TCR_Public/130718.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, July 18, 2013, Vol. 17, No. 197

                            Headlines

710 LONG RIDGE: Nursing Homes Win New Union Concessions
845 N SAN VICENTE: Petitioning Creditors Balk at Motion to Dismiss
845 N SAN VICENTE: N.C. Dylan Substitutes James Bryce as Counsel
AGFEED INDUSTRIES: To Sell Majority of Businesses for $79-Mil.
AGFEED USA: Meeting to Form Creditors' Panel on July 23

AGFEED USA: Voluntary Chapter 11 Case Summary
ALLIANT HOLDINGS: S&P Affirms 'B-' Counterparty Credit Rating
AMERICAN AIRLINES: Wants to Set Ceiling for Disputed Claims
AMERICAN AIRLINES: Wins Approval of Deal With San Francisco
AMERICAN AIRLINES: Has Green Light to Sell Condo Units in Miami

AMERICAN AIRLINES: Nashville Airport Settlement Approved
AMERICAN AIRLINES: Proposes Sale, Leaseback of 6 Boeing Planes
AMERICAN COMMERCE: Incurs $48,000 Net Loss in First Quarter
AMERICAN REALTY: Case Conversion Hearing Continued Until Aug. 22
AMERISTAR CASINOS: S&P Affirms 'BB-' CCR; Outlook Stable

ARCHDIOCESE OF MILWAUKEE: Few Sex Abuse Victims Get Large Sums
ARCHDIOCESE OF MILWAUKEE: Wins Approval to Extend Debt Maturity
ARCHDIOCESE OF MILWAUKEE: Creditors Panel Balks at Bid for FCR
ATP OIL: To Sell Hydrocarbon Production Payment for $15 Mil.
ATP OIL: Gets Interim Approval to Sell Deepwater Assets

ATP OIL: Obtains Interim Order Authorizing Use of Cash Collateral
BAKERSFIELD GROVE: Dismissal Hearing Set for Aug. 15
BCBG MAX: S&P Lowers Corp. Credit Rating 'CCC-'; Outlook Negative
BEAR STEARNS: Can Pursue Claim vs. Insurers, Says NY High Court
BEAR STEARNS: Settles Homebanc Adversary Lawsuit for $3MM

BEAR STEARNS: JPMorgan Wins Round in Dexia SA's Suit
BELLE FOODS: Section 341(a) Meeting Set for Aug. 13
BELLE FOODS: Has Interim Access to Lenders' Cash Until July 22
BERGENFIELD SENIOR: Hearing on Bid Procedures on July 29
BERNARD L MADOFF: 2nd Circ. Won't Revive Feeder Fund Suit

BLUE SPRINGS: Still Awaiting Exit Loans; Plan Date Moved Again
BLYTH INC: S&P Withdraws 'B+' Corp. Credit & Sr. Unsec. Ratings
CAPITOL BANCORP: Bidding Procedures for Sale of Units' Stock OK'd
CAROLINA BEER: S&P Assigns 'B-' Rating to $120MM Sr. Secured Notes
CAROLINA BEVERAGE: Moody's Assigns 'B3' CFR; Outlook Stable

CASH STORE: Faces Class Action in Quebec Over Internal Controls
CHASSIX INC: Moody's Assigns 'B3' CFR, Stable Outlook
COOPER-BOOTH: Can Employ Barney Snyder as Special Counsel
COOPER-BOOTH: Panel Retains Klehr Harrison as Counsel
CORELOGIC INC: Moody's Rates New $1.15-Billion Debt 'Ba1'

DETROIT, MI: Willing to Lift Restraining Order in Syncora Suit
DETROIT, MI: Creditors Get New Worry in Alabama Fee Ruling
DETROIT, MI: Pension Funds File Lawsuit to Block Bankruptcy
EAGLE RECYCLING: Cohnreznick LLP Approved as Financial Advisors
EAGLE RECYCLING: Saiber LLC Approved as Bankruptcy Counsel

EAGLE RECYCLING: Scarinci Hollenbeck Okayed as Regulatory Counsel
EASTMAN KODAK: Gets Moody's B3 CFR After Emerging From Bankruptcy
EDISON MISSION: Tyche Dispute to Stay in Bankruptcy
ENDICOTT INTERCONNECT: Arranging Sale to Minority Shareholder
EVERGREEN OIL: Schedules Aug. 14 Confirmation Hearing

EVERGREEN OIL: U.S. Trustee Adds Robinson Oil to Committee
EXCEL MARITIME: Plan Disclosure Hearing Set for Sept. 30
FERRAIOLO CONSTRUCTION: Committee Objects to Disclosure Statement
FERRAIOLO CONSTRUCTION: Hiring Hichar & Luca as Accountants
FIRST STREET: Court Okays Compromise with Lenders, Choo

FRANKLIN PIERCE: S&P Lowers Rating on Debt to 'B'; Outlook Stable
GETTY PETROLEUM: Enters Into Settlement Agreement with Lukoil
GGW BRANDS: Trustee Deal Reduces Wynn's $31MM Claims
GIM CHANNELVIEW: S&P Assigns 'BB-' Rating to $375-Mil. Loan
GMX RESOURCES: Creditors Raise Make-Whole Question With Twist

GRAND CHINA SHIPPING: 2nd Cir. Vacates Ruling in Blue Whale Rift
GREAT PLAINS EXPLORATION: Creditor Wants Case Converted to Ch. 7
GREAT PLAINS EXPLORATION: Settles DEO's Plan Disclosures Objection
GROVES IN LINCOLN: Creditors Voting on 63% Liquidating Plan
GULF STATE STEEL: 11th Circ. Upholds Nucor Win in Antitrust Suit

HARBOR FREIGHT: S&P Rates New $1 Billion Secured Loan 'B+'
HARBOR FREIGHT: Moody's Assigns B1 Rating to $1-Bil. Term Loan
JACKSONVILLE BANCORP: Second Amendment to 10MM Shares Prospectus
JB MILWAUKEE: Voluntary Chapter 11 Case Summary
JEFFERSON COUNTY: Selects Citigroup to Underwrite New Sewer Bonds

K-V PHARMACEUTICAL: Gets Judge's Nod to Collect Ch. 11 Plan Votes
LEAP WIRELESS: Moody's Mulls Ratings Upgrade Following AT&T Deal
LEAP WIRELESS: S&P Puts 'B-' CCR on Creditwatch Positive
LEHMAN BROTHERS: Parent Still Disputes With LBI on Bankhaus Deal
LEHMAN BROTHERS: SIPA Trustee Defends LB Bankhaus Deal

LEHMAN BROTHERS: RFWSD Ink Deal to Assume Pre-Inclusion Agreements
LEHMAN BROTHERS: Liberty Funds Reach Deal to Amend Claims
LEHMAN BROTHERS: Says Contract Allows for $6.5BB Archstone Sale
MEDIMPACT HOLDINGS: Moody's Hikes CFR to B3 After Acquisitions
MEDIMPACT HOLDINGS: S&P Assigns 'B-' CCR; Outlook Stable

MERCANTILE BANCORP: Sec. 341(a) Creditors' Meeting Set for Aug. 6
MERCANTILE BANCORP: Seeks Extension of Deadline to File Schedules
METRO ENTERPRISES: Case Summary & 4 Unsecured Creditors
MIDCONTINENT COMM.: S&P Assigns 'BB-' Rating to $475MM Facility
MIDTOWN SCOUTS: U.S. Trustee Unable to Form Committee

MIDTOWN SCOUTS: Has Final Approval for DIP Funding
MONITOR COMPANY: Seeks Conversion to Chapter 7
MONITOR COMPANY: Seeks Conversion to Chapter 7
MSR RESORT: Slams Five Mile's Objection to $2MM DIP Loan
MUSCLEPHARM CORP: Amends 1.7 Million Shares Resale Prospectus

NATIONAL HOLDINGS: Registers 24 Million Common Shares
NEXT 1 INTERACTIVE: Delays Form 10-Q for May 31 Quarter
NNN PARKWAY: WBCMT 2007-C31 Seeks to Dismiss Case
NOVA CHEMICALS: Fitch Rates Proposed $500MM Notes 'BB+'
NOVA CHEMICALS: $500MM Sr. Notes Issue Gets Moody's Ba2 Rating

NOVA CHEMICALS: S&P Assigns 'BB+' Rating to $500MM 10-Yr. Notes
OCALA FUNDING: Liquidation Plan Declared Effective
OCD LLC: Wants Plan Filing Period Extended Until Nov. 7
OCEAN 4660: Court Permits DOJ Watchdog to Appoint Ch. 11 Trustee
ONCURE HOLDINGS: Hearing on Bid Procedures Motion Set for July 24

ORCHARD SUPPLY: Judge Approves Loan Over Creditor Opposition
PETROGLOBE INC: ATB Demands Repayment of Outstanding Indebtedness
PINETREE CAPITAL: Has Until Sept. 13 to Obtain Default Waiver
PINNACLE ENTERTAINMENT: Fitch to Rate New $2.6BB Secured Debt BB+
PINNACLE ENTERTAINMENT: Moody's Rates $1-Bil. Revolver 'Ba2'

PINNACLE ENTERTAINMENT: S&P Assigns BB+ Rating to $2.6BB Facility
REFCO INC: Sues Cantor Over $8MM Stake in Drained Tech Assets
RESIDENTIAL CAPITAL: Outline & Summary of Chapter 11 Plan
RESIDENTIAL CAPITAL: To Seek Approval of Plan Outline in August
RESIDENTIAL CAPITAL: Wants Removal Period Extended to Oct. 31

RESIDENTIAL CAPITAL: Redwood Wants GMACM to Give Up Docs
RESIDENTIAL CAPITAL: FHFA Suit Sent Back to District Court
ROTECH HEALTHCARE: Plan Confirmation Hearing Set for Aug. 20
SAAB AUTOMOBILE: Judge Approves Liquidation Plan for U.S. Arm
SANMINA CORP: Fitch Raises Issuer Default Rating to 'BB-'

SAPPHIRE POWER: S&P Assigns 'B+' Rating to $280MM Sr. Facilities
SHILO INN: Disclosure Statement Hearing to Be Held on March 20
SIMON WORLDWIDE: Amends Registration Agreement with Overseas Toys
SMART ONLINE: Issues $230,000 Additional Convertible Note
SUPERIOR PLUS: DBRS Confirms 'BB' Issuer Rating

TALLGRASS ENERGY: Obtains Creditor Protection Under CCAA
TELKONET INC: Stockholders Approve Executive Compensation
TEMPLE UNIVERSITY: Moody's Cuts Ratings to Ba2, Outlook Negative
THQ INC: Gets Ch. 11 Plan Confirmed And $4MM Tattoo Claim Pared
TLO LLC: Risk-Mitigation Provider Nails $2 Million Loan

TOMMY THOMPSON: Receiver Wants Bankruptcy Case Tossed
UC HOLDINGS: S&P Assigns 'B' Rating to $325MM Senior Secured Notes
USA BROADMOOR: Wins Okay to Access Wells Fargo Cash Collateral
USA BROADMOOR: Gets Final OK to Employ Stichter Riedel as Counsel
VIVARO CORP: Hires Gabriel Del Virginia to Pursue Avoidance Suits

VOICES OF FAITH: Agreed to Restructure FCR Debt, Case Dismissed
VPR OPERATING: Gets Final Approval to Use Cash Collateral
VPR OPERATING: Committee Can Retain Brown McCarroll as Counsel
VPR OPERATING: Denies Hiring of Global Hunter as Financial Advisor
VPR OPERATING: Patterson Approved as Restructuring Officer

WASHINGTON MUTUAL: Court Narrows Suit v. Ex-Retail Banking Head
WATERSTONE AT PANAMA: Lenox Mortgage Seeks to Dismiss Case

* Butner Attack on Eighth Circuit's Benn Is Rebuffed
* Appeals Court Judge Disallows Stripping Off Lien in Chapter 7

* Citigroup's Toxic Asset Unit Costs Jump to $1.25 Billion
* National Credit Default Rates Hit Post-Recession Low in June
* NY Judge to Rule if WTC Developer Can Seek Damages from Airlines

* Fitch: Commodity Price Dips Pose Risk for Mining, Metals and E&P
* Fitch Says U.S. State Pension Funded Ratios Continue to Decline

* 9th Cir. Appoints Laurel E. Davis as D. Nev. Bankruptcy Judge

* Recent Small-Dollar & Individual Chapter 11 Filings


                            *********


710 LONG RIDGE: Nursing Homes Win New Union Concessions
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that five Connecticut nursing homes managed by
HealthBridge Management LLC have a three-month extension of
interim modifications granted by the bankruptcy court allowing
changes in union wages and benefits.

According to the report, U.S. Bankruptcy Judge Donald Steckroth
in Newark, New Jersey, allowed HealthBridge to cut wages and
benefits temporarily after the Chapter 11 filing in February.  In
a 12-page opinion on July 15,  Judge Steckroth said there's "no
doubt" he has the right to extend the temporary wage concessions a
third time, until Oct. 11.  Judge Steckroth said another three
months of concessions aggregating $1.57 million are "essential" to
the continued operation of the business.  Were wages to snap back
to prebankruptcy levels, there would be a default in the loan
agreement and liquidation of the business.

The report notes that the creditors' committee supported
continuation of involuntary union contract concessions.  The union
and the National Labor Relations Board were opposed, although
neither offered witness in opposition to what Judge Steckroth
called "unimpeached testimony" from the company about continuing
need for concessions.  The union argued that the business improved
and there was no longer a need for concessions.

The report relates that Judge Steckroth said the company can use
the next three months to negotiate with the union and formulate a
reorganization plan.  HealthBridge said union contracts were
causing unsustainable losses of $1.3 million a month.

                        About 710 Long Ridge

710 Long Ridge Road Operating Company II, LLC and four affiliates
own sub-acute and long-term nursing care facilities for the
elderly in Connecticut.  The facilities, which are managed by
HealthBridge Management LLC, are Long Ridge of Stamford, Newington
Health Care Center, Westport Health Care Center, West River Health
Care Center, and Danbury Health Care Center.

710 Long Ridge and its affiliates sought Chapter 11 protection
(Bankr. D.N.J. Case Nos. 13-13653 to 13-13657) on Feb. 24, 2013 to
modify their collective bargaining agreements with the New England
Health Care Employees Union, District 1199, SEIU.

The Debtors owe $18.9 million to M&T Bank and $7.99 million on
loans from the U.S. Department of Housing and Urban Development
Federal Housing Administration.

Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, serve as counsel to the Debtors.  Logan & Company, Inc.
is the claims and notice agent.  Alvarez & Marsal Healthcare
Industry Group, LLC, is the financial advisor.

Porzio, Bromberg & Newman, P.C., represents the Official Committee
of Unsecured Creditors.  The Committee tapped to retain
EisnerAmper LLP as accountant.


845 N SAN VICENTE: Petitioning Creditors Balk at Motion to Dismiss
------------------------------------------------------------------
Petitioning creditors, through Gail Higgins, Esq., at Higgins Law
Firm, objects to 845 San Vicente Boulevard LLC's motion to dismiss
the involuntary case.

Ms. Higgins asserts that:

   1. Paula Schneider, the alleged representative, is not a
      legitimate member of the LLC and thus has no standing to
      be filing the motion;

   2. the Debtor representative has not established cause to
      dismiss the case; and

   3. dismissal or conversion is not in the best interests of
      creditors.

Three alleged creditors of 845 N. San Vicente Blvd, LLC, filed
an involuntary Chapter 11 petition (Bankr. C.D. Cal. Case No.
13-18771) for 845 N. San Vicente on April 3, 2013.  The
petitioners are Tom Loisch, with a claim of $42,000; John B.
Dunning, owed $42,000; and Christopher Williams, owed $35,000.

The Chapter 11 case has been reassigned to Bankruptcy Judge
Richard M. Neiter for all further proceedings.  Judge Peter
Carroll was originally assigned to the case.


845 N SAN VICENTE: N.C. Dylan Substitutes James Bryce as Counsel
----------------------------------------------------------------
845 San Vicente Boulevard, LLC, notified the U.S. Bankruptcy Court
for the Central District of California that N.C. Dylan Willoughby,
Esq., Esq., at Antoni Albus LLP, substitutes James Bryce Clark,
Esq., at O'Connor Cochran LLP as counsel.

Three alleged creditors of 845 N. San Vicente Blvd, LLC, filed
an involuntary Chapter 11 petition (Bankr. C.D. Cal. Case No.
13-18771) for 845 N. San Vicente on April 3, 2013.  The
petitioners are Tom Loisch, with a claim of $42,000; John B.
Dunning, owed $42,000; and Christopher Williams, owed $35,000.

The Chapter 11 case has been reassigned to Bankruptcy Judge
Richard M. Neiter for all further proceedings.  Judge Peter
Carroll was originally assigned to the case.


AGFEED INDUSTRIES: To Sell Majority of Businesses for $79-Mil.
--------------------------------------------------------------
AgFeed Industries, Inc., and its affiliates filed voluntary
petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Case No. 13-11761) on July 15, 2013.

Also on that date, the Company had entered into an asset purchase
agreement whereby the Company will sell most of its subsidiaries
to The Maschhoffs, LLC, for cash proceeds of $79 million.  The
Company's operations in Oklahoma is not included in the sale.
The transaction will be subject to Bankruptcy Court approval.

The Company is continuing to actively pursue competing offers for
the sale of its businesses, including the Company's Chinese
subsidiaries and assets as well as the remaining assets, primarily
comprised of sow farm operations in Oklahoma.

In the event the Agreement is terminated for specified
reasons, including if the Company accepts a higher or better offer
from a competing bidder in the auction, the Company will be
required to pay the Maschhoffs a break-up fee in an amount equal
to $2,370,000 and reimburse the Maschhoffs for its reasonable and
documented actual out-of-pocket expenses up to $790,000.

Business Development Asia LLC and BDA Advisors Inc. serve as the
Company's financial advisors.

Prior to the bankruptcy filing, the Company entered into Key
Executive Employment and Incentive Agreements with its interim
chief financial officer and chief accounting officer.  The Key
Employee Agreements provide that the executive officers will
receive payment upon consummation of a sale transaction.

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

                        http://is.gd/f1Xvk9

                      About Agfeed Industries

NASDAQ Global Market Listed AgFeed Industries is an international
agribusiness with operations in the U.S. and China.  AgFeed has
two business lines: animal nutrition in premix, concentrates and
complete feeds and hog production. In the U.S., AgFeed's hog
production unit, M2P2, is a market leader in setting new standards
for production efficiency and productivity.  AgFeed believes the
transfer of these processes, procedures and techniques will allow
its new Western-style Chinese hog production units to set new
standards for production in China. China is the world's largest
pork market consuming 50 percent of global production and over 62
percent of total protein consumed in China is pork.  Hog
production in China currently enjoys income tax free status.


AGFEED USA: Meeting to Form Creditors' Panel on July 23
-------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on July 23, 2013 at 10:00 a.m. in
the bankruptcy case of AgFeed USA, LLC, et al.  The meeting will
be held at:

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

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

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

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

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

                     About Agfeed Industries

AgFeed Industries, formerly known as M2 P2, LLC, is an
international agribusiness with operations in the U.S. and China.
AgFeed has two business lines: animal nutrition in premix,
concentrates and complete feeds and hog production. In the U.S.,
AgFeed's hog production unit, M2P2, is a market leader in setting
new standards for production efficiency and productivity.  AgFeed
believes the transfer of these processes, procedures and
techniques will allow its new Western-style Chinese hog production
units to set new standards for production in China. China is the
world's largest pork market consuming 50% of global production and
over 62% of total protein consumed in China is pork.  Hog
production in China currently enjoys income tax free status.

AgFeed Industries, Inc., and its affiliates filed voluntary
petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Case No. 13-11761) on July 15, 2013, with a deal to sell most of
its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79
million, absent higher and better offers.


AGFEED USA: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor-entities filing separate Chapter 11 petitions

     Debtor                       Case No.
     ------                       --------
AgFeed USA, LLC                  13-bk-11761
   510 South 17th Street
   Suite 104
   Ames, IA 50010
     aka M2 P2, LLC
AgFeed Industries, Inc.          13-bk-11762
TS Finishing, LLC                13-bk-11763
New York Finishing, LLC          13-bk-11764
Pork Technologies, L.C.          13-bk-11765
New Colony Farms, LLC            13-bk-11766
Heritage Farms, LLC              13-bk-11767
Heritage Land, LLC               13-bk-11768
Genetics Operating, LLC          13-bk-11769
M2P2 Facilities, LLC             13-bk-11770
MGM, LLC                         13-bk-11771
M2P2 General Operations, LLC     13-bk-11772
New Colony Land Company, LLC     13-bk-11773
M2P2 AF JV, LLC                  13-bk-11774
Midwest Finishing, LLC           13-bk-11775
Genetics Land, LLC               13-bk-11776

Chapter 11 Petition Date: July 15, 2013

Court: U.S. Bankruptcy Court
       District of Delaware

Bankruptcy Judge: Hon. Brendan Linehan Shannon
                  (Involvement of Judge Christopher S. Sontchi
                  Terminated)

Debtors' Counsel: Donald J. Bowman, Jr.
                  Robert S. Brady, Esq.
                  YOUNG, CONAWAY, STARGATT & TAYLOR
                  1000 North King Street
                  Wilmington, DE 19801
                  Tel: 302-571-6600
                  Fax : 302-571-1253

Debtors'
Financial
Advisor:          BDA Advisors Inc.

Debtors' Claims
& Noticing Agent: BMC GROUP, INC

Estimated Assets: $100 million to $500 million

Estimated Liabilities: $50 million to $100 million

The petition was signed by Keith A. Maib, AgFeed's chief
restructuring officer.


ALLIANT HOLDINGS: S&P Affirms 'B-' Counterparty Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed all of
its ratings on Alliant Holdings I LLC (Alliant), including its
'B-' long-term counterparty credit rating.  At the same time, S&P
revised the outlook to positive from stable.

"The rating action is in response to Alliant's maintenance of its
enhanced competitive position and favorable operating performance,
resulting in consistently strong organic revenue growth and stable
EBITDA margins," said Standard & Poor's credit analyst Ying Chan.
The outlook revision also reflects S&P's belief that the company
will be able to de-lever its capital structure through earnings
growth and debt pay-down.  In December 2012, Alliant was acquired
by private equity firm, Kolhberg Kravis Roberts & Co. (KKR) in a
leveraged buyout transaction that resulted in financial leverage
(bank debt + operating leases + earn-outs + self-insurance) of
7.8x as of Dec. 31, 2012.  This ratio improved to 7.6x as of
March 31, 2013, and S&P believes that Alliant is on track to
reduce financial leverage further to approximately 7x during the
next 12 months through earnings growth and debt pay-down.

S&P's rating on Alliant is based on the company's fair business
risk profile (BRP) and very aggressive financial risk profile
(FRP), as defined by S&P's criteria.  The fair BRP reflects
Alliant's participation in a highly competitive and fragmented
middle-market industry, its enhanced competitive position
attributed to its specialty operations and employee benefits
segment, and its good growth strategy.  As a result of these
attributes, the company produced peer-leading organic growth of
8.8% and healthy EBITDA margins of 30.6% for first-quarter 2013.

Alliant is a regional U.S. insurance broker, focused on the
specialty middle-market segment.  The company is the 12th largest
insurance broker in the nation, with revenues of $506 million for
the year ended Dec. 31, 2012 (source: Business Insurance), and
provides property casualty and employee benefits products and
services to its clients.  The company was founded in 1925.

The positive outlook reflects S&P's expectation that Alliant will
be able to maintain its enhanced competitive position and
favorable operating performance trends.  S&P expects continued
strong demand for Alliant's specialty and employee benefits
products and services, combined with recent and prospective growth
initiatives, to produce peer-leading organic revenue growth of 5%-
10%. EBITDA margins will remain stable at 25%-30% in 2013 and
improve modestly in 2014 due to growth strategies that will
translate into increased profitability.

S&P could revise the outlook to stable or lower the rating during
the next 12 months if leverage and coverage deteriorate due to a
decline in earnings or if management takes a more aggressive
approach to financial policy through additional debt financing for
acquisitions or reinvestment in the business above a level
appropriate for the rating.  This would occur if Alliant produces
financial leverage of more than 8x and EBITDA fixed-charge
coverage of less than 2x on a sustained basis.

S&P could raise the rating on Alliant during the next 12 months if
the company can maintain its favorable revenue and earnings
performance trends and reduce financial leverage to approximately
7x or less.


AMERICAN AIRLINES: Wants to Set Ceiling for Disputed Claims
-----------------------------------------------------------
AMR Corp. and its debtor affiliates seek approval from Judge Sean
Lane of the U.S. Bankruptcy Court for the Southern District of
New York to establish the maximum amount of disputed single-dip
general unsecured claims that will be used for determining
disputed claims reserve under their Chapter 11 reorganization
plan.

The Debtors seek to establish the disputed claims reserve
utilizing an aggregate maximum amount of $331 million of disputed
single-dip general unsecured claims.  This amount includes a
reserve for single-dip general unsecured claims that may have
been erroneously disallowed, and a reserve for damages from the
rejection of contracts, according to a court filing.

The amount provides for a cushion of about $220 million above AMR
Corp.'s estimate of the aggregate allowed amount of disputed
single-dip general unsecured claims.  Based on review and
analysis, AMR believes that the actual aggregate ultimate allowed
amount of those claims won't exceed $331 million, and more
probably, that the ultimate allowed amount of those claims won't
exceed $113 million, according to a court filing.

"This cushion will more than amply allow for unforeseen
contingencies in the claims resolution process," said AMR lawyer,
Stephen Karotkin, Esq., at Weil Gotshal & Manges LLP, in New
York.

The disputed single-dip general unsecured claims for which the
reserve is being established consist of approximately 1,000
claims, which include intellectual property and employee claims.
The claims are listed at:

   http://bankrupt.com/misc/AMR_DisputedSingleDipGUCI.pdf
   http://bankrupt.com/misc/AMR_DisputedSingleDipGUCII.pdf

In connection with their request to establish the maximum amount
of disputed claims, the Debtors also asked for court approval to
implement procedures for the creation and administration of the
disputed claims reserve.  A copy of the proposed order detailing
the procedures can be accessed for free at http://is.gd/FLmGrC

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

                      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: Wins Approval of Deal With San Francisco
-----------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved a deal that would
resolve issues related to American Airlines Inc.'s contracts with
the City and County of San Francisco.

American Airlines entered into various contracts with the city in
connection with its use of the San Francisco International
Airport.

Under the deal, the city agreed to withdraw its claims against
American Airlines in exchange for the assumption of their
contracts by the airline, and payment of more than $1.03 million
to cure the airline's default under the contracts.

The agreement also requires the airline to replace its current
surety bond with the city with a surety bond in the amount of
$3,861,387 as security deposit under the contracts.  A copy of
the agreement is available for free at http://is.gd/gJCNHo

                      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: Has Green Light to Sell Condo Units in Miami
---------------------------------------------------------------
AMR Corp. received the green light from the U.S. Bankruptcy Court
in Manhattan to sell condominium units owned by its regional
carrier.

American Airlines Inc. owns 16 units at 1600 Ponce Office
Condominium, a 13-storey condominium complex located in Coral
Gables, Florida.  One of the units is currently subject to a
sales contract, under which the carrier agreed to sell the
property to a certain Joan Fereira for $646,500.

American Airlines plans to sell the other units on terms
substantially similar to those contained in the Fereira
agreement.

                      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: Nashville Airport Settlement Approved
--------------------------------------------------------
Judge Sean Lane approved a settlement between AMR Corp.'s
regional carriers and the Metropolitan Nashville Airport
Authority.

The agreement requires American Airlines Inc. and American Eagle
Airlines Inc. will assume their respective contracts with MNAA,
as revised, and pay the cure amount owed under the original
contracts.  American Airlines and Eagle owes the airport
authority $83,706 and $52,824, respectively.

In return, MNAA agreed to withdraw its unsecured claims against
the carriers, including an $18.72 million claim against American
Airlines.

As part of the settlement, American Airlines will also take over
another lease contract with the airport authority, and assign it
to BNA Fuel Company LLC.  The contract dated October 1, 1985
allowed the carrier to lease an area of the Nashville
International Airport where a fuel storage and distribution
facility is located.

                      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: Proposes Sale, Leaseback of 6 Boeing Planes
--------------------------------------------------------------
AMR Corp. filed a motion seeking court approval to implement a
sale and simultaneous leaseback of up to six Boeing 737-823
planes with Next Generation Aircraft Purchase Ltd. and AerCap
Ireland Ltd.

The Boeing planes are scheduled to be delivered to American
Airlines Inc. between November 2013 and May 2014.  AMR did not
disclose the purchase price for the aircraft in the motion, which
it filed under seal to protect confidential information.

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

In a related development, AMR received the go-signal from Judge
Sean Lane to implement a sale and simultaneous leaseback of eight
Boeing 737-823 planes with SMBC Aviation Capital Ltd.

The Boeing planes are scheduled to be delivered to American
Airlines Inc. between July 2013 and December 2014.

                      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 COMMERCE: Incurs $48,000 Net Loss in First Quarter
-----------------------------------------------------------
American Commerce Solutions, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $48,123 on $677,085 of net sales for the
three months ended May 31, 2013, as compared with net income of
$83,637 on $652,946 of net sales for the same period a year ago.

As of May 31, 2013, the Company had $5.06 million in total assets,
$4.21 million in total liabilities and $856,013 in total
stockholders' equity.

"The Company has incurred substantial operating losses since
inception and has provided approximately $1,319 of cash in
operations for the three months ended May 31, 2013.  Additionally,
the Company is in default on several notes payable.  These factors
raise substantial doubt about the Company's ability to continue as
a going concern," according to the Company's filing.

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

                        http://is.gd/bq4nDb

                      About American Commerce

American Commerce Solutions, Inc., headquartered in Bartow,
Florida, is primarily a holding company with one wholly owned
subsidiary; International Machine and Welding, Inc., is engaged in
the machining and fabrication of parts used in heavy industry, and
parts sales and service for heavy construction equipment.

American Commerce incurred a net loss available to common
stockholders of $5,791 on $2.35 million of net sales for the year
ended Feb. 28, 2013, as compared with net income available to
common stockholders of $25,962 on $2.44 million of net sales for
the year ended Feb. 29, 2012.

Messineo & Co., CPAs LLC, in Clearwater, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the fiscal year ended Feb. 28, 2013.  The independent auditors
noted that the Company has recurring losses and negative cash
flows from operating activities, a working capital deficit, and a
stockholders' deficit.  These conditions raise substantial doubt
about its ability to continue as a going concern.


AMERICAN REALTY: Case Conversion Hearing Continued Until Aug. 22
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
rescheduled to Aug. 22, 2013, at 9 a.m., the hearing to consider
the motion to convert case to Chapter 7, or, in the alternative,
to appoint chapter 11 trustee, or an examiner.

The Debtor, in its response to the motion, stated cause for the
motion to convert case does not exist; a trustee is not in the
best interest of creditors; and an examiner should not be
appointed.

As reported by the Troubled Company Reporter on May 30, 2013, Bank
of New York Mellon is successor to Bank of New York - Global
Corporate Trust, as trustee for the Registered Certificate Holders
of Commercial Capital Access One, Inc., Commercial Mortgage Bonds,
Series 3 acting through Berkadia Commercial Mortgage, LLC, its
special servicer a creditor.

BoNY Mellon notes that so-called Atlantic Parties, creditors of
the Debtor, had filed a motion to dismiss case as a bad faith
filing based on the Debtor's inability to reorganize, fraud,
incompetence, dishonesty, and gross mismanagement.

According to the Bank, while the Trust agrees that the Atlantic
Parties' motion to dismiss establishes "cause" for relief, the
Trust does not believe that it is in the best interest of the
estate or the Debtor's other creditors to dismiss the case.
Rather, the Trust requests that the Court order the appointment of
a chapter 11 trustee, and the appointment of an examiner.

Keith M. Aurzada, Esq., and John C. Leininger, Esq. --
keith.aurzada@bryancave.com and john.leininger@bryancave.com -- at
Bryan Cave LLP, represent the Bank.

                    About American Realty Trust

Dallas, Texas-based American Realty Trust, Inc., is a subsidiary
of the real estate giant American Realty Investors Inc.  Coping
with a $73 million legal judgment from an apartment purchase that
collapsed more than a decade ago, American Realty Trust, Inc.,
filed for Chapter 11 protection (Bankr. D. Nev. Case No. 12-10883)
in Las Vegas on Jan. 26, 2012.  The case was later dismissed on
Aug. 1, 2012, by Judge Mike K. Nakagawa.

Creditors David M. Clapper, Atlantic XIII, LLC, and Atlantic
Midwest, LLC -- Clapper Parties -- sought the dismissal, citing,
among other things, the Debtor has been stripped off of its assets
prepetition and its ownership structure changed 10 days before the
bankruptcy filing in an admitted effort to avoid disclosures to
the Securities and Exchange Commission.

American Realty Trust then filed for Chapter 11 protection (Bankr.
N.D. Ga. Case No. 12-71453) on Aug. 29, 2012, with Bankruptcy
Judge Barbara Ellis-Monro presiding over the case.  The case was
later transferred from Atlanta to Dallas (Bankr. N.D. Tex. Case
No. 13-30891) effective Feb. 22, 2013, at the behest of the
Clapper Parties.  The Clapper Parties, who won a $72 million
judgment against the Debtor, again has sought to move the case to
Forth Worth and reassign the case to Judge Russell Nelms on
grounds that Judge Nelms has experience with the parties and the
issues raised in the dismissal motion filed by the Atlantic
Parties.

The Debtor has scheduled assets totaling $79,954,551, comprised
of (i) real property valued at $87,884; (ii) equity interests in
affiliated entities of an unknown value; and (iii) litigation
claims valued at $79,866,667.  The Debtor has scheduled
liabilities totaling $85,347,587.95, comprised of: (i) $10,437.73
in unsecured priority tax claims; and (ii) unsecured non-priority
claims of $85,336,886.61 (of which at least $77,164,701.14 are
contested litigation claims against the Debtor).

Gerrit M. Pronske, Esq., at Pronske & Patel, P.C., represents the
Debtor in its restructuring effort.


AMERISTAR CASINOS: S&P Affirms 'BB-' CCR; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB-' corporate credit ratings, on both Pinnacle Entertainment
Inc. and Ameristar Casinos Inc.  S&P removed all ratings from
CreditWatch where they were placed with negative implications on
Dec. 21, 2012.  The rating outlook is stable.

The ratings affirmation follows a similar action on Pinnacle
Entertainment Inc. earlier.  It reflects S&P's view that although
leverage will weaken to above 6x pro forma for the acquisition
financing for the combined Ameristar and Pinnacle entity, the
company will be able to improve leverage to under 6x by 2014 and
to 5.5x in 2015 through the use of asset sale proceeds from
Pinnacle's Lumiere Place casino and Ameristar Lake Charles and
free operating cash flow to repay debt.

The planned divestiture of the partially completed Ameristar Lake
Charles development substantially reduces the amount of capital
expenditures next year, which will meaningfully improve the
company's free operating cash flow generation available for debt
repayment in 2014.  S&P had previously expected the combined
entity to generate negative free operating cash flow through 2014
as Ameristar Lake Charles was completed, precluding any meaningful
deleveraging until 2015.  Under S&P's operating performance and
cash flow assumptions, it now expects leverage for the
consolidated entity to improve to below 6x in 2014 and to 5.5x in
2015, and it expects coverage to be in the mid- to high-2x area.


ARCHDIOCESE OF MILWAUKEE: Few Sex Abuse Victims Get Large Sums
--------------------------------------------------------------
Most of the $30 million the Archdiocese of Milwaukee paid out
through mid-2012 went to victim settlements and therapy but the
bulk of it went to just a few victims while hundreds of others
received no compensation at all, according to an Associated Press
analysis of the released documents.

The documents support victims' claims that Wisconsin for many
years was among the more difficult states for them to get
compensation, AP said.

The main reason was a 1995 ruling by the Wisconsin Supreme Court
that made it almost impossible to hold the church responsible for
its priests' actions, the report pointed out.  The court said the
church was protected from negligence lawsuits by the First
Amendment.  No longer afraid of litigation, the archdiocese
established a no-settlement policy that lasted until the national
clergy abuse scandal erupted in 2002, the news agency reported.

The records also support victims' claims that few settlements
were made before 1995, almost none were paid after the Supreme
Court ruling and, even once mediation began in 2003, the
archdiocese gave victims little room to negotiate, according to
the report.

The largest settlement paid to victims assigned to the Milwaukee
archdiocese, nearly $16.7 million in 2006, went to 10 people in
California.  It is among the largest per-victim awards in the
U.S., the report said, citing data from BishopAccountability.org,
which tracks clergy abuse cases.

In contrast, the public records show the typical payment to a
victim in Wisconsin has been $50,000, according to the report.

Eighteen of the 88 settlements included in the documents were
reached before the 1995 ruling.  The amounts range from $2,000 to
$675,000, and it's not clear why some victims received more than
others who suffered similar abuse, the report said.

                  About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ARCHDIOCESE OF MILWAUKEE: Wins Approval to Extend Debt Maturity
---------------------------------------------------------------
The Archdiocese of Milwaukee won approval from Judge Susan Kelley
of the United States Bankruptcy Court for the Eastern District of
Wisconsin (Milwaukee) of its agreement with Park Bank to extend
the maturity of its debt.

Under the deal, both sides agreed to extend the maturity date
to June 30, 2014, or the effective date of the archdiocese's
Chapter 11 reorganization plan while maintaining the current non-
default loan interest rate of 5.25%.

The agreement would help the Archdiocese avoid litigation and
immediate payment of $4.65 million, which it owes to Park Bank,
according to court filings.

Prior to its bankruptcy, the Archdiocese established a $6 million
term credit facility with Park Bank.  The archdiocese issued its
$6 million promissory note to evidence the debt, and granted a
mortgage on a Milwaukee real property to secure the debt.

De Sales Preparatory Seminary Inc. guaranteed the Archdiocese's
obligations to Park Bank and, to secure its guaranty, granted a
mortgage and assignment of leases on real property located in St.
Francis, Wisconsin.

During the pendency of its bankruptcy case, the Archdiocese has
only paid accrued interest on its debt to Park Bank.

When the Archdiocese's note matured on Dec. 31, 2012, Park Bank
had the contractual right to demand immediate payment of the
entire note balance.  Park Bank deferred exercise of this right
and allowed the Archdiocese to continue to pay interest only on
the unpaid balance of the note at maturity.

To maintain the status of the loan as a performing loan, it is
important to Park Bank to extend the maturity of its loan to the
archdiocese and document the extension, the archdiocese's
lawyers, Daryl Diesing, Esq., Bruce G. Arnold, Esq., and Francis
H. LoCoco, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee,
Wisconsin, argued in court papers.

                  About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ARCHDIOCESE OF MILWAUKEE: Creditors Panel Balks at Bid for FCR
--------------------------------------------------------------
The official committee of unsecured creditors is blocking efforts
by the Archdiocese of Milwaukee to get court approval of its
application to appoint a legal representative for sex abuse
victims who may file claims against the archdiocese.

The Archdiocese filed the application on May 29 asking the Judge
Susan Kelley of the United States Bankruptcy Court for the
Eastern District of Wisconsin (Milwaukee) to appoint Deloitte
Financial Advisory Services as legal representative.  The
archdiocese said the services to be provided by the firm, which
include estimating the size of and determining the proper
treatment of future claims, would help the archdiocese prepare a
more feasible Chapter 11 plan.

In a court filing, the committee argued the application is
"premature" because the archdiocese has not yet proposed a
reorganization plan, which, the committee, said would be
"unconfirmable" in light of the archdiocese's administrative
insolvency or illiquidity.

The committee further argued the class of creditors described by
the archdiocese in its application cannot be estimated by a legal
representative for future claimants.  The committee also
expressed concern that the appointment of a legal representative
would deprive future claimants of due process because of the
archdiocese's failure to give adequate publication notice.

"The assertion that a future claims representative is necessary
for a more feasible plan is impossible for anyone to evaluate,"
the committee said, adding that the archdiocese has never
presented the committee with anything resembling a term sheet for
a reorganization plan.

                  About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ATP OIL: To Sell Hydrocarbon Production Payment for $15 Mil.
------------------------------------------------------------
ATP Oil & Gas Corporation continues to face significant liquidity
challenges with respect to its day-to-day operations.  Absent an
immediate infusion of funds sufficient to maintain a positive cash
balance and continue its operation, the Debtor will run out of
cash before it is able to successfully close the sale of its
assets -- which is presently expected to occur in late August --
and the material benefits of the sale that the Court has found to
be in the best interests of the estate and its various
stakeholders would likely be lost, relates Charles S. Kelley,
Esq., at Mayer Brown LLP.

Despite its best efforts to seek various alternative sources for
interim funding, and in light of the Debtor's present financial
circumstances and related challenges, the only viable option
presented to the Debtor to obtain the immediate infusion of cash
needed to continue its operations through closing was the proposal
by certain of the DIP Lenders to purchase a hydrocarbon production
payment from the Debtor pursuant to the terms of a Production
Production Payment Agreement -- and a related Conveyance of
Production Payment -- in exchange for the immediate payment
of $15 million to the Debtor, notes Mr. Kelly.

Although certain terms of the Production Payment Agreement remain
the subject of ongoing negotiation, the material terms of are the
Production Payment Agreement are:

  * In exchange for its receipt of the Purchase Price, the Debtor
    will assign to each Buyer party an undivided interest in its
    pro rata share of a production payment which will consist of a
    variable undivided percentage interest in and to certain
    hydrocarbons produced, saved or sold from the Subject
    Interests and result in such Buyer's receipt of certain
    Distribution Amounts.

  * Consistent with the purpose for which the Debtor requires
    these funds (i.e., to meet the budgetary shortfalls necessary
    to reach a closing of the sale), the Debtor has agreed (and
    the Agreement expressly provides that) the $15 million payable
    to the Debtor thereunder will be used for general corporate
    purposes and solely in accordance with the budget through
    August 30, 2013 approved in connection with the Interim Cash
    Collateral Order.

  * Upon the Court's approval, the closing of the transactions
    contemplated by the Production Payment Agreement and related
    transaction documents will occur as soon as practicable
    thereafter and the Purchase Price will be immediately
    available to the Debtor for use in the ordinary course of its
    business and in accordance with the approved budget.

The Debtor, hence, asks the Court to enter an order authorizing it
to immediately enter into the transactions contemplated by the
Production Payment Agreement and consummate the transactions
contemplated as soon as practicable.

These parties filed objections and reservation of rights with
respect to the Debtor's Production Payment Motion:

* Statoil USA E&P Inc. represented by Michael D. Rubenstein  --
   mdrubenstein@liskow.com -- and Joseph P. Hebert --
   jphebert@liskow.com -- at LISKOW & LEWIS

* Nexen Petroleum Offshore U.S.A. Inc. represented by Briana L.
   Cioni, Cliff I. Taylor, Jacob L. Newton, at STUTZMAN, BROMBERG,
   ESSERMAN & PLIFKA A PROFESSIONAL CORPORATION

* Hornbeck Offshore Services, LLC and Odyssea Marine, Inc.
   represented by Robin B. Cheatham and Scott R. Cheatham at Adams
   and Reese LLP

* Macquarie Investments LLC and Macquarie Americas Corp.
   represented by Louis M. Phillips -- lphillips@gordonarata.com
   -- and Courtney S. Lauer -- clauer@gordonarata.com -- at
   GORDON, ARATA, MCCOLLAM, DUPLANTIS & EAGAN, LLC

* NGP Capital Resources Company represented by Rhett G. Campbell
   -- Rhett.Campbell@tklaw.com -- Tye C. Hancock  --
   Tye.Hancock@tklaw.com -- Mitchell E. Ayer --
   Mitchell.Ayer@tklaw.com -- at THOMPSON & KNIGHT LLP

* BP Exploration & Production, Inc. and BP America Production
   Company represented by Philip G. Eisenberg, W. Steven Bryant,
   Brooke B. Chadeayne

* Cameron International Corporation represented by William B.
   Harris at DORE LAW GROUP,P.C.

* Greystar Corporation represented by Tony L. Draper ?
   tdraper@wwmlawyers.com -- Charles B. Walther ?
   bwalther@wwmlawyers.com

* Schlumberger Technology Corporation, M-I, L.L.C., Smith
   International, Inc., Wireline Control Services, LLC, Nabors
   Offshore Corporation, Canrig Drilling Technology, Ltd.,
   Supreme Service & Specialty Co., Inc., Harvey Gulf
   International Marine, LLC, Hornbeck Offshore Services, LLC,
   Expeditors & Production Services, Inc., EPS Cargo Handlers
   Company, EPS Logistics Company, Barry Graham Oil Service,
   L.L.C., Gulf Offshore Logistics, L.L.C., Martin Holdings,
   L.L.C., C-Port/Stone, L.L.C., Offshore Service Vessels, L.L.C.,
   Warrior Energy Services Corporation, Fastorq, L.L.C., Stabil
   Drill Specialties, L.L.C., Workstrings International, L.L.C.,
   Superior Energy Services, L.L.C. d/b/a Superior Completion
   Services, International Marine, LLC, Champion Technologies,
   Inc., Offshore Energy Services, Inc., Frank's Casing Crew and
   Rental Tools, Inc., BEE MAR, L.L.C., Era Helicopters, L.L.C.,
   Greystar Corporation and Bluewater Industries, L.P.
   (collectively, the Statutory Lien Objectors) represented by
   Phil F. Snow -- philsnow@snowspencelaw.com -- Kenneth Green
   -- kgreen@snowspencelaw.com -- at SNOW SPENCE GREEN LLP, and
   Robin B. Cheatham -- robin.cheatham@arlaw.com -- at ADAMS AND
   REESE LLP, S. Ault Hootsell III -- hootsela@phelps.com -- Brian
   D. Wallace -- wallaceb@phelps.com -- Allen C. Miller --
   millera@phelps.com -- at PHELPS DUNBAR LLP, Benjamin W. Kadden
   -- bkadden@lawla.com -- Stewart F. Peck  -- speck@lawla.com
   -- Christopher T. Caplinger -- ccaplinger@lawla.com -- Joseph
   P. Briggett -- jbriggett@lawla.com -- at LUGENBUHL, WHEATON,
   PECK, RANKIN & HUBBARD, Michael D. Rubenstein --
   mdrubenstein@liskow.com -- at LISKOW & LEWIS, Stephen L.
   Williamson, at MONTGOMERY BARNETT, LLP, Tony L. Draper ?
   tdraper@wwmlawyers.com -- at WALKER WILCOX MATOUSEK, LLP
   Elizabeth M. Guffy -- eguffy@burlesonllp.com -- at BURLESON LLP

Frederick D. Hyman and Joshua M. Grenard at Mayer Brown LLP also
represents the Debtor as counsel.

A copy of a notice of filing of a Revised Production Payment
Agreement and related proposed order may be accessed for free at
http://is.gd/qqaGQo

The matter will come before the Court today, July 18, 2013, at
1:30 p.m., for approval.

                         About ATP Oil

Houston, Tex.-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.


ATP OIL: Gets Interim Approval to Sell Deepwater Assets
-------------------------------------------------------
ATP Oil & Gas Corporation obtained interim court approval of its
motion to sell substantially all of its Deepwater Property Assets,
free and clear of claims and liens to Credit Suisse AG, and the
assumption and assignment of certain executory contracts and
unexpired leases, at an initial sale hearing held on June 20-21,
2013.

Judge Marvin Isgur held that the Purchased assets will not include
(a) any assets of the Debtor in Israel, including but not limited
to interests in the Shimshon and Daniel Licenses and any contracts
relating thereto; (b) any assets of the Debtor's subsidiaries in
Israel and the Netherlands, including but not limited to interests
in the Shimshon and Daniel Licenses and any contracts relating
thereto; and (c) any interest of the Debtor in its subsidiaries in
Israel and the Netherlands.

Final Approval of the Sale will be considered by the Court at an
evidentiary hearing to be scheduled by the Debtor on Notice to all
interested parties.  At the Final Sale Hearing, the Court will
consider evidence relating to the approval of the Purchaser.

Judge Isgur held that the final order approving the sale will be
consistent with the proposed order, which reflects all rulings
made by the Court at the Initial Sale Hearing.

A full-text copy of the Interim Sale Order and proposed Final Sale
Order may be accessed for free at http://is.gd/DuqqMV

                         About ATP Oil

Houston, Tex.-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.


ATP OIL: Obtains Interim Order Authorizing Use of Cash Collateral
-----------------------------------------------------------------
ATP Oil & Gas Corporation sought and obtained court approval of
its third emergency motion asking for further authority to use
Cash Collateral.

Judge Marvin Isgur granted the request on an interim basis saying
approval of the motion on a final basis will be considered on the
same date that the Court considers final approval of the sale
pursuant to the Asset Purchase Agreement executed by and between
the Debtor and Credit Suisse AG, as administrative and collateral
agent under the DIP Credit Agreement that was approved by the
Court on an interim basis in June.

The Debtor is authorized to use Cash Collateral pursuant to a
budget for the period beginning June 21, 2013 subject to and
consistent with the terms and conditions of the previous DIP
orders entered by the Court.

"This Order, and the use of Cash Collateral authorized by this
Order, is subject to the protections granted (whether granted to
the DIP Lenders, the Second Lien Indenture Trustee, the Second
Lien holders or other lien holders or any other person) in the
Interim DIP Order, the Final DIP Order, the Amendment No. 2 Order,
the Amendment No. 3 Order, the First Interim Cash Collateral Order
and the Second Interim Cash Collateral Order," ruled Judge Isgur.

A full-text copy of the Interim Order and Budget may be accessed
for free at http://is.gd/DMGt4T

Prior to the Court's entry of its Interim Order, H.B. Rentals,
L.C. filed a limited response and reservation of rights
with respect to the Debtor's Third Emergency Motion.  The Debtor
and H.B. are parties to a Work Order No. MSA-05-049-010, under
which H.B. agreed to furnish all labor, supervision, equipment,
work facilities and materials necessary to rig up and
down equipment for temporary living quarters for the Debtor's East
Cameron Block 299 and West Cameron Block 557 P&A Work.

According to H.B., a total of $206,415.00 presently remains due
and owing by the Debtor for work performed after the Petition Date
under the Work Order. H.B. says it does not object to the Motion,
but reserves its rights to seek relief at a future time should the
Existing Post-Petition Balance not be paid in the near future or
the Debtor does not satisfy any future administrative expense
claims associated with materials, services and labor provided by
H.B. to ATP in connection with the Work Order.

Attorneys for H.B. Rentals are Stewart F. Peck -- speck@lawla.com
-- Christopher T. Caplinger -- ccaplinger@lawla.com -- Benjamin W.
Kadden -- bkadden@lawla.com -- and Joseph P. Briggett --
jbriggett@lawla.com -- at Lugenbuhl, Wheaton, Peck, Rankin &
Hubbard.

                         About ATP Oil

Houston, Tex.-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.


BAKERSFIELD GROVE: Dismissal Hearing Set for Aug. 15
----------------------------------------------------
Bakersfield Grove Limited, LLC, is seeking dismissal of its
Chapter 11 case.  A hearing on the motion to dismiss is set for
Aug. 15, 2013 at 10:30 a.m. at Courtroom 5A, 411 W Fourth St.

Brea, California-based Bakersfield Grove Limited, LLC, filed a
bare-bones Chapter 11 petition (Bankr. C.D. Cal. Case No.
12-13157) on March 12, 2012.  The Debtor, a Single Asset Real
Estate as defined in 11 U.S.C. Sec. 101(51B), has property located
at Panama Lane, in Bakersfield, California.

Judge Erithe A. Smith presides over the case.  Kathy Bazoian
Phelps, Esq., at Danning, Gill, Diamond & Kollitz, LLP.  The
petition was signed by Robert M. Clark, president of managing
member.

Steven M. Speier, the receiver of the Debtor's assets, is
represented by Jeffrey B. Gardner, Esq., and Laurie Chavez, Esq.,
at Barry, Gardner & Kincannon.


BCBG MAX: S&P Lowers Corp. Credit Rating 'CCC-'; Outlook Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Vernon, Calif.-based BCBG Max Azria Group Inc. to
'CCC-' from 'CCC'.  The outlook is negative.

At the same time, S&P lowered the ratings on the company's
$230 million first-lien term loan to 'CCC-' from 'CCC'.  The '3'
recovery rating remains unchanged.

"The ratings on BCBG primarily reflect our view of the increasing
likelihood that the company will enter into a restructuring," said
credit analyst Helena Song.  "Published reports have indicated a
possible debt for equity swap, which we would likely view as a
default. We believe this is the result of the company's weakened
earnings and significant near-term maturities as its amended
first-lien and second-lien term loan are due in the next several
months."

"The negative outlook reflects the high likelihood for a
restructuring within the next six months.  We would likely lower
the debt ratings to 'CC' when the company announces a
restructuring or similar distressed debt exchange.  We would
likely lower the corporate credit rating to 'SD' and the issue-
level rating on the company's $230 million term loan to 'D' when
the restructuring takes place.  Once any restructuring is
completed, we would expect to review our rating on the company
under the new capital structure," S&P added.


BEAR STEARNS: Can Pursue Claim vs. Insurers, Says NY High Court
---------------------------------------------------------------
Marlene Kennedy at Courthouse News Service reported that Bear
Stearns can press its insurers to recover millions of dollars in
costs associated with securities law violations, New York's
highest court ruled.

The one-time broker-dealer, now part of J.P. Morgan, faced
investigation by the U.S. Securities and Exchange Commission in
2003 for trading practices that favored certain customers --
primarily large hedge funds -- in buying and selling mutual fund
shares.  The practices, known as late trading and market timing,
earned big profits for some clients at the expense of others.

When the SEC notified Bear Stearns that it would seek $720 million
in sanctions for wilful violations of securities law, the company
objected, claiming no role in the mutual fund transactions --
other than clearing them -- and no share of the profits that
resulted.

Bear Stearns then proposed its own settlement, without admitting
or denying the agency's findings.  Under that settlement, which
the SEC adopted in 2006, Bear Stearns agreed to pay $160 million
as disgorgement -- return of ill-gotten gains -- and $90 million
in civil penalties.  The money created a $250 million fund to
compensate mutual fund investors whom Bear Stearns allegedly
harmed.

At the same time, Bear Stearns also spent $14 million settling a
number of private class-action lawsuits brought by mutual funds.
It calculated the cost of defending those lawsuits and the SEC
action at $40 million.

Bear Stearns then turned to its insurers to cover the
disgorgement, private settlement and defense costs as losses.

When prime insurer Vigilant Insurance Co. and six excess carriers
denied the claim, J.P. Morgan Securities -- the name Bear Stearns
took after its 2008 acquisition -- sued for breach of contract in
New York County Supreme Court.

Though a judge refused to dismiss the action against the insurers,
the Appellate Division's First Judicial Department in Manhattan
held that, as a matter of public policy, Bear Stearns could not
seek to recoup the $160 million disgorgement.

But the Court of Appeals, New York's highest court, reinstated the
Bear Stearns complaint June 11, 2013, saying the insurers were not
entitled to a dismissal of the coverage claim.  "Although we
certainly do not condone the late trading and market timing
activities described in the SEC order, the insurers have not met
their heavy burden of establishing, as a matter of law on their
CPLR 3211 dismissal motions, that Bear Stearns is barred from
pursuing insurance coverage under its policies," Judge Victoria
Graffeo wrote for the mostly unanimous court.

The opinion notes that insurance contracts, like other agreements,
"will ordinarily be enforced as written" without anyone passing
judgment on their substance.

But insurance contracts have "public policy exceptions" that
prohibit indemnification for punitive damage awards and for
conduct intended to cause injury, according to the ruling.

The court rejected the claim that Bear Stearns triggered the
latter exception by willfully violating securities laws, as the
SEC had found.

"But the public policy exception for intentionally harmful conduct
is a narrow one, under which it must be established not only that
the insured acted intentionally but, further, that it acted with
the intent to harm or injure others," Graffeo wrote.

"The SEC order, while undoubtedly finding Bear Stearns' numerous
securities laws violations to be willful, does not conclusively
demonstrate that Bear Stearns also had the requisite intent to
cause harm," she added.

The insurers also claimed on public policy grounds that Bear
Stearns should not recover any portion of the $160 million
disgorgement.  The opinion notes that other courts have held that
the return of ill-gotten gains does not constitute a "loss" or
"damages" within the meaning of insurance policies.

"Bear Stearns does not disagree with these principles," Graffeo
wrote, "but urges that they do not prohibit coverage here since
the bulk of the disgorgement payment -- approximately $140 million
-- represented the improper profits acquired by third party hedge
fund customers, not revenue that Bear Stearns itself pocketed.

"Put differently, Bear Stearns alleges that much of the payment,
although labelled disgorgement by the SEC, did not actually
represent the disgorgement of its own profits," she added.

But "the SEC order does not establish that the $160 million
disgorgement payment was predicated on moneys that Bear Stearns
itself improperly earned as a result of its securities
violations," according to the ruling.

"Consequently, at this early juncture, we conclude that the
insurers are not entitled to dismissal of Bear Stearns' insurance
claims related to the SEC disgorgement payment," Graffeo added.

Judges Susan Read, Robert Smith, Eugene Pigott and Jenny Rivera
joined the lead opinion.  Chief Judge Jonathan Lippman and Judge
Sheila Abdus-Salaam took no part in the decision.

John Gross, Esq. -- jgross@proskauer.com -- of Proskauer Rose in
New York argued for J.P. Morgan Securities.  Joseph G. Finnerty
III, Esq. -- joseph.finnertyIII@dlapiper.com -- of DLA Piper LLP
(US) in New York represented Vigilant.  Two of the excess carriers
also had counsel: Michael Gioia, Esq. -- mgioia@lcbf.com -- of
Landman Corsi Ballaine & Ford in New York for American Alternative
Insurance Corp., and Edward Kirk, Esq. -- edward.kirk@clydeco.us
-- of Clyde & Co. US in New York for Certain Underwriters at
Lloyd's London.

The American Insurance Association submitted an amicus curiae
brief.

                         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.


BEAR STEARNS: Settles Homebanc Adversary Lawsuit for $3MM
---------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that the Chapter 7
trustee for HomeBanc Mortgage Corp. asked a Delaware bankruptcy
judge to approve a $3.25 million settlement of a $100 million
adversary proceeding it asserted against Bear Stearns & Co. Inc.
over securities repurchase agreements between Bear Stearns and
HomeBanc.

According to the report, the trustee, George L. Miller, said
following a split January ruling on cross-motions for summary
judgment, the parties reached a settlement agreement on the
HomeBanc's remaining cross-claims, Bear Stearns' cross claim and
set-off claims, with Miller retaining his right to appeal the
decision.

                           About HomeBanc

Headquartered in Atlanta, Georgia, HomeBanc Mortgage Corporation
-- http://www.homebanc.com/-- was a mortgage banking company
focused on originating primarily prime purchase money residential
mortgage loans in the Southeast United States.

HomeBanc Mortgage together with five affiliates filed for chapter
11 protection on Aug. 9, 2007 (Bankr. D. Del. Case Nos. 07-11079
through 07-11084).  Joel A. Waite, Esq., at Young, Conaway,
Stargatt & Taylor was selected by the Debtors to represent them in
these cases.  The Official Committee of Unsecured Creditors
selected the firm Otterbourg, Steindler, Houston and Rosen, P.C.
as its counsel.  The Debtors' financial condition as of June 30,
2007, showed total assets of $5.1 billion and total liabilities of
$4.9 billion.

HomeBanc filed a joint consolidated liquidating plan and
accompanying disclosure statement, dated April 30, 2008, but
failed to obtain confirmation of that plan.  HomeBanc subsequently
moved for conversion of its cases to Chapter 7, which was granted
by the Court, effective Feb. 24, 2009.

                        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.


BEAR STEARNS: JPMorgan Wins Round in Dexia SA's Suit
----------------------------------------------------
David McLaughlin, writing for Bloomberg News, reported that
JPMorgan Chase & Co., the biggest U.S. bank, defeated most of a
lawsuit brought by Dexia SA over about $1.6 billion in mortgage-
backed securities it bought before the financial crisis.

U.S. District Judge Jed Rakoff in Manhattan narrowed the case to
five securitization deals from 65 at issue in a complaint brought
by Dexia, according to an order filed on April 4, Bloomberg
related.

Bloomberg further related that Dexia, based in Brussels, sued
JPMorgan in 2012 along with the Bear Stearns and Washington Mutual
businesses JPMorgan acquired, accusing the lender of "egregious
fraud" in the sale of mortgage bonds. Dexia claimed loans backing
securities purchased between 2005 and 2007 were riskier than
promised.

Dexia unit FSA Asset Management LLC said in court papers that
JPMorgan received reports from independent mortgage-loan
underwriters showing that 20 percent to 80 percent of the loans in
samples used for testing didn't meet the underwriting guidelines,
including fraudulent home appraisals or missing documentation,
according to Bloomberg.

"Rather than disclose these known defects to FSAM, defendants
bought and sold massive quantities of defective loans," FSAM said,
Bloomberg cited. "Defendants secretly overrode the independent
loan underwriters' determinations, creating a final, sanitized
version."

Rakoff, Bloomberg added, granted part of JPMorgan's motion for a
pre-trial ruling known as summary judgment. The judge dismissed
claims brought by Dexia and said FSAM can pursue claims related to
five securitizations.

The case is Dexia SA v. Bear Stearns & Co., 12-cv-04761. U.S.
District Court, Southern District of New York (Manhattan).

                         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.


BELLE FOODS: Section 341(a) Meeting Set for Aug. 13
---------------------------------------------------
A meeting of creditors in the bankruptcy case of Belle Foods LLC
will be held on Aug. 13, 2013, at 1:00 p.m.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
meeting of creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                      About Belle Foods

Belle Foods LLC bought 57 stores from Southern Family Markets LLC
in 2012, and put the business into Chapter 11 reorganization
(Bankr. N.D. Ala. Case No. 13-81963) on July 1, 2013, in Decatur,
Alabama.

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

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

D, Christopher Carson, Esq., Brent W. Dorner, Esq., and Marc P.
Solomon, Esq., at Burr & Forman, LLP, represent the Debtor as
counsel.


BELLE FOODS: Has Interim Access to Lenders' Cash Until July 22
--------------------------------------------------------------
On July 12, 2013, the U.S. Bankruptcy Court for the Northern
District of Alabama entered an Agreed Second Interim Order
authorizing Belle Foods, LLC, to use cash collateral of Secured
Lenders C&S Wholesale Grocers, Inc., and Southern Family Markets,
LLC, through and until 5:00 p.m. on Monday, July 22, 2013,
pursuant to a budget.

As of the Petition Date, the Debtor was indebted to the Secured
Lenders in an amount not less than $34,609,449, secured by
substantially all of the Debtor's assets, including cash
collateral.  All cash collected by the Debtor during the Second
Interim Period in excess of the cash needs set forth in the Budget
will be delivered by wire to the Secured Lender on July 22, 2013,
by 4:00 p.m.

As adequate protection for the diminution in value of their
interests in the collateral, including cash collateral, the
Secured Lenders are granted security interests and replacement
liens upon all property of the Debtor (except for causes of
actions under Chapter 5 of the Bankruptcy Code).

The Secured Lenders are also granted an allowed superpriority
administrative expense claim pursuant to Bankruptcy Code section
507(b), subject and subordinate to a carve-out for the payment of
accrued and unpaid allowed professional fees and expenses of
Debtor's professionals to the extent of any existing retainers
currently held by any such professionals, and to the extent of any
line items in the Second Interim Budget for any professional fees.

A copy of the Second Agreed Interim Order is available at:

          http://bankrupt.com/misc/bellefoods.doc108.pdf

                      About Belle Foods

Belle Foods, LLC, bought 57 stores from Southern Family Markets
LLC in 2012, and put the business into Chapter 11 reorganization
(Bankr. N.D. Ala. Case No. 13-81963) on July 1, 2013, in Decatur,
Alabama.

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

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

D, Christopher Carson, Esq., Brent W. Dorner, Esq., and Marc P.
Solomon, Esq., at Burr & Forman, LLP, represent the Debtor as
counsel.


BERGENFIELD SENIOR: Hearing on Bid Procedures on July 29
--------------------------------------------------------
Bergenfield Senior Housing, LLC, asks the U.S. Bankruptcy Court
for the District of New Jersey to enter an order approving bid
procedures for the sale of substantially all of the Debtor's
assets.  Written objections to the motion must be filed by
July 22, 2013.  The hearing on the motion is scheduled to be held
on July 29, 2013, at 10:00 a.m.

The motion was filed by:

         Aaron S. Applebaum, Esq.
         Barry D. Kleban, Esq.
         McELROY, DEUTSCH, MULVANEY & CARPENTER, LLC
         Three Gateway Center
         100 Mulberry Street
         Newark, NJ 07102
         Tel: (302) 300-4515
         Fax: (302) 654-4031
         E-mail: aaplebaum@mdmc-law.com

                 About Bergenfield Senior Housing

Bergenfield Senior Housing, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D.N.J. Case No. 13-19703) in Newark, New Jersey,
on May 2, 2013.  Nicholas Rotonda signed the petition as
member/manager.  Judge Morris Stern presides over the case.
Aaron Solomon Applebaum, Esq., and Barry D. Kleban, Esq., at
McElroy, Deutsch, Mulvaney & Carpenter, LLP, represent the Debtor
as counsel.

In its schedules, the Debtor disclosed $14,061,100 in assets and
$19,957,026 in liabilities as of the Petition Date.

The Bergenfield, New Jersey-based debtor is a single asset real
estate under 11 U.S.C. Sec. 101(51B) and said total assets and
debts exceed $10 million.  The Debtor operates and wholly owns a
90-unit residential apartment building located at 47 Legion Drive,
Bergenfield, New Jersey.

The Debtor's primary secured creditor is Boiling Springs Savings
Bank.  The Debtor is indebted to Boiling Springs on account of two
promissory notes, both of which are secured by mortgages on the
Property.  Boiling Springs' first-position mortgage secures
indebtedness in the total amount of $12.02 million and the second-
position mortgage secures indebtedness of $575,000.


BERNARD L MADOFF: 2nd Circ. Won't Revive Feeder Fund Suit
---------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that the Second
Circuit on Tuesday upheld the dismissal of a class action against
an investment firm that forwarded assets to feeder funds of
Bernard L. Madoff Securities LLC, finding the suit failed to
identify any material misrepresentation or omission by the firm
that would constitute fraud.

According to the report, a three-judge panel for the appeals court
held that fraud claims alleged by investor David B. Newman and
affiliates against Family Management Corp., its top executives and
others fall flat.

                      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.


BLUE SPRINGS: Still Awaiting Exit Loans; Plan Date Moved Again
--------------------------------------------------------------
A Notice of Third Extension of Effective Date of Blue Springs Ford
Sales, Inc.'s confirmed Amended Plan of Reorganization has been
filed by the Debtor, which extends the Effective Date of the Plan
until July 22, 2013.

According to papers filed with the U.S. Bankruptcy Court for the
Western District of Missouri, the Debtors are awaiting exit
financing documents from Bank Midwest who has stated they will
provide them to the Debtor this week.

As reported in the Troubled Company Reporter on June 20, 2013, the
Court confirmed the Amended Plan on June 10 after determining
that the Plan satisfies the confirmation requirements under
Section 1129 of the Bankruptcy Code.  The Plan contemplates the
Debtor continuing its business operations without significant
change and retaining its existing management.

Under the Plan:

   * Creditors holding allowed administrative expense claims and
creditors holding allowed priority tax claims will be paid in
full.

   * Secured creditors holding allowed secured claims will be paid
in full according to their existing loan documents, except for
modifying various maturity dates and, in some cases, interest
rates, to "fit" with Reorganized Debtor's anticipated financial
condition for the balance of those loans.

   * Holders of general unsecured trade creditor claims will be
paid in full and receive cash, with interest accruing at the
Applicable Post-Judgment interest rate, in equal quarterly
payments commencing on the Distribution Date and continuing on the
Periodic Distribution Dates until the two year anniversary of the
Effective Date.

   * Holders of general unsecured tort claims, which remain
disputed and unliquidated, will receive cash, with interest
accruing at the Application Post-Judgment Interest rate in equal
quarterly payments commencing on the Distribution Date and
continuing on the Periodic Distribution Dates until the second
anniversary of the Effective Date in the total amount of $50,000.

   * Holders of allowed general unsecured gift card/coupon claims
will receive a gift card in the face amount of their allowed
claim.  The gift card must be redeemed by June 1, 2014.  The gift
card will be non-transferrable.

   * Holders of general unsecured insider claims will receive cash
with interest accruing at the Applicable Post-Judgment Interest
Rate in equal quarterly interest-only payments commencing 12
months from the Distribution Date and continuing on the Periodic
Distribution Dates until the 10th anniversary of the Confirmation
Date.

   * Holders of equity securities in the Debtor will retain their
equity securities in the Reorganized Debtor.

                        Blue Springs Ford

Blue Springs Ford Sales, Inc. -- http://www.bluespringsford.com/
-- is a Ford dealer, serving Blue Springs in Missouri.  A jury
verdict assessing actual damages of $171,500 and punitive damages
in the amount of $1.75 million (54 times the actual damages)
prompted Blue Springs Ford to seek Chapter 11 protection.  The
judgment was on account of a suit filed by a customer in Circuit
Court of Jackson County, Missouri, under a variety of legal
claims, including, but not limited to, the company's alleged
failure to adequately disclose a full detailed vehicle history
report in connection with a sale of a used Ford.

Blue Springs Ford filed a Chapter 11 petition (Bankr. D. Del. Case
No. 12-10982) on March 21, 2012, listing $10 million to $50
million in assets and debts.  The Debtor is represented by Michael
M. Tamburini, Esq., James E. Bird, Esq., and Andrew J. Nazar,
Esq., at Polsinelli PC, in Kansas City, Missouri.  Donlin
Recano & Company Inc. serves as the Debtor's claims agent.

Eric L. Johnson, Esq., at Spencer Fane Britt & Browne, in Kansas
City, Mo., represents the Debtor as special conflicts counsel,

Delaware Bankruptcy Judge Mary F. Walrath in a March 28 order
transferred the case's venue following an oral motion by the
judgment, creditors Kimberly and Michael von David, at a March 23
hearing.  The case was transferred to the U.S. Bankruptcy Court
Western District of Missouri Court (Case No. 12-41176) and
assigned to the Hon. Jerry W. Venters.


BLYTH INC: S&P Withdraws 'B+' Corp. Credit & Sr. Unsec. Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Blyth
Inc., including its 'B+' corporate credit and senior unsecured
issue-level ratings. Blyth is a Connecticut-based designer and
marketer of scented and unscented candles, seasonal decorations,
household convenience items, personalized gifts, and weight
management products.

S&P withdrew all of its ratings after Blyth repaid the remaining
balance on its $100 million 5.5% senior notes due 2013 with
proceeds from a $50 million 6.0% senior notes offering (unrated)
and available funds.


CAPITOL BANCORP: Bidding Procedures for Sale of Units' Stock OK'd
-----------------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Capitol Bancorp's motion for an order approving the (A) model form
of purchase agreement and omnibus bidding procedures and (B) form
and manner of notice of (i) sale of stock in subsidiary banks and
certain other assets and (ii) assumption and assignment of certain
executory contracts and granting related relief.

According to the report, this order approves the initial minimum
overbid requirement, the possibility of a stalking horse bidder
fee and bidding increments of no less than $100,000.

The order asserts, "Under the circumstances, and particularly in
light of the extensive prior marketing of the Banks and the Other
Purchased Assets, the model Purchase Agreement and the Bidding
Procedures constitute a reasonable, sufficient, adequate, and
proper means to pursue the Sale(s) of the Banks and the Other
Purchased Assets." As previously reported, "The Debtors request
authority to distribute proceeds of the sale(s) into an escrow
account to be disbursed to one or more of the Debtors' under-
capitalized subsidiary banks, if and as may be required by the
Federal Deposit Insurance Corporation."

                       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.


CAROLINA BEER: S&P Assigns 'B-' Rating to $120MM Sr. Secured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Mooresville, N.C.-based Carolina Beer & Beverage
Holdings LLC.  The outlook is positive.

In addition, S&P assigned its 'B-' issue-level rating to Carolina
Beverage Group LLC's proposed $120 million senior secured notes
due 2018, issued under Rule 144A without registration rights.  The
recovery rating is '4', indicating S&P's expectation for average
(30% to 50%) recovery in the event of a payment default.  S&P do
not rate the company's proposed new $25 million five-year
revolving credit facility.

For analytical purposes, S&P views Carolina Beer & Beverage Group
LLC and its wholly owned operating subsidiary, Carolina Beverage
Group LLC, as one economic entity.

"The ratings on Carolina reflect our opinion that the company's
business risk profile is "vulnerable" and financial risk profile
is "highly leveraged."  Key credit factors in our business risk
assessment include the company's narrow business focus, small
size, as well as customer, geographic, and manufacturing
concentration, and the risks associated with pursuing a rapid
growth policy.  "We believe the company is highly dependent on
demand for energy drinks, a category that has recently experienced
negative publicity, which may result in increased regulation and
reduced demand," said Standard & Poor's credit analyst Jean Stout.

Standard & Poor's views Carolina's financial risk profile as
highly leveraged.  "It is our opinion that the company's financial
policy is aggressive, reflecting its controlling ownership by a
financial sponsor and its relatively high level of debt, including
the debt financing the shareholder distribution," said Ms. Stout.
(Carolina is a private company and does not publish financial
statements publicly.)

The outlook on Carolina is positive.  The company has grown
rapidly during the past one to two years.  S&P could raise the
rating one notch to 'B' if the company expands its revenue and
customer base, generates positive free cash flow annually (despite
ongoing reinvestment in its business, including opening the second
manufacturing facility), and reduces leverage to a level
commensurate with a higher rating.


CAROLINA BEVERAGE: Moody's Assigns 'B3' CFR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service assigned a B3 first time Corporate
Family Rating to Carolina Beverage Group, LLC and a Caa1 (LGD 4,
62%) rating to its proposed $120 million bond issuance. The
outlook is stable.

Proceeds from the bond offering will be used to refinance debt and
fund a large cash distribution to stockholders including the
private equity sponsor, SunTx Capital Partners. The notes will be
secured by a second lien on substantially all of CBG's and the
guarantors' assets. Each existing and future subsidiary will
guarantee the notes and the credit facility. The notes' collateral
and guarantees will be contractually subordinated to a new $25
million revolving credit facility (unrated).

Ratings Rationale:

CBG's B3 corporate family rating reflects its small scale as a
beverage co-packer with approximately $100 million revenue in
fiscal year 2012, and significant customer concentration as the
company's top two customers accounted for approximately 90% of
CBG's sales. Magnifying the customer concentration risk, the
energy drink category has been subject to ongoing negative press
and lawsuits alleging that energy drinks pose a major health risk.
The B3 rating further reflects the company's current limited
geographic diversity, capacity constraints, relatively high
financial leverage following a large sponsor dividend, and high
capital spending required to build out a new manufacturing plant
in Fort Worth, Texas. The increase in capital spending immediately
following the large sponsor dividend will weaken liquidity and
will delay the company's ability to de-lever. However the
expansion will also improve the company's geographic
diversification and help alleviate capacity constraints which
should support revenue growth

The B3 rating is supported by the company's strong profit margins
and its solid position in the high-growth energy drink category in
North America. Additionally, competitive barriers to entry are
significant because CBG's numerous types of filling technologies
and twenty plus types of container formats and sizes support the
unique bottling and fill demands of its customers. The company's
top two customers would likely incur material restructuring costs
if they terminated their relationship with CBG. While capacity
remains a challenge due to fast paced demand growth, the new Texas
manufacturing facility has the potential to more than double CBG's
case volume capacity.

The company's liquidity profile is adequate. Moody's expects that
CBG will have sufficient cash flow over the next twelve months to
meet its basic cash needs including working capital and
maintenance capital expenditures. However, internal cash flow will
not necessarily be sufficient to meet these needs in each quarter.
Furthermore, CBG will need to rely on its $25 million revolving
credit facility to meet the capital spending needs required to
build out the new Texas manufacturing plant.

The stable outlook reflects Moody's expectation that CBG's small
scale and high customer concentration will limit upward rating
momentum for some time. However, Moody's expects that credit
metrics will improve after the plant expansion and that debt to
EBITDA, which is around five times pro forma for the transaction,
will decline to the mid-four times range in the next twelve-to-
eighteen months.

The rating may be upgraded if the company gains greater scale, as
well as greater customer and geographic diversification. An
upgrade would also require CBG to sustain positive free cash flow
and de-lever such that debt/EBITDA is sustained below 4.0 times
and EBIT to interest exceeds 2.0 times.

A downgrade could occur if operating performance deteriorates such
that sales growth weakens materially, free cash flow is negative,
debt to EBITDA is sustained materially above 5.5 times, or EBIT to
interest approaches one times. Aggressive shareholder returns,
debt-financed acquisitions, a loss of a key customer, or weakened
liquidity could also lead to a downgrade.

The following ratings were assigned:

  Corporate family rating at B3

  Probability of default rating at B3-PD

  Secured second lien notes at Caa1 (LGD-4, 62%)

Carolina Beverage Group, LLC is a leading manufacturer of
specialty and functional beverages in North America. Its two
largest customers constitute approximately 90% of CBG's volume.

The principal methodology used in this rating was the Global Soft
Beverage Industry published in May 2013. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


CASH STORE: Faces Class Action in Quebec Over Internal Controls
---------------------------------------------------------------
The Cash Store Financial Services Inc. on July 16 disclosed that a
proposed class action proceeding has been commenced in Quebec
against the Company and certain of its present and former
directors and officers.  The claim is substantially similar to the
recently announced proposed class action proceedings in New York,
Alberta and Ontario and the previously disclosed complaint filed
by Globis Capital Partners L.P.

The plaintiffs allege, among other things, that the Company made
misrepresentations during the period from November 24, 2010 to
May 24, 2013 regarding the Company's internal controls and
financial reporting and the third-party loan portfolio
acquisition.

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

The Company acknowledges that substantially similar class actions
may continue to be commenced in Alberta, Ontario, New York and
Quebec, as well as other jurisdictions.  To the extent that such
substantially similar proceedings are commenced, the Company will
provide disclosure in its quarterly and annual filings.

                   About Cash Store Financial

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

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

Cash Store Financial employs approximately 1,900 associates.

                          *     *     *

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

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

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


CHASSIX INC: Moody's Assigns 'B3' CFR, Stable Outlook
-----------------------------------------------------
Moody's Investors Service assigned ratings to Chassix, Inc.
Corporate Family Rating at B3, and Probability of Default Rating
at B3-PD.

Chassix is a newly formed intermediate holding company which
comprises the operations of Diversified Machine Inc. and Concord
International, Inc. The existing ratings of DMI and its parent UC
Holdings, Inc. (CFR at B3) are unaffected by the action. In a
related action, Moody's assigned a B3 rating to the new $325
million senior secured note to be issued by Chassix. The rating
outlook is stable.

The new note will be used to refinance existing debt at DMI and
Concord (the old debt facilities), pay related fees and expenses,
and provide a small amount of cash on hand. Following successful
completion of the refinancing transaction, the ratings of UC
Holdings, Inc. and DMI will be withdrawn.

DMI and Concord manufacture, cast, machine and assemble fully-
engineered chassis and powertrain components and modules for
leading automotive OEMs and Tier 1 suppliers. Affiliates of
Platinum Equity Advisors, LLC are the equity sponsors of the
company.

The following ratings were assigned:

Chassix, Inc.

  Corporate Family Rating, B3;

  Probability of Default, B3- PD;

  B3 (LGD4, 56%) to the $325 million senior secured note.

The following ratings are unchanged.

UC Holdings, Inc.

  Corporate Family Rating, B3;

  Probability of Default, B3-PD;

Diversified Machine, Inc. (with Concord International, Inc. and
certain other UC Holdings, Inc. subsidiaries as co-borrowers):

  B3 (LGD4, 53%) to the $237 million senior secured term loan
  facility.

The ratings for UC Holdings and Diversified Machine, Inc. will be
withdrawn upon completion of the refinancing.

Ratings Rationale:

Chassix's B3 CFR reflects the company's high leverage and weak
operating performance as management continues its efforts to
correct underperforming operations and integrate the Concord
facilities which were acquired in 2012. Chassix has initiated a
number of restructuring and integration initiatives, but the full
financial benefit of these actions has not been realized in
reported results. Even after backing out certain one-time costs
and considering the benefits of anticipated synergies, Moody's
believes that Chassix's EBITA margin was in the low single digit
range for the LTM period ended March 31, 2013. Supporting an
improvement in Chassix's operating performance over the
intermediate-term is Moody's expectation of continued growth in
North American automotive demand and the realization of further
benefits from restructuring actions. The current refinancing also
is expected to provide the company with additional operating
flexibility through the paydown of outstandings under the asset
base revolving credit facility.

The stable rating outlook continues to reflect Moody's expectation
that stronger profitability consistent with the assigned rating
will be supported by the realization of restructuring and
integration initiatives combined with improved availability under
the asset based revolving credit facility.

Chassix is anticipated to have an adequate liquidity profile over
the next twelve months supported by the $115 million asset based
revolving credit facility (which is expected to increase to $125
million in connection with the recapitalization) and cash on hand.
Following the company's balance sheet recapitalization, borrowings
under the asset based revolver are expected to be repaid,
supporting borrowing base availability, estimated to be about $112
million as of March 31, 2013. The financial covenants under the
revolving credit facility are a springing fixed charge coverage
ratio of 1.0x when availability falls below the greater of 10% of
commitments or $7.5 million for five consecutive days. The senior
secured note will not have financial maintenance covenants.
Moody's believes Chassix's ongoing efforts to improve operating
inefficiencies and drive synergies between the DMI and Concord
operations will result in a modest use of cash over the near-term.
Yet, the company's cash balances and credit availability are
expected to support operating flexibility.

The rating outlook could improve if Chassix successfully
demonstrates that the manufacturing issues at certain DMI
facilities have been cured and the implementation of synergy
programs result in improving profit margins while generating
positive free cash flow. A positive rating action could result if,
absent pro forma adjustments, EBITA margin improves above 6% on an
LTM basis, debt/EBITDA is sustained below 4x, and EBIT/Interest
approaches 2x.

The outlook or rating could be lowered if Chassix's cost
improvement actions do not demonstrate a return of operating
performance where EBITA margins are approaching 5%, if North
American automotive demand deteriorates resulting in the
expectation that EBITA/interest will be sustained below 1.5x or
Debt/EBITDA will be sustained above 5x, or a deterioration in
liquidity.

The principal methodology used in this rating was the Global
Automotive Supplier Industry Methodology published in May 2013.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Chassix, Inc. is the parent holding company for the combined
operations of Diversified Machine, Inc. and Concord International,
Inc. DMI and Concord manufacture, cast, machine and assemble
fully-engineered chassis and powertrain components and modules for
leading automotive OEMs and Tier 1 suppliers. Chassix, Inc. is a
wholly-owned subsidiary of affiliates of Platinum Equity Advisors,
LLC.


COOPER-BOOTH: Can Employ Barney Snyder as Special Counsel
---------------------------------------------------------
Cooper-Booth Wholesale Company, L.P., sought and obtained approval
from the U.S. Bankruptcy Court to employ Barley Snyder as special
counsel.

The Debtor requires Barley to be employed postpetition as special
collection counsel to take any and all steps necessary to collect
receivables owed to the Debtor's estate.  As of the petition date,
the firm is owed the approximate amount of $417 on account of
prepetition legal services.  On or within 90 days of the Petition
Date, Barley received no payment from the Debtor.

Any and all compensation to be paid to Barley for services
rendered on the Debtor's behalf shall be fixed by application to
the bankruptcy court in accordance with the administrative order
establishing procedures for allowance and payment of interim
compensation and reimbursement of expenses to professionals dated
May 23, 2013.

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

The application was submitted by general bankruptcy counsel Robert
w. Seitzer, Esq., at Maschmeyer Karalis P.C.

                  About Cooper-Booth Wholesale

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

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

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

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


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

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

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

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

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

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

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

                   About Cooper-Booth Wholesale

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

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

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

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


CORELOGIC INC: Moody's Rates New $1.15-Billion Debt 'Ba1'
---------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to CoreLogic,
Inc.'s proposed $600 million senior secured Term Loan A due 2018
and $550 million revolving credit facility due 2018. Moody's also
revised the senior unsecured notes rating to B1 from Ba3 and the
speculative grade liquidity rating to SGL-2 from SGL-1. All other
ratings, including the Ba2 corporate family rating, remain
unchanged. The outlook is maintained at stable.

The proceeds from the new debt will be used primarily to fund the
acquisition of the Marshall and Swift/Boeckh (MSB) and DataQuick
businesses from Decision Insight Information Group (combined
purchase price of $661 million) and to repay over $325 million of
existing bank debt. The Baa3 ratings on the existing revolver and
term loan will be withdrawn upon closing of the financing
transaction.

Ratings Rationale:

CoreLogic's Ba2 CFR reflects Moody's expectation that adjusted
debt to EBITDA will drop to below 3 times by the end of 2014. The
stable outlook considers Moody's view that CoreLogic's profits and
cash flows will remain steady (e.g., annual free cash flow above
$250 million) through 2014 and that financial policies will be
disciplined until the acquisitions are well integrated.

Despite the potential for a 20 to 30% decline in 2014 mortgage
originations due to waning refinancing activity, Moody's expects
CoreLogic to continue to improve its overall operating performance
from the growth of data analytics (e.g., risk and fraud analytics)
and ongoing market share shifts from in-house processors.

The lowering of the senior unsecured notes rating reflects the
higher relative proportion of senior secured debt in the capital
structure given the proposed refinancing of the credit facilities
(incremental secured debt of about $650 million upon close of the
transaction). The SGL-2 rating incorporates the impact of
increased acquisition spending on cash balances and revolver
usage. Moody's expects cash to drop to around $100 million while
revolver usage will increase to $375 million pro forma for the
close of the acquisitions.

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

Ratings assigned:

  Revolving credit facility -- Ba1 (LGD 2, 27%)

  Term Loan A -- Ba1 (LGD 2, 27%)

Ratings revised:

Senior Notes due 2021 -- B1 from Ba3 (LGD 5, 86% from LGD 5,
  80%)

Speculative Grade Liquidity Rating -- SGL-2 from SGL-1

Ratings to be withdrawn:

Senior Secured Revolving Credit Facility -- Baa3 (LGD 2, 20%)

Senior Secured Term Loan -- Baa3 (LGD 2, 20%)

Ratings unchanged:

Corporate Family Rating -- Ba2

Probability of Default Rating -- Ba2-PD

The rating outlook is stable.

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

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


DETROIT, MI: Willing to Lift Restraining Order in Syncora Suit
--------------------------------------------------------------
Hilary Russ, writing for Reuters, reported that the nearly
bankrupt city of Detroit disclosed in a court filing on Monday
that it agreed to dissolve a court order blocking bond insurer
Syncora Guarantee from limiting the city's access to millions of
dollars of monthly casino tax revenue.

According to the report, the insolvent city sued Syncora earlier
this month after the insurer allegedly told U.S. Bank, which
controls the casino funds that were used as collateral in
negotiations with creditors, not to release up to $11 million a
month to Detroit, the suit claims.

The city won a temporary restraining order that barred Syncora
from interfering with Detroit's access to the revenue, the report
said.

Detroit and its state-appointed emergency manager, Kevyn Orr,
notified Syncora on Friday that they were willing to lift the
order, according to Monday's court filing, the report related.

That same day, the city reached in principal "an important
settlement" with unidentified creditors that is expected to be
executed later on Monday, the city's court filing said, the report
added.


DETROIT, MI: Creditors Get New Worry in Alabama Fee Ruling
----------------------------------------------------------
Steven Church, writing for Bloomberg News, reported that Detroit
bondholders may have a new worry after a judge ruled that
Jefferson County, Alabama, could have paid legal bills for its
bankruptcy from cash that was going to pay warrant holders owed $3
billion.

According to the report, the ruling should concern bond investors
whose revenue was previously protected from use by municipalities,
said R. Dale Ginter, a bankruptcy lawyer at Downey Brand LLP in
Sacramento, California.  It may force those bondholders to
reconsider waging an extensive legal fight to protect their
interests, said Mr. Ginter, who represented retirees in the
bankruptcy of Vallejo, California.

"It puts a lot of leverage in favor of the debtor," Mr. Ginter
said, the report cited.  "It puts bondholders in the position of
paying for both sides of their litigation."

The ruling could apply to any municipal bankruptcy with debt being
paid by pledged revenues such as parking fees, airport lease
payments or water and sewer charges, Mr. Ginter said, the report
related.  Detroit is in talks to get bondholders and current and
former city workers to accept $2 billion in exchange for wiping
out the $11.5 billion they may be owed.  Kevyn Orr, Detroit's
emergency financial manager, said he may put the city into
bankruptcy if they can't strike a deal.

Detroit has about $5.4 billion worth of water and sewer bonds that
Orr has said would be paid in full under the city's reorganization
proposal, the report said. Orr, 55, is aware of the Alabama ruling
and has no plans to dip into water and sewer funds to pay legal
fees, Bill Nowling, his spokesman, said in an e-mail last week.


DETROIT, MI: Pension Funds File Lawsuit to Block Bankruptcy
-----------------------------------------------------------
The General Retirement System of the City of Detroit and the
Police and Fire Retirement System of the City of Detroit on
July 17 disclosed that they have initiated a civil action against
City of Detroit Emergency Manager Kevyn Orr and Governor Rick
Snyder in the Ingham County Circuit Court, Lansing, Michigan.

In the suit, the Retirement Systems challenge the authority of the
Emergency Manager and the Governor to authorize bankruptcy
proceedings for the City of Detroit that would in any way impair
the accrued financial benefits of the Retirement Systems' plan
participants and beneficiaries, said benefits being protected by
Article IX, Section 24 of the Michigan Constitution of 1963.  By
allowing any such impairment, the lawsuit asserts that the
Emergency Manager and the Governor would be in violation of their
respective oaths of office, which, pursuant to Article XI, Section
1 of Michigan's Constitution, require them to support and uphold
the Michigan Constitution.

The Retirement Systems remain fully committed to working
cooperatively with the Emergency Manager in his efforts to address
the financial condition of the City and have fully cooperated with
the Emergency Manager and his team of professionals to date.
However, the Trustees of the Retirement Systems are charged by law
to make decisions and take appropriate actions that are solely in
the best interests of the plan beneficiaries.  The protections of
Article IX, Section 24 of the Michigan Constitution represent the
express will of the people of the State of Michigan and these
protections cannot be subverted by a bankruptcy filing.

"The recent statements regarding an imminent bankruptcy filing, as
well as the filing approximately one week ago in Ingham County
Circuit Court of similar claims, prompted the Retirement Systems
to take more immediate action," said Ron King, a Clark Hill
attorney representing both of the Retirement Systems.

The Retirement Systems have asked the Court for a declaratory
judgment that would prevent either the Emergency Manager or the
Governor from taking any action which would contravene the
protections of Article IX, section 24 of the Michigan
Constitution.


EAGLE RECYCLING: Cohnreznick LLP Approved as Financial Advisors
---------------------------------------------------------------
The U.S. Bankruptcy Court authorized Eagle Recycling Systems to
employ CohnReznick LLP as financial advisors.

As reported by the Troubled Company Reporter on May 15, 2013,
CohnReznick LLP is expected to among other things, provide these
services:

a) gain an understanding of the Debtors' corporate structure,
   related parties and status of books and records and reporting
   systems;

b) assist the Debtors in the preparation of short and long term
   projections (Balance Sheet, Profit and Loss and Cash Flows)
   through analysis of historical financial statements and
   financial information, inquiries to management and
   analysis of historical information including the reasonableness
   of projected margins, accounts payable and expense levels, if
   necessary; and

c) assist the Debtors in the preparation of a 13-week cash flow
   forecast and budget, and other similar financial documents or
   presentations as this case progresses.

CohnReznick received a total retainer of $40,000 on account of
such services from the Debtors during the prepetition period.

CohnReznick billed the Debtors $21,249 for contemporaneous
services rendered and disbursements and other charges incurred
pre-petition (all in accordance with the terms and conditions of
the Debtors' pre-petition engagement letter with CohnReznick dated
April 14, 2013), leaving a balance of $18,751 to be utilized as a
retainer for professional services rendered and charged and
disbursements incurred by CohnReznick on the Debtors' behalf after
the Petition Date.

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

                   About Eagle Recycling Systems

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

The Debtor disclosed $7,683,092 in assets and $13,155,098 in
liabilities as of the Chapter 11 filing.

No committee has been appointed in the Chapter 11 cases.


EAGLE RECYCLING: Saiber LLC Approved as Bankruptcy Counsel
----------------------------------------------------------
The U.S. Bankruptcy Court authorized Eagle Recycling Systems to
employ Saiber LLC as counsel.

As reported by the Troubled Company Reporter on May 15, 2013,
Saiber commenced performing legal services for the Debtors in
connection with the filing of the chapter 11 case in February
2013, and received a $50,000 retainer from Eagle Recycling in
March 2013.  On April 8 and 18, 2013, the total sum of $40,389 was
applied against the initial retainer for prepetition services
performed on behalf of the Debtors.  Also on April 18, Saiber
received an additional retainer of $50,000, plus $2,426 for filing
fees ($1,213 each of the Debtors' respective Chapter 11
petitions), from Eagle Recycling.

Saiber is currently holding $59,611 as retainer, which includes
the remaining balance of $9,611 from the initial $50,000 retainer
($50,000 - $40,389 = $9,611), plus the $50,000 additional retainer
received on April 18, 2013.  This amount is held by Saiber in its
attorney trust account as a retainer to be applied, subject to
Court approval, to fees and expenses incurred subsequent to the
Petition Date.

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

                   About Eagle Recycling Systems

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

The Debtor disclosed $7,683,092 in assets and $13,155,098 in
liabilities as of the Chapter 11 filing.

No committee has been appointed in the Chapter 11 cases.


EAGLE RECYCLING: Scarinci Hollenbeck Okayed as Regulatory Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
authorized Eagle Recycling Systems, Inc. et al., to employ
Scarinci Hollenbeck, LLC, as special counsel to perform regulatory
and corporate legal services.

According to the Debtors, for the last two years Scarinci
Hollenback represented the Debtors in various matters involving
the New Jersey Department of Environmental Protection, the United
States Environmental protection Agency, the U.S. Occupational
Safety and Health Administration, the Hudson County Regional
Health Department and the Township of North Bergen in matters
relating to the permitting and licensure necessary to operate the
Solid Waste Transfer and Materials Recovery Facility (MRF),
including obtaining the required Air permit for the MRF.

To the best of the Debtors' knowledge, Scarinci Hollenback has no
adverse interest.  It is noted that Scarinci Hollenback was owed
$65,195 on account of prepetition services.  Scarinci received
$42,427 prepetition.  It also received a $30,000 retainer on April
16, 2013.

                   About Eagle Recycling Systems

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

The Debtor disclosed $7,683,092 in assets and $13,155,098 in
liabilities as of the Chapter 11 filing.

No committee has been appointed in the Chapter 11 cases.


EASTMAN KODAK: Gets Moody's B3 CFR After Emerging From Bankruptcy
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and B3-PD Probability of Default Rating to Eastman Kodak Company.
Concurrently, Moody's assigned a B1 rating to the company's
proposed $420 million first lien senior secured term loan and a B3
rating to the company's proposed $275 million second lien senior
secured term loan.

Proceeds from the term loans and the new $200 million asset-based
liquidity ("ABL") revolving credit facility (unrated) are expected
to be used to refinance the company's existing debtor-in-
possession ("DIP") facilities and pay related expenses upon
emergence from bankruptcy expected later this quarter. The rating
outlook is stable. Moody's also assigned a SGL-2 liquidity
assessment to the company indicating good liquidity.

The following ratings have been assigned subject to the review of
final documentation:

  Corporate Family Rating of B3

  Probability of Default Rating of B3-PD

  $420 million first lien senior secured term loan B1 (LGD2-24%)

  $275 million second lien senior secured term loan B3 (LGD3-44%)

  Short Term Liquidity - SGL-2

The rating outlook is stable

Ratings Rationale:

The primary businesses of the reorganized Kodak will focus on
serving customers in the commercial imaging and printing
industries, while the Personalized Imaging and Document Imaging
units are to be sold to Kodak's UK pension trustee as part of the
Chapter 11 restructuring. Moody's believes that Kodak's
reorganization around its core commercial imaging and printing
businesses provide it with the most promising opportunity to
resume revenue growth. However, the company's turnaround may be
hampered if the new products and services do not replace the
revenue and cash flow contribution of Kodak's end of life
entertainment imaging and consumer ink-jet businesses.

The uncertainty about the near-term outlook is clouded by the
long-term challenges facing the company's major customers amid the
ongoing decline of printed materials. Although the company
improved its debt capital structure, as the Chapter 11 process
eliminated about $3 billion of Kodak's pre-bankruptcy liabilities
(including pension underfundings), there is limited visibility in
whether the company has sufficiently stabilized its operations and
cut expenses as part of its bankruptcy reorganization to stem
further weakening of its financial condition. Moody's estimates
Kodak's adjusted debt/EBITDA leverage to be about 9.7x immediately
post-emergence, but that figure could drop over the next few
years, as the surviving net pension liabilities fall away and the
company further reduces its lease commitments.

Moody's expects that Kodak will maintain a good liquidity profile
during the next 12 to 18 months supported by high cash balances
($1.2 billion at March 31, 2013, although the substantial portion
is outside of the US), modest cash flow from operations ("CFO"),
the expectation that working capital swings will be managed
prudently, and lack of near term debt maturities. The company will
exit Chapter 11 with a $200 million ABL revolver. Moody's does not
expect the ABL to be drawn, but expects it to be largely used to
support the company's letters of credit issuance over time.
Further, Moody's believes covenant headroom to the proposed
covenants in the ABL revolving facility will be sufficient.

The B1 rating on the proposed $420 million first lien senior
secured term loan reflects both the overall probability of default
of the company, to which Moody's assigns a Probability of Default
Rating of B3-PD, and a loss given default of (LGD 2, 24%). The
rating reflects its first priority lien on all property and assets
(excluding current assets) and a second priority lien on all
current assets securing Kodak's $200 million ABL revolver. The B3
rating on the proposed $275 million second lien senior secured
term loan reflects its second priority lien on all property and
assets (excluding current assets) and a third priority lien on all
current assets securing the ABL. Further, the term loans benefit
from upstream guarantees of the borrower's present and future
direct and indirect domestic subsidiaries and pledge of stock of
international subsidiaries. The ratings assigned to the
instruments are one notch lower than the output of Moody's Loss
Given Default Model. This is because using the expected post-
emergence pension fund obligation provides rating uplift to the
secured debt, and Moody's expects the company's pension obligation
will decline substantially from a combination of plan assets
growing faster than pension liabilities, as well as the likely
increase in the discount rate used to calculate the liabilities.

The stable outlook reflects Moody's expectation that Kodak's
operating performance will improve modestly following its
emergence from bankruptcy despite the prospect for further revenue
declines in 2013.

To be upgraded, Kodak will need to generate revenue growth, with
healthy conversion to free cash flow, and demonstrate propensity
for further deleveraging such that adjusted debt/EBITDA falls
below 5.5 times on a consistent basis and that EBIT margins are
sustained above 4%.

Kodak's ratings could be downgraded if further execution of its
turnaround plan is not successful, its new product initiatives do
not gain traction resulting in further deterioration in revenue
and profitability, leading to persistent negative free cash flow,
EBIT margins fail to be sustained above 2%, or debt-to-EBITDA
exceeds 6.5 times.

The principal methodology used in this rating was Global
Technology Hardware 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.

Eastman Kodak Company, based in Rochester, NY, provides printing
and imaging technology products and services to commercial
printing, digital printing, packaging and entertainment imaging
markets.


EDISON MISSION: Tyche Dispute to Stay in Bankruptcy
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that power producer Edison Mission Energy persuaded the
bankruptcy court in Chicago to decide a dispute with Tyche Power
Partners LLC over the 2002 purchase of the Brooklyn Navy Yard
cogeneration project.  When the $42 million sale was completed,
$23.3 million was set aside in an escrow to cover liability that
EME might have to Tyche for violation of representations in the
sale agreement.  At present, about $4 million remains in escrow.

The report notes Tyche claims there were misrepresentations about
state use taxes allowing it to draw on the escrow account.  After
filing for Chapter 11 reorganization in December, EME sued Tyche
to recover the escrow, contending there is no liability.  U.S.
Bankruptcy Judge Jacqueline P. Cox wrote an eight-page opinion
concluding that the dispute must remain in bankruptcy court
because Tyche filed a claim.  She said the Tyche claim to the
escrow should be resolved in bankruptcy court like every other
claim in the case.

The report notes Tyche had wanted Cox to force Santa Ana,
California-based EME into a lawsuit in New York state court over
the escrow account.

                       About Edison Mission

Santa Ana, California-based Edison Mission Energy is a holding
company whose subsidiaries and affiliates are engaged in the
business of developing, acquiring, owning or leasing, operating
and selling energy and capacity from independent power production
facilities.  EME also engages in hedging and energy trading
activities in power markets through its subsidiary Edison Mission
Marketing & Trading, Inc.

EME was formed in 1986 and is an indirect subsidiary of Edison
International.  Edison International also owns Southern California
Edison Company, one of the largest electric utilities in the
United States.

EME and its affiliates sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 12-49219) on Dec. 17, 2012.

EME has reached an agreement with the holders of a majority of
EME's $3.7 billion of outstanding public indebtedness and its
parent company, Edison International EIX, that, pursuant to a plan
of reorganization and pending court approval, would transition
Edison International's equity interest to EME's creditors, retire
existing public debt and enhance EME's access to liquidity.

The Company's balance sheet at Sept. 30, 2012, showed
$8.17 billion in total assets, $6.68 billion in total liabilities
and $1.48 billion in total equity.

In its schedules, Edison Mission Energy disclosed total assets of
assets of $5,721,559,170 and total liabilities of $6,202,215,094
as of the Petition Date.

Kirkland & Ellis LLP is serving as legal counsel to EME, Perella
Weinberg Partners, LP is acting as financial advisor and McKinsey
Recovery & Transformation Services U.S., LLC is acting as
restructuring advisor.  GCG, Inc., is the claims and notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by the law firms Akin Gump and Perkins
Coie.  The Committee also has tapped Blackstone Advisory Partners
as investment banker and FTI Consulting as financial advisor.

EME said it doesn't plan to emerge from Chapter 11 until December
2014 to receive benefits from a tax-sharing agreement with parent
Edison International Inc.


ENDICOTT INTERCONNECT: Arranging Sale to Minority Shareholder
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Endicott Interconnect Technologies Inc., a producer
of printed circuit boards and advanced flip chips, submitted
papers July 15 setting up an auction where the business will be
sold for $250,000 cash absent a better offer.

According to the report, the purchase offer comes from a company
owned by minority shareholder James T. Matthews.  In addition to
the cash, he will assume a $6.1 million secured term loan of which
he is already the owner.  There is about $10 million owing on two
other secured loans.  There will be a hearing on July 25 in U.S.
Bankruptcy Court in Utica, New York, for approval of sale
procedures.  The company wants competing bids by Aug. 15, followed
by an Aug. 19 auction and a hearing on Aug. 20 for approval of
sale.

The report notes that on filing for Chapter 11 protection,
Endicott said it needed to sell before cash runs out by the end of
September.

                       About Endicott

Endicott Interconnect Technologies Inc., filed a Chapter 11
petition (Bankr. N.D.N.Y. Case No. 13-bk-61156) in Utica, New York
on July 10, 2013, to sell the business before cash runs out by the
end of September.

Based in Endicott, New York, and formed in 2002, EIT is the
successor to the microelectronics division of IBM Corp.  The
products are used in aerospace, defense and medication
applications, among others.

The company sought Chapter 11 bankruptcy protection after
suffering $100 million in operating losses in the last four years.

In addition to $16 million in secured claims, trade suppliers are
owed $34 million.  There is another $32 million owing for loans
made by shareholders.  The company said the book value of property
is $36 million.


EVERGREEN OIL: Schedules Aug. 14 Confirmation Hearing
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Evergreen Oil Inc., a waste oil collector and re-
refiner, won bankruptcy court approval last week for a disclosure
statement explaining a reorganization plan whereby Clean Harbors
Inc. will buy the business unless outbid at auction.

According to the report, creditors can now vote on the plan. The
confirmation hearing for approval of the plan will take place on
Aug. 14 in U.S. Bankruptcy Court in Santa Ana, California.  Unless
outbid, Clean Harbors will pay $60 million plus the value of
accounts receivable, estimated to be $4.5 million.  Evergreen
creditors will retain lawsuits to provide additional funds for
distribution.

The report notes that the plan entails distributing sale proceeds
and other assets in the order of priority called for in bankruptcy
law.  The secured lender with first call on proceeds is Guggenheim
Corporate Funding LLC, as agent, owed $66.2 million.  Unsecured
creditors have no guaranteed recovery.  The papers say they will
receive what's left, if anything, after creditors with higher
priority are paid, including Guggenheim.

                       Plan Support Agreement

Evergreen Oil, Inc., and Evergreen Environmental Holdings, Inc.,
ask the U.S. Bankruptcy Court for the Central District of
California to enter an order authorizing the Debtors and other
parties thereto to enter into a Plan Support Agreement.

Briefly, the Plan Agreement provides for Clean Harbors, Inc., or
its designee to sponsor the Joint Plan of Reorganization dated
June 19, 2013, filed by the Debtors to, among other things,
consummate the sale of EEHI's stock in EOI to Clean Harbors or to
a successful overbidder and implement the financial restructuring
of the Debtors' indebtedness and other obligations in accordance
with the terms set forth in the Plan Agreement.

The cash and other consideration to be paid by Clean Harbors (or a
successful overbidder) for the acquisition of the Evergreen Stock
(the "Buyer Payment") will be used to pay EOI's creditors in
accordance with the terms of the Plan.  As evidenced by the Plan
Agreement, the Debtors, Clean Harbors and Guggenheim Corporate
Funding, LLC, individually and as administrative agent for the
Lenders have agreed upon the material terms the Plan.

Pursuant to the Plan Agreement, among other things, the Debtors
are required to obtain entry of a Court order approving the Plan
Agreement on or before July 11, 2013 (or such later date as may be
acceptable to each of Clean Harbors and Guggenheim in each of
their respective sole discretion).

Furthermore, the Plan Agreement obligates the Debtors to obtain an
order approving the Disclosure Statement on or before July 11,
2013 (or such later date as may be acceptable to each of Clean
Harbors and Guggenheim in each of their respective sole
discretion) as well as an order confirming the Plan on or before
Aug. 15, 2013 (or such later date as may be acceptable to each of
Clean Harbors and Guggenheim in each of their respective sole
discretion).

A copy of the Plan Agreement is available at:

       http://bankrupt.com/misc/evergreenoil.doc178.pdf

As reported in the TCR on July 16, 2013, Evergreen Environmental
Holdings and Evergreen Oil filed with the U.S. Bankruptcy Court
for the Central District of California on July 12, 2013, a Second
Amended Disclosure Statement describing the Debtors' Second
Amended Joint Plan of Reorganization dated July 11, 2013.

The Plan Confirmation Hearing will take place on Aug. 14, 2013, at
10:00 a.m.  The Voting Deadline is 5:00 p.m. on July 31, 2013.
Objections to the confirmation of the Plan must be filed with the
Court by July 31, 2013.

Pursuant to the Second Amended Plan, the Debtors' primary creditor
Guggenheim Corporate Funding, owed $66,242,734, will receive Cash
from available funds up to the amount of the allowed lenders'
secured claim.  To the extent available funds are insufficient to
pay the allowed lenders' secured claim in full, Guggenheim will
retain its Lien on the assets, and will receive any proceeds of
such assets received by the Debtors on account thereof until the
allowed lenders' secured claim is paid in full.

Each holder of an Allowed Class 7 General Unsecured Claims will
receive its pro rata share of the Creditor Fund, if any, remaining
after the payment of Allowed Class 4 Mechanics' Lien Claims,
Allowed Class 5 Other Secured Claims, and Allowed Class 6 Priority
Non-Tax Claims, on the later of (1) the Effective Date and (2) the
date upon which such claim becomes an Allowed Class 7 Allowed
General Unsecured Claim by Final Order of the Bankruptcy Court in
an amount equal to such Allowed Class 7 General Unsecured Claim.

On the Effective Date, all of the Allowed Interests in EEHI will
be canceled and the holders of Allowed Interests in EEHI will
neither receive nor retain any property on account of such
Interests.

The Buyer, in exchange for the Buyer Payment, will receive the
Evergreen Stock upon the Effective Date from EEHI.  The Evergreen
Stock will not be cancelled, and all rights associated with the
Evergreen Stock will not be altered in any way by the Plan.  EEHI,
as the seller of the Evergreen Stock, will not receive any of the
Buyer Payment or any other consideration on account of its
Interests.

A copy of the Second Amended Disclosure Statement is available at:

         http://bankrupt.com/misc/evergreenoil.doc250.pdf

                         Disclosure Objections

Prior to the hearing on the Disclosure Statement, the Official
Committee of Unsecured Creditors and Bank of the West lodged
objections to the adequacy of the information in the Disclosure
Statement.

The Committee cited:

   1. There is insufficient information regarding the value of
Evergreen's various assets, the proposed allocation of the sale
price among those assets and the potential marshaling issues
pertaining
thereto.

   2. In view of the fact that the Plan includes a provision for
termination of the Committee upon confirmation, creditors are
entitled to know who will be looking out for their interests post-
confirmation and how their interests will continue to be
protected.

   3. Alternatives to the Plan are inadequately described.

   4. The Disclosure Statement contains no provision for
investigation or prosecution of potential avoiding power claims
under Chapter 5 of the Bankruptcy Code.

   5. There is no information relating to insider claims.
Insiders Evergreen Holdings and Chemical Engineering Partners'
purported claims, in the respective amounts of $8.27 million and
$583 are treated under the Plan as allowed general unsecured
claims without objection.  The Committee believes unsecured
creditors are entitled to more detailed information why these
substantial claims are entitled to be treated on a parity with
trade debt and why potential objections thereto might not be
appropriate.

   6. There is no mention of the fire loss claim in the Disclosure
statement, let alone a discussion of the likelihood of any
recovery on this potential substantial claim.  There is also no
information provided as to the large tax refund Evergreen has
previously disclosed that it anticipates receiving.

Bank of the West, a secured creditor of Evergreen Oil,
pursuant to a prepetition letter of credit issued by BOTW in the
face amount of $4,951,113, also objected to the Disclosure
Statement saying that the Debtor has not accurately described its
unique position as a secured creditor of the Debtor, and has not
adequately described its treatment under the Plan.

Counsel for the Committee can be reached at:

         Alan I. Nahmias, Esq.
         Russell H. Rapoport, Esq.
         MIRMAN, BUBMAN & NAHMIAS, LLP
         21860 Burbank Boulevard, Suite 360
         Woodland Hills, CA 91367
         Tel: (818) 451-4600
         Fax: (818) 451-4620

Counsel for Bank of the West can be reached at:

         William B. Freeman, Esq.
         Jennifer K. Brooks, Esq.
         KATTEN MUCHIN ROSENMAN LLP
         515 S. Flower Street, Suite 1000
         Los Angeles, CA 90071-2212
         Tel: (213) 788-7445
         Fax: (213) 788-7380

                        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: U.S. Trustee Adds Robinson Oil to Committee
----------------------------------------------------------
U.S. Trustee Peter C. Anderson notified the Bankruptcy Court that
Evergreen Oil Inc.'s Committee of Creditors Holding Unsecured
Claims has been amended to remove Versa Engineering & Technology,
Inc. and to add Robinson Oil Corp.

The five-member Creditors Committee now consists of:

      1. Petroleum Insulation, Inc.
         Attn: Stephen Louis
         110 Corporate Place
         Vallejo, CA 94590
         Tel: (707) 644-7455
         OR Rebecca Lessley, Esq.
         215 N. Marengo Ave., 3rd Fl.
         Pasadena, CA 91101
         Tel: (626) 578-1983

      2. Telstar Instruments
         Attn: Stephen F. White
         955 Martin Ave.
         Santa Clara, CA 95050
         Tel:(408) 327-4312

      3. Mashburn Transportation Services, Inc.
         Attn: Michael Mashburn
         PO Box 66
         Taft, CA 93268
         Tel: (661) 763-5724

      4. People Core, Inc.
         Attn: Edward Topollewski
         Kline & Topolewski, PC
         1601 Market St., #2600
         Philadelphia, PA 19103
         Tel: (201) 805-6498

      5. Robinson Oil Corp.
         Attn: Stephen F. White
         955 Martin Ave.
         Santa Clara, CA 95050
         Tel: (408) 327-4312

                       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: Plan Disclosure Hearing Set for Sept. 30
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Excel Maritime Carriers Ltd., the operator of 38 dry-
bulk vessels, filed a Chapter 11 plan on July 15 to implement a
reorganization worked out before a July 1 bankruptcy filing.

According to the report, technically speaking, the plan will give
ownership to secured lenders owed $771 million, although the
lenders will allow current owner Gabriel Panayotides to keep
control, at least initially.  Unsecured creditors with claims
totaling $163 million will receive a $5 million, eight percent
note for a predicted recovery of 3 percent.  Holders of $150
million in unsecured convertible notes make up the bulk of the
unsecured-claim pool.

The report notes that unsecured creditors are to receive the note
only if the class votes in favor of the plan.  An ad hoc group
among holders of the convertible notes already said the plan is
"inappropriate and unconfirmable."  They oppose the idea of
allowing Panayotides to have the exclusive right to "buy back" the
Athens-based company while giving a "nominal distribution" to
unsecured creditors.  Excel filed an explanatory disclosure
statement to explain the plan.  If the bankruptcy court in
Manhattan approves disclosure materials at a Sept. 30 hearing,
secured and unsecured creditors can begin voting on the plan.

The report relates that trade suppliers owed $16.5 million will be
paid in full in the ordinary course of business to avoid having
the vessels seized, the company previously said.  In addition to
the stock, the plan gives secured lenders new restructured secured
notes for $771 million.  Outside the plan, the lenders will allow
Mr. Panayotides to buy 60 percent of the stock from them for a
$10 million unsecured note and the turnover to the company of a
$20 million escrow account.  He will have the right to buy another
15 percent by March 2015 for $20 million.  If he doesn't buy the
additional stock, the lenders' equity ownership will rise to 75
percent.  Mr. Panayotides will control a majority of the board
initially.  If he doesn't buy the additional stock, he loses
control.  If he purchases the additional stock, the new notes will
mature in 2018.  Otherwise, they mature a year earlier.

The report discloses that Excel believes the company's enterprise
value ranges from $575 million to $625 million, with a midpoint of
$600 million.  The midpoint value is how the disclosure statement
arrives at a 77 percent recovery for secured creditors.  According
to the disclosure statement, the new stock going to the lenders
has "option value only."

                       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.


FERRAIOLO CONSTRUCTION: Committee Objects to Disclosure Statement
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Ferraiolo
Construction, Inc., objects to the approval of the disclosure
statement describing the Debtor's Plan of Reorganization dated
June 7, 2013.

The Committee says the Disclosure Statement's deficiencies prevent
a hypothetical investor typical of the holders of claims in this
case from making an informed judgment about the Plan:

1. The method of calculating BOM's deficiency claim is contrary to
the Code [Disclosure Statement, p. 15].  Without properly
calculating BOM's deficiency claim, the balance of the unsecured
creditors are not "clearly and succinctly inform[ed about] . . .
what [they are] going to get, when [they are] going to get it, and
what contingencies there are to getting [their] distribution."
See In re Ferretti, 128 B.R. 16, 19 (Bankr. D. N.H. 1991).

2. The Disclosure Statement provides only that "the Debtor shall
issue new shares in the Debtor for 100% ownership of the Debtor to
one or more persons, in exchange for new value." [Disclosure
Statement, p. 22] (emphasis supplied).  Regardless of BOM's
commitment to vote in favor of the Plan pursuant to the Plan
Support Agreement, the Debtor should describe with precision the
source, amount, and proposed use of the "new value," along with
the process it intends to employ to satisfy LaSalle [Bank of Am.
Nat. Trust & Sav. Ass'n v. 203 N. LaSalle St. P'ship, 526 U.S. 434
(1999).

3. The Disclosure Statement describes a Plan which improperly
classifies BOM's deficiency claim together with the claims of the
general unsecured creditors, despite BOM having guarantees from
insiders for its debt.

4. The Disclosure Statement does not properly determine if the
current Plan serves the best interests of general unsecured
creditors by, inter alia, failing to explain why the Debtor
considers the value of the Chapter 5 causes of actions and the
claims against shareholders to be of "de minimis" value
[Disclosure Statement, p. 13] and taking questionable deductions.

5. The Disclosure Statement provides that the Debtor may assume or
reject executory contracts after the confirmation date of the
Plan.  The Debtor should modify the Plan and Disclosure Statement
to reflect the requirement of Section 365(d)(2) that executory
contracts must be assumed or rejected "before the confirmation of
a plan."

Further, the Committee says the Disclosure Statement also fails to
provide "adequate information" as required by 11 U.S.C. Sec. 1125.

The Committee objection was filed by:

         Nathaniel R. Hull, Esq.
         VERRILL DANA LLP
         One Portland Square
         P.O. Box 586
         Portland, ME 04112-0586
         Tel: (207) 774-4000
         Fax: (207) 774-7499
         E-mail: nhull@verrilldana.com
                 bankr@verrilldana.com

                 Bank of Maine's Limited Objection

The Bank of Maine objects, on a limited basis, to the approval of
the Disclosure Statement.  The Bank noted that the Disclosure
Statement describes the Plan Support Agreement in considerable
detail, but such description is incomplete in one material
respect.

The Disclosure Statement does not reveal that the Debtor has
breached the Plan Support Agreement as it relates to certain funds
being held by a surety as collateral.  According to the Bank, with
respect to those funds, the Plan Support Agreement provides that
"[w]ithin three (3) days after the entry of an order approving the
[Plan Support Agreement], [the Debtor] shall cause $187,000 to be
transferred into the Bonding Escrow Account."  The Bankruptcy
Court entered an order approving the Plan Support Agreement on
May 2, 2013.  Nearly two months later, as of July 1, 2013, the
Debtor had not caused $187,000 to be transferred into the Bonding
Escrow Account.  Thus, the Debtor is in default of the Plan
Support Agreement and creditors being asked to vote on the Plan
should be told of that fact.

Counsel for the Bank of Maine can be reached at:

         Michael A. Fagone, Esq.
         BERNSTEIN SHUR
         100 Middle Street, PO Box 9729
         Portland, ME 04104-5029
         Tel: (207) 774-1200
         E-mail: mfagone@bernsteinshur.com

                  - and -

         Jay S. Geller, Esq.
         LAW OFFICE OF JAY S. GELLER
         One Monument Way, Suite 200
         Portland, ME 04101
         Tel: (207) 899-1477
         E-mail: jgeller@maine.rr.com

As reported in the TCR on July 1, 2013, the U.S. Bankruptcy Court
for the District of Maine will convene a hearing on July 18, 2013,
at 10 a.m., to consider the adequacy of the Disclosure Statement
explaining Ferraiolo Construction's Plan of Reorganization dated
June 7, 2013.  Objections, if any are due July 8.

According to the Disclosure Statement, the Plan provides for the
settlement and satisfaction by the Debtor of all Classes of
Claims identified in the Plan in the amounts and over the
timeframes.  The thrust of the Debtor's plan is a reorganization
around a streamlined business model that sheds unprofitable
business assets and retains core assets and business] lines.  To
achieve the goal, and to satisfy its prepetition creditors, the
Debtor will be liquidating certain assets at an auction, and using
the proceeds of the auction to fund payments to both secured and
unsecured creditors.  The property to be sold at the auction
includes a variety of rolling stock, i.e. trucks, equipment,
mixers, etc., all of which is identified, in detail.

In addition to the satisfaction and restructuring of the Debtor's
debts and obligations, the Debtor's Plan will permit the continued
employment of approximately 35 employees in the greater Rockland
area of Maine.  While Rockland is generally a prosperous area, the
Debtor believes that jobs in the construction industry are an
important component of the local economy and provide not only a
valuable service for the mid-coast area but also offer a career
path other than in the service-sector.  Further, the Debtor, as
reorganized, will expend over $3 million per year, much of it in
the local economy, to purchase materials and supplies from some
local vendors and to pay salaries for local employees.

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

                   About Ferraiolo Construction

Headquartered in Rockland, Maine, Ferraiolo Construction Inc., fka
Ferraiolo Precast, Inc., Ferraiolo Corp., and Ferraiolo Real
Estate Company, Inc., is a corporation engaged in the businesses
of road construction and commercial construction site work, sale
of asphalt and concrete products, and related businesses.  It owns
multiple parcels of real estate as well as machinery and
equipment, that it uses to manufacture gravel, precast concrete
forms and other items utilized in the construction business.  It
became the successor by merger with two affiliates, Ferraiolo
Precast, Inc., and Ferraiolo Corp., each of which was engaged in a
unified and integrated business enterprise with the Debtor.

The Debtor filed for Chapter 11 protection (Bankr. D. Maine
Case No. 13-10164) on March 13, 2013, in Bangor, Maine, after
the Bank of Maine sent notices telling the Debtor's customers
to send their payments to the bank.  In its Petition, the Debtor
estimated $10 million to $50 million in assets and $10 million
to $50 million in debts.

Judge Louis H. Kornreich presides over the case.  Andrew Helman,
Esq., David C. Johnson, Esq., and George J. Marcus, Esq., at
Marcus, Clegg & Mistretta, P.A., serve as bankruptcy counsel for
the Debtor.  The petition was signed by John Ferraiolo, president
and treasurer.

Nathaniel R. Hull, Esq., Roger A. Clement, Jr., Esq., and
Christopher S. Lockman, Esq., at Verrill Dana, LLP, represent the
official Committee of Unsecured Creditors.


FERRAIOLO CONSTRUCTION: Hiring Hichar & Luca as Accountants
-----------------------------------------------------------
Ferraiolo Construction, Inc., asks the U.S. Bankruptcy Court for
the District of Maine for authorization to employ Hichar & Luca,
Inc., and Thomas F. Huchar, C.P.A., M.S.T., to provide accounting
services to the Debtor.

The professional services Hichar is to render include, without
limitation, the following:

  a. Preparation of the Debtor's 2012 state and federal tax
returns, in addition to any other filings necessary to the Debtor;

  b. Preparation of a review of the Debtor's 2012 financial
statements; and

  c. Advising Debtor and bankruptcy counsel on tax and accounting
procedures and strategies that will best benefit the Debtor and
the estate.

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

As compensation for its services, Hichar will be charging a total
fee of $21,000: $12,000 for preparation of the Debtor's 2012
federal and state tax returns and $9,000 to conduct the review of
the Debtor's financial statements.

The application was submitted by:

         George J. Marcus, Esq.
         Jennie L. Clegg, Esq.
         David C. Johnson, Esq.
         Andrew C. Helman, Esq.
         MARCUS, CLEGG & MISTRETTA, P.A.
         One Canal Plaza, Suite 600
         Portland, ME 04101
         Tel: (207) 828-8000
         Attorneys for the Debtor

                   About Ferraiolo Construction

Headquartered in Rockland, Maine, Ferraiolo Construction Inc., fka
Ferraiolo Precast, Inc., Ferraiolo Corp., and Ferraiolo Real
Estate Company, Inc., is a corporation engaged in the businesses
of road construction and commercial construction site work, sale
of asphalt and concrete products, and related businesses.  It owns
multiple parcels of real estate as well as machinery and
equipment, that it uses to manufacture gravel, precast concrete
forms and other items utilized in the construction business.  It
became the successor by merger with two affiliates, Ferraiolo
Precast, Inc., and Ferraiolo Corp., each of which was engaged in a
unified and integrated business enterprise with the Debtor.

The Debtor filed for Chapter 11 protection (Bankr. D. Maine
Case No. 13-10164) on March 13, 2013, in Bangor, Maine, after
the Bank of Maine sent notices telling the Debtor's customers
to send their payments to the bank.  In its Petition, the Debtor
estimated $10 million to $50 million in assets and $10 million
to $50 million in debts.

Judge Louis H. Kornreich presides over the case.  Attorneys at
Marcus, Clegg & Mistretta, P.A., serve as bankruptcy counsel for
the Debtor.  The petition was signed by John Ferraiolo, president
and treasurer.

Nathaniel R. Hull, Esq., Roger A. Clement, Jr., Esq., and
Christopher S. Lockman, Esq., at Verrill Dana, LLP, represent the
official Committee of Unsecured Creditors.


FIRST STREET: Court Okays Compromise with Lenders, Choo
-------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
entered on June 6, 2013, an order granting the motion to approve
compromise of controversy and for conditional dismissal of First
Street Holdings NV, LLC, et al.'s cases.

The court approved:

   -- The Lender Parties Settlement Agreement: The Settlement
Agreement and General Release between MS Mission Holdings, LLC, JP
Capital, LLC, and Peninsula Towers, LLC , on the one hand, and
Debtors Sixty-Two First Street, LLC, 78 First Street, LLC, 88
First Street, LLC, 518 Mission Street, LLC, and First/Jessie, LLC,
First Street Holdings, LLC and Lydian SF Holdings, LLC , as
well as non-debtors H. David Choo, Lydian, LLC, a Colorado limited
liability company, Lydian II, LLC, a Colorado limited liability
company, Anna Choo Chung as the trustee of the H. David Choo
Irrevocable Trust dated December 20, 2005, the Aeolian Trust dated
January 6, 2003, the Hyesung Choo Irrevocable Trust dated
December 20, 2005, and Marcus Heights, LLC, a California limited
liability company, on the other hand.

    -- The Omnibus Agreement: The Omnibus Release and Assignment
Agreement between FM Owner LLC, on the one hand, and the Debtors,
H. David Choo, and Marcus Heights, on the other hand.

    -- Choo Agreement: the Separate Agreement between FM Owner
LLC, on the one hand, and H. David Choo, on the other hand.

All transactions contemplated by or under the agreements are
approved, and the Debtors, H. David Choo, and all related entities
(including, but not limited to, Marcus Heights) are authorized and
directed to execute and deliver any further documents and
instruments as may be reasonably required to consummate those
transactions.

A copy of the order is available at:

           http://bankrupt.com/misc/firststreet.doc317.pdf

                  About First Street Holdings NV

First Street Holdings NV, LLC, and Lydian SF Holdings, LLC, filed
for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case Nos. 11-49300
and 11-49301) on Aug. 30, 2011, before Judge Roger L. Efremsky.

Debtor-affiliates 78 First Street, LLC, 88 First Street LLC, 518
Mission, LLC, First/Jessie LLC, JP Capital, LLC, Peninsula Towers
LLC, and Sixty-Two First Street LLC (Bankr. N.D. Calif. Case Nos.
11-70224, 11-70228,, 11-70229, 11-70231, 11-70232, 11-70233 and
11-70234) filed for Chapter 11 bankruptcy on Sept. 23, 2011.

The Law Office of Julian Bach represents the Debtors as Chapter 11
counsel.

Robert G. Harris, Esq., and Wendy W. Smith, Esq., at Binder &
Malter, LLP represent the Debtors as Special Appellate Counsel.

The Law Offices of Michael Brooks Carroll is special litigation
counsel for certain debtors in adversary proceeding and related
pending federal appeal.

Colliers Parrish International Inc. serves as appraiser to value
certain real properties and other assets held by the Debtors.

The cases are jointly administered under Lead Case No. 11-49300.

Investor David Choo is associated with CMR Capital, LLC, the
manager of the Debtors.

Debtors First Street Holdings NV, LLC, Lydian SF Holdings, LLC, 78
First Street, LLC, 88 First Street, LLC, 518 Mission, LLC,
First/Jessie, LLC, Sixty-two First Street, LLC, Peninsula Towers,
LLC, and JP Capital, LLC; and David Choo, individually, filed a
combined joint plan and disclosure statement with the Bankruptcy
Court.  The Joint Plan, dated Nov. 29, 2011, provided for the
payment of all of their secured, administrative, priority and
general unsecured claims in full.  Interests in the Debtors would
be retained without modification.

In December 2011, the bankruptcy court held that the First Street
Parties had not proven that they had a reasonable possibility of
an effective reorganization within a reasonable time.  The court
noted the proposed plan likely qualified as a negative
amortization plan, which would be difficult to confirm under the
best of circumstances.  The court also noted that the Properties
as of the time of the hearing did not generate enough monthly
rents to pay monthly operating expenses and property taxes.  The
court also doubted that the First Street Parties could raise
sufficient plan funding, as they had proposed, by renting out
additional available space in the buildings on the Properties.


FRANKLIN PIERCE: S&P Lowers Rating on Debt to 'B'; Outlook Stable
------------------------------------------------------------------
Standard & Poor's Rating Services said it lowered by three
notches, to 'B' from 'BB' its rating on New Hampshire Health &
Educational Facilities Authority's debt, issued for Franklin
Pierce University (FPU).  The outlook is stable.

"The multinotch downgrade reflects the university's poor
financials, weakened enrollment profile, increased discounting,
and very small endowment, which have placed a significant amount
of stress on the university over the past few years leaving
limited flexibility to withstand any adverse changes," said
Standard & Poor's credit analyst Margaret McNamara.  The rating
action also reflects the university's heavy reliance on a line of
credit for cash flow which is on a six-month renewal cycle, a one-
time 32% draw on the endowment to fund capital needs in fiscal
2012, which stresses the university's already-slim liquidity, and
management's indication that it may violate the net assets-to-debt
ratio in fiscal 2013.

The rating reflects the university's:

   -- Very low expendable resources, equal to 14.9% of operating
      expenses and 20.1% of debt;

   -- Two years of operating deficits on a generally accepted
      accounting principles basis, with the expectation for a
      similar deficit in fiscal 2013;

   -- Weak demand and enrollment profile with several years of
      declining headcount, although the fall 2012 freshmen class
      increased after tuition discounting;

   -- Significant debt ($49 million) relative to endowment (about
      $6.4 million);

   -- Limited financial flexibility given the high level of
      dependence on tuition and fees and fixed operating costs;
      and

   -- Long-term reliance on working capital notes for seasonal
      cash flow.

Rating factors that offset the university's credit weaknesses
include:

   -- A manageable debt burden at 4.4%; and

   -- A sizable increase in freshmen applications in fall 2012,
      coupled with a growing freshmen class and management's
      expectation for continued improvement for fall 2013.

FPU, founded in 1962, is a small, private, coeducational,
nonsectarian university. FPU's curriculum is a blend of
traditional liberal arts, pre-professional studies, and teacher
preparation programs.


GETTY PETROLEUM: Enters Into Settlement Agreement with Lukoil
-------------------------------------------------------------
Getty Realty Corp. on July 17 disclosed that the parties in the
adversary proceeding brought in the United States Bankruptcy
Court, Southern District of New York, by the Getty Petroleum
Marketing Inc. Trust, as Plaintiff, against Lukoil Americas
Corporation, Lukoil North America LLC, OAO Lukoil, and certain
directors and officers of Getty Petroleum Marketing Inc., as
Defendants, based on claims, among others, of fraudulent
conveyance and breach of the fiduciary duties, have agreed upon a
settlement.  The terms of the settlement include a release of the
Defendants from the claims alleged by the Plaintiff in its
complaint and a collective payment by or on behalf of the
Defendants to the Plaintiff of $93 million.

As previously disclosed by the Company, pursuant to a litigation
funding agreement between the Company and the GPMI Liquidating
Trust, the Company has been funding the Plaintiff's prosecution
costs for the Lukoil Lawsuit, as well as certain expenses incurred
by the GPMI Liquidating Trust in connection with the wind-down of
its estate.  The Litigation Funding Agreement provides that the
Company is entitled to receive proceeds from the successful
prosecution of the Lukoil Lawsuit (including by way of settlement)
in an amount equal to the sum of (i) all funds advanced for wind-
down costs and expert witness and consultant fees plus interest on
such advances; (ii) the greater of all funds advanced for legal
fees and expenses relating to the prosecution of the litigation
plus interest on such advances or 24% of the gross proceeds from
the settlement; and (iii) reimbursement of certain additional
legal fees incurred by Getty in connection with the Litigation
Funding Agreement.  In addition to its claims under the Litigation
Funding Agreement, the Company also has an unrecovered balance on
its priority administrative claim plus accrued interest thereon
and a significant unsecured claim for which it will receive its
pro rata share of any remaining proceeds of the settlement that
are distributed to unsecured creditors.

The $93 million settlement payment to the GPMI estate is
conditioned, among other things, on approval by the Bankruptcy
Court and may be subject to objections by creditors or other
parties in interest.  A hearing to consider the settlement and any
objections thereto has been scheduled for July 29, 2013.  The
Bankruptcy Court's decision as to the settlement is anticipated to
be rendered soon after the hearing.  If the Bankruptcy Court
approves the settlement, the Company would realize initial cash
proceeds from the settlement aggregating approximately $32
million, based on the return under the Litigation Funding
Agreement and payment of its remaining priority administrative
claim, plus additional distributions the Company may receive from
the GPMI estate for its pro-rata share of the remainder of the
settlement amount available to satisfy unsecured claims.

                       About Getty Petroleum

A remnant of J. Paul Getty's oil empire, Getty Petroleum Marketing
markets gasoline, hydraulic fluids, and lubricating oils through
a network of gas stations owned and operated by franchise holders.
A former subsidiary of Russian oil giant LUKOIL, the company
operates in the Mid-Atlantic and Northeastern US states.  Getty
Petroleum Marketing's primary asset is the more than 800 gas
stations in the Mid-Atlantic states which are located on
properties owned by Getty Realty.  After scaling back the
company's operations to cut debt, in 2011 LUKOIL sold Getty
Petroleum Marketing to investment firm Cambridge Petroleum Holding
for an undisclosed price.

Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on
Dec. 5, 2011.  Judge Shelley C. Chapman presides over the case.
Loring I. Fenton, Esq., John H. Bae, Esq., Kaitlin R. Walsh, Esq.,
and Michael J. Schrader, Esq., at Greenberg Traurig, LLP, in New
York, N.Y., serve as the Debtors' counsel.  Ross, Rosenthal &
Company, LLP, serves as accountants for the Debtors.  Getty
Petroleum Marketing, Inc., disclosed $46.6 million in assets and
$316.8 million in liabilities as of the Petition Date.  The
petition was signed by Bjorn Q. Aaserod, chief executive officer
and chairman of the board.

The Official Committee of Unsecured Creditors is represented by
Wilmer Cutler Pickering Hale and Dorr LLP.  Alvarez & Marsal North
America, LLC, serves as the Committee's financial advisors.


GGW BRANDS: Trustee Deal Reduces Wynn's $31MM Claims
----------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that the trustee
overseeing the bankruptcy of the company that produces "Girls Gone
Wild" videos secured a settlement Monday with casino giant Steve
Wynn that will reduce his $31 million in claims against the estate
by 10 percent.

According to the report, GGW Brands LLC trustee R. Todd Neilson
said in court papers that the deal will allow the company, known
for its adult videos capturing the raunchy adventures of college-
aged women on their spring breaks, to avoid expensive litigation
with Wynn.

                         About GGW Brands

Santa Monica, California-based GGW Brands, LLC, the company behind
the "Gils Gone Wild" video, filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 13-15130) on Feb. 27, 2013.  Judge Sandra R.
Klein oversees the case.  The company is represented by the Law
Offices of Robert M. Yaspan.  The company disclosed $0 to $50,000
in estimated assets and $10 million to $50 million in estimated
liabilities in its petition.

Affiliates GGW Events LLC, GGW Direct LLC and GGW Magazine LLC
also sought Chapter 11 protection.

In April 2013, R. Todd Neilson, an ex-FBI agent, was appointed as
Chapter 11 Trustee to take over the companies.  Mr. Neilson has
investigated failed solar-power company Solyndra and was involved
in the Mike Tyson and Death Row Records bankruptcy cases.

GGW Marketing, LLC, GGW Brands' affiliate, filed a voluntary
Chapter 11 petition on May 22, 2013, before the United States
Bankruptcy Court Central District Of California (Los Angeles).
The case is assigned Case No.: 13-23452.  Martin R. Barash, Esq.,
and Matthew Heyn, Esq., at Klee, Tuchin, Bogdanoff and Stern, LLP,
in Los Angeles, California, represent GGW Marketing.


GIM CHANNELVIEW: S&P Assigns 'BB-' Rating to $375-Mil. Loan
-----------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
rating to GIM Channelview Cogeneration LLC's (Channelview) senior
secured $375 million term loan B due 2020 and senior secured
$45 million revolving credit facility due 2018.  The ratings are
based on final transaction documentation.  S&P also assigned a
recovery rating of '1' to both debt issues.

Channelview is a limited-purpose entity issuing project finance
debt that owns an 856 megawatt (MW) natural gas-fired power plant
in southeast Texas.  The project used the debt proceeds to retire
project debt and provide an equity distribution to the owners,
Global Infrastructure Partners and Fortistar.

The 'BB-' rating primarily reflects risks related to volatile
merchant power prices, aggressive debt leverage and refinancing
risk.  These weaknesses are partially offset by an advantageous
competitive position in the Houston Ship Channel, where S&P
expects power demand to grow and power prices to be favorable,
albeit volatile.  In addition, Channelview maintains a contract to
sell steam to Equistar Chemicals L.P., a subsidiary of
yondellBasell NV.  The steam contract constitutes a competitive
advantage by enabling the plant to reduce its effective heat rate.
Between 13% and 25% of the plant's generated power is contracted
out to Shell Energy North America and EDF Trading North America or
the next four years, which provides some cash flow visibility.

"The stable outlook reflects our expectations of moderate debt
repayment over the loan's tenor due to improving, albeit likely
volatile, power market conditions in ERCOT," said Standard &
Poor's credit analyst Terry Pratt.

S&P would consider a negative ratings action if it expected debt
service coverage to fall sustainably below 1.5x or if forecast
refinancing risk increased to more than $200 per kW.  Such a
scenario would most likely happen due to lower merchant power
revenues or unanticipated operational difficulties.

A positive outlook would require superior financial performance
than S&P currently expects on a sustained basis with debt service
coverage consistently more than 3.5x and higher confidence that
refinancing risk will likely be minimal in 2020.


GMX RESOURCES: Creditors Raise Make-Whole Question With Twist
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that GMX Resources Inc., an oil and gas exploration and
production company, is giving U.S. Bankruptcy Judge Sarah A. Hall
in Oklahoma City an opportunity to rule on a novel issue arising
from a so-called make-whole premium owing on senior secured debt.

According to the report, a make-whole premium is intended to
compensate a lender for early repayment of debt when interest
rates have fallen and the principal would be invested for a lower
return.  A make-whole premium is the subject of an appeal soon to
be decided by the U.S. Court of Appeals in New York involving AMR
Corp., the parent of American Airlines Inc.

The report notes that in the GMX case, the issue is different
because the loan documents say the premium comes due as a result
of the Chapter 11 reorganization that began in April.  The
official creditors' committee objected, saying the premium is
barred under several theories of bankruptcy law.  The lenders
filed their papers and argued that the premium is permissible
under New York law and therefore must be upheld in bankruptcy.

The report relates that they argue that the premium doesn't
represent a penalty or unmatured interest that might be precluded
by bankruptcy law.  The committee is contending that the premium
is blocked by the so-called ipso facto clause in bankruptcy law
that prevents a loss of rights simply as a result of filing
bankruptcy.  The committee will file its last round of papers on
July 17.  Judge Hall will hold a hearing on Aug. 1.  The Oklahoma
City-based company filed for Chapter 11 protection in early April
after negotiating a debt-swap agreement with secured lenders.

The report says that there will be an auction on Aug. 28.  The
hearing to approve the sale will take place Sept. 10.  GMX said it
can't propose a plan until the results of auction are known.

                        About GMX Resources

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

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

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

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

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

The Official Committee of Unsecured Creditors tapped Winston &
Strawn LLP as its counsel.


GRAND CHINA SHIPPING: 2nd Cir. Vacates Ruling in Blue Whale Rift
----------------------------------------------------------------
A three-judge panel of the U.S. Court of Appeals for the Second
Circuit vacated and remanded an order of the district court in an
admiralty law dispute arising from a distinctly international
transaction: a Chinese company contracted to transport goods from
Brazil to China aboard a Liberian vessel.  The Appeals Court noted
that the existence of so many foreign interests yields an
inherently federal choice-of-law question -- one the appeals court
resolves via application of maritime conflicts-of-law principles.

Blue Whale Corporation, a foreign company, entered into a charter
party (a maritime contract) with Grand China Shipping Development
Company, Ltd., a Chinese company, on May 25, 2011. The charter
party provided for transport of 250,000 metric tons of iron ore
from Brazil to China aboard a Blue Whale vessel registered in the
republic of Liberia. The contract purportedly required Grand China
to pay 98% of the total freight costs to Blue Whale within seven
days of loading the iron ore; allegedly, Grand China failed to
make this payment. Blue Whale therefore held the vessel and its
contents until Grand China satisfied the claimed debt, resulting
in more than $1 million in damages borne by Blue Whale.

Blue Whale commenced arbitration against Grand China in London
pursuant to the charter party's clause specifying that "[a]ny
disputes arising under the Contract," if not settled amicably,
"shall be referred to arbitration in London [with] British law to
apply."  The arbitration is ongoing.

On March 26, 2012, Blue Whale filed a complaint in the United
States District Court for the Southern District of New York
seeking to attach property belonging to Grand China's alleged
alter ego, HNA Group Company, Ltd., also a Chinese company, in
anticipation of a future arbitration award against Grand China.
Rule B of the Supplemental Rules for Certain Admiralty and
Maritime Claims ("Rule B") allows plaintiffs to seek an attachment
of "defendant's tangible or intangible personal property -- up to
the amount sued for -- in the hands of garnishees named in the
process," "[i]f a defendant is not found within the district" at
the time the complaint is filed. FED. R. CIV. P. SUPP. R. B(1)(a).
Blue Whale alleged that Grand China and HNA "are in fact a single
business enterprise" and that the district court should allow Blue
Whale to pierce the corporate veil to reach in-district HNA assets
of approximately $1.3 million.

On May 17, 2012, the district court (Nathan, J.) issued an order
authorizing attachment of HNA's holdings in third-party Pacific
American Corporation -- a privately-held direct subsidiary of HNA
based in New York -- in an amount up to roughly $1.3 million.  HNA
subsequently moved to vacate the district court's maritime
attachment order under Rule E(4)(f), which provides that a person
claiming interest in attached property "shall be entitled to a
prompt hearing at which the plaintiff shall be required to show
why the arrest or attachment should not be vacated."  FED. R. CIV.
P. SUPP. R. E(4)(f).

Under Rule B, attachment is only appropriate if, inter alia, the
plaintiff has a valid prima facie admiralty claim against the
defendant.  Neither party disputed that Blue Whale had alleged a
claim sounding in admiralty and that the court had maritime
jurisdiction. However, the parties disagreed over what substantive
body of law controlled whether Blue Whale had alleged a valid
prima facie claim to pierce the corporate veil. HNA argued that
English law governed pursuant to the charter party's choice-of-law
provision and that Blue Whale had failed to allege sufficient
facts to support a prima facie alter-ego claim. In response, Blue
Whale argued that federal common law controlled the inquiry
because Rule B is procedural in nature and, in addition, because
"it is well-settled that 'federal courts sitting in admiralty must
apply federal common law when examining corporate identity.'"

The district court separately analyzed the two elements required
for Blue Whale's claim: (1) whether the claim sounded in
admiralty; and (2) whether the claim was prima facie valid. First,
the court held that whether Blue Whale adequately pled an
admiralty claim was a procedural question governed by federal
maritime law because it related to the court's subject matter
jurisdiction (a point not disputed by the parties).  The court
therefore exercised maritime jurisdiction over the claim.  Second,
the district court held that the substantive question of whether
Blue Whale had pled a valid prima facie alter-ego claim was
controlled by English law pursuant to the contractual choice-of-
law provision.  Under English law, the court concluded that Blue
Whale had not alleged an adequate prima facie claim to pierce the
corporate veil, and therefore vacated the attachment.

Supported by Amicus Curiae White Rosebay Shipping S.A., Blue Whale
appeals from the district court's Jan. 11, 2013 order vacating the
prior Rule B maritime attachment order against HNA.

According to the appeals court, the relevant "transaction" in this
case is not Grand China's alleged failure to comply with the
charter party -- it is Blue Whale's claim to pierce the corporate
veil. The district court in this Rule B action is charged only
with determining whether Blue Whale stated a prima facie valid
alter-ego claim against HNA in furtherance of its motion to attach
HNA's property in New York.  Accordingly, the appeals court said,
United States law has the strongest "points of contact" with this
claim by virtue of the location of HNA's property, Blue Whale's
corresponding choice of forum and the unavailability of an
alternative forum, and the absence of a dominant foreign choice of
law.

"On a final note, we recognize the value of simplifying the
judicial process required for Rule B attachments and Rule E
motions to vacate when feasible. . . . this does not excise the
judicial obligation to apply the governing substantive law to
assess the prima facie validity of a Rule B admiralty claim when
challenged in a Rule E proceeding. But here, for the reasons
discussed, we identify federal common law as the proper
substantive body of law to govern Blue Whale's alter-ego claim
against HNA. This follows from the ideas underpinning the
Lauritzen choice-of-law analysis and from our aim of ensuring
uniformity in admiralty law whenever possible. Accordingly, we
vacate the district court's order and remand for reconsideration
of the prima facie validity of Blue Whale's Rule B alter-ego claim
under federal common law."

The case is, BLUE WHALE CORPORATION, Plaintiff-Appellant, v. GRAND
CHINA SHIPPING DEVELOPMENT CO., LTD, AKA SHANGHAI GRAND CHINA
SHIPPING DEVELOPMENT CO., LTD., GRAND CHINA LOGISTICS HOLDING
(GROUP) COMPANY LIMITED, HNA GROUP CO. LTD., Defendants-Appellees,
Docket No. 13-0192-cv (2nd Cir.).  A copy of the appeals court's
July 16, 2013 decision is available at http://is.gd/gCa3oYfrom
Leagle.com.

George M. Chalos, Esq., Katherine N. Christodoulatos, Esq., Briton
P. Sparkman, Esq. -- gmc@chaloslaw.com -- at Chalos & Co., P.C.,
in Oyster Bay, N.Y., for Plaintiff-Appellant.

Thomas H. Belknap, Jr., Esq., and W. Cameron Beard, Esq. --
TBelknap@BlankRome.com -- at Blank Rome LLP, in New York, for
Defendants-Appellees.

Michael J. Frevola, Esq., Christopher R. Nolan, Esq., and Warren
E. Gluck, Esq., at Holland & Knight LLP, in New York, for Amicus
Curiae White Rosebay Shipping S.A.


GREAT PLAINS EXPLORATION: Creditor Wants Case Converted to Ch. 7
----------------------------------------------------------------
Wells Fargo Equipment Finance, Inc., asks Judge Thomas P. Agresti
of the U.S. Bankruptcy Court for the Western District of
Pennsylvania to convert the Chapter 11 case of Great Plains
Exploration, LLC, to one under Chapter 7 of the Bankruptcy Code.

Scott Schuster, Esq., at McGuireWoods LLP, in Pittsburgh,
Pennsylvania, asserts that Wells Fargo, the Debtor's second
largest creditor, for several months has been content to "stand on
the sidelines" and let the Debtor make its best efforts to
reorganize.

According to Mr. Schuster, the Debtor has had more than adequate
opportunity to restructure its business operations and present a
viable plan of reorganization.  It has failed to do so, thus the
Court should convert the Debtor's bankruptcy case to a Chapter 7
proceeding, he asserts.

A hearing on the motion will be held on July 25, 2013, at 10:00
AM.  Responses are due July 18.

                         About John D. Oil,
                Great Plains Exploration and Oz Gas

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains
Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr.
W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11, 2012.  Two
days later, John D. Oil filed its own Chapter 11 petition (Bankr.
W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011 and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated $10
million to $50 million in assets and debts.  John D. Oil's balance
sheet at Sept. 30, 2011, showed $8.12 million in total assets,
$12.92 million in total liabilities and a $4.79 million total
deficit.  The petitions were signed by Richard M. Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


GREAT PLAINS EXPLORATION: Settles DEO's Plan Disclosures Objection
------------------------------------------------------------------
Judge Thomas P. Agresti of the U.S. Bankruptcy Court for the
Western District of Pennsylvania approved a stipulation resolving
East Ohio Gas Company d/b/a Dominion East Ohio's objection to the
disclosure statement explaining Great Plains Exploration, LLC's
First Amended Plan.

The Debtor and DEO agreed that the Debtor will assume the contract
with DEO and all existing arrearages and defaults will be cured
pursuant to Section 365 of the Bankruptcy Code in accordance with
the Plan.  Failure to cure the existing arrearages and defaults
will constitute a default under the Contract and will give rise to
a claim against the Debtor.

Judge Agresti will continue the hearing to consider the adequacy
of the disclosure statement to Aug. 8, 2013, at 09:30 AM.

Robert S. Bernstein, Esq., and Joshua C. Lewis, Esq., at
BERNSTEIN-BURKLEY, P.C., in Pittsburgh, Pennsylvania, for the
Debtor.

Matthew A. Salerno, Esq., and John A. Polinko, Esq., at McDONALD
HOPKINS LLC, in Cleveland, Ohio; and Elizabeth L. Slaby, Esq., at
CLARK HILL THORP REED, in Pittsburgh, Pennsylvania, for DEO.

                         About John D. Oil,
                Great Plains Exploration and Oz Gas

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains
Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr.
W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11, 2012.  Two
days later, John D. Oil filed its own Chapter 11 petition (Bankr.
W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011 and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated $10
million to $50 million in assets and debts.  John D. Oil's balance
sheet at Sept. 30, 2011, showed $8.12 million in total assets,
$12.92 million in total liabilities and a $4.79 million total
deficit.  The petitions were signed by Richard M. Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


GROVES IN LINCOLN: Creditors Voting on 63% Liquidating Plan
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of the Groves are voting on the liquidating
Chapter 11 plan proposed by the independent living facility in
Lincoln, Massachusetts.  There will be a confirmation hearing on
Aug. 20 for approval of the plan.

According to the report, the facility was sold in June to an
affiliate of Benchmark Assisted Living LLC under a contract worth
as much as $35 million.  The sale will generate a 48 percent to 63
percent recovery for holders of $88.4 million in Massachusetts
Development Finance Agency bonds sold in 2009 to finance the
project.  The recovery will differ depending on which series of
bonds someone owns.  Disclosure materials explaining the plan were
approved late last week by the bankruptcy court in Boston.

The report notes that Wellesley, Massachusetts-based Benchmark
paid $30 million cash plus another $5 million if approval is given
to build an assisted living facility on the campus.  If the
contingent payment is not made, the bondholders' recovery will be
44 percent to 57 percent.  General unsecured creditors with
$68,000 in claims will recover 50 percent.

The company said at the initiation of bankruptcy that the sale
should result in a 51 percent recovery for bondholders.

                      About Groves in Lincoln

The Groves in Lincoln Inc., along with affiliate The Apartments of
the Grove Inc., sought Chapter 11 protection (Bankr. D. Mass. Case
No. 13-11329) in Boston on March 11, 2013.  David C. Turner signed
the petition as president and CEO.

Groves is a Massachusetts not-for-profit corporation organized in
2006 for the purpose of developing and operating a senior
independent living facility in Lincoln, Massachusetts to be known
as The Groves in Lincoln.  This facility now consists of 168
independent living units on a 34-acre campus with a mix of
apartments, cottages, and related common areas including community
center, dining rooms, lounges, barbershop/beauty salon, library,
fitness center and pool.  Groves has 26 full-time employees and 22
part-time employees as of the bankruptcy filing.

The Debtors tapped Murtha Cullina LLP as counsel, Verdolino &
Lowey, P.C. as accountants and financial advisors, and RBC Capital
Markets LLC as investment banker.


GULF STATE STEEL: 11th Circ. Upholds Nucor Win in Antitrust Suit
----------------------------------------------------------------
Ama Sarfo of BankruptcyLaw360 reported that the Eleventh Circuit
on Monday said a lower court properly tossed a suit alleging steel
producer Nucor Corp. violated antitrust laws by outbidding Gulf
States Reorganization Group Inc. in a bankruptcy auction, saying
GSRG didn't prove Nucor could actually monopolize the market.

According to the report, the circuit court said that GSRG, which
sought to purchase the assets of now-shuttered Gulf States Steel
Inc., failed to show that Nucor, which produces black hot rolled
coil steel, effectively cornered the market.

Gadsden, Alabama-based Gulf States, Inc., filed for Chapter 11 in
July 1999.


HARBOR FREIGHT: S&P Rates New $1 Billion Secured Loan 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on Calabasas, Calif.-based tool and
equipment retailer Harbor Freight Tools U.S. Inc.  The outlook is
stable.

In addition, S&P assigned a 'B+' issue-level rating (the same as
the corporate credit rating) to the proposed $1 billion senior
secured term loan, which will replace the existing $750 million
term loan.  S&P's '4' recovery rating on the proposed facility
indicates its expectation for average recovery (30% to 50%) in the
event of a payment default.  The recently refinanced $500 million
ABL revolving credit facility is unrated and is being partly drawn
to pay the proposed dividend.

"Harbor Freight Tools' proposed debt-financed dividend falls in
line with our expectations for the company to periodically
increase leverage to the 4x-area for a debt-financed dividend and
then manage leverage down through growth and profitability to the
low 3x-area," said credit analyst Nalini Saxena.  "As a point of
reference, the company's LTM debt/EBITDA was 3.1x as of the fiscal
third quarter (ended April 30) following a steady reduction based
on new store development and increased sales, versus 4.0x leverage
at the end of fiscal 2012 following a dividend payout.  We assume
the 4x-area is the leverage level which the company will
periodically reach as it funds debt-financed dividends, based on
its track record in recent years. We believe the company's good
operating performance trends will continue."

The stable outlook reflects S&P's expectation that financial
policy will remain very aggressive and will continue a cycle of
debt issuance, dividend payouts, and subsequent leverage reduction
through growth and profitability.  S&P expects the company to
manage leverage below 4x in order to retain sufficient prospects
for access to capital markets to continue its practice of periodic
large dividend payouts.  S&P also expects operating performance to
remain solid, with consistent growth fueled by new store
development and relatively stable margins resulting from vertical
integration.

S&P could lower the rating if financial policy were to lead to
larger than anticipated debt-financed dividends such that leverage
increases to the 5x-area.  Following the proposed transaction, at
the current EBITDA level, this would require approximately
$350 million of additional debt.  Another scenario for leverage to
increase to the 5x-area would involve pressures on growth and
profitability trends in addition to new debt--for example, a 10%
EBITDA decline that is perhaps due to increased competition along
with $150 million in additional debt.

Although unlikely at this time, S&P could consider an upgrade if
it believed the company's financial policies were to moderate such
that debt repayment would take a priority over dividends.  In this
scenario, credit measures would improve such that leverage would
be sustained below 3x.  This could occur if HFT repays
$450 million of debt at current operating performance levels.
Another scenario for leverage to decrease below 3x would involve
improvements to operating performance perhaps due to higher than
anticipated response to new store openings such that EBITDA
increases 20% and the company reduces debt by $200 million
following the proposed transaction.


HARBOR FREIGHT: Moody's Assigns B1 Rating to $1-Bil. Term Loan
--------------------------------------------------------------
Moody's Investors Service rated Harbor Freight Tools USA, Inc.
proposed $1 billion senior secured term loan B1. In addition, the
Corporate Family Rating and Probability of Default Rating of Ba3
and Ba3-PD were affirmed. Proceeds from the new senior secured
term loan will be used to refinance approximately $744 million of
existing debt and the balance, together with borrowings under its
revolving credit facility and excess cash held by the company,
will be used to fund a dividend to HFT's shareholders. The rating
outlook remains stable.

The proposed transaction will temporarily increase HFT leverage
such that Moody's estimates debt to EBITDA at July 31, 2013 will
be 4.7 times. The affirmation of the Ba3 Corporate Family Rating
with a stable outlook acknowledges the continued strength in HFT's
operating performance including its cash flow generation which
will allow HFT to quickly reduce leverage. The affirmation
reflects Moody's expectations that debt to EBITDA will fall back
below the 4.5 times downward rating trigger over the next twelve
months due to a combination of debt repayment and earnings growth.

The following rating is assigned subject to receipt of final
documentation:

  $1.0 billion term loan due 2019 at B1 (LGD 4, 64%)

The following ratings are affirmed:

  Corporate Family Rating at Ba3

  Probability of Default Rating at Ba3-PD

The following ratings will be withdrawn upon the closing of the
transaction and their repayment in full:

$750 million Sr. Secured term loan at B1 (LGD 4, 62%)

Ratings Rationale:

HFT's Ba3 Corporate Family Rating reflects its long term track
record of paying sizable debt financed dividends to its
shareholders. This has resulted in HFT having about a ten year
history of periodically increasing its debt levels and then
subsequently deleveraging from debt repayments and earnings
growth.

HFT's Ba3 Corporate Family Rating is supported by its unique niche
in providing value priced tools and equipment, strong operating
performance track record, and further opportunities for continued
store expansion. In addition, HFT's direct sourcing strategy
drives high EBIT margins and healthy cumulative free cash flow.
Value priced retailers, such as HFT, remain well positioned in the
current economic environment and will maintain share gains
realized during the most recent recession. Also, the rating
reflects HFT's small size relative to the larger home improvement
retailers, as well as its narrow product niche

Positive ratings consideration is also given to HFT's good
liquidity, which is supported by, adequate levels of cash on hand,
healthy free cash flow, and a $500 million ABL. Although the
facility size is ample, Moody's expects approximately $300 million
to be drawn over the next twelve to eighteen months. In addition
HFT has no near term maturities until 2018 when the asset based
revolving credit facility is due.

The stable outlook considers HFT's track record of meeting
earnings expectations and its history of debt financed dividends
as well as its ability to quickly deleverage through debt
repayment and earnings growth. The stable outlook also
acknowledges an expectation that new store expansion will be
measured and consistent with historical levels.

In view of the company's track record of debt financed dividends,
Moody's believes an upgrade in the near term is unlikely. Longer
term, an upgrade would require greater comfort that HFT financial
policy will remain balanced and prudent. At the same time, the
company would need to maintain moderate financial leverage with
debt to EBITDA sustained below 4.0 times.

Ratings could be downgraded should operating performance falter or
should HFT undertake further debt financed dividends that resulted
in a sustained increase in leverage. Quantitatively, ratings could
be downgraded if Moody's expected the company to sustain debt to
EBITDA above 4.5 times.

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

Privately-held, Harbor Freight Tools USA, Inc., headquartered in
Calabasas, California, sells value priced tools and equipment
through over 400 stores in 45 states as well as through the
internet and catalogues. Revenues are about $2.3 billion.


JACKSONVILLE BANCORP: Second Amendment to 10MM Shares Prospectus
----------------------------------------------------------------
Jacksonville Bancorp, Inc., is distributing nontransferable
subscription rights to purchase shares of the Company's common
stock exercisable for up to an aggregate of 10 million shares.

The Company has amended the registration statement to delay its
effective date until the Company files a further amendment which
specifically states that the Registration Statement will
thereafter become effective or until the Registration Statement
becomes effective as the Commission may determine.

Each whole subscription right will entitle a holder of the
Company's common stock, to purchase [   ] shares of common stock,
at a subscription price of $0.50 per share.  The subscription
price is the same price, on an as-converted basis, at which the
Company effected its December 2012 private placement of 50,000
shares of the Company's Series A Preferred Stock.  The offerees
and purchasers of the Series A Preferred Stock in the Private
Placement have waived their rights to participate in this rights
offering and will not be receiving any subscription rights.

The subscription rights will expire if they are not exercised by
5:00 p.m., New York time, on [   ], 2013, unless the Company
extends the rights offering period.

Concurrently with the rights offering, shares of common stock
offered by this prospectus that remain unsubscribed for in the
rights offering will be offered for sale to the public through
Hovde Group, LLC, who the Company has engaged to act as its
financial advisor and sales agent in the public offering.

The Company's common stock is listed on the Nasdaq Stock Market
under the symbol "JAXB."  On July 15, 2013, the last reported sale
price of the Company's common stock on the Nasdaq Stock Market was
$0.49 per share.

A copy of the Amendment No.2 to the Form S-1 prospectus is
available for free at http://is.gd/QMl6NP

                     About Jacksonville Bancorp

Jacksonville Bancorp, Inc., a bank holding company, is the parent
of The Jacksonville Bank, a Florida state-chartered bank focusing
on the Northeast Florida market with approximately $583 million in
assets and eight full-service branches in Jacksonville, Duval
County, Florida, as well as the Company's virtual branch.  The
Jacksonville Bank opened for business on May 28, 1999, and
provides a variety of community banking services to businesses and
individuals in Jacksonville, Florida.

Jacksonville Bancorp disclosed a net loss of $43.04 million in
2012, a net loss of $24.05 million in 2011 and a $11.44 million
net loss in 2010.

The Company's balance sheet at March 31, 2013, showed
$520.89 million in total assets, $487.47 million in total
liabilities and $33.42 million in total shareholders' equity.

"Both Bancorp and the Bank must meet regulatory capital
requirements and maintain sufficient capital and liquidity and our
regulators may modify and adjust such requirements in the future.
The Bank's Board of Directors has agreed to a Memorandum of
Understanding (the "2012 MoU") with the FDIC and the OFR for the
Bank to maintain a total risk-based capital ratio of 12.00% and a
Tier 1 leverage ratio of 8.00%.  As of December 31, 2012, the Bank
was well capitalized for regulatory purposes and met the capital
requirements of the 2012 MoU.  If noncompliance or other events
cause the Bank to become subject to formal enforcement action, the
FDIC could determine that the Bank is no longer "adequately
capitalized" for regulatory purposes.  Failure to remain
adequately capitalized for regulatory purposes could affect
customer confidence, our ability to grow, our costs of funds and
FDIC insurance costs, our ability to make distributions on our
trust preferred securities, and our business, results of
operation, liquidity and financial condition, generally,"
according to the Company's annual report for the year ended
Dec. 31, 2012.


JB MILWAUKEE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: JB Milwaukee Avenue, LLC
        2241 W. Howard Street
        Chicago, IL 60645
        Tel: (312) 372-8703

Bankruptcy Case No.: 13-27773

Chapter 11 Petition Date: July 10, 2013

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

Judge: Jacqueline P. Cox

Debtor's Counsel: Linda Spak, Esq.
                  SPAK & ASSOC.
                  6938 N. Kenton
                  Lincolnwood, IL 60712
                  Tel: (312) 372-8703
                  Fax: (773) 338-4956
                  E-mail: attorneyspak@yahoo.com

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

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

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

The petition was signed by Jason Ding, partner.


JEFFERSON COUNTY: Selects Citigroup to Underwrite New Sewer Bonds
-----------------------------------------------------------------
Jefferson County, Alabama selected Citigroup Inc. to manage an
underwriting of new sewer bonds generating $1.963 billion to cover
the $1.835 billion earmarked to pay off existing sewer bondholders
at a discount under the county's Chapter 9 municipal debt-
adjustment plan.

Reuters reports that the county also selected Public Resources
Advisory Group to act as financial adviser for the sewer warrants
deal.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that there will be an Aug. 6 hearing to consider the
adequacy of explanatory disclosure materials which, if approved,
will allow creditors to vote on the plan.  Approval of the plan
shouldn't be much in doubt.

Bloomberg relates that the Plan was the product of a settlement
supported by holders of more than 75 percent of the $3.2 billion
in sewer debt at the core of the county's financial problems.
Sewer bondholders will receive 65 percent in cash.  If they waive
claims against JPMorgan Chase & Co. and bond insurers, they
receive 80 percent in cash.

The county's plan filed on June 30 still must be confirmed by a
federal judge but contains agreements with the biggest Wall Street
creditors, such as JPMorgan Chase, that include losses of as much
as 70 cents on the dollar, the Reuters report related.

The defaults and losses imposed on bondholders are on a scale not
seen since the 1930s and are likely to translate into pricier
borrowing by the county for decades, portfolio managers and
analysts have said, according to the report.  The county's sewer
debt is rated Ca with a negative outlook by Moody's Investors
Service.

                       About Jefferson County

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

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

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

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

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

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

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

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

In June 2013, the county reached settlement with holders of 78
percent of the $3.1 billion in sewer debt at the core of the
county's financial problems.  The bondholders will be paid $1.84
billion through a refinancing, according to a term sheet.  The
settlement calls for JPMorgan Chase & Co., the owner of $1.22
billion in bonds, to make the largest concessions so other
bondholder will recover more.


K-V PHARMACEUTICAL: Gets Judge's Nod to Collect Ch. 11 Plan Votes
-----------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that K-V
Pharmaceutical Co. can now begin soliciting creditor votes for its
Chapter 11 restructuring plan after receiving the go-ahead from a
New York bankruptcy judge Tuesday and months of bouncing back and
forth between two competing groups of interested investors.

According to the report, U.S. Bankruptcy Judge Allan L. Gropper
approved the women's health care company's disclosure statement,
which will allow creditors to vote on the plan. All objections to
the disclosure statement were either withdrawn or resolved before
Tuesday's court hearing, the report said.

                      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.


LEAP WIRELESS: Moody's Mulls Ratings Upgrade Following AT&T Deal
----------------------------------------------------------------
Moody's Investors Service has placed all ratings of Leap Wireless
International, Inc., including its B3 Corporate Family Rating, on
review for upgrade following the July 12 announcement that the
company has entered into a definitive agreement with AT&T Inc.
that contemplates AT&T acquiring Leap for $15 per share in cash,
for an approximate total cost of $1.2 billion.

The transaction is expected to close in six to nine months,
pending Leap shareholder approval and regulatory approvals. Owners
of approximately 29.8% of Leap's outstanding shares have already
entered into an agreement to vote in favor of the transaction.

Moody's has taken the following rating actions:

Issuer: Cricket Communications, Inc.

On Review for Possible Upgrade:

  $400M Senior Secured Bank Credit Facility, Placed on Review for
  Possible Upgrade, currently Ba3

  $1425M Senior Secured Bank Credit Facility, Placed on Review
  for Possible Upgrade, currently Ba3

  $1600M 7.75% Senior Unsecured Regular Bond/Debenture, Placed on
  Review for Possible Upgrade, currently Caa1

Outlook Actions:

Outlook, Changed To Rating under Review from Stable

Issuer: Leap Wireless International, Inc.

On Review for Possible Upgrade:

  Probability of Default Rating, Placed on Review for Possible
  Upgrade, currently B3-PD

  Corporate Family Rating, Placed on Review for Possible Upgrade,
  currently B3

  $250M 4.5% Senior Unsecured Conv./Exch. Bond/Debenture, Placed
  on Review for Possible Upgrade, currently Caa1

Outlook Actions:

Outlook, Changed To Rating under Review from Stable

Ratings Rationale:

Leap gains from the transaction due to the relative strength of
AT&T, which has investment-grade credit ratings and greater access
to capital. The transaction also provides Leap customers access to
AT&T's nationwide LTE network. Leap's current 3G network covers
approximately 96 million POPs across 35 states, and the company's
LTE network covers approximately 21 million POPs. The combined
company will have the scale, spectrum and an enhanced smartphone
lineup to better compete against other U.S. wireless carriers
operating in the low-cost prepaid segment.

The review of Leap's ratings will focus on AT&T's plans with
regard to the existing Leap debt and the post-close capital
structure of Leap.

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


LEAP WIRELESS: S&P Puts 'B-' CCR on Creditwatch Positive
--------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' corporate
credit rating on Leap Wireless International Inc. on CreditWatch
with positive implications.  At the same time, S&P placed the 'B+'
issue-level on subsidiary Cricket Communications Inc.'s secured
credit facilities and the 'CCC+' issue-level rating on Cricket's
unsecured notes on CreditWatch with positive implications; the
recovery rating on the credit facilities remains '1' and the
recovery rating on the unsecured notes remains '5'.  In addition,
S&P placed the 'CCC' issue-level rating on Leap's convertible debt
on CreditWatch positive; the recovery rating remains '6'.

The change-of-control provisions in the credit facilities
agreement and the Cricket notes indenture are not triggered as a
result of this transaction, while the convertible debt is only
subject to a put option at the discretion of the holders.

The CreditWatch placement follows AT&T's announcement that it will
acquire Leap for $1.2 billion.  We would expect to raise its
corporate credit rating on Leap and the rating on Cricket's
secured and unsecured notes and Leap's convertible notes to that
of AT&T after the transaction closes because it would consider
Leap's assets to be core to AT&T's wireless strategy, which
includes expansion of its prepaid business and additional coverage
for fourth generation (4G) services under the Long-Term Evolution
(LTE) standard.

"The CreditWatch placement indicates our view that we would raise
the ratings on Leap and its subsidiary to those of AT&T upon
successful completion of the acquisition, which is subject to FCC
and DOJ review, and which we expect will close in six to nine
months," said Standard & Poor's credit analyst Catherine
Cosentino.


LEHMAN BROTHERS: Parent Still Disputes With LBI on Bankhaus Deal
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that reorganized Lehman Brothers Holdings Inc. was slated
to tangle in bankruptcy court July 17 with James Giddens, the
trustee liquidating the Lehman brokerage subsidiary, and with the
liquidator for the German affiliate Lehman Brothers Bankhaus AG.

According to the report, the hearing is for approval of a
settlement where Mr. Giddens proposes giving the German affiliate
an approved unsecured claim for $550 million.  The Lehman parent
is opposed, having previously said the settlement is "grossly
inflated and unjustified."

The report notes that first disclosed in November, the settlement
then was for $600 million.  It was reduced by $50 million after
the Lehman parent brought to light payments reducing the German's
liquidator's claim that was originally $1.35 billion.  If approved
by the judge, the Lehman brokerage trustee will waive a $105,000
claim against the German affiliate.  The disagreement surrounds
the value of securities underlying repurchase agreements.  The
Lehman parent believes the German liquidator's valuation is
inflated.

The report relates that in response, Mr. Giddens filed papers late
last week showing that leveraged-loan indexes come up with a value
between $400 million and $600 million.  The trustee also says the
settlement is midway between the $287 million he proposed and the
$810 million sought by the German liquidators.  If the court
doesn't disapprove the settlement outright, the Lehman parent
wants the judge to delay the hearing and allow time for
investigation into the valuation of the so-called repo securities.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: SIPA Trustee Defends LB Bankhaus Deal
------------------------------------------------------
The trustee of Lehman Brothers Holdings Inc.'s brokerage asked
Judge James Peck to overrule the company's objection to the
proposed deal that would cut Lehman Brothers Bankhaus AG's $1.35
billion claim against the brokerage by almost half.

LBHI is objecting to the total amount that Lehman Bankhaus would
get from the settlement, saying it is "grossly inflated and
unjustified."

Under the deal, Lehman Bankhaus agreed to further reduce its
claim from $1.35 billion to $550 million.  The company previously
agreed to get $600 million from the settlement.

James Giddens, the trustee appointed to liquidate Lehman Brothers
Inc., argued that the settlement amount of $550 million is the
"approximate midpoint" between two opposing valuations of the
claim -- the $810 million as estimated by Lehman Bankhaus and
$287 million as estimated by the holdings company.

"It is a reasonable midpoint of the two extremes, and well within
the trustee's estimated value of the claim," Mr. Giddens said in
a court filing.  "It is thus firmly within the reasonable range
of possible outcomes."

Lehman's objection to the proposed deal also drew flak from Dr.
Michael Frege, Lehman Bankhaus' administrator.

"[Lehman] asks this court to disregard the settlement even though
in the absence of a settlement, the litigation would be
exceedingly complex and risky for LBI's creditors," the
administrator said.

A court hearing to consider approval of the settlement was
scheduled for July 17.

Dr. Michael Frege is represented by:

     D. Farrington Yates, Esq.
     DENTONS US LLP
     1221 Avenue of the Americas
     New York, NY 10020
     Tel: (212) 768-6700
     Fax: (212) 768-6800
     Email: farrington.yates@dentons.com

          - and -

     Patrick Maxcy, Esq.
     Christopher Soper, Esq.
     DENTONS US LLP
     233 South Wacker Drive, Suite 7800
     Chicago, IL 60606
     Tel: (312) 876-8000
     Fax: (312) 876-7934
     Email: patrick.maxcy@dentons.com
            christopher.soper@dentons.com

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: RFWSD Ink Deal to Assume Pre-Inclusion Agreements
------------------------------------------------------------------
Lehman Brothers Holdings Inc. signed an agreement, which calls for
withdrawal of claims filed by Roaring Fork Water and Sanitation
District against the company's subsidiary.

Under the deal, Roaring Fork agreed to drop its claims against LB
Rose Ranch LLC in exchange for the assumption of their pre-
inclusion agreements by the Lehman subsidiary pursuant to its
Chapter 11 plan.  The agreement is available for free at
http://is.gd/yC9M6X

Roaring Fork Water is represented by:

     Lawrence R. Green, Esq.
     BALCOMB & GREEN, PC
     818 Colorado Ave.
     Glenwood Springs, CO 81601
     Tel: (970) 945-6546
     Fax: (970) 945-8902

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


LEHMAN BROTHERS: Liberty Funds Reach Deal to Amend Claims
---------------------------------------------------------
Lehman Brothers Holdings Inc. signed an agreement, which calls for
the amendment of claims filed by a group of funds led by
LibertyView Funds L.P.

Under the deal, both sides agreed to the amendment of the claims
by withdrawing portions of those claims that assert a liability
or seek a recovery related to the so-called "best claims"
asserted by the funds against Lehman's European unit.  A copy of
the agreement is available for free at http://is.gd/vL8y1G

LibertyView Funds is represented by:

     Michael Etkin, Esq.
     Scott Cargill, Esq.
     LOWENSTEIN SANDLER PC
     1251 Avenue of the Americas
     New York, NY 10020
     Tel: (212) 262-6700
     Fax: (212) 262-7402
     Email: metkin@lowenstein.com
            scargill@lowenstein.com

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


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

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

Lehman sold Archstone in a $6.5 billion cash and stock deal to
Sam Zell's Equity Residential and AvalonBay Communities Inc.  The
sale will provide Lehman with additional funds to pay creditors
and gives its estate a stake in those companies.

Under the deal, the company will receive nearly $2.69 billion in
cash plus 34.5 million shares of Equity Residential's stock and
14.9 million shares of AvalonBay's stock that are worth about
$3.8 billion combined.  Lehman will have a 13.2% stake in
AvalonBay and 9.8% stake in the other company after the deal.
Equity Residential will acquire about 60% of Archstone's assets
and liabilities.  The other buyer will acquire about 40%.

Equity Residential is selling 19 million shares in a public
offering to fund the deal, which could include up to 2.9 million
additional shares for overallotments.  AvalonBay plans to sell
14.5 million shares, plus 2.2 million for overallotments.

                       About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was
the fourth largest investment bank in the United States.  For
more than 150 years, Lehman Brothers has been a leader in the
global financial markets by serving the financial needs of
corporations, governmental units, institutional clients and
individuals worldwide.

Lehman Brothers filed for Chapter 11 bankruptcy Sept. 15, 2008
(Bankr. S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy
petition disclosed US$639 billion in assets and US$613 billion in
debts, effectively making the firm's bankruptcy filing the
largest in U.S. history.  Several other affiliates followed
thereafter.

Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset
LLC sought for bankruptcy protection in December 2009.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at
Weil, Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell,
Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve
as counsel to the Official Committee of Unsecured Creditors.
Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's
investment banker.

On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S.
District Court for the Southern District of New York, entered an
order commencing liquidation of Lehman Brothers, Inc., pursuant
to the provisions of the Securities Investor Protection Act (Case
No. 08-CIV-8119 (GEL)).  James W. Giddens has been appointed as
trustee for the SIPA liquidation of the business of LBI.

The Bankruptcy Court approved Barclays Bank Plc's purchase of
Lehman Brothers' North American investment banking and capital
markets operations and supporting infrastructure for US$1.75
billion.  Nomura Holdings Inc., the largest brokerage house in
Japan, purchased LBHI's operations in Europe for US$2 plus the
retention of most of employees.  Nomura also bought Lehman's
operations in the Asia Pacific for US$225 million.

Lehman emerged from bankruptcy protection on March 6, 2012, more
than three years after it filed the largest bankruptcy in U.S.
history.  The Chapter 11 plan for the Lehman companies other than
the broker was confirmed in December 2011.

Lehman made its first payment of $22.5 billion to creditors in
April 2012 and a second payment of $10.2 billion on Oct. 1.  A
third distribution is set for around March 30, 2013.  The
brokerage is yet to make a first distribution to non-customers.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc., and other
insolvency and bankruptcy proceedings undertaken by its
affiliates.


MEDIMPACT HOLDINGS: Moody's Hikes CFR to B3 After Acquisitions
--------------------------------------------------------------
Moody's Investors Service upgraded MedImpact Holdings, Inc.'s
Corporate Family Rating to B3 from Caa1 and its Probability of
Default rating to B3-PD from Caa1-PD. At the same time, the
company's senior secured notes were raised to Caa2 from Caa3. The
rating outlook is stable. This rating action incorporates
MedImpact's announced plans to acquire Medical Security Card
Company, LLC and Apex Affinity, Inc., both offering discount drug
card services to retailers and other customers. In addition, this
action considers the company's bondholder consent solicitation to
raise another $160 million in secured notes to help fund these
transactions.

Ratings upgraded:

MedImpact Holdings, Inc.

  CFR to B3 from Caa1

  PDR to B3-PD from Caa1-PD

  Senior secured notes to Caa2 (LGD5, 80%) from Caa3 (LGD5, 88%)

Rating affirmed:

  Speculative grade liquidity rating at SGL-3

Ratings Rationale:

The rating upgrade reflects Moody's expectation that the company
will see steady financial performance, aided by recent contract
wins, and will delever over the next 12 to 18 months. Furthermore,
the proposed acquisitions will enhance the company's product lines
and provide opportunities to realize cost and revenue synergies.

Pro-forma for the acquisitions, the company's debt/EBITDA will
rise from about 4.9 times to about 5.4 times based on financial
results for the twelve months ended March 31, 2013. Moody's
expects leverage to moderate, absent any additional large
acquisitions, dropping to 5.0 times or below by the end of 2014.

The B3 CFR reflects very high leverage, a small revenue base, cash
flow that is dependent on working capital benefits, and aggressive
financial practices stemming from a highly concentrated ownership
structure. The ratings also consider MedImpact's position as a
niche pharmacy benefit manager (PBM) that serves mid-sized
customers, including hospital systems, regional managed care
organizations and state Medicaid health plans. Recent new contract
wins and renewals should help support top-line growth and adequate
liquidity. MedImpact does not purchase drugs or own mail-order
fulfillment or specialty services, and often provides
administrative services, such as adjudication of claims to its
customers. While the ratings reflect Moody's belief that leverage
will moderate as EBITDA improves, there is the potential that the
company will pursue additional large debt-financed acquisitions in
order to improve scale.

The stable outlook reflects Moody's expectation that the company
will continue to generate positive free cash flow and adequate
liquidity, aided by good retention rates and new customer
contracts. If MedImpact realizes improved sales and profitability
so that debt/EBITDA is sustained below 4.0 times, the ratings
could be upgraded. In addition, Moody's would need to see RCF/debt
that is sustained well above 10%. This further assumes that
management demonstrates a commitment to more conservative
financial practices. If operating results (associated with loss of
members or pricing constraints) deteriorate, the ratings could be
downgraded. A need to borrow for additional large acquisitions or
to address payable needs or weakened liquidity could also result
in a rating downgrade. Debt/EBITDA sustained above 5.0 times could
also result in a ratings downgrade.

The company's SGL-3 reflects its adequate liquidity profile,
characterized by volatile working capital swings, which may
require draws on MedImpact's modest sized, though currently
undrawn, ABL revolver. While the ABL is backed by allowable
receivables, other assets - including real estate and those
related to aviation - secure the notes payable and therefore are
not available as an alternate liquidity source.

The senior secured notes are secured by equity, providing limited
protection for bondholders. In addition, the presence of sizeable
payables, along with the $20 million ABL revolver at the operating
company and the secured notes payable at various restricted
subsidiaries, result in the senior notes being rated two notches
below the CFR.

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

MedImpact Healthcare Systems, Inc., a wholly-owned operating
subsidiary of MedImpact Holdings, Inc., is a Pharmacy Management
(PBM) headquartered in San Diego, California.


MEDIMPACT HOLDINGS: S&P Assigns 'B-' CCR; Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B-'
corporate credit rating to San Diego, Calif.-based MedImpact
Holdings Inc.  S&P's rating outlook is stable.

S&P assigned its 'B-' issue rating to MedImpact's $390 million
senior secured notes, with a '3' recovery rating, indicating S&P's
expectation for meaningful (50% to 70%) recovery of principal for
senior secured lenders in the event of payment default.  The
company currently has $230 million of notes in place and raised
the incremental $160 million to fund pending acquisitions.

"Our rating on MedImpact Holdings Inc. reflects our assessment of
the company's "weak" business risk profile and its "highly
leveraged" financial risk profile.  Our rating also incorporates a
weak management and governance score, primarily due to the lack of
oversight from a truly independent board and past investments in
noncore activities utilizing the company's discretionary cash
flow," said credit analyst John Bluemke.  "MedImpact's primary
operation consists of a PBM business, but also includes real
estate, aviation, and other private investments.  The PBM business
has been segregated for lending purposes, although S&P bases its
conclusions on the consolidated entity."  The outlook on MedImpact
is stable reflecting S&P's anticipation that weaker cash flow
measures will offset modest deleveraging .  S&P could raise the
rating if the company increased cash flow such that FFO/debt was
above 15% and S&P believed it would stay there, while also
remaining leveraged at below 5.0x.  This could occur if EBITDA
margins improved by approximately 200 bps above S&P's base case
assumption.  Still, given S&P's management and governance
assessment, and the presence of noncore operations, it is not
likely to view improved credit measures as permanent.

While unlikely, S&P could lower the rating if EBITDA margins
declined by more than 400 bps, likely combined with a working
capital reversal.  Such a scenario would result in cash flow
deficits and impair liquidity, consequently putting into question
the company's ability to meet maturing debt obligations over the
next three years.


MERCANTILE BANCORP: Sec. 341(a) Creditors' Meeting Set for Aug. 6
-----------------------------------------------------------------
The U.S. Trustee for Region 3 will hold a meeting of creditors of
Mercantile Bancorp, Inc., pursuant to Section 341(a) of the
Bankruptcy Code on Aug. 6, 2013, at 10:30 a.m., at the J. Caleb
Boggs Federal Building, at 844 King Street, Room 5209, in
Wilmington, Delaware.

This is the first meeting of creditors under Section 341(a) of the
Bankruptcy Code.

The meeting offers creditors a one-time opportunity to examine the
Debtors' representative under oath about the Debtors' financial
affairs and operations that would be of interest to the general
body of creditors.  Attendance by the Debtor's creditors at the
meeting is welcome, but not required.  The meeting may be
continued and concluded at a later date specified in a notice
filed with the U.S. Bankruptcy Court for the District of Delaware.

                     About Mercantile Bancorp

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

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

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

Stuart M. Brown, Esq. -- stuart.brown@dlapiper.com -- at DLA Piper
LLP (US), in Wilmington, Delaware; and Richard A. Chesley, Esq. --
richard.chesley@dlapiper.com -- Kimberly D. Newmarch, Esq. --
kim.newmarch@dlapiper.com -- and Aaron M. Paushter, Esq. --
aaron.paushter@dlapiper.com -- at DLA Piper LLP (US), in Chicago,
Illinois, are proposed attorneys for the Debtor.


MERCANTILE BANCORP: Seeks Extension of Deadline to File Schedules
-----------------------------------------------------------------
Mercantile Bancorp, Inc., asks Judge Kevin Carey of the U.S.
Bankruptcy Court for the District of Delaware to further extend
the time within which it must file its schedules of assets and
liabilities and statement of financial affairs through and
including July 31, 2013.

According to the Debtor, it needs the additional time because it
is unable to complete its Schedules and Statement within 14 days
of its Petition Date because of the complexity of its financial
affairs and the time that must be spent to prepare information for
potential alternate bidders.

                     About Mercantile Bancorp

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

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

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

Stuart M. Brown, Esq. -- stuart.brown@dlapiper.com -- at DLA Piper
LLP (US), in Wilmington, Delaware; and Richard A. Chesley, Esq. --
richard.chesley@dlapiper.com -- Kimberly D. Newmarch, Esq. --
kim.newmarch@dlapiper.com -- and Aaron M. Paushter, Esq. --
aaron.paushter@dlapiper.com -- at DLA Piper LLP (US), in Chicago,
Illinois, are proposed attorneys for the Debtor.


METRO ENTERPRISES: Case Summary & 4 Unsecured Creditors
-------------------------------------------------------
Debtor: Metro Enterprises, LLC
        645 Lefferts Avenue, Suite 2J
        Brooklyn, NY 11203

Bankruptcy Case No.: 13-44213

Chapter 11 Petition Date: July 10, 2013

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

Judge: Nancy Hershey Lord

Debtor's Counsel: Joel M. Shafferman, Esq.
                  SHAFFERMAN & FELDMAN, LLP
                  18 East 41st Street, Suite 1201
                  New York, NY 10017
                  Tel: (212) 509-1802
                  Fax: (212) 509-1831
                  E-mail: joel@shafeldlaw.com

Scheduled Assets: $0

Scheduled Liabilities: $1,289,990

A copy of the Company's list of its four unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nyeb13-44213.pdf

The petition was signed by Reuven Komarovsky, member.


MIDCONTINENT COMM.: S&P Assigns 'BB-' Rating to $475MM Facility
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB-' issue-level
rating and '2' recovery rating to Minneapolis-based incumbent
cable provider Midcontinent Communications' proposed $475 million
senior secured credit facility, which will consist of a
$125 million revolving credit facility due 2018, a $125 million
term loan A due 2018, and a $225 million term loan B due 2020.
The '2' recovery rating indicates S&P's expectation for
substantial (70% to 90%) recovery in the event of payment default.

In addition, S&P assigned a 'B-' issue-level rating and '6'
recovery rating to the company's proposed $250 million of senior
unsecured notes due 2021 to be issued by Midcontinent
Communications and co-borrower Midcontinent Finance Corp. under
Rule 144A without registration rights.  The '6' recovery rating
indicates S&P's expectation for negligible (0% to 10%) recovery in
the event of payment default.  At the same time, S&P affirmed its
'B+' corporate credit rating.  The outlook is stable.

The company will use proceeds from the term loans and new notes,
along with $7 million of cash, to repay the existing $219 million
term loan A, the $381 million term loan B, and pay about
$7 million of related fees and expenses.

"While the transaction allows the company to extend its debt
maturities and does not affect leverage, which is about 3.9x on a
pro forma basis, these factors are not sufficient to warrant a
change in our financial risk assessment, which we view as 'highly
leveraged' under our criteria," said Standard & Poor's credit
analyst Allyn Arden.  Credit measures are good relative to S&P's
financial risk assessment, although the potential dissolution of
Midcontinent's partnership with Comcast Corp. could ultimately
lead to significantly higher leverage.  Both companies have the
mutual option to sell their stakes to the other owner starting in
October 2014 and every two years thereafter.  A key credit risk is
that if Comcast elects to sell its stake, leverage could increase
to around 6x or more, depending on the valuation.

S&P's base-case scenario also includes the following assumptions:

   -- Total revenue increases around 7% in 2013 and 4% to 5% over
      the next couple of years.

   -- Modest basic video subscriber growth in 2013, though video
      customers decline at a 2% to 3% annual rate thereafter due
      to competitive pressures from cable overbuilders and
      satellite TV as well as maturing product conditions.

   -- HSD subscribers increase around 5% to 6% in 2013 and 3% to
      4% in the following years.

   -- Telephone customers decline around 1% to 2% as growth in
      commercial subscribers is more than offset by a decline in
      residential customers, primarily due to wireless
      substitution.

   -- The EBITDA margin declines to the mid-30% area longer term
      from about 38.5% in 2012 due to rising programming expense.

   -- Capital expenditures of about $70 million to $75 million
      annually.

   -- About $30 million of discretionary cash flow in 2013 with
      limited amounts thereafter due to higher tax distributions
      to the partnership.

In addition to the highly leveraged financial risk profile, S&P
views Midcontinent's business risk profile as "satisfactory".  Key
business risk factors include the company's small scale and low
system densities; mature revenue growth prospects for basic video
services; and competitive pressures from satellite TV providers,
incumbent phone companies, and cable overbuilders.  These business
risk factors are somewhat overshadowed by its position as a
dominant provider of pay-TV services, its programming and
equipment purchasing agreement with Comcast, and solid
profitability.

The outlook is stable.  S&P expects Midcontinent to benefit from
solid growth in advanced video and HSD services in the near term
and competitive dynamics in its territories to remain favorable
relative to other larger incumbent cable operators.  S&P could
raise the ratings if leverage remained below 5x on a sustained
basis.  However, upgrade prospects are constrained by financial
policy considerations, particularly related to the buy/sell
provision with Comcast, which S&P believes could result in higher
leverage.

A dissolution of the partnership would hurt Midcontinent's margins
since it benefits from purchasing programming and equipment at
Comcast rates.  If this event were to occur and was coupled with
increased competitive pressures and higher churn, resulting in
leverage rising above 7x, S&P could lower the ratings.


MIDTOWN SCOUTS: U.S. Trustee Unable to Form Committee
-----------------------------------------------------
The United States Trustee said that an official committee under
11 U.S.C. Sec. 1102 has not been appointed in the bankruptcy case
of Midtown Scouts Square Property, LP, and affiliate Midtown
Scouts Square, LLC.

The United States Trustee has attempted to solicit creditors
interested in serving on the Unsecured Creditors Committee from
the 20 largest unsecured creditors.  After excluding governmental
units, secured creditors and insiders, the U.S. Trustee has been
unable to receive sufficient interest in serving on the Committee,
in order to appoint a proper Committee.

The U.S. Trustee reserves the right to appoint such a committee
should interest developed among the creditors.

                   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-square-
foot two-storey 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.


MIDTOWN SCOUTS: Has Final Approval for DIP Funding
--------------------------------------------------
Midtown Scouts Square Property, LP, et al., obtained final
approval from the U.S. Bankruptcy Court to use cash collateral and
incur $1 million of DIP financing.

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

Rental income from the two properties is currently insufficient to
fund operations.  The Debtor's motion discloses that the Debtor's
limited partner will provide an unsecured DIP financing of up to
$1 million to cover the projected shortfall of funds.  The DIP
financing will be allowed as an administrative expense pursuant to
11 U.S.C. Sec. 503(b)(1).

The DIP financing will bear interest of 7% per annum and will
mature on Dec. 31, 2013.  The DIP lender is Atul Lucky Chopra,
M.D., according to the promissory note.

The Bank of Houston and Mercantile Capital Corp are granted
replacement liens on all of the Debtor's accounts receivable and
rents acquired after the bankruptcy filing.  The Debtor is
required to make monthly payments of principal and interest of
$30,300 to Bank of Houston until June 4, 2015, to pay off loans
used to renovate the building and build the parking garage.  The
Debtor owes Mercantile $3.35 million in principal for loans
provided for the renovation of the office building.

Midtown Scouts Square Property, LP, and an affiliate, 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 Debtors'
counsel.


MONITOR COMPANY: Seeks Conversion to Chapter 7
----------------------------------------------
MCG Limited Partnership, f/k/a Monitor Company Group, and its
debtor affiliates, the Official Committee of Unsecured Creditors,
and Caltius Partners IV, LP, jointly ask the U.S. Bankruptcy Court
for the District of Delaware to convert the Chapter 11 cases to
cases under Chapter 7 of the Bankruptcy Code.

To recall, the Debtors sold substantially all of their assets to
Deloitte Consulting LLP and DSCH Limited.  The Sale closed in
January.  Pursuant to the terms of the Sale, the Debtors and the
Buyer entered into a Transition Services Agreement, which required
the Debtors to undertake certain obligations to assist in the Sale
and the transition of the assets to the Buyer from the Debtors.
The Debtors' obligations under the TSA expired as of June 30,
2013, and the Buyer's obligations to provide certain services to
the Debtors under the TSA expired July 15, 2013.

The parties believe that the most effective and efficient
administration of the bankruptcy cases will be pursuant to
Chapter 7.

Caltius has agreed to certain carve-outs from proceeds of the Sale
for payment of Chapter 11 and other administrative expenses.
Specifically, the Carve-Out consists of:

   -- the Pre-Sale Carve-Out, which includes amounts necessary to
      permit the payment of accrued and unpaid professional fees
      and disbursements that are ultimately allowed by an order of
      the Bankruptcy Court incurred by the Debtors and the
      Creditors' Committee prior to and including Jan. 11, 2013;

   -- the payment of accrued and unpaid administrative expenses
      incurred by the Debtors in the ordinary course of their
      business prior to the closing of the Sale, in an amount not
      to exceed $1.950 million;

   -- the payment of accrued and unpaid professional fees and
      disbursements incurred by the Debtors and the Committee, the
      fee auditor, and Epiq Systems, Inc., prior to and including
      the date of conversion of the bankruptcy cases;

   -- Chapter 7 expenses in an amount not to exceed $50,000;

   -- the payment of all fees pursuant to Section 1930 of Title 28
      of the U.S. Code;

   -- $2.3 million for payment of any and all amounts required to
      avoid liability of natural persons due to those persons'
      control or oversight of the Debtors or otherwise as
      responsible persons or persons with day-to-day management or
      control;

   -- $1.0 million for the payment of reasonable professional and
      other fees and expenses incurred in connection with the
      calculation and payment of Trust Fund Obligations and estate
      tax filings; and

   -- $4.363 million to be used in an manner consistent with the
      extended Wind Down Budget.

As a result of engagement of the Debtors' employees in responding
to an audit by the Internal Revenue Service related to the 2011
tax year, certain work by the Debtors' employees in preparation
for filing 2012 and 2013 tax returns has not been completed and is
expected to be completed after conversion of the bankruptcy cases.
Certain obligations under the Deloitte Asset Purchase Agreement,
including the preparation and filing of 2012 and 2013 tax returns
and the transfers of certain investment partnerships, have also
not been completed.  The Debtors have asked an additional
commitment from Caltius beyond the Carve Out to cover certain
post-conversion expenses related to the preparation of the
Debtors' 2012 and 2013 tax returns.  Caltius has asserted that
sufficient funds already exist in the Carve Out for that purpose.
However, Caltius has agreed to work in good faith with the Debtors
to make amendments to the Carve Out with respect to post-
conversion costs to prepare the Debtors' 2012 and 2013 tax returns
that are necessary and mutually agreeable.

The Parties ask that these cases be converted after payment of
fees and expenses allowed pursuant to fee applications for the
quarter ended March 31, 2013 scheduled for hearing on Aug. 5,
2013.  The Parties further ask that the Court schedule a filing
deadline, objection deadline and hearing date for the submission
and allowance of final Chapter 11 fee applications for
professionals for the Debtors and the Committee.

A hearing on the motion will be held on Aug. 5, 2013, at 10:00
a.m. (ET).  Objections are due July 29.

David B. Stratton, Esq., James C. Carignan, Esq., and John H.
Schanne II, Esq., at PEPPER HAMILTON LLP, in Wilmington, Delaware;
D. Ross Martin, Esq., James M. Wilton, Esq., and Jonathan P.
Reisman, Esq., at ROPES & GRAY LLP, in Boston, Massachusetts; and
Adam J. Goldstein, Esq., at ROPES & GRAY LLP, in New York, for the
Debtors.

Norman L. Pernick, Esq., at COLE, SCHOTZ, MEISEL, FORMAN &
LEONARD, P.A., in Wilmington, Delaware; and Warren A. Usatine,
Esq., and Ryan T. Jareck, Esq., at COLE, SCHOTZ, MEISEL, FORMAN &
LEONARD, P.A., in Hackensack, New Jersey; and Michael D. Warner,
Esq., at COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A., in Fort
Worth, Texas, for the Creditors' Committee.

Jeremy W. Ryan, Esq., and Ryan M. Murphy, Esq., at POTTER ANDERSON
& CORROON LLP, in Wilmington, Delaware; and John P. Sieger, Esq.,
and Peter A. Siddiqui, Esq., at KATTEN MUCHIN ROSENMAN LLP, in
Chicago, Illinois, for Caltius.

                      About Monitor Company

Monitor Company Group LP -- http://www.monitor.com/-- is a global
consulting firm with 1,200 personnel in offices across 17
countries worldwide.  Founded in 1983 by six entrepreneurs, and
headquartered in Cambridge, Massachusetts, Monitor advises for-
profit, sovereign, and non-profit clients on growing their
businesses and economies and furthering their charitable purposes.

Monitor and several affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012.
Judge Hon. Christopher S. Sontchi presides over the case.  Pepper
Hamilton LLP and Ropes & Gray LLP serve as the Debtors' counsel.
The financial advisor is Carl Marks Advisory Group LLC.  Epiq
Bankruptcy Solutions, LLC is the claims and noticing agent.

The petitions were signed by Bansi Nagji, president.

Cole, Schotz, Meisel, Forman & Leonard, P.A., represents the
Committee of Unsecured Creditors as counsel.

Bank of America is represented in the case by Jinsoo Kim, Esq.,
and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark
D. Collins, Esq., at Richards Layton & Finger PA.

J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden
Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq.,
and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware,
represent Deloitte Consulting LLP.

Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP
IV Pass-Through (Monitor) LP are represented by John Sieger, Esq.,
at Katten Muchin Rosenman LLP.

Monitor's consolidated unaudited financial statements as of
June 30, 2012, which include the assets and liabilities of non-
Debtor foreign subsidiaries, reflected total assets of roughly
$202 million (including $93 million in current assets) and total
liabilities of roughly $200 million.

Monitor filed for bankruptcy to sell substantially all of their
businesses and assets to Deloitte Consulting LLP, a Delaware
registered limited liability partnership and DCSH Limited, a UK
company limited by shares, subject to higher or otherwise better
offers.  The base purchase price set forth in the Stalking Horse
Agreement is $116.2 million, plus (i) assumption of certain
liabilities and (ii) certain cure costs for assumed contracts.
The Stalking Horse Agreement provides for the Stalking Horse
Bidder to receive a combined breakup fee and expense reimbursement
of $4 million.

The Debtors held an auction on Nov. 28, 2012, at the offices of
the Sellers' counsel, Ropes & Gray LLP in New York.  In mid-
January 2013, Judge Sontchi allowed the Debtors to sell its assets
to Deloitte Consulting for $116.2 million.


MONITOR COMPANY: Seeks Conversion to Chapter 7
----------------------------------------------
MCG Limited Partnership, f/k/a Monitor Company Group, and its
debtor affiliates, the Official Committee of Unsecured Creditors,
and Caltius Partners IV, LP, jointly ask the U.S. Bankruptcy Court
for the District of Delaware to convert the Chapter 11 cases to
cases under Chapter 7 of the Bankruptcy Code.

To recall, the Debtors sold substantially all of their assets to
Deloitte Consulting LLP and DSCH Limited.  The Sale closed in
January.  Pursuant to the terms of the Sale, the Debtors and the
Buyer entered into a Transition Services Agreement, which required
the Debtors to undertake certain obligations to assist in the Sale
and the transition of the assets to the Buyer from the Debtors.
The Debtors' obligations under the TSA expired as of June 30,
2013, and the Buyer's obligations to provide certain services to
the Debtors under the TSA expired July 15, 2013.

The parties believe that the most effective and efficient
administration of the bankruptcy cases will be pursuant to
Chapter 7.

Caltius has agreed to certain carve-outs from proceeds of the Sale
for payment of Chapter 11 and other administrative expenses.
Specifically, the Carve-Out consists of:

   -- the Pre-Sale Carve-Out, which includes amounts necessary to
      permit the payment of accrued and unpaid professional fees
      and disbursements that are ultimately allowed by an order of
      the Bankruptcy Court incurred by the Debtors and the
      Creditors' Committee prior to and including Jan. 11, 2013;

   -- the payment of accrued and unpaid administrative expenses
      incurred by the Debtors in the ordinary course of their
      business prior to the closing of the Sale, in an amount not
      to exceed $1.950 million;

   -- the payment of accrued and unpaid professional fees and
      disbursements incurred by the Debtors and the Committee, the
      fee auditor, and Epiq Systems, Inc., prior to and including
      the date of conversion of the bankruptcy cases;

   -- Chapter 7 expenses in an amount not to exceed $50,000;

   -- the payment of all fees pursuant to Section 1930 of Title 28
      of the U.S. Code;

   -- $2.3 million for payment of any and all amounts required to
      avoid liability of natural persons due to those persons'
      control or oversight of the Debtors or otherwise as
      responsible persons or persons with day-to-day management or
      control;

   -- $1.0 million for the payment of reasonable professional and
      other fees and expenses incurred in connection with the
      calculation and payment of Trust Fund Obligations and estate
      tax filings; and

   -- $4.363 million to be used in an manner consistent with the
      extended Wind Down Budget.

As a result of engagement of the Debtors' employees in responding
to an audit by the Internal Revenue Service related to the 2011
tax year, certain work by the Debtors' employees in preparation
for filing 2012 and 2013 tax returns has not been completed and is
expected to be completed after conversion of the bankruptcy cases.
Certain obligations under the Deloitte Asset Purchase Agreement,
including the preparation and filing of 2012 and 2013 tax returns
and the transfers of certain investment partnerships, have also
not been completed.  The Debtors have asked an additional
commitment from Caltius beyond the Carve Out to cover certain
post-conversion expenses related to the preparation of the
Debtors' 2012 and 2013 tax returns.  Caltius has asserted that
sufficient funds already exist in the Carve Out for that purpose.
However, Caltius has agreed to work in good faith with the Debtors
to make amendments to the Carve Out with respect to post-
conversion costs to prepare the Debtors' 2012 and 2013 tax returns
that are necessary and mutually agreeable.

The Parties ask that these cases be converted after payment of
fees and expenses allowed pursuant to fee applications for the
quarter ended March 31, 2013 scheduled for hearing on Aug. 5,
2013.  The Parties further ask that the Court schedule a filing
deadline, objection deadline and hearing date for the submission
and allowance of final Chapter 11 fee applications for
professionals for the Debtors and the Committee.

A hearing on the motion will be held on Aug. 5, 2013, at 10:00
a.m. (ET).  Objections are due July 29.

David B. Stratton, Esq., James C. Carignan, Esq., and John H.
Schanne II, Esq., at PEPPER HAMILTON LLP, in Wilmington, Delaware;
D. Ross Martin, Esq., James M. Wilton, Esq., and Jonathan P.
Reisman, Esq., at ROPES & GRAY LLP, in Boston, Massachusetts; and
Adam J. Goldstein, Esq., at ROPES & GRAY LLP, in New York, for the
Debtors.

Norman L. Pernick, Esq., at COLE, SCHOTZ, MEISEL, FORMAN &
LEONARD, P.A., in Wilmington, Delaware; and Warren A. Usatine,
Esq., and Ryan T. Jareck, Esq., at COLE, SCHOTZ, MEISEL, FORMAN &
LEONARD, P.A., in Hackensack, New Jersey; and Michael D. Warner,
Esq., at COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A., in Fort
Worth, Texas, for the Creditors' Committee.

Jeremy W. Ryan, Esq., and Ryan M. Murphy, Esq., at POTTER ANDERSON
& CORROON LLP, in Wilmington, Delaware; and John P. Sieger, Esq.,
and Peter A. Siddiqui, Esq., at KATTEN MUCHIN ROSENMAN LLP, in
Chicago, Illinois, for Caltius.

                      About Monitor Company

Monitor Company Group LP -- http://www.monitor.com/-- is a global
consulting firm with 1,200 personnel in offices across 17
countries worldwide.  Founded in 1983 by six entrepreneurs, and
headquartered in Cambridge, Massachusetts, Monitor advises for-
profit, sovereign, and non-profit clients on growing their
businesses and economies and furthering their charitable purposes.

Monitor and several affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012.
Judge Hon. Christopher S. Sontchi presides over the case.  Pepper
Hamilton LLP and Ropes & Gray LLP serve as the Debtors' counsel.
The financial advisor is Carl Marks Advisory Group LLC.  Epiq
Bankruptcy Solutions, LLC is the claims and noticing agent.

The petitions were signed by Bansi Nagji, president.

Cole, Schotz, Meisel, Forman & Leonard, P.A., represents the
Committee of Unsecured Creditors as counsel.

Bank of America is represented in the case by Jinsoo Kim, Esq.,
and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark
D. Collins, Esq., at Richards Layton & Finger PA.

J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden
Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq.,
and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware,
represent Deloitte Consulting LLP.

Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP
IV Pass-Through (Monitor) LP are represented by John Sieger, Esq.,
at Katten Muchin Rosenman LLP.

Monitor's consolidated unaudited financial statements as of
June 30, 2012, which include the assets and liabilities of non-
Debtor foreign subsidiaries, reflected total assets of roughly
$202 million (including $93 million in current assets) and total
liabilities of roughly $200 million.

Monitor filed for bankruptcy to sell substantially all of their
businesses and assets to Deloitte Consulting LLP, a Delaware
registered limited liability partnership and DCSH Limited, a UK
company limited by shares, subject to higher or otherwise better
offers.  The base purchase price set forth in the Stalking Horse
Agreement is $116.2 million, plus (i) assumption of certain
liabilities and (ii) certain cure costs for assumed contracts.
The Stalking Horse Agreement provides for the Stalking Horse
Bidder to receive a combined breakup fee and expense reimbursement
of $4 million.

The Debtors held an auction on Nov. 28, 2012, at the offices of
the Sellers' counsel, Ropes & Gray LLP in New York.  In mid-
January 2013, Judge Sontchi allowed the Debtors to sell its assets
to Deloitte Consulting for $116.2 million.


MSR RESORT: Slams Five Mile's Objection to $2MM DIP Loan
--------------------------------------------------------
Kathryn Brenzel of BankruptcyLaw360 reported that Paulson & Co.'s
bankrupt real estate investment trust MSR Hotels & Resorts Inc. on
Monday urged a New York federal judge to approve $2 million in
post-petition financing against objections raised by Five Mile
Capital Partners LLC, arguing that the financing is its only
avenue for covering its bankruptcy bills.

According to the report, the REIT fired back against Five Mile's
arguments that debtor-in-position financing was unnecessary and
shifted control of MSR's Chapter 11 proceedings to its lender,
claiming that the facility is the best and only way MSR can
continue to operate.

                          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.


MUSCLEPHARM CORP: Amends 1.7 Million Shares Resale Prospectus
-------------------------------------------------------------
MusclePharm Corporation has filed with the U.S. Securities and
Exchange Commission a first amendment to the Form S-1 relating to
the registration of 1.74 million shares of common stock, $0.001
par value per share, of the Company for resale by Alder Capital
Partners I, LP, The Feinberg Family Trust, Christopher F. Egan
2002 Living Trust, et al., of which 703,236 were issued to them in
the March 2013 Private Placement, 100,000 shares were issued in a
May 2013 Private Placement, 150,000 were issued in a June 2013
Private Placement and an aggregate of 787,455 of which were issued
pursuant to three consulting agreements.

The Selling Shareholders will receive all of the net proceeds from
the offering of their shares.

The Company's common stock is presently quoted on the OTCBB under
the symbol "MSLP.OB".  On July 9, 2013, the last reported sale
price for the Company's common stock on the OTC BB was $10.85 per
share.

A copy of the amended prospectus is availabale for free at:

                        http://is.gd/VC7jYZ

                         About MusclePharm

Headquartered in Denver, Colorado, MusclePharm Corporation
(OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life-
style company that develops and manufactures a full line of
National Science Foundation approved nutritional supplements that
are 100 percent free of banned substances.  MusclePharm is sold in
over 120 countries and available in over 5,000 U.S. retail
outlets, including GNC and Vitamin Shoppe.  MusclePharm products
are also sold in over 100 online stores, including
bodybuilding.com, Amazon.com and Vitacost.com.

The Company reported a net loss of $23.28 million in 2011,
compared with a net loss of $19.56 million in 2010.  The Company's
balance sheet at March 31, 2013, showed $20.53 million in total
assets, $13.31 million in total liabilities and $7.22 million in
total stockholders' equity.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Berman & Company,
P.A., in Boca Raton, Florida, expressed substantial doubt about
the Company's ability to continue as a going concern.  The
independent auditors noted that the Company has a net loss of
$23,280,950 and net cash used in operations of $5,801,761 for the
year ended Dec. 31, 2011; and has a working capital deficit of
$13,693,267, and a stockholders' deficit of $12,971,212 at
Dec. 31, 2011.


NATIONAL HOLDINGS: Registers 24 Million Common Shares
-----------------------------------------------------
National Holdings Corporation filed a Form S-4 registration
statement with the U.S. Securities and Exchange Commission to
register 24 million shares of common stock at a proposed maximum
aggregate offering price of $7.2 million.

On June 20, 2013, National and Gilman Ciocia, Inc., entered into
an Agreement and Plan of Merger by and among National, Gilman and
National Acquisition Corp., and a wholly-owned subsidiary of
National or "Merger Sub".  In the proposed merger, Merger Sub will
be merged with and into Gilman, so that Gilman will become a
wholly-owned subsidiary of National.  If the merger is completed:

   * National stockholders will continue to own their existing
     shares of National common stock, par value $0.02 per share;

   * all of the outstanding shares of Gilman common stock, par
     value $0.01 per share, outstanding as of the effective time
     of the merger will be exchanged for a total of up to
     24,000,000 shares of National common stock, par value $0.02
     per share, which equates to an exchange ratio of 0.248843451
     shares of National common stock for each share of Gilman
     common stock, subject to adjustment;

   * National wll issue five-year options to purchase 1,750,000
     shares of National common stock to certain employees and
     independent contractors of Gilman at an exercise price of
     $0.50 per share;
   
   * National will pay off up to $5,400,000 of outstanding
     indebtedness of Gilman which shall exclude any capital
     leases, leasehold improvements, insurance premium financing
     and financing of the AT&T equipment lease of Gilman or its
     subsidiaries; and

   * the board of directors of National will be increased from
     nine members to 11 members and two persons nominated by the
     board of directors of Gilman and reasonably acceptable to
     National will be elected as Class I members of the board of
     directors of National and National will nominate such persons
     for election at the next election of Class I directors of
     National.

If the merger agreement is completed, Gilman will survive the
merger as a wholly-owned subsidiary of National and will still be
named Gilman Ciocia, Inc., after the merger and all Gilman
stockholders will become stockholders of National.

The merger is subject to the approval of Gilman stockholders.

National's common stock is quoted on the OTC Bulletin Board under
the symbol "NHLD."  On July 11, 2013, the closing, high and low
price for National common stock reported was $0.30 per share,
$0.30 and $0.30, respectively.  On July 11, 2013, National had
89,016,988 shares of common stock outstanding.

Gilman's common stock is quoted on the OTC Bulletin Board under
the symbol "GTAX."  On July 11, 2013, the closing, high and low
price for Gilman common stock reported was $0.06, $0.06 and $0.06,
respectively.  On July 11, 2013, Gilman had 96,446,179 shares of
common stock outstanding.

A copy of the Form S-4 is available for free at:

                        http://is.gd/4Q4peP

                      About National Holdings

New York, N.Y.-based National Holdings Corporation is a financial
services organization, operating primarily through its wholly
owned subsidiaries, National Securities Corporation, Finance
Investments, Inc., and EquityStation, Inc.  The Broker-Dealer
Subsidiaries conduct a national securities brokerage business
through their main offices in New York, New York, Boca Raton,
Florida, and Seattle, Washington.

The Company incurred a net loss of $1.93 million for the year
ended Sept. 30, 2012, compared with a net loss of $4.71 million
during the prior year.  The Company's balance sheet at March 31,
2013, showed $23.85 million in total assets, $12.88 million in
total liabilities and $10.97 million in total stockholders'
equity.

Sherb & Co., LLP, in Boca Raton, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Sept. 30, 2012.  The independent auditors noted that
the Company has incurred significant losses and has a working
capital deficit as of Sept. 30, 2012, that raise substantial doubt
about the Company's ability to continue as a going concern.

                         Bankruptcy Warning

"Our independent public accounting firm has issued an opinion on
our consolidated financial statements that states that the
consolidated financial statements were prepared assuming we will
continue as a going concern and further states that our recurring
losses from operations, stockholders' deficit and inability to
generate sufficient cash flow to meet our obligations and sustain
our operations raise substantial doubt about our ability to
continue as a going concern.  Our future is dependent on our
ability to sustain profitability and obtain additional financing.
If we fail to do so for any reason, we would not be able to
continue as a going concern and could potentially be forced to
seek relief through a filing under the U.S. Bankruptcy Code."


NEXT 1 INTERACTIVE: Delays Form 10-Q for May 31 Quarter
-------------------------------------------------------
Next 1 Interactive, Inc., informed the U.S. Securities and
Exchange Commission that it will be delayed in the filing of its
quarterly report on Form 10-Q for the period ended May 31, 2013.
The delay was due to the Company's failure to obtain all
information prior to filing date, complete the required financial
statements, and complete management's discussion and analysis of
those financial statements by July 15, 2013.

                     About Next 1 Interactive

Weston, Fla.-based Next 1 Interactive, Inc., is the parent company
of RRTV Network (formerly Resort & Residence TV), Next Trip -- its
travel division, and Next One Realty -- its real estate division.
The Company is positioning itself to emerge as a multi revenue
stream "Next Generation" media-company, representing the
convergence of TV, mobile devices and the Internet by providing
multiple platform dynamics for interactivity on TV, Video On
Demand (VOD) and web solutions.  The Company has worked with
multiple distributors beta testing its platforms as part of its
roll out of TV programming and VOD Networks.  The list of multi-
system operators the Company has worked with includes Comcast,
Cox, Time Warner and Direct TV.  At present the Company operates
the Home Tour Network through its minority owned/joint venture
real estate partner -- RealBiz Media.  As of July 17, 2012, the
Home Tour Network features over 4,300 home listings in four cities
on the Cox Communications network.

Next 1 Interactive disclosed a net loss attributable to the
Company of $4.19 million on $987,115 of total revenues for the
year ended Feb. 28, 2013, as compared with a net loss attributable
to the Company of $13.65 million on $1.29 million of total
revenues for the year ended Feb. 29, 2012.  As of Feb. 28, 2013,
the Company had $4.58 million in total assets, $13.70 million in
total liabilities and a $9.11 million total stockholders' deficit.

D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Feb. 28, 2013.  The independent auditors noted
that the Company has incurred losses of $4,233,102 for the year
ended Feb. 28, 2013, and the Company had an accumulated deficit of
$71,193,862 and a working capital deficit of $13,371,094 at
Feb. 28, 2013.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

                         Bankruptcy Warning

"If we continue to experience liquidity issues and are unable to
generate revenue, we may be unable to repay our outstanding debt
when due and may be forced to seek protection under the federal
bankruptcy laws," according to the Company's annual report for the
year ended Feb. 28, 2013.


NNN PARKWAY: WBCMT 2007-C31 Seeks to Dismiss Case
-------------------------------------------------
WBCMT 2007-C31 Amberpark Office Limited Partnership is asking the
U.S. Bankruptcy Court to dismiss the chapter 11 case of NNN
Parkway 400 26, LLC.

The motion will be heard before the Honorable Theodor C. Albert on
Aug. 7, 2013 at 10:00 a.m. in Courtroom 5B, United States
Bankruptcy Court, 411 West Fourth Street, Suite 6135, in Santa
Ana, California.

The Debtor owns an undivided 2.31% tenant in common interest in
real and personal commercial property commonly known as "Parkway
400" located at 11720 and 11800 Amber Park Drive, Alpharetta,
Fulton County, Georgia.  As of the Petition Date, there were
approximately 35 non-debtor tenant in common owners that comprised
the remaining tenant in common interests in the Property.

Lender WBCMT 2007-C31 says this single asset case real estate case
is a classic "bad faith" filing and should be dismissed.  The
Debtor, in concert with the non-debtor TICs and its real estate
"consultant," filed this chapter 11 proceeding as a strategy to
halt the Lender's valid, non-judicial foreclosure of its lien and
to force Lender to negotiate away its contracted-for rights.

According to the Lender, since the Petition Date, the Debtor has
done nothing to advance the reorganization of the Debtor's
business, demonstrating that the sole reason for filing this case
was to delay the Lender's foreclosure.  The Debtor's inaction,
however, is not surprising, as there is nothing to reorganize,
and, even if there were, the Debtor has no ability to reorganize
it.  Before the Petition Date, the Debtor and the Non-Debtor TICs
organized as passive-investor tenants-in-common to take advantage
of certain tax regulations. Now that their investment has failed,
they are attempting to shift the risk of their disappointing
investment and failed strategy to Lender.

WBCMT notes that the TIC arrangement was purposefully structured
as a passive investment vehicle.  The Debtor is a mere holding
company with no employees, no historical or current business
operations and no current cash flow that does not constitute
Lender's cash collateral.  The Debtor has no typical ownership
rights in the Property.

The Debtor, WBCMT notes, does not have the right to possess the
Property, to manage the Property, or even to determine who will
manage the Property.  The Debtor has no rights to any of the rents
from the Property -- its sole right is to receive any profits from
the Property after payment of operating expenses and debt service,
and only if an event of default has not occurred.

And although the Debtor owns only a 2.31% interest in the
Property, it is jointly and severally liable for the entire amount
of the Loan, which had an outstanding balance as of the Petition
Date of approximately $32 million.

The Lender also points out that there is no equity in the Property
and the Debtor has no source of income to pay the administrative
costs of this bankruptcy case, let alone to fund a reorganization.
The Debtor's lack of assets, business operations and lack of cash
flow has rendered this case administratively insolvent from the
beginning.

Finally, this bankruptcy filing was part and product of a scheme
orchestrated by Breakwater to improperly use the protections of
the Bankruptcy Code for the benefit of non-debtor entities, WBCMT
tells the Court.

Attorneys for WBCMT 2007-C31 can be reached at:

         Charles R. Gibbs, Esq.
         Marty L. Brimmage, Jr., Esq.
         Eric C. Seitz, Esq.
         AKIN GUMP STRAUSS HAUER & FELD LLP
         1700 Pacific Avenue, Suite 4100
         Dallas, TX 75201
         Tel: 214-969-2800
         Fax: 214-969-4343

              - and -

         Christina M. Padien, Esq.
         AKIN GUMP STRAUSS HAUER & FELD LLP
         2029 Century Park East, Suite 2400
         Los Angeles, CA 90067
         Tel: 310-229-1000
         Fax: 310-229-1001

                        About NNN Parkway 400

NNN Parkway 400 26, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Cal. Case No. 12-24593) in Santa Ana, California,
on Dec. 31, 2012.  According to the docket, the schedules of
assets and liabilities, the statement of financial affairs and
other incomplete filings are due Jan. 14, 2013.  Dana Point,
California-based NNN Parkway estimated assets and debts of
$10 million to $50 million.

The Law Office of Christine E. Baur and David A. Lee, Esq., at
Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP, represent the
Debtor.


NOVA CHEMICALS: Fitch Rates Proposed $500MM Notes 'BB+'
-------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to NOVA Chemicals
Corporation's (NOVA) proposed $500 million note issuance with a
tenor of 10 years. The Rating Outlook is Stable.

Notes

The notes will be senior unsecured obligations of NOVA and will
rank equally with most of the company's $715 million of debt
outstanding at March 31, 2013. NOVA plans to use a portion of the
proceeds to fund its tender offer and consent solicitation for any
and all of its $350 million 8 3/8% 2016 notes. Any remaining
proceeds will be used for general corporate purposes.

On June 5, 2013, Fitch upgraded NOVA's Issuer Default Rating
(IDR), unsecured bank credit facilities, and senior unsecured
notes to 'BB+' from 'BB' and its secured credit facility to 'BBB-'
from 'BB+'.

Key Rating Drivers

NOVA's ratings are based on its continued strong operating
performance and its substantial debt paydown since 2011. NOVA
benefits from robust demand and tight supply in its core
Olefins/Polyolefins segment, which mainly produces ethylene and
polyethylene. The resulting favorable supply environment coupled
with low costs for light feedstock has resulted in high operating
profits and margins. In the latest 12 months (LTM) period ended
March 31, 2013, NOVA had operating EBITDA of approximately $1.2
billion, corresponding to a margin of 23.5%, based on $5 billion
of revenues.

The company's performance resulted in significant LTM free cash
flow (FCF) of $525 million, based on $966 million of cash flow
from operations, $360 million of capital expenditures and $75
million of capital distributions. However, Fitch does not
anticipate NOVA will continue generating FCF. In April, NOVA
increased its distribution to $150 million. The company also is
ramping its cap ex spend to accomplish its NOVA 2020 strategy.
Fitch expects NOVA to produce negative FCF in 2013, 2014 and 2015
as the company's spend for planned projects and cash distributions
outpace cash from operations.

In the October 2012, NOVA repaid its $400 million floating rate
notes due 2013 at par. In March, it repaid its $100 million 2025
notes. Repayment and stronger operating performance reduced the
company's gross balance sheet debt to EBITDA leverage to 0.6x.
Total balance sheet debt has fallen to $715 million at March 31,
2013 from $1.7 billion at Dec. 31, 2011.

The strengthening of the company's credit profile partially
mitigates the key ratings constraints, the price volatilities and
the demand and supply cyclicality of commodity chemicals. Prices
for the company's commodity products sold to third party customers
(ethylene, polyethylene, polystyrene and by-products) are volatile
as they follow the cyclicality of the industry, which is not only
influenced by the economic demand cycle but also by the industry's
supply dynamics.

Typically, capacity additions come in very sizeable increments and
are often executed by multiple industry participants at the same
time. After these additions have come online, it often takes
several years to absorb the resulting supply glut. Based on
current announcements, North American ethylene production could
see up to 10 million metric tons of additional annual capacity
coming online by 2019. If fully completed, these additions would
correspond to approximately 37% of U.S. capacity according ICIS
and would have the potential to reverse the currently favorable
environment. NOVA is planning on expanding its ethylene production
capacity as well as building downstream facilities. It recently
announced board approval of a third LLDPE reactor at Joffre with
capital spend totaling $1 billion.

NOVA has minimal short-term debt maturities, but in November 2014
the 8 5/8% 2019s are callable at 104.31. The company's only
significant maturities are the $350 million notes due 2016, for
which the company is tendering, the $350 million notes due 2019,
and the proposed $500 million notes due 2023.

The Stable Rating Outlook is based on Fitch's expectation that the
favorable ethylene and polyethylene industry dynamics in North
America will be sustained for the next few years. Costs for light
feedstock are expected to remain low and, despite the announced
capacity additions, ethylene and ethylene derivative supplies
should remain tight. Fitch expects that NOVA will continue to
generate meaningful profits and operating cash flows in the near
and intermediate term as the announced capacity additions will
come online only gradually and over an extended period of time.

NOVA has robust liquidity that will enable the company to fund
working capital and capital expenditure requirements and to
withstand less favorable industry conditions, if a reversal of the
positive dynamics were to occur. At March 31, 2013, NOVA had
liquidity of $1.05 billion, consisting of $499 million cash on-
hand and $546 million available under its syndicated and bilateral
credit facilities.

NOVA's main $425 million senior secured credit facility, which
matures in December 2016, is governed by a senior debt-to-cash-
flow covenant of max 3x and a debt-to- capitalization covenant of
max 60%. NOVA was in compliance with these covenants at March 31,
2013. Fitch expects the company to remain in compliance throughout
the lifetime of the facility. The facility is secured by the net
book value of assets in Canada, including NOVA's interest in the
Joffre, Alberta chemical complex and the Corunna, Ontario
facility. The value of the collateral justifies the one notch
rating differential over the IDR and the senior unsecured debt and
investment grade rating.

In addition, NOVA has $140 million senior unsecured bilateral
revolving credit facilities, which are not governed by the
financial covenants described above. Of these facilities, $40
million expires in September 2013 and $100 million in September
2015. Additional liquidity comes from the company's $225 million
fully available A/R securitization programs, which is governed by
the same set of financial covenants as the $425 million secured
facility, and a $125 million bilateral LC facility with $80
million outstanding.

The rating also incorporates potential upside from a series of
agreements and memorandums of understanding with energy and
pipeline companies to enhance the availability of cost-competitive
light feedstock at NOVA's production facilities. In fiscal 2012,
NOVA ran its main Joffre, Alberta production complex below
nameplate capacity due to limited availability of ethane, which
was derived from natural gas flow to the U.S. from Canada.
Alternative supply from sources ranging from North Dakota to
Canadian oil sand upgrade facilities for the Joffre, Alberta
complex and to the Marcellus Shale Basin for the Corunna, Ontario
facility, will come online beginning in 2013. The anticipated
incremental supply of light feedstock will allow NOVA to operate
its facilities at full capacity during periods of peak demand for
its olefins and polyolefins products.

Rating Sensitivities

Positive: Future developments that may, individually or
collectively, lead to positive rating action include:

-- Meaningful progress in capital spending plans with limited
   need to add to debt levels;

-- Hard credit support from IPIC.

Negative: Future developments that may, individually or
collectively, lead to negative rating action include:

-- A sustained return of adverse economic conditions and excess
   capacity for the chemical industry leading to weak sales and
   profits;

-- A sharp erosion of the company's feedstock advantage resulting
   in higher debt funding during the capex buildout period;

-- Expectations for prolonged meaningful negative FCF leading
   to debt levels where leverage is sustained around 3.0x on a
   total debt to EBITDA basis through the cycle;

-- Substantially increased distributions to IPIC funded by debt.

Fitch rates NOVA as follows:

-- Long-term IDR at 'BB+';
-- Senior secured revolving credit facility at 'BBB-';
-- Senior unsecured revolving credit facilities at 'BB+';
-- Senior unsecured notes at 'BB+'.

The Rating Outlook is Stable.


NOVA CHEMICALS: $500MM Sr. Notes Issue Gets Moody's Ba2 Rating
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Nova Chemicals
Corporation's $500 million senior unsecured notes due 2023.
Proceeds from the notes will be used to repay its senior notes due
2016 and for general corporate purposes. The rating on NOVA's 2016
notes will be withdrawn upon completion of the transaction. The
outlook is stable.

Ratings assigned for NOVA Chemicals Corporation:

  $500 million senior unsecured notes due 2023 at Ba2 (LGD4, 56%)

"NOVA's performance continues to be excellent, rebounding nicely
in the first quarter of 2013 after a somewhat weaker second half
of 2012," stated John Rogers, Senior Vice President at Moody's.
"We expect that credit metrics to remain strong due the feedstock
advantage at Joffe and expectation for the conversion of the
Corunna facility to ethane from the Marcellus Shale in the second
half of 2013."

Ratings Rationale:

The Ba2 rating on the new notes reflects their junior position in
the capital structure relative to the company's $425 million
secured credit facility. NOVA's Ba1 Corporate Family Rating
reflects its stand-alone credit profile of Ba3 and the assumption
of support from IPIC, which provides two notches of rating uplift.
NOVA's stand-alone credit profile primarily reflects its limited
operational, geographic and product diversity, as well as the
inherent volatility in global petrochemical prices. However, its
credit metrics will likely remain very strong due to low feedstock
prices at its Joffre facility. NOVA's Joffre facility typically
generates 80-90% of the company's operating profit and EBITDA.
NOVA has announced several projects that should greatly improve
its production volumes and financial performance - increasing the
availability of feedstock to Joffre site and converting its
Corunna facility to lighter feedstocks. The company expects that
the Corunna facility will begin consuming ethane from the
Marcellus Shale basin in the second half of 2013, with the project
reaching full completion in early 2014.

The rating outlook is stable. However, once the Corunna facility
has been converted to ethane and becomes a greater contributor to
earnings, Moody's would likely raise the ratings to investment
grade. There is limited downside risk to the rating at the current
time. However, if feedstock prices rise such that the company no
longer maintains a feedstock advantage relative to other global
producers or if IPIC fails to provide support for the company in
the event of financial stress, Moody's would lower the rating.

NOVA's SGL-2 Speculative Grade Liquidity Rating reflects its cash
balances ($499 million as of March 31, 2013), the expectation of
significant cash flow in 2013 despite heavy capital spending,
substantial utilization of its accounts receivable program and
minimal use of its secured and unsecured revolvers. Moody's
expects that the company will be more than capable of covering its
capital expenditure and working capital needs through 2013.

The principal methodology used in this rating was Global Chemical
Industry 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.

Nova Chemicals Company, headquartered in Calgary, Alberta, Canada,
is a leading producer of ethylene and polyethylene. NOVA reported
revenues of $5 billion for the year ended March 31, 2013. In July
2009, Nova was purchased by the International Petroleum Investment
Company. IPIC is wholly owned by the Government of Abu Dhabi. Its
mandate is to invest in the hydrocarbon sector outside the Emirate
of Abu Dhabi and is rated Aa3 by Moody's.


NOVA CHEMICALS: S&P Assigns 'BB+' Rating to $500MM 10-Yr. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB+'
issue-level rating, and '3' recovery rating, to Calgary, Alta.-
based NOVA Chemicals Corp.'s (NOVA) proposed US$500 million 10-
year senior unsecured notes due 2023.  The '3' recovery rating
indicates S&P's expectation of meaningful (50%-70%) recovery for
noteholders in the event of a default.  The corporate credit
rating on NOVA is 'BB+'.

The notes are senior unsecured obligations of NOVA and will rank
equally with all existing and future senior debt and rank junior
to all existing and future secured debt.  S&P understands that net
proceeds from the notes will be used to repay the company's
existing US$350 million 8.375% senior notes due 2016 (including
related fees and expenses), with the remaining net proceeds being
used for general corporate purposes.

"The ratings on NOVA reflect what we view as the company's fair
business risk profile and intermediate financial risk profile, as
well as one notch of lift to recognize parental support from
NOVA's parent, International Petroleum Investment Co.," said
Standard & Poor's credit analyst David Fisher.

S&P's "fair" business risk profile on NOVA primarily reflects the
company's favorable competitive position in its core
olefins/polyolefins business, somewhat offset by the cyclical and
competitive operating environment in the commodity chemicals
sector in which NOVA operates.

S&P views NOVA's financial risk profile as "intermediate".  While
current credit metrics are stronger than those typically
indicative of an intermediate financial risk profile, S&P's
assessment reflects its view that adjusted debt may increase from
current levels as the company invests in projects under its NOVA
2020 strategy.  In addition, given the volatile nature of
commodity chemicals, S&P tends to view leverage and EBITDA
generation on a through-the-cycle basis, based on the average
EBITDA in the past five years.

RATINGS LIST

NOVA Chemicals Corp.
  Corporate credit rating                        BB+/Stable/--

Rating Assigned
  Senior unsecured US$500 million 10-year notes  BB+
  Recovery rating                                3


OCALA FUNDING: Liquidation Plan Declared Effective
--------------------------------------------------
Ocala Funding, LLC, notified the U.S. Bankruptcy Court for the
Middle District of Florida, Jacksonville Division, that all
conditions precedent to the Effective Date of the Chapter 11 Plan
of Liquidation have been satisfied, and that the Effective Date
occurred on July 1, 2013.

The notice was filed by Edward J. Peterson, III, Esq., Russell M.
Blain, Esq., at Stichter, Riedel, Blain & Prosser, P.A., in Tampa,
Florida; and Jeff J. Marwil, Esq., Paul V. Possinger, Esq., Jeremy
T. Stillings, Esq., at Proskauer Rose LLP, in Tampa, Florida, on
behalf of the Debtor.

                        About Ocala Funding

Orange, Florida-based Ocala Funding, LLC, a funding vehicle once
controlled by mortgage lender Taylor Bean & Whitaker Mortgage
Corp., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
12-04524) in Jacksonville on July 10, 2012.

Ocala Funding used to be the largest originator and servicer of
residential loans.  Ocala was created by Taylor Bean to purchase
loans originated by TBW and selling the loans to third parties,
Freddie Mac.  In furtherance of this structure Ocala raised money
from noteholders Deutsche Bank AG and BNP Paribas Mortgage Corp.
and other financial institutions, as secured lenders through sales
of asset-backed commercial paper.  Ocala disclosed $1,747,749,787
in assets and $2,650,569,181 in liabilities as of the Chapter 11
filing.

Taylor Bean was forced to file for Chapter 11 relief (Bankr. M.D.
Fla. Case No. 09-07047) on Aug. 24, 2009, amid allegations of
fraud by Taylor Bean's former CEO Lee Farkas and other employees.
Mr. Farkas is now serving a 30-year prison term for 14 counts of
conspiracy and fraud for being the mastermind of a $2.9 billion
bank fraud.  Mr. Farkas allegedly directed the sale of more than
$1.5 billion in fake mortgage assets to Colonial Bank and
misappropriated more than $1.5 billion from Ocala.  TBW's
bankruptcy also caused the demise of Colonial Bank, which for
years was TBW's primary bank.

TBW and its joint debtor-affiliates confirmed their Second Amended
Joint Plan of Liquidation on July 21, 2011, and the TBW Plan
became effective on Aug. 10, 2011.  The TBW Plan established the
TBW Plan Trust to marshal and distribute all remaining assets of
TBW.

Neil F. Lauria, as CRO for TBW and trustee of the TBW Plan Trust,
signed the Chapter 11 petition of Ocala.

Ocala holds 252 mortgage loans with an unpaid balance of $42.3
million as of May 31, 2012.  The Debtor also holds five "real
estate owned" properties resulting from foreclosures.  The Debtor
also holds $22.4 million in proceeds of mortgage loans previously
owned by it that are on deposit in an account in the Debtor's name
at Regions Bank.  It also has an interest in $75 million in cash,
consisting of proceeds of mortgage loans previously owned by the
Debtor, that are in an account maintained by Bank of America, N.A.
as prepetition indenture trustee for the benefit of the
Noteholders.  The Debtor also holds a claim in the current amount
of $1.6 billion against the estate of TBW.

The largest unsecured creditors include the Federal Deposit
Insurance Corp., owed $898,873,958; and Cadwalader, Wickersham &
Taft LLP, owed $1,632,385.

Judge Jerry A. Funk presides over Ocala's case.  Proskauer Rose
LLP and Stichter, Riedel, Blain & Prosser, serve as Ocala's
counsel.  Neil F. Lauria at Navigant Capital Advisors, LLC, serves
as the Debtor's Chief Restructuring Officer.


OCD LLC: Wants Plan Filing Period Extended Until Nov. 7
-------------------------------------------------------
OCD, LLC, asks the U.S. Bankruptcy Court for the Southern District
of New York to extend its exclusive periods to file a Chapter 11
plan and obtain acceptances of a plan through and including Nov.
7, 2013, and Jan. 6, 2014, respectively.

According to the Debtor, it is not appropriate for it to consider
the formulation and filing of a plan until after motions scheduled
to be heard before the Court on July 26, 2013, are heard and
determined.  Thus, only then will the Debtor be in the position to
formulate and filed its plan of reorganization and to seek its
acceptance.

The subject motions slated for a July 26 hearing are:

  1. FTL Lorian, LLC's motion to vacate the automatic stay under
11 U.S.C. Section 362(d)(1) and (2);

  2. FTL's motion to authorize the receiver to retain possession
of the property (ECF Docket No. 41); and

  3. The Debtor's motion seeking the approval of for debtor-in-
possession financing pursuant to 11 U.S.C. Section 364.

                          About OCD, LLC

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

Jeffrey A. Reich, Esq., and Lawrence R. Reich, Esq., at Reich
Reich & Reich, P.C., in White Plains, N.Y., represents the Debtor
as counsel.


OCEAN 4660: Court Permits DOJ Watchdog to Appoint Ch. 11 Trustee
----------------------------------------------------------------
Guy G. Gebhart, the U.S. Trustee for Region 12, the U.S.
Department of Justice watchdog, sought and obtained authority from
Judge John K. Olson of the U.S. Bankruptcy Court for the Southern
District of Florida to appoint a trustee in the Chapter 11 case of
Ocean 4660, LLC.

The U.S. Trustee sought authority to appoint a Chapter 11 trustee,
arguing, among other things, that there is gross management where
the chief restructuring officer employed in the Chapter 11 case
failed to immediately seek turnover of the Debtor's assets from
former management when it first learned that the Debtor did not
have a bank account and revenues received from its operation were
not being remitted to the Debtor.

Moreover, the U.S. Trustee points out that, because Rick Barreca,
the CRO, was engaged the Debtor's sole shareholder, Hanna Polselli
and her husband, and Mr. Barreca reports to Ms. Polselli, there
has been, in fact, no change in the management of the Debtor.  The
U.S. Trustee also notes that Mr. Barreca has a prior existing
relationship with the Polsellis, which results to conflicts of
interest.

Mr. Barreca's employment as CRO also drew objections from secured
creditor Comerica Bank, which complained that the Debtor sought
approval of the CRO employment under the controversial Section
363(b)(1) of the Bankruptcy Code, presumably to avoid having to
satisfy the disinterestedness requirements of Section 327.
Comerica also complained that Mr. Barreca fails to even satisfy
the requirements of Section 363 as has no prior CRO experience and
is not associated with a company that has any CRO or relevant
bankruptcy or turnaround experience.  Comerica Bank also sought
for the appointment of a Chapter 11 Trustee.

The U.S. Trustee also informed the Court that, until further
notice, it will not appoint a committee of creditors pursuant to
Section 1102 of the Bankruptcy Code.

Jose A. Casal, Esq. -- jose.casal@hklaw.com -- and Joaquin J.
Alemany, Esq. -- joaquin.alemany@hklaw.com -- at HOLLAND & KNIGHT
LLP, in Miami, Florida, represent Comerica Bank.

                        About Ocean 4660

Ocean 4660, LLC, owner of a beachfront property operated as the
Lauderdale Beachside Hotel in Lauderdale-by-the-Sea, Florida,
filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-23165)
in its hometown on June 2, 2013.  Rick Barreca signed the petition
as chief restructuring officer.

Judge John K. Olson presides over the case.  John H. Genovese,
Esq., at Genovese Joblove & Battista, P.A., serves as the Debtor's
counsel.  RKJ Hotel Management, LLC, serves as hotel manager and
RKJ's Rick Barreca has been tapped as the chief restructuring
officer.

The Lauderdale Beachside Hotel features a beach-front location,
two five-story interior corridor buildings (east and west), 147
guest rooms, a beach front tiki bar and grill, a large adjoining
restaurant and commercial kitchen space and on-site parking.
The restaurant space and the tiki bar and grill are unoccupied.
The occupancy rates have generally been between 40 percent and 70
percent occupancy.  Room rates are $40 to $80 per night.

The Company disclosed $15,762,871 in assets and $16,587,678 in
liabilities as of the Chapter 11 filing.



ONCURE HOLDINGS: Hearing on Bid Procedures Motion Set for July 24
-----------------------------------------------------------------
The hearing to consider the approval of the Motion for Order: (A)
Establishing Bidding Procedures for the Sale of All or
Substantially All of Oncure Holdings, Inc.'s Purchased Assets or
New Stock Pursuant to a Chapter 11 Plan; (B) Approving Certain
Stalking Horse Protections; (C) Authorizing and Scheduling a Date
and Time for Auction Pursuant to Such Procedures; and (D) Granting
Certain Related Relief, is scheduled for July 24, 2013, at 11:00
a.m.

As reported in the TCR on June 26, 2013, Radiation Therapy
Services Holdings Inc. was revealed to be the $125 million mystery
bidder for private equity-owned OnCure Holdings, Inc.

OnCure in a June 24 statement disclosed that it has entered into
an investment agreement with Radiation Therapy Services, under
which RTS has agreed to acquire OnCure for approximately
$125 million, including $42.5 million in cash (plus covering
certain expenses and subject to certain working capital
adjustments) and up to $82.5 million in assumed debt.  In
addition, OnCure's secured noteholders have executed a
restructuring support agreement outlining their commitment to
support the transaction with RTS.

With the execution of the investment agreement, RTS has agreed to
be the lead bidder in a sale process to take place during the
Chapter 11 cases.  If RTS's bid is successful and receives
Bankruptcy Court approval, the acquisition will be completed
through OnCure's Chapter 11 plan of reorganization, which is
expected to occur prior to the end of October 2013.

                       About OnCure Holdings

Headquartered in Englewood, Colorado, OnCure Holdings, Inc. --
http://www.oncure.com/-- provides management services and
facilities to oncology physician groups throughout the country.

OnCure Holdings and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 13-11540 to 13-11562) in
Wilmington on June 14, 2013.  Bradford C. Burkett signed the
petition as CEO.  Judge Kevin Gross presides over the cases.

On the Petition Date, the Debtors disclosed total assets of
$179,327,000 and total debts of $250,379,000.  There's at least
$15 million owing on a first-lien term loan facility, as well as
$210 million on prepetition secured notes.

Paul E. Harner, Esq., Annemarie V. Reilly, Esq., Keith A. Simon,
Esq., and Aaron M. Singer, Esq., at Latham & Watkins LLP, in New
York, serve as the Debtors' lead bankruptcy counsel.  Daniel J.
DeFranceschi, Esq., Paul Noble Heath, Esq., William A. Romanowicz,
Esq., Tyler D. Semmelman, Esq., and Zachary I. Shapiro, Esq., at
Richards, Layton & Finger P.A., in Wilmington, Delaware, serve as
the Debtors' local Delaware counsel.  Kurtzman Carson Consultants
is the claims and notice agent.  Match Point Partners LLC provides
management services to OnCure.  Jefferies LLC serves as Financial
Advisor and Investment Banker to the Debtors.

The Debtors have signed a deal to sell the business to Radiation
Therapy Services Holdings Inc. for $125 million, absent higher and
better offers.  RTS's offer comprises $42.5 million in cash (plus
covering certain expenses and subject to certain working capital
adjustments) and up to $82.5 million in assumed debt.  Secured
noteholders are supporting the RTS deal.

Millstein & Co., Kirkland & Ellis LLP, Alvarez & Marsal and
Deloitte advised Radiation Therapy in connection with the
transaction.

Promptly before the bankruptcy filing, the Debtors entered into a
restructuring support agreement with the members of an ad hoc
committee of its secured notes, constituting 100% of the lenders
under the first lien term loan credit agreement and approximately
73% of the secured notes, pursuant to which they have agreed to
support a stand-alone restructuring of the Debtors, subject to an
auction process for a sale of substantially all of the Debtors'
assets or the equity of the reorganized Debtors pursuant to a
Chapter 11 plan.


ORCHARD SUPPLY: Judge Approves Loan Over Creditor Opposition
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Orchard Supply Hardware Stores Corp. persuaded the
Delaware bankruptcy judge at a hearing July 15 to approve $176
million in secured loans to finance the liquidating Chapter 11
case begun on June 17.

According to the report, the official committee representing
unsecured creditors opposed the financing, saying the chain of 91
hardware stores has positive cash flow, "significant unencumbered
assets," and no need for the financing.  There will be an auction
for Orchard's business on Aug. 14.  Assuming no bidding from other
prospective buyers, competitor Lowe's Companies Inc. will buy 60
stores for $205 million under a contract signed before bankruptcy.
Orchard is already closing eight stores in going-out-of-business
sales.  It has the right before July 31 to have the liquidator
close other locations under the same terms.

                       About Orchard Supply

San Jose, Calif.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  It was spun off from Sears Holdings
Corp. in 2012.

Orchard Supply and two affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11565) on June 16 to facilitate a
restructuring of the company's balance sheet and a sale of its
assets for $205 million in cash to Lowe's Companies, Inc., absent
higher and better offers.  In addition to the $205 million cash,
Lowe's has agreed to assume payables owed to nearly all of
Orchard's supplier partners.

Bankruptcy Judge Christopher S. Sontchi oversees the case.
Michael W. Fox signed the petitions as senior vice president and
general counsel.  The Debtors disclosed total assets of
$441,028,000 and total debts of $480,144,000.

Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and
Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago,
Illinois, are the Debtors' counsel.  Moelis & Company LLC serves
as the Debtors' investment banker.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  A&G Realty Partners, LLC,
serves as the Debtors' real estate advisors.  BMC Group Inc. is
the Debtors' claims and noticing agent.


PETROGLOBE INC: ATB Demands Repayment of Outstanding Indebtedness
-----------------------------------------------------------------
PetroGlobe Inc. on July 17 disclosed that its lender, Alberta
Treasury Branches, has made demand upon PetroGlobe for payment in
full of its outstanding indebtedness in the aggregate amount of
approximately $1.8 million plus accrued interest, costs and fees
by the close of business on July 25, 2013.  In addition, ATB has
provided PetroGlobe with a Notice of Intention to Enforce Security
pursuant to subsection 244(1) of the Bankruptcy and Insolvency Act
(Canada).

Management of PetroGlobe is working with its lender to come up
with a plan to repay the indebtedness under the facility, which
plan may include the sale of assets or corporate restructurings.
If the Company is unable to satisfy the repayment requirement or
enter into adequate forbearance arrangements with its lender, the
lender may take realization remedies against the Company, or the
Company may be forced to seek creditor protection or voluntary
receivership in order to resolve the demand.  There is a risk that
the Company's assets may not be sufficient to satisfy the demand
plus the costs associated with a realization or liquidation in
respect thereof.

PetroGlobe Inc. -- http://www.petroglobe.com-- is an upstream
energy company active in the exploration and production of oil and
natural gas in Alberta.  PetroGlobe is engaged in the business of
exploring, developing and producing oil and natural gas directly
in Alberta, Canada.  The Company's properties include Pembina
Cardium light oil, Pembina Edmonton Sands natural gas, Red Earth
Slave Point light oil and Sawtooth oil in the Grand Forks/Taber
area of southern Alberta.


PINETREE CAPITAL: Has Until Sept. 13 to Obtain Default Waiver
-------------------------------------------------------------
Pinetree Capital Ltd. on July 16 disclosed that further to its
July 12, 2013 press release, Equity Financial Trust Company, as
trustee under the convertible debenture indenture dated May 17,
2011, as supplemented by the first supplemental indenture dated
December 11, 2012, in each case, between the company and Equity
Financial, which govern Pinetree's 8% convertible unsecured
subordinated debentures due May 31, 2016, has given notice to
Pinetree pursuant to the Indenture that the company is in default
of the debt covenant which prohibits Pinetree's debt-to-assets
ratio from exceeding 33% as at the end of each month.  As at
June 30, 2013, Pinetree's debt-to-assets ratio was 36%.  In
accordance with the Indenture, Pinetree is required to cure or
obtain a waiver for the default by September 13, 2013.  Failure to
obtain a waiver or to cure will constitute an event of default
under the Indenture.

Pinetree will continue to monitor its debt ratio, which currently
remains at a similar level to the June figure, and will consider
the alternatives available to the company to cure the default or
obtain a waiver of the default from the holders of the Debentures.

                           About Pinetree

Pinetree Capital Ltd. (TSX:PNP) was incorporated under the laws of
the Province of Ontario.  Pinetree is a diversified investment and
venture capital firm focused on the small cap market.  Pinetree's
investments are primarily in the resources sector: Precious
Metals, Base Metals, Oil and Gas, Potash, Lithium and Rare Earths,
Uranium and Coal.


PINNACLE ENTERTAINMENT: Fitch to Rate New $2.6BB Secured Debt BB+
-----------------------------------------------------------------
Fitch Ratings expects to rate Pinnacle Entertainment, Inc.'s
(Pinnacle) proposed $2.6 billion senior secured credit facility
'BB+/RR1' and up to $800 million in new senior unsecured notes
'BB-/RR3'.

Fitch also takes the following rating actions on Pinnacle:

-- Issuer Default Rating (IDR) upgraded to 'B+' from 'B';

-- Existing senior secured credit facility upgraded to 'BB+/RR1'
   from 'BB/RR1';

-- Existing senior unsecured notes affirmed at 'BB-'; Recovery
   Rating (RR) revised to 'RR3' from 'RR2';

-- Subordinated unsecured notes affirmed at 'B-'; RR revised to
   'RR6' from 'RR5'.

The Rating Outlook is revised from Positive to Stable and the
Rating Watch Negative on Pinnacle's unsecured senior and
subordinated notes is removed.

Fitch also expects to assign a 'BB-/RR3' to Ameristar Casino's
(Ameristar) existing 7.5% senior unsecured notes being assumed by
Pinnacle once the acquisition closes.

The credit facility will include a $1 billion revolver and a $1.6
billion term loan. The proceeds from the credit facility and the
new notes will be used to pay a $959 million cash consideration to
Ameristar's shareholders, refinance $450 million of Pinnacle's
8.625% senior unsecured notes due 2017, repay approximately $1.2
billion outstanding on Ameristar's and Pinnacle's existing
facilities and pay transaction costs.

The acquisition is expected to close this quarter. Ameristar's
7.5% notes will be assumed by Pinnacle and Ameristar's operating
subsidiaries will be guarantors of Pinnacle's debt.

Rationale for IDR Upgrade

The upgrade of the IDR to 'B+' reflects Pinnacle's improved
business risk profile as a result of the Ameristar acquisition.
Specifically, the merged company will be significantly more
diversified with casino operations in 12 distinct markets and
seven jurisdictions. No market will account for more than 21% of
the company's pro forma property EBITDA. This compares to
Pinnacle's current concentrations in Lake Charles, LA and St.
Louis markets which account for 37% and 32% of the total EBITDA,
respectively.

The upgrade also takes into account Pinnacle's improved FCF
profile as a result of the Ameristar acquisition and the wind-down
of Pinnacle's development pipeline, which will be accelerated with
the sale of Ameristar's Lake Charles project. Fitch forecasts run-
rate FCF pro forma for the acquisition at around $300 million or
$225 million once Pinnacle exhausts its net operating losses
(NOLs) and becomes a federal tax payer around 2016.

The improvement in the operating profile along with a healthy pro
forma FCF profile largely offset Fitch's concern over the expected
increase in Pinnacle's leverage pro forma for the acquisition
financing. Fitch calculates Pinnacle's leverage pro forma for the
acquisition roughly in the 6.25x-6.50x range, up from 5.1x as of
March 31, 2013. The pro forma range takes into account
conservative assumptions regarding the sale of Lumiere and the
Lake Charles project, acquisition synergies and a full year of
L'Auberge Baton Rouge operations.

The pro forma leverage range is slightly high relative to
Pinnacle's 'B+' IDR; however, Fitch expects Pinnacle to use its
FCF to paydown debt and leverage to decline close to or below 6.0x
by the end of 2014. Fitch forecasts leverage of 5.6x at year-end
2015 and 5.1x at year-end 2016. Pinnacle's publicly stated target
leverage range has been 3.5x-5.0x. More recently the company has
expressed a longer-term goal of getting to below 4x.

Pinnacle will start generating substantial FCF as the company's
development pipeline begins to wind-down. With the Lake Charles
development being sold, Pinnacle's last project will be the VLT
facility at River Downs, which will be complete by first-half
2014. Fitch expects the new credit facility to have a 50% excess
cash flow sweep provision and the company has publicly stated its
intention to use cash flow to deleverage its balance sheet.

Fitch views the pending sale of the Lake Charles project and the
successful covenant amendment/waiver consent from Ameristar
noteholders favorably. On a standalone basis, Pinnacle was on
track for an upgrade to 'B+' earlier this year, but the upgrade
was delayed due to the additional leverage expected from the
acquisition. Today's upgrade is supported by the lower pro forma
leverage from the asset sales and the combined restricted groups.

Fitch estimates that the sale of the Lake Charles project will
reduce pro forma leverage down by approximately 0.2x-0.4x (see
below for additional benefits from the sales). The consent
agreement allows Pinnacle to combine Ameristar into its credit
group, giving Pinnacle unencumbered access to Ameristar's cash
flow.

Free Cash Flow

Fitch calculates Pinnacle's run rate FCF in the range of
approximately $280 million to $330 million. This incorporates the
following:

-- $285 million of Pinnacle's LTM EBITDA after cash based
   corporate expenses plus;

-- $348 million of Ameristar's LTM EBITDA after cash based
   corporate expenses plus;

-- $15 million - $25 million of EBITDA to account for further ramp
   up at L'Auberge Baton Rouge (assumes $25 million - $35 million
   run rate EBITDA) plus;

-- $40 million of synergies estimated by Pinnacle, which Fitch
   thinks is achievable minus;

-- $34 million of EBITDA lost due to the sale of Lumiere Place
   minus;

-- $10 million in state level income tax minus;

-- $240 million - $260 million in interest expense minus;

-- $80 million - $100 million in maintenance capital expenditures.

Pinnacle estimates that it will not have to pay federal income
taxes at least through 2015 due to its accumulated net operating
losses (NOL). Once the NOLs are exhausted, Fitch estimates that
Pinnacle's federal taxes owed will be in the ballpark of $75
million per year based on the same set of assumptions outlined
above.

EBITDA Forecast

Fitch built a fair degree of conservatism into its EBITDA and FCF
projections to account for variability related to general weakness
in the regional gaming markets as well as new competition in Lake
Charles, Bossier City and southern Indiana markets. Fitch's base
case projection estimates that the combined company's same-store
EBITDA will grow at a compounded growth rate of negative 2.9% from
2013 to 2016.

Specifically Fitch makes the following assumptions:

-- Belterra's EBITDA will decline roughly 30% cumulatively through
   mid-2015 due to cannibalization from Horseshoe Cincinnati and
   River Downs;

-- L'Auberge Lake Charles' EBITDA will decline 25% in 2015;

-- Boomtown Bossier City's EBITDA will decline about 17%
   cumulatively between mid-2013 and mid-2014.

These declines will be partially offset by the opening of River
Downs in first-half 2014, further ramp up at Baton Rouge and
Fitch's expectation of low-single digit EBITDA growth at the
properties not being impacted by new competition.

Fitch's base case EBITDA forecast for River Downs is $35 million
relative to the Scioto Downs in Columbus, OH, which is generating
approximately $45 million - $50 million in EBITDA but operates in
a less saturated market.

Liquidity

Pinnacle will have a healthy pro forma liquidity profile with $613
million available on its $1 billion revolver based on the
company's latest disclosure. Pinnacle may draw on its revolver to
fund Ameristar's Lake Charles project prior to the project's sale
closing. The revolver might also be utilized for the completion of
River City phase II and the construction of River Downs, although
the combined company's FCF should be able to cover the associated
costs.

Pro forma for the refinancing of Pinnacle's 8.625% senior notes
maturing 2017, the earliest maturity will be 2018 when the new
revolver becomes due. The discretionary FCF is expected to remain
well above $200 million. The last project in Pinnacle's
development pipeline is River Downs, which will be complete in the
first-half 2014. Pinnacle has another $201.5 million to spend on
River Downs as of March 31, 2013.

Antitrust Related Dispositions

Pinnacle reached an agreement in principal with FTC, which
involves the disposition of Pinnacle's Lumiere Place and
Ameristar's Lake Charles development. Fitch views the dispositions
favorably because:

-- The sale proceeds will be used to repay debt with the sale of
   Lumiere Place likely to be deleveraging;

-- Near-term liquidity and balance sheet strength will improve as
   Pinnacle will not need to draw on the revolver to fund the Lake
   Charles project (approximately $330 million - $350 million left
   to fund as of June 30, 3013);

-- Exposure to gaming legalization in Texas will be reduced.

Fitch estimates that a reasonable range for the combined sale
proceeds is $320 million - $520 million. This assumes a sale
multiple of 5.5x-7.5x for Lumiere and that Pinnacle recoups 50%-
100% of the amount invested in Lake Charles development through
mid-August. In its base case forecast, Fitch uses $420 million,
the mid-point of the range.

Transaction Ratings

The downward revision of the RRs on Pinnacle's unsecured debt
reflects increased amount of secured debt in the capital structure
pro forma for Ameristar acquisition. The initial credit facility
capacity of $2.6 billion will be around 4x the combined company's
EBITDA, up from Pinnacle's current 2.6x. However, Fitch expects
the credit facility capacity relative to EBITDA to decline to 3.0x
to 3.5x range after the paydown of the term loans using the Lake
Charles and St. Louis asset sale proceeds as well as adjusting
EBITDA for the acquisition synergies and full year of Baton Rouge
operations.

Pinnacle is restricted to 3.5x capacity on its credit facility per
Ameristar note covenants. Ameristar notes remain mature in 2021
and are not callable until April 2015.

Pinnacle's subordinated notes restrict senior debt incurrence to
2.5x EBITDA. However, since most of the pro forma senior debt will
be incurred using the subordinated notes' acquisition debt
carveout there will be ample remaining capacity on the 2.5x senior
debt carveout. (The 2.5x covenant measures senior indebtedness
that was incurred using the 2.5x carveout, not total senior
indebtedness outstanding).

The 'RR3' Recovery Rating on the senior notes corresponds to
Fitch's recovery estimation in an event of default in the 51%-70%
range for senior noteholders. This is down from the premerger
expectation of greater than 91%. Fitch estimates full recovery for
the credit facility and no recovery for the subordinated notes.

Rating Sensitivities
At the current 'B+' IDR and with leverage initially above 6x,
Fitch expects no further positive rating actions for Pinnacle in
the near term. However, with the increase in size and
diversification that will result from the Ameristar acquisition,
Pinnacle's operating profile can support a 'BB' category IDR at or
below 5x leverage. Fitch expects Pinnacle to reach or get close to
5x leverage within a two to three year timeframe.

The 'B+' IDR takes into account Fitch's expectation that Pinnacle
will be able to get to or below 6x leverage quickly or
approximately within one year of the acquisition closing. Leverage
persisting above 6.0x for a longer period of time due to operating
deterioration, additional debt incurrence to acquire assets or an
undertaking a major new development may put pressure on the 'B+'
IDR, likely in the form an Outlook revision to Negative. A sale of
the St. Louis and Lake Charles assets at values that are
substantially lower than what Fitch has factored into its base
case assumptions may also pressure the ratings.


PINNACLE ENTERTAINMENT: Moody's Rates $1-Bil. Revolver 'Ba2'
------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to Pinnacle
Entertainment, Inc.'s proposed $1 billion 5-year senior secured
revolver and $1.6 billion 7-year senior secured term loan, and a
B2 rating to the company's proposed $800 million senior unsecured
notes with an 8 to 10 year maturity. Moody's also affirmed
Pinnacle's existing ratings including the company's B1 Corporate
Family Rating. The rating outlook remains stable.

Pinnacle intends to use the proceeds of the new senior secured
credit facility and senior unsecured notes to finance the
aggregate cash consideration for its pending acquisition of
Ameristar, refinance its existing credit facilities, pay related
transaction fees and expenses, redeem its existing 8.625% senior
notes due 2017 and provide working capital and funds for general
corporate purposes after the acquisition. If the acquisition of
Ameristar Casinos is not consummated, Pinnacle does not expect to
enter into the new term loan and revolving credit facility.

The following ratings are affirmed:

Corporate Family Rating at B1

Probability of Default Rating at B1-PD

The following ratings are affirmed with point estimates updated:

  $410 million revolver expiring 2016 at Ba1 (LGD 2, 15%)

  $319 million term loan B due 2019 at Ba1 (LGD 2, 15%)

  $450 million 8.625% senior unsecured notes due 2017 at B1
  (LGD 4, 51%)

  $350 million 8.75% senior subordinated notes due 2020 at B3
  (LGD 5, 84%)

  $250 million 7.75% senior subordinated notes due 2022 at B3
  (LGD 5, 84%)

New ratings assigned:

  $1 billion 5-year revolver at Ba2 (LGD 2, 22%)

  $1.6 billion 7-year term loan at Ba2 (LGD 2, 22%)

  $800 million senior unsecured notes at B2 (LGD 5, 72%)

The affirmation of Pinnacle's B1 Corporate Family Rating
incorporates the benefits and risks associated with the company's
pending acquisition of Ameristar Casinos, Inc. (B1 stable). Risks
include high pro forma leverage and the highly discretionary
nature of consumer spending on gaming related activities. Benefits
include the increased scale, cash flow and geographic
diversification that Pinnacle will obtain along with merger
related synergies.

On December 20, 2012, Pinnacle agreed to acquire Ameristar
Casinos, Inc. in an all cash transaction valued at $26.50 per
Ameristar share or total consideration of $2.9 billion including
assumed debt. The transaction is expected to close in the third
quarter of 2013.

The Ba2 assigned to the proposed revolver and term loan, 2-notches
higher than Pinnacle's Corporate Family Rating, considers the
secured nature and senior position of the credit facility relative
to the substantial amount of unsecured and senior subordinated
debt that will rank junior to it in the pro forma capital
structure. As part of the transaction, Pinnacle will assume
Ameristar's $1.04 billion outstanding senior unsecured notes due
2021.

The B2 assigned to the proposed senior unsecured secured notes,
one notch lower than Pinnacle's B1 Corporate Family Rating,
considers the substantial amount of senior secured debt that will
rank ahead of it in the pro forma capital structure.

Moody's expects to withdraw the ratings on Pinnacle's existing
revolver (Ba1), term loan (Ba1), and 8.625% senior unsecured notes
(B1) as these debt issues will be entirely refinanced and no
longer exist once the transaction closes. When the transaction
closes, Moody's also expects that Pinnacle's existing senior
subordinated notes -- these notes will be assumed in full as part
of the transaction and remain in Pinnacle's pro forma capital
structure -- will remain B3. Additionally, Moody's expects to
raise Ameristar's $1.04 billion outstanding senior unsecured debt,
currently rated B3, to B2 as this assumed senior unsecured debt
will be included in the pro forma capital structure and will rank
pari passu to Pinnacle's proposed senior unsecured notes rated B2.

Ratings Rationale:

Pinnacle's B1 Corporate Family Rating considers the company's high
pro forma leverage as a result of its pending acquisition of
Ameristar - pro forma debt/EBITDA is over 6.5 times - and Moody's
opinion that US consumers will continue to limit their spending on
discretionary forms of entertainment such as gaming. The B1
Corporate Family Rating also considers Pinnacle's plans to sell
Ameristar's casino hotel development project in Lake Charles, LA
and Pinnacle's Lumiere Place Casino in St. Louis, MO as part of an
agreement with the Federal Trade Commission with proceeds expected
to largely be applied to debt reduction.

Positive rating consideration is given to the benefits of the
Ameristar acquisition, particularly with respect to increased
scale and geographic diversification that will occur once the
transaction closes. Pro forma for the acquisition, Pinnacle will
double its size in terms of net revenue to about $2.4 billion, and
become one of the larger and most geographically diversified U.S.
regional gaming companies. Also supporting the B1 Corporate Family
Rating is Moody's expectation that Pinnacle will proactively
reduce its debt/EBITDA to at or below 5.5 times by the end of
fiscal 2014 as the company benefits from the merger related
synergies and asset dispositions.

The stable rating outlook is based on Moody's expectation that
Pinnacle will proactively reduce its debt/EBITDA to at or below
5.5 times by the end of fiscal 2014 as the company benefits from
the EBITDA contribution and free cash flow improvement. This
improvement is expected to come from merger related synergies and
cost savings as well as several casino developments and projects
including Pinnacle's Baton Rouge casino that opened in September
2012.

A higher Corporate Family Rating would likely require that
Pinnacle achieve and maintain debt/EBITDA at or below 4.0 times.
Ratings could be lowered if it appears that the company will not
be able to unable to maintain debt/EBITDA below 5.5 times by the
end of fiscal 2014

Pinnacle owns and operates seven casinos, located in Louisiana,
Missouri, and Indiana, and a racetrack in Ohio. In addition,
Pinnacle is redeveloping River Downs in Cincinnati, Ohio into a
gaming entertainment facility, owns an approximate 24% equity
stake in Asian Coast Development (Canada) Ltd. (ACDL), an
international development and real estate company currently
developing Vietnam's first large-scale integrated resort on the Ho
Tram Strip, and holds a majority interest in the racing license
owner, as well as a management contract, for Retama Park Racetrack
outside of San Antonio, Texas. The company generated about $1.2
billion of net revenue for the latest 12 month period ended March
31, 2013.

Ameristar Casinos, Inc. owns and operates eight casino properties
in seven markets. The company's portfolio of casinos are located
in St. Louis, MO, Kansas City, MO, Council Bluffs, IA, Denver, CO,
Vicksburg, MS and the Chicagoland area. The company also owns
several casinos in Nevada. Ameristar generated about $1.2 billion
of net revenue for the latest 12-month period ended March 31,
2013.

The principal methodology used in this rating was the Global
Gaming 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.


PINNACLE ENTERTAINMENT: S&P Assigns BB+ Rating to $2.6BB Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB-' corporate credit ratings, on both Pinnacle Entertainment
Inc. and Ameristar Casinos Inc.  S&P removed all ratings from
CreditWatch, where they were placed with negative implications on
Dec. 21, 2012.  The rating outlook is stable.

At the same time, S&P assigned Pinnacle Entertainment's proposed
$2.6 billion senior secured credit facility an issue-level rating
of 'BB+', with a recovery rating of '1', indicating S&P's
expectation for very high (90% to 100%) recovery for lenders in
the event of a payment default.  The proposed facility consists of
a $1 billion senior secured revolving credit facility due 2018 and
$1.6 billion senior secured term loan due 2020.  The ratings
remain subject to S&P's receipt and review of final documentation.

The company expects to use the proceeds, along with those from a
planned $800 million senior unsecured notes issuance (which S&P
expects to rate once the offering is commenced), to finance the
aggregate cash consideration for its pending acquisition of
Ameristar Casinos Inc., to refinance its existing credit
facilities and redeem its existing 8.625% senior notes due 2017,
to pay transaction fees and expenses, and to provide working
capital and funds for general corporate purposes after the
acquisition.  The company expects to complete the acquisition in
the third quarter of 2013, subject to receiving required gaming
regulatory approvals and reaching definitive agreement with the
FTC on a consent order.

"The rating affirmation reflects our view that, although leverage
will weaken to above 6x pro forma for the acquisition financing
for the combined entity, Pinnacle will be able to improve leverage
to under 6x by 2014 through the use of asset sale proceeds from
Lumiere Place and Ameristar Lake Charles and free operating cash
flow to repay debt.  The planned divestiture of the partially
completed Ameristar Lake Charles development substantially reduces
the amount of capital expenditures next year, which will
meaningfully improve the company's free operating cash flow
generation available for debt repayment in 2014.  We had
previously expected the combined entity would generate negative
free operating cash flow through 2014 as Ameristar Lake Charles
was completed, precluding any meaningful deleveraging until 2015,"
S&P said.


REFCO INC: Sues Cantor Over $8MM Stake in Drained Tech Assets
-------------------------------------------------------------
Kathryn Brenzel of BankruptcyLaw360 reported that the bankruptcy
estate of Refco Inc. has launched a suit in New York federal court
alleging Cantor Fitzgerald LP cheated it out of profits netted
from gambling technology produced by the company's shuttered
subsidiaries, alleging that it was never compensated for an $8
million investment.

Refco provided $8 million in 2002 in exchange for a 10 percent
stake in Cantor Fitzgerald's subsidiary Cantor Index Holdings,
according to the complaint, which was filed in March but unsealed
Monday, the report said.

                         About Refco Inc.

Headquartered in New York, Refco Inc. -- http://www.refco.com/--
was a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries were members of
principal U.S. and international exchanges, and were among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  Refco was also a major broker of cash
market products, including foreign exchange, foreign exchange
options, government securities, domestic and international
equities, emerging market debt, and OTC financial and commodity
products.  Refco was one of the largest global clearing firms for
derivatives.  The Company had operations in Bermuda.

The Company and 23 of its affiliates filed for Chapter 11
protection on October 17, 2005 (Bankr. S.D.N.Y. Case No.
05-60006).  J. Gregory Milmoe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represented the Debtors in their restructuring
efforts.  Milbank, Tweed, Hadley & McCloy LLP, represented the
Official Committee of Unsecured Creditors.  Refco reported
US$16.5 billion in assets and US$16.8 billion in debts to the
Bankruptcy Court on the first day of its Chapter 11 cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its Direct and Indirect Subsidiaries,
including Refco Capital Markets, Ltd., and Refco F/X Associates,
LLC, on December 15, 2006.  That Plan became effective on Dec. 26,
2006.  Pursuant to the plan, RJM, LLC, was named plan
administrator to reorganized Refco, Inc., and its affiliates, and
Marc S. Kirschner as plan administrator to Refco Capital Markets,
Ltd.


RESIDENTIAL CAPITAL: Outline & Summary of Chapter 11 Plan
---------------------------------------------------------
Residential Capital, LLC, its debtor affiliates, and the Official
Committee of Unsecured Creditors appointed in their Chapter 11
cases filed with the U.S. Bankruptcy Court for the Southern
District of New York a joint Chapter 11 plan and accompanying
disclosure statement incorporating the plan support agreement the
Court recently approved.

The PSA was entered into among the Debtors; the Debtors' indirect
parent, Ally Financial Inc.; the Creditors' Committee; and certain
consenting claimants.  Under the PSA, Ally will contribute $2.1
billion to fund the Chapter 11 Plan.  Ally's contribution is
composed of $1.950 billion in cash on the effective date of the
plan and the first $150 million it receives for any Directors and
Officers or Errors and Omissions claims it pursues against its
insurance carriers.  The Plan will also be funded with net
proceeds from the Debtors' asset sales and the assets remaining in
the Debtors' estate.  In exchange for its contribution, Ally will
be granted releases by the Debtors and certain third parties.

The Ally Contribution will be paid to the Debtors' estates in
accordance with the Plan and will be allocated by the Plan
Proponents, as follows:

   Entity                                      Allocation
   ------                                      ----------
   ResCap Debtors                            $782.7 million
   GMACM Debtors                             $462.3 million
   RFC Debtors                               $462.3 million
   Private Securities Claims Trust           $235.0 million
   Borrower Claims Trust                      $57.6 million
   NJ Carpenters Claims Distribution         $100.0 million

ResCap Debtors are Residential Capital, LLC, GMAC Residential
Holding Company, LLC, and GMAC-RFC Holding Company, LLC.

GMACM Debtors are GMAC Residential Holding Company; ditech, LLC;
ETS of Virginia, Inc.; ETS of Washington, Inc.; Executive Trustee
Services, LLC; GMAC Mortgage USA Corporation; GMAC RH Settlement
Services, LLC; GMACM Borrower LLC; GMACM REO LLC; GMACR Mortgage
Products, LLC; Home Connects Lending Services, LLC; Ladue
Associates, Inc.; Passive Asset Transactions, LLC; PATI A, LLC;
PATI B, LLC; PATI Real Estate Holdings, LLC; Residential Consumer
Services of Alabama, LLC; Residential Consumer Services of Ohio,
LLC; Residential Consumer Services of Texas, LLC; Residential
Consumer Services, LLC; and Residential Mortgage Real Estate
Holdings, LLC.

RFC Debtors are GMAC-RFC Holding Company, LLC; DOA Holding
Properties, LLC; DOA Properties IX (Lots-Other), LLC; EPRE LLC;
Equity Investment I, LLC; GMAC Model Home Finance I, LLC; HFN REO
SUB II, LLC; Homecomings Financial Real Estate Holdings, LLC;
Homecomings Financial, LLC; RAHI A, LLC; RAHI B, LLC; RAHI Real
Estate Holdings, LLC; RCSFJV2004, LLC; Residential Accredit Loans,
Inc.; Residential Asset Mortgage Products, Inc.; Residential Asset
Securities Corporation; Residential Funding Mortgage Exchange,
LLC; Residential Funding Mortgage Securities I, Inc.; Residential
Funding Mortgage Securities II, Inc.; Residential Funding Real
Estate Holdings, LLC; RFC-GSAP Servicer Advance, LLC; RFC Asset
Holdings II, LLC; RFC Asset Management, LLC; RFC Borrower LLC; RFC
Construction Funding, LLC; RFC REO LLC; and RFC SFJV-2002, LLC.

Administrative Claims will be allocated among the ResCap Debtors,
the GMACM Debtors and the RFC Debtors in accordance with the PSA.
Of the projected Administrative Claims of $1.086 billion, $836.3
million will be allocated to the GMACM Debtors, and $249.8 million
will be allocated to the RFC Debtors.  Any variation in the amount
of the Administrative Claims above or below $1.086 billion will be
borne or realized by a liquidating trust to be established under
the Plan.

After the Effective Date, beneficial interests in the Liquidating
Trust, in the form of liquidating trust units, will be issued by
the Liquidating Trust to holders of Unsecured Claims (other than
Borrower Claims and the NJ Carpenters Claims) against the ResCap
Debtors, the GMACM Debtors, and the RFC Debtors that are Allowed
as of as of the initial unit distribution record date, and to the
Private Securities Claims Trust.

The total number of Units to be initially issued and outstanding,
including the Units to be held in the Disputed Claims Reserve as
set forth below, will be $100 million.  The Units issuable
pursuant to the Plan will be allocated among the Private
Securities Claims Trust and the holders of Claims against the
respective Debtor Groups by adjusting the starting issuance
percentages according to the following:

     ResCap Debtors                    $780.2 million    31.7%
     GMACM Debtors                     $626.0 million    25.4%
     RFC Debtors                       $820.8 million    33.3%
     Private Securities Claims Trust   $235.0 million     9.5%
                                       --------------    -----
         Total                         $2.462 billion  100.00%

           Classification and Treatment of Claims

The Plan provides for the payment in full of all administrative,
secured, and priority claims, including the Junior Secured Notes
Claim.

The Plan provides for the following classification and treatment
of claims against the ResCap Debtors:

                                 Estimated  Estimated Estimated
                                   Allowed  Chapter 7 Recovery
Class   Type of Claim             Amount   Recovery  Under Plan
-----   -------------           ---------  --------- -----------
  R-1    Other Priority Claims         N/A        N/A         N/A
         Treatment: Unimpaired

  R-2    Other Secured Claims      $0.01MM      100.0%     100.0%
         Treatment: Unimpaired

  R-3    Junior Secured Notes      $2.223B       71.4%     100.0%
         Claims                                - 77.1%
         Treatment: Impaired/Unimpaired

  R-4    ResCap Unsecured Claims   $2.146B        0.1%      36.3%
         Treatment: Impaired                    - 0.1%

  R-5    Borrower Claims               N/A         N/A        N/A
         Treatment: Impaired

  R-6    Private Securities Claims     N/A         N/A        N/A
         Treatment: Impaired

  R-7    NJ Carpenters Claims          N/A         N/A        N/A
         Treatment: Impaired

  R-8    General Unsecured         $0.30MM         0.1%     36.3%
         Convenience Claims                      - 0.1%
         Treatment: Impaired

  R-9    Intercompany Balances         N/A          N/A       N/A
         Treatment: Impaired

  R-10   Equity Interests              N/A          N/A       N/A
         Treatment: Impaired

  R-11   FHFA Claims                   N/A          N/A       N/A
         Treatment: Impaired

  R-12   Revolving Credit              N/A          N/A       N/A
         Facility Claims
         Treatment: Impaired

The Plan provides for the following classification and treatment
of claims against the GMACM Debtors:

                                 Estimated  Estimated Estimated
                                   Allowed  Chapter 7 Recovery
Class   Type of Claim             Amount   Recovery  Under Plan
-----   -------------           ---------  --------- -----------
  GS-1   Other Priority Claims     $0.13MM     100.0%      100.0%
         Treatment: Unimpaired

  GS-2   Other Secured Claims      $0.04MM     100.0%      100.0%
         Treatment: Unimpaired

  GS-3   Junior Secured            $2.223B      71.4%      100.0%
         Notes Claims                         - 77.1%
         Treatment: Impaired/
         Unimpaired

  GS-4   GMACM Unsecured Claims    $2.077B       6.7%       30.1%
         Treatment: Impaired                   - 8.6%

  GS-5   Borrower Claims          $88.57MM       6.7%       30.1%
         Treatment: Impaired                   - 8.6%

  GS -6  Private Securities            N/A       0.0%         N/A
         Claims                                - 6.7%
         Treatment: Impaired

  GS-7   General Unsecured         $2.50MM       6.7%       30.1%
         Convenience Claims                    - 8.6%
         Treatment: Impaired

   GS-8  Intercompany Balances         N/A        N/A         N/A
         Treatment: Impaired

   GS-9  Equity Interests              N/A        N/A         N/A
         Treatment: Impaired

   GS-10 Revolving Credit              N/A        N/A         N/A
         Facility Claims
         Treatment: Impaired

The Plan provides for the following classification and treatment
of claims against the RFC Debtors:

                                 Estimated  Estimated Estimated
                                   Allowed  Chapter 7 Recovery
Class   Type of Claim             Amount   Recovery  Under Plan
-----   -------------           ---------  --------- -----------
  RS-1   Other Priority Claims     $0.01MM     100.0%      100.0%
         Treatment: Unimpaired

  RS-2   Other Secured Claims      $0.01MM     100.0%      100.0%
         Treatment: Unimpaired

  RS-3   Junior Secured            $2.223B      71.4%      100.0%
         Notes Claims                         - 77.1%
         Treatment: Impaired/
         Unimpaired

  RS-4   RFC Unsecured Claims      $9.158B       2.9%        9.0%
         Treatment: Impaired                   - 3.6%

  RS-5   Borrower Claims         $333.09MM       2.9%        9.0%
         Treatment: Impaired                   - 3.6%

  RS-6   Private Securities            N/A       0.0%         N/A
         Claims                                - 2.9%
         Treatment: Impaired

  RS-7   NJ Carpenters Claims          N/A       0.0%         N/A
         Treatment: Impaired                   - 2.9%

  RS-8   General Unsecured         $0.70MM       2.9%        9.0%
         Convenience Claims                    - 3.6%
         Treatment: Impaired

  RS-9   Intercompany Balances         N/A        N/A         N/A
         Treatment: Impaired

  RS-10  Equity Interests              N/A        N/A         N/A
         Treatment: Impaired

  RS-11  FHFA Claims                   N/A        N/A         N/A
         Treatment: Impaired

  RS-12  Revolving Credit              N/A        N/A         N/A
         Facility Claims
         Treatment: Impaired

                    RMBS Trustees Settlement

The Plan incorporates a settlement of the size, allocation, and
priority of all of the claims asserted by the trustees of
residential mortgage-backed securities arising from more than
1,000 RMBS Trusts, including mortgage loan repurchase claims
relating to breach of origination or sale representations and
warranties, cure claims, and servicing-related claims, which
comprise the largest disputed claims against the Debtors' Estates,
as well as approval of the RMBS Settlement, which was the subject
of substantial litigation in the Chapter 11 Cases.

The entry of a Confirmation Order will constitute approval of the
Allowed amount of the RMBS Trust Claims as non-subordinated
Unsecured Claims, subject only to the Allowed Fee Claim, in the
aggregate amounts of (i) $209.8 million against the GMACM Debtors;
(ii) $7.091 billion against the RFC Debtors; and (iii) $0 against
the ResCap Debtors.

On account of the Allowed RMBS Trust Claims, the RMBS Claims Trust
will receive (i) its Pro Rata Share of the GMACM Debtors Unit
Distribution and (ii) its Pro Rata Share of the RFC Debtors Unit
Distribution; provided, however, 5.7% of the Allowed RMBS Trust
Claims, including the Units to be distributed on account thereof
will be directly allocated to counsel for institutional investors,
without conveyance to the RMBS Claims Trust, the RMBS Trustees, or
the RMBS Trusts, as the Allowed Fee Claim.

                 Monoline Insurers Settlement

The Plan also incorporates a settlement of the allowance,
allocation, and priority of the claims of certain monoline
insurers, including MBIA Insurance Corporation and Financial
Guaranty Insurance Corporation, eliminating the need for complex
and uncertain litigation concerning the scope and nature of the
claims held by these entities and the potential subordination of
such claims, separate and apart from the litigation concerning the
claims of the RMBS Trusts.

Entry of the Confirmation Order, pursuant to Rule 9019 of the
Federal Rules of Bankruptcy Procedure and Section 1123, will
constitute approval of the allowed nonsubordinated general
unsecured claims held by MBIA in the amount of $719 million
against the ResCap Debtors, $1.450 billion against the GMACM
Debtors, and $1.450 billion against the RFC Debtors.

On account of the Allowed General Unsecured Claims, MBIA will
receive (i) its Pro Rata Share of the GMACM Debtors Unit
Distribution, (ii) its Pro Rata Share of the RFC Debtors Unit
Distribution, and (iii) its Pro Rata Share of the ResCap Debtors
Unit Distribution, as applicable.

As a condition precedent to Plan Consummation, the Bankruptcy
Court and the FGIC Rehabilitation Court each will have approved,
by no later than Aug. 19, 2013, the FGIC Settlement Agreement,
which governs the amount and priority of the General Unsecured
Claims held by FGIC.  Entry of an order pursuant to Rule 9019 will
constitute approval, among other things, of the minimum Allowed
non-subordinated General Unsecured Claim.

Entry of the Confirmation Order will constitute approval of
Allowed non-subordinated General Unsecured Claims held by FGIC in
the amount of $337.5 million against the ResCap Debtors, $181.5
million against the GMACM Debtors, and $415.0 million against the
RFC Debtors.

On account of those Allowed General Unsecured Claims, FGIC will
receive (i) its Pro Rata Share of the GMACM Debtors Unit
Distribution, (ii) its Pro Rata Share of the RFC Debtors Unit
Distribution, and (iii) its Pro Rata Share of the ResCap Debtors
Unit Distribution, as applicable.

            Private Securities Claims Settlement

The Plan provides for a settlement of tens of billions of dollars
of Private Securities Claims against the Debtors, including claims
involving Ally, arising from their structuring, sponsoring,
underwriting, and sale of RMBS, eliminating litigation concerning
such as the validity and value of these claims and their potential
subordination pursuant to Section 510.  The settlement of the
Private Securities Claims is implemented through the establishment
of a Private Securities Claims Trust, which will settle and
administer distributions to holders of Allowed Private Securities
Claims in accordance with the procedures and methodology set forth
in the Private Securities Claims Trust Agreement.

Entry of the Confirmation Order will constitute approval of the
settlement of the Allowed Claim amounts for voting purposes of
each of the Settling Private Securities Claimants as follows:

   AIG Asset Management (U.S.), LLC           $1.168 billion
   Allstate Insurance Company                   $140 million
   Massachusetts Mutual Life Insurance Company  $218 million
   Prudential Insurance Company of America      $227 million

The Settling Private Securities Claimants will also have settled
claim amounts against the Private Securities Claims Trust for
distribution purposes, which amounts shall be set forth in the
Private Securities Claims Trust Agreement.

                      Borrower Claims Trust

A Borrower Claims Trust will be established.  The Trust will set a
floor of available assets for distributions to Borrowers and
provides streamlined procedures for holders of Allowed Borrower
Claims to receive distributions in accordance with the procedures
and methodology set forth in the Borrower Claims Trust Agreement.
The amounts distributed to the holders of Borrower Claims through
the Borrower Claims Trust are in addition to approximately $230
million to be paid by the Debtors for the benefit of Borrowers
through a settlement of the Debtors' foreclosure file review
obligations under the Consent Order.

On or as soon as practicable after the Effective Date, the
Liquidating Trust will fund the Borrower Claims Trust with $57.6
million in Cash.

         Resolution of Wilmington Trust's $1B Claim

The $1.003 billion in claims held by Wilmington Trust, National
Association, as senior unsecured notes indenture trustee, is
resolved under the Plan.

            NJ Carpenters Class Claims Settlement

The Plan incorporates a settlement of the Allowed Claim amount and
distribution to the members of the class in the class action
entitled New Jersey Carpenters Health Fund, et al. v. Residential
Capital, LLC, et al., Civ. No. 08-8781(HB), pending in the U.S.
District Court for the Southern District of New York.  The NJ
Carpenters Class Settlement is subject to the approval of both the
Bankruptcy Court and the District Court.

The PSA Parties have agreed to settle the NJ Carpenters Claims in
exchange for payment to the class of $100,000,000 under the
Chapter 11 Plan.

A full-text copy of the Plan, dated July 3, 2013, is available for
free at http://bankrupt.com/misc/RESCAP_plan0703.pdf

A full-text copy of the Disclosure Statement, dated July 4, 2013,
is available for free at:

            http://bankrupt.com/misc/RESCAP_ds0704.pdf

The Plan and Disclosure Statement were filed by Gary S. Lee, Esq.,
Lorenzo Marinuzzi, Esq., Todd M. Goren, Esq., Jennifer L. Marines,
Esq., at Morrison & Foerster LLP, in New York, on behalf of the
Debtors; and Kenneth H. Eckstein, Esq., Douglas H. Mannal, Esq.,
Stephen D. Zide, Esq., and Rachael L. Ringer, Esq., at Kramer
Levin Naftalis & Frankel LLP, in New York, on behalf of the
Creditors' Committee.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: To Seek Approval of Plan Outline in August
---------------------------------------------------------------
Residential Capital LLC and its affiliates and the Official
Committee of Unsecured Creditors ask Judge Martin Glenn of the
U.S. Bankruptcy Court for the Southern District of New York to
approve the disclosure statement explaining the Joint Chapter 11
Plan as providing "adequate information" within the meaning of
Section 1125(a) of the Bankruptcy Code.

Section 1125(a)(1) defines "adequate information" as:

   "[I]nformation of a kind, and in sufficient detail, as far as
   is reasonably practicable in light of the nature and history
   of the debtor and the condition of the debtor's books and
   records . . . that would enable such a hypothetical investor
   of the relevant class to make an informed judgment about the
   plan . . . [I]n determining whether a disclosure statement
   provides adequate information, the court shall consider the
   complexity of the case, the benefit of additional information
   to creditors and other parties in interest, and the cost of
   providing additional information. . . ."

Gary S. Lee, Esq., at Morrison & Foerster LLP, in New York,
asserts that the Disclosure Statement contains "adequate
information" that would enable a hypothetical investor to make an
informed judgment about the Plan because it includes, among other
things:

   (a) a discussion about the compromises reflected in the Plan
       including the basis for the Plan releases and the factual
       predicates relating thereto, a description of the
       settlement of the claims asserted by the residential
       mortgage-backed securities trusts and claims of MBIA
       Insurance Corporation and Financial Guaranty Insurance
       Corporation that will be settled pursuant to the Plan, the
       establishment of a Borrower Claims Trust, which sets a
       floor of available assets for distributions to borrowers,
       the settlement of the Private Securities Claims through
       the establishment of a Private Securities Claims Trust,
       and the treatment of the Junior Secured Noteholders under
       the Plan;

   (b) a discussion of the history of the Debtors and the events
       leading up to the filing of the Chapter 11 Cases;

   (c) a summary of the developments during the Chapter 11 Cases,
       including the successful mediation sessions that led to
       entry into the Plan Support Agreement, as well as a
       summary of the Chapter 11 Examiner's findings and
       conclusions; and

   (d) a summary of the Plan, including the treatment of claims
       and interests, the solicitation procedures, and the tax
       consequences.

              Proposed Plan Confirmation Schedule

The Plan Proponents also ask the Court to approve the following
proposed Plan confirmation schedule:

   Date                               Event
   ----                               -----
   Aug. 5, 2013      Deadline for Objections to Disclosure
                     Statement

   Aug. 16, 2013     Deadline for Replies to Disclosure Statement
                     Objections

   Aug. 16, 2013     Voting Record Date

   Aug. 21, 2013     Disclosure Statement Hearing Date

   Aug. 29, 2013     Solicitation Deadline

   Aug. 29, 2013     Deadline to Publish Confirmation Hearing
                     Notice

   Sept. 10, 2013    Deadline for Objections to Claims for Voting
                     Purposes

   Sept. 20, 2013    Deadline for Filing Temporary Allowance
                     Request Motions

   Oct. 1, 2013      Deadline for Objections to Temporary
                     Allowance Request Motions

   Oct. 1, 2013      Deadline to File Plan Supplement

   Oct. 3, 2013      Deadline for Replies to Objections to
                     Temporary Allowance Request Motions

   Oct. 9, 2013      Deadline for Entry of Order Granting
                     Temporary Allowance Request Motions

   Oct. 10, 2013     Deadline for Objections to Confirmation of
                     the Plan

   Oct. 10, 2013     Voting Deadline

   Oct. 25, 2013     Voting Certification Deadline

   Oct. 30, 2013     Deadline for Replies to Objections to
                     Confirmation of Plan

   Nov. 6, 2013      Confirmation Hearing
   at 10:00 a.m.

Claimants who have timely filed proofs of claim or have been
scheduled by the Debtors and are classified in the Plan in the
following classes of Claims are entitled to vote:  R-3, R-4, R-
5, R-6, R-7, R-8, R-12, GS-3, GS-4, GS-5, GS-6, GS-7, GS-10, RS-3,
RS-4, RS-5, RS-6, RS-7, RS-8, and RS-12.

The following classes of Claims and Equity Interests are not
entitled to vote: R-1, R-2, R-9, R-10, R-11, GS-1, GS-2, GS-8, GS-
9, RS-1, RS-2, RS-9, RS-10, and RS-11.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Wants Removal Period Extended to Oct. 31
-------------------------------------------------------------
Residential Capital LLC and its affiliates ask the Bankruptcy
Court to extend the time within which they are permitted to file
notices of removal of civil actions to the later of (a) Oct. 31,
2013, or (b) should the Court enter an order terminating the
automatic stay as to a particular Civil Action, for that Civil
Action, 30 days after the entry of the order terminating the
automatic stay, without prejudice to the Debtors to seek further
extensions.

According to Gary S. Lee, Esq., at Morrison & Foerster LLP, in New
York, since the Petition Date, the Debtors have expended
significant time and effort on a multitude of matters, including,
among others (i) litigating dozens of contested matters; (ii)
engaging in substantial discovery and briefing in connection with
the proposed settlement with the residential mortgage-backed
securities trusts; (iii) the ongoing review and reconciliation of
more than 6,860 claims filed against their estates; (iv)
participating in the Chapter 11 Examiner's investigation involving
multiple witness interviews and voluminous document productions;
(iv) successfully conducting auctions for the sales of their
mortgage loan origination and servicing platform and legacy loan
portfolio and the prompt closing of these transactions, which
yielded more than $4 billion for the Debtors' estates and
creditors; (vi) plan mediation under the auspices of the court-
approved mediator; and (vii) negotiations with creditor
constituents, resulting in approval of the Plan Support Agreement.

Due to the urgent need to focus on these critical activities, the
Debtors and their professionals have not had a sufficient
opportunity to analyze the merits of the Civil Actions and the
desirability of removing them to the appropriate bankruptcy court
or district court, Mr. Lee states.  Thus, the Debtors are
continuing to review their files and records and undertaking an
analysis of the relevant court documents to determine whether the
Debtors' estates would benefit from the removal of any of the
thousands of Civil Actions pending in courts throughout the
country.

Further extending the Debtors' period to file notices of removal
will provide the Debtors with adequate time to conduct the review
and to evaluate the pending litigation matters within the larger
context of the Chapter 11 cases, Mr. Lee adds.

The Court was slated to hear the motion at a hearing for July 10.

Lorenzo Marinuzzi, Esq., and Norman S. Rosenbaum, Esq., at
Morrison & Foerster LLP, in New York, also represent the Debtors.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Redwood Wants GMACM to Give Up Docs
--------------------------------------------------------
Redwood Recovery Services, LLC, and Elevenhome Limited, ask the
U.S. Bankruptcy Court for the Southern District of New York to
compel Debtor GMAC Mortgage, LLC, to produce certain documents.

Redwood and Elevenhome also ask the Court to require a
representative of GMACM to appear and testify under oath at an
examination under Rule 2004 of the Federal Rules of Bankruptcy
Procedure.

Redwood and Elevenhome hold judgments aggregating more than $17
million against American Residential Equities, LLC, and American
Residential Equities LIII, LLC, an entity that is ARE's alter ego.
ARE in turn has asserted substantial claims and commenced an
adversary proceeding against Debtor GMACM, alleging, among other
things, that GMACM holds property of ARE.  Redwood and Elevenhome
have sought information about their judgment, but to date, due to
ARE's lack of cooperation and insufficient disclosures, Redwood
and Elevenhome have very little information, Alan Halperin, Esq.
-- ahalperin@halperinlaw.net -- at Halperin Battaglia Raicht, LLP,
in New York, tells the Court.

For that reason, Redwood and Elevenhome seek discovery from GMACM
relating to ARE's assets.

Redwood and Elevenhome are also represented by Donna H. Lieberman,
Esq. -- dlieberman@halperinlaw.net -- at HALPERIN BATTAGLIA
RAICHT, LLP, in New York, and Thomas R. Lehman, Esq. --
TRL@lklsg.com -- and Jennifar M. Hill, Esq. -- JMH@lklsg.com -- at
LEVINE KELLOGG LEHMAN SCHNEIDER + GROSSMAN LLP, in Miami, Florida.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: FHFA Suit Sent Back to District Court
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Residential Capital LLC won what might only be an
interim skirmish in a quest to get a federal district court to
halt a lawsuit by the Federal Housing Finance Agency against
parent Ally Financial Inc. and some of its affiliates.

According to the report, the eventual outcome of the suit is
important because the agency isn't part of the global settlement
to be implemented through New York-based ResCap's pending Chapter
11 reorganization plan.  In its role as conservator of Freddie
Mac, the agency sued ResCap, Ally and affiliates alleging there
were false and misleading statements in documents related to
residential mortgage-backed securities that Freddie Mac purchased.

The report notes that after ResCap filed for bankruptcy, the
agency dropped ResCap from the suit.  ResCap was Ally's mortgage-
servicing unit.  ResCap started a lawsuit in bankruptcy court
contending that continuing to sue Detroit-based Ally and other
non-bankrupt affiliates was still a violation of bankruptcy's
automatic stay.  Contained in Section 362 of the Bankruptcy Code,
the stay automatically halts lawsuits against bankrupt companies.

The report relates that U.S. District Judge Denise Cote took the
suit out of bankruptcy court.  One week later, in July 2012, she
ruled that the lawsuit against Ally and non-bankrupt affiliates
couldn't be halted because they weren't in Chapter 11.  ResCap
appealed.

The U.S. Court of Appeals in Manhattan heard argument on June 12
and issued an unsigned, five-page opinion July 16 sending the
matter back to Judge Cote for further findings.  In an important
pronouncement of law, the appeals court said the "automatic stay
may apply" to non-bankrupt affiliates "in some limited
circumstances."  There has been continuing controversy over the
question of whether the stay can protect non-bankrupt affiliates
or company executives from being sued.  The controversy remains
because July 16 opinion lays down no bright-line rules.

The report discloses that the appeals court said the stay would
apply if the agency's suit would have "immediate adverse economic
consequences" on ResCap.  The appeals court told Cote to make
"explicit findings" of fact on the question of whether
continuation of the suit against non-bankrupt affiliates would
have immediate adverse consequences for ResCap.  Whether Cote will
allow the suit to proceed isn't immediately clear because
circumstances have changed from one year ago.

While the appeal was winding its way to the appeals court, ResCap
reached a global settlement with creditors and filed a Chapter 11
reorganization plan with disclosure materials coming to court for
approval on Aug. 21.  The cornerstone of the plan is the $2.1
billion Ally will pay for a release of claims that could be
brought by ResCap creditors.  The picture is complicated because
ResCap's plan and the waiver of claims don't stop suits against
Ally by the FHFA or the Federal Deposit Insurance Corp.

The appeal is Residential Capital LLC v. Federal Housing Finance
Agency, 12-3342, U.S. Court of Appeals for the Second Circuit
(Manhattan).  The agency case in district court is Residential
Capital LLC v. Federal Housing Finance Agency, 12-05116, U.S.
District Court, Southern District New York (Manhattan).

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities as of March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


ROTECH HEALTHCARE: Plan Confirmation Hearing Set for Aug. 20
------------------------------------------------------------
By order dated June 14, 2013, the U.S. Bankruptcy Court for the
District of Delaware approved the Disclosure Statement for Rotech
Healthcare Inc., et al.'s Second Amended Joint Chapter 11 Plan.

A hearing to consider confirmation of the Plan will be held before
Judge Peter J. Walsh on Aug. 20, 2013 at 10:00 a.m. (prevailing
Eastern Time).

All votes to accept or reject the Plan must be actually received
by the Debtors' voting and solicitation agent, Epiq Bankruptcy
Solutions, LLC, no later than Aug. 8, 2013, unless the time is
extended.  Objections and responses to confirmation of the Plan
must be in writing and filed on or before Aug. 8.

James L. Patton, Jr., Esq., Robert S. Brady, Esq., Joseph M.
Barry, Esq., and Travis G. Buchanan, Esq., at YOUNG CONAWAY
STARGATT & TAYLOR, LLP, in Wilmington, Delaware; and Martin J.
Bienenstock, Esq., Geoffrey T. Raicht, Esq., and Vincent
Indelicato, Esq., at PROSKAUER ROSE LLP, in New York, represent
the Debtors.

                    About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- and
second-lien secured notes.  The $290 million in 10.5 percent
second-lien notes are to be exchanged for the new equity.  Trade
suppliers are to be paid in full, if they agree to continue
providing credit.  The existing $23.5 million term loan would be
paid in full, and the $230 million in 10.75 percent first-lien
notes will be amended.

The Official Committee of Unsecured Creditors tapped Otterbourg,
Steindler, Houston & Rosen, P.C., as counsel; Buchanan Ingersoll &
Rooney PC as Delaware counsel; and Grant Thornton LLP as financial
advisor.


SAAB AUTOMOBILE: Judge Approves Liquidation Plan for U.S. Arm
-------------------------------------------------------------
Patrick Fitzgerald writing for Dow Jones' DBR Small Cap reports
that the U.S. arm of Saab Automobile AB won approval of its
Chapter 11 liquidation plan, marking the end of the road for
Swedish auto maker's bankruptcy proceedings.

                      About Saab Automobile

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab halted production in March 2011 when it ran out of
cash to pay its component providers.  On Dec. 19, 2011, Saab
Automobile AB, Saab Automobile Tools AB and Saab Powertain AB
filed for bankruptcy after running out of cash.

Some of Saab's assets were sold to National Electric Vehicle
Sweden AB, a Chinese-Japanese backed start-up that plans to make
an electric car using Saab Automobile's former factory, tools and
designs.

On Jan. 30, 2012, more than 40 U.S.-based Saab dealerships filed
an involuntary Chapter 11 petition for Saab Cars North America,
Inc. (Bankr. D. Del. Case No. 12-10344).  The petitioners,
represented by Wilk Auslander LLP, assert claims totaling US$1.2
million on account of "unpaid warranty and incentive
reimbursement and related obligations" or "parts and warranty
reimbursement."  Leonard A. Bellavia, Esq., at Bellavia Gentile &
Associates, in New York, signed the Chapter 11 petition on behalf
of the dealers.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December
an outside administrator, McTevia & Associates, to run the
company as part of a plan to avoid immediate liquidation
following its parent company's bankruptcy filing.

On Feb. 24, 2012, the Court granted Saab Cars NA relief under
Chapter 11 of the Bankruptcy Code.

Donlin, Recano & Company, Inc., was retained as claims and
noticing agent to Saab Cars NA in the Chapter 11 case.

On March 9, 2012, the U.S. Trustee formed an official Committee
of Unsecured Creditors and appointed these members: Peter Mueller
Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of
North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and
Delaware Motor Sales, Inc.  The Committee tapped Wilk Auslander
LLP as general bankruptcy counsel, and Polsinelli Shughart as its
Delaware counsel.


SANMINA CORP: Fitch Raises Issuer Default Rating to 'BB-'
---------------------------------------------------------
Fitch Ratings has upgraded the Issuer Default Rating (IDR) for
Sanmina Corporation to 'BB-' from 'B+'. Ratings for the senior
secured bank facility and senior unsecured notes have been
affirmed at 'BB+' and 'BB-' respectively. The Rating Outlook is
Stable.

Key Rating Drivers

The upgrade of the IDR to 'BB-' reflects the following:

Sanmina has significantly reduced debt over the past 15 months
from $1.24 billion in December 2011 to $744 million as of March
2013. While the business continues to experience headwinds, margin
performance has been steady, cash flow generation has been
positive and management remains committed to deleveraging. Debt to
EBITDA has declined from 3.6x to 2.6x over the same period.

Total debt of $744 million is roughly equal to working capital at
this point which Fitch views as providing reasonable comfort to
debt holders should revenue continue to decline at the company.
Sanmina has been successful in generating cash from reduced
working capital over the past several years and using the proceeds
to reduce debt, in lieu of any material share repurchases. Fitch
believes that in the case of continued business declines, the
company would likely further reduce debt to maintain what is now a
reasonably conservative capital structure. Expectations are for
continued volatility in the business but for Sanmina to benefit
from renewed growth in its key market segments.

The ratings and Stable Outlook reflect the following
considerations:

-- Fitch believes leading EMS providers, such as Sanmina, are
   strategic to the business operations and strategy of their
   customers given their role in product design consultation,
   component sourcing, manufacturing, fulfillment logistics, and
   repair/reverse logistics.

-- Fitch believes Sanmina's service portfolio and cost basis is
   well suited for certain markets but the company has trailed its
   larger competitors in overall revenue growth over the past
   several years. Much of that relative underperformance can be
   attributed to high-volume, low-mix business that is outside of
   Sanmina's core focus. A key consideration going forward is
   whether Sanmina can grow consistently and profitably in the
   markets for which it is well positioned and maintain its focus
   on those markets over the long-run.

Rating strengths include:

-- Fitch's belief that Sanmina's focus on complex, low-volume
   manufacturing services, its expertise in the components space
   and other vertical integration capabilities should enable the
   company to compete effectively in certain markets and generate
   a reasonable return on invested capital;

-- Sanmina's exposure and potential growth in non-traditional
   market segments such as defense, industrial and medical could
   provide greater diversification to the business over time and
   reduce historically high revenue volatility;

-- A reasonably conservative balance sheet with expectations for
   further deleveraging and no debt financed share repurchases or
   acquisitions; and

-- Sanmina is well diversified geographically and in its end-
   markets while it also remains one of the largest global EMS
   providers in the industry.

Ratings concerns include:

-- An intensely competitive environment which pressures
   profitability across the industry;

-- The company's challenged performance at various times over the
   past five-plus years which has led to weaker than expected
   margin levels in an industry with minimal room for operational
   shortfalls;

-- A high degree of vertically integrated operations (components
   represent 20% of revenue) which, while typically a driver of
   higher margins in growth periods, presents additional
   challenges for management execution and higher fixed costs;

-- Modest segment concentration with roughly 48% of revenue coming
   from the highly cyclical networking and communications segment;

-- A highly working capital intensive business that may be a drain
   on liquidity in periods of growth, although it tends to provide
   some measure of liquidity during business downturns.

-- Customer concentration risk with Sanmina's top 10 customers
   representing roughly 50% of revenue.

As of March 31, 2013, liquidity was solid with $412 million in
cash and $177 million available under a $300 million senior
secured asset backed lending facility expiring March 2017. Sanmina
also has $184 million of short-term borrowing facilities at
various foreign subsidiaries, under which $59.9 million was
outstanding. This includes a $100 million unsecured working
capital loan facility at one of the company's Chinese
subsidiaries. These facilities expire at various dates through the
second quarter of 2015.

As of March 31, 2013, total debt outstanding was $744 million
consisting principally of the following:

-- $100 million outstanding under the company's $300 million
   senior secured asset backed lending facility expiring March
   2017;

-- $40 million loan secured by the company's corporate campus;

-- $500 million of 7% senior unsecured notes due May 2019; and

-- $60 million outstanding under various foreign subsidiaries'
   short-term borrowing facilities.

Rating Sensitivities

Positive: Future developments that may, individually or
collectively, lead to positive rating action include:

-- Absent a complete elimination of debt, positive rating action
   is not likely in the foreseeable future.

Negative: Future developments that may, individually or
collectively, lead to negative rating action include:

-- Leverage in excess of roughly 3x, or debt materially in excess
   of net working capital; or

-- Use of cash from reduced working capital during periods of
   revenue declines for shareholder friendly actions or
   acquisitions.

Fitch has upgraded the following ratings for Sanmina:

-- IDR to 'BB-' from 'B+'.

Fitch has affirmed the following ratings for Sanmina:

-- $300 million senior secured asset backed lending facility
   expiring March 2017 at 'BB+'; and

-- $500 million 7% senior unsecured notes due May 2019 at 'BB-'.


The recovery ratings for the senior secured and senior unsecured
debt are no longer applicable following the upgrade of the IDR.

The Rating Outlook is Stable.


SAPPHIRE POWER: S&P Assigns 'B+' Rating to $280MM Sr. Facilities
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
project rating to Sapphire Power Finance LLC's $280 million senior
secured facilities, consisting of a $250 million term loan B due
in July 2018, and a $30 million revolving credit facility due in
July 2018.  At the same time, S&P assigned its '1' recovery
rating, indicating "very high" (90% to 100%) recovery under its
default scenario.  The outlook on the debt issue ratings is
stable.

"Sapphire used net proceeds to pay a $54 million dividend to
sponsors and refinance its preexisting senior secured facilities;
a $185 million term loan maturing in 2018, which has $182 million
outstanding; and a $25 million revolving facility maturing in
2016, with about $8 million currently drawn," said Standard &
Poor's credit analyst Nora Pickens.

A fund managed by Riverstone Holdings indirectly owns 100% of
Sapphire.  There is no project debt at the plant level, and thus,
all plant cash flow services Sapphire debt.  In addition, lenders
benefit from a 100% cash flow sweep.

The stable outlook reflects S&P's expectation of good operations
and stability of cash flows resulting from a fixed-capacity market
through May 2017 and the project's hedging activities through
2016, along with liquidity to address typical operational problems
with these types of assets.

"Factors that could lead to a downgrade include our expectation
that debt at maturity increases beyond $350 per kW or if debt
service coverage ratios steadily decline below levels appropriate
for the 'B+' rating, in the 1x to 1.1x range.  This would likely
result from poor operational performance, higher operating and
maintenance costs, or a widening disconnect between the heat rate
call option provisions and actual performance.  Conversely, we
could raise the rating if we see and expect Sapphire to
demonstrate sound operational performance and if it materially
reduces debt at maturity, to about $100 to $150 per kW or so," S&P
said.


SHILO INN: Disclosure Statement Hearing to Be Held on March 20
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California,
has slated the disclosure statement hearing in the Chapter 11 case
of Shilo Inn, Twin Falls, LLC, for March 20, 2014, at 1:30 p.m.

                    About Shilo Inn, Twin Falls

Shilo Inn, Twin Falls, LLC, and six affiliates filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 13-21601) on May 1, 2013.
Judge Vincent P. Zurzolo presides over the case.  Shilo Inn, Twin
Falls estimated assets of at least $10 million and debts of at
least $1 million.

Shilo Inn, Twin Falls; Shilo Inn, Nampa Blvd, LLC; Shilo Inn,
Newberg, LLC; Shilo Inn, Seaside East, LLC, Shilo Inn, Moses Lake,
Inc.; and Shilo Inn, Rose Garden, LLC each operates and owns a
hotel.  California Bank and Trust is the primary, senior secured
lender for each of the Debtors.

The Debtors sought Chapter 11 protection after CBT on May 1, 2013,
filed for receiverships in district court.

John-Patrick M, Fritz, Esq., and David B. Golubchik, Esq., at
Levene Neale Bender Rankin, et al., in Los Angeles, represent
Shilo Inn, Twin Falls, LLC, as counsel.


SIMON WORLDWIDE: Amends Registration Agreement with Overseas Toys
-----------------------------------------------------------------
Simon Worldwide, Inc., on July 15, 2013, entered into the First
Amendment to the Registration Rights Agreement, dated Nov. 10,
1999, by and between the Company and Overseas Toys, L.P.  The
Amendment amends the Agreement to include within the definition of
"Registrable Securities":

   (1) shares of the Company's common stock, par value $0.01 per
       share, purchased by Overseas Toys in a tender offer further
       described in the Tender Offer Statement on Schedule TO
       filed by Overseas Toys with the Securities and Exchange
       Commission on Nov. 1, 2010; and

   (2) any shares of common stock purchased by Overseas Toys in
       the rights offering further described in the Registration
       Statement on Form S-1, File No. 333-189020, filed by the
       Company with the SEC on May 31, 2013.

Overseas Toys is the direct beneficial owner of 41,763,668 shares
of the Company's Common Stock, representing approximately 82.5
percent of the Company's outstanding Common Stock.  Multi-
Accounts, LLC, is the general partner of Overseas Toys.  OA3, LLC,
a California limited liability company is the managing member of
Multi-Accounts.  Ronald W. Burkle, an individual, controls OA3.

A copy of the Amended Registration Rights Agreement is available
for free at http://is.gd/XcDiq2

                   Overseas to Exercise All Rights

Overseas Toys has indicated that it intends to exercise all of the
rights issued to it under the pro rata basic subscription right
and to subscribe for the maximum additional shares pursuant to the
over-subscription privilege that it would be entitled to purchase.
Assuming no other holders exercise their rights in this offering,
and that Overseas Toys exercises its basic and over-subscription
privileges in full as indicated, after giving effect to this
offering, Overseas Toys would own approximately 88.1 percent of
the Company's common stock.

The Company is currently controlled by Overseas Toys, L.P.
Overseas Toys beneficially owns 41,763,668 shares of the Company's
common stock, which represents approximately 82.5 percent of the
outstanding shares.

The Company is distributing, at no charge, to holders of record of
the Company's common stock, nontransferable subscription rights to
purchase an aggregate of up to 23,854,680 shares of the Company's
common stock for an aggregate subscription price of $5,009,482.

Each whole subscription right will entitle a holder of record of
the Company's common stock, to purchase 0.471 shares of the
Company's common stock at a subscription price of $0.21 per whole
share.  The per share subscription price was determined by the
Company's board of directors, and represents a premium of 162.5
percent to the last reported sales price of the Company's common
stock on the Over-The-Counter QB, as of May 30, 2013, the last
trading day prior to the filing of the Company's initial
registration statement with respect to this subscription rights
offering.

Assuming the subscription rights offering is completed, the
Company intends to use $3,500,000 of the proceeds of the
subscription rights offering to make a scheduled capital
contribution to the Company's majority-owned subsidiary, Three
Lions Entertainment, LLC.

Shares of the Company's common stock are quoted on the OTCQB under
the symbol "SWWI."  As of May 30, 2013, the last reported sales
price of the Company's common stock on the OTCQB was $0.08 per
share.

A copy of the amended Form S-1 prospectus is available at;

                        http://is.gd/iHSMse

                       About Simon Worldwide

Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) no longer
has any operating business.  Prior to August 2001, the Company
operated as a multi-national full-service promotional marketing
company, specializing in the design and development of high-impact
promotional products and sales promotions.  At Dec. 31, 2009,
the Company held an investment in Yucaipa AEC Associates, LLC, a
limited liability company that is controlled by the Yucaipa
Companies, a Los Angeles, California based investment firm.
Yucaipa AEC in turn principally held an investment in the common
stock of Source Interlink Companies, a direct-to-retail magazine
distribution and fulfillment company in North America, and a
provider of magazine information and front-end management services
for retailers and a publisher of approximately 75 magazine titles.
Yucaipa AEC held this investment in Source until April 28, 2009,
when Source filed a pre-packaged plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code.

Simon Worldwide disclosed a net loss of $1.52 million on $0
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $1.97 million on $0 revenue in 2011.  The Company's
balance sheet at March 31, 2013, showed $7.17 million in total
assets, $98,000 in total liabilities, all current, and $7.07
million in total stockholders' equity.


SMART ONLINE: Issues $230,000 Additional Convertible Note
---------------------------------------------------------
Smart Online, Inc., sold an additional convertible secured
subordinated note due Nov. 14, 2016, in the principal amount of
$230,000, to a current noteholder upon substantially the same
terms and conditions as the Company's previously issued notes.
As with the Existing Notes, the Company is not permitted to prepay
the New Note without approval of the holders of at least a
majority of the aggregate principal amount of the Notes then
outstanding.

The Company plans to use the proceeds to meet ongoing working
capital and capital spending requirements.

Effective July 1, 2013, the Company amended its Amended and
Restated Certificate of Incorporation to change its name from
Smart Online, Inc., to MobileSmith, Inc.  In anticipation of this
name change, the Company's trading symbol on the OTCBB was changed
to "MOST" effective May 28, 2013.

                        About Smart Online

Durham, North Carolina-based Smart Online, Inc., develops and
markets a full range of mobile application software products and
services that are delivered via a SaaS/PaaS model.  The Company
also provides Web site and mobile consulting services to not-for-
profit organizations and businesses.

Smart Online disclosed a net loss of $4.39 million in 2012, as
compared with a net loss of $3.54 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $1.24 million in total
assets, $29.82 million in total liabilities, and a $28.57 million
total stockholders' deficit.

Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has a working capital deficiency as of Dec. 31, 2012, which
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


SUPERIOR PLUS: DBRS Confirms 'BB' Issuer Rating
-----------------------------------------------
DBRS has confirmed the Issuer Rating on Superior Plus LP (SP-LP or
the Company) at BB (high) and the ratings of the Senior Secured
Notes and Senior Unsecured Debentures issued by SP-LP at BB (high)
and BB (low), respectively.  All trends are Stable.  Pursuant to
DBRS Recovery Ratings for Non-Investment Grade Corporate Issuers
methodology, the recovery ratings of RR3 and RR6 on the above-
noted securities are confirmed.  SP-LP is a 99.9%-owned subsidiary
of Superior Plus Corporation (SP-Corp), which is listed in the
Toronto Stock Exchange.  As SP-Corp has no other operating
business, SP-LP's business cash flow is used to support all
consolidated debt.  Hence, we have assessed the consolidated
financial metrics and liquidity in determining Superior's
financial risk profile.

SP-LP's ratings reflect the leading market positions and steady
cash flows from its Canadian propane distribution business in the
Energy Services (ES) division and Specialty Chemicals (SC)
production.  The ratings also take into account SP-Corp's
deleveraging effort and the resulting improvement in financial
metrics in the past two years and DBRS's expectation that the
improvement will continue until it reaches and maintains its
internal leverage targets.  These strengths were somewhat offset
by a number of business challenges facing the Company.  They
include (1) limited near-term demand growth potential in both ES
and Construction Product (CPD) division, (2) earnings exposure to
various exogenous factors not within the Company's control (such
as winter temperatures and natural gas prices in ES, electricity
costs in SC production) and (3) exposure of its sodium chlorate
business to pulp mill production.

SP-LP's business has been challenged since the recession in 2009
when performances of the companies it acquired to expand its
geographic reach and customer base in the U.S. were below
expectation, while demand for propane and heating oil were
affected by unusually warm winters and demand for sodium chlorate
in the SC division was affected by a decline in production in the
pulp and paper industry.  These headwinds, together with the
significant debt burden used to finance the acquisitions, resulted
in SP-Corp's consolidated financial metrics being materially
weaker than those expected for the Company's ratings at the end of
2011.

Following the appointment of the new CEO, Mr. Luc Desjardin, in
November 2011, and a subsequent strategic review of the
businesses, SP-Corp has refocused its efforts on deleveraging its
balance sheets and on a set of initiatives under its "Destination
2015" business plan aimed at reducing inefficiencies in business
operations, improving customer focus to reduce attrition,
exploring cross-selling opportunities and improving supply chain
management to reduce working capital requirements.  While the
initiatives are a work in progress and are likely to generate
tangible results over the next two to three years, the
deleveraging efforts have been well under way.  Through a
reduction in credit facility drawdown, partial redemption of
senior secured notes and convertible debentures since the end of
2011, SP-LP has reduced its total debt by $342 million as of March
31, 2013, and the reduction was funded through an equity issuance
of $138 million in Q1 2013, operating cash flow and reduction in
working capital during the period.  As a result, SP-Corp's
financial metrics improved materially and are now consistent with
those expected for the ratings, with adjusted cash flow-to-debt of
19% for last 12 months ended March 31, 2013, compared to 13% in
2011, and adjusted debt-to-EBITDA of 4.0 times (x) from 5.3x in
2011.  Management has publicly stated its intention to continue
deleveraging until SP-Corp reaches its target of lowering its
unadjusted total debt-to-EBITDA to the low end of the 3.0x to 3.5x
range (3.7x at March 31, 2013) and maintain that in the medium
term.

SP-Corp's liquidity remains acceptable for the ratings.  It relies
substantially on the $570 million credit facility ($339 million
available as at March 31, 2013, and recently extended by one year
to mature in June 2016) and its annual operating cash flow of
about $200 million for liquidity.  This is more than adequate to
cover the projected capital expenditure and its reduced dividend
level and allow further deleveraging as planned.  DBRS recognizes
that SP-Corp is currently objecting to a Notice of Reassessment of
its 2009 and 2010 taxation years by Canada Revenue Agency (CRA)
and intends to object similar reassessments for subsequent years
expected to be received from CRA.  While the issue remains
unresolved, SP-Corp is required to pay CRA 50% of the contested
tax amounts (estimated to add up to $26.5 million for taxable
years between 2009 and 2013) upon receipt of reassessments
expected between April 2013 and Q3 2013.  The amounts are
refundable in the event that the issue is resolved in SP-Corp's
favour.  DBRS has not factored the financial impact of such
payments to SP-LP's ratings because of the uncertainty regarding
the outcome and its timing.

SP-LP's overall business risk profile remains supported by its
leading market position in Canadian propane distribution and
sodium chlorate production and by the diversity provided by other
businesses, which reduce its dependence on the North American
markets and to specific customer segments.  Although prices of the
distributed products could fluctuate, the Company typically earns
a fixed-dollar margin over product and transportation costs in
ES's propane and refined fuel distribution business, while a
material proportion of SC's sodium chlorate sales are covered by
contractual arrangements.  The increasing contribution of
chloralkali products in the SC division should improve business
diversity and reduce the division exposure to the pulp and paper
industry.  Business volumes in the ES and SC divisions have been
steady, albeit slow growing, in the long term, although short-term
volume decline could occur in the event of warm winter temperature
for ES and periods of low production in pulp industry affecting
sodium chlorate demand.  Electricity costs, which account for 70%
to 85% of sodium chlorate variable production costs could also
directly affect SC's profit margin.  Although normalized
temperature in the past winter, recent improved pulp production
and low electricity prices have been helpful to Superior's
results, these conditions are not within the Company's control and
there is no assurance that they will persist.

DBRS considers the business risk profile of the Company's much
smaller CPD business materially weaker than those of the other
segments.  The CPD market is fragmented with intense competition,
largely based on price, service and customer relationship, with a
generally low barrier to entry.  Demand is also cyclical and
dependent upon general economic conditions and housing starts.
Despite recent improvement in U.S. housing starts, commercial and
industrial sectors remain weak and the Canadian residential market
is slowing down.  As such, demand conditions remain uncertain and
CPD's future profitability will largely depend on its ability to
improve its cost efficiency and supply chain management.  DBRS
believes that a material increase of the higher-risk CPD business,
while currently not expected, could weaken Superior's overall
business risk profile and pressure the ratings.

The Stable trend on the ratings reflect DBRS's view that, while
the SP-Corp's financial metrics have already improved to levels
consistent with the rating, it will take a sustained management
effort and more time before they return to levels supportive of a
low-investment-grade financial risk profile.  On the other hand,
given management's concrete deleveraging effort to date and its
stated target, DBRS believes that the likelihood of deterioration
in financial metrics and business risk profile that warrant a
rating downgrade is now materially reduced.  We also expect
industry fundamentals, SP-LP's business mix and overall business
risk profile to remain largely unchanged in the medium term.


TALLGRASS ENERGY: Obtains Creditor Protection Under CCAA
--------------------------------------------------------
Tallgrass Energy Corp. on July 17 disclosed that, after careful
consideration of all available alternatives, the Board of
Directors of TEC determined that it was in the best interests of
all of its stakeholders to seek creditor protection under the
Companies' Creditors Arrangement Act (Canada).  The Company filed
its application for protection under the CCAA and has obtained an
interim stay of proceedings from its creditors until July 24, 2013
pursuant to an order of the Alberta Court of Queen's Bench.

The CCAA application of TEC was adjourned until Thursday July 24,
2013 when its secured lenders will also be bringing an application
to appoint a receiver over the property and assets of TEC which
will be heard concurrently with the Company's CCAA application.

The Interim Stay has been put in place by the Court in order to
allow the Company to stabilize its affairs until a hearing on the
merits of its CCAA application can be held.  The Company is
entitled by the terms of the Interim Stay to manage its day to day
affairs.  The Interim Stay also provides that, among other things,
during the Stay Period:

1. No proceedings may be commenced against the Company or its
property;

2. All rights and remedies of any person are stayed and suspended
and shall not be commenced or proceeded with except with leave of
the Court;

3. No person shall accelerate, suspend, discontinue, fail to
honor, alter, interfere with, repudiate, terminate or cease to
perform any right, renewal right, contract, agreement, license or
permit in favor of or held by the Company;

4. All persons are obligated to continue to provide services under
agreements currently in place with the Company and are restrained
from discontinuing, altering, interfering with, suspending or
terminating the supply of such goods or services as may be
required by the Company or exercise any other remedy provided
under such agreements or arrangements; and

5. No proceedings may be commenced or continued against any of the
former, current or future directors or officers of the Company
with respect to any claim against directors or officers that arose
before the date of the Order.

Recently, TEC has been hampered by liquidity challenges due to a
number of market driven and production issues associated with its
assets, details of which will soon be available.  The Interim Stay
stays creditors and others from enforcing rights against TEC.  TEC
will issue a further press release on or before July 24, 2013
which will provide an update.

While under the Interim Stay, the Board of Directors maintains its
usual role and management of TEC remains responsible for the day-
to-day operations of the company.

Managing the relationships with TEC's counterparties through the
recent uncertainty has absorbed considerable staff resources.  At
the current time, Management and the Board of Directors are
actively focusing on obtaining CCAA protection so that it can
develop an effective Plan of Arrangement or Compromise to fulfill
the requirements of CCAA protection.  Every effort will be made to
ensure that all stakeholders in TEC are kept informed of
developments affecting TEC as they occur.

Tallgrass is continuing to work with a lending group interested in
refinancing the Company's debt instruments and providing working
capital to fund the Company's exploration activities and capital
program.  This process is evolving but there is no assurance that
funding will be secured.

Additionally, the Company sold two properties in its Central
Alberta land package for aggregate proceeds of $223,000.  These
proceeds have been used to pay down the $12 million operating loan
facility which is now reduced by this same amount.

Headquartered in Calgary, Tallgrass Energy Corp., formerly Anglo
Canadian Oil Corp. -- http://www.tallgrassenergy.ca-- is a junior
oil and gas company engaged in the exploration, development and
exploitation of oil and gas reserves in Western Canada.  Anglo has
a land position in the oil rich Nordegg Member formation,
comprising 269 sections (172,160 acres) in and around the Grande
Prairie region of North Western Alberta.  Anglo holds a 100%
interest in this dominant position.  In March 2011, Anglo secured
34,456 net hectares of lands principally targeting the Duvernay
and Beaverhill Lake oil prone formations in Central Alberta.
Anglo produces heavy oil from its 20 section (12,800) 100%
interest in a Bakken play in South West Saskatchewan.  Its
properties include Nordegg Play and Bakken Play.  Effective
December 31, 2012, Anglo and Tallgrass Energy Corp. (Tallgrass)
completed a plan of arrangement (the Arrangement) the amalgamation
of Anglo and Tallgrass.  The resulting amalgamated company
continue under the name Tallgrass Energy Corp.


TELKONET INC: Stockholders Approve Executive Compensation
---------------------------------------------------------
Telkonet, Inc., continued its annual meeting of stockholders on
July 12, 2013, at which the stockholders:

   (a) elected William H. Davis, Jason L. Tienor, Glenn A. Garland
       and Tim S. Ledwick as directors to serve for the ensuing
       year and until their successors are elected;

   (b) approved, on an advisory basis, the compensation of the
       Company's named executive officers; and

   (c) indicated "every year" as the desired frequency of future
       advisory vote on executive compensation.

                           About Telkonet

Milwaukee, Wisconsin-based Telkonet, Inc., is a clean technology
company that develops and manufactures proprietary energy
efficiency and smart grid networking technology.

Telkonet disclosed net income of $390,080 on $12.75 million of
total net revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $1.90 million on $11.18 million of total net
revenue during the prior year.

Baker Tilly Virchow Krause, LLP, in Milwaukee, Wisconsin, issued
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has a history of operating losses
and negative cash flows from operations, and an accumulated
deficit of $117,954,116 that raise substantial doubt about the
Company's ability to continue as a going concern.

The Company's balance sheet at March 31, 2013, showed $14.56
million in total assets, $5.36 million in total liabilities, $3.43
million in total redeemable preferred stock, and $5.75 million in
total stockholders' equity.


TEMPLE UNIVERSITY: Moody's Cuts Ratings to Ba2, Outlook Negative
----------------------------------------------------------------
Moody's Investors Service has downgraded to Ba2 from Ba1 the
ratings of Temple University Health System. The rating outlook is
negative at the lower rating level. The rating action affects
approximately $525 million of rated debt issued through the
Hospitals and Higher Education Facilities Authority of
Philadelphia.

Rating Rationale

The downgrade to Ba2 rating from Ba1 is based on the expectation
that operating losses will be significant in FY 2013, reflecting a
material negative variance from budgeted expectations provided by
management. The Ba2 also reflects ongoing challenges of a weak
fundamental credit profile, including challenging demographics,
highly leveraged balance sheet and operating profile and
increasing dependence on supplemental Commonwealth funding. If
unmitigated such challenges could suggest a rating level several
notches below the current Ba2 rating level. However, TUH's rating
heavily incorporates Temple's important role as a safety net
provider for the City of Philadelphia as substantiated by material
and increasing funding from the Commonwealth and, the System's
position as the academic medical center for Aa3-rated Temple
University (TU), which is the sole corporate member of TUHS.

The rating pressures are somewhat tempered by recent success in
physician recruitment that has translated into stable volumes
after a multi-year decline, at a time when volumes nationally are
declining and essentiality in the market place. Also TUHS's
sizable operating base and affiliation with Fox Chase Cancer
Center, a National Cancer Institute Comprehensive Cancer Center,
provide a platform for future clinical expansion into quaternary
level oncology. The revision in the rating outlook to negative
from stable reflects ongoing pressure on operating performance and
thin operating cash flow that, if not reversed, will reduce cash
reserves weakening the fundamental profile further.

Challenges

- Multiple year trend of significant, and growing, operating
   losses, in spite of significant and growing supplemental
   funding from the Commonwealth; TUHS reported operating losses
   of $14.9 million (-1.5%) in FY 2011, $24.2 million (-2.4%) in
   FY 2012 and $58.6 million (-5.9%) through nine months of FY
   2013; performance in FYE 2013 reflects a material variance
   from budget

- Concerns that cash balances will trend downwards as cash-flow
   from operations in FY 2013 will fall short of comprehensive
   funding needs including capital expenditures and pension;
   management's expectation that 2014 performance will also be
   weaker than represented at the time of the last debt issuance
   suggesting downward pressure on cash and investments as cash-
   flow will be stressed to meet needed capital investment

- Financial profile for period ending March 31, 2013 translates
   into weak leverage measures as reflected by cash-to-debt of
   63% and thin peak debt service coverage of 0.9 times

- Extremely high mix of Medicaid (41.6% of gross inpatient and
   outpatient revenue at FYE 2012) and indigent-related revenue
   streams. TUHS is also increasingly dependent on State funding
   and appropriations to support operations due to the
   disproportionate mix of indigent-related revenues.

- A weaker economy in Pennsylvania and the Philadelphia area has
   affected area-wide volumes. The Commonwealth in general is
   confronted with a long trend of below-average economic and
   population growth

- Competition within the Philadelphia market, particularly for
   tertiary and quaternary clinical services, continues to
   intensify

Strengths

- Essential role as a safety net provider to Southeastern
   Pennsylvania, with an indispensability quotient in the City of
   Philadelphia; tangible willingness on the part of the
   Commonwealth to leverage available resources in support of
   TUHS as evidenced by a long history of stable or growing
   supplemental payments from the Commonwealth; total
   supplemental Commonwealth funding is expected to increase in
   FY 2013

- Turn-around initiatives are well articulated and have included
   or will include continued physician recruitment, a large scale
   restructuring of most support services as well as clinical
   processes, workforce reductions, revenue cycle initiatives
   (collections, coding, documentation), operations improvements
   (efficiencies, supplies), physician led clinical process
   redesign, and market development including strategic clinical
   recruitments.

- Position as the academic medical center for Aa3-rated Temple
   University. Though the University has given no indication of
   explicit financial support for bond payments, Moody's believes
   that the Health System's importance to the University's
   mission and strategies with the School of Medicine and
   research emphasis provides for some of the lift of an
   otherwise well below investment grade financial profile

- Affiliation with the Fox Chase Cancer Center, a clinically
   renowned institution

- Still adequate absolute balance sheet resources, with $337.3
   million of unrestricted cash and investments equating to
   approximately 92 days cash as of March 31, 2013. Investments
   are heavily oriented toward cash and fixed income investments
   (80%).

- All fixed rate debt structure, and a modest, but growing,
   pension liability (approximately $38 million at FYE 2012);
   management reports no additional borrowing plans at this time

Outlook

The revision in the rating outlook to negative from stable
reflects ongoing pressure on operating performance and thin
operating cash flow that, if not reversed, will reduce cash
reserves weakening the fundamental profile further.

What could change the rating -- UP

Given the negative rating outlook an upgrade in the near term is
unlikely. Over the longer term: a sustained improvement in
operating cash flow driven by internal operational improvement and
not growth in supplemental payments; growth in revenue that has
resulted from clinical activities; build of balance sheet cushion
relative to debt and operations; continued growth in demand,
market share and acuity of services

What could change the rating -- DOWN

Deeper operating losses; deterioration of cash; inability to grow
revenues and increase cash flow from core operations; increase in
debt; disintegration of current relationship with TU; reduction in
support from the Commonwealth that is not met with core
operational improvement at the clinical enterprises; erosion of
market share

Methodology

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


THQ INC: Gets Ch. 11 Plan Confirmed And $4MM Tattoo Claim Pared
---------------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that a Delaware
bankruptcy judge gave the go-ahead to defunct video game maker THQ
Inc.'s Chapter 11 liquidation plan Tuesday, but ruled the estate
is not on the hook for the full amount, originally $4 million, of
a tattoo copyright infringement claim regarding its Ultimate
Fighting Championship titles.

According to the report, U.S. Bankruptcy Judge Mary F. Walrath
confirmed the plan after hearing that THQ had resolved the vast
majority of objections, many of which were related to individual
claims.

                           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: Risk-Mitigation Provider Nails $2 Million Loan
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that TLO LLC received final approval this week for a
$2 million secured loan supplied by the deceased founder's
daughters.

According to the report, the loan will bear interest at 9 percent.
With consent from the secured lender Technology Investors Inc.,
the bankruptcy loan will come ahead of existing debt.  Boca Raton,
Florida-based TLO listed assets of $46.6 million and debt totaling
$109.9 million, including $93.4 million in secured claims.

The report notes that principal lender TII was owed $89 million at
the outset of bankruptcy.  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.

                           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.  Robert C Furr, Esq., and Alvin S. Goldstein, Esq. at
Furr & Cohen serve 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.

Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.


TOMMY THOMPSON: Receiver Wants Bankruptcy Case Tossed
-----------------------------------------------------
Patrick Fitzgerald, writing for The Wall Street Journal, reported
that the court-appointed receiver now in charge of Tommy
Thompson's deep-sea exploration companies wants a bankruptcy judge
to sink the fugitive treasure hunter's bankruptcy case.

WSJ recalled that Mr. Thompson is the engineer and undersea
explorer who in the 1980s found the wreck of the SS Central
America, a U.S. mail steamer that went down off the North Carolina
coast in 1857 with 18 tons of gold.  Within a few years, Mr.
Thompson, 60, had recovered more than three tons of gold, silver
and other treasures, estimated to be worth at least $100 million.
He's been fighting with former partners and investors ever since.

The report further recalled that in May an Ohio judge ordered the
receiver to take over Thompson's companies, Columbus Exploration
LLC and Recovery LP. Now that receiver, Ira Kane, intends to ask
Judge Peter Walsh of the U.S. Bankruptcy Court in Wilmington to
dismiss the case. A hearing is scheduled for Aug. 5.

Mr. Thompson's companies ended up in bankruptcy court after group
of creditors filed an involuntary bankruptcy petition against them
in Delaware, the report said.

But an investor group that had long been sparring with Mr.
Thompson claimed Columbus Exploration's lawyer, Rick Robol,
orchestrated the bankruptcy in an effort to prevent the
receivership, a charge Mr. Robol has denied.  Mr. Robol said in an
email that the creditors expect to meet with the receiver next
week this week, after which they'll be able to respond to his bid
to dismiss the case.

Since bringing up more than three tons of treasure from 8,500 feet
below the Atlantic, Mr. Thompson's fortunes have faltered, the
report noted. There have been no further explorations or
recoveries since the late 1980s.

He's also on the lam, WSJ said.  Mr. Thompson, who'd allegedly
been living in Florida, disappeared with his assistant, Alison
Antekeier, last year after an Ohio judge in a separate case issued
an order for his arrest. He remains at large.


UC HOLDINGS: S&P Assigns 'B' Rating to $325MM Senior Secured Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on UC Holdings Inc.  At the same time, S&P assigned
its 'B' issue rating and '4' recovery rating to the proposed $325
million senior secured notes to be issued by Chassix Inc. A '4'
recovery rating indicates S&P's expectation of average (30%-50%)
recovery in the event of payment default.  All ratings are subject
to a review of final documentation.

S&P intends to withdraw the 'B' issue-level rating on the
$216.4 million senior secured term loan A (with DMI SMW Holding
Corp., Diversified Machine Inc. [DMI], Concord International Inc.,
and certain of their subsidiaries as borrowers) once the proposed
financing is complete because all existing debt will have been
refinanced.

"The ratings on UC reflect our view of the company's "highly
leveraged" financial risk profile and "vulnerable" business risk
profile," said credit analyst Nishit Madlani.  The stable outlook
reflects S&P's expectation that UC's leverage, pro forma for the
transaction, will be about 4.8x at the transaction's close (based
on EBITDA for the 12 months ended March 31, 2013), but will
improve to 4.3x or less over the next 12 months.  The financial
risk assessment also reflects S&P's expectation for negative FOCF
in 2013, mostly due to integration-related costs and higher year-
over-year capital expenditures.  The integration-related costs are
a result of the December 2012 integration of DMI and Concord
International Inc. (SMW) under private-equity sponsor Platinum
Equity Advisors LLC (Platinum), which owned both DMI and SMW prior
to the integration.

The "highly leveraged" financial risk profile reflects S&P's
belief that the company's the financial policy will remain
aggressive given the potential that the company may eventually
distribute dividends to owners rather than reduce debt.  For the
rating, S&P expects UC to maintain FOCF/debt in the low-single
digits and a leverage ratio of 3.5x-4x over the next two years,
including S&P's adjustments (primarily the operating leases'
present value).  S&P do not expect UC to generate free cash flow
until 2014, given the operational issues at certain plants and the
company's need to make investments in new capacity to meet
somewhat higher volumes.

The "vulnerable" business risk assessment reflects the combined
entity's concentrated customer mix and limited geographic
diversity amid multiple industry risks that automotive suppliers
face, including volatile demand, high fixed costs, intense
competition, and severe pricing pressures, which are only
partially offset by our expectation that North American production
will continue to rise.

DMI has been facing operational issues at its important iron
foundry in Columbus, Ga., as a result of what S&P assumes was
underinvestment in prior years--before Platinum assumed ownership.
This led to higher-than-expected operating costs because of excess
labor, significant downtime related to equipment, maintenance, and
upgrades at the plant.  Despite the operational issues and the
ongoing execution risk involved in managing new launches over the
next few quarters, S&P assumes in its base case that the company's
implemented plan and additional investments to improve plant
efficiency and increase capacity will lead to some margin
improvement in the second half of 2013 and into 2014.

Over the longer term, S&P assumes margins will improve mostly as a
result of capacity consolidation, improved purchasing scale, and
larger in-house production capabilities as a result of vertical
integration.  Still, S&P considers UC's margins sensitive to
future demand given its high operating leverage.  Synergy-related
costs connected to the integration of various functional areas of
the stand-alone entities could be near-term headwinds for margins.

UC's business risk profile considers the company's concentrated
customer base to be a significant risk.  Geographic diversity is
also limited compared to some of its similarly rated peers because
most of UC's revenues are in North America, and S&P expects this
to be the case in the near future.

More than three-fourths of UC's revenues tie directly or
indirectly to the U.S. automakers' domestic operations.  These
companies are currently all profitable following multiyear
restructurings, but they have varying track records.  Although
vehicle production has recently increased amid the ongoing slow
recovery in U.S. auto demand, future production could be volatile
given the weak economic outlook.  Separately, S&P believes any
significant market share losses for Ford Motor Co.
(BB+/Positive/--), General Motors Co. (BB+/Stable/--), or Chrysler
Group LLC (B+/Positive/--) would hurt UC.

"We believe UC has a sizeable market share in its main segments
and has the potential to improve this over the longer term, given
its full-service capabilities across casting and machining for
aluminum and iron.  However, we believe that the market is still
fragmented. Some competitors are the in-house operations of larger
companies or automakers, while others are smaller and more
vulnerable.  UC's contracts with its customers appear to provide a
reasonable buffer against raw-material cost increases.  This is
critical because volatile raw-material costs hurt certain acquired
operations under the previous owners," S&P noted.

Also, UC has no pension or postretirement health care obligations,
and its relationship with union representation appears manageable,
in our view.  Other positives include a balanced end-market mix in
terms of global program sourcing on cars and light trucks, and the
potential to leverage from the trend toward aluminum-related
sourcing from some large customers.  Although S&P believes UC has
acquired some competitive technologies and capabilities at
attractive prices, S&P do not expect the company to have any
significant pricing leverage with its larger and more powerful
customer base.

The stable rating outlook reflects S&P's expectation that UC's
leverage, pro forma for the transaction, would improve to 4.3x or
less over the next year.  S&P also assumes the company will not
generate FOCF until 2014.

S&P could raise the ratings over the next year if the company
sustainably turns around recent inefficiencies in some of its
plants, with increasing prospects for achieving low-double-digit
EBITDA margins.  This could prompt S&P to revise its business risk
profile to "weak" from "vulnerable."  For an upgrade, S&P would
also expect the company to sustain the ratio of FOCF to debt in
the mid- to high-single digits and maintain a financial policy
commensurate with the leverage ratio in the 3.5x-4.0x range.  This
could lead S&P to revise the financial risk profile to
"aggressive" from "highly leveraged."

"We could lower the ratings if weaker-than-expected operating
performance led to adjusted leverage of well above 5x, with a
reduction in liquidity and increased prospects for negative FOCF
even in 2014.  This could occur if the company increases
borrowings under its ABL facility for meaningfully higher-than-
anticipated investments to upgrade certain facilities and to fund
product launch-related costs, further weakening its liquidity.
This could also occur if it appears unlikely that EBITDA margins
would improve to our base case in 2014, and revenue growth and
working capital performance are less favorable than we expect,"
S&P said.

Privately held UC does not disclose financial results.


USA BROADMOOR: Wins Okay to Access Wells Fargo Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
according to USA Broadmoor LLC's case docket, authorized the use
of cash collateral which creditor Wells Fargo Bank Minnesota NA
asserts an interest.

The Debtor is authorized to proceeds generated by the lease or
rental of apartments units (cash collateral) to pay operating
expenses so long as any individual expense category does not
exceed the amount in the budget by more that 15 percent in any
month, provided that the Debtor may not exceed the entire amount
for any month in the budget.

The Debtor will not be authorized to pay any management fees
absent further order of the Court.

Wells Fargo serves as trustee for the Registered Holders of GMAC
Commercial Mortgage Securities Inc., Mortgage Pass-Through
Certificates, series 2002-c3, by and through its special servicer
CWCapital Asset Management LLC.

As adequate protection from any diminution in value of the
lender's collateral, the Trust is granted a replacement lien
against the Debtor's cash collateral to the same extent, validity,
and priority as existed as of the Petition Date.

                      About USA Broadmoor, LLC

USA Broadmoor, LLC, filed a Chapter 11 petition (Bankr. M.D. Fla.
Case No. 13-04880) on April 16, 2013.  The petition was signed by
Hugh L. Caraway, chief executive officer of Internacional Realty,
Inc., member.  The Debtor estimated assets and debts of at least
$10 million, respectively.  Judge Michael G. Williamson presides
over the case.  The Debtor is represented Amy Denton Harris, Esq.
at Stichter Riedel Blain & Prosser, P.A.


USA BROADMOOR: Gets Final OK to Employ Stichter Riedel as Counsel
-----------------------------------------------------------------
The Hon. Michael G. Williamson of the U.S. Bankruptcy Court for
the Middle District of Florida authorized USA Broadmoor, LLC to
employ Stichter, Riedel, Blain & Prosser, P.A. as counsel.

USA Broadmoor, LLC, filed a Chapter 11 petition (Bankr. M.D. Fla.
Case No. 13-04880) on April 16, 2013.  The petition was signed by
Hugh L. Caraway, chief executive officer of Internacional Realty,
Inc., member.  The Debtor estimated assets and debts of at least
$10 million, respectively.  Judge Michael G. Williamson presides
over the case.  The Debtor is represented Amy Denton Harris, Esq.
at Stichter Riedel Blain & Prosser, P.A.


VIVARO CORP: Hires Gabriel Del Virginia to Pursue Avoidance Suits
-----------------------------------------------------------------
Vivaro Corp. et al., ask the U.S. Bankruptcy Court for approval to
employ Gabriel Del Virginia as special counsel to investigate and
prosecute the avoidance actions, including any all services
required to prosecute and settle avoidance actions.

GDV has agreed to receive compensation on a contingency basis
which recoveries will be limited to: (x) 22.50% of any recovery
from the actions settled or resolved before trial and  (y) 33% of
any amounts recovered after trial to judgment.  Where the
settlement of an avoidance action involves the waiver of a claim
against one of the Debtors the value of such waiver attributed to
the general unsecured claims should be 1% for the purposes of
GDV's fees.

GDV attests he is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

The attorney can be reached at:

        Gabriel Del Virginia Esq.
        880 Third Avenue, 13th Floor,
        New York, NY 10022.
        Tel: 212-371-5471
        Fax: 212-371-0460

                        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.


VOICES OF FAITH: Agreed to Restructure FCR Debt, Case Dismissed
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
dismissed the Chapter 11 case of Voices of Faith Ministries, Inc.

The Debtor and Foundation Capital Resources, Inc., reached an
agreement to restructure the Debtor's outstanding obligations to
FCR.  The agreement provides for, among other things:

   -- the dismissal of the Debtor's action and implement the
restructuring agreement that will allow the Debtor to
expeditiously emerge from bankruptcy and ameliorate any negative
impact that the pendency of the bankruptcy has had on the Debtor's
ability to grow its congregation, and thus its income from tithes
and offerings; and

   -- the Debtor to avoid the cost and expense of the confirmation
process if the parties are unable to consensually implement the
restructuring agreement;

   -- the Debtor to reduce its debt service to FCR, thus providing
Debtor with additional cash flow to sustain its ministries and
repay its secured and unsecured creditors.

FCR is represented by John A. Thomson, Jr., Esq., at Womble
Carlyle Sandridge & Rice, LLP.

              About Voices of Faith Ministries, Inc.

Voices of Faith Ministries, Inc., is a Georgia non-profit
corporation that operates a Christian faith church known as Voices
of Faith Ministries.  It has 10,000 attending members and five
locations.  The Debtor's properties consist of seven buildings and
two parcels of vacant land located in Georgia and Louisiana.

Based in Stone Mountain, Georgia, Voices of Faith filed for
Chapter 11 bankruptcy (Bankr. N.D. Ga. Case No. 11-85028) on
Dec. 5, 2011.  The petition was signed by Gary Hawkins, Sr., CEO.
The Debtor has hired Moore Law Group LLC (John A. Moore) and
Geiger Law LLC as co-bankruptcy counsel.


VPR OPERATING: Gets Final Approval to Use Cash Collateral
---------------------------------------------------------
The Hon. Tony M. Davis of the U.S. Bankruptcy Court for the
Western District of Texas authorized, on a final basis,
VPR Operating, LLC, et al. to (i) obtain up to an aggregate amount
of $2,500,000 in postpetition financing from Delfinco, LP and
Victory Park Credit Opportunities, LP, and Victory Park
Management, LLC, as administrative and collateral agent; and (ii)
use cash collateral.

The Debtors acknowledge and agree that, as of the Petition Date,
the aggregate amount of no less than $83,356,939 was due and owing
in respect of loans and other financial accommodations made by the
Prepetition Lenders pursuant to the Prepetition Debt Documents.

The Debtors would use the loan and the cash collateral to continue
the operations of their businesses.

As adequate protection from any diminution in value of the
lender's collateral, the Debtors will grant the prepetition agent
replacement liens and superpriority administrative expense claims
status, subject to carve out on certain expenses.

                        About VPR Operating

VPR Operating, LLC, and three related entities sought Chapter 11
protection (Bankr. W.D. Tex. Lead Case No. 13-10599) in Austin
on March 29, 2013.  Brian John Smith, Esq., at Patton Boggs LLP,
serves as the Debtor's counsel.  Judge Craig A. Gargotta presides
over the case.

The Debtor disclosed $13,400,000 in assets and $11,119,045 in
liabilities as of the Chapter 11 filing.

Privately owned VPR is an oil and gas company focused on acquiring
and developing assets in the domestic onshore basins of the United
States.  It has 53 producing wells, which generate revenue of
approximately $375,000 per month on average after royalty
payments.  VPR was founded in 2008, and maintains producing oil
and gas properties in Oklahoma and New Mexico.

The U.S. Trustee appointed five entities to an official committee
of creditors.  Kell C. Mercer at Brown McCarroll, L.L.P.
represents the Official Committee of Creditors.


VPR OPERATING: Committee Can Retain Brown McCarroll as Counsel
--------------------------------------------------------------
The Hon. Tony M. Davis of the U.S. Bankruptcy Court for the
Western District of Texas authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of VPR Operating, LLC,
et al. to retain Brown McCarroll, LLP as its counsel.

As reported by the Troubled Company Reporter on June 17, 2013,
the hourly rates of the firm's personnel are:

         Stephen W. Lemmon                  $550
         Kell C. Mercer                     $450
         Associates                     $225 - $450
         Paraprofessionals               $95 - $200

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

                        About VPR Operating

VPR Operating, LLC, and three related entities sought Chapter 11
protection (Bankr. W.D. Tex. Lead Case No. 13-10599) in Austin
on March 29, 2013.  Brian John Smith, Esq., at Patton Boggs LLP,
serves as the Debtor's counsel.  Judge Craig A. Gargotta presides
over the case.

The Debtor disclosed $13,400,000 in assets and $11,119,045 in
liabilities as of the Chapter 11 filing.

Privately owned VPR is an oil and gas company focused on acquiring
and developing assets in the domestic onshore basins of the United
States.  It has 53 producing wells, which generate revenue of
approximately $375,000 per month on average after royalty
payments.  VPR was founded in 2008, and maintains producing oil
and gas properties in Oklahoma and New Mexico.

The U.S. Trustee appointed five entities to an official committee
of creditors.  Kell C. Mercer, Esq., at Brown McCarroll, L.L.P.
represents the Official Committee of Creditors.


VPR OPERATING: Denies Hiring of Global Hunter as Financial Advisor
------------------------------------------------------------------
The Hon. Tony M. Davis of the U.S. Bankruptcy Court for the
Western District of Texas denied VPR Operating, LLC, et al.'s
motion to employ Global Hunter Securities LLC as financial
advisors and investment banker.

As reported by the Troubled Company Reporter on June 17, 2013,
prior to the commencement of their proceedings, the Debtors were
working with a different investment bank, Evercore Partners, to
assist them in evaluating potential restructuring alternatives.
In the course of evaluating the postpetition retention of an
investment banker, the Debtors sought proposals from several
investment banking firms (including Evercore) with experience in
both oil and gas and bankruptcy transactions.  After weighing the
proposals and conducting interviews with certain of the investment
banking teams, the Debtors determined that Global Hunter had the
most experience and presented the best overall value for the
estates.

Global Hunter was to, among other things:

   a. review and analyze the Debtors' businesses and financial
      projections;

   b. evaluate the Debtors' strategic and financial alternatives;

   c. assist the Debtors in evaluating, structuring, negotiating
      and implementing potential restructuring transactions; and

   d. assist the Debtors in preparing descriptive materials to be
      provided to parties that may participate in potential
      restructuring transactions.

The Debtors agreed to pay Global Hunter:

   a. an initial advisory fee of $65,000, payable upon Court
      approval of Global Hunter's employment;

   b. upon the closing of a M&A Transaction, a M&A fee equal to
      two and a half percent of the aggregate consideration
      received in connection with such M&A Transaction, payable
      at the closing of such M&A Transaction.  If the M&A
      transaction involves multiple sales of portions of the
      Debtors' assets, the M&A Fee for any one sale will be the
      greater of (i) two and a half percent of the aggregate
      consideration for such sale; or (ii) $200,000; provided,
      however, that if three or more sales are consummated, the
      total amount of M&A Fees payable will be capped at the
      greater of (x) two and a half percent of the aggregate
      consideration for all such sales, or (y) $600,000 for all
      of the M&A Transactions consummated;

   c. a new capital fee equal to three percent for any unsecured
      or junior debt, one percent for any senior secured debt and
      six percent for any equity or convertible securities, all
      computed as a percentage of the gross cash proceeds raised
      in the case of equity, or the principal amount raised in the
      case of debt;

   d. in the case of any other transaction or recapitalization,
      whether specifically described or not, including, but not
      limited to, a "credit bid" by secured lenders, a minimum
      fee in the amount of $400,000; provided, however, that
      the Minimum Fee would only be payable if the M&A Fee or
      New Capital Fee were not otherwise earned and payable; and

   e. reimbursement of all reasonable, out-of-pocket expenses
      in an amount not to exceed $100,000 in the aggregate.

The Debtors will also provide Global Hunter with a $25,000 advance
against expenses subject to reimbursement under the Engagement
Agreement.

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

                        About VPR Operating

VPR Operating, LLC, and three related entities sought Chapter 11
protection (Bankr. W.D. Tex. Lead Case No. 13-10599) in Austin
on March 29, 2013.  Brian John Smith, Esq., at Patton Boggs LLP,
serves as the Debtor's counsel.  Judge Craig A. Gargotta presides
over the case.

The Debtor disclosed $13,400,000 in assets and $11,119,045 in
liabilities as of the Chapter 11 filing.

Privately owned VPR is an oil and gas company focused on acquiring
and developing assets in the domestic onshore basins of the United
States.  It has 53 producing wells, which generate revenue of
approximately $375,000 per month on average after royalty
payments.  VPR was founded in 2008, and maintains producing oil
and gas properties in Oklahoma and New Mexico.

The U.S. Trustee appointed five entities to an official committee
of creditors.  Kell C. Mercer, Esq., at Brown McCarroll, L.L.P.
represents the Official Committee of Creditors.


VPR OPERATING: Patterson Approved as Restructuring Officer
----------------------------------------------------------
The Hon. Tony M. Davis of the U.S. Bankruptcy Court for the
Western District of Texas signed off on an agreed order
authorizing the employment of William Patterson as chief
restructuring officer for VPR Operating, LLC, et al.

The agreement was entered with the Official Committee of Creditors
to resolve the motion filed on April 30, 2013, which sought for
the appointment of a Chapter 11 trustee.

The agreement also provides that the board of directors, managing
members, or other applicable managing entity (governing board) of
the Debtors to vest the CRO with the powers to investigate,
oversee, manage and direct the acts, conduct, assets, liabilities,
and financials.

In a separate filing, the Committee notified the Court that it is
withdrawing its motion to appoint Chapter 11 trustee.  In seeking
appointment of a trustee, the Committee stated that (i) Robert
Pullen, president and C.E.O. of the Debtors, has defrauded
investors, participated in forging documents, and committed actual
fraud, breached fiduciary duties, and caused willful and malicious
injury to property; and (ii) the Debtors and their alleged secured
creditors/owners are attempting to put into place DIP Financing
under which the Debtors are virtually assured to default.  The
Committee asserted that a trustee will protect the interests of
the estate.

The CRO will, among other things:

   a) manage the day-to-day operations of the Debtors;

   b) serve as the principal contact for the Debtors' creditors,
      and, subject to Court approval (if applicable), negotiate
      with, and enter into agreements and settlements with the
      Debtors' creditors;

   c) prepare any reports required to be filed with the Court or
      produced to the Debtors' lenders, and the Committee.

The CRO and additional staff will be compensated on a monthly
basis at the lesser of (i) the hourly rate for the CRO or
additional staff (not to exceed $350 per hour) multiplied by the
number of hours expended by the CRO and the additional staff
during such month, or (ii) $25,000.

                        About VPR Operating

VPR Operating, LLC, and three related entities sought Chapter 11
protection (Bankr. W.D. Tex. Lead Case No. 13-10599) in Austin
on March 29, 2013.  Brian John Smith, Esq., at Patton Boggs LLP,
serves as the Debtor's counsel.  Judge Craig A. Gargotta presides
over the case.

The Debtor disclosed $13,400,000 in assets and $11,119,045 in
liabilities as of the Chapter 11 filing.

Privately owned VPR is an oil and gas company focused on acquiring
and developing assets in the domestic onshore basins of the United
States.  It has 53 producing wells, which generate revenue of
approximately $375,000 per month on average after royalty
payments.  VPR was founded in 2008, and maintains producing oil
and gas properties in Oklahoma and New Mexico.

The U.S. Trustee appointed five entities to an official committee
of creditors.  The Committee tapped Brown McCarroll LLP as its
counsel.


WASHINGTON MUTUAL: Court Narrows Suit v. Ex-Retail Banking Head
---------------------------------------------------------------
Bankruptcy Judge Mary F. Walrath granted, in part, and denied, in
part, the motion of James Corcoran, a former president of retail
banking for Washington Mutual Inc., to dismiss the complaint filed
by the Official Committee of Unsecured Creditors of Washington
Mutual, for failure to state a claim on which relief can be
granted.

The Committee and the Debtors entered into a stipulation approved
by the Court, which authorized the Committee to bring certain
causes of action on behalf of the Debtors' estates.  On Sept. 24,
2010, the Committee commenced the adversary proceeding against Mr.
Corcoran to avoid a transfer Mr. Corcoran had received pursuant to
his Severance Agreement with WMI in the amount of $2,211,210,
within 90 days of the Petition Date. The Complaint seeks to avoid
the Transfer as preferential under 11 U.S.C. section 547 (Count 1)
and as  fraudulent under section 548 (Count 2) and section 544(b)
utilizing Washington state law (Count 3).  The Complaint also
seeks to recover the Transfer under section 550 (Count 4) and to
disallow any claim by Corcoran against the Debtors under section
502(d) (Count 5).

The case is, OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF
WASHINGTON MUTUAL, INC., ET AL., ON BEHALF OF CHAPTER 11 ESTATES
OF WASHINGTON MUTUAL, INC., ET AL., Plaintiff, v. JAMES CORCORAN,
Defendant, Adv. Proc. No. 10-53158 (Bankr. D. Del.).  A copy of
the Court's July 16, 2013 Memorandum Opinion is available at
http://is.gd/97DFJufrom Leagle.com.

                      About Washington Mutual

Based in Seattle, Washington, Washington Mutual Inc. --
http://www.wamu.com/-- was the holding company for Washington
Mutual Bank as well as numerous non-bank subsidiaries.

Washington Mutual Bank was taken over on Sept. 25, 2008, by U.S.
government regulators.  The next day, WaMu and its affiliate, WMI
Investment Corp., filed separate petitions for Chapter 11 relief
(Bankr. D. Del. 08-12229 and 08-12228, respectively).  WaMu owns
100% of the equity in WMI Investment.  When WaMu filed for
protection from its creditors, it disclosed assets of
$32,896,605,516 and debts of $8,167,022,695.  WMI Investment
estimated assets of $500 million to $1 billion with zero debts.

WaMu is represented by Brian Rosen, Esq., at Weil, Gotshal &
Manges LLP in New York City; Mark D. Collins, Esq., at Richards,
Layton & Finger P.A. in Wilmington, Del.; and Peter Calamari,
Esq., and David Elsberg, Esq., at Quinn Emanuel Urquhart Oliver &
Hedges, LLP.  The Debtor tapped Valuation Research Corporation as
valuation service provider for certain assets.

Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Fled LLP in New
York, and David B. Stratton, Esq., at Pepper Hamilton LLP in
Wilmington, Del., represent the Official Committee of Unsecured
Creditors. Stephen D. Susman, Esq., at Susman Godfrey LLP and
William P. Bowden, Esq., at Ashby & Geddes, P.A., represent the
Equity Committee.  The official committee of equity security
holders also tapped BDO USA as its tax advisor. Stacey R.
Friedman, Esq., at Sullivan & Cromwell LLP and Adam G. Landis,
Esq., at Landis Rath & Cobb LLP in Wilmington, Del., represent
JPMorgan Chase, which acquired the WaMu bank unit's assets prior
to the Petition Date.

Records filed Jan. 24, 2012, say that Washington Mutual Inc.,
former owner of the biggest U.S. bank to fail, has spent
$232.8 million on bankruptcy professionals since filing its
Chapter 11case in September 2008.

In March 2012, the Debtors' Seventh Amended Joint Plan of
Affiliated, as modified, and as confirmed by order, dated Feb. 23,
2012, became effective, marking the successful completion of the
chapter 11 restructuring process.

The Plan is based on a global settlement that removed opposition
to the reorganization and remedy defects the judge identified in
September.  The plan is designed to distribute $7 billion.  Under
the reorganization plan, WaMu established a liquidating trust to
make distributions to parties-in-interest on account of their
allowed claims.


WATERSTONE AT PANAMA: Lenox Mortgage Seeks to Dismiss Case
----------------------------------------------------------
Lenox Mortgage XVIII LLC filed a motion with the U.S. Bankruptcy
Court seeking to dismiss the Chapter 11 case of Waterstone at
Panama City Apartments, LLC.

Lenox, which asserts a secured claim of at least $25.05 million,
contends dismissal of the bankruptcy case is justified.  Lenox
argues that:

   a. There exists substantial or continuing loss to or diminution
of the Debtor's real estate, including without limitation, on the
basis Debtor lacks sufficient cash flow for normal required
maintenance and capital expenditures.

   b. There is the absence of any reasonable likelihood of any
rehabilitation of Debtor, including, without limitation, on the
basis that Debtor lacks sufficient capital or cash flow to
maintain normal operations and to fund any Chapter 11 plan.

   c. The Debtor's filing of this bankruptcy case was not
authorized under applicable law or by the directors of The
Tapestry Group, Inc., the sole member of Debtor.  The Statement
and Resolutions Adopted Regarding Authority to Sign and File
Petition alleges that Edward E. Wilczewski is the interim
President of Tapestry; however, there are no effective corporate
resolutions and/or consents from Tapestry granting EW the
authority to sign the Debtor's bankruptcy petition and related
filings.

   d. The Debtor has failed to satisfy reporting requirements
established by the Bankruptcy Code.  In particular, part 4 of
Debtor's statement of financial affairs filed herein fails to
identify a lawsuit filed by Springbrook Apartments, Ltd. against
the Debtor and Tapestry.  In its lawsuit, Springbrook Apartments,
Ltd. asserted several causes of action against the defendants,
including breach of contract, fraud, negligent misrepresentation,
money had and received, conversion, statutory fraud and fraudulent
transfer, constructive trust, and alter ego.

   e. The filing or prosecution by Debtor of its bankruptcy
petition has occurred in bad faith.

A hearing on the motion is scheduled for Aug. 5, 2013 at 9:00 a.m.
at Omaha Courtroom-Telephonic Hearing.  Objections due by July 26.
Affidavit evidences are due by July 31.

Attorneys for the creditors can be reached at:

         Steven C. Turner, Esq.
         Thomas O. Ashby, Esq.
         Brandon R. Tomjack, Esq.
         BAIRD HOLM LLP
         1700 Farnam Street Suite 1500
         Omaha, NE 68102-2068
         Tel: 402-344-0500
         Fax: 402-344-0588
         E-mail: sturner@bairdholm.com
                 tashby@bairdholm.com
                 btomjack@bairdholm.com

Omaha, Nebraska-based Waterstone at Panama City Apartments, LLC
filed for Chapter 11 protection (Bankr. D. Neb. Case No. 13-80751)
on April 9, 2013.  Bankruptcy Judge Timothy J. Mahoney presides
over the case.  William L. Biggs, Jr., Esq., at Gross & Welch,
P.C., L.L.O., represents the Debtor in its restructuring efforts.
The Debtor disclosed $26,159,064 in assets and $26,120,989 in
liabilities as of the Chapter 11 filing.  The petition was signed
by Edward E. Wilczewski, manager.


* Butner Attack on Eighth Circuit's Benn Is Rebuffed
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in St. Louis declined an
invitation to find a loophole in Section 522 of the U.S.
Bankruptcy Code and ruled that when states opt out of federal
exemptions, their citizens may exclude property from the reach of
creditors only if specified in state law.

According to the report, a bankrupt Missouri couple had a personal
injury claim arising from an auto accident.  The claim was
unliquidated, meaning they hadn't yet won a judgment or
settlement.  They listed the claim as exempt, and the trustee
objected.  The bankruptcy court upheld the trustee, ruling that
the claim wasn't among the types of property listed as exempt in
Missouri state law.  The Bankruptcy Appellate Panel upheld the
bankruptcy court.

The report notes that the couple appealed again, only to lose once
more in the U.S. Court of Appeals for the Eighth Circuit in St.
Louis on July 12.  The couple argued for a narrow interpretation
of a 2007 circuit court opinion in a case called Benn, saying that
tax refunds aren't specifically exempted in Missouri law and
therefore aren't exempted in bankruptcy.  The couple claimed that
Benn is contrary to the U.S. Supreme Court's 1997 Butner decision
prescribing that interests in property are determined by state,
not federal, law.  The couple pointed to how Missouri courts hold
that personal-injury claims can't be attached by creditors.

The report relates that they contended that if bankruptcy trustees
can take over personal injury claims, a bankruptcy trustee can
recover more than a creditor outside of bankruptcy.  U.S. Circuit
Judge C. Arlen Beam disagreed and followed Benn.  He said Butner
held that federal courts could depart from state-law property
rules when "some federal interest requires a different result."

The report discloses that Judge Beam said there was a sufficient
federal interest for allowing a trustee "more remedies than
another Missouri creditor."

The case is Abdul-Rahim v. LaBarge (In re Abdul-Rahim), 12-3448,
U.S. Court of Appeals for the Eighth Circuit (St. Louis).


* Appeals Court Judge Disallows Stripping Off Lien in Chapter 7
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals for the Seventh Circuit in
Chicago declined to let people in Chapter 7 bankruptcy strip off a
subordinated mortgage where the value of the property is less than
the first mortgage.

According to the report, U.S. Circuit Judge Richard A. Posner in
Chicago wrote an opinion on July 11 acknowledging that a so-called
underwater subordinate mortgage can be stripped off if the
individuals were in Chapter 13.  To strip off the subordinate
mortgage, Judge Posner said, "they would have had to file for
bankruptcy under Chapter 13 rather than Chapter 7."

The report notes that currently, the debate in bankruptcy circles
is whether individuals can strip off an underwater, subordinate
mortgage through so-called Chapter 20, where the bankrupt files
first in Chapter 7 and later in Chapter 13.

The case is Palomar v. First American Bank, 12-3492, U.S.
Court of Appeals for the Seventh Circuit (Chicago).


* Citigroup's Toxic Asset Unit Costs Jump to $1.25 Billion
----------------------------------------------------------
Donal Griffin, writing for Bloomberg News, reported that Citigroup
Inc. (C), the third-biggest U.S. bank by assets, said first-half
costs at a unit holding some of the lender's most toxic loans and
securities multiplied by almost 10 times from a year ago on higher
legal expenses.

The Special Asset Pool's operating expenses climbed to $1.25
billion for the first six months of the year from $129 million in
the same period last year, the report said, citing figures on the
New York-based bank's website. That's more than double the unit's
$619 million in total costs for 2012 and 2011 combined.

Swelling expenses in the unit, one of three that house distressed
and unwanted assets in the Citi Holdings division, point to the
continuing legal costs facing Chief Executive Officer Michael
Corbat, the report related.  Total expenses rose 1 percent to
$24.4 billion even as Corbat cuts thousands of jobs and sells
businesses in an effort to make the bank more efficient.

"One of the legacy issues that we've got is continuing litigation
coming out of our business in Holdings," Chief Financial Officer
John Gerspach, 59, said on a conference call with reporters, the
report cited. "We continue to put aside legal reserves to cover
our potential exposures there."

While Gerspach declined to comment on what's producing the spike
in legal costs, he said "it's fair to assume" that private-label
securitization remains one of the bank's "legacy issues," the
report said.

Private-label mortgage-backed securities aren't guaranteed by
government-sponsored enterprises such as Fannie Mae or Freddie
Mac, the report added.  Investors can force banks to repurchase
the underlying mortgages if they are faulty.


* National Credit Default Rates Hit Post-Recession Low in June
--------------------------------------------------------------
Data through June 2013, released on July 16 by S&P Dow Jones
Indices and Experian for the S&P/Experian Consumer Credit Default
Indices, a comprehensive measure of changes in consumer credit
defaults, showed decrease in national default rates during the
month.  Both national composite and the first mortgage default
rates hit new post-recession lows.  The national composite was
1.34% in June, down from 1.42% in May.  The first mortgage was
1.23% in June, down from 1.31% posted last month.  The second
mortgage posted 0.54% in June, the lowest rate in the history of
the index. It was down from 0.60% posted in May.  The bank card
rate was 3.41% in June vs. 3.63% in May.  The auto loan default
rate hit a new low in June posting 1.00%; it was marginally down
from its 1.04% May level.

"Consumers' financial condition continues to improve," says David
M. Blitzer, Managing Director and Chairman of the Index Committee
for S&P Dow Jones Indices.  "Across all categories default rates
are falling.  The first mortgage hit a new post-recession low of
1.23% in June.  Bank card default rate was 3.41%, 22 basis points
down from last month.  The second mortgage and auto loan default
rates hit new lows of 0.54% and 1.00% since the indices began in
2004. All loan types remain below their respective levels a year
ago.

"Two of the five cities, New York and Miami, saw decreased default
rates in June.  New York dropped 61 basis points and Miami was
down 13 basis points this month.  Miami was at a post-recession
low of 1.75%.  Chicago, Dallas and Los Angeles were slightly up by
four, seven and eight basis points respectively.  All five cities
have default rates at or less than 1.75% and remain below default
rates they posted a year ago, in June 2012."

The table below summarizes the June 2013 results for the
S&P/Experian Credit Default Indices.  These data are not
seasonally adjusted and are not subject to revision.

        S&P/Experian Consumer Credit Default Indices
        National Indices
        Index           June 2013     May 2013      June 2012
                        Index Level   Index Level   Index Level
        Composite       1.34          1.42          1.52
        First Mortgage  1.23          1.31          1.41
        Second Mortgage 0.54          0.60          0.73
        Bank Card       3.41          3.63          3.97
        Auto Loans      1.00          1.04          1.04
        Source: S&P/Experian Consumer Credit Default Indices
        Data through June 2013

The table below provides the S&P/Experian Consumer Default
Composite Indices for the five MSAs:

        Metropolitan     June 2013     May 2013      June 2012
        Statistical Area Index Level   Index Level   Index Level
        New York         1.43          2.04          1.64
        Chicago          1.59          1.55          1.84
        Dallas           0.92          0.85          0.87
        Los Angeles      1.53          1.45          1.60
        Miami            1.75          1.88          2.44
        Source: S&P/Experian Consumer Credit Default Indices
        Data through June 2013

                   About S&P Dow Jones Indices

S&P Dow Jones Indices LLC -- http://www.spdji.com-- is a part of
McGraw Hill Financial.  It is the world's largest, global resource
for index-based concepts, data and research.  Home to iconic
financial market indicators, such as the S&P 500(R) and the Dow
Jones Industrial Average(TM), S&P Dow Jones Indices LLC has over
115 years of experience constructing innovative and transparent
solutions that fulfill the needs of investors.  More assets are
invested in products based upon our indices than any other
provider in the world.  With over 830,000 indices covering a wide
range of asset classes across the globe, S&P Dow Jones Indices LLC
defines the way investors measure and trade the markets.

                         About Experian

Experian -- http://www.experianplc.com-- is a global information
services company, providing data and analytical tools to clients
around the world.  The Group helps businesses to manage credit
risk, prevent fraud, target marketing offers and automate decision
making.  Experian also helps individuals to check their credit
report and credit score, and protect against identity theft.

Experian plc is listed on the London Stock Exchange (EXPN) and is
a constituent of the FTSE 100 index.  Total revenue for the year
ended 31 March 2013 was US$4.7 billion.  Experian employs
approximately 17,000 people in 40 countries and has its corporate
headquarters in Dublin, Ireland, with operational headquarters in
Nottingham, UK; California, US; and Sao Paulo, Brazil.


* NY Judge to Rule if WTC Developer Can Seek Damages from Airlines
------------------------------------------------------------------
Bernard Vaughan, writing for Reuters, reported that a federal
judge is days away from deciding if New York developer Larry
Silverstein can recover as much as $3.5 billion from airlines for
damages to the World Trade Center on Sept. 11, 2001, on top of
more than $4 billion he has received from insurers.

According to the report, U.S. District Judge Alvin Hellerstein
started a three-day trial on Monday in which he will decide how
much of the insurance payments should offset the damages
Silverstein is seeking from the airlines. These include United
Airlines, now United Continental Holdings Inc, American Airlines
and American's parent, AMR Corp.

Roger Podesta, a lawyer for the airlines, argued that
Silverstein's insurers have already paid him for the same losses
he is seeking from the airlines, the report said.

The insurance payments and the claims against the airlines are
"for the same category of loss," Podesta said in opening arguments
in a packed courtroom in federal court in New York, the report
related.

But Rich Williamson, a lawyer representing Silverstein's World
Trade Center Properties, said the airlines' argument "defies
reality," the report added.

The cases are World Trade Center Properties LLC, et al. v. United
Airlines Inc; World Trade Center Properties LLC, et al. V.
American Airlines Inc, et al, v. American Airlines Inc et all,
U.S. District Court, Southern District of New York, Nos 08-3719
and 08-3722.


* Fitch: Commodity Price Dips Pose Risk for Mining, Metals and E&P
------------------------------------------------------------------
Further drops in commodity prices pose potential risks for credit
quality in the global metals and mining and the energy and power
(E&P) sector in different ways, according to Fitch Ratings. "We
rate metals & mining and energy companies through the cycle, so a
scenario of lower commodity prices is not expected to result in
downgrades on its own. However, the fact that issuers in energy
and metals have shown up as recent equity laggards may create
additional risks for bondholders, particularly in an environment
of declining commodity prices," Fitch says.

Companies in the metals and mining industry have limited
flexibility to adjust near-term capex to respond to sharp
additional price declines in metals prices. Despite shareholder
pressure arising from weak returns, there may be less risk from
shareholder activists given the historical lack of LBO or
corporate raider activity in this sector.

The reverse is true in energy as the threat of activist pressure
remains high. At the same time, there appears to be significant
room to cut high capex budgets. A preferred value creation
technique among energy companies over the last two years - the MLP
spin-off - may be less attractive going forward given the recent
sharp rise in Treasury yields and the fact that so many assets
have already been spun off.

Fundamentals for commodities vary on an individual basis. The
metals & mining complex on average has been hit by significant
price weakness recently, driven by the combination of a slowdown
in emerging market demand (in particular, China's projected
growth), improved supply and weakness in developed market demand.
As of the end of June, this had resulted in a year-over-year
decline of 12.5% across a basket of metals, with current pricing
well below its three and five year averages at -20.2% and -13.4%,
respectively.

By contrast, a basket of energy commodities has done relatively
well over the same period, underpinned by the strong performance
in global crude oil (with WTI and Brent recently in the $95/barrel
and $103/barrel ranges), as well as a modest recovery in natural
gas from the trough levels of the last few years. As of the end of
June, energy prices remained modestly above their three and five
year averages.


* Fitch Says U.S. State Pension Funded Ratios Continue to Decline
-----------------------------------------------------------------
The reported funded ratios for most major U.S. statewide plans
continue to decline, although the rate of the decline is slowing,
according to a new Fitch Ratings report.

Factors contributing to the ongoing erosion include continued
absorption of market value losses from the 2008-2009 recession and
the lower investment return assumptions implemented by many plans.

'Pensions remain a growing pressure for numerous states' budgets.
Nearly all states are pursuing reform and remain well-positioned
to address these burdens. While the positive effects of reform for
most are decades away, a proactive approach to managing pension
challenges is a credit positive,' said Douglas Offerman, senior
director in Fitch's states group.

The burden of states' debt and unfunded pensions range widely. The
median burden of debt and unfunded pensions measures 7% of
personal income, but ranges from 1.8% to 24.8%.

With most pension systems using asset smoothing - frequently five
years - to recognize actual investment value changes relative to
assumed returns, many are still absorbing the deep, recessionary
losses of the 2008-2009 recession.

Investment performance in 2012 was relatively flat for most plans
and well below their investment return assumptions, adding to
downward pressure on actuarial funded ratios. Investment
performance has been stronger more recently. Plans with a June 30
valuation date can expect to record gains well above their
investment return assumptions when they report 2013 valuations.

More than one-half of major statewide plans lowered their
investment return assumptions since the downturn, a positive step.
Fitch believes that investment return assumptions at 8% or higher
are unrealistic.


* 9th Cir. Appoints Laurel E. Davis as D. Nev. Bankruptcy Judge
---------------------------------------------------------------
The Ninth Circuit Court of Appeals appointed Bankruptcy Judge
Laurel E. Davis to a fourteen-year term of office in the District
of Nevada, effective July 12, 2013, (vice, Markell).

          Honorable Laurel Elizabeth Davis
          United States Bankruptcy Court
          United States Foley Building
          300 Las Vegas Boulevard South
          Las Vegas, NV 89101
          Telephone: (702) 527-7030
          Fax: (702) 527-7035

          Judicial Assistant
          Jeanann Janisse
          Telephone: (702) 527-7031

          Law Clerk
          Jimmy Dahu
          Telephone: (702) 527-7034
          Effective August 8, 2013

          Term Expiration: July 11, 2027


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Jack Tsai
   Bankr. C.D. Cal. Case No. 13-27391
      Chapter 11 Petition filed July 5, 2013

In re Norman Andreini
   Bankr. E.D. Cal. Case No. 13-29019
      Chapter 11 Petition filed July 5, 2013

In re Glass Properties, LLC
   Bankr. D. Conn. Case No. 13-31289
     Chapter 11 Petition filed July 5, 2013
         See http://bankrupt.com/misc/ctb13-31289.pdf
         represented by: Carl T. Gulliver, Esq.
                         COAN LEWENDON GULLIVER & MILTENBERGER
                         E-mail: cgulliver@coanlewendon.com

In re John Huguenard
   Bankr. M.D. Fla. Case No. 13-08348
      Chapter 11 Petition filed July 5, 2013

In re Barbara Zeifer
   Bankr. S.D.N.Y. Case No. 13-12228
      Chapter 11 Petition filed July 5, 2013

In re Foundation Land Services, LLC
   Bankr. S.D.N.Y. Case No. 13-36572
     Chapter 11 Petition filed July 5, 2013
         See http://bankrupt.com/misc/nysb13-36572.pdf
         represented by: Joshua N. Bleichman, Esq.
                         BLEICHMAN & KLEIN
                         E-mail: bleichmanklein@yahoo.com

In re William Hollifield
   Bankr. M.D. Tenn. Case No. 13-05849
      Chapter 11 Petition filed July 5, 2013

In re Oracle Control Systems, Inc.
   Bankr. D. Ariz. Case No. 13-11620
     Chapter 11 Petition filed July 6, 2013
         See http://bankrupt.com/misc/azb13-11620.pdf
         represented by: Clifford B. Altfeld, Esq.
                         Altfeld & Battaile P.C.
                         E-mail: cbaltfeld@abazlaw.com

In re Asper, Inc.
   Bankr. S.D. Cal. Case No. 13-06947
     Chapter 11 Petition filed July 7, 2013
         See http://bankrupt.com/misc/casb13-6947.pdf
         represented by: Vincent W. Davis, Esq.
                         Law Offices of Vincent Davis & Assoc
                         E-mail: v.davis@vincentwdavis.com

In re Transgender Health Empowerment, Inc.
        dba THE, Inc
   Bankr. D.D.C. Case No. 13-00420
     Chapter 11 Petition filed July 7, 2013
         See http://bankrupt.com/misc/dcb13-00420.pdf
         represented by: Richard L. Gilman, Esq.
                         Gilman & Edwards, LLC
                         E-mail: goodlawyers@gilmanedwards.com

In re Global Economic Empowerment LLC
   Bankr. C.D. Cal. Case No. 13-15806
     Chapter 11 Petition filed July 8, 2013
         See http://bankrupt.com/misc/cacb13-15806.pdf
         Filed pro se

In re Richard Lieu
   Bankr. C.D. Cal. Case No. 13-15803
      Chapter 11 Petition filed July 8, 2013

In re Kera Oakland
   Bankr. N.D. Cal. Case No. 13-43885
      Chapter 11 Petition filed July 8, 2013

In re ARC of Daytona, LLC
   Bankr. M.D. Fla. Case No. 13-04205
     Chapter 11 Petition filed July 8, 2013
         See http://bankrupt.com/misc/flmb13-4205.pdf
         represented by: Ronald Cutler, Esq.
                         Ronald Cutler PA
                         E-mail: ronaldcutlerpa@bellsouth.net

In re Henri Erkelens
   Bankr. M.D. Fla. Case No. 13-4191
      Chapter 11 Petition filed July 8, 2013

In re Lloyd Taylor
   Bankr. S.D. Fla. Case No. 13-26063
      Chapter 11 Petition filed July 8, 2013

In re Robert Olsen
   Bankr. N.D. Ill. Case No. 13-27464
      Chapter 11 Petition filed July 8, 2013

In re Caputo Tollgate Restaurant, LLC
   Bankr. S.D.N.Y. Case No. 13-23128
     Chapter 11 Petition filed July 8, 2013
         See http://bankrupt.com/misc/nysb13-23128.pdf
         represented by: Anne J. Penachio, Esq.
                         Penachio Malara LLP
                         E-mail: apenachio@pmlawllp.com

In re Tidewater Minerals Corporation
   Bankr. S.D. Tex. Case No. 13-20317
     Chapter 11 Petition filed July 8, 2013
         See http://bankrupt.com/misc/txsb13-20317.pdf
         represented by: William Arthur Whittle, Esq.
                         E-mail: ecf@whittlelawfirm.com

In re Cedar Valley Store, LLC
   Bankr. D. Utah Case No. 13-27698
     Chapter 11 Petition filed July 8, 2013
         See http://bankrupt.com/misc/utb13-27698p.pdf
         See http://bankrupt.com/misc/utb13-27698c.pdf
         represented by: Steven James Park, Esq.
                         1LAW
                         E-mail: jim@1law.com
In re Teresa Jordan
   Bankr. C.D. Cal. Case No. 13-27600
      Chapter 11 Petition filed July 9, 2013

In re Kasaine World Delivery Services, Inc.
   Bankr. N.D. Cal. Case No. 13-11344
     Chapter 11 Petition filed July 9, 2013
         See http://bankrupt.com/misc/canb13-11344.pdf
         represented by: Steven M. Olson, Esq.
                         LAW OFFICES OF STEVEN M. OLSON
                         E-mail: smo@smolsonlaw.com

In re Robert 49 McCready, Sr.
   Bankr. D. Colo. Case No. 13-21741
      Chapter 11 Petition filed July 9, 2013

In re McDowell and Ariail, Inc.
   Bankr. M.D. Fla. Case No. 13-04211
     Chapter 11 Petition filed July 9, 2013
         See http://bankrupt.com/misc/flmb13-04211.pdf
         represented by: Taylor J. King, Esq.
                         LAW OFFICES OF MICKLER & MICKLER
                         E-mail: court@planlaw.com

In re Kathleen McCarthy
   Bankr. M.D. Fla. Case No. 13-04223
      Chapter 11 Petition filed July 9, 2013

In re Karen Lennon
   Bankr. N.D. Ill. Case No. 13-27598
      Chapter 11 Petition filed July 9, 2013

In re Lucretia Freeman-Buster
   Bankr. D. Md. Case No. 13-21651
      Chapter 11 Petition filed July 9, 2013

In re Morris Buster
   Bankr. D. Md. Case No. 13-21651
      Chapter 11 Petition filed July 9, 2013

In re Odoi Associates, Inc.
   Bankr. D. Md. Case No. 13-21652
     Chapter 11 Petition filed July 9, 2013
         See http://bankrupt.com/misc/mdb13-21652p.pdf
         See http://bankrupt.com/misc/mdb13-21652c.pdf
         represented by: Andrew Ndubisi Ucheomumu, Esq.
                         THE UCHEOMUMU LAW GROUP, LLC
                         E-mail: andrew@ucheomumulaw.com

In re CSK, Inc.
   Bankr. D. Md. Case No. 13-21654
     Chapter 11 Petition filed July 9, 2013
         See http://bankrupt.com/misc/mdb13-21654.pdf
         represented by: John Shin, Esq.
                         SHIN LAW GROUP
                         E-mail: john@shinlegal.com

In re Melanie Milasinovich
   Bankr. D. N.M. Case No. 13-12294
      Chapter 11 Petition filed July 9, 2013

In re Juan Prado Nicasio
   Bankr. D. P.R. Case No. 13-05619
      Chapter 11 Petition filed July 9, 2013

In re Michael Buchanan
   Bankr. W.D. Tenn. Case No. 13-11739
      Chapter 11 Petition filed July 9, 2013

In re Jordanelle Residential Investment, LLC
   Bankr. D. Utah Case No. 13-27780
     Chapter 11 Petition filed July 9, 2013
         See http://bankrupt.com/misc/utb13-27780p.pdf
         See http://bankrupt.com/misc/utb13-27780c.pdf
         represented by: Knute A. Rife, Esq.
                         RIFE LAW OFFICE
                         E-mail: KARife@RifeLegal.com

In re Charles Baker
   Bankr. E.D. Va. Case No. 13-13156
      Chapter 11 Petition filed July 9, 2013

In re Debra Laseter
   Bankr. D. Ariz. Case No. 13-11890
      Chapter 11 Petition filed July 11, 2013

In re Gershwin Blyden
   Bankr. S.D. Fla. Case No. 13-26404
      Chapter 11 Petition filed July 11, 2013

In re DKM Holding LLC
   Bankr. N.D. Ill. Case No. 13-27926
     Chapter 11 Petition filed July 11, 2013
         See http://bankrupt.com/misc/ilnb13-27926.pdf
         represented by: Michael V. Ohlman, Esq.
                         MICHAEL V. OHLMAN, P.C.
                         E-mail: mvohlman@ohlmanlaw.com

In re IB Agriculture, Inc.
        dba Monty Northwest
   Bankr. D. Mont. Case No. 13-60967
     Chapter 11 Petition filed July 11, 2013
         See http://bankrupt.com/misc/mtb13-60967.pdf
         represented by: Jon R. Binney, Esq.
                         BINNEY LAW FIRM, P.C.
                         E-mail: jon@binneylaw.com

In re R & D Group, Inc.
   Bankr. D. Nebr. Case No. 13-81492
     Chapter 11 Petition filed July 11, 2013
         See http://bankrupt.com/misc/neb13-81492.pdf
         represented by: James W. Crampton, Esq.
                         E-mail: jwcrampton@hotmail.com

In re John Hathaway
   Bankr. D. Nev. Case No. 13-16043
      Chapter 11 Petition filed July 11, 2013

In re Valladolid, LLC
   Bankr. D. Nev. Case No. 13-16077
     Chapter 11 Petition filed July 11, 2013
         See http://bankrupt.com/misc/nvb13-16077.pdf
         Filed as Pro Se

In re Mendozea LLC
   Bankr. D. N.J. Case No. 13-25163
     Chapter 11 Petition filed July 11, 2013
         See http://bankrupt.com/misc/njb13-25163.pdf
         represented by: Stuart D. Gavzy, Esq.
                         E-mail: stuart.gavzy@gmail.com

In re Central Asset Management, Inc.
        dba TDC Construction
   Bankr. W.D. Okla. Case No. 13-13141
     Chapter 11 Petition filed July 11, 2013
         See http://bankrupt.com/misc/okwb13-13141.pdf
         represented by: Gary D. Hammond, Esq.
                         MITCHELL & HAMMOND
                         E-mail: gary@okatty.com

In re Charlesdale Associates, Inc.
   Bankr. M.D. Tenn. Case No. 13-04279
     Chapter 11 Petition filed July 11, 2013
         See http://bankrupt.com/misc/flmb13-04279.pdf
         represented by: Armistead W. Ellis, Jr., Esq.
                         ARMISTEAD W. ELLIS, JR., P.A.
                         E-mail: Pleadings.EllisLaw@gmail.com

In re Mark Lucas
   Bankr. M.D. Tenn. Case No. 13-05977
      Chapter 11 Petition filed July 11, 2013

In re Kenny Ellison
   Bankr. M.D. Tenn. Case No. 13-05993
      Chapter 11 Petition filed July 11, 2013

In re John Hathaway
   Bankr. E.D. Tex. Case No. 13-60543
      Chapter 11 Petition filed July 11, 2013

In re Carlos Desir
   Bankr. W.D. Tex. Case No. 13-31138
      Chapter 11 Petition filed July 11, 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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