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         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, July 12, 2013, Vol. 17, No. 191

                            Headlines

1617 WESTCLIFF: July 15 Hearing on Wells Fargo Bid for Stay Relief
216 EAST: Employs Glen Belush as Accountants
ALLY FINANCIAL: Updates 2012 Financial Statements
AMERICA WEST: CEO, President and CRO Resign
AMERICAN AIRLINES: Consolidated Traffic Increased 2.4% in June

AMERICAN AIRLINES: Extends Early Tender Date for Securities
AMERICAN APPAREL: Comparable Sales for June 2013 Increased 7%
AMERICAN APPAREL: Gets $15MM Add'l Commitment Under Credit Pact
AMES DEPARTMENT: Files First Amended Plan & Disclosure Statement
APEX ELECTRICAL: Voluntary Chapter 11 Case Summary

ATLS ACQUISITION: Liberty Healthcare-Nevada Files Schedules
ATLS ACQUISITION: Liberty Medical Supply Files Schedules
BARTON'S LAUNDRY: Case Summary & 6 Unsecured Creditors
BEN ENNIS: Court Confirms Liquidation Plan
BERRY PLASTICS: Has 15 Million Shares Resale Prospectus

BLUE NOTE: Cartier Inks Acquisition Deal for Unit's Properties
BLUEJAY PROPERTIES: Banks Want TICC Removed as Asset Manager
BLUEJAY PROPERTIES: July 23 Hearing on Loan Participants' Panel
BLUEJAY PROPERTIES: Balks at Motion to Declare Contingency Failure
BLUEJAY PROPERTIES: Banks Dispute Bid for Exclusivity Extension

CAMARILLO PLAZA: Court Won't Hold Confirmation Hearing in July
CBS I: Wants Disclosure Statement Hearing Moved to July 31
CBS I: Seeks Authority to Employ Larson & Zirzow as Counsel
CENTRAL EUROPEAN: Common Stock Delisted From NASDAQ
CLEARWIRE CORP: S&P Raises Corporate Credit Rating to 'BB-'

CLUB AT SHENANDOAH: Cash Collateral Hearing Continued to Aug. 20
CLUB AT SHENANDOAH: Seeks Extension of Exclusive Periods
COASTAL CONDOS: US Trustee Unable to Appoint Creditors' Committee
COASTAL CONDOS: Court Sets Aug. 1 Plan Outline Hearing
COASTAL CONDOS: Can Hire Henderson/Softness Law Firms as Counsel

COASTAL CONDOS: Has Final OK to Hire A. Huffman as Accountants
COMMONWEALTH GROUP: PNC Bank Disputes Plan Confirmation
COMMUNITY WEST: Had $1.4 Million Debenture Balance as of July 1
CONNECTICUT TRADE: Case Summary & 15 Largest Unsecured Creditors
D & L ENERGY: Wants to Hire S&G Parkland as Financial Advisor

DAIRY ROAD: Case Summary & 7 Unsecured Creditors
DALLAS ROADSTER: Can Hire Dr. K. Lehrer as Economic Damage Analyst
DALLAS ROADSTER: Asks Court to Extend Confirmation Deadline
DALLAS ROADSTER: Can Hire Roger Sanders as Economic Damage Analyst
DBK INVESTMENTS: George L. Lemon Approved as Bankruptcy Counsel

DBK INVESTMENTS: Sept. 25 Set as Claim Bar Date
DIALOGIC INC: Common Stock Delisted From NASDAQ
DIMMIT CORN: Court Okays Agreed Order Dismissing Ch. 11 Case
DUMA ENERGY: Begins Gravity Magnetics Survey in Namibia, Africa
DUTCH LAKE KNOLL: Can't Appeal From Order Denying Sale

EMPIRE PLAZA: Case Summary & 14 Unsecured Creditors
EMPRESAS OMAJEDE: Has Until July 10 to File Plan and Disclosures
EN ACCION: Case Summary & 11 Unsecured Creditors
ENERGY CONVERSION: Suit v. Ontility Referred to District Court
ESTATE FINANCIAL: Susi & Gura Okayed as Trustee's Special Counsel

EXCEL MARITIME: Robertson Seeks Court Aid to Question
FINJAN HOLDINGS: Unit Files Patent Infringement Suit vs. FireEye
FIRST BANKS: Chief Credit Officer to Retire
FIRST DATA: Appoints Guy Chiarello as President
FIVE RIVERS PETROLEUM: Court Won't Reinstate Automatic Stay

FREESEAS INC: Re-Files 2012 Annual Report to Revise Disclosures
GENEX SERVICES: Moody's Assigns 'B2' CFR; Outlook Stable
GENEX SERVICES: S&P Assigns 'B' CCR; Outlook Stable
GREEKTOWN HOLDINGS: Court Dismisses Gatzaros Suit v. Tribe
GREGORY WOOD: Robertson & Foley Approved as Investment Banker

GUIDED THERAPEUTICS: Corrects Report on Amended PMA Application
HALLWOOD GROUP: $940K Available Borrowings Under HFL Loan in Q3
HD SUPPLY: Files Certificate of Amendment with State Secretary
HEMISPHERE MEDIA: S&P Assigns Prelim. 'B' Corporate Credit Rating
HERON LAKE: Amends Existing Agreements with Gavilon

HI-WAY EQUIPMENT: Has Green Light to Hire CRO and CFO
HI-WAY EQUIPMENT: Gardere Wynne Approved as Bankruptcy Counsel
HI-WAY EQUIPMENT: Has Final OK for UpShot as Claims Agent
HI-WAY EQUIPMENT: U.S. Trustee Forms Three-Member Creditors Panel
HILLTOP FARMS: Plan Solicitation Period Extended Until Aug. 30

HILLTOP FARMS: Can Use FB&T Cash Collateral Until Sept. 30
IEC ELECTRONICS: Regains NYSE MKT Listing Compliance
IGPS COMPANY: Court Okays Fox Rothschild as Co-Counsel
IGPS COMPANY: Has Nod to Hire Houlihan Lokey as Investment Banker
IGPS COMPANY: Committee Hires McKenna Long as Counsel

INTERSTATE PROPERTIES: ANICO Objects to Motion to Dismiss
IVENS PROPERTIES: Case Summary & 3 Unsecured Creditors
KIT DIGITAL: Equity Committee Seek Rejection of Exit Plan
KNOWLEDGE UNIVERSE: Moody's Affirms 'B3' CFR & Stable Outlook
L & T MACHINING: Jet Parts Supplier Fails to Emerge From Ch.11

LINDSAY GENERAL: Has Interim Authority to Use Cash Collateral
MADISON DEARBORN: Moody's Keeps Ratings Over Multi-Packaging Deal
MEDIA GENERAL: S&P Raises CCR to 'B+'; Outlook Stable
MERISEL INC: Further Amends Schedule 13E-3 Transaction Statement
MILESTONE SCIENTIFIC: Tri-anim to Distribute Injection Technology

MOBIVITY HOLDINGS: J. Porter Held 14.2% Equity Stake at June 17
MORGAN'S FOODS: Reports First Quarter Fiscal 2014 Results
MORGAN'S FOODS: Terminates "Poison Pill" Plan
MPG OFFICE: Enters Into MoU to Settle Brookfield Acquisition Suit
MSI CORP: Wants to Employ Albert's Capital Services as CRO

MSI CORP: Wants to Employ Geary & Loperfito as Special Counsel
NEW TRIDENT: Moody's Assigns 'B1' Rating to New $415MM Term Loan
NORTEL NETWORKS: Judge Gross Appoints Fee Examiner
ONE CALL: S&P Affirms 'B' Corporate Credit Rating; Outlook Stable
PREMIER PAVING: Files 2nd Amended Plan & Disclosure Statement

PROMOTORA DE INFORMACIONES: Mulls Bankruptcy in the U.S.
QBEX ELECTRONICS: Hiring Techos Inmobiliaria as Real Estate Agent
QUALTEQ INC: Frontline & Cedar Acquire La Salle Drive Property
QUANTUM CORP: Names B. Britts as SVP, Worldwide Sales & Marketing
QUIKSILVER INC: Moody's Rates Proposed $250MM Notes Offer 'B2'

QUIKSILVER INC: S&P Affirms 'B-' CCR; Outlook Negative
RADIAN GROUP: Unit Adds Three Mortgage Veterans to Salesforce
RAILWORKS CORP: Trustee's Clawback Suit Against CPG Reinstated
READER'S DIGEST: Shakes Up Its North American Business
REVEL AC: Slot Market Share Growth Up 16% in June 2013

ROSELAND VILLAGE: Court Sets 3-Day Confirmation Hearing in October
SANUWAVE HEALTH: Amends 10.9 Million Units Prospectus
SHOTWELL LANDFILL: Hiring ELM Site Solutions as Engineer
SHUBH HOTELS PITTSBURGH: CP&D President Can't Intervene in Suit
SPENDSMART PAYMENTS: Extends Tender Offer Expiration to July 15

SPRINGMORE II: U.S. Trustee Unable to Appoint Creditors' Committee
SPRINT NEXTEL: Completes Acquisition of Clearwire
SPRINT NEXTEL: S&P Raises CCR to 'BB-'; Outlook Stable
SPRINT NEXTEL: Owns 100% of Clearwire Class A Common Shares
SPRINT NEXTEL: BlackRock Held 4.7% Equity Stake at June 28

SUPERCLUB IBIZA: Case Summary & 15 Largest Unsecured Creditors
TITLEMAX FINANCE: S&P Assigns 'B+' Rating to $500MM Secured Notes
TMX FINANCE: New Senior Notes Issuance Gets Moody's B3 Rating
TRIBUNE CO: S&P Retains 'BB-' CCR on CreditWatch Negative
TRILOGY INT'L: Good Performance Triggers Moody's Outlook Revision

TWN INVESTMENT: Nguyen and Huynh Step Down From Committee
UNI-PIXEL INC: NY Class Action Complaint Voluntarily Dismissed
UNITED AMERICAN: Dove Foundation Had 13% Equity Stake at June 25
UNITED GILSONITE: Court OKs March 2014 Extension of DIP Financing
UPH HOLDINGS: Tamarack Associates Approved as Financial Advisor

VALENCE TECHNOLOGY: May Employ Armanino McKenna as Appraiser
VILLAGE AT NIPOMO: Case Transfer OK'd, Joint Administration Denied
VINTAGE CONDOMINIUMS: No Unsecured Creditors Committee Formed
VITERA HEALTHCARE: S&P Withdraws 'B' Corporate Credit Rating
WATERFRONT OFFICE: DG Hyp Opposes Extension of Exclusivity Periods

WATERFRONT OFFICE: Final Hearing on Use of DG Hyp Cash on July 16
WATERFRONT OFFICE: DG Hyp Objects to Amended Disclosure Statement
WOONSOCKET, RI: Fitch Affirms 'B' Rating on $115MM GO Bonds Rating
WORLD IMPORTS: Voluntary Chapter 11 Case Summary
WOUND MANAGEMENT: Inks Distributor Agreement with Academy Medical

XTREME IRON: Mitchell Law Firm Withdraws as Bankruptcy Counsel
XZERES CORP: Buys Southwest Windpower's Skystream Product Line

* Moody's Notes Improved Covenant Quality in June 2013
* U.S. Foreclosure Activity Down 14% in June, RealtyTrac Says

* Former Judge Raymond T. Lyons Joins Fox Rothschild

* BOOK REVIEW: The Luckiest Guy in the World

                            *********

1617 WESTCLIFF: July 15 Hearing on Wells Fargo Bid for Stay Relief
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will convene a hearing on July 15, 2013, at 9 a.m., to consider a
motion for relief from the automatic stay in the Chapter 11 case
of 1617 Westcliff, LLC.  Creditor Wells Fargo Bank, N.A., as
trustee for the Registered Holders of Credit Suisse First Boston
Mortgage Securities Corp., Commercial Mortgage Pass-Through
Certificates, Series 2004-C3, has requested for the relief.

                       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.

The Debtor has filed a plan of liquidation and disclosure
statement dated July 1, 2013.  Through the Plan, the Debtor seeks
to accomplish payment of creditors in full by reorganizing its
personal assets and liabilities through the sale of its only
substantial asset, a commercial real property commonly known as
1617 Westcliff Drive, in Newport Beach, California.


216 EAST: Employs Glen Belush as Accountants
--------------------------------------------
261 East 78 Realty Corporation sought and obtained authority from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Glen Belush Certified Public Accountants, LLC, as its
accountants, nunc pro tunc, as of May 1, 2013, to perform
necessary accounting services, including, but not limited to,
conducting a New York State real estate rental property activity
audit, preparation of operating reports, preparation of Federal
and State tax filings and other accounting information as is
necessary for the successful prosecution of the Debtor's Chapter
11 case.

The Debtor's counsel, Jonathan S. Pasternak, Esq., at Delbello
Donnellan Weingartern Wise & Wiederkehr, LLP, in White Plains, New
York, assured the Court that Belush is disinterested within the
meaning of Section 101(14) of the Bankruptcy Code.  Belush did not
render services to the Debtor prepetition and is not a prepetition
creditor of the Debtor.  Thus, Belush holds no interests adverse
to the Debtor's estate, Mr. Pasternak said.

The Debtor is also represented by Erica Feynman Aisner, Esq., at
Delbello Donnellan Weingartern Wise & Wiederkehr, LLP, in White
Plains, New York.

                          About 261 East

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

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


ALLY FINANCIAL: Updates 2012 Financial Statements
-------------------------------------------------
Ally Financial Inc. has updated the historical consolidated
financial statements and Management's Discussion and Analysis
included in the Company's annual report on Form 10-K for the year
ended Dec. 31, 2012.  Historical information was updated for
discontinued operations and to reflect the adoption of Disclosures
about Offsetting Assets and Liabilities (Accounting Standards
Update (ASU) 2011-11 and ASU 2013-01).  A copy of the revised and
updated financial information available at http://is.gd/yfikKG

                     Discontinued Operations

During the three months ended March 31, 2012, the operations of
Residential Capital, LLC, were classified as discontinued.  In
accordance with generally accepted accounting principles, revenues
and expenses associated with ResCap have been classified as
discontinued operations for all periods presented in the Company's
quarterly report on Form 10-Q for the period ended March 31, 2013,
that was filed with the Securities and Exchange Commission on
May 1, 2013.

Under SEC regulations, the same discontinued classification is
also required for previously issued financial statements for each
of the years presented in the Company's 2012 annual report on Form
10-K, even though the financial statements relate to periods prior
to the discontinued classification.  This reclassification has no
effect on the Company's reported net income for any reporting
period.

                      Amends Form S-1 Prospectus

Ally Financial has filed an amendment no. 8 to the Form S-1
registration statement relating to the offering of an undetermined
number of shares of common stock of Ally by the U.S. Department of
Treasury.  Ally will not receive any of the proceeds from the sale
of shares of common stock by the Treasury.  The Company has
applied to list its common stock on the NYSE under the symbol
"ALLY."  A copy of the amended prospectus is available for free at
http://is.gd/K7q4CQ

                        About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

The Company's balance sheet at Dec. 31, 2012, showed
$182.34 billion in total assets, $162.44 billion in total
liabilities, and $19.89 billion in total equity.  Ally Financial
Inc. reported net income of $1.19 billion for the year ended
Dec. 31, 2012, as compared with a net loss of $157 million during
the prior year.

                           *     *     *

As reported by the TCR on Feb. 27, 2013, Moody's Investors Service
confirmed the B1 corporate family and senior unsecured ratings of
Ally Financial, Inc. and supported subsidiaries and assigned a
positive rating outlook.

In February 2012, Fitch Ratings downgraded the long-term Issuer
Default Rating (IDR) and the senior unsecured debt rating of Ally
Financial and its subsidiaries to 'BB-' from 'BB'.  The Rating
Outlook is Negative.  The downgrade primarily reflects
deteriorating operating trends in ResCap, which has continued to
be a drag on Ally's consolidated credit profile, as well as
exposure to contingent mortgage-related rep and warranty and
litigation issues tied to ResCap, which could potentially impact
Ally's capital and liquidity levels.  In the Feb. 13, 2013,
edition of the TCR, Fitch Ratings has maintained the Rating Watch
Negative on Ally Financial Inc. including the Long-term IDR 'BB-'.

As reported by the Troubled Company Reporter on May 22, 2012,
Standard & Poor's Ratings Services revised its outlook on Ally
Financial Inc. to positive from stable.  At the same time,
Standard & Poor's affirmed its ratings, including its 'B+' long-
term counterparty credit and 'C' short-term ratings, on Ally.
"The outlook revision reflects our view of potentially favorable
implications for Ally's credit profile arising from measures the
company announced May 14, 2012, designed to resolve issues
relating to Residential Capital LLC, Ally's troubled mortgage
subsidiary," said Standard & Poor's credit analyst Tom Connell.

In the May 28, 2012 edition of the TCR, DBRS, Inc., has placed the
ratings of Ally and certain related subsidiaries, including its
Issuer and Long-Term Debt rating of BB (low), Under Review
Developing.  This rating action follows the decision by Ally's
wholly owned mortgage subsidiary, Residential Capital to file a
pre-packaged bankruptcy plan under Chapter 11 of the U.S.
Bankruptcy Code.


AMERICA WEST: CEO, President and CRO Resign
-------------------------------------------
John Chapman resigned from his position as the Chief Restructuring
Officer of America West Resources on June 28, 2013.  On June 27,
2013, Dan R. Baker resigned from his position as a director and as
the Chief Executive Officer and President of America West.  Amanda
Cardinalli resigned from her position as a director of America
West Resources, Inc., on June 27, 2013.

                         About America West

Based in Salt Lake City, Utah, America West Resources Inc. is a
domestic coal producer engaged in the mining of clean and
compliant (low-sulfur) coal.  The majority of the Company's coal
is sold to utility companies for use in the generation of
electricity.

America West Resources and three affiliates sought Chapter 11
protection (Bankr. D. Nev. Case Nos. 13-50201 to 13-50204) on
Feb. 1, 2013, in Reno, Nevada. Nevada Bankruptcy Judge Bruce A.
Markell on Feb. 5, 2013, entered an order transferring the
bankruptcy case from Reno to Las Vegas.

America West disclosed assets of $18.3 million and liabilities of
$35.5 million as of Dec. 31, 2012.

America West has tapped the law firm of Flaster/Greenberg P.C. as
reorganization counsel; the Law Office of Illyssa I. Fogel as
local counsel; and consulting firm CFCC Partners, LLC, as
financial advisor.


AMERICAN AIRLINES: Consolidated Traffic Increased 2.4% in June
--------------------------------------------------------------
AMR Corporation reported June 2013 consolidated revenue and
traffic results for its principal subsidiary, American Airlines,
Inc., and its wholly owned subsidiary, AMR Eagle Holding
Corporation.

June's consolidated passenger revenue per available seat mile
(PRASM) increased an estimated 1.7 percent versus last year, to
14.39 cents/ASM, an all-time record high for any month.

Consolidated capacity and traffic were 2.6 percent and 2.4 percent
higher year-over-year, respectively, resulting in a consolidated
load factor of 86.9 percent, 0.2 points lower versus the same
period last year.

Domestic capacity and traffic were 0.3 percent and 0.5 percent
higher year-over-year, respectively, resulting in a domestic load
factor of 88.8 percent, 0.2 points higher compared to the same
period last year.

International load factor of 85.6 percent was 0.7 points lower
year-over-year, as traffic increased 5.5 percent on 6.4 percent
more capacity.  Among the international entities, the Atlantic
entity recorded the highest load factor of 91.5 percent, an
increase of 0.9 points versus June 2012.

On a consolidated basis, the company boarded 9.6 million
passengers in June.

The Company's detailed results are available for free at:

                        http://is.gd/sNub5x

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: Extends Early Tender Date for Securities
-----------------------------------------------------------
American Airlines, Inc., the principal operating subsidiary of AMR
Corporation, on July 11 announced certain changes to its
previously announced tender offers to purchase for cash any and
all of its 8.625% Class A Pass Through Certificates, Series 2011-
2, its 10.375% Class A Pass Through Certificates, Series 2009-1,
and its 13.0% 2009-2 Secured Notes due 2016.  The offers are made
pursuant to and are subject to the terms and conditions described
in the Offer to Purchase dated as of June 26, 2013 (Offer to
Purchase) and related Letter of Transmittal dated as of June 26,
2013.

American on July 11 disclosed that it has waived the "Second
Circuit Decision Condition" as described in the Offer to Purchase
with respect to each tender offer.

American on July 11 also disclosed that it has extended the Early
Tender Date for each tender offer to 5:00 p.m., EDT, on Friday,
July 12, 2013.  The Early Tender Date was previously 5:00 p.m.,
EDT, on July 10, 2013.  The deadline for withdrawal of tenders of
Securities was 5:00 p.m., EDT, on July 10, 2013 and remains
unchanged.  Securities that have been tendered or that may be
tendered prior to the applicable expiration date pursuant to the
offers therefore may not be withdrawn unless required by
applicable law.

Except as described herein, other terms of the tender offers
remain unchanged.  Holders of Securities should read carefully and
in their entirety the Offer to Purchase and Letter of Transmittal
before deciding whether to tender. No further action is required
to be taken by holders who have already tendered Securities.

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

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN APPAREL: Comparable Sales for June 2013 Increased 7%
-------------------------------------------------------------
American Apparel, Inc., announced preliminary sales for the month
ended June 30, 2013.  On a preliminary basis, total net sales for
June 2013 were $55.9 million, an increase of 7 percent over June
2012.  Comparable sales for June 2013 increased 7 percent,
including a 5 percent increase in comparable store sales in the
retail store channel and a 22 percent increase in net sales in the
online channel.  Wholesale net sales increased 16 percent for the
month.  For the quarter ended June 30, 2013, total net sales
increased 9 percent to $162.2 million, with a 7 percent increase
in comparable sales and a 16 percent increase in wholesale net
sales.

"June represents our 25th consecutive month of positive comparable
store sales growth," said Dov Charney, chairman and chief
executive of American Apparel, Inc.  "I am excited with the 7%
increase in comparable store sales in June, particularly since it
is on top of the 19% increase achieved in June 2012. Likewise, the
16% increase in wholesale net sales is on top of a 7% increase
achieved for the month ended June 30, 2012.  Sales growth was
across a broad range of product categories and demonstrates the
strength of our summer product offering.  Thus far, July sales are
solidly positive in our retail and online channels, and we expect
a meaningful increase in our wholesale net sales this month when
compared to the prior year."

A detailed copy of the press release is available for free at:

                        http://is.gd/7f5iqV

                       About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

The Company incurred a net loss of $37.27 million in 2012, as
compared with a net loss of $39.31 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $326.95 million in total
assets, $349.33 million in total liabilities, and a $22.38 million
total stockholders' deficit.

                           *     *     *

American Apparel carries a Caa1 Corporate Family Rating from
Moody's Investors Service and a 'B-' corporate credit rating from
Standard & Poor's Ratings Services.


AMERICAN APPAREL: Gets $15MM Add'l Commitment Under Credit Pact
---------------------------------------------------------------
American Apparel, Inc., announced a $15 million increase in its
revolving credit facility with Capital One Leverage Finance Corp.
As a part of this transaction, The Bank of Montreal was added as a
loan participant and the total commitment under this facility was
raised to $50 million from $35 million.  The additional commitment
was made under substantially the same terms of the existing
facility.

"We are very pleased with the expansion of our credit facility and
proud to have Capital One and The Bank of Montreal as business
partners.  The expanded facility strengthens our balance sheet and
provides us with greater flexibility to continue investing in our
business and deliver on our 2013 financial targets.  Our business
fundamentals and momentum remain strong, and we are committed to
building long-term shareholder value through financially smart
decisions that drive return on capital," stated Dov Charney,
American Apparel's chairman and chief executive officer.

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

                         http://is.gd/PnL6Er

                       About American Apparel

Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP)
-- http://www.americanapparel.com/-- is a vertically integrated
manufacturer, distributor, and retailer of branded fashion basic
apparel.  As of September 2010, American Apparel employed over
10,000 people and operated 278 retail stores in 20 countries,
including the United States, Canada, Mexico, Brazil, United
Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the
Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan,
South Korea and China.

Amid liquidity problems and declining sales, American Apparel in
early 2011 reportedly tapped law firm Skadden, Arps, Slate,
Meagher & Flom and investment bank Rothschild Inc. for advice on a
restructuring.

In April 2011, American Apparel said it raised $14.9 million in
rescue financing from a group of investors led by Canadian
financier Michael Serruya and private equity firm Delavaco Capital
Corp., allowing the casual clothing retailer to meet obligations
to its lenders for the time being.  Under the deal, the investors
were buying 15.8 million shares of common stock at 90 cents
apiece.  The deal allows the investors to purchase additional
27.4 million shares at the same price.

The Company incurred a net loss of $37.27 million in 2012, as
compared with a net loss of $39.31 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $326.95 million in total
assets, $349.33 million in total liabilities, and a $22.38 million
total stockholders' deficit.

                           *     *     *

American Apparel carries a Caa1 Corporate Family Rating from
Moody's Investors Service and a 'B-' corporate credit rating from
Standard & Poor's Ratings Services.


AMES DEPARTMENT: Files First Amended Plan & Disclosure Statement
----------------------------------------------------------------
Ames Department Stores, et al., filed with the U.S. Bankruptcy
Court for the Southern District of New York a First Amended
Chapter 11 Plan and accompanying Disclosure Statement.

The Plan is a straightforward mechanism for liquidating the
Debtors' Assets.  Under the Plan, an initial Distribution will
occur on the Effective Date or as soon as practicable thereafter
to satisfy Allowed Administrative Claims, Allowed Priority Tax
Claims, Allowed Priority Non-Tax Claims, and Indenture Trustee
Fees.  Additional Distributions will only be made to the holders
of Allowed Note Claims and Allowed General Unsecured Claims if the
Debtors prosecute an insurance litigation involving Lumbermens
Mutual Casualty Co. dba Kemper Insurance Companies to a successful
conclusion or such action is settled on terms that provide the
Debtors with sufficient Available Cash to make a Distribution to
those Claimholders.

In the absence of a successful resolution of the Lumbermens
Action, no Distribution will be made to holders of Allowed Note
Claims and Allowed General Unsecured Claims and the balance of the
Debtors' Assets, once Professional Fee Claims are paid, will be
distributed to one or more reputable charitable organization(s)
pursuant to the Plan.

The Plan provides for the classification and treatment of five
claim classes.  Class 1 Priority Non-Tax Claims will have a 100%
expected recovery.  Class 2 Note Claims and Class 3 Gen. Unsecured
Claims are expected to recover 0-1% on their claims.  Class 4 Sec.
510(b) Claims, Class 5 Intercompany Claims, and Class 6 Equity
Interests are not expected to have any recovery.

The First Amended Disclosure Statement dated June 17, 2013, is
signed by Ames Department Stores President and Chief Wind Down
Officer Roland de Aguiar, a copy of which is available at:

         http://bankrupt.com/misc/AMESDEPT_DSJun17.PDF

                  About Ames Department Stores

Rocky Hill, Connecticut-based Ames Department Stores was founded
in 1958.  At its peak, Ames operated 700 stores in 20 states,
including the Northeast, Upper South, Midwest and the District of
Columbia.  In April 1990, Ames filed for bankruptcy protection
under Chapter 11 of the U.S. Bankruptcy Code.  In Ames I, the
retailer closed 370 stores and emerged from chapter 11 on Dec. 30,
1992.

Ames filed a second bankruptcy petition under Chapter 11 (Bankr.
S.D.N.Y. Case No. 01-42217) on Aug. 20, 2001.  Togut, Segal
& Segal LLP; Weil, Gotshal & Manges; and Storch Amini Munves PC;
Cadwalader, Wickersham & Taft LLP.  When the Company filed for
protection from their creditors, they reported $1,901,573,000 in
assets and $1,558,410,000 in liabilities.  The Company closed all
of its 327 department stores in 2002.


APEX ELECTRICAL: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Apex Electrical Services, LLC
        2215 Island Avenue
        Philadelphia, PA 19142

Bankruptcy Case No.: 13-15927

Chapter 11 Petition Date: July 3, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Stephen Raslavich

Debtor's Counsel: Maggie S. Soboleski, Esq.
                  CENTER CITY LAW OFFICES, LLC
                  2705 Bainbridge Street
                  Philadelphia, PA 19146
                  Tel: (215) 620-2132
                  E-mail: msoboles@yahoo.com

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

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 Janice Hill, president.


ATLS ACQUISITION: Liberty Healthcare-Nevada Files Schedules
-----------------------------------------------------------
Liberty Healthcare Pharmacy of Nevada, an affiliate of ATLS
Acquisition LLC, filed with the U.S. Bankruptcy Court for the
District of Delaware its schedules of assets and liabilities,
disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property                    $0
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                              $40,263,562
  E. Creditors Holding
     Unsecured Priority
     Claims                                                $0
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                                $0
                                 -----------      -----------
        TOTAL                             $0      $40,263,562

A copy of the schedules is available for free at
http://bankrupt.com/misc/LIBERTY_MEDICAL_sal_g.pdf

                     About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

The Debtors have tapped Greenberg Traurig, LLP as counsel; Ernst &
Young LLP to provide investment banking advice; and Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent for the
Clerk of the Bankruptcy Court.


ATLS ACQUISITION: Liberty Medical Supply Files Schedules
--------------------------------------------------------
Liberty Medical Supply, Inc., an affiliate of ATLS Acquisition
LLC, filed with the U.S. Bankruptcy Court for the District of
Delaware its schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property               $13,556,333
  B. Personal Property          $163,673,312
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $40,263,562
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $5,117,531
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $168,044,015
                                  -----------     -----------
        TOTAL                    $177,229,645    $213,425,108

A copy of the schedules is available for free at
http://bankrupt.com/misc/LIBERTY_MEDICAL_sal.pdf

                     About Liberty Medical

Entities that own diabetics supply provider Liberty Medical led by
ATLS Acquisition, LLC, sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10262) on Feb. 15, 2013, just less than
three months after a management buy-out and amid a notice by the
lender who financed the transaction that it's exercising an option
to acquire the business.

Liberty has been in business for 22 years serving the needs of
both type 1 and type 2 diabetic patients.  Liberty is a mail order
provider of diabetes testing supplies. In addition to diabetes
testing supplies, the Debtors also sell insulin pumps and insulin
pump supplies, ostomy, catheter and CPAP supplies and operate a
large mail order pharmacy.  Liberty operates in seven different
locations and has 1,684 employees.

The Debtors have tapped Greenberg Traurig, LLP as counsel; Ernst &
Young LLP to provide investment banking advice; and Epiq
Bankruptcy Solutions, LLC, as claims and noticing agent for the
Clerk of the Bankruptcy Court.


BARTON'S LAUNDRY: Case Summary & 6 Unsecured Creditors
------------------------------------------------------
Debtor: Barton's Laundry Equipment Inc.
        2002 Frank Court
        Augusta, GA 30909-9103

Bankruptcy Case No.: 13-11200

Chapter 11 Petition Date: July 3, 2013

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

Debtor's Counsel: James T. Wilson, Jr., Esq.
                  JAMES T. WILSON, JR., P.C.
                  971 Broad Street, Floor 1, Suite E
                  P.O. Box 2112
                  Augusta, GA 30903
                  Tel: (706) 722-4933
                  Fax: (706) 722-0472
                  E-mail: brooke@jtwilsonlaw.com

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

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

The Company's list of its six largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/gasb13-11200.pdf

The petition was signed by Benjamin H. Barton, president.


BEN ENNIS: Court Confirms Liquidation Plan
------------------------------------------
The Hon. Fredrick Clement confirmed the Plan of Liquidation for
Ben A. Ennis dated Dec. 14, 2012 proposed by Wells Fargo Bank,
N.A.

The Court clarifies that the Plan Administrator will not
distribute any proceeds of any liquidation of the two-thirds
interest in Ennis Commercial Properties Florin Road, LLC claimed
by the Chapter 7 trustees for Pamela and Brian Ennis until the
Trustee's claims against those interest are resolved.

The Plan also does not re-open the deadline for filing unsecured
claims.

The estate's ownership interest in Ennis Commercial Properties,
LLC, will be deemed to have been abandoned prior to the effective
date of the Chapter 11 plan confirmed in ECP's bankruptcy case.

As reported by The Troubled Company Reporter on May 8, 2013, Wells
Fargo filed with the Bankruptcy Court on April 12, 2013 a
disclosure statement for the Dec. 14, 2012 Plan of Liquidation of
Ben Ennis.  Under the Plan, a Plan Administrator will be
appointed to collect all of Ennis's non-exempt assets acquired or
earned before the Plan Effective Date and liquidate all of
Estate's assets that can be productively liquidated.  The Plan
Administrator will take over management of the Estate on the date
the Plan becomes effective.  The maximum term of the Plan is six
years, although Wells Fargo believe the Estate's assets will be
liquidated and the case closed much sooner.  To the extent the
Plan Administrator reasonably determines one or a few of the real
properties cannot be sold profitably, the Plan Administrator has
the right to abandon the property to the secured lender of Ennis.

Unsecured creditors will be paid pro rata from assets of the
Estate remaining after payment of administrative, priority and
secured claims and creation of reserves.

Wells Fargo's secured claim (Class 2.3) with a current principal
balance in the approximate amount of $2,840,198 is secured by a
lien covering multiple parcels of real property, one of which is
owned by ECP and the rest of which are owned by the Estate or
Estate controlled company6ies.  At this time, this Claim is not in
default.  The Plan does not modify or affect the rights of Wells
Fargo.  The Plan Administrator is authorized to pay all payments
required under the loan underlying the Wells Fargo Claim, but will
have the option of not paying any such payments.  Wells Fargo
believes the properties securing its Class 2.3 Claim can be
profitably sold, and that the Plan Administrator will therefore
pay all payments due on its Claim.

Class 3 Unsecured claims, which total approximately $81 million,
are subject to Plan Administrator's rights to file claim
objections.  Wells Fargo estimates that holders of allowed
unsecured claims will receive a distribution in the range of 2.1%
to 6.7% of their Allowed Claims.  Holders of Allowed Class 3
Claims will be paid from Net Remaining Cash pro rata based on the
final Allowed amount of their Class 3 Claims.

Allowed Interests of Ennis against the Estate (Class 4) will not
receive any distributions under the plan, except: (a) property
abandoned to Ennis by the Plan Administrator; and (b)
distributions on account of his exemptions, as more fully
described in the disclosure statement.

A copy of Plan Confirmation Order dated June 27, 2013, as well as
the Dec. 14 Plan of Liquidation, is available at:

  http://bankrupt.com/misc/ENNISComm_PlanConfORDJun27.pdf

Matthew S. Walker, Esq. -- matthew.walker@pillsburylaw.com -- and
M. David Minnick, Esq. -- dminnick@pillsburylaw.com -- at
Pillsbury Winthrop Shaw Pittman, LLP, acts as attorney for Wells
Fargo.

Kenneth N. Russak, Esq., at Frandszel Robins Bloom & Csato, L.C.,
acts as attorney for Citizens Business Bank.

                         About Ben Ennis

Porterville, California-based Ben Ennis, dba Ennis Homes, LLC,
filed its Chapter 11 Petition on Oct. 25, 2010, with Bankruptcy
Case No. 10-62315, before the U.S. Bankruptcy Court Eastern
District of California (Fresno).  Judge Frederick E. Clement
oversees the case.  Elizabeth E. Waldow, Esq., Riley C. Walter,
Esq., and Michael L. Wilhelm, Esq., represent the Debtor as
counsel.

Justin D. Harris, Esq., represents Chapter 11 Trustee Terence J.
Long as counsel.


BERRY PLASTICS: Has 15 Million Shares Resale Prospectus
-------------------------------------------------------
Berry Plastics Group, Inc., registered with the U.S. Securities
and Exchange Commission 15 million shares of common stock for
resale by certain selling stockholders.

The selling stockholders have agreed to allow the underwriters to
purchase up to an additional 2,250,000 shares, at the public
offering price less the underwriting discount, within 30 days from
the date of this prospectus.

The Company will not receive any of the proceeds from the sale of
shares in this offering . The selling stockholders will receive
all of the net proceeds and bear all commissions and discounts, if
any, from the sale of the Company's common stock.

The Company's common stock is listed on the New York Stock
Exchange under the symbol "BERY."  The last reported closing sale
price of our common stock on July 8, 2013, was $22.87 per share.

Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated are acting as representatives of each of the
underwriters.

A copy of the Form S-1 prospectus is available for free at:

                        http://is.gd/740SEo

                       About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P., and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100% of the
capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

The Company's balance sheet at Dec. 29, 2012, showed $5.05 billion
in total assets, $5.36 billion in total liabilities and a $313
million total stockholders' deficit.

                           *     *     *

As reported by the TCR on Feb. 1, 2013, Moody's Investors Service
upgraded the corporate family rating of Berry Plastics to B2 from
B3 and the probability of default rating to B2-PD from B3-PD.  The
upgrade of the corporate family rating to B2 from B3 reflects
the improvement in pro-forma credit metrics and management's
publicly stated goal to pursue a less aggressive, more balanced
financial profile.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.


BLUE NOTE: Cartier Inks Acquisition Deal for Unit's Properties
--------------------------------------------------------------
Cartier Resources Inc. and Blue Note Mining Inc. on July 11
announced the execution of an agreement for the acquisition of the
Chimo and Nova properties, both held by X-Ore Resources Inc., a
wholly-owned subsidiary of Blue Note Mining Inc.

On May 16, 2013, Blue Note disclosed that in connection with a
notice of intention to file a proposal under the Bankruptcy and
Insolvency Act (Canada), PricewaterhouseCoopers Inc. has been
appointed as trustee to assist Blue Note and X-Ore in their
restructuring efforts.  In this context, PWC prepared an
invitation to submit offers.

Cartier's offer submitted to PWC for the purchase of the Chimo and
Nova properties has been accepted.  The agreed purchase price is
$261,000.

The Chimo and Nova properties are contiguous and located 50 km
east of the prolific Val-d'Or gold mining camp, and cover the
Larder Lake-Cadillac Break.  The Chimo property comprises two
mining leases. It is subject to a 1% NSR royalty payable to
IAMGOLD-Quebec Management Inc. and a 2% NSR, subject to certain
conditions, payable to Louvem Mines Inc. (a wholly-owned
subsidiary of Richmont Mines Inc.), as well as 2% of the gross
revenue payable to Chimo Gold Mines Inc.  The Nova property
comprises 38 claims.  It is subject to a 1% NSR royalty payable to
IAMGOLD.

From 1964 to 1997, the Chimo mine produced 379,000 ounces of gold
(MRNF, DV 86-04 to DV 97-01).  Unmined high-grade gold zones have
been documented near the historical workings.  It is important to
note that the Chimo mine closed during a period of low gold
prices.  "Cartier believes that there is good potential for these
reported gold zones to constitute additional resources beyond the
known resource base left behind when the mine closed down," notes
Mr. Philippe Cloutier, President and CEO.  "We are currently
reviewing all previous data to determine the best avenues for
bringing the project to the next level."

A motion for an order authorizing the sale will be heard by the
Superior Court on July 12, 2013.  It is expected that the
acquisition will close on the eleventh (11th) day following
receipt of the vesting order by the Superior Court.

                          About Cartier

The company's objective is to operate a dynamic process which will
allow it to develop and maintain a balanced portfolio of mining
projects ranging from exploration to resource definition,
development and production. Its VISION is to become a mining
producer by developing the company's current and future assets
with a schedule consistent with its human and financial resources
and in accordance with sustainable development practices.

                       About Blue Note Mining

Blue Note Mining -- http://www.bluenotemining.ca/-- is a mineral
exploration and mining company headquartered in Montreal with gold
properties located in the prolific Val d'Or region of Quebec.
Blue Note also holds a significant position in the share capital
of GeoVenCap (GOV.V).


BLUEJAY PROPERTIES: Banks Want TICC Removed as Asset Manager
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas will convene
a hearing on July 22, 2013, at 9:30 a.m., to consider the request
of University National Bank and Bankers' Bank of Kansas to
terminate the engagement of TICC Property Management, LLC as
manager of Bluejay Properties LLC's assets.  They said TICC is not
only an equity holder in the case, it is also a claimant --
suggesting TICC lacks disinterestedness.

The Debtor has objected to the request, contending that the banks
have mistaken the role of the asset manager in the case, and the
rights of Bluejay as Debtor-in-Possession.  According to the
Debtor, the asset manager's role is help place the Debtor's
property on its best footing for the sale to prospective buyers
and to otherwise maintain the asset to its best advantage. The
asset manager on its own has no right to sell the property to
anyone.

In separate filings, Bluejay also asks the Bankruptcy Court to
deny the joint motion of UNB and Banker's Bank to appoint a
Chapter 11 trustee for the Debtor.

UNB and Banker's Bank said the Debtor's dilatory conduct in
consummating a sale has seriously jeopardized the value of the
Debtor's property and impaired all creditors' interest.

Bluejay Properties has hired CBRE, through its individual brokers
Jeff Stingley and Gina Anderson, as broker to assist in selling
the Debtor's apartment complex located in Junction City, Kansas.
The Debtor intends to file a liquidating plan prior to July 19,
2013.

                      About Bluejay Properties

Based in Junction City, Kansas, Bluejay Properties, LLC, doing
business as Quinton Point, filed a bare-bones Chapter 11 petition
(Bankr. D. Kan. Case No. 12-22680) in Kansas City on Sept. 28,
2012.  Bankruptcy Judge Robert D. Berger presides over the case.
Todd A. Luckman, Esq., at Stumbo Hanson, LLP in Topeka.

The Debtor owns the Quinton Point Apartment Complex in Kansas City
valued at $17 million.  The Debtor scheduled liabilities of
$13,112,325.  The petition was signed by Michael L. Thomas of TICC
Prop., managing member.

Bankers' Bank of Kansas, owed approximately $13.08 million, is
represented by Arthur S. Chalmers of Hite, Fanning & Honeyman,
LLP.  The University National Bank, owed approximately
$1.2 million, is represented by Edward J. Nazar of Redmond &
Nazar, L.L.P., and Todd Thompson of Thompson Ramsdell & Qualseth,
P.A.


BLUEJAY PROPERTIES: July 23 Hearing on Loan Participants' Panel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Kansas will convene
a hearing on July 23, 2013, at 9:30 a.m. to consider motions to
(i) direct the U.S. Trustee to appoint a loan participants'
committee; and (ii) compel First Option Bank, Peoples State Bank
and Lyndon State Bank and their counsel to comply with Rule 2019
of the Federal Rules of Bankruptcy Procedure.

The motions were filed by creditors Lyndon State Bank, Peoples
State Bank, First Option Bank, and University National Bank.

                      About Bluejay Properties

Based in Junction City, Kansas, Bluejay Properties, LLC, doing
business as Quinton Point, filed a bare-bones Chapter 11 petition
(Bankr. D. Kan. Case No. 12-22680) in Kansas City on Sept. 28,
2012.  Bankruptcy Judge Robert D. Berger presides over the case.
Todd A. Luckman, Esq., at Stumbo Hanson, LLP in Topeka.

The Debtor owns the Quinton Point Apartment Complex in Kansas City
valued at $17 million.  The Debtor scheduled liabilities of
$13,112,325.  The petition was signed by Michael L. Thomas of TICC
Prop., managing member.

Bankers' Bank of Kansas, owed approximately $13.08 million, is
represented by Arthur S. Chalmers of Hite, Fanning & Honeyman,
LLP.  The University National Bank, owed approximately
$1.2 million, is represented by Edward J. Nazar of Redmond &
Nazar, L.L.P., and Todd Thompson of Thompson Ramsdell & Qualseth,
P.A.


BLUEJAY PROPERTIES: Balks at Motion to Declare Contingency Failure
------------------------------------------------------------------
Blue Jay Properties, LLC, asks the U.S. Bankruptcy Court for the
District of Kansas to deny the joint motion of the University
National Bank and Banker's Bank of Kansas to require closing of a
real estate contract or, in the alternative, to declare failure of
contingency in contract requiring engagement of realtor and
listing of property for sale in the open market.

The Debtor contends that it did not, on its own, terminate any
part of the existing contract as it stands ready, willing and able
to perform on the contract as it was approved by the Court.  The
Debtor said it had a contract that was approved by the Court in
the amount of $16,945,000, and had no contract or no right to
agree to a sale price less than that amount.

In addition, the Debtor had no justifiable reason to reduce the
price so as to enable the Debtor to honestly pursue modification
of the contract before the Court, and the creditors have provided
no authority for the Court to require the Debtor to sell the
property at the lower price.

UNB and BBOK are asking that the Court compel the Debtor to
complete the agreement at $16,215,000 with PMH Acquisition, LLC,
and obtain adequate assurances of performance by PMH to facilitate
a closing on or before July 27, 2013.

UNB and BBOK have been made aware that PMH, as the proposed
purchaser, has sought to renegotiate the agreement with the Debtor
seeking to reduce the purchase price to $16,215,000.  The sum is
$745,000 lesser than the original contract price approved by the
Court.

                      About Bluejay Properties

Based in Junction City, Kansas, Bluejay Properties, LLC, doing
business as Quinton Point, filed a bare-bones Chapter 11 petition
(Bankr. D. Kan. Case No. 12-22680) in Kansas City on Sept. 28,
2012.  Bankruptcy Judge Robert D. Berger presides over the case.
Todd A. Luckman, Esq., at Stumbo Hanson, LLP in Topeka.

The Debtor owns the Quinton Point Apartment Complex in Kansas City
valued at $17 million.  The Debtor scheduled liabilities of
$13,112,325.  The petition was signed by Michael L. Thomas of TICC
Prop., managing member.

Bankers' Bank of Kansas, owed approximately $13.08 million, is
represented by Arthur S. Chalmers of Hite, Fanning & Honeyman,
LLP.  The University National Bank, owed approximately
$1.2 million, is represented by Edward J. Nazar of Redmond &
Nazar, L.L.P., and Todd Thompson of Thompson Ramsdell & Qualseth,
P.A.


BLUEJAY PROPERTIES: Banks Dispute Bid for Exclusivity Extension
---------------------------------------------------------------
Bankers' Bank of Kansas, though Arthur S. Chalmers and Scott M.
Hill of Hite, Fanning & Honeyman, L.L.P., objects to Bluejay
Properties, LLC's second motion for extension of its exclusivity
periods.

According to BBOK, the Debtor's second request is based on the
complexity of pending litigation.  However, BBOK asserts that a
plan could be formulated to facilitate and expedite the
litigation.

Another creditor, The University National Bank, in a separate
objection, stated that the failure of the Debtor to utilize a
listing broker and offer the property to the marketplace, and
instead to only negotiate with one prospective purchaser, has
delayed and postponed an orderly sale of the property.  Denying
the exclusive right to the Debtor will allow creditors and parties
in interest to offer other mechanisms for the timely sale of the
property.

                      About Bluejay Properties

Based in Junction City, Kansas, Bluejay Properties, LLC, doing
business as Quinton Point, filed a bare-bones Chapter 11 petition
(Bankr. D. Kan. Case No. 12-22680) in Kansas City on Sept. 28,
2012.  Bankruptcy Judge Robert D. Berger presides over the case.
Todd A. Luckman, Esq., at Stumbo Hanson, LLP in Topeka.

The Debtor owns the Quinton Point Apartment Complex in Kansas City
valued at $17 million.  The Debtor scheduled liabilities of
$13,112,325.  The petition was signed by Michael L. Thomas of TICC
Prop., managing member.

Bankers' Bank of Kansas, owed approximately $13.08 million, is
represented by Arthur S. Chalmers of Hite, Fanning & Honeyman,
LLP.  The University National Bank, owed approximately
$1.2 million, is represented by Edward J. Nazar of Redmond &
Nazar, L.L.P., and Todd Thompson of Thompson Ramsdell & Qualseth,
P.A.


CAMARILLO PLAZA: Court Won't Hold Confirmation Hearing in July
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
declined to approve a stipulation continuing the confirmation
hearing on Camarillo Plaza LLC's Chapter 11 Plan.

The Court, having considered the stipulation between the Debtor
and Wells Fargo Bank, N.A., as trustee for the registered holders
of Credit Suisse First Boston Mortgage Securities Corp.,
Commercial Mortgage Pass-Through Certificates, Series 2006-C3,
said there are no available dates for plan confirmation until
Sept. 12, 2013.

The stipulation proposes to continue until July 11, 17, or 18,
2013, the June 13 confirmation hearing of Second Amended Chapter
11 Plan because the parties intend to continue discussions to
amend the bidding procedures as to the Plan.

                              The Plan

As reported by the Troubled Company Reporter on May 20, 2013, the
Debtor's Second Amended Chapter 11 Plan provides for the sale of
the Debtor's 74,072-square foot shopping center commonly known as
Camarillo Plaza and the underlying real property located at 1701-
1877 East Daily Drive, Camarillo, California.

Under the Plan, the secured claim of TR Funding ($15,000) will be
paid in full from the proceeds of the sale of the property up to a
maximum amount of $20,000.

General Unsecured Creditors whose claim is $1,000 or less or who
elects to reduce its allowed claim to $1,000 will receive a single
payment equal to 100% of its allowed claim on, or as soon as
practicable after the Effective Date of the Plan.

General Unsecured Creditors holding undisputed and liquidated
claims will be paid 100% of their allowed claims without interest.

The Debtors intend to make payments required under the Plan from
the (i) sale of the property.

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

                       About Camarillo Plaza

Shopping center operator Camarillo Plaza LLC, based in Los
Angeles, California, filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-59637) on Dec. 5, 2011.  Judge Sheri Bluebond
was assigned to the case.  At the Debtor's behest the next day,
the case was transferred to the Northern Division (Bankr. C.D.
Calif. Case No. 11-bk-15562).  The case in the Los Angeles
Division was closed, and Judge Robin Riblet took over from Judge
Bluebond.

The Debtor scheduled assets of $21.6 million and liabilities of
$12.3 million as of the Chapter 11 filing.  Janet A. Lawson, Esq.,
in Ventura County, California, serves as the Debtor's counsel.
The petition was signed by Aaron Arnold Klein, managing partner.

Alan M. Feld, Esq., at Sheppard, Mullin, Richter & Hampton LLP
represent Wells Fargo Bank, N.A.


CBS I: Wants Disclosure Statement Hearing Moved to July 31
----------------------------------------------------------
Debtor CBS I, LLC, and U.S. Bank National Association, as Trustee
for the Registered Holders of Wachovia Bank Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates Series 2006-
C28, ask the U.S. Bankruptcy Court for the District of Nevada to
approve a stipulation continuing to July 31, 2013, at 9:30 a.m.,
the hearing to consider the adequacy of its first amended
disclosure statement.

As reported in the Troubled Company Reporter on Jan. 9, 2013,
under the Plan dated Nov. 14, 2012, the classification and
treatment of claims under the plan are:

     A. Administrative claims and priority tax claims will be paid
        in full in cash on or prior to the Effective Date.

     B. Holders of allowed secured claims of U.S. Bank will
        receive a refinanced secured loan, which will modify the
        U.S. Bank loan to allow Debtor to obtain secondary
        financing on the property of up to $750,000 in the future
        in order to repair, remodel, and make capital improvements
        to the Property.

     C. The holders of U.S. Bank's allowed general unsecured
        deficiency claims will receive payment of 5% of their
        allowed deficiency claim without interest or $99,885.
        This amount will be paid in 60 equal monthly
        payments in the amount of $1,664.75 to begin on the first
        of the month immediately following the Effective Date of
        the Plan.

     D. Holders of other general unsecured claims will receive
        payment of 100% of their claims to be paid in six months
        after entry of the confirmation order with simple interest
        at a rate of 3%.

     E. Insiders who hold unsecured claims will receive no
        payments.

A copy of the Disclosure Statement is available for free at:

          http://bankrupt.com/misc/CBS_I_ds_2amended.pdf

U.S. Bank is represented by Jon T. Pearson, Esq., at BALLARD
SPAHR, LLP, in Las Vegas, Nevada, and Hamid R. Rafatjoo, Esq., at
VENABLE, LLP, in Los Angeles, California.

The Debtor's proposed counsel is Zachariah Larson, Esq., and
Matthew C. Zirzow, Esq., at LARSON & ZIRZOW, in Las Vegas, Nevada.

                           About CBS I, LLC

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

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

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

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

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


CBS I: Seeks Authority to Employ Larson & Zirzow as Counsel
-----------------------------------------------------------
CBS I, LLC, seeks authority from the U.S. Bankruptcy Court for the
District of Nevada to employ Larson & Zirzow, LLC, as its
attorneys, nunc pro tunc to June 1, 2013.

As previously reported, the Debtor employed Marquis Aurbach
Coffing as its general bankruptcy counsel.  During MAC's
retention, Zachariah Larson, Esq. -- zlarson@lalawnv.com -- served
as the primary attorney at MAC responsible for the representation
of the Debtor.  Effective June 1, 2013, however, Mr. Larson
disassociated himself from MAC and formed L&Z.  The Debtor desires
to retain L&Z in place and stead of MAC for the remainder of its
Chapter 11 case.

L&Z will be paid $450 per hour for attorneys, $175 per hour for
law clerks and paralegals, and $70 per hour for legal assistants.
The firm will also be reimbursed for any necessary out-of-pocket
expenses.

Matthew Zirzow, Esq. -- mzirzow@lzlawnv.com -- assures the Court
that his firm is disinterested under Section 101(14) of the
Bankruptcy Code.

A hearing on the employment application will be held on July 24,
2013, at 9:30 AM.

                           About CBS I, LLC

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

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

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

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

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


CENTRAL EUROPEAN: Common Stock Delisted From NASDAQ
---------------------------------------------------
The NASDAQ Stock Market LLC notified the U.S. Securities and
Exchange Commission regarding the removal from listing or
registration of the common stock of Central European Distribution
Corp on NASDAQ.

                             About CEDC

Mt. Laurel, New Jersey-based Central European Distribution
Corporation is one of the world's largest vodka producers and
Central and Eastern Europe's largest integrated spirit beverages
business with its primary operations in Poland, Russia and
Hungary.

On April 7, 2013, CEDC and two subsidiaries sought bankruptcy
protection under Chapter 11 of the Bankruptcy Code (Bankr. D.
Del. Lead Case No. 13-10738) with a prepackaged Chapter 11 plan
that reduces debt by US$665.2 million.

Attorneys at Skadden, Arps, Slate, Meagher & Flom LLP serve as
legal counsel to the Debtor.  Houlihan Lokey is the investment
banker.  Alvarez & Marsal will provide the chief restructuring
officer. GCG Inc. is the claims and notice agent.

The Bankruptcy Court approved the Disclosure Statement and
confirmed the Second Amended and Restated Joint Prepackaged Plan
of Reorganization.  CEDC's Plan, which won approval from the
U.S. Bankruptcy Court for the District of Delaware on May 13,
2013, was declared effective on June 5.


CLEARWIRE CORP: S&P Raises Corporate Credit Rating to 'BB-'
-----------------------------------------------------------
Standard & Poor's Ratings Service raised its corporate credit
rating on Bellevue, Wash.-based wireless network operator
Clearwire Corp. to 'BB-' from 'CCC'.  Clearwire is now a wholly
owned subsidiary of Sprint Nextel Corp.  The current 'BB-' rating
on Clearwire is at the same level as the 'BB-' rating on Sprint.

S&P also raised the issue-level ratings on Clearwire's senior
secured notes to 'BB+', two notches above the corporate credit
rating, from 'CCC', and revised the recovery rating to '1' from
'4'.   The '1' recovery rating reflects S&P's expectation for very
high (90% to 100%) recovery in the event of payment default.  In
addition, S&P raised the issue-level rating on the senior secured
second-lien notes to 'BB+' from 'CC' and revised the recovery
rating to '1' from '6'.

The ratings on Clearwire are removed from CreditWatch, where they
were placed with positive implications on Dec. 13, 2012, following
the announcement that Sprint agreed to buy the remaining 49% stake
in Clearwire that it did not already own.

"The upgrade [and equalization of our corporate credit rating on
Clearwire with that of Sprint] reflects our application of full
consolidation for ratings purposes," said Standard & Poor's credit
analyst Allyn Arden.  The upgrade and equalization are based on
the following factors:

   -- Sprint now owns 100% of Clearwire and has full operational
      control of the company.

   -- S&P expects Clearwire's operations and network will be
      integrated with Sprint.

   -- Clearwire has a great deal of strategic importance to both
      Sprint and SoftBank, in S&P's view.

   -- S&P expects Sprint to redeem about $2.8 billion of
      Clearwire's debt, which represents about two-thirds of
      Clearwire's debt burden, and refinance this debt on its own
      balance sheet.

   -- There is a cross-default provision in the Sprint Capital
      bonds if a subsidiary defaults on its debt.  S&P believes
      this provision makes it unlikely that Sprint would default
      on or restructure Clearwire's debt unless Sprint itself were
      in a distressed scenario.

The stable outlook on Clearwire reflects S&P's outlook on Sprint.
The outlook on Sprint is based on S&P's expectation for improving
operating trends, including higher postpaid ARPU and modest
subscriber growth, though S&P believes the company will be
challenged to improve leverage in the near term due its
substantial free operating cash flow deficits over the next couple
of years, which will likely result in higher levels of debt.


CLUB AT SHENANDOAH: Cash Collateral Hearing Continued to Aug. 20
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
will continue to Aug. 20, 2013, at 2:00 P.M., the hearing on The
Club At Shenandoah Springs Village, Inc.'s motion to use cash
collateral in which General Electric Capital Corporation asserts
an interest.

The Club At Shenandoah Springs Village, Inc., owns The Club At
Shenandoah Springs Village, a golf and leisure resort in Thousand
Palms, a desert region of central California.  It filed for
Chapter 11 protection (Bankr. C.D. Cal. Case No. 12-36723) on
Dec. 3, 2012.  The Debtor estimated both assets and liabilities of
between $10 million and $50 million.  Judge Mark D. Houle presides
over the case.  Daniel A. Lev, Esq., at Sulmeyerkupetz,
represents the Debtor.


CLUB AT SHENANDOAH: Seeks Extension of Exclusive Periods
--------------------------------------------------------
The Club At Shenandoah Springs Village, Inc., asks the U.S.
Bankruptcy Court for the Central District of California to further
extend until Oct. 29, 2013, its exclusive period to file a plan
and until Dec. 30, 2013, its exclusive period to solicit
acceptances of that plan.

According to the Debtor's counsel, Daniel A. Dev, Esq., at
SulmeyerKupetz, A Professional Corporation, in Los Angeles,
California, the additional time will be used by the Debtor to
negotiate a plan of reorganization and prepare adequate due
diligence information.  The Debtor, Mr. Dev adds, is also in the
process of identifying its universe of liabilities and classifying
creditor interests, which it has been unable to complete since the
bar date set by the Court has yet to completely pass.

Steven F. Werth, Esq., at SulmeyerKupetz, A Professional
Corporation, in Los Angeles, California, also represents the
Debtor.

A hearing on the motion is set for July 23, 2013, at 02:00 PM.

The Club At Shenandoah Springs Village, Inc., owns The Club At
Shenandoah Springs Village, a golf and leisure resort in Thousand
Palms, a desert region of central California.  It filed for
Chapter 11 protection (Bankr. C.D. Cal. Case No. 12-36723) on
Dec. 3, 2012.  The Debtor estimated both assets and liabilities of
between $10 million and $50 million.  Judge Mark D. Houle presides
over the case.  Daniel A. Lev, Esq., at Sulmeyerkupetz,
represents the Debtor.


COASTAL CONDOS: US Trustee Unable to Appoint Creditors' Committee
-----------------------------------------------------------------
Until further notice, the United States Trustee will not appoint a
Committee of Creditors in the Chapter 11 case of Coastal Condos,
LLC, pursuant to 11 U.S.C. Section 1102.

                        About Coastal Condos

Coastal Condos filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 13-20729) on May 8, 2013.  The Debtor owns and manages 72
condominiums at 7601 East Treasure Drive, Miami Beach, FL 33141.
Judge A. Jay Cristol presides over the case.  David R. Softness,
Esq., at David R. Softness, P.A., in Miami, Florida, represents
the Debtor as counsel.

Coastal Condos was the target of a $15.8 million foreclosure
lawsuit filed by North Bay Village-based First Equitable Realty
III in May 2012.

Coastal Condos owns 72 condo units at Grandview Palace in North
Bay Village, Florida, valued at $10.8 million.  Personal property
is valued at $389,000.  Assets total $11.2 million and liabilities
total $16.6 million.  It says that no creditors are holding
secured claims.

Coastal Condos first sought Chapter 11 protection (Bankr. S.D.
Miss. Case No. 12-07146) on May 25, 2012.  The case was dismissed
May 6, 2013.


COASTAL CONDOS: Court Sets Aug. 1 Plan Outline Hearing
------------------------------------------------------
The hearing to consider the approval of Coastal Condos, LLC's
disclosure statement for the Debtor's Plan of Reorganization dated
June 19, 2013 is scheduled for Aug. 1, 2013, at 11:30 a.m.  The
objection deadline is July 25, 2013.

Pursuant to the Plan, the Debtor will utilize all assets of
Coastal consisting of 72 condominium units to fund payment to
creditors.

The Debtor is requesting that the claims of First Equitable Realty
III, Ltd. ("FER") in Class 5 be subordinated to all other
creditors and claimants, except for claims in Class 6
(Subordinated Claims, Penalty Claims, Securities Law Claims,
Disallowed Claims) and Class 7 (Allowed Equity Holder Interest).
Only when creditors other than FER have been paid in full, will
distributions be made to FER Allowed Claims.

FER has a claim in the amount of $17,615,322.  The Debtor will
file an objection to the claim.  The Debtor deems FER as an
unsecured creditor due to its decision not to record its mortgage
in the public land records.

Due to the undetermined recovery of assets, pending litigation and
claim issues, there is no way for the Debtor to predict the actual
amount of distribution to general unsecured creditors.  However,
the Debtor's Plan provides for 100% repayment of all allowed
general unsecured claims including the subordinated claim of FER.

Unless otherwise provided in the plan, equity holders will receive
nothing under Class 6 unless all claims are paid in full.

Counsel for the Debtor can be reached at:

     David R. Softness, Esq.
     DAVID R. SOFTNESS P.A.
     201 South Biscayne Boulevard, Suite 1740
     Miami, FL 33131
     Tel: (305) 341-3111
     E-mail: david@softnesslaw.com

          - and -

     Derek A. Henderson, Esq.
     Derek A. Henderson, Attorney at Law Firm
     1765-A Lelia Drive, Suite 103
     Jackson, MS 39216
     Tel: (601) 948-3167
     E-mail: derek@derekhendersonlaw.com

A copy of the Plan and Disclosure Statement is available at:

         http://bankrupt.com/misc/coastalcondos.doc36.pdf

                        About Coastal Condos

Coastal Condos filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 13-20729) on May 8, 2013.  The Debtor owns and manages 72
condominiums at 7601 East Treasure Drive, Miami Beach, FL 33141.
Judge A. Jay Cristol presides over the case.  David R. Softness,
Esq., at David R. Softness, P.A., in Miami, Florida, represents
the Debtor as counsel.

Coastal Condos was the target of a $15.8 million foreclosure
lawsuit filed by North Bay Village-based First Equitable Realty
III in May 2012.

Coastal Condos owns 72 condo units at Grandview Palace in North
Bay Village, Florida, valued at $10.8 million.  Personal property
is valued at $389,000.  Assets total $11.2 million and liabilities
total $16.6 million.  It says that no creditors are holding
secured claims.

Coastal Condos first sought Chapter 11 protection (Bankr. S.D.
Miss. Case No. 12-07146) on May 25, 2012.  The case was dismissed
May 6, 2013.


COASTAL CONDOS: Can Hire Henderson/Softness Law Firms as Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
entered on June 13, 2013, it final order authorizing Coastal
Condos, LLC, to employ Derek A. Henderson, Esq., at Derek A.
Henderson, Attorney at Law Firm, in Jackson, Mississippi; and
David R. Softness, Esq., at David R. Softness, P.A., in Miami,
Florida, as the Debtor's general counsels.

As reported in the Troubled Company Reporter on May 30, 2013,
Mr. Softness has received a retainer in the amount of $75,000.
The hourly rate of Mr. Softness, the attorney who will be
principally responsible for his firm's representation of the
Debtor, is $450.

Mr. Henderson will bill the Debtor $275 per hour for his services.
Mr. Henderson previously represented Coastal Condos in the
Debtor's previous Chapter 11 proceeding.  He billed the Debtor a
total of more than $180,000 for work performed in the prior case.

                        About Coastal Condos

Coastal Condos filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 13-20729) on May 8, 2013.  The Debtor owns and manages 72
condominiums at 7601 East Treasure Drive, Miami Beach, FL 33141.
Judge A. Jay Cristol presides over the case.  David R. Softness,
Esq., at David R. Softness, P.A., in Miami, Florida, represents
the Debtor as counsel.

Coastal Condos was the target of a $15.8 million foreclosure
lawsuit filed by North Bay Village-based First Equitable Realty
III in May 2012.

Coastal Condos owns 72 condo units at Grandview Palace in North
Bay Village, Florida, valued at $10.8 million.  Personal property
is valued at $389,000.  Assets total $11.2 million and liabilities
total $16.6 million.  It says that no creditors are holding
secured claims.

Coastal Condos first sought Chapter 11 protection (Bankr. S.D.
Miss. Case No. 12-07146) on May 25, 2012.  The case was dismissed
May 6, 2013.


COASTAL CONDOS: Has Final OK to Hire A. Huffman as Accountants
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
last month granted Coastal Condos, LLC, final authorization to
employ Anthony L. Huffman, CPA, and the firm of Huffman & Company
to provide accounting services.

As reported in the Troubled Company Reporter on May 30, 2013,
Mr. Huffman will prepare tax returns, review and potentially amend
prior tax returns, construct the Debtor's books and records and
prepare monthly operating reports for hourly rates ranging from
$150 to $300.

                        About Coastal Condos

Coastal Condos filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 13-20729) on May 8, 2013.  The Debtor owns and manages 72
condominiums at 7601 East Treasure Drive, Miami Beach, FL 33141.
Judge A. Jay Cristol presides over the case.  David R. Softness,
Esq., at David R. Softness, P.A., in Miami, Florida, represents
the Debtor as counsel.

Coastal Condos was the target of a $15.8 million foreclosure
lawsuit filed by North Bay Village-based First Equitable Realty
III in May 2012.

Coastal Condos owns 72 condo units at Grandview Palace in North
Bay Village, Florida, valued at $10.8 million.  Personal property
is valued at $389,000.  Assets total $11.2 million and liabilities
total $16.6 million.  It says that no creditors are holding
secured claims.

Coastal Condos first sought Chapter 11 protection (Bankr. S.D.
Miss. Case No. 12-07146) on May 25, 2012.  The case was dismissed
May 6, 2013.


COMMONWEALTH GROUP: PNC Bank Disputes Plan Confirmation
-------------------------------------------------------
PNC Bank, National Association, asks the U.S. Bankruptcy Court for
the Eastern District of Tennessee to deny confirmation of
Commonwealth Group-Mocksville Partners LP's Amended Plan of
Reorganization.

PNC Bank, successor by merger to National City Bank, a national
banking association f/k/a National City Bank of Kentucky, said the
Plan is not confirmable for at least five reasons, namely:

   1. the Plan impermissibly proposes to indefinitely enjoin a
      separate lawsuit against Milton Turner and Azur Properties
      Group, L.P.;

   2. the Plan is not feasible because it relies upon rents that
      have been absolutely assigned to the lender;

   3. the Plan fails to give the lender the present value of its
      secured claim;

   4. the Plan proposes that the lender's liens be released
      without full satisfaction of its allowed secured claim; and

   5. the Plan has not been proposed in good faith.

Nelwyn W. Inman, Esq. -- ninman@bakerdonelson.com -- at Baker,
Donelson, Bearman, Caldwell & Berkowitz, PC represents the lender.

The Troubled Company Reporter on April 11, 2013, reported that the
Amended Plan contemplates the Debtor's continued operation of the
Mocksville Town Common Shopping Center.  The Plan will be funded
from the rent revenues and common area maintenance (CAM) charges
from the shopping center.  All allowed claims will be paid in
full, with interest, according to the Disclosure Statement.

PNC Bank's secured claim will be reduced by a $140,000 principal
payment.  Monthly payments of $37,110 will be made beginning on
the 15th day of the first month after the Effective Date, with a
balloon payment on the 7th anniversary of the new promissory note
to be issued to PNC.

The postpetition action filed by PNC Bank in the U.S. District
Court against the guarantors (PNC Bank, National Association v.
Azur Properties Group, et al. (Case No. 3:13-cv-00098)) will be
stayed so long as the Debtor performs its obligations to PNC Bank
under the confirmed Plan.

The $1,600 priority claim of the Town of Mocksville and the
holders of Unsecured Claims less than $1,000 will be paid on the
effective Date of the Plan.

Holders of unsecured claims exceeding $1,000 and the Davie
County's secured claim will be paid in equal monthly installments,
beginning on the Effective Date of the Plan, with a final payment
of the balance owing on the 2nd anniversary of the Effective Date.

Equity holders will retain their interests.

A copy of the Amended Disclosure Statement is available at:

       http://bankrupt.com/misc/commonwealthgroup.doc63.pdf

                     About Commonwealth Group

Commonwealth Group-Mocksville Partners, LP, filed a Chapter 11
petition (Bankr. E.D. Tenn. Case No. 12-34319) on Oct. 25, 2012,
in Knoxville, Tennessee.  The Debtor disclosed $11,391,578 in
assets and $22,668,998 in liabilities in its amended schedules.
The Debtor owns 30 acres of commercial property in Mocksville,
Davie County, North Carolina.  The Debtor constructed a 48,179
square foot retail shopping center on 5.58 acres of the property,
which is currently 95% leased to various retail tenants.

Judge Richard Stair Jr. presides over the case.  Maurice K. Guinn,
Esq., at Gentry, Tipton & McLemore P.C., in Knoxville, Tenn.,
represents the Debtor as counsel.  The petition was signed by
Milton A. Turner, chief manager and general partner.


COMMUNITY WEST: Had $1.4 Million Debenture Balance as of July 1
---------------------------------------------------------------
Community West Bancshares completed an offering of $8,085,000
convertible subordinated debentures on Aug 9, 2010.

The Debentures are a general unsecured obligation and are
subordinated in right of payment to all present and future senior
indebtedness.  The Debentures pay interest at 9 percent until
conversion, redemption or maturity and will mature on Aug. 9,
2020.  The Debentures may be redeemed by the Company after Jan. 1,
2014.

Prior to maturity or redemption, the Debentures were convertible
into common stock at the election of the holder at $3.50 per share
if converted on or prior to July 1, 2013, and, subsequently, at
$4.50 per share between July 2, 2013, and July 1, 2016, and $6.00
per share from July 2, 2016, until maturity or redemption.

On or before June 30, 2013, $6,418,000 of the Debentures was
converted into common stock, leaving a Debenture balance of
$1,667,000 as of June 30, 2013.  Common shares outstanding were
7,800,155 as of June 30, 2013.

On July 1, 2013, an additional $222,000 of the Debentures was
converted into common stock, leaving a Debenture balance of
$1,445,000 as of July 1, 2013.  Common shares outstanding were
7,864,385 as of July 8, 2013.

                        About Community West

Goleta, Calif.-based Community West Bancshares was incorporated in
the State of California on Nov. 26, 1996, for the purpose of
forming a bank holding company.  On Dec. 31, 1997, CWBC acquired a
100% interest in Community West Bank, National Association.
Effective that date, shareholders of CWB became shareholders of
CWBC in a one-for-one exchange.  The acquisition was accounted at
historical cost in a manner similar to pooling-of-interests.

Community West Bancshares is a bank holding company.  CWB is the
sole bank subsidiary of CWBC.  CWBC provides management and
shareholder services to CWB.

The Company's balance sheet at March 31, 2013, showed $533.12
million in total assets, $479.05 million in total liabilities and
$54.07 million in total stockholders' equity.

                         Consent Agreement

On Jan. 26, 2012, the Bank, entered into a consent agreement with
the Office of the Comptroller of the Currency, the Bank's primary
banking regulator, which requires the Bank to take certain
corrective actions to address certain deficiencies in the
operations of the Bank, as identified by the OCC.

"While the Bank believes that it is in substantial compliance with
the OCC Agreement, no assurance can be given that the OCC will
concur with the Bank's assessment.  Failure to comply with the
provisions of the OCC Agreement may subject the Bank to further
regulatory action, including but not limited to, being deemed
undercapitalized for purposes of the OCC Agreement, and the
imposition by the OCC of prompt corrective action measures or
civil money penalties which may have a material adverse impact on
the Company's financial condition and results of operations."

On April 23, 2012, the Company entered into an agreement with the
Federal Reserve Bank of San Francisco.  Without admitting or
denying any alleged charges of unsafe or unsound banking practices
and any violations of law, the Company agreed to take corrective
actions to address certain alleged violations of law and/or
regulation, which included developing and submitting for
regulatory approval a cash flow projection of the Company's
planned sources and uses of cash for debt service, operating
expenses and other purposes.  The FRB accepted the cash flow
projection on July 10, 2012.

In accordance with the FRB Agreement, the Company requested the
FRB's approval to pay the dividend due on May 15, 2012, August 15,
2012, November 15, 2012 and February 15, 2013 on the Company's
Series A Preferred Stock.  Those requests were denied.

The Board and Management will continue to work closely with the
OCC and FRB to achieve compliance with the terms of both
agreements and improve the Company's and Bank's strength, security
and performance.


CONNECTICUT TRADE: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Connecticut Trade Company, Inc.
        1157 Melville Avenue
        Fairfield, CT 06825

Bankruptcy Case No.: 13-51044

Chapter 11 Petition Date: July 3, 2013

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

Judge: Alan H.W. Shiff

Debtor's Counsel: Jeffrey M. Sklarz, Esq.
                  CONVICER, PERCY & GREEN, LLP
                  701 Hebron Avenue
                  Glastonbury, CT 06033
                  Tel: (203) 218-5498
                  Fax: (203) 367-9678
                  E-mail: jsklarz@convicerpercy.com

Scheduled Assets: $1,985,874

Scheduled Liabilities: $1,514,754

The Company's list of its 15 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/ctb13-51044.pdf

The petition was signed by Valentin Luca, president.


D & L ENERGY: Wants to Hire S&G Parkland as Financial Advisor
-------------------------------------------------------------
D & L Energy, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Ohio for permission to employ SS&G Parkland
Consulting, LLC, as their financial advisor and investment banker.

SS&G Parkland will, among other things:

   a. act as the Debtor's exclusive agent to market some or all
      of the Debtor's assets for sale;

   b. assist the Debtor in the generation, or review of,
      financial plans and projections, if and as needed; and

   c. assist the Debtor in the preparation of the U.S. Trustee's
      Monthly Operating Reports, if and as needed.

The Debtor believes that it is necessary and appropriate to employ
SS&G Parkland on a flat monthly fee rate of $20,000 for its
investment banking services because of the financial, marketing
and sale expertise that will be required.  In addition, the Debtor
has agreed to pay SS&G Parkland a success fee of 1.5 percent of
the gross sales proceeds of all assets sold well as the value of
all assets retained by Debtor in its Plan of Reorganization, if
any, for which one or more buyers made offers, but which the
Debtor elected to retain in its discretion.

SS&G Parkland will charge the Debtor separately for its
consulting/financial advisor services on an hourly basis in
accordance with its ordinary and customary hourly rates in effect
on the date services are rendered; and for the firm's out of
pocket disbursements incurred in connection therewith.

The firm's Laurence Goddard will lead the engagement. His hourly
rate is $395.  Other SS&G Parkland personnel may be used on the
engagement as their particular skills are required. SS&G
Parkland's rates for services range between $175 and $395 per
hour.  SS&G Parkland bills one half of its standard billing rates
for time incurred by its professionals for travel beyond 25 miles
of Cleveland, Ohio.

                          About D&L Energy

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

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

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

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


DAIRY ROAD: Case Summary & 7 Unsecured Creditors
------------------------------------------------
Debtor: Dairy Road Partners
        370 Dairy Road
        Kahului, HI 96732
        Tel: (808) 524-8350

Bankruptcy Case No.: 13-01138

Chapter 11 Petition Date: July 3, 2013

Court: U.S. Bankruptcy Court
       District of Hawaii (Honolulu)

Judge: Robert J. Faris

Debtors' Counsel: Jeffery S. Flores, Esq.
                  O'CONNOR PLAYDON & GUBEN, LLP
                  Pacific Guardian Center
                  Makai Tower, Suite 2400
                  733 Bishop Street
                  Honolulu, HI 96813
                  Tel: (808) 524-8350
                  Fax: (808) 531-8628
                  E-mail: jsf@opglaw.com

                         - and ?

                  Jerrold K. Guben, Esq.
                  O'CONNOR PLAYDON & GUBEN, LLP
                  733 Bishop Street, Suite 2400
                  Honolulu, HI 96813
                  Tel: (808) 524-8350
                  Fax: (808) 531-8628
                  E-mail: jkg@opglaw.com

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

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

Affiliates that simultaneously filed Chapter 11 petitions:

        Debtor                          Case No.
        ------                          --------
NCT, LLC                                13-01140
Kapunakea Partners                      13-01139
Waiehu Beach Partners                   13-01141

The petitions were signed by Glenn M. Nakamura.

A copy of Dairy Road Partners' list of its seven largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/hib13-01138.pdf


DALLAS ROADSTER: Can Hire Dr. K. Lehrer as Economic Damage Analyst
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas in
mid-June approved the second amended application of Dallas
Roadster, Limited, and IED Enterprises, Inc., to employ
Dr. Kenneth E. Lehrer to perform an analysis of the potential
economic damages suffered by the Debtors as a result of the ex
parte receivership initiated by Texas Capital bank which
precipitated the filing of the Debtors' bankruptcy cases.

As reported in the TCR on Feb. 6, 2013, according to the Debtors,
the purpose of the initial retention of Dr. Lehrer is to assist
them in complying with the Court's requirements concerning
disclosure of the potential amount of its claim against Texas
Capital Bank in its Disclosure statement.

Dr. Lehrer's hourly rate will be $250 per hour.  He has requested
an initial deposit of $2,500 and has estimated that his
preliminary estimate of damages will cost approximately $5,000.

           About Dallas Roadster and IEDA Enterprises

Dallas Roadster, Limited, owns and operates an auto dealership
with locations in both Richardson and Plano, Texas.  IEDA
Enterprises, Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
J. Bennett White, P.C., replaced DeMarco Mitchell, PLLC, as the
Debtors' bankruptcy counsel.  Dallas Roadster disclosed $9,407,469
in assets and $4,554,517 in liabilities as of the Chapter 11
filing.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

No trustee has been appointed in the Chapter 11 cases.


DALLAS ROADSTER: Asks Court to Extend Confirmation Deadline
-----------------------------------------------------------
Dallas Roadster, Limited, and IED Enterprises, Inc., ask the U.S.
Bankruptcy Court for the Eastern District of Texas to extend the
deadline for the Debtors' to confirm a plan of reorganization in
their Chapter 11 case.  No specific date was mentioned by the
Debtors in their motion.

According to the papers filed with the Court, the Debtors' Third
Amended Disclosure Statement which was filed on May 24, 2013, is
not set for hearing until July 22, 2013.  Given the Aug. 15, 2013
deadline for plan confirmation, the Debtors tell the Court that
there is insufficient time after the date scheduled for
consideration of the disclosure statement for a hearing on plan
confirmation to be held by the current deadline.

Counsel for the Debtors can be reached at:

     J. Bennett White, Esq.
     J. BENNETT WHITE, P.C.
     1011 Pruitt Place
     P.O. Box 6250
     Tyler, TX 75711
     Tel: (903) 597-4300
     Fax: (903) 597-4330

           About Dallas Roadster and IEDA Enterprises

Dallas Roadster, Limited, owns and operates an auto dealership
with locations in both Richardson and Plano, Texas.  IEDA
Enterprises, Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
J. Bennett White, P.C., replaced DeMarco Mitchell, PLLC, as the
Debtors' bankruptcy counsel.  Dallas Roadster disclosed $9,407,469
in assets and $4,554,517 in liabilities as of the Chapter 11
filing.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

No trustee has been appointed in the Chapter 11 cases.


DALLAS ROADSTER: Can Hire Roger Sanders as Economic Damage Analyst
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Texas has
approved the application of Dallas Roadster, Limited, and IEDA
Enterprise, Inc., to employ Roger Sanders, Esq., at Sanders,
O'Hanlon & Motley, PLLC, as special counsel.

As reported in the TCR on May 27, 2013, Mr. Sanders will serve as
lead counsel in asserting and pursuing any and all causes of
action held by Debtors, or by either of them, against Texas
Capital Bank.

The Debtors have been consulting with Mr. Sanders concerning the
investigation and evaluation of potential causes of action against
one of the major creditors, Texas Capital Bank.  The Debtors'
claims against Texas Capital Bank arise from Texas Capital Bank's
activities in conjunction with the aborted federal criminal
prosecution of one of Dallas Roadster's principals and the placing
of Debtors' assets into receivership in November 2011.

On Nov. 16, 2011, Texas Capital Bank commenced litigation in the
192nd Judicial District Court for the State of Texas against the
Debtors and their principals, Bahman "Ben" Khobahy and Bahman
"Ben" Hafezamini.  On that same day, a receiver was appointed over
all assets of Dallas Roadster, Limited and IEDA Enterprise, Inc.
On Dec. 21, 2012, that lawsuit was removed to the U.S. Bankruptcy
Court for the Northern District of Texas where it was
characterized as an adversary proceeding.  On March 25, 2013, that
adversary proceeding was transferred to the U.S. Bankruptcy Court
for the Eastern District of Texas, where it is currently pending.

Sanders O'Hanlon will serve as the Debtors' special counsel on a
contingency fee basis.  The contingency fee agreement contemplates
a fee percentage beginning at 10% with scheduled increases in the
percentage up to a maximum through trial of 40%.  The fee
agreement contemplates that Debtors would be responsible for out-
of-pocket litigation expenses; however, those expenses would be
paid through a reserve built up by monthly payments of no more
than $10,000 per month with a cap on the reserve in the amount of
$70,000.  The contingency fee agreement also provides for a
minimum fee in the amount of 4 times the customary hourly rate for
the legal services provided.  However, the minimum fee is also
contingent in that it is predicated on an affirmative recovery on
Debtors' claims.

           About Dallas Roadster and IEDA Enterprises

Dallas Roadster, Limited, owns and operates an auto dealership
with locations in both Richardson and Plano, Texas.  IEDA
Enterprises, Inc., is the general partner of Roadster.

Dallas Roadster and IEDA Enterprises filed for Chapter 11
bankruptcy (Bankr. E.D. Tex. Case Nos. 11-43725 and 11-43726) on
Dec. 12, 2011.  Chief Judge Brenda T. Rhoades oversees both cases.
J. Bennett White, P.C., replaced DeMarco Mitchell, PLLC, as the
Debtors' bankruptcy counsel.  Dallas Roadster disclosed $9,407,469
in assets and $4,554,517 in liabilities as of the Chapter 11
filing.

The Debtors' assets were placed under the care of a receiver on
Nov. 16, 2011, pursuant to a state court action by Texas Capital
Bank, National Association.

No trustee has been appointed in the Chapter 11 cases.


DBK INVESTMENTS: George L. Lemon Approved as Bankruptcy Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of West
Virginia authorized DBK Investments & Development Corporation to
employ George L. Lemon as counsel.

The Debtor has agreed to employ Mr. Lemon on an hourly basis at
the rate of $250 for attorney services, with paralegal support
billed at the rate of $75.  Mr. Lemon received a retainer of
$12,500 paid by Bettye J. Morehead that was deposited in trust and
which is to be paid against services and expenses as approved by
the Court.

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

          About DBK Investments & Development Corporation

Bettye J. Morehead, Brown, Edwards & Co., and Smith & Co. filed on
April 1, 2013, an involuntary Chapter 11 petition (Bankr. S.D.
W.V. Case No. 13-50063) against Beckley, West Virginia-based DBK
Investments & Development Corporation, dba Americas Best Value
Inn, fka Best Western.  Judge Ronald G. Pearson presides over the
case.  The Petitioners are represented by Joe M. Supple, Esq., at
Supple Law Office, PLLC.

The Bankruptcy Court entered a default order for relief on May 1,
2013.  The Debtor failed to file any timely pleading or defense to
the petition as required by the Bankruptcy Rule 1013(b).

Judy A. Robbins, the U.S. Trustee for Region 4, has informed the
Bankruptcy Court that she was unable to appoint a committee of
unsecured creditors in the case.


DBK INVESTMENTS: Sept. 25 Set as Claim Bar Date
-----------------------------------------------
The U.S. Bankruptcy Court for the Southern District of West
Virginia established Sept. 25, 2013, as the deadline for any
individual or entity to file proofs of claim against DBK
Investments & Development Corporation.

A meeting of creditors under 11 U.S.C. Sec. 341 was scheduled for
June 27, and dischargeability complaints are due Aug. 26.

          About DBK Investments & Development Corporation

Bettye J. Morehead, Brown, Edwards & Co., and Smith & Co. filed on
April 1, 2013, an involuntary Chapter 11 petition (Bankr. S.D.
W.V. Case No. 13-50063) against Beckley, West Virginia-based DBK
Investments & Development Corporation, dba Americas Best Value
Inn, fka Best Western.  Judge Ronald G. Pearson presides over the
case.  The Petitioners are represented by Joe M. Supple, Esq., at
Supple Law Office, PLLC.

The Bankruptcy Court entered a default order for relief on May 1,
2013.  The Debtor failed to file any timely pleading or defense to
the petition as required by the Bankruptcy Rule 1013(b).

Judy A. Robbins, the U.S. Trustee for Region 4, has informed the
Bankruptcy Court that she was unable to appoint a committee of
unsecured creditors in the case.


DIALOGIC INC: Common Stock Delisted From NASDAQ
-----------------------------------------------
The NASDAQ Stock Market LLC notified the U.S. Securities and
Exchange Commission regarding the removal from listing or
registration of Dialogic Inc.'s common stock on NASDAQ.

                           About Dialogic

Milpitas, Cal.-based Dialogic Inc. provides communications
platforms and technology that enable developers and service
providers to build and deploy innovative applications without
concern for the complexities of the communication medium or
network.

Dialogic disclosed a net loss of $37.77 million in 2012, as
compared with a net loss of $54.81 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $123.38 million in total
assets, $141.22 million in total liabilities and a $17.84 million
total stockholders' deficit.

                        Bankruptcy Warning

"If future covenant or other defaults occur under the Term Loan
Agreement or under the Revolving Credit Agreement (the "Revolving
Credit Agreement") with Wells Fargo Foothill Canada ULC (the
"Revolving Credit Lender"), the Company does not anticipate having
sufficient cash and cash equivalents to repay the debt under these
agreements should it be accelerated and would be forced to
restructure these agreements and/or seek alternative sources of
financing.  There can be no assurances that restructuring of the
debt or alternative financing will be available on acceptable
terms or at all.  In the event of an acceleration of the Company's
obligations under the Revolving Credit Agreement or Term Loan
Agreement and the Company's failure to pay the amounts that would
then become due, the Revolving Credit Lender and Term Loan Lenders
could seek to foreclose on the Company's assets, as a result of
which the Company would likely need to seek protection under the
provisions of the U.S. Bankruptcy Code and/or its affiliates might
be required to seek protection under the provisions of applicable
bankruptcy codes," according to the Company's annual report for
the period ended Dec. 31, 2012.


DIMMIT CORN: Court Okays Agreed Order Dismissing Ch. 11 Case
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved an agreed order dismissing the Chapter 11 case of Dimmitt
Corn Mill, LLC.

The agreement entered among the Debtor, Commercial State Bank, and
Expelled Grain Products, LLC, provides that all pending contested
matters are deemed dismissed, as they are moot upon entry of the
order, and all future settings for any contested matters are
vacated.

                     About Dimmitt Corn Mill

Dimmit, Texas-based Dimmitt Corn Mill, LLC, filed a Chapter 11
petition (Bankr. N.D. Tex. Case No. 13-20055) in Amarillo, Texas,
on Feb. 15, 2013.  The Debtor disclosed $50,619,013 in assets and
$16,521,464 in liabilities as of the Chapter 11 filing.  David R.
Langston, Esq., at Mullin, Hoard & Brown, in Lubbock, Texas,
serves as counsel.  The petition was signed by Richard Bell as
president.  Judge Robert L. Jones presides over the case


DUMA ENERGY: Begins Gravity Magnetics Survey in Namibia, Africa
---------------------------------------------------------------
Duma Energy Corp. announced the start of a high-resolution gravity
and magnetics survey over its exploration concession in the Owambo
Basin in northern Namibia.  The survey will be flown by UK-based
Bridgeporth Ltd. and will cover Blocks 1714A, 1715, 1814A, 1815A.
The 21,200 square km (5.3 million acre) concession extends from
the northern BORDER=0 of Etosha Park to Angola, an area
approximately the size of Massachusetts.

Less than 15 percent of the concession is covered by a vintage
(1960-1990) 2D dataset.  The survey will be flown at much higher
spatial resolution than previous surveys, enabling Duma and its
partner, Hydrocarb Energy, to delineate the structural setting and
depth to basement model of the Owambo Basin with more accuracy.  A
regional modern 2D seismic data grid will be acquired the first
half of next year.

Jeremy G. Driver, Chairman and CEO of Duma stated, "We are eager
to begin this phase of our work program as the operator's previous
field analysis indicates the potential existence of an active
petroleum system in the Owambo Basin with an estimated resource
potential of more than a billion barrels of oil.  This is an
important prerequisite toward successfully exploring this large
concession and taking the next step toward a seismic acquisition
program."

Hydrocarb signed a Petroleum Agreement in 2011 with Namibia and in
August 2012, Duma farmed in as a 39 percent working interest
partner.  With an initial exploration period of four years, this
work puts the exploration objectives ahead of schedule.

                          About Duma Energy

Corpus Christi, Tex.-based Duma Energy Corp. --
http://www.duma.com/-- formerly Strategic American Oil
Corporation, is a growth stage oil and natural gas exploration and
production company with operations in Texas, Louisiana, and
Illinois.  The Company's team of geologists, engineers, and
executives leverage 3D seismic data and other proven exploration
and production technologies to locate and produce oil and natural
gas in new and underexplored areas.

Duma Energy incurred a net loss of $4.57 million for the year
ended July 31, 2012, compared with a net loss of $10.28 million
during the prior fiscal year.  For the nine months ended April 30,
2013, the Company incurred a net loss of $39.23 million on $5.10
million of revenues.   As of April 30, 2013, the Company had
$25.78 million in total assets, $15.47 million in total
liabilities and $10.30 million in total stockholders' equity.


DUTCH LAKE KNOLL: Can't Appeal From Order Denying Sale
------------------------------------------------------
Dutch Lake Knoll Holdings, LLC, commenced a Chapter 11 bankruptcy
proceeding and moved for an order approving the sale of its
property free and clear of interests under 11 U.S.C. Sec. 363(f).
Sunnybrook Homeowners Association objected, and the bankruptcy
court denied Dutch Lake's motion on Jan. 23, 2013.  Dutch Lake
appealed the January 23 order to the District Court, and
Sunnybrook moved to dismiss the appeal for lack of subject-matter
jurisdiction.  Subsequently, the bankruptcy court issued an order
dismissing Dutch Lake's Chapter 11 bankruptcy "effective upon the
entry by the District Court, District of Minnesota, of either an
order affirming the bankruptcy court or an order dismissing the
appeal."

Sunnybrook argues that the appeal should be dismissed because the
January 23 order is interlocutory and the Court should not
exercise its discretion to hear the appeal of an interlocutory
order.

Minnesota District Judge Joan N. Ericksen agrees, and grants
Sunnybrook's motion to dismiss Dutch Lake's appeal.  "The
bankruptcy court's denial of Dutch Lake's motion to sell its
property free and clear of interests did not leave the bankruptcy
court with nothing to do but execute the order; rather, the denial
of the sale motion left open other possibilities for Dutch Lake to
pursue. Delay in obtaining review would not prevent Dutch Lake
from obtaining effective relief. In fact, the bankruptcy court has
already dismissed Dutch Lake's bankruptcy case upon [the District]
Court's dismissal of the appeal; that dismissal order is final,
and Dutch Lake could quickly appeal that order and the January 23
order," Judge Ericksen said.

The case is, Dutch Lake Knoll Holdings, LLC, Appellant, v.
Sunnybrook Homeowners Association, Inc. Appellee, Civil No. 13-538
(D. Minn.).  A copy of the District Court's July 2, 2013 Order is
available at http://is.gd/QET6uSfrom Leagle.com.

David G. Hellmuth, Esq., and Carol R. M. Moss, Esq., at Hellmuth &
Johnson PLLC, appeared for Sunnybrook Homeowners Association, Inc.

Dutch Lake Knoll Holdings, LLC, based in Mound, Minnesota, filed
for Chapter 11 bankruptcy (Bankr. D. Minn. Case No. 12-44430) on
July 30, 2012.  Judge Dennis D. O'Brien presides over the case.
Will R. Tansey, Esq., and Michael D. Howard, Esq., at Ravich Meyer
Kirkman McGrath Nauman & Tansey, represent the Debtor.  In its
petition, the Debtor estimated $1 million to $10 million in both
assets and debts.  The petition was signed by George Gulso, chief
manager.


EMPIRE PLAZA: Case Summary & 14 Unsecured Creditors
---------------------------------------------------
Debtor: Empire Plaza Realty LLC
        98 Cutter Mill Road, Rm 442B
        Great Neck, NY 11021

Bankruptcy Case No.: 13-73526

Chapter 11 Petition Date: July 3, 2013

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

Judge: Robert E. Grossman

Debtor's Counsel: John H Hall, Jr., Esq.
                  PRYOR & MANDELUP, LLP
                  675 Old Country Road
                  Westbury, NY 11590
                  Tel: (516) 997-0999
                  Fax: (516) 333-7333
                  E-mail: jh@pryormandelup.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 14 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nyeb13-73526.pdf

The petition was signed by Ely Kaffash, member.


EMPRESAS OMAJEDE: Has Until July 10 to File Plan and Disclosures
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico has
granted Empresas Omajede, Inc., an extension until July 10, 2013,
of the deadline to file its plan and disclosure statement.

                   About Empresas Omajede Inc.

Empresas Omajede, Inc., filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 12-10113) in Old San Juan, Puerto Rico, on Dec. 21, 2012.
Charles Alfred Cuprill, Esq., and Patricia I. Varela, Esq., at
Charles A. Cuprill, PSC, serve as counsel.  Nelson E. Galarza
serves as financial advisor.

The Debtor disclosed $16,718,614 in assets and $4,935,883 in
liabilities in its schedules.  The Debtor is a Single Asset Real
Estate as defined in 11 U.S.C. Sec. 101(51B) with principal assets
located at La Ectronica Building, 1608 Bori St., in San Juan,
Puerto Rico.


EN ACCION: Case Summary & 11 Unsecured Creditors
------------------------------------------------
Debtor: En Accion Inc.
          dba Zonactiva
        #33 Calle Resolucion, Suite 101
        San Juan, PR 00920

Bankruptcy Case No.: 13-05528

Chapter 11 Petition Date: July 3, 2013

Court: U.S. Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Brian K. Tester

Debtor's Counsel: Francisco J. Ramos Gonzalez, Esq.
                  P.O. Box 191993
                  San Juan, PR 00919-1993
                  Tel: (787) 764-5134
                  Fax: (787) 758-5087
                  E-mail: fjramos@coqui.net

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

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

The Company's list of its 11 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/prb13-05528.pdf

The petition was signed by Yariza Yulian Schwarz, president.


ENERGY CONVERSION: Suit v. Ontility Referred to District Court
--------------------------------------------------------------
Detroit Bankruptcy Judge Thomas J. Tucker issued a recommendation
to the U.S. District for the Eastern District of Michigan that it
withdraw the reference previously made of the adversary proceeding
filed the liquidation trustee for Energy Conversion Devices, Inc.,
against Ontility LLC, as permitted by 28 U.S.C. Sec. 157(d), in
order to conduct a jury trial of the Plaintiff's claims.  The
adversary proceeding is now ready for trial, but only the district
court may conduct the jury trial, because Ontility does not
consent to the bankruptcy court doing so.

ECD affiliate, United Solar Ovonic, LLC, filed the adversary
proceeding against Ontility on May 15, 2012.  The complaint
contains three counts based entirely on state law: Count I for
"Breach of Contract"; Count II for "Account Stated"; and Count III
for "Unjust Enrichment."  The complaint demands judgment in the
amount of $958,817.60, plus pre-judgment and post-judgment
interest.  John Madden, the Liquidation Trustee under USO's
confirmed Chapter 11 plan of liquidation, later succeeded USO as
the Plaintiff in the adversary proceeding.

The case is, JOHN MADDEN, Liquidation Trustee, etc., Plaintiff, v.
ONTILITY LLC, Defendant, Adv. Proc. No. 12-4917 (Bankr. E.D.
Mich.).  A copy of Judge Tucker's July 1, 2013 Recommendation is
available at http://is.gd/w04ORGfrom Leagle.com.

                     About Energy Conversion

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

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

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

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

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

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

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

In August 2012, the Debtors won confirmation of their Second
Amended Chapter 11 Plan of Liquidation.  The Plan was declared
effective in September 2012.  Under the Plan, unsecured creditors
owed up to $337 million in claims were to expect a recovery
between 50.1% and 59.3%.  The Plan creates a trust to sell
remaining assets and distribute proceeds in the order of priority
laid out in bankruptcy law.


ESTATE FINANCIAL: Susi & Gura Okayed as Trustee's Special Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court has authorized the Chapter 11 trustee
for Estate Financial, Inc., to employ Susi & Gura as special
counsel.

As reported by the Troubled Company Reporter on April 22, 2013,
to file a Chapter 11 plan, the case trustee must file and
prosecute claims objections.  The trustee said it would use
general counsel Pachulski, Stang, Ziehl & Jones LLP to prepare the
objections and perform legal services related thereto, and to use
Rust Omni for service and communication with claimants to the
extent possible.

However, multiple appearances in Santa Barbara, Calif., will
likely be required.  The Chapter 11 Trustee said Susi & Gura is
familiar with the issues in the Debtor's case and is conveniently
located near the court, creating a significant savings to the
bankruptcy estate by appearing at many, if not most, of the claims
objections hearings, and by otherwise assisting the Trustee and
Pachulski if and to the extent such efforts would create
efficiencies for the estate.  Susi & Gura would not appear on, or
otherwise be involved in, any objections the trustee may file
against claims asserted by Estate Financial Mortgage Fund, LLC, or
any members of the Official Committee of Equity Investors in that
case.

Susi & Gura's hourly rates are:

   Professional                    Rates
   ------------                    -----
   Peter Susi                      $475
   Jonathan G. Gura                $375
   Legal Assistance                 $95

The firm's Peter Susi, Esq. -- peter@susigura.com -- attests that
his firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                    About Estate Financial

Estate Financial, Inc. -- http://www.estatefinancial.com/-- was a
license real estate brokerage firm since the later 1980's.  EFI
solicited funding for, and arranged and made, loans secured by
various real property.  EFI also was the sole manager of Estate
Financial Mortgage Fund LLC, which was organized for the purpose
of investing in and funding loans originated by EFI which were
secured by first deeds of trust encumbering commercial and real
estate located primarily in California and has been funding such
mortgage loans since 2002.

Five creditors of EFI filed an involuntary Chapter 11 petition
against the real estate broker on June 25, 2008 (Bankr. C.D.
Calif. Case No. 08-11457).  EFI consented to the bankruptcy
petition on July 16, 2008.

Robert B. Orgel, Esq., at Pachulski Stang Ziehl & Jones LLP, and
William C. Beall, Esq., at Beall and Burkhardt, represented the
Debtor as counsel.  A Chapter 11 trustee, Thomas P. Jeremiassen,
was appointed by the Court on July 23, 2008.  Robyn B. Sokol,
Esq., and Steven T. Gubner, Esq., at Ezra Brutzkus & Gubner,
represent the official committee of unsecured creditors as
counsel.  In its schedules, Estate Financial disclosed total
assets of $27,428,550, and total debts of $7,316,755.

On July 30, 2008, Thomas P. Jeremiassen accepted his appointment
as the chapter 11 trustee of EFI and has served as the duly
qualified and acting chapter 11 trustee of the estate.  Berkeley
Research Group, LLC, serves as its successor accountants.


EXCEL MARITIME: Robertson Seeks Court Aid to Question
-----------------------------------------------------
Peg Brickley writing for Dow Jones' DBR Small Cap reports that the
co-owner of a vessel that is a key element of Excel Maritime
Carriers Ltd.'s bankruptcy restructuring strategy is seeking
emergency court aid to probe what it says are suspicious dealings
involving the ship, the MV Christine.

Robertson Maritime Investors LLC says it's "anxious to learn more"
about who's making the decisions about the vessel before it goes
to court over Excel Maritime's Chapter 11 plan offer.

                     About Excel Maritime

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

The company blamed financial problems on low charter rates.

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

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

Excel, which sought bankruptcy with a number of affiliates, has
tapped Skadden, Arps, Slate, Meagher & Flom LLP, as counsel;
Miller Buckfire & Co. LLC, as investment banker; and Global
Maritime Partners Inc., as financial advisor.


FINJAN HOLDINGS: Unit Files Patent Infringement Suit vs. FireEye
----------------------------------------------------------------
Finjan Holdings, Inc.'s subsidiary, Finjan Inc., has filed a
patent infringement lawsuit against FireEye, Inc., alleging
infringement of Finjan patents relating to endpoint, web, and
network security technologies.

The complaint, which was filed in the U.S. District Court for the
Northern District of California, San Jose Division, alleges that
FireEye's products and services infringe upon six of Finjan's
patents.  In the complaint, Finjan is seeking undisclosed damages
from FireEye.

                           About Finjan

Finjan is a leading online security and technology company which
owns a portfolio of patents, related to software that proactively
detects malicious code and thereby protects end-users from
identity and data theft, spyware, malware, phishing, trojans and
other online threats.  Founded in 1997, Finjan is one of the first
companies to develop and patent technology and software that is
capable of detecting previously unknown and emerging threats on a
real-time, behavior-based basis, in contrast to signature-based
methods of intercepting only known threats to computers, which
were previously standard in the online security industry.

Converted Organics disclosed a net loss of $8.42 million in 2012,
as compared with a net loss of $17.98 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $2.66 million in
total assets, $5.19 million in total liabilities, and a $2.53
million total stockholders' deficit.

Moody, Famiglietti & Andronico, LLP, in Tewksbury, Massachusetts,
issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2012, citing
recurring losses and negative cash flows from operations and an
accumulated deficit that raises substantial doubt about the
Company's ability to continue as a going concern.


FIRST BANKS: Chief Credit Officer to Retire
-------------------------------------------
First Banks, Inc., the holding company of First Bank, said that
its 12-year veteran, Mr. Gary S. Pratte, executive vice president
and chief credit officer of the Company, and executive vice
president, chief credit officer and director of First Bank,
provided notice to the Company of his intention to retire from the
Company and First Bank, effective July 31, 2013.  Following his
retirement, Mr. Pratte will continue to serve as a director of
First Bank, the Company's wholly-owned bank subsidiary.

Mr. Pratte joined the Company in 2001 as Senior Vice President and
Regional Credit Officer of First Bank.  During his tenure with the
Company and First Bank, Mr. Pratte has served in various executive
capacities within the Credit Administration Department, and
assumed his current positions during the second quarter of 2011.
Mr. Pratte will continue to serve as a Director of First Bank
following his retirement.

Terrance M. McCarthy, president and chief executive officer of the
Company, said, "Gary has been a vital member of our Management
Committee and has provided outstanding leadership to our Credit
Administration Department during an economic period that has
brought much uncertainty and a substantial amount of market
challenges.  Gary and his team have been instrumental in
significantly improving the Company's overall asset quality
metrics since the inception of the credit cycle.  Gary will be
greatly missed by the First Bank family, and we wish him and his
family the very best as they begin a new chapter of their lives.
We also look forward to Gary's continued contributions through his
service on the First Bank Board of Directors."

Mr. Pratte said, "I have enjoyed my career with First Bank, and
appreciate the opportunities the Company has afforded to me.  I
have reached a point in my career where it is the right time to
focus on other priorities and I am looking forward to spending
more time with my family and friends and enjoying my hobbies
outside of the business community."

The Company is actively engaged in a search for a replacement for
Mr. Pratte.

                         About First Banks

First Banks, Inc., is a registered bank holding company
incorporated in Missouri in 1978 and headquartered in St. Louis,
Missouri.  The Company operates through its wholly owned
subsidiary bank holding company, The San Francisco Company, or
SFC, headquartered in St. Louis, Missouri, and SFC's wholly owned
subsidiary bank, First Bank, also headquartered in St. Louis,
Missouri.

First Banks disclosed net income of $25.98 million in 2012, as
compared with a net loss of $44.10 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $6.39 billion in total
assets, $6.10 billion in total liabilities and $297.06 million in
total stockholders' equity.


FIRST DATA: Appoints Guy Chiarello as President
-----------------------------------------------
Guy Chiarello, 53, is the new President of First Data and First
Data Holdings Inc., the parent company of First Data.  Prior to
joining First Data, Mr. Chiarello was the Chief Information
Officer of JPMorgan Chase & Co. for the last five and a half years
and served in various technology roles for Morgan Stanley for 23
years prior to that.

Mr. Chiarello will earn an annual base salary of $1,000,000;
receive an annual incentive payment for 2013 of not less than
$2,500,000 under First Data's Senior Executive Incentive Plan;
receive a signing bonus of $6,500,000 subject to a prorata
clawback requirement if he resigns or is terminated for cause
within 24 months after his start date; and commencing with the
2014 fiscal year, be eligible to receive a discretionary annual
incentive payment under the Senior Executive Incentive Plan in
that amount as determined in the sole discretion of the Governance
Compensation and Nominations Committee of the Board of Directors
of First Data, based upon its assessment of his performance.

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

                       http://is.gd/7F4st6

                         About First Data

Based in Atlanta, Georgia, First Data Corporation provides
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss attributable to the Company of $700.9 million, compared with
a net loss attributable to the Company of $516.1 million during
the prior year.  The Company's balance sheet at March 31, 2013,
showed $44.50 billion in total assets, $42.24 billion in total
liabilities, $69.1 million in redeemable noncontrolling interest
and $2.19 billion in total equity.

                           *     *     *

The Company's carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.


FIVE RIVERS PETROLEUM: Court Won't Reinstate Automatic Stay
-----------------------------------------------------------
Bankruptcy Judge Jeffery A. Deller denied the request of Five
Rivers Petroleum, LLC, to vacate an August 15, 2012 order that
sustained Community Bank's objection to the disclosure statement
explaining the Debtor's reorganization plan, and granted the bank
conditional relief from the automatic stay.  The August 15 order
set forth milestones for the Debtor to achieve, including
obtaining confirmation of an amended plan no later than 120 days
from the date of the Order.

Fastforward to Feb. 22, 2013, the Court issued a memorandum
opinion and accompanying order sustaining Community Bank's
objection to the Debtor's Amended Plan and denying confirmation of
the revised Plan.  The Court found that the Debtor did not
demonstrate that the Plan was feasible, and ordered the Debtor to
appear at a rule hearing to show cause as to why the case should
not be converted to a chapter 7 liquidation proceeding.

On March 25, 2013, the Debtor filed a status report setting forth
various proposed amendments to the Plan, and requesting a 45-day
continuance of the rule hearing to allow the Debtor to file an
amended disclosure statement and plan of reorganization.  The
Court continued the hearing to May 14, 2013.

On March 27, the Debtor filed a motion to vacate or modify the
August 15 Order and initiated an adversary proceeding by filing a
complaint to re-impose the stay.  Save for minimal and largely
unrecognizable differences in formatting, the Motion to Vacate and
the Complaint are mirror images of each other.

In the Motion to Vacate, the Debtor acknowledges its failure to
adhere to the deadlines set forth in the August 15 Order, noting
that as of the time of filing the Complaint, "the Debtor was not
able to obtain confirmation of the Amended Chapter 11 Plan."
However, the Debtor asserts that it "has tendered all the adequate
protection payments for September 2012, October 2012, November
2012, December 2012, January 2013, February 2013, and March 2013
as required by" the August 15 Order, all of which Community Bank
has accepted.

The Debtor also notes that "[a]s of March 26, [2013], Community
Bank has not declared a default or filed an affidavit of
[d]efault, as required by paragraph 3 of the August 15, 2012
Order."

However, Community Bank did file an affidavit of default on April
1, 2013, asserting therein that the "Debtor has plainly failed to
confirm its Amended Plan by a date no later than 120 days from the
Order," and that as a consequence, "pursuant to the terms and
conditions of the Order, the automatic stay is lifted without
further notice or hearing upon filing of the instant Affidavit of
Default."

Community Bank filed a response to the Debtor's Motion to Vacate
on April 23, 2013, asserting that the Debtor's proposed changes to
its plan of reorganization, if made, would still result in an
unfeasible plan.

According to Judge Deller, "The fact is that the Debtor did not
propose its best plan from the outset. Rather, it proposed a
minimal plan that was fraught with risk for creditors. Having
assumed that risk, the Debtor cannot complain at this hour about
the fact that its plan was not confirmed and the consequences of
the same."

The judge also said, "Furthermore, the Debtor argues that '[t]he
Court should re-impose the stay to further the purposes of the
Bankruptcy Code and permit a Debtor who has the ability to
reorganize the opportunity to prosecute a viable Plan of
Reorganization.' . . . The Court notes that the original stay
accomplished this purpose and provided the Debtor with the
opportunity to present a viable plan of reorganization.  Again,
after the Order was entered requiring confirmation of a feasible
plan within 120 days of the date of the Order, the Debtor chose to
not put forth its best plan possible. The Debtor could have
presented a more feasible plan, as evidenced by their current
proposed Plan revisions. The 'changed circumstances' that the
Debtor points to are not 'new,' and no facts have been presented
which suggest the plan the Debtor wishes to now put forth could
not have been put forth originally. The Court therefore finds that
the Debtor's request to re-impose the stay is without merit."

The Debtor is indebted to Community Bank in connection with three
loans made pursuant to promissory notes and security agreements
executed therewith, specifically a loan in the amount of $380,072
made on December 30, 2005, a loan in the amount of $100,000 made
on March 6, 2008, and a loan in the amount of $212,800 made on
March 23, 2009.  Community Bank asserts that the Debtor is further
indebted pursuant to a commercial guaranty dated December 30,
2005, a modification and mortgage extension agreement dated March
9, 2011, and a forbearance agreement dated August 2011.  Pursuant
to the security agreements, Community Bank has a security interest
in all of the Debtor's personal property, including accounts,
inventory, and proceeds thereof.

A copy of the Court's July 9, 2013 Memorandum Opinion is available
at http://is.gd/71OPTSfrom Leagle.com.

Five Rivers Petroleum, LLC, is a limited liability company
operating a truck stop in Claysville, Pennsylvania.  Five Rivers
filed its voluntary chapter 11 bankruptcy petition (Bankr. W.D.
Pa. Case No. 11-25202) on Aug. 18, 2011.  Judge Jeffery A. Deller
oversees the case.  The Law Offices of Michael J. Henny --
m.henny@hennylaw.com -- serves as the Debtor's counsel.  In its
petition, the Debtor estimated $500,001 to $1 million in assets,
and $1 million to $10 million in debts.  A list of the Company's
19 largest unsecured creditors filed together with the petition is
available for free at http://bankrupt.com/misc/pawb11-25202.pdf
The petition was signed by Rajeet Sanahu, managing member.

The Debtor filed its first chapter 11 small business plan and
disclosure statement on May 22, 2012.


FREESEAS INC: Re-Files 2012 Annual Report to Revise Disclosures
---------------------------------------------------------------
FreeSeas Inc. filed an amendment to its annual report on Form
20-F/A for the year ended Dec. 31, 2012, originally filed with the
Securities and Exchange Commission on April 19, 2013.  In
connection with a comment letter received from the SEC, the
Company determined that certain disclosures in the Original Filing
would need to be revised.

The following items have been amended as a result of, and to
reflect, the restatement:

   * Item 16F - Change in Registrant's Certifying Accountant, to
     clarify the timing of the change of accountants in January
     2013; and
      
   * Item 19 - Exhibits, to include a letter from Ernst & Young
    (Hellas) Certified Auditors Accountants S.A. and an updated
     letter from Sherb & Co., LLP.

A copy of the Form 20-F/A is available for free at:

                        http://is.gd/mPgDEe

                         About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of
Oct. 12, 2012, the aggregate dwt of the Company's operational
fleet is approximately 197,200 dwt and the average age of its
fleet is 15 years.

Freeseas disclosed a net loss of US$30.88 million in 2012, a net
loss of US$88.19 million in 2011, and a net loss of US$21.82
million in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed US$114.35 million in total assets, $106.55 million in
total liabilities and US$7.80 million in total shareholders'
equity.

RBSM LLP, 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
incurred recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements.  It has also failed to make required payments to
Deutsche Bank Nederland as agreed to in its Sept. 7, 2012,
amended and restated facility agreement and received notices of
default from First Business Bank.  Furthermore, the vast majority
of the Company's assets are considered to be highly illiquid and
if the Company were forced to liquidate, the amount realized by
the Company could be substantially lower that the carrying value
of these assets.  These conditions among others raise substantial
doubt about the Company's ability to continue as a going concern.


GENEX SERVICES: Moody's Assigns 'B2' CFR; Outlook Stable
--------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating and a B2-PD probability of default rating to GENEX
Services, Inc. Moody's has also assigned ratings to the credit
facilities to be issued in connection with the company's proposed
recapitalization. The rating outlook for GENEX is stable.

Ratings Rationale:

"GENEX's ratings reflect its strong cash flow as well as its
stable revenues and earnings from its national presence and
expertise in workers' compensation managed care services," said
Enrico Leo, Moody's lead analyst for GENEX. "While financial
leverage will be elevated following the recapitalization and
EBITDA margins are expected to remain in the low double digit
range, we expect credit metrics for the company to improve over
the next 12-18 months."

GENEX's ratings reflect the company's strong market position in
workers' compensation case management services, national network
of nurses and case managers, stable revenues, and healthy free
cash flow. The managed care business provides GENEX with
consistent fee-based revenue based on multi-year contracts with
its customers. These strengths are offset by high financial
leverage following the recapitalization, relatively high
concentration of revenue tied to claims volume in the workers'
compensation insurance market, and some uncertainty regarding the
company's long term capital levels given the majority ownership by
private equity firms, which tend to favor high levels of debt in
the capital structure.

Following the proposed recapitalization, GENEX's debt-to-EBITDA
ratio will be in the range of 5.5x-6.5x per Moody's estimates,
although the rating agency expects improvement in leverage metrics
over the medium term. Additionally,

Moody's expects that GENEX will continue to pursue a combination
of organic growth, debt repayment, and, to a lesser extent,
acquisitions.

The proposed financing arrangement includes a $190 million first-
lien term loan and a $25 million first-lien revolving credit
facility (undrawn at closing), both rated B1, and a $55 million
second-lien term loan, rated Caa1. Net proceeds will be used to
repay existing debt of $151 million, to pay a dividend of $88
million and to pay related fees and expenses.

Factors that could lead to an upgrade of GENEX 's ratings include:
(i) debt-to-EBITDA ratio below 4.5x, (ii) (EBITDA - capex)
coverage of interest exceeding 2.5x, and (iii) free-cash-flow-to-
debt ratio greater than 6%.

Factors that could lead to a rating downgrade include: (i) debt-
to-EBITDA ratio above 6.5x, (ii) (EBITDA - capex) coverage of
interest less than 1.5x, and (iii) free-cash-flow-to-debt ratio
below 2%.

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

Corporate family rating B2;

Probability of default rating B2-PD;

$25 million first-lien revolving credit facility B1 (LGD3, 37%);

$190 million first-lien term loan B1 (LGD3, 37%);

$55 million second lien term loan Caa1 (LGD5, 88%).

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

Based in Wayne, PA, GENEX is a leading provider of managed care
services nationally. In addition to its case management services,
GENEX provides medical cost containment and related services.
GENEX generated total revenues of $369 million in 2012 based on
consolidated GAAP financial statements.


GENEX SERVICES: S&P Assigns 'B' CCR; Outlook Stable
---------------------------------------------------
Standard & Poor's Rating Services said that it assigned its 'B'
long-term corporate credit rating to Wayne, Pa.-based GENEX
Services Inc.  The outlook is stable.  At the same time, S&P
assigned a 'B' issue-level rating and '3' recovery ratings to the
new $25 million revolver and $190 million senior secured first
lien loan, and a 'CCC+' issue-level and '6' recovery rating to the
$55 million senior secured second-lien term loan.  The senior
secured credit facilities of $270 million include the following
tranches: a first-lien $25 million revolver, a $190 million first-
lien term loan due 2018, and a $55 million second-lien term loan
due 2019.

The ratings reflect GENEX's weak business risk profile (BRP) and
highly leveraged financial risk profile (FRP).  S&P bases the weak
BRP assessment on the company's narrow product scope, moderate
client concentrations, and comparable EBITDA margins versus
similarly rated peers.  S&P bases the highly leveraged FRP largely
on the company's aggressive financial policies, which stems from
its largely private equity/venture capital ownership structure as
reflected in its high debt leverage tolerance.  After the debt
issue, S&P expects the company's adjusted debt leverage to be
about 5.5x in 2013.

In S&P's opinion, GENEX is relatively well positioned in a segment
(case management and medical cost containment) of the U.S.
healthcare industry that is highly fragmented.  In addition,
workers' compensation is a mandatory employer-provided benefit in
the U.S.  GENEX is focused on medical cost containment and
disability management solutions to the workers' compensation,
employee disability, and auto insurance industries.

"In our view, GENEX's key competitive advantages should position
it for growth.  These advantages are its long-standing and
developed expertise in medical cost containment and case
management services, its growing size and scale, and its high rate
of customer retention and multiyear contracts with an average
number of large third-party administration (TPA) and workers'
compensation insurers in the U.S.  GENEX has a substantial amount
of its revenue concentrated among a few large TPAs.  A significant
amount of that revenue and purchase decision regarding GENEX's
services is actually controlled by large self-insured employers
for whom the TPA is administering claims.  TPA accounts are
typically controlled by self-insured companies.  These strengths
are largely offset by a narrow product scope and moderate client
concentrations, particularly with three large TPAs.  TPAs are
locked into multiyear contracts (typically three years).  The
company has otherwise experienced very high retention rates
historically; the loss of any or a few of its key larger accounts
could meaningfully hurt the company's credit profile," S&P noted.

S&P's stable outlook reflects its expectation that GENEX's revenue
and earnings growth during the next 12 months will support its key
credit metrics.

S&P could consider lowering the ratings if flat to lower revenue
growth and margin contraction increases leverage to 6x or more,
resulting in a highly leveraged FRP.  Another potential downside
scenario would be if the loss of one or more key clients during
the next 12 months leads to significant margin decline that would
also lead to increased leverage.

Any rating upside during the next 12 months is limited.  S&P could
consider a rating upgrade beyond 12 months if the company's
financial policies become less aggressive, resulting in sustained
leverage less than the 4.5x on an adjusted basis.


GREEKTOWN HOLDINGS: Court Dismisses Gatzaros Suit v. Tribe
----------------------------------------------------------
District Judge Paul D. Borman granted the request filed by Sault
Ste. Marie Tribe of Chippewa Indians, and The Kewadin Casino
Gaming Authority to dismiss, for failure to state a claim, the
lawsuit commenced by Ted Gatzaros and Mary Gatzaros.  The Court,
however, denied the request of Sault Ste. Marie Tribe of Chippewa
Indians, and The Kewadin Casino Gaming Authority to hold the
Gatzaros Plaintiffs in contempt of court for violating a court
order.

The lawsuit arises in connection with the longstanding Greektown
Bankruptcy litigation.  Ted and Maria Gatzaros filed a Complaint
for Declaratory Relief against the Sault Ste. Marie Tribe of
Chippewa Indians and Kewadin Gaming Authority.  The discrete issue
presented in the Adversary Proceeding is whether the Gatzaros, as
third party beneficiaries of a Guaranty Agreement, can
unilaterally modify the Guaranty Agreement to remove a limitation
provision so that the Tribe becomes obligated on its guaranty
under the Agreement, when it is undisputed that but for the
modification, the Tribe would not be obligated to the Gatzaros
under the Guaranty Agreement.  The Gatzaros rely on a waiver
provision of the Guaranty Agreement that they argue gives them the
right to unilaterally alter the terms of the Tribe's Funding
Obligation under the clear language of the agreement.  The
Gatzaros argue that the limitation provision is a term of the
Funding Obligation and therefore subject to unilateral alteration.
The Gatzaros also argue that the Tribe has waived any conceivable
defense it may have to the claims asserted in this action. The
Gatzaros also have filed an amended complaint that they argue
removes any claim from this action that would be subject to the
Claims Bar Order entered by the Court on July 13, 2012, in an
earlier Adversary Proceeding related to the Greektown Bankruptcy.

The Tribe responds that the attempted modification of the Guaranty
Agreement to remove the limitation provision without the Tribe's
consent is prohibited under the clear language of the Agreement.
The Tribe argues that the limitation provision is not a term of
the Funding Obligation but a term of the Guaranty Agreement and
that the Gatzaros cannot unilaterally alter the limitation
provision.  The Tribe argues that the Gatzaros's attempt to
unilaterally revoke the limitation provision of the Guaranty
Agreement is prohibited by the clear language of the Agreement,
which requires that the Tribe consent to such a modification.  The
Tribe further argues that the only defenses waived under the
Guaranty Agreement are those which arise under principles of
guaranty or suretyship.  They assert that they have never waived
the non-suretyship defenses that they assert in this action, i.e.
lack of good faith and fair dealing and the defense that the
Gatzaros's interpretation of the Agreement would eliminate or
render the limitation provision illusory.  The Tribe further
argues that the filing of the action violates the Court's Claims
Bar Order dated July 13, 2012.  The Tribe asks the Court to hold
the Gatzaros in contempt of Court for filing this action in
violation of the Court's previously issued Claims Bar Order.

The Court held that the claims that are asserted in the First
Amended Complaint, which seek to recover payments that were never
made, do not flow from the fraudulent transfers that were paid to
and received by the Gatzaros and therefore the claims are not
subject to and not barred by the Court's Claims Bar Order.
Accordingly, the Court must deny that portion of the Tribe's
motion that seeks to hold the Gatzaros in contempt of the Court's
previously issued Claims Bar Order.

The case is, TED GATZAROS and MARY GATZAROS, Plaintiffs, v. SAULT
STE. MARIE TRIBE OF CHIPPEWA INDIANS, and THE KEWADIN CASINO
GAMING AUTHORITY, Defendants, Adv. Proc. No. 12-06160, Case No.
13-10291 (E.D. Mich.).  A copy of the Court's July 9, 2013 Opinion
and Order is available at http://is.gd/MotPNlfrom Leagle.com.

Kewadin Casinos Gaming Authority is represented by David A.
Lerner, Esq. -- dlerner@plunkettcooney.com -- at Plunkett &
Cooney; and Grant Cowan, Esq. -- gcowan@fbtlaw.com -- at Frost
Brown Todd LLC.

Sault Ste. Marie Tribe of Chippewa Indians is also represented by
David A. Lerner, Plunkett & Cooney & Grant Cowan, Frost Brown Todd
LLC.

Ted and Maria Gatzaros are represented by Thomas L. Stroble, Esq.,
at The Stroble Law Firm, P.C..

                     About Greektown Casino

Based in Detroit, Michigan, Greektown Holdings, LLC, and its
affiliates -- http://www.greektowncasino.com/-- operate world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring more than 75,000 square feet of
casino gaming space with more than 2,400 slot machines, over 70
tables games, a 12,500-square foot salon dedicated to high limit
gaming and the largest live poker room in the metropolitan Detroit
gaming market.

The Company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No.
08-53104).  The Debtors hired Daniel J. Weiner, Esq., Michael E.
Baum, Esq., and Ryan D. Heilman, Esq., at Schafer and Weiner PLLC,
as their bankruptcy counsel; Judy B. Calton, Esq., at Honigman
Miller Schwartz and Cohn LLP, as their special counsel; Conway
MacKenzie & Dunleavy as their financial advisor, and Kurtzman
Carson Consultants LLC as claims, noticing, and balloting agent.
The Official Committee of Unsecured Creditors tapped Clark Hill
PLC as its counsel.

Greektown Holdings listed assets and debts of $100 million to
$500 million in its bankruptcy petition.

On June 1, 2009, the Debtors filed a proposed Chapter 11 Plan of
Reorganization.  On Dec. 7, 2009, certain noteholder entities, the
Official Committee of Unsecured Creditors of the Debtors, and
Deutsche Bank Trust Company Americas, as indenture trustee,
proposed their own plan of reorganization for the Debtors.  On
Jan. 22, 2010, the Bankruptcy Court entered an order confirming
the Noteholder Plan.  The Plan was declared effective on June 30,
2010, after Greektown Casino Hotel obtained unanimous approval
from the Michigan Gaming Control Board on June 28 of the transfer
of the Company's ownership from the Sault Ste. Marie Tribe of
Chippewa Indian to new investors.


GREGORY WOOD: Robertson & Foley Approved as Investment Banker
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of North
Carolina authorized Gregory Wood Products, Inc., to employ
Robertson & Foley, LLC as investment banker.

As reported by the Troubled Company Reporter on May 13, 2013,
Robertson & Foley will assist in locating an investor or in the
alternative, strategic buyer in connection with an "in place" sale
of substantially all of the Debtor's assets.

The Debtor proposes to pay Robertson & Foley a transaction fee
equal to six percent of the gross amount of the transaction or
$150,000, whichever is greater, upon the closing of a potential
financial transaction.

Robertson & Foley has contracted with Tri-State Auction and
Realty, LLC and Robertson & Foley and Tri-State have agreed to
split Robertson & Foley's commission between them on a 50/50 basis
upon the closing of a transaction.

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

                 About Gregory Wood Products

Gregory Wood Products, Inc., filed a Chapter 11 petition (Bankr.
W.D.N.C. Case No. 13-50104) on Feb. 15, 2013, disclosing total
assets of $15.1 million and liabilities of $10.9 million.

The Debtor owns land and building in Woodtech Drive, in Newton,
California, worth $3.28 million, serving as collateral to a
$10.3 million debt.  The Debtor valued its machinery and equipment
at $11.3 million.  David A. Matthews, Esq., at Shumaker, Loop &
Kendrick, LLP, in Charlotte, North Carolina, serves as counsel to
the Debtor.  The Debtor tapped Johnny Gates, Inc., as financial
advisor.  Judge Laura T. Beyer presides over the case.

The Bankruptcy Administrator in the Chapter 11 case was unable to
appoint a Committee of Creditors because none of the 20 largest
unsecured creditors have accepted appointment.


GUIDED THERAPEUTICS: Corrects Report on Amended PMA Application
---------------------------------------------------------------
Guided Therapeutics, Inc., on April 5, 2013, filed a post-
effective amendment to its registration statement on Form S-1 with
the Securities and Exchange Commission and on July 5, 2013, the
Company filed a registration statement on Form S-1 with the SEC,
both incorrectly stating the date of the Company's filing of an
amended premarket approval application with the U.S. Food and Drug
Administration for the Company's LuVivaTM non-invasive cervical
cancer detection device.  As previously disclosed, the
Company filed its amended PMA application on Nov. 14, 2012.

                    About Guided Therapeutics

Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP)
-- http://www.guidedinc.com/-- is developing a rapid and painless
test for the early detection of disease that leads to cervical
cancer.  The technology is designed to provide an objective result
at the point of care, thereby improving the management of cervical
disease.  Unlike Pap and HPV tests, the device does not require a
painful tissue sample and results are known immediately.  GT has
also entered into a partnership with Konica Minolta Opto to
develop a non-invasive test for Barrett's Esophagus using the
LightTouch technology platform.

Guided Therapeutics disclosed a net loss of $4.35 million on $3.33
million of contract and grant revenue for the year ended Dec. 31,
2012, as compared with a net loss of $6.64 million on $3.59
million of contract and grant revenue in 2011.  The Company's
balance sheet at March 31, 2013, showed $3.58 million in total
assets, $1.72 million in total liabilities, and $1.86 million in
total stockholders' equity.

UHY LLP, in Sterling Heights, Michigan, issued a "going concern"
qualification on the Company's consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring losses from
operations and accumulated deficit that raise substantial doubt
about its ability to continue as a going concern.

                        Bankruptcy Warning

"The Company's capital-raising efforts are ongoing.  If sufficient
capital cannot be raised during the second quarter of 2013, the
Company has plans to curtail operations by reducing discretionary
spending and staffing levels, and attempting to operate by only
pursuing activities for which it has external financial support,
such as under the Konica Minolta license agreement and additional
NCI, NHI or other grant funding.  However, there can be no
assurance that such external financial support will be sufficient
to maintain even limited operations or that the Company will be
able to raise additional funds on acceptable terms, or at all.  In
such a case, the Company might be required to enter into
unfavorable agreements or, if that is not possible, be unable to
continue operations, and to the extent practicable, liquidate
and/or file for bankruptcy protection."


HALLWOOD GROUP: $940K Available Borrowings Under HFL Loan in Q3
---------------------------------------------------------------
The Hallwood Group Incorporated provided an update regarding its
liquidity situation.  As previously disclosed, on May 13, 2013,
the promissory note associated with the loan provided by Hallwood
Family (BVI), L.P., was amended, pursuant to a Second Amendment to
Promissory Note, to convert it to a revolving credit facility to
provide additional liquidity to the Company.  The maturity date of
the promissory note continues to be June 30, 2015.

In late May 2013, the Company received an approximate $4,300,000
refund from the IRS of 2010 federal taxes.  The proceeds of these
funds were used to pay $4,000,000 towards principal and interest
outstanding on the HFL Loan, with the balance retained for the
Company's expenses and cash needs.  Accordingly, as of June 30,
2013, the outstanding balance of the HFL Loan was $5,411,000 as
compared to $9,047,000 as of March 31, 2013.

Subject to the terms and conditions of the HFL Loan, as amended,
upon written request, the Company may borrow and receive advances
of amounts requested by the Company (including amounts previously
repaid) not to exceed either of:

   (a) The amount in each calendar quarter equal to the amount
       budgeted by the Company to fund general and administrative
       costs for that calendar quarter; or

   (b) An amount that would result in the aggregate principal
       amount of the HFL Loan to exceed $10,000,000.

The Company's general and administrative costs are estimated to be
approximately $1,100,000, $940,000, and $986,000 in the second,
third and fourth quarters of 2013, respectively.  These general
and administrative costs are estimated based on historic recurring
costs of the Company and the actual amount of general and
administrative costs of the Company for these periods could differ
significantly as a result of unforeseen or other non-recurring
costs.

As of June 30, 2013, the Company had $695,000 of credit
availability under the HFL Loan for general and administrative
costs for the second quarter, and all of the availability for the
third and fourth quarters of 2013 of $940,000 and $986,000,
respectively.

                  Regains NYSE Listing Compliance

The Company has regained compliance with the listing standards of
the NYSE MKT LLC.

The Company received a letter from the Exchange dated April 11,
2013, indicating that the Company was not in compliance with
Section 1003(a)(iv) of the NYSE MKT Company Guide.  The Exchange
had determined that the Company's financial condition had become
impaired based upon its review of the Company's Form 10-K for the
fiscal year ended Dec. 31, 2012.  The Company submitted a plan of
compliance with the Exchange on May 13, 2013.

On July 5, 2013, the Company received a letter from the Exchange
stating that the Company has resolved the continued listing
deficiency referenced in its letter dated April 11, 2013.

                       About Hallwood Group

Dallas, Texas-based The Hallwood Group Incorporated (NYSE MKT:
HWG) operates as a holding company.  The Company operates its
principal business in the textile products industry through its
wholly owned subsidiary, Brookwood Companies Incorporated.

Brookwood is an integrated textile firm that develops and produces
innovative fabrics and related products through specialized
finishing, treating and coating processes.

Prior to October 2009, The Hallwood Group Incorporated held an
investment in Hallwood Energy, L.P. ("Hallwood Energy").  Hallwood
Energy was a privately held independent oil and gas limited
partnership and operated as an upstream energy company engaged in
the acquisition, development, exploration, production, and sale of
hydrocarbons, with a primary focus on natural gas assets.  The
Company accounted for the investment in Hallwood Energy using the
equity method of accounting.  Hallwood Energy filed for bankruptcy
in March 2009.  In connection with the confirmation of Hallwood
Energy's bankruptcy in October 2009, the Company's ownership
interest in Hallwood Energy was extinguished and the Company no
longer accounts for the investment in Hallwood Energy using the
equity method of accounting.

Hallwood Group incurred a net loss of $17.94 million in 2012, as
compared with a net loss of $6.33 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $70.82 million in total
assets, $30.97 million in total liabilities and $39.85 million in
total stockholders' equity.

Deloitte & Touche LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company is dependent on its subsidiary to receive the cash
necessary to fund its ongoing operations and obligations.  It is
uncertain whether the subsidiary will be able to make payment of
dividends to its fund ongoing operations.  These conditions raise
substantial doubt about its ability to continue as a going
concern.


HD SUPPLY: Files Certificate of Amendment with State Secretary
--------------------------------------------------------------
A Certificate of Amendment of the Certificate of Incorporation of
HD Supply, Inc., was filed with the Secretary of State of the
State of Delaware and became effective on July 2, 2013.  The
Certificate of Amendment provides that the Company, on its behalf
and on behalf of its subsidiaries, renounces and waives any
interest or expectancy in, or in being offered an opportunity to
participate in, corporate opportunities, that are from time to
time presented to certain of its shareholders or those
shareholders' respective officers, directors, agents stockholders,
members, partners, affiliates or subsidiaries, even if the
opportunity is one that the Company or its subsidiaries might
reasonably be deemed to have pursued or had the ability or desire
to pursue if granted the opportunity to do so.

Upon the filing of the Certificate of Amendment, the Amended and
Restated By-Laws of the Company, as approved by the Company's
board of directors, became effective on July 2, 2013.  The By-Laws
increase the maximum number of directors that may constitute the
Board from nine to 21 and also provide for certain other
conforming and updating changes which reflect the initial public
offering of the Company's indirect parent, HD Supply Holdings,
Inc.

A copy of the Certificate of Amendment is available at:

                        http://is.gd/RDgiWT

A copy of the Amended Bylaws is available for free at:

                        http://is.gd/kDgrZe

                          About HD Supply

HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the
largest North American wholesale distributors supporting
residential and non-residential construction and to a lesser
extent electrical consumption and repair and remodeling.  HDS also
provides maintenance, repair and operations services.  Its
businesses are organized around three segments: Infrastructure and
Energy; Maintenance, Repair & Improvement; and, Specialty
Construction.  HDS operates through approximately 800 locations
throughout the U.S. and Canada serving contractors, government
entities, maintenance professionals, home builders and
professional businesses.

For the 12 months ended Feb. 3, 2013, the Company incurred a net
loss of $1.17 billion on $8.03 billion of net sales, as compared
with a net loss of $543 million on $7.02 billion of net sales for
the 12 months ended Jan. 29, 2012.  As of May 5, 2013, the Company
had $6.45 billion in total assets, $8.17 billion in total
liabilities and a $1.72 billion total stockholders' deficit.

                           *     *     *

As reported by the TCR on Jan. 11, 2013, Moody's Investors Service
upgraded HD Supply, Inc.'s ("HDS") corporate family rating to B3
from Caa1 and its probability of default rating to B3 from Caa1.
This rating action results from our expectations that HDS will
refinance a significant portion of its senior subordinated notes
due 2015, effectively extending the remainder of its maturities by
at least two years to 2017.

HD Supply carries a 'B' corporate credit rating, with
negative outlook, from Standard & Poor's Ratings Services.


HEMISPHERE MEDIA: S&P Assigns Prelim. 'B' Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Coral Gables, Fla.-
based TV cable network and TV broadcasting company Hemisphere
Media Group Inc. its preliminary 'B' corporate credit rating.  The
outlook is stable.

At the same time, S&P assigned subsidiaries and co-borrowers
Hemisphere Media Holdings LLC and InterMedia Espanol Inc.'s
proposed $175 million senior secured term loan B due 2020 its
preliminary issue-level ratings of 'B' (at the same level as the
corporate credit rating on the parent), with a preliminary
recovery rating of '3', indicating its expectation for meaningful
(50% to 70%) recovery for lenders in the event of a payment
default.

"The 'B' preliminary corporate credit rating on Hemisphere Media
Group Inc. reflects our view that the company has a 'weak'
business risk profile and an 'aggressive' financial risk profile
according to our criteria," said Standard & Poor's credit analyst
Naveen Sarma.  The business risk profile is based on the company's
limited scale, as it only owns a single TV broadcasting station in
Puerto Rico and two U.S.-based Spanish language cable networks,
and its narrow business focus, primarily targeting Hispanics
living in the U.S.

The stable outlook reflects S&P's expectation that the company
will maintain leverage below 5.0x, preserve sufficient liquidity
for operating needs, and continue to generate positive
discretionary cash flow.  S&P believes that an upgrade or a
downgrade is unlikely over the next 12 to 18 months.

Although unlikely over the intermediate term given the company's
short operating track record, S&P would consider raising the
rating if Hemisphere is able to meaningfully grow its affiliate
fees and advertising revenues at its cable networks while
maintaining EBITDA margins and debt leverage at 4.0x or
below.  Conversely, S&P could lower the rating if leverage rises
above 5.0x or liquidity becomes strained because of acquisitions.


HERON LAKE: Amends Existing Agreements with Gavilon
---------------------------------------------------
Heron Lake BioEnergy, LLC, on July 2, 2013, entered into an
Assignment and Amendment Agreement with Gavilon, LLC, and Gavilon
Global Ag Holdings, LLC, relating to the following agreements
between the Company and Gavilon: Corn Supply Agreement, an Ethanol
and Distiller's Grains Marketing Agreement, and a Master Netting,
Setoff, Credit and Security Agreement, each dated Sept. 1, 2011.

Concurrently with the execution of the Amendment Agreement, the
Company and Gavilon Global entered into a Risk Management Services
Agreement dated July 2, 2013.

The Amendment Agreement amended the Corn Supply Agreement to
extend the initial term of the Corn Supply Agreement to Oct. 31,
2013, eliminate provisions under the Corn Supply Agreement giving
the Company the right to make certain limited corn sales, and
suspend the risk management provisions of the Corn Supply
Agreement, during the term of the Risk Management Agreement.
Furthermore, for purposes of corn origination and payment under
the Corn Supply Agreement, the parties to the Amendment Agreement
agreed that Gavilon Global's form of corn purchase contract will
be used at all times and payment under such contracts will be made
directly by Gavilon Global to the applicable growers.

The Amendment Agreement amended the Marketing Agreement to suspend
during the term of the Risk Management Agreement provisions with
respect to the handling of certain favorable bid or price quotes
for the ethanol and co-products marketed through the Marketing
Agreement and provisions relating to forward market services.

The Amendment Agreement amended the Netting Agreement so that the
Netting Statements, and the payments due thereunder, will include
fees and other amounts owed under the Risk Management Agreement.
The Netting Agreement was also amended to grant Gavilon Global the
right to appoint one observer to the Company's Board of Governors
only.  The Amendment Agreement also confirmed the current
threshold amounts applicable to the parties to the Netting
Agreement, which threshold amounts determine whether the Company
is required to deliver cash or certain letters of credit to
Gavilon to cover its exposure under the Netting Agreement, and
reduced the number of days to change the threshold amounts from 60
days to 10 days.

Pursuant to the Risk Management Agreement, Gavilon Global was
engaged to provide the Company with risk management strategy and
transaction services.  The Company granted Gavilon Global
exclusive authority to enter into risk management transactions,
such as hedging, purchase and sale transactions, on behalf of the
Company relating to corn, ethanol and co-products within
established parameters under the Risk Management Agreement.  In
connection with the Risk Management Agreement, the Company must
maintain a Risk Management Committee to provide certain risk
management transaction approvals to Gavilon Global that are
outside the established parameters.  The Company will pay Gavilon
Global a monthly fee for its services during the term.  The term
of the Risk Management Agreement expires on Oct. 31, 2013, subject
to earlier termination by the parties for uncured default of the
Risk Management Agreement or if the party has the right to
terminate any of the Existing Agreements, and for certain
bankruptcy and insolvency events.

The Company entered into the Risk Management Agreement under and
pursuant to its affirmative covenants the Sixth Amended and
Restated Master Loan Agreement entered into with AgStar Financial
Services, PCA on May 17, 2013.

                         About Heron Lake

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

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

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

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

                         Bankruptcy Warning

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

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


HI-WAY EQUIPMENT: Has Green Light to Hire CRO and CFO
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, in a
final order, authorized Hi-Way Equipment Company LLC to employ
Charles W. Reeves, Jr., as its chief restructuring officer.

In a separate ruling, the Bankruptcy Court authorized Hi-Way
Equipment Company to employ John Koskiewicz as interim chief
financial officer.  As reported by the Troubled Company Reporter
on June 6, 2013, prior to the Petition Date, the Debtors employed
a chief financial officer, however, that CFO resigned effective
March 29.

Mr. Koskiewicz, as interim CFO, will, among other things:

   -- manage the Debtors' financial and treasury functions;

   -- assist the Debtors in obtaining and compiling information
      that is needed to present the Debtors' assets to interested
      parties and to further support those efforts by assisting
      with matters as due diligence and obtaining information that
      may be needed to obtain maximum value for the Debtors'
      stakeholders; and

   -- assist management, as requested, with the elevation of
      various restructuring initiatives and strategies.

The interim CFO will be paid a salary of $7,500, on a weekly basis
at the same rate as prior to the Petition Date.

                  About Hi-Way Equipment Company

Hi-Way Equipment Company LLC filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 13-41498) on April 1, 2013.  Charles W. Reeves,
Jr., signed the petition as chief restructuring officer.
Gardere Wynne Sewell, LLP, in Dallas, Texas, serves as the
Debtor's counsel.  The Debtor estimated assets and debts of at
least $10 million.

Shannon, Gracey, Ratliff & Miller represents the Official
Committee of Unsecured Creditors as counsel.

Hi-Way Equipment has been providing rental and sales of equipment
since 1948.  In 2008, Hi-Way Equipment acquired Equipment Support
Services, Inc.  As part of that acquisition, Hi-Way Equipment
expanded to become a dealer of Case and Case IH equipment through
CNH America LLC.  With the acquisition of ESS, Hi-Way Equipment
acquired ESS' subsidiaries: CDI Equipment, Ltd., Carruth-Doggett
Industries Partners Acquisition, LLC, Future Equipment Holdings,
LLC, Future Equipment Partners, LLC, Equipment Support Services,
Inc., ESS Acquisition LLC, Carruth-Doggett Industries Holdings
Acquisition, LLC, and Southern Power Acquisition, Inc.  In 2011,
Hi-Way Equipment merged with the Subsidiaries and Hi-Way Equipment
was the sole surviving entity.  Hi-Way Equipment serves as the
non-exclusive dealer of Case and Case IH equipment in numerous
counties across Texas.


HI-WAY EQUIPMENT: Gardere Wynne Approved as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Hi-Way Equipment Company LLC to employ Gardere Wynne
Sewell LLP as counsel.

Hi-Way Equipment Company LLC filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 13-41498) on April 1, 2013.  Charles W. Reeves,
Jr., signed the petition as chief restructuring officer.
Gardere Wynne Sewell, LLP, in Dallas, Texas, serves as the
Debtor's counsel.  The Debtor estimated assets and debts of at
least $10 million.

Shannon, Gracey, Ratliff & Miller represents the Official
Committee of Unsecured Creditors as counsel.

Hi-Way Equipment has been providing rental and sales of equipment
since 1948.  In 2008, Hi-Way Equipment acquired Equipment Support
Services, Inc.  As part of that acquisition, Hi-Way Equipment
expanded to become a dealer of Case and Case IH equipment through
CNH America LLC.  With the acquisition of ESS, Hi-Way Equipment
acquired ESS' subsidiaries: CDI Equipment, Ltd., Carruth-Doggett
Industries Partners Acquisition, LLC, Future Equipment Holdings,
LLC, Future Equipment Partners, LLC, Equipment Support Services,
Inc., ESS Acquisition LLC, Carruth-Doggett Industries Holdings
Acquisition, LLC, and Southern Power Acquisition, Inc.  In 2011,
Hi-Way Equipment merged with the Subsidiaries and Hi-Way Equipment
was the sole surviving entity.  Hi-Way Equipment serves as the
non-exclusive dealer of Case and Case IH equipment in numerous
counties across Texas.


HI-WAY EQUIPMENT: Has Final OK for UpShot as Claims Agent
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized, on a final basis, Hi-Way Equipment Company LLC to
employ UpShot Services LLC as noticing, claims and balloting
agent.

Hi-Way Equipment Company LLC filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 13-41498) on April 1, 2013.  Charles W. Reeves,
Jr., signed the petition as chief restructuring officer.
Gardere Wynne Sewell, LLP, in Dallas, Texas, serves as the
Debtor's counsel.  The Debtor estimated assets and debts of at
least $10 million.

Shannon, Gracey, Ratliff & Miller represents the Official
Committee of Unsecured Creditors as counsel.

Hi-Way Equipment has been providing rental and sales of equipment
since 1948.  In 2008, Hi-Way Equipment acquired Equipment Support
Services, Inc.  As part of that acquisition, Hi-Way Equipment
expanded to become a dealer of Case and Case IH equipment through
CNH America LLC.  With the acquisition of ESS, Hi-Way Equipment
acquired ESS' subsidiaries: CDI Equipment, Ltd., Carruth-Doggett
Industries Partners Acquisition, LLC, Future Equipment Holdings,
LLC, Future Equipment Partners, LLC, Equipment Support Services,
Inc., ESS Acquisition LLC, Carruth-Doggett Industries Holdings
Acquisition, LLC, and Southern Power Acquisition, Inc.  In 2011,
Hi-Way Equipment merged with the Subsidiaries and Hi-Way Equipment
was the sole surviving entity.  Hi-Way Equipment serves as the
non-exclusive dealer of Case and Case IH equipment in numerous
counties across Texas.


HI-WAY EQUIPMENT: U.S. Trustee Forms Three-Member Creditors Panel
-----------------------------------------------------------------
William T. Neary, U.S. Trustee for Region 6, has appointed these
entities to serve on the Official Committee of Unsecured Creditors
in the Chapter 11 cases of Hi-Way Equipment Company, LLC, et al.

The Committee consists of:

      1. Nicole Lewis
         L&L Logistics, LLC
         104 Advance Road
         Weatherford, TX 76088
         Tel: (940) 507-1240
         Fax: (817) 887-2487
         E-mail: ll_logistics@hotmail.com

      2. Mike Runnels
         M. Runnels Investment, Ltd.
         4916 East Bankhead Highway
         Weatherford, TX 76087
         Tel: (214) 763-0448
         Fax: (817) 598-0316
         E-mail: mwrunnels@aol.com

      3. Brian Talley
         BT Transportation
         P.O. Box 421035
         Houston, TX 77242
         Tel: (281) 330-2784
         Fax: (832) 321-4723
         E-mail: briantalley_transport@yahoo.com

                  About Hi-Way Equipment Company

Hi-Way Equipment Company LLC filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 13-41498) on April 1, 2013.  Charles W. Reeves,
Jr., signed the petition as chief restructuring officer.
Gardere Wynne Sewell, LLP, in Dallas, Texas, serves as the
Debtor's counsel.  The Debtor estimated assets and debts of at
least $10 million.

Shannon, Gracey, Ratliff & Miller represents the Official
Committee of Unsecured Creditors as counsel.

Hi-Way Equipment has been providing rental and sales of equipment
since 1948.  In 2008, Hi-Way Equipment acquired Equipment Support
Services, Inc.  As part of that acquisition, Hi-Way Equipment
expanded to become a dealer of Case and Case IH equipment through
CNH America LLC.  With the acquisition of ESS, Hi-Way Equipment
acquired ESS' subsidiaries: CDI Equipment, Ltd., Carruth-Doggett
Industries Partners Acquisition, LLC, Future Equipment Holdings,
LLC, Future Equipment Partners, LLC, Equipment Support Services,
Inc., ESS Acquisition LLC, Carruth-Doggett Industries Holdings
Acquisition, LLC, and Southern Power Acquisition, Inc.  In 2011,
Hi-Way Equipment merged with the Subsidiaries and Hi-Way Equipment
was the sole surviving entity.  Hi-Way Equipment serves as the
non-exclusive dealer of Case and Case IH equipment in numerous
counties across Texas.


HILLTOP FARMS: Plan Solicitation Period Extended Until Aug. 30
--------------------------------------------------------------
Judge Charles L. Nail, Jr., of the U.S. Bankruptcy Court for the
District of South Dakota, extended until Aug. 30, 2013, the time
within which Hilltop Farms, LLC, will gain acceptance of its plan.

The Debtor's counsel, Laura L. Kulm, Esq., at Gerry & Kulm Ask,
Prof. LLC, in Sioux Falls, South Dakota, related that the Debtor's
business is connected with Hilltop Dairy, LLP, such that the
Debtor rents its land and facilities to Hilltop Dairy, LLP, and
the Debtor generates income from management services that it
provides to Hilltop Dairy, LLP.  Because of this connection and
because the Debtor's main secured lender is secured in assets of
both the Debtor and Hilltop Dairy, LLP, in regards to the same
debts, Hilltop Dairy, LLP and the Debtor agreed with their main
secured lender that Hilltop Dairy, LLP would file a Chapter 11
bankruptcy also and Hilltop Dairy, LLP did file a Chapter 11
bankruptcy on January 2, 2013.

Also, because of this connection, both the Debtor and Hilltop
Dairy, LLP, have filed their Disclosure Statements simultaneous
with each other and have filed their Plans of Reorganization
simultaneous with each other, Ms. Kulm further related.  However,
at the approval hearing for their Disclosure Statements, the Court
ordered that both Debtor and Hilltop Dairy, LLP, serve out their
Plans and the Court set the telephonic hearings on confirmation of
the Plans for July 25, 2013.  However, the Debtor's exclusivity
period to gain acceptance of the Plan expires on July 1, 2013.  In
addition, the Court's Order states that if an evidentiary hearing
is needed for confirmation, that hearing will be set in August
2013.

Accordingly, the Debtor thought it best to seek an extension until
the end of August 2013 to gain acceptance of its Plan.

Moreover, Ms. Kulm said proofs of claim, which were filed, may
need to be amended based on the outcome of negotiations started
with the Debtor's creditors.  Furthermore, the Debtor needs
additional time to evaluate these claims and negotiate and settle
those issues with the creditors so that they may be paid through
the proposed plan.

                        About Hilltop Farms

Elkton, South Dakota-based Hilltop Farms, LLC, owns properties in
Brookings County, South Dakota.  It filed a Chapter 11 petition
(Bankr. D.S.D. Case No. 12-40768) on Nov. 2, 2012, in Sioux Falls,
South Dakota.  It disclosed assets of $13.1 million and
$13.5 million in liabilities as of Nov. 2, 2012.  Laura L. Kulm
Ask, Esq., at Gerry & Kulm Ask, Prof LLC, serves as counsel to the
Debtor.  Judge Charles L. Nail, Jr., presides over the case.

Daniel M. McDermott, U.S. Trustee for Region 12, was unable to
form an official committee of unsecured creditors in the Debtor's
case.


HILLTOP FARMS: Can Use FB&T Cash Collateral Until Sept. 30
----------------------------------------------------------
Judge Charles L. Nail, Jr., of the U.S. Bankruptcy Court for the
District of South Dakota, approved the stipulation authorizing
Hilltop Farms, LLC, to use First Bank and Trust's cash collateral
from Aug. 1 through Sept. 30, 2013, or until the Debtor's Plan is
confirmed, whichever occurs first.

Specifically, the Debtor will use $311,362 to maintain the
operation of its business.  The cash collateral proposed to be
used includes proceeds from calf sales, heifer sales, equipment
leases, rental fees, and management fees.  FB&T holds a
prepetition first security interest in the prepetition proceeds
the Debtor earns from the operation of its business.  Debtor will
continue to run and operate in the ordinary course of business.

As adequate protection, the Debtor will pay FB&T $10,000 per month
as adequate protection for the months of August and September
2013, or until its Plan is confirmed, whichever occurs first.  In
addition, Debtor proposes to grant FB&T a replacement lien for the
time periods for the use of cash collateral on all postpetition
receivables to the extent the collateral is used.  Furthermore,
the Debtor grants FB&T the right to inspect the collateral, upon
reasonable notice, and the Debtor agrees to keep the collateral
insured and to maintain the collateral in its present condition,
ordinary wear and tear accepted.  The Debtor added that FB&T is
also adequately protected based upon an equity cushion in all
assets which it is secured by with its first position lien.

The Court directed that FB&T will properly perfect any replacement
lien given it under the stipulation.

                        About Hilltop Farms

Elkton, South Dakota-based Hilltop Farms, LLC, owns properties in
Brookings County, South Dakota.  It filed a Chapter 11 petition
(Bankr. D.S.D. Case No. 12-40768) on Nov. 2, 2012, in Sioux Falls,
South Dakota.  It disclosed assets of $13.1 million and
$13.5 million in liabilities as of Nov. 2, 2012.  Laura L. Kulm
Ask, Esq., at Gerry & Kulm Ask, Prof LLC, serves as counsel to the
Debtor.  Judge Charles L. Nail, Jr., presides over the case.

Daniel M. McDermott, U.S. Trustee for Region 12, was unable to
form an official committee of unsecured creditors in the Debtor's
case.


IEC ELECTRONICS: Regains NYSE MKT Listing Compliance
----------------------------------------------------
IEC Electronics Corp. on July 11 disclosed that it had received
notice from NYSE Regulation dated July 9, 2013 that the Company is
now considered to have regained compliance with the listing
requirements of the NYSE MKT, LLC.

In the letter from the listing Exchange, IEC was informed that
based upon a review of publicly available information, the Company
has resolved the continued listing deficiency with respect to
Sections 134 and 1101 of the NYSE MKT LLC Company Guide.  In
addition, the Exchange also indicated that as is the case for all
listed issuers, the Company's continued listing eligibility will
continue to be assessed on an on-going basis.  To the Company's
knowledge, no further action is required with respect to this
matter at this time.

                      About IEC Electronics

IEC Electronics Corporation -- http://www.iec-electronics.com--
is a provider of electronic manufacturing services ("EMS") to
advanced technology companies primarily in the military and
aerospace, medical, industrial and communications sectors.  The
Company specializes in the custom manufacture of high reliability,
complex circuit cards, system level assemblies, a wide array of
custom cable and wire harness assemblies, precision sheet metal
products, and advanced research and testing services.  IEC
Electronics is headquartered in Newark, NY (outside of Rochester)
and also has operations in Rochester, NY, Albuquerque, NM and Bell
Gardens, CA.


IGPS COMPANY: Court Okays Fox Rothschild as Co-Counsel
-----------------------------------------------------
iGPS Company LLC obtained authorization from the U.S. Bankruptcy
Court for the District of Delaware to employ Fox Rothschild LLP as
co-counsel.  Fox will work closely with proposed co-counsel, White
& Case LLP, to ensure that there is no unnecessary duplication of
services performed or charged to the Debtor's estate.

                          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 Nod to Hire Houlihan Lokey as Investment Banker
-----------------------------------------------------------------
iGPS Company LLC obtained permission from the U.S. Bankruptcy
Court for the District of Delaware to employ Houlihan Lokey
Capital, Inc, as investment banker nunc pro tunc to the Petition
Date.  As reported by the Troubled Company Reporter on July 1,
2013, Houlihan Lokey will be paid a non-refundable cash fee of
$75,000, a non-refundable monthly fee of $75,000, and transaction
fees for a restructuring or a sale or a refinancing transaction.
Houlihan disclosed that within 90 days prior to the Petition Date,
it has been paid by the Debtors a total of $450,000 in fees, and
has reimbursed for $50,843 in expenses.  Additionally, in
accordance with an acknowledgment, Houlihan was paid $750,000 from
the senior lenders under the Debtor's credit facility.

                          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 Hires McKenna Long as Counsel
-----------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
case of iGPS Company LLC seeks permission from the U.S. Bankruptcy
Court for the District of Delaware to retain the law firm of
McKenna Long & Aldridge LLP, nunc pro tunc to June 14, 2013, as
counsel.

The Committee is filing an application to employ Cole, Schotz,
Meisel, Forman & Leonard, P.A., as Delaware counsel.  MLA and Cole
Schotz will work together at the direction of the Committee to
avoid any unnecessary duplication of services in the matter.

MLA will, among other things, assist and advise the Committee in
its consultations with the Debtor regarding the administration of
the Chapter 11 case, at these hourly rates:

      Gary W. Marsh             $575
      Henry F. Sewell, Jr.      $545
      Alison Elko Franklin      $400

To the best of the Committee's knowledge, MLA 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%.


INTERSTATE PROPERTIES: ANICO Objects to Motion to Dismiss
---------------------------------------------------------
American National Insurance Company ("ANICO") objects to debtor
Interstate Properties, LLC's motion to dismiss its Chapter 11
case.

The Debtor is obligated to ANICO under a Promissory Note dated
Feb. 10, 2011, in the original principal amount of $13.3 million,
secured by a first-priority lien in the Debtor's real property
located at I-79 & WV SR 43, Elkview, West Virginia, including The
Crossings Shopping Center, and all or substantially all of the
Debtor's personal property used in operation of The Crossings
Shopping Center.  As of the Petition Date, the Debtor owed ANICO
$14,182,311, exclusive of accruing interest, fees, costs, and
other charges.

The dismissal motion asserts that cause exists to dismiss the
Bankruptcy Case because "Debtor has received an offer to refinance
the Debtor's indebtedness (i.e. $14,000,000) from a reputable
lender, UBS Investment Bank and has accepted said offer, subject
to Bankruptcy Court approval."

ANICO, however, says the proposed refinancing with UBS does not
constitute an offer or a commitment to refinance Debtor's
obligations.  Debtor's preliminary discussions with UBS, according
to ANICO, do not provide a basis for the dismissal of this
Bankruptcy Case.

Furthermore, ANICO relates, should a loan commitment be actually
received from UBS, the proposed loan proceeds will be insufficient
for the Debtor to restructure its obligations outside the context
of a plan of reorganization.

In the alternative, should the Court be inclined to grant the
motion to dismiss, ANICO requests that the Court dismiss the case
with prejudice to a subsequent bankruptcy filing, and make an in
in rem determination with respect to ANICO's collateral.

As reported in the TCR on June 20, 2013, the Debtor explained that
it has received and accepted an offer to refinance its
indebtedness (i.e. $14,000,000) from UBS, who, as a condition to
the refinance, required that the case be dismissed.

Counsel for ANICO can be reached at:

         Sean C. Kulka, Esq.
         ARNALL GOLDEN GREGORY LLP
         171 17th Street, N.W., Suite 2100
         Atlanta, GA 30363-1031
         Tel: (404) 873-8682
         Fax: (404) 873-8683
         E-mail: sean.kulka@agg.com

        - and -

         Frederick Black, Esq.
         Tara Annweiler, Esq.
         GREER, HERZ & ADAMS, LLP
         One Moody Plaza, 18th Floor
         Galveston, TX 77550-7998
         Phone: (409) 797-3200
         Fax: (409) 766-6424

Guy G. Gebhardt, Acting United States Trustee for Region 21, also
objects to the Debtor's motion to dismiss.  Mr. Gebhardt says that
in the absence of statutory authority to pay creditors outside of
a confirmed Chapter 11 plan, the Debtor's motion should be denied.

Mr. Gebhardt is represented by:

         Lindsay N. P. Swift, Esq.
         United States Department of Justice
         Office of the United States Trustee
         362 Richard Russell Building
         75 Spring Street, SW
         Atlanta, GA 302303
         Tel: (404) 331-4437
         E-mail: Lindsay.n.swift@usdoj.gov

                    About Interstate Properties

Interstate Properties, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ga. Case No. 12-76037) in Atlanta on Oct. 17, 2012.  Judge
Margaret Murphy presides over the case.  George M. Geeslin, Esq.,
who has an office in Atlanta, Georgia, serves as the Debtor's
bankruptcy counsel.

The Debtor owns and operates, among others, two shopping centers,
one located in Elkview, West Virginia, and one located in Decatur,
Georgia.  In its schedules, as amended, the Debtor disclosed
$73,002,403 in total assets and $62,264,480 in total liabilities.


IVENS PROPERTIES: Case Summary & 3 Unsecured Creditors
------------------------------------------------------
Debtor: Ivens Properties, Inc.
        521 W. Lamar Alexander Parkway
        Maryville, TN 37801

Bankruptcy Case No.: 13-32471

Chapter 11 Petition Date: July 3, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Tennessee (Knoxville)

Judge: Richard Stair, Jr.

Debtor's Counsel: Keith L. Edmiston, Esq.
                  GRIBBLE CARPENTER & ASSOCIATES, PLLC
                  118 Parliament Drive
                  Maryville, TN 37804
                  Tel: (865) 980-7700
                  Fax: (865) 980-7717
                  E-mail: kle@gribblecarpenter.com

Scheduled Assets: $2,055,000

Scheduled Liabilities: $962,700

A copy of the Company's list of its three unsecured creditors is
available for free at http://bankrupt.com/misc/tneb13-32471.pdf

The petition was signed by Mark Ivens, president.


KIT DIGITAL: Equity Committee Seek Rejection of Exit Plan
---------------------------------------------------------
Stephanie Gleason writing for Dow Jones' DBR Small Cap reports
that the committee representing equity holders in KIT digital
Inc.'s Chapter 11 case has advised shareholders to vote to reject
the technology company's proposed bankruptcy-exit plan.

                         About KIT digital

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

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

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

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


KNOWLEDGE UNIVERSE: Moody's Affirms 'B3' CFR & Stable Outlook
-------------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating
of Knowledge Universe Education LLC and assigned B2 ratings to the
company's proposed first lien senior secured bank credit
facilities, consisting of a $75 million revolving credit facility
due 2018 and a $267 million term loan due 2019. Moody's also
affirmed the B3-PD probability of default rating of KUE LLC. The
ratings outlook remains stable.

KUE LLC will primarily use proceeds from the proposed bank debt to
refinance the existing $75 million revolving credit facility and
$260 million senior subordinated notes, due June 2014 and February
2015, respectively. The ratings are subject to review of final
documentation.

Ratings affirmed:

  Corporate family rating at B3

  Probability of default rating at B3-PD

Ratings assigned:

  Proposed $75 million first lien senior secured revolving credit
  facility due 2018 at B2 (LGD3, 42%)

  Proposed $267 million first lien senior secured term loan due
  2019 at B2 (LGD3, 42%)

Ratings to be withdrawn at transaction closing:

  $260 million 7.75% senior subordinated notes due 2015 at Caa1
  (LGD4, 59%)

The ratings affirmation and stable outlook reflect Moody's view
that the proposed transaction improves KUE LLC's liquidity profile
by refinancing upcoming debt maturities and extending the
company's debt maturity profile. Moody's views the transaction
favorably in that it increases the company's financial flexibility
by lowering interest expense. At the same time, Moody's notes that
the CFR is weakly positioned within the B3 category because of
high leverage, weak coverage, limited free cash flow and liquidity
that is adequate but not strong.

Moody's estimates that pro-forma for the proposed refinancing
transaction, the company's debt to EBITDA is approximately 5.7
times for the twelve month period ended March 31, 2013 (includes
Moody's standard adjustments). The ratings affirmation further
reflects Moody's expectation that KUE LLC will sequentially grow
its EBITDA in 2014 through rationalization/optimization of its
portfolio of learning centers and implementation of cost savings
initiatives. In Moody's view, these operational initiatives, in
combination with an improving employment scenario should lead to
debt to EBITDA declining below 5.5 times over the next 12 to 18
months.

Ratings Rationale:

KUE LLC's B3 corporate family rating reflects the company's high
pro-forma leverage with debt to EBITDA around 5.7 times, weak
interest coverage with EBITDA less capex to interest below 1.0
times and still weak, albeit improving center utilization and same
center revenues. The rating also considers the highly fragmented
and competitive nature of the child-care industry, susceptibility
to reductions in federal and state funding support, and longer-
term risks associated with shareholder enhancement activities.
Furthermore, as demonstrated by the company's negative same center
revenue trends during the latest recession, the rating reflects
the inherently volatile and cyclical nature of the company's
business model which remains highly dependent on broader
unemployment trends and proportion of dual income households in
the population. Notwithstanding these risks, the rating is
supported by KUE LLC's large scale within the child-care industry,
broad geographical diversity within the U.S., the value of its
brands, ongoing cost control initiatives, and Moody's opinion that
its liquidity profile is adequate.

The stable outlook reflects Moody's view that KUE LLC's same
center revenues and operating performance will continue to improve
in 2013 leading to modest improvement in credit metrics.

Moody's could downgrade the ratings if KUE LLC's operating
performance deteriorates or if Moody's comes to expect that the
company's same center revenues could turn negative resulting in
debt to EBITDA being sustained above 6.5 times (on a Moody's
adjusted basis). Additionally, the ratings could be downgraded if
the company's liquidity profile weakens.

Moody's could upgrade the ratings if KUE LLC demonstrates same
center revenue growth that leads to improved operating performance
such that debt to EBITDA is sustained below 5.0 times, EBITDA less
capex to interest exceeds 1.5 times, and free cash flow is in the
mid-single-digit range as a percentage of debt. An upgrade would
also require further improvement in the company's liquidity
profile.

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

Knowledge Universe Education LLC, based in Portland, Oregon, is a
large scale for-profit provider of national early childhood care
and education in the U.S. The company is privately owned.


L & T MACHINING: Jet Parts Supplier Fails to Emerge From Ch.11
--------------------------------------------------------------
Bankruptcy Judge Robert E. Nugent granted the request of the U.S.
Trustee to dismiss the Chapter 11 case of L&T Machining, Inc.,
which has operated under a confirmed plan since December 2011.

The Court denied the Debtor's Second Motion for Final Decree
closing its case as well as the Internal Revenue Service's request
to convert the case to a liquidation proceeding under Chapter 7 of
the Bankruptcy Code.

L&T Machining has materially defaulted on various plan obligations
and has additionally failed to comply with reporting and quarterly
fee requirements.  While it has begun payment under the plan, some
creditors have received nothing, while others have been paid in
full.  Its most insistent creditor, the IRS, has been partially
paid, but the debtor freely admits its continuing state of default
on that creditor's obligation.  And, though L&T remains in
operation, it has been inconsistent, at best, in maintaining
insurance on its property, filing of tax returns, and in making
tax deposits. Its justifications for these defaults are ones
typical to failing reorganizations: two of L&T's principal
customers filed their own chapter 11 cases and it is experiencing
cash flow problems.

Judge Nugent said there is no alternative to dismissal for cause
under 11 U.S.C. Sec. 1112(b)(1) unless the creditors would benefit
from conversion.  L&T's plan provided that its assets would vest
in the debtor at confirmation as Sec. 1141(b) provides.  Because
conversion from chapter 11 to chapter 7 does not vest those assets
back in the chapter 7 estate, converting the case has no purpose.
While an orderly liquidation of the reorganized debtor would
undoubtedly be the most efficient means of paying its creditors,
the Bankruptcy Code does not return those assets to the trustee
who, accordingly, would have nothing to administer. As the Court
has only two choices, conversion or dismissal, the case must be
dismissed and the motion for final decree denied as moot.

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

L&T Machining, Inc. is a manufacturer of wing surfaces for jet
aircraft.  It principally serves as a supplier of parts to Spirit
Aviation (formerly Boeing), Beech Aircraft (formerly Hawker
Beechcraft), and Eclipse Aviation Corporation (n/k/a AE
Liquidation, Inc., et al.).

L&T Machining, based in Wichita, filed for Chapter 11 bankruptcy
(Bankr. D. Kan. Case No. 11-11045) on April 15, 2011.  Judge
Robert E. Nugent presides over the case.  David P. Eron, Esq. --
david@eronlaw.net -- at Eron Law Office, P.A., served as the
Debtor's counsel.  In its petition, the Debtor estimated
$1 million to $10 million in both assets and debts.  A list of the
Company's 20 largest unsecured creditors is available for free at
http://bankrupt.com/misc/ksb11-11045.pdf The petition was signed
by Michael V. Liu, president.

L&T's plan was confirmed on Dec. 28, 2011.


LINDSAY GENERAL: Has Interim Authority to Use Cash Collateral
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia,
Atlanta Division, approved the stipulation between Lindsay General
Insurance Agency, LLC, and Eastside Commercial Bank allowing the
Debtor to access the cash collateral on an interim basis pending a
final hearing to be held on July 25, 2013, at 1:30 p.m.

A full-text copy of the Interim Cash Collateral Order with Budget
is available for free at:

   http://bankrupt.com/misc/GETAUTOINSURANCEcashcollord0627.pdf

                       About Lindsay General

Duluth, Georgia-based Lindsay General Insurance Agency, LLC, filed
a bare-bones Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case
No. 13-52732) in Atlanta on Feb. 7, 2013.  The Debtor estimated
assets and debts of $10 million to $50 million.  The Debtor is
represented by Evan M. Altman, Esq., and George Geeslin, Esq., in
Atlanta.


MADISON DEARBORN: Moody's Keeps Ratings Over Multi-Packaging Deal
-----------------------------------------------------------------
Madison Dearborn Partners' announcement that they have agreed to
purchase Multi Packaging Solutions Inc., a subsidiary of John
Henry Holdings, from Irving Place Capital is potentially credit
negative, but does not immediately impact the company's B2
Corporate Family Rating or stable rating outlook because the
structure of the transaction, including terms and conditions of
any related financing, has not been announced. Moody's view is
based on terms disclosed by Madison Dearborn in its public
announcement.


MEDIA GENERAL: S&P Raises CCR to 'B+'; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Richmond, Va.-based local TV broadcaster Media General
Inc. to 'B+' from 'B'.  The outlook is stable.

At the same time, S&P assigned its 'BB' issue-level rating to the
company's proposed $60 million first-out revolving credit facility
due 2018.  The recovery rating is '1', indicating S&P's
expectation of very high (90% to 100%) recovery for lenders in the
event of a payment default.  S&P also assigned its 'BB-' issue-
level rating to the proposed $35 million term loan A due 2018
(being co-issued by WLAJ-TV LLC and WXXA-TV LLC) and $865 million
term loan B due 2020 with a '2' recovery rating, indicating S&P's
expectation of substantial (70% to 90%) recovery for lenders in
the event of a payment default.

"The rating action reflects the improvement in discretionary cash
flow from the refinancing and our expectation that trailing-eight-
quarter leverage will remain at 6x or below over the intermediate
term," said Standard & Poor's credit analyst Daniel Haines.  "We
view Media General's business risk profile as "fair" based on its
position as a midsize broadcaster diversified by network
affiliation, along with its below average pro forma EBITDA margin
compared with peers due to a lack of duopoly markets and ongoing
underperformance of KRON".

"We assess Media General's financial risk profile as "highly
leveraged" based on leverage that exceeds 5x.  Pro forma for the
merger and the indicated $900 million debt refinancing, the
company had adjusted debt to trailing-eight-quarter average EBITDA
of 5.6x (pro forma for synergies related to the Young Broadcasting
acquisition, expenses related to the newspaper business that it
sold in 2012, and transaction expenses.  Excluding these
adjustments leverage is 6.5x.  Pro forma interest coverage
including these adjustments is around 5x," S&P added.

The stable outlook reflects S&P's expectation that debt to
trailing-eight-quarter average EBITDA will remain under 6x and
that the company will maintain adequate liquidity and headroom
with covenants.

S&P could lower the rating over the intermediate term if the
company's debt to average trailing-eight-quarter EBITDA increases
to the low-6x area or if the margin of compliance with the
leverage covenant drops to around 15% or less.  This could result
from weak operating performance or an expensive debt-financed
acquisition that drives leverage higher.

Although unlikely over the next 12 to 18 months, S&P could raise
the rating if S&P becomes convinced that the company will be able
to reduce and maintain lease-adjusted debt to average trailing-
eight-quarter EBITDA below 5x on a sustained basis and achieve
EBITDA conversion to discretionary cash flow at levels similar to
'BB-' rated TV broadcasters.


MERISEL INC: Further Amends Schedule 13E-3 Transaction Statement
----------------------------------------------------------------
An amendment no. 2 to Schedule 13E-3 was filed by Merisel, Inc.,
Merisel Saints Newco, Inc., Saints Capital Granite, L.P., and
Saints Capital Granite, LLC, to amend and supplement the
information in the Transaction Statement on Schedule 13E-3 filed
by them on June 27, 2011, as amended, in connection with the
short-form merger of New Merisel with MSEL, pursuant to Section
253 of the Delaware General Corporation Law.

The third paragraph under "Summary Term Sheet-Purposes of the
Merger" on page 1 of the Schedule 13E-3 is replaced in its
entirety with the following:

   "Saints retains the right to not proceed with the merger at any
    time.  More specifically, Saints may not proceed with the
    merger in the event of changes in the national or world
    economy or financial markets as a whole or changes in general
    economic conditions that affect the industries in which MSEL
    conducts its business, if such changes or conditions adversely
    affect MSEL, taken as a whole, in a materially
    disproportionate manner relative to other similarly situated
    participants in the industries or markets in which MSEL
    operates.  Saints may also be unwilling to proceed with the
    transaction if there is a significant delay in closing the
    short-form merger or if there is a substantial increase in the
    costs associated with the transaction, whether as a result of
    litigation or otherwise, if Saints determines such delay or
    increased costs render the transaction undesirable from a
    financial, investment performance or economic perspective."

The disclosure in "Fairness of the Merger -- Factors Considered in
Determining Fairness -- Current market prices and current market
price trend" on page 13 of the Schedule 13E-3 is supplemented with
the following:

   "The price quoted for MSEL common stock from June 18, 2013, to
    June 21, 2013 (the date the Schedule 13E-3 was initially
    filed) was $0.26 per share."

A copy of the Amended Schedule is available for free at:

                       http://is.gd/dlgn3q

                          About Merisel

Merisel operates in a single reporting segment, the visual
communications services business.  It entered that business
beginning March 2005, through a series of acquisitions, which
continued through 2006.  These acquisitions include Color Edge,
Inc., and Color Edge Visual, Inc.; Comp 24, LLC; Crush Creative,
Inc.; Dennis Curtin Studios, Inc.; Advertising Props, Inc.; and
Fuel Digital, Inc.

Merisel incurred a net loss of $18.13 million in 2012, as compared
with a net loss of $2.45 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $25.13 million in total assets,
$37.17 million in total liabilities and a $12.04 million total
stockholders' deficit.


MILESTONE SCIENTIFIC: Tri-anim to Distribute Injection Technology
-----------------------------------------------------------------
Milestone Scientific Inc. has entered into a strategic partnership
with Tri-anim Health Services, Inc., the nation's largest provider
of specialty sales and distribution solutions for healthcare, with
core competencies in respiratory medicine, anesthesia, NICU, ICU
and the OR.  Tri-anim is a unit of Sarnova Inc., a specialty
distributor of healthcare products.

During the three year term of the strategic partnership, Tri-anim
will hold the exclusive rights to market, resell, label and
distribute Milestone's injection technology for use in epidural
applications for childbirth and other pain management needs.  The
partnership covers hospitals, acute care facilities and home
health care in the U.S.; it does not include pain management
clinics that are not affiliated with hospitals.

The agreement would be contingent upon permission from the FDA to
market Milestone's technology for epidural injections.  Milestone
already has approval to market its systems for use in other
injection applications such as dentistry.  These systems include
the following Milestone patented products: CompuDent(R),
CompuFlo(R), the STA Single Tooth Anesthesia(R) system and its
SafetyWand(R) handpiece.

Milestone's injection technology is based on a patented Dynamic
Pressure Sensing(R) system (DPS(R)), intended to measure the
density of body tissue and thus help a clinician know the location
of a hypodermic needle during an injection.  In applications that
have already received clearance, the system utilizes computer
controlled technology to provide real-time feedback to the medical
practitioner and identify with precision when a needle has reached
the location where a drug should be administered to a patient.  It
has the added advantage in other applications of controlling the
pain that patients typically associate with injections.

"We are thrilled to be partnering with Milestone, whose innovative
and cost-effective technology can transform injections from an art
to a science," said Jeff Prestel, president of Sarnova.
"Injection technology has not changed dramatically since the
advent of the hypodermic syringe almost 150 years ago.  Tri-anim
strives to bring our customers products of high efficiency,
effectiveness and safety, and Milestone's injection technology
perfectly embodies that corporate philosophy."

Each year in the U.S., four million women give birth, and
approximately 2.5 million of these women elect to receive an
epidural.  At least 8.9 million epidural injections are given for
other purposes, including for the relief of back pain.  But while
the administration of an epidural is a routine procedure, it is
also surprisingly risky.  In 3-4 percent of all cases, an epidural
injection results in complications.  If an epidural is improperly
administered, a patient can experience severe pain, and, in some
cases, even paralysis or death.

"Tri-anim and Sarnova are experts in the distribution of products
used in anesthetic applications, including pain management during
childbirth," said Leonard Osser, chief executive officer of
Milestone Scientific.  "We are confident our partnership with Tri-
anim will give medical professionals greater access to our
precision injection technology and we could not be more pleased to
partner with them."

                    About Milestone Scientific

Livingston, N.J.-based Milestone Scientific Inc. is engaged in
pioneering proprietary, innovative, computer-controlled injection
technologies and solutions for the medical and dental markets.

As reported in the TCR on March 22, 2013, Holtz Rubenstein
Reminick LLP, in New York, N.Y., expressed substantial doubt about
Milestone Scientific's ability to continue as a going concern,
citing the Company's recurring losses from operations since
inception.

The Company's balance sheet at March 31, 2013, showed $5.8 million
in total assets, $3.4 million in total liabilities, and
stockholders' equity of $2.4 million.


MOBIVITY HOLDINGS: J. Porter Held 14.2% Equity Stake at June 17
---------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Jeffrey Porter and his affiliates disclosed that, as
of June 17, 2013, they beneficially owned 13,180,953 shares of
common stock of Mobivity Holdings Corp. representing 14.22 percent
of the shares outstanding.  The percentage is based on 92,687,145
shares of common stock of Mobivity Holdings outstanding as of
July 3, 2013.  A copy of the regulatory filing is available at:

                        http://is.gd/Yr88ty

                       About Mobivity Holdings

Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008.  On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger.  Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company.  In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.

Mobivity Holdings disclosed a net loss of $7.33 million in 2012,
as compared with a net loss of $16.31 million in 2011.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring operating losses and
negative cash flows from operations and dependence on additional
financing to fund operations which raise substantial doubt about
the Company's ability to continue as a going concern.

The Company's balance sheet at March 31, 2013, showed $3.25
million in total assets, $10.25 million in total liabilities, all
current, and a $6.99 million total stockholders' deficit.

                         Bankruptcy Warning

"[A]ll of our assets are currently subject to a first priority
lien in favor of the holders of our outstanding convertible notes
payable in the current aggregate principal amount of $4,521,378.
The notes are due on October 15, 2013, if we are unable to repay
or refinance our obligations under those notes by October 15,
2013, the holders of the notes will have the right to foreclose on
their security interests and seize our assets.  To avoid such an
event, we may be forced to seek bankruptcy protection, however a
bankruptcy filing would, in all likelihood, materially adversely
affect our ability to continue our current level of operations.
In the event we are not able to refinance or repay the notes, but
negotiate for a further extension of the maturity date of the
notes, we may be required to pay significant extension fees in
cash or shares of our equity securities or otherwise make other
forms of concessions that may adversely impact the interests of
our common stockholders," the Company has warned in a regulatory
filing.


MORGAN'S FOODS: Reports First Quarter Fiscal 2014 Results
---------------------------------------------------------
Morgan's Foods, Inc. on July 10 announced first quarter fiscal
2014 results.

Results of Morgan's Foods, Inc. and its consolidated subsidiaries
for the first quarter of fiscal 2014 and 2013 are summarized
below.


                                      First Quarter Ended
                                      May 26, 2013 May 20, 2012
        Revenues                      $ 20,930,000 $ 20,314,000
        Adjusted EBITDA*              1,889,000    1,816,000
        Cash Flow from Operations     3,355,000    2,386,000
        Cash Balance                  4,894,000    2,971,000
        Bank Debt                     6,406,000    8,216,000
        Shares Outstanding            4,039,147    2,934,995
        Comparable Restaurant Revenue 5.8%         9.6%
        Total Restaurants             73           75

*Adjusted EBITDA is presented as a performance measure because
management believes that it best represents the operating metrics
of the Company without the potentially distortive effects of
financing and fixed asset levels.  The adjustments were made to
remove non-operating, non-recurring items from EBITDA to improve
comparability.  These adjustments are outlined in the
reconciliation attached to this release.

The Company recorded comparable restaurant revenue increases of
5.8% in the fiscal quarter ended May 26, 2013 compared to 9.6% for
the prior year quarter.  The increases in both periods were
partially offset by certain temporary and permanent restaurant
closings.

Cash balances as shown do not include restricted cash.  Cash flow
from operations is taken from the Company's financial statements
and includes a number of working capital reconciling items such as
changes in accruals, prepaids and accounts payable.  In the
Company's payment cycle, many payments are made on the first of
the calendar month and thus can improve cash flow from operations
when the period end changes from a date after the first of the
month to a date prior to the first as it did in the first quarter
of the 2014 fiscal year which began on March 4, 2013 and ended on
May 26, 2103.  Additionally, the Company made rent payments on
capitalized leases of $536,000 in the first quarter of fiscal 2014
and $529,000 in the prior year quarter.

The Company reported pre-tax net income for the first quarter of
fiscal 2014 of $492,000 compared to pre-tax net income of $110,000
in the comparable prior year quarter.  The improvement in net
income reflects improved restaurant operating efficiencies due to
higher sales levels, reductions in general and administrative
expenses, a reduction of $311,000 in loss on restaurant assets and
reductions of $50,000 in bank interest expense and $25,000 in
capitalized lease interest expense.  These improvements were
partially offset by a penalty of $100,000 for the closure of a
franchised restaurant prior to the expiration of the franchise
agreement.

                       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, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing 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.

The Company's balance sheet at March 3, 2013, showed $50.50
million in total assets, $51.68 million in total liabilities and a
$1.18 million total shareholders' deficit.


MORGAN'S FOODS: Terminates "Poison Pill" Plan
---------------------------------------------
Morgan's Foods, Inc., had formally amended the Company's Amended
and Restated Shareholder Rights Agreement with Computershare Trust
Company, N.A., to accelerate the final expiration date to July 8,
2013, of the associated purchase rights issued under the Rights
Plan.  This amendment effectively terminates the Rights Plan,
typically referred to as a "poison pill."

Terminating the Rights Plan was approved by the Company's
shareholders at its 2013 Annual Meeting on July 2, 2013, by
approximately 98 percent of the shareholders voting on the
proposal, following which the Board acted to terminate the plan.
Under the terms of the amendment, the purchase rights expired at
the close of business on July 8, 2013, rather than on April 7,
2014, as in the Rights Plan prior to the amendment.

James J. Liguori, interim chief executive officer, commented, "The
Board decision to recommend termination of the plan to the
shareholders reflects the Board's commitment to strong shareholder
corporate governance practices."

                       Annual Meeting Results

The Company's annual meeting of shareholders was held on July 2,
2013, at which the shareholders:

   (1) elected as directors Marilyn A. Eisele, Jefferson P. Gramm,
       Steven S. Kaufman, Bernard Lerner, James J. Liguori, James
       C. Pappas and Jacob J. Saour;

   (2) ratified the appointment of Grant Thornton LLP as the
       Company's independent registered public accounting firm for
       the year ended March 2, 2014;

   (3) approved an advisory resolution on the Company's Executive
       Compensation;

   (4) indicated "Every Year" as a desired frequency of future
       advisory vote on Executive Compensation; and

   (5) approved the Amendment to the Amended and Restated
       Shareholder Rights Agreement to terminate the Rights Plan;

The shareholders did not approve:

   (1) the Amended and Restated Articles of Incorporation
       to eliminate cumulative voting and add a severability
       provision;

   (2) the amendment of the Amended and Restated Code of
       Regulations to provide for advance notice and disclosure
       provisions in connection with annual meetings of
       shareholders;

   (3) the amendment to the Regulations to provide for advance
       notice for shareholder nominations;

   (4) the amendment to the Regulations to provide for advance
       notice for special meetings of shareholders; and

   (5) other amendments to the Regulations primarily related to
       conduct of Shareholder Meetings and the use of
       uncertificated shares and to restate the Regulations for
       all amendments approved by the shareholders.

                        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.

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.


MPG OFFICE: Enters Into MoU to Settle Brookfield Acquisition Suit
-----------------------------------------------------------------
MPG Office Trust, Inc., on July 10 disclosed that it and other
named defendants have entered into a memorandum of understanding
with plaintiffs' counsel in connection with the previously
consolidated putative common stockholder class action lawsuits
filed in Maryland and California state court in connection with
the proposed acquisition of MPG by Brookfield Office Properties
Inc.

Under the terms of the MOU, MPG will (i) provide additional
disclosures in an amendment to its proxy statement (such amendment
to be filed with the Securities and Exchange Commission on
July 10, 2013), (ii) amend the Agreement and Plan of Merger
between MPG and certain affiliates of BPO to permit the Company to
release third parties currently subject to confidentiality
agreements with the Company from any standstill restrictions
contained in such agreements and (iii) file a Current Report on
Form 8-K with respect to such additional disclosures, the MOU and
the Merger Agreement amendment.  The MOU reflects the parties'
agreement in principle to resolve the allegations by settling the
common stockholder plaintiffs' actions against MPG and other
defendants in connection with the Merger Agreement and provides a
release and settlement by the purported class of MPG's common
stockholders of all claims against MPG and other defendants and
their affiliates and agents in connection with the Merger
Agreement.  On July 10, 2013, in connection with the MOU, MPG
entered into an amendment to the Merger Agreement that amends the
standstill provisions of the Merger Agreement to permit MPG to
release third parties currently subject to confidentiality
agreements with MPG from any standstill restrictions contained in
such agreements.  Accordingly, the Company has waived all
standstill restrictions contained in those third party
confidentiality agreements.  The MOU and settlement are contingent
upon, among other things, approval of the Superior Court of the
State of California in Los Angeles County, further definitive
documentation and consummation of the merger as set forth in the
Merger Agreement. In the event that the MOU is not approved and
such conditions are not satisfied, the Company will continue to
vigorously defend these actions.

                 About MPG Office Trust, Inc.

MPG Office Trust, Inc. -- http://www.mpgoffice.com-- is the
largest owner and operator of Class A office properties in the Los
Angeles central business district. MPG Office Trust, Inc. is a
full-service real estate company with substantial in-house
expertise and resources in property management, leasing, and
financing.

             About Brookfield Office Properties Inc.

Brookfield Office Properties owns, develops and manages premier
office properties in the United States, Canada, Australia and the
United Kingdom.  Its portfolio is comprised of interests in 111
properties totaling 76 million square feet in the downtown cores
of New York, Washington, D.C., Houston, Los Angeles, Denver,
Seattle, Toronto, Calgary, Ottawa, London, Sydney, Melbourne and
Perth, making it the global leader in the ownership and management
of office assets.  Landmark properties include Brookfield Places
in New York City, Toronto and Perth, Bank of America Plaza in Los
Angeles, Bankers Hall in Calgary, and Darling Park in Sydney.  The
company's common shares trade on the NYSE and TSX under the symbol
BPO.

                      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."


MSI CORP: Wants to Employ Albert's Capital Services as CRO
----------------------------------------------------------
MSI Corporation asks the U.S. Bankruptcy Court for the Western
District of Pennsylvania, pursuant to Sections 105(a) 363(b) of
the Bankruptcy Code, for authorization to employ Albert's Capital
Services, LLC, as the Debtor's chief restructuring officer, nunc
pro tunc to the petition date.

The hearing to consider the application is set for July 30, 2013,
at 10:00 a.m.  Responses are due by July 23, 2013.

Pursuant to the terms of the Engagement Letter, ACS' activities
would include, but not limited to, reviewing, analyzing, and
making recommendations to the Debtor in the following areas:

   a. Provide assistance in finance and accounting functions to
prepare information necessary for the Debtor to comply with its
reporting obligations in this chapter 11 case;

   b. Assist in the identification and implementation of
operations improvement opportunities and cost reduction;

   c. Assist in evaluation and development of the Debtor's
business plan and scenario analyses;

   d. Assist with cash management, vendor management, and the
development and management of a cash flow forecast;

   e. Serve as the principal contact with the Debtor's creditors
with respect to the Debtor's financial and operational matters;
and

   f. In consultation with the Chief Executive Officer ("CEO"),
explore opportunities that may maximize value for the Debtor and
its creditors and make efforts to implement such actions.

ACS would be paid for this engagement at the rate of the greater
of $7,500 per month or the amount equal to $250 per hour
multiplied by the hours worked per month.  In addition, the Debtor
has agreed to pay ACS a success fee if any of the following should
occur: sale, transfer, or disposition of all or a substantial
portion of the assets or equity of the Debtor in one or more
transactions, confirmation of a Chapter 11 plan, or a voluntary
dismissal of the Chapter 11 case (each a "Transition Event"),
calculated at 2% of the aggregate amount of the Debtor's
indebtedness paid, satisfied, or otherwise provided for in
connection with a Transition Event.

Because the Debtor is seeking to retain ACS pursuant to
Section 363 of the Bankruptcy Code, there is no requirement that
ACS be disinterested.  Nonetheless, to the best of
the Debtor's knowledge, information, and belief, and as
represented by ACS to the Debtor, ACS does not have any interest
materially adverse to the Debtor's estate or any class of
creditors or equity security holders.  "As such, ACS believes that
it is disinterested for purposes of its retention and employment
by the Debtor to the extent such standard is deemed to be
applicable."

The application was submitted by:

         Michael J. Roeschenthaler, Esq.
         Jason P. Alter, Esq.
         McGUIREWOODS LLP
         625 Liberty Avenue, 23rd Floor
         Pittsburgh, PA 15222
         Tel: (412) 667-6000
         Fax: (412) 667-6050
         E-mail: mroeschenthaler@mcguirewoods.com

Vandergrift, Pa.-based MSI Corporation filed a bare-bones Chapter
11 petition (Bankr. W.D. Pa. Case No. 13-22457) in Pittsburgh on
June 7, 2013.  Judge presides over the case.  Michael J.
Roeschenthaler, Esq., and Scott E. Schuster, Esq., at
McGuireWoods, LLP, in Pittsburgh, Pa., represent the Debtor as
counsel.

In its petition, the Debtor estimated at least $10 million in
assets and less than $10 million in liabilities.  The petition was
signed by Henry W. McLaughlin, III, president.


MSI CORP: Wants to Employ Geary & Loperfito as Special Counsel
--------------------------------------------------------------
MSI Corporation asks the U.S. Bankruptcy Court for the Western
District of Pennsylvania for authorization to employ Geary &
Loperfito, LLC ("G&L"), as special counsel for the Debtor.  The
hearing on the application is scheduled for July 30, 2013, at
10:00 a.m.  Responses are due by July 23, 2013.

G&L will render these legal services:

  a. represent the Debtor in connection with litigation against
     Winfall Energy, Inc., captioned MSI Corporation, et al., v.
     Winfall Energy, Inc., et al. (consolidated) Westmoreland
     County Court of Common Pleas, number 4907 of 2008; and

  b. take all necessary action to protect and preserve the
     Debtor's estate, including, without limitation, the
     prosecution of actions on the Debtor's behalf, the defense of
     any action commenced against the Debtor, and negotiations
     concerning any litigation in which the Debtor is involved and
     general advice provided to the Debtor as needed from time to
     time.

G&L's current customary hourly rates for the individuals expected
to participate in these cases range from $85.00 (for paralegals)
to $175.00 (for work performed by attorneys).

To the best of the Debtor's knowledge, based on the information
contained in the Affidavit of Timothy J. Geary, Esq., G&L does not
hold or represent any interest adverse to the Debtor's estate and
is a "disinterested person" as that phrase is defined in section
101(14) of the Bankruptcy Code.

Vandergrift, Pa.-based MSI Corporation filed a bare-bones Chapter
11 petition (Bankr. W.D. Pa. Case No. 13-22457) in Pittsburgh on
June 7, 2013.  Judge presides over the case.  Michael J.
Roeschenthaler, Esq., and Scott E. Schuster, Esq., at
McGuirewoods, LLP, in Pittsburgh, Pa., represent the Debtor as
counsel.

In its petition, the Debtor estimated at least $10 million in
assets and less than $10 million in liabilities.  The petition was
signed by Henry W. McLaughlin, III, president.


NEW TRIDENT: Moody's Assigns 'B1' Rating to New $415MM Term Loan
----------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and B2-PD Probability of Default Rating to New Trident Holdcorp,
Inc. At the same time, Moody's assigned a B1 rating to New
Trident's proposed $415 million senior secured 1st lien term loan
(composed of a $75 million revolving credit facility expiring in
2018 and a $340 million 1st lien term loan due 2020) and a Caa1
rating to its proposed $155 million senior secured 2nd lien term
loan due 2021. The rating outlook is stable.

Proceeds from the credit facilities along with $191 million of
equity contribution from Formation Capital and Audax (FundIV and
affiliates) will be used to refinance Trident's existing credit
facilities, acquire Life Choice Hospice for $92 million and
purchase about $294 million in shareholder equity primarily from
financial sponsors Audax Group and Frazier Healthcare Ventures.

Ratings assigned:

New Trident Holdcorp Inc.:

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

  $75 million senior secured revolver expiring 2018 at B1
  (LGD 3, 34%)

  $340 million senior secured 1st lien term loan due 2020 at B1
  (LGD 3, 34%)

  $155 million senior secured 2nd lien term loan due 2021 at Caa1
  (LGD 5, 87%)

  Outlook stable

Ratings affirmed and to be withdrawn upon the closing of the
refinancing:

TridentUSA Health Services, LLC.

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

  Senior secured revolver at Ba3 (LGD 3, 32%)

  Senior secured 1st lien term loan at Ba3 (LGD 3, 32%)

  Senior secured 2nd lien term loan at Caa1 (LGD 5, 85%)

  Outlook stable

Rating Rationale

Trident's B2 Corporate Family Rating reflects its high leverage.
Pro forma for the $294 million equity repurchase and $92 million
acquisition of Life Choice Hospice, debt to EBITDA as of March 31,
2013, would be 6.2 times. In addition, the rating is constrained
by Trident's product concentration in mobile x-ray, which is
expected to comprise around 52% of revenues post-acquisition.
Furthermore, the rating also reflects the company's aggressive
financial policy having executed a $144 million debt-financed
dividend in 2012 and Moody's expectation that Trident will
continue to pursue acquisitions and de novo expansion to
supplement organic growth. Moody's believes, therefore, that free
cash flow will fund these activities in lieu of debt repayment and
that any projected improvement in leverage will be reliant on
growth in EBITDA. Further, while the company has grown rapidly,
the revenue base is still relatively small in comparison to other
corporate issuers.

The rating is supported by the company's national presence in a
very fragmented sector and its success at being one of the
industry consolidators. This provides advantages in dealing with
larger customers and creates efficiencies that can lead to further
operating leverage as the company grows. Additionally, the company
has established a strong track record of successfully integrating
acquired operations and margins should remain attractive even with
ongoing acquisition activities.

The stable rating outlook reflects Moody's expectation that the
company will be able to continue to effectively integrate and
improve the operating results of acquired businesses, which will
lead to an expanding revenue base and continued EBITDA growth. The
outlook also reflects Moody's assumption that the company will
pursue small acquisitions, while continuing to delever to about
5.5 times by the end of 2014.

Given the small revenue size and increase in leverage, Moody's
does not anticipate upgrading the rating in the near-term.
However, it could consider an upgrade should the company
materially increase its size, while also reducing leverage to
around 4 times on a sustained basis.

The rating could be lowered if revenues and profitability weaken,
or the company takes on additional debt for acquisitions or debt-
financed dividends such that leverage is expected to remain above
6.0 times on a sustained basis.

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

Trident USA, headquartered in Burbank, CA, is a leading nationwide
vertically-integrated provider of bedside diagnostics services,
offering mobile x-ray, ultrasound, teleradiology and laboratory
services to skilled nursing home, assisted living, home
healthcare, hospice and correctional markets. In addition, through
Life Choice Hospice provides hospice services specifically to
skilled nursing facilities.


NORTEL NETWORKS: Judge Gross Appoints Fee Examiner
--------------------------------------------------
Peg Brickley, writing for Dow Jones Newswires, reports that
Delaware Bankruptcy Judge Kevin Gross has appointed accounting
firm Master, Sidlow & Associates P.A. "to act as special
consultant to the court" in looking over the bills coming in from
dozens of law firms and other advisers working on Nortel Networks
Corp.'s Chapter 11 case.

The report relates that according to a tally of international
spending on professionals compiled by Diane Urquhart, a financial
analyst in Canada, Nortel has paid out $915 million in the U.S.,
Canada and the U.K. since filing for protection from creditors.
Most of that money was spent in the U.S. Chapter 11 proceeding,
according to Ms. Urquhart's analysis, and for years there has been
no sign anyone has questioned the bills from Nortel's
professionals.  No objections have been filed by the U.S. Trustee
Program, the arm of the Justice Department that monitors the
bankruptcy courts.

According to the report, Master Sidlow's assignment doesn't
include going over the back bills in Nortel's case.  The
accounting firm will begin with invoices from February of this
year, according to the order signed by Judge Gross on Wednesday.

Dow Jones says an attorney from Nortel's lead U.S. law firm,
Cleary Gottlieb Steen & Hamilton LLP, didn't respond to inquiries
about the appointment of a fee examiner in the U.S. case.  Dow
Jones notes Cleary Gottlieb has rung up more than $195 million in
billings, most of it fees but also expenses such as meals and
limousine service, between Nortel's collapse in January 2009 and
April of this year, according to court records.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel did
business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent
Nortel Networks Corporation, NNI's direct corporate parent Nortel
Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to serve
as monitor and foreign representative of the Canadian Nortel
Group.  That same day, the Monitor sought recognition of the CCAA
Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No.
09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control of
individuals from Ernst & Young LLP.  Other Nortel affiliates have
commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of secondary
proceedings in respect of Nortel Networks S.A.  On June 8, 2009,
Nortel Networks UK Limited filed petitions in U.S. Bankruptcy
Court for recognition of the English Proceedings as foreign main
proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and
15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq., at
Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as
Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb
Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors'
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The United States Trustee appointed an Official Committee of
Unsecured Creditors in respect of the U.S. Debtors.  An ad hoc
group of bondholders also was organized.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in
New York, and Christopher M. Samis, Esq., at Richards, Layton &
Finger, P.A., in Wilmington, Delaware, represent the Official
Committee of Unsecured Creditors.

An Official Committee of Retired Employees and the Official
Committee of Long-Term Disability Participants tapped Alvarez &
Marsal Healthcare Industry Group as financial advisor.  The
Retiree Committee is represented by McCarter & English LLP as
Delaware counsel, and Togut Segal & Segal serves as the Retiree
Committee.  The Committee retained Alvarez & Marsal Healthcare
Industry Group as financial advisor, and Kurtzman Carson
Consultants LLC as its communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of $11.6 billion and consolidated liabilities of $11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about $9 billion and liabilities of $3.2 billion,
which do not include NNI's guarantee of some or all of the Nortel
Companies' about $4.2 billion of unsecured public debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly $9 billion for
distribution to creditors.  Of the total, $4.5 billion came from
the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
$900 million stalking horse bid by Google Inc. at an auction.  The
deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment on
secured claims with other distributions going in accordance with
the priorities in bankruptcy law.

Judge Gross and the court in Canada scheduled trials in 2014 on
how to divide proceeds among creditors in the U.S., Canada, and
Europe.


ONE CALL: S&P Affirms 'B' Corporate Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Parsippany, N.J.-based One Call Care
Management Inc.  The outlook is stable.  At the same time, S&P
affirmed its 'B+' issue-level ratings on the company's senior
secured credit facilities, which include the existing $415 million
term loan, the new fungible add-on incremental $145 million term
loan, and the $35 million revolver.  The recovery ratings on the
senior secured credit facilities are '2', indicating a substantial
(70% to 90%) recovery of principal in the event of a payment
default.

"Our rating on One Call Care Management (One Call) reflects our
assessment of the company's business risk profile as "weak,", and
our assessment of its financial risk profile as "highly
leveraged", as defined in our criteria," said credit analyst James
Sung.

S&P's stable outlook reflects its expectation that One Call's
highly leveraged financial risk profile will continue to constrain
its credit profile over the next 12 months.

"We would consider a downgrade if One Call experiences significant
revenue or earnings deterioration, or if the company increases
leverage beyond 6.5x.  Factors that could lead to such a scenario
could include: the inability to increase product penetration and
cross-sell products as planned; the inability to successfully
integrate acquisitions and achieve targeted cost synergies;
increased pricing pressure from health care payers and/or cost
pressure from provider/vendors; and the loss key clients," S&P
said.

S&P would consider an upgrade if One Call is able to significantly
grow and profitably diversify its business risk profile and if its
key credit measures become sustainably supportive of an
"aggressive" financial risk profile (an improvement from "highly
leveraged").  These general credit ratio ranges, to support an
upgrade, would include debt leverage of 3.0x-4.5x, debt to capital
of 45%-55%, and FFO to debt of 15%-30%.


PREMIER PAVING: Files 2nd Amended Plan & Disclosure Statement
-------------------------------------------------------------
Premier Paving, Inc. filed with the U.S. Bankruptcy Court for the
District of Colorado a Second Amended Plan of Reorganization and
accompanying Disclosure Statement.

A copy of the Disclosure Statement dated June 28, 2013, is
available at http://bankrupt.com/misc/PREMIERPAVINGds0628.PDF

As reported in the June 20 edition of The Troubled Company
Reporter, the Plan contemplates that the Debtor will restructure
its debt and obligations and continue to operate in the ordinary
course of business and continue with its efforts to sell or
refinance the obligations associated with its asphalt plant.  All
classes of claims, except Class 12(a)(Allowed Unsecured Claims
of less than or equal to $1,000) and Class 12(d)(Insider Unsecured
Claims, will receive a 100% recovery of their claim amount.
Holders of Class 12(a) Claims will recover 50%, while holders of
Class 12(d) Claims will not receive anything.

All creditors, except Suncor Energy and the convenience class, are
paid over seven years.  Suncor Energy will be paid at an
accelerated rate because it is the only asphalt cement provider in
Colorado.  Asphalt cement is a petroleum-based product that, when
mixed with rock, forms the basis of the Debtor's product produced
at the asphalt plant.  The Debtor's product is unique and
proprietary in its design.  The Debtor is contractually bound to
provide its proprietary asphalt product to its customers.
Accordingly, the Debtor must maintain its relationship with Suncor
Energy, which stated that it will cease its relationship with the
Debtor unless it is paid in an accelerated rate.

The Debtor will pay the principal portion of the secured claim of
its primary secured creditor, Wells Fargo Bank, N.A., over seven
years, in order to also maximize the payment to unsecured
creditors and provide sufficient cash flow for business
operations.

                   Wells Fargo & Committee Object

Shortly before the filing of the Second Amended Plan, on June 27,
Wells Fargo Bank, N.A., and the Official Committee of Unsecured
Creditors filed written objections to the Disclosure Statement.

On behalf of Wells Fargo, Douglas W. Brown, Esq. --
dbrown@bbdfirm.com -- at Brown, Berardini & Dunning, P.C.,
asserted that the Debtor has not provided adequate information to
justify its seven year income projections and to disclose its
financial condition, among other things.  "If the Debtor and its
creditors cannot reach an agreement as to valuation and payment of
obligations, the creditors should have the right to propose an
orderly liquidation of the Debtor's assets in order to pay its
creditors," Mr. Brown said in court papers.

The Creditors Committee shares the concerns as to the seven year
income projections raised by Wells Fargo.  In addition, the
Committee objects to the Disclosure statement for the Debtor's
failure to provide adequate information regarding certain alleged
income taxes, and on grounds that the Debtor has still failed to
provide sufficient information on executory contracts and leases.

                       About Premier Paving

Headquartered in Denver, Colorado Premier Paving Inc. --
http://www.premierpavinginc.com/-- operates a full-service
highway construction company, which services include paving,
grading and milling, geo-textiles, trucking, traffic control and
quality control.  Premier Paving also owns and operates an asphalt
plant.

Premier Paving filed for Chapter 11 bankruptcy (Bankr. D. Colo.
Case No. 12-16445) on April 2, 2012.  Judge Michael E. Romero
presides over the case.  In its petition, the Debtor estimated up
to $50 million in assets and debts.  The petition was signed by
David Goold, treasurer.

Lee M. Kutner, Esq., at Kutner Miller Brinen, P.C., serves as the
Debtor's counsel.  Pinnacle Real Estate Advisors LLC provides
professional broker services related to the sale of certain of the
Debtor's real estate assets.  The Official Unsecured Creditors
Committee is represented by J. Brian Fletcher, Esq., at Onsager,
Staelin & Guyerson, LLC.


PROMOTORA DE INFORMACIONES: Mulls Bankruptcy in the U.S.
--------------------------------------------------------
The Wall Street Journal's Emily Glazer and Dow Jones Newswires'
Christopher Bjork report that Spanish media company Promotora de
Informaciones SA, owner of the influential El Pais newspaper, has
weighed filing for Chapter 11 bankruptcy protection in the U.S.,
according to several people familiar with the matter.  The sources
said the possible move by Prisa, as the company is known, comes as
it seeks to refinance about $3 billion of debt.

According to the report, the sources said the discussions of
different restructuring options are still fluid and nothing has
yet been decided.  It is unclear whether a Chapter 11 filing is
still under serious discussion or when a final decision will be
made. The company could also restructure in Spain -- in or out of
court.

The report notes other people familiar with the refinancing talks
said investment firms holding chunks of Madrid-based Prisa's debt
have formed an ad hoc group to negotiate a restructuring in the
past several weeks.  The sources said those firms include Silver
Point Capital LP, Monarch Alternative Capital LP, Knighthead
Capital Management LLC and Davidson Kempner Capital Management
LLC.

Prisa trades on the Bolsa de Madrid and the New York Stock
Exchange.  The report notes Prisa has engaged in a series of
restructuring talks with European banks holding its debt.  The
largest bank creditors include Banco Santander SA, HSBC Holdings
PLC, CaixaBank SA, and Natixis SA.

The report relates that some of the sources said Prisa has
considered splitting underperforming assets from its more stable
assets.

The report relates Prisa reported total revenue of EUR2.66 billion
($3.47 billion) in 2012, down from EUR2.72 billion in 2011. The
company has lost money for three years in a row.

According to the report, Prisa is being advised by investment bank
Rothschild Group and law firm Linklaters LLP. The ad hoc group is
advised by investment bank Houlihan Lokey and law firm Milbank,
Tweed, Hadley & McCloy LLP, while the banks are working with KPMG
LLP and law firm Clifford Chance LLP, these people said.


QBEX ELECTRONICS: Hiring Techos Inmobiliaria as Real Estate Agent
-----------------------------------------------------------------
QBEX Electronics Corporation, Inc., et al., ask the U.S.
Bankruptcy Court for the Southern District of Florida for
authorization to employ Paula Valencia and Techos Inmobiliaria &
Real Estate S.A.S. as the Debtors' non-exclusive real estate agent
for the purpose of marketing and selling certain of the Debtors'
property pursuant to the terms and conditions set forth in the
Listing Agreement.  The Debtors also request for authorization to
employ additional real estate agents, if necessary, to co-market
the Property without further court order, but only upon the
consent of counsel for the Creditors' Committee and the U.S.
Trustee's Office.

The hearing to consider the application is set for July 30, 2013,
at 11:00 a.m.

The Debtors will pay Techos a sales commission of 5% of the sales
price of the Property, if the Property is sold to a buyer
presented by Techos.

As set forth in the affidavit of Techos in support of the Motion,
Techos does not represent or hold any interest adverse to the
Debtors or to the estate with respect to the matters upon which
Techos is to be engaged.

The Application was signed by Robert A. Schatzman, Esq., and
Steven J. Solomon, Esq., at GrayRobinson, P.A. in Miami, Florida,
counsel to the Debtors.

                     About QBEX Electronics

QBEX Electronics Corporation, Inc., based in Miami, Florida, and
its affiliates, Qbex Colombia, S.A., and Comercializadora De
Productos Tecnologicos CPT Colombia SAS, are manufacturers,
assemblers and distributors of personal computers, notebooks,
tablets and compatible accessories, marketed throughout Latin
America under the QBEX brand.

QBEX Electronics filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Case No. 12-37551) on Nov. 15, 2012.  Judge Robert A. Mark
oversees the case.  Robert D. Peters, Esq., Robert A. Schatzman,
Esq., and Steven J. Solomon, Esq., at GrayRobinson, P.A., serve as
the Debtor's counsel.

QBEX scheduled assets of $11,027,058 and liabilities of
$8,246,385.  The petitions were signed by Jorge E. Alfonso,
president.

Qbex Colombia, S.A., also sought Chapter 11 protection (Bankr.
S.D. Fla. Case No. 12-37558) on Nov. 15, listing $433,627 in
assets and $5,792,217 in liabilities.

Glenn D. Moses, Esq., and Michael L. Schuster, Esq., at Genovese
Joblove & Battista, P.A., represent the Official Committee of
Unsecured Creditors.


QUALTEQ INC: Frontline & Cedar Acquire La Salle Drive Property
--------------------------------------------------------------
A joint venture owned by Frontline Real Estate Partners, LLC and
Cedar Street Co. has purchased 500 North LaSalle Drive as part of
a larger portfolio of assets acquired by the joint venture last
month through the Qualteq Inc. bankruptcy case.

Located at the corner of LaSalle Drive and Illinois Street in
Chicago's prime River North neighborhood, the 17,400 square foot
building was built in 1887 and became a Chicago Landmark in 2001.
Formerly Michael Jordan's restaurant, the property will be fully
occupied by the Chicago pizza chain Gino's East which is
relocating from its current flagship location at 633 N Wells St.

"We are excited to add this historically significant, landmark
property to Frontline's rapidly growing portfolio of retail
assets.  We are looking forward to expanding our presence in the
River North neighborhood and further cementing our joint venture
relationship with Cedar Street" says Mitch Kahn, Principal of
Frontline Real Estate Partners, LLC.

              About Frontline Real Estate Partners

Frontline Real Estate Partners, LLC --
http://www.frontlinerepartners.com-- focuses on acquiring
distressed real estate assets across the U.S., as well as
providing real estate consulting and advisory services in
bankruptcy and distressed situations.  The company is an
experienced, sophisticated buyer of real estate assets, with the
company's leadership team having acquired a substantial portfolio
of retail and industrial assets, including sale-leasebacks and
empty facilities.  Frontline also serves as a trusted advisor to
lenders, bankruptcy attorneys, turnaround consultants and
companies with real estate restructuring needs.  Principal
services include strategic advising and consulting on portfolio
management, restructuring, disposition, receivership and
turnarounds.  The company is headquartered outside of Chicago,
Illinois.

                        About QualTeq Inc.

South Plainfield, New Jersey-based QualTeq, Inc., engages in the
design, manufacture, and personalization of plastic cards in the
United States.  The company manufactures magnetic, contact, and
dual interface smart cards.

Qualteq Inc. and 17 affiliated companies filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Lead Case No. 11-12572) on
Aug. 14, 2011.  Eric Michael Sutty, Esq., and Jeffrey M. Schlerf,
Esq., at Fox Rothschild LLP, serve as local counsel to the
Debtors.  K&L Gates LLP is the general bankruptcy counsel.
Eisneramper LLP is the accountants and financial advisors.
Scouler & Company is the restructuring advisors.  Lowenstein
Sandler PC is counsel to the Committee.  Avadamma LLC disclosed
$38,491,767 in assets and $36,190,943 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed four
unsecured creditors to serve on the Official Committee of
Unsecured Creditors.  Lowenstein Sandler PC represents the
Committee.  Eisneramper LLP serves as its accountants and
financial advisors.

In November 2012, the Qualteq trustee completed the sale of the
business for $51.2 million to Valid USA Inc.  The price included
$46.1 million in cash plus the assumption of liabilities.

At the request of Bank of America NA, the bankruptcy judge
appointed a Chapter 11 trustee in May 2012.  The case was
transferred to Chicago from Delaware in February 2012.

Fred C. Caruso, the Chapter 11 Trustee, tapped Hilco Real Estate,
LLC, as real estate advisors.

The Debtors' Third Amended Joint Plan of Reorganization provides
that on or after the Confirmation Date, the applicable Debtors or
Reorganized Debtors may enter into Restructuring Transactions and
may take actions as the Debtors or the Reorganized Debtors
determine to be necessary or appropriate to (i) effect a corporate
restructuring of their respective businesses; (ii) to simplify the
overall corporate structure of the Reorganized Debtors; or (iii)
to preserve the value of any available net operating losses and
other favorable tax attributes; or (iv) to maximize the value of
the Reorganized Debtors, all to the extent not inconsistent with
any other terms of the Plan or existing law.


QUANTUM CORP: Names B. Britts as SVP, Worldwide Sales & Marketing
-----------------------------------------------------------------
Quantum Corp. has appointed Bill Britts as senior vice president,
Worldwide Sales and Marketing, effective immediately.  Mr. Britts,
who joined the company upon its acquisition of ADIC in August
2006, has nearly 20 years of executive management experience at
Quantum and ADIC.  During his time at Quantum, Britts has been the
senior global leader for various functions, including Sales,
Marketing, Operations, Service and Business Development.

"As head of Worldwide Sales and Marketing at ADIC for eleven
years, Bill grew annual revenue from approximately $20 million to
just over $450 million," said Jon Gacek, president and CEO of
Quantum.  "At Quantum, he has played a key role in our transition
to a broad-based provider of data protection and big data
management solutions, including helping grow our annual disk
systems and sofware revenue from $10 million to more than $150
million.  He knows our business, industry, customers and partners
extremely well, and his experience leading other parts of the
company that are critical to sales success will also be
particularly valuable."

Mr. Britts has led Worldwide Marketing, Services and Business
Development at Quantum since June 2011 and added Global Operations
to his responsibilities in April of last year.  Prior to that he
spent five years as head of Worldwide Sales and Marketing after
the company's acquisiton of ADIC.

During his 12 years at ADIC, Mr. Britts held various leadership
positions, including executive vice president, Worldwide Sales and
Marketing.  Earlier in his career, he served in a number of
marketing and sales positions at Raychem Corp. and its subsidiary,
Elo TouchSystems.

"Over the past year, we've continued to expand our solutions
portfolio, with new deduplication, tape, virtualization, cloud,
big data and object storage offerings," said Mr. Britts.  "These
new offerings enable users to store, manage and protect their data
more efficiently and cost-effectively over its lifecycle, which is
increasingly important as data becomes a more valuable asset.  I
look forward to working with the Sales and Marketing team and our
external partners to help a broader range of customers take full
advantage of our solutions for meeting their business and
operational needs."

Mr. Britts takes over Worldwide Sales following a decision by Ted
Stinson, former head of the function, to take a position at a
private start up.

On July 2, 2013, Ted Stinson resigned from his position as senior
vice president, Worldwide Sales of Quantum to join a private start
up.  The resignation will be effective on July 12, 2013.

Meanwhile, Quantum expects revenue for the quarter ended June 30,
2013, to be between $147 million and $148 million, with
preliminary results including $15 million in royalty revenue
related to the intellectual property agreement entered into with
Microsoft Corporation in May 2013.

                         About Quantum Corp.

Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com/-- is a storage company specializing in
backup, recovery and archive.  Quantum provides a comprehensive,
integrated range of disk, tape, and software solutions supported
by a world-class sales and service organization.

For the 12 months ended March 31, 2013, the Company incurred a net
loss of $52.41 million on $587.57 million of total revenue, as
compared with a net loss of $8.81 million on $652.37 million of
total revenue for the same period a year ago.  The Company's
balance sheet at March 31, 2013, showed $371.14 million in total
assets, $452.72 million in total liabilities, and a $81.58 million
stockholders' deficit.


QUIKSILVER INC: Moody's Rates Proposed $250MM Notes Offer 'B2'
--------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Quiksilver's
proposed offering of $250 million senior secured notes and a Caa2
rating to the company's proposed $250 million senior secured
notes. All other ratings including the company's B3 Corporate
Family Rating were affirmed. The rating outlook remains stable.
The ratings assigned are subject to receipt and review of final
documentation.

Quiksilver intends to use the proceeds of the offering to redeem
all of its outstanding 6.875% senior notes due April 15, 2015, to
repay in full and terminate its existing term loan, to pay down a
portion of the outstanding amounts under its new asset-based
revolving credit facility and to pay related fees and expenses.
Moody's expects to withdraw the ratings assigned to the $400
million notes due 2015 upon their full redemption.

The B2 rating assigned to the proposed senior secured notes
reflects its first priority interest in the company's domestic
assets, including intellectual property and trademarks, and its
second lien position (behind the domestic portion of the ABL
facility) on domestic accounts receivable and inventory. The Caa2
rating assigned to the proposed $250 million senior unsecured
notes and the existing $400 million senior unsecured notes due
April 2015 reflects the meaningful amount of debt that ranks
senior to the facilities in the company's capital structure.

The B2 rating currently assigned to the EUR 200 million senior
unsecured Boardriders S.A. notes reflects their structurally
senior position in the company's capital structure. However, if
the transaction closes substantially on the proposed terms,
Moody's expects to downgrade the Boardrider notes by one notch to
B3 to reflect the additional secured debt in the company's capital
structure resulting from the proposed secured note offering.

Moody's Vice President Scott Tuhy said "We view this refinancing
as a credit positive, as it lengthens the company's debt maturity
profile and provides the company with incremental liquidity". He
added "This refinancing will provide the company incremental
capacity to execute the recently appointed CEO's multi-year profit
improvement plan".

The following ratings were assigned:

QS Wholesale, Inc. and Quiksilver Inc.

  $250 million senior secured notes due 2018 at B2 (LGD 3, 39%)

  $250 million senior unsecured notes due 2020 at Caa2 (LGD 5,
  89%)

The following ratings were affirmed:

Quiksilver Inc.

  Corporate Family Rating at B3

  Probability of Default Rating as B3-PD

  $400 million senior unsecured notes due 2015 at Caa2
  (LGD 5, 83%) *

  * Ratings for this debt instrument are expected to be withdrawn
    upon closing of the transaction and repayment in full

Boardriders S.A.

  EUR 200 million notes due 2017 at B2 (LGD 3, 42%)

Ratings Rationale:

Quiksilver's B3 Corporate Family Rating reflects the company's
high debt burden with debt/EBITDA in the high six times range and
interest coverage below one time. The ratings also reflect the
company's weak execution, as evidenced by its low absolute profit
margins. The ratings consider the company's ownership of three
highly recognized brands in the action lifestyle sector, and the
company's global presence, with more than 60% of its revenues
generated outside the US. While Moody's believes results will
begin to stabilize in the next couple of quarters as the company's
cost saving initiatives begin to take hold, credit metrics are
expected to remain weak for an extended period of time. . The
company's overall liquidity profile is good, with access to a new
$230 million asset-based revolver and the successful conclusion of
the proposed offering would address the April, 2015 maturity of
its senior unsecured notes.

The stable outlook considers Moody's expectations that while the
company's current metrics will remain weak, over time Moody's
expects benefits from improved inventory management and cost
saving initiatives to enable the company to make progress
improving operating margins over the next 12 to 18 months. The
stable outlook also considers the company's good overall liquidity
at the current time and that the proposed transaction would
address the maturity of its $400 million senior unsecured notes
which come due in April 2015.

Ratings could be upgraded if the company were to be successful
over time executing its profit improvement plan, which would be
evidenced by operating margins showing meaningful improvement from
current levels. Quantitatively, ratings could be upgraded if
debt/EBITDA was sustained below 5 times and interest coverage was
sustained above 1.75 times.

Ratings could be lowered if the company was unable to make
meaningful progress improving operating margins over the next
year, indicating that cost savings initiatives are not being
achieved or that its brands faced greater challenges in the
market. There is limited capacity for the company to experience
any meaningful erosion to the company's current good liquidity
profile. Quantitatively ratings could be downgraded if interest
coverage remained below one times or if debt/EBITDA were expected
to remain above 6 times by the end of the company's 2014 fiscal
year.

The principal methodology used in this rating was the Global
Apparel Companies Industry Methodology published in May 2013.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Huntington Beach, California, Quiksilver Inc.
distributes apparel, footwear, and accessories in more than 90
countries under brands that include Quiksilver, Roxy and DC. LTM
revenues are near $2.0 billion.


QUIKSILVER INC: S&P Affirms 'B-' CCR; Outlook Negative
------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B-'
corporate credit rating on Huntington Beach, Calif.-based
Quiksilver Inc. and revised the outlook to stable from negative.

"In addition, we assigned our 'CCC+' issue-level rating on the
proposed $250 million senior secured notes coissued with
subsidiary QS Wholesale Inc.  The recovery rating is '5',
indicating our expectation of modest (10% to 30%) recovery for
debtholders in the event of a payment default.  We also assigned
our 'CCC' issue-level rating on the proposed $250 million senior
unsecured notes, also coissued witht QS Wholesale.  The recovery
rating is '6', indicating our expectation of negligible (0% to
10%) recovery for noteholders in the event of a payment default.
Ratings are subject to review of final documentation," S&P said.

At the same time, S&P affirmed its 'B-' issue-level rating on the
company's EUR200 million European senior unsecured debt.  The
recovery rating is '4', indicating S&P's expectation of average
(30% to 50%) recovery for noteholders in the event of a payment
default.

"The proposed refinancing removes Quiksilver's covenant issues and
extends debt maturities, improving the company's liquidity.  In
response, we have revised the company's liquidity descriptor to
"adequate" from "less than adequate" and revised the outlook on
the corporate credit rating to stable from negative," said credit
analyst Jacqueline Hui.  "We estimate the transaction is leverage
neutral.  Operating performance continues to be poor and credit
metrics have deteriorated, with leverage increasing to about 7.6x
at April 30, 2013, from 5.6x in the prior year.  However, S&P
believes Quiksilver's new management team will effectively execute
its cost savings and restructuring initiatives, and begin to
stabilize operating performance, improve margins, and lower
leverage to the low-6x area over the next year."

The rating outlook is stable.  Standard & Poor's Ratings Services
believes Quiksilver's new management team brings a fresh focus and
is taking initiative to improve the business and margins.  As
such, S&P expects leverage to decrease to the low 6x-area from
margin improvement over the next year.  S&P estimates this could
occur if EBITDA margin increases by about 200 basis points (bps).

S&P could lower the ratings if the company fails to benefit from
its restructuring and cost savings initiatives, operating
performance further weakens, and interest coverage decreases to
the low 1x-area.  S&P estimates this could occur if EBITDA margin
decreases by about 230 bps from current levels.

Though less likely, S&P could raise the ratings if management
succeeds in turning around the business, operating performance
improves, and the company sustains margins = in the low-double
digits, such that leverage decreases and remains in the 5x area
over the next year.  S&P estimates this could occur if EBITDA
margin increases by at least 300 bps.


RADIAN GROUP: Unit Adds Three Mortgage Veterans to Salesforce
-------------------------------------------------------------
Radian Guaranty Inc., the mortgage insurance (MI) subsidiary of
Radian Group Inc., on July 10 disclosed that it is expanding its
team to include four seasoned mortgage and mortgage insurance
industry professionals to provide increased support to its growing
customer base.  Dan Bayer, Rhys Nevarez and David Davis join the
company's sales team, while Robert Mullins is appointed vice
president of underwriting.

With more than 20 years experience in the mortgage industry,
Dan Bayer will serve as Radian's national account manager based
out of Northern California.  Prior to joining Radian, Mr. Bayer
held a number of sales leadership roles in the mortgage lending
industry. Bayer is a Certified Mortgage Banker (CMB), a graduate
of the MBA Future Mortgage Leaders program and an Accredited
Mortgage Professional (AMP).

Rhys Nevarez joins Radian as a senior account manager covering Los
Angeles, Santa Barbara and Ventura Counties in California.  With
more than 10 years of experience in the financial services sector,
Rhys has served in a variety of sales roles at well-known mortgage
lenders including Mortgage Services III, and IndyMac Bank.

David Davis, who will serve as a director of regional new business
development at Radian, will be responsible for developing new
relationships in the Midwestern United States.  Having spent more
than 20 years in the mortgage and mortgage insurance industries
serving this market, Mr. Davis will drive new business for Radian.

"Radian is excited to add these exceptional sales professionals to
our growing team," stated Brien McMahon, Radian's chief franchise
officer and head of sales.  "All three have had impressive records
of success in the mortgage and mortgage insurance industries and
we're proud to have them on board.  In adding to our sales team,
Radian is better equipped than ever before to meet the demand of
an expanding lending market and provide our customers with the
high level of service they expect from Radian.  During these last
few years, Radian has shown our commitment to our business and our
customers by continuing to invest in our sales and customer
support capabilities."

Radian is also enhancing its operations team with the addition of
Robert Mullins, who will serve as Radian's vice president of
underwriting.  In this role, Mullins will lead all MI and contract
underwriting efforts, developing and implementing the strategy,
plans for process improvement and various underwriting solutions.
Prior to Radian, Mr. Mullins spent 24 years at General Electric
and Genworth Financial, where he was most recently the chief
operating officer for Genworth Financial's Australian operations.

"We're pleased to have Bob join the Radian team in this important
role," stated Rick Altman, Radian's chief operating officer.
"With his vast experience and industry knowledge, Bob is the
perfect person to lead our underwriting operations.  Radian has a
reputation for strength and service, and I know Bob will
contribute a great deal by continuing to focus on fulfilling our
customers' underwriting needs and exceeding their service delivery
expectations."

                        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."


RAILWORKS CORP: Trustee's Clawback Suit Against CPG Reinstated
--------------------------------------------------------------
Zvi Guttman, Litigation Trustee for Railworks Corporation, scored
a victory in his pursuit of claims against Construction Program
Group.  District Judge James K. Bredar on Monday vacated a
bankruptcy court's grant of summary judgment in favor of
Construction Program Group in the Trustee's adversary proceeding
against CPG for recovery of an avoidable preference.  The District
Court remanded the case for further proceedings.

Filed on Sept. 16, 2003, the complaint sought to avoid several
preferential transfers made by Railworks to CPG within the 90 days
preceding the filing of the bankruptcy petition. The complaint
alleged that CPG was a creditor of Railworks and that CPG received
$2,178,041 in these transfers that "were to or for the benefit of
the Defendant."  During the course of proceedings in the
bankruptcy court, the Trustee reduced the amount sought to be
recovered to $2,113,507, which represented four payments of
insurance premiums by Railworks for various forms of insurance
coverage.

On appeal, the Trustee clarifies that the amount sought to be
recovered from CPG is $1,585,130.25, which constitutes the amount
of the contested transfers minus 25%; the 25% figure is comprised
of commissions earned by CPG.

The bankruptcy court rendered summary judgment for CPG, ruling
that it was neither a creditor nor an entity for whose benefit the
transfers were made and therefore not one from which the transfers
could be recovered, denied summary judgment for the Trustee, and
dismissed the complaint.

CPG served as a managing general underwriter for TIG, the
insurance company that provided general liability, automobile, and
workers' compensation insurance coverage to Railworks.  CPG's
predecessor in interest was Sherwood Insurance Services, which was
party to a General Agency Agreement with TIG.

The case is, ZVI GUTTMAN, Litigation Trustee, Appellant v.
CONSTRUCTION PROGRAM GROUP, Appellee, Civil No. JKB-13-385 (D.
Md.).  A copy of the Court's July 8, 2013 Memorandum is available
at http://is.gd/buJEGFfrom Leagle.com.

Zvi Guttman is represented by Zvi Guttman, Esq. --
zvi@zviguttman.com -- at The Law Offices of Zvi Guttman PA; John
Joseph Leidig, Esq., and Scott William Foley, Esq. --
jjl@shapirosher.com and swf@shapirosher.com -- at Shapiro Sher
Guinot and Sandler.

Construction Program Group is represented by Annapoorni Sankaran,
Esq., and Dennis A. Meloro, Esq. -- sankarana@gtlaw.com and
melorod@gtlaw.com -- at Greenberg Traurig LLP; and Lori S.
Simpson, Esq., at Law Office of Lori Simpson LLC.

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.  Pursuant to the confirmed plan for
reorganization, a litigation trust was created, and it included
claims for recovery of avoidable transfers.


READER'S DIGEST: Shakes Up Its North American Business
------------------------------------------------------
Saabira Chaudhuri writing for Dow Jones' DBR Small Cap reports
that Reader's Digest Association Inc. unveiled a restructuring
plan to focus on its North American print and digital business
Wednesday, as it prepares to emerge from bankruptcy protection.

                     About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands.  For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013,
with an agreement with major stakeholders for a pre-negotiated
chapter 11 restructuring.  Under the plan, the Debtor will issue
the new stock to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and total
liabilities of $1,184,500,000 as of the Petition Date.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.

The plan in the new Chapter 11 case provides that holders of
allowed general unsecured claims in such sub-class will receive
their pro rata share of the GUC distribution; holders of allowed
general unsecured claims of Reader's Digest will also receive
their pro rata share of the RDA GUC distribution and the senior
noteholder deficiency claims in such sub-class will be deemed
waived solely for purposes of participating in the GUC
distribution and the RDA GUC distribution.

The Official Committee of Unsecured Creditors is represented by
Otterbourg, Steindler, Houston & Rosen, P.C.  The Committee tapped
Alvarez & Marsal North America, LLC, as financial advisors.


REVEL AC: Slot Market Share Growth Up 16% in June 2013
------------------------------------------------------
On July 11, 2013, the New Jersey Division of Gaming Enforcement
released its June 2013 Casino win results.  According to their
published figures, Revel Casino-Hotel's slot market share
increased from 3.7% to 4.3%, a 16% gain, and overall, the property
rose from 4.4% to 4.8%, a 9% gain.  The 16% increase was the
largest in the market, the 9% increase the second-largest.

"We are very encouraged by the first full month of results since
we exited bankruptcy in late May," said Jeffrey Hartmann, interim
Chief Executive Officer.  "We hope these numbers indicate that
gamblers are giving us a second chance, and that these gains are
at least a reflection of our introduction of a 24-hour coffee shop
and Atlantic City's largest contiguous smoking casino."

On July 1st, Revel announced a new brand positioning: Gamblers
Wanted, and began referring to the property as a Casino-Hotel.  To
kick off the new position, Revel launched the largest promotion in
the history of the Atlantic City market -- You Can't Lose -- a one
month rebate of all slot losses to customers with losses greater
than $100 for the month.

"Revel wasn't built in a day, and the turnaround won't be finished
in one," said Randall A. Fine, Managing Director of The Fine Point
Group, which is responsible for Revel's marketing function.  "With
'You Can't Lose,' we intend to do everything we can to see that
one-month's growth not be a fluke, but the beginning of a trend."

For complete details and rules of all promotions, customers can
visit the Revel Card desk.

                          About Revel AC

Revel AC, Inc. -- http://www.revelresorts.com/-- owns and
operates Revel, a Las Vegas-style, beachfront entertainment resort
and casino located on the Boardwalk in the south inlet of Atlantic
City, New Jersey.

Revel AC Inc. along with four affiliates sought bankruptcy
protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25,
2013, in Camden, New Jersey, with a prepackaged plan that reduces
debt by $1.25 billion.

Revel's legal advisor in connection with the restructuring is
Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring
advisor and Moelis & Company serves as its investment banker for
the restructuring.  Epiq Bankruptcy Solutions is the claims and
notice agent.

The Official Committee of Unsecured Creditor retained Christopher
A. Ward, Esq., Jason Nagi, Esq., and Jarrett Vine, Esq., at
Polsinelli PC as counsel.

Revel AC Inc. on May 21 disclosed that it has successfully
completed its financial restructuring and emerged from Chapter 11
of the United States Bankruptcy Code.  Through the restructuring
plan, which has been approved by both the U.S. Bankruptcy Court
for the District of New Jersey (Camden) and the New Jersey Casino
Control Commission, Revel has reduced its outstanding debt by
approximately $1.2 billion, or 82%, and its annual interest
expense on a cash basis by $98 million, or 96%.


ROSELAND VILLAGE: Court Sets 3-Day Confirmation Hearing in October
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia,
Richmond Division, has approved the disclosure statements
explaining the competing plans of reorganization in the Chapter 11
cases of Roseland Village, LLC, and G.B.S. Holding, Ltd.

The first plan, proposed by creditor Miller and Smith Advisory
Group, LLC, contemplates the development of Roseland Development
as a single planned community.  Under Miller and Smith's Plan,
holders of Secured Claims have three options for payment of their
allowed claims, which payment schemes propose 40-100% recovery.
Holders of General Unsecured Claims, on the other hand, have two
options for payment of their allowed claims, which payment options
propose a 25-100% recovery.  A full-text copy of Miller and
Smith's Second Amended Disclosure Statement, dated July 2, 2013,
is available for free at:

         http://bankrupt.com/misc/ROSELANDds0702.pdf

The second plan, proposed by the Debtors, contemplates the
modification of existing proffers that are required by the
Roseland Village approved zoning.  After final approval of the
rezoning, the Debtors will market the entire assemblage or each
parcel to obtain the highest and best price that the market will
bear.  If the Debtors cannot procure an offer that is acceptable
to the secured creditor that has a lien on a parcel during the
marketing phase, then the Debtors will convey to that creditor
title to its collateral.  A full-text copy of the Debtors' Second
Amended Plan dated March 6, 2013, is available for free at:

         http://bankrupt.com/misc/ROSELANDds0306.pdf

A hearing to consider confirmation of the competing plans is set
for Oct. 10, 2013, at 9:00 AM, Oct. 11, 2013, at 9:00 AM, and Oct.
15, 2013 at 9:00 AM.  Confirmation objections are due Sept. 26,
2013.  Plan ballots are due Oct. 3, 2013.

                        About GBS Holding

Based in Midlothian, Virginia, G.B.S. Holding, Ltd., filed for
Chapter 11 (Bankr. E.D. Va. Case No. 11-33708) on June 3, 2011.
Chief Judge Douglas O. Tice Jr. presides over the case. Bruce E.
Arkema, Esq., and Kevin J. Funk, Esq., at DurretteCrump PLC, serve
as the Debtor's bankruptcy counsel.  G.B.S. disclosed $42,950,000
in assets and $38,208,142 in liabilities as of the Chapter 11
filing.  The petition was signed by George B. Sowers, Jr.,
president, who serves as G.B.S.'s designee pursuant to a court
order.

Affiliate Roseland Village, LLC, filed for Chapter 11 (Bankr. E.D.
Va. Case No. 11-30223) on Jan. 13, 2011. G.B.S. Holding, Ltd.,
owns 50% of Roseland Village, LLC.  DurretteCrump also represents
Roseland Village.

Roseland Village and GBS jointly own 1,288+/- acres adjoining each
other that are jointly part of a larger assemblage of land, known
as Roseland, which has been given approval from Chesterfield
County as a Master Planned Development consisting of more than 1.5
million square feet of commercial space and more than 5,600
housing units.  Roseland consists of 29 separate parcels that were
acquired over a nine-year period.  The property is located south
of Route 288 at its intersection with Woolridge Road.  Development
of the assembled parcel will take place in some cases without
regard to the property lines of the original 29 parcels that
comprise the land titled to GBS and Roseland Village.


SANUWAVE HEALTH: Amends 10.9 Million Units Prospectus
-----------------------------------------------------
SANUWAVE Health, Inc., filed a fourth amendment to its Form S-1
registration statement relating to the offering of up to
10,909,091 Units at a purchase price of $0.55 per Unit, with each
Unit consisting of one share of the Company's common stock and a
warrant to purchase up to an additional 1/2 share of the Company's
common stock at an exercise price per share of $0.80.  The Units
will not be certificated and the common stock and warrants will be
immediately separable and will be separately transferable
immediately upon issuance.

The Company's common stock is quoted on the OTC Bulletin Board
under the symbol "SNWV".  The last reported sale price of the
Company's common stock on July 8, 2013, on the OTC Bulletin Board
was $0.64 per share.  There is no established trading market for
the warrants.

The Company amended this registration statement to delay its
effective date until the Company will file a further amendment
which specifically states that this registration statement will
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement will
become effective on that date as the Commission, acting pursuant
to said Section 8(a), may determine.

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

                         http://is.gd/vCiOt9

                       About SANUWAVE Health

Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global
regenerative medicine company focused on the development and
commercialization of noninvasive, biological response activating
devices for the repair and regeneration of tissue, musculoskeletal
and vascular structures.

BDO USA, LLP, in Atlanta, Georgia, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has suffered recurring losses from operations, has a net
working capital deficit, and is economically dependent upon future
issuances of equity or other financing to fund ongoing operations,
each of which raise substantial doubt about its ability to
continue as a going concern.

SANUWAVE Health reported a net loss of $6.40 million on $769,217
of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $10.23 million on $802,572 of revenue in 2011.
The Company's balance sheet at March 31, 2013, showed $2.33
million in total assets, $13.64 million in total liabilities and a
$11.31 million total stockholders' deficit.


SHOTWELL LANDFILL: Hiring ELM Site Solutions as Engineer
--------------------------------------------------------
Shotwell Landfill, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of North Carolina for authorization to employ
Roland B. Norris II, and the firm of ELM Site Solutions, Inc., as
their Engineer.

Mr. Norris and ELM will:

    a. provide Engineering and Environmental Compliance
       Professional Services; and

    b. perform any other mutually agreed upon services needed by
       the Debtor as part of the bankruptcy proceedings.

The Debtor believes ELM does not represent any interest adverse to
the Debtor or the estate in the matters upon which they are to be
engaged for Debtor.

The application says that ELM is owed $1,239 by the Debtor for
work performed prepetition.

ELM bills at these hourly rates:

  Administrative I                                            $30
  Field Technician I                                          $40
  Field Technician II                                         $50
  Field Supervisor, CADD I, Field Technician III              $60
  Staff E/G/S I, Planner I, CADD II, Field Technician IV      $70
  Staff E/G/S II, Planner II, CADD III, Field Technician V    $75
  Staff E/G/S III, Planner III, CADD IV                       $85
  IH/CIH, SSM, Project E/G/S I                                $95
  Project Manager, Project E/G/S II                          $100
  Senior Project Manager I, Project E/G/S III                $110
  Senior E/G/S, Senior Project Manager II                    $120
  Principal E/G/S                                            $135

The application was signed by Samantha Y. Moore, Esq.,, and
William P. Janvier, Esq., at Janvier Law Firm, PLLC, counsel for
the Debtor.

Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a
Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590) in
Wilson on April 19, 2013.  Judge Stephani W. Humrickhouse presides
over the case.  The Debtor estimated $10 million to $50 million in
assets and liabilities.  Blake P. Barnard, Esq., William P
Janvier, Esq., and Samantha Y. Moore, Esq., at Janvier Law Firm,
PLLC, in Raleigh, N.C., represent the Debtor as counsel.


SHUBH HOTELS PITTSBURGH: CP&D President Can't Intervene in Suit
---------------------------------------------------------------
Bankruptcy Judge Jeffery A. Deller denied a Motion to Intervene
for the Limited Purpose of Filing a Motion for Stay and a Motion
to Stay filed by proposed intervenor, Steve Lewis, the sole
shareholder and president of Contract Purchase & Design, Inc. and
C&M Installations, Inc., which are being sued by Meridian
Financial Advisors, Ltd., the trustee of the Shubh Hotel Creditor
Trust.

On Sept. 6, 2012, the Creditor Trust initiated the Adversary
Proceeding by filing a complaint, claiming that the Debtor
fraudulently transferred estate property to the Defendants in
connection with proposed renovations to the Pittsburgh Hilton
Hotel, which the Debtor operated prior to filing for bankruptcy.
The Creditor Trust avers that on May 19, 2006, the Debtor obtained
a $42,700,000 loan from Column Financial, Inc. to fund renovations
to and the purchase of the Hotel from Hilton Hotels Corporation.
The Creditor Trust asserts that the Debtor contracted with the
Defendants to provide goods and/or services related to the Hotel
renovations and between June 2006 and November 2007, Contract
Purchase & Design and/or C&M Installations received either
directly or indirectly over $13,000,000 for goods and services
allegedly provided to the Debtor for renovations to the Hotel.
The gravamen of the Creditor Trust's Complaint is that the Debtor
received no goods or services of value from Contract Purchase &
Design and/or C&M Installations in exchange for the Transfer.  The
Creditor Trust alleges that the Defendants have been unjustly
enriched, and seeks to avoid and recover the value of the Transfer
pursuant to the Pennsylvania Uniform Fraudulent Transfer Act, 12
Pa.C.S.A. Sections 5104(a)(1), 5104(a)(2), and 5105.

On Oct. 9, 2012, Mr. Lewis and Atul Bisaria were indicted in the
United States District Court for the Northern District of Illinois
at Case No. 12-CR-791.  The Indictment includes 10 counts against
Mr. Lewis and Mr. Bisaria and a forfeiture allegation for wire
fraud and bank fraud.  The indictment alleges that Mr. Lewis and
Mr. Bisaria participated in a scheme to defraud Broadway Bank of
Chicago, Illinois and Mutual Bank of Harvey, Illinois by falsely
representing that loan proceeds from those banks were to be used
to pay for renovations at the Ramada Plaza Hotel in Cincinnati,
Ohio and the Doubletree Guest Suites in Boca Raton, Florida, when
in fact the funds were diverted for other purposes.

Mr. Lewis asserts that his intervening in and staying of the
Creditor Trust's Adversary Proceeding is necessary because the
Criminal Proceeding involves issues "substantiality related to the
claims and defenses in this [A]dversary [P]roceeding," and as
such, "will each require Lewis' presence and participation, and
involve many of the same documents, issues, claims and defenses."

In essence, Mr. Lewis would like to use his privilege against
self-incrimination as a shield preventing the prosecution of this
civil adversary proceeding against his companies all the while he
is under criminal indictment in the Northern District of Illinois.

The Creditor Trust objected.

According to Judge Deller, Mr. Lewis' interests are adequately
represented without allowing him to intervene in the Adversary
Proceeding.  The judge also noted that the Criminal Proceeding and
the Adversary Proceeding do not share common questions of law or
fact, and there is no overlap of issues or parties.

Judge Deller also held that the Creditor Trust convincingly argues
that a stay will not simply delay its right to expeditiously
pursue its claim in the Adversary Proceeding, but will also delay
the Lead Bankruptcy Case itself, resulting in increased trustee
and administrative fees.

Judge Deller said even if the Court granted Mr. Lewis' Motion to
Intervene, it would deny his Motion to Stay the Adversary
Proceeding. If, after discovery begins, some other action may be
appropriate to further protect Mr. Lewis' Fifth Amendment right
against self-incrimination, the Court will consider any timely
requests for such.

The case is MERIDIAN FINANCIAL ADVISORS, LTD, Trustee of the Shubh
Hotel Creditor Trust, Plaintiff, v. CONTRACT PURCHASE & DESIGN,
INC. and C&M INSTALLATIONS, INC., Defendants, Adv. Proc. No.
12-02353-JAD (Bankr. W.D. Pa.).  A copy of the Court's July 9,
2013 Memorandum Opinion is available at http://is.gd/1vOIgAfrom
Leagle.com.

                   About Shubh Hotels Pittsburgh

Boca Raton, Florida-based Shubh Hotels Pittsburgh, LLC, owns and
operates the largest hotel in the city of Pittsburgh.  For roughly
50 years, the Hotel operated as a Hilton franchise.  Hilton
terminated the Hilton Franchise Agreement by letter dated Sept. 1,
2010.

Shubh Hotels Pittsburgh filed for Chapter 11 bankruptcy (Bankr.
W.D. Pa. Case No. 10-26337) on Sept. 7, 2010, Judge Jeffery A.
Deller presiding.  The Debtor estimated assets of $10 million to
$50 million and debts of $50 million to $100 million.

David K. Rudov, Esq., at Rudov & Stein; and Scott M. Hare, Esq.,
served as the Debtor's bankruptcy counsel.  James R. Walsh was
appointed as Chapter 11 Trustee on Feb. 7, 2011, and was
represented by lawyers at his firm, Spence, Custer, Saylor, Wolfe
& Rose.

An Official Committee of Unsecured Creditors was appointed in the
case, represented by The Law Office of Christopher A. Boyer and
David W. Lampl, Esq. and John M. Steiner, Esq., at Leech Tishman
Fuscaldo & Lampl LLC.  The Committee retained Meridian Financial
Advisors, Ltd., as its financial advisors.

The Debtor's amended chapter 11 plan filed April 6, 2011, was
confirmed on May 20, 2011.  Under the Plan, a creditor trust was
formed pursuant to a separate trust agreement for the purpose of,
among other things, prosecuting and settling avoidance actions.
The creditor trust was created on June 9, 2011, to which Meridian
Financial Advisors, Ltd. was appointed as trustee.


SPENDSMART PAYMENTS: Extends Tender Offer Expiration to July 15
---------------------------------------------------------------
The Spendsmart Payments Company is extending the expiration date
of its tender offer until 5:00 p.m. Eastern Time on July 15, 2013,
unless further extended.  The Offer had been previously scheduled
to expire at 5:00 p.m. Eastern Time on July 8, 2013.

The Company previously offered to amend warrants to purchase an
aggregate of 2,529,572 shares of common stock, including:

   (i) outstanding warrants to purchase 634,916 shares of the
       Company's common stock issued to investors participating in
       the Company's private placement financing completed on
       Dec. 13, 2012, and Nov. 30, 2012;

  (ii) outstanding warrants to purchase 1,016,518 shares of the
       Company's common stock issued to investors participating in
       the Company's financing completed on July 19, 2012,
       June 20, 2012, and May 24, 2012;

(iii) outstanding warrants to purchase 446,188 shares of the
       Company's common stock issued to investors participating in
       the Company's private placement financing completed on
       Oct. 21, 2011, and Nov. 21, 2011; and

  (iv) outstanding warrants to purchase an aggregate of 431,950
       shares of the Company's common stock issued to investors
       participating in the Company's private placement financings
       closed on Nov. 16, 2010, upon the terms and subject to the
       conditions set forth in the Offer To Amend and Exercise
       Warrants to Purchase Common Stock, dated June 10, 2013, and
       as amended and supplemented.

A copy of the Amended Schedule TO is available for free at:

                         http://is.gd/e4kwLV

                          About SpendSmart

San Diego, Calif.-based The SpendSmart Payments Company is a
Colorado corporation.  Through the Company's subsidiary
incorporated in the state of California, The SpendSmart Payments
Company, the Company issues and services prepaid cards marketed to
young people and their parents.  The Company is a publicly traded
company trading on the OTC Bulletin Board under the symbol "SSPC."

The Company's balance sheet at March 31, 2013, showed
$2.77 million in total assets, $1.82 million in total current
liabilities, and stockholders' equity of $947,763.


SPRINGMORE II: U.S. Trustee Unable to Appoint Creditors' Committee
------------------------------------------------------------------
The United States Trustee has informed the U.S. Bankruptcy Court
for the Southern District of West Virginia that despite the OUST's
efforts to solicit unsecured creditors for appointment to a
committee of unsecured creditors in the involuntary Chapter 11
case of Springmore II LLC, as of July 1, 2013, sufficient
indications of willingness to serve on such committee have not
been received from persons eligible to serve on such committee
under 11 U.S.C. Section 1102(b)(1).

Accordingly, the United States Trustee is unable to appoint a
committee of unsecured creditors pursuant to 11 U.S.C. Section
1102(a).

                      About Springmore II LLC

On April 1, 2013, Bettye J. Morehead, Brown Edwards & Co., and DBK
Investments & Development Corporation, filed an involuntary
petition for Chapter 11 against the Springmore II, LLC (Bankr.
S.D. W. Va. Case No. 13-50064.  Judge Ronald G. Pearson presides
over the case.  Joe M. Supple, Esq., at Supple Law Office, PLLC,
in Point Pleasant, West Virginia, represents the petitioners as
counsel.

George L. Lemon, Esq., represents the Alleged Debtor as counsel.

Debra A. Wertman, Esq., represents the United States Trustee as
counsel.

Alleged Debtor Springmore II, LLC, is based in Wytheville,
Virginia.


SPRINT NEXTEL: Completes Acquisition of Clearwire
-------------------------------------------------
Sprint has successfully completed its transaction to acquire 100
percent ownership of Clearwire.  The merger agreement was first
announced on Dec. 17, 2012, and Clearwire shareholders approved
the transaction at a special meeting of stockholders held on
July 8, 2013.  The transaction closed and became effective on
July 9, 2013.

At the effective time, each share of Class A common stock of
Clearwire automatically converted into the right to receive $5.00
per share in cash.  As a result of the completion of the
transaction, the common stock of Clearwire will no longer be
listed for trading on the NASDAQ stock exchange and Clearwire
expects no further trading after the close of business on July 9,
2013.

Also, under the terms of the Indenture, dated as of Dec. 8, 2010,
by and among Clearwire Communications LLC, Clearwire Finance,
Inc., the guarantors named therein and Wilmington Trust, National
Association, as trustee, the transaction constitutes a Fundamental
Change for the purposes of the 8.25 percent Notes Indenture with
an Effective Date of July 9, 2013.

Citigroup Global Markets Inc. acted as financial advisor to Sprint
and Skadden, Arps, Slate, Meagher & Flom LLP and King & Spalding
LLP acted as counsel to Sprint.  The Raine Group acted as
financial advisor to SoftBank Corp. and Morrison Foerster LLP
acted as counsel to SoftBank.  Evercore Partners acted as
financial advisor and Kirkland & Ellis LLP acted as counsel to
Clearwire.  Centerview Partners acted as financial advisor and
Simpson Thacher & Bartlett LLP and Richards, Layton & Finger,
P.A., acted as counsel to Clearwire's special committee.
Blackstone Advisory Partners L.P. advised Clearwire on
restructuring matters.

In connection with the Merger, the Company expects to exit certain
leases related to Clearwire's commercial offices, cell towers, and
all retail stores as well as to reduce employee headcount.  The
Company expects these actions to result in lease exit, severance,
and other costs for which the Company is not able to make a
determination of an estimate at this time.

                        About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

Sprint Nextel incurred a net loss of $4.32 million in 2012, a net
loss of $2.89 million in 2011, and a net loss of $3.46 million in
2010.  The Company's balance sheet at March 31, 2013, showed
$50.75 billion in total assets, $44.28 billion in total
liabilities, and $6.47 billion in total shareholders' equity.

                           *     *     *

As reported by the TCR on Oct. 17, 2012, Standard & Poor's Ratings
Services said its ratings on Overland Park, Kan.-based wireless
carrier Sprint Nextel Corp., including the 'B+' corporate credit
rating, remain on CreditWatch.  "The CreditWatch update follows
the announcement that Sprint Nextel has agreed to sell a majority
stake to Softbank," said Standard & Poor's credit analyst Allyn
Arden.

In the Oct. 17, 2012, edition of the TCR, Moody's Investors
Service has placed all the ratings of Sprint Nextel, including its
B1 Corporate Family Rating, on review for upgrade following the
announcement that the Company has entered into a series of
definitive agreements with SOFTBANK CORP.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


SPRINT NEXTEL: S&P Raises CCR to 'BB-'; Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Overland Park, Kan.-based wireless carrier Sprint Nextel
Corp. (Sprint) to 'BB-' from 'B+'.  The rating outlook is stable.

"Additionally, we raised the issue-level rating on Sprint's
guaranteed notes and revolving credit facility to 'BB+', two
notches above the corporate credit rating, from 'BB-' and revised
the recovery rating to '1', which indicates our expectation for
very high (90% to 100%) recovery in the event of payment default,
from '2'.  We also raised the issue-level rating on Sprint's EKN
credit facility due 2017 to 'BB+' from 'BB'.  In addition, we
raised the issue-level rating on Sprint's senior unsecured debt
issues that are not guaranteed by the subsidiaries to 'BB-' from
'B+'.  The recovery rating on this debt remains '3', which
indicates our expectations for meaningful (50% to 70%) recovery in
the event of payment default," S&P said.

All ratings on Sprint are removed from CreditWatch with developing
implications.  S&P had originally placed its ratings on Sprint on
CreditWatch with positive implications on Oct. 11, 2012, following
the announcement that SoftBank (BB+/Stable/--) agreed to acquire a
majority stake in Sprint.  S&P subsequently revised the
CreditWatch listing to developing from positive when DISH Network
Corp. submitted a counter-offer.  SoftBank later increased its
offer for Sprint and DISH announced that it would not submit a new
bid.  At transaction close, S&P expects that SoftBank will own a
78% stake in the company.

"The ratings on Sprint reflect what we consider to be a 'fair'
business risk profile and a 'highly leveraged' financial risk
profile, a combination that supports a stand-alone credit profile
of 'b+' for the company," said Standard & Poor's credit analyst
Allyn Arden.  S&P has also imputed one notch of support from the
higher-rated SoftBank, which leads to the 'BB-' corporate credit
rating on Sprint.

Key factors in S&P's business risk assessment include Sprint's
current weak profitability, which S&P thinks is likely to remain
below industry average in the near term because of the expenses
associated with its network upgrade and high phone subsidies.  S&P
also considers Sprint to be at a competitive disadvantage relative
to the two strongest providers in the industry, AT&T and Verizon.
Additionally, S&P believes there are execution risks related to
Sprint's network upgrade and S&P considers its customer churn to
be elevated, albeit improving, relative to its peers.

The outlook is stable.  Despite S&P's expectation for improving
operating trends, including higher postpaid ARPU and modest
subscriber growth, S&P believes the company will be challenged to
improve leverage in the near term due to its substantial FOCF
deficits over the next couple of years, which will likely result
in higher levels of debt.  Moreover, S&P believes the company's
subpar profitability relative to its peer group and high capital
expenditures over the next couple of years leave little room for
execution missteps as it upgrades its network.

An upgrade is unlikely in the near term unless Sprint performs
better than S&P has incorporated in its base-case scenario.  This
includes customer growth, margin expansion to the high-20% area or
better, and leverage below 5x on a sustained basis.  S&P could
also raise the ratings if SoftBank were to provide Sprint with
additional capital, and Sprint used that to fund FOCF deficits and
reduce debt below the 5x leverage level.

"Conversely, we could lower the ratings if maturing industry
conditions and increased competition result in higher churn,
pricing pressure, and accelerating postpaid subscriber losses,
resulting in leverage rising to the 7x area.  Also, given Sprint's
less-than-adequate liquidity, we could also lower the ratings if
the company is not able to address upcoming maturities and fund
FOCF deficits by early 2014, leading to a liquidity assessment of
"weak".  In the latter scenario a multinotch downgrade to 'B-' is
possible depending upon any mitigating actions by SoftBank to
bolster Sprint's liquidity," S&P said.


SPRINT NEXTEL: Owns 100% of Clearwire Class A Common Shares
-----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Sprint Nextel Corporation and its affiliates
disclosed that, as of July 9, 2013, they beneficially owned
1,473,784,979 shares of Class A common stock of Clearwire
Corporation representing 100 percent of the shares outstanding.

Sprint has successfully completed its transaction to acquire 100
percent ownership of Clearwire on July 9, 2013.  The merger
agreement was first announced on Dec. 17, 2012, and Clearwire
shareholders approved the transaction at a special meeting of
stockholders held on July 8, 2013.  As a result of the Merger,
Clearwire continues as the surviving corporation of the Merger and
a wholly-owned subsidiary of Sprint Nextel.

The Class A Common Stock ceased trading on the NASDAQ Stock Market
after the closing of the market on July 9, 2013.

On July 5, 2013, 57,500,000 shares of Class B common stock,
together with a corresponding number of Clearwire Communications
Class B Common Interests, held by Sprint HoldCo were exchanged for
57,500,000 shares of Class A common stock of Clearwire in
accordance with the Clearwire Charter and Operating Agreement.
Those shares of Class A common stock were subsequently converted
into shares of Surviving Company Class A Common Stock at the
Effective Time.

Sprint beneficially owned 739,010,818 Class A common stock of
Clearwire at May 20, 2013, representing 52.5 percent of the shares
outstanding.

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

                        http://is.gd/N83E67

                       About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

Sprint Nextel incurred a net loss of $4.32 million in 2012, a net
loss of $2.89 million in 2011, and a net loss of $3.46 million in
2010.  The Company's balance sheet at March 31, 2013, showed
$50.75 billion in total assets, $44.28 billion in total
liabilities, and $6.47 billion in total shareholders' equity.

                           *     *     *

As reported by the TCR on Oct. 17, 2012, Standard & Poor's Ratings
Services said its ratings on Overland Park, Kan.-based wireless
carrier Sprint Nextel Corp., including the 'B+' corporate credit
rating, remain on CreditWatch.  "The CreditWatch update follows
the announcement that Sprint Nextel has agreed to sell a majority
stake to Softbank," said Standard & Poor's credit analyst Allyn
Arden.

In the Oct. 17, 2012, edition of the TCR, Moody's Investors
Service has placed all the ratings of Sprint Nextel, including its
B1 Corporate Family Rating, on review for upgrade following the
announcement that the Company has entered into a series of
definitive agreements with SOFTBANK CORP.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


SPRINT NEXTEL: BlackRock Held 4.7% Equity Stake at June 28
----------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BlackRock, Inc., disclosed that, as of
June 28, 2013, it beneficially owned 144,607,991 shares of common
stock of Sprint Nextel Corp. representing 4.78 percent of the
shares outstanding.  BlackRock previously reported beneficial
ownership of 154,874,860 common shares of the Company representing
5.16 percent as of Dec. 31, 2012.  A copy of the regulatory filing
is available for free at http://is.gd/9Upewq

                       About Sprint Nextel

Overland Park, Kan.-based Sprint Nextel Corp. (NYSE: S)
-- http://www.sprint.com/-- is a communications company offering
a comprehensive range of wireless and wireline communications
products and services that are designed to meet the needs of
individual consumers, businesses, government subscribers and
resellers.

Sprint Nextel incurred a net loss of $4.32 million in 2012, a net
loss of $2.89 million in 2011, and a net loss of $3.46 million in
2010.  The Company's balance sheet at March 31, 2013, showed
$50.75 billion in total assets, $44.28 billion in total
liabilities, and $6.47 billion in total shareholders' equity.

Sprint has successfully completed its transaction to acquire 100
percent ownership of Clearwire on July 9, 2013.  The merger
agreement was first announced on Dec. 17, 2012, and Clearwire
shareholders approved the transaction at a special meeting of
stockholders held on July 8, 2013.

                           *     *     *

As reported by the TCR on Oct. 17, 2012, Standard & Poor's Ratings
Services said its ratings on Overland Park, Kan.-based wireless
carrier Sprint Nextel Corp., including the 'B+' corporate credit
rating, remain on CreditWatch.  "The CreditWatch update follows
the announcement that Sprint Nextel has agreed to sell a majority
stake to Softbank," said Standard & Poor's credit analyst Allyn
Arden.

In the Oct. 17, 2012, edition of the TCR, Moody's Investors
Service has placed all the ratings of Sprint Nextel, including its
B1 Corporate Family Rating, on review for upgrade following the
announcement that the Company has entered into a series of
definitive agreements with SOFTBANK CORP.

As reported by the TCR on Aug. 8, 2012, Fitch Ratings affirms,
among other things, the Issuer default rating (IDR) of Sprint
Nextel and its subsidiaries at 'B+'.  The ratings for Sprint
reflect the ongoing execution risk both operationally and
financially regarding several key initiatives that the company
expects will improve cash generation, network performance and
longer-term profitability.


SUPERCLUB IBIZA: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Superclub Ibiza, LLC
          dba Ibiza Nightclub
        1222 1st Street, NE
        Washington, DC 20002

Bankruptcy Case No.: 13-00418

Chapter 11 Petition Date: July 3, 2013

Court: U.S. Bankruptcy Court
       District of Columbia (Washington, D.C.)

Judge: S. Martin Teel, Jr.

Debtor's Counsel: Steven H. Greenfeld, Esq.
                  COHEN, BALDINGER & GREENFELD, LLC
                  7910 Woodmont Avenue, Suite 1103
                  Bethesda, MD 20814
                  Tel: (301) 881-8300
                  Fax: (301) 881-8350
                  E-mail: steveng@cohenbaldinger.com

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

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

The Company?s list of its 15 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/dcb13-00418.pdf

The petition was signed by Aldo Vuong, general manager.


TITLEMAX FINANCE: S&P Assigns 'B+' Rating to $500MM Secured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' issuer credit
rating on TMX Finance LLC and 'B+' issuer credit rating on
TitleMax Finance Corp. (collectively, TitleMax).  The rating
outlook is stable.  At the same time, S&P assigned a 'B+' rating
and '4' recovery rating to TitleMax's proposed $500 million
secured note offering.

S&P will withdraw the issue rating and recovery rating on the
company's existing senior secured notes of 'B+' and '3',
respectively, upon close of the proposed offering.

TitleMax announced that it plans to refinance its $25 million
revolving credit facility and $310 million senior secured notes by
issuing a $75 million revolving credit facility and $500 million
of senior secured notes.  TitleMax will use the excess proceeds to
pay down $100 million of payment-in-kind (PIK) notes the company's
parent issued in November.  TitleMax will also use the proceeds to
fund its strong growth.

Since issuing its existing senior secured notes in 2010, TitleMax
has grown significantly, increasing its last-12-months' (LTM)
originations to $826 million as of March 31, 2013, from
$346 million as of March 31, 2010, and its store count has
increased to 1,108 from 557.  The company's growth has exceeded
S&P's expectations, which were fairly aggressive, and raises
operational and regulatory risks associated with management of a
rapidly expanding footprint into jurisdictions with unique
legislative risks.  The growth in the company's profitability has
also been somewhat disappointing over the past few quarters,
although it remains a strength to the rating.

"Competitive and regulatory threats within the payday/title loan
subsector remain the primary limit to the ratings," said Standard
& Poor's credit analyst Kevin Cole.  "In addition, we continue to
view the firm's single-product business profile, its lack of
funding diversity, its history of funding problems, and
management's intention to grow rapidly as negative ratings
factors."  Strong earnings, limited credit risk, and manageable
leverage mitigate weaknesses.

"Our simulated default scenario contemplates a default occurring
in 2017 and assumes a substantial decline in cash flow resulting
from adverse business conditions or legislative and regulatory
concerns.  We believe that, if TitleMax were to default, its
stores within certain states will remain profitable, and lenders
would be able to achieve the greatest recovery value through
reorganization rather than liquidation.  Our net emergence
enterprise value of $250 million results in recovery of principal
and interest at the low end of 30%-50% for holders of TitleMax's
proposed $500 million senior secured notes.  This is roughly 20%
lower than our assumed recovery on the existing senior secured
notes and will result in a lowering of the recovery rating to '4'
from '3'.  The lower recovery reflects the change in priority
claim on the proposed notes, which will now be in a second lien to
the asset-based revolving credit facility.  The existing revolving
credit facility and senior secured notes are pari passu," S&P
said.

"The stable outlook balances good financial performance and
improved funding against vulnerability to increased competition
and risks of expansion," said Mr. Cole.  The factors limiting the
ratings on TitleMax are more qualitative than quantitative.  S&P
could lower the ratings by multiple notches if material adverse
legislative/regulatory actions on either a federal or individual
state basis hurt the firm.  S&P could also lower the rating if it
believes the company's leverage will not fall to below 4x by year-
end 2014 because of either weak earnings growth or the assumption
of additional debt to fund a dividend or large acquisition.

Although it is less likely, S&P could raise the rating if earnings
and leverage remain strong as the firm's rate of growth slows and
S&P becomes more comfortable with local and federal
regulators/legislators' view of the title/payday-lending business.


TMX FINANCE: New Senior Notes Issuance Gets Moody's B3 Rating
-------------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family Rating
of TMX Finance LLC and assigned a B3 rating to the company's new
issuance of senior secured second lien notes. The rating outlook
is stable.

Ratings Rationale:

The B3 CFR reflects TMX's weakening capital structure post the
senior notes issuance, the regulatory risk related to subprime
lending as well as the company's limited geographic
diversification and continuing aggressive debt-financed store
growth. Furthermore, the significant debt maturity in 2018 creates
refinancing risk for TMX.

At the same time, Moody's positively notes TMX's long history of
operations in the fragmented subprime lending space, solid secular
demand fundamentals for its core title lending product, continued
satisfactory operating performance and significant tangible equity
base.

Proceeds of the new notes issue will refinance TMX's existing debt
(except capital leases of $1.7 million), including TMX's existing
rated senior secured first lien notes, revolving credit facility,
the senior PIK toggle notes of TMX's holding company, TMX Finance
Holdings Inc. and other notes payable. TMX will also put in place
a new $75 million first lien asset based lending revolving credit
facility, which Moody's will not rate.

The refinancing transaction will result in an increase in TMX's
total debt by $53 million or ~ 11%. Cash flow leverage
(debt/EBITDA) will increase modestly, though interest coverage
will improve due to the expected lower coupon on the new debt.
Furthermore, the new senior notes will be secured by a second lien
on the borrower's assets compared with the current structure where
senior notes are secured by a first lien on assets. The increase
in leverage and the new notes' second lien security terms
represent a weakening in the firm's capital structure.

The new $500 million notes have the same rating as TMX's CFR as
they represent a preponderance of the company's total debt.

TMX's ratings could be upgraded if over time the company
demonstrates profitability consistent with the company's targets
and as leverage decreases through earnings retention once new
stores start ramping up. The ratings could be downgraded if the
company's profitability, interest coverage or capital position
significantly deteriorates, for example due to elevated net
charge-off rates or a regulatory action against title lenders.

The principal methodology used in this rating was Finance Company
Global Rating Methodology published March 2012.

TMX is an auto title loan company headquartered in Savannah, GA.


TRIBUNE CO: S&P Retains 'BB-' CCR on CreditWatch Negative
---------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB-' corporate
credit and other ratings on Chicago-based Tribune Co. remain on
CreditWatch, where it placed them with negative implications on
July 2, 2013.

"While we view the publishing businesses as subject to significant
long-term structural risks, the spin-off affects business
diversity and cash flow.  The company's publishing operations
consist of eight metropolitan papers and related websites.  The
company's two largest papers, the Los Angeles Times and the
Chicago Tribune, account for roughly 60% of the segment's revenue
and slightly more than one-half of its EBITDA.  Based on Tribune
Co.'s 2012 financials, its publishing segment, which includes
certain assets (Tribune Media Services and real estate) which will
not be included in the spin-off, generated about $2 billion of
revenue and $89 million of segment operating profit, or roughly
22% of Tribune's operating profit.  Although operating profit was
down only slightly from 2011, operating cash flow from this
segment fell about 40% from 2008 through 2011 due to the secular
decline in print advertising revenues.  We believe that
profitability at the publishing segment will continue to decline,
as additional cost cuts may be insufficient to offset long-term
pressures of readership declines and advertising moving online,"
S&P said.

It is unclear how much cash, debt, and pension obligations might
be initially spun off with the publishing assets, or what the new
entity's longer-term capital needs might be, which will depend on
its growth and shareholder return objectives.  If all of the
company's pro forma debt remain at the broadcasting focused
Tribune Co., leverage would likely increase to about the mid- to
high-5x area, above S&P's 4.5x leverage threshold for the rating.
Once the publishing assets are spun-off, S&P expects that the
broadcasting entity would maintain a "satisfactory" business risk
score.

"In resolving our negative CreditWatch listing, we will evaluate
the pro forma capital structures and liquidity profiles of the two
entities--assuming that rated debt exists at both companies)--and
will assess the business strategies and financial policies," said
Standard & Poor's credit analyst Jeanne
Shoesmith.

S&P could remove the ratings from CreditWatch if the company
commits to a financial policy of maintaining adequate liquidity
and leverage below 4.5x.  S&P could lower the ratings if it
becomes apparent that additional acquisitions, debt-financed
dividends, or the spin-off will cause leverage to exceed 4.5x.
S&P currently believes the downgrade potential on Tribune Co. is
limited to one notch.


TRILOGY INT'L: Good Performance Triggers Moody's Outlook Revision
-----------------------------------------------------------------
Moody's Investor Service affirmed Trilogy International Partners
LLC B3 Corporate Family Rating and changed the rating outlook to
stable from negative.

The outlook change to stable reflects positive revenue and EBITDA
growth, the corresponding decrease in leverage levels, and the New
Zealand credit facility (not rated) that was recently entered into
by the company's subsidiary. The new 150 million New Zealand
dollar credit facility is expected to be used to repay the Huawei
vendor financing starting in Q3 2013 and provide funds for capex
spending in New Zealand.

Trilogy International Partners LLC

Senior Secured Notes, Affirmed Caa1, LGD rating changed to
LGD 5, 70%, from LGD 4, 67%

Corporate Family Rating, Affirmed B3

Probability of Default Rating, Affirmed B3-PD

Outlook, changed to stable from negative

Rating Rationale

Trilogy's B3 Corporate Family Rating is based on its on its
Wireless operations in Bolivia, Dominican Republic, and New
Zealand and its growth strategy that requires significant capex
spend that has contributed to negative free cash flow over the
past several years which is expected to continue. The rating also
reflects the political, regulatory, economic, and competitive
risks that Trilogy faces that have the potential to materially
impact the company.

Trilogy also has significant concentration risk in its Bolivian
operations that represent the vast majority of its EBITDA and
funds from operations, although concentration to Bolivia is
expected to decline as the company's New Zealand operations
continue to grow. While the new credit facility is positive, the
availability of the facility is subject to EBITDA performance at
its New Zealand business and the full amount is not expected to be
available until EBITDA levels achieve specific levels. As a
result, the company will need to continue to grow EBITDA in New
Zealand to have access to the amount needed to repay the Huawei
loan. The company will likely have to spend additional capex to
upgrade its 3G network to LTE at some point in the future and some
shareholders have liquidity rights that could pressure the
company's liquidity in 2015 and 2016.

The company's New Zealand operations have achieved three straight
quarters of positive EBITDA and its Bolivian operations continue
to demonstrate positive growth despite somewhat challenging
operating conditions. Recent performance has led to a decline in
leverage levels from over 6x at the end of 2011 to 4.2x as of
March 31, 2013 (including Moody's standard adjustments). The
company receives support for the rating from its subscriber growth
of 15% in 2012, with gains in all three of its subsidiaries led by
New Zealand. As its subscriber base grows and lower operating
costs are achieved in New Zealand as its infrastructure is built
out and it benefits from lower roaming rate agreements, the level
of EBITDA should continue to grow. Trilogy also receives support
from its highly experienced senior management team with prior
successful experience in the wireless industry and its significant
ownership stake in the company.

Trilogy's liquidity profile is weak despite the new credit
facility given the performance based availability of the facility
that is needed to repay the Huawei facility starting in Q3 2013.
While Moody's anticipates EBITDA growth in New Zealand that will
increase its availability under the facility, it remains a risk to
the company. The company has a cash balance of $63 million as of
the end of March 2013, but Moody's expects continued high levels
of capex to lead to negative free cash flow over the next 12 to 18
months. There is no revolving bank facility in place at the
holding company and some shareholders have the right to declare a
liquidity event In July 2014 and December 2015. If exercised, the
company would have to use commercially reasonable efforts to
provide an exit for these shareholders within one year which has
the potential to impact the company in 2015 and 2016. Currency
fluctuations could drive up the cost of servicing US dollar
denominated debt, given that Trilogy generates most of its cash
flow in local currencies for which there are no forward markets.

A U.S. based holding company, Trilogy is the borrower of the $370
million notes (TIP notes). Moody's rates the TIP notes Caa1, one
notch lower than the B3 corporate family rating, due to the
liabilities ranked ahead of it in Moody's Loss Given Default
analysis, including secured loans at the company's Bolivian and
New Zealand operating subsidiary (that could be increased in size)
and trade payables at all operating subsidiaries. In Moody's
opinion, asset security for lenders of the Bolivian and New
Zealand loans and structural seniority for trade creditors put
these debtors in a better position than the TIP note holders. TIP
note holders will have security in domestic subsidiaries, but the
assets of the domestic subsidiaries consist of shares in the
international operations of Bolivia, the Dominican Republic and
New Zealand, a significant weakness from a collateral standpoint.
Also, the foreign jurisdiction of the operating assets could
complicate access for TIP note holders which support the one notch
differential.

The rating outlook is stable given expectations for continued
revenue and EBITDA growth, baring negative regulatory or political
changes in Bolivia that could materially impact the company. The
growth in EBITDA is anticipated to offset a modest increase in
debt over the rating horizon.

An improved liquidity profile including the repayment of its
Huawei facility, the ability to address any liquidity rights
exercised from some shareholders, and positive free cash flow
combined with continued positive revenue and EBITDA growth with
leverage levels maintained below 4x could result in a positive
rating action. A material diversification in EBITDA and cash flow
from its dependence on Bolivia would also be a requirement for an
upgrade and clarity on the impact of any regulatory changes in
Bolivia would be necessary.

A decline in liquidity that raised doubt about the company's
ability to meet any near term obligations would put downward
pressure on the rating. A decline in EBITDA due to regulatory,
political or competitive reasons that is expected to lead to
leverage above 5.75x on a sustained basis would likely lead to a
downgrade.

The principal methodology used in this rating was the Global
Telecommunications 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.

Based in Bellevue, WA, Trilogy International Partners LLC provides
wireless communication services to over 4 million subscribers in
Bolivia, Dominican Republic, and New Zealand. The management team
of Western Wireless International formed Trilogy in November 2005
to acquire the Haitian and Bolivian wireless operations of Alltel
Corporation. Trilogy subsequently acquired the Dominican Republic
wireless assets of Centennial Communications Corp. in March 2007.
In 2008, Trilogy purchased a 26% stake in a new operator in New
Zealand, which the company has increased to approximately 61% as
of yearend 2012. The operations in Haiti were sold in March 2012.


TWN INVESTMENT: Nguyen and Huynh Step Down From Committee
---------------------------------------------------------
August B. Landis, Acting U.S. Trustee for Region 17, amended, for
the second time, the appointment of the Official Committee of
Unsecured Creditors in the Chapter 11 case of TWN Investment
Group, LLC, to reflect that Hung Q. Nguyen and Xuannhi Huynh are
no longer members of the Committee.

The Chapter 11 Trustee has been advised that Messrs. Nguyen and
Huynh no longer wish to serve.  Messrs. Nguyen and Huynh were
added to the Committee on May 16, 2013.

The Committee now consists of the original members which were
appointed on April 2:

      1. Huan T. Tran
         P.O. Box 21474
         San Jose, CA 95151-1474

      2. Wendy Nguyen
         Huong Han
         3144 Rasmus Circle
         San Jose, CA 95148

      3. Tuan Le
         1569 Lexann Ave., Suite 122
         San Jose, CA 95121

      4. Lexuan Tran
         40449 Paseo Padre Pkwy
         Fremont, CA 94538

      5. Truc Tran
         140 Knightshaven Way
         San Jose, CA 95111

                    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 at Lang Richert & Patch represents the Committee.


UNI-PIXEL INC: NY Class Action Complaint Voluntarily Dismissed
--------------------------------------------------------------
UniPixel, Inc., has received notice of the voluntary dismissal of
a class action complaint that was filed on June 5, 2013, in the
Southern District of New York by Marco Meneghetti individually and
on behalf of all others similarly situated.

Plaintiff Marco Meneghetti, pursuant to Fed. R. Civ. P.
41(a)(1)(A)(i) of the Federal Rules of Civil Procedure, has given
notice of the dismissal of the defendants (comprised of UniPixel
and its CEO, CFO and chairman) from this proposed class action
without prejudice.  The plaintiff has moved that an order be
entered granting approval of the voluntary dismissal of the
defendants without prejudice and without notice in accordance with
the provisions of Fed. R. Civ. P. 23(e).

This complaint was one of two purported class action complaints
filed against UniPixel and its CEO, CFO and chairman that the
company reported in a legal update issued on June 19, 2013.  The
second complaint was filed with the United States District Court,
Southern District of Texas.  Both complaints alleged the company
and its officers and directors violated the federal securities
laws, specifically Sections 10(b) and 20(a) of the Securities
Exchange Act of 1934, by making purportedly false and misleading
statements concerning its licensing agreements and product
development.  The complaints sought unspecified damages on behalf
of a purported class of purchasers of its common stock during the
period from Dec. 7, 2012, to May 31, 2013.

Similar to the dismissed complaint filed in New York, UniPixel
believes the complaint filed in Texas is without merit and it will
vigorously defend against it.

                         About Uni-Pixel Inc.

The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL)
-- http://www.unipixel.com/-- is a production stage company
delivering its Clearly Superior(TM) Performance Engineered Films
to the Lighting & Display, Solar and Flexible Electronics market
segments.

Uni-Pixel incurred a net loss of $9.01 million in 2012, as
compared with a net loss of $8.56 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $19.40 million in total
assets, $693,193 in total liabilities and $18.71 million in total
shareholders' equity.

"As of December 31, 2012, we had a cash balance of approximately
$13.0 million and working capital of $12.8 million.  We project
that current cash reserves will sustain our operations through at
least December 31, 2013, and we are not aware of any trends or
potential events that are likely to adversely impact our short
term liquidity through this term.  We expect to fund our
operations with our net product revenues from our commercial
products, cash and cash equivalents supplemented by proceeds from
equity or debt financings, and loans or collaborative agreements
with corporate partners, each to the extent necessary," according
to the Company's annual report for the year ended Dec. 31, 2012.


UNITED AMERICAN: Dove Foundation Had 13% Equity Stake at June 25
----------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, The Dove Foundation disclosed that, as of
June 25, 2013, it beneficially owned 2,478,647 shares of common
stock of United American Healthcare Corp. representing 13.55
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/gsM88g

                       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.


UNITED GILSONITE: Court OKs March 2014 Extension of DIP Financing
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Pennsylvania
authorized United Gilsonite Laboratories to (i) enter into a first
amendment to the DIP credit agreement nunc pro tunc to March 23,
2013; and (ii) amend the final order authorizing the Debtor to (a)
obtain final postpetition financing and granting security
interests and superpriority administrative expense status, subject
to a carve-out on certain expenses, and (b) use cash collateral
which PNC Bank, National Association, in its capacity as agent,
asserts an interest.

Pursuant to the amendment, the postpetition financing will be
extended until March 23, 2014, or the earlier of plan confirmation
and the Debtor's exit from Chapter 11 among other things.

A copy of the amendment is available for free at:

                        http://is.gd/DDBQn6

                     About United Gilsonite

Scranton, Pennsylvania-based United Gilsonite Laboratories is a
small family-owned corporation engaged in the manufacturing of
wood and masonry finishing products and paint sundries.  United
Gilsonite filed for Chapter 11 bankruptcy protection (Bankr. M.D.
Pa. Case No. 11-02032) on March 23, 2011, to address asbestos-
related claims.  UGL is best known for Drylok, a leak-prevention
and waterproofing compound, and Zar wood finish.

Judge Robert N. Opel, II, oversees the case.  Mark B. Conlan,
Esq., at Gibbons P.C., serves as the Debtor's bankruptcy counsel.
Joseph M. Alu & Associates P.C. serves as accountants.  K&L Gates
LLP serves as special insurance counsel.  Garden City Group is the
claims and notice agent.  The Company disclosed $21,084,962 in
assets and $3,008,688 in liabilities as of the Chapter 11 filing.

Roberta A. DeAngelis, United States Trustee for Region 2,
appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  Montgomery, McCracken, Walker & Rhoads, LLP,
represents the Committee.  The Committee retained Legal Analysis
Systems, Inc., as its consultant on the valuation of asbestos
liabilities.

James L. Patton, Jr., has been appointed as legal representative
for future holders of personal injury or wrongful death claims
based on alleged exposure to asbestos and asbestos-containing
products.  He retained Young Conaway Stargatt & Taylor LLP as his
attorneys.

Charter Oak Financial Consultants LLC serves as financial advisor
to the Unsecured Creditors Committee and the Future Claimants
Representative.


UPH HOLDINGS: Tamarack Associates Approved as Financial Advisor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
authorized UPH Holdings, Inc., et al., to employ Tamarack
Associates, Inc. as financial advisors.

Tamarack will, among other things:

   a) assist the Debtor in developing and executing its
      turnaround/restructuring plan;

   b) provide assistance with the preparation of 13-week cash
      flow forecast and evaluate short-term liquidity
      requirements of the Company; and

   c) provide assistance with the preparation of financial
      related disclosures required by the Court, including
      the Schedules of Assets and Liabilities, the Statement of
      Financial Affairs and Monthly Operating Reports, if
      necessary.

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

                      About UPH Holdings Inc.

UPH Holdings Inc. and several affiliates filed Chapter 11
petitions (Bankr. W.D. Tex. Lead Case No. 13-bk-10570) on
March 28, 2013.  Judge Tony M. Davis oversees the case.  Jennifer
Francine Wertz, Esq., and Patricia Baron Tomasco, Esq., at Jackson
Walker, L.L.P., serve as the Debtors' counsel.  UPH Holdings
disclosed $26,917,341 in assets and $19,705,805 in liabilities as
of the Chapter 11 filing.

Other affiliates that sought Chapter 11 protection are: Pac-West
Telecomm, Inc.; Tex-Link Communications, Inc.; Unipoint Holdings,
Inc.; Unipoint Enhanced Services, Inc.; Unipoint Services, Inc.;
Nwire LLC; and Peering Partners Communications LLC (Case Nos.
13-10571 to 13-10577).

Judy A. Robbins, the United States Trustee for Region 7, has
appointed a five-member Official Committee of Unsecured Creditors
in the Chapter 11 cases of UPH Holdings, Inc., Pac-West Telecomm
Inc., and their affiliated debtors.


VALENCE TECHNOLOGY: May Employ Armanino McKenna as Appraiser
------------------------------------------------------------
The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas authorized Valence Technology, Inc., to
employ Armanino McKenna, LLP as appraiser nunc pro tunc to
Nov. 20, 2012.

As reported in the Troubled Company Reporter on Dec. 27, 2012,
Armanino McKenna will perform an appraisal of the Debtor's
patent portfolio and to prepare a report of valuation, nunc pro
tunc to Nov. 20, 2012.

For its services in connection with appraising the Debtor's
foreign and domestic patents and preparing the report, subject to
court approval, Armanino McKenna will be paid a flat rate fee in
the total amount of $9,000, inclusive of expenses, due upon the
completion of the report.

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

                     About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  The Debtor disclosed
$24,858,325 in assets and $78,520,831 in liabilities as of the
Chapter 11 filing.  Chairman Carl E. Berg and related entities own
44.4% of the shares.  ClearBridge Advisors LLC owns 5.5%.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Sabrina L. Streusand at Streusand, Landon &
Ozburn, LLP with respect to bankruptcy matters.  The petition was
signed by Robert Kanode, CEO.

On Aug. 8, 2012, the U.S. Trustee for Region 7 appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Brinkman Portillo Ronk, PC, serves as
its counsel.


VILLAGE AT NIPOMO: Case Transfer OK'd, Joint Administration Denied
------------------------------------------------------------------
The Hon. Alan M. Ahart of the U.S. Bankruptcy Court for the
Central District of California, in a tentative ruling, granted The
Village at Nipomo, LLC's motion for order reassigning the case to
Judge Ahart; and denied the motion for joint administration of the
case with Edwin F. Moore and his spouse Carolyn W. Moore (Case No.
12-15817).

As reported by the Troubled Company Reporter on June 12, 2013,
Illyssa I. Fogel, Esq., at Illyssa I. Fogel & Associates, counsel
to VAN, said the company was formed by Mr. Moore for the purpose
of developing The Village at Nipomo shopping center.  Mr. Moore
was the former managing member and the current reorganization
manager of the Debtor.  He is the holder of a 25 percent
membership interest in VAN.  There is no one who knows more about
the history and operations of VAN than Mr. Moore, who developed
and managed the project that is the primary asset of VAN.
Moreover, the primary creditor of this Debtor, Pacific Western
Bank, is also one of the primary creditors of the Moore estate by
virtue of Mr. Moore's personal guaranty of the Pacific Western
Bank debt on the VAN property.

To properly administer their estate, and to preserve one of the
primary assets of the Moore estate, its interest in VAN, as well
as to preserve the Debtor's primary asset, the shopping center,
the Debtor submits that joint administration of this estate with
the Moore estate is necessary and proper under the circumstances,
and in the best interest of creditors in both cases.

                     About Village at Nipomo

The Village at Nipomo, LLC, operator of a shopping center in Tefft
and Mary Streets, in Nipomo, California, sought Chapter 11
protection (Bankr. C.D. Cal. Case No. 13-13593) on May 28, 2013.

The company sought bankruptcy protection following efforts by
Pacific Western Bank to appoint a receiver for the Debtor's
commercial shopping center known as "The Village at Nipomo".

VAN LLC was formed by Edwin F. Moore, who is currently a member of
the Debtor, holding a 25 percent interest in the company.  Edwin
Moore and Carolyn W. Moore earlier filed a separate Chapter 11
petition (Case No. 12-15817).  The Debtor disclosed $11,802,970 in
assets and $9,645,558 in liabilities as of the Chapter 11 filing.
The Debtor is represented by Illyssa I. Fogel, Esq., at Illyssa I.
Fogel & Associates.


VINTAGE CONDOMINIUMS: No Unsecured Creditors Committee Formed
-------------------------------------------------------------
The United States Trustee advises the U.S. Bankruptcy Court of the
District of Arizona that a committee under 11 U.S.C. Sec. 1102 has
not been appointed in the bankruptcy case of Vintage Condominiums
Development LLC because an insufficient number of persons holding
unsecured claims against the Debtor have expressed interest in
serving on a committee.  The U.S. Trustee reserves the right to
appoint such a committee should interest develop among the
creditors.

                     About Vintage Condominiums

Vintage Condominiums Development LLC, the owner of the Vintage
condominium development in Gilbert, Arizona, filed a petition
for Chapter 11 protection (Bankr. D. Ariz. Case No. 13-08431) on
May 17, 2013, three weeks after the state court appointed a
receiver at the behest of the secured lender.

The Vintage Condominiums complex has 107 units, approximately two
of which have been purchased by third-party buyers and
approximately 105 of which are currently owned by Vintage.

The lender Parkway Bank & Trust Co., owed $12.3 million, had a
receiver appointed after giving notice of default on April 12,
2013.  The Debtor disclosed $12,511,600 in assets and $23,956,587
in liabilities as of the Chapter 11 filing.

Ronald J. Ellett, Esq., at Ellett Law Offices, P.C., serves as
counsel to the Debtor.

Christopher R. Kaup, J. Daryl Dorsey, at Tiffany & Bosco P.A.
represent the creditor Parkway Bank & Trust Company.


VITERA HEALTHCARE: S&P Withdraws 'B' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
the 'B' corporate credit rating, on Tampa, Fla.-based Vitera
Healthcare Solutions LLC at the company's request.


WATERFRONT OFFICE: DG Hyp Opposes Extension of Exclusivity Periods
------------------------------------------------------------------
Deutsche Genossenschafts-Hypothekenbank AG ("DG Hyp") objects to
the motion of Waterfront Office Building, LP, and Summer Office
Building, LP, dated May 28, 2013, seeking an extension of the
Debtors' exclusive period to file and obtain acceptances of a
plan, citing that the Debtors have failed to show that any cause
to extend the exclusive period to solicit votes to their plan.

DG Hyp adds that the Debtors cases are simple single real estate
cases and that it is the only significant creditor.  Further,
according to DG Hyp, because the Debtors' current Plan is a
cramdown plan, the Debtors are unable to comply with Section
1121(c)(3) of the Bankruptcy Code which provides the Debtors' Plan
must be accepted by each class of claims or interests that is
impaired under the Plan.

According to papers filed with the Court, as the largest secured
and unsecured creditor, in order for the Debtors to confirm
their Plan, DG Hyp must accept the Plan proposed by the Debtors.
"The Debtors have not proposed a plan acceptable to DG Hyp and
thus have not proposed a confirmable plan.  Further, the Debtors'
Plan is clearly unconfirmable, not only because DG Hyp would not
vote in favor of the Plan, but because the tax claimants are not
impaired, the tenants are not claimants entitled to vote, and the
general unsecured claims cannot justifiably be treated differently
than DG Hyp's deficiency claim.  Any extension of exclusivity
would simply serve to perpetuate these Chapter 11 cases without
progress."

The objection was submitted by:

     Co-Attorneys for DG Hyp

     John Carberry, Esq.
     CUMMINGS & LOCKWOOD LLC
     Six Landmark Square
     Stamford, CT 06901
     Tel: (203) 327-1700
     Fax: (203) 351-4535
     E-mail: jcarberry@cl-law.com

- and -

     Deborah J. Piazza, Esq.
     TARTER KRINSKY & DROGIN LLP
     1350 Broadway
     New York, NY 10018
     Tel: (212) 216-8000
     Fax: (212) 216-8001
     E-mail: dpiazza@tarterkrinsky.com

                About Waterfront Office Building LP

Waterfront Office Building LP and Summer Office Building LP filed
for Chapter 11 protection (Bankr. D. Conn. Case Nos. 12-52121 and
12-52122) on Nov. 27, 2012.  Judge Alan H.W. Shiff presides over
the case.  Waterfront estimated at least $50 million in assets and
at least $50 million in liabilities.  Summer estimated at least
$10 million in assets and at least $50 million in liabilities.
James Berman, Esq., at Zeisler And Zeisler, P.C., in Bridgeport,
Connecticut, serve as counsel to the Debtors.


WATERFRONT OFFICE: Final Hearing on Use of DG Hyp Cash on July 16
-----------------------------------------------------------------
In a seventh preliminary order dated June 25, 2013, the U.S.
Bankruptcy Court for the District of Connecticut authorized
Waterfront Office Building, LP, and Summer Office Building, LP, to
use the rents generated from the properties which constitute cash
collateral of the Secured Creditor, in accordance with the Budget,
through June 30, 2013, and for monthly regular debt service
payments to the Secured Creditor.

As adequate protection, the Secured Creditor is granted
replacement liens (subject only to the carve-out for amounts
payable by the Debtors under Section 1930(a)(b) of Title 28 of the
United States Code) in all pre-petition and post-petition assets
and proceeds, excluding any bankruptcy avoidance causes of
actions.

As reported in the TCR on Dec. 6, 2012, as of the Petition Date,
Secured Creditor Deutsche Genossenschafts-Hypothekenbank AG ("DG
Hyp") alleges a first priority secured claim against the Debtor's
real estate, including the Debtor's rents to secure a non-recourse
mortgage loan in the face amount of $55,000,000.  The Debtor is a
joint borrower with the affiliated debtor, Summer Office Building,
LP.

A final hearing will be held on July 16, 2013, at 10:00 a.m.

                About Waterfront Office Building LP

Waterfront Office Building LP and Summer Office Building LP filed
for Chapter 11 protection (Bankr. D. Conn. Case Nos. 12-52121 and
12-52122) on Nov. 27, 2012.  Judge Alan H.W. Shiff presides over
the case.  Waterfront estimated at least $50 million in assets and
at least $50 million in liabilities.  Summer estimated at least
$10 million in assets and at least $50 million in liabilities.
James Berman, Esq., at Zeisler And Zeisler, P.C., in Bridgeport,
Connecticut, serve as counsel to the Debtors.


WATERFRONT OFFICE: DG Hyp Objects to Amended Disclosure Statement
-----------------------------------------------------------------
Deutsche Genossenschafts-Hypothekenbank AG ("DG Hyp") objects to
the approval of the Amended Disclosure Statement of Waterfront
Office Building, LP, and Summer Office Building, LP, dated May 28,
2013.  DG Hyp says the amended disclosures fails to contain
adequate information and that creditors and parties-in-interest
are unable to determine value, priority and whether they would be
better off under the Debtor's plan of reorganization or in
liquidation.  Thus, DG Hyp says the Disclosure Statement cannot be
approved.

DG Hyp adds that the Debtor's attempt to correct the deficiencies
in their original disclosure statement failed.  As before,
according to the secured creditor, the amended disclosures also
describe a Plan which is patently unconfirmable as set forth in DG
Hyp's objection to the Debtor's original disclosure statement.

As reported in the TCR on June 4, 2013, DG-Hyp said that
Disclosure Statement failed to provide basic information about the
properties and the Debtors, including an appraisal, projections of
future income, a showing of ability to meet plan commitments, a
financial disclosure from the Debtors' principals, or the source
and application of the Debtor's $5,000,000 cash infusion.

According to the original disclosure statement, the Plan dated
March 27, 2013, provides that the Holders of Allowed Secured Tax
Claims (Class 1) will receive (a) deferred cash payments over a
period not to exceed five years from the Petition Date.

The Allowed DG-Hyp Secured Claims (Class 2 -- $55,672,222) will
receive, with respect to the DG-Hyp Secured Claims: (i) title to
the real property owned by Summer and any security deposits paid
by Summer's tenants not previously returned to any such tenants;
(ii) approximately $3,500,000 representing the Debtors' reserves
held under the Prepetition Date loan documents between DG-Hyp and
the Debtors and cash collateral order.

The Allowed DG-Hyp General Unsecured Claim (Class 3 --
$16,500,000) will receive payments equal to 3 percent of any such
Claim from the Reorganized Debtor in four equal quarterly cash
payments.

Each Holder of an Allowed General Unsecured Claim (Class 4 --
$350,000) will receive payments equal to 80 percent of its Allowed
Claim, in equal quarterly payments of five percent of its claim.

Each Holder of a Tenant Claim (Class 5 -- $600,000) will be paid
in full, plus interest at the case interest rate, the amount of a
tenant claim within twelve months that it would otherwise be due
under the tenant's lease with Waterfront.

The Holders of Interests (Class 6) will be permitted to retain
their interests; provided, however, that they contribute five
million dollars ($5,000,000) in total to the Reorganized Debtor on
the Effective Date.

Plan payments will be made from: (a) the cash of the Reorganized
Debtor on hand as of the Effective Date; (b) cash arising from the
operation, ownership, maintenance, or sale of the assets owned and
managed by the Debtors; and (c) any cash generated or received by
the Reorganized Debtor after the Effective Date from any other
source, including the $5,000,000 to be contributed by the holders
of the interest to be issued on the Effective Date under the Plan.

                About Waterfront Office Building LP

Waterfront Office Building LP and Summer Office Building LP filed
for Chapter 11 protection (Bankr. D. Conn. Case Nos. 12-52121 and
12-52122) on Nov. 27, 2012.  Judge Alan H.W. Shiff presides over
the case.  Waterfront estimated at least $50 million in assets and
at least $50 million in liabilities.  Summer estimated at least
$10 million in assets and at least $50 million in liabilities.
James Berman, Esq., at Zeisler And Zeisler, P.C., in Bridgeport,
Connecticut, serve as counsel to the Debtors.


WOONSOCKET, RI: Fitch Affirms 'B' Rating on $115MM GO Bonds Rating
------------------------------------------------------------------
Fitch Ratings has taken the following action on the City of
Woonsocket RI's (the city) outstanding general obligation (GO)
bonds:

-- $115 million GO bonds affirmed at 'B'.

The Rating Outlook has been revised to Stable from Negative.

Security

The bonds are general obligations of the city and are backed by
its full faith and credit and unlimited taxing power.

Key Rating Drivers

PROGRESS IN IMPLEMENTING FISCAL STABILIZATION INITIATIVES: The
revision in the Outlook to Stable from Negative reflects progress
in implementing key objectives in a five-year deficit reduction
plan including labor concessions and a supplemental tax levy
approved by the state legislature.

CITY BENEFITS FROM STATE OVERSIGHT: Fitch views state oversight of
the city via the Budget Commission (the commission) positively,
though an indication of the severity of the city's fiscal
problems. The commission's support in restructuring city finances
and stabilizing liquidity will continue to be key to the city's
fiscal recovery.

CONTINUED FINANCIAL CONSTRAINTS; LIQUIDITY CONCERNS: The low 'B'
rating reflects the city's continued fiscal pressure driven by a
weak economy, prior exposure to school deficits with minimal
budget control, the state-wide property tax cap, and underfunding
of retiree obligations. Liquidity remains an issue, although in
the near term, has been addressed through another advance of state
aid.

WEAK EMPLOYMENT AND DEMOGRAPHICS: City demographics are weak with
high unemployment levels, low income levels, and declining
population.

HIGH DEBT AND RETIREE COSTS: Debt levels are above average and
total carrying costs for pensions, OPEB pay-go, and debt service
are high.

Rating Sensitivities

LIQUIDITY STABILIZATION: The demonstrated ability of the city to
adequately address cash flow needs, with decreased reliance on
state aid advances, would lessen Fitch's concerns about stressed
liquidity.

ABILITY TO ADDRESS CUMULATIVE OPERATING DEFICITS: The ability to
address school and city accumulated operating deficits adequately
as planned would lead to a rating upgrade.

CREDIT PROFILE

Woonsocket is located 15 miles outside of Providence. The city's
population of 41,000 in 2012 has declined by about 5% since 2000.

MULTI-YEAR DEFICIT REDUCTION PLAN ESSENTIALLY ON TRACK

The city developed a five-year plan to reduce and ultimately
eliminate projected cumulative school and city operating deficits
by fiscal year 2017. Major components of the plan were reliant on
state legislative approval, including city pension-related
legislation that lengthened the pension plan's amortization
schedule (approved earlier this month), and a supplemental tax
bill expected to yield an estimated $2.5 million in additional
annual revenue (about 2% of fiscal 2012 general fund revenue). The
supplemental tax bill was also approved but amended to be
conditional on the achievement of $3.75 million in savings related
to union concessions and retiree savings. The city is currently
projecting $4.7 million in such savings, representing 6.5% of
fiscal 2012 expenditures and transfers out.

The deficit reduction plan assumed employee and retiree health
care savings, some of which related to union contract revisions
that needed to be negotiated. As a back-up in case concessions
were not received, the commission enacted these revisions by
resolution for the six (out of a total of seven) municipal unions
whose contracts expired on July 1, 2013. Concessions were
ultimately gained from five of the seven municipal unions.
Negotiations continue with the police and fire fighter unions, and
a legal challenge to the commission's attempt to implement retiree
savings via resolution has been filed by a small police department
retiree group.

The plan also assumed increased savings from departmental
reorganization and consolidation and increased charges for trash
collections. The plan's estimated state aid levels were based on
the governor's proposed fiscal 2014 budget plan. The final state
budget featured lower state aid revenues than projected in the
deficit reduction plan, which contributed to a larger fiscal year
2014 cumulative operating deficit than originally estimated in the
deficit reduction plan.

Current budget estimates appear reasonable and, assuming
implementation of the city's five-year deficit reduction plan
excluding savings associated with the fire fighter union
concessions, indicate a fiscal year 2013 cumulative city and
school fund deficit of approximately $8.2 million, or 6% of
expenditures. The cumulative deficit declines to $7.1 million in
fiscal year 2014 and, under full implementation of the plan,
operations would yield a positive position by fiscal year 2017.
Final deficit figures, however, will depend on actual revenue and
expenditure performance, the outcome of remaining negotiations
with the fire fighter union, and any potential impact from legal
challenges.

SECOND YEAR OF STATE AID ADVANCE

Preliminary combined city and school cash flows absent the impact
of any of the deficit reduction plan initiatives or the state aid
advance indicated a positive monthly ending cash balance from June
2013 through August 2013. The city's cash position benefitted
highly from a prepayment by CVS Corporation in June of its $2.8
million fiscal year 2014 property tax bill. CVS is the city's
largest taxpayer. In addition, the city slowed payments on vendor
obligations but expects to catch up with overdue payments (about
$7 million) by August 2013. Even with these provisions, the city
still needed the state aid advance by early July to cover a mid-
July deficit following the city's $4.7 million debt service
payment due on the 15th. The debt service payment was actually
made earlier, on July 8th.

Based on the preliminary cash flows, monthly ending cash balances
are positive through April 2014 following the state aid advance,
but the projected fiscal year end June 30, 2014 balance shows a
cash deficit estimated at $8 million. Fitch expects that the final
cash balance figure will likely improve from the $8 million
deficit projection, reflecting the impact of the deficit reduction
plan components that have been successfully implemented and the
supplemental tax levy. Even with deficit reduction measures and
the supplemental tax levy in place, the city may require some
additional liquidity support, with options available to the city
including issuance of tax anticipation notes, payment deferrals,
advanced state aid or tax payments.

FISCAL YEARS 2011 AND 2012 PLAGUED BY SCHOOL FUND DEFICITS

Following significant cuts in state aid and a weak economy,
Woonsocket has been hurt over the last three years by overspending
by school department officials. The city's budget, as in all Rhode
Island communities, is generally exposed to school budget deficits
with little control over school budget adoption. School
expenditure needs have driven increased overall spending leading
to growing operating deficits. While the general fund ended fiscal
year 2011 positively (unrestricted fund balance of $2.4 million or
3.1% of general fund spending) after prior year deficits, the
unrestricted school fund balance was a negative $3 million (4.6%
of school fund spending).

City and school officials labored to compile accurate fiscal year
2012 cash flow and expenditure information for the school fund,
which again ended the year in a deficit position. The fiscal year
2012 school fund unrestricted deficit balance totaled $9.8 million
(14.2% of spending). The general fund unrestricted balance was
positive at $2.6 million or 3.7% of spending.

LONGER-TERM FINANCIAL CHALLENGES

Fitch has been concerned about the ability of the city and school
department to implement changes that will meaningfully improve
financial stability given that prior efforts have not always
yielded intended results. However, Fitch believes commission
oversight, recent closer integration of city and school
operations, and a developed and largely implemented deficit
reduction plan could lead to more effective fiscal management.

The city's revenue raising flexibility is limited due to statutory
annual tax cap levy of 4% over the prior year's levy. The city was
able to exceed the tax cap limit in fiscal year 2011 with approval
by 4/5ths of city council to make up for cuts in state aid
revenues.

WEAK SOCIOECONOMIC INDICATORS

The city's unemployment rate continues to be elevated at 11.4% for
May 2013, as compared to 9.2% for the state and 7.3% for the
nation. Employment was flat in 2012 after prior year declines, but
May year over year figures show growth of 1.4%. Between 2000 and
2012, the city's population declined by about 5%, while the
state's increased by less than 1% and the nation's grew by about
11.5%.

Woonsocket benefits from the presence of CVS Caremark Corporation,
which maintains its headquarters in the city. CVS is the city's
largest employer, with about 3,000 workers, and the largest
taxpayer (4% of taxable assessed value). Median household income
of $39,329 and per capita money income of $21,316 are below
average at 70% and 72% of state averages, respectively.

HIGH DEBT RATIOS AND UNDER-FUNDED PENSIONS

Overall debt ratios are generally high, net of debt service
reimbursements on the city's public school revenue bonds issued by
the Rhode Island Health and Education Building Corporation, with
debt to market value at 5.6% and debt per capita more mid-range at
$3,053. Annual debt service as a percentage of operational
spending was a high 14% in fiscal year 2012.

The city administered police and fire pension plan is funded at a
low 57%, assuming a 7.5% rate of return, with an unfunded
liability of $43 million at July 1, 2012 or 2% of market value.
The 2012 funded ratio declines to 54% using a Fitch-adjusted 7%
rate of return estimate. The city has historically underfunded the
actuarially required contribution (ARC) for the city administered
pension plan. Funding in fiscal years 2012 and 2011 represented
28% and 36% of the ARC in those years, respectively. Total pension
ARC, OPEB pay-go and debt service payments were high at 26% of
fiscal year 2012 operational spending.


WORLD IMPORTS: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: World Imports South, LLC
        11000 Roosevelt Boulevard
        Philadelphia, PA 19116

Bankruptcy Case No.: 13-15933

Chapter 11 Petition Date: July 3, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Stephen Raslavich

Debtors? Counsel: John E. Kaskey, Esq.
                  BRAVERMAN KASKEY, P.C.
                  1650 Market Street, 56th Floor
                  Philadelphia, PA 19103
                  Tel: (215) 575-3910
                  E-mail: Jkaskey@braverlaw.com

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

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

Affiliates that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
World Imports, Ltd.                     13-15929
11000 LLC                               13-15934
World Imports Chicago, LLC              13-15935

The Affiliates did not file their list of creditors together with
their petitions.

The petitions were signed by Marc Luber, managing member.


WOUND MANAGEMENT: Inks Distributor Agreement with Academy Medical
-----------------------------------------------------------------
Wound Care Innovations, LLC, a wholly owned subsidiary of Wound
Management Technologies, Inc., entered into a Manufacturer
Exclusive Distributor Agreement with Academy Medical, LLC.  Under
the Agreement, Academy is being appointed as the exclusive
distributor for certain products in the CellerateRX line to
military hospitals, VA hospitals, and certain other facilities
operated by the U.S. Departments of Defense and Veterans Affairs.
In order to guarantee continuation of the Agreement beyond the
first year of the initial five-year term, Academy is obligated to
reach certain purchase milestones.  A copy of the Distributor
Agreement is available for free at http://is.gd/WOWtwU

                       About Wound Management

Fort Worth, Texas-based Wound Management Technologies, Inc.,
markets and sells the patented CellerateRX(R) product in the
expanding advanced wound care market; particularly with respect to
diabetic wound applications.

Wound Management disclosed a net loss of $1.84 million on $1.17
million of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $12.74 million on $2.21 million of revenue
during the prior year.  The Company's balance sheet at March 31,
2013, showed $1.61 million in total assets, $6.09 million in total
liabilities and a $4.47 million total stockholders' deficit.

Pritchett, Siler & Hardy, P.C., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has incurred substantial losses
and has a working capital deficit which factors raise substantial
doubt about the ability of the Company to continue as a going
concern.


XTREME IRON: Mitchell Law Firm Withdraws as Bankruptcy Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized The Mitchell Law Firm, L.P., to withdraw as counsel for
Xtreme Iron Holdings, LLC.

The firm is discharged as counsel of record for the Debtor.

Xtreme Iron Holdings, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Tex. Case No. 12-33832) in Dallas on June 13, 2012.
Lake Dallas-based Xtreme Iron Holdings estimated assets and
liabilities of $10 million to $50 million.

Xtreme Iron Holdings is the holding company for Xtreme Iron LLC --
http://www.xtreme-iron.com-- which claims to own one of the
largest heavy equipment rental fleets in the state of Texas.
Their fleet is comprised of late model, low hour Caterpillar and
John Deere equipment.  Holdings said an estimated 90% of the
business assets are located in North Texas counties.

Xtreme Iron Hickory Creek LLC filed its own petition (Bankr. E.D.
Tex. Case No. 12-41750) on June 29, listing under $1 million in
both assets and debts.

Xtreme Iron LLC commenced Chapter 11 proceedings (Bankr. N.D. Tex.
Case No. 12-34540) almost a month later, on July 11, estimating
assets and debts of $10 million to $50 million.

Judge Harlin DeWayne Hale oversees the Chapter 11 cases of
Holdings and Iron LLC.  Gregory Wayne Mitchell, Esq., at The
Mitchell Law Firm, L.P., serves as bankruptcy counsel to all three
Debtors.

On Sept. 14, 2012, Areya Holder was appointed Chapter 11 Trustee
of the estates of Xtreme Iron Holdings, LLC, and Xtreme Iron, LLC.
Gardere Wynne Sewell LLP serves as counsel for Areya Holder.

Beta Capital LLC, a creditor, has asked the Bankruptcy Court in
Dallas to transfer the venue of Holdings' Chapter 11 case to the
Bankruptcy Court for the Eastern District of Texas, saying the
company's domicile, residence, principal place of business, and
the location of its principal assets are all in the Eastern
District; and venue is not proper in the Northern District of
Texas.


XZERES CORP: Buys Southwest Windpower's Skystream Product Line
--------------------------------------------------------------
Xzeres Corp. entered into a Secured Creditor Asset Purchase
Agreement Private UCC Sale with Silicon Valley Bank, and Southwest
Windpower, Inc., whereby Xzeres acquired certain assets which had
been the collateral for SVB's secured loans to Southwest
Windpower, which loans were in default.  The assets include all
rights to Southwest Windpower's Skystream product, including its
current and next-generation designs, related intellectual
property, manufacturing tooling, production line and testing
equipment, and inventory including finished goods.  The Company
paid SVB $654,321 for those assets and also agreed to assume
certain liabilities consisting primarily of storage fees owed to
third parties in possession of some of the collateral.  The
Company anticipates that those liabilities will total
approximately $80,000.  The Company did not assume any warranty
obligations for Southwest Windpower units installed in the field.
Financing for this transaction was provided by the Company's
existing senior secured lender, Renewable Power Resources, under
the Company's existing credit facility.

Southwest Windpower is widely known in the wind power industry for
its leading-edge design, performance, manufacturing and global
distribution of small wind systems.  Since Southwest Windpower
introduced the Skystream product line in 2008, more than 8,000
units have been installed worldwide, making Skystream the world's
highest volume small wind turbine to date.

Skystream addresses residential and rural markets, including off-
grid applications such as remote cell phone towers and remote
micro-grid applications.  Skystream has been trademarked and
certified in key global markets, with a strong installation
presence in the U.S., Europe and Southeast Asia.  It is the first
turbine to be certified with the UL (Underwriters Laboratories)
6142 Standard for Small Turbines, which indicates the product
complies with safety standards required by certain states.

The manufacturing assets acquired by XZERES include tooling and
fixtures, production line and testing equipment.  The IP portfolio
includes five issued patents, plus five patents pending in the
U.S. and internationally, including those covering the next-
generation design of a larger Skystream wind turbine.  While
XZERES will not be extending warranty coverage to existing
Skystream customers, the company plans to provide support and
maintenance services along with preferred customer upgrade
options.

"Southwest Windpower had been a dominant industry leader for sub-
five kilowatt turbines, particularly with its iconic Skystream
brand," said Frank Greco, CEO of XZERES.  "The acquisition of
these assets and supporting IP perfectly complements our existing
world-class 10kW system, as we continue to build XZERES into a
global renewable energy company."

"Southwest Windpower's significant investment of years and dollars
perfecting Skystream and certifying the product in major global
markets provides for an acquisition that places XZERES well ahead
in terms of what we can now offer our expanding customer base,"
continued Greco.  "We have a high appreciation for the loyal
Skystream customers who have made Skystream the world's most
popular small wind turbine.  So, we're pleased to be able to
finally provide them long-overdue support and maintenance
services, as well as special upgrade options."

Transaction funding support was provided by Renewable Power
Resources.  According to Greco: "Our ability to capitalize on this
opportunity further demonstrates the significant commitment of our
financing partner, Renewable Power Resources.  Their dedication
and vision toward building XZERES into a major global renewable
energy company is impressive and a significant benefit to all
stakeholders."

A copy of the Asset Purchase Agreement is available at:

                        http://is.gd/nEOT0X

                         About XZERES Corp.

Headquartered in Wilsonville, Oregon, XZERES Corp. designs,
develops, and markets distributed generation, wind power systems
for the small wind (2.5kW-100kW) market as well as power
management solutions.

As reported by the Troubled Company Reporter on July 3, 2012,
Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed
substantial doubt about XZERES' ability to continue as a going
concern, following its audit of the Company's financial position
and results of operations for the fiscal year ended Feb. 29, 2012.
The independent auditors noted that the Company has incurred
losses from operations, has negative working capital, and is in
need of additional capital to grow its operations so that it can
become profitable.

The Company's balance sheet at Nov. 30, 2012, showed $4.11 million
in total assets, $5.13 million in total liabilities and a
$1.02 million total stockholders' deficit.


* Moody's Notes Improved Covenant Quality in June 2013
------------------------------------------------------
While Moody's North American Covenant Quality Index weakened again
in June, on a single-month basis, June showed a marked
improvement, with the average covenant quality score at 3.73,
compared with 3.99 in May, the rating agency says in a new report,
"Bond Covenant Quality Improves in June." The index, which uses a
three-month rolling average, ended June at 3.94, compared with
3.90 in May.

Moody's measures covenant quality on a five-point scale, with 1.0
denoting the strongest investor protections and 5.0, the weakest.

"June was characterized by substantially lower bond issuance due
to concerns about increasing interest rates. Those issuers that
went to market may have had to offer better terms to suddenly more
discriminating investors, which was especially evident in lower-
rated bonds, or those rated below Ba," says Moody's Head of
Covenant Research, Alexander Dill. The June score is the third-
best monthly score during the past 12 months, Dill noted.

Bonds rated Caa or Ca at issuance had an average covenant quality
score of 3.59 in June, much better than 3.92 in May and 3.69 in
April, Dill says. And those rated single B had an average score of
3.72 in June, compared with 3.92 in May.

In addition, bonds rated Ba, which typically have weaker covenant
packages, comprised only 21% of high-yield bonds issued in June,
the same as May's percentage and well below April's record high of
41%. Moreover, Ba rated bonds had an average covenant quality of
3.91 in June, compared with 4.27 in May, lending further support
to overall covenant quality.

Among bonds, those from Rite Aid Corporation, at 2.04, and
Quicksilver Resources Inc.'s second-lien notes, at 3.04, offered
the most protective full high-yield covenant packages last month.
Bonds from Transdigm Inc., at 4.50, SemGroup Corporation, at 4.27,
and Quicksilver Resources' unsecured notes, at 4.03, offered the
least protection.

A relatively low percentage of high-yield-lite issuance also
helped last month's covenant quality number. High-yield-lite bonds
lack a debt incurrence and/or a restricted payments covenant, and
automatically receive Moody's weakest possible score of 5.0. High-
yield-lite packages represented only 10.5% of new issues in June,
well below 20.5% in May and 22.2% in April.


* U.S. Foreclosure Activity Down 14% in June, RealtyTrac Says
-------------------------------------------------------------
RealtyTrac(R) on July 11 released its Midyear 2013 U.S.
Foreclosure Market Report(TM), which shows a total of 801,359 U.S.
properties with foreclosure filings -- default notices, scheduled
auctions and bank repossessions -- in the first half of 2013, a 19
percent decrease from the previous six months and down 23 percent
from the first half of 2012.  The report also shows that 0.61
percent of all U.S. housing units (one in 164) had at least one
foreclosure filing in the first six months of the year.

High-level findings from the report:

        --  A total of 127,790 U.S. properties had foreclosure
filings in June, down 14 percent from the previous month and down
35 percent from a year ago to the lowest monthly level since
December 2006 -- a six and a half year low.

        --  U.S. foreclosure starts in June dropped 21 percent
from the previous month and were down 45 percent from a year ago
to the lowest monthly level since December 2005 -- a seven and a
half year low.  Year to date through June, 409,491 foreclosure
starts have been filed nationwide, on pace to reach more than
800,000 for the year, which would be down from 1.1 million
foreclosure starts in 2012.

        --  Foreclosure starts in June decreased from the previous
month in 38 states, including Nevada (down 84 percent), Colorado
(down 62 percent), New Jersey (down 40 percent), Illinois (down 39
percent) and Florida (down 26 percent).

        --  Bank repossessions (REO) in June decreased 9 percent
from the previous month and were down 35 percent from a year ago.
Year to date through June, a total of 248,538 bank repossessions
have occurred nationwide, on pace for nearly 500,000 for the year,
which would be down from more than 671,000 in 2012.


        --  Bank repossessions in June decreased from a year ago
in 34 states, but there were some notable exceptions where bank
repossessions were up from a year ago, including Arkansas (up 143
percent), Oklahoma (up 103 percent), Maryland (up 74 percent),
Washington (up 71 percent), New Jersey (up 33 percent), and New
York (up 21 percent).

        --  Judicial foreclosure auctions (NFS) were scheduled for
28,296 U.S. properties in June, up less than 1 percent from May
but up 34 percent from June 2012. States with substantial annual
increases in scheduled judicial foreclosure auctions included New
Jersey (up 103 percent), Florida (up 100 percent), Maryland (up 94
percent), New York (up 66 percent), and Illinois (up 65 percent to
a 35-month high).

        --  Florida, Nevada, Illinois, Ohio and Georgia posted the
top five state foreclosure rates for the first half of the year,
while five Florida cities posted the top five metro foreclosure
rates: Miami, Orlando, Jacksonville, Ocala, and Tampa.

"Halfway through 2013 it is becoming increasingly evident that
while foreclosures are no longer a problem nationally they
continue to be a thorn in the side of several state and local
markets, particularly where a backlog of delayed distress has
built up thanks to a lengthy foreclosure process," said Daren
Blomquist, vice president at RealtyTrac.  "The increases in
judicial foreclosure auctions demonstrate that these delayed
foreclosure cases are now being moved more quickly through to
foreclosure completion. Given the rising home prices in most of
these markets, it is an opportune time for lenders to dispose of
these distressed properties, either at the foreclosure auction to
a third-party buyer, or by repossessing the property at the
auction and subsequently selling it as a bank-owned home."

Local broker quotes from the RealtyTrac Network

        --  "The increase in bank repossessions in Oklahoma is due
to a release of 'zombie foreclosures,' or homes where the
foreclosure process has not been completed by the bank for a
variety of reasons," said Sheldon Detrick, CEO of Prudential
Alliance Realty in Oklahoma City and Prudential Detrick Realty in
Tulsa, Okla.  "This is the tail end of a long process.  We are
actually seeing fewer foreclosure housing listings than we've had
in six years.  That trend will likely continue and we will see a
dramatic drop in foreclosures in the area moving forward."

        --  "The drop in foreclosure starts in Reno is not
surprising since NODs were at a 20-month high last month," said
Craig King, COO at Chase International brokerage, which covers the
Reno and Lake Tahoe markets.  "New laws were passed in this year's
session of the Nevada legislature affecting homeowner's rights and
distressed property.  Lenders, Realtors, and attorneys are working
to sort out these new laws, whichcould take some time.


            "There will be a long tail on the distressed property
market for several more years as there are a huge number of Nevada
mortgages still underwater, but the NOD and scheduled foreclosure
auction numbers have come down very substantially and will stay
down from the highs," Mr. King continued.  "The distressed market
is a fraction of what it was at the peak, and the majority of
agents have shifted their focus to the equity market."

        --  "The New York market is continuing to have increased
sales over last year," said Emmett Laffey, CEO of Laffey Fine
Homes International, covering the five boroughs of New York City
and Long Island.  "Even as the pending foreclosures begin to hit
the market, sales most certainly will continue to be brisk due to
the aggressive pricing on foreclosures.  Furthermore, with
mortgage rates on the rise over the last few weeks buyers will be
anxious to buy and lock in their mortgage rate before they go even
higher."

        --  "All indications point to the fact that the Nashville
metro area has passed its peak in the foreclosure market, closely
resembling the 2005 to 2006 sustainable rate of absorption," said
Bob Parks, CEO of Bob Parks Realty in Nashville, Tenn. "The area
does still have a substantial amount of shadow inventory that will
hit the market at some point; however, these properties will be
quickly absorbed by individual buyers returning to the area. We
are seeing home prices continue to recover in the Nashville metro
area and the market has showed continual gains over the past two
years."

Florida, Nevada, Illinois post top state foreclosure rates in
first half of 2013 Florida posted the nation's highest state
foreclosure rate in the first half of the year: 1.74 percent of
housing units with a foreclosure filing (one in every 58) during
the six-month period -- nearly three times the national average.
A total of 155,264 Florida properties had a foreclosure filing in
the first six months of the year, the most of any state and up 12
percent from a year ago.  In June Florida foreclosure starts (LIS)
decreased 23 percent from a year ago but scheduled foreclosure
auctions increased 100 percent and bank repossessions increased 14
percent during the same time period.

Despite a 58 percent month-over-month drop in foreclosure activity
in June, Nevada posted the nation's second highest foreclosure
rate in the first half of 2013: 1.40 percent of housing units with
a foreclosure filing (one in every 71) during the six-month
period.  A total of 16,291 Nevada properties had a foreclosure
filing in the first half of 2013, up 12 percent from the previous
six months but down 21 percent from a year ago.  New state
legislation (AB 300) that changes the foreclosure process in
Nevada took effect in June.

Illinois foreclosure activity in the first half of 2013 decreased
from the previous six months and a year ago, but the state still
posted the nation's third highest foreclosure rate: 1.20 percent
of housing units with a foreclosure filing (one in 83) during the
six-month period.  In June Illinois foreclosure starts (LIS)
decreased 68 percent from a year ago and bank repossessions were
down 49 percent from a year ago, but scheduled foreclosure
auctions increased 65 percent during the same time period to the
highest monthly level since July 2010.

Ohio foreclosure activity in the first half of 2013 increased 2
percent from a year ago, helping the state post the nation's
fourth highest foreclosure rate: 0.96 percent of housing units
with a foreclosure filing (one in every 104).  Georgia posted the
nation's fifth highest state foreclosure rate during the first
half of the year: 0.86 percent of housing units with a foreclosure
filing (one in every 117) despite a 47 percent year-over-year drop
in foreclosure activity.

Other states with foreclosure rates among the 10 highest in the
first six months of 2013 were Arizona (0.81 percent of housing
units with a foreclosure filing), South Carolina (0.80 percent),
Maryland (0.80 percent), Washington (0.78 percent), and Indiana
(0.66 percent).

Florida accounts for top five metro foreclosure rates, 12 of top
20

Miami posted the highest foreclosure rate in the first half of
2013 among metropolitan statistical areas with a population of
200,000 or more: 2.35 percent of housing units with a foreclosure
filing (one in every 43) during the six-month period -- nearly
four times the national average.

Four other Florida cities joined Miami to round out the top five
metro foreclosure rates in the first half of 2013: Orlando at No.
2 (1.94 percent of housing units with a foreclosure filing);
Jacksonville at No. 3 (1.91 percent); Ocala at No. 4 (1.85
percent); and Tampa at No. 5 (1.74 percent).  Florida cities
accounted for a total of 12 of the top 20 metro foreclosure rates.

Metros outside of Florida with foreclosure rates in the 20 highest
nationwide were Rockford, Ill., at No. 6 (1.73 percent of housing
units with a foreclosure filing); Las Vegas at No. 8 (1.59
percent); Chicago at No. 9 (1.52 percent); Akron, Ohio at No. 12
(1.32 percent); Columbus, Ohio at No. 14 (1.22 percent); Stockton,
Calif., at No. 17 (1.16 percent); Atlanta at No. 18 (1.11
percent); and Cleveland at No. 19 (1.09 percent).

Foreclosure process lengthens nationwide, U.S. properties
foreclosed in the second quarter of 2013 were in the foreclosure
process an average of 526 days from the initial public foreclosure
notice to the completed foreclosure, up 10 percent from 477 days
in the first quarter.

The average time to foreclose was 1,033 days in both New York and
New Jersey -- the longest among the states. New York's timeline
was down 2 percent from the previous quarter while New Jersey's
timeline increased 3 percent.  Other states with the longest
average foreclosure timelines were Florida (907 days), Hawaii (824
days) and Illinois (817 days).

The average time to foreclose was 184 days in Virginia, the
shortest of any state.  Other states with average foreclosure
timelines below the national average included Texas (209 days),
Minnesota (239 days), Georgia (240 days), and Arizona (255 days).

                      About RealtyTrac Inc.

RealtyTrac -- http://www.realtytrac.com-- is a supplier of U.S.
real estate data, with more than 1.5 million active default,
foreclosure auction and bank-owned properties, and more than 1
million active for-sale listings on its website, which also
provides essential housing information for more than 100 million
homes nationwide.  This information includes property
characteristics, tax assessor records, bankruptcy status and sales
history, along with 20 categories of key housing-related facts
provided by RealtyTrac's wholly-owned subsidiary, Homefacts(R).
RealtyTrac's foreclosure reports and other housing data are relied
on by the Federal Reserve, U.S. Treasury Department, HUD, numerous
state housing and banking departments, investment funds as well as
millions of real estate professionals and consumers, to help
evaluate housing trends and make informed decisions about real
estate.


* Former Judge Raymond T. Lyons Joins Fox Rothschild
----------------------------------------------------
Fox Rothschild LLP is honored to welcome retired U.S. Bankruptcy
Judge for the District of New Jersey Raymond T. Lyons, who joins
the firm as counsel in the Princeton office effective July 1.

"Judge Lyons is recognized and renowned for his significant and
breakthrough mediation work in bankruptcy cases. His steadfast
dedication to helping effect amicable resolutions in highly
complex cases is lauded by both the business community and the
bankruptcy bar," said Douglas J. Zeltt, managing partner of the
firm's Princeton office.  "We are truly honored to have him join
our team and provide his strategic insight in bankruptcy mediation
to the benefit of Fox clients."

With more than a decade of judicial service, Lyons is highly
regarded for his mediation services in bankruptcy and financial
restructuring cases before the U.S. Bankruptcy Court in the
District of Delaware. At Fox, Lyons will devote his efforts to
assisting clients in mediation and alternative dispute resolution.

Among his most well-known and significant mediations is the
Chapter 11 case filed by bank holding company Washington Mutual,
Inc. following the largest bank failure in history. The mediation,
which was covered by major news outlets across the country, led to
a bankruptcy exit plan valued at $7 billion and spawned mediation
with additional groups of claimants. Lyons was lauded in the
official court transcript for his dedication and commitment to
effecting an agreeable resolution to the benefit of all parties
involved in the matter.

Prior to his appointment to the bench in 1999, Lyons spearheaded
the bankruptcy department of a major New Jersey law firm,
primarily representing secured lenders and other creditors in
corporate Chapter 11 cases. During the economic downturn and
banking crisis of the late 1980s and early 1990s, he represented
the Resolution Trust Corporation and the Federal Deposit Insurance
Corporation (FDIC) in bankruptcy matters and commercial
litigation.

An active participant in bar activities, Lyons is former chair of
the New Jersey State Bar Association Pro Bono Services Committee.

In 1999, he received the New Jersey State Bar Association's
Legislative Services Award for his work in spearheading the
passage of a law providing counsel to indigent children and
parents in guardianship and parental rights proceedings.  In 1997,
he was recognized by Legal Services of New Jersey with the Equal
Justice Award for his role as chair of the NJSBA Bankruptcy Law
Section's Pro Bono Bankruptcy Committee.

Lyons was also an adjunct professor at his alma mater, Seton Hall
University School of Law, for a significant period of time,
teaching courses on banking law and legal writing.

Lyons received his LL.M. in Taxation from New York University
School of Law in 1981, his J.D. from Seton Hall University School
of Law in 1973 and his B.A. in Mathematics from Lehigh University
in 1970.

Fox Rothschild LLP -- http://www.foxrothschild.com/-- is a full-
service law firm built to serve business leaders. Over the past
100 years, we have grown to more than 550 lawyers in 19 offices
coast to coast. Our clients come to us because we understand their
issues, their priorities and the way they think. We help clients
manage risk and make better decisions by offering practical,
innovative advice.


* BOOK REVIEW: The Luckiest Guy in the World
--------------------------------------------
Author:  Boone Pickens
Publisher: Beard Books
Paperback: US$34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at:
http://is.gd/98dVRC

"This is the story of a man who turned a $2,500 investment into
America's largest independent oil company in thirty years and
along the way discovered that something is terribly wrong with
corporate America.  Mesa Petroleum is the company, and I'm the
man."  Thus begins the autobiography of Boone Pickens, who
prefers to be referred to without his first initial, "T."

Mr. Pickens' autobiography was originally published in 1987, at
the end of the rollercoaster years when he was one of the most
famous (or infamous, depending on your point of view) and most-
feared corporate raiders during a decade known for corporate
raiding.  For the 2000 Beard Books edition, Pickens wrote an
additional five chapters about the subsequent, equally
tumultuous, 13 years, during which time he suffered corporate
raiders of his own, recapitalized, and retired, only to see his
beloved company merge with Pioneer.  One of his few laments is
being remembered mainly for the high-profile years, rather than
for the company he built from virtually nothing.

Of the takeover attempts, he says:

"I saw undervalued assets in the public marketplace.  My game
plan with Gul, Phillips, and Unocal wasn't to take on Big Oil.
Hell, that wasn't my role. My role was to make money for the
stockholders of Mesa.  I just saw that Big Oil's management had
done a lousy job for their stockholders."

He would prefer to be known as a champion of the shareholder
rights movement, which prompted big corporations to become more
responsive to the needs and demands of their stockholders.  He
founded the United Shareholders Association, a group that
successfully lobbied for changes in corporate governance.  In a
memorable interview in the May/June 1986 Harvard Business
Review, Pickens said, "Cheif executives, who themselves own few
shares of their companies, have no more feeling for the average
stockholder than they do for baboons in Africa."

Boone Pickens was born in 1928 in Holdenville, Oklahoma.  His
grandfather was Methodist missionary to the Indians there; his
father was a lawyer and small player in the oil business.
People in Holdenville worked hard and used such expressions as
"Root hog or die," meaning "Get in and compete or fail."

The family later moved to Amarillo, Texas, where Pickens went to
Texas A&M for one year, but graduated from Oklahoma State
University in 1951 with a degree in geology.  He worked at
Phillips Petroleum for three years, and then, despite growing
family obligations, struck out on his own.  His wife's uncle
told him, "Boone, you don't have a chance.  You don't know
anything."

This book is a wonderful read.  Pickens pulls no punches, and is
as hard on himself as anyone else.  He talks about proxy fights,
Texas-Oklahoma football games, his three marriages, poker,
takeover strategies, and unfair duck hunting practices, all in
the same easy tone.  You feel like he's sitting right there in
the room with you.

Pickens ends the introduction to this story with this:

"How I got from a little town in Eastern Oklahoma to the towers
of Wall Street is an exciting, unlikely, sometimes painful
story.  And, if you're young and restless, I'm hoping you'll
make a journey similar to mine."

Root hog or die!



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez,
Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl
Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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