcy Trustee, appeared Pro Se.


GARLOCK SEALING: Files Brief for Asbestos Liability Trial
---------------------------------------------------------
EnPro Industries, Inc. on July 9 disclosed that Garlock Sealing
Technologies LLC has filed a pre-trial brief for the upcoming
trial to estimate its aggregate liability for pending and future
mesothelioma claims.  The brief provides an overview of the
evidence that GST intends to present at the trial.  It discloses
that GST's expert, Dr. Charles E. Bates of the economic consulting
firm Bates White LLC, estimates the net present value of GST's
expected aggregate legal liability for current and future
mesothelioma claims is no more than $125 million, or less than
half of the $270 million proposed in a plan of reorganization
filed by GST in November, 2011.  The brief also states that GST
will demonstrate at the trial that it has little or no
responsibility for the mesothelioma claims that have been and will
be asserted against it.  The scientific and other evidence that
GST will present in support of its case is outlined in the brief.

GST's brief also discloses the estimates of GST's liability for
mesothelioma claims provided by the experts engaged by the
Committee of Asbestos Personal Injury Claimants and the Future
Asbestos Claimants' Representative.  The Committee's expert,
Dr. Mark A. Peterson, has estimated the net present value of the
liability for all current and future claims at $1,260 million.
Dr. Francine F. Rabinovitz, the expert engaged by the future
claimants' representative, has estimated the net present value of
the liability for current and future claims at $970 million.  She
additionally estimates that GST would have spent $320 million to
defend current and future claims had it remained in the tort
system.  Both Dr. Peterson and Dr. Rabinovitz base their estimates
on calculations extrapolated from GST's tort system settlements in
the several years immediately preceding its Chapter 11 filing on
June 5, 2010, a method to which GST has consistently objected.

The estimation trial is scheduled to begin on July 22, 2013.  The
trial will be held in the U.S. Bankruptcy Court for the Western
District of North Carolina in Charlotte, NC.  GST's pre-trial
brief can be found under the investor relations tab on the EnPro
Industries web site http://www.enproindustries.com

                      About EnPro Industries

EnPro Industries, Inc. -- http://www.enproindustries.com-- is a
provider of sealing products, metal polymer and filament wound
bearings, components and service for reciprocating compressors,
diesel and dual-fuel engines and other engineered products for use
in critical applications by industries worldwide.

                      About Garlock Sealing

Headquartered in Palmyra, New York, Garlock Sealing Technologies
LLC is a unit of EnPro Industries, Inc. (NYSE: NPO).  For more
than a century, Garlock has been helping customers efficiently
seal the toughest process fluids in the most demanding
applications.

On June 5, 2010, Garlock filed a voluntary Chapter 11 petition
(Bankr. W.D.N.C. Case No. 10-31607) in Charlotte, North Carolina,
to establish a trust to resolve all current and future asbestos
claims against Garlock under Section 524(g) of the U.S. Bankruptcy
Code.  The Debtor estimated $500 million to $1 billion in assets
and up to $500 million in debts as of the Petition Date.

Affiliates The Anchor Packing Company and Garrison Litigation
Management Group, Ltd., also filed for bankruptcy.

Albert F. Durham, Esq., at Rayburn Cooper & Durham, P.A.,
represents the Debtor in their Chapter 11 effort.  Garland S.
Cassada, Esq., at Robinson Bradshaw & Hinson, serves as counsel
for asbestos matters.

The Official Committee of Asbestos Personal Injury Claimants in
the Chapter 11 cases is represented by Travis W. Moon, Esq., at
Hamilton Moon Stephens Steele & Martin, PLLC, in Charlotte, NC,
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, in New
York, and Trevor W. Swett III, Esq., Leslie M. Kelleher, Esq., and
Jeanna Rickards Koski, Esq., in Washington, D.C. 20005.

Joseph W. Grier, III, the Court-appointed legal representative for
future asbestos claimants, has retained A. Cotten Wright, Esq., at
Grier Furr & Crisp, PA, and Richard H. Wyron, Esq., and Jonathan
P. Guy, Esq., at Orrick, Herrington & Sutcliffe LLP, as his co-
counsel.

About 124,000 asbestos claims are pending against Garlock in state
and federal courts across the country.  The Company says majority
of pending asbestos actions against it is stale and dormant --
almost 110,000 or 88% were filed more than four years ago and more
than 44,000 or 35% were filed more than 10 years ago.

Garlock said in the Disclosure Statement that all asbestos claims
must be paid in full.  Full payment enables the plan to allow
continued ownership by parent EnPro Industries Inc.

The Plan will create a trust to fund payment to present and future
asbestos claimants.  For currently existing claims, the trust will
have insurance proceeds plus cash from Garlock together with a
promise from EnPro to provide up to $30 million over time.  For
future claims, the trust will receive $60 million from Garlock
plus a secured promise by Garlock to supply an additional
$140 million.  The promise will be secured by 51% of Garlock's
stock.


GENELINK INC: Directors Doug Boyle and James Monton Quit
--------------------------------------------------------
Dr. Douglas M. Boyle and Mr. James A. Monton resigned as directors
of GeneLink, Inc., on July 1, 2013.  Mr. Monton was the Chair of
the Company's Compensation Committee.  In connection with their
resignations, Dr. Boyle and Mr. Monton and the Company entered
into mutual releases and the Company has agreed to allow all
options held by Dr. Boyle and Mr. Monton to continue in effect
through the remainder of their respective terms.

                           About Genelink

Based in Orlando, Fla., GeneLink, Inc., is a solution provider in
the genetically customized nutritional and personal care
marketplace.

Genelink disclosed a net loss of $3.05 million on $2.13 million of
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $3.83 million on $4.68 million of revenue during the prior
year.  The Company's balance sheet at March 31, 2013, showed $1.23
million in total assets, $4.25 million in total liabilities and a
$3.01 million total stockholders' deficit.

Hancock Askew & Co., LLP, in Savannah, GA, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company incurred significant net losses in 2012 and 2011,
has a working capital deficit and a significant accumulated
deficit.  These items raise substantial doubt as to the Company's
ability to continue as a going concern.


GEORGE C. SHAPIRO: Case Summary & 15 Unsecured Creditors
--------------------------------------------------------
Debtor: George C. Shapiro, MD & Jeffrey T. Shapiro, MD, P.C.
        700 White Plains Road, Suite 19
        Scarsdale, NY 10583

Bankruptcy Case No.: 13-23096

Chapter 11 Petition Date: July 1, 2013

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

Judge: Robert D. Drain

Debtor's Counsel: Salvatore J. Liga, Esq.
                  THE LIGA LAW GROUP, P.C.
                  777 Westchester Avenue, Suite 101
                  White Plains, NY 10604
                  Tel: (877)725-5442
                  Fax: (917)591-8818
                  E-mail: sliga@ligalaw.com

Scheduled Assets: $989,262

Scheduled Liabilities: $1,398,436

A copy of the Company's list of its 15 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nysb13-23096.pdf

The petition was signed by Jeffrey T. Shapiro, MD, owner.

Related entities that have pending bankruptcy cases:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
George C. Shapiro                     13-23026            06/28/13
Jeffrey T. Shapiro                    13-23025            06/28/13


GRANITE DELLS: EH Co. Funding Date Extended to Aug. 15
------------------------------------------------------
Judge Eddward P. Ballinger, Jr., of the U.S. Bankruptcy Court for
the District of Arizona approved a stipulation extending the "EH
Co. Funding Date" to August 15, 2013.

The "EH Co. Funding Date" is defined in the "Immaterial
Modification to Ad Hoc Committee of Note Holders and Arizona Eco
Development, LLC's Joint Plan of Reorganization for Granite Dells
Ranch Holdings, LLC Corrected as of January 24, 2013," the order
stated.

Donald L. Gaffney, Esq., Benjamin W. Reeves, Esq., Evans O'Brien,
Esq., and Jill H. Perrella, Esq., at Snell & Wilmer L.L.P., in
Phoenix, Arizona, represent the Debtor.

                About Granite Dells Ranch Holdings

Scottsdale, Arizona-based Granite Dells Ranch Holdings LLC filed a
bare-bones Chapter 11 petition (Bankr. D. Ariz. Case No. 12-04962)
in Phoenix on March 13, 2012.  Judge Redfield T. Baum PCT Sr.
oversees the case.  The Debtor is represented by Alan A. Meda,
Esq., at Stinson Morrison Hecker LLP.  The Debtor disclosed
$2.22 million in assets and $157 million in liabilities as of the
Chapter 11 filing.

Cavan Management Services, LLC is the Debtor's manager.  David
Cavan, member of the firm, signed the Chapter 11 petition.

Arizona ECO Development LLC, which acquired a $83.2 million 2006
loan by the Debtor, is represented by Snell & Wilmer L.L.P.  The
resolution authorizing the Debtor's bankruptcy filing says the
Company is commencing legal actions against Stuart Swanson, AED,
and related entities relating to the purchase by Mr. Swanson of a
promissory note payable by the Company to the parties that sold a
certain property to the Company.  According to Law 360, AED sued
Granite Dells on March 6 asking the Arizona court to appoint a
receiver.  Arizona ECO is foreclosing on a secured loan backed by
15,000 acres of Arizona land.

The United States Trustee said that an official committee has not
been appointed in the bankruptcy case of Granite Dells because an
insufficient number of unsecured creditors have expressed interest
in serving on a committee.


HANDY HARDWARE: Seeks to Slash $18-Mil. Claim
---------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that bankrupt cooperative
Handy Hardware Wholesale Inc. asked a Delaware bankruptcy judge to
nix nearly all of an $18 million claim filed by a Mississippi-
based transportation company, saying the bulk of the amount
consists of unfounded and inflated damages supposedly stemming
from a rejected contract.

According to the report, Handy Hardware contends Trans Power
Corp.'s amended proof of claim is inflated by more than $17.5
million, losses it says the transportation company will not
actually face from the cancellation of their service contract.

                      About Handy Hardware

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

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

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

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

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


HAUNTED DESERT: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Haunted Desert, LLC
        3170 W. Sunset Road
        Las Vegas, NV 89118

Bankruptcy Case No.: 13-15807

Chapter 11 Petition Date: July 1, 2013

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

Judge: Mike K. Nakagawa

Debtor's Counsel: Matthew C. Zirzow, Esq.
                  LARSON & ZIRZOW
                  810 S. Casino Center Boulevard, #101
                  Las Vegas, NV 89101
                  Tel: (702) 382-1170
                  Fax: (702) 382-1169
                  E-mail: matt@lzlawnv.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nvb13-15807.pdf

The petition was signed by Robert H. Frey, managing member.


HEMISPHERE MEDIA: New $175MM Term Loan Gets Moody's B2 Rating
-------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and a B2-PD Probability of Default Rating (PDR) to Hemisphere
Media Holdings, LLC with InterMedia Espanol, Inc. as a co-
borrower. Moody's also assigned B2 to the company's proposed $175
million 1st lien senior secured term loan and SGL -1 Speculative
Grade Liquidity (SGL) Rating. Proceeds from the new term loan are
expected to refinance approximately $89 million of existing debt
with roughly $82 million of remaining net proceeds earmarked for
potential acquisitions and investments. The rating outlook is
stable.

Assignments:

Issuer: Hemisphere Media Holdings, LLC

Corporate Family Rating: Assigned B2

Probability of Default Rating: Assigned B2-PD

Speculative Grade Liquidity (SGL) Rating: Assigned SGL - 1

Issuer: Hemisphere Media Holdings, LLC and InterMedia Espanol,
Inc.

NEW $175 million 1st Lien Senior Secured Term Loan: Assigned B2,
LGD3 - 47%

Outlook Actions:

Issuer: Hemisphere Media Holdings, LLC

Outlook is Stable

Rating Rationale:

Hemisphere's B2 Corporate Family Rating reflects high leverage
with initial debt-to-EBITDA of 4.3x for LTM March 31, 2013
(including Moody's standard adjustments), the company's lack of
scale, event risk related to its acquisition strategy, as well as
operating risks associated with its television broadcast network
in Puerto Rico and its sister cable network distributed in the
U.S. (collectively roughly two-thirds of EBITDA) and its Spanish
language movie cable network (one-third of EBITDA). Hemisphere
relies on its single Puerto Rico based independent television
station (WAPA-TV) and self-produced programming which is also
distributed through its cable network (WAPA America). The
company's Cinelatino cable network (one third of EBITDA) is
exposed to risks associated with its 100% reliance on licensed
third party content and predominant offering of films.

Despite these challenges, ratings are supported by Hemisphere's
focus on the high growth Spanish speaking U.S. population combined
with continuing subscriber growth for the Hispanic segment in the
U.S. and Latin America. The company benefits from the leading
position of its broadcast operations in Puerto Rico and the
revenue benefits from producing its own attractive programming.
Ratings are also supported by its distinctive position as an
independent film channel, with access to film content from major
distributors, typically with exclusive rights. Moody's believes
Hemisphere has less leverage when negotiating subscription fees
due to its lack of scale and absence of broad network programming
with only two channels.

Management is addressing these challenges through its acquisition
strategy and plans to supplement current revenues by developing an
ad model for Cinelatino which currently relies 100% on subscriber
fees. Moody's believes advertisers are increasingly attracted to
the higher growth Spanish language segment in the U.S. Beyond the
near term, however, Moody's believes the company remains
vulnerable to competition from deeper pocketed players.
Furthermore, there are meaningful event risks related to the
company's acquisition strategy and plans to expand operations in
Latin America. Despite the likely funding of future acquisitions
with excess cash, liquidity is expected to remain at least good
with a minimum of $15 million of cash balances supplemented by
mid-single digit free cash flow-to-debt ratios from continuing
operations.

The stable outlook reflects Moody's view that the company will
generate at least low to mid-single digit percentage revenue
growth over the next 12-18 months, excluding the impact of
acquisitions, supported by subscriber growth and contractual
increases in both broadcast retransmission and cable subscriber
fees with the potential for incremental ad revenues, consistent
with management's strategy to develop an ad supported revenue
model for Cinelatino.

The outlook incorporates Moody's expectations that debt-to-EBITDA
ratios will not increase above current levels over the next 12
months, and that near term acquisitions will be funded largely
with excess cash. The outlook does not incorporate dividends nor
debt financed acquisitions that would increase gross debt-to-
EBITDA ratios above initial levels. Ratings could be downgraded if
overall performance were to deteriorate due to increased
competition, underperformance in Puerto Rico, or the inability to
integrate future acquisitions. Deterioration in the company's
liquidity reflected by below expected balance sheet cash levels or
debt financed acquisitions resulting in debt-to-EBITDA ratios
being sustained above 5.0x (including Moody's standard
adjustments) could also result in a downgrade.

Although not likely given management's acquisition strategy, lack
of scale, and reliance on the Puerto Rico economy for the majority
of its ad revenues, Moody's could consider an upgrade of ratings
if debt-to-EBITDA ratios are sustained comfortably below 3.75x
with free cash flow-to-debt ratios remaining above 12%. Management
would also need to demonstrate success in its acquisition strategy
and Moody's would need to be assured that liquidity would remain
good.

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

Hemisphere Media Holdings, LLC, headquartered in Miami, FL, is a
U.S. Spanish-language TV and cable network business serving the
high-growth U.S. Hispanic population. Hemisphere owns and operates
Cinelatino, WAPA Television and WAPA America. Cinelatino (25% of
revenue) is a leading Spanish-language movie channel with more
than 12 million subscribers in the U.S., Latin America and Canada,
featuring a large selection of titles from Mexico, Latin America,
Spain and the Caribbean. WAPA Television (founded in 1954, and
together with its cable network, WAPA America, make up the
remaining 75% of revenue) is a broadcast station with leading
primetime and full day ratings in Puerto Rico. WAPA America is a
leading cable network targeting Puerto Ricans and other Caribbean
Hispanics living in the U.S., featuring news and entertainment
programming produced by WAPA-TV. WAPA America has more than five
million U.S. subscribers. InterMedia Partners VII, L.P. owns 57%
of the economic interest in Hemisphere (approximately 77% of
voting interest). Revenues for twelve months ended March 31, 2013
pro forma for the April 2013 merger of WAPA and Cinelatino totaled
$95 million.


HORNE INTERNATIONAL: Asher Held 9.9% Equity Stake at July 8
-----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Asher Enterprises, Inc., disclosed that, as of
July 8, 2013, it beneficially owned 4,725,874 shares of common
stock of Horne International, Inc., representing 9.99 percent of
the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/Q99DMK

                    About Horne International

Fairfax, Va.-based Horne International, Inc., is an engineering
services company focused on provision of integrated, systems
approach based solutions to the energy and environmental sectors.

Stegman & Company, in Baltimore, Maryland, expressed substantial
doubt about Horne International's ability to continue as a going
concern.  The independent auditors noted that the Company has
experienced continuing net losses for each of the last four years
and as of Dec. 31, 2012, current liabilities exceeded current
assets by $2.26 million.

The Company reported a net loss of $1.6 million on $4.1 million of
revenue in 2012, compared with a net loss of $121,000 on
$5.7 million of revenue in 2011.

The Company's balance sheet at Dec. 31, 2012, showed $1.2 million
in total assets, $3.2 million in total liabilities, and a
stockholders' deficit of $2.0 million.


HOSTESS BRANDS: Flowers Has Antitrust OK to Buy Wonder Bread
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Flowers Foods Inc. announced that it received federal
antitrust clearance to buy most of the bread business of the
company formerly known as Hostess Brands Inc.  The $360 million
sale includes the Wonder bread brand and was approved by the
bankruptcy court in March.

According to the report, the sale to Flowers was among the three
largest, totaling $802 million, that disposed of most of the
Hostess business.  Flowers took 20 bakeries and 36 depots.  In the
largest sale, Apollo Global Management LLC and C. Dean Metropoulos
& Co. bought the snack cake business for $410 million.  There were
no competing bids in either sale.

Thomasville, Georgia-based Flowers has 44 bakeries and generated
more than $3 billion in sales last year.  Its brands include
Nature's Own and Tastykake.

                       About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Hostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

The official committee of unsecured creditors selected New York
law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom
Mayer and Ken Eckstein head the legal team for the committee.

Hostess Brands in mid-November 2012 opted to pursue the orderly
wind down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.

Hostess Brands sold its businesses and most of the plants to five
different buyers for an aggregate of $860 million.  Hostess still
has some plants, depots and other facilities the buyers didn't
acquire.

The bankruptcy estate has changed its name to Old HB Inc.


HOTEL AIRPORT: Plan Consummated, Reorganization Case Closed
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico has
entered a final decree closing the Chapter 11 case and the estate
of Hotel Airport Inc.

The Court, in a June 5 order, determined that the Debtor's
confirmed Chapter 11 Plan has been substantially consummated.

As reported by the Troubled Company Reporter on Feb. 20, 2013, the
Plan will be substantially funded by the Debtor's assets and
income from the operation of its business.  The Plan contemplates
the assumption of the lease contract with the Puerto Rico Ports
Authority under Bankruptcy Code Section 365.  The assumption is
part of a stipulation which provide for the curing of defaults
through payments and withdrawal of funds which are underway.

At the time of the bankruptcy filing, the Debtor was involved in
the eviction litigation with the PRPA.  This litigation has been
settled.

The Plan treats claims and interests as follows:

    * Holders of allowed administrative expense priority claims,
      which are unclassified, will be paid in full on the
      effective date of the Plan.

    * General unsecured creditors were listed in the Debtor's
      schedules in the total amount of $155,666,718.  The bulk
      of this debt ($155,500,000) arises out of HAI being a
      co-obligor with its parent company, CAF, regarding loans
      secured by property owned by non-debtor parties.  These
      loans made to the related companies are secured by
      property held by them, and are being paid according to
      the debt-service agreed between the creditor and the
      respective principal debtor.  Hence, the Debtor will not
      be making payments on said claims, but will remain as
      a guarantor in case of default.

    * The other unsecured claims are to be paid 100% of their
      allowed amounts, without interest, in 36 monthly
      installments starting 30 days after the Effective Date.

    * Stockholders (Class 4) will retain their interest in stock,
      but will receive no dividends until payments to unsecured
      creditors are concluded.

    * FirstBank's secured claim (Class 5) is secured with a
      mortgage encumbering the Debtor's main asset -- its lease
      contract with PRPA -- and virtually all the other assets.
      The PoC 5 filed by this creditor shows a balance of
      $9,635,213, which has been reduced through postpetition
      payments.  The Debtor will maintain the debt service
      agreed upon with FirstBank, with any modification that
      may be agreed upon with said creditor.

A copy of the Amended Disclosure Statement is available at:

             http://bankrupt.com/misc/HAI.doc189.pdf

                       About Hotel Airport

Hotel Airport Inc., in San Juan, Puerto Rico, is a wholly-owned
subsidiary of Caribbean Airport Facilities Inc. ("CAF").  HAI was
organized on Feb. 20, 2003, under the corporate laws of Puerto
Rico by parties unrelated to the Debtor's current directors or
shareholders.  Under its original management, and owners, during
2003 and the first six months of 2004, HAI was engaged in the
restoration and refurbishing of the San Juan Airport Hotel located
in the Luis Munoz Marin International Airport in Carolina,
Puerto Rico.  Operations commenced in July 2004.  The hotel
consists of 125 rooms, a restaurant, various meeting spaces and
supporting facilities in an area of approximately 60,000 square
feet.

During the year ending June 30, 2009, HAI's management, decided to
discontinue the Casino operations, and on July 7, 2009, said
operation was closed.  The casino property and equipment amounting
to $967,399 was liquidated and the proceeds applied to the
outstanding loan with Firstbank.

HAI leases the hotel facilities from the Puerto Rico Port
Authority under a lease agreement executed on March 27, 2007, and
subsequently amended on various occasions.

HAI filed for Chapter 11 bankruptcy (Bankr. D.P.R. Case No.
11-06620) on Aug. 5, 2011.  Judge Enrique S. Lamoutte Inclan
oversees the case.  Edgardo Munoz, PSC, in San Juan, P.R., serves
as bankruptcy counsel.  Francisco J. Garrido Molina serves as its
accountant, and RS & Associates as external auditors to perform
auditing services.  The Debtor disclosed US$8,547,993 in assets
and US$171,169,392 in liabilities as of the Chapter 11 filing.
The petition was signed by David Tirri, its president.


ICTS INTERNATIONAL: Buys All Capital Stock of BDLG for $32,407
--------------------------------------------------------------
I-SEC Germany GmbH, a wholly owned subsidiary of I-SEC
International BV entered into a contract to purchase all of the
capital stock of Brink's Deutsche Luftsicherheit GmbH (BDLG) from
Brink's Sicherheit GmbH.  The closing took place on July 1, 2013.
The purchase price for the shares was EUR 25,000 (approximately
$32,407).

The acquisition was financed with internal funds.  A closing
condition required settlement of intercompany clearing account
through re-payment of the credit balance on account and for the
benefit of BDLG in an amount of EUR 816,587 (approximately
$1,058,542).

It is expected to increase revenue by approximately EUR 14 million
(approximately $18.1 million) on a yearly basis.

BDLG operates in the field of professional aviation security
services in Germany since May 1, 2013.  It specializes in
passenger and freight control at Frankfort Airport and employees
approximately 400 security agents.

A copy of the Acquisition Agreement is available at:

                       http://is.gd/FRhPvh

                     About ICTS International

ICTS International N.V. is a public limited liability company
organized under the laws of The Netherlands in 1992.

ICTS specializes in the provision of aviation security and other
aviation services.  Following the taking of its aviation security
business in the United States by the TSA in 2002, ICTS, through
its subsidiary Huntleigh U.S.A. Corporation, engages primarily in
non-security related activities in the USA.

ICTS, through I-SEC International Security B.V., supplies aviation
security services at airports in Europe and the Far East.

In addition, I-SEC Technologies B.V. including its subsidiaries
develops technological systems and solutions for aviation and non?
aviation security.

ICTS International incurred a net loss of US$9.01 million in 2012,
a net loss of US$2.14 million in 2011 and a net loss of US$8.12
million in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed US$22.55 million in total assets, US$59.24 million in total
liabilities and a US$36.68 million total shareholders' deficit.

Mayer Hoffman McCann CPAs, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has a history of recurring losses from continuing
operations, negative cash flows from operations, working capital
deficit, and is in default on its line of credit arrangement in
the United States as a result of the violation of certain
financial and non-financial covenants.  Collectively, these
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


IDEARC INC: 5th Circ. Tosses ERISA Action Against Idearc Execs
--------------------------------------------------------------
David McAfee of BankruptcyLaw360 reported that the Fifth Circuit
affirmed the dismissal of an Employee Retirement Income Security
Act class action brought by participants in now-defunct Idearc
Inc.'s management plan, who accused the company's board members
and officers of breaching fiduciary duty by failing to divest
company stock and to stop offering it as an investment option.

According to the report, a Texas federal judge first dismissed the
lawsuit in 2011, finding that the plan's trust agreement mandated
that company stock be an option, but allowed the plaintiffs leave
to file an amended complaint.

                       About Idearc Inc.

Headquartered in D/FW Airport, Texas, Idearc, Inc., now known as
SuperMedia Inc., is the second largest U.S. yellow pages
publisher.  Idearc was spun off from Verizon Communications, Inc.

Idearc and its affiliates filed for Chapter 11 protection (Bankr.
N.D. Tex. Lead Case No. 09-31828) on March 31, 2009.  The Debtors'
financial condition as of Dec. 31, 2008, showed total assets of
$1,815,000,000 and total debts of $9,515,000,000.  Toby L. Gerber,
Esq., at Fulbright & Jaworski, LLP, represented the Debtors in
their restructuring efforts.  The Debtors tapped Moelis & Company
as their investment banker; Kurtzman Carson Consultants LLC as
their claims agent.

William T. Neary, the United States Trustee for Region 6,
appointed six creditors to serve on the official committee of
unsecured creditors.  The Committee selected Mark Milbank, Tweed,
Hadley & McCloy LLP, as counsel, and Haynes and Boone, LLP, co-
counsel.

Idearc completed its debt restructuring and its plan of
reorganization became effective as of Dec. 31, 2009.  In
connection with its emergence from bankruptcy, Idearc changed its
name to SuperMedia Inc.  Under its reorganization, Idearc reduced
its total debt from more than $9 billion to $2.75 billion of
secured bank debt.

Less than two years since leaving bankruptcy protection,
SuperMedia remains in quandary.  Early in October 2011, Moody's
Investors Service slashed its corporate family rating for
SuperMedia to Caa1 from B3 prior.  The downgrade reflects Moody's
belief that revenues will continue to decline at a double digit
rate for the foreseeable future, leading to a steady decline in
free cash flow.  SuperMedia's sales were down 17% for the second
quarter of 2011 in a generally improving advertising sector.
Moody's ratings outlook for SuperMedia remains negative.

While SuperMedia is attempting to transition the business away
from its reliance on print advertising through development of
online and mobile directory service applications, Moody's is
increasingly concerned that the company will not be able to make
this change quickly enough to stabilize the revenue base over the
intermediate term. Further, the high fixed cost nature of
SuperMedia's business could lead to steep margin compression,
notwithstanding continued aggressive cost management.


IGPS COMPANY: Has OK to Hire AlixPartners as Administrative Agent
-----------------------------------------------------------------
iGPS Company LLC obtained authorization from the U.S. Bankruptcy
Court for the District of Delaware to employ AlixPartners, LLP, as
administrative agent, nunc pro tunc to the Petition Date.

As administrative agent, AlixPartners will:

      a. provide voting ballots to necessary parties, quantify the
         ballot results and provide a final report to the Court;

      b. assemble creditors' matrix listing all potential
         creditors based on data provided by the Debtor;

      c. be available for testimony like results of balloting;

      d. develop and host a case website including a secure
         document room for legal and transactional diligence as
         necessary; and

      e. assist with other matters as may be requested that fall
         within AlixPartners' expertise and that are mutually
         agreeable.

As reported by the Troubled Company Reporter on July 1, 2013,
AlixPartners disclosed that it received from the Debtors a
retainer of $15,000 before the Petition Date.  As of the Petition
Date, the retainer had a balance of $2,303.  AlixPartners will be
paid a monthly fee pursuant to an engagement letter.

                          About iGPS Co.

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

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

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

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


IGPS COMPANY: Has Court's OK to Hire White & Case as Attorney
-------------------------------------------------------------
iGPS Company LLC obtained permission from the U.S. Bankruptcy
Court for the District of Delaware to employ White & Case LLP as
attorneys, nunc pro tunc to the Petition Date.

White & Case will, among other things, take necessary actions to
maximize the value of the estate of the Debtor, including the
prosecution of actions on the Debtor's behalf, the defense of any
actions commenced against the Debtor, the negotiation of disputes
in which the Debtor is involved, and the preparation of objections
to claims filed against the Debtor's estate.  White & Case will be
paid at these hourly rates:

      Partners               $750-$950
      Counsel                $530-$850
      Associates             $395-$730
      Paraprofessionals      $215-$315

Prior to the Petition Date, the Debtor made certain payments to
White & Case to be held on-account as retainer for services
rendered and reimbursement of expenses incurred with respect to
work in progress and work to be provided in connection with the
preparation of the Chapter 11 case.  The amounts provided as
retainer have been applied to all remaining fees and expenses
owing to White & Case on account of prepetition services to the
Debtor.  The excess retainer balance, in the amount of $87,287.11,
will be held by White & Case and will be applied to the fees and
expenses incurred and accrued by White & Case in connection with
the representation of the Debtor on postpetition basis, upon
approval of the fees and expenses by the Court.

White & Case assured the Court that it is a disinterested person
as the term is defined in Section 101(14).

                          About iGPS Co.

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

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

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

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


IGPS COMPANY: Committee Taps Cole Schotz as Delaware Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of iGPS Company LLC asks for authorization from the U.S.
Bankruptcy Court for the District of Delaware to retain Cole,
Schotz, Meisel, Forman & Leonard, P.A., as Delaware counsel, nunc
pro tunc to June 14, 2013.

Cole Schotz will, among other things:

      a. assist the Committee in its investigation of the acts,
         conduct, assets, liabilities and financial condition of
         the Debtor, the operation of the Debtor's business and
         any other matter relevant to the Debtor's case, as and to
         the extent the matters may affect the Debtor's creditors;

      b. participate in negotiations with parties-in-interest with
         respect to any disposition of the Debtor's assets, plan
         of reorganization and disclosure statement in connection
         with the plan, and otherwise protect and promote the
         interests of the Debtor's creditors; and

      c. assist with the preparation of all necessary
         applications, motions, answers, orders, reports and
         papers on behalf of the Committee, and appear on behalf
         of the Committee at Court hearings as necessary and
         appropriate in connection with the Debtor's case.

The attorneys and paralegals presently designated to be primarily
responsible for representing the Committee, and their current
standard hourly rates, include:

      J. Kate Stickles, Member            $625
      Therese A. Scheuer, Associate       $310
      Pauline Z. Ratkowiak, Paralegal     $235
      Kimberly A. Karstetter, Paralegal   $200

Other attorneys and paralegals may be involved as necessary and
appropriate to represent the Committee.  The current rates of Cole
Schotz members, associates and paralegals are:

      Members                          $350-$785
      Special Counsel                  $365-$500
      Associates                       $210-$400
      Paralegals                       $165-$245

To the best of the Committee's knowledge, Cole Schotz is a
disinterested person as the term is defined in Section 101(14).

The Committee is also filing an application to retain McKenna Long
& Aldridge LLP as its lead counsel.  MLA and Cole Schotz will work
together at the direction of the Committee to avoid any
unnecessary duplication of services in this matter.

                          About iGPS Co.

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

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

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

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


IGPS COMPANY: Shaun Martin OK'd as Chief Restructuring Officer
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has granted
iGPS Company LLC permission to designate Shaun Martin from Winter
Harbor LLC as its chief restructuring officer.

Winter Harbor will provide personnel who will assist the CRO in
the performance of his duties.  Mr. Shaun will be paid an hourly
rate of $495, while additional Winter Harbor employees will be
paid these hourly rates: $495 to $595 for managing director, $395
to $450 for director, $250 to $325 for manager, $175 to $225 for
associate, and $75 to $125 for clerical/administrative personnel.

                          About iGPS Co.

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

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

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

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




INFUSYSTEM HOLDINGS: Jonathan Foster to Serve as Permanent CFO
--------------------------------------------------------------
InfuSystem Holdings, Inc., entered into an employment agreement
with Jonathan P. Foster, pursuant to which Mr. Foster will
continue, on a permanent basis, his service as the Company's Chief
Financial Officer effective Sept. 1, 2013.  Mr. Foster has been
serving as Chief Financial Officer since March 16, 2012, under a
Consulting Agreement, as amended.

Mr. Foster will receive an annual base salary of $257,000
initially, subject to increase at the discretion of the Company,
in addition to employment benefits generally available to other
Company employees and reimbursement for business-related and
continuing professional education expenses.

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

                        http://is.gd/9tdHEP

             Inks Retention Agreements with Executives

On July 2, 2013, the Company entered into retention agreements
with each of the Company's named executive officers, Chief
Executive Officer Eric Steen, Chief Financial Officer Jonathan
Foster; and Chief Operating Officer Jan Skonieczny, and certain
other key employees, based upon the approval of both the Special
Committee and the Compensation Committee.  The Retention
Agreements have been established to compensate for additional job
duties in connection with, and to retain necessary Company
personnel through, a potential Change in Control transaction.

These Retention Agreements provide for cash award payments in the
event that a Change in Control of the Company occurs on or before
March 31, 2014, provided that participants are employed with the
Company through the closing date of such a transaction, or 30 days
prior to that date, if that employment does not terminate by
reason of voluntary resignation, retirement or termination for
cause prior to the closing date.  A Change in Control transaction
is a transaction resulting in a change in ownership of 50 percent
or more of the Company's common stock or a sale of substantially
all of the Company's assets.

Under the Retention Agreements, Mr. Foster and Ms. Skonieczny
would receive nine months of their then-current base salary, and
Mr. Steen would receive one year of his then-current base salary,
upon the closing of a transaction that resulted in a Change of
Control, as defined in the Retention Agreements.  Those amounts
would be paid in three one-third installments within 30 days of
the following dates: (1) the closing of a Change in Control
transaction; (2) six months after the first payment; and (3) one
year after the first payment or any involuntary termination of the
executive officer's employment.

                     About InfuSystem Holdings

InfuSystem Holdings, Inc., operates through operating
subsidiaries, including InfuSystem, Inc., and First Biomedical,
Inc.  InfuSystem provides infusion pumps and related services.
InfuSystem provides services to hospitals, oncology practices and
facilities and other alternate site healthcare providers.
Headquartered in Madison Heights, Michigan, InfuSystem delivers
local, field-based customer support, and also operates pump
service and repair Centers of Excellence in Michigan, Kansas,
California, and Ontario, Canada.

Infusystem Holdings disclosed a net loss of $1.48 million in 2012,
as compared with a net loss of $45.44 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $76.22 million
in total assets, $35.70 million in total liabilities and
$40.52 million in total stockholders' equity.


INSPIRATION BIOPHARMA: Plan Filing Deadline Extended to July 31
---------------------------------------------------------------
Judge William C. Hillman of the U.S. Bankruptcy Court for the
District of Massachusetts (Eastern Division) extended until July
31, 2013, the period within which Inspiration Biopharmaceuticals,
Inc., has exclusive right to file a plan and until Sept. 30, 2013,
the period within which the Debtor has exclusive right to solicit
acceptances of that plan.

According to the Debtor's counsel, Andrew G. Lizotte, Esq., at
Murphy & King, Professional Corporation, in Boston, Massachusetts,
the additional time will allow it to continue to work through tax
complexities and purchase price allocations, which are needed in
order for the disclosure statement explaining its plan to have
adequate information.

The Debtor is also represented by Harold B. Murphy, Esq., at
Murphy & King, Professional Corporation, in Boston, Massachusetts.

               About Inspiration Biopharmaceuticals

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

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

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

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

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


INTELLICELL BIOSCIENCES: Issues Add'l 6.2MM Shares to Hanover
-------------------------------------------------------------
Intellicell Biosciences, Inc., on July 2, 2013, issued and
delivered to Hanover Holdings I, LLC, another 6,250,000 settlement
shares pursuant to the terms of the Settlement Agreement approved
by the Supreme Court of the State of New York, County of New York.

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

On May 23, 2013, the Company issued and delivered to Hanover
8,500,000 shares of the Company's common stock, $0.001 par value,
on June 17, 2013, the Company issued and delivered to Hanover
5,550,000 Additional Settlement Shares, and on June 19, 2013, the
Company issued and delivered to Hanover 4,300,000 Additional
Settlement Shares.

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

                      http://is.gd/57FWyd

                  About Intellicell Biosciences

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

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

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


INVESTORS CAPITAL: Court Extends Solicitation Period Until Sept. 2
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky
extended Investors Capital Partners II, LP's exclusive periods to
solicit acceptances of its plan until Sept. 2, 2013.

The Debtor filed its plan and disclosure statement on March 19,
2013.

The Debtor will use the additional time to communicate and
negotiate with its creditors regarding options for a possible
consensual plan.

The Debtor is represented by:

         T. Kent Berber, Esq.
         DELCOTTO LAW GROUP PLLC
         200 North Upper Street
         Lexington, KY 40507
         Tel: (859) 231-5800
         Fax: (859) 281-1179
         E-mail: kbarber@dlgfirm.com

The Debtor's Chapter 11 case came before the Court on July 2,
2013, for confirmation of the Debtor's Chapter 11 Plan and on the
objection filed by PBI Bank, Inc.  Based on statements of counsel
for the parties, the Court ordered that the confirming hearing be
remanded and terminated pending further order of the Court.  The
Court further ordered that a telephonic pre-trial conference be
set for July 25, 2013, at 10:30 a.m. (Eastern Time)/9:30 a.m.
(Central Time) for the purposes of scheduling an evidentiary
hearing on the objection to confirmation field by PBI.

                      About Investors Capital

Brentwood, Tennessee-based Investors Capital Partners II, LP and
two affiliates sought Chapter 11 protection (Bankr. W.D. Ky. Case
Nos. 12-11575 to 11677) in Bowling Green, Kentucky, on Dec. 19,
2012.

ICP II estimated assets of at least $10 million and liabilities of
less than $10 million.  It owns a 35-acre commercial development
near Glasgow, Kentucky. The ICP II property is home to a Marquee
Cinema, Dollar Tree, and Aaron's Rents and also consists of seven
parcels of undeveloped land.

Debtor-affiliate Investors Capital Partners I, LP owns multiple
parcels of undeveloped land near Nolensville, Tennessee.
Investors Land Partners II, LP owns partially developed land,
consisting of six adjoining parcels of real property, near
Nashville, Tennessee.

In court filings, the Debtors said their lenders have attempted to
foreclose against the Debtors' assets, and the Debtors have been
unable to reach agreements with their lenders that would allow the
Debtors to reorganize their debts in an orderly manner; thus, the
Debtors have little option except for the development of a joint
plan to reorganize operations and restructure debts for the
benefit of all creditors and parties in interest.

Travis Kent Barber, Esq., and Laura Day DelCotto, at DelCotto Law
Group, PLLC, represent the Debtor as counsel.


IRVING TANNING: 3rd Party Complaint Against Meriturn Dismissed
--------------------------------------------------------------
Irving Tanning and five affiliated companies filed chapter 11
bankruptcy in late 2010. All assets of the company were sold and a
liquidating trust was created through a confirmed plan of
reorganization. The liquidating trustee brought a leveraged buyout
(LBO) complaint against the former shareholders of one of the
debtors, Prime Tanning Co., Inc., alleging that the sale of Prime
Tanning stock in 2007, and a release agreement executed in 2010,
were fraudulent transfers, and seeking to recover under 11 U.S.C.
section 544(b) and applicable state law.  The former shareholders
filed a third-party complaint against the Meriturn Partners, LLC,
claiming that Meriturn structured and negotiated the LBO and was
responsible to the former shareholders for contribution and
indemnification under state law.  The third-party defendants filed
a motion to dismiss on the basis that the indemnification and
contribution claims are not viable.

Bankruptcy Judge Louis H. Kornreich ruled that the indemnification
and contribution claims are unrelated to the merits of the
Trustee's complaint; and the indemnification claims may be pursued
in a court of competent jurisdiction.  Accordingly, Judge
Kornreich dismissed the third party complaint.

The case is, DEVELOPMENT SPECIALISTS, INC., Plaintiff v. MICHAEL
W. KAPLAN et al., Defendants/Third party Plaintiffs v. MERITURN
PARTNERS, LLC. et al., Third Party Defendants, Adv. Proc. No.
12-1024 (D. Maine).  A copy of the Court's July 8, 2013 Order is
available at http://is.gd/CJEVJefrom Leagle.com.

                       About Irving Tanning

Irving Tanning Company, also known as IT Acquisition Corporation
and Prime Tanning-Hartland, is a producer and seller of leather
for shoes and handbags from Hartland, Maine.  It had about 180
employees in Hartland, Maine,

Irving Tanning filed for bankruptcy protection on Nov. 16, 2010.
It was the third time the tannery had filed for bankruptcy in the
last decade.  Irving Tanning Company (Bankr. D. Maine Case No.
10-11757), Prime Tanning Co., Inc. (Case No. 10-11758), Prime
Tanning Corp. (Case No. 10-11759) filed separate chapter 11
petitions.  Irving Tanning estimated assets of $1 million to
$10 million and debts of $10 million to $50 million.  Another
affiliate Prime Tanning Company Inc. filed for Chapter 11
bankruptcy protection on Dec. 30, 2011 (Bankr. D. Maine Lead
Case No. 10-11949).

As reported by the Troubled Company Reporter on Feb. 4, 2011, the
Bankruptcy Court in Maine authorized Irving Tanning to sell its
business to Tasman Industries Inc.  Tasman will forgive a
$1 million debt owing by Irving, and pay $3.3 million in cash and
notes to The Fund of Jupiter LLC, a secured lender.

Irving Tanning also filed for chapter 11 protection on March 17,
2005 (Bankr. D. Maine Case No. 05-10423).  Michael A. Fagone,
Esq., at Bernstein, Shur, Sawyer & Nelson, P.A., represented the
Debtor in the 2005 case.  When the Debtor filed for protection
from its creditors, it listed total assets of $22 million and
total debts of $15 million.  In September that year, Meriturn
Partners, LLC, announced that it completed the reorganization and
acquisition of Irving Tanning.  Meriturn signed an Investment
Agreement with Irving and its former secured lender, TD Banknorth
on June 15, 2005, for 100% of the stock of Irving, and on July 26
that year received bankruptcy court approval for its Plan of
Reorganization, which enabled the transaction to proceed.


IRWIN MORTGAGE: Plan of Liquidation Declared Effective
------------------------------------------------------
On April 1, 2013 the U.S. Bankruptcy Court for the Southern
District of Ohio, Eastern Division, entered an order confirming
the First Amended Plan of Liquidation proposed by Irwin Mortgage
Corporation.

The Effective Date of the Plan occurred on June 28, 2013,
according to a notice filed in court.

Nick V. Cavalieri, Esq., and Matthew T. Schaeffer, Esq., at Bailey
Cavalieri LLC, in Columbus, Ohio, and Robert B. Berner, Esq., at
Bailey Cavalieri LLC, in Dayton, Ohio, represent the Liquidating
Trust of the Debtor.

                       About Irwin Mortgage

For a number of years, Irwin Mortgage Corporation, based in
Dublin, Ohio, originated, purchased, sold and serviced
conventional and government agency backed residential mortgage
loans throughout the United States.  However, in 2006 and
continuing into early 2007, IMC sold substantially all of its
assets, including its mortgage origination business, its mortgage
servicing business, and its mortgage servicing rights portfolio,
to a number of third party purchasers.  As a result of those
sales, IMC terminated its operations and has been winding down
since 2006.

Irwin Mortgage filed for Chapter 11 bankruptcy (Bankr. S.D. Ohio
Case No. 11-57191) on July 8, 2011.  Judge Charles M. Caldwell
presides over the case.  In its petition, the Debtor estimated
assets of $10 million to $50 million, and debts of $50 million to
$100 million.  The petition was signed by Fred C. Caruso,
president.  In its schedules, the Debtor disclosed $25,661,329
in assets and $219,353,376 in liabilities.

Nick V. Cavalieri, Esq., Matthew T. Schaeffer, Esq., and Robert B.
Berner, Esq., at Bailey Cavalieri LLC, serve as the Debtor's
counsel.  Fred C. Caruso and Development Specialists Inc. provide
wind-down management services to the Debtor.


ISLE OF CAPRI CASINO: S&P Raises Rating on 7.75% Sr. Notes to 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating
on Isle of Capri Casino Inc.'s $300 million 7.75% senior notes due
2019 to 'B+' from 'B'.  S&P removed the rating from CreditWatch,
where it placed it with positive implications on Feb. 28, 2013.
At the same time, S&P revised the recovery rating on this debt to
'2' (expectation of 70% to 90% recovery) from '4' (30% to 50%
recovery).

The company closed on $350 million of 5.875% senior notes due 2021
and amended and restated its credit facility, which now consists
of only a $300 million revolving credit facility (same revolver
size as previous agreement).  The company used proceeds to repay
in full its previously outstanding term loan totaling about
$490 million.  This results in a lower amount of secured debt
outstanding at default under our simulated default scenario and
improves the recovery prospects for the senior notes.  S&P
assigned a recovery rating of '2' to the proposed 5.875% senior
notes when S&P rated them, which assumed the term loan repayment.

The corporate credit rating on Isle of Capri Casinos is 'B' and
the outlook is stable.  For the corporate credit rating rationale,
see the summary analysis published on Feb. 27, 2013, on
RatingsDirect.

RATINGS LIST

Isle of Capri Casinos Inc.
Corporate Credit Rating          B/Stable/--

Rating Raised, Off Watch;
Recovery Rating Revised
                                  To              From
Isle of Capri Casinos Inc.
7.75% Sr Notes Due 2019          B+              B/Watch Pos
   Recovery Rating                2               4


JHCI ACQUISITION: Term Loan Changes No Impact on Moody's Ratings
----------------------------------------------------------------
Moody's Investors Service stated that JHCI Acquisition, Inc.'s
ratings are unaffected by the proposed first lien term loan
increase to $275 million from $250 million and concurrent second
lien term loan decrease to $110 million from $135 million.

JHCI is a wholly-owned subsidiary of JHCI Holdings, Inc., the
vehicle majority owned by Oak Hill Capital Partners, created to
effect the acquisition of Jacobson Holding Co. and the 2007 merger
of Arnold Logistics, LLC (together Jacobson). JHCI operates its
businesses using the Jacobson Companies name.

Jacobson Companies, headquartered in Des Moines, Iowa, is a
leading national third-party logistics company that provides value
added warehousing, packaging, contract manufacturing, staffing,
contract logistics, transportation and freight management
services.

On June 14, 2013, Moody's assigned a B1 rating to JHCI
Acquisition's proposed $275 million first lien debt facilities and
a Caa1 rating to its proposed $135 million second lien debt
facility.


JVMW PROPERTIES: Seeks Extension of Plan & Disclosures Filing Date
------------------------------------------------------------------
JVMW Properties Management Corp. asks the U.S. Bankruptcy Court
for the District of Puerto Rico to extend its deadline to file a
plan of reorganization and accompanying disclosure statement until
Aug. 30, 2013.

According to the Debtor's counsel, Wigberto Lugo Mender, Esq., at
LUGO MENDER & CO., in Guaynabo, Puerto Rico, the principal reason
that triggers the request for continuance has to do with the
recent negotiation and settlement reached with Banco Popular de
Puerto Rico.  Upon a settlement agreement filed with the principal
secured creditor of the Debtor's estate, the Debtor is currently
in the process of working on a feasible settlement proposal to be
negotiated with Banco Popular de Puerto Rico.  The time period set
forth per the stipulation to conclude in the proposal is 90 days.

The settlement proposal to be presented to BPPR is an integral
part of the Disclosure Statement and Plan of Reorganization to be
filed in the Debtor's case, Mr. Lugo Mender states.  To the extent
the Debtor is still working with the proposal to be remitted to
the creditor, additional time period for concluding the
negotiations is deemed necessary, he adds.

Moreover, Mr. Lugo Mender says the bar date for filing proof of
claims for all non-governmental creditors is Aug. 5, 2013.  The
Debtor is still in the process of a throughout evaluation of
certain proof of claims already filed to determine the adequacy of
the same.

Luis C. Marini-Biaggi, Esq. -- luis.marini@oneillborges.com -- and
Nayuan Zouairabani, Esq. -- nayuan.zouairabani@oneillborges.com --
of O'Neill & Borges, LLC, serve as counsel to Banco Popular de
Puerto Rico.

JVMW Properties Management Corp filed a Chapter 11 petition
(Bankr. D.P.R. Case No. 13-02532) on April 1, 2013.  The petition
was signed by Julio Blanco D'Arcy, as president.  The Debtor
scheduled assets of $15,694,947 and liabilities of $25,782,161.


JVMW PROPERTIES: Court OKs Deal with Lender on Cash Collateral Use
------------------------------------------------------------------
Judge Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court for
the District of Puerto Rico approved the stipulation between JVMW
Properties Management Corp. and Banco Popular de Puerto Rico.

As of the Petition Date, the amounts claimed under the BPPR Loans
total $26.82 million, as secured by the real estate collateral and
the cash collateral.

Under the stipulation, the parties agreed that:

   - The Debor will have until Sept. 19, 2013, to reach and file
     in the Court a joint agreement with BPPR regarding the
     repayment of its obligations to BPPR.

   - If the Debtor has not reached an agreement with BPPR and has
     failed to file the Joint Agreement by Sept. 19, the automatic
     stay will be lifted, without any further notice or hearing,
     automatically on Sept. 20, 2013 in favor of BPPR. BPPR will
     be allowed to complete any and all foreclosure and collection
     proceedings against the Debtor and its collateral.

   - If the Joint Agreement is filed by Sept. 19, 2013, then the
     Debtor will have a period of 90 days from such filing to
     consummate the transactions contemplated in the Joint
     Agreement and make the payments agreed to therein to BPPR.
     The second 90-day period, if the Joint Agreement is timely
     filed, expires no later than Dec. 19, 2013.

   - If the Joint Agreement is filed by Sept. 19, but the Closing
     does not occur on or before Dec. 19, 2013, then the automatic
     stay will be lifted, without any further notice or hearing,
     automatically on Dec. 20, 2013, in favor of BPPR.  BPPR will
     be allowed to continue and complete any and all foreclosure
     and collection proceedings against the Debtor and its
     collateral.

The parties have also agreed on the following as to adequate
protection.  BPPR will be entitled, and the Debtor will cooperate
with BPPR in such efforts, including filing a joint motion in the
State Court case to such effect, to withdraw any and all sums
consigned in the State Court case to such effect, to withdraw any
and all sums consigned in the State Court Case and apply such sums
to the corresponding obligations, with the limited exception of
$36,000 (the Carve-Out).  The Carve-Out Amount will be disbursed
to the Debtor and and BPPR consents that the Debtor will use the
Carve-Out in the bankruptcy case solely for the purpose of paying
two maintenance dues for the Mont Blanc property and the insurance
policy for the same.  No other use is authorized with such funds.

Furthermore, the parties agree that during the First 90 Day Period
the Debtor will be authorized to use the cash collateral, which
includes all of the Debtor's  income and revenues, solely for the
expenses detailed on a prepared budget, provided that the Debtor
will pay to BPPR as additional adequate protection the amount of
$20,000 per month, on the 15th day of each month.

Wigberto Lugo Mender, Esq. -- trustee@lugomender.com -- serves as
counsel to the Debtor.

Luis C. Marini-Biaggi, Esq. -- luis.marini@oneillborges.com -- and
Nayuan Zouairabani, Esq. -- nayuan.zouairabani@oneillborges.com --
of O'Neill & Borges, LLC, serve as counsel to Banco Popular de
Puerto Rico.

JVMW Properties Management Corp filed a Chapter 11 petition
(Bankr. D.P.R. Case No. 13-02532) on April 1, 2013.  The petition
was signed by Julio Blanco D'Arcy, as president.  The Debtor
scheduled assets of $15,694,947 and liabilities of $25,782,161.


LAKE CHARLES: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Lake Charles Retail Development LLC
        69-76 75th Street
        Middle Village, NY 11379

Bankruptcy Case No.: 13-44093

Chapter 11 Petition Date: July 1, 2013

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

Judge: Nancy Hershey Lord

Debtor's Counsel: Dwight Yellen, Esq.
                  BALLON STOLL BADER & NADLER, P.C.
                  729 Seventh Avenue, 17th Floor
                  New York, NY 10019
                  Tel: (212) 575-7900
                  Fax: (212) 764-5060
                  E-mail: dyellen@ballonstoll.com

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

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

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

The petition was signed by Vito Gerbino, manager/member.


LEHMAN BROTHERS: Contract Allows for $6.5-Bil. Archstone Sale
-------------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that Lehman Brothers
Holdings Inc. urged a New York state judge to throw out a suit
brought by a minority investor objecting to the defunct company's
mammoth $6.5 billion sale of apartment owner Archstone Enterprise
LP, arguing it was contractually justified in making the deal.

According to the report, appearing for oral arguments in a
Manhattan courtroom, a Lehman attorney told New York Supreme Court
Justice Marcy S. Friedman that the language is under the limited
partnership agreement Lehman has with plaintiff Cambridge Capital
Real Estate Investments LLC covering the investment in Archstone.

                       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.


LIGHTNING ACQUISITION: Moody's Withdraws All Debt Ratings
---------------------------------------------------------
Moody's has withdrawn all debt ratings of Lightning Acquisition,
LLC, the holding company of Vitera Healthcare Solutions, LLC,
including the B3 Corporate Family Rating and B3-PD Probability of
Default Rating. The proposed debt financing rated on June 25, 2013
has been cancelled.

Withdrawals:

Issuer: Lightning Acquisition, LLC

Probability of Default Rating, Withdrawn, previously rated B3-PD

Corporate Family Rating, Withdrawn, previously rated B3

Issuer: Vitera Healthcare Solutions, LLC

Senior Secured Bank Credit Facility, Withdrawn, previously rated
B2 (LGD3, 36%)

Senior Secured Bank Credit Facility, Withdrawn, previously rated
B2 (LGD3, 36%)

Senior Secured Bank Credit Facility, Withdrawn, previously rated
Caa2 (LGD5, 88%)


LIONS GATE: Moody's Assigns 'Ba3' Ratings to New $300MM Debt
------------------------------------------------------------
Moody's Investors Service assigned Ba3 (LGD 3-48%) ratings to
Lions Gate Entertainment Corp.'s proposed $100 million senior
secured second lien notes due 2018 and $200 million senior secured
second lien term loan due 2020. Moody's expects the company to use
net proceeds from the offerings along with borrowings under its
$800 million revolver ($338 million outstanding at 3/31/13) to
redeem its existing $436 million 10.25% second lien notes due
2016. Moody's anticipates that the company will benefit from
materially lower interest expense following the completion of this
transaction, and expect it to pay down its revolver as its
generates strong free cash flow.

LGEC is the parent company of Lions Gate Entertainment, Inc., at
which entity all of the company's existing corporate debt is held.
The company's Ba3 Corporate Family Rating, Ba3-PD Probability of
Default Rating, and SGL-2 Speculative Grade Liquidity rating
remain unchanged and will be moved to LGEC as it is now the
highest level debt-issuer within the legal entity structure. The
rating outlook is stable.

Following a summary of these rating actions:

Assignments:

Issuer: Lions Gate Entertainment Corp.

  Corporate Family Rating, Assigned Ba3

  Probability of Default Rating, Assigned Ba3

  $100 million Senior Secured Second Lien Notes, Assigned a Ba3,
  LGD3 - 48%

  $200 million Senior Secured Second Lien Term Loan, Assigned a
  Ba3, LGD3 - 48%

  Speculative Grade Liquidity Rating, Assigned SGL-2

Withdrawals:

Issuer: Lions Gate Entertainment, Inc.

  Corporate Family Rating, Withdrawn as it has been moved to the
  parent, previously rated Ba3

  Probability of Default Rating, Withdrawn, previously rated
  Ba3-PD

  Speculative Grade Liquidity Rating, Withdrawn, previously rated
  SGL-2

Outlook Actions:

Issuer: Lions Gate Entertainment Corp.

Assigned, Stable

Ratings Rationale:

Lionsgate's Ba3 Corporate Family Rating (CFR) reflects the
inherent high risk and typical low margins associated with the
film production business. This is partially mitigated by the
company's improving financial flexibility as a result of the
credit consolidation of Summit (which produced the Twilight film
franchise), the high visibility of sizeable cash flows through
fiscal 2016 driven by the success of the first Hunger Games film
and the highly probable success of its three sequels, and its
solid liquidity profile. The rating reflects Moody's expectation
that the company will apply its cash flow towards reducing its
debt levels to the $300-$500 million range, such that it can
sustain leverage of under 3.0x beyond the completion of the Hunger
Games franchise. The rating is supported by the company's
significant asset value, which includes its equity investments
such as TVGN and EPIX, and the growing contribution of its
television production and syndication businesses. Despite the
higher visibility for profits and cash flows and moderate leverage
over the next few years, the company's ratings are constrained by
the volatility of the film business and the risk that some of its
profits could be reinvested in non-franchise films that may
ultimately underperform, and the lower visibility of revenue
beyond the company's fiscal 2017.

The company's SGL-2 liquidity rating reflects its good liquidity
profile, characterized by positive free cash flow generation, the
absence of material maturities through 2017 (pro-forma for the
transaction), and adequate borrowing capacity under its $800
million revolver which is expected to increase as it pays down
debt.

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

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

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

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

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


LIGHTSQUARED INC: Wins Court Approval of Comerica Agreement
-----------------------------------------------------------
U.S. Bankruptcy Judge Shelley Chapman approved an agreement, which
calls for the release of collateral securing LightSquared LP's
obligations under its various contracts with Comerica Bank.

Under the deal, Comerica will release the funds securing the
company's obligations, which are held in a money market account at
the bank.  The agreement allows Comerica to set off $456,045 of
the collateral on account of the expenses it incurred, including
legal costs incurred in LightSquared's bankruptcy case.

                    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: Harbinger, et al. Lash Back at Ad Hoc Group
-------------------------------------------------------------
Harbinger Capital Partners LLC is blocking efforts by a group of
secured lenders to convince a bankruptcy judge to declare
LightSquared Inc. in default of their agreement to extend
exclusive plan-filing rights.

The secured lenders, which hold $1.38 billion in debt of
LightSquared, accused the company of violating their agreement by
failing to engage Dish Networks Corp. in negotiation after
receiving an offer from Dish Networks' chairman to pay $2 billion
for some of LightSquared's assets.

In papers filed last week, Harbinger expressed support of
LightSquared's objection in which the company argued that the
agreement should be declared null and void on grounds that Dish
Networks, a competitor, surreptitiously bought control of the
secured debt.

According to Harbinger, SP Special Opportunities LLC, a hedge fund
exclusively owned and controlled by Dish Networks Chairman Charlie
Ergen which acquired nearly $1 billion in LightSquared's debt,
acted as a front for Mr. Ergen.

Harbinger alleged that the hedge fund "fraudulently" entered
LightSquared's capital structure and joined the secured lenders
group in order to take advantage of the rights of institutional
lenders under the agreement, and prevent LightSquared from
successfully reorganizing.

According to Harbinger, SP Special's acquisition of debt also
violates the 2010 credit agreement between UBS, as agent, and
certain lenders, which prohibits assignment of loans to Dish
Networks or an entity controlled by LightSquared's competitor.

LightSquared also drew support from U.S. Bank N.A. and Centaurus
Capital LP.

U.S. Bank said Mr. Ergen's actions "constitute an attempted abuse
of the Chapter 11 process for self gain" and an effort "to extract
value from these estates to the detriment of other stakeholders."

Harbinger Capital is represented by:

         David M. Friedman
         Adam L. Shiff
         Jed I. Bergman
         Christine A. Montenegro
         KASOWITZ, BENSON, TORRES & FRIEDMAN LLP
         1633 Broadway
         New York, New York 10019
         Telephone: (212) 506-1700
         Facsimile: (212) 506-1800

U.S. Bank N.A. is represented by:

         Michael S. Stamer
         Philip C. Dublin
         AKIN GUMP STRAUSS HAUER & FELD LLP
         One Bryant Park
         New York, New York 10036
         Tel: (212) 872-1000
         Fax: (212) 872-1002
         E-mail: mstamer@akingump.com
                 pdublin@akingump.com

Centaurus Capital LP is represented by:

         Jeffrey S. Sabin
         BINGHAM McCUTCHEN LLP
         399 Park Avenue
         New York, NY 10022
         Telephone: (212) 705-7000
         Facsimile: (212) 752-5378

                    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.


LIONS GATE: S&P Assigns 'B+' Rating to $100MM Sr. Secured Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue ratings
to Santa Monica, Calif.-based independent film and television
studio Lions Gate Entertainment Corp.'s proposed $100 million
senior secured second-lien notes due 2018 and $200 million senior
secured second-lien term loan due 2020.  The recovery rating on
this debt is '4', indicating S&P's expectation of average (30% to
50%) recovery in a default.  The two proposed debt issues are pari
passu with each other.  S&P expects the company to use the
proceeds, along with borrowings under its existing $800 million
senior secured revolving credit facility, to fund the discharge of
subsidiary Lions Gate Entertainment Inc.'s existing 10.25% senior
secured second-lien notes due 2016.  S&P will withdraw its ratings
on the 2016 notes when those notes are discharged.

"The corporate credit rating on Lions Gate is 'B+' and the outlook
is stable.  Our assessment of the business risk profile as "weak"
(based on our criteria) stems from Lions Gate's ongoing exposure
to the volatility of the motion picture industry, resulting from
the timing and unpredictable success of film releases.  We view
the more stable revenue and cash flow from its growing TV
production segment (15% of consolidated revenues), and longer-term
upside from the growth of digital distribution, as modestly
tempering the feature film risks.  We assess Lions Gate's
management as "fair" under our criteria.  Our assessment of the
financial risk as "aggressive" (based on our criteria) reflects
Lions Gate's improving discretionary cash flow and leverage as a
result of the success of its Hunger Games and recently completed
Twilight film franchises.  It also reflects the cash flow
volatility and formidable upfront cash requirements inherent in
the film studio business.  Pro forma for the proposed transaction,
for the fiscal year ended March 31, 2013, discretionary cash flow
to debt and debt to last 12 months' EBITDA were 20% and 4.3x,
respectively.  Our debt calculation includes $404 million in
production loans.  We expect that its currently successful film
franchises should result in credit measures improving further in
fiscals 2014 and 2015, to 30% discretionary cash flow to debt and
3x debt to trailing EBITDA," S&P said.

RATINGS LIST

Lions Gate Entertainment Corp.
Corporate Credit Rating                          B+/Stable/--

New Rating

Lions Gate Entertainment Corp.
Senior Secured Second-Lien Notes Due 2018        B+
   Recovery Rating                                4
Senior Secured Second-Lien Term Loan Due 2020    B+
   Recovery Rating                                4


LOUISIANA RIVERBOAT: Unveils New Directors and Executives
---------------------------------------------------------
Louisiana Riverboat Gaming Partnership, et al., disclosed that as
of the effective date of the confirmed Joint Chapter 11 Plan for
Louisiana Riverboat Gaming Partnership and affiliates, as amended
through May 10, 2013, these parties are expected to serve as
members of the board of managers of the reorganized Debtors:

   * Peter Liguori
   * Steve Capp
   * Bob Sturges
   * Greg Guida (non-voting member)

The directors will be subject to the approval of the holders of
the Option in accordance with governance terms to be agreed upon,
and subject to any required approval of gaming regulators.

The Debtors also disclosed that Felicia Gavin, a current officer
of the Debtors, will be retained by the Reorganized Debtors as of
the Effective Date.

Additionally, as of the Effective Date of the Plan, these
individuals are expected to serve as officers of the Reorganized
Debtors in these capacities:

   a. Greg Guida (CEO),
   b. Les McMackin (Chief Operations and Marketing Officer), and
   c. Allan Solomon (Executive Chairman).

After the Effective Date, these insiders will be employed by the
Reorganized Debtors with the following compensation:

   a. William J. McEnery

      William J. McEnery and the Reorganized Debtors will execute
      a Consulting and Non-Competition Agreement (covering the
      Shreveport and Vicksburg gaming markets only) providing
      payment to Mr. McEnery of 12 consecutive monthly
      installments of $16,667 each beginning on the first day of
      the month following the Effective Date and payable on the
      first day of each successive month plus existing health
      insurance benefits for the one year term after the Effective
      Date.  The Consulting and Non-Competition Agreement will
      provide Mr. McEnery will be available upon the New Interest
      Holder's request to assist (to the extent the New Interest
      Holder deems necessary or appropriate) in the transition of
      management.

   b. Raymond C. Cook

      Mr. Cook will be paid in accordance with the Amended
      Employment Agreement dated July 1, 2007, as amended
      May 3, 2010 and Sept. 16, 2010, between Mr. Cook and
      Legends Gaming, LLC.

                       About Legends Gaming

Legends Gaming LLC, owns gaming facilities located in Bossier
City, Louisiana, and Vicksburg, Mississippi, operating under the
DiamondJack's trade name.

Legends Gaming LLC, and five related entities, including Louisiana
Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr.
W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31,
2012, to sell the business for $125 million to Global Gaming
Solutions LLC, absent higher and better offers.

Legends Gaming acquired the business from Isle of Capri Casinos
Inc., in 2006 for $240 million.  After breaching covenant with
lenders, the Debtors in March 2008 sought Chapter 11 protection,
jointly administered under Louisiana Gaming Partnership (Case No.
08-10824).  The Debtors emerged from bankruptcy in September 2009
and retained ownership and operation of two "DiamondJacks" hotels
and casinos in Bossier City and Vicksburg.  The Plan restructured
$162.1 million owed to the first lien lenders and $75 million owed
to secured lien lenders, which would be paid in full, with
interest, over time.

The Debtors' properties comprise 60,000 square feet of gaming
space with 1,913 slot machines, 48 table games and 693 hotel
rooms.  Revenues in fiscal 2011 were $99.8 million in Louisiana
and $39.7 million in Mississippi.

As of July 31, 2012, first lien lenders are owed $181.2 million
and second lien lenders are owed $114.7 million.  Louisiana
Riverboat Gaming Partnership disclosed $104,846,159 in assets and
$298,298,911 in liabilities as of the Chapter 11 filing.

William H. Patrick, III, Esq., and Tristan E. Manthey, Esq., at
Heller, Draper, Patrick & Horn, L.L.C., serve as counsel to the
Debtors.  Sea Port Group Securities LLC is the financial advisor.
Kurtzman Carson Consultants LLC serves as claims and notice agent.
The Debtors tapped Jenner & Block LLP as special counsel.

The casinos were to have been sold to an affiliate of the
Chickasaw Nation for $125 million until the buyer pulled out.
They are now in litigation.


MAMMOTH RESOURCE: Court Tosses Appeal on Sale of Oil Well Stakes
----------------------------------------------------------------
A Kentucky district court granted an appellee's motion to dismiss
an appeal challenging a bankruptcy court's order authorizing a
sale of property allegedly not belonging to the bankruptcy estate
of Mammoth Resource, LLC, et al.

Appellant Daniel Northcutt is an equity owner of Mammoth Resource
and is an assignee of an interest in oil and gas leases assigned
by Mammoth Resource.  Mr. Northcutt questioned the Chapter 11
Trustee's sale of certain of Mammoth's oil well interests.

The appeal is Daniel Northcutt, Apellant v Robert W. Leasure,
Chapter 11 Trustee, Appellee, Civil Action No. 1:13-CV-00025-JHM
(W.D. Ky.)  The appeal is dismissed as statutorily moot.

A copy of District Judge Joseph H. McKinley's June 6, 2013
Memorandum Opinion and Order is available at http://is.gd/iZywPr
from Leagle.com.

Daniel R. Northcutt is represented by William Stephen Reisz, Esq.,
of Foley, Bryant & Holloway.

Robert W. Leasure, Jr., is represented by Daniel T. Albers, Jr.,
Esq., Mark A. Robinson, Esq., and Robert T. Wagner, Esq., of
Valenti, Hanley & Robinson, PLLC.

Cave City, Kentucky-based Mammoth Resource Partners, Inc., filed
for Chapter 11 bankruptcy (Bankr. W.D. Ky. Case No. 10-11377) on
Sept. 8, 2010.  Judge Joan A. Lloyd presides over the case.  David
M. Cantor, Esq., at Seiller Waterman LLC, serves as the Debtor's
counsel.  In its petition, the Debtor estimated $1 million to $10
million in assets and $100,001 to $500,000 in debts.  A list of
the Company's 20 largest unsecured creditors filed together with
the petition is available for free at
http://bankrupt.com/misc/kywb10-11377.pdf The petition was
signed by Roger L. Cory, CEO.


MEDDIN PROPERTIES: Case Summary & 9 Unsecured Creditors
-------------------------------------------------------
Debtor: Meddin Properties, LLC
        2315 Louisville Road
        Savannah, GA 31415
        Tel: (912) 944-6111

Bankruptcy Case No.: 13-41186

Chapter 11 Petition Date: July 1, 2013

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtors' Counsel: C. James McCallar, Jr., Esq.
                  MCCALLAR LAW FIRM
                  P.O. Box 9026
                  Savannah, GA 31412
                  Tel: (912) 234-1215
                  Fax: (912) 236-7549
                  E-mail: mccallar@mccallarlawfirm.com

Estimated Assets: $0 to $50,000

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

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Meddin Studios, LLC                   13-41188            07/01/13
  Assets: $0 to $50,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Jeffrey N. Gant, president.

A. A copy of Meddin Properties' list of its nine largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/gasb13-41186.pdf

B. A copy of Meddin Studios, LLC's list of its 17 largest
unsecured creditors is available for free at:
http://bankrupt.com/misc/gasb13-41188.pdf


MERIDIAN SUNRISE: Court Strikes Plan Injunction Provision
---------------------------------------------------------
Judge Brian D. Lynch of the U.S. Bankruptcy Court for the Western
District of Washington at Tacoma, granted the motion filed by U.S.
Bank, in its capacity as lender and administrative agent, to
strike material modifications to Meridian Sunrise Village LLC's
first amended plan of reorganization.

According to U.S. Bank's counsel, Alan D. Smith, Esq., at Perkins
Coie LLP, in Seattle, Washington, the motion was occasioned by the
Debtor's inclusion in a legal brief, for the first time, just a
few days before the confirmation hearing, of a very important
provision that purports to entitle Debtor's primary owner,
Evergreen Capital Trust to the benefits of an injunction against
collection efforts based on its unlimited guaranty of Debtor's
obligations under the Debtor's prepetition loan agreement.  That,
despite the Debtor having specifically disclaimed on the record in
open Court any intent to request that relief, Mr. Smith said.

That attempt by the Debtor to game the system is inappropriate on
both procedural and substantive grounds and cannot be allowed to
succeed, Mr. Smith argued.

The Court stated in its order that it will not consider any
modifications to the Plan to add an injunction, a stay or releases
in favor of non-debtor third parties at the confirmation hearing.

                About Meridian Sunrise Village LLC

Meridian Sunrise Village LLC filed a Chapter 11 petition (Bankr.
W.D. Wash. Case No. 13-40342) in Tacoma, Washington, on Jan. 18,
2013.  The Debtor, a single asset real estate under 11 U.S.C. Sec.
101(51B), disclosed $70.6 million in total assets and
$65.9 million in total liabilities in its schedules.  James L.
Day, Esq., and Christine M. Tobin-Presser, Esq., at Bush Strout &
Kornfeld LLP represent the Debtor.

The Debtor owns the property known as the New Meridian Sunrise
Village in 10507 156th St. E. Puyallup, Washington.  The Debtor
has valued the property at $70 million, which property secures
debt of $64.4 million to U.S. Bank, National Association.  A copy
of the schedules attached to the petition is available at
http://bankrupt.com/misc/wawb13-40342.pdf

Alan D. Smith -- ADSmith@perkinscoie.com -- and Brian A. Jennings,
WSBA -- BJennings@perkinscoie.com -- at Perkins Coie, LLP
represent U.S. Bank National Association, as administrative agent.

James L. Day at Bush Strout & Kornfeld LLP represents the Debtor
in its restructuring effort.


MERIDIAN SUNRISE: Cash Use Extended Until Plan Effective Date
-------------------------------------------------------------
Judge Brian D. Lynch of the U.S. Bankruptcy Court for the Western
District of Washington at Tacoma granted Meridian Sunrise Village,
LLC's motion to extend use of cash collateral until (i) the
effective date of a confirmed of a plan of reorganization, (ii)
entry of a subsequent order of the Court following notice and
hearing that terminates the Debtor's authority to use Cash
Collateral, or (iii) July 30, 2013.

                About Meridian Sunrise Village LLC

Meridian Sunrise Village LLC filed a Chapter 11 petition (Bankr.
W.D. Wash. Case No. 13-40342) in Tacoma, Washington, on Jan. 18,
2013.  The Debtor, a single asset real estate under 11 U.S.C. Sec.
101(51B), disclosed $70.6 million in total assets and
$65.9 million in total liabilities in its schedules.  James L.
Day, Esq., and Christine M. Tobin-Presser, Esq., at Bush Strout &
Kornfeld LLP represent the Debtor.

The Debtor owns the property known as the New Meridian Sunrise
Village in 10507 156th St. E. Puyallup, Washington.  The Debtor
has valued the property at $70 million, which property secures
debt of $64.4 million to U.S. Bank, National Association.  A copy
of the schedules attached to the petition is available at
http://bankrupt.com/misc/wawb13-40342.pdf

Alan D. Smith -- ADSmith@perkinscoie.com -- and Brian A. Jennings,
WSBA -- BJennings@perkinscoie.com -- at Perkins Coie, LLP
represent U.S. Bank National Association, as administrative agent.

James L. Day at Bush Strout & Kornfeld LLP represents the Debtor
in its restructuring effort.


MF GLOBAL: Settlement Approved in Bankruptcy Court
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that JPMorgan Chase Bank NA, the trustee liquidating the
broker MF Global Inc., and customers in class lawsuits received
approval July 8 from the bankruptcy judge for a settlement
resolving claims the trustee and customers were making against the
bank for its role in MF Global's bankruptcy.  The settlement
brings in $100 million for MF Global customers and $29 million the
bank was holding to secure potential claims.  JPMorgan releases
its lien on $417 million.

According to the report, because the settlement involves a class
suit pending in U.S. District Court in New York, it must also be
approved by the district judge who held a joint hearing last week
alongside the bankruptcy judge.  The district judge gave
preliminary approval in March when he determined that the
plaintiffs were proper representatives of the class for settlement
purposes.  The bank settlement accompanied an agreement announced
in December with liquidators of the U.K. affiliate.  Together, the
settlements brought in as much as $1 billion for customers, MF
Global brokerage trustee James Giddens said in a court filing.

The report notes the JPMorgan settlement produces $100 million
from the bank toward payment to so-called 4d customers with
commodity futures and options accounts.  There is another
$150 million from other assets for 4d customers together with
$50 million from other assets to benefit so-called 30.7 creditors
with claims from trading in futures or options on foreign
exchanges.

Bloomberg relates that in a report to the bankruptcy court in
June, Mr. Giddens said domestic customers should get a 96 percent
recovery following implementation of settlements with the U.K.
subsidiary and JPMorgan.  Domestic customers already received
89 percent, he said.  Customers who traded on foreign exchanges,
who received 18 percent so far, should have an 84 percent to 91
percent recovery, Giddens projected.  Full recovery for customers
may depend on the outcome of a lawsuit against MF Global's
officers and directors.  Mr. Giddens is allowing a class suit by
customers to proceed, coupled with agreement that recoveries will
be funneled to customers through the bankruptcy-court liquidation
under the Securities Investor Protection Act.

                          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.


MIAH INVESTMENTS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Miah Investments, LLC
        3918 Elmcrest Drive
        Houston, TX 77088

Bankruptcy Case No.: 13-34109

Chapter 11 Petition Date: July 1, 2013

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

Judge: Karen K. Brown

Debtor's Counsel: Reese W. Baker, Esq.
                  BAKER & ASSOCIATES
                  5151 Katy Freeway, Suite 200
                  Houston, TX 77007
                  Tel: (713) 869-9200
                  Fax: (713) 869-9100
                  E-mail: courtdocs@bakerassociates.net

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

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

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

The petition was signed by Jeremy B. Paiz, owner.


MICROBILT CORP: Chex Wins Partial Victory in Appeal
---------------------------------------------------
Chex Systems, Inc., took an appeal from an Order entered by the
Bankruptcy Court on May 16, 2012, that memorialized the Bankruptcy
Court's oral opinion issued on April 18, 2012, adjudicating
adjudicated two motions filed by MicroBilt Corp. and Chex, both of
which sought, to different extents, to settle the terms of an
Information Resale Agreement between the Parties and allow
MicroBilt to assume the Agreement.

The April 18 Opinion outlined several conclusions: 1) the Resale
Agreement was ambiguous as to the amounts MicroBilt was required
to pay Chex for information it was provided pursuant to the Resale
Agreement; 2) due to that ambiguity, the Bankruptcy Court supplied
pricing terms it determined were consistent with the intent of the
Parties; and 3) the Bankruptcy Court found that the allegations of
default alleged by Chex were either not supported by the facts or
were immaterial to the Resale Agreement.

On appeal, Chex alleges that the factual findings of the
Bankruptcy Court were clearly erroneous and its legal conclusions
constituted manifest errors of law.

In a June 26, 2013 Memorandum Opinion available at
http://is.gd/Pp0tXCfrom Leagle.com, New Jersey District Judge
Michael A. Shipp affirmed the findings and determinations of the
Bankruptcy Court in part, reversed in part, and remanded for
further proceedings.

The case is, CHEX SYSTEMS, INC., Appellant, v. MICROBILT CORP.,
Appellee, Civil Action No. 12-4132 (D. N.J.).

Chex Systems is represented by Brian Schenker, Esq., and Derek J.
Baker, Esq. -- bschenker@reedsmith.com and dbaker@reedsmith.com --
at Reed Smith LLP.

MicroBilt is represented by Bruce S. Luckman, Esq., and Michael
Dube, Esq. -- mdube@shermansilverstein.com and
bluckman@shermansilverstein.com -- at Sherman Silverstein Kohl
Rose & Podolsky P.A.

                   About MicroBilt Corporation

MicroBilt Corporation in Princeton, New Jersey, and CL Verify LLC
in Tampa, Florida, offer small business owner solutions for fraud
prevention, consumer financing, debt collection, skip tracing and
background screening.  MicroBilt provides access to over 3 billion
debit account records, nearly 30 billion pieces of demographic and
public record data and over 100 million unique consumer records to
prevent identity fraud, evaluate credit risk and retain customer
relationships.

MicroBilt and CL Verify filed for Chapter 11 five days apart:
MicroBilt (Bankr. D. N.J. Case No. 11-18143) on March 18, 2011,
and CL Verify (Bankr. D. N.J. Case No. 11-18715) on March 23,
2011.  The Debtors tapped Lowenstein Sandler PC as their counsel,
and Maselli Warren, PC, as their special litigation counsel.

MicroBilt estimated $10 million to $50 million in both assets and
debts.  CL Verify estimated $100 million to $500 million in
assets, but under $1 million in debts.  Court papers say the
Debtors have roughly $8.4 million in unsecured debt and no secured
debt.  The Debtors believe they have an enterprise value of
$150 million to $180 million.

No trustee, examiner or committee has been requested or appointed
in these Chapter 11 cases.

In January 2013, the Debtors obtained confirmation of their Fourth
Amended Plan of Reorganization, as revised, which provides
for payment in full all claims, including $4.30 million of
unsecured claims.  Holders of Microbilt equity interests are
unimpaired.  MicroBilt, the sole holder of CL Verify equity
interests, won't recover anything on account of the interest.


MORGAN'S FOODS: Posts $407,000 Net Income in First Quarter
----------------------------------------------------------
Morgan's Foods, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $407,000 on $20.93 million of revenues for the 12 weeks ended
May 26, 2013, as compared with net income of $39,000 on $20.31
million of revenues for the 12 weeks ended May 20, 2012.

As of May 26, 2013, the Company had $52.56 million in total
assets, $51.57 million in total liabilities and $992,000 in total
shareholders' equity.

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

                         http://is.gd/mZZgmA

                        About Morgan's Foods

Cleveland, Ohio-based Morgan's Foods, Inc., which was formed in
1925, operates KFC restaurants under franchises from KFC
Corporation, Taco Bell restaurants under franchises from Taco Bell
Corporation, Pizza Hut Express restaurants under licenses from
Pizza Hut Corporation and an A&W restaurant under a license from
A&W Restaurants, Inc.

Morgan's Foods incurred a net loss of $138,000 on $86.86 million
of revenues for the year ended March 3, 2013, as compared with a
net loss of $1.68 million on $82.23 million of revenues for the
year ended Feb. 26, 2012.


MPG OFFICE: Urges Stockholders to Vote for Brookfield Merger
------------------------------------------------------------
MPG Office Trust, Inc., said that the nation's leading independent
proxy advisory firms, Institutional Shareholder Services Inc.,
Glass Lewis & Co. and Egan-Jones Proxy Services, have concluded
that its proposed merger with Brookfield DTLA Holdings LLC and
affiliates is in the best interest of MPG stockholders and
recommended that MPG's common stockholders vote for the
transaction.  The Special Meeting of Stockholders to vote on the
merger is scheduled for Wednesday, July 17, 2013, at 8:00 a.m.,
local time, at the Omni Los Angeles Hotel, 251 South Olive Street,
Los Angeles, California.  Common stockholders of record as of the
close of business on May 24, 2013, are entitled to vote at the
Special Meeting.

In its report recommending the merger with Brookfield, ISS
concluded, "A vote FOR the proposed transaction is warranted in
light of the Company's strategic rationale, limited capital-
raising alternatives, extensive negotiation process - during which
more than 90 potential bidders were contacted, as well as the
certainty of value associated with the cash nature of the merger
consideration.  In addition, the merger consideration represents a
one-day premium of 22% and a 2-month premium of approximately 67%
over the Company's unaffected share price on May 25, 2012 ($1.89
per share)."

Glass Lewis & Co. noted that, "We see that the proposed purchase
price of $3.15 per MPG common share falls within or above each of
the implied equity value reference ranges derived by the advisers.
Thus, we believe that the proposed consideration is financially
fair and reasonable to the Company's shareholders."

Egan-Jones concluded that, "Based on our review of publicly
available information on strategic, corporate governance and
financial aspects of the proposed transaction, Egan-Jones views
the proposed transaction to be a desirable approach in maximizing
shareholder value and recommends that clients holding shares of
MPG Office Trust, Inc. vote "FOR" this Proposal."

David Weinstein, president and CEO of MPG Office Trust, stated,
"We are very pleased that all three leading independent proxy
advisors endorse our proposed merger with Brookfield.  Their
united front confirms our conviction that the merger offers the
best value to MPG Office Trust stockholders and that all
stockholders should vote FOR the merger."

If any stockholders have questions or need assistance in voting
their common shares, they are encouraged to call the Company's
proxy solicitor, MacKenzie Partners, at 800-322-2885.

Consummation of the proposed merger requires, among other
conditions, the affirmative vote of two-thirds of MPG's common
stock outstanding.  Because of the high approval threshold, the
Company urges ALL stockholders, no matter how small their holdings
may be, to vote FOR the merger and the other transactions
contemplated by the merger agreement.

                       About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- owns and operates Class A office
properties in the Los Angeles central business district and is
primarily focused on owning and operating high-quality office
properties in the Southern California market.  MPG Office Trust is
a full-service real estate company with substantial in-house
expertise and resources in property management, marketing,
leasing, acquisitions, development and financing.

For the year ended Dec. 31, 2012, the Company reported net income
of $396.11 million, as compared with net income of $98.22 million
on $234.96 million of total revenue during the prior year.  The
Company's balance sheet at March 31, 2013, showed $1.45 billion in
total assets, $1.98 billion in total liabilities, and a $530.56
million total deficit.

In its Form 10-K filing with the Securities and Exchange
Commission for the fiscal year ended Dec. 31, 2012, the Company
said it is working to address challenges to its liquidity
position, particularly debt maturities, leasing costs and capital
expenditures.  The Company said, "We do not currently have
committed sources of cash adequate to fund all of our potential
needs, including our 2013 debt maturities. If we are unable to
raise additional capital or sell assets, we may face challenges in
repaying, extending or refinancing our existing debt on favorable
terms or at all, and we may be forced to give back assets to the
relevant mortgage lenders. While we believe that access to future
sources of significant cash will be challenging, we believe that
we will have access to some of the liquidity sources identified
above and that those sources will be sufficient to meet our near-
term liquidity needs."

On March 11, 2013, the Company entered into an agreement to sell
US Bank Tower and the Westlawn off-site parking garage.  The
transaction is expected to close June 28, 2013, subject to
customary closing conditions.  The net proceeds from the
transaction are expected to be roughly $103 million, a portion of
which may potentially be used to make loan re-balancing payments
on the Company's upcoming 2013 debt maturities at KPMG Tower and
777 Tower.

Roughly $898 million of the company's debt matures in 2013.

"Our ability to access the capital markets to raise capital is
highly uncertain.  Our substantial indebtedness may prevent us
from being able to raise debt financing on acceptable terms or at
all.  We believe we are unlikely to be able to raise equity
capital in the capital markets," the Company said.

"Future sources of significant cash are essential to our liquidity
and financial position, and if we are unable to generate adequate
cash from these sources we will have liquidity-related problems
and will be exposed to material risks. In addition, our inability
to secure adequate sources of liquidity could lead to our eventual
insolvency."


MULTI PACKAGING: S&P Puts 'B' CCR on CreditWatch Negative
---------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings,
including the 'B' corporate credit rating, on Multi Packaging
Solutions Inc. (MPS) and wholly owned subsidiary John Henry
Holdings Inc. on CreditWatch with negative implications.

"The CreditWatch placement follows the announcement that private
equity firm Madison Dearborn Partners has agreed to acquire MPS
from equity sponsor Irving Place Capital. Terms of the transaction
were not disclosed.  The negative implications of the CreditWatch
listing indicate that we could affirm or lower the ratings
following further review of the transaction," said credit analyst
Daniel Krauss.  "We could affirm the ratings if the resulting
capital structure results in the company maintaining credit
metrics that we consider appropriate for the current rating,
including funds from operations (FFO) to total debt of about 12%.
We could lower the ratings if the transaction results in
significantly weaker credit ratios."

S&P will monitor developments relating to this transaction and
expect to resolve the CreditWatch listing within the next few
months following a review of the new equity sponsor's financing
plans and financial policy objectives, as well as the company's
new capital structure.  The negative CreditWatch implications
indicate that S&P could affirm or lower the ratings following its
review.


NESBITT PORTLAND: Can Employ Chief Restructuring Officer
--------------------------------------------------------
Nesbitt Portland Property LLC sought and obtained Court permission
from the Bankruptcy Court to employ a chief restructuring officer.

Peter C. Anderson, U.S. Trustee for Region 16, has opposed the
proposed hiring of a CRO.  The U.S. Trustee argued, among other
things, that the proposed engagement of the CRO is unreasonable
and include both unjustified compensation and inappropriate
indemnification.  The U.S. Trustee said the Court should, instead,
appoint a Chapter 11 trustee.

U.S. Bank National Association -- as successor in interest to Bank
of America, N.A., as trustee for the registered holders of GS
Mortgage Securities Corporation II, Commercial Mortgage Pass-
Through Certificates, Series 2006-GG6 -- requested that the Court
overrule the objection filed by the Office of the U.S. Trustee,
and grant the CRO application.  The secured lender has a claim
against the Debtors in the approximate amount of $193,396,857.

              About Nesbitt Portland Property et al.

Windsor Capital Group Inc. CEO Patrick M. Nesbitt sent hotel-
companies to Chapter 11 bankruptcy to stop a receiver named by
U.S. Bank National Association from taking over eight hotels,
seven of which are operated as Embassy Suites brand hotels.  The
eighth hotel, located in El Paso, Texas, was previously operated
as am Embassy Suites hotel, but lost its franchise agreement.
The eight hotels were pledged by the Debtors as collateral for the
loans with U.S. Bank.

According to http://www.wcghotels.com/Santa Monica-based Windsor
Capital owns and/or operates 23 branded hotels in 11 states across
the U.S.  Windsor Capital is the largest private owner and
operator of Embassy Suites hotels.

In the case U.S. Bank vs. Nesbitt Bellevue Property LLC, et al.
(S.D.N.Y. 12 Civ. 423), U.S. Bank obtained approval from the
district judge in June to name Alan Tantleff of FTI Consulting,
Inc., as receiver for:

* Embassy Suites Colorado Springs in Colorado;
* Embassy Suites Denver Southeast in Colorado;
* Embassy Suites Cincinnati - Northeast in Blue Ash, Ohio;
* Embassy Suites Portland - Washington Square in Tigard, Oregon;
* Embassy Suites Detroit - Livornia/Novi in Michigan;
* Embassy Suites El Paso in Texas;
* Embassy Suites Seattle - North/Lynwood in Washington; and
* Embassy Suites Seattle - Bellevue in Washington

The receiver obtained district court permission to engage Crescent
Hotels and Resorts LLC to manage the eight hotels.  But before Mr.
Adam could take physical possession of the properties and take
control of the Hotels, the eight borrowers filed Chapter 11
petitions (Bankr. C.D. Calif. Lead Case No. 12-12883) on July 31,
2012, in Santa Barbara, California.

The debtor-entities are Nesbitt Portland Property LLC; Nesbitt
Bellevue Property LLC; Nesbitt El Paso Property, L.P.; Nesbitt
Denver Property LLC; Nesbitt Lynnwood Property LLC; Nesbitt
Colorado Springs Property LLC; Nesbitt Livonia Property LLC; and
Nesbitt Blue Ash Property LLC.

Bankruptcy Judge Robin Riblet presides over the cases.  The
Debtors are represented in the Chapter 11 case by attorneys at
Susi & Gura, PC, and Griffith & Thornburgh LLP.  Alvarez & Marsal
North American, LLC, serves as financial advisors.

Attorneys at Kilpatrick Townsend & Stockton LLP represented the
Debtors in the receivership case.

U.S. Bank National Association, as Trustee and Successor in
Interest to Bank of America, N.A., as Trustee for Registered
Holders of GS Mortgage Securities Corporation II, Commercial
Mortgage Passthrough Certificates, Series 2006-GG6, acting by and
through Torchlight Loan Services, LLC, as special servicer, are
represented in the case by David Weinstein, Esq., and Lawrence P.
Gottesman, Esq., at Bryan Cave LLP.

On Sept. 5, 2012, the Debtors filed with the Court their schedules
of assets and liabilities.  Nesbitt Portland scheduled $29.4
million in assets and $192.3 million in liabilities.  Nesbitt
Portland's hotel property is valued at $27.19 million, and secures
a $191.9 million debt to U.S. Bank.


NEW ENGLAND COMPOUNDING: Dist. Court Enters Case Management Order
-----------------------------------------------------------------
Massachusetts District Judge F. Dennis Saylor, IV, entered a case
management order dated June 28 in In re New England Compounding
Pharmacy, Inc. Products Liability Litigation MDL No. 1:13-md-2419-
FDS.  A copy of the CMO is available at http://is.gd/ycPpHmfrom
Leagle.com.

The order applies to all actions transferred to the Massachusetts
District Court by the Judicial Panel on Multidistrict Litigation
pursuant to its Feb. 12, 2013 order; any tag-along actions
transferred to the District Court by the Judicial Panel on
Multidistrict Litigation pursuant to Rule 7.4 of the Rules of
Procedure of that Panel; any related actions originally filed in
the District Court or transferred or removed to the District
Court; and any related actions subsequently filed in the District
Court or otherwise transferred or removed to the District Court.

Judge Saylor expects to conduct a status conference about once a
month, on such dates and at such times as it deems appropriate.
Plaintiffs' Steering Committee, the defendants, the trustee
appointed in the chapter 11 case of NECC, the official committee
of unsecured creditors in the chapter 11 case, and any other
interested parties may participate in the status conferences.

The NECC trustee is currently engaged in settlement discussions
with NECC and the affiliated defendants, pursuant to the Agreed-
Upon Order Establishing Protocol for Settlement Negotiations and
Communications entered in the chapter 11 case.  Plaintiffs' lead
counsel and the Creditors' Committee should be kept apprised of
the status of that process to the extent permitted by the
Bankruptcy Court.

The Plaintiffs' Steering Committee may nonetheless commence formal
discovery against any one or more affiliated defendants upon a
showing of good cause to the District Court.

The Plaintiffs' Steering Committee, the trustee, and the
Creditors' Committee shall confer and shall submit to the Court
within 30 days a proposed mediation order to be entered in this
Court and the Bankruptcy Court concerning all unaffiliated
defendants and non-parties.

The Plaintiffs' Steering Committee shall file a master complaint
by September 5, 2013, after meeting and conferring with the
defendants and the trustee. This deadline is intended to permit
the Plaintiffs' Steering Committee a period of time to conduct
discovery and incorporate the fruits of that discovery into the
master complaint. The Plaintiffs' Steering Committee shall also
provide a short form complaint by September 5, 2013, after meeting
and conferring with the defendants and the trustee. The filing of
a master complaint or short form complaint will not render the
motions to dismiss of Alaunus Pharmaceutical, LLC or any other
defendant moot. Defendants may move to dismiss under Rule 12(b)(6)
against plaintiffs' original complaints.

By October 1, 2013, MDL plaintiffs who have already filed a
complaint as of the filing of the master complaint may file short
form complaints or, with leave of the Court, amended complaints.

The Plaintiffs' Steering Committee, the trustee, and the
Creditors' Committee should confer regarding formulation of a
chapter 11 plan in the NECC bankruptcy case. This order does not
withdraw the reference to the Bankruptcy Court in connection with
the chapter 11 case, including but not limited to negotiation and
formulation of a bankruptcy plan, plan issues, plan disclosure
requirements, plan confirmation, and Plan implementation or
enforcement. The parties may seek, or oppose, in whole or in part,
withdrawal of the reference to the Bankruptcy Court.

Judge Saylor set this timeline: "Fact discovery as to NECC and the
affiliated Temporarily stayed. defendants Fact discovery as to
unaffiliated defendants Open, subject to any proposed mediation
order and non-parties that is entered by the Court. Motion(s) for
entry of a confidentiality order July 3, 2013 filed Plaintiffs'
Steering Committee, defendants, July 9, 2013 Trustee, and
Creditors' Committee to meet and confer about scope of initial
discovery of plaintiffs Plaintiffs' Steering Committee, Trustee,
and July 3, 2013 Creditors' Committee to propose mediation order
for unaffiliated defendants Fact discovery as to unaffiliated
defendants July 30, 2013 and non-parties returnable by Discovery
depositions as noted above August 1, 2013 Depositions as to
unaffiliated defendants and August 15, 2013 non-parties complete
Master complaint filed September 1, 2013 Deadline to file amended
complaints for cases Fall 2013 filed before September 1, 2013
Case-specific discovery of plaintiffs Fall 2013 Summary judgment
briefing Fall 2013 Expert reports exchanged and depositions Fall
2013 conducted Trial(s) Summer 2014"

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012,
after a meningitis outbreak linked to an injectable steroid,
methylprednisolone acetate ("MPA"), manufactured by NECC, killed
39 people and sickened 656 in 19 states, though no illnesses have
been reported in Massachusetts.  The Debtor owns and operates the
New England Compounding Center is located in Framingham, Mass.  In
October 2012, the company recalled all its products, not just
those associated with the outbreak.


NEWLAND INTERNATIONAL: Trump Panama Implements Prepack Plan
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the owners of the 69-story Trump Ocean Club
International Hotel & Tower in Panama City, Panama, retained
control of the project by implementing the prepackaged Chapter 11
plan on July 8.  The plan was approved by the bankruptcy court in
New York in a May 30 confirmation order.  The plan was negotiated
and unanimously accepted by affected noteholders before the
Chapter 11 filing on April 30.

                    About Newland International

Newland International Properties Corp., a unit of Panama-based
Ocean Point Development Corp. that developed luxury hotel and
condominium known as the "Trump Ocean Club International Hotel &
Tower," located in Panama City, Panama, has sought Chapter 11
protection in New York with a bankruptcy exit plan that would
further restructure $220 million secured notes used to finance the
project.

Newland, which filed the bankruptcy petition (Bankr. S.D.N.Y. Case
No. 13-11396) in Manhattan on April 30, 2012, said the Trump Ocean
Club is a multi-use 69-floor luxury tower overlooking the Pacific
Ocean, with luxury condominium residences, a world-class hotel
condominium, a limited number of offices and premier leisure
amenities.  The Trump Ocean Club is located on the Punta Pacifica
Peninsula -- one of the most exclusive neighborhoods in Panama
City.

Newland tapped Gibson, Dunn & Crutcher, LLP, as bankruptcy
counsel; Adames, Duran, Alfaro & Lopez as Panamanian counsel; Epiq
Bankruptcy Solutions, LLC, as claims and notice agent and
tabulation agent; and Gapstone, LLC as financial advisor.

The Debtor estimated assets and debts of $100 million to
$500 million.


NORTH STAR: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: North Star Hospitality, LLC
        4340 E. Indian School Road, #21-256
        Phoenix, AZ 85018

Bankruptcy Case No.: 13-11322

Chapter 11 Petition Date: July 1, 2013

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

Judge: Sarah Sharer Curley

Debtor's Counsel: Patrick A. Clisham, Esq.
                  ENGELMAN BERGER, P.C.
                  3636 N. Central Avenue, #700
                  Phoenix, AZ 85012
                  Tel: (602) 271-9090
                  Fax : 602-222-4999
                  Email: pac@eblawyers.com

                        - and ?

                  David Wm. Engelman, Esq.
                  ENGELMAN BERGER, P.C.
                  3636 N. Central Avenue, #700
                  Phoenix, AZ 85012
                  Tel: (602) 271-9090
                  Fax: (602) 222-4999
                  E-mail: dwe@engelmanberger.com

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

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

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

The petition was signed by David Ahir, designated representative.


OCD HOLDINGS: Wants to Obtain Up to $5MM in DIP Loans from Atlas
----------------------------------------------------------------
OCD, LLC, asks the U.S. Bankruptcy Court for the Southern District
of New York for authorization to obtain secured debtor-in
possession financing from Atlas Investments, LLC, of up to
$5 million in order to complete construction on real property
owned by it located at 111 San Joaquin Road, Mountain Village,
Colorado which the Debtor is developing into six condominium units
known as "The Lorian at Prospect Creek".  According to OCD, the
Project is currently approximately 82% complete.

The Debtor has prepared a construction budget in the amount of
$2,962,685.00 to complete the Project.

The loan will be secured by a super-priority lien and deed of
trust against the Property.  The interest rate will be 10% per
annum, and the maturity date of the loan will be one year from the
date of closing, with two extension periods of six months each.

The Debtor will pay a closing fee equal to 3.5% of the principal
amount of the loan or $175,000.  Should the Debtor elect to
exercise its right to the extend the term of the loan beyond the
Maturity Date it will pay an extension fee of 1.75% of the
outstanding principal balance of the loan to extend the Maturity
Date for six months.  Should the Debtor elect to extend the
Maturity Date beyond the First Extension for an additional six (6)
months it will pay an additional fee of 1.25% of the outstanding
principal balance of the Loan to Atlas.  The Debtor will pay
Prairie Stone Investors, LLC, 1% of the Loan amount at closing
representing a Brokers Fee.

According to the Debtor, although the current "as is" value of the
Property is less than the alleged amount due FTL Lorian, LLC, on
account of its loan the Debtor submits that FTL will be adequately
protected inasmuch as the proposed improvements by the Debtor will
significantly increase the value of the property to at least
$15,175,000 "as complete" in or about January, 2014 and
$22,677,294.00 on a on forecasted total sale revenue and
$20,268,663.00 on a forecasted net income basis upon the sale and
marketing of all six (6) condominium units.
According to the Debtor, FTL will be further adequately protected
by payment of interest at the non-default interest rate of prime
(currently 3.25%) plus 0.5% or 3.75% on $9,535,492.00, the alleged
principal amount of its loan, in monthly installments in the
amount of $29,798.41, commencing the on first (1st) day of each
month following the Closing of the Loan for eighteen (18)
consecutive months or until FTL receives an initial distribution
on account of its claim under a Plan of Reorganization.

Debtor is represented by:

     Jeffrey A. Reich, Esq.
     REICH REICH & REICH, P.C.
     235 Main Street, Suite 450
     White Plains, NY 10601
     Tel: (914) 949-2126
     E-mail: Reichlaw@aol.com

                          About OCD, LLC

OCD, LLC, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
13-22416) on March 12, 2013.  Charles E. Dewey, Jr., signed the
petition as managing member.  The Debtor disclosed $28,014,340 in
assets and $17,021,500 in liabilities as of the Chapter 11 filing.


OHANA GROUP: Plan Filing Period Extended Until July 31
------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Washington
extended Ohana Group LLC's exclusive period to file and obtain
acceptances of a plan until July 31, 2013, and Sept. 30, 2013.

The motion was presented by Bridget G. Morgan, Esq., at Bush
Strout & Kornfeld LLP, counsel for the Debtor.

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


OMEGA HEALTHCARE: Fitch Affirms 'BB+' Subordinated Debt Rating
--------------------------------------------------------------
Fitch Ratings has affirmed the credit ratings of Omega Healthcare
Investors, Inc. (NYSE: OHI; Omega) as follows:

Omega Healthcare Investors, Inc.
  -- Issuer Default Rating (IDR) at 'BBB-';
  -- Unsecured revolving credit facility at 'BBB-';
  -- Senior unsecured notes at 'BBB-';
  -- Senior unsecured term loan at 'BBB-';
  -- Subordinated debt at 'BB+'.

The Rating Outlook is Stable.

Key Rating Drivers

The ratings reflect the strength of the company's metrics (low
leverage, high fixed-charge coverage, stable cash flows and
exceptional liquidity due to no near-term maturities), which
offset the largest credit concern - the focus on skilled nursing
and assisted living facilities. The high percentage of government
reimbursement and the corresponding regulatory risk to operators
of these facilities may place pressure on operator earnings.
Additionally, Fitch notes the company's small size ($3 billion in
assets), moderate geographic concentration (Florida and Ohio
collectively comprise 29% of 2013 rental income) and exposure to
smaller, unrated operators.

Strong Credit Metrics

Fixed-charge coverage is strong for the 'BBB-' rating. For the
trailing 12 months (TTM) ended March 31, 2013, OHI's fixed-charge
coverage ratio was 3.1x, compared with 3.0x for 2012 and 2011,
respectively. Contractual rental escalators drive Fitch's
expectation of fixed-charge coverage surpassing 3.5x by the end of
2015. Fitch defines fixed-charge coverage as recurring operating
EBITDA less straight-line rents divided by total interest
incurred.

Leverage is also strong for the 'BBB-' rating and continues to
decline. Leverage was 4.5x at March 31, 2013, as compared with
5.6x and 5.7x, respectively, as of Dec. 31, 2012 and 2011. Fitch
forecasts that leverage will migrate to the low-to-mid 4.0x range
through 2015 as the company acquires additional facilities funded
evenly through debt and equity and contractual rental escalators
increase same-store EBITDA. Fitch calculates leverage as net debt-
to-recurring operating EBITDA.

Strong Liquidity Due to Debt Maturity Schedule

OHI's liquidity is exceptionally strong with no debt maturities
before 2017 other than amounts that could be drawn on the
unsecured revolving line of credit in 2016 and modest amounts of
principal amortization. The next maturity is a $200 million term
loan issued in December 2012 and due in 2017. OHI's back-ended
debt maturities, coupled with the lack of recurring capital
expenditures (due to the triple-net nature of the leases) provide
exceptional liquidity coverage.

Risks Stemming From SNF Focus

Offsetting the credit positives is OHI's focus on skilled-nursing
facilities (SNF) and assisted-living facilities, which are highly
reliant upon federal and state reimbursement. More than 91% of
OHI's operator revenues are derived from public sources as of
Dec. 31, 2012. Operators have experienced greater financial
volatility and stress when rates and/or reimbursement formulas
have changed. Healthcare legislation, together with budgetary
concerns at both the federal and state levels will likely continue
to pressure operator margins and operators' capacity to honor
lease obligations.

As expected by Fitch, OHI's operators' coverage has weakened due
to the Centers for Medicare & Medicaid Services 2011 reimbursement
rate adjustment but remains solid (though not robust) at 2.0x and
1.5x, respectively, for EBITDARM and EBITDAR for the year ended
Dec. 31, 2012. These levels compare to 2.2x and 1.8x, respectively
for the year ended Dec. 31, 2011. Master leases with cross-
collateralization and EBITDAR coverage covenants improve OHI's
security; however, OHI remains at risk for potential tenant
defaults and/or requests for rental relief concessions stemming
from changes to reimbursement rates.

OHI's operators have been offsetting revenue declines through non-
rent operating expense cost savings. Coverage metrics have
declined moderately but Fitch expects they will stabilize near
current levels.

Fair Contingent Liquidity

Contingent liquidity as measured by unencumbered assets-to-
unsecured debt is adequate, ranging between 1.9x and 2.2x at
capitalization rates of 10% to 12%. This ratio will likely remain
flat as the company acquires properties on a leverage-neutral
basis.

Omega's dividend distribution policies allow it to retain some
cash flow from operations for corporate uses. OHI's Fitch-
calculated adjusted funds from operations payout ratios (AFFO)
were 71.4% and 80.3% for the quarter-ended March 31, 2013 and
year-ended Dec. 31, 2012.

Subordinated Debt Notching

The one-notch differential between Omega's IDR and the
subordinated debt assumed as part of the CapitalSource transaction
considers the relative subordination within OHI's capital
structure.

Stable Outlook

The Stable Outlook reflects Fitch's expectation that metrics will
improve but remain appropriate for the current rating and that any
reimbursement pressures at the operator level will have a minimal
impact on OHI cash flows given lease length, covenants and
coverage.

Rating Sensitivities

Although Fitch does not expect positive ratings momentum in the
near-to-medium term, the following factors could result in
positive momentum in the ratings and/or Outlook:

-- Increased scale;

-- Fitch's expectation of net debt-to-recurring operating EBITDA
   sustaining below 4.0x (leverage was 4.5x as of March 31, 2013);

-- Fitch's expectation of fixed-charge coverage sustaining above
   3.5x (coverage was 3.1x for the 12 months ended March 31,
   2013).

Conversely, the following factors may have a negative impact on
the ratings and/or Outlook:

-- Further pressure on operators through reimbursement cuts;

-- Fitch's expectation of leverage sustaining above 5.5x;

-- Fitch's expectation of fixed-charge coverage sustaining
   below 2.5x.


ONE CALL: Moody's Ratings Unchanged Following Term Loan Upsizing
----------------------------------------------------------------
Moody's Investors Service said that while One Call Medical, Inc.'s
(a wholly-owned subsidiary of OC Medical Holdings, Inc.) proposed
amendment and upsizing of its first lien senior secured term loan
is credit negative, it does not currently impact the B2 Corporate
Family Rating, the Ba3 rating on the first lien senior secured
credit facilities, or the stable rating outlook.

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

Based in Parsippany, NJ, One Call Medical, Inc. provides cost
containment services related to workers' compensation claims,
acting as an intermediary between healthcare providers, payors and
patients. One Call reduces medical costs of workers' compensation
claims by negotiating lower rates with network-based providers,
reducing unnecessary spend through utilization management and
handling certain administrative aspects of workers' compensation
medical claims. One Call is a leader in network services within
the diagnostic imaging, transportation and translation (T&T) and
dental segments. In August 2012, One Call acquired MSC Care
Management, a provider of similar services within the equipment &
device management, home health, surgical implants, and T&T
segments. Customers include insurance companies, third-party
administrators and self-insured employers. One Call Medical is
owned by Odyssey Investment Partners, LLC. Moody's estimates the
combined company generated pro forma revenue of approximately $742
million for the twelve months ended March 31, 2013.


ORECK CORP: Maker of Dirt Devil & Hoover Wins Auction
-----------------------------------------------------
Royal Appliance Manufacturing Co., the maker of Dirt Devil floor-
care products, won the auction for vacuum-cleaner manufacturer
Oreck Corp.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the second-place bidder was the Oreck family, which
sold the business in a $272 million transaction in 2003.  The
Oreck family made the first bid at auction at $21.9 million,
including $14.5 million cash.

The terms of Royal's winning bid weren't yet disclosed publicly.
The hearing for approval of the sale will take place on July 16 in
U.S. Bankruptcy Court in Nashville, Tennessee.

Pending court approval, the deal is expected close July 24,
BankruptcyLaw360 said.

Bloomberg notes that Royal was acquired in 2003 by Hong Kong-based
Techtronic Industries Co., the maker of Hoover vacuum cleaners.

                         About Oreck Corp.

Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in
Nashville, Tennessee, on May 6, 2013, with plans to sell the
business as a going concern.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late 1960s.
The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.

Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.  The Debtor estimated at least $10 million
in assets and liabilities as of the Chapter 11 filing.

William L. Norton III, Esq., and Alexandra E. Dugan, Esq., at
Bradley Arant Boult Cummings LLP, serve as counsel to the Debtor.
BMC Group Inc. is the claims and notice agent. Sawaya Segalas &
Co., LLC serves as financial advisor.

The U.S. Trustee appointed six creditors to the Official Committee
of Unsecured Creditors.  Daniel H. Puryear, Esq., at Puryear Law
Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP represent the Committee.  The Committee
tapped to retain Gavin/Solmonese LLC as it financial advisor.


ORECK CORP: Hires Deloitte Tax as Tax Advisory Consultant
---------------------------------------------------------
Oreck Corporation, et al., ask the Bankruptcy Court for permission
to employ Deloitte Tax LLP as tax advisory consultant.

The Debtors propose to compensate Deloitte Tax for its tax
advisory services according to the standard hourly rates of its
members are those rates may from time to time be adjusted during
the pendency of the Chapter 11 cases.

The current rate for the services of Stephen C. Harrison, the
Deloitte partner that will be the Debtors' main contact, is $635
per hour.  The rate for other members in the firm who may work on
these matters ranges from $280.00 to $565.00 depending on the
services required and the persons necessary to perform them.

Prior to the filling of the Debtors' Chapter 11 petitions,
Deloitte Tax was paid a retainer of $25,000.  All remaining
amounts under the retainer will be held postpetition pending
periodic applications for fees and expenses by Deloitte Tax with
the Court.

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

The attorneys for the Debtors can be reached at:

        William L. Norton, III, Esq.
        Alexandra E. Dugan, Esq.
        BRADLEY ARANT BOULT CUMMINGS LLP
        1600 Division St., Suite 700
        Nashville, TN 37203
        Tel: (615) 252-2397
        Fax: (615) 252-6397
        E-mail: bnorton@babc.com
                adugan@babc.com

                        About Oreck Corp.

Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in
Nashville, Tennessee, on May 6, 2013, with plans to sell the
business as a going concern.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late 1960s.
The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.

Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.  The Debtor estimated at least $10 million
in assets and liabilities as of the Chapter 11 filing.

William L. Norton III, Esq., and Alexandra E. Dugan, Esq., at
Bradley Arant Boult Cummings LLP, serve as counsel to the Debtor.
BMC Group Inc. is the claims and notice agent. Sawaya Segalas &
Co., LLC serves as financial advisor.

The U.S. Trustee appointed six creditors to the Official Committee
of Unsecured Creditors.  Daniel H. Puryear, Esq., at Puryear Law
Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP represent the Committee.  The Committee
tapped to retain Gavin/Solmonese LLC as it financial advisor.


ORCHARD SUPPLY: Tests Lowe's Offer at Aug. 14 Auction
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Orchard Supply Hardware Stores Corp., owner of a
chain of 91 hardware stores, will sell the business at auction on
Aug. 14 under procedures approved July 8 by the U.S. Bankruptcy
Court in Delaware.  Absent a better offer, competitor Lowe's
Companies Inc. will buy 60 stores for $205 million under a
contract signed before bankruptcy. Competing bids are due Aug. 9.

According to the report, the hearing for sale approval will take
place Aug. 20.  Orchard Supply is closing eight stores in going-
out-of-business sales conducted by Great American Group LLC as
agent.  Orchard Supply has the right before July 31 to have Great
American closes other locations under the same terms.

                        About Orchard Supply

San Jose, Calif.-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.


OVERSEAS HOLDING: Wants to Employ D&T as Accounting Advisor
-----------------------------------------------------------
Overseas Shipholding Group, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware for authorization to employ
Deloitte & Touche LLP as accounting advisor to the Debtors nunc
pro tunc to June 19, 2013.  D&T will assist with the planning of
carve-out and separation projects as well as providing related
services in connection with any restructuring, reorganization or
sale transaction that the Debtors may contemplate.

D&T professionals bill at these hourly rates:

     National Office                $720
     Partner/Principal/Director     $675
     Senior Manager                 $575
     Manager                       $455
     Senior                        $390
     Consultant                    $240

To the best of the Debtors' knowledge, D*T is a "disinterested
person" as that phrase is defined in Section 101(14) of the
Bankruptcy Code.

Counsel for the Debtors can be reached at:

     James L. Bromley, Esq.
     Luke A. Barefoot, Esq.
     CLEARY GOTTLIEB STEEN & HAMILTON LLP
     One Liberty Plaza
     New York, NY 10006
     Tel: (212) 225-2000
     Fax (212) 225-3999

          - and -

     Derek C. Abbott, Esq.
     Daniel B. Butz, Esq.
     William M. Alleman, Jr., Esq.
     MORRIS, NICHOLS, ARSHT & TUNNELL LLP
     1201 North Market Street
     P.O. Box 1347
     Wilmington, DE 19801-1347
     Tel: (302) 658-9200
     Fax: (302) 658-3989

                    About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


OVERSEAS SHIPHOLDING: Capital Reaches Deal to Transfer Claims
-------------------------------------------------------------
Capital Product Partners L.P. on July 10 announced agreements to
transfer its claims against Overseas Shipholding Group Inc. and
certain of OSG's subsidiaries regarding the long term bareboat
charters of three of the Partnership's product tanker vessels.

On November 14, 2012, OSG and certain of its subsidiaries made a
voluntary filing for relief under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware.  The Partnership had three IMO II/III Chemical/Product
tankers (M/T Alexandros II, M/T Aristotelis II and M/T Aris II,
all built in 2008 by STX Offshore & Shipbuilding Co. Ltd.) with
long term bareboat charters to subsidiaries of OSG.

After discussions with OSG, the Partnership agreed to enter into
new charters with OSG on substantially the same terms as the prior
charters, but at a bareboat rate of $6,250 per day.  The new
charters were approved by the Bankruptcy Court on March 21, 2013,
and were effective as of March 1, 2013.  On the same date, the
Bankruptcy Court also rejected the previous charters as of March
1, 2013. Rejection of each charter constitutes a material breach
of such charter.  On May 24, 2013, the Partnership filed claims
against each of the charterers and their respective guarantors for
damages resulting from the rejection of each of the previous
charters, including, among other things, the difference between
the reduced amount of the new charters and the amount due under
each of the rejected charters.

The Partnership has since transferred to Deutsche Bank Securities
Inc. all of its right, title, interest, claims and causes of
action in and to, or arising under or in connection with, the
Claims pursuant to three separate Assignment of Claim Agreements,
dated as of June 24, 2013, and effective as of June 26, 2013.  The
total purchase price to be paid by Deutsche Bank, the largest part
of which has been already received, is dependent on the actual
claim amount allowed by the Bankruptcy Court -- the Partnership
may be required to refund a portion of the purchase price or may
receive an additional payment from Deutsche Bank. The Partnership
has agreed to guarantee all obligations and liabilities of each
relevant vessel-owning subsidiary of the Partnership party to the
Assignment Agreements, per the terms of each such agreement.  In
connection with the Assignment Agreements, on July 2, 2013,
Deutsche Bank filed with the Bankruptcy Court six separate
Evidences of Transfer of Claim, each pertaining to the
Partnership's vessel-owning subsidiaries' claims against each
charterer party to the original three charter agreements and each
respective guarantor thereof.

Mr. Ioannis Lazaridis, Chief Executive and Chief Financial Officer
of the Partnership's General Partner, commented: "We are very
pleased to have successfully assigned our claim against OSG to
Deutsche Bank and we believe that the funds received in connection
with the assignment further enhance the growth prospects of the
Partnership."

                        Fleet Developments

The M/T Avax (47,834 dwt, built 2007, South Korea) and M/T Axios
(47,872 dwt, built 2007, South Korea) have both extended their
charters with our Sponsor, Capital Maritime, by a period of 12
months (+/- 30 days) at a gross rate of $14,750 per day, which is
$750 per day higher than their previous employment day rate.  The
earliest redelivery for each of the M/T Avax and the M/T Axios
under these charters is expected to be April 2014 and May 2014,
respectively.

Both transactions were unanimously approved by the conflicts
committee of our Board of Directors.

                   About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  Cleary Gottlieb
Steen & Hamilton LLP serves as OSG's Chapter 11 counsel, while
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


PARKLAND VI: Case Summary & 9 Unsecured Creditors
-------------------------------------------------
Debtor: Parkland VI, LLC
        3217 W. Potomac
        Chicago, IL 60651

Bankruptcy Case No.: 13-26811

Chapter 11 Petition Date: July 1, 2013

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Donald R. Cassling

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: $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/ilnb13-26811.pdf

The petition was signed by James Brettner, president.


PGA FLYOVER: Plan & Disclosure Statement Hearing Set for July 25
----------------------------------------------------------------
Judge Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida, West Palm Division, conditionally
approved the disclosure statement explaining PGA Flyover Corporate
Park LLC's Amended Chapter 11 Plan of Liquidation.

The Court will convene a hearing on July 25, 2013, to consider
final approval of the Disclosure Statement and the confirmation of
the Chapter 11 Plan.  Objections to the final approval of the
Disclosure Statement and the confirmation of the Plan are due July
22.

Under the Plan, holders of general unsecured claims are impaired
and will recover 50% or 100% of their allowed claims.  BBX's
secured claim is impaired.  PGA will cause its properties to be
transferred to BBX as payment for the remaining amount of the
secured claim.  Interests will be extinguished and will not
receive any distribution under the Plan.

A full-text copy of the Disclosure Statement dated June 26, 2013,
is available for free at:

          http://bankrupt.com/misc/PGAFLYOVERds0626.pdf

                    About PGA Flyover Corporate

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

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

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

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


PHOENIX DEVELOPMENT: Committee Opposes Extension of Exclusivity
---------------------------------------------------------------
SCBT, dba CBT, a Division of SCBT, has withdrawn, without
prejudice, its motion to dismiss the Chapter 11 case of Phoenix
Development and Land Investment, LLC, filed May 15, 2013.

Richard B. Herzon, Jr. Esq., and Byron C. Starcher, Esq., at
Nelson Mullins Riley & Scarborough LLP, represent SCBT as counsel.

As reported in the TCR on June 10, 2013, in the Motion to Dismiss,
SCB&T, N.A., asserted that the Debtor's case was filed in bad
faith; there is substantial and continuing loss to or diminution
of the estate; there is absence of a reasonable likelihood of
rehabilitation; and there is gross mismanagement of the estate.

SCB&T also sought an injunction from re-filing for a period of 180
days to ensure that it will have an opportunity to foreclose the
Debtor's interest in a 45-acre property in Athens.

                     About Phoenix Development

Phoenix Development and Land Investment, LLC, filed a Chapter 11
bankruptcy petition (Bankr. M.D. Ga. Case No. 13-30596) in Athens,
Georgia, on May 6, 2013.  The Watkinsville, Georgia-based company
disclosed total assets of $31.7 million and liabilities of
$4.31 million in its schedules.  The petition was signed by Conway
Broun as manager.  Ernest V. Harris, Esq., at Harris & Liken, LLP,
serves as the Debtor's counsel.

The Debtor owns a 45-acre property on Milledge Avenue and
Whitehall Road, in Athens, valued at $5.5 million and pledged as
collateral to a $4 million debt to SCB&T, NA.  The Debtor's
declared assets include at least $22 million in claims against
insurance companies and the Board of Regents of Georgia.


PMI GROUP: Ch. 11 Plan Aims To Avoid Tax Bill, US Atty Says
-----------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that the U.S.
Attorney's Office objected to the confirmation of mortgage
insurance holding company PMI Group Inc.'s Chapter 11 plan,
arguing that its main objective is to use $2.4 billion in tax
attributes to avoid paying Uncle Sam.

According to the report, the U.S. attorney contends that once PMI
emerges from bankruptcy, the only assets it will have will be
stock in inactive subsidiaries as well as $2.2 billion in
consolidated net operating losses and $195 million in income tax
credits as of Dec, 31, 2011.

                        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).


POINT CENTER: Committee Objects to Extension of Exclusivity
-----------------------------------------------------------
The Official Committee of Unsecured Creditors of Point Center
Financial, Inc., objects to the motion of the Debtor extending the
Debtor's exclusivity periods for filing and obtaining acceptances
of a plan of reorganization in its bankruptcy case.

According to the Committee, the Debtor has not made any good-faith
progress toward reorganization, is not meeting its own cash flow
projections, is not paying its bills as they become due, has not
made progress in negotiating with creditors, and does not have a
reasonable prospect of filing a viable plan.

The Committee says that the Debtor is not reorganizing, it is
liquidating.  An open, competitive plan process will ensure that
the liquidation is conducted in an orderly manner and with the
Estate's bests interests in mind, the Committee adds.

The motion was submitted by the Committee's attorneys:

         Richard A. Marshack, Esq.
         Kristine A. Thagard, Esq.
         MARSHACK HAYS LLP

As reported in the TCR on June 27, 2013, the Debtor is asking the
Bankruptcy Court to extend its exclusive periods to file and
obtain acceptances of a plan until Oct. 17, 2013, and Dec. 16,
2013, respectively.

Robert P. Goe, Esq., at Goe & Forsythe, LLP, the attorney for the
Debtor, says that the Debtor needs additional time to formulate a
Plan.  The Debtor, Mr. Goe states, has both been extremely
cooperative and open with all parties, but at the same time, being
engaged in a multi-month State Court trial with Lloyd Charton, et
al.  The Court granted Charton stay relief to proceed with State
Court litigation, which trial has already run a month.  According
to Mr. Goe, the Debtor's lean management team has been required to
focus much attention to the State Court case, which could have
been better spent on Debtor's business reorganization.

Mr. Goe adds that the Court also granted the Brewer Parties relief
from stay to proceed against the third party entities, which will
also require Debtor's attention.

"Debtor is attempting to formulate a Plan acceptable to all
creditors, nearly all of which want to see the Debtor survive and
only a very small percentage are hostile," Mr. Goe says.

                        About Point Center

Point Center Financial, Inc., a hard money lender, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-11495) in Santa
Ana, California, on Feb. 19, 2013.  The Debtor disclosed
$109,257,545 in assets and $54,566,116 in liabilities as of the
Chapter 11 filing.

The Company claims to have a long track record of success in
originating and servicing loans from hundreds of investors.
Unfortunately, due to the historic collapse of the economy
beginning in about 2007, the Debtor, no different than many other
similar enterprises in real estate, has fallen on hard times.

From a high of about 130 performing loans with a total combined
face value of over $450 million in 2006, only 8 loans are now
performing.  There were a total of only four foreclosed properties
("REOs") as of 2006.  In comparison, between 2007 and 2012, there
were 60 foreclosure sales.

The result left the Debtor saddled with large secured liabilities
to PMB, which has a blanket lien on all of the Debtor's assets in
excess of $9 million, secured by the Debtor's primary asset of
loan servicing and management fees received from secured loans and
properties that have been taken back through foreclosure.

The MA Creditors are represented by Mary L. Fickel, Esq., at
Fickel & Davis.

The Official Committee of Unsecured Creditors is represented by
Marshack Hays LLP.


PRIMCOGENT SOLUTIONS: Section 341(a) Meeting Continued to July 26
-----------------------------------------------------------------
The Section 341(a) meeting of creditors in the bankruptcy case of
Primcogent Solutions LLC is continued to July 26, 2013, at 1:30
p.m.  A first meeting of creditors of the Debtor required under
Section 341(a) of the Bankruptcy Code was held on June 21, 2013,
at 1:30 p.m.

                     About Primcogent Solutions

Primcogent Solutions, LLC, is a supplier and distributor of
medical equipment and services in North America.  Primcogent
operates as the exclusive North American (and, through its
European subsidiaries, Western European) seller or distributor of
equipment manufactured by Erchonia Corporation, pursuant to
exclusive license and supply agreements.  Products sold include
Erchonia's non-invasive body-contouring laser technology
trademarked under the name Zerona(R), including the Zerona Body
Laser.

Primcogent was formed in late 2011 following the acquisition
of the business of Santa Barbara Medical Innovations LLC for
$18 million.  Although the Erchonia agreement gave Primcogent
perpetual rights to sell Erchonia products, Erchonia declared in
March 2013 that the agreement has been terminated due to
Primcogent's alleged failure to perform and starting that time
stopped servicing Primcogent's products.  Primcogent, on the other
hand, claims Erchonia has committed fraud, breached the agreement
and tortiously interfered with Primcogent's business.  Primcogent
cites, among other things, Erchonia's failure to obtain FDA
clearance of Lunula, a laser technology used to treat or cure toe
fungus.

Primcogent also claims ORIX, its secured lender, is working in
concert with Erchonia.  A default in the Erchonia agreement
triggered a cross-default in the credit agreement, and the secured
lender has already seized control of Primcogent's cash account and
is attempting to control warehouse inventory.

Primcogent filed a bare-bones Chapter 11 petition (Bankr. N.D.
Tex. Case No. 13-42368) in Ft. Worth, Texas, on May 20, 2013.  The
petition was signed by David Boris, chairman of board of managers
of managing member.  The Debtor estimated assets of at least $50
million and debts of at least $10 million.  Judge Michael Lynn
presides over the case.  Jason Napoleon Thelen, Esq.,at Andrews
Kurth, LLP, serves as the Debtor's counsel.

ORIX is represented by Robert W. Jones, Esq., and Brian Smith,
Esq., at Patton Boggs, LLP.

Erchonia is represented by Ira M. Schwartz, Esq., and Lawrence D.
Hirsh, Esq., at Deconcini McDonald Yetwin & Lacy, P.C., and J.
Michael Sutherland, Esq., and Lisa M. Lucas, Esq., at Carrington,
Coleman, Sloman & Blumenthal, LLP.


PRIMCOGENT SOLUTIONS: Committee Wants to Retain LRM as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Primcogent
Solutions, LLC, asks the U.S. Bankruptcy Court for the Northern
District of Texas for authorization to retain Looper Reed & McGraw
P.C. (LRM), as counsel to the Committee, effective as of June 12,
2013.

LRM will render these professional services:

  (a) advising the Committee with respect to its rights, powers
and duties in this case;

  (b) advising and consulting with the Committee concerning (i)
the administration of this case and (ii) unsecured creditors'
rights and remedies in connection with the Debtor's estate;

  (c) analyzing all facets of the Debtor's case, including the
acts, conduct, assets, liabilities, and financial condition of the
Debtor, claims by and against the estate, the existence of estate
causes of action, the operation of the Debtor's business, and
matters related to the formulation, proposal and confirmation of a
chapter 11 plan;

   (d) working with the Debtor concerning the administration of
this case;

   (e) preserving, protecting and maximizing the value of the
Debtor's assets and estate;

   (f) preparing pleadings, motions, answers, notices, orders, and
reports necessary or required to protect the Committee, or to the
administration of this case;

   (g) working to formulate, prepare and confirm a Chapter 11
plan;

   (h) reviewing and analyzing all applications, motions, orders,
statements of operations and schedules filed with the Court and
advising the Committee with respect thereto; and

   (i) performing such other legal services for the Committee that
the Committee determines are necessary and appropriate to
faithfully discharge its duties or otherwise relevant to this
case.

To the best the Committee's knowledge and belief, LRM and its
respective lawyers neither hold nor represent any interest adverse
to the Committee or its constituents in connection with this case.

LRM will bill the Committee at its established hourly rates and
seek reimbursement of expenses, as customarily charged to its non-
bankruptcy clients.

                     About Primcogent Solutions

Primcogent Solutions, LLC, is a supplier and distributor of
medical equipment and services in North America.  Primcogent
operates as the exclusive North American (and, through its
European subsidiaries, Western European) seller or distributor of
equipment manufactured by Erchonia Corporation, pursuant to
exclusive license and supply agreements.  Products sold include
Erchonia's non-invasive body-contouring laser technology
trademarked under the name Zerona(R), including the Zerona Body
Laser.

Primcogent was formed in late 2011 following the acquisition
of the business of Santa Barbara Medical Innovations LLC for
$18 million.  Although the Erchonia agreement gave Primcogent
perpetual rights to sell Erchonia products, Erchonia declared in
March 2013 that the agreement has been terminated due to
Primcogent's alleged failure to perform and starting that time
stopped servicing Primcogent's products.  Primcogent, on the other
hand, claims Erchonia has committed fraud, breached the agreement
and tortiously interfered with Primcogent's business.  Primcogent
cites, among other things, Erchonia's failure to obtain FDA
clearance of Lunula, a laser technology used to treat or cure toe
fungus.

Primcogent also claims ORIX, its secured lender, is working in
concert with Erchonia.  A default in the Erchonia agreement
triggered a cross-default in the credit agreement, and the secured
lender has already seized control of Primcogent's cash account and
is attempting to control warehouse inventory.

Primcogent filed a bare-bones Chapter 11 petition (Bankr. N.D.
Tex. Case No. 13-42368) in Ft. Worth, Texas, on May 20, 2013.  The
petition was signed by David Boris, chairman of board of managers
of managing member.  The Debtor estimated assets of at least $50
million and debts of at least $10 million.  Judge Michael Lynn
presides over the case.  Jason Napoleon Thelen, Esq.,at Andrews
Kurth, LLP, serves as the Debtor's counsel.

ORIX is represented by Robert W. Jones, Esq., and Brian Smith,
Esq., at Patton Boggs, LLP.

Erchonia is represented by Ira M. Schwartz, Esq., and Lawrence D.
Hirsh, Esq., at Deconcini McDonald Yetwin & Lacy, P.C., and J.
Michael Sutherland, Esq., and Lisa M. Lucas, Esq., at Carrington,
Coleman, Sloman & Blumenthal, LLP.


R.L. ADKINS: Baker Hughes and GWS's 1111(b) Elections Invalid
-------------------------------------------------------------
Bankruptcy Judge Robert L. Jones of the Northern District of
Texas, Abilene Division, ruled that the so-called Sec. 1111(b)
elections made by Baker Hughes Oilfield Operations, Inc., and Gray
Wireline Services, Inc., creditors of R.L. Adkins Corp., are
invalid and the objections to those elections by Scott Oils Inc.,
the plan proponent on the chapter 11 plan confirmed in Adkins'
case, are sustained.

The Plan was confirmed by the Court's order entered May 13, 2013.
Under the Plan, Baker Hughes and Gray Wireline are Class 9
creditors -- Baker Hughes as subclass 9.1 of the Plan and Gray
Wireline as subclass 9.5 of the Plan.  The Plan is based in large
part on the purchase by Scott Oils of the debtor's mineral and
leasehold interests, many of which are subject of lien claims
asserted by creditors.  Through a complicated "waterfall" formula,
creditors are paid their respective secured claims.

Baker Hughes and Gray Wireline, as Class 9 claimants, are
mechanics lien claimants with asserted liens against certain of
the mineral interests subject of the sale.  There is no dispute
concerning the formula for payment; the dispute concerns whether
Baker Hughes and Gray Wireline must be paid the entire amount
of their respective claims given their asserted status under
11 U.S.C. Sec. 1111(b)(2) or just an amount based on the value of
their respective interests in the properties subject of the sale.

The difference is significant. Baker Hughes's total claim amount
is $354,921.96; Gray Wireline's total claim amount is $38,017.50.
The anticipated value of the properties subject of their liens,
however, is $72,168.95 and $13,207.83, respectively.

Section 1111(b) of the Bankruptcy Code allows an undersecured
creditor to elect to have its claim treated as secured to the
extent its claim is allowed.  That creditor may, as a result,
demand payment in full of its claim under a chapter 11 plan, Sec.
1129(b)(2)(A)(ii), and in a value that is no less than the present
value of the property securing the claim, Sec. 1129(a)(7)(B).

Baker Hughes and Gray Wireline did not object to the Plan, but
they did cast ballots rejecting the Plan. As such, they contend
the Plan's treatment of their respective claims is not fair and
equitable as required by Sec. 1129(b)(2)(A) because it fails to
pay the full amount of their claims. Full payment is required
because, they contend, they were each in effect denied the right
to credit bid.  They state that they "cannot be deprived of both
the right to credit bid and the right to make a [section]
1111(b)(2) election."

According to Judge Jones, Section 1111(b)(1)(B)(ii) is
unequivocal. It simply provides that an undersecured creditor
cannot make the Sec. 1111(b)(2) election if it "has recourse
against the debtor" on its claim and the property subject of its
lien "is sold under section 363 of this title or is . . . sold
under the plan."  Judge Jones noted that the mineral estates are
sold under the confirmed Plan. The recourse nature of the claims
of Baker Hughes and Gray Wireline is undisputed.

The Plan does not state that the Class 9 creditors do not have a
right to credit bid. The Plan does state, however, that the sale
is made pursuant to Sec. 363 of the Bankruptcy Code. Any such
sale, Judge Jones said, carries with it an affected creditor's
right to credit bid.  Baker Hughes and Gray Wireline apparently
never attempted to make a credit bid in response to the sale.
Neither objected to the Plan to the extent they construed the Plan
to prevent such right. Finally, the Confirmation Order
specifically finds that the sale was effected under Sec. 363(k).
As a practical matter, such right was unavoidable "unless the
court . . . orders otherwise."

Judge Jones said Baker Hughes and Gray Wireline construe the
Plan's failure to specifically reference their respective rights
to make credit bids to somehow validate their Sec. 1111(b)
elections and thus require payment of their allowed claims in
full.  The Court does not so construe the Plan's effect under the
circumstances here. Baker Hughes and Gray Wireline did make an
election; they elected not to credit bid.  They held such right
under Sec. 363, not under Sec. 1111(b).

A copy of Judge Jones' July 3, 2013 Memorandum Opinion and Order
is available at http://is.gd/c5J4YJfrom Leagle.com.

                         About R.L. Adkins

R.L. Adkins Corp. -- http://www.rladkinscorp.com/-- operates an
oil company that explores oil and gas through out West Texas and
North Texas.

Several oil and gas service companies filed an involuntary
bankruptcy petition against RL Adkins in July, seeking nearly
$500,000 in what they claimed were unpaid debts.  The case was
later converted to voluntary Chapter 11.  RL Adkins in August 2011
listed its 20 largest creditors, with claims totaling more than
$10.5 million.

Judge Robert L. Jones presides over the case.

A related company, Sweetwater, Texas-based Adkins Supply Inc.
filed for Chapter 11 protection (Bankr. N.D. Tex. Case No.11-
10353) on Sept. 16, 2011.  Judge Jones also presides over the
case.  Max Ralph Tarbox, Esq., at Tarbox Law P.C., represents
Adkins Supply.  It estimated both assets and debts to be between
$1 million and $10 million.


RADIAN GROUP: Releases Mortgage Data; July 24 Conference Call Set
-----------------------------------------------------------------
Radian Guaranty Inc., the mortgage insurance subsidiary of Radian
Group Inc., on July 9 released data for primary mortgage insurance
delinquencies for June 2013.

These details may also be found on Radian's website at

     http://www.radian.biz/page?name=NewsReleases

Previously released historical data is also available on the
website at:

http://www.radian.biz/page?name=FinancialReportsMortgageInsurance

The information below regarding new delinquencies and cures is
reported to Radian from loan servicers.  Default reporting,
particularly on a monthly basis, may be affected by several
factors, including the date on which the report is generated and
transmitted to Radian, updated information submitted by servicers
and by the timing of servicing transfers.

June 2013

Primary New Insurance Written ($ in billions)             $4.76
Beginning Primary Delinquent Inventory (# of loans)       79,344
New Delinquencies                                         5,088
Cures                                                    (4,361)
Paids
(including those charged to a deductible or captive)     (1,903)
Rescissions and Denials *                                    89
Ending Primary Delinquent Inventory (# of loans)         78,257

* Rescissions and Denials are net of actual reinstatements for the
period.  For additional details on reinstatement trends, refer to
Slide 22 of Radian's First Quarter 2013 Presentation Slides
available in the Investors section of Radian's website at
http://www.radian.biz

SECOND QUARTER CONFERENCE CALL

Radian will hold a conference call on Wednesday, July 24, 2013, at
10:00 a.m. Eastern time to discuss the company's second quarter
2013 results, which will be announced prior to the market open on
the same day.  The conference call will be broadcast live over the
Internet at http://www.radian.biz/page?name=Webcastsor at
http://www.radian.biz

The call may also be accessed by dialing 800-230-1074 inside the
U.S., or 612-234-9959 for international callers, using passcode
297533 or by referencing Radian.

A replay of the webcast will be available on the Radian website
approximately two hours after the live broadcast ends for a period
of one year.  A replay of the conference call will be available
approximately two and a half hours after the call ends for a
period of two weeks, using the following dial-in numbers and
passcode: 800-475-6701 inside the U.S., or 320-365-3844 for
international callers, passcode 297533.

In addition to the information provided in the company's earnings
news release, other statistical and financial information, which
is expected to be referred to during the conference call, will be
available on Radian's website under Investors >Quarterly Results,
or by clicking on http://www.radian.biz/page?name=QuarterlyResults

                         About Radian Group

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

                           *     *     *

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

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

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


RADIAN GROUP: S&P Raises Financial Strength Rating to 'B'
---------------------------------------------------------
Standard & Poor's Ratings Services raised its financial strength
rating on Radian Group to 'B' from 'B-'.  At the same time, S&P
raised the counterparty credit rating on the holding company to
'B-' from 'CCC+' and raised all related issue ratings by one
notch.  The outlook is stable.

"The rating reflects our expectation that Radian has adequate
resources to meets its insurance and financial obligations within
the next 12 months," said Standard & Poor's credit analyst Patrick
Wong.  The company's financial risk profile (FRP) has improved and
is likely to continue to do so during the next 12 months.
Radian's competitive position and business risk profile are also
improving, but remain secondary in our rating analysis.

Based on S&P's analysis, the risk of reserve strengthening
remains, but it expects the amount required to strengthen the
reserves to be less than the group's newly raised capital.  Other
factors reflected in S&P's ratings decision include the group's
single-premium business, which has increased its market share
while providing additional liquidity in its claims-paying ability,
marginal improvement in the mortgage insurance sector, the
stabilization of home prices, a decline in the unemployment rate,
and fundamental improvements in the macroeconomy.

Offsetting these positive rating factors is Radian's capital
quality, which S&P continues to gauge as low.  A significant
portion of Radian's capital base is debt financed, having low
capital permanence with a medium-term maturity and no definitive
refinancing plans.  Statutory capital, excluding Radian Asset,
remains negative and S&P projects immaterial organic statutory
earnings growth in the next 12 months due to losses and meeting
new business reserving needs.  In addition, Radian's financial
flexibility is predicated heavily on investors' optimism in the
sector and that can change haphazardly depending on market and
economic trends.

The holding-company counterparty credit rating also reflects
structural subordination, regulatory dividend restrictions,
dependence on operating subsidiaries' performance to service
ongoing fixed charges, the relatively high debt-leverage ratio of
49%, and negative fixed-charge coverage.  Financial flexibility
has improved during the past 12 months with the $689.8 million
issuance, but S&P continues to view it as relatively weak given
the negative fixed-charge coverage and the significant amount of
capital having low permanence.  At the end of first-quarter 2013,
Radian's holding company had $815 million of capital resources,
with an interest expense of $15.9 million.

"Based on our criteria, Radian's holding company does not meet the
definition of a 'CCC' category rating of "currently vulnerable to
non-payment."  As a result, we have upgraded the holding company
to 'B-', one notch below the operating company financial strength
rating.  Despite the narrow notching (non-operational insurance
holding companies are typically rated three notches below the
financial strength ratings on the operating insurance companies),
we continue to believe factors such as structural subordination,
regulatory dividend restrictions, and dependence on operating
subsidiaries are significant rating factors for the holding
company counterparty credit rating.  We expect to return to
standard notching if the operating company financial strength
rating improves. For the other related issue ratings, standard
notching from the holding company counterparty credit rating
applies," S&P said.

"The outlook is stable, reflecting our expectation that the rating
will not change in the next 12 months.  We believe that
capitalization will remain stable during the next 12 months and
the company will have adequate resources to cover all insurance
and financial obligations.  However, statutory capital adequacy in
the mortgage insurance operation, within Radian Guaranty excluding
capital in Radian Assets, remains undercapitalized in our view,
and it is not likely to improve significantly in the next 12
months.  Operating performance should continue to improve and we
expect the company to be marginally profitable by first-quarter
2014.  However, it is unclear if operating earnings are adequate
to cover all fixed-charge expenses at the holding company on an
ongoing basis. Statutory gains are likely to remain negative or
immaterial to contribute to holding-company debt-servicing
abilities," S&P added.

"We can upgrade the company if quality of capital significantly
improves, if Radian Guaranty (MI Subsidiary) has positive,
sustainable and improving capital and surplus, and meaningful
reduction of delinquency.  RTC would have to remain at
approximately 20:1 or below, coupled with the continued
decline/mitigation of risk surrounding adverse reserve
adjustments.  Operating performance should also improve to a level
that can at least cover fixed-charge expenses.  An upgrade will
also be predicated on fundamental economic improvement of the
broader sector and Radian's overall credit quality as compared to
peers'.  Alternatively, we can downgrade the company if capital
adequacy and/or quality of capital decline further, or if holding-
company resources are no longer adequate to cover all fixed-charge
expenses within the next 12 months.  In addition, we could
downgrade the company if we observe an increase in new
delinquency, if the economy recovery slows, or if there is any
indication of an economic recession.  We currently view the chance
of a recession in the next 12 months as 10%-15%," S&P noted.


RAILWAYS CORP: Conduit Still Held Liable for Receipt of Preference
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a decision from Maryland this week stands for the
proposition that although a defendant in a preference suit might
be a "mere conduit," it still can have liability as the entity
benefiting from the transfer.

The report recounts that a bankruptcy trustee sued an insurance
broker for about $1.5 million in preferences, or overdue payments
received within 90 days of bankruptcy.  The bankruptcy judge
dismissed the suit, saying the agent wasn't the creditor receiving
the preference.  The contract between the broker and the insurance
company provided that all premium payments were to be held in a
trust account by the broker and paid over periodically.  While in
trust, the premiums wouldn't be property of the agent.  The
contract also provided that the agent would be liable for premiums
even if never received from the insured.

The report notes that District Judge James K. Bredar in Baltimore
reversed the bankruptcy court and found the agent liable for
preferences.  The bankruptcy judge ruled that the agent was a
"mere conduit" and thus not the recipient of the preferential
payment.  Even if that were true, Judge Bredar said it didn't
obviate the agent's liability as the entity for whose benefit the
transfer was made.

The report discloses that because the agent would have been liable
to the insurance company if the premium payment weren't made, the
transfer was for the agent's "benefit" and thus was preferential
under Section 547(b)(1) of the U.S. Bankruptcy Code.

The case is Guttman v. Construction Program Group (In re Railworks
Corp.), 13-cv-00385, U.S. District Court, District of
Maryland (Baltimore).

Founded in 1998, RailWorks Corporation -- http://www.railworks.com
-- provides reliable construction, maintenance, and material
solutions for the rail and rail-transit industries.  Baltimore-
based RailWorks Corp. and 22 of its affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Md. Case Nos. 01-64463 through
01-64485) on Sept. 21, 2001, Judge E. Stephen Derby presiding.
Whiteford, Taylor & Preston L.L.P., served as bankruptcy counsel.
In November 2002, RailWorks emerged from bankruptcy as a privately
held company.  It received approval of its reorganization plan
effective Oct. 1, 2002.


RAMNISH PROPERTIES: Case Summary & 6 Unsecured Creditors
--------------------------------------------------------
Debtor: Ramnish Properties, Inc.
        58 Sewell Lane
        Marietta, GA 30068

Bankruptcy Case No.: 13-64602

Chapter 11 Petition Date: July 1, 2013

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: Paul Reece Marr, Esq.
                  PAUL REECE MARR, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Fax: (770) 984-0044
                  E-mail: paul@paulmarr.com

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

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

A copy of the Company's list of its largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ganb13-64602.pdf

The petition was signed by Jayu R. Momaya, chief executive
officer.  Jayu R. Momaya commenced a bankruptcy case (Case No. 12-
74657) on Oct. 1, 2012.


RENAISSANCE ACQUISITION: Moody's Assigns 'B2' CFR; Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating
and B2-PD probability of default rating to Renaissance Acquisition
Corp. which will merge with Gardner Denver Inc. upon the close of
the acquisition of GDI. Moody's also assigned B1 ratings to the
following proposed first lien loans: $400 million revolving credit
facility, $1.8 billion US Dollar denominated term loan, and $525
million Euro denominated term loan. Lastly, Moody's assigned a
Caa1 rating to the proposed $675 million senior unsecured notes.
The rating outlook is stable.

Ratings:

  Corporate Family Rating: assigned B2

  Probability of Default Rating: assigned B2-PD

  $400 million revolving credit facility: assigned B1- LGD-3/38%

  $1.8 billion US Dollar denominated term loan: assigned B1-
  LGD-3/38%

  $525 million Euro denominated term loan: assigned B1- LGD-3/38%

  $675 million senior unsecured notes: assigned Caa1- LGD-6/90%

Rating Outlook: Stable

Ratings Rationale:

The B2 CFR rating for Gardner Denver is driven by the company's
high leverage (about 7.4x Moody's adjusted pro-forma forecast year
end 2013), modest interest coverage (2.0x EBITA/Interest), and
modest cash flow (about 5% funds from operations/debt). The rating
also reflects an elevated amount of management turnover since late
2011, and weakness in North American unconventional energy
exploration and production, a meaningful end market for the
company. These credit weaknesses are offset by the company's
geographic (meaningful presence in 3 major continents) and end
market diversification, leading market shares, and steady cash
flow generation driven by the relatively low capital expenditure
requirements of the businesses. Though KKR, the private equity
buyer, is utilizing a high degree of leverage to complete the $3.9
billion purchase, Moody's acknowledges the firm's track record of
improving margins of portfolio companies.

Opportunities for improvement seem evident at Gardner Denver based
on its historic sub-par margin performance which appear to be the
result of the prior management's focus on growth via acquisition
and not on operational integration of the acquired assets. Moody's
expects a meaningful share of free cash flow to be applied to debt
reduction leading to leverage declining to the low 7x level by the
end of 2014. The outlook is stable.

Liquidity is expected to be good, supported by high availability
of the proposed 5-year, $400 million multi-currency revolving
credit facility and about $100 million of cash on hand. Moody's
expects the revolver to remain largely unused except for just
under $20 million of letters of credit and occasional modest
seasonal working capital draws. The credit facilities are expected
to contain a springing financial covenant with respect to the
revolver only and based on utilization. The term loans are
expected to have nominal amortization of 1% per year. Moody's
expects the company to generate positive free cash flow in the low
single digits as a percentage of debt and to be able to generate
positive cash flow even during periods of moderate top line
pressures.

The stable outlook reflects an expectation for the company to
benefit as global GDP increases in the low single digit percent
and for stabilization of the North American unconventional energy
market. This should facilitate financial metrics improving to
levels that comfortably support the B2 rating. Moody's also
expects management for the near to intermediate term to remain
focused on asset integration and not on acquisitions.

The ratings could improve if leverage were to decline below 5x,
FFO/TD increased over 10%, and the company improved EBITDA margins
in to the low 20% range (compared to the current Moody's
calculated 20%). Ratings could be lowered if the company engaged
in meaningful, debt funded acquisitions (over $250 million
purchase price) in the near term or if KKR would take a dividend
keeping leverage over 7.5x. The ratings could also be vulnerable
if the revenue declined over the near term more than the company
expects leading to margins declining below 17% and if
EBITA/interest declined below 1.5x.

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

Gardner Denver, Inc., headquartered in Wayne, PA, is a global
manufacturer of highly engineered products including compressors,
pumps and blowers used in various end markets including
industrial, energy, transportation, healthcare, and others.
Revenue in twelve months ending March 31, 2013, was about $2.3
billion.


RENAISSANCE ACQUISITION: S&P Assigns Prelim. B Corp Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Renaissance Acquisition Corp., which
will merge with and into Gardner Denver Inc. (GDI) when Kohlberg
Kravis Roberts & Co. L.P. completes its acquisition of GDI.  The
rating outlook is stable.

"At the same time, we assigned a preliminary 'B' issue rating to
the company's proposed $2.725 billion senior secured credit
facilities, which will comprise a $1.8 billion senior secured U.S.
dollar tranche term loan, a $525 million equivalent senior secured
euro tranche term loan, and a $400 million revolver.  We assigned
a preliminary '3' recovery rating to the senior secured credit
facilities to indicate our expectation that lenders would receive
meaningful (50%-70%) recovery in the event of a payment default.
We also assigned a preliminary 'B-' issue rating to the company's
proposed $675 million senior unsecured notes and a preliminary '5'
recovery rating to indicate our expectation that lenders would
receive modest (10%-30%) recovery in the event of payment
default," S&P said.

Renaissance Acquisition Corp. will be the borrower under the
senior secured facilities and will issue the unsecured notes.
Gardner Denver Holdings GmbH & Co. KG and GD First (UK) Ltd. will
be additional co-borrowers under the revolving credit facility.

The preliminary issue and corporate credit ratings are subject to
the acquisition's closing and the proposed financing's completion
as described.

"Our ratings on Wayne, Pa.-based GDI reflect the company's "highly
leveraged" financial risk profile and "satisfactory" business risk
profile," said credit analyst Svetlana Olsha.  The ratings assume
that GDI will maintain its good market position in cyclical and
competitive markets and that the company will use free cash flow
to reduce debt to levels S&P considers appropriate for the rating,
including debt to EBITDA of less than 6x and FFO to debt of about
10%.  S&P's assessment is that the company's management and
governance is "fair".

"We expect the company's revenues to decline by mid-to-high single
digits in 2013 primarily as a result of excess inventory in the
oil and natural gas well development and production industry,
which has resulted in weaker demand for Engineered Products
Group's (EPG's) drilling and well-servicing products.  We estimate
that 2014 revenues will grow by mid-single digits as EPG's order
rates rebound and Industrial Product Group's (IPG's) revenues
continue to grow by low-single digits, in line with our GDP and
industrial production forecasts.  Our global economic outlook
anticipates global GDP growth of 2.6% in 2013 and 3.5% in 2014
because moderate economic growth in the U.S. and China should be
partially offset by a lagging economy in Europe," S&P said.

The company has improved its adjusted EBITDA margin from the mid-
to-high teens to about 20% over the past several years as a result
of restructuring initiatives and productivity gains within the IPG
segment.  S&P expects that margins will remain around this level
due to expected cost savings from the company's footprint
rationalization in Europe and its sourcing and lean initiatives.
While the IPG segment's profitability has improved, operating
margins remain somewhat below those of its peers and S&P's
forecast assumes further modest improvement.

S&P also expects the company to gradually increase the proportion
of its higher-margin aftermarket revenues to about 40% from 31%,
in line with its peers, which supports S&P's expectations of good
margins in the 20% range over the next several years.  S&P
believes GDI will continue to pass most raw material inflation on
to the customer, although there could be a time lag between the
cost increase and the price increase, which can temporarily affect
margins.

GDI manufactures pump, compressor, vacuum, and fluid-transfer
products through two segments: IPG (55% of 2012 revenues) and EPG
(45%).  The IPG segment provides air and gas compressors, blowers
and vacuum pumps for manufacturing, transportation, and general
industrial end-markets.  EPG provides pumps, compressors and fluid
transfer systems, and primarily serves the oil and natural gas
production, infrastructure, and medical end-markets.  S&P expects
the company to maintain its good end-market and geographic
diversity.

S&P considers GDI's financial risk profile to be "highly
leveraged," marked by high debt levels, thin cash flow protection
measures, and very aggressive financial policies under financial
sponsor ownership.  Pro forma for the acquisition, S&P estimates
the ratio of FFO to total adjusted debt at less than 10% and debt
to EBITDA above 7x at the end of 2013.  S&P expects that debt
reduction from free cash flow generation of about $100 million
annually will enable the company to reduce leverage to about 6x
and increase FFO to debt to around 10% within 12-18 months, which
S&P considers appropriate for the rating.

The rating outlook is stable.  The rating assumes credit measures
will improve over the next two years based on continuing good
profitability and modest debt reduction from free cash flow.

S&P could lower the ratings if weakness in the company's operating
performance limits improvement in credit measures.  This could
happen, for instance, if, because of a global slowdown in growth
and a contraction in industrial production, margins decline by
more than 200 basis points and the company appears unlikely to
maintain FFO to total debt of more than 5% or if S&P expects it
will be unable to generate positive free cash flow.

S&P could raise the ratings if it expects operating performance to
improve so that FFO to total debt appears likely to exceed 10% and
S&P expects leverage to decline and remain at about 5x or less.
This could occur if, for example, GDI significantly reduces debt,
possibly through excess cash balances and free operating cash flow
generation.


RESIDENTIAL CAPITAL: Oct. 7 Settlement Fairness Hearing Set
-----------------------------------------------------------
Cohen Milstein Sellers & Toll PLLC on July 10 issued a statement
regarding the RALI MBS Litigation.

UNITED STATES DISTRICT COURTSOUTHERN DISTRICT OF NEW YORK

NEW JERSEY CARPENTERS HEALTH FUND, ET AL., Plaintiffs, v.
RESIDENTIAL CAPITAL, LLC, ET AL., Defendants.Civ. No. 08-8781-HB

SUMMARY NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED
SETTLEMENT, SETTLEMENT FAIRNESS HEARING AND MOTION FOR
REIMBURSEMENT OF LITIGATION EXPENSES

TO: ALL PERSONS OR ENTITIES WHO PURCHASED OR OTHERWISE ACQUIRED
BENEFICIAL INTERESTS IN ANY OF THE FOLLOWING OFFERINGS AND WERE
ALLEGEDLY DAMAGED THEREBY: RESIDENTIAL ACCREDIT LOANS, INC.
("RALI") SERIES 2007-QS1, RALI SERIES 2007-QO4, RALI SERIES 2007-
QH4, RALI SERIES 2006-QO7, RALI SERIES 2007-QS5, RALI SERIES 2006-
QS7, RALI SERIES 2007-QO2, RALI SERIES 2006-QS11, RALI SERIES
2007-QS4, RALI SERIES 2006-QA4, RALI SERIES 2006-QA6, RALI SERIES
2006-QA7, RALI SERIES 2006-QA8, RALI SERIES 2006-QA10, RALI SERIES
2006-QA11, RALI SERIES 2007-QA1, RALI SERIES 2007-QA2, RALI SERIES
2007-QO3, RALI SERIES 2007-QA3, RALI SERIES 2007-QA5, RALI SERIES
2007-QH8, RALI SERIES 2007-QH9, RALI SERIES 2007-QO5, RALI SERIES
2007-QS11, RALI SERIES 2007-QS6, RALI SERIES 2006-QS8, RALI SERIES
2006-QS9, RALI SERIES 2007-QS7, RALI SERIES 2007-QH2, RALI SERIES
2007-QH5, RALI SERIES 2007-QH6, RALI SERIES 2006-QS18, RALI SERIES
2006-QO10, RALI SERIES 2006-QO3, RALI SERIES 2006-QO6, RALI SERIES
2007-QH3, RALI SERIES 2007-QS2, RALI SERIES 2006-QO9, RALI SERIES
2006-QO8, RALI SERIES 2006-QO5, RALI SERIES 2006-QA5, RALI SERIES
2006-QA9, RALI SERIES 2006-QH1, RALI SERIES 2006-QO4, RALI SERIES
2006-QS5, RALI SERIES 2006-QS16, RALI SERIES 2006-QS17, RALI
SERIES 2007-QH1, RALI SERIES 2007-QO1, RALI SERIES 2007-QS3, RALI
SERIES 2007-QA4, RALI SERIES 2007-QH7, RALI SERIES 2007-QS8, RALI
SERIES 2007-QS10, RALI SERIES 2006-QS12, RALI SERIES 2006-QS13,
RALI SERIES 2006-QS6, RALI SERIES 2007-QS9 AND RALI SERIES 2006-
QS15.

PLEASE READ THIS NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTED BY
A CLASS ACTION LAWSUIT PENDING IN THIS COURT.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the United States
District Court for the Southern District of New York, that a
settlement of the Action that will resolve all claims in the
Action against defendants Residential Capital, LLC, Residential
Funding Company, LLC, Residential Accredit Loans, Inc., Bruce J.
Paradis, Kenneth M. Duncan, Davee L. Olson, Ralph T. Flees, Lisa
R. Lundsten, James G. Jones, David M. Bricker, James N. Young and
Residential Funding Securities Corporation n/k/a Ally Securities,
LLC for $100 million in cash has been proposed.  The Settlement
will be funded as part of a global settlement and chapter 11 plan
in the Residential Capital, LLC Chapter 11 bankruptcy proceedings,
jointly administered as In re Residential Capital LLC, Case No.
12-12020-MG (Bankr. S.D.N.Y.), in exchange, in part, for third
party releases and injunctions in favor of, inter alia, the
Settling Defendants, and is thus conditioned upon approval of both
the District Court herein as well as the confirmation of the
ResCap Chapter 11 Plan in the ResCap Chapter 11 Case.  A hearing
will be held on October 7, 2013, at 9:30 a.m., before the
Honorable Harold Baer, at the United States District Court for the
Southern District of New York, 500 Pearl Street, New York, New
York 10007, Courtroom 23B: (a) to determine whether the proposed
Settlement on the terms and conditions provided for in the
Stipulation is fair, reasonable and adequate and should be
approved by the Court; (b) to determine whether the Order and
Final Judgment as provided for under the Stipulation should be
entered, dismissing the Action, on the merits and with prejudice,
against the Settling Defendants; (c) to determine whether the
release by the Settlement Class of the Released Claims against the
Released Parties, as set forth in the Stipulation, should be
ordered; (d) to determine whether the application by Lead Counsel
for reimbursement of litigation expenses should be approved; and
(e) to rule upon such other matters as the Court may deem
appropriate.  There will be no distribution of the Settlement Fund
until after the Court approves final settlements or other
dispositions against or in favor of the Non-Settling Defendants.
Lead Counsel does not intend to request payment of their fees at
this time.  Rather, at this time Lead Counsel will request only
that the Court allow Lead Counsel to receive reimbursement of
prior expenses up to $1,000,000.  Lead Counsel also reserves the
right to apply to the Court on a periodic basis for reimbursement
of future case related expenses, actually incurred, in an amount
not to exceed $2 million.

In the event you choose to opt out of the Settlement and you have
not filed a proof of claim on or before the bar date (November 16,
2012) for the filing of proofs of claim in the ResCap Chapter 11
Case, you will likely be precluded from obtaining any recovery
against the ResCap Defendants in the ResCap Chapter 11 Case.  In
addition, the ResCap Chapter 11 Plan contemplates global releases
of claims by third parties in favor of the Individual Defendants
and Ally, among other ResCap related parties, in connection with a
broad range of claims and potential claims, including claims based
upon the purchase of ResCap related MBS.  Upon the approval of
such releases by the Bankruptcy Court, claims asserted by opt outs
will be released and the prosecution of those claims will be
enjoined.  You are therefore urged to consult your own counsel as
well as all relevant documents filed in the ResCap Chapter 11 Case
to review and assess the consequences of opting out of the
Settlement.

In the event the releases and injunctions in favor of the
Individual Defendants and Ally are approved by the Bankruptcy
Court in the ResCap Chapter 11 Case, you will likely have no
remedy against the Individual Defendants and Ally if you object
to, or request exclusion from, the Settlement unless the
confirmation order from the Bankruptcy Court is stayed pending any
appeal.  If you object to the Settlement and the ResCap Chapter 11
Plan has been confirmed with no stay issued in connection with
that Plan's effectiveness, then any such objection may be rendered
moot and no remedy will be available in connection with an appeal
of any order and judgment approving the Settling in the District
Court.

IF YOU ARE A MEMBER OF THE CLASS DESCRIBED ABOVE, YOUR RIGHTS WILL
BE AFFECTED BY THE PENDING ACTION AND THE SETTLEMENT, AND YOU MAY
BE ENTITLED TO SHARE IN THE NET SETTLEMENT FUND.  If you have not
yet received the full printed Notice of Pendency of Class Action
and Proposed Settlement, Settlement Fairness Hearing and Motion
for Reimbursement of Litigation Expenses, you may obtain a copy of
the Notice by contacting the Claims Administrator:

          RALI MBS Litigation
          c/o The Garden City Group, Inc.
          P.O. Box 9991
          Dublin, OH 43017-5991

Copies of the Notice can also be downloaded from the website
maintained by the Claims Administrator at
http://www.RALIMBSSETTLEMENT.comor from Lead Counsel's website at
http://www.cohenmilstein.com

If you are a member of the Class, in order to be potentially
eligible to share in the distribution of the Net Settlement Fund,
you need not do anything now, but you will be required to submit a
Claim Form at a later date.  Subsequent notice will issue with the
Claim Form and instructions after resolution of the remaining
claims against Non-Settling Defendants.  To ensure you receive
future notices, please provide the Claims Administrator with
current contact information.

If you are a member of the Class and do not exclude yourself from
the Class, you will be bound by any judgment entered in the Action
whether or not you make a Claim.  To exclude yourself from the
Class, you must submit a request for exclusion such that it is
received no later than September 16, 2013, in accordance with the
instructions set forth in the Notice.  Any objections to the
proposed Settlement and/or Lead Counsel's application for
reimbursement of litigation expenses must be filed with the Court
and delivered to Lead Counsel and counsel for Settling Defendants
such that they are received no later than September 25, 2013, in
accordance with the instructions set forth in the Notice.  If you
are a member of the Class and do not submit a proper Claim Form at
the appropriate time, you will not share in the Net Settlement
Fund but you will nevertheless be bound by the Judgment of the
Court.

PLEASE DO NOT CONTACT THE COURT OR THE CLERK'S OFFICE REGARDING
THIS NOTICE.  Inquiries, other than requests for the Notice, may
be made to Lead Counsel:

          Joel P. Laitman, Esq.
          Christopher Lometti, Esq.
          Daniel B. Rehns, Esq.
          Cohen Milstein Sellers & Toll PLLC
          88 Pine Street, 14th Floor
          New York, New York 10005
          Telephone: (212) 838-7797

By Order of the Court

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESOURCE TECHNOLOGY: 7th Cir. Limits Claim Against Chiplease
------------------------------------------------------------
In 1997, the Illinois Commerce Commission issued an order
designating 10 facilities owned by Resource Technology Corporation
as qualified solid waste energy facilities.  The ICC then ordered
Commonwealth Edison, an electric utility, to sign three 10-year
power purchase agreements with RTC; those agreements covered
facilities at Lyons, Congress/Hillside, and Pontiac.

Qualified status brought along with it a significant commercial
advantage: the ICC required local electric utilities to enter into
ten-year agreements to purchase power from the Qualified Facility
at a rate exceeding the rate established under federal law.  The
state compensated electric utilities for these mandatory
overcharges by allowing them to take a tax credit equal to the
difference between the elevated price they paid for qualified
electricity and the federal rate.  Subsection (d) of the Public
Utilities Act, 220 ILCS Sec. 5/8-403.1, provided that a Qualified
Facility became obliged to reimburse the state for the tax credits
its customers had claimed, but this obligation arose only after
the facility had repaid all of the capital costs it incurred for
development and implementation of the plant.

In June 2006, the Act was amended to provide additional conditions
that would trigger the obligation of a subsidized facility to
repay its loans.

Things did not go smoothly for long. In 1999, RTC's creditors
filed an involuntary Chapter 7 bankruptcy petition against RTC;
the trustees of its estate continued to operate its Qualified
Facilities as a debtor-in-possession. (The case was converted to a
Chapter 11 proceeding in January 2000, but it fell back into
Chapter 7 status in 2005.) ComEd reported tax credits as
compensation for purchasing electricity at the elevated Qualified-
Facility rate from September 2005 until July 2006.

In 2005, RTC's trustee filed a suit against Chiplease Inc. and
some others.  The bankruptcy court approved a settlement of that
case in 2006, under which Chiplease was assigned certain leases
and executory contracts.  At that point, the trustee shut down the
estate's operations at all three plants.  Under other control,
however, the facility at Pontiac continued to operate until July
2006; payments (at the retail rate) were sent to RTC's bankruptcy
"lockbox."

Along with the assets, Chiplease acquired RTC's liability for the
tax credits ComEd had taken to compensate it for buying Qualified-
Facility power at inflated rates.

On January 4, 2007, the State of Illinois filed an administrative
expense claim against the estate for all of the tax credits ComEd
took for power bought from RTC's Pontiac, Congress/Hillside, and
Lyons facilities. As amended, the state sought a total of
$1,518,048.72, plus another $14,358.82 for a separate tax-related
claim that is not contested at this point.

Since some of ComEd's purchases had occurred before the 2006
amendment and others after it, the bankruptcy court raised the
question whether the amendment to the Act applies only
prospectively (in which case Chiplease would have no duty to
reimburse for credits taken before June 6, 2006) or retroactively
(in which case it would be required to reimburse all credits).
Ultimately, the bankruptcy court concluded that the Illinois
Statute on Statutes, 5 ILCS Sec. 70/4, requires the amendment to
be construed prospectively.  Based on that legal determination,
the court held Chiplease liable only for the $175,710.58 in
credits that ComEd took after the effective date of the amendment.
The district court affirmed the bankruptcy court's ruling; it
commented that "[h]ad the legislature intended otherwise, it could
have said so in plain language."

The State of Illinois took an appeal.

In a June 28 decision available at http://is.gd/mlaYpbfrom
Leagle.com, a three-judge panel of the United States Court of
Appeals, Seventh Circuit affirmed.  Circuit Judge Diane Wood, who
penned the opinion, held that, "The question before us is whether
these new conditions, which essentially provide additional grounds
on which the state can demand repayment, can be applied
retroactively. We find the answer in Illinois's Statute on
Statutes, which guides the interpretation of all Illinois statutes
and provides that laws apply prospectively absent a clear
indication of retroactive temporal reach. Caveney v. Bower, 797
N.E.2d 596, 601-02 (Ill. 2003) (quoting 5 ILCS Sec. 70/4). Because
the 2006 amendment does not clearly indicate that the new
repayment conditions apply to monies received prior to the
amendment, we must construe the statute prospectively. This in
turn leads us to affirm the district court's judgment."

The appellate case is, STATE OF ILLINOIS, Claimant-Appellant, v.
CHIPLEASE, INC. Appellee, No. 11-1633 (7th Cir.).

Resource Technology Corporation was in the business of collecting
gas emitted from garbage landfills and either selling it or
converting it into electricity.  RTC had contracts with the owners
of several Illinois landfills that gave it the exclusive right to
develop and install gas-to-energy conversion projects at the
landfills.  By 1999 the company became the subject of an
involuntary Chapter 7 petition.  For a time during the course of
the lengthy bankruptcy proceedings, RTC's case proceeded under
Chapter 11 as a reorganization, but as the prospects for RTC's
recovery grew increasingly dim, the bankruptcy court converted the
case back into a Chapter 7 proceeding.  The bankruptcy court
appointed a Chapter 11 trustee in 2003.  On Sept. 21, 2005, the
bankruptcy court converted the case to a Chapter 7 proceeding and
appointed a Chapter 7 trustee.


REVSTONE INDUSTRIES: Creditors File Plan to Take Over Ownership
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the creditors' committee of Revstone Industries LLC
filed a Chapter 11 plan after the company violated an agreement
extending the exclusive right to propose its own reorganization
plan.

According to the report, in response to Revstone's motion for an
expansion of the exclusive right to propose a Chapter 11 plan, the
bankruptcy judge in Delaware signed an order in mid-May providing
that the committee could file a plan of its own only if Revstone
didn't comply with specified "milestones."  What they are is
unknown because the settlement is under seal.  The committee said
in the disclosure statement filed alongside the plan on July 8
that Revstone violated one of the milestones.  The committee filed
the plan in response.

The report notes that the committee's plan would give ownership to
unsecured creditors, wiping out existing equity holdings.  The
disclosure statement has blanks were the total of unsecured claims
later will be shown.  Similarly, the disclosure statement doesn't
give the estimated percentage recovery.

The creditors were also seeking appointment of a trustee.  The
basis for having a trustee was never revealed because the papers
are filed under seal.

          About Revstone Industries, Greenwood Forgings,
                      & US Tool & Engineering

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

A motion for joint administration of the cases has been filed.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.


RKI EXPLORATION: $350MM Sr. Notes Issue Gets Moody's B3 Rating
--------------------------------------------------------------
Moody's Investor Service assigned a first time B2 Corporate Family
Rating to RKI Exploration & Production, LLC. Moody's also assigned
a B3 senior unsecured rating to the company's proposed $350
million senior unsecured notes. The outlook is stable. The
proceeds of the notes will be used to repay a $170 million second
lien term loan, with the remainder used to repay amounts
outstanding on the revolving credit facility.

RKI is an independent exploration and production company formed in
2005. The company is owned privately by a consortium of investors
including Ziff Brothers Investments, First Reserve Corporation,
company founder and CEO Ronnie K. Irani, and other investors
(collectively, the Sponsors). RKI's E&P operations are focused on
its roughly 462,000 net acres in Wyoming's Powder River Basin and
its roughly 60,000 net acres in the Permian Basin, primarily in
New Mexico; 2013's first quarter production rate was 12,200
barrels of oil equivalent (Boe) per day, 71% of which was produced
in the Permian and 29% in the Powder River. December 31, 2012's
PV-10 of about $860 million includes 48 MMboe of total proved
reserves, 72% of which was proved developed and 58% of which is
crude oil.

"With the closing of the new senior unsecured notes, RKI will have
financing in place to fund its drilling program through the first
half of 2014," said Stuart Miller, Moody's Vice President. "The
capital budget is aggressive for a company the size of RKI, and
initial leverage will be quite high with capital spending well in
excess of internally generated cash flows. However, the company's
assets offer the prospect of substantial oil-weighted growth and
we project production and reserves to ramp up quickly over the
next few years."

Issuer: RKI Exploration & Production

Corporate Family Rating: B2

Probability of Default: B2-PD

Senior unsecured Rating: B3

Loss given default: LGD5-75%

Speculative Grade Liquidity: SGL-3

Outlook: Stable

Ratings Rationale:

The B2 CFR reflects RKI's prospects for production and reserve
growth from a relatively small base. Leverage will remain elevated
with debt to average daily production in excess of $35,000 per Boe
and debt to proved developed reserves over $10 per Boe. Moody's
expects the company to pursue an aggressive expansion program
whereby the company will out-spend cash flow from operations by
roughly $500 million annually for the next three years. This
shortfall is projected to be funded primarily by new debt issuance
although the company has a $136 million equity commitment from its
sponsors and recently announced an agreement to sell certain gas
gathering assets for just over $100 million.

The capital budget at RKI is very substantial for a company its
size which will be split between lower risk development wells in
the Permian Basin and the development of stacked pay intervals in
the Powder River basin including the Niobrara formation. The
Powder River Basin development gives rise to higher development
and execution risk, as well as a need to build out mid-stream
infrastructure. The southern portion of RKI's 460,000 acres in the
Powder River Basin that is highly prospective for Niobrara
development has been placed into a 50/50 joint venture with
Chesapeake Energy Corporation (Ba2 stable). Operatorship of the
joint venture acreage was transferred to Chesapeake, and under the
terms of a farm-out arrangement, Chesapeake will initially fund
100% of the drilling costs. This arrangement allows RKI to focus
its capital budget on the development of other shallower and less
costly formations located on the remaining acreage it controls in
the Powder River Basin. Using Moody's price deck, Moody's
forecasts a need for additional capital in the second half of 2014
to fund its capital budget which will inflate with the projected
expiration of the Chesapeake farm out arrangement.

Supporting the B2 CFR rating is the strong unleveraged cash
margins of over $30 per Boe that RKI should realize from a
production mix that is weighted towards crude oil. Additionally,
RKI's has substantial value in its acreage position that provides
an alternative liquidity source should it be needed. The company
estimates that it has an inventory of 15,000 drilling locations in
the Powder River Basin and over 1,000 locations in the Permian
Basin.

Liquidity at RKI is adequate over the next twelve months, and
Moody's has assigned a Speculative Grade Liquidity Rating of SGL-
3. The cash from operations, asset sale proceeds, revolver
availability, and undrawn equity commitment are projected to fund
the capital budget through at least mid-2014. Subsequent to the
completion of the note offering, the borrowing base on RKI's $500
million revolving credit is expected to be reduced to $310 million
with approximately $235 million undrawn and available. The
revolver requires RKI to maintain an interest coverage ratio of at
least 2.5x, a leverage ratio of less than 4x, and a current ratio
of at least 1x. Moody's expects RKI to be comfortably in
compliance with these covenants and have full access to the
borrowing base. Alternate sources of liquidity are modest as the
majority of the company's more valuable assets are pledged as
collateral to the revolving credit lenders.

Moody's outlook is stable. RKI could be upgraded if its production
approaches 30,000 Boe per day without a material increase in
leverage. Moody's could downgrade RKI's rating if debt to average
daily production exceeds $40,000 and production and reserve growth
stalls.

The B3 rating on the proposed $350 million of senior unsecured
notes reflects both the overall probability of default of RKI, to
which Moody's assigns a PDR of B2-PD, and a Loss Given Default of
LGD5-75% under Moody's Loss Given Default Methodology. In the
future, should the company increase its senior secured debt to an
amount greater than the senior unsecured notes to fund its
aggressive capital program, there is a possibility that the rating
for the senior unsecured notes could be downgraded an additional
notch.

The principal methodology used in this rating was Global
Independent and Production Industry 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.

RKI Exploration & Production, LLC is an independent exploration
and production company headquartered in Oklahoma City, Oklahoma.


RKI EXPLORATION: S&P Assigns 'B' Corp. Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Oklahoma City-based RKI Exploration and
Production LLC.  The outlook is stable.  S&P also assigned a 'B-'
issue-level rating to RKI's proposed $350 million senior notes due
2021.  S&P assigned a '5' recovery rating to the notes, indicating
its expectation of modest (10% to 30%) recovery in the event of a
payment default.

"The stable outlook reflects our expectation that RKI will
maintain total adjusted debt to EBITDA of less than 4x while
increasing production," said Standard & Poor's credit analyst
Christine Besset.

S&P will consider a downgrade if leverage exceeds 5x.  This would
most likely occur if the company incurred debt to finance higher-
than-anticipated capital spending or acquisitions.

S&P believes an upgrade is unlikely within the next year given the
company's projected reserve base profile.  Nevertheless, S&P would
consider an upgrade in the medium term if the company were to
meaningfully increase reserves and production while keeping
leverage lower than 4x.


ROTECH HEALTHCARE: Equity Holders Allowed to Hire Financial Expert
------------------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that a Delaware
bankruptcy judge allowed the equity committee in Rotech Healthcare
Inc.'s Chapter 11 case to hire Berenson & Co. LLC to conduct a
valuation of the debtor, changing his mind after denying the bid
about 10 days ago.

According to the report, U.S. Bankruptcy Judge Peter J. Walsh was
revisiting the issue at the committee's request after rejecting
the application June 28.

                    About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- and
second-lien secured notes.  The $290 million in 10.5 percent
second-lien notes are to be exchanged for the new equity.  Trade
suppliers are to be paid in full, if they agree to continue
providing credit.  The existing $23.5 million term loan would be
paid in full, and the $230 million in 10.75 percent first-lien
notes will be amended.

The Official Committee of Unsecured Creditors tapped Otterbourg,
Steindler, Houston & Rosen, P.C., as counsel; Buchanan Ingersoll &
Rooney PC as Delaware counsel; and Grant Thornton LLP as financial
advisor.


ROTECH HEALTHCARE: Bid to Reconsider Berenson Meets Objection
-------------------------------------------------------------
BankruptcyData reported that Rotech Healthcare's second lien
noteholders filed with the Bankruptcy Court an objection to the
official committee of equity security holders' motion to
reconsider the motion to retain Berenson & Company as valuation
expert.

The noteholders assert, "Not only has the Equity Committee failed
to identify the kind of 'error of apprehension' or 'clear error'
that is required for a reconsideration motion, but it has again
failed to demonstrate that Bernson's proposed compensation is
reasonable.  Under the Berenson Engagement Letter, as revised,
Berenson would still be paid $400,000 for one or two months of
work.  This fixed fee will be payable whether Berenson spends 50
hours, 100 hours or 500 hours on this matter, and without further
review under section 330 of the Bankruptcy Code.  While it is
understandable that Berenson wants a premium to contest the
overwhelming evidence of Rotech's insolvency-including the results
of the sale process and the fact that second-lien lenders need to
invest $150 million in new money-the Equity Committee's untenable
position does not provide a basis to award its expert witness an
unreasonable fixed fee," the BData report said, citing court
documents.

The official committee of unsecured creditors also filed a similar
objection to the motion stating, "The Creditors' Committee objects
to the proposed compensation structure and amount of the proposed
compensation. In addition, the order approving the engagement
should be modified to make it clear that Berenson will be retained
to perform an independent enterprise valuation of the Debtors, and
not other financial services. Finally, the discovery requests
contained in the Application and proposed order should be denied,"
the report added.

                    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.


ROTHSTEIN ROSENFELDT: Victims Slam Trustee Counsel's $30-Mil. Fee
-----------------------------------------------------------------
Ama Sarfo of BankruptcyLaw360 reported that victims of Scott
Rothstein's $1.2 billion Ponzi scheme urged a Florida bankruptcy
court to allow further hearings on $30 million in fee and
reimbursement applications filed by attorneys overseeing the
liquidation of Rothstein's law firm, saying they worked
inefficiently and provided vague invoices.

According to the report, the investors, who are targeting TD Bank
NA for allegedly aiding Rothstein, requested the court to allow
hearings on applications filed by Berger Singerman LLP and
Genovese Joblove & Batista PA and want digital, unredacted
versions of 5,000 pages of invoices.

                  About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- was suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on Jan. 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case is represented by Michael Goldberg, Esq., at Akerman
Senterfitt.


RVUE HOLDINGS: Investors' Fraud Suit Against Execs Sent to Fla.
---------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that a New York federal
judge transferred to Florida a shareholder derivative suit
accusing rVue Holdings Inc.'s officers and directors of looting
the marketing technology company's predecessor -- Argo Digital
Solutions Inc. -- and leaving it for dead.

According to the report, U.S. District Judge Ronnie Abrams granted
the defendants' bid to transfer the case to federal court in
Florida, where rVue is headquartered, but denied their motions to
dismiss the case outright, citing the more than six months of
discovery already in the books.

The case is Casville Investments, Ltd. et al v. Kates et al., Case
No. 1:12-cv-06968 (S.D.N.Y.) before Judge Ronnie Abrams.

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.


SEAN DUNNE: Ireland's NALM Opposes Discharge From Debt
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Irish real estate developer Sean Dunne shouldn't be
released from his debts even if he's properly in bankruptcy in the
U.S., according to a lawsuit begun this week by Ireland's
National Asset Loan Management Ltd.

According to the report, after taking over Dunne's loans from
several Irish banks, including Allied Irish Banks Plc and Bank of
Ireland, NALM obtained a 185.3 million euros ($236.9 million)
judgment in March 2012.  In the complaint filed July 8, NALM is
asking the U.S. bankruptcy judge in Bridgeport, Connecticut, to
rule that none of Dunne's debt should be discharged, or wiped out
in the Chapter 7 bankruptcy he filed in March.

The report notes that NALM contends Dunne made numerous transfers
to his wife to conceal assets.  The complaint also contends he
didn't tell the truth when asked questions under oath in his
bankruptcy and made incorrect or incomplete disclosure in his
official lists of assets and liabilities.  NALM wants the
bankruptcy judge to rule that none of Dunne's debts are discharged
for making false statements in connection with the bankruptcy and
carrying out fraudulent transfers within a year of bankruptcy.

The report notes that the NALM lawsuit isn't Dunne's only problem.
The bankruptcy judge gave Ulster Bank Ireland Ltd. authority to
initiate a parallel bankruptcy in Ireland. Dunne is appealing.

                          About Sean Dunne

Irish real estate developer Sean Dunne filed a liquidating
Chapter 7 bankruptcy petition (Bankr. D. Conn. Case No. 13-50484)
on March 30, 2013, in Bridgeport, Connecticut.  Mr. Dunne says he
now lives and works in Connecticut.

Mr. Dunne said he filed for bankruptcy in the U.S. because Ulster
Bank was applying to an Irish court for permission to commence
bankruptcy proceedings there.

The formal lists of property and debt Dunne filed in May in the
U.S. court shows assets with a total claimed value of $55.2
million and liabilities totaling $942.2 million.  The assets
include $40.8 million of real estate, all in Ireland. Among the
$280.2 million in secured creditors and $612.2 million in
unsecured creditors, almost all are in Ireland.


SEASONS PARTNERS: 9th Cir. Dumps Torchlight Appeal on Plan Order
----------------------------------------------------------------
The United States Court of Appeals for the Ninth Circuit
dismissed, as equitably moot, the appeal taken by ML-CFC 2006-3
Seasons, LLC (Torchlight) from a district court decision affirming
a Chapter 11 reorganization plan for Seasons Partners, LLC.
Seasons sought dismissal of the appeal.

In 2006, Seasons received a $20.5 million secured loan from
Torchlight's predecessor to construct a Tucson apartment complex.
Seasons filed for Chapter 11 reorganization in 2009. After Seasons
filed a reorganization plan, Torchlight requested a hearing to
determine the value of the real estate subject to its lien.
Torchlight then made an 11 U.S.C. Sec. 1111(b) election, which
required that the plan treat Torchlight's entire claim as secured.
The bankruptcy court held an evidentiary hearing and determined
that the secured property was worth $11.6 million.

Torchlight moved for reconsideration, citing a projection by
Seasons that the complex would enjoy increased revenues in the
year following confirmation. The bankruptcy court denied the
motion and confirmed the plan. On appeal to the district court,
Torchlight argued that the bankruptcy court erred in declining to
reevaluate Seasons' property before confirmation and by treating
certain pre-petition defaults as cured. The district court
affirmed.

While the appeal was pending, the Ninth Circuit decided In re
Thorpe Insulation Co., 677 F.3d 869 (9th Cir. 2012).  Seasons
filed a motion to dismiss, citing In re Thorpe, and arguing that
the appeal was equitably moot.

Torchlight did not seek a stay pending appeal.  According to the
Ninth Circuit, that failure weighs heavily in favor of finding the
appeal equitably moot.  Torchlight's failure to seek a stay has
led to the precise situation the doctrine of equitable mootness
seeks to avoid: the debtor, other creditors, and an additional
investor have acted in reliance on the plan, and there is no
equitable way to return the parties to their original positions.

The appeal is, ML-CFC 2006-3 SEASONS, LLC, acting by and through
its special services and sole member; et al., Appellants, v.
SEASONS PARTNERS LLC, Appellee, No. 11-16999 (9th Cir.).  A copy
of the Ninth Circuit's June 25, 2013 Memorandum is available at
http://is.gd/Th2QOdfrom Leagle.com.

Seasons Partners LLC owns and operates a student housing apartment
complex in Tucson, Arizona.  Seasons Partners filed for Chapter 11
protection (Bankr. D. Ariz. Case No. 09-24017) on Sept. 25, 2009.
Judge Chief Judge James M. Marlar oversaw the case.  Lawyers at
DeConcini McDonald Yetwin Lacy PC serve as restructuring counsel.
In its petition, the Debtor estimated both assets and debts to be
between $10 million and $50 million.

In November 2010, Judge Marlar confirmed the bankruptcy plan of
Seasons Partners, LLC, over the lone objection of ML-CFC 2006-3
Seasons, acting by and through its special servicer and sole
member, ING Clarion Capital Loan Services, LLC.  The Plan calls
for a reorganization of the Debtor's equity interests, and an
infusion of $1.5 million in new capital, by John Fina and by
entities named Conix, Inc., and Return Enterprises II, LLC.


SEMGROUP LP: Creditors Appeal Two Unfavorable Rulings
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of SemGroup LP are taking appeals from two
lawsuits they lost in June within the space of 24 hours.  Absent
success on appeal, SemGroup creditors have no hope of recovering
the $200 million they were seeking.

According to the report, both suits were brought by Bettina Whyte,
in her capacity as trustee for the creditors' trust created under
the SemGroup Chapter 11 plan implemented in December 2009.  In the
suit in federal district court in Manhattan, Whyte was suing
Barclays Bank Plc, contending that the $143 million pre-bankruptcy
sale of SemGroup's portfolio of derivatives was a fraudulent
transfer under Oklahoma state law.  U.S. District Judge Jed Rakoff
dismissed the suit, saying the bank was protected by the so-called
bankruptcy safe harbor prohibiting a trustee from suing on a swap
agreement.

The report notes that the other suit was in U.S. Bankruptcy Court
in Delaware where Whyte claimed that $56 million in distributions
to shareholders within a year of bankruptcy were fraudulent
transfers because SemGroup was insolvent.  The bankruptcy judge
concluded from the facts that SemGroup was solvent, thus knocking
the props out from underneath a fraudulent transfer theory.  This
week Whyte appealed to the U.S. Court of Appeals in Manhattan from
Rakoff's ruling.  Earlier, she filed an appeal to the U.S.
District Court in Delaware from the judgment killing the suit on
the shareholder distribution.

The New York suit is Whyte v. Barclays Bank PLC, 12-5318,
U.S. District Court, Southern District New York (Manhattan). The
Delaware suit is Whyte v. C/R Energy Coinvestment II LP (In re
SemCrude LP), 10-50840, U.S. Bankruptcy Court, District of
Delaware (Wilmington).

                       About SemGroup, L.P.

SemGroup, L.P. -- http://www.semgrouplp.com/-- is a midstream
service company that provides diversified services for end users
and consumers of crude oil, natural gas, natural gas liquids and
refined products.  Services include purchasing, selling,
processing, transporting, terminalling and storing energy.
SemGroup serves customers in the United States, Canada, Mexico and
Wales.

SemGroup L.P. and its debtor-affiliates filed for Chapter 11
protection (Bankr. D. Del. Case No. 08-11525) on July 22, 2008.
John H. Knight, Esq., L. Katherine Good, Esq. and Mark
D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller,
Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil,
Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A.
Mayer, Esq., at Weil Gotshal & Manges LLP, represented the Debtors
in their restructuring efforts.  Kurtzman Carson Consultants
L.L.C. served as the Debtors' claims agent.  The Blackstone Group
L.P. and A.P. Services LLC acted as the Debtors' financial
advisors.

Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye
Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter
Anderson & Corroon LLP, represented the Debtors' prepetition
lenders.

SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude
Company, sought protection under the Companies' Creditors
Arrangement Act (Canada) on July 22, 2008.  Ernst & Young, Inc.,
is the appointed monitor of SemCanada Crude Company and its
affiliates' reorganization proceedings before the Canadian
Companies' Creditors Arrangement Act.

SemGroup LP won confirmation from the Bankruptcy Court of its
Fourth Amended Plan of Reorganization on Oct. 28, 2008.  The
Plan, which distributed more than $2.5 billion in value to
stakeholders, was declared effective on Nov. 30, 2008.

As part of the Plan, the Reorganized Debtors entered into two new
credit facilities aggregating $625 million in financing; entered
into a $300 million Second Lien Term Facility; created a new
corporate structure, including issuing shares of common stock and
warrants; and distributed approximately $500 million of cash and
approximately $1 billion in value of new common stock and warrants
to thousands of creditors in accordance with the Plan.


SERAFIN INVESTMENTS: Case Summary & Unsecured Creditor
------------------------------------------------------
Debtor: Serafin Investments, Ltd.
        2224 W. Houston Avenue
        McAllen, TX 78501

Bankruptcy Case No.: 13-70327

Chapter 11 Petition Date: July 1, 2013

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

Judge: Richard S. Schmidt

Debtors' Counsel: Marcos Demetrio Oliva, Esq.
                  THE OLIVA LAW FIRM
                  1418 Beech Avenue, Suite 108
                  McAllen, TX 78501
                  Tel: (956) 502-0825
                  Fax: (866) 868-4224
                  E-mail: marcos@oliva-law.com

Scheduled Assets: $1,064,717

Scheduled Liabilities: $1,087,000

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Designer Development Co., #2, LLC     13-70328            07/01/13
  Assets: $1,525,000
  Debts: $835,000

The petitions were signed by Onesimo Martinez, president.

A. Serafin Investments' list of its largest unsecured creditors
filed with the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Frost Bank                         Mortgage               $175,000
2424 N. 10th Street
McAllen, TX 78501

B. Designer Development's list of its largest unsecured creditors
filed with the petition does not contain any entry.


SHILO INN: Hires Levene Neale as General Bankruptcy Counsel
-----------------------------------------------------------
Shilo Inn, et al., ask the Bankruptcy Court for permission to
employ Levene, Neale, Bender, Yoo & Brill LLP as general
bankruptcy counsel.

The firm will bill its time for its representation of the Debtors
on an hourly basis.  The firm's hourly rates are:

   Professional                    Rates
   ------------                    -----
   David B. Golubchick             $595
   Kurt Ramlo                      $575
   J.P. Fritz                      $430
   Michael S. Grimberg             $525

David B. Golubchick, Esq., attests that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                    About Shilo Inn, Twin Falls

Shilo Inn, Twin Falls, LLC, and six affiliates filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 13-21601) on May 1, 2013.
Judge Richard M. Neiter presides over the case.  Shilo Inn, Twin
Falls estimated assets of at least $10 million and debts of at
least $1 million.

Shilo Inn, Twin Falls; Shilo Inn, Nampa Blvd, LLC; Shilo Inn,
Newberg, LLC; Shilo Inn, Seaside East, LLC, Shilo Inn, Moses Lake,
Inc.; and Shilo Inn, Rose Garden, LLC each operates and owns a
hotel.  California Bank and Trust is the primary, senior secured
lender for each of the Debtors.

The Debtors sought Chapter 11 protection after CBT on May 1, 2013,
filed for receiverships in district court.


SHUANEY IRREVOCABLE: Beach Community Bank Denied Right to Setoff
----------------------------------------------------------------
The Hon. William S. Shulman of the U.S. Bankruptcy Court for the
Northern District of Florida has denied Beach Community Bank's
motion for relief from stay in the Chapter 11 case of Shuaney
Irrevocable Trust to exercise its right to setoff.

As reported in the Troubled Company Reporter on May 15, 2013,
Shuaney's debt to Beach is in excess of $13,000,000.  The Debtor
is in default on one of the two notes for failure to make payment
was due.

                  About Shuaney Irrevocable Trust

Shuaney Irrevocable Trust, in Fort Walton Beach, Florida, filed
for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case No. 11-31887) on
Dec. 1, 2011.  The Debtor scheduled $20,996,723 in assets and
$19,625,890 in debts.  The Law Office of Mark Freund serves as
counsel to the Debtor.  Judge William S. Shulman presides over the
case.

Charles F. Edwards, Assistant U.S. Trustee for Region 21, has
informed the U.S. Bankruptcy Court for the Northern District
of Florida that he will not appoint an Official Committee of
Unsecured Creditors of Shuaney Irrevocable Trust.


SOUND SHORE: Can Employ Alvarez & Marsal as Financial Advisors
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has authorized Sound Shore Medical Center of Westchester, and its
debtor-affiliates to employ Alvarez & Marsal Healthcare Industry
Group, LLC, as financial advisors to the Debtors, nunc pro tunc to
the Petition Date.

A&M will provide assistance to the Debtors with respect to the
management of the overall restructuring process, the development
of ongoing business and financial plans and supporting
restructuring negotiations among the Debtors, their advisors and
their creditors.  Stuart McLean, the managing director of A&M,
will lead the assignment.  A&M will be paid for the services of
its professionals at these customary hourly billing rates:

                                 Hourly Rate
                                 -----------
           Managing Director     $675 to $875
           Director              $475 to $675
           Associate             $375 to $475
           Analyst               $275 to $375

                     About Sound Shore Medical

Sound Shore Medical Center of Westchester, Mount Vernon Hospital
Inc., Howe Avenue Nursing Home and related entities sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on
May 29, 2013, in White Plains, New York.

The Debtors are the largest "safety net" providers for Southern
Westchester County in New York.  Affiliated with New York Medical
College, Sound Shore is a not-for-profit 242-bed, community based-
teaching hospital located in New Rochelle, New York.  Mountain
Vernon Hospital is a voluntary, not-for-profit 176-bed hospital
located in Mount Vernon, New York.  Howe Avenue Nursing Home is a
150-bed, comprehensive facility.

The Debtors tapped Garfunkel Wild, P.C. as counsel; Alvarez &
Marsal Healthcare Industry Group, LLC, as financial advisors; and
GCG Inc., as claims agent.

Montefiore, the proposed purchaser of the assets, is represented
by Togut, Segal & Segal LLP.

Alston & Bird LLP represents the Official Committee of Unsecured
Creditors.

Sound Shore disclosed assets of $159.6 million and liabilities
totaling $200 million.  Liabilities include a $16.2 million
revolving credit and a $5.8 million term loan with Midcap
Financial LLC.  There is $9 million in mortgages with Sun Life
Assurance Co. of Canada (US) and $11.5 million owing to the New
York State Dormitory Authority.


SOUND SHORE: Ombudsman Wants to Employ Neubert Pepe as Counsel
--------------------------------------------------------------
Daniel T. McMurray, the patient care ombudsman appointed in the
Sound Shore Medical Center of Westchester, and its debtor-
affiliates' jointly administered Chapter 11 cases, asks the U.S.
Bankruptcy Court for the Southern District of New York for
permission to employ the law firm of Neubert, Pepe & Monteith,
P.C., as counsel for the ombudsman, nunc pro tunc to June 21,
2013.

Neubert Pepe will render, among others, these services:

   (a) representing the Ombudsman in any proceeding or hearing in
       the Court and in any action in other courts where the
       rights of the patients generally may be litigated or
       affected as a result of the Debtors' cases;

   (b) representing and advising the Ombudsman in connection with
       gaining access to patient records in accordance with
       Section 333 of the Bankruptcy Code and other relevant law
       to the extent applicable;

   (c) advising the Ombudsman concerning the requirement of the
       Bankruptcy Code and Bankruptcy Rules and the requirement of
       the Office of the United States Trustee relating to the
       discharge of his duties under Section 333 of the Bankruptcy
       Code; and

   (d) advising and representing the Ombudsman concerning the
       effect on patients of a potential reorganization, sale of
       the Debtors' assets or closing of the Debtors' programs or
       facilities.

To the best of the Ombudsman's knowledge, Neubert Pepe (a) does
not hold or represent any interest adverse to the Debtors or their
Chapter 11 estates, their creditors, or any other party in
interest and (b) is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Neubert Pepe's lead partner, Mark I. Fishman, Esq., charges
$425 per hour.  Neubert Pepe's hourly rates for other attorneys
and paralegals are equal to or less than $400.

                     About Sound Shore Medical

Sound Shore Medical Center of Westchester, Mount Vernon Hospital
Inc., Howe Avenue Nursing Home and related entities sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on
May 29, 2013, in White Plains, New York.

The Debtors are the largest "safety net" providers for Southern
Westchester County in New York.  Affiliated with New York Medical
College, Sound Shore is a not-for-profit 242-bed, community based-
teaching hospital located in New Rochelle, New York.  Mountain
Vernon Hospital is a voluntary, not-for-profit 176-bed hospital
located in Mount Vernon, New York.  Howe Avenue Nursing Home is a
150-bed, comprehensive facility.

The Debtors tapped Garfunkel Wild, P.C. as counsel; Alvarez &
Marsal Healthcare Industry Group, LLC, as financial advisors; and
GCG Inc., as claims agent.

Montefiore, the proposed purchaser of the assets, is represented
by Togut, Segal & Segal LLP.

Alston & Bird LLP represents the Official Committee of Unsecured
Creditors.

Sound Shore disclosed assets of $159.6 million and liabilities
totaling $200 million.  Liabilities include a $16.2 million
revolving credit and a $5.8 million term loan with Midcap
Financial LLC.  There is $9 million in mortgages with Sun Life
Assurance Co. of Canada (US) and $11.5 million owing to the New
York State Dormitory Authority.


SOUND SHORE: Has Final OK for $33-Mil. in DIP Loans from MidCap
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
entered on June 27, 2013, a final order authorizing Sound Shore
Medical Center of Westchester and its debtor-affiliates (A) to
obtain postpetition secured, superpriority financing and (B) to
utilize cash collateral.

The Debtors are authorized to obtain:

    (i) a revolving facility with a principal amount of up to
        $23,000,000 from MidCap Financial, LLC, or one of its
        affiliates; and

   (ii) a term loan facility in the principal amount of
        $10,000,000 from MIdCap Financial, LLC, or one of its
        affiliates.

The Debtors are also authorized to use any cash collateral they
are holding or may obtain, to use the proceeds from the DIP
Financing for the payment of: (i) the obligations owing to MidCap
Funding IV, LLC, under the prepetition revolving loan agreement;
(ii) pay the fees and expenses due the DIP agent under the DIP
Credit Agreement; (iii) for general working capital purposes and
general corporate purposes relating to the postpetition
operations, and (iv) the costs and expenses associated with the
Debtors' Chapter 11 cases, all in accordance with the terms of the
Debtors' proposed budget.

The Debtors are authorized to grant security interests, liens,
superpriority claims to the DIP Agent and the DIP Lender.

In exchange for the priming of the Prepetition Lines, the Secured
Creditors will be entitled to receive adequate protection for any
diminution in the value of their respective interest in the
Prepetition Collateral resulting from, among other things, the
subordination to the Carve Out and to the DIP Liens, the Debtors'
use, sale or lease of such Prepetition Collateral, and the
imposition of the automatic stay from and after the Petition Date.

A copy of the Debtor In Possession Revolving Credit and Security
Agreement dated as of June 5, 2013 by and among the Debtors and
MidCap Financial, LLC, as Administrative Agent and Lender, is
available at http://bankrupt.com/misc/soundshore.doc122.pdf

                     About Sound Shore Medical

Sound Shore Medical Center of Westchester, Mount Vernon Hospital
Inc., Howe Avenue Nursing Home and related entities sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on
May 29, 2013, in White Plains, New York.

The Debtors are the largest "safety net" providers for Southern
Westchester County in New York.  Affiliated with New York Medical
College, Sound Shore is a not-for-profit 242-bed, community based-
teaching hospital located in New Rochelle, New York.  Mountain
Vernon Hospital is a voluntary, not-for-profit 176-bed hospital
located in Mount Vernon, New York.  Howe Avenue Nursing Home is a
150-bed, comprehensive facility.

The Debtors tapped Garfunkel Wild, P.C. as counsel; Alvarez &
Marsal Healthcare Industry Group, LLC, as financial advisors; and
GCG Inc., as claims agent.

Montefiore, the proposed purchaser of the assets, is represented
by Togut, Segal & Segal LLP.

Alston & Bird LLP represents the Official Committee of Unsecured
Creditors.

Sound Shore disclosed assets of $159.6 million and liabilities
totaling $200 million.  Liabilities include a $16.2 million
revolving credit and a $5.8 million term loan with Midcap
Financial LLC.  There is $9 million in mortgages with Sun Life
Assurance Co. of Canada (US) and $11.5 million owing to the New
York State Dormitory Authority.


SOUTHERN MECHANICAL: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Southern Mechanical, Inc.
        P.O. Box 2987
        Augusta, GA 30914

Bankruptcy Case No.: 13-11170

Chapter 11 Petition Date: July 1, 2013

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Augusta)

Judge: Susan D. Barrett

Debtor's Counsel: Scott J. Klosinski, Esq.
                  KLOSINSKI OVERSTREET, LLP
                  #7 George C. Wilson Court
                  Augusta, GA 30909
                  Tel: (706) 863-2255
                  E-mail: sjk@klosinski.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/gasb13-11170.pdf

The petition was signed by P. Bart Hillman, president.


SOUTH LAKES: Files Loan Documents to be Executed Per Ch. 11 Plan
----------------------------------------------------------------
On June 20, 2013, South Lakes Dairy Farm filed with the U.S.
Bankruptcy Court for the Eastern District of California a
supplement to its Plan of Reorganization dated March 20, 2013.

The supplement consists of the loan documents that the Debtor
intends to execute as described in Section 3.01 of the Plan.  The
documents, while in substantially final form, remain subject to
review by the Debtor and Wells Fargo Bank, and each reserve their
rights to make changes and provide final approval of the
documents.

A copy of the Supplement to the Plan of Reorganization Dated
March 20, 2013 - Loan Documents is available at:

http://bankrupt.com/misc/southlakes.doc348.pdf

The Plan Supplement - Loan Documents were submitted by:

         Hagop T. Bedoyan, Esq.
         Jacob L. Eaton, Esq.
         KLEIN, DENATALE, GOLDNER,
         COOPER, ROSENLIEB & KIMBALL, LLP
         4500 California Avenue, Second Floor
         Bakersfield, CA 93309
         Tel: (661) 395-1000
         Fax: (661) 326-0418
         E-mail: jeaton@kleinlaw.com

As reported in the TCR on July 1, 2013, a hearing on the
confirmation of South Lakes Dairy Farm's Plan of Reorganization
will be held on July 18, 2013, at 9:00 a.m.

The Debtor obtained approval of the Disclosure Statement
describing the Plan on May 10, 2013.  Judge Richard Lee concluded
that the Disclosure Statement dated May 9, 2013, contains
"adequate information" as required by 11 U.S.C. Sec. 1125.

A full-text copy of the Disclosure Statement dated May 9, 2013 is
available for free at:

         http://bankrupt.com/misc/SOUTHLAKES_DSMay9.PDF

Creditors eligible to vote on the Plan have until July 3, 2013, at
5:00 p.m. to do so.

Any objection to the confirmation of the Plan should be filed no
later than July 3 also.

As previously reported on April 23, 2013, by The Troubled Company
Reporter, the Plan contemplates that the Debtor will continue to
operate its dairy business after confirmation.  The Debtor will
make payments to its secured claimants, allowed convenience
claims, which consist of allowed general unsecured claims of
$3,500 or less, and general unsecured claims in excess of $3,500
under the Plan from its operating income.

Wells Fargo Bank's secured claim, which totals $16,536,307, will
be paid $238,003 per month.  Wells Fargo's claim will accrue
interest at the rate of prime, plus 2% per annum, and will be
amortized over 84 months.

Golden State and J.D. Heiskell will retain their liens, but the
value of their secured claims will be zero.  The claims held by
Seley and Cargill will be reconveyed or avoided or that the Debtor
will seek to value the creditors' interest in its collateral at $0
based on the senior debt held by Wells Fargo.  Volvo Financial
Services' secured claim, which totals $134,888, will be paid
$4,100 per month, and will accrue interest at the rate of 4% per
annum and will be amortized and paid over three years.

The Debtor believes that the income received from current
operations will be sufficient to repay about 14% of its unsecured
claims.  Payments on the convenience class of general unsecured
claims will be paid a pro rata share of $4,000 within 30 days of
the effective date of the Plan.  The general unsecured claims in
excess of $3,500 will be paid $1.2 million pro-rata over a period
of five years through a pro-rata disbursement of $20,000 per
month.  The general unsecured claims in excess of $3,500 will
receive net proceeds, if any, of any preference or fraudulent
conveyance recoveries in addition to the $1.2 million.

                      About South Lakes Dairy

South Lakes Dairy Farm is a California partnership engaged in the
dairy cattle4 and milking business.  The partnership filed a bare-
bones Chapter 11 petition (Bankr. E.D. Calif. Case No. 12-17458)
in Fresno, California on Aug. 30, 2012, disclosing $19.5 million
in assets and $25.4 million in liabilities in its schedules.  The
Debtor said it has $1.97 million in accounts receivable charged to
Dairy Farmers of America on account of milk proceeds, and that it
has cattle worth $12.06 million.  The farm owes $12.7 million to
Wells Fargo Bank on a secured note.

Bankruptcy Judge W. Richard Lee presides over the case.  Jacob L.
Eaton, Esq., at Klein, DeNatale, Goldner, Cooper, Rosenlieb
& Kimball, LLP, in Bakersfield, Calif., represents the Debtor as
counsel.  The Debtor tapped A&M Livestock Auction, Inc., to
auction livestock.

August B. Landis, the Acting U.S. Trustee for Region 17, appointed
seven creditors to serve in the Official Committee of Unsecured
Creditors.  The Official Committee of Unsecured Creditors tapped
Blakeley & Blakeley LLP as its counsel.


SPRING CREEK: Case Summary & 8 Unsecured Creditors
--------------------------------------------------
Debtor: Spring Creek Crossing, LLC
        P.O. Box 707
        Sweetwater, TN 37874

Bankruptcy Case No.: 13-13254

Chapter 11 Petition Date: July 1, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Tennessee (Chattanooga)

Judge: John C. Cook

Debtor's Counsel: W. Thomas Bible, Esq.
                  LAW OFFICE OF W. THOMAS BIBLE, JR.
                  6918 Shallowford Road, Suite 100
                  Chattanooga, TN 37421
                  Tel: (423) 424-3116
                  Fax: (423) 553-0639
                  E-mail: wtbibleecf@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 eight largest unsecured
creditors is available for free at:
http://bankrupt.com/misc/tneb13-13254.pdf

The petition was signed by Jackie Wayne Stiner, managing member.


STEWART & STEVENSON: S&P Withdraws 'B' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'B'
corporate credit rating and issue-level rating on Stewart &
Stevenson LLC.  Stewart & Stevenson is a Houston-based provider of
specialized equipment and aftermarket parts and service for the
oil and gas and other industries.

S&P withdrew its ratings after Stewart & Stevenson LLC repaid all
$150 million of its 10% senior notes due 2014.  The notes were
repaid with proceeds from perpetual preferred units.


TC GLOBAL: Patrick Dempsey Group Completes Acquisition
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a group including "Grey's Anatomy" star Patrick
Dempsey completed the $9.15 million acquisition of the business
belonging to Tully's Coffee Shops.

According to the report, the sale was approved in January by the
bankruptcy court in Seattle.  The price included $6.95 million
cash and the assumption of liabilities.  The price more than
doubled at auction.

The report discloses that Tully's said the successful auction
meant that unsecured creditors should be paid in full with
interest.

                          About TC Global

Headquartered in Seattle, Washington, TC Global, Inc., dba Tully's
Coffee -- http://www.tullyscoffeeshops.com/-- is a specialty
coffee retailer and wholesaler.  Through company owned, licensed
and franchised specialty retail stores in Washington, Oregon,
California, Arizona, Idaho, Montana, Colorado, Wyoming and Utah,
throughout Asia with Tully's Coffee International, and with its
global alliance partner Tully's Coffee Japan, Tully's premium
coffees are available at 545 branded retail locations globally.

TC Global Inc. filed a Chapter 11 petition (Bankr. W.D. Wash. Case
No. 12-20253-KAO) on Oct. 10, 2012.

The Debtor is represented by attorneys at Bush Strout & Kornfeld
LLP, in Seattle.

The Debtor disclosed assets of $4.9 million and debt totaling
$3.7 million, including $2.6 million in unsecured claims.

The Seattle-based chain has 57 company-owned stores and 12
franchised.  There are another 71 franchises in grocery stores,
schools and airports.  Tully's will close nine stores following
bankruptcy.

Bloomberg report discloses that Tully's sold the wholesale and
distribution business in 2009, generating $40 million that allowed
a $5.9 million distribution to shareholders.


THORNBURG MORTGAGE: Ex-TMST Execs Can't Escape SEC Fraud Suit
-------------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that a New Mexico
federal judge refused to throw out much of a securities fraud suit
brought by the U.S. Securities and Exchange Commission against
former TMST Inc. executives for allegedly misleading investors by
omitting a $428 million loss in the now-bankrupt mortgage lender's
2007 annual report.

According to the report, U.S. District Judge James O. Browning
found the SEC has sufficiently alleged that the executives from
TMST -- which was then known as Thornburg Mortgage Inc. --
misrepresented investors by omitting a $428 million loss in the
now-bankrupt mortgage lender's 2007 annual report.

The SEC filed the complaint against former CEO Larry A. Goldstone,
former Chief Financial Officer Clarence G. Simmons III, and former
Chief Accounting Officer Jane E. Starrett.

The case is Securities and Exchange Commission v. Goldstone et
al., Case No. 1:12-cv-00257 (D.N.M.).

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg Mortgage.  Orrick, Herrington & Sutcliffe LLP served as
special counsel.  Jim Murray and David Hilty of Houlihan Lokey
Howard & Zukin Capital, Inc., served as investment banker and
financial advisor.  Protiviti Inc. served as financial advisory
services.  KPMG LLP served as the tax consultant.  Epiq Systems,
Inc., serves claims and noticing agent.  Thornburg disclosed total
assets of $24.4 billion and total debts of $24.7 billion, as of
Jan. 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by his firm, Shapiro Sher
Guinot & Sandler.


THORNBURG MORTGAGE: Judge Says SEC Can Proceed With Suit
--------------------------------------------------------
Patrick Fitzgerald writing for Dow Jones' DBR Small Cap reports
that a federal judge said the Securities and Exchange Commission
can move ahead with a financial-crisis-era lawsuit against three
former executives at failed jumbo mortgage lender Thornburg
Mortgage Inc. claiming the trio engaged in accounting fraud.

According to the report, Judge James O. Browning the U.S. District
Court in Albuquerque, N.M., on Monday said the SEC can proceed
with a civil fraud lawsuit against former Thornburg Chief
Executive Larry A. Goldstone and former Chief Financial Officer
Clarence G. Simmons III and onetime accounting chief Jane Starrett
claiming they hid the extent of the company's deteriorating
financial condition at the onset of the financial crisis.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg Mortgage.  Orrick, Herrington & Sutcliffe LLP served as
special counsel.  Jim Murray and David Hilty of Houlihan Lokey
Howard & Zukin Capital, Inc., served as investment banker and
financial advisor.  Protiviti Inc. served as financial advisory
services.  KPMG LLP served as the tax consultant.  Epiq Systems,
Inc., serves claims and noticing agent.  Thornburg disclosed total
assets of $24.4 billion and total debts of $24.7 billion, as of
Jan. 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by his firm, Shapiro Sher
Guinot & Sandler.


TRANSAT TRADE: Case Summary & 15 Unsecured Creditors
----------------------------------------------------
Debtor: Transat Trade Inc.
        14415 South Main Street
        Gardena, CA 90248

Bankruptcy Case No.: 13-27008

Chapter 11 Petition Date: July 1, 2013

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

Judge: Ernest M. Robles

Debtors' Counsel: Ian Landsberg, Esq.
                  LANDSBERG & ASSOCIATES, APC
                  5950 Canoga Avenue, Suite 605
                  Woodland Hills, CA 91367
                  Tel: (818) 855-5900
                  Fax: (818) 855-5910
                  E-mail: ilandsberg@landsberg-law.com

Estimated Assets: $0 to $50,000

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

Affiliate that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
Chateau Vegas Wines, Inc.               13-27059
  Assets: $100,001 to $500,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Guy Azera, president.

A. Transat Trade Inc.'s list of its 15 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb13-27008.pdf

B. Chateau Vegas Wines, Inc.'s list of its 10 largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/cacb13-27059.pdf


TRENDSET INC: Ch.11 Trustee Can Hire Counsel, Financial Advisors
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina has
authorized Katie Goodman, the Chapter 11 trustee for Trendset,
Inc., to employ:

     -- McNair Law Firm, P.A. as her bankruptcy counsel; and
     -- GGG Partners, LLC as her financial advisors.

The hourly rates of McNair's personnel are:

         Shareholders                      $275 - $450
         Associates, Counsel and
            Special Counsel                $160 - $350
         Paralegals                        $100 - $140
         Law Clerks                         $70 -  $90

GGG Partners will provide financial and restructuring services as
the trustee deems appropriate and feasible in order to advise and
assist the trustee in managing and maximizing the value of the
Debtor's estate.  The hourly rates of GGG Partners' personnel are:

         Joseph V. Pegnia, partner            $325
         Curtos S. Friedberg                  $350

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

Meanwhile, on May 2, 2013, the Court authorized the appointment of
The Finley Group, Inc. as the Debtor's chief restructuring officer
to exercise authority and responsibility for the conduct of the
affairs of the Debtor in the ordinary course of business until the
appointment of the Chapter 11 trustee.

Finley's hourly rates ranged from $100 to $425 for its
consultants.  The hourly rates for the consultants primarily
involved in the matter are:

         Matthew W. Smith, Jr.               $350
         Jay F. Kilkenny                     $350
         Ryan Blackmon                       $200

Finley had been proving services to the Debtor pre-bankruptcy.  No
amounts are due to CRO from the Debtor.

The Court also approved the employment of McCarthy Law Firm, LLC
as counsel for the Debtor through The Finley Group, the CRO.
McCarthy's hourly rates ranged from $150 to $425 per hour for
attorneys, and from $100 to $125 per hour for bankruptcy
paralegals and assistants.  The hourly rates for the attorneys
involved are: $400 for G. William McCarthy, Jr., $300 for Daniel
J. Reynolds, Jr., $225 for Sean P. Markham, and $225 per hour for
W. Harrison Penn.

Trendset, Inc., is a pre-audit and freight payment services
company, offering services to customers using carriers to deliver
products.

Trendset, Inc., was the subject of an involuntary Chapter 11
petition (Bankr. D. S.C. Case No. 13-02225) filed on April 15,
2013.  Rory D. Whelehan, Esq., at Womble Carlyle Sandridge & Rice,
LLP, serves as counsel to the alleged creditors.  Creditors who
signed the Chapter 11 petition are Husqvarna Professional
Products, Inc., (owed $5,782,524), Legrand North America, Inc.
(owed $4,642,653) and DH Business Services, LLC (owed $3,883,360).

On April 26, 2013, the Court signed off on an agreed order for
relief in the Involuntary Petition and directed the appointment of
a Chapter 11 trustee.  The Petitioning Creditors and the U.S.
Trustee filed motions seeking appointment of a Chapter 11 trustee.

On June 5, W. Clarkson McDow, Jr., the U.S. Trustee for Region 4
notified the Bankruptcy Court that he has not appointed an
unsecured creditors' committee in Trendset's case.  According to
the U.S. Trustee, the number of persons willing to serve on a
committee is insufficient to form an unsecured creditors'
committee.

The U.S. Trustee will appoint an unsecured creditors' committee
upon the request of an adequate number of unsecured creditors.


TRENDSET INC: Creditors Have Until Sept. 5 to File Proofs of Claim
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
established Sept. 5, 2013, as the deadline for any individual or
entity to file proofs of claim against Trendset, Inc.

Trendset, Inc., is a pre-audit and freight payment services
company, offering services to customers using carriers to deliver
products.

Trendset, Inc., was the subject of an involuntary Chapter 11
petition (Bankr. D. S.C. Case No. 13-02225) filed on April 15,
2013.  Rory D. Whelehan, Esq., at Womble Carlyle Sandridge & Rice,
LLP, serves as counsel to the alleged creditors.  Creditors who
signed the Chapter 11 petition are Husqvarna Professional
Products, Inc., (owed $5,782,524), Legrand North America, Inc.
(owed $4,642,653) and DH Business Services, LLC (owed $3,883,360).

On April 26, 2013, the Court signed off on an agreed order for
relief in the Involuntary Petition and directed the appointment of
a Chapter 11 trustee.  The Petitioning Creditors and the U.S.
Trustee had filed motions seeking appointment of a Chapter 11
trustee for the Debtor.

Katie Goodman was later appointed as Chapter 11 trustee.
According to Judy A. Robbins, the U.S. Trustee for Region 4,
Ms. Goodman is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Joseph V. Pegnia and Curtos S. Friedberg at GGG Partners serve as
the Chapter 11 trustee's financial advisor.  McNair Law Firm,
P.A., represents the Chapter 11 trustee as counsel.

Meanwhile, on May 2, 2013, the Court authorized the appointment of
The Finley Group, Inc. as the Debtor's chief restructuring officer
to exercise authority and responsibility for the conduct of the
affairs of the Debtor in the ordinary course of business until the
appointment of the Chapter 11 trustee.  Finley's Matthew W. Smith,
Jr., Jay F. Kilkenny and Ryan Blackmon worked on the case.

The Court also approved the employment of McCarthy Law Firm, LLC
as counsel for the Debtor through Finley.  The firm's attorneys
involved in the case were G. William McCarthy, Jr., Esq., and
Daniel J. Reynolds, Jr., Esq..

On June 5, W. Clarkson McDow, Jr., the U.S. Trustee for Region 4,
advised the Court he failed to appoint an unsecured creditors'
committee due to lack of interest.


TRINITY COAL: Boyd Approved as Committee's Mining Consultants
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
authorized the retention of John T. Boyd Company as mining and
geological consultants to the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Trinity Coal Corporation,
et al.

As reported by the Troubled Company Reporter on June 4, 2013,
Boyd will render these services, among other things:

   a. prepare reports on the Debtors' mining operations;

   b. provide advice concerning a mine operations evaluation;

   c. provide advice and assistance with the valuation of
      reserves, property, plants and equipment; and

   d. provide advice and assistance with mine cost and cash flow
      analysis.

The hourly rates of Boyd's personnel are:

         Expert Witness                           $350
         Principal/Managing Director              $320
         Vice President                           $280
         Executive Consultant                     $250
         Project Manager                          $250
         Senior Engineer/Director/Consultant      $210
         Senior Transportation Analyst            $210
         Senior Market Analyst                    $210
         Senior Geologist/Consultant              $165
         Engineer/Geologist/Consultant            $145
         Technical Specialist                     $100
         Engineering Assistant/Sr. CAD             $90
         Draftsman/CAD                             $65
         Clerical                                  $50

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

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted the involuntary cases to voluntary
Chapter 11 cases.  Sturgill, Turner, Barker & Moloney, PLLC serves
as the Committee's local counsel.


TRUE RELIGION: Moody's Assigns 'B2' Corp. Family Rating
-------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating to
True Religion Apparel, Inc. Moody's also assigned a B1 rating to
the company's proposed $375 million first-lien term loan and a
Caa1 rating to the company's proposed second-lien term loan. The
rating outlook is stable. The ratings assigned are subject to
receipt and review of final documentation.

Proceeds from the proposed term loan facilities, cash on the
company's balance sheet and an anticipated $166 million equity
investment will be used to finance the leveraged buy-out of True
Religion by TowerBrook Capital Partners L.P.

The following ratings were assigned:

True Religion Apparel, Inc.

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

  First lien term loan due 2020 at B1 (LGD 3, 41%)

  Second lien term loan due 2021 at Caa1 (LGD 5, 87%)

Ratings Rationale:

True Religion's B2 rating reflects the company's limited scale and
its narrow focus in the premium denim category. Moody's believes
the premium denim category appeals to a limited portion of the
overall population, and is subject to significant fashion risks.
The rating also reflects the company's relatively limited track
record, having been founded in 2002.

The ratings take into consideration True Religion's generally
consistent execution, evidenced in its high operating margins.
Moody's also believes there are opportunities for the company to
achieve cost savings as a private company as well as through steps
to improve the operating efficiencies of its international
business. Moody's expects leverage to be moderate with debt/EBITDA
in the mid-five times range, pro-forma for cost savings as a
private company and the termination of its contract with its
founder. The rating also reflects Moody's expectation the company
will maintain a good liquidity profile.

The B1 rating assigned to the proposed first lien term loan
reflects its second lien position on the company's accounts
receivable and inventory (the company's $50 million asset based
revolver will have a first lien on this collateral) and a first
lien on substantially all other domestic assets. The Caa1 rating
assigned to the second lien term loan reflects its junior position
to the asset based revolver and the first lien term loan.

The rating outlook is stable, reflecting expectations the company
will substantially achieve its cost savings goals. Moody's also
expects other actions intended to provide revenue stability, such
as a greater focus on more basic and less fashion sensitive
products, should enable it to maintain stable operating earnings.
While the company's results in any short term period could be
influenced by fashion trends, Moody's expects that better
inventory management and some greater focus on core styles should
help to minimize volatility over time.

In view of the company's limited scale and narrow product focus,
an upgrade would require the company to maintain stronger
financial metrics than similar rated peers. Quantitatively, the
company would need to sustain debt/EBITDA below 4.5 times and with
interest coverage approaching the mid-two times range. The company
would need to maintain healthy operating margins and continue to
demonstrate stability in operating performance.

Ratings could be downgraded if the company were to experience
negative trends in revenues and weakness in operating margins.
This would indicate there have been meaningful negative trends in
the premium denim market and/or the company was losing market
share. Quantitatively, ratings could be downgraded if debt/EBITDA
was sustained above 6 times or interest coverage fell below 1.5
times. Ratings could also be lowered if the company's financial
policies were to become more aggressive or if liquidity were to
become constrained.

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.

True Religion Apparel, Inc. designs, manufactures and markets
denim, sportswear and accessories for men, women and children
under the "True Religion" brand. The company's products are sold
in the company's branded retail and outlet stores as well as
contemporary department stores and boutiques in 61 countries. As
of June 30, 2013, the Company operated 130 stores in the U.S. and
33 international stores. Fiscal 2012 revenues were $467 million.


TRUE RELIGION: S&P Assigns 'B' CCR & Rates $375MM Loan 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Vernon, Calif.-based True Religion
Apparel Inc. (True Religion).  At the same time, S&P assigned a
'B' rating, with a '3' recovery rating, to the company's proposed
$375 million first-lien secured term loan due 2020, and a 'CCC+'
rating, with a '6' recovery rating, to the proposed $110 million
second-lien term loan due 2021.  The '3' recovery rating reflects
S&P's expectation for meaningful recovery (50%-70%) in the event
of default, and the '6' recovery rating reflects S&P's
expectations for negligible recovery (0%-10%).  The outlook is
stable.

"The ratings on True Religion reflect Standard & Poor's assessment
of the company's "vulnerable" business risk profile and "highly
leveraged" financial risk profile," said credit analyst Helena
Song.

"The stable outlook reflects our expectation that operating
margins will not decline significantly from recent levels,
resulting in credit metrics that are in line with a highly
leverage financial risk profile for at least the next 12 months.
We could lower the ratings if weaker-than-expected performance
especially in the international operations or because of strategic
failures under new management, leads to weakened credit metrics,
including leverage of above 6x.  This could occur, for example, if
fashion missteps result in flat revenue and a 120-basis-point
margin contraction, causing a 10% EBITDA decline at the proposed
debt level," S&P said.

On the other hand, S&P would raise the ratings if the company
gradually improves its operations and the trend is supported by
positive comparable-store sales and improved credit metrics,
including debt to EBITDA below 5x on a sustained basis.  This
could happen if the company expands its EBITDA by 10% and reduces
debt by about $20 million.


TWN INVESTMENT: Committee Seeks Stay Relief to Pursue Claims
------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of TWN Investment Group, LLC, asks the U.S. Bankruptcy Court
for the Northern District of California to grant the panel relief
from the automatic stay to enforce its claims.

The Committee is conducting an investigation into the various
questionable transactions of the Debtor; claims on behalf of the
Debtor's estate may exist against persons and entities responsible
for, and the beneficiaries of, those transactions.

On May 17, 2013, the Ddebtor and the Committee entered into a
stipulation authorizing the Committee to prosecute the claims.  In
an abundance of caution, the Committee requests for relief from
relief of stay.

                    About TWN Investment Group

TWN Investment Group, LLC, filed a Chapter 11 petition in its
home-town in San, Jose California (Bankr. N.D. Calif. Case No.
13-50821) on Feb. 13, 2013.  The Company disclosed assets of $58.2
million and liabilities of $53.4 million in its schedules.

The Company owns partially developed real estate located at 909-
9999 Story Road, in San Jose.  The property is the company's sole
assets and secures a $48.1 million debt to East West Bank.

The Debtor is represented by Charles B. Greene, Esq., at the Law
Offices of Charles B. Greene, in San Jose.

Rene Lastreto II, Esq., at Lang Richert & Patch represents the
Committee.


TWN INVESTMENT: Lang, Richert & Patch Okayed as Committee Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
authorized The Official Committee of Unsecured Creditors in the
Chapter 11 case of TWN Investment Group, LLC, to employ Lang,
Richert & Patch as its counsel.

The hourly rates of the firm's personnel are:

         Rene Lastreto II                      $425
         Michael Gomez                         $325

The Committee has agreed to provide the firm with a $20,000
retainer to be held in trust by the firm.

                    About TWN Investment Group

TWN Investment Group, LLC, filed a Chapter 11 petition in its
home-town in San, Jose California (Bankr. N.D. Calif. Case No.
13-50821) on Feb. 13, 2013.  The Company disclosed assets of $58.2
million and liabilities of $53.4 million in its schedules.

The Company owns partially developed real estate located at 909-
9999 Story Road, in San Jose.  The property is the company's sole
assets and secures a $48.1 million debt to East West Bank.

The Debtor is represented by Charles B. Greene, Esq., at the Law
Offices of Charles B. Greene, in San Jose.

Rene Lastreto II, Esq., at Lang Richert & Patch represents the
Committee.


UNITED AMERICAN: John Fife Held 53.2% Equity Stake at June 25
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, John Fife and his affiliates disclosed that,
as of June 25, 2013, they beneficially owned 9,732,304 shares of
common stock of United American Healthcare Corp. representing
53.20 percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/lHQKTd

                       About United American

Chicago-based United American Healthcare, through its wholly owned
subsidiary Pulse Systems, LLC, provides contract manufacturing
services to the medical device industry, with a focus on precision
laser-cutting capabilities and the processing of thin-wall tubular
metal components, sub-assemblies and implants, primarily in the
cardiovascular market.

As reported in the TCR on Oct. 18, 2012, Bravos & Associates,
CPA's, in Bloomingdale, Illinois, expressed substantial doubt
about United American's ability to continue as a going concern.
The independent auditors noted that the Company incurred a net
loss from continuing operations of $1.9 million during the year
ended June 30, 2012, and, as of that date, had a working capital
deficiency of $10.2 million.

For the nine months ended March 31, 2013, the Company reported net
income of $398,000 on $6.05 million of contract manufacturing
revenue, as compared with a net loss of $2.33 million on $4.80
million of contract manufacturing revenue for the same period a
year ago.  The Company's balance sheet at March 31, 2013, showed
$15.54 million in total assets, $12.67 million in total
liabilities and $2.87 million in total shareholders' equity.
result of the Event of Default.


USGEN NEW ENGLAND: Seeking Final Decree Closing Case
----------------------------------------------------
USGen New England, Inc., has filed with the Bankruptcy Court a
Chapter 11 Final Report and Motion for Final Decree closing its
bankruptcy case.

Last month, USGen and the United States Trustee for Region 4
executed a stipulation and consent order  that extended the time
within which the U.S. Trustee may file any objection or other
responsive pleading that she may have to the Final Report and
Motion for Final Decree.  The U.S. Trustee's deadline was extended
to June 14.

Judy A. Robbins, United States Trustee, Region 4, is represented
by Gerard R. Vetter, Esq. -- gerard.r.vetter@usdoj.gov

John Lucian, Esq. -- Lucian@BlankRome.com -- at Blank Rome LLP,
represents USGen.

                     About USGen New England

Headquartered in Bethesda, Maryland, USGen New England Inc., an
affiliate of PG&E Generating Energy Group LLC, owned and operated
several electric generating facilities in New England and
purchases and sold electricity and other energy-related products
at wholesale.  The Company filed for Chapter 11 protection on
July 8, 2003 (Bankr. D. Md. Case No. 03-30465).  Blank Rome LLP
represents USGen New England in its restructuring efforts.  When
it sought chapter 11 protection, the Debtor reported assets
amounting to $2,337,446,332 and debts amounting to $1,249,960,731.
The Debtor filed its Second Amended Plan of Liquidation and
Disclosure Statement on March 24, 2005.  The Plan was confirmed on
May 13, 2005.  The Plan became effective on June 1, 2005.


VALVES AND INDUSTRIAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Valves and Industrial Resources, LP
        5959 S. Sam Houston Parkway E
        Houston, TX 77048

Bankruptcy Case No.: 13-34092

Chapter 11 Petition Date: July 1, 2013

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

Judge: Karen K. Brown

Debtor's Counsel: Kimberly Anne Bartley, Esq.
                  WALDRON & SCHNEIDER, L.L.P.
                  15150 Middlebrook Drive
                  Houston, TX 77058
                  Tel: (281) 488-4438
                  Fax: (281) 488-4597
                  E-mail: kbartley@ws-law.com

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

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

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

The petition was signed by David Stubbs, manager.


VAUGHAN COMPANY: Ch.11 Trustee's Suits v. Taro & Feld in Discovery
------------------------------------------------------------------
A New Mexico district judge approved stipulations among parties in
two actions commenced by JUDITH A. WAGNER, Chapter 11 Trustee of
the bankruptcy estate of the Vaughan Company, Realtors, against
creditor-defendants.  The stipulation extended the defendants'
time to respond to the plaintiff's discovery requests.

The two actions were commenced by the Chapter 11 trustee against:

   (1) IRENE TARRO, Defendant, MASTER CASE NO. 12-CV-00817-WJ/SMV,
       CASE NO. 12-CV-263-WJ/SMV, and

   (2) ANDY and JULIE FELD, Defendants, MASTER CASE NO. 12-CV-
       00817-WJ/SMV, CASE NO. 12-CV-220-WJ/SMV.

A copy of Judge Stephan M. Vidmar's June 5, 2013 Order is
available at http://is.gd/fZn7Pvfrom Leagle.com.

Judith A Wagner, Plaintiff, is represented by Edward A. Mazel,
Esq., and James A. Askew, Esq. -- EDMAZEL@ASKEWMAZELFIRM.COM and
JASKEW@ASKEWMAZELFIRM.COM -- at Askew & Mazel, LLC.

Defendants Irene Tarro, and Andy and Julie Feld are represented by
Michael J. Cadigan, Esq., at Cadigan Law Firm, P.C.

                     About Vaughan Company

The Vaughan Company, Realtors, descended into bankruptcy after
Douglas F. Vaughan, the former controlling shareholder, used the
company to run a Ponzi scheme from 1993 until January 2010.  Mr.
Vaughan has entered into a plea agreement with the United States,
admitting guilt to various securities violations.

In March 2010, the Securities and Exchange Commission filed fraud
charges against Mr. Vaughan, a New Mexico realtor, and obtained an
emergency court order to halt his $80 million Ponzi scheme.  The
SEC's complaint, filed in federal court in Albuquerque, alleges
Mr. Vaughan through his company issued promissory notes that he
claimed would generate high fixed returns for investors.  Mr.
Vaughan also used another entity -- Vaughan Capital LLC -- to
solicit investors for different types of real estate-related
investments, such as buying residential properties at distressed
prices.  Mr. Vaughan relied entirely on new money raised from
investors through both companies to fund Vaughan Company's ever-
increasing obligations to note holders.

The SEC also charged both of Mr. Vaughan's companies in the
enforcement action.  Neither Mr. Vaughan nor his companies are
registered with the SEC to offer securities under the federal
securities laws.

The Vaughan Company Realtors filed for Chapter 11 protection on
Feb. 22, 2010 (Bankr. N.M. Case No. 10-10759).  George D. Giddens,
Jr., Esq., represents the Debtor in its restructuring efforts.
The Company estimated both assets and debts of between $1 million
and $10 million.  Judith A. Wagner was appointed as Chapter 11
Trustee.

Mr. Vaughan filed a separate Chapter 11 petition (Bankr. D. N.M.
Case No. 10-10763) on Feb. 22, 2010.  The case was converted to a
chapter 7 proceeding on May 20, 2010.  Yvette Gonzales is the duly
appointed trustee of the Chapter 7 estate.


VISTEON CORP: S&P Affirms 'B+' Senior Unsecured Rating
------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
recovery rating on Van Buren Township, Mich.-based auto supplier
Visteon Corp.'s senior unsecured notes to '3' from '4'.  S&P
affirmed the 'B+' issue rating on the notes.  Visteon's 'B+'
corporate credit rating and stable outlook are unchanged.

The '3' recovery rating indicates S&P's expectation for meaningful
recovery (50%-70%) for noteholders following a payment default.
S&P's improved recovery expectation results from the reduced size
of Visteon's revolving credit facility, which is senior in ranking
to the unsecured notes in the event of payment default, and its
lower balance sheet debt.

The ratings on Visteon reflect Standard & Poor's assessment of the
company's weak business risk, as a tier 1 supplier to the global
automakers, and its aggressive financial risk.

For the complete recovery analysis, see the recovery report on
Visteon Corp., to be published following this report on
RatingsDirect.

For the corporate credit rating rationale, please see S&P's
summary analysis, to be published following this report on
RatingsDirect.

RATINGS LIST

Visteon Corp.
Corporate credit rating                B+/Stable/--

Rating Affirmed; Recovery Rating Revised

Visteon Corp.
Senior unsecured                       B+
  Recovery rating                       3                  4


* Forum-Selection Clause Enforced Against Trustee
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a district judge in Reno, Nevada, ruled on July 5
that forum-selection clause in a contract should be enforced even
if it would require a bankruptcy trustee to incur greater cost in
prosecuting a lawsuit on the other side of the country.

According to the report, trustees in related Chapter 7
bankruptcies sued defendants in bankruptcy court for breach of
contract and breach of fiduciary duty.  U.S. District Judge Philip
M. Pro removed the suit from bankruptcy court at the defendants'
request.

The report notes that Judge Pro ruled that he must enforce a
forum-selection clause in the parties' contract requiring lawsuits
to be conducted in New York.  He said that increased costs are
"generally not enough" to avoid enforcement of a forum-selection
clause.

The report discloses that Judge Pro sent the suit to New York
because the trustees hadn't "presented specific evidence that the
increase in costs effectively would deprive them of their day in
court."

The case is Cory v. EBet Ltd. (In re Sona Mobile Holding Corp.),
12-00252, U.S. District Court, District of Nevada (Reno).

Sona Mobile Holdings Corp. filed a Chapter 7 petition (Bankr.
09-___ ) on March 30, 2009, estimating at least $10 million in
assets and at least $1 million in debt.  Anne M. Loraditch, Esq.,
at Greenberg Traurig, LLP, serves as counsel.  Timothy S. Cory is
the Chapter 7 Trustee of Sona Mobile Holdings.  William A. Leonard
Lenard E. Schwartzer serve as Chapter 7 trustees for debtor-
affiliates Sona Innovations, Inc., Sona Mobile, Inc.


* Lender Must Prove Ownership of Note to Foreclose
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Bankruptcy Appellate Panel for the Tenth
Circuit ruled on May 30 that a bankruptcy court shouldn't allow a
secured lender to foreclose unless the lender first proves it owns
the debt.

According to the report, in a Chapter 7 bankruptcy, the lender
filed a motion to modify the automatic stay and allow foreclosure
of the bankrupt's home.  Without making a ruling on whether the
lender actually owned the mortgage note, the bankruptcy judge said
it was enough for the bank to make a "colorable claim" to
ownership.

The report notes that the three-judge appellate panel reversed and
ruled it was incumbent on the bankruptcy judge to make a
definitive threshold determination of whether the lender had
"standing," or the right to seek authority to foreclose.  The
bankruptcy court had taken the position that actual ownership of
the mortgage was an issue to be hashed out in state court in the
foreclosure action.

The report discloses that to decide if there was standing, the
appellate panel said the bankruptcy judge should have made a
definitive analysis of whether the lender complied with the
technicalities of state law and was the owner of the mortgage
debt.

The case is Steinberg v. Bank of America NA (In re Steinberg),
12-082, U.S. Tenth Circuit Bankruptcy Appellate Panel (Denver).


* Overtime Wage Debt Is Not Discharged in Bankruptcy
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that failure to pay overtime wages gave rise to non-
dischargeable debt even though the bankruptcy court determined as
a matter of fact that the bankrupt individual didn't know about
the details of California labor law.  U.S. District Judge Otis D.
Wright II in Los Angeles in a July 8 opinion reverse a bankruptcy
court ruling, pointing out how the bankrupt testified he was aware
that the California minimum wage rose to $8 an hour from $7.50.
The case is Castro v. Han (In re Han), 12-cv-01524, U.S.
District Court, Central District of California (Los Angeles).


* Tax Liens Can't Be Stripped Down in Chapter 13 Plan
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Chicago aligned with the
federal appeals court in Denver by ruling on July 8 that a federal
tax lien can't be "stripped down" in Chapter 13.  The case is Ryan
v. U.S. (In re Ryan), 12-3398, Seventh U.S. Circuit Court of
Appeals (Chicago).


* CoreLogic April 2013 Data Show Foreclosure Inventory Down 29%
---------------------------------------------------------------
CoreLogic on July 9 released its May National Foreclosure Report
with a supplement featuring quarterly shadow inventory data as of
April 2013.

According to CoreLogic analysis:

-- There were 52,000 completed foreclosures in the U.S. in May
2013, down from 71,000 in May 2012, a year-over-year decrease of
27 percent.  On a month-over-month basis, completed foreclosures
increased 3.5 percent, from 50,000 in April 2013 to the May level
of 52,000.

-- Current residential shadow inventory as of April 2013 was under
2 million units, representing a supply of 5.3 months.  The overall
shadow inventory is down 34 percent from its peak in 2010, when it
reached 3 million homes, and down 18 percent from a year ago, when
it was at 2.4 million.

As a basis of comparison to the 52,000 completed foreclosures
reported for May 2013, prior to the decline in the housing market
in 2007, completed foreclosures averaged 21,000 per month
nationwide between 2000 and 2006.  Completed foreclosures are an
indication of the total number of homes actually lost to
foreclosure.  Since the financial crisis began in September 2008,
there have been approximately 4.4 million completed foreclosures
across the country.

As of May 2013, approximately 1.0 million homes in the U.S. were
in some stage of foreclosure, known as the foreclosure inventory,
compared to 1.4 million in May 2012, a year-over-year decrease of
29 percent.  Month over month, the foreclosure inventory was down
3.3 percent from April 2013 to May 2013.  The foreclosure
inventory as of May 2013 represented 2.6 percent of all homes with
a mortgage compared to 3.5 percent in May 2012.

At the end of May 2013, there are fewer than 2.3 million
mortgages, or 5.6 percent, in serious delinquency (SDQ, defined as
90 days or more past due, including those loans in foreclosure or
REO).  The rate of seriously delinquent mortgages is at its lowest
level since December 2008.

"The stock of seriously delinquent homes, which is the main driver
of shadow inventory, is at the lowest level since December 2008,"
said Dr. Mark Fleming, chief economist for CoreLogic.  "Over the
last year it has decreased in 42 states by double-digit figures,
resulting in rapid declines in shadow inventory for the first
quarter of 2013."

"We continue to see a sharp drop in foreclosures around the
country and with it a decrease in the size of the shadow
inventory.  Affordability, despite the rise in home prices over
the past year, and consumer confidence are big contributors to
these positive trends," said Anand Nallathambi, president and CEO
of CoreLogic.  "We are particularly encouraged by the broad-based
nature of the housing market recovery so far in 2013."

Foreclosure Highlights:

-- The five states with the highest number of completed
foreclosures for the 12 months ending in May 2013 were: Florida
(103,000), California (76,000), Michigan (64,000), Texas (51,000)
and Georgia (47,000).  These five states account for almost half
of all completed foreclosures nationally.

-- The five states with the lowest number of completed
foreclosures for the 12 months ending in May 2013 were: District
of Columbia (108), Hawaii (453), North Dakota (467), West Virginia
(517) and Maine (644).

-- The five states with the highest foreclosure inventory as a
percentage of all mortgaged homes were: Florida (8.8 percent), New
Jersey (6.0 percent), New York (4.8 percent), Maine (4.1 percent)
and Connecticut (4.1 percent).

-- The five states with the lowest foreclosure inventory as a
percentage of all mortgaged homes were: Wyoming (0.5 percent),
Alaska (0.6 percent), North Dakota (0.6 percent), Nebraska (0.8
percent) and Virginia (0.8 percent).

Shadow Inventory Highlights:

-- As of April 2013, shadow inventory was under 2 million
properties, or 5.3 months' supply, and represented 85 percent of
the 2.3 million properties currently seriously delinquent, in
foreclosure or REO.

-- Of the less than 2 million properties currently in the shadow
inventory (Figures 1 and 2), 890,000 properties are seriously
delinquent (2.4 months' supply), 761,000 are in some stage of
foreclosure (2 months' supply) and 336,000 are already in REO (0.9
months' supply).

-- The value of shadow inventory was $314 billion as of April
2013, down from $386 billion in April 2012 and down from $320
billion six months prior, in October 2012.

CoreLogic estimates the current stock of properties in the shadow
inventory, also known as pending supply, by calculating the number
of properties that are seriously delinquent, in foreclosure or
held as real estate owned (REO) by mortgage servicers, but not
currently listed on multiple listing services (MLSs).  Transition
rates of "delinquency to foreclosure" and "foreclosure to REO" are
used to identify the currently distressed unlisted properties most
likely to become REO properties.  Properties that are not yet
delinquent, but may become delinquent in the future, are not
included in the estimate of the current shadow inventory.  Shadow
inventory is typically not included in the official reporting
measurements of unsold inventory.

* April data was revised. Revisions are standard, and to ensure
accuracy, CoreLogic incorporates newly released data to provide
updated results.

Judicial Foreclosure States Foreclosure Ranking (Ranked by
Completed Foreclosures)

Non-Judicial Foreclosure States Foreclosure Ranking (Ranked by
Completed Foreclosures)

Foreclosure Data for the Largest Core Based Statistical Areas
(CBSAs) (Ranked by Completed Foreclosures)

Figure 1: Shadow Inventory DetailIn Thousands, Not Seasonally
Adjusted

Figure 2: Months' Supply Shadow Inventory DetailNumber of Months,
Not Seasonally Adjusted

Figure 3 - Foreclosure Inventory by State Map

Foreclosure Inventory Methodology

The data in this report represents foreclosure activity reported
through May 2013.

This report separates state data into judicial vs. non-judicial
foreclosure state categories.  In judicial foreclosure states,
lenders must provide evidence to the courts of delinquency in
order to move a borrower into foreclosure.  In non-judicial
foreclosure states, lenders can issue notices of default directly
to the borrower without court intervention.  This is an important
distinction since judicial states, as a rule, have longer
foreclosure timelines, thus affecting foreclosure statistics.

A completed foreclosure occurs when a property is auctioned and
results in the purchase of the home at auction by either a third
party, such as an investor, or by the lender.  If the home is
purchased by the lender, it is moved into the lender's real estate
owned (REO) inventory.  In "foreclosure by advertisement" states,
a redemption period begins after the auction and runs for a
statutory period, e.g., six months.  During that period, the
borrower may regain the foreclosed home by paying all amounts due
as calculated under the statute.  For purposes of this Foreclosure
Report, because so few homes are actually redeemed following an
auction, it is assumed that the foreclosure process ends in
"foreclosure by advertisement" states at the completion of the
auction.

The foreclosure inventory represents the number and share of
mortgaged homes that have been placed into the process of
foreclosure by the mortgage servicer.  Mortgage servicers start
the foreclosure process when the mortgage reaches a specific level
of serious delinquency as dictated by the investor for the
mortgage loan.  Once a foreclosure is "started," and absent the
borrower paying all amounts necessary to halt the foreclosure, the
home remains in foreclosure until the completed foreclosure
results in the sale to a third party at auction or the home enters
the lender's REO inventory.  The data in this report accounts for
only first liens against a property and does not include secondary
liens.  The foreclosure inventory is measured only against homes
that have an outstanding mortgage.  Homes with no mortgage liens
can never be in foreclosure and are, therefore, excluded from the
analysis.  Approximately one-third of homes nationally are owned
outright and do not have a mortgage.  CoreLogic has approximately
85 percent coverage of U.S. foreclosure data.

Shadow Inventory Methodology

CoreLogic uses its Loan Performance Servicing and Securities
databases to size the number of 90+ day delinquencies,
foreclosures and real estate owned (REO) properties.  Cure rates,
which measure the proportion of loans in one stage of default that
cured (versus moving to more severe states of default), are
applied to the number of loans in default at each stage of
default.  CoreLogic calculates the share of loans in default that
are currently listed on MLS by matching public record properties
in default to MLS active listings.  It applies the percentage of
defaulted loans that are currently listed to the estimate of
outstanding loans that will proceed to further stages of default
to calculate the pending supply inventory and adds that to the
reported visible inventory.  Visible inventory is compiled from
CoreLogic ListingTrends.  To determine months' supply for visible
and shadow inventories, CoreLogic uses the number of non-
seasonally adjusted home sales according to CoreLogic data.

                         About CoreLogic

CoreLogic -- http://www.corelogic.com-- is a property
information, analytics and services provider in the United States
and Australia.  The company's combined data from public,
contributory and proprietary sources includes over 3.3 billion
records spanning more than 40 years, providing detailed coverage
of property, mortgages and other encumbrances, consumer credit,
tenancy, location, hazard risk and related performance
information.  The markets CoreLogic serves include real estate and
mortgage finance, insurance, capital markets, transportation and
government. CoreLogic delivers value to clients through unique
data, analytics, workflow technology, advisory and managed
services.  Clients rely on CoreLogic to help identify and manage
growth opportunities, improve performance and mitigate risk.
Headquartered in Irvine, Calif., CoreLogic operates in seven
countries.


* NYSE Euronext Will Take over Administration of Libor From BBA
---------------------------------------------------------------
Lindsay Fortado & Nandini Sukumar, writing for Bloomberg News,
reported that Britain will hand over administration of the London
interbank offered rate to the operator of the New York Stock
Exchange as regulators try to revive confidence in the scandal-hit
benchmark.

According to the report, NYSE Euronext will replace the British
Bankers' Association as Libor's administrator in early 2014, the
London-based lobby group that started the benchmark more than two
decades ago said in a statement. The U.K.'s Financial Conduct
Authority began regulating Libor, the benchmark for more than $300
trillion of securities, in April as part of the overhaul.

The New York-based purchaser already operates Liffe, Europe's
second-largest derivatives exchange, which offers derivatives
based on Libor, the report noted. A government review recommended
last year that the BBA should be stripped of responsibility for
Libor after regulators found banks had tried to manipulate it to
profit from bets on derivatives.

"The fact they are handing this to a derivatives exchange is a
surprise," Peter Lenardos, a financials and exchange analyst at
RBC Capital Markets in London, said by telephone, the report
cited.  "It just doesn't seem independent enough. They are taking
the setting of Libor from the banks and giving it to an exchange
not known as a benchmark provider."

Barclays Plc, UBS AG, and Royal Bank of Scotland Group Plc, have
been fined more than $2.5 billion by U.S. and U.K. regulators for
rate-rigging, and more than a dozen more firms are being probed
worldwide, the report said.


* Regulators Examining Sales of Early Financial Data
----------------------------------------------------
Nathaniel Popper, writing for The New York Times, reported that
the financial industry is bracing for new scrutiny of services
that give trading firms an advance look at market-moving data and
news.

According to the report, the New York attorney general's office
has been taking a broad look at the common practice. On Monday,
one prominent data provider, Thomson Reuters, under pressure from
the attorney general, announced that it was suspending an early
release of a consumer confidence survey to clients who paid extra.

Financial products that give traders first access to data have
become widely accepted within the industry, the report said. Dow
Jones recently announced the creation of DJ Dominant, a program
that will release news articles two minutes early to subscribers
who pay more. The nation's stock exchanges, meanwhile, are often
releasing new premium products that offer faster delivery of
public data from the exchanges.

For the most part, federal securities regulators have been
comfortable with these arrangements, the report noted. But the New
York attorney general, Eric T. Schneiderman, is potentially in a
position to throw them into question. The attorney general has
broad powers to crack down on Wall Street because of the Martin
Act, a 1921 New York law that allows him to bring fraud cases
against a company without proving the company's intent.

"Where are you going to go with this investigation?" said Chris
Malo, the chief financial officer at the high-speed trading firm
Sun Trading, the report cited. "It's a slippery slope. I don't
know where you draw the lines."


* S&P Raises Puffery Defense Against U.S. Ratings Case
------------------------------------------------------
Edvard Pettersson, writing for Bloomberg News, reported that
Standard & Poor's, at the first court hearing over the U.S.
government's claims that the rating service defrauded investors,
argued reasonable investors wouldn't have relied on its "puffery"
about credit ratings.

According to the report, John Keker, a lawyer for the McGraw Hill
Financial Inc. (MHFI) unit, told U.S. District Judge David Carter
in Santa Ana, California, that S&P's generic statements about its
business aspirations weren't material to the banks buying
securities and didn't meaningfully change the mix of information
available to investors.


"They're seeking to blame the entire financial crisis on Standard
& Poor's," Keker said in court, the report cited. "Those generic
statements don't make a scheme to defraud. For a scheme to
defraud, there has to be a specific intent to harm the victim, in
this case the investor."

Keker asked Carter to dismiss the government's case, which seeks
as much as $5 billion in civil penalties, on the grounds that the
Justice Department didn't adequately support its allegations that
the company defrauded federally insured financial institutions by
knowingly understating the credit risks of securities linked to
residential mortgages, the report said.

Carter heard arguments from both sides and adjourned the hearing,
the report related.  He said he will give the parties a tentative
ruling they can discuss in the afternoon.

The case is U.S. v. McGraw-Hill Cos., 13-cv-00779, U.S. District
Court, Central District of California (Santa Ana).


* Swipe-Fee Battle Moves to States as U.S. Banks Fight Surcharges
-----------------------------------------------------------------
Carter Dougherty, writing for Bloomberg News, reported that banks
and payment networks are pressing state lawmakers to bar retailers
from charging customers more to pay with credit cards than with
debit cards or cash.

According to the report, the laws' supporters say they are trying
to protect consumers from unfair costs when they make purchases
with credit cards. Utah has already passed a law banning such
surcharges, and New Jersey may follow suit. In all, about 20 state
legislatures are weighing legislation related to payment cards,
according to the American Bankers Association.

The move for state laws is an extension of a decade-long fight
between retailers including Home Depot Inc., Wal-Mart Stores Inc.,
and Target Corp., and members of the payments industry, including
JPMorgan Chase & Co., the biggest U.S. credit-card lender, and
Visa Inc. and Mastercard Inc., the largest networks, over "swipe"
fees for debit and credit cards, the report related. Because
retailers generally have to pay more to banks when their customers
use credit cards than when they buy with debit cards, the banks
are trying to prevent stores from steering buyers to debit
transactions.

At stake is an estimated $40 billion that banks take in each year
from credit-card swipe fees, according to Madeline Aufseeser, a
senior analyst with Boston-based consultancy Aite Group LLC.
Banking groups say the push for state laws isn't a coordinated
campaign by the industry, the report said. Instead, Trish Wexler,
a spokeswoman for the Electronic Payments Coalition, a trade group
for card issuers and networks, describes it as an "organic"
process of bills arising in states at the same time.


* U.S. Banks May Face Two Ratios as FDIC Sets Capital Vote
----------------------------------------------------------
Jesse Hamilton & Yalman Onaran, writing for Bloomberg Law,
reported that the biggest U.S. banks including JPMorgan Chase &
Co. and Citigroup Inc. may face tougher capital standards than
global peers under a plan set for a vote by the Federal Deposit
Insurance Corp.

According to the report, the agency could set leverage ratios of 5
percent and 6 percent, one for parent companies and another for
their U.S.-backed lending units, said a person with knowledge of
the plans. That would be as much as twice the international
standard of 3 percent. The person, who asked for anonymity ahead
of the vote, didn't specify which rate would apply to which
entity.

The U.S. plan would go beyond rules approved in 2010 by the 27-
nation Basel Committee on Banking Supervision to prevent a repeat
of the 2008 financial crisis, the report said. The changes would
make lenders keep more funds as a buffer against losses, which
bankers say could mean lower profits and more asset sales.

"As the economy starts to move, it'll bite," said Ernest Patrikis,
a former Federal Reserve Bank of New York general counsel and now
partner at White & Case LLP, the report related.  A higher floor
will "make the U.S. banks a little less competitive, a little less
profitable," Patrikis said.

The leverage ratio measures capital as a flat percentage of
assets, eschewing formulas that let banks hold less capital for
assets deemed less risky, the report said.  The Basel panel added
the leverage ratio to buttress bank safety, and U.S. regulators
must sign off before Basel's decree applies to domestic lenders.
While the Federal Reserve adopted the international standard last
week, Fed Governor Daniel Tarullo said 3 percent is too low and
that a U.S. boost was close to being proposed.


* Hometown Bankruptcy Lawyer to Become Judge in Las Vegas
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Las Vegas bankruptcy lawyer Laurel E. Davis has been
named to fill one of the two vacancies on the U.S. Bankruptcy
Court in her hometown.

According to the report, the vacancies are being created because
Bankruptcy Judge Linda B. Riegel is going on so-called recall
status while Bankruptcy Judge Bruce Markell is leaving the bench
this month to become the Jeffrey Stoops Professor of Law at
Florida State University.

The report discloses that Atty. Davis will take the oath of office
in a public ceremony on July 12.  She is a director in the Las
Vegas office of the firm Fennemore Craig PC.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re John Lupypciw
   Bankr. D. Ariz. Case No. 13-11313
      Chapter 11 Petition filed July 1, 2013

In re Wally Shaw
   Bankr. E.D. Ark. Case No. 13-13762
      Chapter 11 Petition filed July 1, 2013

In re Carmen Hercules
   Bankr. C.D. Cal. Case No. 13-26995
      Chapter 11 Petition filed July 1, 2013

In re Scott Tortorici
   Bankr. D. Conn. Case No. 13-51036
      Chapter 11 Petition filed July 1, 2013

In re SoNo Market Place, LLC
   Bankr. D. Conn. Case No. 13-51034
     Chapter 11 Petition filed July 1, 2013
         See http://bankrupt.com/misc/ctb13-51034.pdf
         represented by: James M. Nugent, Esq.
                         Harlow, Adams, and Friedman
                         E-mail: jmn@quidproquo.com

In re Ford and Banks Enterprises, Inc.
        aka Ford & Banks Enterprises, Inc.
          dba Building Blocks
   Bankr. M.D. Ga. Case No. 13-30837
     Chapter 11 Petition filed July 1, 2013
         See http://bankrupt.com/misc/gamb13-30837.pdf
         represented by: Ernest V. Harris, Esq.
                         Harris & Liken, LLP
                         E-mail: eharris@harrisliken.com

In re 8185 Industrial Place, LLC
   Bankr. N.D. Ga. Case No. 13-21881
     Chapter 11 Petition filed July 1, 2013
         See http://bankrupt.com/misc/ganb13-21881.pdf
         represented by: Michael B. Weinstein, Esq.
                         MBW Law, LLC

In re Billy Temples
   Bankr. N.D. Ga. Case No. 13-41894
      Chapter 11 Petition filed July 1, 2013

In re Dels Service LLC
   Bankr. N.D. Ga. Case No. 13-64584
     Chapter 11 Petition filed July 1, 2013
         See http://bankrupt.com/misc/ganb13-64584.pdf
         represented by: Leonard R. Medley, III, Esq.
                         Medley & Kosakoski, LLC
                         E-mail: leonard@mkalaw.com

In re DN Ralston Real Estate Family Limited Partnership
   Bankr. N.D. Ga. Case No. 13-21873
     Chapter 11 Petition filed July 1, 2013
         See http://bankrupt.com/misc/ganb13-21873.pdf
         represented by: David R. Trippe, Esq.
                         E-mail: drtatlaw2004@yahoo.com

In re Dorothy Ralston
   Bankr. N.D. Ga. Case No. 13-21872
      Chapter 11 Petition filed July 1, 2013

In re Elizabeth Porter
   Bankr. N.D. Ga. Case No. 13-64606
      Chapter 11 Petition filed July 1, 2013

In re Gary Temples
   Bankr. N.D. Ga. Case No. 13-41895
      Chapter 11 Petition filed July 1, 2013

In re Thomas Chae
   Bankr. N.D. Ga. Case No. 13-64608
      Chapter 11 Petition filed July 1, 2013

In re Hinson Rentals, LLC
   Bankr. S.D. Ga. Case No. 13-20729
     Chapter 11 Petition filed July 1, 2013
         See http://bankrupt.com/misc/gasb13-20729p.pdf
         See http://bankrupt.com/misc/gasb13-20729c.pdf
         represented by: Amanda Fordham Williams, Esq.
                         E-mail: eamandawilliams@gmail.com

In re Danielle's Series--5555 S. Brunner, LLC
   Bankr. N.D. Ill. Case No. 13-26817
     Chapter 11 Petition filed July 1, 2013
         See http://bankrupt.com/misc/ilnb13-26817.pdf
         represented by: Ben L. Schneider, Esq.
                         Schneider & Stone
                         E-mail: ben@windycitylawgroup.com

In re Mary Sopcic
   Bankr. N.D. Ill. Case No. 13-26875
      Chapter 11 Petition filed July 1, 2013

In re Dennis Cohlmia
   Bankr. D. Kans. Case No. 13-11694
      Chapter 11 Petition filed July 1, 2013

In re New England Brace Company
   Bankr. D.N.H. Case No. 13-11701
     Chapter 11 Petition filed July 1, 2013
         See http://bankrupt.com/misc/nhb13-11701p.pdf
         See http://bankrupt.com/misc/nhb13-11701c.pdf
         represented by: Herbert Weinberg, Esq.
                         Rosenberg and Weinberg
                         E-mail: hweinberg@jrhwlaw.com

In re Joseph Maurio
   Bankr. D.N.J. Case No. 13-24604
      Chapter 11 Petition filed July 1, 2013

In re Anthony Martucci
   Bankr. S.D.N.Y. Case No. 13-12180
      Chapter 11 Petition filed July 1, 2013

In re Imaging Medical Solutions, Inc.
   Bankr. S.D.N.Y. Case No. 13-12187
     Chapter 11 Petition filed July 1, 2013
         See http://bankrupt.com/misc/nysb13-12187.pdf
         represented by: Adam David Senior, Esq.
                         SeniorCounsel
                         E-mail: asenior@seniorcounsel.com

In re Narkim, Inc.
   Bankr. S.D.N.Y. Case No. 13-12168
     Chapter 11 Petition filed July 1, 2013
         See http://bankrupt.com/misc/nysb13-12168.pdf
         represented by: Michael Anthony Huerta, Esq.
                         Huerta PLLC
                         E-mail: michael@huertapllc.com

In re Jerris McPhail
   Bankr. E.D.N.C. Case No. 13-4110
      Chapter 11 Petition filed July 1, 2013

In re Tuner Realty Co, Inc.
   Bankr. E.D.N.C. Case No. 13-04093
     Chapter 11 Petition filed July 1, 2013
         Filed pro se

In re Francis Piller
   Bankr. E.D. Pa. Case No. 13-15835
      Chapter 11 Petition filed July 1, 2013

In re William Suddarth
   Bankr. M.D. Tenn. Case No. 13-5723
      Chapter 11 Petition filed July 1, 2013

In re Yablon Properties, Ltd
   Bankr. E.D. Tex. Case No. 13-41641
     Chapter 11 Petition filed July 1, 2013
         See http://bankrupt.com/misc/txeb13-41641.pdf
         represented by: Gerrit M. Pronske, Esq.
                         Pronske & Patel, P.C.
                         E-mail: gpronske@pronskepatel.com

In re James Arrigan
   Bankr. N.D. Tex. Case No. 13-43082
      Chapter 11 Petition filed July 1, 2013

In re Omar's Inv. Group Inc.
   Bankr. N.D. Tex. Case No. 13-33353
     Chapter 11 Petition filed July 1, 2013
         See http://bankrupt.com/misc/txnb13-33353.pdf
         represented by: John J. Gitlin, Esq.
                         Law Offices of John Gitlin
                         E-mail: johngitlin@gmail.com

In re Tomas Reyes
   Bankr. N.D. Tex. Case No. 13-33357
      Chapter 11 Petition filed July 1, 2013

In re Francis DeLape
   Bankr. S.D. Tex. Case No. 13-34114
      Chapter 11 Petition filed July 1, 2013

In re Service Stop, LP
   Bankr. S.D. Tex. Case No. 13-50126
     Chapter 11 Petition filed July 1, 2013
         See http://bankrupt.com/misc/txsb13-50126.pdf
         represented by: Carl Michael Barto, Esq.
                         Law Office of Carl M. Barto
                         E-mail: cmblaw@netscorp.net

In re Thy Choi Family, LLC
        dba Kum Kang San Grill and Sushi Buffet
   Bankr. W.D. Wash. Case No. 13-16129
     Chapter 11 Petition filed July 1, 2013
         See http://bankrupt.com/misc/wawb13-16129.pdf
         represented by: Larry B. Feinstein, Esq.
                         Vortman & Feinstein
                         E-mail: feinstein2010@gmail.com
In re Jimmy Kennedy
   Bankr. D. Ariz. Case No. 13-11413
      Chapter 11 Petition filed July 2, 2013

In re Jose Salazar
   Bankr. C.D. Cal. Case No. 13-27129
      Chapter 11 Petition filed July 2, 2013

In re Cole's Water Ice LLC
   Bankr. N.D. Ga. Case No. 13-64619
     Chapter 11 Petition filed July 2, 2013
         See http://bankrupt.com/misc/ganb13-64619.pdf
         represented by: Kevin J. Cowart, Esq.
                         THE COWART LAW FIRM, P.C.
                         E-mail: kevinjcowart@gmail.com

In re Scott River 71, LLC
   Bankr. N.D. Ga. Case No. 13-64667
     Chapter 11 Petition filed July 2, 2013
         Filed as Pro Se

In re Willie Johnson
   Bankr. N.D. Ga. Case No. 13-64730
      Chapter 11 Petition filed July 2, 2013

In re Parkland V, LLC
   Bankr. N.D. Ill. Case No. 13-27098
     Chapter 11 Petition filed July 2, 2013
         See http://bankrupt.com/misc/ilnb13-27098.pdf
         represented by: Michael V. Ohlman, Esq.
                         MICHAEL V. OHLMAN, P.C.
                         E-mail: mvohlman@ohlmanlaw.com

In re ZYZZX
   Bankr. D. Nev. Case No. 13-15820
     Chapter 11 Petition filed July 2, 2013
         See http://bankrupt.com/misc/nvb13-15820.pdf
         represented by: Kerry P. Faughnan, Esq.
                         LAW OFFICES OF KERRY P. FAUGHNAN
                         E-mail: kerry.faughnan@gmail.com

In re Empresas Colon Alicea Inc.
   Bankr. D. P.R. Case No. 13-05496
     Chapter 11 Petition filed July 2, 2013
         See http://bankrupt.com/misc/prb13-05496.pdf
         represented by: Isabel M. Fullana, Esq.
                         GARCIA ARREGUI & FULLANA, PSC
                         E-mail: isabelfullana@gmail.com

In re Ibis Rivera Santos
   Bankr. D. P.R. Case No. 13-05521
      Chapter 11 Petition filed July 2, 2013

In re Robert McKinney
   Bankr. W.D. Ark. Case No. 13-72349
      Chapter 11 Petition filed July 3, 2013

In re Christopher Diener
   Bankr. C.D. Cal. Case No. 13-15754
      Chapter 11 Petition filed July 3, 2013

In re Pacific Kai Restraurant Group Inc
        aka Pacific Kai Restraurant Group Inc a Nevada Corp
   Bankr. C.D. Cal. Case No. 13-14451
     Chapter 11 Petition filed July 3, 2013
         See http://bankrupt.com/misc/cacb13-14451.pdf
         Filed pro se

In re S&P Properties, LLC
   Bankr. N.D. Cal. Case No. 13-53619
     Chapter 11 Petition filed July 3, 2013
         See http://bankrupt.com/misc/canb13-53619.pdf
         Filed pro se

In re  William's Big Boy Plumbing, Inc.
   Bankr. M.D. Fla. Case No. 13-04146
     Chapter 11 Petition filed July 3, 2013
         See http://bankrupt.com/misc/flmb13-4146p.pdf
         See http://bankrupt.com/misc/flmb13-4146c.pdf
         represented by: Jason A. Burgess, Esq.
                         The Law Offices of Jason A. Burgess, LLC
                         E-mail: jason@jasonaburgess.com

In re Douglas Kelley
   Bankr. S.D. Fla. Case No. 13-25845
      Chapter 11 Petition filed July 3, 2013

In re Benjamin Barton
   Bankr. S.D. Ga. Case No. 13-11201
      Chapter 11 Petition filed July 3, 2013

In re Hamid Mojtahedi
   Bankr. N.D. Ind. Case No. 13-12046
      Chapter 11 Petition filed July 3, 2013

In re Reginald Sharpe
   Bankr. E.D. Mich. Case No. 13-53110
      Chapter 11 Petition filed July 3, 2013

In re Anthony Diaz
   Bankr. D. Nev. Case No. 13-15881
      Chapter 11 Petition filed July 3, 2013

In re JB Culinary Enterprises, Inc.
   Bankr. W.D. Pa. Case No. 13-22872
     Chapter 11 Petition filed July 3, 2013
         See http://bankrupt.com/misc/pawb13-22872.pdf
         represented by: Ronald B. Roteman, Esq.
                         The Stonechipher Law Firm
                         E-mail: rroteman@stonecipherlaw.com

In re Jaime G Vilaro Colon
   Bankr. D.P.R. Case No. 13-5545
      Chapter 11 Petition filed July 3, 2013

In re Champion International, LLC
   Bankr. N.D. Tex. Case No. 13-33430
     Chapter 11 Petition filed July 3, 2013
         See http://bankrupt.com/misc/txnb13-33430.pdf
         represented by: Eric A. Liepins, Esq.
                         Eric A. Liepins, P.C.
                         E-mail: eric@ealpc.com

In re Tootie Pie Company, Inc.
        dba Tootie Pie Gourmet Caf‚
   Bankr. W.D. Tex. Case No. 13-51808
     Chapter 11 Petition filed July 3, 2013
         See http://bankrupt.com/misc/txwb13-51808.pdf
         represented by: Ronald J. Smeberg, Esq.
                         The Smeberg Law Firm, PLLC
                         E-mail: ron@smeberg.com

In re Young Oh
   Bankr. W.D. Wash. Case No. 13-16187
      Chapter 11 Petition filed July 3, 2013



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez,
Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl
Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
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