TCR_Public/130715.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, July 15, 2013, Vol. 17, No. 194

                            Headlines

250 AZ: Hiring David Knapper as Special Counsel
250 AZ: Wants to Add 2 TIC Entities as Members
250 AZ: Taps Robert Rubin as Ohio Counsel
900 LINDEN BLOCK: Voluntary Chapter 11 Case Summary
ACTIVECARE INC: Intends to Remove "Going Concern" by 2014

AEMETIS INC: CEO Held 18% Equity Stake at April 18
AFFYMAX INC: BlackRock Stake Down to 0.53% as of June 28
ALLY FINANCIAL: DBRS Raises Issuer & LT Debt Ratings to 'BB'
AMERICA WEST RESOURCES: Coal Mine Case Is Dismissed
AMERICAN AIRLINES: US Airways Shareholders Approve Merger

AMERICAN AIRLINES: New Bill Would Help Union Workers
AMERICAN EQUITY: Fitch to Rate $400MM Unsecured Notes 'BB'
AMERIGO ENERGY: Updates Shareholders on Recent Developments
AMPAL-AMERICAN: Trustee Says CEO Must Be Included In Bankruptcy
API TECHNOLOGIES: Swings to $7.5 Million Net Income in Q2

API TECHNOLOGIES: Posts $7.5 Million Net Income in Fiscal Q2
ATLAS ENERGY: Moody's Assigns B3 Rating to New $240MM Term Loan
ATLAS ENERGY: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
ATP OIL & GAS: Lenders Given Interim Approval to Purchase Assets
AVANTAIR INC: Austin Marxe Owns 29.5% of Shares as of June 28

BANNING COMMUNITY: Fitch Affirms 'BB+' Tax Allocation Bonds Rating
BBX CAPITAL: Stockholders Elect Five Directors
BCBG MAX AZRIA: Guggenheim to Acquire Controlling Stake
BEAR STEARNS: Fund Liquidators Sue Credit-Rating Firms
BELLISIO FOODS: S&P Rates $345MM Sr. Secured Credit Facilities 'B'

BERNARD L. MADOFF: 'Lackluster' Art Collection to be Auctioned
BEST BUY: Fitch Assigns 'BB-' Rating to $500MM Unsecured Notes
BIOVEST INT'L: Implements Plan, Lenders Take Over Ownership
BIRDSALL SERVICES: Trustee Seeks Liquidation Under Ch. 7
BLOCKBUSTER INC: Weil's Expenses Draw Objection From Trustee

BLUE BUFFALO: S&P Raises Sr. Secured Debt Rating From 'B+'
BONDS.COM GROUP: Kazazian Held 10.5% Equity Stake at June 25
BRADFORD HOLDINGS: Case Summary & 2 Unsecured Creditors
CABLEVISION SYSTEMS: Fitch Affirms 'BB-' Issuer Default Rating
CAESARS ENTERTAINMENT: Bank Debt Trades at 10% Off

CAFE CNN: Case Summary & 17 Largest Unsecured Creditors
CAPITOL BANCORP: Committee Objects to Investment Banker Employment
CENGAGE LEARNING: Hiring Approvals Sought
CHAMPION INDUSTRIES: Unit Sells Newspaper Operations for $10MM
COACH AMERICA: Settles Bridgestone's $1MM Tire Claim

COUDERT BROTHERS: Jones Day, Dechert Deny They Owe Partner Profits
DENTAL CARE: A.M. Best Affirms 'B' Financial Strength Rating
DETROIT, MI: City Workers, Retirees Push Back on Pensions
E-DEBIT GLOBAL: Deploys "E-Debit/Winsoft" E-Payment Platform
EAST COAST BROKERS: Gerard McHale Named Chapter 11 Trustee

EAST COAST BROKERS: Ch.11 Trustee Taps Own Firm as Accountant
EAST COAST BROKERS: Trustee Hires Berger Singerman as Counsel
EASTMAN KODAK: Shareholders Renew Bid for Equity Committee
EASTMAN KODAK: STWB Opposes Kodak's Bid to Estimate Claims
ELBIT IMAGING: Bank Hapoalim Reserves Rights Under Default Notice

ENDEAVOUR INTERNATIONAL: Rochelle Production Starts September
ENDICOTT INTERCONNECT: Seeks Ch. 11 After $100MM Loss
EQUIPMENT ACQUISITION: Court to Dismiss Suits v. 11 Banks
EVEN ST PRODUCTIONS: Fires Back at Sly Stone's Former Manager
EVERGREEN OIL: Court Okays Buxbaum HCS as Financial Advisor

EVERGREEN OIL: Can Hire Greenspan as Insurance Consultant
EVERGREEN OIL: Hein & Assoc. Okayed as Accountant, Tax Consultant
EVERGREEN OIL: Panel Can Hire Mirman Bubman as Bankruptcy Counsel
EXCEL MARITIME: Robertson Maritime Seeks Expedited Discovery
EXIDE TECHNOLOGIES: BlackRock Holds Less Than 1% Equity Stake

FINJAN HOLDINGS: Inks Employment Agreements with President & CFO
FIRST FINANCIAL: Rob Whartenby Joins as Chief Credit Officer
FIVE RIVERS PETROLEUM: Court Won't Reinstate Automatic Stay
FORMATECH INC: Bank Has Superior Claims Over Cellceutix
FREESEAS INC: Issues 1.4MM Add'l Settlement Shares to Hanover

FREESEAS INC: Agrees to Sell $10.5 Million Debt to Hanover
GARLOCK SEALING: Parties Disagree on Asbestos Claims
GELTECH SOLUTIONS: Borrows $1 Million From Major Shareholder
GLYECO INC: To Buy GSS's Glycol Recycling Business in Maryland
GREAT PLATTE: River Archway Museum Proposes Chapter 11 Plan

HANDY HARDWARE: Has July 25 Hearing to Confirm Exit Plan
HERCULES OFFSHORE: Completes Issuance of $400 Million Sr. Notes
HERON LAKE: Neal Greenberg is Interim Chief Financial Officer
HOSPITAL DE DAMAS: Employees' Claim for Christmas Bonus Rejected
IDERA PHARMACEUTICALS: Appoints James Geraghty as Chairman

INTELLICELL BIOSCIENCES: Issues Add'l 7 Million Shares to Hanover
INVESTORS LENDING: McCallar Firm Wins Fees Battle Over Committee
ISTAR FINANCIAL: Moody's Changes Outlook on Ratings to Positive
K-V PHARMACEUTICAL: 6th Amended Plan Filed
KIT DIGITAL: Equity Committee Urges 'No' Vote on Plan

KLEEN ENERGY: Fitch Affirms 'BB' Term Loan Ratings, Outlook Neg
LANCER MANAGEMENT: 11th Cir. Tosses Members' Bid for Legal Fees
LDK SOLAR: Shareholders Re-Elect Four Directors
LIGHTSQUARED INC: To Proceed to Trial over Ergen Trades
LIGHTSQUARED INC: Status Conference Postponed

MACCO PROPERTIES: July 17 Hearing on Plan Outline Stricken
MARIAH RE: Wants $100MM Back After 'Falsified' Storm Report
MERRIMACK PHARMACEUTICALS: To Offer $125 Million of Securities
METEX MFG: Can Employ Rath Young as Local Counsel
MIDTOWN SCOUTS: Taps Hawash Meade as Special Litigation Counsel

MONITRONICS INTERNATIONAL: Moody's Affirms Ba3 Rating on New Debt
MONITRONICS INTERNATIONAL: S&P Affirms 'B' CCR; Outlook Stable
MORGUARD REAL ESTATE: DBRS Confirms 'BB' Issuer Rating
MOUNTAIN PROVINCE: Gahcho Kue Inks Impact Benefit Agreement
MPG OFFICE: Settles Lawsuits Re Brookfield Acquisition Proposal

MSI CORPORATION: Can Employ McGuireWoods LLP as Counsel
MSI CORPORATION: Files Amended List of Top Unsecured Creditors
MSR RESORT: Five Mile Says Bidding Plan Wastes IP Assets
NAVISTAR INTERNATIONAL: BNY Owned 35% Preferred Shares at June 30
NEOMEDIA TECHNOLOGIES: B. Liben Had 9.9% Equity Stake at June 27

NEW TRIDENT: S&P Assigns 'B' CCR & Rates $415MM Facility 'B'
NEWLEAD HOLDINGS: Supreme Court OKs Settlement with Hanover
NEWLEAD HOLDINGS: Hanover Held 9.9% Equity Stake at July 9
NMP-GROUP: Enters Ch. 11 After $51-Mil. Court Loss
NORTHLAND RESOURCES: Creditors Approve Reorganization Plan

NUMIRA BIOSCIENCES: Case Summary & 20 Largest Unsecured Creditors
NORTH LAS VEGAS, NV: Moody's Lowers GOLT Bond Rating to 'Ba1'
OHIO COUNTY, KY: Moody's Cuts $83MM Revenue Bonds Rating to Ba2
OLD SECOND: To Release Second Quarter Results on July 24
OP-TECH ENVIRONMENTAL: NRC US Amends Tender Offer Statement

ORMET CORP: Says Ohio Utility Deal Not A Contract
OTELCO INC: Corrects Report on Committee Composition
PACIFIC GOLD: Transfers Ownership of Project W claims
PARKWAY PROPERTIES: Court Terminates Stay, Dismisses Ch. 11 Case
PASKOR LLC: Case Summary & 6 Unsecured Creditors

PENSON WORLDWIDE: Agreement with SunGard Gets Court Approval
PLAYLOGIC ENTERTAINMENT: Fails to Legally Change Company Name
POSITIVEID CORP: Amends Several Agreements with VeriTeQ
POST HOLDINGS: Moody's Cuts CFR to B1 Following $350MM Debt Offer
POST HOLDINGS: S&P Revises Outlook to Neg. & Affirms 'B+' CCR

QUANTUM FUEL: Pays in Full Outstanding Balance Under Bridge Notes
RADICAL BUNNY: 9th Circ. Nixes Execs' Appeal in SEC Suit
RADIOSHACK CORP: Affirms "Strong" Balance Sheet
READER'S DIGEST: Files Plan Focusing on North American Business
RG STEEL: Wins Approval to Settle Dispute Over Sparrows Point Sale

ROCKWELL MEDICAL: Results From Efficacy Study of SFP
ROGERS BANCSHARES: Case Summary & 4 Unsecured Creditors
ROTHSTEIN ROSENFELDT: Exit Plan OK'd After Settlement With Victims
ROYAL HOLDINGS: Moody's Assigns 'B3' Corp. Family Rating
ROYAL HOLDINGS: S&P Assigns 'B' CCR; Outlook Stable

SAN BERNARDINO, CA: Bond Creditors Support City's Ch. 9 Case
SBARRO LLC: S&P Lowers Corp. Credit Rating to 'CCC+'; Outlook Neg.
SHAD HANNA'S: Bankr. Ct. Narrows Suit Over Farmers Insurance Claim
SOUTH FLORIDA SOD: Files for Ch. 11 After Housing Recession
SPRINT NEXTEL: Fitch Affirms 'B+' Issuer Default Rating

STANADYNE CORP: S&P Lowers Corporate Credit Rating to 'CCC'
STEADY ROCKIN: Case Summary & 20 Largest Unsecured Creditors
STOCKTON, CA: Sales Tax Measure to Go on Ballot
TELETOUCH COMMUNICATIONS: Exits Wholesale Distribution Business
THERMOENERGY CORP: Moody Replaces Grant Thornton as Accountants

THINKFILM LLC: Creditor Suit vs. Bergstein Stays in Bankr. Court
THQ INC: Int'l Units Fight Plan Reclassifying $107MM Claims
TLO LLC: Hires Ahearn Jasco as Accountants
TLO LLC: Taps Akerman Senterfitt as Corporate Counsel
TOLEDO-LUCAS COUNTY PORT: Fitch Affirms 'BB' Rating on $67MM Bonds

TOOTIE PIE: Chapter 11 Petition Filed
TOUSA INC: Seeks to Establish Disputed Claims Reserve
TRADER CORP: Moody's Changes Outlook to Negative & Keeps B3 CFR
TRIBUNE CO: To Separate Broadcasting, Publishing Businesses
TRUCEPT INC: Suspending Filing of Reports with SEC

US SILICA: New $425MM Sr. Debt Facility Gets Moody's B1 Rating
USIC HOLDINGS: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
VICTORY ENERGY: Appoints Marcum LLP as New Accountants
VIVARO CORPORATION: Plan Filing Exclusivity Extended to Sept. 30
WAVE SYSTEMS: To Present Plan to Regain Nasdaq Compliance

WON & SUN: Case Summary & 2 Unsecured Creditors
WORLDWIDE ENERGY: Case Summary & 19 Largest Unsecured Creditors
ZALE CORP: CCB to Provide Credit Cards to Zale US Customers

* Consumer Bureau to Sanction Banks Over Collection Methods
* DOJ: Bernanke Does Not Need to Testify in AIG Bailout Suit
* European Bank Resolution Plan Sets Up Fight With Germany
* Foreclosure Squeeze Crimps Las Vegas Real Estate Market

* Fitch: Higher Rates Could Dent Mortgage Earnings of U.S. Banks
* J.P. Morgan Review Finds Errors in Debt-Collection Lawsuits
* Newedge Fined for Lax Oversight of Manipulative Trades
* Moody's Says Interest Rate Hike Means More Risks for Insurers

* Moody's Notes Rise in Global SGDL Rate in Second Quarter
* Regulators Say Dodd-Frank Rulemaking Nearing Finish Line
* Regulators Seek Stiffer Bank Rules on Capital
* SEC Lifts 80-Year-Old Ban on Advertising by Hedge Funds

* U.S. Banks Seen Freezing Payouts Under Harsh Leverage Rule
* Without Pension Deal, Ill. Governor Withholds Lawmakers' Pay
* S&P Applies Revised Insurance Criteria to 22 Insurance Groups
* Consumer Wins $1,600 Judgment While Lawyer Gets $78,000 in Fees

* Former Judge Raymond T. Lyons Joins Fox Rothschild's NJ Office
* Paul J. Schoff Joins Eckert Seamans' Philadelphia Office

* BOND PRICING -- For Week From July 8 to 12, 2013

                            *********

250 AZ: Hiring David Knapper as Special Counsel
-----------------------------------------------
250 AZ, LLC, sought and obtained approval from the U.S. Bankruptcy
Court for the District of Arizona to employ David L. Knapper and
the Law Offices of David L. Knapper as special counsel.

Mr. Knapper will, among other things:

   a. advise the Debtor and assist Breen Olson & Trenton, LLP,
      the Debtor's main counsel, with respect to testimony,
      documents and arguments to be presented at evidentiary
      hearings;

   b. advise the Debtor and assist Breen Olson & Trenton with
      respect to evidentiary and strategic matters; and

   c. appear and assist in conducting the hearings on behalf of
      the Debtor as one of its attorneys.

The Debtor selected Mr. Knapper, a sole proprietor, doing business
as Law Offices of David L. Knapper, to assist in preparing and
conducting all evidentiary hearings beginning June 19, 2013, and
possibly additional dates in which related issues maybe continued.

Mr. Knapper will charge the Debtor an hourly rate of $250.  He is
requesting an initial retainer of $30,000, but reserves the right
to apply for payment of fees exceeding the retainer. The retainer
will not come from any secured creditor's cash collateral.

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

                         About 250 AZ, LLC

250 AZ, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-00851) in Tucson, Arizona, on Jan. 22, 2013.  In its schedules,
the Debtor disclosed $25 million in assets and $70.8 million in
liabilities.  250 AZ owns an 84.70818% tenant in common interest
in a 29-story office building located at 250 East Fifth Street, in
Cincinnati, Ohio.

The Debtor is represented by Dennis M. Breen, III, Esq., at
Breen Olson & Trenton, LLP.

The U.S. Trustee said an official committee of unsecured creditors
has not been appointed because an insufficient number of persons
holding unsecured claims against the company have expressed
interest in serving on a committee.


250 AZ: Wants to Add 2 TIC Entities as Members
----------------------------------------------
250 AZ, L.L.C., filed a motion with the Bankruptcy Court seeking
approval to add two new tenants-in-common entities, namely TIC 31
and TIC 38, as additional members of the Debtor.

In November and December 2012, 31 of the TIC Members executed a
Bill of Sale and General Assignment by which they transferred to
250 AZ, LLC, all of their interest in the property located at 250
East Fifth Street, Cincinnati, Ohio, known as the Chiquita Center,
to Debtor.  The interest of the 31 TIC Members transferred to the
Debtor consisted of 84.70818% of the ownership of the property.

On June 4, 2013, TIC 31, whose sole member is the Atlantic Vue
Towers, Inc., a Florida Corporation, with Edwin C. Bliss as the
President, executed a Bill of Sale and General Assignment by which
it transferred to 250 AZ, LLC, all of its interest in the
property, which consisted of 4.6220% of the property located at
250 East Fifth Street, Cincinnati, Ohio, known as the Chiquita
Center, to Debtor.

On June 6, 2013, TIC 38, whose sole member is the Seacrest
Apartments of Miami Beach, Inc., a Florida Corporation, with Ted
Bliss as the President, executed a Bill of Sale and General
Assignment by which it transferred to 250 AZ, LLC, all of its
interest in the property, which consisted of 0.99821% of the
property located at 250 East Fifth Street, Cincinnati, Ohio, known
as the Chiquita Center, to Debtor.

On June 4, 2013, TIC 31 paid the sum of $11,972 to Debtor's
counsel's Trust account to pay its pro-rata share of the costs and
expenses to date.  On June 14, 2013, TIC 38 paid the sum of $2,586
to the Debtor's counsel's Trust account to pay its pro-rata share
of the costs and expenses to date.

With the addition of TIC 31's interest and TIC 38's interest in
the Chiquita Center, Debtor will hold a total interest of
90.32839% in the Chiquita Center.

Dennis M. Breen, III, Esq., at Breen, Olson & Trenton, LLP,
counsel to the Debtor, says that it is in the best interest of
Debtor and its bankruptcy estate, that the Court approve the
addition of TIC 31 and TIC 38 as additional Members of the Debtor,
thereby increasing the percentage of ownership of Debtor in the
Chiquita Center to 90.32839%, and reducing the interest of the
other non-member holders of the Chiquita Center to 9.67161% when
allowing Debtor to operate in a more orderly and cohesive fashion
for the benefit of a greater percentage of ownership interest in
the building.

                         About 250 AZ, LLC

250 AZ, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-00851) in Tucson, Arizona, on Jan. 22, 2013.  In its schedules,
the Debtor disclosed $25 million in assets and $70.8 million in
liabilities.  250 AZ owns an 84.70818% tenant in common interest
in a 29-story office building located at 250 East Fifth Street, in
Cincinnati, Ohio.

The Debtor is represented by Dennis M. Breen, III, Esq., at
Breen Olson & Trenton, LLP.

The U.S. Trustee said an official committee of unsecured creditors
has not been appointed because an insufficient number of persons
holding unsecured claims against the company have expressed
interest in serving on a committee.


250 AZ: Taps Robert Rubin as Ohio Counsel
-----------------------------------------
250 AZ, LLC, asks the U.S. Bankruptcy Court for the District of
Arizona for permission to employ Robert S. Rubin, Esq., an
attorney with Cohen, Todd, Kite & Stanford, LLC, as the Debtor's
Ohio counsel.

The Debtor needs Cohen Todd to represent it in leasing matters and
in litigation involving a property known as the "Chiquita Center,"
located at 250 East Fifth Street, in Cincinnati.

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

The current hourly rates for the Cohen Todd attorneys who are
likely to work on leasing and litigation matters range from $200
to $350 per hour.

                         About 250 AZ, LLC

250 AZ, LLC, filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-00851) in Tucson, Arizona, on Jan. 22, 2013.  In its schedules,
the Debtor disclosed $25 million in assets and $70.8 million in
liabilities.  250 AZ owns an 84.70818% tenant in common interest
in a 29-story office building located at 250 East Fifth Street, in
Cincinnati, Ohio.

The Debtor is represented by Dennis M. Breen, III, Esq., at
Breen Olson & Trenton, LLP.

The U.S. Trustee said an official committee of unsecured creditors
has not been appointed because an insufficient number of persons
holding unsecured claims against the company have expressed
interest in serving on a committee.


900 LINDEN BLOCK: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: 900 Linden Block Development, LLC
        236 West Portal Ave., Suite 413
        San Francisco, CA 94127

Bankruptcy Case No.: 13-31550

Chapter 11 Petition Date: July 5, 2013

Court: United States Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Hannah L. Blumenstiel

Debtor's Counsel: John F. Klopfenstein, Esq.
                  LAW OFFICES OF JOHN KLOPFENSTEIN
                  9 Gabilan St, #6
                  Salinas, CA 93901
                  Tel: (831) 751-3947

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

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

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

The petition was signed by Koray Ergur, managing member.


ACTIVECARE INC: Intends to Remove "Going Concern" by 2014
---------------------------------------------------------
Activecare, Inc., posted a corporate presentation on its Web site,
which discussed, among other things, the Company's financial plan.

The Company plans to raise $2.8 million in capital by December
2013 and to obtain EBITDA breakeven by September quarter.

The Company also intends to remove the "going concern"
qualification in its consolidated financial statements and show
financial strength in 2014.  The Company expects that by December
of 2015, the price of the Company's common stock will be $27 per
share.

A copy of the presentation is available for free at
http://is.gd/WDRTyh

                         About ActiveCare

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

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

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

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


AEMETIS INC: CEO Held 18% Equity Stake at April 18
--------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Eric A. McAfee and McAfee Capital, LLC, disclosed that
as of April 18, 2013, they beneficially owned 34,515,473 shares of
common stock of Aemetis, Inc., representing 18 percent of the
shares outstanding.  Mr. McAfee is the sole member of McAfee
Capital and chief executive officer and chairman of the Board of
Aemetis.

On April 18, 2013, the Aemetis was provided with an Agreement for
Satisfaction of Note by Share and Note Issuance of the Cagan
Revolving Line of Credit held with Mr. Cagan on behalf of four
note holders, of which McAfee Capital was a 62.35 percent holder.
The Satisfaction of Note converted the remaining outstanding
principal, interest and fees eligible for conversion into common
stock of the the Company.  Pursuant to this conversion into common
equity, McAfee Capital was issued 1,171,536 shares of common stock
of Aemetis.

On May 9, 2013, McAfee Capital sold an aggregate of 222,222 shares
of its common stock of the Company in a private transaction for an
average of $0.45 per share.

A copy of the regulatory filing is available for free at:

                        http://is.gd/wXwmtf

                           About Aemetis

Cupertino, Calif.-based Aemetis, Inc., is an international
renewable fuels and specialty chemical company focused on the
production of advanced fuels and chemicals and the acquisition,
development and commercialization of innovative technologies that
replace traditional petroleum-based products and convert first-
generation ethanol and biodiesel plants into advanced
biorefineries.

McGladrey LLP, in Des Moines, Iowa, expressed substantial doubt
about Aemetis, Inc.'s ability to continue as a going concern
following the annual results for the year ended Dec. 31, 2012.
The independent auditors noted that the Company has suffered
recurring losses from operations and its cash flows from
operations are not sufficient to cover debt service requirements.

The Company reported a net loss of $4.3 million on $189.0 million
of revenues in 2012, compared with a net loss of $18.3 million on
$141.9 million of revenues in 2011.  The Company's balance sheet
at March 31, 2013, showed $94.76 million in total assets, $98.14
million in total liabilities and a $3.37 million total
stockholders' deficit.


AFFYMAX INC: BlackRock Stake Down to 0.53% as of 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 198,928 shares of common
stock of Affymax Inc. representing 0.53 percent of the shares
outstanding.  A copy of the regulatory filing is available at:

                        http://is.gd/Mmtbrq

                           About Affymax

Affymax, Inc. (Nasdaq: AFFY) is a biopharmaceutical company based
in Palo Alto, California.  In March 2012, the U.S. Food and Drug
Administration approved the Company's first and only product,
OMONTYS(R) (peginesatide) Injection for the treatment of anemia
due to chronic kidney disease in adult patients on dialysis.
OMONTYS is a synthetic, peptide-based erythropoiesis stimulating
agent, or ESA, designed to stimulate production of red blood cells
and has been the only once-monthly ESA available to the adult
dialysis patient population in the U.S.  The Company co-
commercialized OMONTYS with its collaboration partner, Takeda
Pharmaceutical Company Limited, or Takeda during 2012 until
February 2013, when the Company and Takeda announced a nationwide
voluntary recall of OMONTYS as a result of safety concerns.

The Company's balance sheet at March 31, 2013, showed
$66.7 million in total assets, $81.5 million in total liabilities,
and a stockholders' deficit of $14.8 million.


ALLY FINANCIAL: DBRS Raises Issuer & LT Debt Ratings to 'BB'
------------------------------------------------------------
DBRS, Inc. has upgraded the Issuer and Long-Term Debt ratings of
Ally Financial Inc. to BB from BB (low).  Concurrently, DBRS has
confirmed the R-4 Short-Term Instruments rating.  The trend on all
ratings is Stable.  This action removes the ratings from Under
Review with Positive Implications, where they were placed on June
7, 2013.  Today's action follows the Company's announcement that
the bankruptcy court has approved the planned settlement agreement
between Ally, the bankruptcy estate of its former subsidiary
Residential Capital, LLC (ResCap) estate, and with ResCap's
creditors.

As discussed in its press release on June 7, 2013, the upgrade
reflects DBRS's view that the comprehensive plan support agreement
is an overall positive for Ally.  The plan includes the release of
all claims between Ally and ResCap, including representation and
warranty claims that reside with ResCap, as well as all claims
held by third parties related to ResCap and that could be brought
against Ally, including securitization related claims.  In return,
Ally will contribute $1.95 billion to the ResCap bankruptcy
estate, as well as the first $150 million from insurance proceeds
the Company expects to receive from releases in connection with
the plan.  DBRS notes that on June 13, 2013, the bankruptcy court
approved the full repayment of the $1.13 billion owed to Ally by
ResCap under existing credit facilities.  DBRS considers the
settlement as removing substantial uncertainty from Ally's credit
profile and allowing management to focus on the core auto finance
business.

Further, this action considers the notable transformation of the
Ally business model to a dealer-centric model.  Indeed, in 1Q13
just 16% of Ally's originations were subvented by GM or Chrysler
compared to 58% in 2009.  Ratings are also supported by the
improving earnings power of the core business, which generated
pre-tax income, excluding repositioning items, of $207 million in
1Q13.  Risk management capabilities have been strengthened and the
Company maintains solid servicing capabilities, which is evidenced
in recent credit performance.  Improving liquidity and funding
underpinned by a growing deposit franchise were also factored into
the current ratings.

The Stable trend reflects DBRS's expectations that earnings will
continue to improve as the economy gradually recovers with
corresponding growth in earning assets.  Ratings could be
positively influenced by further improvement in earnings
generation underpinned by further diversification of origination
volumes, and improved quality of capital.  DBRS comments that Ally
has stated that it intends to address the remaining Mandatory
Convertible Preferred Shares (MCPs) held by the U.S. Treasury,
subject to regulatory approval, which DBRS would view favorably
and as another step to recovery.  Moreover, DBRS expects Ally to
continue to expand its deposit base while accessing wholesale
funding markets at reasonable costs.  While DBRS anticipates some
normalization in asset quality metrics from cyclical lows, ratings
could be negatively pressured should credit costs exceed DBRS's
tolerance levels or result in the erosion of capital.  Further,
any material weakening in the franchise evidenced by sustained
decline in origination volumes and revenue would be viewed
negatively.

DBRS has also replaced the Commercial Paper Rating of Ally and its
subsidiary with a more encompassing Short-Term Instruments rating.
Please note this action does not impact the rating level of R-4
with a Stable trend.


AMERICA WEST RESOURCES: Coal Mine Case Is Dismissed
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Chapter 11 reorganization of America West
Resources Inc. was dismissed at the behest of Las Vegas Bankruptcy
Judge Bruce A. Markell, who is leaving the bench this week to
become the Jeffrey Stoops Professor of Law at Florida State
University.

According to the report, America West owns a small coal mine in
Helper, Utah.  Although it attempted to sell the entire operation,
it was only able to sell the mining equipment for $1.25 million.

The report notes that no one wanted the mine itself.  After Judge
Markell raised the question of whether the case should be
dismissed or converted to liquidation in Chapter 7, the company
consented to dismissal.  Before the case was formally dismissed,
Judge Markell made sure professional fees were paid from sale
proceeds.

                        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.

The mine emerged from a prior bankruptcy reorganization in late
2008.  America West made a $2.25 million contribution to finance
emergence from bankruptcy by the mine's direct owner Hidden
Splendor Resources Inc. (Case No. 07-bk-51378) in the same court.


AMERICAN AIRLINES: US Airways Shareholders Approve Merger
---------------------------------------------------------
US Airways Group, Inc. LCC on July 12 disclosed that its
shareholders approved the merger agreement with AMR Corporation,
the parent company of American Airlines, Inc.

The merger agreement was approved by the affirmative vote of the
holders of a majority of the outstanding shares of US Airways
stock, which represented over 99% of the votes cast by US Airways
shareholders on the proposal.  Of the 132,788,060 shares voted,
132,273,780 shares voted in favor of the proposal; 257,757 shares
voted against; and 256,523 abstained.  Shareholders also approved
other proposals related to the merger.

Doug Parker, chairman and CEO of US Airways, and incoming CEO of
the combined company, said, "We are pleased that our shareholders
overwhelmingly supported our merger with American Airlines.  This
approval is a major milestone on our path to completing the
merger, and we continue to make excellent progress overall thanks
to the focused efforts of the dedicated representatives from both
companies.  By bringing together two highly complementary networks
and generating significant revenue synergies, the new American
Airlines will deliver enhanced value for its shareholders.  I want
to thank our shareholders, our customers and our more than 100,000
dedicated employees for their support throughout this process and
look forward to moving forward as an even stronger airline."

As previously disclosed, AMR and US Airways agreed to combine to
create the new American Airlines, a premier global carrier.
Headquartered in Dallas-Fort Worth, the new American Airlines will
become a highly competitive alternative for consumers to other
global carriers and is expected to offer more than 6,700 daily
flights to 336 destinations in 56 countries.  The combined airline
will offer customers more choices and increased service across a
larger worldwide network and through an enhanced oneworld(R)
Alliance.  Together, American Airlines and US Airways are expected
to operate a mainline fleet of almost 950 aircraft and employ more
than 100,000 team members worldwide.

The merger is subject to regulatory approvals, other customary
closing conditions and confirmation of AMR's Plan of
Reorganization by the U.S. Bankruptcy Court for the Southern
District of New York.  The companies continue to expect to
complete the combination in the third quarter of 2013.

                         About US Airways

US Airways, along with US Airways Shuttle and US Airways Express,
operates more than 3,100 flights per day and serves 198
communities in the U.S., Canada, Mexico, Europe, the Middle East,
the Caribbean, Central and South America.  The airline employs
more than 32,000 aviation professionals worldwide, operates the
world's largest fleet of Airbus aircraft and is a member of the
Star Alliance network, which offers its customers more than 21,900
daily flights to 1,328 airports in 195 countries.  Together with
its US Airways Express partners, the airline serves approximately
80 million passengers each year and operates hubs in Charlotte,
N.C., Philadelphia, Phoenix and Washington, D.C.

                       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: New Bill Would Help Union Workers
----------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that lawmakers recently introduced legislation that would allow
American Airlines pilots, flight attendants and other union
workers to defer taxes on the equity they'll receive at the
conclusion of the airline's Chapter 11 restructuring.

According to the report, Rep. Michael G. Grimm (R., N.Y.) is
sponsoring the bipartisan bill, H.R. 2591.  The legislation would
push out existing deadlines under federal aviation law to ensure
that the union workers can take advantage of the tax deferral that
has helped other airline employees in prior bankruptcy cases.

American Airlines parent AMR Corp. wants to exit Chapter 11
protection through a merger with US Airways Group Inc.  AMR is
proposing to give its labor unions, unsecured creditors and
current shareholders 72% of the new common stock in the merged
airline, which would keep the American name.  The payment plan
remains subject to bankruptcy-court approval, while the merger is
now under antitrust review.

Captain Keith Wilson, the president of American's pilots union,
said that the bill represents "basic fairness" in light of the
concessions the unions agreed to during AMR's restructuring, the
report said.

"The equity stake we will receive is designed in part to mitigate
the pension losses we have sustained in American Airlines' Chapter
11 bankruptcy," he said in a statement, the report cited.  "We are
hopeful that lawmakers will move to prevent a serious inequity by
approving this legislation promptly."

                      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 EQUITY: Fitch to Rate $400MM Unsecured Notes 'BB'
----------------------------------------------------------
Fitch Ratings has assigned an expected rating of 'BB' to American
Equity Investment Life Holding Company's (AEL) proposed issuance
of $400 million of senior unsecured notes due 2021. AEL's Long-
term Issuer Default Rating is unaffected by this rating action.
Fitch affirmed the ratings of AEL and its insurance operating
subsidiaries with a Stable Outlook on April 12, 2013.

Key Rating Drivers

Fitch expects the majority of proceeds from the issuance to be
used to fund the redemption of a portion of existing debt on the
company's balance sheet. Issuance of the new senior debt is not
expected to result in an increase in AEL's financial leverage
ratio to a level above Fitch's rating trigger of 50%. The
company's financial leverage was approximately 36% at March 30,
2013.

AEL's recent financial performance has been in line with Fitch's
expectations for the company's current ratings.

AEL is headquartered in West Des Moines, Iowa and reported total
GAAP assets of $36.9 billion and equity of $1.7 billion at
March 31, 2013. AEILIC, the main operating subsidiary of AEL, is
also headquartered in West Des Moines and had statutory capital
and surplus of $1.7 billion at March 31, 2013.

Rating Sensitivities

The key rating triggers that could result in an upgrade include:

-- Enhanced capitalization with risk-based capital (RBC) above
   350% on a sustained basis.

The key rating triggers that could result in a downgrade include:

-- A reduction in capitalization with RBC below 300%;

-- A sustained deterioration in operating results such that
   interest coverage is below 3x;

-- Significant increase in lapse/surrender rates;

-- Inability to maintain sufficient parent company liquidity to
   fund any potential forced repurchase of outstanding notes
   payable;

-- Unexpected spike in credit related impairments;

-- Financial leverage above 50%.

The key rating triggers that could result in a narrowing of
notching between the IDR of AEL and the Insurer Financial Strength
(IFS) of AEILIC include:

-- A sustainable decline in financial leverage below 30%;

-- Sustained GAAP EBIT-based interest coverage above 8x.

Fitch expects to assign the following rating:

American Equity Investment Life Holding Company

-- $400 million senior unsecured notes due 2021 'BB'.


AMERIGO ENERGY: Updates Shareholders on Recent Developments
-----------------------------------------------------------
A month ago Amerigo Energy, Inc., announced the launch of its new
Web site http://www.AmerigoHoldings.com/and the hiring of Monarch
Media, LLC, as its investor relations company.  Along with that,
Company's management has been diligently working to increase
shareholder value.  Here are some milestones the Company has
reached in the last 30 days:

   * New distribution contract for Le FLAV Straight Up, throughout
     Illinois

   * Further negotiations with strategic partners, domestic and
     international for Le FLAV Spirits

   * Acquisition of 900,000 shares of previously issued stock to
     be returned to Treasury

The Company is working on multiple strategic partnerships for the
Le FLAV brand both on the domestic and international level, as
well as through other channels that would all provide diverse
benefit to the company.  While it is pre-mature to announce any
specifics, the Company is excited about the coming quarter and
next six months.

Jason Griffith, chief executive officer of Amerigo Energy also
noted the re-acquisition of 900,000 shares of common stock and
return to treasury stock.  "We have been having conversations
regarding the 900,000 shares for quite some time and during the
last quarter we were able to secure the acquisition of these
shares."  Griffith continued, "We are committed to maintaining the
viability of the capitalization structure of the company."

The Company said existing shareholders have already begun to
benefit from the hiring of Monarch Media.  According to the
Company, this addition to the team allows a more fluid line of
communication between the company and its current and future
shareholders.

The Company is currently evaluating other key alliances and
strategies for the company to continue to build shareholder value.

                           About Amerigo

Henderson, Nevada-based Amerigo Energy, Inc., is aggressively
looking for potential oil leases to acquire as well as businesses
which will fit with the Company's strategy.  Its wholly-owned
subsidiary, Amerigo, Inc., incorporated in Nevada on Jan. 11,
2008, holds minimal assets, including oil lease interests.

The Company's balance sheet at March 31, 2013, showed $2.3 million
in total assets, $2.5 million in total liabilities, and a
stockholders' deficit of $244,148.

"As a result of Amerigo Energy's deficiency in working capital at
Dec. 31, 2012, and other factors, Amerigo Energy's auditors have
stated in their report that there is substantial doubt about
Amerigo Energy's ability to continue as a going concern.  In
addition, Amerigo Energy's cash position is inadequate to pay the
costs associated  with its operations.  No assurance can be given
that any debt or equity financing, if and when required, will be
available."


AMPAL-AMERICAN: Trustee Says CEO Must Be Included In Bankruptcy
---------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that the Chapter 7
trustee overseeing Ampal-American Israel Corp.'s wind-down urged a
New York bankruptcy judge to include the energy investment
company's CEO as part of the bankruptcy entity so he can obtain
"critical" information from him about Ampal's finances.

According to the report, Trustee Alex Spizz of Nachamie Spizz
Cohen & Serchuk PC said in a court filing that Yosef A. Maiman,
the sole remaining director of the company and majority
shareholder, has access to documents that are essential to Spizz's
ability to properly calculate the company's assets.

                       About Ampal-American

Ampal-American Israel Corporation -- http://www.ampal.com/--
acquired interests primarily in businesses located in Israel or
that are Israel-related.  Ampal-American filed a Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-13689) on Aug. 29, 2012, to
restructure the Company's Series A, Series B and Series C
debentures.  Bankruptcy Judge Stuart M. Bernstein presides over
the case.  Ampal-American sought bankruptcy protection in the U.S.
because bankruptcy laws in Israel would lead to the Company's
liquidation.

Michelle McMahon, Esq., at Bryan Cave LLP, serves as the Debtor's
counsel.  Houlihan Lokey serves as investment banker.

The petition was signed by Irit Eluz, chief financial officer,
senior vice president.  The Company scheduled $290,664,095 in
total assets and $349,413,858 in total liabilities.

A three-member official committee of unsecured creditors is
represented by Brown Rudnick as counsel.


API TECHNOLOGIES: Swings to $7.5 Million Net Income in Q2
---------------------------------------------------------
API Technologies Corp. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $7.47 million on $68.10 million of net revenue for the three
months ended May 31, 2013, as compared with a net loss of $109.50
million on $72.24 million of net revenue for the same period a
year ago.

For the six months ended May 31, 2013, the Company incurred a net
loss of $6.95 million on $129.11 million of net revenue, as
compared with a net loss of $108.73 million on $136.50 million of
net revenue for the same period during the prior year.

As of May 31, 2013, the Company had $336.30 million in total
assets, $179.79 million in total liabilities, $25.47 million in
redeemable preferred stock and $131.03 million in shareholders'
equity.

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

                        http://is.gd/7wexeY

                    About API Technologies Corp.

API Technologies designs, develops and manufactures electronic
systems, subsystems, RF and secure solutions for technically
demanding defense, aerospace and commercial applications.  API
Technologies' customers include many leading Fortune 500
companies.  API Technologies trades on the NASDAQ under the symbol
ATNY.  For further information, please visit the Company Web site
at www.apitech.com.

For the 12 months ended Nov. 30, 2012, the Company reported a net
loss of $148.70 million, as compared with a net loss of $17.32
million during the prior year.

                           *     *     *

As reported by the TCR on Feb. 14, 2013, Moody's Investors Service
has withdrawn all ratings of API Technologies Corp., including its
Caa1 Corporate Family Rating and negative outlook due to the
repayment of all rated debt.  On Feb. 6, 2013, API Technologies
Corp. completed a refinancing of its previously outstanding rated
bank debt.  All ratings of API have been withdrawn since the
company has no rated debt outstanding.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services said that it lowered its corporate credit rating
on API Technologies Corp. to 'B-' from 'B'.

"The downgrade reflects weaker-than-expected credit metrics
resulting from less-than-expected improvements in operating
performance and higher debt, including a modest increase from the
recent refinancing," said Standard & Poor's credit analyst Chris
Mooney.


API TECHNOLOGIES: Posts $7.5 Million Net Income in Fiscal Q2
------------------------------------------------------------
API Technologies Corp. reported net income of $7.47 million on
$68.10 million of net revenue for the three months ended May 31,
2013, as compared with a net loss of $109.50 million on $72.24
million of net revenue for the same period during the prior year.

For the six months ended May 31, 2013, the Company reported a net
loss of $6.95 million on $129.11 million of net revenue, as
compared with a net loss of $108.73 million on $136.50 million of
net revenue for the same period a year ago.

As of may 31, 2013, the Company had $336.30 million in total
assets, $179.79 million in total liabilities, $25.47 million in
redeemable preferred stock, and $131.03 million in shareholders'
equity.

"This quarter we delivered growth in revenue, bookings, and
profitability.  At the same time, we drove two divestitures that
were part of the previously announced and on-going strategic
review, which primarily contributed to the reduction of our term
debt by $75.9 million," said Bel Lazar, president and chief
executive officer of API Technologies Corp.  "Through a combined
emphasis on top line growth, new product introductions, and
operational efficiencies, we are successfully executing on our
strategy to deliver short and long-term value to our customers and
shareholders alike."

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

                        http://is.gd/l2SGj8

                    About API Technologies Corp.

API Technologies designs, develops and manufactures electronic
systems, subsystems, RF and secure solutions for technically
demanding defense, aerospace and commercial applications.  API
Technologies' customers include many leading Fortune 500
companies.  API Technologies trades on the NASDAQ under the symbol
ATNY.  For further information, please visit the Company Web site
at www.apitech.com.

For the 12 months ended Nov. 30, 2012, the Company reported a net
loss of $148.70 million, as compared with a net loss of $17.32
million during the prior year.

                           *     *     *

As reported by the TCR on Feb. 14, 2013, Moody's Investors Service
has withdrawn all ratings of API Technologies Corp., including its
Caa1 Corporate Family Rating and negative outlook due to the
repayment of all rated debt.  On Feb. 6, 2013, API Technologies
Corp. completed a refinancing of its previously outstanding rated
bank debt.  All ratings of API have been withdrawn since the
company has no rated debt outstanding.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services said that it lowered its corporate credit rating
on API Technologies Corp. to 'B-' from 'B'.

"The downgrade reflects weaker-than-expected credit metrics
resulting from less-than-expected improvements in operating
performance and higher debt, including a modest increase from the
recent refinancing," said Standard & Poor's credit analyst Chris
Mooney.


ATLAS ENERGY: Moody's Assigns B3 Rating to New $240MM Term Loan
---------------------------------------------------------------
Moody's Investors Service assigned first-time ratings to Atlas
Energy, L.P. including, a B3 rating to its proposed $240 million
six-year senior secured Term Loan B, a B3 Corporate Family Rating,
a B3-PD Probability of Default Rating and a SGL-2 Speculative
Grade Liquidity Rating. The rating outlook is stable.

Term loan proceeds will be used to repay existing revolving credit
facility borrowings, to buy preferred shares issued by Atlas
Resource Partners, L.P., and to cover the purchase price of
certain natural gas assets in the Arkoma basin from EP Energy.

ATLS is a publicly-traded Master Limited Partnerships whose
principal assets consist of equity ownership interests in two
independent MLPs - ARP (B2, stable) and Atlas Pipeline Partners,
L.P. (APL, B1 stable) that provide almost all of ATLS' cash flows
in the form of distribution payments. In addition to owning 37%
and 6% Limited Partnership interests in ARP and APL, respectively,
ATLS also controls ARP and APL through 100% ownership of their
General Partners and owns all of the Incentive Distribution Rights
in them.

Issuer: Atlas Energy, L.P.

Assignments:

Corporate Family Rating, Assigned B3

Probability of Default Rating, Assigned B3-PD

Speculative Grade Liquidity Rating, Assigned SGL-2

$240M Senior Secured Bank Credit Facility, Assigned B3

$240M Senior Secured Bank Credit Facility, Assigned a range of
LGD4, 50 %

Ratings Rationale:

ATLS' B3 CFR reflects the underlying credit quality of ARP and
APL, the strategic importance of these MLPs and their stable cash
flows for ATLS' debt service and distributions and its diversified
exposure to the midstream and upstream segments and across
multiple U.S. basins. The rating also considers the structural
subordination of ATLS' cash flows and its own MLP structure that
imposes a heavy distribution burden, hinders absolute debt
reduction and requires timely capital market access. ATLS has no
meaningful assets other than its equity interests in ARP and APL
and the partnership essentially functions as a pass-through
vehicle that pays out all of its distribution income to
unitholders. The Arkoma assets, which ATLS is acquiring for about
$67 million, will generate $9-$10 million of EBITDA representing
only 6% of ATLS' annual cash flows.

ATLS is rated two notches below APL and one notch below ARP
because of structural subordination. The LP and GP distribution
streams to ATLS are residual cash flows after operating expenses
and debt service payments have been satisfied at ARP and APL.
There is no contractual guarantee from APL or ARP to ATLS, and
hence, if one of the MLPs were to default, ATLS' equity interest
in that entity would become worthless. While Moody's acknowledges
the significant value in ATLS' equity interests and the low
probability of joint-default by ARP and APL, given that more than
65% of ATLS' 2013 cash flows will originate from the B2 rated ARP,
ATLS is rated below ARP reflecting its subordinated status,
significant debt burden and small tangible asset value.

The term loan facility is rated B3, the same as the B3 CFR under
Moody's Loss Given Default Methodology, because ATLS has only one
class of debt in its capital structure. The term loan ranks pari
passu with the partnership's $50 million borrowing base revolving
credit facility and they share the same collateral pool. Both
facilities are secured by substantially all of ATLS' assets,
including its ownership interests in ARP and APL and at least 80%
PV-10 value of its proved reserves.

The interest burden that ATLS has to service is small (~$18
million annually) relative to its distribution earnings. With the
recent Cardinal and TEAK acquisitions by APL and the oil and gas
asset acquisition by ARP, ATLS's combined share of LP and GP
distributions could exceed $100 million in 2013. However, a
significant portion of that distribution stream will have to be
supported by IDR payments requiring strong operational and
commercial execution by APL and ARP.

ATLS' proforma standalone leverage of 2.5x appears favorable.
However, on a fully consolidated basis, ATLS's leverage is very
high and will be around 5x at the end of 2013. While leverage
increased considerably at the underlying MLPs in the first half of
2013, Moody's expects credit metrics to improve through 2014 as
acquisitions are fully integrated and utilized. More debt-financed
acquisitions could derail the deleveraging goal.

The sustainability and growth in ATLS' distribution income are
highly contingent on ARP and APL's ability to execute and thrive
in their respective industries. ATLS' management team is committed
to financing growth at ARP and APL in a prudent manner. Since
2011, both MLPs have issued significant equity while making large
acquisitions and successfully raised debt and equity capital in a
timely manner.

Based on ATLS should have good liquidity through mid-2014.
Proforma for the $240 million term loan issue and revolver
repayment, the company will have about $50 million of cash on hand
and full availability under a $50 million committed borrowing base
revolving credit facility. The term loan agreement allows for an
incremental $25 million of borrowings if certain conditions are
met, which can provide additional liquidity, if needed. There is a
leverage covenant (maximum debt/EBITDA of 4.5x) in the term loan
agreement, which ATLS should be able to able to meet comfortably.

ATLS could be upgraded if one or both of ARP and APL are upgraded;
however, over the near term, ATLS' ratings will have greater
correlation with ARP's ratings given two-thirds of its
distribution earnings will come from ARP. An upgrade is also
possible if ATLS' leverage is reduced below 1x provided APL and
ARP's ratings hold at or above the levels. The ratings would come
under downward pressure if ATLS's standalone leverage
(distributions received/debt) remains above 3x over an extended
period or distributions are funded with debt causing the
distribution coverage ratio to fall below 1x.

The principal methodology used in this rating was the Global
Midstream Energy 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.

Atlas Energy, L.P. is a Delaware incorporated Master Limited
Partnership.


ATLAS ENERGY: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Philadelphia-based Atlas Energy L.P.
The outlook is stable.

At the same time, S&P assigned its 'B' issue rating to Atlas
Energy L.P.'s proposed $240 million senior secured term loan due
2019.  S&P also assigned a '3' recovery rating to the term loan,
indicating its expectation of meaningful (30% to 50%) recovery in
the event of a payment default.

The rating action follows Atlas Energy L.P.'s announcement that it
plans to enter into a $240 million secured term loan.  The company
will use proceeds from the transaction to fund repayment of
existing debts, to fund the purchase of natural gas producing
assets, to make an equity contribution to E&P subsidiary Atlas
Resource Partners L.P. (ARP), and for general corporate purposes.
Atlas and ARP entered into agreements with EP Energy to acquire
E&P properties with total proved reserves of 466 billion cubic
feet equivalent of natural gas.  Atlas will acquire about 45
million cubic feet equivalent of proved reserves for $67 million
as part of the transaction.

The stable outlook reflects S&P's expectation that Atlas' leverage
will remain moderate, providing a mitigant to the risks that are
associated with the E&P and natural gas gathering and processing
businesses, and the MLP structure.

"We would consider a downgrade if Atlas faced constrained
liquidity, if stand-alone debt to EBITDA increased to 4x without a
clear path to reduction, or if the credit quality of the company's
subsidiaries deteriorated.  We could consider raising Atlas'
rating if the ratings of its subsidiaries improved," said Standard
& Poor's credit analyst Ben Tsocanos.


ATP OIL & GAS: Lenders Given Interim Approval to Purchase Assets
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that ATP Oil & Gas Corp. secured the signature of the
bankruptcy judge on a July 9 order giving interim approval to sell
offshore oil and gas properties to secured lenders largely in
exchange for $580 million of the $792.5 million in debt they hold.

According to the report, the total value of the transaction is
more than $1.2 billion, taking into consideration liabilities the
lenders assume such as plugging wells, ATP's bankruptcy lawyer
Charles S. Kelley from Mayer Brown LLP in Houston said in an
interview.  Bankruptcy Judge Marvin Isgur in Houston was unable to
give final approval for the sale because the lenders haven't yet
formed the company to take ownership and thus were unable to make
the required showing of the ability to operate the properties as
required by law.  Following a later hearing where the lenders will
establish adequate assurance of performance, Judge Isgur will sign
a second order giving final approval for the sale.

The report notes that the transfer of title to the lenders is
scheduled for late August.  The lenders are providing $55 million
cash to pay creditors with liens on the assets ahead of the
lenders' claims.  ATP was compelled to sell the assets following
violations of covenants in the loan agreement financing the
Chapter 11 reorganization begun in August.

                           About ATP Oil

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

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

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

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

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

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


AVANTAIR INC: Austin Marxe Owns 29.5% of Shares as of June 28
-------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Austin W. Marxe and David M. Greenhouse
disclosed that, as of June 28, 2013, they beneficially owned
14,556,087 shares of common stock of Avantair, Inc., representing
29.5 percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/chTipH

                         About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.

For the nine months ended March 31, 2013, the Company incurred a
net loss attributable to common stockholders of $11.56 million on
$113.02 million of total operating revenue, as compared with a net
loss attributable to common stockholders of $5.43 million on
$131.51 million of total operating revenue for the same period a
year ago.

As of March 31, 2013, the Company had $78.25 million in total
assets, $125.11 million in total liabilities, $14.86 million in
series A convertible preferred stock, and a $61.72 million total
stockholders' deficit.

"If we cannot generate the required revenues and gross margin to
achieve profitability or obtain additional capital on acceptable
terms, we will need to substantially revise our business plan in
order to continue operations and an investor could suffer the loss
of a significant portion or all of his investment in our Company.
The factors described herein raise substantial doubt about our
ability to continue as a going concern," according to the
Company's quarterly report for the period ended March 31, 2013.


BANNING COMMUNITY: Fitch Affirms 'BB+' Tax Allocation Bonds Rating
------------------------------------------------------------------
Fitch Ratings has affirmed the following tax allocation bonds
(TABs) for Banning Community Redevelopment Agency, CA (the RDA):
-- $29.4 million TABs, series 2007 (Merged Downtown and Midway
Redevelopment Project), at 'BB+'.

The Rating Outlook is Stable.

SECURITY

The bonds are secured by tax increment collected within the sole
project area, net of a 20% low-moderate housing set-aside, county
charges, and various other statutory senior pass-through payments.

KEY RATING DRIVERS

TIGHT DEBT SERVICE COVERAGE: The below investment grade rating
largely reflects tight debt service coverage levels and
vulnerability to further assessed valuation (AV) declines. A very
small drop in AV could take coverage below 1.00 times (x) maximum
annual debt service (MADS) and increase the likelihood of a draw
on the cash-funded debt service reserve fund (DSRF).

PRESSURED TAX BASE: The Stable Outlook reflects Fitch's assessment
that the large, somewhat mature project area with good taxpayer
diversification is poised for long-term growth despite near-term
pressure following a 23% AV decline over the past four years and
outstanding appeals. County projections for 2% annual growth in AV
for fiscal 2014 and beyond appear somewhat reasonable as the
county's real estate market continues to recover.

MIXED SOCIO-ECONOMIC CHARACTERISTICS: The local economy is
characterized by a high but declining unemployment rate, low
income levels on a per capita basis, and an above-average
individual poverty rate.

SATISFACTORY AB 1X 26 IMPLEMENTATION: The city has been recognized
as a successor agency (SA) to the redevelopment agency. The rating
incorporates the expectation that the SA will continue its
satisfactory implementation of AB 1X 26 (dissolution legislation)
procedures. Several recognized obligation payment schedules (ROPS)
have been approved by the oversight board, county, and state, and
the SA has received timely and sufficient payments to cover
revenue bond debt service for fiscal years 2012-2014.

HOUSING REVENUE AVAILABILITY: The city, as SA, retains access to
housing set-aside revenues no longer restricted to this purpose
following the dissolution of redevelopment. Fitch's methodology
conservatively excludes such revenues from debt service coverage
calculations, as they are not pledged to debt service payment on
non-housing TABs. However, they appear to be available to the SA
should it require them for such purposes.

RATING SENSITIVITIES

COVERAGE CHANGES: The rating is highly sensitive to shifts in AV
given the tight coverage levels. While Fitch considers the
prospects for AV stabilization and/or slow expansion to be
reasonable given the generally improving county real estate
market, an unexpected AV decline could bring annual debt service
coverage to below 1.00x and trigger a draw on the DSRF. The 'BB+'
rating could withstand a marginal draw on the DSRF but would
likely be downgraded if revenue performance caused further draws
on, and/or inability to replenish, the DSRF.

CREDIT PROFILE

The city of Banning is located in western Riverside County, 84
miles east of downtown Los Angeles and 23 miles west of Palm
Springs, situated on the major I-10 distribution route.

The merged project area is large at 3,283 acres and makes up a
significant part of the city, encompassing 22% of the city's land
area and 35% of its population of almost 30,000. Riverside
County's socioeconomic characteristics are somewhat mixed. Per
capita money income is below-average while the individual poverty
rate is above-average. However, median household income is above-
average when compared to the national rate. While the city stands
to benefit from the return to growth in some of the region's
employment sectors, the county's unemployment rate remained a high
9.6% in April 2013 (down from 11.6% a year prior).

TAX BASE VULNERABILITY

The project area's historical AV growth was extremely high. This
was primarily due to a large amount of new development and price
increases spurred by the city's relative affordability and
accessibility to major surrounding employment centers. However,
the recession substantially lowered property prices and slowed new
development, causing AV to drop by 23% and incremental valuation
(IV) to fall sharply by 31% during fiscal years 2010 and 2013.

The rate of AV decline slowed to a minimal 0.5% in fiscal 2013,
suggesting the property market has reached bottom. The county is
projecting a 2% annual increase in fiscal 2014 and outyears. Such
a projection appears reasonable in light of countywide economic
improvement. However, for the project area, AV growth will more
likely result from increasing valuations on existing properties
than new development since little new construction is currently
slated. Increasing existing properties' valuations could add
impetus to appeals which in fiscal 2012 resulted in an AV loss of
$4.7 million, approximately 1% of the project area's AV.

The tax base is somewhat mature, with a fiscal 2013 IV to base
year AV ratio of 206% (down from a peak 299% in fiscal 2009). Due
to AV declines, fiscal 2012 total tax increment revenues declined
approximately 7% from fiscal 2011. The bulk of the project area's
property is secured (88.3%) and this secured property is well
diversified (66% commercial, 32% residential, and 2% vacant).
Taxpayer concentration is low, with the top 10 taxpayers
representing only 19% of fiscal 2013 IV.

POTENTIAL DEBT SERVICE COVERAGE PRESSURE

The majority of the SA's debt is its 2003 and 2007 parity TABs,
which amortize very slowly. Debt service coverage on the existing
parity TABs has shrunk to low levels with recent AV declines.
Fiscal 2013 ADS coverage is 1.08x without subordinated pass-
through payments. This is down from 1.47x in fiscal 2010 when AV
started to decline. MADS occurs in fiscal years 2016 and 2017 and
MADS coverage is projected to be only 1.05x in fiscal 2014. Debt
service payments decline slightly each year thereafter through
fiscal 2029 when the 2003 TABs finally mature, followed by much
lower annual debt service payments through fiscal 2038 when the
2007 TABs finally mature.

Fitch is concerned that even minor weakening of the property
market would negatively affect debt service coverage. Taking into
account the current rate of successful appeals, it would only take
another 2% AV decline to reduce MADS coverage to below 1.00x. This
assumes that subordinated pass-through payments are not made. A
draw on the cash-funded DSRF remains a possibility over the near
term. However, excess housing set-aside revenue, while not
factored into the rating, could be made available by the SA to
plug debt service shortfalls.

SATISFACTORY AB 1X 26 IMPLEMENTATION

The SA has successfully completed the July through December 2013
ROPS approval process with the state Department of Finance (DOF).
The SA has received a Finding of Completion letter from DOF,
acknowledging the successful completion of two due diligence
reviews.


BBX CAPITAL: Stockholders Elect Five Directors
----------------------------------------------
The annual meeting of shareholders BBX Capital Corporation was
held on July 9, 2013, at which the shareholders:

   (a) elected five directors, each for a term expiring at the
       Company's 2014 Annual Meeting of Shareholders, namely:
       (1) Norman H. Becker, (2) Steven M. Coldren, (3) Willis N.
       Holcombe, (4) Jarett S. Levan and Anthony P. Segreto;

   (b) approved the compensation of the Company's "named executive
       officers"; and

   (c) indicated "Every Three Years" as the desired frequency of
       future advisory votes on Executive Compensation.

Based on these results, and consistent with the recommendation of
the Company's Board of Directors that future shareholder advisory
votes on "named executive officer" compensation be conducted every
three years, the Company will conduct future shareholder advisory
votes on "named executive officer" every three years.

                         About BBX Capital

BBX Capital (NYSE: BBX), formerly known as BankAtlantic Bancorp,is
a diversified investment and asset management company.  The
business of BBX Capital includes real estate ownership, direct
acquisition and joint venture equity in real estate, specialty
finance, and the acquisition of controlling and non controlling
investments in operating businesses.

BBX Capital disclosing net income of $235.76 million in 2012, a
net loss of $28.74 million ncome in 2011 and a net loss of $143.25
million in 2010.  The Company's balance sheet at March 31, 2013,
showed $432.48 million in total assets, $198.13 million in total
liabilities and $234.35 million in total stockholders' equity.

                            *     *     *

As reported by the TCR on March 1, 2011, Fitch has affirmed its
current Issuer Default Ratings for BankAtlantic Bancorp and its
main subsidiary, BankAtlantic FSB at 'CC'/'C' following the
announcement regarding the regulatory order with the Office of
Thrift Supervision.

BankAtlantic has announced that it has entered into a Cease and
Desist Order with the OTS at both the bank and holding company
level.  The regulatory order includes increased regulatory capital
requirements, limits to the size of the balance sheet, no new
commercial real estate lending and improvements to its credit risk
and administration areas.  Furthermore, the holding company must
also submit a capital plan to maintain and enhance its capital
position.


BCBG MAX AZRIA: Guggenheim to Acquire Controlling Stake
-------------------------------------------------------
The Wall Street Journal's Suzanne Kapner and Emily Glazer report
that fashion designer Max Azria is in the final stages of
hammering out a deal that will ease his company's $685 million
debt load but likely will cost him control of the fashion house he
took a quarter-century to build.  WSJ relates that people familiar
with the discussions said the talks are likely to leave investment
firm Guggenheim Partners LLC with a controlling interest in BCBG
Max Azria Group Inc.  Mr. Azria is expected to stay on in an
advisory role, perhaps as chairman.  An agreement could be reached
in coming weeks, the people said.

The WSJ report notes closely held BCBG has hired investment bank
Blackstone Group LP and law firm Skadden, Arps, Slate, Meagher &
Flom LLP to advise the clothing company on its restructuring.  The
report relates about a third of BCBG's debt comes due in each of
three years beginning in 2014, according to Standard & Poor's.

The report says Guggenheim holds about $475 million of the
company's debt.  It is being advised by law firm Weil, Gotshal &
Manges LLP.

The report also notes people familiar with the situation said BCBG
has been on the block since at least last year and held talks with
private-equity firms TPG and Sycamore Partners this year.

In June 2012, S&P lowered its corporate credit rating on Vernon,
Calif.-based BCBG Max Azria Group Inc. to 'CCC' from 'CCC+'. The
outlook is negative.  S&P at that time also lowered the ratings on
the company's $230 million first-lien term loan to 'CCC' from
'CCC+'.

"The ratings on BCBG reflect Standard & Poor's view of the
company's 'weak' liquidity, as we believe the company breached
financial covenants for the fourth quarter of fiscal 2011 because
of weaker-than-previously-expected operating performance," said
S&P's credit analyst Helena Song. "However, we expect its revenue
base and operating performance to stabilize somewhat in fiscal
2012, as the company has completed its exit from the mass market
and the retail environment gradually improves."

"As a result, we believe that it is more likely for the company to
receive a covenant amendment than to enter into bankruptcy in the
next six months," S&P said.


BEAR STEARNS: Fund Liquidators Sue Credit-Rating Firms
------------------------------------------------------
Jeannette Neumann, writing for The Wall Street Journal, reported
that the collapse of two Bear Stearns Cos. hedge funds almost six
years ago was one of the precipitating events of the global
financial crisis. The fight over who was to blame rages on.

Liquidators for the two hedge funds sued the three major credit-
rating firms in New York State Supreme Court for allegedly
misrepresenting their independence and the accuracy of their
ratings, seeking $1.12 billion in damages, the report said, citing
a court filing.

According to the report, the filing related to the ratings appears
to be timed to beat the statute of limitations for fraud cases in
New York state, which is six years, say lawyers uninvolved in the
case. The rating firms -- Standard & Poor's Ratings Services,
Moody's Investors Service and Fitch Ratings -- began their en
masse downgrades of hundreds of securities backed by mortgages in
July 2007.

The liquidators allege the rating firms "intentionally and
knowingly misrepresented information concerning their
independence, the accuracy of their ratings, the quality of their
models, and the extent of their surveillance" on securities known
as collateralized-debt obligations and residential-mortgage-backed
securities, the report said.

The liquidators for the funds and their lawyers didn't return
repeated requests for comment, WSJ noted.

                        About Bear Stearns

New York City-based The Bear Stearns Companies Inc. (NYSE: BSC)
-- http://www.bearstearns.com/-- was a leading financial services
firm serving governments, corporations, institutions and
individuals worldwide.  The investment bank collapsed in 2008 and
was sold in a distressed sale to JPMorgan Chase in a transaction
backed by the U.S. government.

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. were open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.  On July 30,
2007, the Funds filed winding up petitions under the Companies Law
of the Cayman Islands.  Simon Lovell Clayton Whicker and Kristen
Beighton at KPMG were appointed joint liquidators.  The joint
liquidators filed for Chapter 15 petitions before the U.S.
Bankruptcy Court for the Southern District of New York the next
day.  On August 30, 2007, the Honorable Burton R. Lifland denied
the Funds protection under Chapter 15 of the Bankruptcy Code.


BELLISIO FOODS: S&P Rates $345MM Sr. Secured Credit Facilities 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Minneapolis-based Bellisio Foods Inc.  At the
same time, S&P assigned its 'B' issue-level ratings to the
company's proposed new $345 million senior secured credit
facilities and assigned a '3' recovery rating, indicating S&P's
expectation for meaningful (50% to 70%) recovery in the event of a
payment default.

"The ratings reflect our view of Bellisio's 'highly leveraged'
financial risk profile and 'vulnerable' business risk profile,"
said Standard & Poor's credit analyst Bea Chiem.

S&P understands that the term loan proceeds will be used to
refinance the company's existing $170 million term loan
($153.3 million outstanding as of April 21, 2013) and to fund
certain fees and expenses.  The delayed draw proceeds will be used
to fund the purchase of Overhill Farms for $84.8 million and to
refinance the company's $52 million mezzanine loan and $8 million
incremental mezzanine financing in December 2013 when prepayment
premiums are expected to be lower; the remaining delayed draw
proceeds of up to $20 million may be used for future acquisitions.

The outlook remains stable, reflecting S&P's expectation that
Bellisio will sustain adequate liquidity, continue to generate
positive free cash flow, and maintain leverage at or below 5x
(including $35 million of Class A membership interests as debt).


BERNARD L. MADOFF: 'Lackluster' Art Collection to be Auctioned
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Bernard Madoff's "lackluster" art collection will be
sold at auctions later this year.

Artists whose works are being sold include Jasper Johns, Roy
Lichtenstein, Andy Warhol and Henri Matisse. Sotheby's will sell
most of the art.  Stair Galleries will sell posters, carpets and
some decorative items.

The report discloses that the auctions will be conducted under
authority of the U.S. Bankruptcy Court where Madoff's personal
bankruptcy was combined with the liquidation of his firm, Bernard
L. Madoff Investment Securities Inc.

                      About Bernard L. Madoff

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

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

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

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

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

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


BEST BUY: Fitch Assigns 'BB-' Rating to $500MM Unsecured Notes
--------------------------------------------------------------
Fitch Ratings has assigned a rating of 'BB-' to Best Buy Co.,
Inc's (Best Buy) new 5% $500 million five-year senior unsecured
notes. The Rating Outlook is Negative. Proceeds will be used to
refinance the 6.75% $500 million notes maturing July 2013 and for
general corporate purposes.

Key Rating Drivers

The ratings reflect Fitch's expectation that top line and EBITDA
will remain under pressure through 2013. Fitch believes that,
despite having dominant market shares in many categories, it could
be difficult and expensive for Best Buy to retain its current
market share as price-conscious consumers gravitate toward the
lowest prices within the online and brick and mortar channels.

Business Model Risk: Best Buy has been struggling to defend its
share against the onslaught of competitive pressure from e-tailers
and discounters. Moreover, the online channel has grown faster,
and taken share away from, the bricks and mortar channel. As such,
Best Buy has seen negative comparable store sales (comps) for the
past six of eight quarters, while EBITDA declined 20% in 2012 and
38% in the first quarter of 2013 (excluding discontinued
operations related to Best Buy Europe).

Pricing Investments Hamper Margins: Best Buy is perceived to be
priced higher than its competition. As a result, the retailer
implemented a price-matching program beginning in the 2012 holiday
season, and is investing in sharper prices. Fitch expects Best Buy
will have to continue to invest in sharper prices to maintain
share over the intermediate term. However, it is unlikely that
volumes will increase enough to offset the lower pricing in the
near term, as it takes time for consumer perceptions to change.
Thus, sales and gross profit are expected to remain under pressure
in the coming 12-18 months.

Leverage Expected to Increase: Fitch expects EBITDA to be around
$1.7 billion in 2013, versus $2.4 billion in 2012 and $3 billion
in 2011 (excluding Best Buy Europe). As a result, adjusted
debt/EBITDAR is expected to increase to the mid-3.5x range in
2013. Fitch currently expects leverage could creep up to the 4.0x
range in 2014 on continued price investments, unless volume begins
to pick up meaningfully.

Liquidity Not a Present Concern: Best Buy had $908 million in cash
as of May 4, 2013 and full availability under its $2 billion
domestic credit facilities. Free cash flow (after dividends)
excluding material working capital swings is expected to be around
$300 million in 2013. However, adverse swings in working capital
compared to last year could leave Best Buy in a cash neutral
position on Fitch's EBITDA projections in 2013.

Rating Sensitivities

Negative Rating Action: A downgrade could be caused by the
following factors, individually or collectively: worse-than-
expected sales declines in the mid-single-digit range versus
Fitch's low single-digit-range projections; gross margin declines
similar to first-quarter levels of 190 bps, without any
significant offset from cost savings, thereby putting further
pressure on EBITDA; or adjusted leverage above the low-4x range.

Positive Rating Action: Fitch would need to see stabilization in
comps trends and EBITDA that are sustainable in order to revise
Best Buy's Outlook to Stable.

Fitch has assigned the following rating:

-- $500 million five-year senior unsecured notes 'BB-'.

Fitch rates Best Buy as follows:

-- Long-term IDR 'BB-';
-- Bank credit facilities 'BB-';
-- Senior unsecured 'BB-'.

The Rating Outlook is Negative.


BIOVEST INT'L: Implements Plan, Lenders Take Over Ownership
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Biovest International Inc. implemented the Chapter 11
reorganization plan on July 9 that the bankruptcy court in Tampa,
Florida, approved by signing a confirmation order on June 28.

According to the report, the plan gave ownership of the company to
secured lenders.  In confirming the plan, U.S. Bankruptcy Judge K.
Rodney May in Tampa, Florida, turned aside objections from the
official shareholders' committee and from the U.S. Trustee.  The
equity committee filed an appeal.

The report notes that it remains to be seen whether the appeal
survives consummation of the plan.  Under a theory known as
equitable mootness, appeals from plan approvals are often
dismissed because the appellate court believes it would be
impossible or impracticable to unwind a multitude of transactions
and distributions made when a plan is consummated.  Lenders Corps
Real LLC and Laurus/Valens Funds bought the business in exchange
for $44 million in debt.

                    About Biovest International

Biovest International, Inc. -- http://www.biovest.com/-- is an
emerging leader in the field of active personalized
immunotherapies.  In collaboration with the National Cancer
Institute, Biovest has developed a patient-specific, cancer
vaccine, BiovaxID(R), with three clinical trials completed,
including a Phase III study, demonstrating evidence of safety and
efficacy for the treatment of indolent follicular non-Hodgkin's
lymphoma.

Headquartered in Tampa, Florida, with its bio-manufacturing
facility based in Minneapolis, Minnesota, Biovest is publicly-
traded on the OTCQB(TM) Market with the stock-ticker symbol
"BVTI", and is a majority-owned subsidiary of Accentia
Biopharmaceuticals, Inc. (OTCQB: "ABPI").

Biovest, along with its subsidiaries, Biovax, Inc., AutovaxID,
Inc., Biolender, LLC, and Biolender II, LLC, filed for Chapter 11
bankruptcy protection (Bankr. M.D. Fla. Case No. 08-17796) on
Nov. 10, 2008.  Biovest emerged from Chapter 11 protection, and
its reorganization plan became effective, on Nov. 17, 2010.

Biovest International Inc., filed a petition for Chapter 11
reorganization (Bankr. M.D. Fla. Case No. 13-02892) on March 6,
2013, in Tampa, Florida.  The new bankruptcy case was accompanied
by a proposed reorganization plan supported by secured lenders
owed about $38.5 million.  Total debt is $44.9 million, with
assets listed in a court filing as being valued at $4.7 million.
About $5.4 million is owing to unsecured creditors, according to a
court paper.


BIRDSALL SERVICES: Trustee Seeks Liquidation Under Ch. 7
--------------------------------------------------------
Linda Chiem of BankruptcyLaw360 reported that bankrupt engineering
firm Birdsall Services Group Inc., which recently pled guilty to
criminal charges that it masked corporate campaign contributions
to be eligible for government contracts, asked the New Jersey
bankruptcy court to convert from Chapter 11 to Chapter 7.

According to the report, Birdsall's court-appointed trustee Edwin
H. Stier filed a motion seeking an order to convert the company's
Chapter 11 bankruptcy reorganization to Chapter 7 to allow for
liquidation, saying the $5.6 million sale of Birdsall's assets to
California engineering firm Partner Assessment Corp. closed in
June.

                    About Birdsall Services

Birdsall Services Group Inc., an engineering firm from Eatontown,
New Jersey, filed for Chapter 11 protection (Bankr. D.N.J. Case
No. 13-16743) on March 29, 2013, when the state attorney general
indicted the business and obtained a court order seizing the
assets.

Birdsall was accused by the state of violating laws prohibiting
so-called pay-to-play, where businesses make political
contributions in return for government contracts.  The state
charged that the company arranged for individuals to make
contributions and then reimbursed the employees.  A company
officer pleaded guilty last year to making political contributions
disguised to appear as though made by individuals.

The Chapter 11 petition filed in Trenton, New Jersey, disclosed
assets of $41.6 million and liabilities totaling $27 million.
Debt includes $3.6 million owing to a bank on a secured claim and
$2.4 million in payables to trade suppliers.

In April 2013, Birdsall reached a $3.6 million settlement that
ended New Jersey's opposition to the company's bankruptcy and
resolves the state's lawsuit aiming to seize Birdsall's assets.
As part of the settlement, Edwin Stier, a member of Stier
Anderson, was appointed as Chapter 11 trustee for Birdsall.


BLOCKBUSTER INC: Weil's Expenses Draw Objection From Trustee
------------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that The U.S. trustee
overseeing the bankruptcy of Blockbuster Inc. lodged an objection
to Weil Gotshal & Manges LLP's bid for reimbursement of certain
out-of-pocket expenses, taking issue with hours billed for
timekeepers and other costs.

According to the report, U.S. Trustee Tracy Hope Davis said she
has identified several time entries by "transitionary timekeepers"
who worked on the bankruptcy through May 2013, but Weil's expense
application fails to explain why the service of these timekeepers
was necessary and benefited the estate.

                      About Blockbuster Inc.

Blockbuster Inc., the movie rental chain with a library of
more than 125,000 titles, along with 12 U.S. affiliates,
initiated Chapter 11 bankruptcy proceedings with a pre-arranged
reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No.
10-14997) on Sept. 23, 2010.  It disclosed assets of $1 billion
and debts of $1.4 billion at the time of the filing.

Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil,
Gotshal & Manges, serve as counsel to the U.S. Debtors.
Rothschild Inc. is the financial advisor.  Alvarez & Marsal is the
restructuring advisor with A&M managing director Jeffery J.
Stegenga as chief restructuring officer.  Kurtzman Carson
Consultants LLC is the claims and notice agent.  The Official
Committee of Unsecured Creditors retained Cooley LLP as its
counsel.

In April 2011, Blockbuster conducted a bankruptcy court-sanctioned
auction for all the assets.  Dish Network Corp. won with an offer
having a gross value of $320 million.  The Debtor changed its name
from Blockbuster Inc. to BB Liquidating Inc. after Dish purchased
all assets, including the trade name.


BLUE BUFFALO: S&P Raises Sr. Secured Debt Rating From 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on Blue
Buffalo Co. Ltd. by one notch to 'B+' from 'B' and assigned a
stable outlook.  At the same time, S&P raised its senior secured
debt rating for Blue Buffalo to 'BB' from 'B+', and revised its
recovery rating to '1' from '2', indicating its expectation of
very high (90-100%) recovery in the event of a payment default,
given the company's increased EBITDA levels.

"Blue Buffalo's financial risk profile has improved, and we expect
the company to maintain adjusted leverage below 3x and a ratio of
adjusted funds from operations to debt of about 20% through year-
end 2013, while maintaining adequate liquidity," said Standard &
Poor's credit analyst Jeffrey Burian.  "Despite ongoing
reinvestment in its business, the company is likely to sustain its
improved operating performance and high margins, while continuing
to increase its cash flow."

"Our ratings on Blue Buffalo reflect our view that the company's
financial risk profile is "aggressive" and its business risk
profile is "vulnerable."  Key credit factors in our business risk
assessment include its narrow product focus; customer, supplier,
geographic, and brand name concentration; and the company's small
size relative to its financially stronger and larger competitors
within its broader industry sector.  We also considered Blue
Buffalo's good market position and participation in the faster-
growing natural segment of the U.S. pet food industry, as well as
the somewhat nondiscretionary and recession-resistant nature of
pet food," S&P added.

S&P's assessment of Blue Buffalo's aggressive financial risk
profile reflects the company's declining leverage yet very
aggressive financial policy relating to its controlling ownership
by a financial sponsor.


BONDS.COM GROUP: Kazazian Held 10.5% Equity Stake at June 25
------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Kazazian Asset Management, LLC, and its affiliates
disclosed that, as of June 25, 2013, they beneficially owned
28,571 shares of common stock of Bonds.com Group, Inc.,
representing 10.5 percent of the shares outstanding.  A copy of
the regulatory filing is available for free at http://is.gd/sx4JYx

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc., an inventory of more than 35,000 fixed income securities
from more than 175 competing sources.  Asset classes currently
offered on BondStation and BondStationPro, the Company's fixed
income trading platforms, include municipal bonds, corporate
bonds, agency bonds, certificates of deposit, emerging market
debt, structured products and U.S. Treasuries.

Bonds.com Group disclosed a net loss of $6.98 million in 2012, as
compared with a net loss of $14.45 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $8.36 million in total
assets, $5.75 million in total liabilities and $2.60 million in
total stockholders' equity.

EisnerAmper LLP, in New york, 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 a working capital deficiency and a
stockholders' deficiency that raise substantial doubt about its
ability to continue as a going concern.


BRADFORD HOLDINGS: Case Summary & 2 Unsecured Creditors
-------------------------------------------------------
Debtor: Bradford Holdings LLC
        6188 W Edison Ln
        Bow, WA 98232

Bankruptcy Case No.: 13-16214

Chapter 11 Petition Date: July 5, 2013

Court: United States Bankruptcy Court
       Western District of Washington (Seattle)

Judge: Marc Barreca

Debtor's Counsel: Matthew W Anderson, Esq.
                  LAW OFFICES OF MATTHEW W. ANDERSON, PLLC
                  119 1st Ave S Ste 320
                  Seattle, WA 98104
                  Tel: (206) 812-9570
                  Fax: (888) 293-0775
                  E-mail: manderson@mwa-law.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 two largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/wawb13-16214.pdf

The petition was signed by David Cavanaugh, member/manager.


CABLEVISION SYSTEMS: Fitch Affirms 'BB-' Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has affirmed the 'BB-' Issuer Default Rating (IDR)
assigned to Cablevision Systems Corporation (CVC) and its wholly
owned subsidiary CSC Holdings LLC (CSCH). In addition, Fitch has
affirmed specific issue ratings assigned to CVC and CSCH as
outlined below. The Rating Outlook for all of CVC and CSCH's
ratings has been revised to Negative from Stable. As of March 31,
2013, CVC had approximately $10.1 billion of debt outstanding on a
consolidated basis.

Key Rating Drivers

-- CVC's credit and operating profile weakly position the company
   within the current rating category.

-- The negative rating outlook encompasses a likely delay in
   expected improvement of CVC's credit profile.

-- Fitch's expectation for near term debt reduction supports the
   current ratings.

The Negative Outlook incorporates Fitch's belief that CVC's credit
profile will be weakly positioned within the current ratings as
the company attempts to offset rising programming and employee
compensation costs with price increases and operational efficiency
initiatives aimed at accelerating revenue growth and improving
EBITDA margins. The low EBITDA margins coupled with higher capital
expenditures will hamper the company's ability to deliver positive
free cash flow during 2013 and result in leverage that is beyond
expectations for the current rating category.

Programming cost inflation and higher employee related
compensation expense represent a significant and likely permanent
shift in CVC's cost structure. Fitch believes that CVC will
struggle to offset these incremental costs with price increases
and cost initiatives resulting in EBITDA margins that lag its peer
group. CVC lacks sufficient pricing power to pass the entire
amount of programming costs increases on to its subscriber base,
resulting in EBITDA margin pressure. CVC expects double digit
programming cost inflation will remain with the company through
the balance of 2013 and into 2014.

Positively, in addition to pricing initiatives put in place during
the first half of 2013, CVC plans to partially offset the cost
inflation by driving costs out of other parts of its cost
structure through reducing the transaction volume of its business
and improve operational efficiencies. These actions are expected
to lead to double digit sequential EBITDA growth during the second
quarter and enhanced EBITDA margins for the remainder of 2013.

Programming costs during first quarter 2013 (1Q'13) increased 12%
over the same period last year due primarily to contractual rate
increases, higher retransmission consent fees and the incremental
programming costs related to the launch of new cable networks such
as the NFL Network (3Q'12 launch) and additional foreign language
programming.

CVC anticipates capital expenditures will remain elevated compared
to historical levels during 2013, but overall spending will be
lower than 2012. Fitch expects capital expenditure priorities
include the expansion of CVC's WI-FI network overlay including
along key train routes and stations during 2013. Additionally, the
company has upgraded its cable head-ends to facilitate the launch
of its DVR Plus service. This service is the company's remote
storage or cloud based DVR service. Lastly, the company is in the
process of deploying its Optimum Programming Guide to its
subscriber base. CVC intends to expand deployment of the guide
during the course of 2013. The increased level of investment,
while prudent from a competitive standpoint, together with the
company's lackluster operating profile will diminish free cash
flow generation relative to Fitch's prior expectations.

CVC's leverage on a consolidated basis increased to 5.9x during
the last 12 month (LTM) period ended March 31, 2013 when adjusted
for the sale of Bresnan Broadband Holdings (Bresnan) and storm
related costs. Fitch believes CVC management has the intent and
capacity to reduce outstanding debt during 2013. Fitch estimates
that CVC received approximately $865 million of cash from the
Bresnan sale (proceeds after Bresnan debt repayment) and the
finial allocation of cash from the Voom litigation settlement. The
company has not disclosed the intended use of the cash, but Fitch
expects a meaningful portion to be used for debt reduction.
Depending on the level of debt reduction Fitch believes CVC's
leverage metric can range between 6.5x and 6.0x as of year-end
2013 before strengthening somewhat to range between 5.9x and 5.5x
as of year-end 2014.

Fitch considers CVC's liquidity position and overall financial
flexibility to be adequate given the current rating. The company's
liquidity position is supported by cash on hand and available
borrowing capacity from CSC Holdings, LLC's (CSCH) $1.5 billion
revolver (expires April 2018). All $1.5 billion of borrowing
capacity was available from CSCH's revolver as of March 31, 2013.
In addition the company's liquidity is boosted by the $800 million
of cash received from the sale of Bresnan Cable and the final
allocation of the VOOM Litigation Settlement proceeds. During the
short term, CVC's financial flexibility is constrained somewhat by
management's decision to increase capital spending to improve
operations and position the company for long-term success. The
increased capital spending along with higher programming and
compensation expenses will hamper the company's ability to
continue generating free cash flow at a level commensurate with
historical levels. Fitch does not expect the company to produce
positive free cash flow during 2013 and believes that the company
will generate nominal free cash flow (1% free cash flow margin)
during 2014.

CVC refinanced its credit facility during April 2013 extending its
maturity profile and reducing the volume of maturities between
2013 and 2016. Scheduled maturities (excluding collateralized
monetization transactions) consist of $32 million during the
remainder of 2013, $273 million during 2014 and $183 million in
2015.

CVC's conservative posture related to its share repurchase program
while maintaining a consistent dividend is positive for the
company's credit profile. Share repurchases were curtailed to
$188.6 million during 2012 (versus $555.8 million in 2011) and the
company did not repurchase any shares during the 1Q'13. As of
March 31, 2013, the company had $455.3 million of availability
remaining under its stock repurchase program.

Rating Sensitivities:

Key considerations that can lead to a stabilization of the current
ratings include but are not limited to:

-- Further strengthening of the company's credit profile and a
   sustained reduction of leverage to below 5.5x.

-- Clear indications that pricing and cost reduction initiatives
   are producing desired revenue growth acceleration and EBITDA
   margin expansion.

-- Positive free cash flow generation.

-- Cablevision demonstrating that its operating profile will not
   materially decline in the face of competition and the soft
   economic recovery.

Negative ratings actions would likely coincide with:

-- The company's inability to realize the expected benefits of
   its operating strategies and strengthen its operating profile.
   Specifically, Fitch will be looking for mid-single-digit ARPU
   growth, cable segment operating margins returning to the mid-
   to-high 30% range and positive free cash flow generation.

-- Fitch's belief that CVC's consolidated leverage will remain
   above 5.5x in the absence of a clear path to de-lever the
   company will likely spur a negative rating action.

-- The re-initiation of aggressive share repurchases while
   leverage remains elevated.

-- CVC's determination to use cash proceeds from the sale of
   Bresnan and Voom litigation settlement proceeds for a
   purpose other than meaningful debt reduction.

Fitch has affirmed the following ratings with a Negative Outlook:

Cablevision Systems Corporation

-- IDR at 'BB-';
-- Senior unsecured debt at 'B-'.

CSC Holdings LLC

-- IDR at 'BB-';
-- Senior secured credit facility at 'BB+';
-- Senior unsecured debt at 'BB'.


CAESARS ENTERTAINMENT: Bank Debt Trades at 10% Off
--------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc., is a borrower traded in the secondary market
at 89.61 cents-on-the-dollar during the week ended Friday, July
12, 2013 according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
an increase of 1.20 percentage points from the previous week, The
Journal relates.  Caesars Entertainment Inc. pays 525 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 1, 2018.  The bank debt carries Moody's B3 rating and
Standard & Poor's B- rating.  The loan is one of the biggest
gainers and losers among 234 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                      About Caesars Entertainment

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

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

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

                           *     *     *

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

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

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

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


CAFE CNN: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Cafe CNN Market, Inc.
        15408 Northern Blvd, Ste 2A
        Flushing, NY 11354

Bankruptcy Case No.: 13-44152

Chapter 11 Petition Date: July 5, 2013

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

Judge: Nancy Hershey Lord

Debtor's Counsel: Lawrence F. Morrison, Esq.
                  THE MORRISON LAW OFFICES, P.C.
                  87 Walker Street Floor 2
                  New York, NY 10013
                  Tel: (212) 620-0938
                  Fax: (646) 390-5095
                  E-mail: morrlaw@aol.com

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

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

A copy of the Company's list of its 17 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/nyeb13-44152.pdf

The petition was signed by Lee Hee Yang Pak, president.


CAPITOL BANCORP: Committee Objects to Investment Banker Employment
------------------------------------------------------------------
BankruptcyData reported that Capitol Bancorp's official committee
of unsecured creditors filed with the U.S. Bankruptcy Court an
objection to the motion of River Branch Capital for entry of an
order authorizing its employment as investment banker for the
Debtors.

The committee explains, "By its Motion, River Branch Capital LLC
('River Branch') asks this court to enter an order approving an
application filed -- and effectively abandoned -- by the Debtors
six months ago. River Branch does not have standing to move for
its own retention as investment banker to the Debtors, as the
United States Bankruptcy Code (the 'Bankruptcy Code') and the
Federal Rules of Bankruptcy Procedure (the 'Bankruptcy Rules')
invest that power solely in the Debtors. As an apparent
alternative to its actual retention, River Branch seeks allowance
as an administrative expense of fees and expenses in the amount of
$124,942.00, of which $100,000.00 represents a fee earned entirely
for prepetition services to CBC and FCC (who, at that time, were
not debtors in bankruptcy proceedings). River Branch has not met
its burden of proving that the fees and expenses requested are
entitled to administrative expense status under the Bankruptcy
Code and Sixth Circuit case law. Fees earned prior to the petition
date cannot be granted administrative expense status, and River
Branch has not demonstrated that its services benefited the
estates. Indeed, at this point, the agreements between River
Branch and the Debtors are nothing more than unassumed executory
contracts, which cannot be enforced by River Branch, and which
have now expired by their own terms. Finally, the Motion is not
timely, as River Branch seeks retroactive approval of its
employment reaching back approximately eleven months. For all
these reasons, the Motion must be denied," the report said, citing
court documents.

                       About Capitol Bancorp

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

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

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

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

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

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


CENGAGE LEARNING: Hiring Approvals Sought
-----------------------------------------
BankruptcyData reported that Cengage Learning filed with the U.S.
Bankruptcy Court motions to retain:

   -- Kirkland & Ellis and Kirkland & Ellis International
(Contact: Jonathan S. Henes) as attorney at these hourly rates:
partner at $655 to $1,150, of counsel at $450 to $1,150, associate
at $430 to $790 and paraprofessional at $150 to $335;

   -- Alvarez & Marsal North America (Contact: William C.
Kosturos) as restructuring advisor at these hourly rates: for
restructuring & general services - managing director at $675 to
$875, director at $475 to $675, analyst/associate at $275 to $475;
for claims management services - managing director at $650,
director at $450 to $550, analyst/consultant at $275 to $390; and

   -- Lazard Freres & Co. (Contact: David S. Kurtz) as investment
banker for a monthly fee of $200,000 and a restructuring fee,
payable upon consummation of a restructuring, of $10 million.

                      About Cengage Learning

Stamford, Connecticut-based Cengage Learning --
http://www.cengage.com/-- provides innovative teaching, learning
and research solutions for the academic, professional and library
markets worldwide.  Cengage Learning's brands include
Brooks/Cole, Course Technology, Delmar, Gale, Heinle, South
Western and Wadsworth, among others.  Apax Partners LLP bought
Cengage in 2007 from Thomson Reuters Corp. in a $7.75 billion
transaction.  The acquisition was funded in part with $5.6 billion
in new debt financing.

Cengage Learning Inc. filed a petition for Chapter 11
reorganization (Bankr. S.D.N.Y. Case No. 13-bk-44106) on July 2,
2013, in Brooklyn, New York, after signing an agreement where
holders of $2 billion in first-lien debt agree to support a
reorganization plan.  The plan will eliminate more than $4 billion
of $5.8 billion in debt.

First-lien lenders who signed the so-called plan-support agreement
include funds affiliated with BlackRock Inc., Franklin Mutual
Adviser LLC, KKR & Co. and Oaktree Capital Management LP.  Second-
lien creditors and holders of unsecured notes aren't part of the
agreement.

The Debtors have tapped Kirkland & Ellis LLP as counsel, Lazard
Freres & CO. LLC as financial advisor, Alvarez & Marsal North
America, LLC, as restructuring advisor, and Donlin, Recano &
Company, Inc., as claims and notice agent.


CHAMPION INDUSTRIES: Unit Sells Newspaper Operations for $10MM
--------------------------------------------------------------
Champion Industries, Inc.'s wholly owned subsidiary Champion
Publishing sold substantially all the assets of its newspaper
operations headquartered in Huntington, West Virginia, to HD Media
Company, LLC, pursuant to an Asset Purchase Agreement among
Champion, Seller and Buyer dated July 12, 2013.  This entity
includes as an investor Mr. Douglas Reynolds, son of Chairman &
CEO Marshall T. Reynolds.

Champion's investment advisor had conducted a nationwide marketing
process for the sale of the Herald-Dispatch, which resulted in one
other current offer.  Champion's board of directors, in
consultation with its independent advisors, determined that Mr.
Douglas Reynolds' offer was the better offer both in terms of
price and conditions.  The Seller received $10,000,000 or
approximately $9,700,000 net of selling commissions and pro-rated
taxes.  The proceeds of this transaction will be utilized to pay
down term debt and the revolving credit line at the discretion of
the Administrative Agent.

The Agreement contains representations and warranties, covenants
and indemnification provisions common to transactions of its
nature.

                    About Champion Industries

Champion Industries, Inc., is engaged in the commercial printing
and office products and furniture supply business in regional
markets east of the Mississippi River.  The Company also publishes
The Herald-Dispatch daily newspaper in Huntington, West Virginia
with a total daily and Sunday circulation of approximately 23,000
and 28,000.

Arnett Foster Toothman PLLC, in Charleston, West Virginia,
expressed substantial doubt about Champion Industries' ability to
continue as a going concern following the fiscal 2012 annual
results.  The independent auditors noted that the Company has
suffered recurring losses from operations and has been unable to
obtain a longer term financing solution with its lenders.

The Company reported a net loss of $22.9 million in fiscal year
ended Oct. 31, 2012, compared with a net loss of $4.0 million in
fiscal 2011.  Champion reported a $3.5 million net loss for the
quarter ended Jan. 31 on revenue of $22.6 million.

As of April 30, 2013, the Company had $41.96 million in total
assets, $47.70 million in total liabilities and a $5.74 million
total shareholders' deficit.


COACH AMERICA: Settles Bridgestone's $1MM Tire Claim
----------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that in a major step
toward closing its Chapter 11 case, the estate of Coach America
Inc. settled a dispute with Bridgestone Americas Tire Operations
LLC over $1 million for tires Bridgestone says kept the bus
company rolling while it was looking to sell.

According to the report, under the settlement announced during a
hearing in the U.S. Bankruptcy Court for the District of Delaware,
Bridgestone will get $400,000 from a nearly $1.2 million sum the
estate had set aside in reserve over the dispute.

When Judge Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware entered an order dismissing the Chapter 11
cases of the Coach America and its debtor affiliates, a holdback
amount is reserved to pay, among other things, the ordinary course
trade payables to Bridgestone Americas, incurred by the Debtors
between the Petition Date and the closing date of the last sale of
the Debtors' assets.

                        About Coach America

Coach America -- http://www.coachamerica.com/-- was the largest
tour and charter bus operator and the second largest motorcoach
service provider in the U.S.  Coach America operated the second
largest fleet in the U.S. with over 3,000 vehicles, including over
1,600 motorcoaches, primarily under the Coach America, American
Coach Lines and Gray Line brands.

Coach America Holdings Inc. and its U.S.-based subsidiaries filed
to reorganize under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
D. Del. Lead Case No. 12-10010) on Jan. 3, 2012.  Judge Kevin
Gross presides over the case.  Coach America's investment banker
is Rothschild Inc., legal counsel are Lowenstein Sandler PC and
Polsinelli Shughart, and its financial advisor is Alvarez & Marsal
North America LLC.  BMC Group Inc. serves as the Debtors' notice,
claims and balloting agent.

Coach America disclosed $274 million in assets and $402 million in
liabilities as of Nov. 30, 2011.  Liabilities include $318.7
million owing on first-lien debt with JPMorgan Chase Bank NA as
agent.  Second-lien debt, with Bank of New York Mellon Corp. as
agent, is $30.5 million.

Attorneys for JPMorgan, as Prepetition First Lien Agent and DIP
Agent, are Brian M. Resnick, Esq., at Davis Polk & Wardwell LLP;
and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.

In February 2012, Coach America named Laura Hendricks, the
company's vice president for business development, as its new
chief executive.

Judge Kevin Gross, in June 2013, entered an order dismissing the
Chapter 11 cases of Coach Am Group Holdings Corp., et al.


COUDERT BROTHERS: Jones Day, Dechert Deny They Owe Partner Profits
------------------------------------------------------------------
Kurt Orzeck of BankruptcyLaw360 reported that Jones Day and
Dechert LLP told the Second Circuit they didn't owe Coudert
Brothers LLP any profits for handling client matters pending on
the bankrupt firm's dissolution date, because New York state law
doesn't give Coudert property rights over the matters.

According to the report, while Coudert's former partners worked on
the unfinished matters when they joined Jones Day and Dechert, the
matters were no longer Coudert's business, since they were billed
on an hourly basis and the clients chose new representation.

                      About Coudert Brothers

Coudert Brothers LLP was an international law firm specializing in
complex cross-border transactions and dispute resolution.  The
firm had operations in Australia and China.  Coudert filed for
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on
Sept. 22, 2006.  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor
in its restructuring efforts.  Brian F. Moore, Esq., and David J.
Adler, Esq., at McCarter & English, LLP, represented the Official
Committee of Unsecured Creditors.  Coudert scheduled total assets
of $30.0 million and total debts of $18.3 million as of the
Petition Date.  The Bankruptcy Court in August 2008 signed an
order confirming Coudert's chapter 11 plan.  The Plan contemplated
on paying 39% to unsecured creditors with $26 million in claims.


DENTAL CARE: A.M. Best Affirms 'B' Financial Strength Rating
------------------------------------------------------------
A.M. Best Co. has upgraded the issuer credit rating (ICR) to "bb+"
from "bb" and affirmed the financial strength rating of B (Fair)
of Dental Care Plus, Inc. (DCP) (Cincinnati, OH).  The outlook for
both ratings is positive.

The ICR upgrade reflects DCP's positive operating performance and
improved capitalization.  DCP reported favorable underwriting net
income in 2012, reflecting the company's highest historical
operating performance.  Risk-adjusted capital scores improved
noticeably in 2012 as a result of favorable earnings and moderate
premium revenue increases over the last two years.  Furthermore,
DCP's capitalization also improved in 2012, due to the significant
amount of accreted earnings and a capital contribution of
$300,000.

Offsetting these positive rating factors is the highly competitive
business environment in which DCP operates, where both local and
national multiline insurers vie for the profitable dental
business.  DCP's business is concentrated in Ohio.  However, the
company has made strides to improve the quality of its membership
mix and to increase market penetration in the surrounding states
of Indiana and Kentucky, where it holds operating licenses.
Efforts to diversify product designs and to strengthen its
information and technology infrastructure are also well on the
way.  DCP is hedging its exposure to small group membership
depletion by developing individual dental products and entering
into relationships with other like-minded provider systems.  DCP
also has lent its expertise to various organizations instrumental
in the formation of policies for health exchanges, which forms the
basis for the new health care reform business environment.

Key rating drivers that could lead to positive rating actions for
DCP include continued favorable trends in revenues and earnings,
capital growth and improvement in the loss ratio.  Key factors
that could lead to negative rating actions include loss of
membership, unfavorable operating performance or weakened risk-
adjusted capital.


DETROIT, MI: City Workers, Retirees Push Back on Pensions
---------------------------------------------------------
Reuters reported that with the threat of a city bankruptcy
looming, Detroit city workers and retirees are pushing back
against the state-appointed emergency manager, filing lawsuits to
limit his options and refusing to accept demands to keep details
of their discussions secret.

According to the report, one lawsuit, filed in Ingham County
Circuit Court in the state capital Lansing, seeks to stop Governor
Rick Snyder from allowing the emergency manager, Kevyn Orr, to
file Chapter 9 municipal bankruptcy. That lawsuit claims Orr's
plan to significantly cut vested pensions would violate strong
protections in the Michigan constitution for retirement benefits
of public-sector workers.

A second Detroit employee lawsuit challenges the 2012 Michigan law
that created the emergency manager position, the report related.

In his June 14 proposal to creditors, Orr listed pensions as
unsecured debt of the city, the report recalled.  Payment on
pensions, retiree healthcare and $641 million of general
obligation bonds all would be made from the city's proceeds from
$2 billion of notes Orr plans to sell as part of his restructuring
plan.

The plan, if enacted, would be expected to result in significant
cuts in pension payments, the report said.  Although the city
currently lists $643.7 million in unfunded pension liabilities,
Orr in his report said the number is closer to $3.5 billion if
"more realistic assumptions" are taken into account.


E-DEBIT GLOBAL: Deploys "E-Debit/Winsoft" E-Payment Platform
------------------------------------------------------------
E-Debit Global Corporation announced the deployment of the E-
Debit/Winsoft Electronic Payment Software Platform

"In furtherance to guidance issued at our last shareholder meeting
and the Corporation's recently announced reorganization of
holdings across the subsidiary spectrum, we are well underway in
the process of maximizing the value of our current subsidiary
assets in order to further those substantial business and
corporate platforms which the Corporation has developed over the
past seven years," advises Doug Mac Donald, the Corporation's
president and CEO.

"Our most recent announcements of our financial and operational
partnering effort has allowed for the expansion and growth of our
subsidiary business operations which allows for the Corporation to
move back to our originating business model which was and will now
continue to be the supplying of value added investment and
management support needed to build and grow the great
opportunities which we believe meet or will exceed our
expectations within the financial services business segment.

Our strength has been our ability to supply or bring this support
to our current subsidiaries and then hand over the ongoing daily
business operations to a motivated ownership and management group
while retaining a continual equity and revenue position for the
Corporation's participation in the development of the business
operations.

With the recent partner participation of electronic payment and
card product systems developer, Winsoft Technology Solutions Inc.
we have the technology partner which is necessary to build on the
payment platform which the Corporation's E-Debit International
Inc. subsidiary has been developing and allows for the expansion
of the E-Debit card product program and our other gift platforms
which we have held in development during the past several years.

Since our partnership announcement on May 31, 2013 we are pleased
to announce the deployment of our joint venture e-debit electronic
payment software platform to facilitate acceptance of the "e-
debit" brand debit card with our wholly owned switch operations
Westsphere Systems Inc.

There has been a major market transition occurring in the
historical debit and credit card market place, and with chip based
EMV introduction into the VISA, MasterCard and Canadian Interac
networks our joint venture electronic payment platform has given
E-Debit the opportunity to maximize the value of our participation
within this business segment.  The significance of this
development will be substantial to the Corporation and will be
immediately felt," added Mr. Mac Donald.

                       About E-Debit Global

Calgary, Canada-based E-Debit Global Corporation's primary
business is the sale and operation of cash vending (ATM) and point
of sale (POS) machines in Canada.

As reported in the TCR on April 23, 2012, Schumacher & Associates,
Inc., in Littleton, Colorado, expressed substantial doubt about E-
Debit Global's ability to continue as a going concern, citing the
Company's net losses for the years ended Dec. 31, 2012, and 2011,
and working capital and stockholders' deficits at Dec. 31, 2012,
and 2011.

The Company's balance sheet at March 31, 2013, showed
US$1.2 million in total assets, US$3.4 million in total
liabilities, and a stockholders' deficit of US$2.2 million.


EAST COAST BROKERS: Gerard McHale Named Chapter 11 Trustee
----------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
approved the appointment of a chapter 11 trustee for East Coast
Brokers & Packers, Inc., et al.

On June 20, 2013, the U.S. Trustee appointed Gerard A. McHale, Jr.
to serve as Chapter 11 trustee, and upon application by the U.S.
Trustee, on June 21, the appointment was approved by the Court.

With the appointment of a Chapter 11 trustee, the Court on July 2
entered an order ruling that a separate request by the U.S.
Trustee for a Chapter 11 trustee or dismissal is "denied as moot."
The judge also ruled that the motion filed by MLIC Asset Holdings
LLC and MLIC CB Holdings LLC to terminate the Debtor's exclusivity
and the Debtor's motion to extend its deadline to file a plan are
"denied as moot."

The MLIC entities had asked the Bankruptcy Court to appoint a
Chapter 11 trustee, or, in the alternative, dismiss the Debtors'
Chapter 11 cases.  According to the MLIC entities, the Debtors,
among other things, had mishandled the potential rents from
employees, failed to pay taxes, failed to maintain insurance, has
inadequate security regarding the Debtors' personal and real
property, and delayed the filing of schedules and reports required
under the Bankruptcy Code.

                   About East Coast Brokers

East Coast Brokers & Packers, Inc., along with four related
entities, sought Chapter 11 protection (Bankr. M.D. Fla. Case No.
13-02894) in Tampa, Florida, on March 6, 2013.  East Coast Brokers
& Packers disclosed $12,663,307 in assets and $75,181,975 in
liabilities as of the Chapter 11 filing.  Scott A. Stichter, Esq.,
at Stichter, Riedel, Blain & Prosser, in Tampa, serves as counsel
to the Debtors.


EAST COAST BROKERS: Ch.11 Trustee Taps Own Firm as Accountant
-------------------------------------------------------------
Gerard A. McHale, Jr., the duly appointed and acting Chapter 11
Trustee for East Coast Brokers & Packers, Inc., et al., asks the
Bankruptcy Court for permission to employ his own firm, Gerard A.
McHale, Jr., P.A., as accountants.

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

   a. review of all financial information prepared by Debtors or
      their accountants, including, but not limited to a review of
      all of the Debtors' financial information as of the date of
      the Petition Date, the Debtors' assets and liabilities, and
      their secured and unsecured creditors;

   b. review and analysis of the organizational structure of and
      financial interrelationships among the Debtors and their
      affiliates and insiders, including a review of the books of
      such companies or persons as may be requested; and

   c. review and analysis of transfers to and from the Debtors to
      third parties, both pre-petition and post-petition.

McHale PA has agreed to perform those services at the ordinary and
usual hourly billing rates of its members who will perform
services in this matter.  McHale PA will incur out-of-pocket
disbursements in the rendition of the services for which it shall
seek reimbursement.

The Trustee says that McHale PA neither holds nor represents any
interest adverse to the estates in the matters upon which it is to
be employed, is a "disinterested person" as that term is defined
by 11 U.S.C. Sec. 101 (14) and 327(a) and (d), and its employment
would be in the best interests of the estates and their creditors.

                   About East Coast Brokers

East Coast Brokers & Packers, Inc., along with four related
entities, sought Chapter 11 protection (Bankr. M.D. Fla. Case No.
13-02894) in Tampa, Florida, on March 6, 2013.  East Coast Brokers
& Packers disclosed $12,663,307 in assets and $75,181,975 in
liabilities as of the Chapter 11 filing.  Scott A. Stichter, Esq.,
at Stichter, Riedel, Blain & Prosser, in Tampa, serves as counsel
to the Debtors.

In June 2013, the bankruptcy court approved the appointment of
Gerard A. McHale, Jr. to serve as Chapter 11 trustee.  MLIC Asset
Holdings LLC and MLIC CB Holdings LLC asked the Bankruptcy Court
to appoint a Chapter 11 trustee, or, in the alternative, dismiss
the Debtors' Chapter 11 cases.  According to the MLIC entities,
the Debtors, among other things had mishandled the potential rents
from employees, failed to pay taxes, failed to maintain insurance,
has inadequate security regarding the Debtors' personal and real
property, and delayed the filing of schedules and reports required
under the Bankruptcy Code.


EAST COAST BROKERS: Trustee Hires Berger Singerman as Counsel
-------------------------------------------------------------
Gerard A. McHale, Jr., the duly appointed and acting Chapter 11
Trustee in the bankruptcy cases of East Coast Brokers & Packers,
Inc., et al., asks the Bankruptcy Court for permission to employ
Berger Singerman LLP as counsel.

Berger Singerman will, among other things, consult with the
Trustee concerning the administration of these cases, to
investigate the acts, conduct, assets, liabilities, and financial
condition of the Debtors, and assist the Trustee in other
financial matters.

The current hourly rates for professionals at Berger Singerman
are:

     Professional                      Rates
     -----------                      ------
     Attorneys                      $250 to $625
     of-counsel                         $225
     associate                          $495
     legal assistants                $75 to $210
     paralegals                      $75 to $210

The hourly rate of Jordi Guso and Brian G. Rich, the shareholders
who will be principally responsible for the firm's representation
of the Chapter 11 Trustee, are $595 and $545, respectively.

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

The firm can be reached at:

         Jordi Guso, Esq.
         Brian G. Rich, Esq.
         BERGER SINGERMAN LLP
         1450 Brickell Avenue, Suite 1900
         Miami, FL 33131
         Tel: (305) 755-9500
         Fax: (305) 714-4340

              - and -

         125 S. Gadsden Street, Suite 300
         Tallahassee, FL 32301
         Tel: (850) 561-3010
         Fax: (850) 561-3013
         E-mal: jguso@bergersingerman.com
                brich@bergersingerman.com

                   About East Coast Brokers

East Coast Brokers & Packers, Inc., along with four related
entities, sought Chapter 11 protection (Bankr. M.D. Fla. Case No.
13-02894) in Tampa, Florida, on March 6, 2013.  East Coast Brokers
& Packers disclosed $12,663,307 in assets and $75,181,975 in
liabilities as of the Chapter 11 filing.  Scott A. Stichter, Esq.,
at Stichter, Riedel, Blain & Prosser, in Tampa, serves as counsel
to the Debtors.

In June 2013, the bankruptcy court approved the appointment of
Gerard A. McHale, Jr. to serve as Chapter 11 trustee.  MLIC Asset
Holdings LLC and MLIC CB Holdings LLC asked the Bankruptcy Court
to appoint a Chapter 11 trustee, or, in the alternative, dismiss
the Debtors' Chapter 11 cases.  According to the MLIC entities,
the Debtors, among other things had mishandled the potential rents
from employees, failed to pay taxes, failed to maintain insurance,
has inadequate security regarding the Debtors' personal and real
property, and delayed the filing of schedules and reports required
under the Bankruptcy Code.


EASTMAN KODAK: Shareholders Renew Bid for Equity Committee
----------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that an Eastman Kodak
Co. shareholder renewed an attempt to appoint an official equity
committee in the fallen photography company's bankruptcy case,
arguing that common shareholders have been unfairly cast aside in
Kodak's restructuring efforts.

According to the report, Ahsan Zia of Tinton Falls, N.J., on
behalf of himself and other noninsider shareholders, argued in a
court filing that U.S. Bankruptcy Judge Allan L. Gropper should
reconsider his previous denial of an equity committee, saying the
interests of the shareholders have not been adequately represented
throughout the bankruptcy proceedings.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies
with strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from
a business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper,
LLC, as Bankruptcy Consultants and Financial Advisors; and the
Segal Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.

At the end of April 2013, Kodak filed a proposed reorganization
plan offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits.


EASTMAN KODAK: STWB Opposes Kodak's Bid to Estimate Claims
----------------------------------------------------------
STWB Inc. is blocking efforts by Eastman Kodak Co. to get court
approval to estimate certain claims for purposes of voting on its
Chapter 11 reorganization plan.

Kodak filed a motion on June 28 to allow each of the claims of
STWB and 15 other creditors in the amount of $1 solely for voting
purposes.  Kodak said the amounts asserted by the creditors do not
accurately represent the potential liability of the company for
those claims.

In a July 10 filing, STWB argued the motion contravenes the claim
allowance process under U.S. bankruptcy law, and would deprive the
company of its rights without due process if granted by the
bankruptcy court.

According to STWB, Kodak could file an objection if it wanted to
pursue a "good faith" dispute to the claims.

"Kodak presumably has not done so because an objection would
entitle STWB to meaningful discovery, a full evidentiary hearing
and other due process rights," STWB said, adding that an objection
would also provide it with the option of requesting a legitimate
estimation hearing.

STWB, one of Kodak's largest unsecured creditors, asserts a
$250 million claim against the company.

Meanwhile, Papst Licensing GmbH & Co. KG and Profectus Technology
Inc. said they do not oppose the estimation of their claims for
voting purposes.  Both companies, however, suggested that a
provision be added to the proposed order that would protect their
rights with respect to future proceedings concerning their
unsecured claims against Kodak.

Papst Licensing asserts a $699.251 million claim while Profectus
asserts a $3 million claim, which stems from a patent infringement
lawsuit it filed against Kodak.  The lawsuit was automatically
halted by Kodak's bankruptcy filing in January 2012.

                        About Eastman Kodak

Rochester, New York-based Eastman Kodak Company and its U.S.
subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11
petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan.
Subsidiaries outside of the U.S. were not included in the filing
and are expected to continue to operate as usual.

Kodak, founded in 1880 by George Eastman, was once the world's
leading producer of film and cameras.  Kodak sought bankruptcy
protection amid near-term liquidity issues brought about by
steeper-than-expected declines in Kodak's historically profitable
traditional businesses, and cash flow from the licensing and sale
of intellectual property being delayed due to litigation tactics
employed by a small number of infringing technology companies
with strong balance sheets and an awareness of Kodak's liquidity
challenges.

In recent years, Kodak has been working to transform itself from
a business primarily based on film and consumer photography to a
smaller business with a digital growth strategy focused on the
commercialization of proprietary digital imaging and printing
technologies.  Kodak has 8,900 patent and trademark registrations
and applications in the United States, as well as 13,100 foreign
patents and trademark registrations or pending registration in
roughly 160 countries.

Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt &
Taylor, LLP, serve as counsel to the Debtors.  FTI Consulting,
Inc., is the restructuring advisor.   Lazard Freres & Co. LLC, is
the investment banker.  Kurtzman Carson Consultants LLC is the
claims agent.

The Official Committee of Unsecured Creditors has tapped Milbank,
Tweed, Hadley & McCloy LLP, as its bankruptcy counsel.

Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
Unofficial Second Lien Noteholders Committee.

The Retirees Committee has hired Haskell Slaughter Young &
Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper,
LLC, as Bankruptcy Consultants and Financial Advisors; and the
Segal Company, as Actuarial Advisors.

Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato,
Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners
II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth
S. Grossman; and Paul Martin.

Kodak completed the $527 million sale of digital-imaging
technology on Feb. 1, 2013.  Kodak intends to reorganize by
focusing on the commercial printing business.

At the end of April 2013, Kodak filed a proposed reorganization
plan offering 85 percent of the stock to holders of the remaining
$375 million in second-lien notes. The other 15 percent is for
unsecured creditors with $2.7 billion in claims and retirees who
have a $635 million claim from the loss of retirement benefits


ELBIT IMAGING: Bank Hapoalim Reserves Rights Under Default Notice
-----------------------------------------------------------------
The Bank Hapoalim B.M. has notified Elbit Imaging Ltd. that it
intends to reserve all of its rights under the acceleration notice
it provided to the Company on June 5, 2013, and that any plan of
arrangement of the Company's outstanding unsecured financial debt
will not derogate from those rights.

On June 5, 2013, Elbit Imaging received a letter from
Bank Hapoalim demanding repayment within seven days of the
outstanding balance of approximately $58.15 million due primarily
under the loans made by the Bank to the Company, without
prejudicing its right under any other loan facility to which the
Company is a party as a guarantor or otherwise.  The Bank stated
that it was taking this action in light of the Company's alleged
breaches under the Loans, including, inter alia, non-payment to
the Bank on March 31, 2013, of approximately $14.5 million,
failure to satisfy certain financial covenants under the Loans,
adverse change in the financial status of the Company etc.  In
addition, the Bank has stated that it had offset a deposit in the
amount of approximately $7.9 million in the Bank's accounts
against the Loans.

Elbit Imaging asked the Court to issue a temporary restraining
order against the Bank prohibiting the Bank from taking
any action in accordance with the acceleration notice.  Rather
than grant the Company's motion ex parte, the Court ordered
the Bank, the Official Receiver and the Legal Advisor to the
Government of the State of Israel to respond to the Company's
motion no later than June 17, 2013, and ordered the Company to
file its primary claim by that date.

                        About Elbit Imaging

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
hold investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

Elbit Imaging disclosed a loss of NIS455.50 million on NIS671.08
million of total revenues for the year ended Dec. 31, 2012, as
compared with a loss of NIS247.02 million on NIS586.90 million of
total revenues for the year ended Dec. 31, 2011.  The Company's
balance sheet at Dec. 31, 2012, showed NIS7.09 billion in total
assets, NIS5.67 billion in total liabilities, NIS309.60 million in
equity to holders of the Company and NIS1.11 billion in
noncontrolling interest.

Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed
substantial doubt about Elbit Imaging's ability to continue as a
going concern following the financial results for the year ended
Dec. 31, 2012.

The Certified Public Accountants noted that in the period
commencing Feb. 1, 2013, through Feb. 1, 2014, the Company is to
repay its debenture holders NIS 599 million (principal and
interest).  "Said amount includes NIS 82 million originally
payable on Feb. 21, 2013, that its repayment was suspended
following a resolution of the Company's Board of Directors.  The
Company's Board also resolved to suspend any interest payments
relating to all the Company's debentures.  In addition, as of
Dec. 31, 2012, the Company failed to comply with certain financial
covenants relating to bank loans in the total amount as of such
date of NIS 290 million.

"These matters raise substantial doubt about the Company's ability
to continue as a going concern."


ENDEAVOUR INTERNATIONAL: Rochelle Production Starts September
-------------------------------------------------------------
Endeavour International Corporation furnished these information
discussed in the Company's conference call held on July 10, 2013:

   * At the Rochelle field located in the UK sector of the North
     Sea, the W-1 well has been successfully drilled, completed
     and flow tested.  The final pipe spool pieces have been
     installed connecting the well to the subsea pipeline
     infrastructure to the Scott platform.  The field is ready to
     produce.

   * The owners of the Scott platform will commence a shutdown
     period starting on July 11, 2013.  The shutdown period is
     expected to last six to eight weeks to complete the planned
     work program.  Due to the timing of this shutdown, first
     production at the Rochelle field is now expected in September
     2013.

                  About Endeavour International

Houston-based Endeavour International Corporation (NYSE: END)
(LSE: ENDV) is an oil and gas exploration and production company
focused on the acquisition, exploration and development of energy
reserves in the North Sea and the United States.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $126.22 million, as compared with a net loss of $130.99 million
during the prior year.  The Company's balance sheet at March 31,
2013, showed $1.50 billion in total assets, $1.36 billion in total
liabilities, $43.70 million in series C preferred stock, and
$90.30 million in total stockholders' equity.

                           *     *     *

As reported by the TCR on March 5, 2013, Moody's Investors Service
downgraded Endeavour International Corporation's Corporate Family
Rating to Caa3 from Caa1.  Endeavour's Caa3 CFR reflects its weak
liquidity, small production and proved reserve scale, geographic
concentration and the uncertainties regarding its future
performance given the inherent execution risks related to its
offshore North Sea operations for a company of its size.

In the Feb. 22, 2013, edition of the TCR, Standard & Poor's
Ratings Services lowered its corporate credit rating on Houston,
Texas-based Endeavour International Corp. (Endeavour) to 'CCC+'
from 'B-'.  The rating action reflects S&P's expectation that
Endeavour could have insufficient liquidity to meet its needs due
to the delay in production from its Rochelle development.


ENDICOTT INTERCONNECT: Seeks Ch. 11 After $100MM Loss
-----------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that an Endicott,
N.Y.-based electronics packaging supplier that catered to IBM
Corp. and the U.S. Department of Defense sought Chapter 11
bankruptcy protection after suffering $100 million in operating
losses in the last four years.

According to the report, Endicott Interconnect Technologies Inc.
said in court documents that its revenues have dropped from a high
of $414 million in 2008 to less than an estimated $100 million for
2013 thanks to increased competition and reduced contract
opportunities with the federal government as a result of the
sequestration.


EQUIPMENT ACQUISITION: Court to Dismiss Suits v. 11 Banks
---------------------------------------------------------
Bankruptcy Judge Timothy A. Barnes said he would dismiss the
second amended version of complaints filed separately by William
A. Brandt, Jr., solely in his capacity as Plan Administrator for
Equipment Acquisition Resources, Inc., against 11 financial
institutions.

The defendants are:

  1. American Bank, FSB, Adv No. 11-02200
  2. The CIT Group/Equipment Financing, Inc., Adv No. 11-02203
  3. IBM Credit, LLC, Adv No. 11-02227
  4. KLC Financial, LLC, et al., Adv No. 11-02222
  5. Leasing One Corporation, Adv. No. 11-02224
  6. Pentech Financial Services, Inc., Adv No. 11-02231
  7. People's Capital and Leasing Corporation, Adv No. 11-02233
  8. PlainsCapital Leasing, LLC, Adv No. 11-02236
  9. Suntrust Leasing Corporation, Adv No. 11-02201
10. TD Banknorth Leasing Corporation, Adv No. 11-02582
11. U.S. Bancorp, Inc., et al., Adv No. 11-02196

Filed in October 2012, the Second Amended Complaints allege
avoidance and fraudulent conveyance claims against the defendants.

On review of the second round of motions to dismiss the
Complaints, Judge Barnes is unconvinced that the plaintiff was
able to address succinctly the badges of fraud allegedly
applicable in the Complaints.

The Plaintiff was given until July 6, 2013, to amend the
complaints to satisfy F.R.C.P. Rule 9(b), otherwise the Second
Amended Complaints were to be dismissed July 8.

A sample of Judge Barnes' identical Memorandum Decision dated
June 6, 2013 is available at http://is.gd/cUjnOb

                   About Equipment Acquisition

Palatine, Illinois-based Equipment Acquisition Resources, Inc.,
operated in the semiconductor equipment sales and servicing
industry.  It was designed to operate as a refurbisher of special
machinery, a manufacturer of high-end technology parts, and a
process developer for the manufacture of high-technology parts.
The bulk of EAR's stated revenue derived from refurbishing and
selling high-tech machinery; it was set up to purchase high-tech
equipment near the end of its useful life at prices that were low
relative to the cost of new units, and then refurbish using a
propriety process the equipment for sale to end-users at
substantial gross margins.

EaR engaged in a massive fraud from 2005 to 2009.  That fraud
included, but was not limited to, selling semiconductor equipment
at inflated prices, leasing the equipment back, misrepresenting
the value of the equipment, and pledging certain pieces of
equipment multiple times to various creditors to secure
financing.  It owned 2,000 pieces of semiconductor manufacturing
equipment.

First Premier Capital LLC, claiming to be owed $20 million,
alleged that the scheme has cost creditors up to $175 million.

EAR filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill.
Case No. 09-39937) on Oct. 23, 2009.  Barry A. Chatz, Esq., at
Arnstein & Lehr LLP, served as the Company's counsel.  The Company
estimated $10 million to $50 million in assets and $100 million to
$500 million in liabilities in its petition.  Unsecured creditors
were owed about $102 million.


EVEN ST PRODUCTIONS: Fires Back at Sly Stone's Former Manager
-------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that the two companies
placed into bankruptcy by Sly Stone's former manager accused the
funk legend of "shotgun style" litigation that drained their
resources and put Stone in a position to wrest control of the
rights to his music on the cheap.

According to the report, last month, Stone, whose real name is
Sylvester Stewart, moved to dismiss the bankruptcy cases of Even
Street Productions Ltd. and Majoken Inc., owned by his former
manager Jerry Goldstein.

Sly Stone, et al., are represented by:

          David J. Richardson, Esq.
          Laura L. Buchanan, Esq.
          RICHARDSON BUCHANAN PC
          2301 Hyperion Avenue, Ste. A
          Los Angeles, CA 90027
          Tel: 323-686-5400
          Fax: 323-686-5403
          E-mail: djr@richardsonbuchanan.com
                  llb@richardsonbuchanan.com

Even St. Productions Ltd. and Majoken, Inc. sought Chapter 11
protection (Bankr. C.D. Cal. Case Nos. 13-24363 and 13-24389) on
May 31, 2013, in Los Angeles.  Krikor J. Meshefejian, Esq., and
David L. Neale, Esq., at Levene Neale Bender Rankin & Brill, LLP,
serve as counsel to the Debtor.  Even St. and Majoken each
estimated assets and debts of $1 million to $10 million.


EVERGREEN OIL: Court Okays Buxbaum HCS as Financial Advisor
-----------------------------------------------------------
Evergreen Oil, Inc., obtained authority from the U.S. Bankruptcy
Court for the Central District of California to employ Buxbaum
HCS, LLC, as financial advisor.

As reported by the Troubled Company Reporter on June 4, 2013,
the Debtors, with the assistance of their proposed exclusive
investment banker, Cappello Capital Corp., intend to market and
sell EEHI's stock in EOI, or, subject to certain conditions, all
or substantially all of EOI's operating assets to a qualified
buyer.  The proceeds of the sale of EEHI's stock in EOI will then
be used to repay EOI's creditors.

Buxbaum will, among other things:

   a. assist the Debtors with the preparation of their schedules
      of assets and liabilities and statements of financial
      affairs;

   b. prepare financial reports and other documents required by
      the Office of the U.S. Trustee, including, without
      limitation, monthly operating reports and disbursement
      reports; and

   c. assist the Debtors and their staff in compiling due
      diligence materials in connection with the marketing and
      sale of the assets;

The Debtors proposes to pay Buxbaum a postpetition "evergreen"
retainer of $25,000, which will be maintained during the period
that Buxbaum is providing services to the Debtors and their
estates.  The Debtors will also make weekly payments to Buxbaum
for services rendered during the preceeding week(s), in accordance
with the budget approved by the DIP Lender and the Court.  Buxbaum
will be permitted to draw down from the retainer to pay for
services rendered to the Debtors.

The firm's Anthony Fidaleo and Clegg Porter will be the
professionals primarily responsible for providing financial
advisory services to the Debtors.  The hourly rate for both Mr.
Fidaleo and Mr. Porter is $175.

                        About Evergreen Oil

Headquartered in Irvine, California, with facilities located in
Newark and Carson, California, Evergreen Oil Inc. is one of the
largest waste oil collectors in California, and the only oil
re-refining operation in California.  Founded in 1984, EOI is also
a major provider of hazardous waste services, offering customers
across California a full range of environmental services to handle
all of their waste management needs.

Evergreen Oil and its parent, Evergreen Environmental Holdings,
Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case Nos.
13-13163 and 13-13168) on April 9, 2013, in Santa Ana California.

The Debtors have tapped Levene, Neale, Bender, Yoo & Brill L.L.P.
as bankruptcy counsel; Jeffer, Mangels Butler & Mitchell L.L.P. as
special corporate counsel effective; and Cappello Capital Corp. as
exclusive investment banker.

The Debtors each estimated assets and debts of $50 million to
$100 million.


EVERGREEN OIL: Can Hire Greenspan as Insurance Consultant
---------------------------------------------------------
Evergreen Oil and its parent, Evergreen Environmental Holdings,
Inc., sought and obtained approval from the U.S. Bankruptcy Court
for the Central District of California to employ Greenspan
Adjusters International as insurance consultant.

Greenspan will advise and assist the Debtors in the measurement
and documentation of the Debtors' loss resulting from a fire which
occurred at the Debtors' facility located at 6880 Smith Avenue,
Newark, California on March 29, 2011, and to present the Debtors'
claim(s) to the Debtors' insurance companies and/or others for
loss and damages resulting from such fire.

Greenspan will be paid a contingency fee equal to 6% of the amount
paid by the Debtors' insurance companies, or otherwise recovered,
plus such necessary expenses as approved by the Debtors.  The
Debtors will pay the contingency fee to Greenspan on all monies
received, including advance payments, when actually received by
the Debtors.

Gary Johnson, co-President of Greenspan, assures the Court that
Buxbaum is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

                        About Evergreen Oil

Headquartered in Irvine, California, with facilities located in
Newark and Carson, California, Evergreen Oil Inc. is one of the
largest waste oil collectors in California, and the only oil
re-refining operation in California.  Founded in 1984, EOI is also
a major provider of hazardous waste services, offering customers
across California a full range of environmental services to handle
all of their waste management needs.

Evergreen Oil and its parent, Evergreen Environmental Holdings,
Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case Nos.
13-13163 and 13-13168) on April 9, 2013, in Santa Ana California.

The Debtors have tapped Levene, Neale, Bender, Yoo & Brill L.L.P.
as bankruptcy counsel; Jeffer, Mangels Butler & Mitchell L.L.P. as
special corporate counsel effective; and Cappello Capital Corp. as
exclusive investment banker.

The Debtors each estimated assets and debts of $50 million to
$100 million.


EVERGREEN OIL: Hein & Assoc. Okayed as Accountant, Tax Consultant
-----------------------------------------------------------------
The U.S. Bankruptcy Court authorized Evergreen Oil and its parent,
Evergreen Environmental Holdings, Inc. to employ Hein & Associates
L.L.P. as accountant and tax consultant.

As reported by the Troubled Company Reporter on May 30, 2013, the
firm, will among other things, provide these services:

a. assist the Debtors with the ongoing audit conducted by the
   Internal Revenue Service for the Debtors' tax return(s) for the
   fiscal year ending on September 30, 2010;

b. prepare the Debtors' federal, state and local income and
   franchises tax returns with supporting schedules for the fiscal
   year ending on September 30, 2012; and

c. provide tax and accounting consultation services related to the
   sale of the assets.

The Debtors will be providing Hein a post-petition retainer of
$10,000.  Hein has not received any payment for its post-petition
fees and expenses.  Hein has not received any lien or other
interest in property of the Debtors or of a third party to secure
payment of Hein's fees or expenses.

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

                         About Evergreen Oil

Headquartered in Irvine, California, with facilities located in
Newark and Carson, California, Evergreen Oil Inc. is one of the
largest waste oil collectors in California, and the only oil
re-refining operation in California.  Founded in 1984, EOI is also
a major provider of hazardous waste services, offering customers
across California a full range of environmental services to handle
all of their waste management needs.

Evergreen Oil and its parent, Evergreen Environmental Holdings,
Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case Nos.
13-13163 and 13-13168) on April 9, 2013, in Santa Ana California.

The Debtors have tapped Levene, Neale, Bender, Yoo & Brill L.L.P.
as bankruptcy counsel; Jeffer, Mangels Butler & Mitchell L.L.P. as
special corporate counsel effective; and Cappello Capital Corp. as
exclusive investment banker.

The Debtors each estimated assets and debts of $50 million to
$100 million.


EVERGREEN OIL: Panel Can Hire Mirman Bubman as Bankruptcy Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized the Official Committee of Unsecured Creditors of
Evergreen Oil, Inc. to employ Mirman Bubman & Nahmias LLC as
general bankruptcy counsel.

As reported by the Troubled Company Reporter on May 30, 2013, the
attorneys designated to represent the Committee and their current
standard hourly rates are:

    Professional                 Rates
    ------------                 -----
    Alan I. Nahmias              $495/hr
    Russel H. Rapoport           $495/hr

Alan I. Nahmias, Esq., attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

                         About Evergreen Oil

Headquartered in Irvine, California, with facilities located in
Newark and Carson, California, Evergreen Oil Inc. is one of the
largest waste oil collectors in California, and the only oil
re-refining operation in California.  Founded in 1984, EOI is also
a major provider of hazardous waste services, offering customers
across California a full range of environmental services to handle
all of their waste management needs.

Evergreen Oil and its parent, Evergreen Environmental Holdings,
Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case Nos.
13-13163 and 13-13168) on April 9, 2013, in Santa Ana California.

The Debtors have tapped Levene, Neale, Bender, Yoo & Brill L.L.P.
as bankruptcy counsel; Jeffer, Mangels Butler & Mitchell L.L.P. as
special corporate counsel effective; and Cappello Capital Corp. as
exclusive investment banker.

The Debtors each estimated assets and debts of $50 million to
$100 million.


EXCEL MARITIME: Robertson Maritime Seeks Expedited Discovery
------------------------------------------------------------
BankruptcyData reported that Robertson Maritime Investors
(Robertson) filed with the U.S. Bankruptcy Court an emergency
motion for entry of an order expediting discovery in connection
with Excel Maritime Carriers' Disclosure Statement.

Robertson explains, "Robertson's objections to the First Day
Motions created a contested matter. At the first day hearings,
counsel for Robertson asked for expedited discovery surrounding on
the recent transfer of 71% of the interests of Christine Shipco.
Counsel for the Debtors explained that they would not play 'Hide
the Ball.' A formal request for production was served July 3,
2013. One week has passed since the first day hearing, but nothing
has been produced. A meet-and-confer has not yet resulted in a
resolution, but the parties will continue to confer in good faith.
Because this is a 'fast track' case, Robertson requests that the
Court order the Debtors to produce information responsive to the
Request for Production on an expedited basis -- within 6 days,
with a corporate representative deposition 6 days after
production," the report said, citing court documents.

                       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.


EXIDE TECHNOLOGIES: BlackRock Holds Less Than 1% Equity Stake
-------------------------------------------------------------
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 59,447 shares of common stock
Exide Technologies representing 0.08 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/2DyACu

                     About Exide Technologies

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

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

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

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

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

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


FINJAN HOLDINGS: Inks Employment Agreements with President & CFO
----------------------------------------------------------------
Finjan Holdings, Inc., and Philip Hartstein entered into an
employment agreement, pursuant to which Mr. Hartstein serves as
the Company's president.  Mr. Hartstein will receive a base salary
of $300,000 per year.  In addition, Mr. Hartstein is eligible to
receive a discretionary bonus at the end of every four month
period of his employment term, based on Mr. Hartstein's
performance and the overall progress of the Company, in an
aggregate amount of up to $75,000 per year.  The Employment
Agreement was effective as of July 1, 2013.

Either the Company or Mr. Hartstein may terminate the Employment
Agreement at any time upon 90 days prior written notice.  The
Hartstein Employment Agreement superseded a consulting agreement
between Finjan, Inc., a wholly-owned subsidiary of the Company,
and Mr. Hartstein that provided for substantially the same
compensation as described above.  The consulting agreement between
Finjan and Mr. Hartstein ceased to be effective upon the entry
into the Hartstein Employment Agreement.

On July 8, 2013, the Company and Shimon Steinmetz entered into an
employment agreement pursuant to which Mr. Steinmetz serves as the
Company's chief financial officer.  Mr. Steinmetz will receive a
base salary of $200,000 per year.  In addition, pursuant to the
Steinmetz Employment Agreement, Mr. Steinmetz is eligible to
receive a discretionary bonus at the end of each calendar year
during his employment term, based on Mr. Steinmetz's performance
and the overall progress of the Company, in an aggregate amount of
up to $50,000 per year.  The Steinmetz Employment Agreement was
effective as of July 1, 2013.  Either the Company or Mr. Steinmetz
may terminate the Steinmetz Employment Agreement at any time upon
90 days prior written notice.  The Steinmetz Employment Agreement
superseded a consulting agreement between Finjan, Inc., a wholly-
owned subsidiary of the Company, and Mr. Steinmetz that provided
for substantially the same compensation.  The consulting agreement
between Finjan, Inc., and Mr. Steinmetz ceased to be effective
upon the entry into the Steinmetz Employment Agreement.

                            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 FINANCIAL: Rob Whartenby Joins as Chief Credit Officer
------------------------------------------------------------
First Financial Service Corporation announced an addition to the
senior leadership of the Company and its subsidiary, First Federal
Savings Bank of Elizabethtown.

Robert Whartenby has joined the Company and the Bank and will
become the Bank's Executive Vice President and Chief Credit
Officer when the appointment is approved by the Federal Deposit
Insurance Corporation.  Mr. Whartenby joins the Company with 30
years of experience in the financial services industry.

"First Federal Savings Bank has a great tradition of serving its
customers and community," commented Mr. Whartenby.  "I am excited
about the opportunity to contribute to the success of the
organization serving the customers and community while building
shareholder value."

Prior to joining First Financial Service Corporation, Mr.
Whartenby held several leadership roles with First Tennessee Bank
N.A., most recently developing and managing the Syndicated Credit
department.  He was responsible for strengthening the credit and
lending functions of First Tennessee's Correspondent Lending Group
and leading the transformation of its Commercial Credit Review
into an effective, independent risk management function.  Mr.
Whartenby also has managed acquisitions, division turnarounds,
government receivables and contract financing, private client
mortgage lending, as well as global corporate equipment leasing
during his time with G.E. Capital, Wells Fargo Bank, and BNY
Mellon Asset Management.

Mr. Whartenby holds a bachelor's degree in Economics from Rhodes
College in Memphis, an MBA from Boston University, and has a Six
Sigma Green Belt Certification.

"We are pleased to have Mr. Whartenby join our team of
associates," commented President Greg Schreacke.  "His experience,
talent, background and skills will help us as we move forward in
building a strong credit structure and supporting our growth and
portfolio diversification."

Robert Critchfield, who has served as Chief Credit Officer of the
Bank since February 2012, has retired effective July 12, 2013.

                       About First Financial

Elizabethtown, Kentucky-based First Financial Service Corporation
is the parent bank holding company of First Federal Savings Bank
of Elizabethtown, which was chartered in 1923.  The Bank serves
six contiguous counties encompassing central Kentucky and the
Louisville metropolitan area, through its 17 full-service banking
centers and a commercial private banking center.

In its 2012 Consent Order, the Bank agreed to achieve and maintain
a Tier 1 capital ratio of 9.0 percent and a total risk-based
capital ratio of 12.0 percent by June 30, 2012.

"At December 31, 2012, the Bank's Tier 1 capital ratio was 6.53%
and the total risk-based capital ratio was 12.21%.  We notified
the bank regulatory agencies that one of the two capital ratios
would not be achieved and are continuing our efforts to meet and
maintain the required regulatory capital levels and all of the
other consent order issues for the Bank," the Company said in its
annual report for the year ended Dec. 31, 2012.

First Financial disclosed a net loss attributable to common
shareholders of $9.44 million in 2012, a net loss attributable to
common shareholders of $24.21 million in 2011 and a net loss
attributable to common shareholders of $10.45 million in 2010.
The Company's balance sheet at Dec. 31, 2012, showed $1 billion in
total assets, $962.69 million in total liabilities and $44.37
million in total stockholders' equity.

Crowe Horwath LLP, in Louisville, Kentucky, said in its report on
the consolidated financial statements for the year ended Dec. 31,
2012, "[T]he Company has recently incurred substantial losses,
largely as a result of elevated provisions for loan losses and
other credit related costs.  In addition, both the Company and its
bank subsidiary, First Federal Savings Bank, are under regulatory
enforcement orders issued by their primary regulators.  First
Federal Savings Bank is not in compliance with its regulatory
enforcement order which requires, among other things, increased
minimum regulatory capital ratios.  First Federal Savings Bank's
continued non-compliance with its regulatory enforcement order may
result in additional adverse regulatory action."


FIVE RIVERS PETROLEUM: Court Won't Reinstate Automatic Stay
-----------------------------------------------------------
Bankruptcy Judge Jeffery A. Deller dismissed a complaint filed by
Five Rivers Petroleum, LLC, to re-impose the automatic stay.  A
copy of the Court's July 9, 2013 Memorandum Opinion is available
at http://is.gd/Oam78wfrom Leagle.com.

The Bankruptcy Court issued an order dated August 15, 2012, 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.

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.

On April 29, 2013, Community Bank filed its motion to dismiss,
arguing that the Complaint failed to state a claim under either
11 U.S.C. Sec. 105 or Fed. R. Civ. P. 60, and that Count I of the
Complaint should be dismissed as duplicative of the Motion to
Vacate.

In another ruling also issued July 9, Judge Deller said, "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.

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 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.


FORMATECH INC: Bank Has Superior Claims Over Cellceutix
-------------------------------------------------------
Bankruptcy Judge Melvin S. Hoffman on July 9 ruled that Sovereign
Bank's interest in the Cellceutix Corporation stock issued to
debtor Formatech Inc. as part of the debtor's drug manufacturing
and related payment agreements with Cellceutix -- or now the
proceeds from the sale of the stock -- is superior to Cellceutix's
interest even if Cellceutix succeeds on its rescission claims
against Formatech's Chapter 7 trustee.

On March 17, 2010, Formatech and Cellceutix entered into a
Clinical Materials Contract Aseptic Fill Manufacturing Agreement
pursuant to which Formatech was to provide various services,
including manufacturing a drug developed by Cellceutix called
Kevetrin for use in clinical trials.

On March 1, 2011, Formatech and Cellceutix entered into an
Alternative Payment Structure Agreement pursuant to which
Formatech received cash and 184,375 shares of unregistered
Cellceutix stock, evidenced by a stock certificate dated May 27,
2011, in payment for certain of the services Formatech rendered or
was to render to Cellceutix under the Manufacturing and Project
Agreements.

Between 2005 and February 2011, Formatech borrowed funds from
Sovereign Bank and in return granted Sovereign Bank a security
interest in all of Formatech's assets.  Cellceutix does not
dispute that among Sovereign Bank's collateral is "investment
property," namely its stock certificates, nor does it dispute that
Soveriegn Bank properly filed forms UCC-1 and UCC-3 regarding its
collateral.  Sovereign Bank filed a proof of claim asserting a
secured claim against the bankruptcy estate in the amount of
$1,108,992.04 as of the bankruptcy petition date. After applying
payments received from the post-petition sale of other collateral
Sovereign Bank now holds a secured claim of approximately
$140,000.

Formatech filed a Chapter 11 petition (Bankr. D. Mass. Case
No. 11-43424) on Aug. 12, 2011 in Worcester, Massachusetts.  Barry
C. Richmond, Esq. at Law Office of Barry C. Richmond, in
Worcester, served as counsel to the Debtor.  The Debtor estimated
up to $1 million in assets and up to $10 million in liabilities.
The petition was signed by Indu S. Javeri, president.

The chapter 11 case was converted to chapter 7 on Feb. 2, 2012,
and David M. Nickless was appointed the chapter 7 trustee.  Mr.
Nickless is with Nickless, Phillips and O'Connor.  On March 30,
2012, the trustee filed a motion for authority to sell the
Cellceutix stock.

Sovereign Bank objected to the sale motion to protect its secured
claim as the sale was to be free and clear of its asserted lien.

On April 23, 2012, Cellceutix commenced an adversary proceeding
against the Chapter 7 trustee by filing a three-count complaint
seeking damages and rescission of the APS Agreement based upon
breach of contract, presumably of the Manufacturing Agreement
(count I), violations of MASS. GEN. LAWS ch. 93A (count II) and
fraud and misrepresentation in connection with the APS Agreement
(count III).  On the same day Cellceutix also filed in the main
case both a proof of claim asserting a claim in the amount of
$337,000 based on the counts asserted in the adversary proceeding
and an objection to the trustee's sale motion on the grounds that
the shares were not property of the estate.

The chapter 7 trustee has sought dismissal of Cellceutix's three-
count complaint or, alternately, summary judgment in his favor.
The Court denied that request in Tuesday's ruling.

The lawsuit is, CELLCEUTIX CORPORATON Plaintiff, v. DAVID M.
NICKLESS, CHAPTER 7 TRUSTEE, Defendant, and SOVEREIGN BANK, N.A.
Intervenor/Defendant, SOVEREIGN BANK, N.A. Intervenor/
Crossclaimant, v. DAVID M. NICKLESS, CHAPTER 7, TRUSTEE Defendant,
Adv. Proc. No. 12-4041 (Bankr. D. Mass.).  A copy of the Court's
July 9, 2013 Memorandum of Decision is available at
http://is.gd/z3tXPnfrom Leagle.com.

Joseph P. Evans, Esq., at Curley & Curley, P.C., in Boston,
represents Cellceutix Corporation.

Bertin C. Emmons, Esq., in Salem, NH, represents intervenor,
Sovereign Bank, N.A.


FREESEAS INC: Issues 1.4MM Add'l Settlement Shares to Hanover
-------------------------------------------------------------
Freeseas, Inc., issued and delivered to Hanover Holdings I, LLC,
on July 10, 2013, an aggregate of 918,000 additional settlement
Shares, and on July 11, 2013, the Company issued and delivered to
Hanover an additional 490,000 additional settlement shares, in
each case pursuant to the terms of the Settlement Agreement
approved by the Supreme Court of the State of New York, County of
New York.

On June 25, 2013, the Supreme Court entered an order approving,
among other things, the stipulation of settlement between FreeSeas
and Hanover, in the matter entitled Hanover Holdings I, LLC v.
FreeSeas Inc., Case No. 651950/2013.  Hanover commenced the Action
against the Company on May 31, 2013, to recover an aggregate of
$5,331,011 of past-due accounts payable of the Company, plus fees
and costs.  The Order provides for the full and final settlement
of the Claim and the Action.  The Settlement Agreement became
effective and binding upon the Company and Hanover upon execution
of the Order by the Court on June 25, 2013.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on June 26, 2013, the Company issued and delivered to
Hanover 890,000 shares of the Company's common stock, $0.001 par
value, and on July 2, 2013, the Company issued and delivered to
Hanover 550,000 Additional Settlement Shares.

A copy of the Form 6-K is available for free at:

                        http://is.gd/IxD5DA

                        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.


FREESEAS INC: Agrees to Sell $10.5 Million Debt to Hanover
----------------------------------------------------------
FreeSeas Inc. on July 12 said it has entered into a Debt Purchase
and Settlement Agreement with Deutsche Bank Nederland N.V.,
Hanover Holdings I., LLC, and the Company's wholly-owned
subsidiaries: Adventure Two S.A., Adventure Three S.A., Adventure
Seven S.A. and Adventure Eleven S.A.

Pursuant to the terms of the Agreement, Hanover has agreed to
purchase US$10,500,000 of outstanding indebtedness owed by the
Company to Deutsche Bank, out of a total outstanding amount owed
of US$29,958,205, subject to the satisfaction of a number of
conditions.  Upon payment in full of the purchase amount of
$10,500,000 by Hanover to Deutsche Bank in accordance with the
terms and conditions of the Agreement, the remaining outstanding
indebtedness of the Company and its subsidiaries to Deutsche Bank
will be forgiven, and the mortgages of both of its two security
vessels will be discharged.

The Agreement does not become effective until Hanover deposits in
escrow an amount of US$2,500,000 plus all reasonably incurred
legal fees and expenses and the parties enter into an escrow
agreement.  In the event that the funds are not deposited or the
escrow agreement is not entered into within 20 trading days, the
Agreement dissolves immediately.  In addition, the Agreement will
automatically terminate upon the occurrence of certain events set
forth in the Agreement.

Mr. Ion G. Varouxakis, chairman, president and chief executive
officer of the Company made the following comments: "After a
prolonged period of tortured uncertainty, we are particularly
pleased to enter into this Agreement, which will remove
approximately USD 30 million of secured debt from our books.  In
conjunction with action taken since the beginning of the year, the
majority of our trade debt and a third of our bank debt will have
been exchanged for equity upon completion of this Agreement.  This
development shall, we hope, accelerate our discussions with our
other Lenders for a similar realistic relief and a continued
support of our efforts.  Most importantly, under the extremely
adverse circumstances we have been facing, we firmly believe this
development is optimal for our shareholders for whom we are
striving to extract maximum value; it also is the least onerous
for our lending partners."  Mr. Varouxakis added: "We would like
to thank Deutsche Bank for their frank cooperation and realistic
vision, our remaining banking partners, as well as our numerous
trade and business partners who have provided us with their
invaluable support and their dedicated patience throughout this
long period."

Mr. Alexandros Mylonas, chief financial officer of the Company,
added: "Since the beginning of the year we have already swapped
USD 4.8 million of trade debt into equity.  This time, the
significance of this transaction on our balance sheet is
substantial.  Upon completion of this Agreement, our total bank
debt is expected to be reduced from approximately USD 89.2 million
on December 31, 2012 to USD 59.7 million, two of our vessels will
be debt free, and USD 1 million in interest charges are expected
to be reduced per year.  We also expect to post significant one-
off gains from the USD 19.5 million debt forgiveness.  Based upon
our improved balance sheet after this transaction, we intend to
seek funding for additional working capital in order to weather
the adverse conditions still present in our industry."

Mr. Joshua Sason, founder and chief executive officer of Magna
Group, noted: "We approach this transaction and the work we've
done with the management of FreeSeas with great pride, and view
the agreement with Deutsche Bank as a significant milestone in the
restructuring and advancement of the company.  The expected
material reduction in debt, release of two vessels from mortgage
encumbrance upon full payment of the settlement amount and annual
interest expense savings should enable FreeSeas to be in a
substantially stronger business position."

A copy of the Debt Purchase and Settlement Agreement is available
for free at http://is.gd/pnr1hF

                         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.


GARLOCK SEALING: Parties Disagree on Asbestos Claims
----------------------------------------------------
Starting July 22, the U.S. Bankruptcy Court in Charlotte, N.C.,
will preside over a trial that seeks to resolve a crucial issue:
how much, if anything, Garlock Sealing Technologies LLC owes
individuals who have been or will be diagnosed with mesothelioma.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Garlock Sealing and the official representatives of
claimants disagree by a factor of 10-to-1 about the company's
liability for present and future asbestos claims.

Garlock is a subsidiary of EnPro Industries Inc.  So EnPro can
retain ownership, Garlock proposed a Chapter 11 plan paying
claimants in full.  EnPro isn't in bankruptcy.

The report notes that to prove the plan is feasible, Garlock will
proffer Dr. Charles E. Bates as its expert witness.  He pegs
Garlock's liability at $125 million.  Investors may be buying into
Garlock's arguments because EnPro's stock made a record closing
high July 10.  The expert witness for existing asbestos claimants
comes up with an estimate of $1.265 billion.  The expert for
future claimants projects the claims at $1.292 billion.

The report relates that the future claimants told the court how
Mr. Bates' methodology was rejected in May by U.S. Bankruptcy
Judge Judith K. Fitzgerald in the reorganization of Specialty
Products Holding Corp. and Bondex International Inc.  Dr. Bates
failed to persuade Judge Fitzgerald that the company had no actual
liability and therefore the history of settlements should be
disregarded in calculating claims to be handled in a Chapter 11
plan.

The report says that Garlock is arguing to U.S. Bankruptcy Judge
George R. Hodges in Charlotte that the company "has little or no
responsibility for the claims that have been and will be asserted
against it."  Garlock believes the "vast majority" of claimants
can't produce enough evidence to be entitled to a jury trial "on
the issue of causation."  Garlock said it filed bankruptcy "not
because it has significant liability."  Rather, the company sought
out the bankruptcy court "because it could not obtain a fair and
efficient adjudication of its liability in the tort system after
2000," Garlock said in a pretrial brief.  Garlock says it has
proposed a plan funded by $270 million, "more than double the less
than $125 million for which" it could be held liable.

The report discloses that the claimants say their estimates are
based on Garlock's "claim resolution history."  They say the
$125 million is "less than what Garlock actually paid in any two
years between 2006 and 2010."

                 $125-Million in Liabilities

Jacqueline Palank, writing for Dow Jones Daily Bankruptcy Review,
reported that Garlock Sealing will argue at an upcoming trial that
it owes no more than $125 million in asbestos liabilities, though
personal-injury claimants say that number is closer to $1.3
billion.

Thousands of people have alleged that their exposure to asbestos
in Garlock's gaskets, conveyor belts and other products caused the
rare and deadly cancer, the report said.  Because it can be
several decades after exposure before mesothelioma develops, more
personal-injury claims could be filed in the future.

In a pretrial brief filed this week, Garlock said it will argue
that "it has little or no responsibility" for the claims, the
report related.  It said the claimants can't prove that its
products caused their cancer.

"This estimation trial will be a search for truth. And in truth,
Garlock bears little if any responsibility for claimants'
mesotheliomas," the company said, the report cited.

                       About Garlock Sealing

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

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

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

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

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

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

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

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

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


GELTECH SOLUTIONS: Borrows $1 Million From Major Shareholder
------------------------------------------------------------
Michael Reger, the principal shareholder of GelTech Solutions,
Inc., lent the Company $1,000,000.  In connection with this loan,
the Company issued Mr. Reger a $1,000,000 note convertible at
$1.00 per share due July 11, 2018, and 500,000 five-year warrants
exercisable at a $1.30 per share.  The Note bears an annual
interest rate of 7.5 percent.

                           About GelTech

Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware
corporation organized in 2006.  The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3)
Soil2O(R), a product which reduces the use of water and is
primarily marketed to golf courses, commercial landscapers and the
agriculture market; and (4) FireIce(R) Home Defense Unit, a system
for applying FireIce(R) to structures to protect them from
wildfires.

"As of December 31, 2012, the Company had a working capital
deficit, an accumulated deficit and stockholders' deficit of
$1,339,923, $26,011,370 and $2,655,057, respectively, and incurred
losses from operations of $3,211,484 for the six months ended
December 31, 2012 and used cash from operations of $1,994,491
during the six months ended December 31, 2012.  In addition, the
Company has not yet generated revenue sufficient to support
ongoing operations.  These factors raise substantial doubt
regarding the Company's ability to continue as a going concern."

For the nine months ended March 31, 2013, the Company incurred a
net loss of $4.06 million on $206,880 of sales, as compared with a
net loss of $4.04 million on $304,361 of sales for the same period
a year ago.  The Company's balance sheet at March 31, 2013, showed
$1.47 million in total assets, $3.31 million in total liabilities
and a $1.83 million total stockholders' deficit.


GLYECO INC: To Buy GSS's Glycol Recycling Business in Maryland
--------------------------------------------------------------
GlyEco, Inc., entered into a preliminary agreement with GSS
Automotive Recycling, Inc., to purchase GSS's glycol recycling
business located in Landover, MD.

Pursuant to the Preliminary Agreement, the Company has agreed to
purchase from GSS, and GSS has agreed to sell to the Company,
GSS's business and all of its assets, free and clear of any
encumbrances.

The Company will provide $400,000 in cash to be delivered upon the
closing of the transaction and 460,000 shares of the Company's
unregistered common stock, $0.0001 par value per share, of which
200,000 shares will be held in escrow for a period of one year to
secure the representations and warranties made by GSS relating to
the business.

GSS will provide a net working capital of $50,000 upon the closing
of the transaction.

The parties intend the Preliminary Agreement to create a binding
obligation.  The terms are agreed upon in anticipation of the
completion of a more definitive Asset Purchase Agreement, which
will supersede and replace the Preliminary Agreement.  If, despite
the best efforts of the parties to negotiate, an Asset Purchase
Agreement is not entered into by Oct. 1, 2013, either party may
terminate the Preliminary Agreement.

The terms are subject to change contingent upon an audit of GSS's
business by GlyEco.  GSS has agreed to assist GlyEco in its
performance of such a due diligence investigation of the business
and to provide the Company with reasonable access to its books,
records, and other information pertaining to the business.

                        About GlyEco, Inc.

Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.

Glyeco, Inc., disclosed a net loss of $1.86 million on $1.26
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $592,171 on $824,289 of net sales for the year
ended Dec. 31, 2011.  The Company's balance sheet at March 31,
2013, showed $9.16 million in total assets, $2.63 million in total
liabilities and $6.53 million in total stockholders' equity.

Jorgensen & Co., in Lehi, UT, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has not yet achieved profitable operations and is
dependent on its ability to raise capital from stockholders or
other sources and other factors to sustain operations.  These
factors, among other matters, raise substantial doubt that the
Company will be able to continue as a going concern.


GREAT PLATTE: River Archway Museum Proposes Chapter 11 Plan
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Great Platte River Road Archway, a tourist
attraction spanning Interstate 80 near Kearney, Nebraska, proposed
a Chapter 11 plan offering bondholders $50,000 to pay off
$20 million in debt.

The report notes that the museum filed a reorganization plan
offering $50,000 cash in full satisfaction of the $20 million in
bonds.  For $100,000 in unsecured claims, the plan is offering
another $50,000.  Featuring 89,000 blades of grass in dioramas
with 24 life sized cast figures, the museum depicts pioneers
heading west across Nebraska.

According to the report, the museum has pledges from donors
willing to contribute $132,000 if the reorganization plan is
implemented.

Objections to the explanatory disclosure statement are due
July 23.

                        About Great Platte

The Great Platte River Road Memorial Foundation owns the
Platte River Road Archway, an eight-story tall museum that was
built in 2000 with $60 million in industrial revenue bonds.
The museum is 129 miles (208 kilometers) west of Lincoln,
Nebraska, and 317 miles east of Cheyenne, Wyoming.  Admission is
$12 for adults and between $8 and $5 for children.

The attraction never generated enough income to cover operating
expenses and debt service.    The first default occurred in 2002
when the outstanding amount on the bonds was reduced to $22
million.

Great Platte River sought Chapter 11 protection (Bankr. D. Neb.
Case No. 13-40411) on March 6, 2013.  T. Randall Wright, Esq., at
Baird Holm, LLP, in Omaha, Nebraska.  The Debtor estimated assets
of $100,001 to $500,000 and debts of $10 million to $50 million.


HANDY HARDWARE: Has July 25 Hearing to Confirm Exit Plan
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing commencing July 25, 2013, at 1 p.m., to consider
the confirmation of Handy Hardware Wholesale, Inc.'s Chapter 11
Plan.  Objections, if any, are due July 22.

The Court has entered an order approving the Second Amended
Disclosure Statement in support of the Second Amended Plan of
Reorganization.

A hearing on any Rule 3018 motion will be heard on July 18, at
11:30 a.m.  Objections, if any, are due July 17.

Ballots accepting or rejecting the Plan are due July 18, at 5 p.m.
Ballots must be submitted to the Debtor's claims agent:

   1. via second class or regular mail:

         Donlin Recano & Company, Inc.
         Re: Handy Hardware Wholesale, Inc.
         P.O. Box 2054, Murray Hill Station
         New York, NY 10156

   2: via overnight courier or hand delivery:

         Donlin, Recano & Company, Inc.
         Re: Handy Hardware Wholesale, Inc.
         419 Park Avenue South, Suite 1206
         New York, NY 10016

Any objection to the cure notice must be filed by July 22, at
4 p.m.  If a cure objection is not resolved, the Court will
determine the amount of any disputed cure amount at the hearing
scheduled for July 25, at 1 p.m.

As reported by the Troubled Company Reporter, the Plan will hand
ownership of the Debtor to Littlejohn Management Holdings in
return for a $4 million contribution to cover wind-down costs for
the estate and pay unsecured creditors on a pro-rated basis.

The Plan proposes to pay or roll over working capital financing
from first-lien lender Wells Fargo Bank NA.  Capital One Bank USA
NA, with liens on warehouses in Houston and Meridian, Mississippi,
will receive title to both facilities and lease the Houston
property back to the purchaser.  The Mississippi warehouse was
closed.  Capital One is owed $25.8 million.

The Plan says unsecured creditors will have allowed claims of
$35 million to $56 million, and are projected to recoup 8 percent
to 12 percent.  For unsecured creditors, a significant feature the
Plan is the waiver of claims to sue for preferences, or payments
received with 90 days of bankruptcy.

Equity interests in the Debtor will be extinguished.

                      About Handy Hardware

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

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

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

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

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


HERCULES OFFSHORE: Completes Issuance of $400 Million Sr. Notes
---------------------------------------------------------------
Hercules Offshore, Inc., successfully completed the issuance and
sale of $400,000,000 aggregate principal amount of 8.750 percent
Senior Notes due 2021.  The Company's obligations under the Notes
are jointly and severally, fully and unconditionally guaranteed,
on a senior unsecured basis, by each of the Company's current and
future domestic restricted subsidiaries that incur or guarantee
indebtedness under a credit facility, including the Company's
existing revolving credit facility.

The Company received net proceeds from the Notes offering of
approximately $393 million, after deducting the initial
purchasers' discount and estimated offering expenses.  The Company
is using the net proceeds, together with cash on hand (including
the proceeds of approximately $104 million the Company expects to
receive from the sales of its inland barge rigs, domestic
liftboats and related assets), to fund its acquisitions of
Discovery shares and the final payment of $333.9 million due for
Discovery Triumph and Discovery Resilience.

The Notes and the Guarantees were issued pursuant to an indenture,
dated July 8, 2013, by and between the Issuers and U.S. Bank
National Association, as trustee.  The Notes accrue interest from
July 8, 2013, at a rate of 8.750 percent per year.  Interest on
the Notes is payable semi-annually in arrears on January 15 and
July 15 of each year, beginning Jan. 15, 2014.  The Notes mature
on July 15, 2021.

The Company, at its option, may redeem all or part of the Notes,
at any time prior to July 15, 2017, at a price equal to 100
percent of the aggregate principal amount of the Notes to be
redeemed, plus the Applicable Premium as of, and accrued and
unpaid interest, if any, to, the applicable redemption date.

Additional information is available for free at:

                        http://is.gd/mOE7QW

                      About Hercules Offshore

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

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

                           *     *     *

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

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


HERON LAKE: Neal Greenberg is Interim Chief Financial Officer
-------------------------------------------------------------
Heron Lake BioEnergy, LLC, entered into a letter agreement with
CFO Systems, LLC, pursuant to which CFO Systems will provide
financial and consulting services to the Company typical of the
those needed for the CFO role at a rate of $150 per hour of CFO
time and $75 per hour of staff time.  Either party may terminate
the Letter Agreement upon 30 days' written notice.  The Company
made a deposit of $3,000 to be applied against future invoices
under the Letter Agreement.

In connection with the Letter Agreement, Neal Greenberg, age 58,
agreed to serve as the Company's Interim Chief Financial Officer
effective July 8, 2013.  Michael L. Mattison resigned as the
Company's Chief Financial Officer on July 5, 2013.

Mr. Greenberg has been a director of CFO Systems since July 2012.
Prior to joining CFO Systems, he served as the Director of
Operations of MedWellRx from August 2011 to June 2012, served as
the Controller of Jet Linx, LLC, from July 2010 to August 2011,
and was the Director of Financial Reporting as a full-time
consultant for American Gramaphone from July 2003 to July 2010.
Mr. Greenberg has more than 30 years of financial and operations
experience specializing in the manufacturing, healthcare,
communications and advertising industries.  Through CFO Systems,
he works closely with clients to improve operational efficiency,
develop strategic plans, improve balance sheet management and
strengthen board relations.  Mr. Greenberg's experience with other
ethanol facilities includes SEC XBRL tagging, management of the
Form 10-Q and Form 10-K filing process, building a forecast model,
and refining the management financial reporting process.

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

                        http://is.gd/mll4DT

                          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."


HOSPITAL DE DAMAS: Employees' Claim for Christmas Bonus Rejected
----------------------------------------------------------------
At the behest of Hospital de Damas, Inc., Bankruptcy Judge Edward
A. Godoy disallowed proofs of claim 95 and 98 seeking payment of
2009 and 2008 Christmas bonuses filed by certain union members who
were or are also employees of the Ponce, Puerto Rico-based
hospital.  A copy of Judge Godoy's July 9, 2013 Opinion and Order
is available at http://is.gd/0yA5lWfrom Leagle.com.

                      About Hospital de Damas

Ponce, Puerto Rico-based Hospital de Damas, Inc., has operated a
general acute care hospital, providing critical care, general
medical and skilled nursing services.  The Debtor is a wholly
owned subsidiary of Fundacion Damas Inc.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
P.R. Case No. 10-08844) on Sept. 24, 2010.  According to its
schedules, the Debtor disclosed US$24,017,166 in total assets and
US$21,267,263 in total liabilities.

Attorneys at Charles A. Cuprill, P.S.C., in San Juan, Puerto
Rico, represent the Debtor as counsel.  Jorge P. Sala Law Offices
serves as the Debtor's labor law special counsel, assisted by
special counsel Fiddler, Gonzalez & Rodriguez, P.S.C.  Attorneys
at Kilpatrick Townsend & Stockton LLP, in Atlanta, Ga., represent
the Official Committee of Unsecured Creditors as counsel.


IDERA PHARMACEUTICALS: Appoints James Geraghty as Chairman
----------------------------------------------------------
Idera Pharmaceuticals, Inc., has appointed James Geraghty to serve
as a member of the Board of Directors and also as its Chairman.
Mr. Geraghty has held a wide range of leadership positions during
a 20-year career at Genzyme Corporation, including substantial
experience overseeing product development, commercial launches,
and strategic transactions.  Mr. Geraghty also served as a Senior
Vice President of Sanofi SA following its acquisition of Genzyme,
and recently took on a role as an Entrepreneur-in-Residence at
Third Rock Ventures.

"It is my great pleasure to welcome Jim to Idera at this
transformative period.  We believe that the recently announced
results of our clinical trials with Toll-like Receptor (TLR)
antagonist drug candidates provide proof-of-concept for TLR
antagonism as a novel approach to the treatment of psoriasis and
potentially other autoimmune and inflammatory diseases," said Dr.
Sudhir Agrawal, chief executive officer of Idera.  "I believe that
the addition of Jim and his extensive experience comes at an ideal
moment, and we look forward to his guidance and contributions as
we advance our programs toward later stage development."

"Idera has established a clear leadership position in TLR
research, and has generated very promising development candidates.
I believe these candidates are poised to make important
contributions to patients with serious diseases, and look forward
to working with the entire Idera team to bring these TLR
candidates through clinical development and to market," said Mr.
James Geraghty.

James Geraghty is a life sciences industry leader.  Currently an
Entrepreneur-in-Residence at Third Rock Ventures, Jim served as
Senior Vice President, North America Strategy and Business
Development at Sanofi, where he was a member of the Office of the
CEO. Prior to Sanofi's acquisition Jim spent 20 years at Genzyme
Corporation, most recently as Senior Vice President, and helped
Genzyme introduce rare disease therapies around the world.  His
roles included President of Genzyme Europe, where he oversaw
several new product launches, and General Manager of Genzyme's
cardiovascular business, where he guided the development of a
recently approved antisense product.  He also led strategic
transactions that brought important new products into Genzyme, as
well as divestitures valued at over $1 billion.  He was previously
Chairman, President and CEO of Genzyme Transgenics Corporation
(later GTC Biotherapeutics), which he founded and took public. Jim
served as co-chair of the executive committee for BIO 2007, was
for a number of years a member of the board of Bluebird Bio, and
continues to serve on the board of Bio Ventures for Global Health
(BVGH).  A graduate of the Yale Law School, he has published
articles in the Yale Law Journal, Health Affairs and elsewhere.
He holds an MS from the University of Pennsylvania and a BA from
Georgetown University.

In accordance with the Company's director compensation program,
Mr. Geraghty will receive an annual cash retainer of $35,000 for
service on the Board of Directors, which is payable quarterly in
arrears.  The Company's director compensation program includes a
stock-for-fees policy, under which Mr. Geraghty has the right to
elect, on a quarterly basis, to receive Common Stock of the
Company in lieu of the cash fees.

In addition, upon his election to the Board of Directors, Mr.
Geraghty was granted an option to purchase 450,000 shares of the
Company's Common Stock at an exercise price of $0.71 per share.

                  About Idera Pharmaceuticals

Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is a
clinical stage biotechnology company engaged in the discovery and
development of novel synthetic DNA- and RNA-based drug candidates
that are designed to modulate immune responses mediated through
Toll-like Receptors, or TLRs.  The Company has two drug
candidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, a
TLR7, TLR8, and TLR9 antagonist, in clinical development for the
treatment of autoimmune and inflammatory diseases.

In the auditors' report on the consolidated financial statements
for the year ended Dec. 31, 2012, Ernst & Young LLP, in Boston,
Mass., expressed substantial doubt about Idera's ability to
continue as a going concern, citing recurring losses and negative
cash flows from operations and the necessity to raise additional
capital or alternative means of financial support, or both, prior
to Dec. 31, 2013, in order to continue to fund its operations.

The Company reported a net loss of $19.2 million on $51,000 of
revenue in 2012, compared with a net loss of $23.8 million on
$53,000 of revenue in 2011.  Revenue in 2012 and 2011 consisted of
reimbursement by licensees of costs associated with patent
maintenance.

The Company's balance sheet at March 31, 2013, showed $6.81
million in total assets, $4.10 million in total liabilities, $5.92
million in series D redeemable convertible preferred stock, and a
$3.21 million total stockholders' deficit.


INTELLICELL BIOSCIENCES: Issues Add'l 7 Million Shares to Hanover
-----------------------------------------------------------------
Intellicell Biosciences, Inc., on July 12, 2013, delivered to
Hanover Holdings I, LLC, another 7,000,000 additional settlement
shares pursuant to the terms of the Settlement Agreement approved
by the Supreme Court of the State of New York, County of New York,
on May 21, 2013.

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

On May 23, 2013, the Company issued and delivered to Hanover
8,500,000 shares of the Company's common stock, $0.001 par value.

On June 17, 2013, the Company issued and delivered to Hanover
5,550,000 Additional Settlement Shares, on June 19, 2013, the
Company issued and delivered to Hanover 4,300,000 Additional
Settlement Shares, and on July 2, 2013, the Company issued and
delivered to Hanover 6,250,000 Additional Settlement Shares, in
each case pursuant to the terms of the Settlement Agreement
approved by the Order.

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

                       http://is.gd/AfT6gn

                  About Intellicell Biosciences

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

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

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


INVESTORS LENDING: McCallar Firm Wins Fees Battle Over Committee
----------------------------------------------------------------
Bankruptcy Judge Lamar W. Davis, Jr., granted McCallar Law Firm's
Application for Attorneys' Fees for its work as counsel to the
Official Committee of Unsecured Creditors in the Chapter 11 case
of Investors Lending Group, LLC, less a $2,500 agreed upon
reduction.  The Committee objected to the Fee Application.

The Law Firm requested interim compensation of $74,032.12 in
total, comprised of attorneys' fees in the amount of $67,279.75
and expenses in the amount of $6,752.37.  The compensation
requested was for services rendered from the period of August 8,
2012, through March 20, 2013.

The Committee requested a reduction in the amount of fees by
$16,440.  The principal basis for the Committee's objection is
duplication of effort.

The Law Firm has already offered to reduce the bill by $2,500.00,
which it contends more than accounts for a blended rate reduction
requested by the Committee.  In addition, the Law Firm notes that
at the outset it had agreed to a rate lower than its typical rate
for this type of case and waived charges for services it rendered
prior to Oct. 25, 2011.

According to Judge Davis, "While it is clear here that services
were billed for two attorneys' legal work at the same time, the
duplicated time was not excessive and appeared to maximize
efficiency. The Law Firm reduced its typical fees and later agreed
to an additional $2,500.00 reduction in compensation. Even if the
Committee's objection were sustained, the Law Firm's prior
concessions adequately address the Committee's requested fee
reduction. As such, the Law Firm has acted in a way which meets
the salutary goal of counsel exercising billing judgment in
setting fees."

No other objections to the Fee Application were raised, and the
Court previously entered an Order Approving Attorneys' Fees and
Expenses of $57,592.12, the amount of fees and expenses not in
dispute.

A copy of the Court's July 8, 2013 Opinion and Order is available
at http://is.gd/0wL7YRfrom Leagle.com.

                    About Investors Lending

Based in Savannah, Georgia, Investors Lending Group LLC filed for
Chapter 11 (Bankr. S.D. Ga. Case No. 11-41963) on Sept. 21, 2011.
Judge Lamar W. Davis Jr. presides over the case.  James L. Drake,
Jr. P.C., acts as counsel to the Debtor.  In its amended
schedules, the Debtor disclosed $14,197,900 in assets and
$19,133,903 in liabilities.  The petition was signed by Isaac L.
Rabhan, CEO/assistant manager.

C. James McCallar, Jr., Esq., and Tiffany E. Caron, Esq., at
McCallar Law Firm, in Savannah, Georgia, represent the Official
Committee of Unsecured Creditors.

The Debtor and the Committee filed a Joint Plan of Reorganization.
Bank of the Ozarks objected to confirmation of the Plan.  The Plan
proposed to surrender seven of twelve of BTO's collateralized
properties, and BTO contended that such a surrender would not
provide it with the indubitable equivalent of its claim.

After an evidentiary hearing on Dec. 11, 2012, the Court ruled
that the Plan would be confirmed if the Debtor and the Committee
amended the Plan to surrender to BTO properties worth $810,000 in
value (based on the values set forth in the approved Disclosure
Statement).  The Debtor and the Committee amended the Plan in
accordance with the Court's ruling, and the Plan was confirmed on
Jan. 29, 2013.  Pursuant to the Plan, the Committee has assumed
control of the reorganized Debtor.


ISTAR FINANCIAL: Moody's Changes Outlook on Ratings to Positive
---------------------------------------------------------------
Moody's Investors Service affirmed iStar Financial's February 2013
senior secured credit facilities at B1, March 2013 senior secured
credit facility Tranche A-1 at Ba3 and Tranche A-2 at B1,
corporate family rating at B2, senior unsecured debt rating at B3
and preferred stock rating at Caa2. The rating outlook was revised
to positive from stable.

Ratings Rationale:

The rating action is based on iStar's strengthened credit profile
and efforts to re-establish and grow its real estate finance
business. Leverage (debt as a percentage of total equity,
accumulated depreciation and general loan loss reserves) has
improved to 2.4X as of 1Q13 versus 3.0X at 1Q12. SFI has also made
significant progress in extending its debt maturity schedule and
its liquidity profile is solid over the near term. After repaying
all of its 2013 debt maturities, the REIT has only $305 million
maturing through 2015. Moody's notes that iStar has successfully
tapped the capital markets, raising approximately $1.3 billion in
unsecured debt, convertible debt and preferred stock since the
4Q12. Offsetting these strengths are weak earnings metrics.
Specifically, fixed charge coverage remains below 1.0X. Moody's
expects fixed charge coverage will improve in 2014 as non-
performing loans continue to decrease and iStar's operating
properties slowly stabilize.

The positive rating outlook reflects iStar's strengthened credit
metrics with the expectation that fixed charge coverage will grow
to 1.1X in 2014. The outlook also reflects Moody's expectation
that iStar will successfully grow its real estate finance
business, maintain adequate liquidity and continue to stabilize
its existing operating portfolio. Moreover, Moody's expects SFI to
operate with leverage in the 2.0x to 2.5x range over the
intermediate term and that SFI will continue to successfully tap
the capital markets to address its funding needs.

Moody's indicated that an upgrade would be predicated on fixed
charge coverage of over 1.1X (on a sustained basis), positive
momentum in its re-established lending program, good liquidity
coverage with demonstrated access to multiple capital markets and
continued declines in non-performing assets.

A return to stable outlook could occur if resolutions to its non-
performing assets stall, fixed charge coverage remains at or below
1.0X on a sustained basis, and stabilizing its operating portfolio
proves to be challenging. In addition, should SFI lending program
fail to gain reasonable traction (accounting for market
conditions), the outlook could be returned to stable.

Negative rating pressure could result should the REIT fail to
achieve resolutions of its non-performing assets at or above the
current carrying value and fixed charge coverage remaining below
1.0X. Any liquidity challenges or covenant breaches could lead to
a downgrade.

The following ratings were affirmed with a positive outlook:

iStar Financial Inc. -- February 2013 senior secured credit
facility at B1, March 2012 senior secured credit facility Tranche
A-1 at Ba3 and Tranche A-2 at B1; corporate family rating at B2;
senior unsecured debt at B3; senior debt shelf at (P) B3;
subordinated debt shelf at (P)Caa2; preferred stock at Caa2; and
preferred stock shelf at (P)Caa2.

Moody's last rating action with respect to iStar Financial Inc.
was on October 4, 2012 when Moody's assigned a B1 senior secured
rating to iStar's October 2012 senior secured facility. Moody's
simultaneously upgraded iStar's March 2012 senior secured facility
Tranche A-1 rating to Ba3 from B1, the March 2012 Tranche A-2
rating to B1 from B2, the corporate family rating to B2 from B3,
and senior unsecured debt to B3 from Caa1. These rating actions
followed the announcement that iStar planned to raise $1.8 billion
in a new senior secured credit facility which refinanced the 2011
senior secured credit facility. As a result, the 2011 senior
secured credit facility ratings were withdrawn. The rating outlook
was stable.

iStar Financial, Inc.'s ratings were assigned by evaluating
factors that Moody's considers relevant to the credit profile of
the issuer, such as the company's (i) business risk and
competitive position compared with others within the industry;
(ii) capital structure and financial risk; (iii) projected
performance over the near to intermediate term; and (iv)
management's track record and tolerance for risk. Moody's compared
these attributes against other issuers both within and outside
iStar Financial, Inc.'s core industry and believes iStar
Financial, Inc.'s ratings are comparable to those of other issuers
with similar credit risk.

iStar Financial Inc. [NYSE: SFI] is a finance and investment
company focused on the commercial real estate industry. iStar
provides custom-tailored investment capital to high-end private
and corporate owners of real estate and invests directly across a
range of real estate sectors. iStar Financial, which is taxed as a
REIT, is headquartered in New York City, and had total assets of
$6.1 billion as of March 31, 2013.


K-V PHARMACEUTICAL: 6th Amended Plan Filed
------------------------------------------
BankruptcyData reported that K-V Pharmaceutical filed with the
U.S. Bankruptcy Court a Sixth Amended Joint Chapter 11 Plan of
Reorganization and related Disclosure Statement.

According to the Disclosure Statement, "The Plan provides for
meaningful recoveries to the Debtors' various constituents and
will substantially de-lever the Debtors' capital structure by
discharging hundreds of millions of dollars of prepetition debt,
thereby providing the Debtors with greater financial flexibility.
In addition, under the Plan, the Debtors will retain Makena, their
most valuable asset, as well as each of their other pharmaceutical
products, ensuring that the Debtors will continue to operate as a
going concern upon emergence from bankruptcy. For these reasons
and others, the Debtors believe that confirmation of the Plan is
in the best interests of their estates and creditors," the report
said, citing court documents.

                     About K-V Pharmaceutical

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions
Inc.) to restructure their financial obligations.

K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel,
Williams & Connolly LLP as special litigation counsel, and SNR
Denton as special litigation counsel.  In addition, K-V tapped
Jefferies & Co., Inc., as financial advisor and investment banker.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R.
Fife, Esq., represent an Ad Hoc Senior Noteholders Group.


KIT DIGITAL: Equity Committee Urges 'No' Vote on Plan
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Kit Digital Inc. official stockholders' committee
is urging shareholders to vote against the reorganization plan
coming to court for approval at an Aug. 15 confirmation hearing.

According to the report, the plan is sponsored by some of the
company's current shareholders.  Court-approved disclosure
materials say the plan might pay unsecured creditors in full on
their claims ranging between $11.5 million and $14.85 million in
the aggregate.  The equity committee said that the plan has
"disadvantageous treatment of the debtor's equity security holders
other than the insider-led plan-sponsor group."

The report notes that rejecting the plan "is likely to lead to
opportunities to maximize equity security holders' return," the
group says in a letter being sent to shareholders.  Previously,
the equity committee said it found "at least two qualified
bidders" offering proposals more attractive than the
reorganization plan where a group of shareholders including the
company's chief executive will buy the software developer for
digital video management.

The report relates that it remains to be seen whether the official
creditors' committee likewise urges the judge not to approve the
plan.  The creditors' committee previously said the plan might end
up paying only 40 percent to its constituency, not full payment as
the company said earlier in the case.  The creditors retained the
ability to object to the plan for violating the absolute priority
rule because shareholders could retain ownership without a
guarantee of full payment to creditors.

The report says that Kit filed for Chapter 11 reorganization in
late April after working out the plan in advance.  Three existing
shareholders are offering to pay $25 million for 89.3 percent of
the stock.  They are Prescott Group Capital Management, JEC
Capital Partners, and Stichting Bewaarder Ratio Capital Partners.

The report discloses that according to an ad hoc group of other
stockholders, JEC is a private-equity investor affiliated with
Kit's chief executive officer.  The $3 million loan financing the
Chapter 11 effort would convert into the other 10.7 percent of the
stock, under the company's 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.


KLEEN ENERGY: Fitch Affirms 'BB' Term Loan Ratings, Outlook Neg
---------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' rating on Kleen Energy
Systems, LLC's $435 million ($308 million outstanding) term loan A
due 2018 and $295 million ($279 million outstanding) term loan B
due 2024. The Rating Outlook is Negative.

Key Rating Drivers

-- Fixed price agreements: Kleen's revenues are initially derived
   from fixed-price tolling and capacity agreements with
   investment-grade counterparties, partially mitigating price
   risks through 2017. Once the tolling agreement expires, a
   scheduled step-down in debt service should moderate Kleen's
   energy price exposure during the merchant period. Capacity
   payments should provide additional revenue support over the
   long term. Revenue Risk: Midrange

-- Lack of operational history: Kleen has not yet established a
   stable cost profile or demonstrated a pattern of consistent
   operating performance. Fitch anticipates that actual costs will
   exceed original projections by a wide margin, heightening the
   potential impact of operational underperformance going forward.
   Kleen must meet target availability and heat rate requirements
   to avoid contractual penalties and maximize revenues.
   Favorably, Kleen benefits from commercially proven, reliable
   technology operated and maintained by experienced O&M
   providers. Operation Risk: Weaker

-- Minimal supply risk: The tolling agreement provides strong
   protection against fuel price risk through 2017, though the
   project is exposed to replacement power costs in the event of a
   forced outage. Kleen is exposed to margin risks during the
   merchant period but is not dependent on market-based revenues,
   as capacity payments alone should be sufficient to meet debt
   service requirements. Volumetric risks are minimal, as the
   project is situated in a highly liquid and competitive natural
   gas market. Supply Risk: Midrange

-- Mitigated refinancing risk: Fitch believes it is likely that
   Kleen will fully prepay the term loan A balloon payment prior
   to maturity. The supplemental amortization mechanism relies
   upon contracted revenues during the tolling period, and catch-
   up provisions provide some protection against temporary
   interruptions in cash flow. Kleen's debt structure otherwise
   incorporates standard terms and conditions with adequate
   liquidity provisions. Debt Structure: Midrange

-- Weakened financial profile: Fitch-projected debt service
   coverage ratios (DSCRs) range between 1.25x and 1.35x during
   the tolling period under a Fitch rating case that considers a
   combination of low availability, technical underperformance,
   and further increases to a deteriorating cost profile. The
   rating is not constrained by financial performance during the
   merchant period, primarily due to declining debt service
   relative to higher projected revenues.

Rating Sensitivities

-- Cost stability: Consistent demonstration of a stable cost
   profile would be consistent with the rating, while further
   increases in costs would heighten the project's vulnerability
   to operating event risks.

-- Operating performance shortfall: Persistently low availability
   or an accelerated degradation in heat rates would reduce
   revenue and potentially subject the project to contractual
   penalties.

-- Inability to refinance: In the event that an outstanding
   balance remains on the term loan A at maturity, market
   conditions and/or project-specific factors could prevent Kleen
   from refinancing.

Security
The collateral includes a first-priority security interest in the
ownership interests in Kleen, all real and personal property,
including Kleen's rights under the project documents, the project
accounts, and all revenues.

Credit Update
Kleen's recent financial performance generally met Fitch's revised
base case projections, which incorporate a combination of lower
revenues and higher O&M costs that exceed the sponsor's original
projections by an estimated 50% to 60%. Fitch estimates Kleen's
DSCR at 1.41x for 2012, exceeding Fitch's 1.35x forecast by a
small margin. Kleen has generated sufficient excess cash flow to
pay cumulative supplemental amortization payments of $28.5 million
on the term loan A, as originally projected.

The Negative Outlook reflects the potential for additional
volatility in Kleen's cost structure as the project continues its
effort to establish a stable operating profile. Fitch will
reassess the stability of the project's cost structure once Kleen
completes another full year of operations. Regional Greenhouse Gas
Initiative expenses in 2013 may exceed the cost incurred in 2012,
as allowance prices have risen to more than twice the floor price.
The Connecticut Gross Receipts Tax may increase as well, depending
upon the price of natural gas and the level of dispatch.

Kleen's operational metrics are consistent with original
projections, and both availability and heat rates have generally
exceeded contractual thresholds. The capacity factor averaged 75%
and Kleen achieved availability of 98.64% in 2012. Year-to-date
availability through May 2013 fell to 91.5% due to a week-long
forced outage in January after the facility experienced fuel oil
leaks. The issue was permanently resolved at the expense of
Siemens, which performs major maintenance under a long-term
services agreement.

Kleen incurred approximately $4 million of market-based
replacement power charges as a result of the forced outage. Fitch
estimates that the outage will have a negative impact of 0.05x on
the 2013 DSCR. Revenues otherwise remain subject to the capacity
price dispute with Connecticut Light and Power (Fitch IDR 'BBB+'
with a Stable Outlook) and variability in nodal pricing
differentials under the tolling agreement.

Kleen is a special-purpose company created to own and operate the
project, which consists of a 620-megawatt combined-cycle electric
generating facility located near Middletown, CT. Kleen sells
capacity under a 15-year agreement with CL&P. Exelon Generation
Company (ExGen, Fitch IDR 'BBB+' with a Stable Outlook) purchases
the facility's energy output under a seven-year tolling agreement.
Exelon Corp. Fitch IDR 'BBB+' with a Stable Outlook), ExGen's
parent, has partially guaranteed ExGen's contractual obligations.


LANCER MANAGEMENT: 11th Cir. Tosses Members' Bid for Legal Fees
---------------------------------------------------------------
The United States Court of Appeals, Eleventh Circuit, affirmed the
denial of the respective motions of John Bendall, Jr., and Martin
Garvey for award of attorney's fees and costs stemming from a
civil enforcement action initiated by the Securities and Exchange
Commission for violations of federal securities laws.  Messrs.
Bendall and Garvey proceeded pro se in their appeal.

On July 8, 2003, the SEC commenced an enforcement action in
federal court against Michael Lauer, Lancer Management Group, LLC,
and Lancer Management Group II, LLC, as well as several hedge
funds that these parties managed including Lancer Offshore, Inc.
("Offshore"); Lancer Partners L.P. ("Partners"); OmniFund, Ltd.
("OmniFund"); LSPV, Inc. ("LSPV"); and LSPV, LLC ("Partners
LSPV"), alleging multiple counts of federal securities fraud
dating back to March 2000.

Mr. Garvey maintained a 10% interest in Lancer, was the manager of
Partners, and handled many functions for Lancer, Lancer II, and
the various investment funds.  Mr. Bendall was a member of the
Board of Directors of Offshore and OmniFund.

On July 10, 2003, the district court entered an order appointing
Marty Steinberg, a Miami attorney, as Receiver, for Lancer, Lancer
II, Offshore, OmniFund, LSPV, and Partners LSPV. The Receiver was
tasked to, among other things, take immediate possession of all
property and assets belonging to any of the Entities, investigate
the Entities' financial affairs, and make or authorize payments
and disbursements from the Entities' funds and assets.

Mr. Bendall acknowledged in his motion for fees that he began
accruing legal fees related to his role as director of Offshore
and OmniFund as early as Sept. 24, 2003.  Mr. Garvey similarly
began incurring legal fees related to similar suits as early as
July 18, 2003.

On Jan. 8, 2004, the district court entered a case management
order, upon motion by the Receiver, indicating that "[a]ll persons
or entities with claims or demands against any Receivership Entity
must present their claims to the Receiver in accordance with this
Order."  The district court specifically noted that the claims bar
date was April 1, 2004.  The district court directed the Receiver
to provide notice of the claims bar date, either via mail or
publication notice, on or before Jan. 23, 2004.

Mr. Bendall filed a motion seeking the award of attorney's fees
and costs on Nov. 18, 2011, and Mr. Garvey filed a counseled
motion for attorney's fees and costs on March 1, 2012.  They
argued they were entitled to indemnification from the Receivership
Entities for attorney's fees and costs based on provisions of
Offshore's Articles of Association and Private Placement
Memorandum.

Mr. Garvey argued he was entitled to reimbursement of $564,112
incurred while defending himself against related civil and
criminal charges between 2003 and 2009.  Mr. Bendall argued he was
entitled to reimbursement of $51,719 incurred while defending
himself in two related civil lawsuits.  The district court denied
both motions, concluding that Messrs. Garvey and Bendall were not
entitled to indemnification because they failed to file a proof of
claim, contingent or otherwise, by the claims bar date.

On appeal, Messrs. Garvey and Bendall argue that the district
court erred by denying their motions for attorney's fees and
costs, based on the fact that they failed to file a proof of claim
by the court-ordered claims bar date of April 1, 2004. They
maintain that, because they were legally covered by explicit
contractual indemnification provisions, they were entitled to
reimbursement of their attorney's fees and costs incurred in
connection with Lancer-related litigation as a matter of law. They
also counter that the claims bar date did not apply to them
because they were not investors or creditors of any of the
Receivership Entities, and the indemnification provisions did not
contain bar dates.

The Eleventh Circuit held that Messrs. Garvey and Bendall
possessed a contingent claim for attorney's fees and legal costs
under the indemnification provisions contained in Offshore's
Articles of Association and PPM prior to the expiration of the
claims bar date.  Because they were clearly "persons" attempting
to assert a "claim" against the Receivership Entities, they were
bound by the district court's case management order and, as such,
were required to file proofs of claim prior to the claims bar
date.

The appellate case is, JOHN W. BENDALL, JR., MARTIN GARVEY,
Interested Parties-Appellants, v. LANCER MANAGEMENT GROUP, LLC,
LANCER MANAGEMENT GROUP II, LLC, et al., Defendants-Appellees, No.
12-16068 (11th Cir.).  A copy of the Eleventh Circuit's per curiam
decision dated July 9, 2013, is available at http://is.gd/FsJIAT
from Leagle.com.


LDK SOLAR: Shareholders Re-Elect Four Directors
-----------------------------------------------
LDK Solar Co., Ltd., held its annual general meeting on July 10,
2013, at the Company's office in Hong Kong, at which the
shareholders approved:

   (a) the adoption of the 2012 annual report;

   (b) the adoption of the 2013 stock incentive plan; and

   (c) the re-election of directors, Peng Xiaofeng (chairman of
       the board), Liu Zhibin (non-executive director), Liu Xuezhi
      (non-executive director) and Liang Junwu (independent
       director).

The total number of members of the board of directors of LDK Solar
remains at 11.  KPMG was re-appointed as LDK Solar's outside
auditors for the fiscal year 2013.  Shareholders did not approve
the issue of warrants in connection with the settlement of an
investor's holdings of LDK Solar's 4.75 percent convertible senior
notes due April 2013.

There were an aggregate of 79,264,399 shares represented in person
or by proxy throughout the duration of the meeting, including
shares underlying American depositary shares.

                           About LDK Solar

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

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

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

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


LIGHTSQUARED INC: To Proceed to Trial over Ergen Trades
-------------------------------------------------------
Reuters reported that bankrupt wireless communications firm
Lightsquared Inc plans to go to trial with its lenders over
whether Dish Network chairman Charles Ergen's acquisition of big
chunks of its loan debt violated an agreement pertaining to how
LightSquared can restructure.

According to the report, the trial, announced by LightSquared and
its lenders after the sides said they could not resolve the
dispute consensually, escalates a battle between Ergen and Phil
Falcone, head of LightSquared owner Harbinger Capital, over
control of the company.

The dispute centers on a February agreement between LightSquared
and an informal committee of some of its lenders governing certain
aspects of LightSquared's restructuring, the report said.  Key
provisions of the deal have been kept private by the parties.

According to court papers filed in the U.S. Bankruptcy Court in
Manhattan, the deal hinged on the lender committee being
LightSquared's largest creditor constituency, which ceased to be
the case once Ergen began buying up large chunks of the debt, thus
voiding the deal, LightSquared has argued, the report further
related.

Ergen has countered that no breach occurred because he eventually
joined the committee, the report said.

                      About LightSquared Inc.

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

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

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

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


LIGHTSQUARED INC: Status Conference Postponed
---------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that LightSquared Inc. was scheduled to have a status
conference July 10 in bankruptcy court regarding a dispute where
secured lenders charge the company with improperly disregarding a
purchase offer from Dish Networks Corp. at a price that would pay
creditors in full.

According to the report, the status hearing was canceled.
Sometimes, contending parties in bankruptcy cases postpone
hearings when negotiations are in progress that might result in
settlement.

The report discloses that barring settlement, there is to be a
July 16 hearing where the bankruptcy court will sort out the
dispute and decide whether either side violated an agreement
giving LightSquared more time to file a reorganization plan.

                      About LightSquared Inc.

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

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

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

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


MACCO PROPERTIES: July 17 Hearing on Plan Outline Stricken
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Oklahoma
entered an order modifying the scheduling order and notice of
hearing in relation to the Chapter 11 Plan for Macco Properties,
et al.

The order provides that the deadline for Jennifer Price, the Plan
Proponent, to file and serve a further amended plan of
reorganization and disclosure statement is modified to be the 10th
day after the closing of the Chapter 11 trustee's pending sale of
the Debtor's bankruptcy estate's membership interests in SEP
Riverpark Plaza Apartments, LLC and JU Villa Del Mar Apartments,
LLC.

All other filing deadlines stated in the Court's order of May 16,
2013, are stricken, subject to re-setting upon proper application.
The currently scheduled hearing -- July 17 -- to consider the
adequacy of an Amended Disclosure Statement is stricken, subject
to re-setting upon proper application.

Interested party has Jennifer Price requested that the July 17
hearing date be stricken because the existing schedule was
premised upon the expectation that the Chapter 11 trustee would
complete the sale of the Debtor's membership interests in SEP
Riverpark Plaza Apartments, LLC and JU Villa Del Mar Apartments,
LLC.  On May 31, the parties to the membership sale agreed to
extend the closing date of the membership sale to a date not later
than June 20.

                      About Macco Properties

Oklahoma City, Oklahoma-based Macco Properties, Inc., is a
property management company that is the sole or controlling member
and/or manager of numerous multi-family residential rental units
in Oklahoma City, Oklahoma, Wichita, Kansas, and Dallas, Texas,
and several and commercial business properties in Oklahoma City,
Oklahoma, and Holbrook, Arizona.

Macco Properties filed for Chapter 11 bankruptcy protection
(Bankr. W.D. Okla. Case No. 10-16682) on Nov. 2, 2010.  The Debtor
disclosed $50,823,581 in total assets, and $4,323,034 in total
liabilities.

Affiliated entities also sought bankruptcy protection: NV Brooks
Apartm ents, LLC (10-16503); JU Villa Del Mar Apartments, LLC and
(10-16842); and SEP Riverpark Plaza, LLC (10-16832).  SEP
Riverpark Plaza owns or controls The Riverpark Apartments, a
multi-family apartment complex located in Wichita, Kansas.

Receivership Services Corp., a division of the Martens Cos.,
serves as property manager for the six Wichita apartment complexes
caught up in the bankruptcy of Macco Properties of Oklahoma City.

On May 31, 2011, an Order was entered appointing Michael E. Deeba
as the Chapter 11 Trustee for Macco Properties.  He is represented
by Christopher T. Stein, of counsel to the firm of Bellingham &
Loyd, P.C.  Grubb & Ellis/Martens Commercial Group LLC acts as
the Chapter 11 Trustee's exclusive listing broker/realtor for
properties.

The Official Unsecured Creditors' Committee is represented by
Ruston C. Welch, at Welch Law Firm, P.C., in Oklahoma City.


MARIAH RE: Wants $100MM Back After 'Falsified' Storm Report
-----------------------------------------------------------
Bibeka Shrestha of BankruptcyLaw360 reported that the liquidators
of Mariah Re Ltd. have launched a $100 million suit against
American Family Mutual Insurance Co., ISO Services Inc. and AIR
Worldwide Corp. in New York federal court, claiming a doctored
report let American Family score more reinsurance than it was owed
for a severe April 2011 storm.

According to the report, Mariah, a special purpose vehicle created
to provide reinsurance to American Family for severe weather-
related losses, filed a complaint July 3, accusing the companies
of flagrantly violating basic agreements.

The case is Mariah Re Ltd. (In Liquidation) v. American Family
Mutual Insurance Company et al., Case No. 1:13-cv-04657 (S.D.N.Y.)
before Judge Richard J. Sullivan.

Messrs. Geoffrey Varga and Jess Shakespeare of Kinetic Partners
were appointed as new liquidators of Mariah Re.

The Liquidators can be reached at:

          Geoffrey Varga
          Jess Shakespeare
          KINETIC PARTNERS (CAYMAN) LIMITED
          The Harbour Centre, 42 North Church Street
          P.O. Box 10387, Grand Cayman KY1-1004
          Cayman Islands


MERRIMACK PHARMACEUTICALS: To Offer $125 Million of Securities
--------------------------------------------------------------
Merrimack Pharmaceuticals, Inc., intends to offer, subject to
market and other conditions, $50 million of its common stock and
$75 million in aggregate principal amount of its convertible
senior notes due 2020 in concurrent underwritten public offerings
pursuant to Merrimack's effective Registration Statement on Form
S-3.

Merrimack expects to grant the underwriters in the common stock
offering an option, exercisable for 30 days, to purchase up to an
additional $7.5 million of its common stock and to grant the
underwriters in the Notes offering an option, exercisable for 30
days, to purchase up to an additional $11.25 million in aggregate
principal amount of the Notes.  The interest rate, conversion
rate, conversion price and other terms of the Notes offered in the
Notes offering and the public offering price of the shares of
common stock offered in the common stock offering will be
determined by negotiations between Merrimack and the underwriters
in the respective offerings.

Merrimack expects to use the net proceeds from both offerings to
complete the clinical development of, seek marketing approval for
and fund pre-approval commercial efforts for MM-398 for the
treatment of patients with metastatic pancreatic cancer whose
cancer has progressed on treatment with the chemotherapy drug
gemcitabine, to partially fund the clinical development of other
clinical stage product candidates (including MM-398 for
indications other than pancreatic cancer), to fund pre-clinical
and research and development efforts and for other general
corporate purposes.

J. P. Morgan Securities LLC and BofA Merrill Lynch are acting as
joint book-running managers of these proposed offerings.  Cowen
and Company, LLC, is acting as lead manager of the proposed common
stock offering and co-manager of the proposed Notes offering.
Oppenheimer & Co. Inc., Guggenheim Securities, LLC, and Brean
Capital, LLC, are acting as co-managers of the proposed common
stock offering.  The common stock offering and the Notes offering
will be conducted as separate public offerings by means of
separate prospectus supplements filed as part of the Registration
Statement.  The common stock offering is not contingent upon the
completion of the Notes offering, and the Notes offering is not
contingent upon the completion of the common stock offering.

                          About Merrimack

Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics.  The Company's
initial focus is in the field of oncology.  The Company has five
programs in clinical development.  In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.

Merrimack Pharmaceuticals disclosed a net loss of $91.75 million
in 2012, following a net loss of $79.67 million in 2011.  The
Company incurred a $50.15 million net loss in 2010.  The Company's
balance sheet at March 31, 2013, showed $127.32 million in total
assets, $159.46 million in total liabilities, a $32.06 million
total stockholders' deficit, and a $73,000 non-controlling
deficit.


METEX MFG: Can Employ Rath Young as Local Counsel
-------------------------------------------------
Metex Mfg. Corporation sought and obtained approval from the
Bankruptcy Court to employ Rath, Young & Pignatelli, P.C. as local
counsel to assist in the Debtor's intervention in liquidation
proceedings of The Home Insurance Company in New Hampshire, nunc
pro tunc to June 6, 2013.

Steven J. Lauwers, Esq., attests that Rath Young is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

Compensation and reimbursement of expenses to Rath Young are
capped at $50,000 in any single year.

                           About Metex

Great Neck, New York-based Metex Mfg. Corporation, formerly known
as Kentile Floors, Inc., started business in the late 1800's as a
manufacturer of cork tile, and thereafter progressed to making
composite tile for commercial and residential use.

Metex filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y.
Case No. 12-14554) on Nov. 9, 2012.  The petition was signed by
Anthony J. Miceli, president.  The Debtor estimated its assets and
debts at $100 million to $500 million.  Judge Burton R. Lifland
presides over the case.

Affiliate Kentile Floors, Inc., filed a separate Chapter 11
petition (Bankr. S.D.N.Y. Case No. 92-46466) on Nov. 20, 1992.


MIDTOWN SCOUTS: Taps Hawash Meade as Special Litigation Counsel
---------------------------------------------------------------
Midtown Scouts Square Property, LP, and Midtown Scouts Square,
LLC, sought and obtained permission from the U.S. Bankruptcy Court
for the Southern District of Texas to employ D. John Neese, Jr.,
Esq., at Hawash Meade Gaston Neese & Cicack LLP as special
litigation counsel.

The Debtors sought to retain the firm to provide the Debtors with
legal advice and services with respect to assisting, advising,
investigating, and prosecuting certain claims through trial and
appeal for the Debtors in the case styled Richey Family Limited
Partnership, Ltd., et al., v. Midtown Scouts Square Property, LP,
et al., which was pending in the before the 268th Judicial
District Court, Fort Bend County, Texas, subsequently been removed
to this court and assigned Adversary Proceeding No. 13-03108,
including prosecuting any Motion to Estimate Claim of the Richey
Family Limited Partnership, et al., pursuant to 11 U.S.C. Section
502(c) (collectively, the "Richey Litigation").

The hourly rates of Special Counsel for Adversary No. 13-03108 and
the Richey Litigation are:

    Professional                      Rates
    ------------                      -----
    D. John Neese, Jr.                $375.00
    Andrew K. Meade                   $375.00
    Associates                        $200.00
    Paralegals/Legal Assistants        $75.00

D. John Neese, Jr., will be designated as attorney-in-charge and
will be responsible for the representation.

                        About Midtown Scouts Square

Midtown Scouts Square Property, LP, and affiliate Midtown Scouts
Square, LLC, own two commercial properties located in Midtown
Houston, Texas.  The first property is a mixed use 36,000
squarefoot two-story office/restaurant building originally
constructed in 1975, while the second property is a 104,000-square
foot eight-storey parking garage with ground floor retail space,
both in Bagby Street, in Houston.

The two entities sought Chapter 11 protection (Bankr. S.D. Tex.
Lead Case No. 13-32920) on May 9, 2013.  The petitions were signed
by Erich Mundinger as president of general partner.  Judge Karen
K. Brown presides over the case.  MSS Property estimated assets
and debts of at least $10 million. Hoover Slovacek, LLP, serves as
the Debtor's counsel.


MONITRONICS INTERNATIONAL: Moody's Affirms Ba3 Rating on New Debt
-----------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 rating on the proposed
upsized $225 million first lien revolver and $916 million term
loan offered by Monitronics International, Inc. Additionally, a
Caa1 rating was assigned to the proposed $150 million add-on to
the senior unsecured notes due 2020. Moody's affirmed Monitronics'
B2 Corporate Family Rating and maintained the stable ratings
outlook.

Proceeds from the incremental term loan and notes, along with an
intercompany loan and an equity contribution from parent Ascent
Capital Group, Inc., will be used to finance the acquisition of
Security Networks, LLC and repay approximately $20 million of
borrowings on the revolver. The $508 million purchase price
represents about a 58x multiple of estimated recurring monthly
revenue of $8.8 million at August 31, 2013.

Ratings assigned (and Loss Given Default assessments):

  Proposed $150 million senior unsecured notes due April 2020,
  Caa1 (LGD5, 81%)

Ratings affirmed (and Loss Given Default assessments):

  $225 million (upsized from $150 million) first lien revolver
  due December 2017, Ba3 (LGD2, to 29% from 32%)

  $916 million (upsized from $691 million) first lien term loan
  due March 2018, Ba3 (LGD2, to 29% from 32%)

  $410 million senior unsecured notes due April 2020, Caa1 (LGD5,
  to 81% from 86%)

  Corporate Family Rating, B2

  Probability of Default Rating, B2-PD

  Speculative Grade Liquidity Rating, SGL-3

All ratings are contingent upon closing of the transaction and
Moody's review of final documentation.

Ratings Rationale:

"The acquisition of Security Networks will boost Monitronics share
in the growing residential alarm monitoring market and expand its
dealer network, a key component to growth," stated Moody's analyst
Suzanne Wingo. Although financial leverage will rise initially,
Moody's expects Monitronics to use cash generation for incremental
subscriber accounts. The upsized revolver will provide greater
capacity to further grow the business.

The B2 CFR reflects Moody's expectation for a de-leveraging of
debt / RMR to the 35-37x range over the next 12-18 months as
Monitronics grows RMR by about 10% annually. At closing and at the
end of 2013, Moody's estimates that debt / RMR will be between 38-
39x, which is weaker than B2-rated competitors Protection One and
Vivint (APX Group).

Subscriber contracts provide steady and predictable revenue
streams, subject to expectations for attrition rates. Like its
competitors, Monitronics must spend a significant amount annually
to replace customers lost to attrition. However, Moody's estimates
that free cash flow would be positive in a steady state customer-
acquisition scenario. The dealer sales model provides a partly
variable cost structure and greater flexibility. The residential
alarm monitoring industry is highly fragmented with low barriers
to entry and is seeing heightened competition from cable and
telecommunication providers entering the market in an attempt to
sell additional services to existing customers. Secular changes in
technology and consumer preferences provide a longer-term threat.

The stable outlook reflects Moody's expectation that Monitronics
will successfully integrate Security Networks while continuing to
grow RMR by about 10% annually on a pro forma basis, using cash
and the revolver to fund purchases of new subscriber contracts
from dealers. While not expected in the near term, the ratings
could be upgraded if Monitronics sustains debt / RMR below 30x and
free cash flow (before growth spending) to debt above 10% while
maintaining a good liquidity profile. Conversely, the ratings
could be downgraded if debt / RMR is sustained above 38x,
attrition rates or dealer multiples increase materially, liquidity
deteriorates, or free cash flow (before growth spending)
approaches breakeven.

The principal methodology used in this rating was 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.

Headquartered in Dallas, Monitronics is owned by Ascent Capital
Group, Inc. (ticker: ASCMA). Pro forma for the acquisition,
Monitronics will provide monitored home security alarm services to
more than 1 million residential and commercial customers.


MONITRONICS INTERNATIONAL: S&P Affirms 'B' CCR; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Dallas, Texas-based Monitronics International
Inc.  The outlook is stable.

S&P also affirmed its 'B' issue rating on the company's
$913.8 million first-lien term loan (this amount includes the new
$225 add-on) and $225 million revolver (includes the new
$75 million commitment).  The recovery rating remains '3',
indicating S&P's expectation for meaningful (50% to 70%) recovery
for lenders in the event of payment default.

In addition, S&P affirmed its 'CCC+' issue-level rating on the
company's $560 million senior unsecured notes (this amount
includes the new $150 million add-on).  The recovery rating on
this debt is unchanged at '6', indicating S&P's expectation for
negligible (0% to 6%) recovery for lenders in the event of payment
default.

The company is using the new debt proceeds, as well as funds
downstreamed from Ascent, to acquire Security Networks, to repay
$19.9 million of the outstanding revolver, and to pay the
transaction's fees and expenses.

Pro forma for the transaction, Standard & Poor's adjusted debt to
adjusted last quarter ended March 31, 2013, annualized EBITDA will
increase to approximately 8.6x from 7.2x.  However, S&P expects
that leverage will decline to the low-8.0x area by the end of
fiscal 2014, largely through EBITDA growth.

"The rating on Monitronics reflects the company's 'highly
leveraged' financial risk profile [as defined in our criteria],
its reliance on debt to fund anticipated growth, and its 'weak'
business risk profile [under our criteria], which reflects its
second-tier position in the highly fragmented industry it
participates in," said Standard & Poor's credit analyst Katarzyna
Nolan.  These factors are partially offset by a highly recurring
and rapidly growing revenue base.

Monitronics uses the dealer origination model to acquire new
customer accounts.  Under this model, the company purchases
accounts from a network of independent dealers instead of creating
the accounts internally.  This results in a lower and more
flexible cost structure, but also in higher customer creation
costs than for internally created accounts.  Free cash flow is
also lower because account acquisition expenses are reflected on
the cash flow statement.  Since the industry attrition rate is
about 10% to 14% annually, significant customer acquisitions are
necessary just to maintain level operating cash flow and
subscriber base.

The stable rating outlook reflects S&P's expectation that the
company will achieve improved credit metrics over the next year
through revenue and EBITDA growth.

An upgrade in the near term is unlikely, given the company's
highly leveraged financial profile and S&P's view that it will
continue using debt to finance growth rather than to repay debt.

S&P could lower the rating if the company's operating performance
deteriorates due to acquisition integration issues or increased
competition.  S&P could also lower the rating if a spike in
attrition makes additional customer account acquisitions
necessary, and consequently, leads to a deterioration in cash flow
and liquidity such that the covenant cushion is below 15% on a
sustained basis or leverage doesn't track toward the low-8x area
over the next year as expected.


MORGUARD REAL ESTATE: DBRS Confirms 'BB' Issuer Rating
------------------------------------------------------
DBRS has confirmed the Issuer Rating of Morguard Real Estate
Investment Trust (Morguard or the Trust) at BB (high) with a
Stable trend.  The confirmation acknowledges Morguard's steady
growth in operating income and enhanced geographic diversification
in Western Canada achieved through the Trust's recent
acquisitions, while reflecting the fact that the Trust continues
to have considerable property concentration and a relatively small
portfolio, both of which are limiting factors for rating
improvement.  The Stable trend reflects DBRS's expectation that
operating income growth will remain consistent in the near to
medium term and also incorporates the potential for moderately
higher financial leverage that may be incurred with the
refinancing of upcoming debt maturities in 2013.

The rating reflects Morguard's: (1) stable core of retail
properties and government-leased office buildings, (2) consistent
occupancy in the mid-90% range, (3) asset type diversification and
(4) good financial credit metrics for the rating category.
However, the rating is limited by the Trust's: (1) above-average
property concentration, (2) relatively small portfolio, (3)
exposure to Hudson's Bay Company and Sears Canada Inc. and (4)
high level of secured debt as a proportion of total debt.

For the 12-month period ended March 31, 2013, Morguard achieved
mid-single digit growth in operating income, mainly as a result of
incremental cash flow contributions from property acquisitions in
2012 and the latter part of 2011.  Morguard's portfolio maintains
solid occupancy levels (96% as at Q1 2013) based on the stability
of the Trust's core enclosed shopping centres and government
office tenancies.  Morguard's same-portfolio net operating income
growth was a respectable 3.4% for the quarter, benefiting from
higher rental rates primarily in the Central Canada segment of the
portfolio.  In terms of financial profile, Morguard funded its
2012 property acquisitions primarily with debt, while coverage
metrics remained conservative mainly due to higher operating
income.

The Stable rating outlook reflects DBRS's expectation that
Morguard will continue to achieve reasonable growth in operating
income, predominately from its acquisition of a 100% interest in
Penn West Plaza (a Class A office property located in the central
business district of downtown Calgary) in Q4 2012.  This property
is 100% leased to Penn West Petroleum Ltd. under a 12-year lease
term, which should enhance cash flow stability going forward.  In
terms of financial profile, DBRS expects Morguard to incur
moderately higher financial leverage when it refinances upcoming
debt maturities, particularly the $170.7 million of first mortgage
bonds secured by St. Laurent Centre due on December 31, 2013.
DBRS expects any incremental portion of proceeds from prospective
debt refinancing would be used to repay short-term debt (credit
facilities and the revolver from Morguard Corporation) and fund
opportunistic acquisitions.  That said, DBRS expects that any
increase in financial leverage would remain commensurate with the
current rating category (i.e., EBITDA interest coverage should
remain above 2.30 times).

Morguard could experience a negative rating action if it delivers
materially weaker-than-expected operating and earnings
performance, and/or EBITDA interest coverage below 2.30 times on a
sustained basis.  On the other hand, a positive rating action
would likely be the result of a material increase in portfolio
size, improved property and geographic diversification and/or a
decrease in financial leverage that results in EBITDA interest
coverage above 3.00 times on sustained basis.


MOUNTAIN PROVINCE: Gahcho Kue Inks Impact Benefit Agreement
-----------------------------------------------------------
De Beers, as operator of the Gahcho Kue Project, has entered into
an Impact Benefit Agreement with the North Slave Metis Alliance
for the proposed Gahcho Kue Mine.  The agreement sets in place a
framework for De Beers and the North Slave Metis Alliance to
optimize the participation of the North Slave Metis Alliance in
the Gahcho Kue Mine through employment, business opportunities,
training and development, and financial benefits.

"This is the first Impact Benefit Agreement to be concluded for
the proposed Gahcho Kue Mine," said Glen Koropchuk, chief
operating officer.  "The two negotiating teams worked hard and
efficiently to complete this agreement, which is mutually
beneficial and builds on the strong relationship already
established.  It incorporates the shared learning we have from our
experience working together over the years at the Snap Lake Mine,
which is also operated by De Beers.  The negotiation of further
impact benefit agreements is continuing."

"This is a good day for the North Slave Metis Alliance," said Bill
Enge, president.  "The life of mine Impact Benefit Agreement that
we signed with De Beers for the proposed Gahcho Kue diamond mine
ensures the North Slave M‚tis people will benefit from this
development.  We're looking forward to working with and
strengthening our relationship with De Beers.  They have a great
track record of working with us with respect to their Snap Lake
diamond mine and we have every reason to believe their Gahcho Kue
mine track record will be matched."

The Gahcho Kue diamond mine will have a mine life of approximately
eleven years, will employ up to 700 people during construction and
approximately 400 people during operations.  It will produce on
average 4.5 million carats annually over its mine life.

                      About Mountain Province

Headquartered in Toronto, Canada, Mountain Province Diamonds Inc.
(TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/--
is a Canadian resource company in the process of permitting and
developing a diamond deposit known as the "Gahcho Kue Project"
located in the Northwest Territories of Canada.  The Company's
primary asset is its 49% interest in the Gahcho Kue Project.

Mountain Province disclosed a net loss of C$3.33 million for the
year ended Dec. 31, 2012, a net loss of C$11.53 million in 2011,
and a net loss of C$14.53 million in 2010.

"The Company's primary mineral asset is in the exploration and
evaluation stage and, as a result, the Company has no source of
revenues.  In each of the years December 31, 2012, 2011 and 2010,
the Company incurred losses, and had negative cash flows from
operating activities, and will be required to obtain additional
sources of financing to complete its business plans going into the
future.  Although the Company had working capital of $46,653,539
at December 31, 2012, including $47,693,693 of cash and cash
equivalents and short-term investments, the Company has
insufficient capital to finance its operations and the Company?s
costs of the Gahcho Kue Project (Note 7) over the next 12 months.
The Company is currently investigating various sources of
additional funding to increase the cash balances required for
ongoing operations over the foreseeable future.  These additional
sources include, but are not limited to, share offerings, private
placements, credit and debt facilities, as well as the exercise of
outstanding options.  However, there is no certainty that the
Company will be able to obtain financing from any of those
sources.  These conditions indicate the existence of a material
uncertainty that results in substantial doubt as to the Company's
ability to continue as a going concern," according to the
Company's annual report for the period ended Dec. 31, 2012.


MPG OFFICE: Settles Lawsuits Re Brookfield Acquisition Proposal
---------------------------------------------------------------
MPG Office Trust, Inc., 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 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 those agreements; and

  (iii) file a current report on Form 8-K with respect to those
        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 those conditions are not
satisfied, the Company will continue to vigorously defend these
actions.

                 2nd Amendment to Plan of Merger

MPG Office Trust, Inc., MPG Office, L.P., Brookfield DTLA Holdings
LLC, Brookfield DTLA Fund Office Trust Investor Inc., Brookfield
DTLA Fund Office Trust Inc., and Brookfield DTLA Fund Properties
LLC, entered into a Second Amendment to Agreement and Plan of
Merger to that certain Agreement and Plan of Merger, dated as of
April 24, 2013, which provides for the merger of the Company with
and into REIT Merger Sub, with REIT Merger Sub surviving the REIT
Merger, and a merger of Partnership Merger Sub with and into the
Partnership, with the Partnership surviving the Partnership
Merger.  The Amendment amends the Merger Agreement to permit the
Company to release third parties currently subject to
confidentiality agreements with the Company from any standstill or
similar provision contained in such agreements.  A copy of the
Amendment is available for free at http://is.gd/ea9I9L

                       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 CORPORATION: Can Employ McGuireWoods LLP as Counsel
-------------------------------------------------------
MSI Corporation sought and obtained permission from the Bankruptcy
Court to employ McGuireWoods LLP as counsel.

McGuireWoods' current customary hourly rates for individuals
expected to participate in the Chapter 11 cases range from $235 to
$625.

Michael J. Roeschenthaler, Esq., attests that the firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

Counsel for the Debtor can be reached at:

         Michael J. Roeschenthaler, Esq.
         Scott E. Schuster, Esq.
         625 Liberty Avenue, 23rd Floor
         Pittsburgh, PA 15222
         Tel: (412) 667-6000
         Fax: (412) 667-6050
         E-mail: mroeschenthaler@mcguirewoods.com
                 sschuster@mcguirewoods.com

MSI Corporation filed a bare-bones Chapter 11 petition (Bankr.
W.D. Pa. Case No. 13-22457) in Pittsburgh on June 7, 2013.  The
Vandergrift, Pennsylvania-based company estimated at least
$10 million in assets and less than $10 million in liabilities.


MSI CORPORATION: Files Amended List of Top Unsecured Creditors
--------------------------------------------------------------
MSI Corporation submitted to the Bankruptcy Court an amended list
that identifies its top 20 unsecured creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Euler Hermes Collections
Attn: Dennis Brown                 Huston debt       $270,230.11
600 South 7th Street
Louisville, KY 40203

Dynamark Security Centers          Trade debt          32,617.76
6622 Jefferson Road
Corpus Christi, TX 78413

D&S Industrial Contracting         Trade debt          27,040.00
4200 Casteel Drive
Coraopolis, PA 15108

H&K Equipment Company              Fork Lifts          22,038.30
4200 Casteel Drive
Coraopolis, PA 15108

Production Abrasives, Inc.         Trade debt          19,740.00
46 Sheesley Way
P.O. Box 60
Hamilton, PA 15744

Peoples Natural Gas                                    16,197.84
P.O. Box 644760
Pittsburgh, PA 15264

Ellison Industrial Controls        Trade debt          11,071.90
19 State Street
Belle Vernon, PA 15012

Stenger, Bies & Company,                                7,886.37
Inc.
1910 Cochran Road
Suite 726
Pittsburgh, PA 15220

ParenteBeard LLC                   professional         6,552.00
20 Stanwix Street                  Services rendered
Suite 800
Pittsburgh, PA 15222

Smith Tool & Supply                Production supplies  4,067.91
67 Tool Lane
New Bethlehem, PA 16242

First Insurance Funding            Trade debt           3,267.06
Corp.
P.O. Box 64468
Chicago, IL 60666

Solideal Industrial Tire           Trade debt           2,243.27
5 Acee Drive
Natrona Heights, PA 15065

Erie Bearings Company              Machinery repairs    2,182.76
P.O. Box 10307
Erie, PA 16514

R.L. Holliday Company, Inc.        Production           1,782.00
525 McNeilly Road                  supplies
Pittsburgh, PA 15226

MSC Industrial Suppy Co.           Production           1,670.79
Inc.                               & Safety Supplies
Dept. CH 0075
Palatine, IL 60055-0075

Cintas Corporation                                        961.15
P.O. Box 625737
Cincinnati, OH 45262

ENI USA, Inc.                      Trade debt             935.56
P.O. Box 7247-7028
Philadelphia, PA 19170

McCutcheon Enterprises,                                   679.00
Inc.
P.O. Box 2339
Pittsburgh, PA 15230

Direct Reimbursement
P.O. Box 292455                    Trade debt             130.30
Dayton, OH 45429

Flow International
Corporation                                                 2.01
23500 64th Avenue South
Kent, WA 98032

MSI Corporation filed a bare-bones Chapter 11 petition (Bankr.
W.D. Pa. Case No. 13-22457) in Pittsburgh on June 7, 2013.  The
Vandergrift, Pennsylvania-based company estimated at least
$10 million in assets and less than $10 million in liabilities.


MSR RESORT: Five Mile Says Bidding Plan Wastes IP Assets
--------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that Five Mile Capital
Partners LLC lodged a blistering objection to proposed bidding
procedures for intellectual property assets of Paulson & Co.'s
bankrupt real estate investment trust MSR Hotels & Resorts Inc.,
saying the REIT's plan is a recipe for wasting its assets.

According to the report, the alternative investment fund, which
labels itself as one of MSR's largest creditors, said MSR's
bidding procedures would limit the abilities of the debtor and
potential bidder to put MSR's intellectual property assets to
their best and most valuable use.

In a separate report, Maria Chutchian of BankruptcyLaw360 said
that Paulson & Co.'s real estate investment trust MSR Hotels
slammed Five Mile Capital's bid to convert MSR's bankruptcy to a
Chapter 7 case, saying the fund is getting in the way of its
efforts to sell intellectual property assets.

The REIT's objection comes a week after Five Mile petitioned a New
York bankruptcy judge to convert the Chapter 11 case or to appoint
a trustee based on its belief that MSR's management is conflicted.

                          About MSR Hotels

MSR Hotels & Resorts, Inc., returned to Chapter 11 by filing a
voluntary bankruptcy petition (Bankr. S.D.N.Y. Case No. 13-11512)
on May 8, 2013 in Manhattan.  MSR Hotels & Resorts, formerly known
as CNL Hospitality Properties, Inc., and as CNL Hotels & Resorts,
Inc., listed $500,001 to $1 million in assets, and $50 million to
$100 million in liabilities in its petition.

Paul M. Basta, Esq., at Kirkland & Ellis, LLP, represents the
Debtor.

MSR Resorts sought Chapter 11 bankruptcy to thwart a lawsuit by
lender Five Mile Capital Partners that claims it is owed tens of
millions of dollars related to the recent sale of several luxury
resorts.  MSR Hotels will seek to sell its remaining assets and
wind down.

MSR Hotels, formerly known as CNL Hotels & Resorts Inc., owned a
portfolio of eight luxury hotels with over 5,500 guest rooms.  On
Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
Then known as MSR Resort Golf Course LLC, the company and its
affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 11-10372) in Manhattan on Feb. 1, 2011.  The resorts
subject to the 2011 filings were Grand Wailea Resort and Spa,
Arizona Biltmore Resort and Spa, La Quinta Resort and Club and PGA
West, Doral Golf Resort and Spa, and Claremont Resort and Spa.

In the 2011 petitions, the five resorts had $2.2 billion in assets
and $1.9 billion in debt as of Nov. 30, 2010.  In its 2011
schedules, MSR Resort disclosed $59,399,666 in total assets and
$1,013,213,968 in total liabilities.

In the 2011 bankruptcy, James H.M. Sprayregen, P.C., Esq., Paul M.
Basta, Esq., Edward O. Sassower, Esq., and Chad J. Husnick, Esq.,
at Kirkland & Ellis, LLP, served as the Debtors' bankruptcy
counsel.  Houlihan Lokey Capital, Inc., acted as the Debtors'
financial advisor.  Kurtzman Carson Consultants LLC acted as the
Debtors' claims agent.

The Official Committee of Unsecured Creditors in the 2011 case was
represented by Martin G. Bunin, Esq., and Craig E. Freeman, Esq.,
at Alston & Bird LLP, in New York.

In March 2012, the Debtors won Court approval to sell the Doral
Golf Resort to Trump Endeavor 12 LLC, an affiliate of Donald
Trump's Trump Organization LLC, for $150 million.  An auction was
held in February that year but no other bids were received.

The 2011 Debtors won approval of a bankruptcy-exit plan in
February this year.  That plan was predicated on the sale of the
remaining four resorts by the Government of Singapore Investment
Corp. -- the world's eighth-largest sovereign wealth fund,
according to the Sovereign Wealth Fund Institute -- for $1.5
billion.

U.S. Bankruptcy Judge Sean Lane, who oversaw the 2011 cases,
overruled Plan objections by the U.S. Internal Revenue Service and
investor Five Mile.  The IRS and Five Mile alleged that the sale
created a tax liability of as much as $331 million that may not be
paid.

Bloomberg News reported that the exit plan provides for repayment
of 96% of secured debt and 100% of general unsecured debt.  Five
Mile stood to lose about $58 million, including investments by
pension funds and other parties, David Friedman, Esq., a lawyer
for Five Mile, said during the Plan approval hearing, according to
Bloomberg.

That Plan was declared effective on Feb. 28, 2013.

On April 9, 2013, Five Mile sued Paulson & Co. executives and MSR
Hotels in New York state court, alleging they (i) mishandled the
company's intellectual property and other assets in a bankruptcy
sale, and failed to get the best price for the assets, and (ii)
owe Five Mile $58.7 million on a loan.  According to a Reuters
report, Five Mile seeks $58.7 million representing sums owed,
including interest and costs, plus at least $100 million for
breach of fiduciary duty, gross negligence and corporate waste.


NAVISTAR INTERNATIONAL: BNY Owned 35% Preferred Shares at June 30
-----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, The Bank of New York Mellon Corporation and BNY
Mellon, National Association, disclosed that, as of June 30, 2013,
they beneficially owned 45,000 preferred stock of Navistar
International Corporation representing 35.6 percent of the shares
outstanding.  A copy of the regulatory filing is available at:

                        http://is.gd/3eXZPk

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar incurred a net loss attributable to the Company of $3.01
billion for the year ended Oct. 31, 2012, compared with net income
attributable to the Company of $1.72 billion during the prior
year.  As of April 30, 2013, the Company had $8.72 billion in
total assets, $12.36 billion in total liabilities and a $3.64
billion total stockholders' deficit.

                          *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 19, 2013, Standard & Poor's Ratings
Services said it lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'B-' from 'B'.  The rating downgrades reflect S&P's negative
reassessment of NAV's business risk profile to "vulnerable" from
"weak".

As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings.  The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.


NEOMEDIA TECHNOLOGIES: B. Liben Had 9.9% Equity Stake at June 27
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Barry Liben disclosed that as of June 27, 2013, he
beneficially owned 444,444,444 shares of common stock of
NeoMedia Technologies, Inc., representing 9.9 percent of the
shares outstanding.  A copy of the regulatory filing is available
for free at http://is.gd/gYAISf

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode
scanning solutions.  The Company's technology allows mobile
devices with cameras to read 1D and 2D barcodes and provide "one
click" access to mobile content.

The Company reported a net loss of $849,000 in 2011, compared with
net income of $35.09 million in 2010.  The Company's balance sheet
at March 31, 2013, showed $5.23 million in total assets, $62.51
million in total liabilities, all current, $5.18 million in
convertible preferred stock and a $62.46 million total
shareholders' deficit.

After auditing the 2011 results, Kingery & Crouse, P.A, in Tampa,
FL, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
ongoing requirements for additional capital investment.


NEW TRIDENT: S&P Assigns 'B' CCR & Rates $415MM Facility 'B'
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Sparks, Md.-based New Trident Holdcorp
Inc.  Upon closing of the transaction, S&P will withdraw its 'B'
corporate credit rating on Trident USA Health Services LLC.

At the same time, S&P assigned its 'B' issue-level rating to New
Trident Holdcorp Inc.'s (coissued by FCT Hospice LLC and Trident
Clinical Services Holdings Inc. $415 million senior secured first-
lien credit facility with a recovery rating of '3', indicating
S&P's expectation for meaningful (50%-70%) recovery of principal
in the event of payment default.  S&P also assigned its 'CCC+'
issue-level rating to its $155 million senior secured second-lien
term loan with a recovery rating of '6', indicating S&P's
expectation for negligible (0%-10%) recovery in the event of
payment default.  S&P intends to withdraw the ratings on MX USA
Inc. and Kan-Di-Ki LLC at closing.

"The ratings on New Trident Holdcorp Inc. reflect its "highly
leveraged" financial risk profile, highlighted by our expectation
that its debt-to-EBITDA ratio will remain above 5x.  It also
incorporates our belief that the company will pursue a more
aggressive financial policy, including the potential for
dividends," said credit analyst John Babcock.  "The company's
"weak" business risk profile is characterized by its aggressive
roll-up strategy, reimbursement risk from Medicare, and the highly
competitive and fragmented nature of the industry in which it
operates.  We acknowledge that the Life Choice acquisition
diversifies its service offerings and further improves its
position at skilled nursing facilities, but we believe the overall
impact on its business risk profile is minimal."

S&P's stable rating outlook reflects its expectation that growth
strategies will absorb available cash flow and limit debt
reduction.  As a result, S&P anticipates that its debt-to-EBITDA
ratio will remain above 5x.

S&P would consider a lower rating if the company's EBITDA margin
declines by more than 300 bps, leading to neutral cash flow and a
covenant cushion below 10%.  In such a scenario, S&P believes the
company would have a limited ability to make required debt
amortization payments and refinance, if necessary.

An upgrade would be predicated on sustainably lower debt leverage,
including a debt-to-EBITDA ratio near 4.5x.  S&P estimates this
would likely occur if the company reduces its debt burden by
$250 million or if its EBITDA expands by about $40 million.  S&P
sees either scenario as unlikely given limited free cash flow
available to reduce debt and margin pressures.


NEWLEAD HOLDINGS: Supreme Court OKs Settlement with Hanover
-----------------------------------------------------------
The Supreme Court of the State of New York, County of New York, on
July 9, 2013, approved a settlement agreement between NewLead
Holdings Ltd., and Hanover Holdings I, LLC, in the matter entitled
Hanover Holdings I, LLC v. NewLead Holdings Ltd., Case No.
155723/2013.  Hanover commenced the Action against the Company on
June 21, 2013, to recover an aggregate of $7,205,547 of past-due
accounts payable of the Company, which Hanover had purchased from
certain vendors of the Company pursuant to the terms of separate
receivable purchase agreements between Hanover and each of those
vendors, plus fees and costs.  The Assigned Accounts relate to
certain legal, insurance, broker, bunker, consulting and other
services and supplies provided by certain vendors of the Company.
The Order provides for the full and final settlement of the Claim
and the Action.  The Settlement Agreement became effective and
binding upon the Company and Hanover upon execution of the Order
by the Court on July 9, 2013.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on July 10, 2013, the Company issued and delivered to
Hanover 61,000,000 shares of the Company's common stock, $0.01 par
value.  Giving effect to that issuance, the Settlement Shares
represent approximately 9.92 percent of the total number of shares
of Common Stock presently outstanding.

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

                        http://is.gd/IVB4QD

                    About NewLead Holdings Ltd.

NewLead Holdings Ltd. -- http://www.newleadholdings.com-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 22 vessels, including six double-hull product
tankers and 16 dry bulk vessels of which two are newbuildings. N
ewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.

PricewaterhouseCoopers S.A. in Athens, Greece, said in a May 15,
2012, audit report NewLead Holdings Ltd. has incurred a net loss,
has negative cash flows from operations, negative working
capital, an accumulated deficit and has defaulted under its
credit facility agreements resulting in all of its debt being
reclassified to current liabilities.  These raise substantial
doubt about its ability to continue as a going concern, PwC said.

Newlead Holdings's balance sheet balance sheet at June 30, 2012,
showed US$111.28 million in total assets, US$299.37 million in
total liabilities and a US$188.08 million total shareholders'
deficit.


NEWLEAD HOLDINGS: Hanover Held 9.9% Equity Stake at July 9
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Hanover Holdings I, LLC, and Joshua Sason disclosed
that, as of July 9, 2013, they beneficially owned 61,000,000
shares of common stock of Newlead Holdings Ltd. representing 9.92
percent of the shares outstanding.  Mr. Sason is the Chief
Executive Officer of Hanover and owns all of the membership
interests in Hanover.

The 61,000,000 shares of common stock owned directly by Hanover
were acquired by Hanover pursuant to an order entered by the
Supreme Court of the State of New York, County of New York,
approving, among other things, the settlement agreement between
Newlead Holdings and Hanover in the matter entitled Hanover
Holdings I, LLC v. NewLead Holdings Ltd., Case No. 155723/2013.
Hanover commenced the Action against the Company on June 21, 2013,
to recover an aggregate of $7,205,547 of past-due accounts payable
of the Company, which Hanover had purchased from certain vendors
of the Company pursuant to the terms of separate receivable
purchase agreements between Hanover and each of those vendors,
plus fees and costs.  The Order provides for the full and final
settlement of the Claim and the Action.  The Settlement Agreement
became effective and binding upon the Company and Hanover upon
execution of the Order by the Court on July 9, 2013.

A copy of the regulatory filing is available for free at:

                        http://is.gd/qMnzlU

                     About NewLead Holdings Ltd.

NewLead Holdings Ltd. -- http://www.newleadholdings.com-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 22 vessels, including six double-hull product
tankers and 16 dry bulk vessels of which two are newbuildings. N
ewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.

PricewaterhouseCoopers S.A. in Athens, Greece, said in a May 15,
2012, audit report NewLead Holdings Ltd. has incurred a net loss,
has negative cash flows from operations, negative working
capital, an accumulated deficit and has defaulted under its
credit facility agreements resulting in all of its debt being
reclassified to current liabilities.  These raise substantial
doubt about its ability to continue as a going concern, PwC said.

Newlead Holdings's balance sheet balance sheet at June 30, 2012,
showed US$111.28 million in total assets, US$299.37 million in
total liabilities and a US$188.08 million total shareholders'
deficit.


NMP-GROUP: Enters Ch. 11 After $51-Mil. Court Loss
--------------------------------------------------
Beth Winegarner of BankruptcyLaw360 reported that real estate
company NMP-Group LLC filed for Chapter 11 in New York federal
bankruptcy court, less than a month after a New York state court
granted an investor's foreclosure motion for a Madison Avenue
property the company planned to develop and found the investor was
owed $51 million.

According to the report, NMP's brief Chapter 11 filing lists
liabilities of $50 million to $100 million and nearly 30
creditors, including 172 Madison LLC, the partnership behind plans
to develop the property at Madison Avenue and East 33rd Street.


NORTHLAND RESOURCES: Creditors Approve Reorganization Plan
----------------------------------------------------------
Peter Pernlof, Acting CEO and COO of Northland Resources S.A.,
disclosed that the Lulea District Court approved on July 12 the
reorganization plan for the Company's Swedish subsidiaries.

As previously disclosed, the Lulea District Court held composition
proceedings on July 12 in connection with the reorganization of
companies Northland Resources AB (publ), Northland Sweden AB and
Northland Logistics AB.

During the proceedings the companies' creditors approved the terms
of the proposed composition.  The District Court held in
accordance with this and approved the reorganization plan and
composition.  Norwegian subsidiary Northland Logistics AS is not
going through formal reorganization, but has previously agreed
with all of its creditors on a payment plan identical to that of
the other subsidiaries.

[Fri]day's decision by the Lulea District Court becomes legally
binding in three weeks.  The next step will then be the court's
decision on terminating the reorganization.

"[Fri]day's decision is another important step on the path to
normalcy for Northland.  This is good news for all of our
employees, and also good news for the region," Mr. Pernlof said.

                         About Northland

Headquartered in Luxembourg, Northland Resources S.A. is a
producer of iron ore concentrate, with a portfolio of production,
development and exploration mines and projects in northern Sweden
and Finland.  The first construction phase of the Kaunisvaara
project is complete and production ramp-up started in November
2012.  The Company expects to produce high-grade, high-quality
magnetite iron concentrate in Kaunisvaara, Sweden, where the
Company expects to exploit two magnetite iron ore deposits, Tapuli
and Sahavaara.  Northland has entered into off-take contracts with
three partners for the entire production from the Kaunisvaara
project over the next seven to ten years.  The Company is also
preparing a Definitive Feasibility Study for its Hannukainen Iron
Oxide Copper Gold project in Kolari, northern Finland and for the
Pellivuoma deposit, which is located 15 km from the Kaunisvaara
processing plant.

                         *     *     *

As reported by the Troubled Company Reporter-Europe on April 1,
2013, Moody's Investors Service affirmed the Caa3 corporate
family rating and bond rating of Northland Resources AB.
Concurrently, Moody's has applied the 'limited default' ('/LD')
indicator to the company's Ca-PD probability of default rating
(PDR), to reflect the recently missed interest payment on its
outstanding notes, which the rating agency considers a default
according to its definition of default.  As a result, Moody's PDR
for Northland has been affirmed at Ca-PD/LD.  In addition, the
outlook on all ratings remains negative.


NUMIRA BIOSCIENCES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Numira Biosciences Inc.
          fka Visual Influence, Inc.
        560 Arapeen Drive, Suite 250
        Salt Lake City, UT 84108

Bankruptcy Case No.: 13-27663

Chapter 11 Petition Date: July 6, 2013

Court: United States Bankruptcy Court
       District of Utah (Salt Lake City)

Judge: Joel T. Marker

Debtor's Counsel: Matthew M. Boley, Esq.
                  PARSONS KINGHORN HARRIS
                  111 E. Broadway, 11th Floor
                  Salt Lake City, UT 84111
                  Tel: (801) 363-4300
                  Fax: (801) 363-4378
                  E-mail: mmb@pkhlawyers.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/utb13-27663.pdf

The petition was signed by Harold Widlansky, executive vice
president.


NORTH LAS VEGAS, NV: Moody's Lowers GOLT Bond Rating to 'Ba1'
-------------------------------------------------------------
Moody's Investors Service has downgraded the City of North Las
Vegas, Nevada's general obligation limited tax bond rating to Ba1
from Baa2 and revised the rating outlook to stable. The bonds are
secured by the city's full faith and credit pledge, subject to
Nevada's statutory and constitutional limitations on overlapping
levy rates for ad valorem taxes.

Rating Rationale:

The downgrade to Ba1 reflects the city's persistent and
substantial operating challenges. Its weak financial position and
strenuous tensions with labor groups resulted in declaration of a
state of emergency for fiscal 2014, marking the second such
declaration in two years. The city also remains reliant on
outsized transfers from its water and sewer enterprises to support
its general fund and correct substantial budgetary imbalances.
Slow and uneven recovery in both the metro area's tourism
dependent economy and still weak property values continue to weigh
on the city's tax revenues, which remain well below pre-recession
levels. Lastly, the city's direct debt burden remains elevated but
the bulk of GOLT debt service is supported directly by pledged
resources from the water and sewer enterprises.

The stable outlook reflects Moody's expectation that the city's
financial performance will remain challenged over the near to
medium terms, though the city effectively adopted ongoing
expenditure adjustments through politically difficult measures. In
particular, the city thus far has successfully used emergency
powers to impose compensation reductions on certain labor groups.
Also, liquidity from the water and sewer enterprises is declining
due to increased operating costs and near-term capital needs, but
continues to fund a substantial majority of annual GOLT debt
service, as intended. Lastly, the metro area's economy is
experiencing a nascent recovery and the city's tax base is
projected to stabilize in 2014.

Strengths:

- Participation in the greater Las Vegas metro economy

- Still large tax base despite substantial declines

- Declarations of emergency provide some expenditure relief for
   operations

Challenges:

- Continued budgetary imbalance exacerbated by weakness in tax
   revenues

- Declining liquidity from water and sewer enterprises available
   to support the general fund

- Litigation risk surrounding concessions imposed on labor
   unions

What Could Make The Rating Go Up

- Restoration of structural fiscal balance

- No longer rely on outsized PILOT from utilities to support
   general operations

- General fund reserves improve toward levels consistent with
   higher-rated peers

- Sustainable improvement in the city's tax base and the greater
   metro economy

What Could Make The Rating Go Down

- Obstructive litigation against use of the city's emergency
   powers

- Continued deterioration of the city's fiscal position

- Available liquidity in water and sewer enterprises declines
   more quickly than anticipated

The principal methodology used in this rating was General
Obligation Bonds Issued by US Local Governments published April
2013.


OHIO COUNTY, KY: Moody's Cuts $83MM Revenue Bonds Rating to Ba2
---------------------------------------------------------------
Moody's Investors Service downgraded the senior secured rating of
$83.3 million of County of Ohio, Kentucky Pollution Control
Refunding Revenue Bonds (Big Rivers Electric Corporation Project;
cusip number 677288AG7) to Ba2 from Ba1, concluding the review for
downgrade which commenced on February 6, 2013. The rating outlook
is negative.

"The downgrade of the rating for the pollution control refunding
revenue bonds previously issued by the county on behalf of Big
Rivers Electric Corporation (BREC) reflects heightened credit risk
for BREC as it moves closer to the dates when it will need to be
more dependent on rate increases and other mitigation strategies
to compensate for the anticipated significant loss of load from
two aluminum smelters" said Kevin Rose, Vice President-Senior
Analyst. "Moody's expects depressed margins for off-system sales
in the MISO market to persist, thus limiting the effectiveness of
marketing excess power as part of BREC's load concentration
mitigation strategy", Rose added.

As reported in prior BREC related research, Alcan Corporation
announced on January 31, 2013 that its subsidiary, Alcan Primary
Products Corporation (Rio Tinto Alcan) is proceeding with plans to
terminate its power contract with BREC. This announcement followed
the August 20, 2012 announcement by Century Aluminum Company
(Century) that its subsidiary, Century Aluminum of Kentucky is
taking a similar action. At the time of the announcements, both
owners cited that operations at the Sebree smelter and the
Hawesville smelter, respectively, were not economically viable
with current contract power rates and under current market
conditions. On a combined basis, one of BREC's three member-
owners, Kenergy Corp., has been serving the two aluminum smelters
comprising roughly two-thirds of BREC's annual energy sales and
accounting for just under 60% of its system demand and in excess
of 60% of annual revenues. Revenues which BREC has been receiving
from base energy charges paid by the smelters will end on August
20, 2013 in the case of Century's Hawesville smelter and on
January 31, 2014 in the case of the former Rio Tinto Alcan's
Sebring smelter now owned by Century since June 3, 2013.

While initial expectations contemplated the prospect that both
smelters could cease operations upon expiration of their
respective power contracts, recent developments bode well for the
smelters to continue operating, while purchasing power on the
wholesale market. Effective June 3, 2013, Century completed a
transaction with Rio Tinto Alcan to acquire substantially all the
assets of the Sebree aluminum smelter. This deal followed
Century's definitive agreement with BREC and Kenergy that, subject
to various regulatory approvals, will allow Century to continue
operating its Hawesville smelter by purchasing electricity on the
open market. Under the agreement, Moody's expects that Kenergy
will arrange for the energy purchases at wholesale market prices
and Century will pay the market price and agree to pay additional
amounts to cover any incremental costs incurred by BREC and
Kenergy to accommodate Century's desire to purchase energy on the
market for the Hawesville smelter. Moody's understands that
Century believes that this framework can serve as a model for a
similar arrangement for the Sebree smelter once its current
termination period expires on January 31, 2014. When compared to
the alternative scenario of having both smelters permanently shut
down, Moody's views this outcome as being acceptable particularly
since BREC and Kenergy will be reimbursed for the incremental
costs to purchase power at wholesale market prices for the
smelters.

That said, loss of the smelter load will negatively impact
revenues and BREC has pursued a variety of mitigation strategies
to address an anticipated $115 million revenue shortfall. On
January 15, 2013, BREC filed a rate case with the Kentucky Public
Service Commission (KPSC) seeking approval for a $74.5 million
rate increase. The rate filing primarily covered the impending
load loss from Century when the notice period expires (of the
$74.5 million, $23.7 million is allocated to Alcan), as well as
additional amounts for declining margins from off system sales and
other cost pressures. This request was subsequently modified
downward to $68.6 million due to the subsequent issuance of orders
from the KPSC to recognize cost savings achieved subsequent to the
rate case filing date. BREC is among the few electric generation
and transmission cooperatives subject to rate regulation, which
Moody's views as a negative rating consideration among G&T
cooperatives as it can sometimes pose challenges in implementing
timely rate increases. The January rate case is in its final
stages; BREC now awaits a final rate order from the KPSC and is
requesting that new rates become effective August 20, 2013. If the
case is not decided by then, BREC would be permitted under state
statute to implement the rate increase, subject to refund, pending
a final KPSC decision in the rate case. The rating action
incorporates a reasonable outcome to the rate case decision.

On June 28, 2013, BREC filed another rate case proceeding, seeking
KPSC approval for its rate strategy to address load loss when the
former Alcan (Sebree smelter) notice period expires on January 31,
2014. Importantly and a key rating consideration are the plans to
accelerate use of the economic reserve and rural economic reserve
accounts in the amount of $70.4 million to offset this second rate
increase which goes into effect on February 1, 2014. The
accelerated use of the reserve accounts would effectively
neutralize any additional non-smelter customer rate impact from
this second rate case filing until August 2014 for large
industrial (non-smelter) customers and April 2015 for rural
(residential) customers. Under this approach, BREC hopes to delay
further non-smelter customer rate shock as it implements other
load concentration mitigation strategies. Included in the $70.4
million rate increase is Alcan's $23.7 million share of the $68.6
million rate increase included in the rate case filing made
January 15, 2013.

These strategies, some of which are already being implemented,
include entering into long-term bilateral sales arrangements,
temporarily idling generation and reducing staff, making short-
term off system sales, participating in the capacity markets, and
selling generating assets. In that vein, BREC recently announced
that it would specifically consider the sale of its 417-MW D.B.
Wilson and 443-MW K.C. Coleman coal-fired plants. At the same
time, BREC has responded to requests for proposals to sell power
from these plants to other energy providers and awaits further
developments related to those responses. Longer term opportunities
may arise for sales of electricity, depending on economic
development activity in its service territory. Should a
transaction, either an outright sale or a long-term power
arrangement for all capacity involving both Wilson and Coleman
occur, BREC's total owned/available capacity would reduce to 584
MW from 1,444 MW. BREC also has rights to about 197 MW of coal-
fired capacity from Henderson Municipal Power and Light Station
Two and about 178 MW of contracted hydro capacity from
Southeastern Power Administration.

In terms of liquidity considerations, BREC addressed what had been
its most pressing near term obligation by using a portion of its
existing cash on May 31, 2013 to repay a $58.8 million tax-exempt
debt maturity which was scheduled for June 1, 2013. Following the
debt repayment, BREC reports its cash balance is approximately
$100 million (which includes $27 million designated for capital
expenditures) and its debt maturities over the next eight quarters
are largely comprised of scheduled amortizations of long-term debt
to be paid at a rate of roughly $5.5 million per quarter. Moody's
understands that BREC has taken steps to maintain its external
liquidity as it is in final stage negotiations with National Rural
Utilities Cooperative Finance Corp. (NRUCFC) for a senior secured
loan to fund an estimated $60 million of KPSC approved
environmental related capital expenditures over the next two
years. Moody's understands that this multi-year loan, which is
premised on BREC receiving a favorable order from the KPSC in the
rate case filed January 15, 2013, would serve as a bridge to long-
term senior secured financing under the U.S. Department of
Agriculture's Rural Utilities Service (RUS) loan program. BREC is
also finalizing negotiations to amend and extend its $50 million
unsecured revolver with NRUCFC, which currently expires in July
2014. Subject to completing the negotiations with NRUCFC and
approval from the KPSC, the new revolver is expected to convert to
a secured facility, permit access to funding despite impending
smelter-related load loss, and extend the term to July 2017.
Extension of this facility is an important liquidity milestone
since Moody's understands that BREC terminated its $50 million
CoBank facility, which was scheduled to expire in July 2017. The
existing cash on hand and the anticipated extension of the $50
million revolver with NRUCFC, along with the $60 million three-
year senior secured term loan with NRUCFC for environmental
capital expenditures will supplement the cooperative's internally
generated cash flow going forward.

BREC's rating outlook is negative, due to the uncertainty around
the cooperative's success in implementing mitigating strategies,
the most critical one being the rate requests pending before the
KPSC.

In light of the negative outlook, BREC's rating is not likely to
be upgraded in the near term. Significant support from the KPSC in
the pending rate filings and successful results through other load
concentration mitigation strategies would be credit positive and
help to stabilize BREC's rating outlook.

Alternatively, there are a variety of factors that could cause us
to take further negative rating action, including inability to
obtain adequate regulatory support in pending rate filings and
delays in shoring up external liquidity. Since Moody's expects
limited opportunities to earn margins on off-system sales in the
MISO markets over the next 24 months, inability to find other
profitable energy and capacity sales opportunities would also be
credit negative. Furthermore, if full and timely recovery of
environmental compliance costs does not occur as anticipated under
the KPSC approved environmental cost recovery mechanism that would
add downward rating pressure, especially if such amounts increase
substantially from currently anticipated levels.

The principal methodology used in this rating was U.S. Electric
Generation & Transmission Cooperatives published in April 2013.

Big Rivers Electric Corporation is an electric generation and
transmission cooperative headquartered in Henderson, Kentucky and
owned by its three member system distribution cooperatives --
Jackson Purchase Energy Corporation; Kenergy Corp; and Meade
County Rural Electric Cooperative Corporation. These member system
cooperatives provide retail electric power and energy to
approximately 113,000 residential, commercial, and industrial
customers in 22 Western Kentucky counties.


OLD SECOND: To Release Second Quarter Results on July 24
--------------------------------------------------------
Old Second Bancorp, Inc., will release financial results for the
second quarter of 2013 after the market closes on July 24, 2013.

The Company will also host an earnings call on Thursday, July 25,
2013, at 11:00 a.m. Eastern Time (10:00 a.m. Central Time).
Investors may listen to the Company's earnings call via telephone
by dialing 877-407-8035.  Investors should call in to the dial-in
number set forth above at least 10 minutes prior to the scheduled
start of the call.

A replay of the earnings call will be available until 12:00 p.m.
Eastern Time (11:00 a.m. Central Time) on Aug. 8, 2013, by dialing
877-660-6853, using Conference ID #: 417795.

                          About Old Second

Old Second Bancorp, Inc., is a financial services company with its
main headquarters located in Aurora, Illinois.  The Company is the
holding company of Old Second National Bank, a national banking
organization headquartered in Aurora, Illinois and provides
commercial and retail banking services, as well as a full
complement of trust and wealth management services.  The Company
has offices located in Cook, Kane, Kendall, DeKalb, DuPage,
LaSalle and Will counties in Illinois.

Old Second reported a net loss available to common stockholders of
$5.05 million in 2012, as compared with a net loss available to
common stockholders of $11.22 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $1.95 billion in total
assets, $1.87 billion in total liabilities and $75.85 million in
total stockholders' equity.


OP-TECH ENVIRONMENTAL: NRC US Amends Tender Offer Statement
-----------------------------------------------------------
NRC US Holding Company, LLC, through its wholly-owned subsidiary,
has amended its tender offer statement on Schedule TO relating to
its offer to purchase all outstanding shares of common stock, par
value $0.01 per share, of OP-TECH Environmental Services, Inc., at
a price of $0.116 per Share.

Among other amendments, the title of Section 9 of the Offer to
Purchase was revised to be "Certain Information Concerning
Purchaser, NRC and JFL."

The first paragraph of the response to the first question, "Who is
offering to buy my securities?", in the "Summary Term Sheet" of
the Offer to Purchase is hereby deleted in its entirety and
replaced with the following:

"Our name is NRC Merger Sub, Inc.  We are a Delaware corporation
formed solely for the purpose of making this tender offer for all
of the outstanding Shares and subsequently merging with and into
Op-Tech.  We are a wholly-owned subsidiary of NRC US Holding
Company, LLC, a Delaware limited liability company.  NRC US
Holding Company, LLC receives management services from J.F. Lehman
& Company, Inc., a Delaware corporation and leading middle-market
private equity firm.  See 'Introduction' to this Offer to Purchase
and Section 9--'Certain Information Concerning Purchaser, NRC and
JFL.'"

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

                       http://is.gd/RjlxoG

                    About OP-TECh Environmental

East Syracuse, N.Y.-based OP-TECH Environmental Services, Inc.,
provides comprehensive environmental and industrial cleaning and
decontamination services predominately in New York, New England,
Pennsylvania, New Jersey, and Ohio.

Dannible & McKee, LLP, in their audit report, dated May 14, 2013,
for the fiscal year ended Dec. 31, 2012, expressed substantial
doubt about OP-TECH Environmental's ability to continue as a going
concern.  The independent auditors noted that the Company has
negative working capital and a stockholders' deficit at Dec. 31,
2012, and caused violations of the Company's financing agreements.

The Company reported net income of $1.0 million on $32.3 million
of revenues in 2012, compared with a net loss of $7.5 million on
$30.7 million of revenues in 2011.

The Company's balance sheet at March 31, 2013, showed $8.99
million in total assets, $12.79 million in total liabilities and a
$3.79 million shareholders' deficit.


ORMET CORP: Says Ohio Utility Deal Not A Contract
-------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that bankrupt
aluminum smelter Ormet Corp. argued that the Ohio utility trying
to block the company from altering its power agreement before
transferring it to a private-equity buyer is off base because the
deal is not actually a contract, but a state-mandated arrangement.

The report said that, according to a motion filed in court, rather
than simply transfer the utility agreement to private-equity buyer
Wayzata Investment Partners LLC, Ormet is seeking to modify what
it says was a regulatory order from the Public Utilities
Commission of Ohio.

Ohio Power Co., doing business as AEP Ohio, launched a suit in
Delaware bankruptcy court seeking to block Ormet's bid to have a
state commission modify its power agreement before transferring it
to its private equity buyer.  Ohio Power sought a preliminary
injunction stopping Ormet from going forward with a bid to have
the Public Utilities Commission of Ohio amend its energy agreement
until the Delaware court rules on AEP's May 8 objection to the
contract's assignment and assumption.

                         About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities totaling
$416 million.  Secured debt of about $180 million includes $139.5
million on a secured term loan and $39.3 million on a revolving
credit.

Attorneys at Dinsmore & Shohl LLP and Morris, Nichols, Arsht &
Tunnell LLP serve as counsel to the Debtors.  Kurtzman Carson
Consultants is the claims and notice agent.  Evercore's Lloyd
Sprung and Paul Billyard serve as investment bankers to the
Debtor.


OTELCO INC: Corrects Report on Committee Composition
----------------------------------------------------
Otelco Inc. filed with the Securities and Exchange Commission an
amended report to correct a clerical error contained in the second
paragraph of the original Form 8-K relating to the composition of
the Nominating and Corporate Governance Committee of the Company's
Board of Directors.

On June 18, 2013, Stephen P. McCall and Andrew Meyers ceased to be
members of the Nominating and Corporate Governance Committee of
the Board of Directors of the Company and Norman C. Frost and
Howard J. Haug were appointed to the Nominating and Corporate
Governance Committee, joining Gary L. Sugarman, with Mr. Sugarman
as chair.

                         About Otelco Inc.

Oneonta, Alabama-based Otelco Inc. operates eleven rural local
exchange carriers ("RLECs") serving subscribers in north central
Alabama, central Maine, western Massachusetts, central Missouri,
western Vermont and southern West Virginia.

On March 24, 2013, the Company and each of its direct and indirect
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-
10593) in order to effectuate their prepackaged Chapter 11 plan of
reorganization -- a plan that already has been accepted by 100% of
the Company's senior lenders, as well as holders of over 96% in
dollar amount of Otelco's senior subordinated notes who cast
ballots.  Otelco's restructuring plan will strengthen the Company
by deleveraging its balance sheet and reducing its overall
indebtedness by approximately $135 million.

The Company's restructuring counsel is Willkie Farr & Gallagher
LLP and its financial advisor is Evercore Partners.  The
restructuring counsel for the administrative agent for the senior
lenders is King & Spalding LLP and its financial advisor is FTI
Consulting.


PACIFIC GOLD: Transfers Ownership of Project W claims
-----------------------------------------------------
Pilot Mountain Resources Inc., a subsidiary of Pacific Gold Corp.,
and Pilot Metals agreed to an early exercise of the option to
purchase the Project W claims.  Ownership of the Project W claims
has now been transferred to Pilot Metals, subject to a security
interest retained by Pilot Mountain until the full purchase price
is paid.

As part of the decision to exercise the purchase option, the
purchaser of the claims, Pilot Metals, agreed to amend the
purchase terms to accelerate the ownership of and payment for the
claims from three payments of $500,000 each due in September 2013,
2014 and 2015 to two payments, the first paid on July 5, 2013, in
the amount of $350,000 and a second payment of $850,000 due on
March 31, 2014.

                        About Pacific Gold

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

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

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


PARKWAY PROPERTIES: Court Terminates Stay, Dismisses Ch. 11 Case
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Alabama has
entered an order terminating the automatic stay to allow Lenox
Mortgage XIX, LLC, to enforce its lien and dismissing the Chapter
11 case of Parkway Properties, LLC.

As reported in the TCR on June 27, 2013, secured creditor and
party-in-interest Lenox Mortgage XIX LLC asks the Bankruptcy Court
for relief from the automatic stay; or, in the alternative,
dismissal of Parkway Properties, LLC's bankruptcy case; and
turnover of cash collateral.

According to Lenox, the Plan of Reorganization filed on May 22,
2013, in the Debtor's case violates the absolute priority rule, is
not feasible and is unconfirmable pursuant to Section 1129(a)(11)
of the Bankruptcy Code.

                     About Parkway Properties

Parkway Properties, LLC, filed a Chapter 11 petition (Bankr. M.D.
Ala. Case No. 13-30461) on Feb. 22, 2013.  The petition was signed
by Joe B. Crosby as manager.  Judge Dwight H. Williams, Jr.,
presides over the case.  The Debtor's scheduled assets were
$11,255,845 and scheduled liabilities were $9,222,364.  The Debtor
is represented by Lorren B. Jackson, Esq., at Wilson & Jackson,
LLC, in Montgomery, Alabama.

Judge Dwight H. Williams, Jr., conditionally approved the
disclosure statement for plan of reorganization and scheduled July
8, 2013, at 10:30 a.m., as the hearing on the final approval of
the disclosure statement and on confirmation of the plan.

Parkway Properties, LLC, proposed a plan of reorganization that
will pay $36,603 to creditors on a monthly basis until all debts
are paid in full.

The Bankruptcy Administrator recommended that no unsecured
creditors' committee be appointed in the case.

Matthew W. Grill, Esq., represents creditor Lenox Mortgage
XIX LLC.


PASKOR LLC: Case Summary & 6 Unsecured Creditors
------------------------------------------------
Debtor: Paskor, LLC
        13607 Sheepshead Court
        Clarksville, MD 21029

Bankruptcy Case No.: 13-21529

Chapter 11 Petition Date: July 5, 2013

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: James F. Schneider

Debtor's Counsel: J. Michael Broumas, Esq.
                  BROUMAS LAW GROUP LLC
                  8370 Court Avenue, Suite 203
                  Ellicott City, MD 21043
                  Tel: (410) 523-8100
                  Fax: (443) 836-9163
                  E-mail: michael@broumas.com

Scheduled Assets: $2,200,200

Scheduled Liabilities: $731,358

A copy of the Company's list of its top unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/mdb13-21529.pdf

The petition was signed by Michael Korangy, managing member.


PENSON WORLDWIDE: Agreement with SunGard Gets Court Approval
------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware ruled that Penson Worldwide, Inc., and its affiliated
debtors are authorized to enter into an agreement with SunGard
Financial Systems LLC, which provides, among other things, that on
the effective date of the Settlement, the SunGard Claims will be
fully and finally allowed for all purposes as a general unsecured
claim against Penson Financial Services, Inc. in the aggregate
amount of $16 million, which will be classified and treated with
other General Unsecured Claims against PFSI.

The Court also issued various orders in the Debtors' Chapter 11
cases holding that:

* under the order permitting the Debtors' current and former
   directors, officers and employees to seek reimbursement of
   advancement of defense costs from the Debtors' insurance
   providers, the budget for:

   -- Faegre Baker Daniels, LLP and Murphy & McGonigle, LLP from
      the D&O Insurers, in connection with these firms'
      representation of the Debtors is increased to $450,000.

   -- Brownstein Hiatt Farber Schreck, LLP, Clyde Snow and
      Sessions P.C., Hamil/Hecht LLC, Haynes and Boon, LLP, Hogan
      Lovells US LLP, Holland & Hart LLP, Husch Blackwell LLP, K&L
      Gates LLP, Karen Cook PLLC, Morrison & Foerster LLP, and SNR
      Denton US LLP is increased to $2,511,427.

      A notice of amendment to counsel list pursuant to the
      Advancement Order may be accessed for free at

                        http://is.gd/pStJoQ

* pursuant to the order authorizing the Debtors to employ Akin
   Gump Strauss Hauer & Feld LLP as their Special litigation
   counsel, the amount of Insured Defense Costs paid to Akin Hump
   would not exceed $1,635,000.

* the Debtors' 3 contracts with Internap and 1 contract with AT&T
   are deemed rejected, nunc pro tunc to June 12, 2013.

* the Debtors' bid to reject their executory contract with NYSE
   Market, Inc. is granted, nunc pro tunc to May 22, 2013.

* Adamba Imports International Inc.'s motion to file under seal
  his motion for allowance of his claim or to file a late proof
  of claim is granted.

* the motion of Grace Financial Group LLC to lift the automatic
   Stay is granted, and that upon the earlier of an (i) entry of
   an order confirming a plan in the Chapter 11 case of Penson
   Financial Services Inc., and (ii) July 31, 2013, the automatic
   stay and any injunction that may be imposed by the Plan and
   Confirmation Order will be modified and lifted to permit
   continuation and prosecution of the FINRA Arbitration
   Proceeding against PFSI to final award, including any appeal.

Meanwhile, Andrzej Abraszewski filed a motion asking the court to
allow his claim saying he was a known creditor who was not served
with notice of the Bar Date or, alternatively, to allow him to
file a late proof of claim in the Debtors' Chapter 11 cases. He
says his loss was made know to Penson through FINRA proceedings,
and their participation in those proceedings. Mr. Abraszewski is
represented by Scott J. Leonhardt -- leonhardt@teamrosner.com --
at The Rosner Law Group LLC.

Penson is represented by Kenneth J. Enos, Esq., Pauline K. Morgan,
Esq., Ryan M. Bartley, Esq., Ashley E. Markow, Esq., of Young
Conaway Stargatt & Taylor, LLP, and Andrew N. Rosenberg, Esq., and
Oksana Lashko, Esq., of Paul, Weiss, Rifkind, Wharton & Garrison
LLP.

                    About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PLAYLOGIC ENTERTAINMENT: Fails to Legally Change Company Name
-------------------------------------------------------------
Playlogic Entertainment, Inc., said that the actions required to
change its name to Donar Ventures, Inc., were never completed,
therefore, the Company's name was never legally changed.

It was reported that the Company's Board of Directors had decided
to change the Company's name to Donar Ventures and no longer use
the name Playlogic Entertainment, Inc., and that the Company had
started the process to change the name.  However, the actions
required to legally change the Company's name were never taken.

                    About Playlogic Entertainment

Playlogic Entertainment, Inc. (Nasdaq OTC: PLGC.OB)
-- http://www.playlogicgames.com/-- is an independent worldwide
publisher of digital entertainment software for consoles, PCs,
handhelds, mobile devices, and other digital media platforms.
Playlogic publishes and distributes products throughout all
available channels, both online and offline.  Playlogic is
headquartered in New York City and in Amsterdam, the Netherlands.

The Company's balance sheet at March 31, 2010, showed
$14.1 million in assets and $16.5 million of liabilities, for a
stockholders' deficit of $2.4 million.  As of March 31, 2010, the
Company has an accumulated deficit of approximately $82.8 million.

In July 2010 Playlogic Entertainment voluntary requested a delay
of payments, 'surseance van betaling', the Dutch equivalent
of Chapter 11, for its subsidiary Playlogic International N.V and
wholly owned subsidiary Playlogic Game Factory B.V.  Tough market
conditions, late payments by large customers and the delays in
projects have forced the company to seek protection under the
Dutch bankruptcy laws.


POSITIVEID CORP: Amends Several Agreements with VeriTeQ
-------------------------------------------------------
PositiveID Corporation entered into a letter agreement with
VeriTeQ Acquisition Corporation to amend certain terms of several
agreements between the parties.

The Letter Agreement amended certain terms of the Shared Services
Agreement entered into between PositiveID and VeriTeQ on Jan. 11,
2012, as amended; the Asset Purchase Agreement entered into on
Aug. 28, 2012, as amended; and the Secured Promissory Note dated
Jan. 11, 2012.  The Letter Agreement defines the conditions of
termination of the SSA, including payment of the approximate
$290,000 owed from VeriTeQ to PositiveID, the elimination of
minimum royalties payable to PositiveID under the APA, as well as
certain remedies if VeriTeQ fails to meet certain sales levels,
and to amend the Note, which has a current balance of $228,000, to
include a conversion feature under which the Note may be repaid,
at VeriTeQ's option, in equity in lieu of cash.

                          Director Quits

The Company accepted the resignation of Mr. Barry M. Edelstein
from its Board of Directors on July 8, 2013.  Mr. Edelstein has
joined the Board of Digital Angel Corporation.  On July 8, 2013,
prior to the share exchange agreement between Digital Angel
Corporation and VeriTeQ, Mr. William J. Caragol, the Company's
Chairman and Chief Executive Officer, agreed to resign from the
Board of VeriTeQ effective with the share exchange agreement
between Digital Angel Corporation and VeriTeQ.  The Company does
not plan to increase the size of its Board from the current four
members.  Mr. Edelstein's resignation from the Company was not
related to a disagreement with the Company or its Board of
Directors.

                         About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

PositiveID incurred a net loss of $7.99 million on $0 of revenue
for the year ended Dec. 31, 2012, as compared with a net loss of
$16.48 million on $0 of revenue for the year ended Dec. 31, 2011.
The Company's balance sheet at March 31, 2013, showed $2.39
million in total assets, $6.78 million in total liabilities and a
$4.39 million total stockholders' deficit.

EisnerAmper 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
at Dec. 31, 2012, the Company has a working capital deficiency and
an accumulated deficit.  Additionally, the Company has incurred
operating losses since its inception and expects operating losses
to continue during 2013.  These conditions raise substantial doubt
about its ability to continue as a going concern.


POST HOLDINGS: Moody's Cuts CFR to B1 Following $350MM Debt Offer
-----------------------------------------------------------------
Moody's Investors Service, Inc. downgraded the Corporate Family
Rating of Post Holding, Inc. to B1 from Ba3 in response to the
launch of a $350 million senior unsecured debt offering. Moody's
also lowered the company's Probability of Default Rating to B1-PD
from Ba3-PD, its senior secured debt rating to Ba1 from Baa3 and
the company's Speculative Grade Liquidity rating to SGL-3 from
SGL-2. The proposed senior unsecured notes being offered are
assigned a B1 rating and the rating on existing senior unsecured
debt is affirmed at B1. Finally, Moody's revised the rating
outlook to stable from negative.

The proposed $350 million tack-on note offering will expand the
size of Post's existing 7.375% senior unsecured notes due 2022 to
$1,375 million face value from $1,025 million. The proceeds from
the issuance will be added to cash balances at closing and could
be used to fund future acquisitions. The long-term ratings
downgrades primarily reflect the increased leverage that will
result from the proposed debt issuance and uncertainty about how
the new note proceeds will be used. The downgrade of the
Speculative Grade Liquidity rating reflects the company's
announcement that it intends to terminate its $175 million senior
secured revolving credit facility on or before July 18, 2013,
which will eliminate its only meaningful source of committed
external liquidity. Post expects to enter into new credit
facilities in the future.

Rating Rationale:

Post's B1 CFR reflects weak cereal category growth trends, the
company's second-tier competitive position against the leading
branded ready-to-eat (RTE) cereal makers, Post's soft core
operating performance in recent years, and its limited product
diversification and pricing power. The rating also reflects the
company's recent adoption of an aggressive acquisition strategy
that has caused financial leverage to increase rather than decline
as anticipated by Moody's following the company's 2012 spin-off
from Ralcorp Holdings. Post's credit profile is supported by its
reduced but still strong operating margins, cash flows, and brand
equities of its core RTE cereal brands, and reflect the attractive
growth prospects of recently acquired brands within the faster
growing natural and organic segments.

The SGL-3 rating reflects ample internal sources of liquidity --
including $550 million of cash balances upon the completion of the
offering and free cash flow of at least $65 million over the next
12 months by Moody's estimates -- balanced against no committed
sources of external liquidity.

Post Holdings, Inc.

Ratings downgraded:

  Corporate Family Rating to B1 from Ba3;

  Probability of Default Rating to B1-PD from Ba3-PD;

  $175 million senior secured revolving credit facility to Ba1
  (LGD-1, 2%) from Baa3 (LGD-1, 2%) to be withdrawn upon
  termination;

  Speculative Grade Liquidity rating to SGL-3 from SGL-2.

Ratings assigned:

  Proposed $350 million of incremental 7.375% senior unsecured
  notes due 2022 at B1 (LGD 4, 56%);

Ratings affirmed (LGD assessments revised):

  $1,025 million of 7.375% senior unsecured notes due 2022 at B1;
  LGD revised to (LGD-4, 56%) from (LGD-4, 60%);

  Outlook is revised to stable from negative.

Acquisitions have come earlier than Moody's previously had
anticipated following the spin-off from Ralcorp in early 2012.

"We expected that acquisitions would eventually be an important
element of Post's long-term growth strategy, but that the company
would first stabilize its core RTE-cereal operating performance,"
commented Brian Weddington, a Moody's Senior Credit Officer.

While the company has strengthened its product offerings and
stemmed market share losses, the RTE cereal category continues to
decline as consumers turn to other breakfast meal choices such as
yogurts and snack bars. In addition, Post's operating profit has
fallen by over 400 bps since 2011 (to 15.0% from 19.5%) due to
higher operating costs as a standalone company, new product launch
costs and increased brand spending. Meanwhile, the company has
completed two pre-funded leveraged acquisitions over the past six
months including the cereal, granola and snacks business of
Hearthside Food Solutions in May 2013 for $158 million. The debt
offering suggests more acquisitions to come.

"While acquisitions have helped Post to diversify its portfolio
toward faster growing categories, they also have added financial
leverage and operational risk at a time when the company is still
struggling to stabilize its core ready-to-eat (RTE) cereal
business," added Weddington

Moody's estimates that proforma for the proposed $350 million note
offering, debt/EBITDA will rise to over 6.5 times from about 5.0
times currently, which is high for the B1 rating category. High
cash balances, approximately $550 million at closing, will support
Post's liquidity profile. However, Moody's assumes that most of
the cash will eventually be used to fund future acquisitions that
will reduce its liquidity cushion but add incremental EBITDA.

A rating downgrade could result if debt/EBITDA is sustained above
6.5 times or if the company fails to generate free cash flow. A
rating upgrade is unlikely before the company's core RTE cereal
business has stabilized; however, the ratings could eventually be
upgraded if Post is able to sustain debt/EBITDA below 5.0 times.

The principal methodology used in this rating was the Global
Packaged Goods published in June 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.

Post Holdings, based in St. Louis Missouri, is a leading
manufacturer of branded ready-to-eat cereals that are sold in the
United States and Canada. Post is the third largest seller of RTE
cereals in the U.S. behind Kellogg and General Mills with an
approximate 10% market share by Moody's estimate. The company's
key brands include Honey Bunches of Oats, Pebbles, Great Grains,
Grape-Nuts, Shredded Wheat, Raisin Bran, Peace, Golden Temple and
Erewhon. For the last twelve months ended March 2013, Post
generated sales of approximately $1 billion.


POST HOLDINGS: S&P Revises Outlook to Neg. & Affirms 'B+' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
outlook on St. Louis-based Post Holdings Inc. to negative from
stable.  S&P affirmed all ratings on the company, including its
'B+' corporate credit rating.

"The outlook revision reflects our view of Post's increased debt
leverage and our revision of the company's financial risk profile
to 'highly leveraged' from 'aggressive,'" said Standard & Poor's
credit analyst Bea Chiem.

S&P estimates that Post's pro forma debt leverage will increase to
about 6.6x for the 12 months ended March 31, 2013, as compared
with 5.6x before the additional $350 million of new debt.  S&P had
expected Post to reduce leverage under 5x to maintain its current
ratings and outlook.  S&P believes that Post could deleverage
closer to 5x if it makes an accretive acquisition or repays debt
within the next 12 months.


QUANTUM FUEL: Pays in Full Outstanding Balance Under Bridge Notes
-----------------------------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., repaid in full
the outstanding balance due under the bridge promissory notes
issued by the Company on Jan. 24, 2013.  The repayment on July 1,
2013, resulted in a savings to the Company of $175,000.

Pursuant to the terms of the common stock purchase warrants issued
to the purchasers of the Bridge Notes, the exercise price of those
Warrants was adjusted from $1.00 per share to $0.71 per share upon
repayment of the Bridge Notes.  No further adjustments to the
exercise price of the Warrants are required to be made in the
future other than adjustments pursuant to customary anti-dilution
provisions.

                        About Quantum Fuel

Lake Forest, Calif.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

Quantum Fuel disclosed a net loss attributable to stockholders of
$30.91 million in 2012 and a net loss attributable to common
stockholders of $38.49 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $58.40 million in total assets,
$49.77 million in total liabilities and $8.62 million in total
stockholders' equity.

Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company does not have sufficient existing sources of
liquidity to operate its business and service its debt obligations
for a period of at least twelve months.  These conditions, along
with the Company's working capital deficit and recurring operating
losses, raise substantial doubt about the Company's ability to
continue as a going concern.


RADICAL BUNNY: 9th Circ. Nixes Execs' Appeal in SEC Suit
--------------------------------------------------------
Kurt Orzeck of BankruptcyLaw360 reported that the Ninth Circuit
denied an appeal by managing members of bankrupt Radical Bunny LLC
accused of funneling more than $189 million to also-bankrupt
Mortgages Ltd., ruling that the managers didn't prove they were
trading commercial notes instead of securities.

According to the report, the appellate court agreed with an
Arizona federal court that the four managers falsely represented
to investors holding 900 accounts in 20 states that their loan
investments were collateralized and secured, even after their
attorneys allegedly told them that wasn't the case.

                        About Radical Bunny

On Oct. 8, 2008, three investors -- Cathy Baker of Chandler; Laing
Kandel of Brooklyn, New York; and Steven Friedberg -- filed an
involuntary petition under Chapter 7 of the Bankruptcy Code
against Radical Bunny LLC in the U.S. Bankruptcy Court for the
District of Arizona.  Carlos M. Arboleda, Esq. --
arboledac@abfirm.com -- at Arboleda Brechner, in Phoenix, Arizona,
represents the petitioning creditors.

On Oct. 20, 2008, the bankruptcy judge entered an order converting
the case to Chapter 11 (Bankr. D. Ariz. Case No. 08-13884).  The
Debtor's estate is currently controlled by a trustee, G. Grant
Lyon.

Judge Charles G. Case II presides over the case.

Mr. Lyon, as the Chapter 11 trustee, is represented by:

       Jordan A. Kroop, Esq.
       Shelton L. Freeman, Esq.
       Thomas j. Salerno, Esq.
       SQUIRE, SANDERS & DEMPSEY (US) LLP
       1 E Washington St #2700
       Phoenix, AZ 85004
       Tel: (602) 528-4024
       Fax: (602) 253-8129
       E-mail: jkroop@ssd.com
               tsalerno@ssd.com


RADIOSHACK CORP: Affirms "Strong" Balance Sheet
-----------------------------------------------
RadioShack Corporation on Friday disclosed that it continues to
have a strong balance sheet with total liquidity of $820 million
at the end of the first quarter.  RadioShack acknowledged that,
like many companies, it has discussions with investment banks from
time to time to help the Company evaluate ways to further
strengthen its balance sheet and manage it efficiently.

"That has been the sole focus of these discussions. As we noted on
our last earnings call, we are focused on executing our turnaround
and serving our customers," said the Company, which issued the
statement in response to recent media reports involving it.

The Wall Street Journal's Emily Glazer, Ann Zimmerman and Serena
Ng report that shares of RadioShack rose 11% Friday to $2.92. They
had dropped sharply Thursday, July 13, when the trade publication
Debtwire said the retailer was looking to hire a financial adviser
to help fix its balance sheet. The shares have lost roughly 90% of
their value over the past three years. The company, which had
annual sales of $4.3 billion, sports a market cap of $291 million.

WSJ says the $820 million consists of available cash and
borrowings at the end of March.

WSJ also relates RadioShack has had discussions with advisers at
Morgan Stanley and Centerview Partners, according to people
familiar with the matter. The company is hoping to raise money
ahead of the fall, when it will be stocking up on inventory for
the holiday shopping season, the people said.

WSJ reports that a RadioShack spokeswoman said the Company
wouldn't discuss bank names or financing, and expects "only normal
inventory build" leading into the holiday season.

                   About Radioshack Corporation

RadioShack (NYSE: RSH) -- -- http://www.radioshackcorporation.com
-- is a national retailer of innovative mobile technology products
and services, as well as products related to personal and home
technology and power supply needs.  RadioShack's retail network
includes more than 4,300 company-operated stores in the United
States, 270 company-operated stores in Mexico, and approximately
1,000 dealer and other outlets worldwide.


READER'S DIGEST: Files Plan Focusing on North American Business
---------------------------------------------------------------
Saabira Chaudhuri, writing for Dow Jones Newswires, reported that
Reader's Digest Association Inc. unveiled a restructuring plan to
focus on its North American print and digital business, as it
prepares to emerge from bankruptcy protection.

"We have rethought our business practices and shed legacy industry
conventions that were no longer good for our business or our
customers so that we can redirect our resources towards making
better, more compelling and relevant products," Chief Executive
Robert E. Guth said, the report cited.

According to the report, the parent of Reader's Digest magazine,
founded 91 years ago under a speakeasy in the Greenwich Village
section of New York, said it will shed circulation that doesn't
contribute to the magazine's profitability and will eliminate
unprofitable subscription offers. It plans to introduce a more
profitable subscription pricing structure but said it will
stabilize prices for existing customers. It will eliminate what it
called the "price confusion" around subscription pricing for its
products.

The company also will increase the proportion of direct-to-
publisher sources and limit the use of agent-sold subscriptions,
the report said. Reader's Digest also said it will lower its rate
base guarantee for advertisers to three million.

"The conventional rate base math in the publishing business that
involves using costly agents to sell less profitable subscriptions
is an equation that no longer makes sense for RDA," said Mr. Guth,
the report added.

                     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.


RG STEEL: Wins Approval to Settle Dispute Over Sparrows Point Sale
------------------------------------------------------------------
U.S. Bankruptcy Judge Kevin Carey approved an agreement that will
resolve RG Steel's dispute with Baltimore County over the sale of
its Sparrows Point assets in Maryland.

Under the deal, Baltimore County will receive $102,858 as payment
for the unpaid portion of its tax claim against the steel maker.
The agreement can be accessed for free at http://is.gd/GtMwtu

RG Steel previously paid more than $3.3 million to Baltimore
County, which holds a lien on the Sparrows Point properties for
real estate and personal property taxes.  Baltimore County asserts
more than $3.4 million.

RG Steel sold its assets related to its former facility in
Baltimore County in accordance with the bankruptcy court's Aug.
15, 2012 order, which required the steel maker to set aside an
amount from the proceeds of the sale for payment of liens or
claims on the Sparrows Point properties.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


ROCKWELL MEDICAL: Results From Efficacy Study of SFP
----------------------------------------------------
Rockwell Medical announced successful top-line results from the
long-term CRUISE-1 Phase 3 efficacy study of SFP.  SFP is the
Company's late-stage investigational iron-delivery drug for the
treatment of iron deficiency in chronic kidney disease patients
receiving hemodialysis.  In the Phase 3 efficacy study, SFP met
the primary endpoint, demonstrating a statistically significant
mean change in hemoglobin from baseline to End-of-Treatment.
Additionally, SFP met key secondary endpoints, including
maintenance of hemoglobin, maintenance of reticulocyte hemoglobin,
and increase in serum iron pre-to-post treatment without an
increase in ferritin.  This long-term study is the first of two
identical Phase 3 efficacy studies to provide clinical data
required for the Company to file a New Drug Application (NDA) with
the U.S. FDA.

Rob Chioini, founder, chairman and CEO of Rockwell Medical stated,
"We are thrilled with the successful results of this CRUISE-1
efficacy study.  In addition to demonstrating statistical
significance and meeting the primary efficacy endpoint, the data
show that in place of IV iron, SFP is a safe and effective iron
replacement therapy that consistently maintains hemoglobin levels
without increasing iron stores.  These successful results, coupled
with the recent positive PRIME study data demonstrating SFP's
ability to significantly reduce ESA use, support our belief that
SFP will set a new paradigm in iron therapy treatment for
hemodialysis patients.  We believe SFP is positioned to become the
new standard of care in iron therapy.  We anticipate confirmatory
and successful results from the CRUISE-2 trial, which is nearing
completion."

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

                       http://is.gd/ePQHUa

                          About Rockwell

Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom,
Michigan, is a fully-integrated biopharmaceutical company
targeting end-stage renal disease ("ESRD") and chronic kidney
disease ("CKD") with innovative products and services for the
treatment of iron deficiency, secondary hyperparathyroidism and
hemodialysis (also referred to as "HD" or "dialysis").

Rockwell's lead investigational drug is in late stage clinical
development for iron therapy treatment in CKD-HD patients.  It is
called Soluble Ferric Pyrophosphate ("SFP").  SFP delivers iron to
the bone marrow in a non-invasive, physiologic manner to
hemodialysis patients via dialysate during their regular dialysis
treatment.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, Plante & Moran, PLLC, in Clinton
Township, Michigan, expressed substantial doubt about Rockwell
Medical's ability to continue as a going concern, citing the
Company's recurring losses from operations, negative working
capital, and insufficient liquidity.

The Company reported a net loss of $54.0 million on $49.8 million
of sales in 2012, compared with a net loss of $21.4 million on
$49.0 million of sales in 2011.  The Company's balance sheet at
March 31, 2013, showed $18 million in total assets, $28.5 million
in total current liabilities, and a stockholders' deficit of $10.5
million.


ROGERS BANCSHARES: Case Summary & 4 Unsecured Creditors
-------------------------------------------------------
Debtor: Rogers Bancshares, Inc.
        425 W. Capitol Ave., 14th Floor
        Little Rock, AR 72201

Bankruptcy Case No.: 13-13838

Chapter 11 Petition Date: July 5, 2013

Court: United States Bankruptcy Court
       Eastern District of Arkansas (Little Rock)

Judge: James G. Mixon

Debtor's Counsel: Samuel M. Stricklin, Esq.
                  BRACEWELL & GIULIANI, LLP
                  1445 Ross Avenue, Suite 3800
                  Dallas, TX 75201
                  Tel: (214) 758-1095
                  Fax: (214) 758-8395
                  E-mail: sam.stricklin@bgllp.com

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

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

The petition was signed by Susan F. Smith, secretary.

Debtor's List of Its Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Rogers Capital Trust III   TruPS                  $25,774,000
The Bank of New York
Mellon Trust Co., N.A.
Attn: David J. Morganti,
525 William Penn Place
7th Floor
Pittsburg, PA 15219

Rogers Statutory Trust II  TruPS                  $10,310,000
U.S. Bank Corporate Trust
Services, Attn:
David Canfield,
190 South Lasalle Street
Chicago, IL 60603

Rogers Statutory Trust I   TruPS                  $5,155,000
U.S. Bank National
Association,
Attn: Corporate Trust
Services-Rogers
Bancshares Statutory
Trust I, One Federal
Street, 3rd Floor,
Boston, MA 02110

United States Treasury     Notice Only
Department


ROTHSTEIN ROSENFELDT: Exit Plan OK'd After Settlement With Victims
------------------------------------------------------------------
Carolina Bolado of BankruptcyLaw360 reported that a Florida
bankruptcy judge confirmed the Chapter 11 liquidation plan of
Ponzi schemer Scott Rothstein's law firm after objections from
victims of the $1.2 billion scheme were resolved in a $54 million
settlement with TD Bank NA.

According to the report, U.S. Bankruptcy Judge Raymond Ray
approved the amended liquidation plan, which some creditors had
opposed because a provision of the centerpiece $72 million deal
between the Rothstein Rosenfeldt Adler PA estate and TD Bank
barred suits against the bank over its alleged role in the scheme.

                    About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- was suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on Jan. 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case is represented by Michael Goldberg, Esq., at Akerman
Senterfitt.


ROYAL HOLDINGS: Moody's Assigns 'B3' Corp. Family Rating
--------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
(CFR) to Royal Holdings Inc. In addition, Moody's assigned ratings
to the debt of Royal's subsidiary, Royal Adhesives and Sealants
LLC; a B1 on the first lien 5-year $350 million term loan and $40
million revolving credit facility, and a Caa2 rating on the 5.5-
year $154 million second lien term loan. Moody's also assigned a
Speculative Grade Liquidity rating of SGL-3. Proceeds from the
transaction are expected to be used to refinance Royal's existing
debt, fund the acquisition of ADCO Global, Inc. (ADCO) and for
fees and expenses. The acquisition is expected to close in the
third quarter of 2013. The outlook is stable. These rating are
subject to receipt of final documentation.

"The acquisition of ADCO more than doubles the company's size but
is being entirely financed with debt," stated John Rogers, Senior
Vice President at Moody's. "Management expects that synergies from
the deal along with organic growth to quickly bring down leverage
to more sustainable levels."

Ratings assigned:

Royal Holdings Inc.

  Corporate family rating -- B3

  Probability of default rating -- Caa1-PD

  Outlook -- Stable

  Speculative grade liquidity rating of SGL-3

Royal Adhesives and Sealants LLC

  5-year $350 million Sr Sec 1st Lien Term Loan B -- B1
  (LGD2, 20%)

  5-year $40 million Sr Sec 1st Lien Revolving Credit Facility --
  B1 (LGD2, 20%)

  5.5-year $154 million Sr Sec 2nd Lien Term Loan B -- Caa2
  (LGD4, 67%)

  Outlook -- Stable

Ratings Rationale:

Royal's B3 CFR reflects elevated leverage, a high level of
integration risk due to the size of the ADCO acquisition, lack of
meaningful cash equity (estimated at $50-60 million), potential
for further acquisitions, weak cash flow generation in 2012 at
both companies and limited quarterly financial information. The
specialty nature of Royal's products, potential for synergies
(cross-selling synergies should be meaningful over time), low
capital intensity, relatively strong margins, large and diverse
product and customer base, and an improving US construction market
all provide support for the B3 rating.

Pro forma for ADCO and other prior acquisitions but excluding
synergies, Debt/EBITDA is roughly 7.5x and Retained Cash Flow/Debt
is about 8%. Management expects roughly $7.3 million of synergies
within one year and EBITDA to rise to $94 million in 2014, which
would greatly reduce leverage and likely cause Moody's to raise
the CFR by one notch to B2. If the company fails to generate
EBITDA of over $70 million, Moody's could lower the company's CFR
to Caa1.

Royal, with the addition of ADCO, sells a broad array of adhesives
and sealants into a wide variety of end markets. It also has a
broad variety of chemistries and know-how in rubber polyurethane,
polysulfide, acrylic, epoxies, UV cure and others. Its main end
markets include transportation, roofing, insulated glass, flooring
& carpet and printing & packaging. Adhesives and sealants
businesses are very leveragable as they tend to generate good,
specialty margins and outsized level of free cash flow due to low
capital spending. Royal was almost exclusively a North American
business, while about 44% of ADCO's sales are in Europe and 17%
are in Asia and Latin America. Post-acquisition, the company will
generate approximately $525 million in 2013 pro-forma revenue and
have a balanced portfolio with roughly 55% of revenues coming from
adhesives and 45% coming from sealants and only 24% of sales to
Europe.

Royal has an adequate liquidity profile primarily supported by its
$40 million cash flow revolver, which is expected to be undrawn at
the close of the financing. Moody's anticipates that the company
will generate positive free cash flow over the next 12-18 months
and that capital expenditures will be below $15 million per year.
The first lien term loan facility is expected to have a 50% free
cash flow sweep mechanism. Each of the first lien facilities and
the second lien facility will contain a total net leverage ratio
covenant that will provide at least a 30% cushion relative to
projected financial performance (with the covenant for the second
lien facility set back by 0.5x of leverage from that of the first
lien facilities). The company is expected to also have access to
an $70 million accordion facility, which would support additional
acquisitions. There is also an equity cure option that would allow
the company to avoid a violation of the financial covenant in the
event that financial performance is weaker than projected.

The B1 rating on the first lien term loan reflects its priority in
the capital structure, as well as a more traditional financial
covenant package. The Caa2 rating on the second lien reflects its
subordination to the much larger first lien term loan and the
limited asset value of the collateral package. Both of the term
loans are guaranteed by the parent company and all domestic
subsidiaries and the collateral package includes all the assets of
the domestic subsidiaries.

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

Royal Holding Inc. is the holding company of Royal Adhesives and
Sealants LLC, a producer of specialty adhesives and sealants sold
into a number of construction, paper, plastic, transportation, and
assembly-related end markets. It is owned by an affiliate of
Arsenal Capital Partners, and has pro forma revenues of roughly
$525 million.


ROYAL HOLDINGS: S&P Assigns 'B' CCR; Outlook Stable
---------------------------------------------------
Standard & Poor's Rating Services said it assigned its 'B'
corporate credit rating to Royal Holdings Inc.  The outlook is
stable.

At the same time, based on preliminary terms and conditions, S&P
assigned a 'B' issue-level rating (same as the corporate credit
rating)and a recovery rating of '3' to the proposed $390 million
first-lien senior secured facility under which the co-borrowers
will be Royal Adhesive and Sealants LLC, ADCO Global Inc., and
ADCO Products Inc.  The facility consists of a $40 million
revolving credit facility due 2018 and a $350 million first-lien
term loan due 2018.

S&P also assigned a 'CCC+' rating (two notches below the corporate
credit rating) and a recovery rating of '6' to the $154 million
second-lien term loan due 2019 for the same co-borrowers.

Royal plans to use the new credit facilities to acquire ADCO and
refinance existing debt.

"The ratings on Royal reflect our assessment of its business risk
profile as "weak" and its financial risk profile as "highly
leveraged".  We assess its management and strategy as fair," said
credit analyst Pranay Sonalkar.

The outlook is stable.  S&P expects the company to achieve and
maintain satisfactory operating profitability and generate
sufficient free cash flow to support a financial profile
consistent with the ratings.  S&P also expects the company will
maintain its very aggressive financial policy and pursue modest-
sized acquisitions and longer term, shareholder rewards.  S&P's
expectations at the current rating include free operating cash
flow generation of at least $5 million, sufficient availability
under its revolver and leverage under 7x.

S&P could lower ratings if operating challenges following the loss
of several contracts materially decreases free cash flow
generation to under $5 million, increases leverage to over 7x, or
if the company's liquidity position deteriorates.  This could
happen if the company's revenues were to decline 5% and EBITDA
margins were to decline 100 bps.

Given the company's very aggressive financial policy, S&P views an
upgrade over the next year as unlikely.


SAN BERNARDINO, CA: Bond Creditors Support City's Ch. 9 Case
------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that a group of
bondholders and bond insurers asked a California bankruptcy judge
to let San Bernardino, Calif., continue with its Chapter 9 case,
siding with the insolvent city in a fight against creditors who
contend it is ineligible for federal protection.

According to the report, Ambac Assurance Co., Erste Europ„ische
Pfandbrief-und Kommunalkreditbank AG and Wells Fargo NA combined
to second San Bernardino's request for U.S. Bankruptcy Judge
Meredith A. Jury to rule that the city qualifies for court
protection.

                    About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SBARRO LLC: S&P Lowers Corp. Credit Rating to 'CCC+'; Outlook Neg.
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Melville, N.Y.-based Sbarro LLC to 'CCC+' from
'B-'.  The outlook is negative.

At the same time, S&P lowered its issue-level rating on Sbarro
Intermediate Holdings Inc.'s $62.3 million first-out term facility
to 'B-' from 'B+' and revised the recovery rating on this debt to
'2' from '1'.  The '2' recovery rating indicates substantial
(70%-90%) recovery of principal in the event of a default.

Concurrently, S&P lowered the issue-level rating on Sbarro
Intermediate Holdings Inc.'s $75 million second-out term facility
to 'CCC-' from 'CCC+' and revised the recovery rating on this debt
to '6' from '5'.  The '6' recovery rating indicates negligible
(0%-10%) recovery of principal in the event of a default.

"Our rating action reflects our belief that the company's
financial burden is unsustainable in the long term, absent
favorable business, financial, and economic conditions, and that
its liquidity position will continue to deteriorate over the next
year," said credit analyst Mariola Borysiak.  "We now view
Sbarro's liquidity as "less than adequate"."

The rating outlook is negative and incorporates S&P's belief that
performance will continue to deteriorate and lead to credit
protection measures weakening further and liquidity erosion.  S&P
believes the company depends on favorable business, financial, and
economic conditions to meet its financial commitments.

S&P could lower the rating if it believed the company could
default on its debt obligations in the next 12 months or seek a
financial restructuring.  Triggers for a downgrade would include
increasing cash losses that necessitated further term loan
drawdowns.

Although unlikely in the next 12 months, a positive rating action
would be predicated on improving profitability such that total
debt to EBITDA improves toward 6x.  Under this scenario, EBITDA
would have to increase by nearly 50% from March 31, 2013, levels,
assuming modest increase in debt due to accruing interest.


SHAD HANNA'S: Bankr. Ct. Narrows Suit Over Farmers Insurance Claim
------------------------------------------------------------------
Bankruptcy Judge Carlota M. Bohm granted a motion to dismiss an
adversary proceeding to the extent it seeks a finding that the
Chapter 7 trustee for debtor Shad Hanna's East, Inc., failed to
state a claim for statutory conversion of a $350,000 check against
First National Bank.  However, the judge clarified, First National
Bank is not dismissed from the Adversary Proceeding as the
Complaint alleges statutory conversion of two other checks which
were not challenged by First National Bank.

The Debtor filed a voluntary Chapter 11 petition (Case No.
09-20088-CMB, Bankr. Utah) and operated a restaurant, Shad Hanna's
Memories Cafe, for 19 months.  On Oct. 14, 2013, the case was
converted to Chapter 7 and a trustee was appointed.

In the Adversary Complaint, the Trustee is seeking damages of
$559,040, plus pre-judgment and post-judgment interest.  The
Trustee is seeking to recover checks, totally approximately
$500,000, issued by The Farmers Fire Insurance Company for a
property damage claim by the Debtor.  The damage was reported
caused by a fire to the restaurant building.  The checks were said
to be endorsed by Barbara Hanna, president and treasurer of the
Debtor, and made payable to Daniel S. Soom.  Mr. Soom is an
attorney who is said to have represented the Debtor in the
property damage claim.

The adversary complaint is CHARLES O. ZEBLEY, JR., Plaintiff, v.
BARBARA HANNA, ROBERT A. HANNA, JR., DANIEL S. SOOM, M&T BANK
CORPORATION, ROBERT A. HANNA, JR., Defendants; DANIEL S. SOOM,
Cross-Claimant, v. BARBARA HANNA and ROBERT A. HANNA, JR., Cross
Defendants; M&T BANK CORPORATION, Third Party Plaintiff,
v. FIRST NATIONAL BANK OF PENNSYLVANIA, Third Party Defendant,
Adv. No. 12-02235-CMB.

A copy of Judge Bohm's June 6, 2013 Memorandum Opinion is
available at http://is.gd/QJvkTNfrom Leagle.com.


SOUTH FLORIDA SOD: Files for Ch. 11 After Housing Recession
-----------------------------------------------------------
South Florida Sod Inc., a sod farmer, filed for Chapter 11
protection (Bankr. M.D. Fla. Case No. 13-bk-08466) on July 9,
2013, in Orlando, Florida.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Debtor said that sod farming has been hard hit by
the housing recession.

According to the report, the Debtor said it could sell 40 to 50
truckloads of sod a day during the height of the housing boom.
Currently, the Avon Park, Florida-based business says it is
selling none.  The company owns 13 properties in Florida and three
other states.  Secured debt totals $23.5 million, not including a
$1.6 million judgment.

The report discloses that the company intends on selling a 5,777-
acre property in Sarasota County, Florida, with a claimed value of
$20 million or more.  The property is currently used for cattle
and timber.  There is $2.6 million in undisputed, unsecured debt,
according to a court filing.


SPRINT NEXTEL: Fitch Affirms 'B+' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) and
long-term debt ratings of Sprint Nextel Corporation and its
subsidiaries (together, Sprint). In addition, Fitch has removed
Sprint and its subsidiaries from Rating Watch Positive, and
assigned them a Stable Outlook.

Key Rating Drivers

The rating affirmation reflects Fitch's view that Sprint's current
legal, operational and strategic ties to Softbank do not warrant
additional notching support at this time based on Fitch's parent
and subsidiary rating linkage criteria. Thus Sprint's IDR is based
on its stand-alone credit profile and does not benefit from an
uplift in ratings. The two companies do not share legal or
operational ties for common treasury or integrated operations.

Softbank's decision to divert $3 billion in cash from Sprint to
shareholders reflects a concern with Softbank demonstrating an
appropriate level of tangible support to Sprint's credit profile
in order to link the ratings. A greater indication of future
financial support and strategic importance to Sprint by Softbank
would provide a linkage to the ratings and for notching lift to
Sprint's IDR.

Weak Financial Profile, Credit Metrics
Fitch expects Sprint's financial profile to remain weak through
2014 due to the significant cash deficit during the next two years
and the associated debt borrowing that will increase leverage.
Sprint estimated this deficit at approximately $10 billion in its
June 2013 proxy filing driven by $16 billion in capital investment
to keep pace with growing industry demand and the competitive
environment.

Fitch believes the cumulative $28 billion in capital spending the
next four years also reflects the underinvestment in Sprint's
network and the need to accelerate the deployment of capital to
improve Sprint's competitive position. Additionally, DISH's
pursuit of Sprint and Clearwire had a negative impact on Sprint's
available liquidity for other strategic initiatives of $4.7
billion.

Looking forward, as Sprint leverages it cost reduction efforts,
substantial margin expansion should occur in the 2014 and 2015
timeframe. Cost reduction efforts could drive up to $2 billion in
savings. The improved cash generation when coupled with reduced
capital investment should allow for the company to strengthen its
financial profile, including the potential to generate free cash
flow by 2015. Leverage is expected to approach 5.5x by the end of
2013 before declining in 2014.

Operational Trends
Sprint also faces material execution risk across the numerous
strategic objectives that the company is pursuing. Fitch remains
concerned with Sprint platform gross additions trends that when
adjusted for Nextel subscriber recapture, declined in excess of
20% for the past four quarters. Consequently, postpaid revenue
growth declined to 0% year-over-year for the first quarter 2013
compared to a peak growth of 6% during late 2011 to mid-2012.
During this time, Sprint prioritized its marketing spend for the
recapture of its iDEN subscribers and Verizon Wireless took share
by leveraging its 4G LTE leadership position across its national
footprint. As such, Sprint will need to reinvigorate growth in
light of this increased competitive activity.

The accelerated network investment to improve capacity, data
bandwidth and customer experience is a key strategic component of
Sprint plans. The company hopes the improved network when combined
with its differentiated unlimited plan and Softbank's expertise
will increase its share of industry gross additions. Fitch
believes Verizon and AT&T Wireless are currently much better
positioned to leverage their scale, capital investment, subscriber
bases and spectrum portfolios to capture additional share and
future growth, particularly through the share data plans. These
plans will likely result in even stickier subscribers as consumers
attach more devices, creating further barriers to churn.

Consequently, Sprint's challenge is magnified, as industry
postpaid and prepaid additions are expected to contract further as
the industry matures. Additional avenues for incremental revenue
growth include mobile broadband/tablet devices and machine-to-
machine opportunities.

Spectrum
Softbank's cash infusion materially strengthened Sprint's
flexibility to pursue key consolidation and spectrum
opportunities. Fitch views Clearwire's network and spectrum assets
as integral to Sprint's long-term evolution (LTE) plans to deploy
high-band spectrum in high-capacity areas, particularly within the
urban cores under Sprint's control. This strengthens Sprint's
long-term competitive position and ability to offer a
differentiated unlimited wireless broadband plan versus its
national peers.

Given Sprint's deep 2.5 GHz spectrum position and unbalanced
spectrum portfolio, Fitch believes Sprint could pursue
opportunities to swap/sell 2.5 GHz spectrum and increase its
holdings of other spectrum bands including the sub 1 GHz band
through the 600 MHz broadcast auction. This would enhance Sprint's
financial flexibility and allow for an expanded 2.5 GHz device
ecosystem.

Sprint and DISH could also find themselves at odds again as the
FCC finalizes its plan to auction the PCS H-block in late 2013, or
more likely in 2014. This spectrum is particularly attractive to
each because it is adjacent to Sprint's existing spectrum and
strategic to DISH's AWS-4 spectrum holdings. An H-block auction in
the 2014 timeframe could increase Sprint's expected deficit if the
company participates in the auction.

Liquidity, Maturities & Financial Covenants
Sprint's liquidity position is supported by $7.8 billion of cash
and $2.1 billion borrowing capacity under a revolving credit
facility. Softbank will contribute an additional $1.9 billion of
cash at closing. Sprint closed a new five-year $3 billion credit
agreement earlier this year. As of March 31, 2013, approximately
$925 million in letters of credit were outstanding. Sprint also
maintains a second tranche of a $500 million vendor financing
facility that became available for borrowing on April 1, 2013.

Fitch expects Sprint will maintain at least $2 billion of cash
going forward to maintain adequate liquidity for its strategic
plans. As such, given the high cash requirements to fund the
operating deficit related to the capital investment, the Clearwire
acquisition and potential spectrum auction, Fitch expects Sprint
will substantially increase debt during the next year.

Debt refinancing and redemptions have significantly reduced
Sprint's maturity profile (excluding Clearwire) from previous
years. During the next four years, $356 million, $292 million,
$611 million and $2,111 million comes due, respectively. Sprint
will consider opportunities to refinance Clearwire's high-coupon
debt. Clearwire has $2.95 billion of 12% first-priority secured
notes due December 2015. The secured notes currently have optional
redemption rights at 106%. This will reduce to 103% in December
2013. The $500 million 12% second priority notes are due in 2017
with optional redemption rights beginning December 2014 at 106%.
The $300 million 14.75% first priority secured notes mature in the
fourth quarter of 2016 and contain a make-whole premium, thus
limiting refinancing options.

Financial covenants with the new credit facility have significant
cushion against the expected leverage increase with current total
leverage ratio not to exceed 6.25 through June 30, 2014. As of
March 31, 2013, the leverage ratio was 4.25.

The unsecured credit facilities at Sprint benefit from upstream
unsecured guarantees from all material subsidiaries. The credit
agreement allows carve-outs for indebtedness composed of unsecured
guarantees that are expressly subordinated to the credit facility.
The unsecured junior guaranteed debt is senior to the unsecured
notes at Sprint Nextel and Sprint Capital Corporation. The
unsecured senior notes at these entities are not supported by an
upstream guarantee from the operating subsidiaries.

The $1 billion vendor financing facility is jointly and severally
borrowed by all of the Sprint subsidiaries that guarantee the
Sprint credit facility, Export Development Canada loan and junior
guaranteed notes. The facility additionally benefits from a parent
guarantee and first priority lien on certain network equipment.
This places the vendor facility structurally ahead of the
unsecured notes.

SENSITIVITY/RATING DRIVERS

Positive: Future developments that may, individually or
collectively, lead to a positive rating action include:

-- Execution on cost reduction opportunities leading to expansion
   in operating EBITDA margins approaching 20%;

-- Improvement in cash generation such that FCF prospects for the
   year are approaching breakeven to positive;

-- Improved FFO interest coverage approaching 4x;

-- Improved FFO adjusted leverage approaching 4x;

-- Improvement in postpaid churn by at least 10-20 basis points;

-- Positive trends in gross addition share.

Negative: Future developments that may, individually or
collectively, lead to negative rating action include:

-- Lack of an expected turn-around in FCF generation with
   persistent negative trends;

-- Aggressive spectrum purchases that would increase leverage over
   5.5x on a sustained basis;

-- Postpaid subscriber trends materially weaken;

-- Gross addition share gains fail to materialize;

-- Additional material acquisitions.

Fitch affirms the ratings of Sprint Nextel and its subsidiaries as
follows:

  Sprint Nextel Corporation;

   -- IDR at 'B+';
   -- Junior guaranteed unsecured notes at 'BB/RR2';
   -- Senior unsecured notes at 'B+/RR4'.

  Sprint Capital Corporation;

   -- IDR at 'B+';
   -- Senior unsecured notes at 'B+/RR4'.

Fitch has assigned the following rating:

  Sprint Nextel Corporation;

   -- $3 billion senior unsecured credit facility 'BB/RR2'.

Fitch has withdrawn the following ratings.

  Nextel Communications Inc. (Nextel);

   -- IDR 'B+.'

  Sprint Nextel Corporation;

   -- $2.2 billion senior unsecured credit facility at 'BB/RR2'.


STANADYNE CORP: S&P Lowers Corporate Credit Rating to 'CCC'
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Stanadyne Corp. and its parent, Stanadyne Holdings
Inc., including the corporate credit ratings to 'CCC' from 'CCC+'.
The outlook is negative.

"The downgrade reflects our view that Stanadyne's refinancing
risks have increased.  The company's first-quarter results were
weak, and we believe that its key end markets, such as
agricultural equipment, have not improved significantly.  As a
result, we expect that Stanadyne will make less progress improving
its credit measures than we had previously anticipated.  We
believe that the adjusted debt to EBITDA will likely remain at
more than 8x this year (it was more than 10x at the end of the
first quarter) and improvements will be subject to either a
successful execution of the new high pressure gasoline pump the
company is supplying to General Motors Co. or end-market
improvement," S&P said.

"In addition, we will continue to monitor the company's ability to
pay dividends to service notes at the parent company, Stanadyne
Holdings Stanadyne's ability to upstream dividends to its parent
is governed by a restricted payment basket that depends on
Stanadyne Corp.'s net income generation, and we are uncertain
whether the company will generate sufficient profit to service the
parent's notes.  However, Stanadyne's private-equity owner
(Kohlberg & Co.) has advised the company that it will provide
financial assistance of up to $8 million to Stanadyne Holdings for
interest payments due through February 2014," S&P noted.

The outlook is negative.  "Standard & Poor's believes that
Stanadyne will face difficulty refinancing its 2014 maturities
unless its operating performance improves significantly and
prospects for continued improvement exist," said Standard & Poor's
credit analyst Dan Picciotto.  S&P could lower the ratings on
Stanadyne and its parent if Stanadyne's refinancing risks increase
further because credit measures remain very weak and its free cash
flow is negative, or if basket restrictions constrain its ability
to service Stanadyne Holdings' notes and the owner does not appear
likely to provide financial support.  S&P could raise the ratings
if Stanadyne appears likely to meet its financial obligations in
full by refinancing its capital structure.


STEADY ROCKIN: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Steady Rockin Transport Inc.
        4660 Hiram Lithia Springs Road
        Powder Springs, GA 30127

Bankruptcy Case No.: 13-64929

Chapter 11 Petition Date: July 6, 2013

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

Debtor's Counsel: Paul Reece Marr, Esq.
                  PAUL REECE MARR, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Fax: (770) 984-0044
                  E-mail: paul@paulmarr.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ganb13-64929.pdf

The petition was signed by Shonnard O. Reid, chief executive
officer.


STOCKTON, CA: Sales Tax Measure to Go on Ballot
-----------------------------------------------
Jim Christie, writing for Reuters, reported that Stockton,
California's city council voted to put a measure increasing the
city's sales tax on the November ballot to raise revenue to help
the city exit from bankruptcy and to increase spending on public
safety.

According to the report, the vote came more than a year after the
city of roughly 300,000 residents in California's Central Valley
became the biggest U.S. city to file for bankruptcy protection
from its creditors.

If Stockton's voters approve the measure, it would go into effect
next April and lift their sales tax to 9 percent from 8.25 percent
to raise more than $300 million over 10 years, according to City
Manager Bob Deis' office, the report said.

Roughly a third of the new revenue would go to help Stockton exit
from bankruptcy and the rest would go to public safety programs
and to hire 120 new police officers, the report related.

"This is a win-win for everybody," said City Council member
Michael Tubbs before the council's vote, the report added.

                     About Stockton, Cal.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.


TELETOUCH COMMUNICATIONS: Exits Wholesale Distribution Business
---------------------------------------------------------------
Teletouch Communications, Inc., has decided to quit its wholesale
distribution business as a result of the Company's inability to
sustain further losses.  The Company decided to exit this line of
business effective as of June 7, 2013.  The Company incurred
approximately $33,000 of severance costs related to the exit
efforts.

During its 4th quarter of fiscal year 2012, the Company determined
to concentrate its efforts on growing its wholesale distribution
business to offset the declining revenues and loss of operating
margins in its cellular business.  Over the past 12 months, the
Company has attempted to address the lagging sales and margin
figures through more direct involvement by the Company's senior
management team with the manufacturers, potential customers and
wholesale division personnel.  However, these additional efforts
have not shown to be successful and the Company sustained
significant losses in its efforts to grow this segment of its
business.  Through the nine-month period ended Feb. 28, 2013, the
wholesale business has incurred an operating loss of $697,000 and
these losses have continued through the 4th quarter ended May 31,
2013, due to increasingly low sales.

As a consequence of the Company's losses from sustaining the
wholesale distribution operations, the Company is now experiencing
significant liquidity challenges.

Furthermore, the Company has been and remains unable to meet its
consolidated financial projections that were made to its senior
lender, DCP, Teletouch Lender, LLC, and, DCP has been notified
that the Company failed to meet its financial covenants under the
DCP Loan Agreement.  The remaining cellular operations of the
business are continuing to decline, as anticipated, so the Company
is currently evaluating its options to improve its liquidity,
including, without limitation, further cost reduction plans as
well as capital raising opportunities.  Pursuant to the DCP Loan
Agreement, the Company is required to provide a plan that is
acceptable to DCP.  In the absence of that plan or in the event
DCP does not accept that plan when presented, DCP could seek to
avail itself of remedies under the DCP Loan Agreement, including,
among others, foreclosing on the assets of the Company or by
directing the Company to liquidate substantially all of its assets
in an orderly manner to satisfy this debt.

                      DCP Revolving Facility

On Feb. 8, 2013, the Company entered into a Loan and Security
Agreement with DCP, Teletouch Lender, LLC, a New York based
private lender.  Under the terms of the DCP Loan Agreement, the
Company had the ability to borrow up to $6 million under the DCP
Loan Agreement's revolving credit facility.  The term of the loan
initially matures on Jan. 31, 2015, and may be extended for an
additional year at the Company's sole election.

On June 15, 2013, the Company also may be deemed to have triggered
a non-payment default provision under the DCP Loan Agreement when
the loan amount was overadvanced, as the term is defined under the
DCP Loan Agreement.  The overadvancement in the amount of
approximately $164,000 resulted in the Company not having
sufficient cash on hand to repay the principal obligations due and
payable under the DCP Loan Agreement within 48 hours, which
default was then cured on June 19, 2013, by adding additional
assets to the borrowing base thereby remedying the alleged event
of default.  However, on June 24, 2013 the Company again became
overadvanced under the DCP Loan Agreement and this situation
continued through the remainder of the month of June 2013 and is
continuing through the date of this Current Report.

On July 8, 2013, the Company received a demand from DCP to make a
$300,000 payment against the overadvance.  Following this
repayment, the Company is left with less than $200,000 of cash
remaining in its operating accounts.  DCP has continued to reserve
all rights available to it under the DCP Loan Agreement and as of
the date of this filing has not acted on its right to take control
of all of the Company's cash while the overadvance continues.  DCP
has communicated to the Company that it was in the process of
formally noticing the Company of the default under the DCP Loan
Agreement and will continue to evaluate its intent to continue
funding the overadvance to allow the Company to continue to
operate.  As of July 10, 2013, that notice from DCP has not been
received and to the best of the Company's knowledge, DCP has not
commenced any other actions against the Company at this time.

                         Real Estate Loans

As previously disclosed, the Company's real estate loan agreements
with East West Bank and Jardine Capital Corporation, with the
outstanding balances of approximately $1,984,400 and $525,900 as
of the date of this filing, respectively, initially matured on
May 3, 2012.  Subsequently, Jardine Capital Corporation has
granted several extensions of the maturity of the loan balance and
has recently granted another extension of the maturity of the loan
through May 31, 2013, for a 1 percent extension fee (approximately
$5,350) with no changes in the terms under the original agreement.
Prior to the May 31, 2013, maturity of the Jardine Bank debt, the
Company requested another loan extension, but as of the date
hereof, no such extension has been granted.

On May 23, 2013, the Company amended its previously disclosed loan
agreement with East West Bank to extend the maturity date under
from Feb. 3, 2013, to Aug. 31, 2013.  In consideration of such
extension, the Company made a principal payment in the amount of
$50,000 and an extension fee of $5,159.

The Company is investigating refinancing opportunities of the real
estate subject to the foregoing loan agreements.  If the real
estate that is subject of the above-referenced real estate loan
agreements is sold, the Company may receive sufficient proceeds to
pay the balance due on all of its current real estate debt.
However, that the Company can provide no assurance it will be
successful in securing new real estate financing, or that the
proceeds of the sale or the real estate will be sufficient to pay
the outstanding indebtedness secured thereby, or that Jardine Bank
will extend the current maturity date of the loan or that any such
extensions will allow a sufficient amount of time for the Company
to secure the new real estate financing.

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

                        http://is.gd/WBb7Gd

                          About Teletouch

Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging.  Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas.  Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services.  Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/

Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.

BDO USA, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statement for the year
ended May 31, 2012.  The independent auditors noted that the
Company has increasing working capital deficits, significant
current debt service obligations, a net capital deficiency along
with current and predicted net operating losses and negative cash
flows which raise substantial doubt about its ability to continue
as a going concern.

For the nine months ended Feb. 28, 2013, the Company incurred a
net loss of $622,000 on $14.94 million of total operating
revenues, as compared with net income of $4 million on $19.02
million of total operating revenues for the nine months ended
Feb. 29, 2012.  The Company's balance sheet at Feb. 28, 2013,
showed $10.38 million in total assets, $16.91 million in total
liabilities and a $6.53 million total shareholders' deficit.


THERMOENERGY CORP: Moody Replaces Grant Thornton as Accountants
---------------------------------------------------------------
The Audit Committee of ThermoEnergy Corporation's Board of
Directors voted to dismiss Grant Thornton LLP as the Company's
independent registered public accounting firm and, on the same
day, engaged Moody, Famiglietti & Andronico, LLP, as the Company's
new independent registered public accounting firm.

Grant Thornton had been appointed as the Company's independent
registered public accounting firm on Dec. 1, 2011.  Grant
Thornton's reports on the Company's consolidated financial
statements for the years ended Dec. 31, 2012, and 2011 did not
contain any adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting
principles, except for emphasis of matter paragraphs which
discussed substantial doubt regarding the Company's ability to
continue as a going concern.

The dismissal was not a result of any disagreement with the
accounting firm.

During the fiscal years ended Dec. 31, 2012, and 2011 and during
the interim period from Jan. 1, 2013, through July 12, 2013,
neither the Company nor anyone acting on its behalf consulted MFA
regarding the application of accounting principles to a specified
transaction, either completed or proposed, or the type of audit
opinion that might be rendered on our consolidated financial
statements, and MFA did not provide either a written report or
oral advice to the Company that was a factor considered by the
Company in reaching a decision as to any accounting, auditing, or
financial reporting issue.

                   About ThermoEnergy Corporation

Little Rock, Ark.-based ThermoEnergy Corporation is a clean
technologies company engaged in the worldwide development of
advanced municipal and industrial wastewater treatment systems and
carbon reducing clean energy technologies.

The Company incurred a net loss of $7.38 million for the year
ended Dec. 31, 2012, as compared with a net loss of $17.38 million
on $5.58 million of revenue in 2011.  The Company's balance sheet
at March 31, 2013, showed $5.93 million in total assets, $17.46
million in total liabilities and a $11.52 million total
stockholders' deficiency.

Grant Thornton LLP, in Westborough, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company incurred a net loss of $7,382,000 during the year
ended Dec. 31, 2012, and, as of that date, the Company's current
liabilities exceeded its current assets by $7,094,000 and its
total liabilities exceeded its total assets by $10,611,000.  These
conditions, among other factors, raise substantial doubt about the
Company's ability to continue as a going concern.


THINKFILM LLC: Creditor Suit vs. Bergstein Stays in Bankr. Court
----------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that a California
federal judge refused to withdraw from bankruptcy court a lawsuit
accusing film financier David Bergstein and his former partner,
Miramax Films co-owner Ron Tutor, of dodging the creditors of
Bergstein's bankrupt company.

According to the report, U.S. District Judge Philip S. Gutierrez
rejected Bergstein and Tutor's bid to remove the case to the
district court, saying removal would be an "inefficient use of
judicial resources" because the bankruptcy judge is already
familiar with the case and the adversary suit is just one of many
in R2D2's bankruptcy case.

                        About Thinkfilm LLC

CapCo Group LLC and four other companies controlled by David
Bergstein are part of a wider network of entities that distribute
and finance films.  Among the approximately 1,300 films they have
the rights to are "Boondock Saints" and "The Wedding Planner."

Several creditors filed for involuntary Chapter 11 bankruptcy
against the companies on March 17, 2010 -- CT-1 Holdings LLC
(Bankr. C.D. Calif. Case No. 10-19927); CapCo Group, LLC (Bankr.
C.D. Calif. Case No. 10-19929); Capitol Films Development LLC
(Bankr. C.D. Calif. Case No. 10-19938); R2D2, LLC (Bankr. C.D.
Calif. Case No. 10-19924); and ThinkFilm LLC (Bankr. C.D. Calif.
Case No. 10-19912).  Judge Barry Russell presides over the cases.
The Petitioners are represented by David L. Neale, Esq., at Levene
Neale Bender Rankin & Brill LLP.

Judge Barry Russell formally declared David Bergstein's ThinkFilm
LLC and Capitol Films Development bankrupt on Oct. 5, 2010.

Mr. Bergstein is being sued for tens of millions of dollars by
nearly 30 creditors -- including advertisers, publicists and the
Writers Guild West.  Five Bergstein controlled companies have been
named in the suit.


THQ INC: Int'l Units Fight Plan Reclassifying $107MM Claims
-----------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that foreign
subsidiaries of bankrupt THQ Inc. protested the defunct video game
maker's plan to classify their $107 million in claims in a way
that makes it unlikely they'll be paid, arguing that they need the
money for wind-downs and liquidations of their own.

According to the report, the subsidiaries -- THQ units in France,
Germany, Italy, Spain and the United Kingdom -- along with a Swiss
holding company filed their objection in the U.S. Bankruptcy Court
for the District of Delaware.

                          About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- was a worldwide
developer and publisher of interactive entertainment software.
The Company developed its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles, California, THQ sold product through
its network of offices located throughout North America and
Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.  Michael R.
Nestor, M. Blake Cleary and Jaime Luton Chapman at Ypung Conaway
Stargatt & Taylor, LLP; and Oscar Garza at Gibson, Dunn & Crutcher
LLP represent the Debtors.  FTI Consulting and Centerview Partners
LLC are the financial advisors.  Kurtzman Carson Consultants is
the claims and notice agent.

Before the bankruptcy, Clearlake signed a contract to buy Agoura
THQ for a price said to be worth $60 million.  After a 22-hour
auction with 10 bidders, the top offers brought a combined $72
million from several buyers who will split up the company. Judge
Walrath approved the sales in January.  Some of the assets didn't
sell, including properties the company said could be worth about
$29 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
persons to serve in the Official Committee of Unsecured Creditors.
The Committee tapped Houlihan Lokey Capital as its financial
advisor and investment banker, Landis Rath & Cobb as co-counsel
and Andrews Kurth as counsel.


TLO LLC: Hires Ahearn Jasco as Accountants
------------------------------------------
TLO LLC seeks permission from the U.S. Bankruptcy Court for the
Southern District of Florida to employ Frank E. Jaumot, CPA, and
Ahearn, Jasco + Company, P.A., as its accountants.

The firm will, among other things:

   a. prepare required yearly Federal and State Income Tax Returns
      with supporting schedules;

   b. prepare compilations of the Debtor-In-Possession's books as
      needed;

   c. assist Debtor in preparation of its Plan, Disclosure
      Statement and other work appropriate to this Chapter 11
      proceeding; and

   d. assist in the preparation of the "Debtor's Chapter 11
      Monthly Operating Report".

Mr. Jaumot and AJC have agreed to accept compensation on an hourly
basis at its standard billing rates ranging from $125 to $455 per
hour based on the individuals in the firm providing services, for
preparation and filing of the required yearly Federal and State
Income Tax Returns and other consulting and accounting matters,
plus necessary and actual expenses from the bankruptcy estate
pursuant to the provisions of the Bankruptcy Code.

A court hearing to consider approval of the application is
scheduled for July 16.

                           About TLO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the
company's headquarters in Boca Raton.  The petition was signed by
E. Desiree Asher as CEO.  Judge Paul G. Hyman, Jr., presides over
the case.  Furr & Cohen serves as the Debtor's counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.


TLO LLC: Taps Akerman Senterfitt as Corporate Counsel
-----------------------------------------------------
TLO LLC seeks approval from the U.S. Bankruptcy Court for the
Southern District of Florida to employ David Ristaino and the law
firm of Akerman Senterfitt as corporate special counsel.

The firm will, among other things, act as general corporate
counsel on an as needed basis during the day to day operations of
the Debtor's existing business and review employment contracts,
asset sale agreements, and any other contract implicated by the
Debtor's continued operation.

The hourly rates for attorneys at Akerman who may work on the
Debtor's case, range from $190 to $600.  David Ristaino will be
the Akerman attorney principally working on this matter, and his
hourly rate is $480.

To the best of the Debtor's knowledge, neither David Ristaino nor
Akerman have any undisclosed connection with the creditors or
other parities in interest or their respective attorneys. Neither
David Ristaino nor Akerman represent any interest adverse to the
Debtor.

A court hearing to consider approval of the application is
scheduled for July 16.

                           About TLO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the
company's headquarters in Boca Raton.  The petition was signed by
E. Desiree Asher as CEO.  Judge Paul G. Hyman, Jr., presides over
the case.  Furr & Cohen serves as the Debtor's counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.


TOLEDO-LUCAS COUNTY PORT: Fitch Affirms 'BB' Rating on $67MM Bonds
------------------------------------------------------------------
Fitch Ratings has affirmed the 'BB' rating on the $67.7 million
Toledo-Lucas County Port Authority, OH (Crocker Park Public
Improvement Project) special assessment revenue bonds, series
2003.

The Rating Outlook is Stable.

SECURITY

The bonds are special limited obligations payable by the issuer
from special assessments levied on the assessment property by the
city of Westlake. A debt service reserve fund equal to maximum
annual debt service (excluding the final maturity) is fully funded
through a guaranteed investment contract.

KEY RATING DRIVERS

SINGLE-PAYOR RISK: Pledged special assessments are payable from a
single payor on property comprising a small, highly concentrated
geographic area.

IMPROVING BUT STILL WEAK PROJECT CASH-FLOWS: Despite high
occupancy rates, the project does not generate cash-flow
sufficient to cover mortgage payments. Project cash-flows improved
from very weak levels and in fiscal 2012 covered the substantial
mortgage payment by 0.9x, up from about 0.57x in 2011.

PROJECT OBLIGATIONS CURRENT: The project generates enough coverage
for property taxes and special assessments. While coverage of
mortgage payments is insufficient, both special assessments (which
support the bonds) and mortgage payments have been kept current.

LIEN SUPERIOR TO MORTGAGE OBLIGATION: Special assessment payments,
equal to at least annual debt service through final bond maturity
regardless of the assessed value of property, are on parity with
property taxes and are senior to the sizable mortgage payments.

HIGH LEVERAGE: Fitch-estimated loan-to-value has moderated from
very high levels to a still elevated 1.1:1. This combined with the
cash-flow shortfall underscores Fitch's concerns about the
developer's continued willingness and ability to continue to make
special assessment payments, although Fitch notes that coverage
trends are positive.

RATING SENSITIVITIES

FAILURE TO PAY PROPERTY OBLIGATIONS: Failure to pay special
assessments or the subordinate mortgage payments on time could
cause a downgrade.

CONTINUED COVERAGE EROSION: Continued lack of sum sufficient cash-
flow coverage of mortgage payments could put further downward
pressure on the rating.

MORTGAGE WITH SPECIAL SERVICER: Placement of the mortgage with a
special servicer would indicate severe stress, but could
ultimately be a stabilizing factor at a lower rating level.

LACK OF SUFFICIENT OR TIMELY INFORMATION: The inability to receive
information pertinent to the rating of these obligations by Fitch
on a timely basis could result in a change or withdrawal of the
rating.

CREDIT PROFILE

SINGLE-PAYOR RISK

The bonds are secured by special assessments payable by a single
payor, Crocker Park, LLC (the developer/owner), an affiliate of
Robert L. Stark Enterprises. The special assessment property is
within an established retail area, Crocker Park, in affluent
Westlake, Ohio (rated 'AAA' by Fitch). The area has complementary
retailers, office and residential units and retains a competitive
position in the region. The assessment property is composed of the
retail portion of Crocker Park with over 630,000 square feet of
retail space anchored by several major retailers, in addition to
office space and residential properties.

MATURE PROJECT WITH HIGH OCCUPANCY RATES

All phases of the development anticipated at the time of the bond
financing have been completed. Occupancy rates recently have been
quite strong, ranging from 92% to 100%. Development continues in
areas adjacent to the assessment property. Plans for construction
of a new headquarters for American Greetings, expected to result
in the addition of 1,500 jobs, should further strengthen consumer
demand at the mall.

The development generates cash-flow insufficient to support large
mortgage payments, after payment of special assessments, despite
the high occupancy rates. Mortgage coverage improved to 0.89x in
2012 after sinking to 0.57x in 2011 from 0.75x in 2010; however,
the developer is current on mortgage payments.

LIEN SUPERIOR TO MORTGAGE OBLIGATION

The special assessments are on parity with real estate taxes and
are senior to an outstanding mortgage on the property. Special
assessments were authorized in aggregate maximum annual
installments of $6 million for the term of the bonds and are
levied annually in an amount sufficient to pay annual debt
service. Fitch remains concerned about the current or any future
owner's incentive to continue to make special assessment payments,
given the high overall loan-to-value ratio of 1.1:1, using Fitch's
conservative stressed value of the entire development.

STRUCTURAL PROTECTIONS

Fitch derives some comfort from the superiority of the lien to
those of larger obligations; however, the weak coverage of the
mortgage obligation introduces risk of payment disruption should
the loan go into foreclosure. Fitch believes the presence of a
master servicer (and the addition of a special servicer, if
necessary) as part of the mortgage trust securitization may prove
to be a stabilizing factor, should the trust have sufficient
resources and choose to provide liquidity to bridge any payment
interruption during a work-out. The 'BB' rating does not assume
any such external support from the trust.

For additional information, see 'Fitch Ratings Downgrades Five
Classes of BSCMST 2005 - PWR10; Removes One Class from Watch
Negative,' March 1, 2013, available at www.fitchratings.com.


TOOTIE PIE: Chapter 11 Petition Filed
-------------------------------------
Tootie Pie Company, which manufactures, markets and sells
handmade, fully-baked high quality pies, filed for Chapter 11
protection (Bankr. W.D. Tex. Case No. 13-51808).

The Company is represented by Ronald J. Smeberg of The Smeberg Law
Firm.

BankruptcyData reported that the Company announced that Don L.
Merrill, Jr. has agreed to resign his previous positions as
president/C.E.O. and interim C.F.O. of the Company, although he
will remain as a director, the report related.  Leslie E. Doss, a
director of the Company, was appointed by the board and agreed to
fill those positions on an interim basis.

Tootie Pie Company also announced that it has been locked out by
the landlord from two of its Tootie Pie Company Gourmet Cafe
Texas-based locations and is "currently investigating the
possibility of attempting to re-enter and continue operation at
these two locations," the report added.


TOUSA INC: Seeks to Establish Disputed Claims Reserve
-----------------------------------------------------
BankruptcyData reported that TOUSA and its official committee of
unsecured creditors filed with the U.S. Bankruptcy Court a joint
motion for entry of an order, pursuant to Bankruptcy Code Sections
105(a), 502(c) and 1142, for an order establishing a disputed
claims reserve in connection with the Company's Amended Joint Plan
of Liquidation.

The motion explains, "The Parties propose to set the Disputed
Claims Reserve Amount at $6,686,579 in Cash on account of Allowed
Administrative Claims, Allowed Priority Claims and Allowed General
Unsecured Claims plus, with respect to Allowed General Unsecured
Claims, a corresponding amount of Liquidation Trust Interests, to
the extent applicable, which will provide protection to holders of
Disputed Claims against the possibility that the Debtors'
aggregate estimates are too low, while still allowing
distributions to be made to the holders of Allowed Claims as of
the Effective Date in a fair and timely fashion.  During the
pendency of these cases, the Debtors have expunged or altered more
than 5,155 claims, totaling a reduction of more than $1.1 billion,
and have resolved or will resolve more than $5.5 billion in Claims
pursuant to the Plan.  The significant percentage of Claims
objected to and resolved demonstrates the Parties' ability to
properly and accurately estimate the Claims against the Debtors'
estates.  Accordingly, the Court can and should rely on the
Parties' estimate of the ultimate Allowed amount of Claims against
the Debtors for purposes of establishing the Disputed Claims
Reserve, as contemplated by the Plan," the report said, citing
court documents.

                         About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  Richard M. Cieri, Esq., M. Natasha Labovitz,
Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in
New York, N.Y.; and Paul S. Singerman, Esq., at Berger Singerman,
in Miami, Fla., represent the Debtors in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

The official committee of unsecured creditors has filed a proposed
chapter 11 liquidating plan for Tousa.  However, the committee
said it would no longer pursue approval of its liquidation plan
because of the pending appeal of its fraudulent transfer case in
the U.S. Court of Appeals for the Eleventh Circuit.  A district
court in February 2011 held that the bankruptcy judge was wrong in
ruling that lenders who were paid off received fraudulent
transfers when Tousa gave liens on subsidiaries' properties to
bail out and refinance a joint venture.  Daniel H. Golden, Esq.,
and Philip C. Dublin, Esq., at Akin Gump Strauss Hauer & Feld LLP,
in New York, N.Y., represent the creditors committee.

Tousa and the official committee of unsecured creditors has filed
a proposed chapter 11 liquidating plan following a settlement
between the Debtor and creditors and other settlements crafted by
mediator Peter L. Borowitz.  The settlement was made after a May
2012 U.S. Court of Appeals in Atlanta decision that found that
banks received fraudulent transfers exceeding $400 million.  Tousa
intends to have a confirmation hearing for the Plan in August.


TRADER CORP: Moody's Changes Outlook to Negative & Keeps B3 CFR
---------------------------------------------------------------
Moody's Investors Service affirmed Trader Corporation's B3
corporate family rating, B3-PD probability of default rating, Ba3
senior secured revolving facility rating, B3 senior secured notes
rating and SGL-3 speculative grade liquidity rating, and changed
the company's ratings outlook to negative from stable.

"The outlook change to negative reflects weaker top line growth
expectations as digital revenue is not expanding sufficiently to
compensate for the decline in print-based revenue," says Peter
Adu, Moody's lead analyst for Trader. "As a result, Trader's
profitability is not likely to improve and leverage is expected to
remain around 8x through the next 12 to 18 months, which is not
supportive of the B3 CFR," Adu added.

Affirmations:

Issuer: Trader Corporation

  Corporate Family Rating, Affirmed B3

  Probability of Default Rating, Affirmed B3-PD

  Speculative Grade Liquidity Rating, Affirmed SGL-3

  Senior Secured Bank Credit Facility, Affirmed Ba3, LGD1, 1%

  Senior Secured Regular Bond/Debenture, Affirmed B3, LGD3, 48%
  (from LGD3, 44%)

Outlook Actions:

Issuer: Trader Corporation

Outlook, Changed To Negative from Stable

Ratings Rationale:

Trader's B3 CFR primarily reflects its high leverage (adjusted
Debt/EBITDA of 7.7x at Q1/13) and substantial business risk
resulting from its declining revenue trend as it transitions to a
fully digital platform. While legacy print-based revenues continue
to decline due to changing technology and consumer preferences,
and is now less than 10% of revenue, digital sales have not
expanded fast enough to sustain the company's top line or EBITDA.
Also, there is limited forward visibility to the digital
platform's growth potential in Canada due to soft economic
conditions and rising competition. The rating benefits from the
company's well recognized brand in Canada, subscription-based
recurring revenue and good EBITDA margins. Moody's expects top
line growth to remain weak and leverage to be maintained around 8x
through the next 12 to 18 months.

Trader's liquidity is adequate as evidenced by the SGL-3 rating.
This is supported by access to a $30 million committed revolving
credit facility due 2016, expectations for cash balances in excess
of $10 million through the next 4 to 6 quarters, and lack of
meaningful debt maturity until the revolver matures. Moody's
expects free cash flow generation to be slightly negative to
breakeven for the next 4 to 6 quarters. Trader is subject to total
leverage and interest coverage covenants and Moody's expects
cushion to be maintained above 10% even after step downs occur for
the leverage covenant starting in Q4/13.

The rating outlook is negative because of Trader's declining
revenue and profitability which may cause leverage to remain at a
level that is higher than appropriate for the B3 CFR.

Trader's rating would be downgraded should its liquidity position
deteriorate. Downward rating pressure could also arise if Trader
sustains adjusted Debt/ EBITDA above 8x and (EBITDA-
CapEx)/Interest Expense below 1x. Upward rating action could be
considered should Trader sustain adjusted Debt/ EBITDA towards
5.5x and (EBITDA-CapEx)/Interest Expense above 1.5x.

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

Trader Corporation is a provider of advertising and digital
marketing services for Canadian automotive dealers. Revenue for
the last twelve months ended March 31, 2013 was $150 million. The
company is headquartered in Toronto, Ontario, Canada and is owned
by Apax Partners L.P.


TRIBUNE CO: To Separate Broadcasting, Publishing Businesses
-----------------------------------------------------------
Reuters reported that Tribune Co. will separate its publishing
business from its more-profitable broadcast division, it said on
Wednesday, following the path taken by Time Warner and News Corp.

According to the report, media companies have been shedding their
print assets to allow a greater focus on their faster-growing
broadcast businesses.

Tribune plans a tax-free spinoff of its eight newspapers, which
include the Los Angeles Times and Chicago Tribune, the report
said. The new company, Tribune Publishing Co., will have its own
board and senior management team.

The broadcast company, which will retain the Tribune name, will
include its 42 local TV stations, superstation WGN America, an
equity stake in the TV Food Network, and digital and real estate
assets, the report related.

"Each will be a stronger company when separated from the other,"
Tribune Chief Executive Officer Peter Liguori wrote in memo to
employees," the report cited.  "(The spinoff) will also allow us
to maintain flexibility as we continue considering all our
strategic alternatives for maximizing shareholder value."

                         About Tribune Co.

Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
and 110 of its affiliates filed for Chapter 11 protection (Bankr.
D. Del. Lead Case No. 08-13141) on Dec. 8, 2008.  The Debtors
proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel,
Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez
& Marsal North America LLC as financial advisors; and Epiq
Bankruptcy Solutions LLC as claims agent.  As of Dec. 8, 2008, the
Debtors listed $7,604,195,000 in total assets and $12,972,541,148
in total debts.  Chadbourne & Parke LLP and Landis Rath LLP served
as co-counsel to the Official Committee of Unsecured Creditors.
AlixPartners LLP served as the Committee's financial advisor.
Landis Rath Moelis & Company served as the Committee's investment
banker.  Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in
Wilmington, Delaware, represented the Committee in connection with
the lawsuit filed against former officers and shareholders for the
2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


TRUCEPT INC: Suspending Filing of Reports with SEC
--------------------------------------------------
Trucept Inc. filed a Form 15 with the U.S. Securities and Exchange
Commission to voluntarily terminate the registration of its common
stock, par value $0.001, under Section 12(g) of the Securities
Exchange Act of 1934.  As of July 10, 2013, there were
approximatley 410 holders of the common shares.  As a result of
the Form 15 filing, the Company is suspending its obligations to
file reports with the SEC.

                        About Trucept Inc.

Trucept Inc. provides staffing and employment services, relieving
its clients from many of the day-to-day tasks that may detract
their core business operations , such as payroll processing, human
resources support, workers' compensation insurance, safety
programs, employee benefits, and other administrative and
aftermarket services predominantly related to staffing.  The
company also operates the Solvis brand of nurse staffing in both
Michigan and California.

Trucept Inc. disclosed a net loss of $7.85 million in 2012, as
compared with a net loss of $8.12 million in 2011.  The Company's
balance sheet at Dec. 31, 2012, showed $8.17 million in total
assets, $22.93 million in total liabilities and a $14.75 million
total stockholders' deficit.

PMB Helin Donovan, 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 has sustained recurring losses from operations and has
an accumulated deficit of approximately $22 million at Dec. 31,
2012.  These factors raise substantial doubt about the Company's
ability to continue as a going concern.


US SILICA: New $425MM Sr. Debt Facility Gets Moody's B1 Rating
--------------------------------------------------------------
Moody's Investors Service changed U.S. Silica, Inc.'s outlook to
positive from stable and assigned a B1 rating to the company's
proposed $425 million senior secured credit facility and a
speculative grade liquidity rating of SGL-2. Moody's affirmed US
Silica's B1 corporate family rating and its B2-PD probability of
default rating since the company will have only first lien bank
debt after the proposed refinancing is completed. The proceeds
from the proposed credit facility will be used to repay the
outstanding balance under the existing credit facilities, and for
general corporate purposes including internal growth initiatives,
acquisitions, dividends and share repurchases.

The following actions were taken:

  Proposed $425 million senior secured credit facility, assigned
  B1 (LGD3, 30%);

  Corporate family rating, affirmed at B1;

  Probability of default rating, affirmed at B2-PD;

  Speculative grade liquidity rating, assigned at SGL-2.

Ratings Rationale:

The change in US Silica's outlook to positive is based on the
company's significantly stronger operating performance,
substantial improvements in leverage and interest coverage,
reduced ownership position of a major shareholder and Moody's
expectation that continued stability in the hydraulic fracturing
(fracking) industry will continue to support strong operating cash
flow generation. U.S. Silica has almost doubled its revenues over
the past three years due to rising demand for frac sand along with
the pursuit of strategic growth initiatives and acquisitions. At
the same time, the company has achieved a substantial expansion in
EBITDA margins, which have increased by more than 650 basis points
to approximately 36.6% on a Moody's adjusted basis.

The strong operating performance has enabled the company to
generate enough cash to pursue strategic growth initiatives, pay
shareholder dividends and still reduce its leverage ratios while
raising its interest coverage ratio. Silica's debt to book
capitalization declined to 57% at year-end 2012 from 65% in the
prior year while Debt/EBITDA declined to 2.3x from 3.8x and its
interest coverage ratio (EBIT/Interest Expense) rose to 6.1x from
2.8x. In addition, the company's private equity ownership (Golden
Gate Capital) has been reduced to 33% from 78% over the past 18
months due to an initial public offering in January 2012 and two
secondary offerings in the first half of 2013. Moody's views this
as a credit positive since it is likely to reduce the incentive to
pursue shareholder friendly actions.

U.S. Silica's B1 corporate family rating reflects its limited
size, lack of free cash flow, reliance on a single commodity
product, exposure to cyclical end markets and reliance on the
hydraulic fracturing industry for the majority of its revenue and
operating income. Its credit profile is supported by the company's
significantly improved operating results, modest debt leverage,
strong interest coverage, high profit margins and solid market
position in the growing frac-sand industry. The company's credit
profile also benefits from its position as the second-largest
producer of industrial silica in the United States, its extensive
proven and probable reserves, strategically located quarries and
production facilities, developed logistical network and long-
standing customer relationships.

Moody's assigned a B1 rating to the proposed senior secured credit
facility, which is on par with the B1 corporate family rating
since the credit facility accounts for 100% of the debt in the
company's capital structure. The credit facility is comprised of a
$50 million revolving credit facility due 2018 and a $375 million
term loan due 2020. These credit facilities are secured by a first
priority lien on all existing and after-acquired assets of the
borrower and guarantors. The B2-PD probability of default rating
is one notch lower than the corporate family rating to reflect the
higher (65%) recovery rate utilized in Moody's loss-given-default
methodology for companies that rely primarily on first-lien bank
loans. Historical recovery studies indicate that corporate capital
structures comprised solely of bank debt have higher recovery
values than those that utilize a combination of bank debt and
other debt instruments.

US Silica's speculative grade liquidity rating of SGL-2 reflects
the company's good liquidity position and Moody's expectation they
will begin to generate positive free cash flow over the next 12 to
18 months. The company is expected to have pro forma liquidity of
approximately $200 million, consisting of about $150 million in
cash and an undrawn $50 million revolver when the proposed
refinancing is complete. The company has generated negative free
cash flow over the past several years due to shareholder dividends
and capital investments in raw sand plants, resin coated product
facilities and transloading terminals. Moody's expects Silica to
continue to pursue growth initiatives and to pay a quarterly
dividend, but anticipates the company could begin to generate
modest free cash flow as capital investments decline from an
elevated level and cash flow from operations increases along with
improved operating results.

The positive outlook presumes that market conditions remain
relatively stable and the company carefully balances its leverage
and other credit metrics with its growth strategies.

The ratings could experience upward pressure if the company
continues to build greater scale and diversity, generates positive
free cash flow, sustains EBITDA margins above 30% and reduces its
adjusted debt-to-book capitalization below 55%.

The ratings would be considered for a downgrade in the event that
EBITDA margins deteriorate significantly; the company more
aggressively pursues growth or shareholder friendly initiatives,
or experiences deteriorating operating results that lead to
adjusted debt-to-EBITDA rising above 4.0x, EBIT/Interest declining
below 2.5x or significantly reduced liquidity.

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

Based in Frederick, Maryland, U.S. Silica operates 15 silica
mining and processing facilities and is the second-largest
producer of industrial silica sand in North America. The company
holds approximately 306 million metric tons of reserves, including
143 million tons of API spec frac sand and mostly serves the oil &
gas, glass, building products and chemicals sectors. In the twelve
months ended March 31, 2013, the company generated revenue of $462
million.


USIC HOLDINGS: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
corporate credit rating to USIC Holdings Inc.  The rating outlook
is stable.  S&P also assigned its 'B' issue-level rating to USIC's
proposed $505 million first-lien senior secured credit facility,
which consists of a $75 million revolver (unfunded at close) and a
$430 million term loan.  S&P assigned its '3' recovery rating to
the first-lien debt, indicating its expectation of meaningful
(50%-70%) recovery for lenders in the event of a payment default.
S&P also assigned its 'CCC+' issue-level rating to USIC's proposed
$165 million second-lien senior secured credit facility and a
recovery rating of '6', indicating its expectation of negligible
(0%-10%) recovery for lenders in the event of a payment default.

"We intend to withdraw the 'B+' corporate credit rating on United
States Infrastructure Corp. (which Leonard Green Partners L.P. is
acquiring) and the 'BB-' rating on its existing rated debt once
the proposed financing is complete because all existing debt will
have been refinanced," said Standard & Poor's credit analyst
Nishit Madlani.

The ratings on USIC reflect S&P's view of the company's "weak"
business risk profile and "highly leveraged" financial risk
profile.  The business risk profile assessment reflects USIC's
high customer concentration and limited end-market diversity,
albeit with a meaningful market share in a legally mandated, niche
service.  S&P's financial risk profile assessment reflects its
expectation that leverage will remain well above 6.0x over the
next two years, although with positive free operating cash flow
(FOCF) generation.

S&P assumes that the company will benefit from a slow but steady
recovery in end-markets that require its line-locating services.
Cost synergies from its prior acquisition of Consolidated Utility
Services Inc. (CUS) have been better than S&P's original
estimates.  This should enable the company to achieve an EBITDA
margin approaching 18% and reduce leverage (total debt to EBITDA)
to 6.5x or less in 2014.

The company participates in the niche $1.9 billion market for
utility line-locating services in the U.S. and Canada, its
targeted end-markets.  In about half of the market, utilities
locate and mark their own lines.  The utility companies outsource
the remaining business, mainly to two principal players (USIC and
Dycom Industries Inc.), and S&P expects a somewhat favorable trend
towards outsourcing over the foreseeable future to support secular
growth prospects for USIC.

S&P's rating outlook on USIC is stable.  "We expect that the
company will benefit from low- to mid-single-digit revenue growth
in locates driven by a rebound in construction spending coupled
with continued modest market share gains over the next 12 months,"
said Mr. Madlani.  "We also expect leverage to improve to about
6.0x by the end of 2014."

"We could lower our rating on USIC if it appears that free cash
flow would likely remain flat or negative and if liquidity becomes
constrained as a result of a higher-than-expected draw on the
company's proposed revolver.  Alternatively, we would consider a
downgrade if leverage were to remain higher than 7.0x on a
sustained basis potentially due to a combination of a lack of
significant improvement in EBITDA margins and larger-than-
anticipated dividend or acquisition-related outflows.  This could
occur as a result of weaker-than-anticipated operating performance
from elevated fuel prices, weather-related disruptions (which can
periodically halt or slow construction and, hence, demand for
USIC's services) or aggressive bidding from competitors.  In
particular, EBITDA margins would need to decline to less than
15%, assuming no increase in debt levels, for this to occur," S&P
noted.

Alternatively, S&P would consider a one-notch upgrade if the
company is able to reduce leverage to 5x with FOCF to debt
sustainably approaching 8%-10%, possibly as a result of larger-
than-expected revenue growth from new maintenance contracts, and
continued margin improvement on higher density.  For this to
occur, EBITDA would need to increase more than 20% from S&P's
current estimates, assuming stable debt levels.  S&P views this as
unlikely during the next 12 months.


VICTORY ENERGY: Appoints Marcum LLP as New Accountants
------------------------------------------------------
Victory Energy Corporation appointed Marcum LLP as the Company's
new independent registered public accountants for the year ended
Dec. 31, 2012.

During the Company's two most recently completed fiscal years and
through July 9, 2013, the date of the Company's engagement of
Marcum, the Company did not consult with Marcum regarding (i) the
application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that
might be rendered on the Company's financial statements, and
neither a written report was provided to the Company nor oral
advice was provided by Marcum that Marcum concluded was an
important factor considered by the Company in reaching a decision
as to accounting, auditing or financial reporting issues, or (ii)
any matter that was either the subject of a disagreement.

The appointment of Marcum follows the resignation on June 27,
2013, of WilsonMorgan LLP which merged with Marcum on July 1,
2013.

                       About Victory Energy

Austin, Texas-based Victory Energy Corporation is engaged in the
exploration, acquisition, development and exploitation of domestic
oil and gas properties.  Current operations are primarily located
onshore in Texas, New Mexico and Oklahoma.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, WilsonMorgan LLP, in Irvine, California,
expressed substantial doubt about Victory Energy's ability to
continue as a going concern.  The independent auditors noted that
the Company has experienced recurring losses since inception and
has an accumulated deficit.

The Company reported a net loss of $3.95 million on $305,180 of
revenues for 2011, compared with a net loss of $432,713 on
$385,889 of revenues for 2010.  The Company's balance sheet at
Sept. 30, 2012, showed $1.69 million in total assets, $259,886 in
total liabilities and $1.43 million in total stockholders' equity.


VIVARO CORPORATION: Plan Filing Exclusivity Extended to Sept. 30
----------------------------------------------------------------
Vivaro Corp sought and obtained an extension until Sept. 30, 2013,
of the exclusive period to propose a Chapter 11 plan and
disclosure statement, and until Nov. 30 of the period to solicit
acceptances of that plan.

In February 2013, Next Angel LLC, a joint venture between Angel
Telecom (Angel), Next Communications, Inc. and Marcatel
Telecommunications, LLC, acquired substantially all of the assets
of Vivaro Corporation and certain of its affiliates out of
Vivaro's bankruptcy.

The Debtors, in close consultation with the statutory committee of
unsecured creditors, have continued the task of transitioning
their business to the purchaser pursuant to the terms of a
transition services agreement.  Now that the sale has been
consummated, the Debtors are focused on the monetization of the
remaining assets.

There are numerous valuable assets remaining with the Debtors'
estates following the asset sale (the "Remaining Assets")
including half of the net proceeds of a $2.35 million note (the
"Unidos Note"), accounts receivable litigation with claims
totaling approximately $16.5 million (the "A/R Litigations"), and
avoidance actions, including a total of $51.5 million in
potentially preferential transfers made in the 90 days prior to
the Petition Date and approximately $34 million in transfers made
while the Debtors were insolvent (the "Avoidance Actions").

Attorneys for the Debtor can be reached at:

         John R. Goldman, Esq.
         Frederick E. Schmidt, Jr., Esq.
         Justin B. Singer, Esq.
         HERRICK, FEINSTEIN LLP
         2 Park Avenue
         New York, NY 10016
         Tel: (212) 592-1400
         Fax; (212) 592-1500
         E-mail: jgoldman@henick.com
                 eschmidt@herrick.com
                 isinger@herrick.com

                        About Vivaro Corp.

Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc.  The
Debtor is represented by Frederick E. Schmidt, Esq., at Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP.  Garden City Group Inc. is
the claims and notice agent.

A five-member official committee of unsecured creditors has been
appointed in the case.


WAVE SYSTEMS: To Present Plan to Regain Nasdaq Compliance
---------------------------------------------------------
Wave Systems Corp., on July 9, 2013, received a notification from
Nasdaq indicating that the Company had not regained compliance
with the Bid Price Rule.  The Company would have been in
compliance with the Bid Price Rule if at any time prior to
July 8, 2013, the bid price for the Class A Common Stock closed at
$1.00 per share or above for a minimum of 10 consecutive business
days.

The Company received notification from the Listing Qualifications
Department of The Nasdaq Stock Market on July 13, 2012, indicating
that the Company's Class A common stock, par value $.01 per share,
was subject to potential delisting from The Nasdaq Capital Market
because for a period of 30 consecutive business days, the bid
price of the Company's Class A Common Stock had closed below the
minimum $1.00 per share requirement for continued inclusion under
Nasdaq Marketplace Rule 5550(a)(2).

In accordance with Nasdaq Marketplace Rule 5810(c)(3)(A), the
Company was provided 180 calendar days, or until Jan. 10, 2013, to
regain compliance.  Subsequently, on Jan. 10, 2013, the Company
was provided an additional 180 calendar day compliance period, or
until July 8, 2013, to demonstrate compliance.

The Company intends to request a hearing before a Nasdaq Hearing
Panel, will present a plan to regain compliance with the Bid Price
Rule and will request that the Panel allow the Company additional
time to regain compliance.  The Company's Class A Common Stock
will continue to be listed and registered on The Nasdaq Capital
Market pending the determination of the Panel.  If the Company
does not regain compliance with the Bid Price Rule and otherwise
meet all of the other continued listing requirements of The Nasdaq
Capital Market prior to the determination of the Panel, and the
Panel declines to grant the Company's request for continued
listing on The Nasdaq Capital Market, trading of the Company's
Class A Common Stock will be suspended and a Form 25-NSE will be
filed with the Securities and Exchange Commission, which will
remove the Company's securities from listing and registration on
The Nasdaq Capital Market.

While the Company intends to present a viable plan to regain
compliance, there can be no assurance that the Panel will grant
the Company's request for continued listing on the Nasdaq Capital
Market, or that the Company's plans to exercise diligent efforts
to maintain the listing of its Class A Common Stock on Nasdaq will
be successful.  If the Company's Class A Common Stock ceases to be
listed for trading on the Nasdaq Capital Market, the Company
expects that its Class A Common Stock would be traded on the OTC
Bulletin Board.

The level of trading activity of the Company's Class A Common
Stock may decline if it is no longer listed on the NASDAQ Capital
Market.  If the Company's Class A Common Stock ceases to be listed
for trading on the NASDAQ Capital Market for any reason it may
harm the Company's stock price, increase the volatility of the
Company's stock price and make it more difficult for holders of
the Company's Class A Common Stock to sell their shares.

A failure to be listed on the NASDAQ Capital Market may also make
it more difficult for the Company to raise additional capital
required to operate the Company's business on favorable terms, if
at all.

                         About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

KPMG LLP, in Boston Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
Wave Systems Corp. has suffered recurring losses from operations
and has an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $33.96 million, as compared with a net loss of $10.79
million in 2011.  The Company's balance sheet at March 31, 2013,
showed $10.77 million in total assets, $22.19 million in total
liabilities and a $11.42 million total stockholders' deficit.


WON & SUN: Case Summary & 2 Unsecured Creditors
-----------------------------------------------
Debtor: Won & Sun, Inc.
          dba Quest Fitness
        10045 Baltimore National Pike
        Suite A11
        Ellicott City, MD 21042

Bankruptcy Case No.: 13-21505

Chapter 11 Petition Date: July 5, 2013

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: Ronald J. Drescher, Esq.
                  DRESCHER & ASSOCIATES
                  4 Reservoir Circle, Suite 107
                  Baltimore, MD 21208
                  Tel: (410)484-9000
                  E-mail: ecfdrescherlaw@gmail.com

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

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

A copy of the Company's list of its largest unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/mdb13-21505.pdf

The petition was signed by Chang S. Lee, president.


WORLDWIDE ENERGY: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Worldwide Energy & Manufacturing USA Inc
        6754 West Hinsdale Avenue
        Littleton, CO 80128-4515

Bankruptcy Case No.: 13-21577

Chapter 11 Petition Date: July 5, 2013

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Lee M. Kutner, Esq.
                  KUTNER MILLER BRINEN, P.C.
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  E-mail: lmk@kutnerlaw.com

Estimated Assets: not indicated

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

A copy of the Company's list of its 19 largest unsecured creditors
is available for free at http://bankrupt.com/misc/cob13-21577.pdf

The petition was signed by John Ballard, chairman of the board and
CFO.


ZALE CORP: CCB to Provide Credit Cards to Zale US Customers
-----------------------------------------------------------
Two subsidiaries of Zale Corporation entered into a Private Label
Credit Card Program Agreement with Comenity Capital Bank, a
wholly-owned subsidiary of Alliance Data Systems Corporation.

Under terms of the ADS Agreement, the private label card program
will commence on Oct. 1, 2015, following expiration on Sept. 30,
2015, of a similar agreement with Citibank (South Dakota), N.A.
In connection with the ADS Agreement, on July 9, 2013, Zale
provided written notice of non-renewal to Citibank.

Pursuant to the ADS Agreement, beginning on Oct. 1, 2015, but
possibly sooner, CCB will have the exclusive right, subject to
certain special program participation provisions, to provide
branded credit cards to customers of Zale in the United States.
Under the ADS Agreement, CCB will have the sole discretion to
approve any credit application, and has agreed to use commercially
reasonable efforts to meet certain performance metrics.  The ADS
Agreement provides for Zale to pay CCB merchant fees associated
with credit sales made under the agreement.

Beginning in Fiscal 2014, CCB will provide Zale with certain
marketing, analytical and technical services designed to enhance
revenues and will participate in the special program provisions
authorized under the Citibank Agreement.  In addition, Zale will
receive a commencement payment of $38 million in July 2013 from
CCB.  The commencement payment will be amortized over the term of
the ADS Agreement as a reduction of merchant fees beginning on the
commencement date of the program.

The ADS Agreement has an initial term through the later of the
seventh anniversary of the ADS Program Commencement Date or
Oct. 1, 2022, and automatically renews for successive two-year
periods after the initial term in the absence of written notice by
either party of non-renewal.  Under the ADS Agreement, if CCB
meets certain performance metrics within the first three years of
the program, CCB will have a 60-day option following the end of
the third year of the program to extend the initial term by an
additional two years.  The ADS Agreement can be terminated by
either party upon certain breaches by the other party.  Following
any termination, the ADS Agreement entitles Zale to purchase the
credit card portfolio.  In the event Zale elects not to purchase
the credit card portfolio, during the 24 month period following
termination, Zale will be required to either comply with certain
non-competition provisions or pay CCB certain monthly fees until
the earlier of the end of the non-competition period or the
liquidation of the portfolio.

                      About Zale Corporation

Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) --
http://www.zalecorp.com/-- is a specialty retailer of diamonds
and other jewelry products in North America, operating
approximately 1,900 retail locations throughout the United States,
Canada and Puerto Rico, as well as online.  Zale Corporation's
brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers,
Peoples Jewellers, Mappins Jewellers and Piercing Pagoda.  Zale
also operates online at http://www.zales.com/,
http://www.zalesoutlet.com/,
http://www.gordonsjewelers.com/and http://www.pagoda.com/

Zale Corp. incurred a net loss of $27.31 million for the year
ended July 31, 2012, a net loss of $112.30 million for the year
ended July 31, 2011, and a net loss of $93.67 million for the year
ended July 31, 2010.  For the nine months ended April 30, 2013,
the Company reported net earnings of $17.99 million.

The Company's balance sheet at April 30, 2013, showed $1.24
billion in total assets, $1.04 billion in total liabilities and
$197.91 million in stockholders' investment.


* Consumer Bureau to Sanction Banks Over Collection Methods
-----------------------------------------------------------
Carter Dougherty, writing for Bloomberg Law, reported that banks
supervised by the Consumer Financial Protection Bureau now face
penalties if they mistreat consumers while collecting debts, the
U.S. agency said.

According to the report, the new policy, part of a crackdown on
debt-collection practices the agency announced last year, will
plug a gap in federal anti-harassment law that generally excluded
creditors who collected debt themselves, rather than hiring third
parties to do the work.

"It doesn't matter who is collecting the debt -- unfair, deceptive
or abusive practices are illegal," Richard Cordray, the CFPB
director, said in an e-mailed statement, the report related.

The Fair Debt Collection Practices Act has since 1977 protected
consumers against mistreatment from companies that buy debts from
the original creditors, and from third-party vendors, the report
said.  It doesn't usually cover companies collecting on loans they
made themselves, Cordray said.

JPMorgan Chase & Co., the biggest U.S. bank, said in May it
expected to face enforcement action over how it pursues consumers
with bad debt, the report added.  The Office of the Comptroller of
the Currency, the U.S. regulator for national banks, is probing
U.S. lenders' debt-collection practices, and may force JPMorgan to
identify borrowers that should be compensated for past abuses, the
Wall Street Journal reported, citing a person familiar with the
New York-based bank's conversations with regulators.


* DOJ: Bernanke Does Not Need to Testify in AIG Bailout Suit
------------------------------------------------------------
Tom Schoenberg, writing for Bloomberg News, reported that U.S.
Federal Reserve Chairman Ben Bernanke shouldn't be compelled to
testify in Maurice "Hank" Greenberg's lawsuit over the
government's bailout of American International Group Inc. (AIG),
the Justice Department said.

According to the report, Starr International Co., Greenberg's
closely held investment firm and an AIG shareholder, hasn't shown
the "extraordinary circumstances" needed to warrant the testimony
because information on Bernanke's role in the 2008 bailout can be
obtained from other sources, the U.S. argued in a filing in the
U.S. Court of Federal Claims in Washington.

"As a general rule, high-ranking government officials are not
subject to depositions regarding the reasons for taking official
actions," Brian Mizoguchi, a Justice Department lawyer, wrote in
the filing on July 9, the report related.

Starr sued the government for $25 billion in 2011, the report
recalled.  Greenberg called the assumption of 80 percent of the
AIG's stock by the Federal Reserve Bank of New York in September
2008 a taking of property in violation of shareholders'
constitutional rights to due process and equal protection of the
law.

The AIG board on Jan. 9 declined to join the suit, saying it was
unlikely to succeed and risked harming the company's reputation
after the bailout, the report further recalled. A trial has been
set for Sept. 29, 2014. A related case brought by Starr against
the New York Fed was dismissed in November by a judge in New York.


* European Bank Resolution Plan Sets Up Fight With Germany
----------------------------------------------------------
Evan Weinberger of BankruptcyLaw360 reported that the European
Commission proposed creating a single entity for winding down
failed eurozone banks, setting up a clash with Germany, the most
powerful country using the euro as currency.

According to the report, under the single resolution mechanism
proposed Wednesday, the European Central Bank would take the lead
in determining when a bank within the group of countries that use
the euro as their currency needs to be dismantled and then
supervise the process of winding down the financial institution in
conjunction with national authorities.


* Foreclosure Squeeze Crimps Las Vegas Real Estate Market
---------------------------------------------------------
Nick Timiraos, writing for The Wall Street Journal, reported that
in a city dotted with tens of thousands of vacant houses, Jericho
Guarin figured it would be easy to buy his first home. But nearly
a year after beginning a search late last summer, he has come up
dry.

"It has been a nightmare," says the 37-year-old U.S. Air Force
officer, the report cited.  "There are plenty of empty houses, but
they're just not for sale."

Indeed, it is a lopsided equation, WSJ noted.  The number of
available homes has plunged here after a sweeping state law
subjected lenders to stiff new foreclosure rules and penalties.
With banks exercising caution, many homeowners?including those
seriously delinquent on their loans?have been allowed to remain in
place. As a result, there is little on the market at a time when
first-time buyers and real-estate speculators are anxious to tap
both cheap prices and low-interest mortgages.

Many real-estate agents, home builders and consumer advocates
argue that the law, intended to remedy foreclosure-processing
abuses, has backfired, the report said. Some owners who are behind
on payments aren't maintaining their homes as banks refrain from
eviction proceedings. The perverse outcome: Inventory shortages
have spurred new developments despite a glut of properties stuck
in foreclosure limbo.

"The people hurt most by this law are the middle class," says
Steve Hawks, a real-estate agent in Henderson, Nev., the report
said.  He refers to the phenomenon wrought by the foreclosure
measure, Assembly Bill 284, as the "A.B. 284 bubble."


* Fitch: Higher Rates Could Dent Mortgage Earnings of U.S. Banks
----------------------------------------------------------------
Higher interest rates could dampen the purchase-driven market and
dent the earnings of U.S. banks with a strong presence in mortgage
originations, according to Fitch Ratings.

The Mortgage Bankers Association Wednesday said interest rates on
fixed 30-year mortgages rose to average 4.68% in the week ended
July 5. That's the ninth consecutive weekly rise and the highest
rate in almost two years (July 2011).

"We expect mortgage volumes will continue to fall, as many
borrowers have already refinanced their homes or are still unable
to refinance because of depressed housing values, though Fitch
would note that this is partially offset by rising home prices.
Additionally, a shift in the mix of mortgage originations from
refinancing toward new purchase loans could offset some volume
pressure in coming quarters, especially if the housing market
recovers at a somewhat faster pace," Fitch says.

"For some banks, mortgage banking has accounted for as much as 20%
of non-interest income and nearly 8% to 10% of net revenue. A
mortgage banking decline of as much as 50% due to higher interest
rates and refinancing burnout could represent a 4% revenue decline
for regional banks, a significant drop that we believe would need
to be offset to keep revenue at least level.

Bank earnings from large mortgage players such as JP Morgan Chase,
Wells Fargo and U.S. Bancorp have been boosted over the last
several quarters by strong mortgage banking income due largely to
the high volume of refinancings amid generationally low mortgage
rates. Fitch did not expect this level of mortgage banking to
persist, and with refinancings dwindling and mortgage rates moving
higher Fitch believes bank earnings could be impacted over the
next few quarters.

Total mortgage originations are forecast to decline 26.5% in 2014
to $1.053 trillion, according to the MBA. The decrease will likely
be attributable to a significant drop in refinance originations
outweighing a substantial increase in purchase originations.

For perspective, there were $2,430 billion in mortgage
originations in 2007, according to Inside Mortgage Finance.
(Lenders originated 10.4 million mortgages in 2007, down 25% from
2006.) Mortgage originations totaled $1,500 billion in 2008;
$1,840 billion in 2009; $1,630 billion in 2010; $1,470 billion in
2011 and $1,905 billion in 2012, up 29.6%. The MBA is forecasting
$597 billion in purchase originations and $835 billion in
refinance originations in 2013.


* J.P. Morgan Review Finds Errors in Debt-Collection Lawsuits
-------------------------------------------------------------
Dan Fitzpatrick, writing for The Wall Street Journal, reported
that as a top regulator prepares to slap J.P. Morgan Chase & Co.
for mistakes that were made while collecting old debts, an
internal review shows that errors occurred as the bank sued its
credit-card users for the delinquent amounts.

According to the report, the bank studied roughly 1,000 lawsuits
and found mistakes in 9% of the cases, said people familiar with
the review.

"Any rate above zero is high," said one person familiar with the
bank's conversations with regulators, the report cited.

The errors ranged from inaccurate interest and fees applied by
outside law firms to a "small number of instances" in which
lawsuits listed higher balances than the amounts owed by
borrowers, according to an internal document reviewed by The Wall
Street Journal. In certain cases sworn documents were signed
without knowledge of their accuracy, according to the document.

The bank concluded the mistakes it found were "mostly small" and
"had a minimal" impact on customers, according to the document.
"We have no reason to doubt" that the principal amounts J.P.
Morgan Chase sought to collect were accurate, the document said.


* Newedge Fined for Lax Oversight of Manipulative Trades
--------------------------------------------------------
Scott Patterson and Jacob Bunge, writing for The Wall Street
Journal, reported that Wall Street's stock-market cops slapped a
New York brokerage firm with a record fine for failing to stop
computer-driven trading clients who sought to manipulate U.S.
markets for nearly four years.

According to the report, the Financial Industry Regulatory
Authority and several stock-exchange regulators fined Newedge USA
LLC $9.5 million for lax oversight of the trading firms from early
2008 to late 2011, according to a regulatory filing and documents
reviewed by The Wall Street Journal.

The sanctions come as regulators step up scrutiny of computer-
driven trading amid worries that it is enabling market
manipulation that could pose risks to the financial system and
damage investor confidence, the report related.  Regulators have
fined several trading firms for manipulative activities over the
past year, and expect to bring more such cases in the near future,
according to people familiar with the matter.

Newedge allowed the questionable behavior -- some of which was
executed by day-trading firms -- to persist despite numerous red
flags, including concerns raised by employees, an independent
consultant, exchanges and regulators, the filing and documents
show, the report added.  Regulators said Newedge's failure to
track client orders over the four-year period "caused considerable
systemic risk to the marketplace," according to a settlement
document reviewed by the Journal.

Newedge "turned a blind eye toward a lot of red flags," said
Thomas Gira, head of market regulation for Finra, in an interview,
the report said. "It was really unbridled access into the
marketplace that some of these customers had."


* Moody's Says Interest Rate Hike Means More Risks for Insurers
---------------------------------------------------------------
The recent rise in interest rates has highlighted a key risk for
US property and casualty insurance companies, says Moody's
Investors Service in its new special comment "P&C Insurance
Interest Rate Challenges: Capital Volatility If Rates Keep Moving
Up, Lackluster Returns If Rates Stay Low."

The P&C insurance sector holds about $900 billion of bonds, which
leaves it highly exposed to fixed income market developments,
notes Moody's.

"In the current environment, P&C companies face investment risk
regardless of interest rate direction," said Paul Bauer, Vice
President -- Senior Credit Officer and author of the report. "If
rates continue moving up, which we believe is the more likely
scenario; companies will face capital volatility as bond prices
decline. If rates stay low, or resume their long term downward
trend, earnings will be pressured by weak investment income."

Moody's expects that for each 100 basis point rise in interest
rates, the value of bonds held by the industry will decline by
about $40 billion, or about 7% of industry capital. A sudden rate
spike of 300 basis points in the next 12 to 18 months could mean
unrealized losses of roughly $120 billion, or 20% of
policyholder's surplus.

In addition, on an individual company basis, for each 100 basis
point rise in rates, Moody's expects market losses of 2% to 7% on
company fixed income investment portfolios, or the equivalent of
5% to 15% of GAAP shareholders' equity. Rising interest rates
combined with higher than expected claims inflation could be
especially problematic for P&C insurance companies given that
lower asset valuations would be accompanied by increases in loss
reserve liabilities, says the rating agency.

However, the risk of market value declines is moderated by strong
liquidity at insurance operating companies, the industry practice
of holding bonds long term, and the unlikely need to liquidate
investment portfolios, notes Moody's.

Moody's also said that, conversely, continued low rates would be a
challenge for the P&C industry's profitability given the
difficulty of generating investment income in a low yield
environment. If yields were to return to the low levels seen in
the first quarter of 2013 and remain there for several years,
Moody's said the industry would face a decline in its total
investment income of about $3 billion annually over the next five
years.


* Moody's Notes Rise in Global SGDL Rate in Second Quarter
----------------------------------------------------------
The trailing 12-month global speculative-grade default rate
finished the second quarter of 2013 at 2.8%, up from 2.5% in the
first quarter but down from 3.1% in the same period last year,
Moody's Investors Service says in its latest monthly default
report. The latest default rate is extremely close to Moody's
year-ago prediction of 2.9%.

In the US, the speculative-grade default rate edged lower, to 2.9%
in the second quarter from 3.0% in the first. A year ago, the US
default rate was 3.3%. In Europe, the default rate rose to 3.4% in
the second quarter from 2.1% in the first, and stood at 3.6% this
time last year.

Based on its forecasting model, Moody's expects the global
speculative-grade default rate to rise to 3.2% by the end of this
year, before falling to 2.7% by the end of the second quarter next
year.

"Defaults remain stable, but are expected to increase slightly,"
notes Albert Metz, Managing Director of Moody's Credit Policy
Research. "Easy liquidity has of course kept the default rate low
for some time. If funding becomes tighter we would expect an
increase in the incidence of default."

Of the 19 defaults among Moody's-rated corporate debt issuers in
the second quarter, 11 were from North America and four from
Europe, with the remainder from Latin America. For the year to
date, the default tally is 40, the same as that for the first half
of 2012.

By dollar volume, the global speculative-grade bond default rate
ended the second quarter at 1.8%, up from 1.4% the prior quarter.
A year ago, the comparable rate was 2.1%.

In the US, the dollar-weighted speculative-grade bond default rate
held steady, at 1.3%, from the first to the second quarter. In
Europe, the rate more than doubled, to 3.5% from 1.6%, during the
same period. At this time last year, the dollar-weighted bond
default rate stood at 1.6% in the US and at 3.9% in Europe.

Across industries, Moody's continues to expect default rates to be
highest in the Media: Advertising, Printing & Publishing sector in
the US and the Hotel, Gaming & Leisure sector in Europe 12 months
down the road.

Moody's distressed index, which measures the percentage of high-
yield issuers whose debt is trading at distressed levels, came in
at 9.1% in the second quarter compared with 8.8% in the first. At
this time last year, the index was a noticeably higher 19.5%.

In the leveraged loan market, a total of four Moody's-rated
companies defaulted on their loans in the second quarter, with two
of these in June. The US leveraged loan default rate ended the
second quarter at 2.3%, down from 3.0% in the first, while a year
ago it stood at 2.6%.


* Regulators Say Dodd-Frank Rulemaking Nearing Finish Line
----------------------------------------------------------
Evan Weinberger of BankruptcyLaw360 reported that fresh off
finalizing rules requiring banks to increase their capital levels,
federal banking regulators said that they expect to wrap up the
bulk of their rulemaking required under the Dodd-Frank Act by the
end of the year.

According to the report, in an appearance before the Senate
Banking Committee to discuss the progress of Dodd-Frank
rulemaking, top officials from the U.S. Department of the
Treasury, the Federal Reserve, the Federal Deposit Insurance Corp.
and the Office of the Comptroller of the Currency said that they
were moving steadily toward completing the rulemaking.


* Regulators Seek Stiffer Bank Rules on Capital
-----------------------------------------------
Peter Eavis, writing for The New York Times' DealBook, reported
that confronted with large and complex banks, financial regulators
have spent years drafting rules that are just as complicated.

According to the report, on July 9, though, regulators signaled
that the byzantine approach was inadequate. In a significant
shift, the Federal Deposit Insurance Corporation, along with the
Federal Reserve and the Office of the Comptroller of the Currency,
proposed stricter banking rules that aim for simplicity.

The agencies' move is part of their continuing efforts to
strengthen the financial system and prevent situations where
taxpayer-financed bailouts might be required, the report said.

The latest regulations focus squarely on capital, the financial
cushion that banks have to hold to absorb potential losses, the
report further related. In theory, a bank with higher levels of
capital is more likely to weather shocks and less likely to need
government aid in a crisis. The proposed rules would raise a
crucial requirement for capital held by the largest banks.

"This will increase the overall financial stability of the
system," said Thomas M. Hoenig, vice chairman of the F.D.I.C., the
report added.  "This is an advantage to the banks over the long
run, and to the economy. I am confident of that."


* SEC Lifts 80-Year-Old Ban on Advertising by Hedge Funds
---------------------------------------------------------
Sarah N. Lynch, writing for Reuters, reported that U.S. regulators
on Wednesday lifted an 80-year-old ban on advertising by hedge
funds, private equity firms and other companies, paving the way
for asset managers to reach a new swath of investors through
television and the Internet.

According to the report, the Securities and Exchange Commission's
new rule lifts a general advertising ban on private securities
deals that critics said was outdated in an era where companies
frequently take to Twitter and Facebook to make announcements.

Although large players like private equity firms Bain Capital and
Blackstone Group LP could take advantage of the chance to use
television ad campaigns, lawyers and regulators said they expect
smaller funds with fewer resources to test the new rule first, the
report said.

"The lifting of the ban on general solicitation will prove to be
transformative," said Barry Silbert, the head of the online
private marketplace SecondMarket, the report cited.

He said his company has already developed a general solicitation
product that will help issuers handle the regulatory requirements,
the report added.


* U.S. Banks Seen Freezing Payouts Under Harsh Leverage Rule
------------------------------------------------------------
Yalman Onaran & Jesse Hamilton, writing for Bloomberg News,
reported that the biggest U.S. banks, after years of building
equity, may continue hoarding profits instead of boosting
dividends as they face stricter capital rules than foreign
competitors.

According to the report, the eight largest firms, including
JPMorgan Chase & Co. and Morgan Stanley, would need to retain
capital equal to at least 5 percent of assets, while their banking
units would have to hold a minimum of 6 percent, U.S. regulators
proposed yesterday. The international equivalent, ignoring the
riskiness of assets, is 3 percent. The banks have until 2018 to
fully comply.

The report said the U.S. plan goes beyond rules approved by the
Basel Committee on Banking Supervision to prevent a repeat of the
2008 crisis, which almost destroyed the financial system. The
changes would make lenders fund more assets with capital that can
absorb losses instead of using borrowed money. Bankers say this
could trigger asset sales and hurt their ability to lend,
hamstringing the nation's economic recovery.

"The higher requirement for bank subsidiaries does have
significance for the shareholders of their parent companies," said
Frederick Cannon, director of research at Keefe, Bruyette & Woods
Inc., the report cited.  The units would have to retain earnings
at least temporarily to comply, which would prevent holding
companies from distributing dividends as most profit comes from
those units, he said.


* Without Pension Deal, Ill. Governor Withholds Lawmakers' Pay
--------------------------------------------------------------
Mark Peters, writing for The Wall Street Journal, reported that
Illinois Gov. Pat Quinn cut off pay to lawmakers, saying he will
withhold their checks until they address the worst pension crisis
among U.S. states.

According to the report, the suspension of pay is the most
dramatic move by Mr. Quinn to prod legislators to confront a
shortfall in the pension system for government employees that is
approaching $100 billion. The Democratic governor has been at odds
with the House and Senate, which both have large Democratic
majorities, as lawmakers ignore repeated deadlines he has set.

"This is an emergency. This is a crisis," Mr. Quinn said, the
report said. "Every day there is a new excuse."

The suspension of pay would hit lawmakers at the end of the month
when paychecks are issued, the report related. Illinois lawmakers
make $67,836 annually, with those in leadership positions
collecting additional stipends. Mr. Quinn suspended pay through a
line-item veto, so legislators could overturn his decision.

The legislature has been debating an overhaul of the state pension
system for more than two years, but it hasn't sent Mr. Quinn a
bill, the report further related. The House and Senate are
deadlocked over competing plans that rely on cuts in employee and
retiree benefits for state workers, teachers and other government
employees. A bipartisan committee was set up last month to reach a
compromise, with Mr. Quinn calling on its members to reach an
agreement by Tuesday.


* S&P Applies Revised Insurance Criteria to 22 Insurance Groups
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it reviewed its
ratings on 22 insurance groups by applying its new ratings
criteria for insurers, which were published on May 7, 2013.

S&P will publish individual analytical reports on the insurance
groups identified below, including a list of ratings on affiliated
entities, as well as the ratings by debt type -- senior,
subordinated, junior subordinated, and preferred stock.

RATINGS LIST

(All ratings are affirmed, except where a "from" rating is
indicated.)
                                    To             From
Western & Southern Financial Group Inc.
  Counterparty Credit Rating        A+/Stable/--   AA-/Negative/--

Western and Southern Life Insurance Co.
Columbus Life Insurance Co.
Western-Southern Life Assurance Co.
Integrity Life Insurance Co.
National Integrity Life Insurance Co.
  Counterparty Credit Rating        AA/Stable/--   AA+/Negative/--
  Financial Strength Rating         AA/Stable/--   AA+/Negative/--

Lafayette Life Insurance Co.
  Financial Strength Rating         AA/Stable/--   AA+/Negative/--

Ohio National Financial Services Inc.
  Counterparty Credit Rating        A-/Stable/--   A/Negative/--

Ohio National Life Insurance Co.
Ohio National Life Assurance Corp.
  Counterparty Credit Rating        AA-/Stable/--  AA/Negative/--
  Financial Strength Rating         AA-/Stable/--  AA/Negative/--

OneAmerica Financial Partners Inc.
  Counterparty Credit Rating        A-/Stable/--

American United Life Insurance Co.
  Counterparty Credit Rating        AA-/Stable/--
  Financial Strength Rating         AA-/Stable/--

State Life Insurance Co.
  Financial Strength Rating         AA-/Stable/--

Minnesota Life Insurance Co.
Securian Life Insurance Co.
  Counterparty Credit Rating        A+/Stable/--
  Financial Strength Rating         A+/Stable/--

Mutual of Omaha Insurance Co.
Companion Life Insurance Co. (NY)
United World Life Insurance Co.
  Counterparty Credit Rating        A+/Stable/--
  Financial Strength Rating         A+/Stable/--

United of Omaha Life Insurance Co.
  Counterparty Credit Rating        A+/Stable/A-1+
  Financial Strength Rating         A+/Stable/A-1+

Midland National Life Insurance Co.
North American Co. for Life & Health Insurance
  Counterparty Credit Rating        A+/Stable/--
  Financial Strength Rating         A+/Stable/--

Independence Life & Annuity Co.
  Counterparty Credit Rating        BBB+/Stable/--
  Financial Strength Rating         BBB+/Stable/--

Sun Life Assurance Co. of Canada (U.S.)
Sun Life Insurance & Annuity Co. of New York
  Counterparty Credit Rating        BBB/Developing/--
  Financial Strength Rating         BBB/Developing/--

Acacia Life Insurance Co.
Ameritas Life Insurance Corp.
Ameritas Life Insurance Corp of New York
Union Central Life Insurance Co.
  Counterparty Credit Rating        A+/Stable/--
  Financial Strength Rating         A+/Stable/--

Industrial Alliance Insurance and Financial Services Inc.
  Counterparty Credit Rating        A+/Stable/--
  Financial Strength Rating         A+/Stable/--

Old Republic International Corp.
  Counterparty Credit Rating        BBB+/Negative/--

Bituminous Casualty Corp.
Bituminous Fire & Marine Insurance Co.
Great West Casualty Co.
Old Republic General Insurance Corp.
Old Republic Insurance Co.
Old Republic Lloyds of Texas
Old Republic Surety Co.
Old Republic Union Insurance Co.
  Counterparty Credit Rating        A+/Stable/--
  Financial Strength Rating         A+/Stable/--

                                    To             From
Selective Insurance Group Inc.
  Counterparty Credit Rating        BBB-/Stable/-- BBB/Negative/--

Selective Insurance Co. of America
Selective Insurance Co. of NY
Selective Insurance Co. of South Carolina
Selective Insurance Co. of the Southeast
Selective Way Insurance Co.
  Counterparty Credit Rating        A-/Stable/--   A/Negative/--
  Financial Strength Rating         A-/Stable/--   A/Negative/--

HealthPartners Inc.
Group Health Plan Inc.
  Counterparty Credit Rating        A-/Stable/--
  Financial Strength Rating         A-/Stable/--

Excellus Health Plan Inc.
  Counterparty Credit Rating        A-/Stable/--
  Financial Strength Rating         A-/Stable/--

MedAmerica Insurance Co.
MedAmerica Insurance Co. of Florida
MedAmerica Insurance Co. of New York
  Financial Strength Rating         A-/Stable/--

Triple-S Salud Inc.
  Counterparty Credit Rating        BBB+/Stable/--
  Financial Strength Rating         BBB+/Stable/--

Group Health Cooperative
Group Health Options Inc.
  Counterparty Credit Rating        BB+/Negative/--
  Financial Strength Rating         BB+/Negative/--

Blue Cross & Blue Shield of Rhode Island Inc.
  Counterparty Credit Rating        BBB-/Stable/--
  Financial Strength Rating         BBB-/Stable/--

RLI Corp.
  Counterparty Credit Rating        BBB+/Stable/--

Mt. Hawley Insurance Co.
RLI Insurance Co.
  Counterparty Credit Rating        A+/Stable/--
  Financial Strength Rating         A+/Stable/--

W.R. Berkley Corp.
  Counterparty Credit Rating        BBB+/Stable/--

Berkley Insurance Co.
Gemini Insurance Co.
Key Risk Insurance Co.
Midwest Employers Casualty Co.
Preferred Employers Insurance Co.
Riverport Insurance Co.
StarNet Insurance Co.
Berkley Regional Specialty Ins Co.
Berkley Regional Insurance Co.
Union Standard Lloyds
W.R. Berkley Insurance (Europe) Ltd.
Acadia Insurance Co.
Berkley National Insurance Co.
Continental Western Insurance Co.
Firemen's Insurance Co. of Washington DC
Tri State Insurance Co. of MN
Union Insurance Co.
Admiral Indemnity Co.
Admiral Insurance Co.
Clermont Ins Co.
Carolina Casualty Insurance Co.
Great Divide Insurance Co.
Nautilus Insurance Co.
  Counterparty Credit Rating        A+/Stable/--
  Financial Strength Rating         A+/Stable/--

ACUITY a Mutual Insurance Co.
  Counterparty Credit Rating        A+/Stable/--
  Financial Strength Rating         A+/Stable/--

                                    To                From
Ironshore Inc.
Ironshore Holdings (U.S.) Inc.
  Counterparty Credit Rating        BBB-/Positive/--  BBB-
/Stable/--

White Mountains Insurance Group Ltd.
  Counterparty Credit Rating        BBB/Stable/--

OneBeacon Insurance Group Ltd.
OneBeacon U.S. Holdings Inc.
  Counterparty Credit Rating        BBB-/Stable/--

Atlantic Specialty Insurance Co.
Homeland Insurance Co. of New York
  Counterparty Credit Rating        A-/Stable/--
  Financial Strength Rating         A-/Stable/--

Sirius International Group Ltd.
  Counterparty Credit Rating        BBB/Stable/--

Sirius International Insurance Corp.
Sirius America Insurance Co.
  Counterparty Credit Rating        A-/Stable/--
  Financial Strength Rating         A-/Stable/--

                                    To              From
Navigators Group Inc.
  Counterparty Credit Rating        BBB/Stable/--
BBB/Negative/--

Navigators Insurance Co.
Navigators Specialty Insurance Co.
  Counterparty Credit Rating        A/Stable/--     A/Negative/--
  Financial Strength Rating         A/Stable/--     A/Negative/--


* Consumer Wins $1,600 Judgment While Lawyer Gets $78,000 in Fees
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when a consumer in California wins a judgment against
a retailer for employing deceptive or fraudulent practices in
violation of state law, the consumer is entitled to have his or
her attorneys' fees paid if the retailer files bankruptcy.

According to the report, after a used auto dealership went out of
business, the proprietor filed bankruptcy.  A consumer filed suit
in bankruptcy court alleging the proprietor violated California
consumer protection laws.  The consumer won.  The bankruptcy judge
awarded the consumer $1,600 in actual damages and $78,000 in
attorneys' fees, along with a determination that the debt wasn't
discharged and would survive bankruptcy.

The report discloses that the auto dealer appealed, contending the
attorneys' fees awarded under California law were disproportionate
to actual damages.  The Bankruptcy Appellate Panel for the Ninth
Circuit rejected the argument in an opinion on July 8.  California
consumer protection law calls for awarding attorneys' fees to a
consumer who sues successfully.  The panel said state law contains
no "requirement that the fees be proportional."

The case is Galindo v. Whited (In re Galindo), 12-1272, 9th U.S.
Circuit Bankruptcy Appellate Panel (San Francisco).


* Former Judge Raymond T. Lyons Joins Fox Rothschild's NJ Office
----------------------------------------------------------------
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.

Mr. Lyons may be reached at:

         Raymond T. Lyons, Esq.
         FOX ROTHSCHILD LLP
         Princeton Pike Corporate Center
         997 Lenox Drive, Building 3
         Lawrenceville, NJ  08648-2311
         Tel: (609) 844-3031
         E-mail: rlyons@foxrothschild.com


* Paul J. Schoff Joins Eckert Seamans' Philadelphia Office
----------------------------------------------------------
Paul J. Schoff has joined the Philadelphia, Pennsylvania office of
Eckert Seamans Cherin & Mellott, LLC as a Member in the
Bankruptcy, Business Counseling, Environmental, Real Estate,
Corporate and Financial Transaction Groups.

Prior to joining the firm, Schoff was the founding member of his
own firm. Paul also previously served as a Law Clerk to
Pennsylvania Commonwealth Court Judge Madaline Palladino. Schoff
has successfully negotiated the first Consent Order and Agreement
for a Special Industrial Area under Pennsylvania's Brownfield Law
(also known as "Act 2") and represented the Unsecured Creditors'
Committee in Molded Acoustical Products, Inc., Chapter 11 case
which established "course of performance" defense in Third
Circuit.

Schoff concentrates his practice in the areas of debtor-creditor
relationships, real estate, environmental, asset protection
planning and business counseling.

Schoff earned his J.D. from the University Of Pittsburgh School Of
Law, where he was the Notes and Comments Editor for their Journal
Law Review, and he earned his B.S. from Carnegie Mellon
University.

Mr. Schoff may be reached at:

         Paul J. Schoff, Esq.
         ECKERT SEAMANS CHERIN & MELLOTT, LLC
         Two Liberty Place
         50 South 16th Street, 22nd Floor
         Philadelphia, PA 19102
         Tel: (215) 851-8506
         Fax: (215) 851-8383
         E-mail: pschoff@eckertseamans.com

For more information contact:

         Allysn G. Hurley
         Director of Marketing
         E-mail: ahurley@eckertseamans.com


* BOND PRICING -- For Week From July 8 to 12, 2013
--------------------------------------------------

  Issuer Name           Ticker  Coupon Bid Price  Maturity Date
  -----------           ------  ------ ---------  -------------
AES Eastern Energy LP   AES      9.000     1.750       1/2/2017
AES Eastern Energy LP   AES      9.670     4.125       1/2/2029
AGY Holding Corp        AGYH    11.000    53.000     11/15/2014
ATP Oil & Gas Corp      ATPG    11.875     1.270       5/1/2015
ATP Oil & Gas Corp      ATPG    11.875     1.000       5/1/2015
ATP Oil & Gas Corp      ATPG    11.875     1.000       5/1/2015
Affinion Group
  Holdings Inc          AFFINI  11.625    46.928     11/15/2015
Alion Science &
  Technology Corp       ALISCI  10.250    61.805       2/1/2015
Alliance One
  International Inc     AOI     10.000   101.000      7/15/2016
Ally Financial Inc      ALLY     6.250    99.586      7/15/2013
Ambac Financial
  Group Inc/Old         ABK      6.150    15.200       2/7/2087
Best Buy Co Inc         BBY      7.250    99.250      7/15/2013
Buffalo Thunder
  Development
  Authority             BUFLO    9.375    31.875     12/15/2014
Cengage Learning
  Acquisitions Inc      TLACQ   10.500    20.750      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   12.000    16.250      6/30/2019
Cengage Learning
  Acquisitions Inc      TLACQ   10.500    20.750      1/15/2015
Champion
  Enterprises Inc       CHB      2.750     0.375      11/1/2037
Dole Food Co Inc        DOLE     8.750    99.681      7/15/2013
Dynegy Roseton LLC /
  Dynegy Danskammer
  LLC Pass Through
  Trust Series B        DYN      7.670     4.500      11/8/2016
EI du Pont de
  Nemours & Co          DD       5.000   100.671      7/15/2013
Eastman Kodak Co        EK       7.000     9.250       4/1/2017
Eastman Kodak Co        EK       9.200     8.663       6/1/2021
Eastman Kodak Co        EK       9.950     8.715       7/1/2018
Energy Conversion
  Devices Inc           ENER     3.000     7.875      6/15/2013
FairPoint
  Communications
  Inc/Old               FRP     13.125     1.000       4/2/2018
FiberTower Corp         FTWR     9.000     8.750       1/1/2016
GMX Resources Inc       GMXR     9.000    13.000       3/2/2018
GMX Resources Inc       GMXR     4.500     6.063       5/1/2015
Gasco Energy Inc        GSXN     5.500    17.000      10/5/2015
Geokinetics Holdings
  USA Inc               GEOK     9.750    51.750     12/15/2014
HP Enterprise
  Services LLC          HPQ      3.875    94.525      7/15/2023
James River Coal Co     JRCC     4.500    39.500      12/1/2015
LBI Media Inc           LBIMED   8.500    30.000       8/1/2017
Lehman Brothers
  Holdings Inc          LEH      1.000    21.000      3/29/2014
Lehman Brothers
  Holdings Inc          LEH      1.250    21.000       2/6/2014
Lehman Brothers
  Holdings Inc          LEH      1.000    21.000      8/17/2014
Lehman Brothers
  Holdings Inc          LEH      0.250    21.000     12/12/2013
Lehman Brothers
  Holdings Inc          LEH      0.250    21.000      1/26/2014
Lehman Brothers
  Holdings Inc          LEH      1.000    21.000      8/17/2014
Motors Liquidation Co   MTLQQ    6.750     0.375       5/1/2028
OnCure Holdings Inc     ONCJ    11.750    44.500      5/15/2017
PMI Group Inc/The       PMI      6.000    26.000      9/15/2016
Penson Worldwide Inc    PNSN    12.500    24.250      5/15/2017
Penson Worldwide Inc    PNSN     8.000     8.750       6/1/2014
Penson Worldwide Inc    PNSN    12.500    24.250      5/15/2017
Platinum Energy
  Solutions Inc         PLATEN  14.250    57.850       3/1/2015
Powerwave
  Technologies Inc      PWAV     1.875     1.125     11/15/2024
Powerwave
  Technologies Inc      PWAV     1.875     1.125     11/15/2024
RadioShack Corp         RSH      2.500    94.030       8/1/2013
Residential
  Capital LLC           RESCAP   6.875    30.500      6/30/2015
Savient
  Pharmaceuticals Inc   SVNT     4.750    15.000       2/1/2018
School Specialty Inc    SCHS     3.750    40.000     11/30/2026
Springleaf
  Finance Corp          AMGFIN   6.750    99.600      7/15/2013
THQ Inc                 THQI     5.000    50.500      8/15/2014
TMST Inc                THMR     8.000     9.500      5/15/2013
Terrestar Networks Inc  TSTR     6.500    10.000      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    26.000       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     6.000      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250    11.200      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500    12.500      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    24.250       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     9.000      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500     8.375      11/1/2016
USEC Inc                USU      3.000    23.755      10/1/2014
United States
  Treasury Inflation
  Indexed Bonds -
  When Issued           WITII    0.500    81.487      7/15/2023
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.375    51.728       8/1/2016
WCI Communities
  Inc/Old               WCI      4.000     0.375       8/5/2023
Western Express Inc     WSTEXP  12.500    66.250      4/15/2015
Western Express Inc     WSTEXP  12.500    66.250      4/15/2015
Windstream Corp         WIN      8.125    98.000       8/1/2013




                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez,
Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl
Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G.
Patalinghug, and Peter A. Chapman, Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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