TCR_Public/130722.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, July 22, 2013, Vol. 17, No. 201

                            Headlines

371 COLUMBIA: Voluntary Chapter 11 Case Summary
ACCESS PHARMACEUTICALS: To Offer 20MM Shares Under Incentive Plan
ACTIVECARE INC: Closes $2.2MM Investment, $1.3MM Debt Conversion
AGY HOLDING: S&P Withdraws 'D' Corporate Credit Rating
ALLIANCE ONE: New $790MM Notes Issuance Gets Moody's Caa1 Rating

ALLIANCE ONE: S&P Assigns 'B-' Rating to $790MM Sr. Sec. Notes
ALLY FINANCIAL: Declares Dividends on Preferred Stock
ARCAPITA BANK: Asks OK to Agree to Sale of 3PD Holding to XPO
AVANTAIR INC: President and COO Resigns
BELLE FOODS: Associated Wholesale Offers To Buy 12 Stores

BERRY PLASTICS: Amends 15 Million Shares Resale Prospectus
BLOCKBUSTER INC: Converted to Chapter 7 Liquidation
CAESARS ENTERTAINMENT: Bank Debt Trades at 10% Off
CAPITOL CITY: Amended Q1 Financials Show $819K Net Loss
CARBON BEACH: Court Dismisses Chapter 11 Bankruptcy Case

CENGAGE LEARNING: Sec. 341(a) Meeting Adjourned to Sept. 9
CENGAGE LEARNING: U.S. Trustee Appoints Creditors' Committee
CENTRAL FALLS, RI: Moody's Hikes GO Rating to B1 on Bankr. Exit
CHEMTURA CORP: New Sr. Notes Due 2021 Gets Moody's 'B1' Rating
CHEMTURA CORP: S&P Assigns 'BB-' Rating to $400MM Sr. Unsec. Notes

CLARK ATLANTA: Moody's Assigns Ba1 Issuer Rating, Stable Outlook
CLEAR CHANNEL: Bank Debt Trades at 6% Off
COLDWATER PORTFOLIO: Wal-Mart Shadow Stores Get Plan Approved
COMARCO INC: Executives Voluntarily Cut Salaries by 20%
COMMUNITY CHOICE: S&P Revises Outlook to Stable & Affirms 'B-' ICR

COMMUNITY TOWERS: Taps William L. Conti as Litigation Counsel
CORNERSTONE HOMES: New York Homebuilder Files Prepacked Plan
DC DEVELOPMENT: Taps Tranzon Fox as Real Estate Auctioneer
DETROIT, MI: S&P Lowers Rating on GO Debt to 'C'; Outlook Negative
DEX MEDIA WEST: Bank Debt Trades at 16% Off

DIGITAL ANGEL: CEO Held 64% Equity Stake at July 8
DIGITAL ANGEL: President Held 12% Equity Stake at July 8
DOGWOOD PROPERTIES: Banks Object to Adequacy of Plan Disclosures
DYNAVOX INC: Terminates Registration of Securities
EASTMAN KODAK: Court Extends Exclusivity to Sept. 19

EASTMAN KODAK: Wins Court Approval of Deal with EKRA, Retirees
EASTMAN KODAK: Wins Approval to Reject Contracts with APL, et al.
EASTMAN KODAK: $49MM Environmental Settlement Blocked
ECLIPSE AVIATION: Trustee May Recoup $653,323 From Prudential
EMMONS-SHEEPSHEAD: 2nd Amended Plan Confirmed

EXCEL MARITIME: DRC Retained as Claims & Noticing Agent
EXIDE TECHNOLOGIES: Taps KPMG LLP to Provide Auditing Services
EXIDE TECHNOLOGIES: Hiring Lazard Freres as Investment Banker
EXIDE TECHNOLOGIES: Skadden Arps Being Retained as Bankr. Counsel
EXIDE TECHNOLOGIES: Pachulski Stang Tapped as Conflicts Counsel

FLC HOLDING: Chicago's PNA Bank Auction Scheduled for Aug. 19
FREESEAS INC: Issues 625,000 Add'l Settlement Shares to Hanover
GATZ PROPERTIES: Seeks 60 More Days to File Plan
GETTY PETROLEUM: Lukoil Paying $93 Million to Settle Suit
GGW BRANDS: Casino Magnate's Claims on 'Girls Gone Wild' Validated

HD SUPPLY: Extends $1.5-Billion Credit Facility Until June 2018
HEALTH MANAGEMENT: Fitch Puts 'BB-' IDR on Rating Watch Negative
HERCULES OFFSHORE: Closes Sale of 10 Barge Rigs for $35 Million
HOLT DEVELOPMENT: Case Summary & 3 Unsecured Creditors
HRK HOLDINGS: Has Interim Approval to Obtain Additional Loans

ID PERFUMES: To Acquire All Membership Interest of Gigantic
INFUSYSTEM HOLDINGS: Meson Submits $2 Apiece Preliminary Proposal
INTRAOP MEDICAL: First Hand to Pay $15MM, Provide $1.5MM Loan
JACUZZI BRANDS: S&P Lowers Corporate Credit Rating to 'SD'
JAG CONSTRUCTION: J&B Boat Rental Allowed $48,046 in Claims

JEDD LLC: Court Continues Hearing on Plan Confirmation to Aug. 19
JERRY'S NUGGET: Court Sets Aug. 26 Plan Confirmation Hearing
JJE & MM: Voluntary Chapter 11 Case Summary
KSTW ACQUISITION: Moody's Assigns 'B2' CFR, Stable Outlook
LHC LLC: Court Declines to Appoint Trustee for Ice-Skating Rink

LIQUIDMETAL TECHNOLOGIES: Converts Notes to 18.6MM Common Shares
LITHIUM TECHNOLOGY: VRDT Corp Held 56% Equity Stake at Dec. 14
MCNUTT SERVICE: Case Summary & 20 Largest Unsecured Creditors
MEADE INSTRUMENTS: Incurs $921,000 Net Loss in Fiscal 1st Quarter
MERRIMACK PHARMACEUTICALS: Closes Sale of Common Shares and Notes

MGM RESORTS: Signs Employment Agreement with COO
MOBIVITY HOLDINGS: Director Resigns
MONITOR COMPANY: Being Converted to Chapter 7
MPG OFFICE: Completes Sale of Plaza Las Fuentes for $75 Million
MPG OFFICE: Stockholders Approve Merger With Brookfield

NATIVE WHOLESALE: July 22 Continued Hrg. for Conversion Motion
NAVISTAR INTERNATIONAL: Icahn Sells 646,289 Common Shares
NAVISTAR INTERNATIONAL: MHR Buys 657,878 Additional Shares
NESBITT PORTLAND: Hearing on Consensual Plan Set for Sept. 27
NEWPORT FURNITURE: Converts Case to Chapter 7 Liquidation

NGPL PIPECO: Bank Debt Trades at 2% Off
OCEAN 4660: Can Employ John Genovese as Counsel
OCEAN 4660: Court Okays Appointment of Maria Yip as Ch. 11 Trustee
OCEAN 4660: Can Employ John Lancet as Appraiser
OIL PATCH: Can Use Cash Collateral Until Aug. 2

ORCHARD SUPPLY: Gets Court OK to Hire DLA Piper, FTI & Moelis
ORCHARD SUPPLY: Can File Schedules and Statements Thru Aug. 6
OVERSEAS SHIPHOLDING: PwC Retention to Include Audit of 2013 F/S
PARADISE HOSPITALITY: RREF Wants Case Converted to Chapter 7
PARADISE VALLEY: American Bank Wants Case Converted to Chapter 7

PETER DEHAAN: Has Permission to Use Cash Collateral Until Sept. 30
PETER DEHAAN: Farm Credit Objects to Amended Disclosure Statement
PICCADILLY RESTAURANTS: Files Joint Reorg Plan with Yucaipa
PIONEER FREIGHT: Files Chapter 15 in New York
RAMS ASSOCIATES: Jersey Shore Arena Files Ch.11 to Sell to Lender

REVSTONE INDUSTRIES: Boston Finance Wants Parts of Chapter 7
SAAB CARS: Confirms 25% to 82% Liquidating Chapter 11 Plan
SATNAM LODGING: Non-Disclosure Costs Lawyer $16,033
SIEGMUND STRAUSS: Windsor Brands' Claim Pegged at $496,265
STEINWAY MUSICAL: S&P Retains 'B+' CCR on CreditWatch Negative

SUNSTONE COMPONENTS: Pancon Wins Approval to Buy Metal Stamper
SYNOVUS FINANCIAL: Moody's Lifts Sr. Unsecured Debt Rating to B1
THQ INC: Plan to Be Confirmed; Investors Make 500% On Debt
UNITEK GLOBAL: S&P Raises Corporate Credit Rating to 'CCC'
W/S PACKAGING: Moody's Assigns 'B2' CFR; Outlook Stable

* Citigroup Rectified Improper Filing of Social Security Numbers
* Moody's: Borrowing Base Facilities Have Highest Ave. Recoveries

* BOND PRICING -- For Week From July 15 to 19, 2013

                            *********

371 COLUMBIA: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: 371 Columbia Street LLC
        846 McDonald Avenue
        Brooklyn, NY 11218

Bankruptcy Case No.: 13-44263

Chapter 11 Petition Date: July 11, 2013

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

Judge: Carla E. Craig

Debtor's Counsel: Narissa A. Joseph, Esq.
                  277 Broadway, Suite 501
                  New York, NY 10007
                  Tel: (212) 233-3060
                  Fax: (212) 608-0304
                  E-mail: njosephlaw@aol.com

Scheduled Assets: $2,000,000

Scheduled Liabilities: $1,000,000

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

The petition was signed by Josh Einhorn, president.


ACCESS PHARMACEUTICALS: To Offer 20MM Shares Under Incentive Plan
-----------------------------------------------------------------
Access Pharmaceuticals, Inc., registered with the U.S. Securities
and Exchange Commission 20 million shares of common stock issuable
under the Company's 2005 Equity Incentive Plan.  A copy of the
Form S-8 prospectus is available for free at http://is.gd/WEi0Uz

                    About Access Pharmaceuticals

Access Pharmaceuticals, Inc., develops pharmaceutical products
primarily based upon its nano-polymer chemistry technologies and
other drug delivery technologies.  The Company currently has one
approved product, one product candidate at Phase 3 of clinical
development, three product candidates in Phase 2 of clinical
development and other product candidates in pre-clinical
development.

Access Pharmaceuticals disclosed a net loss allocable to common
stockholders of $12.53 million on $4.40 million of total revenues
for the year ended Dec. 31, 2012, as compared with a net loss
allocable to common stockholders of $4.30 million on $1.84 million
of total revenues during the prior year.


The Company's balance sheet at March 31, 2013, showed $1.72
million in total assets, $15.32 million in total liabilities and a
$13.60 million total stockholders' deficit.

Whitley Penn LLP, in Dallas, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has had recurring losses from operations, negative
cash flows from operating activities and has an accumulated
deficit, which conditions raise substantial doubt about the
Company's ability to continue as a going concern.


ACTIVECARE INC: Closes $2.2MM Investment, $1.3MM Debt Conversion
----------------------------------------------------------------
ActiveCare, Inc., has closed a capital investment and debt
conversion by its Chairman and Chief Executive Officer, David
Derrick.  Mr. Derrick has made cash advances to the Company, from
April 30, 2013, through July 3, 2013, in the amount of $2,235,000.
On July 15, 2013, the Company converted those issuances into
2,980,000 shares of common stock, at a per share purchase price of
$0.75.  Additionally, the Company and Mr. Derrick agreed to the
conversion of an outstanding debenture, valued at $1,278,536, into
1,704,715 shares of common stock, also at a conversion price of
$0.75 per share.  The cash infusion and the conversion of the
debenture into equity increase the total shareholder equity by
approximately $4,700,000.

"I am pleased to make this additional investment into the company
as we continue to implement our strategy and show solid revenue
growth," commented Mr. Derrick.  "With the Company's strong
momentum, increasing traction, and customer growth, I felt that
now was the perfect time to invest in the company and simplify our
balance sheet."

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

                        http://is.gd/S2LMtV

                          About ActiveCare

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

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

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

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


AGY HOLDING: S&P Withdraws 'D' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'D'
corporate credit rating on AGY Holding Corp.  At the same time,
S&P withdrew its 'D' issue-level rating and '6' recovery rating
on the company's notes.

S&P has withdrawn its corporate credit and issue ratings on AGY
Holding Corp. after the company completed its exchange offer, in
which most of the rated debt outstanding was exchanged for new
unrated debt and preferred stock.  In May 2013, S&P lowered its
corporate credit and issue-level ratings on the company's second-
lien notes to 'D' because the company did not pay interest due on
the notes.


ALLIANCE ONE: New $790MM Notes Issuance Gets Moody's Caa1 Rating
----------------------------------------------------------------
Moody's Investors Service has assigned a Caa1 senior secured
rating to Alliance One International, Inc.'s $790 million senior
secured second lien notes issuance and Ba3 rating to the company's
$250 million first lien senior secured revolver.

Proceeds of the second lien secured offering will be used to
redeem the $635 million senior unsecured notes due 2016 and to
tender for some portion, if not all, of the subordinated
convertible notes due in July 2014. The Speculative Grade
Liquidity Rating was upgraded to SGL-3 from SGL-4, reflecting the
amendment and extension of the company's revolving credit facility
to 2017. Moody's affirmed the B3 Corporate Family Rating (CFR) of
B3, and the outlook is stable.

The following ratings of AOI are assigned subject to the review of
final documentation:

- $250 million senior secured revolving credit facility expiring
   July 2017 at Ba3 (LGD 1, 7%);

- $790 million of senior secured second lien notes due July 2021
   at Caa1 (LGD 5, 70%).

The following rating is upgraded:

- The Speculative Grade Liquidity rating at SGL-3 from SGL-4

The following ratings are affirmed:

- Corporate Family Rating of B3;

- Probability of Default Rating of B3-PD;

- $115 million subordinated convertible debt due July 2014 at
   Caa2 (LGD 6, 96%).

The following rating will be withdrawn upon closing of the new
notes:

- $250 million senior secured revolving credit facility due
   April 2014 Ba3 (LGD 1, 9%);

- $635 million 10% senior unsecured notes due July 2016 B3
   (LGD 4, 58%).

The outlook is stable.

Ratings Rationale:

AOI's B3 Corporate Family Rating reflects Moody's expectation that
credit metrics and free cash flow will remain weak over the next
12 to 18 months. AOI's ratings are constrained due to the mature,
low margin nature of the leaf tobacco processing business despite
the company's strong market position, established relationships
with key tobacco manufacturing customers and its global
procurement and processing network. While Moody's expects that the
competitive climate will remain challenging and continue to
constrain margin improvement, these industry characteristics
provide significant barriers to the entry of new large-scale
operators and meaningful vertical integration by AOI's customer
base.

The three notch difference between the B3 Corporate Family Rating
and the Ba3 rating on the bank revolver reflects the facility's
priority position in the capital structure and the benefit of the
loss absorption provided by a considerable amount of unsecured
debt below it. The Caa1 (LGD 5, 70%) ratings on the $790 million
second lien senior secured notes reflect the junior position of
these instruments to the first lien senior secured revolver as
well as structural subordination to a substantial amount of
unsecured debt and other liabilities, including trade payables,
located at the company's foreign subsidiaries.

AOI's stable outlook reflects Moody's expectation that the pricing
environment in the tobacco leaf sector will continue to stabilize,
competition will not meaningfully increase and self-sourcing by
key customers will not adversely impact operating profitability
over the next 12 to 18 months.

Though unlikely in the near term, AOI's ratings could be upgraded
if the company's operating performance improves such that debt-to-
EBITDA remains below 6.0 times, EBITA-to-interest expense
approaches 2.0 times and free cash flow-to-debt is maintained in
at least the mid-single digit range.

AOI's ratings could be downgraded if the company's profitability
or liquidity profile deteriorates.

The principal methodology used in this rating was the Global
Protein and Agriculture 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.


ALLIANCE ONE: S&P Assigns 'B-' Rating to $790MM Sr. Sec. Notes
--------------------------------------------------------------
Standard & Poor's Rating Services affirmed the 'B' corporate
credit rating on Morrisville, N.C.-based Alliance One
International Inc. (AOI).  The outlook is stable.

"Concurrently, we are assigning a 'B-' issue-level rating (one
notch below the corporate credit rating) to the proposed
$790 million senior secured second-lien notes due 2021, and a '5'
recovery rating, indicating that lenders could expect modest
(10% to 30%) recovery in the event of a payment default.  We are
also assigning a 'BB-' issue rating (two notches above the
corporate credit rating) to the proposed up-to-$275 million senior
secured revolving credit facility maturing April 15, 2017, and a
'1' recovery rating, indicating that lenders could expect very
high (90% to 100%) recovery in the event of a payment default,"
S&P said.

The ratings are based on the proposed terms and are subject to
review upon receipt of final documentation.

S&P expects to withdraw the ratings on the debt to be refinanced
following repayment.  Pro forma for the proposed transactions,
total debt outstanding is about $1.25 billion.

"The ratings reflect our view that AOI's financial policy will
remain very aggressive, cash flows will continue to be volatile,
and key credit metrics will strengthen only moderately over the
next 12-24 months," said Standard & Poor's credit analyst Jerry
Phelan.  Notwithstanding these expectations, Standard & Poor's is
revising its assessment of AOI's liquidity to "adequate" from
"less than adequate" due to the proposed refinancing, which will
pay off significant debt maturities, extend the revolving credit
facility maturity, and loosen the financial covenant.  S&P
forecasts the company will have at least 15% cushion on its most
restrictive covenants for at least the next two years.

The ratings also reflect Standard & Poor's view that AOI will
continue to face a high level of global competition in the leaf
tobacco industry; will remain susceptible to supply and demand
imbalances, and exposed to foreign currency volatility and the
risk of further shifts towards direct leaf sourcing by
manufacturers.

The outlook is stable, reflecting Standard & Poor's opinion that
industry conditions are improving and that AOI's credit measures
should strengthen modestly over the next year and that its
liquidity should remain adequate.


ALLY FINANCIAL: Declares Dividends on Preferred Stock
-----------------------------------------------------
The Ally Financial Inc. board of directors has declared quarterly
dividend payments for certain outstanding preferred stock.  Each
of these dividends were declared by the board of directors on
July 9, 2013, and are payable on Aug. 15, 2013.

A quarterly dividend payment was declared on Ally's Fixed Rate
Cumulative Mandatorily Convertible Preferred Stock, Series F-2, of
approximately $134 million, or $1.125 per share, and is payable to
the U.S. Department of the Treasury.  A quarterly dividend payment
was also declared on Ally's Fixed Rate Cumulative Perpetual
Preferred Stock, Series G, of approximately $45 million, or $17.50
per share, and is payable to shareholders of record as of Aug. 1,
2013.  Additionally, a dividend payment was declared on Ally's
Fixed Rate/Floating Rate Perpetual Preferred Stock, Series A, of
approximately $22 million, or $0.53 per share, and is payable to
shareholders of record as of Aug. 1, 2013.

Including the dividend payments on the Series F-2 Preferred Stock,
Ally will have paid a total of approximately $6.2 billion to the
U.S. Treasury since February 2009.  This amount includes preferred
stock dividends, interest payments and proceeds received by the
U.S. Treasury in its sale of Ally trust preferred securities.

                     Underwriting Agreement

Ally Financial entered into an Underwriting Agreement
incorporating Ally's Underwriting Agreement Standard Provisions
(Debt Securities) with Barclays Capital Inc., Citigroup Global
Markets Inc., Goldman, Sachs & Co. and Morgan Stanley & Co. LLC,
as representatives of the several Underwriters, pursuant to which
Ally agreed to sell to the Underwriters $1,000,000,000 aggregate
principal amount of 3.500 percent Senior Guaranteed Notes due 2016
and $375,000,000 aggregate principal amount of Floating Rate
Senior Guaranteed Notes due 2016.  The Notes will be guaranteed by
Ally US LLC and IB Finance Holding Company, LLC, each a subsidiary
of Ally, on an unsubordinated basis.

The Underwriting Agreement contains customary representations,
warranties and covenants of the Company, conditions to closing,
indemnification obligations of the Company and the Underwriters,
and termination and other customary provisions.

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

                        http://is.gd/Hw80sB

                         About Ally Financial

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

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

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

                           *     *     *

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

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

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

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


ARCAPITA BANK: Asks OK to Agree to Sale of 3PD Holding to XPO
-------------------------------------------------------------
Arcapita Bank B.S.C.(c), et al., ask the U.S. Bankruptcy Court for
the Southern District of New York for authorization to take
actions to authorize, approve, and facilitate the sale by their
indirect non-debtor subsidiary, Logistics Holding Company Limited,
of Logistics Holding's equity interest in 3PD Holding, Inc., to
XPO Logistics, Inc.

Through the intermediate holding companies, the Debtors
collectively hold a beneficial interest of approximately 13% in
3PD and, hence, will receive approximately 13% of the net proceeds
of the Sale in addition to other management and financing fees.

Any objections to the motion will be filed electronically with the
Court by Aug. 1, 2013, at 4:00 p.m.  Replies must be filed no
later than Aug. 5, 2013, at 12:00 p.m.  The hearing on the Motion
will be held on Aug. 8, 2013, at 11:00 a.m.

According to papers filed with the Court, on July 12, 2013, non-
Debtor 3PD, with the support of its shareholders, entered into a
definitive agreement to sell all outstanding 3PD common stock to
XPO Logistics for $365 million.  The Sale was evaluated and
approved by 3PD's board of directors.  The Sale has also been
evaluated by the Debtors' investment management committee, which
has determined that the Sale is in the best interest of the
Debtors' estates.  Moreover, the Debtors have conferred with the
official committee of unsecured creditors and the Joint
Provisional Liquidators of Debtor AIHL, and the Debtors expect all
relevant parties to support the Sale.

The Debtors further request for the entry of an order exempting
the sale from the requirements of the "cooperation settlement term
sheet."

Because the Sale will likely not close prior to the effective date
of the Debtors' Chapter 11 plan, the Sale would, by default, be
subject to the Plan provisions governing the disposition of the
Debtors' investments.  According to the Debtors, if required to be
implemented with respect to 3PD, the Disposition Procedures would
require a duplication of the marketing efforts, additional delay,
and administrative burdens.  Moreover, implementation of the
Disposition Procedures may constitute a breach of the Purchase
Agreement by Logistics Holdings.

In order to avoid disrupting the Sale, the Debtors are seeking to
simplify the process and consummate the Sale based on the process
that has already taken place and pursuant to a Court order, and
are therefore seeking to exempt the Sale from the Disposition
Procedures.

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary
to repay a US$1.1 billion syndicated unsecured facility when it
comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.  Falcon Gas
is an indirect wholly owned subsidiary of Arcapita that previously
owned the natural gas storage business NorTex Gas Storage Company
LLC.  In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a
Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II,
L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock
of NorTex from Falcon Gas for $515 million. Arcapita guaranteed
certain of Falcon Gas' obligations under the NorTex Purchase
Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition to
its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group had roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from the
Grand Court of the Cayman Islands with a view to facilitating the
Chapter 11 cases.  AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.

As reported in the TCR on June 19, 2013, the Bankruptcy Court for
the Southern District of New York entered its Findings of Fact,
Conclusions of Law, and Order confirming the Second Amended Joint
Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and
Related Debtors with respect to teach Debtor other than Falcon Gas
Storage Company, Inc.

A copy of the Confirmed Second Amended Joint Plan (With First
Technical Modifications) is available at:

          http://bankrupt.com/misc/arcapita.doc1265.pdf


AVANTAIR INC: President and COO Resigns
---------------------------------------
David Haslett resigned his positions as president and chief
operating officer of Avantair, Inc., to pursue other
opportunities, effective July 10, 2013.  Mr. Haslett will remain
with the Company on a consulting basis as needed.

                         About Avantair Inc.

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

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

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

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

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


BELLE FOODS: Associated Wholesale Offers To Buy 12 Stores
---------------------------------------------------------
Marie Beaudette writing for Dow Jones' DBR Small Cap reports that
southern grocery chain Belle Foods LLC is seeking to sell 12 of
its 57 stores to Associated Wholesale Grocers Inc. for $8.4
million plus the cost of inventory, subject to higher offers.

                         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.


BERRY PLASTICS: Amends 15 Million Shares Resale Prospectus
----------------------------------------------------------
Berry Plastics Group, Inc., amended its Form S-1 prospectus
relating to the offering by Apollo Funds and Graham Berry
Holdings, L.P., of 15 million shares of common stock of the
Company.  Berry Plastics will not receive any of the proceeds from
the sale of shares in this offering.

The underwriters will have a 30-day option to purchase up to an
additional 2,250,000 shares of common stock from the selling
stockholders.  The underwriters may sell an aggregate of
approximately $300,000 of shares of the Company's common stock to
Dr. Jonathan Rich, the Company's chairman and chief executive
officer.  The underwriters will not receive any underwriting
discount on the sale of those shares.

The Company's common stock is listed on the New York Stock
Exchange under the symbol "BERY."  The last reported closing sale
price of the Company's common stock on July 16, 2013, was $21.01
per share.

Citigroup, BofA Merrill Lynch, Deutsche Bank Securities, Goldman,
Sachs & Co., Credit Suisse, Baird and Barclays are acting as joint
book-running managers for the offering.

SunTrust Robinson Humphrey, Wells Fargo Securities and Apollo
Global Securities are acting as co-managers for the offering.

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

                        http://is.gd/B2pGgl

                       About Berry Plastics

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

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

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

                           *     *     *

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

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

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


BLOCKBUSTER INC: Converted to Chapter 7 Liquidation
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the liquidation of Blockbuster Inc. won't end with a
Chapter 11 plan.  What remains of the video retailer, whose
business was sold to Dish Network Corp., was converted to
liquidation in Chapter 7, where a trustee is appointed
automatically.

According to the report, Blockbuster sold assets in April 2011 to
Dish under a contract with an advertised price of $320 million.
After the sale, "old" Blockbuster changed its name to BB
Liquidating Inc.  With the case officially transferred to Chapter
7 on July 16, the trustee is getting about $500,000 in cash after
$720,000 was used for unpaid expenses of Chapter 11 and for
secured claims.

                      About Blockbuster Inc.

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

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

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


CAESARS ENTERTAINMENT: Bank Debt Trades at 10% Off
--------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
90.23 cents-on-the-dollar during the week ended Friday, July 19,
2013, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
an increase of 1.07 percentage points from the previous week, The
Journal relates.  Caesars Entertainment Inc. pays 525 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 1, 2018.  The bank debt carries Moody's B3 rating and
Standard & Poor's B- rating.  The loan is one of the biggest
gainers and losers among 236 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                      About Caesars Entertainment

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

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

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

                           *     *     *

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

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

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

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


CAPITOL CITY: Amended Q1 Financials Show $819K Net Loss
-------------------------------------------------------
Capitol City Bancshares, Inc., amended its quarterly report on
Form 10-Q for the period ended March 31, 2013.

The amendment was filed to reflect an adjustment to the Company's
books based upon management's continuing investigation of the
previously disclosed employee fraud loss.  After further
consideration regarding receivables for an insurance claim on
employee fraud loss, it was determined the amount included as a
receivable for $833,000 should be written off and recorded as an
expense, until the validity and amount of the receivable is
confirmed by the Company's insurance carrier.

As restated, the Company's statements of operations reflect a net
loss of $819,297 on $3.02 million of total interest income for the
three months ended March 31, 2013, as compared with a net loss
available to common shareholders of $36,297 on $3.02 million of
total interest income for the quarter.

As of March 31, 2013, the Company had $299.23 million in total
assets, $291.86 million in total liabilities and $7.37 million in
total stockholders' equity.  The Company originally reported
$300.06 million in total assets, $291.86 million in total
liabilities and $8.20 million in total stockholders' equity.

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

                        http://is.gd/kG7yvL

                        About Capitol City

Atlanta, Georgia-based Capitol City Bancshares, Inc., was
incorporated under the laws of the State of Georgia for the
purposes of serving as a bank holding company for Capitol City
Bank and Trust Company.  The Bank operates a full-service banking
business and engages in a broad range of commercial banking
activities, including accepting customary types of demand and
timed deposits, making individual, consumer, commercial, and
installment loans, money transfers, safe deposit services, and
making investments in U.S. government and municipal securities.

Capitol City Bancshares disclosed a net loss of $1.73 million in
2012, as compared with a net loss of $1.59 million in 2011.

Nichols, Cauley and Associates, LLC, in Atlanta, Georgia, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company is operating under regulatory
orders to, among other items, increase capital and maintain
certain levels of minimum capital.  As of Dec. 31, 2012, the
Company was not in compliance with these capital requirements.  In
addition to its deteriorating capital position, the Company has
suffered significant losses related to nonperforming assets, and
has significant maturities of liabilities within the next twelve
months.  These matters raise substantial doubt about the ability
of Capitol City and subsidiaries to continue as a going concern


CARBON BEACH: Court Dismisses Chapter 11 Bankruptcy Case
--------------------------------------------------------
The Hon. Geraldine Mund of the U.S. Bankruptcy Court for the
Central District of California has dismissed, at the behest of
Carbon Beach Partners, LLC, the Debtor's Chapter 11 bankruptcy
case.

On May 14, 2013, the Debtor sought an order dismissing its
bankruptcy case on grounds that it no longer has any viable
business to reorganize and no assets to administer.  "Accordingly,
there is no purpose for conversion to Chapter 7 and dismissal of
the case is appropriate," Cynthia Futter, Esq., at Futter-Wells,
P.C., the attorney for the Debtor, said.

During the course of the bankruptcy case, various claims and
adversary actions were filed between and among the Debtor,
Builder's Bank, Mark Ross -- the manager of the Debtor at that
time -- and Robb Evans & Associates, LLC, the receiver.  According
to Ms. Futter, the Debtor has settled each of these actions as
they relate to the Debtor, and the Debtor's estate will not
receive any funds from the settlements.  The Debtor has also
resolved all outstanding claims objections, Ms. Futter added.

"The Debtor no longer has any viable business to reorganize and no
estate to administer.  Now that Debtor has disposed of its assets
and settled outstanding claims, nothing remains for Debtor to do
in this case.  Because Debtor's estate possesses no assets,
conversion to a Chapter 7 would be impractical and not in the best
interest of Debtor's creditors," Ms. Futter stated.

                    About Carbon Beach Partners

Calabasas, California-based Carbon Beach Partners, LLC, owns an
eight-unit, luxury condominium complex consisting of approximately
41,000 square feet, in Malibu, California.  Carbon Beach filed for
Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 09-24657) on
Nov. 3, 2009, Judge Geraldine Mund presiding.  Cynthia Futter,
Esq., at Futter-Wells PC, and Anne Wells, Esq., represent the
Debtor.  The Company disclosed $21,000,004 in assets and
$17,463,557 in liabilities as of the Chapter 11 filing.  Robb
Evans & Associates, LLC, is the appointed receiver in the Debtor's
case.


CENGAGE LEARNING: Sec. 341(a) Meeting Adjourned to Sept. 9
----------------------------------------------------------
The meeting of creditors of Cengage Learning, Inc., et al.,
pursuant to Section 341 of the Bankruptcy Code has been adjourned
to September 9, 2013 at 2:00 p.m. (prevailing Eastern Time).  The
meeting will take place at the Office of the United States Trustee
for the Eastern District of New York, at 271-C Cadman Plaza East -
Room 4529, in Brooklyn, New York.

Ross M. Kwasteniet, Esq., Jonathan S. Henes, Esq., and Christopher
Marcus, at Kirkland & Ellis Llp And Kirkland & Ellis International
LLP, in New York; and James H.M. Sprayregen, Esq., and Ross M.
Kwasteniet, Esq., at KIRKLAND & ELLIS LLP and KIRKLAND & ELLIS
INTERNATIONAL LLP, in Chicago, Illinois, filed the notice with the
U.S. Bankruptcy Court for the Eastern District of New York on
behalf of the Debtors.

                      About Cengage Learning

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

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

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

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

A nine-member official committee of unsecured creditors has been
appointed in the Debtors' Chapter 11 cases.


CENGAGE LEARNING: U.S. Trustee Appoints Creditors' Committee
------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, appointed nine
unsecured creditors who are willing to serve on the Official
Committee of Unsecured Creditors of Cengage Learning, Inc., and
its debtor affiliates:

   1. Wilmington Trust National Association
      50 South Sixth Street, Suite 1290
      Minneapolis, Minnesota 55402
      Attn: Julie Becker
      Tel: (612) 217-5628

   2. Wells Fargo Bank National Association
      150 East 42nd Street, 40th Floor
      New York, New York 10017
      Attn: James R. Lewis
      Tel: (717) 260-1576

   3. The Booksource
      1230 Macklind Avenue
      St. Louis, Missouri 63110
      Attn: Mark Rygelski
      Tel: (314) 881-6204

   4. Benneit Management Corporation
      2 Stamford Plaza, Suite 1501
      281 Tresser Boulevard
      Stamford, Connecticut 06901
      Attn: John V. Koerber
      Tel: (203) 353-3101

   5. RR Donnelley & Sons Company
      4101 Winfield Road
      Warrenville, Illinois 60555
      Attn: Dan Pevonka
      Tel: (630) 322-6931

   6. Gary B. Shelly
      1147 Sandra Circle
      Corona, California 92881
      Tel: (714) 501-3931

   7. Carl. S. Warren
      315 Red Oak Trail
      Athens, Georgia 30606
      Tel: (706) 338-1422

   8. BOKF, NA d/b/a Bank of Oklahoma
      1 Williams Center
      Tulsa, Oklahoma 74172
      Attn: Cynthia Wilkinson
      Tel: (918) 588-6043

   9. Central National-Gottesman Inc.
      3 Manhattanville Road
      Purchase, New York 10577-2110
      Attn: Paul T. Butrym
      Tel: (914) 696-9000

The U.S. Trustee is represented by Marylou Martin, Esq., Trial
Attorney, in Brooklyn, New York.

                      About Cengage Learning

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

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

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

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


CENTRAL FALLS, RI: Moody's Hikes GO Rating to B1 on Bankr. Exit
---------------------------------------------------------------
Moody's Investors Service has upgraded the City of Central Falls'
(RI) general obligation rating to B1 from B2, affecting $13.7
million in outstanding general obligation bonds; the outlook
remains positive. Moody's has also affirmed the Ba1 underlying
rating on the Rhode Island Health and Educational Building
Corporation's (RIHEBC) Series 2007B bonds, affecting $1.3 million
in rated RIHEBC pooled debt; the outlook is stable.

Ratings Rationale:

The upgrade to B2 reflects the city's successful emergence from
Chapter 9 bankruptcy and transition to local control following the
adoption of a bankruptcy plan and its acceptance by the federal
court. The bankruptcy process has resulted in a significant
reduction in the financial pressure related to employee salaries,
pensions and healthcare. The rating also incorporates Moody's
expectation that the city will continue to make general obligation
debt service payments, given the state law creating a priority
lien for general obligation bondholders and the absence of
challenges to the payments by other creditors. Despite the city's
exit from bankruptcy, it continues to face significant challenges
from growing expenditures and projected weak revenue growth,
including the loss of an annual Impact Fee payment and back taxes
owed from the Wyatt Detention Center. The city also has a limited
and declining tax base characterized by weak socioeconomic
indicators, including the highest poverty rate in the state, and
an elevated debt burden.

The positive outlook reflects Moody's expectation that the city
will continue to maintain structural balance in its financial
operations, in line with the bankruptcy plan and reflected in its
six-year financial projections. Moody's also expects the city to
continue to fund 100% of its pension ARC, resulting in
strengthening funded ratios and reducing the city's unfunded
pension liability.

The underlying Ba1 rating and stable outlook assigned to RIHEBC's
2007B bonds incorporates Central Falls' underlying general
obligation rating as well as the city's limited (6.6%) portion of
the pooled debt. A significant amount of debt service (34.22% of
the pool) is directly paid to RIHEBC by the State of Rhode Island
(GO rated Aa2/negative outlook) and, in addition, the state can
intercept additional aid for debt service, providing strong
additional security. Additional factors incorporated in the RIHEBC
rating are the strong mechanics, included in the RIHEBC pool
agreement and historic state support for school construction
projects. Proceeds from the 2007B bonds were originally loaned to
the four participating units of government to fund various school
capital improvement projects.

Strengths:

- Approval by the federal bankruptcy court of the city's
   bankruptcy plan without significant challenges to the plan by
   creditors and transition to local control

- Reduced expenditures related to personnel costs and benefits

- Active state oversight of the city's financial operations and
   cash flow with state legal default protection

- Implementation of a six-year operating plan which balances
   budgets from fiscal 2012 through fiscal 2017

Challenges:

- Limited tax base and weak demographic profile

- Large unfunded pension liabilities, despite significant
   reductions

- Reduced levels of state aid and statutory property tax levy
   limitation

- Elevated debt burden with a significant amount of deferred
   capital projects

Outlook:

The positive outlook reflects Moody's expectation that the city's
finances will continue to maintain structural balance, in line
with the bankruptcy plan and reflected in its six-year financial
projections. Moody's also expects the city to continue to fund
100% of its pension ARC, resulting in strengthening funded ratios
and reducing the city's unfunded pension liability.

What could make the rating go up?

- Maintenance of structurally balanced operations and adherence
   to the six year financial plan

- Improved funding for the city's pension plans

- Significant decrease in debt burden

What could make the rating go down?

- Deviation from the six-year financial plan that results in
   financial deterioration

- Inability to improve funding of long-term liabilities
   including pension and health care

- Significant increases in debt burden

Rating Methodology

The principal methodology used in rating the general obligation
debt was General Obligation Bonds Issued by US Local Governments
published in April 2013. The principal methodology used in rating
the pooled revenue debt was Public Sector Pool Financings
published in July 2012.


CHEMTURA CORP: New Sr. Notes Due 2021 Gets Moody's 'B1' Rating
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Chemtura
Corporation's proposed senior unsecured notes due 2021. The
proceeds from the proposed notes, along with existing balance
sheet cash, will be used to pay for the portion of its outstanding
7.875% senior unsecured notes due 2018 that were successfully
tendered and fees associated with the tender process. The firm is
also prepaying $50 million of its term loan B due 2016. The rating
outlook is stable.

Chemtura Corporation

Rating assigned:

Senior unsecured notes due 2021 - B1 (LGD5, 72%)

Change in loss-given-default rate:

Sr sec term loan B due 2016 - Ba1 (LGD2, 23%) from Ba1 (LGD2,
25%)

Ratings Rationale:

Chemtura is taking advantage of the low interest rate environment
to refinance high coupon debt. The notes due 2018 are not
currently callable, so the firm tendered for the notes, receiving
tenders with respect to approximately $354 million aggregate
principal amount of notes. It also has elevated cash balances that
can be used to pay fees and costs associated with the tender
process, as a result of selling its Antioxidant and UV Stabilizer
business in May 2013, for $200 million (including the assumption
of certain liabilities). The refinancing will not materially
impact the firm's leverage, but lowers its interest expense.
Leverage was 3.6x as of March 31, 2013, including Moody's
analytical adjustments, which add $530 million to debt for
unfunded pensions and operating leases (prior to its most recent
divestiture).

Chemtura's Ba3 CFR reflects its conservative approach to leverage,
size, and business profile supported by product, operational and
geographic diversity. The company has improved its profit margins
in all four business segments from 2010 to 2012 through
restructuring activities, better execution of its strategy and
sales volume growth. Chemtura most recently sold its antioxidants
and UV stabilizer business, after which it has a more attractive
business portfolio with higher growth potential, less cyclical
earnings and higher average margins. Moody's expects ongoing
restructuring initiatives and improvements in operations to drive
further revenue and profit margin growth in 2013-2014.

The rating outlook is stable. Moody's would consider the
appropriateness of a higher rating, if the company were to
sustainably maintain leverage (Debt/EBITDA) of less than 3.2x and
RCF/Debt of 20%. If total adjusted Debt/EBITDA were to rise above
5x on a sustained basis, Moody's could consider a negative rating
action.

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

Chemtura Corporation manufactures and sells innovative,
application-focused specialty chemical and consumer products
offerings to a wide variety of end-use industries, including
transportation, construction, energy, agriculture, plastics for
durable and non-durable goods, electronics, and pool and spa
chemicals. The company's principal executive offices are located
in Philadelphia, Pennsylvania and Middlebury, Connecticut. Net
sales for the year ended March 31, 2013, were $2.6 billion.


CHEMTURA CORP: S&P Assigns 'BB-' Rating to $400MM Sr. Unsec. Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB-'
issue-level rating and '3' recovery rating to Middlebury, Conn.-
based Chemtura Corp.'s proposed $400 million senior unsecured
notes due 2021.  The '3' recovery rating indicates S&P's
expectation for meaningful (50% to 70%) recovery in the event of a
payment default.  Chemtura will use net proceeds to pay the
consideration in a concurrent tender offer being undertaken for
the company's 2018 notes and to pay related fees and expenses,
including tender premiums and accrued and unpaid interest.  In
addition, the company intends to repay $50 million of its
outstanding term loan with cash on hand when the proposed debt
offering is complete.

The existing ratings on Chemtura, including the 'BB-' corporate
credit rating, are unchanged.  The outlook is stable.  The ratings
on Chemtura Corp. reflect S&P's view of its position as a leading
global producer of industrial and specialty chemicals serving
various end markets.  It also reflects S&P's assessment of the
company's business risk profile as "fair" and financial risk
profile as "aggressive".  The ratings incorporate the
vulnerability of Chemtura's operating results to cyclical markets
and competitive pricing pressures.  These factors are tempered by
the company's diversified portfolio of specialty and industrial
chemical businesses (generating annual revenues of around
$2.5 billion) and the expected benefit to earnings and operating
margins from its improving product mix.

RATINGS LIST

Chemtura Corp.
Corporate Credit Rating        BB-/Stable/--

New Rating
Chemtura Corp.
$400M senior unsecured notes   BB-
due 2021
  Recovery Rating               3


CLARK ATLANTA: Moody's Assigns Ba1 Issuer Rating, Stable Outlook
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba1 issuer rating to
Clark Atlanta University. With the full redemption of the Series
1995 revenue bonds in January 2013, the issuer rating will be the
sole published rating that Moody's maintains for the university.
The outlook has been revised to stable from negative reflecting
management's demonstrated ability to effectively respond to
revenue challenges and maintain healthy operating cash flow.

Rating Rationale

The Ba1 rating reflects the university's favorable history of
donor support, improved cash flow in support of debt service, as
well as limited borrowing plans despite ongoing capital needs.
These credit strengths are offset by the university's challenging
market position with strong competition from private and public
universities and relatively limited financial resource base, as
well as the potential credit impact of the stressed operations of
the ADA/CAU Partners student housing project on the university.
Depending on the ongoing health of the project, the university
could consider a range of responses to support its broader goal of
having safe and secure housing for its students.

The stable outlook reflects management's proven track record of
prudent fiscal management and ability to adjust expenses in light
of enrollment declines. In spite of recent enrollment declines,
the university has improved its operating cash flow, financial
resources, and liquidity.

Strengths

- Solid market niche as a historically black institution in
   Atlanta, Georgia with an applied studies and research focus.

- Strong financial management with a proven track record of
   stringent expense control and enhanced financial controls and
   reporting.

- Improved operating performance in spite of enrollment declines
   and stagnant operating revenues resulting from careful expense
   control. Operating cash flow of 14.3% in FY 2012 proves a
   sharp contrast to the 10.3% in FY 2009, with debt service
   coverage increasing to 2.3 times from 1.2 times over the same
   period.

- Substantial donor support with gift revenue averaging $6.2
   million over the last three years (FY 2010-FY 2012).

- Relatively diverse revenue streams, with reliance on student
   charges at 74% in FY 2012. Revenue diversity is aided by
   research enterprise with $9.1 million in research expenses in
   FY 2012.

Challenges

- Competitive market environment for students as indicated by a
   very low 16% yield rate for the fall 2012 freshmen class and
   low net tuition per student of $15,928.

- Third-party student housing project on the university's campus
   under economic distress. The project tapped its debt service
   reserve fund in FYs 2010, 2011, and 2012, and has tripped its
   coverage covenant resulting in an event of default. The bond
   insurer has not elected to accelerate the debt at this time.
   Although Moody's does not include the $49.8 million of debt in
   its calculation of the university's direct debt, Moody's notes
   the linkage as the project comprises approximately half of the
   university's housing stock.

- Dependence on federal funding through grants and contracts
   (16.2%) and for financial aid, as well as related exposure to
   federal fiscal pressures or budget delays.

- Modest financial resource base relative to operations. At the
   end of FY 2012, expendable financial resources of $38.4
   million cushioned operations by 0.44 times.

- Ongoing capital needs with age of plant at 13.9 years.

Outlook:

The stable outlook reflects management's proven track record of
prudent fiscal management and ability to adjust expenses in light
of enrollment declines, lack of borrowing plans and expectations
of continued donor support .

What Could Make The Rating Go UP

Improvement in student market position; growth in financial
resources through fundraising, sponsored programs and operating
surpluses; limited future borrowing.

What Could Make The Rating Go DOWN

Decline in net tuition revenue; material increase in debt;
weakened operating performance from support of the ADA/CAU project
or other sources; decline in financial resources or debt service
coverage

Methodology

The principal methodology used in this rating was U.S. Not-for-
Profit Private and Public Higher Education published in August
2011.


CLEAR CHANNEL: Bank Debt Trades at 6% Off
-----------------------------------------
Participations in a syndicated loan under which Clear Channel
Communications is a borrower traded in the secondary market at
93.94 cents-on-the-dollar during the week ended Friday, July 19,
2013, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
an increase of 1.56 percentage points from the previous week, The
Journal relates.  Clear Channel Communications pays 365 basis
points above LIBOR to borrow under the facility.  The bank loan
matures on Jan. 30, 2016. The bank debt carries Moody's Caa1
rating and Standard & Poor's CCC+ rating.  The loan is one of the
biggest gainers and losers among 236 widely quoted syndicated
loans with five or more bids in secondary trading for the week
ended Friday.

                   About Clear Channel Communications

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

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

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

                           *     *     *

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

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


COLDWATER PORTFOLIO: Wal-Mart Shadow Stores Get Plan Approved
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Coldwater Portfolio Partners LLC, the owner of
37 properties known as shadow retail centers, has an approved
Chapter 11 plan.  A bankruptcy judge in South Bend, Indiana,
signed the confirmation order July 17.

According to the report, because few other creditors were affected
by the plan developed by Coldwater and the secured lender owed
$89.3 million, the judge allowed compression of the plan-approval
process by dispensing with separate hearings for approval of a
disclosure statement and the plan.  Instead, the vote of creditors
was taken before the disclosure was approved.  Consequently, the
judge at one hearing determined that disclosure was adequate.
Separately, he approved the plan.

The report relates that the Debtor's properties will be
transferred to a liquidating trust, with sale proceeds earmarked
for the lenders.  The lenders may choose to buy the properties
using debt rather than cash.  Unsecured creditors with $225,000 in
claims are to be paid 44 percent.  The properties were financed
with a loan in the original principal amount of $74.3 million with
U.S. Bank NA serving as trustee for the securitization that owns
the loans.  The loans are serviced by Torchlight Investors LLC.

                     About Coldwater Portfolio

Coldwater Portfolio Partners LLC filed a voluntary Chapter 11
petition (Bankr. N.D. Ind. Case No. 12-31182) on April 4, 2012.
CPP, a limited liability company organized under the laws of the
state of Delaware, was formed in January 2006 with the purpose of
owning and operating 38 commercial real estate properties.  The
majority of the properties are shadow retail centers located
adjacent to Wal-Mart Supercenters throughout the Midwest and
Southern States.  The Debtor has developed relationships with
nationwide retailers who operate local stores at the Shadow Retail
Centers, including Dollar Tree, Game Stop, Sally Beauty, and
Fashion Bug.  The Shadow Retail Centers are particularly
attractive commercial retail properties with business arising from
the Wal-Mart customer traffic.

Bankruptcy Judge Harry C. Dees, Jr., oversees the case.  Forrest
B. Lammiman, Esq., and David L. Kane, Esq., at Meltzer, Purtill &
Stelle LLC, serve as the Debtor's counsel.  Variant Capital
Advisors LLC provides investment banking services to the Debtor.
CPP estimated assets of $10 million to $50 million and debts of
$50 million to $100 million.

CPP is a subsidiary of CPP Holdings LLC.  Kenneth S. Klein,
manager of CPP, signed the Chapter 11 petition.  A related entity,
Coldwater Portfolio Partners II, LLC, owns and operates nine
shadow retail centers in the Midwest and Southern United States.
Klein Retail Centers, Inc. is the parent of Coldwater II.


COMARCO INC: Executives Voluntarily Cut Salaries by 20%
-------------------------------------------------------
The executive officers of Comarco, Inc., volunteered to
temporarily reduce their salaries by 20 percent effective July 12,
2013, as part of ongoing efforts to reduce Company expenses.  The
temporary cost reduction measure is being implemented in
conjunction with an allowance for the executive officers to take
prescribed amounts of unpaid time off.  The Board of Directors of
the Company ratified these adjustments to executive officer
compensation on July 17, 2013.

The projected annualized salaries of the Company's named executive
officers, assuming this temporary measure were to last one year,
would be as follows: Thomas Lanni, president and chief executive
officer $184,005, Alisha Charlton, vice president and chief
accounting officer $141,290, and Donald McKeefery, vice president
and chief operating officer, $148,013.

                         About Comarco Inc.

Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO)
-- http://www.comarco.com/-- is a provider of innovative,
patented mobile power solutions that can be used to power and
charge notebook computers, mobile phones, and many other
rechargeable mobile devices with a single device.

Comarco disclosed a net loss of $5.59 million on $6.33 million of
revenue for the year ended Jan. 31, 2013, as compared with a net
loss of $5.31 million on $8.06 million of revenue for the year
ended Jan. 31, 2012.  As of April 30, 2013, the Company had $3.86
million in total assets, $11.05 million in total liabilities and a
$7.19 million total shareholders' deficit.

Squar, Milner, Peterson, Miranda & Williamson, LLP, 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 and
negative cashflow from operations, has negative working capital
and uncertainties surrounding the Company's ability to raise
additional funds.  These factors, among others, raise substantial
doubt about its ability to continue as a going concern.


COMMUNITY CHOICE: S&P Revises Outlook to Stable & Affirms 'B-' ICR
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on Community Choice Financial Inc. (CCFI) to stable from
negative and affirmed the 'B-' long-term issuer credit rating.

"The outlook revision reflects our view that CCFI has reduced its
near-term legislative risk in Ohio by changing its products
offerings in the state," said Standard & Poor's credit analyst
Igor Koyfman.  In December 2012, the Elyria Municipal Court
determined that a single-payment loan offered by CCFI's competitor
didn't comply with the Ohio Mortgage Loan Act (OMLA).  CCFI's
competitor appealed, and in April 2013 Ohio's Supreme Court
announced it would hear the case.  However, S&P believes that even
if the ruling is upheld and CCFI is precluded from offering
single-payment loans under the OMLA in Ohio, it will continue
operate profitably in the state.

S&P's ratings on CCFI reflect the company's exposure to
legislative and regulatory risks, geographic concentration in
California and Ohio, negative tangible equity, higher leverage and
lower interest coverage compared with peers', and significant
private equity ownership.  The company's proven ability to make
acquisitions and to fill revenue gaps through its financial
products, well-managed credit risk, adequate funding and
liquidity, and relatively stable earnings partly offset its
weaknesses.

The stable outlook reflects S&P's expectation that CCFI will
effectively manage legislative risks in Ohio and maintain adequate
cash flow and liquidity.

S&P could lower the rating if CCFI's credit measures deteriorate
significantly as a result of adverse legislative or regulatory
actions, weaker-than-expected operating results, or if a large
debt-funded acquisition does not produce proportionate EBITDA.
Specifically, S&P could lower the rating if it expects debt to
adjusted EBITDA to exceed 6.0x or EBITDA to interest expense to
fall below 1.5x on a sustained basis.  (S&P adjusts debt for
operating leases and EBITDA for nonrecurring items.)

S&P could raise the rating if CCFI continues to improve its
product and geographic diversification.  For instance, if the top
four to five states represented less than 50% of the company's
total earnings contribution, it would indicate that the company is
making progress on diversifying geographically.  An upgrade would
also depend on the company's ability to improve debt to adjusted
EBITDA to below 4.5x and EBITDA to interest expense to above 2.0x
on a sustained basis.


COMMUNITY TOWERS: Taps William L. Conti as Litigation Counsel
-------------------------------------------------------------
Community Towers I, LLC, et al., ask the U.S. Bankruptcy Court for
the Northern District of California for permission to employ the
Law Office of William L. Conti as litigation counsel.

After a hearing on March 5, 2013, the Court entered an order
conditionally granting CIBC Inc.'s second motion for stay relief.
The conditional stay order provides, inter alia, that the
automatic stay will be lifted if the Debtors fail to pay CIBC in
full of all allowed amounts allowed in connection with its secured
claims in the bankruptcy cases by Sept. 1, 2013.

CIBC is the holder of a first deed of trust on the Debtors'
commercial real property located in San Jose, California commonly
known as the Community Towers.

The Debtors anticipate that CIBC will contest the Debtors' request
to extend the automatic stay as well as the Debtors' attempt to
confirm a plan, and the Debtors require counsel to litigate the
matters.

Conti will provide services with respect to litigating contested
matters in the bankruptcy cases. Specifically, Conti will, among
other things:

   -- appear at and argue any motion to extend the automatic stay;

   -- prepare for and conduct the hearing on any disclosure
      statement filed by the Debtors;

   -- prepare for and conduct the hearing on confirmation of any
      plan, including, but not limited to, briefing, preparation
      of witnesses, direct and cross-examination and argument.

For avoidance of doubt, Conti will not duplicate any services
provided by Dorsey & Whitney LLP, the Debtors' general bankruptcy
counsel.

The hourly rates of Conti's personnel are:

         William L. Conti                $395
         Law Clerks/Paralegals            $75

Conti has received an advance retainer of $100,000 for its
representation of the Debtors as litigation counsel.

                     About Community Towers I

Community Towers I LLC is a real estate investment company.
Community Towers I LLC and various affiliates -- Community Towers
II, LLC, Community Towers III, LLC, Community Towers IV, LLC --
filed a Chapter 11 petition (Bankr. N.D. Calif. Lead Case No.
11-58944) on Sept. 26, 2011, in San Jose, California.  Community
Towers I disclosed $51,939,720 in assets and $39,479,784 in
liabilities as of the Chapter 11 filing.

In March 2013, the Court denied confirmation of the Debtors' Joint
Chapter 11 Plan.  Creditor CIBC Inc., voted against the Joint Plan
and opposed confirmation contending that the Joint Plan: (1)
improperly includes a third party release in violation of Section
524; (2) violates Section 1129(a)(11) because it is not feasible;
and (3) is not fair and equitable to CIBC because the interest
rate proposed to be paid is inadequate to compensate CIBC for the
risk inherent in its loan to Debtors.

The Debtors employed John Walshe Murray, Esq., at Dorsey & Whitney
LLP as counsel, in substitution for Murray & Murray, A
Professional Corporation.


CORNERSTONE HOMES: New York Homebuilder Files Prepacked Plan
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Cornerstone Homes Inc., a homebuilder from Corning,
New York, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No.
13-21103) on July 15 in Rochester alongside a reorganization plan
already accepted by 96 percent of unsecured creditors' claims.

According to the report, the company owns 728 properties and has
398 under contract.  Four secured lenders with $21.8 million in
claims are to be paid in full and didn't vote on the plan.

The report notes that unsecured creditors are chiefly composed of
noteholders with $14.5 million in claims.  They will receive a
note for $1 million, bearing 2 percent interest and maturing in 10
years.  The note will be paid from sale proceeds.  There will be a
hearing on July 19 for the bankruptcy judge to schedule a hearing
to determine if disclosure materials were adequate and consider
signing a confirmation order approving the plan.


DC DEVELOPMENT: Taps Tranzon Fox as Real Estate Auctioneer
----------------------------------------------------------
D.C. Development, LLC, et al. ask the U.S. Bankruptcy Court for
the District of Maryland for permission to employ Fox &
Associates, Inc. t/a Tranzon Fox as real estate auctioneer for the
sale of various parcels of unencumbered real property.

Prior to the Petition Date, the Debtor held title to a substantial
amount of real estate in Garrett County, Maryland.  Throughout the
case, the Debtor has endeavored to sell the real estate for the
benefit of its creditors and estate.

The Debtor still owns these unencumbered parcels of real
property located in McHenry, Maryland: (1) 257.559 acres on
Shingle Camp Road, (2) .15 acres on Hoyes Run Road, (3) Fantasy
Valley Lots 11 and 14, (4) 2.676 acres of open space at Fantasy
Valley, (5) Waters Edge at Wisp Lot 17, and (6) a portion of the
5.1 acres Villages of Wisp lease.

The Debtors closed the sale of substantially all of the assets in
the jointly administered case in December 2012.  DC Development is
presently liquidating its remaining assets to wind down the
bankruptcy case.  The Debtor needs Tranzon to liquidate the
remaining unencumbered real property.  The anticipated proceeds
from the sale will fund distributions to administrative, priority,
and unsecured creditors with allowed claims in the case

The salient terms of the engagement are:

   1. Commission -- Tranzon will earn a commission of five
percent, which will be added to the high bid as a buyer's premium
and included in the total purchase price to be paid by the buyer.

   2. Cooperation Fee -- Tranzon proposes a one and one-half
percent cooperation fee to agents who represent buyers that
subsequently close on the sale of the Parcels.  Tranzon will pay
this fee from the above proposed commission.

   3. Cancellation -- if the sale is canceled or postponed for any
reason other than the sale of (and closing on) the parcels to
a third party, the Debtor will pay Tranzon a fee or charge of
$2,000, plus actual advertising expenses incurred in connection
with the sale.

   4. Marketing -- upon Court approval of Tranzon's employment,
the Debtor will fund a marketing budget of $14,700, which will be
used by Tranzon solely for the marketing and advertising of the
Parcels for sale.  No fees or commissions will be taken from these
funds.

   5. Timeframe -- upon Court approval of Tranzon's employment,
Tranzon will schedule the sale within a 5-6 week time period.

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

                     About Wisp Resort et al.

Recreational Industries, Inc., D.C. Development, LLC, Wisp Resort
Development, Inc., and The Clubs at Wisp, LLC, operated a ski
resort and real estate development companies located in Garrett
County, Maryland generally known as Wisp Resort.  The Wisp Resort
comprises approximately 2,200 acres of master planned and fully
entitled land, 32 ski trails covering 132 acres of skiable terrain
with 12 lifts and two highly-rated golf courses.

Financial problems were caused by a guarantee given to Branch
Banking & Trust Co. to secure a $29.6 million judgment the bank
obtained on a real estate development within the property.

Recreational Industries, D.C. Development, Wisp Resort Development
and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D.
Md. Lead Case No. 11-30548) on Oct. 15, 2011, after defaulting on
nearly $30 million in loans from BB&T Corp. to build the golf
course community.  D.C. Development disclosed $91,155,814 in
assets and $46,141,245 in liabilities as of the Chapter 111
filing.

The Debtors engaged James A. Vidmar, Esq. at Logan, Yumkas, Vidmar
& Sweeney LLC as counsel and tapped Invotex Group as financial
restructuring consultant. SSG Capital Advisors, LLC, serves as
exclusive investment banker to the Debtors.  The Official
Committee of Unsecured Creditors has tapped Cole, Schotz, Meisel,
Forman & Leonard, P.A. as counsel.

In December 2012, the Bankruptcy Court approved the sale of the
Wisp resort to EPT Ski Properties, a unit of EPR Properties, for
$23.5 million.  The judge also approved the sale of a golf course
and other land to National Land Partners for $6.1 million.

In January 2013, Bankruptcy Judge Wendelin I. Lipp gave his stamp
of approval on a stipulation and consent order modifying a
previous ruling that allowed D.C. Development to sell a property
in McHenry, Maryland, and disburse sales commission.  MVB Bank and
Logan/Frazee/Yudelevit are counterparties to the stipulation.  DC
Development sold the 181 Kendall Camp Circle property free and
clear of liens, claims, encumbrances and interest, for $485,000.


DETROIT, MI: S&P Lowers Rating on GO Debt to 'C'; Outlook Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Detroit,
Mich.'s limited- and unlimited-tax general obligation (GO) debt to
'C' from 'CC'.  The outlook is negative.

"The downgrade reflects the city's position as the subject of a
bankruptcy petition, as of July 18, 2013," said Standard & Poor's
credit analyst Jane Ridley.

"The negative outlook reflects our expectation that, given the
Emergency Manager's statements regarding debt restructuring,
actions taken to date, and negotiations currently underway with
bondholders, we could lower the rating in the one-year time
horizon of the outlook," added Ms. Ridley.


DEX MEDIA WEST: Bank Debt Trades at 16% Off
-------------------------------------------
Participations in a syndicated loan under which Dex Media West LLC
is a borrower traded in the secondary market at 84.20 cents-on-
the-dollar during the week ended Friday, July 19, 2013, according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents an increase of 1.14
percentage points from the previous week, The Journal relates.
Dex Media West LLC pays 450 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 24, 2016. The
bank debt is withdrawn by Moody's and not rated by Standard &
Poor's.  The loan is one of the biggest gainers and losers among
236 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                           About Dex One

Dex One Corp., headquartered in Cary, North Carolina, is a local
business marketing services company that includes print
directories and online voice and mobile search.  The company
employs 2,200 people across the United States.  Dex One provides
print yellow pages directors, which it co-brands with other
recognizable brands in the industry, including Century Link and
AT&T.  It also provides the yellow pages websites DexKnows.com and
DexPages.com, as well as mobile apps Dex Mobile, Dex CityCentral.

Dex One and 11 affiliates sought Chapter 11 protection (Bankr. D.
Del. Lead Case No. 13-10534) on March 17 and 18, 2013, with a
prepackaged plan of reorganization designed to effectuate a merger
with SuperMedia Inc.  Dex One disclosed total assets of $2.84
billion and total liabilities of $2.79 billion as of Dec. 31,
2012.

Houlihan Lokey is acting as financial advisor to Dex One, and
Kirkland & Ellis LLP is acting as its legal counsel.  Pachulski
Stang Ziehl & Jones LLP is co-counsel.  Epiq Systems serves as
claims agent.

This is Dex One's second stint in Chapter 11.  Its predecessor,
R.H. Donnelley and 19 of its affiliates, including Dex Media East
LLC, Dex Media West LLC and Dex Media Inc., sought Chapter 11
protection (Bank. D. Del. Case No. 09-11833 through 09-11852)
on May 28, 2009.  They emerged from bankruptcy on Jan. 29, 2010.
On the Effective Date and in connection with its emergence from
Chapter 11, RHD was renamed Dex One Corporation.

As of Dec. 31, 2012, persons or entities directly or indirectly
own, control, or hold 5% or more of the voting securities of Dex
One are Franklin Advisers, Inc., Hayman Capital Management LP,
Robert E. Mead, Restructuring Capital Associates LP, Paulson &
Co., Inc., and Mittleman Investment Management LLC.


DIGITAL ANGEL: CEO Held 64% Equity Stake at July 8
--------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Scott R. Silverman disclosed that as of July 8, 2013,
he beneficially owned 6,173,409 shares of common stock of Digital
Angel Corporation representing 64 percent of the shares
outstanding.  Mr. Silverman is currently a director and chief
executive officer of Digital Angel.  A copy of the regulatory
filing is available for free at http://is.gd/C7RGuT

                        About Digital Angel

Headquartered in New London, Connecticut, Digital Angel
Corporation has two business segments, Digital Games and Signature
Communications.  Digital Games designs, develops and plans to
publish consumer applications and mobile games for tablets,
smartphones and other mobile devices.  Signature Communications is
a distributor of two-way communications equipment in the U.K.
Products offered range from conventional radio systems used by the
majority of SigComm's customers, for example, for safety and
security uses and construction and manufacturing site monitoring,
to trunked radio systems for large scale users, such as local
authorities and public utilities.

Digital Angel reported a net loss of $6.38 million on $0 of
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $10.33 million on $0 of revenue during the prior year.  As
of March 31, 2013, the Company had $1.85 million in total
assets, $3.89 million in total liabilities and a $2.04 million
total stockholders' deficit.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has incurred recurring net losses, and at Dec. 31,
2012, had negative working capital and a stockholders' deficit.
These events and conditions raise substantial doubt about the
Company's ability to continue as a going concern.


DIGITAL ANGEL: President Held 12% Equity Stake at July 8
--------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Randolph Geissler disclosed that as of July 8, 2013,
he beneficially owned 1,124,218 shares of common stock of
Digital Angel Corporation representing 12 percent of the shares
outstanding.  Mr. Geissler is currently the president of Digital
Angel.  A copy of the regulatory filing is available for free at:

                        http://is.gd/SoGsCv

                        About Digital Angel

Headquartered in New London, Connecticut, Digital Angel
Corporation has two business segments, Digital Games and Signature
Communications.  Digital Games designs, develops and plans to
publish consumer applications and mobile games for tablets,
smartphones and other mobile devices.  Signature Communications is
a distributor of two-way communications equipment in the U.K.
Products offered range from conventional radio systems used by the
majority of SigComm's customers, for example, for safety and
security uses and construction and manufacturing site monitoring,
to trunked radio systems for large scale users, such as local
authorities and public utilities.

Digital Angel reported a net loss of $6.38 million on $0 of
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $10.33 million on $0 of revenue during the prior year.  As
of March 31, 2013, the Company had $1.85 million in total
assets, $3.89 million in total liabilities and a $2.04 million
total stockholders' deficit.

EisnerAmper LLP, in New York, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
the Company has incurred recurring net losses, and at Dec. 31,
2012, had negative working capital and a stockholders' deficit.
These events and conditions raise substantial doubt about the
Company's ability to continue as a going concern.


DOGWOOD PROPERTIES: Banks Object to Adequacy of Plan Disclosures
----------------------------------------------------------------
Independent Bank, Magna Bank, Commercial Bank and Trust Company,
object to the adequacy of the disclosure statement explaining
Dogwood Properties, G.P.'s Chapter 11 Plan and ask the U.S.
Bankruptcy Court for the Western District of Tennessee to deny the
Disclosure Statement.

Independent Bank complained that the liquidation analysis in
connection with the Disclosure Statement provides no information
concerning the assets of the general partners.  The Debtor is a
general partnership and the information is necessary for the Court
to evaluate whether the Debtor's Plan satisfies Section 1129(a)(7)
of the Bankruptcy Code.

Magna Bank and Commercial Bank complained that the Disclosure
Statement does not contain any meaningful financial information,
evaluations and projections with regard to the Debtor's projected
future outlook.  The Debtor, according to Magna, also fails to
provide sufficient financial information regarding operating
costs, future repairs and maintenance costs, future tax
obligations, and other information necessary to determine whether
the Debtor's monthly cash flow will be sufficient to keep Debtor's
business a viable going concern.

The Plan provides that the Debtor continue operating under
existing management.  Brad Rainey, individually, will remain the
president of the Debtor.  The Debtor's property will be managed by
Reed & Associates and members of the Debtor's staff.  The Plan
provides that claims will be paid from future operations and the
collection of rents.

The Court will convene a hearing to consider the adequacy of the
Disclosure Statement on July 17, 2013, at 10:00 a.m.

James E. Bailey III, Esq. -- jeb.bailey@butlersnow.com -- at
Butler, Snow, O'mara, Stevens & Cannada, PLLC, in Memphis,
Tennessee, represents Independent Bank.

E. Franklin Childress, Jr., Esq. -- fchildress@bakerdonelson.com -
- and M. Ruthie Hagan, Esq. -- rhagan@bakerdonelson.com at Baker
Donelson Bearman Caldwell & Berkowitz, PC, in Memphis, Tennessee,
represent Magna Bank and Commercial Bank.

                           About Dogwood

Dogwood Properties, G.P., owns and operates 110 single-family
rental homes, all located in Shelby and DeSoto counties in
Tennessee.  The total value of its real estate holdings is
estimated to be $9,985,000.  Dogwood has nine secured lenders who
are owed a total of approximately $14,486,000.

Dogwood Properties filed a Chapter 11 petition (Bankr. W.D. Tenn.
Case No. 13-21712) on Feb. 16, 2013.  Judge Jennie D. Latta
presides over the case.  Gotten, Wilson, Savory & Beard, PLLC,
serves as the Debtor's counsel.


DYNAVOX INC: Terminates Registration of Securities
--------------------------------------------------
DynaVox Inc. filed a post-effective amendment to its Form S-3
registration statement which originally registered 20,451,648
shares of Class A common stock, par value $0.01 per share.  The
purpose of the Amendment was to remove from registration the
18,685,958 Shares that remain unsold at the termination of the
offering covered by the Registration Statement.  A copy of the
filing is available for free at http://is.gd/rPVMoX

DynaVox separately filed a post-effective amendment to its
registration statement on Form S-8 which originally registered
3,550,000 shares of Class A common stock, par value $0.01 per
share available for issuance under the DynaVox Inc. 2010 Long-Term
Incentive Plan.  The Company removes from registration the
2,545,047 Shares that remain unsold at the termination of the
offering covered by the Registration Statement.  A copy of the
filing is available for free at http://is.gd/VYjmix

                          About DynaVox Inc.

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

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

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

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

                        Bankruptcy Warning

"In the event of an acceleration of our obligations and our
failure to pay the amount that would then become due, the holders
of the 2008 Credit Facility could seek to foreclose on our assets,
as a result of which we would likely need to seek protection under
the provisions of the U.S. Bankruptcy Code," the Company said in
its quarterly report for the period ended March 29, 2013.


EASTMAN KODAK: Court Extends Exclusivity to Sept. 19
----------------------------------------------------
U.S. Bankruptcy Judge Allan Gropper extended the exclusive period
during which Eastman Kodak Co. can solicit acceptances for its
Chapter 11 reorganization plan to Sept. 19, 2013.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: Wins Court Approval of Deal with EKRA, Retirees
--------------------------------------------------------------
U.S. Bankruptcy Judge Allan Gropper approved on July 18 an
agreement among Eastman Kodak Co., EKRA Ltd. and a group of
retirees.

The parties signed the agreement to resolve issues raised in a
motion filed by EKRA on April 30 to appoint a committee that will
represent AMR's retired workers.  One of these issues is the
classification of the retirees' claims under the company's global
pension plan, and unfunded retirement plans known as KERIP and
KURIP.

The deal also resolves the parties' disagreement over the
underlying assumptions used by Kodak in calculating the retirees'
claims under those pension plans.  A copy of the agreement is
available for free at http://is.gd/CnLTLf

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: Wins Approval to Reject Contracts with APL, et al.
-----------------------------------------------------------------
U.S. Bankruptcy Judge Allan Gropper authorized Eastman Kodak Co.
on July 18 to reject its contracts with APL Logistics Ltd.,
Presstek Inc. and SIRAS.com Inc.  The contracts are listed at
http://is.gd/iDjxRo

The counterparties to the contracts have 30 days following the
bankruptcy judge's approval to file claims for damages from
rejection of the contracts.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: $49MM Environmental Settlement Blocked
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Eastman Kodak Co.'s $49 million settlement with New
York state to remedy pollution at the company's Rochester
headquarters may have been blocked by federal environmental
regulators.  In the process, the U.S. may have killed an $8.5
million sale of the power plant at the campus known as Eastman
Business Park.

According to the report, under a settlement with New York
environmental regulators, Kodak was to put $49 million into escrow
to remediate pollution.  In return, state officials agreed not to
hold the buyers liable, making the campus marketable.  The deal
required that federal regulators also agree not to bring claims
against buyers.

The report notes that the U.S. Attorney's Office in Manhattan
filed papers on July 16 saying the federal government won't give
the releases.  The next day, Kodak filed papers saying the July 17
hearing for approval of the settlement was being pushed back
"until further notice" and citing the U.S. refusal to give
releases for the adjournment.  "There has not been sufficient
characterization of the nature and extent of contamination" to
insure that $49 million is enough, according to the U.S. attorney.

The report relates that the government said remediation of "river
sediment contamination can be very costly."  Kodak's Chapter 11
plan is up for approval at an Aug. 20 confirmation hearing.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


ECLIPSE AVIATION: Trustee May Recoup $653,323 From Prudential
-------------------------------------------------------------
Bankruptcy Judge Mary F. Walrath ruled that $653,323 of the
$781,702 that Prudential Real Estate and Relocation Services,
Inc., and Prudential Relocation, Inc., received from the estates
of Eclipse Aviation Corporation and Eclipse IRB Sunport, LLC, a
wholly owned subsidiary of Eclipse Aviation, were preferential and
avoidable under section 547(b) of the Bankruptcy Code.  Jeoffrey
L. Burtch, the chapter 7 trustee of the Debtors, sued Prudential.

Prudential provides relocation benefits to its clients' employees.
Beginning in 2001, Prudential began providing relocation benefits
to Eclipse's employees.

The case is, JEOFFREY L. BURTCH, CHAPTER 7 TRUSTEE, Plaintiff, v.
PRUDENTIAL REAL ESTATE AND RELOCATION SERVICES, INC., AND
PRUDENTIAL RELOCATION, INC., Defendants, Adv. Proc. No. 10-55543
(Bankr. D. Del.).  A copy of the Court's July 17, 2013 Opinion is
available at http://is.gd/hnaBcWfrom Leagle.com.

                      About Eclipse Aviation

Albuquerque, New Mexico-based Eclipse Aviation Corporation --
http://www.eclipseaviation.com/-- manufactured six-passenger
planes powered by two Pratt & Whitney turbofan engines.  The
Company and Eclipse IRB Sunport, LLC sought chapter 11
protection (Bankr. D. Del. Case No. 08-13031) on Nov. 25, 2008,
represented by lawyers at Allen & Overy LLP, and estimating
assets of less than $500 $500 million and debts of more than
$1 billion.

The Debtor sought to sell all of its assets pursuant to proposed
bid procedures.  The Court approved the bid procedures, with
substantial modification, on Dec. 23, 2008.  On Jan. 15, 2009,
Over and Out, Inc., and other customers, commenced an adversary
proceeding (Bankr. D. Del. Adv. Pro. No. 09-50029) asserting that
the Debtor breached its Aircraft Deposit Agreements, converted
their deposits, and breached its fiduciary duty.  On Jan. 23,
2009, the Court entered an order authorizing the sale of
substantially all of the Debtor's assets to EclipseJet Aviation
International, Inc., finding it had presented the highest and best
offer.  In conjunction with that sale, the Court directed that
$3.2 million of the sale proceeds be set held in escrow pending
resolution of the adversary proceeding.  Despite approval, the
sale to EclipseJet was never consummated.

As a result, on Mar. 5, 2009, the case was converted to a chapter
7 liquidation proceeding and Jeoffrey L. Burtch was appointed
trustee.  The Trustee renewed efforts to sell the Debtor's assets.
On Aug. 28, 2009, the Court authorized the Trustee to sell the
Debtor's assets to Eclipse Aerospace, Inc., for $20 million in
cash and a $20 million note.  Once again, as a result of the
Customers' objection to the sale, the Court directed that $3.2
million of the sale proceeds be set aside pending resolution of
the adversary proceeding.  The sale to Eclipse Aerospace, Inc.,
closed on Sept. 4, 2009.

Following the sale, the Debtors change their names to AE
Liquidation, Inc., for Eclipse Aviation Corporation) and EIRB
Liquidation, Inc., for Eclipse IRB Sunport, LLC).


EMMONS-SHEEPSHEAD: 2nd Amended Plan Confirmed
---------------------------------------------
Judge Elizabeth S. Stong of the U.S. Bankruptcy Court for the
Eastern District of New York has confirmed Emmons-Sheephead Bay
Development, LLC's second amended plan of reorganization, as
amended during the hearing held on June 27, 2013.

The Plan is amended to provide that, in consideration for the
treatment contained in the Plan, and upon receipt by SDF 17 Emmons
LLC of no less than $22,000,000 of net proceeds from the sale of
units, SDF will release Jacob Pinson's personal guarantee of the
SDF loan its mortgage on Jacob Pinson's personal residence.  The
Plan modification was consented to by Jacob Pinson, the managing
member of Yachad Enterprises, LLC, the managing member of the
Debtor.

                         About the Debtor

Emmons-Sheepshead Bay Development LLC, the owner of 49 unsold
condominium units on Emmons Avenue in Brooklyn, filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 12-46321) on Aug. 30, 2012, in
Brooklyn.  The Debtor said the property is worth $14 million.  It
has $32.6 million in total liabilities, including $31 million owed
to TD Bank N.A., which is secured by first, second and third
priority liens on the property.

Judge Elizabeth S. Stong presides over the case.  Arnold Mitchell
Greene, Esq., at Robinson Brog Leinwand Greene et al., serves as
the Debtor's counsel.  The petition was signed by Jacob Pinson,
managing member, Yachad Enterprises, LLC.


EXCEL MARITIME: DRC Retained as Claims & Noticing Agent
-------------------------------------------------------
Donlin, Recano & Company, Inc. on July 15 disclosed that it has
been retained to provide claims and noticing agent services in the
Excel Maritime Carriers Ltd. Chapter 11 cases.

Excel Maritime Carriers, Ltd. filed Chapter 11 petitions in the
United States Bankruptcy Court for the Southern District of New
York on July 1, 2013.  Based in Greece, Excel Maritime is one of
the leading global shipping companies with assets exceeding $1.0
billion.  Excel Maritime is among the ten largest Chapter 11 cases
filed to date in 2013.

Counsel for the debtor is Skadden, Arps, Slate, Meagher & Flom
LLP, New York, New York.

Case information can be found by visiting DRC's website at
http://www.donlinrecano.org/cl/home?dataDir=em

                       About Donlin Recano

Donlin Recano -- http://www.donlinrecano.com-- is a division of
DF King Worldwide and a provider of claims, noticing, balloting,
solicitation and technology solutions.

                      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.

A five-member official committee of unsecured creditors was
appointed by the U.S. Trustee.


EXIDE TECHNOLOGIES: Taps KPMG LLP to Provide Auditing Services
--------------------------------------------------------------
Exide Technologies asks the U.S. Bankruptcy Court for the District
of Delaware for permission to employ KPMG LLP as auditor.

KPMG will provide audit services, but not limited to:

   i. auditing the Debtor's consolidated financial statements
      and internal control over financial reporting;

  ii. issuing reports on: (a) consolidated financial statements
      of the Debtor; (b) schedule supporting such financial
      statements; and (c) effectiveness of internal control
      over financial reporting.

iii. review the Debtor's condensed consolidated balance sheets
      and related condensed consolidated statements of operations,
      stockholders' equity and cash flows for the quarterly and
      year-to-date periods to be included in quarterly reports.

The majority of fees to be charged in this engagement reflects a
reduction of approximately 35% from KPMG's normal and customary
rates, depending on the types of services to be rendered.

The hourly rates of KPMG's personnel are:

         Partners                   $505 - $776
         Managing Directors         $595 - $714
         Senior Managers/Directors  $451 - $685
         Managers                   $379 - $469
         Senior Associates          $307 - $379
         Associates                 $144 - $216

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

                     About Exide Technologies

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

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

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

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

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

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

Robert A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven creditors to serve in the Official Committee of Unsecured
Creditors in the Debtor's case.


EXIDE TECHNOLOGIES: Hiring Lazard Freres as Investment Banker
-------------------------------------------------------------
Exide Technologies asks the U.S. Bankruptcy Court for the District
of Delaware for permission to employ Lazard Freres & Co. LLC as
investment banker.

Lazard will, among other things:

   a. review and analyze the Company's business, operations,
      financial condition and financial projections;

   b. evaluate the Company's potential debt capacity in light
      of its projected cash flows; and

   c. assist in the determination of a capital structure for
      the Company.

The summary of the fee and expense structure includes:

   a. A monthly fee of $150,000.

   b. Convertible Note Exchange Fee: upon consummation of any
      Convertible Note Exchange, 1.75% of the aggregate face
      value of any Existing Convertible Notes involved in any
      Convertible Note Exchange; provided however that the
      Convertible Note Exchange Fee will be reduced to 1.5% upon
      a Financing Fee becoming payable, whether prior to or
      following the consummation of a Convertible Note Exchange.

   c. Restructuring Fee of $4,000,000 payable upon the
      consummation of a restructuring that cannot be categorized
      as solely a Convertible Note Exchange or a Financing Fee
      or a Minority Sale Transaction.

   d. Majority Sale Transaction Fee: an amount equal to the
      greater of (a) the fee calculated based on the Aggregate
      Consideration, or (b) the restructuring fee, upon the
      consummation of a Majority Sale Transaction.

  Aggregate Consideration ($ in millions)    Incremental Fee%
  ---------------------------------------    ----------------
               $0 -  $25                             2.50%
              $25 -  $50                             2.20%
              $50 - $100                             1.75%
             $100 - $200                             1.30%
             $200 - $300                             1.10%
             $300 - $400                             1.00%
             $400 - $500                             0.90%
             $500 - $600                             0.86%
             $600 - $700                             0.82%
             $700 - $800                             0.78%
             $800 - $900                             0.74%
                $900+                                0.70%

   e. Minority Sale Transaction Fee: an amount based on the
      aggregate consideration, subject to certain exceptions.

   f. Financing Fee: 1.50% of the aggregate gross proceeds
      raised in a Financing upon consummation of a Financing,
      except with respect to any Financing provided or arranged
      by Elliot Management or its affiliates, provided that
      Lazard will be entitled to a reduced Financing Fee of
      1.0% of such Financing provided or arranged by Elliot
      Management or its affiliates in the event that Lazard
      provides assistance to the Company in connection therewith.

   g. Expenses.

   h. All monthly fees payable prior to payment of Convertible
      Note Exchange Fee or a Financing Fee will be fully credited
      against such fee.  In addition, 50% of any monthly fee
      payable after seven months of the engagement will be
      credited against any Restructuring Fee or Majority Sale
      Transaction Fee.

   i. Notwithstanding anything else contained in the Engagement
      Letter, in no way will the total fees payable by the Company
      pursuant to the Engagement Letter exceed $10,000,000 in the
      aggregate regardless of the type and number of transactions
      consummated.

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

                     About Exide Technologies

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

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

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

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

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

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

Robert A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven creditors to serve in the Official Committee of Unsecured
Creditors in the Debtor's case.


EXIDE TECHNOLOGIES: Skadden Arps Being Retained as Bankr. Counsel
-----------------------------------------------------------------
Exide Technologies asks the U.S. Bankruptcy Court for the District
of Delaware for permission to employ Skadden, Arps, Slate, Meagher
& Flom LLP and its affiliated law practice entities as bankruptcy
counsel.

The hourly rates of Skadden's personnel are:

         Partners                      $840 - $1,220
         Counsel                       $845 -   $930
         Associates                    $365 -   $795
         Legal Assistants and
           Support Staff               $195 -   $325

The Debtor paid a retainer amount of $1 million for professional
services rendered or to be rendered and expenses incurred or to be
incurred by Skadden on behalf of the Debtor, with the
understanding that any amount remaining after payment of
prepetition fees and expenses would be held by Skadden as a
retainer.  The Debtor supplemented the retainer in the amount of
$200,000 on June 7, 2013.

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

                     About Exide Technologies

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

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

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

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

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

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

Robert A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven creditors to serve in the Official Committee of Unsecured
Creditors in the Debtor's case.


EXIDE TECHNOLOGIES: Pachulski Stang Tapped as Conflicts Counsel
---------------------------------------------------------------
Exide Technologies, which is seeking to employ Pachulski Stang
Ziehl & Jones LLP as special conflicts counsel, disclosed the
terms of the firm's employment.  The firm's hourly rates are:

         Partners               $575 - $995
         Of Counsel Members     $475 - $875
         Associates             $425 - $555
         Paraprofessional       $195 - $295

Pachulski received a retainer in the amount of $50,000.

Laura Davis Jones, Esq., a partner at Pachulski, assures the Court
that her firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

As reported by the Troubled Company Reporter on July 16, 2013, the
Debtor received the green light from the Court to employ Pachulski
as special conflicts counsel with regard to certain litigation
matters and to provide all other necessary legal services as
requested by the Debtor or its counsel.

                     About Exide Technologies

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

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

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

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

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

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

Robert A. DeAngelis, the U.S. Trustee for Region 3, appointed
seven creditors to serve in the Official Committee of Unsecured
Creditors in the Debtor's case.


FLC HOLDING: Chicago's PNA Bank Auction Scheduled for Aug. 19
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that FLC Holding Co., the owner of the two-branch PNA
Bank, will determine at an Aug. 19 auction whether there's a
better bid than the $500,000 cash from First American Bank Corp.

According to the report, competing bids are due Aug. 14 under sale
procedures approved by the court last week.  A hearing for sale
approval is set for Aug. 20.  The bank is "virtually assured" of
being taken over by regulators unless it's sold, according to a
court filing.

The report notes that FLC is owned by the Polish National Alliance
of the U.S. of North America, a fraternal benefit society.  The
bank made residential mortgage loans on properties near the
branches in Chicago and Niles, Illinois.  The bank incurred losses
every quarter since September 2009.

FLC Holding Company filed a Chapter 11 petition (Bankr. N.D. Ill.
Case No. 13-24125) on June 11, 2013.  Chad H. Gettleman, Esq., at
Adelman & Gettleman, Ltd., in Chicago, serves as counsel.
The Debtor estimated assets of $500,001 to $1 million and debts of
$1 million to $10 million.


FREESEAS INC: Issues 625,000 Add'l Settlement Shares to Hanover
---------------------------------------------------------------
FreeSeas Inc. issued to Hanover Holdings I, LLC, 625,000
additional settlement shares pursuant to the terms of the
settlement agreement approved by the Supreme Court of the State of
New York, County of New York, on June 25, 2013.

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

Pursuant to the terms of the Settlement Agreement approved by the
Order, on June 26, 2013, the Company issued and delivered to
Hanover 890,000 shares of the Company's common stock, $0.001 par
value, and between July 2, 2013, and July 15, 2013, the Company
issued and delivered to Hanover an aggregate of 2,558,000
Additional Settlement Shares

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

                        http://is.gd/TkkqvV

                         About FreeSeas Inc.

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

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

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

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements.  It has also failed to make required payments to
Deutsche Bank Nederland as agreed to in its Sept. 7, 2012,
amended and restated facility agreement and received notices of
default from First Business Bank.  Furthermore, the vast majority
of the Company's assets are considered to be highly illiquid and
if the Company were forced to liquidate, the amount realized by
the Company could be substantially lower that the carrying value
of these assets.  These conditions, among others, raise
substantial doubt about the Company's ability to continue as a
going concern.


GATZ PROPERTIES: Seeks 60 More Days to File Plan
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that with the $6 million sale of the Long Island National
Golf Course in Riverhead, New York, scheduled for completion this
week, the seller of the property filed papers for a two-month
expansion of the exclusive right to file a liquidating Chapter
11 plan.  Gatz Properties LLC, the seller, said it will use the
next 60 days to determine whether a plan can be structured around
a liquidating trust to prosecute a pending malpractice suit
against a law firm.

According to the report, the suit is the most significant
remaining asset, according to a court filing.  If more time is
granted at an Aug. 12 hearing, the end of the exclusivity period
will be pushed out to Sept. 18.  The buyer of the course is Golf
Riverhead LLC.  There were no competing bids at auction.

                       About Gatz Properties

Gatz Properties LLC filed a Chapter 11 petition (Bankr. E.D.N.Y.
Case No. 12-74493) on July 20, 2012, in Central Islip, New York.
The Company scheduled $7,877,511 in assets and $7,892,130 in
liabilities.  Bankruptcy Judge Alan S. Trust oversees the Debtor's
case.  Salvatore LaMonica, Esq., at LaMonica Herbst and
Maniscalco, in Wantagh, New York, serves as counsel.


GETTY PETROLEUM: Lukoil Paying $93 Million to Settle Suit
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of Getty Petroleum Marketing Inc. will have
a payday thanks to a $93 million settlement to be paid by former
owner Lukoil Americas Corp.

According to the report, Getty Petroleum's liquidating Chapter 11
plan was approved in August 2012 using the cramdown process
because the class of $240 million in unsecured creditors voted
against the proposal.  The disclosure statement told unsecured
creditors they could expect to recover nothing to a maximum of
28.5 percent, depending on the outcome of lawsuits.  In a class by
itself, Getty Properties had the largest claim of $242 million,
including a $10.5 million priority claim to be paid in full.
Unsecured claims could total as much as $650 million, according to
the disclosure statement.  The plan created a creditors' trust to
pursue a lawsuit against Lukoil.

The report discloses that Getty Petroleum claims it discovered
environmental contamination at leased gas stations after it
acquired the business in February 2011 from Lukoil.  The Lukoil
trial began in May in U.S. Bankruptcy Court in New York.  The
settlement goes before the bankruptcy court for approval at a
July 29 hearing.

The lawsuit being settled is Getty Petroleum Marketing Inc.
v. Lukoil Americas Corp. (In re Getty Petroleum Corp.), 11-bk-
02941 and 11-bk-02942, U.S. Bankruptcy Court, Southern District
of New York (Manhattan).

                       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: Casino Magnate's Claims on 'Girls Gone Wild' Validated
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Stephen Wynn, chairman of casino operator Wynn
Resorts Ltd., and Wynn Las Vegas LLC will be the largest creditors
of the maker of the "Girls Gone Wild" video series as the result
of a settlement with the bankruptcy trustee.

According to the report, the casino magnate and his company won
$31 million in judgments against Joe Francis, the founder of the
"Girls Gone Wild" franchise.  Before the company filed for Chapter
11 protection in February, Wynn had a lawsuit pending to declare
that Francis used the company as his alter ego.  If Wynn succeeded
in the lawsuit, which was transferred to bankruptcy court, the
company's trustee R. Todd Neilson said the casinos' claims "would
dwarf and significantly dilute all other claims against the
estates."

The report notes that Mr. Francis contended he wasn't a company
officer and had no ownership interest.  Mr. Neilson was appointed
trustee following allegations that the company was paying
Francis's personal expenses.  Mr. Neilson reached a settlement
this week whereby 90 percent of Wynn's claims will be valid
against the bankrupt company.  As a concession, Wynn agreed that
the first $400,000 will be distributed to other creditors.  The
settlement is scheduled for approval at an Aug. 7 hearing in U.S.
Bankruptcy Court in Los Angeles.

                         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.


HD SUPPLY: Extends $1.5-Billion Credit Facility Until June 2018
---------------------------------------------------------------
HD Supply, Inc., entered into Amendment No. 1 to its existing ABL
Credit Agreement, dated as of April 12, 2012, in the aggregate
principal amount of $1,500,000,000.  General Electric Capital
Corporation serves as administrative agent and U.S. ABL collateral
agent, and GE Canada Finance Holding Company, as Canadian agent
and Canadian collateral agent under the Credit Agreement.

The Amendment (i) reduced the applicable margin for borrowings
under the ABL Facility by 0.25 percent; (ii) reduced the
commitment fee; (iii) extended the maturity date of the ABL
Facility until June 28, 2018; (iv) made certain changes to the
borrowing base and (v) reduced the sublimit available for letters
of credit under the ABL Facility from $400 million to $250
million.

                           About HD Supply

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

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

                           *     *     *

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

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


HEALTH MANAGEMENT: Fitch Puts 'BB-' IDR on Rating Watch Negative
----------------------------------------------------------------
Fitch Ratings has placed Health Management Associates, Inc.'s
(Health Management) ratings, including the 'BB-' Issuer Default
Rating (IDR), on Rating Watch Negative. The ratings apply to
approximately $3.5 billion of debt at March 31, 2013.

KEY RATING DRIVERS:

The Rating Watch Negative reflects Fitch's belief that there is a
heightened near-term probability of negative changes to Health
Management's capital structure as well as operating trend concerns
that could materially influence the credit profile. The following
factors support this expectation:

-- Health Management has been contending with poor organic
   operating trends in its largest hospital markets in the
   southeastern U.S. Organic patient volume trends have lagged
   the industry for the last five quarters. In addition, the
   company is facing regulatory challenges from DOJ and SEC
   investigations.

-- Glenview Capital Management, LLC, (Glenview) the company's
   largest shareholder, has submitted a proxy proposal to Health
   Management's shareholders, seeking to replace the company's
   Board of Directors with a slate selected by Glenview.

-- Health Management's CEO has announced plans to retire this
   summer and the company is conducting a CEO search. In addition,
   the company has hired outside advisors to conduct a strategic
   review of the business.

GLENVIEW PROXY SOLICITATION AND STRATEGIC REVIEW RAISE POTENTIAL
FOR CHANGES TO CAPITAL STRUCTURE:

Glenview has filed a consent solicitation with the SEC asking
Health Management's shareholders to vote on proposals including
the complete replacement of the sitting Board of Directors with a
slate of nine replacement directors selected by Glenview. Close of
business on July 18, 2013 is the date of record for stockholders
entitled to vote on Glenview's proposals, which will become
effective if approved by a majority of shareholders within 60 days
of the first consent form delivered to the company after the date
of record. Glenview owns 14.6% of Health Management shares, so at
least another 35.4% of outstanding shares must vote in favor for
the approval of the proposals.

Glenview has several points of contention with Health Management's
management and strategic direction, which the shareholder believes
contributed to industry lagging equity returns in recent periods.
While Glenview has not outlined specific plans for changes to the
business, it has indicated that it would bring in a management
consultant to assist in assessing options should the proposals
gain approval. In addition, Glenview has stated that while it does
not know if a sale of the company is in the best interest of
shareholders, it is one possibility to consider.

A sale of the company is a potential outcome that would pressure
Health Management's credit profile, likely resulting in a
downgrade of the ratings. However, Fitch notes there are some
obvious impediments to a transaction. The stock price is up
significantly since early May likely based on rumors of a buy-out,
making a high hurdle, particularly for a financial buyer.
Furthermore, Health Management has ongoing regulatory
investigations with both the DOJ and the SEC, which could be a
disincentive for a potential acquirer.

The Negative Watch also reflects the near-term potential for
management distraction and operating disruptions, particularly
since the hospital industry is preparing for the implementation of
the insurance expansion elements of the Affordable Care Act in
2014. Health Management's CEO announced his retirement later this
summer and the company has hired advisors to conduct a strategic
review of the business. Regardless of the outcome of Glenview's
proxy solicitation, a more constructive approach to the company's
operating challenges, including industry lagging organic growth
and the regulatory investigations, would be supportive of the
credit profile over the longer term.

BONDHOLDERS PROTECTED BY DEBT AGREEMENT LIMITS ON RESTRICTED
PAYMENTS:

Fitch notes that Health Management's ability to increase share-
friendly capital deployment is limited by the debt agreements. The
2020 notes indenture is the most restrictive in this regard. A
covenant limits restricted payments, including dividends and share
repurchases, to a basket equal to 50% of net income building from
the fourth quarter of 2011 (4Q'11) plus a carve-out of $125
million. Based on the covenant calculation, Fitch estimates Health
Management had about $235 million of restricted payments capacity
at March 31, 2013. If the company were to issue debt to maximize
the restricted payments capacity, it would represent about a 0.3x
increase in debt leverage. This is not enough to cause a downgrade
of the ratings, all else being equal.

Health Management's capital structure includes $2.1 billion bank
term loans, $400 million senior secured notes due 2016, $875
million senior unsecured notes due 2020 and $91 million senior
subordinate convertible notes due 2028. Fitch's interpretation of
the debt agreements is that a change in the board composition as
proposed by Glenview would be a change of control under the bank
agreement, the 2020 notes indenture and the subordinate
convertibles notes indenture.

Under the bank agreement, a change of control is an event of
default and 51% of lenders could require acceleration. A change of
control is not an event of default in either of the 2020 or
subordinate notes indentures, but those agreements do require the
company to offer to repurchase at 101% and 100% of par plus
accrued and unpaid interest for the 2020 unsecured notes and the
subordinated notes, respectively. The 2016 notes indenture does
not include a change of control clause. However, the 2016 notes
have a cross acceleration provision with Health Management's other
debt.

Fitch does not believe that the possibility of a change of control
triggered by a change in the board composition is a significant
factor influencing the credit profile at this point. All series of
the company's notes have recently been trading well above par,
indicating that holders are unlikely to exercise the change of
control put options. In the relatively unlikely event of a put or
acceleration of the debt, Fitch thinks Health Management would
have market access to refinance the debt given the company's solid
operating and financial profile.

RATING SENSITIVITIES:

Fitch expects to resolve the Rating Watch when more information is
available regarding the outcome of the Glenview proxy
solicitation, the company's strategic review and CEO search. In
addition, evidence of a stabilization of the organic volume trend
in the company's 2Q'13 results and any plan by senior management
to address the industry lagging performance and regulatory
investigations will be considered in resolving the Rating Watch.

Maintenance of a 'BB-' IDR for Health Management will require
total debt-to-EBITDA sustained below 4.0x, coupled with a solid
liquidity profile with a free cash flow (FCF) margin sustained
above 3%. At 3.7x total-debt-to-EBITDA at March 31, 2013, Health
Management doesn't have much headroom in the metrics at the 'BB-'
IDR.

A downgrade of the ratings or a Negative Outlook could result from
deterioration in EBITDA or an increase in debt levels because of
more aggressive management of the capital structure. Weak growth
in EBITDA could result from a combination of:

-- Persistently poor organic patient utilization trends in Health
   Management's largest hospital markets in the Southeastern U.S.;

-- Topline headwinds due to reputational issues associated with
   the company's regulatory investigations and margin pressure
   due to increased legal fees and expenses;


-- Operating disruptions or management distraction as a result
   of the Glenview proxy solicitation;

-- Difficulties in integrating recent hospital acquisitions;
   acquired hospitals typically generate very low EBITDA margins
   in the first year post the transaction and can be a drag on FCF
   generation.

DEBT ISSUE RATINGS:

Fitch has placed Health Management's ratings on Negative Watch as
follows:

-- IDR at 'BB-';
-- Senior secured bank facility at 'BB+';
-- Senior secured notes due 2016 at 'BB+';
-- Senior unsecured notes due 2020 at 'BB-';
-- Senior subordinated convertible notes due 2028 at 'B'.


HERCULES OFFSHORE: Closes Sale of 10 Barge Rigs for $35 Million
---------------------------------------------------------------
Hercules Offshore, Inc., previously entered into agreements to
sell 12 of its inland barge rigs for total cash proceeds of
approximately $50 million.  To date, the Company has sold ten of
these barge rigs for cash proceeds of $35 million.  The Company
expects to sell the other two barge rigs under these agreements,
the Hercules 17 and Hercules 27, by the end of the July 2013.

                     July Fleet Status Report

Hercules Offshore posted on its Web site at
www.herculesoffshore.com a report entitled "Hercules Offshore
Fleet Status Report".  The Fleet Status Report includes the
Hercules Offshore Rig Fleet Status (as of July 18, 2013), which
contains information for each of the Company's drilling rigs,
including contract dayrate and duration.  The Fleet Status Report
also includes the Hercules Offshore Liftboat Fleet Status Report,
which contains information by liftboat class for June 2013,
including revenue per day and operating days.  The Fleet Status
Report is available for free at http://is.gd/aTvvJG

                      About Hercules Offshore

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

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

                           *     *     *

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

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


HOLT DEVELOPMENT: Case Summary & 3 Unsecured Creditors
------------------------------------------------------
Debtor: Holt Development Co., LLC
        c/o D. Hiatt Collins
        GULLETT SANFORD ROBINSON & MARTIN, PLLC
        150 3rd Avenue South, Suite 1700
        Nashville, TN 37201
        Tel: (615) 244-4994

Bankruptcy Case No.: 13-06154

Chapter 11 Petition Date: July 16, 2013

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

Judge: Randal S. Mashburn

Debtor's Counsel: G. Rhea Bucy, Esq.
                  GULLETT, SANFORD, ROBINSON & MARTIN, PLLC
                  150 Third Avenue South, Suite 1700
                  Nashville, TN 37201
                  Tel: (615) 244-4994
                  Fax: (615) 256-6339
                  E-mail: Rbucy@GSRM.com

                         - and ?

                  Deaver Hiatt Collins, Esq.
                  GULLETT, SANFORD, ROBINSON & MARTIN, PLLC
                  150 Third Avenue South, Suite 1700
                  Nashville, TN 37201
                  Tel: (615) 244-4994
                  Fax: (615) 256-6339
                  E-mail: hcollins@gsrm.com

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

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

The petition was signed by Dannie R. Holt, chief manager.

Debtor's List of Its Three Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Professional Alarms, Inc.          Sub-contractor          $25,971
225 Tenth Street
Clarksville, TN 37040

U.S. Bank                          Credit Card              $6,635
P.O. Box 790408
Saint Louis, MO 37202-0207

U.S. Bank                          Credit Card              $2,236
P.O. Box 790408
Saint Louis, MO 37202-0207


HRK HOLDINGS: Has Interim Approval to Obtain Additional Loans
-------------------------------------------------------------
HRK Holdings, LLC, and HRK Industries, LLC, received interim
authority from Judge K. Rodney May of the U.S. Bankruptcy Court
for the Middle District of Florida, Tampa Division, to obtain from
Regions Bank, N.A., any remaining funds available under the
existing Operating Line of Credit and to obtain additional funds
under the Operating Line of Credit in the amount of 237,251.

The maturity date under both the Operating Line of Credit and the
Site Work Line of Credit is extended to August 31, 2013.

A hearing on the final approval of the request will be on July 30,
2013, at 3:00 p.m.

                        About HRK Holdings

Based in Palmetto, Florida, HRK Holdings LLC owns roughly 675
contiguous acres of real property in Manatee County, Florida.
Roughly 350 acres of the property accommodates a phosphogypsum
stack system, called Gypstaks, a portion of which was used as an
alternate disposal area for the management of dredge materials
pursuant to a contract with Port Manatee and as authorized under
an administrative agreement with the Florida Department of
Environmental Protection.  The remaining acres of usable land are
either leased to various tenants or available for sale.  HRK
Industries holds various contracts and leases associated with the
Debtors' property.

HRK Holdings and HRK Industries LLC filed for Chapter 11
protection (Bankr. M.D. Fla. Case Nos. 12-09868 and 12-09869) on
June 27, 2012.  Judge K. Rodney May oversees the case.  Barbara A.
Hart, Esq., at Stichter, Riedel, Blain & Prosser, P.A., represents
the Debtors.

HRK Holdings disclosed $33,366,529 in assets and $26,092,559
in liabilities in its revised schedules.

According to the Debtors, the bankruptcy filing was necessitated
by the immediate need to sell a portion of the remaining property
to create liquidity for (a) funding the urgent management of the
site-related environmental concerns; the benefit of creditors;
funding a litigation filed by the Debtors; and funding of expenses
related to additional sales of the remaining property.


ID PERFUMES: To Acquire All Membership Interest of Gigantic
-----------------------------------------------------------
ID Perfumes, Inc., entered into a Membership Interest and Exchange
Agreement with Gigantic Parfums LLC and its members on July 11,
2013.  The Purchase Agreement provides in part for ID Perfumes to
acquire all of the issued and outstanding membership interests of
Gigantic in exchange for the issuance of 253,125 shares of common
stock of ID Perfumes.  Upon execution of the Agreement,  holders
of approximately 97 percent of the outstanding membership
interests of Gigantic approved the transaction.  A total of 8,334
shares of ID Perfumes will be reserved for issuance to those
members of Gigantic who have not consented to the Purchase
Agreement as of the execution date.

IZJD Corp. owns approximately 92.6 percent of the outstanding
membership interests of Gigantic.  Isaac Lekach is an officer and
shareholder of IZJD Corp, serves as the chief executive officer
and managing member of Gigantic and serves as the president of ID
Perfumes.  Rudford Hamon owns approximately 4.1 percent of
Gigantic's outstanding membership interests.  Mr. Rudford Hamon is
the president of Gigantic and serves as the Company's chief
operating officer and executive vice president.  Approximately 3.3
percent of Gigantic's outstanding membership interests are  owned
by third party non-affiliate members.  Ilia Lekach, the Company's
chief executive officer is also a shareholder of IZJD.  Mr. Lekach
owns 39.2 percent of the Company's issued and outstanding shares
of common stock and Isaac Lekach owns approximately 32.2 percent
of ID's common stock.

As a result of the transaction with Gigantic, Mr. Isaac Lekach,
either individually or through IZJD will be issued an additional
234,374 shares of the Company's common stock and Mr. Rudford Hamon
will be issued 10,417 shares of common stock.  Mr. Isaac Lekach
and Mr. Ilia Lekach, either directly or indirectly will own
3,162,766 shares of the Company's common stock representing
approximately 77 percent of the Company's issued and outstanding
shares of common stock.

The Purchase Agreement closed on execution.  However, Gigantic is
required to comply with certain conditions following closing.
Within 75 days following closing, Gigantic must deliver to ID
Perfumes the Gigantic audited financial statements.  If Gigantic
cannot deliver the required financial statements, ID Perfumes
reserves the right to rescind the Purchase Agreement in its sole
and absolute discretion.

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

                       http://is.gd/4QhDpB

                         About ID Perfumes

ID Perfumes, Inc., manufactures, markets, and distributes
fragrances and fragrance related products.  The company produces
and distributes its fragrance products under license agreements
with Selena Gomez and Adam Levine.  ID Perfumes, Inc., sells it
products to department stores, perfumeries, specialty retailers,
mass-market retailers, and the United States and international
wholesalers and distributors.  It primarily has operations in the
United States, Latin America, and Canada.  The company was
formerly known as Adrenalina and changed its name to ID Perfumes,
Inc., in February 2013. ID Perfumes, Inc., was founded in 2004 and
is headquartered in Hallandale Beach, Florida.

Goldstein Schechter Koch, P.A., in Coral Gables, Florida,
expressed substantial doubt about Adrenalina's ability to continue
as a going concern.  The independent auditors noted that the
Company incurred a net loss of approximately $12,000,000 and
$5,300,000 in 2008 and 2007.  Additionally, the Company has an
accumulated deficit of approximately $20,900,000 and $8,908,000 at
Dec. 31, 2008, and 2007, and is currently unable to generate
sufficient cash flow to fund current operations.

The Company reported a net loss of $12.01 million in 2008,
compared with a net loss of $5.26 million in 2007.

The Company's balance sheet at March 31, 2013, showed $2.42
million in total assets, $15.56 million in total liabilities, all
current, and a $13.14 million total shareholders' deficiency.


INFUSYSTEM HOLDINGS: Meson Submits $2 Apiece Preliminary Proposal
-----------------------------------------------------------------
Ryan J. Morris, the executive chairman of the Board of InfuSystem
Holdings, Inc., sent a letter on behalf of Meson LP to the Special
Committee of the Board indicating MASON LP's interest to acquire
the Company for between $1.85 and $2.00 per Share in cash,
representing a 28 percent to 39 percent premium to the volume-
weighted 30 day average closing price of the Shares prior to the
May 13 letter setting forth Meson LP's initial indication of
interest.  Meson LP believes such a transaction represents the
best means for shareholders to obtain liquidity for their Shares
while maximizing the value of their Shares at a premium.

In the letter, Meson LP said that the Company's growth
opportunities present material upside for the Company; however,
each of these opportunities is currently pre-revenue and will
require significant investments of both time and capital.  In
addition, Mason LP stated the Company faces risks posed by CMS
competitive bidding which is legally mandated to have a nation-
wide penetration by Jan. 1, 2016.  Meson LP expressed its belief
that the implied LTM valuation pro forma for:

   (1) full implementation of the cost reductions currently
       implemented and planned;

   (2) elimination of all public reporting costs; and

   (3) adjusting for the estimated price reductions related to CMS
       competitive bidding, suggest transaction multiples of
       approximately 7x EBITDA and 15x EBITDA-Capex.

Meson LP also believes it is not in the best interest of
shareholders for the Company to continue as a public company.

"Given the disproportionate burden of public company reporting
(both financial and in terms of management resources), Meson LP
believes it is optimal to face the coming reimbursement changes
and the business risks associated therewith as a privately held
corporation in order to eliminate the public company requirements
as well as to afford the Issuer greater financial flexibility in
both the short term and the longer term," Meson LP stated in the
letter.

Mr. Morris and his affiliates disclosed that as of July 17, 2013,
they beneficially owned 1,795,876 shares of common stock of
InfuSystem Holdings, Inc., representing 8.1 percent of the shares
outstanding.

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

                        http://is.gd/tYDwa3

                     About InfuSystem Holdings

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

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


INTRAOP MEDICAL: First Hand to Pay $15MM, Provide $1.5MM Loan
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that IntraOp Medical Corp. filed a petition for Chapter 11
protection with a contract to sell the business to Firsthand
Technology Value Fund Inc. largely in exchange for debt.

The company's liabilities include $13.4 million on secured
convertible notes mostly held by insiders and Lacuna LLC, the
largest shareholder.  There is also about $5 million owing on
revolving credit and factoring facilities.

The report discloses that Firsthand is purchasing the convertible
notes from the current owners.  To buy the business, it will pay
$15 million, representing an exchange for debt on the notes,
assumed liabilities and $500,000 cash.  Firsthand will also
provide a $1.5 million loan to finance the bankruptcy.

                       About IntraOp Medical

Headquartered in Sunnyvale, California, IntraOp Medical Corp.
(OTC BB: IOPM) -- http://www.intraopmedical.com/-- develops,
manufactures, markets, distributes and services Mobetron, a
proprietary mobile electron-beam cancer treatment system designed
for use in intraoperative electron-beam radiation therapy, or
IOERT.

IntraOp Medical Corp. filed a petition for Chapter 11 protection
(Bankr. N.D. Cal. Case No. 13-bk-53791) on July 15 in San Jose,
California.

Revenue for the September 2012 fiscal year was $13.2 million.  The
IntraOp device delivers radiation during surgery to cancerous
tissue while shielding healthy tissue.


JACUZZI BRANDS: S&P Lowers Corporate Credit Rating to 'SD'
----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Chino, Calif.-based bath and spa manufacturer
Jacuzzi Brands Corp. to 'SD' (selective default) from 'CCC'.  At
the same time, S&P lowered the issue rating on the company's
$195 million senior secured credit facilities to 'D' from 'CCC-',
reflecting the exchange of debt into an equity interest.

Subsequently, S&P will withdraw this issue-level rating since the
debt has been cancelled.

The rating action follows Jacuzzi Brands' announcement that it
closed on an equity investment and recapitalization transaction
that eliminated about $124 million of debt.  Three sponsors, which
are also debtholders, will receive an equity interest in the
company in exchange for their debt.

"Standard & Poor's views the exchange as tantamount to default,
given Jacuzzi Brands' stressed and highly leveraged financial risk
profile and the company's ability to service its debt obligations
in the near-term had the debt remained in place," said Standard &
Poor's credit analyst Maurice Austin.

S&P expects to reassess the corporate credit rating on Jacuzzi
Brands in the near future.  S&P's analysis will reflect the
reduction in the company's debt, an improved liquidity position,
and S&P's assessment of continued improvement in the housing
market, including residential remodeling construction, which
should lead to stronger demand for the company's discretionary
bath and spa products.  At the current time, S&P do not expect the
company's corporate credit rating to be higher than 'B-' given its
view that the company's business risk will still be "vulnerable"
and its financial risk "highly leveraged".


JAG CONSTRUCTION: J&B Boat Rental Allowed $48,046 in Claims
-----------------------------------------------------------
JAG Construction Services, Inc., won partial victory in its
challenge to J&B Boat Rental, LLC's proof of claim.  Bankruptcy
Judge Robert Summerhays allowed J&B's claim in the amount of
$48,046.86 against JAG.  In all other respects, J&B's claim is
disallowed.

JAG was a sub-contractor on the Morganza Gulf Hurricane Protection
Project and, in that role, contracted with various parties to
provide barges, tugboats, and other equipment and services to the
project.  On May 1, 2011, JAG and J&B entered into an oral
agreement to provide tugboat services in connection with the
Morganza Project. It is undisputed that J&B provided a tugboat and
crew to JAG for approximately 13 days from May 12, 2011, through
July 28, 2011 pursuant to this agreement.  However, the parties
dispute how J&B was to be compensated.

J&B filed a collection suit in the Eastern District of Louisiana
under the Miller Act, 40 U.S.C. Sec. 3133. This suit was stayed
when JAG filed for relief under Chapter 11.  J&B filed a proof
claim and an amended claim asserting a claim for $66,300.00 for
the June 6, 2011 and August 3, 2011 invoices.

A copy of the Court's July 16, 2013 Memorandum Ruling is available
at http://is.gd/qVg7mPfrom Leagle.com.

JAG Construction Services, Inc., filed a Chapter 11 petition
(Bankr. W.D. La. Case No. 12-51014) on Aug. 13, 2012, listing
under $1 million in both assets and debts.  A copy of the petition
is available at http://bankrupt.com/misc/lawb12-51014.pdf The
Debtor is represented by Adam G. Young, Esq. --
adam@adamyounglaw.com


JEDD LLC: Court Continues Hearing on Plan Confirmation to Aug. 19
-----------------------------------------------------------------
The U.S. Bankruptcy for the Middle District of Tennessee continued
the hearing to consider the confirmation of JEDD, LLC's Chapter 11
Plan to Aug. 19, 2013, at 9:30 a.m.

As reported in the TCR on Oct. 26, 2012, according to the
explanatory disclosure statement, the Debtor will surrender or
release collateral to each of its four secured creditors, and
distribution of proceeds from the liquidation to priority
claimants and then to non-insider creditors.  The Debtor will
transfer by deeds its parcels of real property to the secured
creditors -- Clayton Bank and Trust, Peoples Bank and Trust Co.,
Progressive Savings Bank, and Union Bank -- not later than 18
months after the effective date.  Under the Plan, only the
scheduled non-insider unsecured creditors, who hold total claims
of $306,105, would share any funds remaining after the
administrative and priority claims totaling $143,727 are paid.
Membership interests in the Debtor will be terminated.

A copy of the Amendment to the Plan is available for free at
http://bankrupt.com/misc/JEDD_LLC_ds_amendment.pdf

A copy of the ORIGINAL Disclosure Statement is available for free
at http://bankrupt.com/misc/Jedd_LLC_DS_101812.pdf

                          About JEDD LLC

JEDD, LLC, filed a bare-bones Chapter 11 petition (Bankr. M.D.
Tenn. Case No. 12-05701) on June 20, 2012, in Cookeville,
Tennessee.  JEDD is generally in the business of developing,
marketing and selling real estate in the Big South Fork area near
Jamestown, Tennessee.  According to http://www.tnrecprop.com/,
JEDD has activity and developments in Fentress County, including
Flat Rock Reserve, Nichol Creek FARMS, Fortune 7 Homes, Island in
the Sky, Concierge Services, Hunter's Ridge, River Park and Clear
Fork.

JEDD has filed schedules disclosing $13,377,782 in total assets
and $13,694,539 in total liabilities.

Paul "Doug" Gates, a co-founder and VP of operations, signed the
Chapter 11 petition.  Mr. Gates is also the CEO of Fortune 7 Inc.,
owner and operator of three engineering firms specializing in
electrical, microwave and construction engineering.

Judge Keith M. Lundin oversees the case.  Lawyers at Gullett
Sanford Robinson & Martin, PLLC, serve as the Debtor's counsel.


JERRY'S NUGGET: Court Sets Aug. 26 Plan Confirmation Hearing
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada approved on
June 28, 2013, the amended disclosure statement describing Jerry's
Nugget, Inc., and Spartan Gaming, LLC's Joint Plan of
Reorganization, filed May 8, 2013.

The hearing to confirm the Plan is scheduled on Aug. 26, 2013, at
9:30 a.m.

As reported in the TCR on June 13, 2013, the Debtors' Plan
generally provides for the repayment of claims against the Debtors
as: (i) allowed secured claims will be paid in full with interest;
(ii) allowed priority claims will be paid in full with interests;
(iii) allowed administrative convenience claims will be paid in
full; and (iv) allowed general unsecured claims will be paid their
pro rata portion of $2,500,000, which will be funded by Debtors'
ongoing operations and the $400,000 or greater contribution from
the Stamis Trusts.  Existing Equity Securities in JNI and Spartan
Gaming will be canceled and 100 percent of the Reorganized
Debtors' stock and membership issued to the Stamis Trusts.

On the substantial consummation date, the Stamis Trusts will
contribute $400,000, which money will be used by Reorganized
Debtors to fund the distributions required under the Plan.  Upon
the written request of Reorganized Debtors after the substantial
consummation date, the Stamis Trusts will additionally contribute
others funds as are necessary for Reorganized Debtors to timely
tender the distributions contemplated by the Plan.

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

             About Jerry's Nugget and Spartan Gaming

Jerry's Nugget Inc., operates Jerry's Nugget, a casino consisting
of approximately 87,187 square feet of building area and 24,511
square fee of casino floor space with approximately 630 slot and
video poker machines and 9 table games.  Jerry's Nugget also
contains a sports book, a keno area and a small live pit.

Jerry's Nugget Inc. and affiliate Spartan Gaming LLC sought
Chapter 11 protection (Bankr. D. Nev. Lead Case No. 12-19387) in
Las Vegas, Vegas, on Aug. 13, 2012.  Jerry's Nugget, owned by the
Stamis family, has a 9.1-acre casino property in North Las Vegas.
The property consists of 87,187 square feet of building area and
24,511 square feet of casino floor space, with 630 slot and video
poker machines and 9 table games.  Jerry's Nugget also contains a
sports book, a keno area, and a small live pit.  There are two
restaurants the Uncle Angelo's Pizza Joint and Jerry's Famous
Coffee shop as well as Uncle Angelo's Bakery, a locals' favorite.
Net revenues totaled $22.5 million, including $15.3 million in
gaming revenue, in the year ended Dec. 31, 2011.  Spartan Gaming
owns 12 parcels of real property in Nevada.  Two of the parcels
provide parking access for Jerry's Nugget.

Judge Mike K. Nakagawa presides over the case. Gerald M. Gordon,
Esq., Talitha Gray Kozlowski, Esq., Teresa M. Pilatowicz, Esq.,
and Mark M. Weisenmiller, Esq., at Gordon Silver, represent the
Debtors.  Jerry's Nugget estimated assets and debts of $10 million
to $50 million.  Jerry's Nugget said its current going concern
value is at least $8 million.  Spartan Gaming estimated $1 million
to $10 million in assets and debts.  The petitions were signed by
Jeremy Stamis, president.

In its schedules, Jerry's Nugget disclosed $12,378,944 in assets
and $10,771,442 in liabilities as of the Petition Date.


JJE & MM: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: JJE & MM Group LLC
        846 McDonald Avenue
        Brooklyn, NY 11218

Bankruptcy Case No.: 13-44264

Chapter 11 Petition Date: July 11, 2013

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

Judge: Carla E. Craig

Debtor's Counsel: Narissa A. Joseph, Esq.
                  LAW OFFICE OF NARISSA JOSEPH
                  277 Broadway, Suite 501
                  New York, NY 10007
                  Tel: (212) 233-3060
                  Fax: (212) 608-0304
                  E-mail: njosephlaw@aol.com

Scheduled Assets: $2,000,000

Scheduled Liabilities: $1,500,000

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

The petition was signed by Joshua Einhorn, president.


KSTW ACQUISITION: Moody's Assigns 'B2' CFR, Stable Outlook
----------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and B2-PD Probability of Default Rating to KSTW Acquisition, Inc.
in connection with its proposed acquisition of Steinway Musical
Instruments. At the close of the transaction, KSTW Acquisition,
Inc., parent of Steinway Musical Instruments will be merged into
and renamed Steinway Musical Instruments.

Moody's assigned a B1 rating to the proposed $175 million senior
secured first lien term loan and a Caa1 rating to the $75 million
second lien tem loan. At the same time, all of Steinway's existing
ratings, including its B1 Corporate Family Rating were withdrawn
as the previously announced tender for the $68 million of senior
unsecured notes (only rated debt) was completed on July 15th. The
outlook is stable.

On July 1, Steinway Musical's announced that it had agreed to be
acquired by private equity firm Kohlberg & Co. for $438 million.
The acquisition will be funded principally by a $175 million first
lien term loan, $75 million second lien term loan, and $175
million of equity contributed by Kohlberg.

"The B2 Corporate Family Rating reflects high pro forma financial
leverage at over 6 times and our view that leverage will remain
above 5 times for at least the next couple of years," said Kevin
Cassidy, Senior Credit Officer at Moody's Investors Service. "The
rating also reflects the inherent risks associated with being
owned by a private equity firm," added Cassidy.

Ratings assigned to KSTW Acquisition, Inc.:

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

  First lien senior secured term loan due in 2019 at B1 (LGD 3,
  42%)

  Second lien secured term loan due in 2020 at Caa1 (LGD 5, 80%)

Steinway Musical Instruments Ratings Withdrawn:

  Corporate Family Rating at B1

  Probability of Default Rating at B1-PD

  Senior Unsecured Notes at B2 (LGD5, 74%)

Ratings Rationale:

The B2 Corporate Family Rating reflects Steinway's modest pro
forma credit metrics with debt/EBITDA over 6 times and interest
coverage around 2 times. Better than typical credit metrics are
needed for a given rating category because of the discretionary
and cyclical nature of Steinway's business. The rating is also
constrained by Steinway's modest size with revenue around $350
million, while operating in a relatively small niche in musical
instruments. Steinway's rating also reflect the inherent risks
associated with being owned by a private equity firm, including
possible actions such as dividend payments or other shareholder
returns, although such actions are not expected by the company in
the near-term. Other concerns factored into the rating include the
high degree of volatility in demand for pianos during weak
economic times, the lingering, albeit moderating, uncertainties in
the macro economy, and the company's significant exposure to
Europe.

The rating is supported by Steinway's strong brand recognition,
high product quality, expected demand improvement, and the
recurring revenue of the band instrument segment. Steinway's
strong geographic diversification and growth prospects in Asia and
in the United States also support the rating.

The stable outlook reflects Moody's expectation that debt/EBITDA
will remain above 5 times over the next 12 to 18 months, despite
the expected demand growth in China and in the United States. The
rating is unlikely to be upgraded in the near to medium term given
Moody's expectation that Steinway's leverage is likely to remain
at 5 times or higher. Debt/EBITDA would need to approach 4 times
for an upgrade to be considered. Ratings could be downgraded if
debt/EBITDA was sustained above 7 times and/or liquidity
meaningfully deteriorated for any reason.

The principal methodologies used in this rating were Global
Consumer Durables published in October 2010, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Steinway Musical Instruments, Inc., headquartered in Waltham,
Massachusetts, is one of the world's leading manufacturers of
musical instruments. The company's products include Steinway &
Sons, Boston and Essex pianos, Selmer Paris saxophones, Bach
Stradivarius trumpets, C.G. Conn French horns, King trombones, and
Ludwig snare drums. Revenues for the twelve months ended March 31,
2013, approximated $350 million.


LHC LLC: Court Declines to Appoint Trustee for Ice-Skating Rink
---------------------------------------------------------------
When the owner of a Chapter 11 debtor is also the chief customer
of that debtor, does the owner's dual role automatically
constitute "cause" for appointing a Chapter 11 trustee under 11
U.S.C. Sec. 1104(a)(1)?  LHC LLC's largest secured creditor, Wells
Fargo Bank, N.A., urges the Bankruptcy Court in Wheaton, Ill., to
answer that question in the affirmative.  Wells Fargo also insists
that even if the Court's answer is no, the owner should still be
replaced with a Chapter 11 trustee because the owner has allegedly
(1) proven itself incompetent to operate or reorganize the debtor,
(2) flouted the orders of this Court, and (3) forfeited the trust
and confidence of Wells Fargo.

Bankruptcy Judge Donald R. Cassling on July 16 rejected Wells
Fargo's primary argument both as a general legal proposition and
under the particular facts of this case.  In addition, the Court
finds that Wells Fargo failed to establish by clear and convincing
evidence that there either is "cause" to appoint a Chapter 11
trustee under 11 U.S.C. Sec. 1104(a)(1) or that it is in the
interests of all creditors, equity security holders, and other
interests of the estate to appoint a trustee under Sec.
1104(a)(2).

A copy of the Court's July 16, 2013 Memorandum Opinion is
available at http://is.gd/WPrAhWfrom Leagle.com.

                           About LHC LLC

LHC, LLC, was formed as an Illinois limited liability company on
November 8, 2006.  LHC LLC is a not-for-profit enterprise that
owns and operates a three-sheet ice-skating rink in West Dundee,
Illinois, known as the "Leafs Ice Centre".  The Rink sells ice
time to various skating organizations in Illinois as well as to
the general public.  The sole member of LHC LLC and largest
customer of the Rink is the Leafs Hockey Club, an amateur hockey
organization.  Although LHC LLC is a taxable limited liability
company, its income is passed through to the Club. The Club does
not pay tax on the income received from LHC LLC because LHC LLC is
a non-profit company.

The facility was constructed in 2007 using proceeds from the sale
of sports facility revenue bonds by the Illinois Finance
Authority.  LHC LLC owes $20 million to bondholders represented by
Wells Fargo, the indenture trustee for the bondholders. The Club
has guaranteed repayment of that debt.

LHC LLC filed for Chapter 11 petition (Bank. N.D. Ill. Case No.
13-07001) on Feb. 25, 2013.  Peter A. Buh signed the petition as
president.  The Debtor estimated assets and debts of at least
$10 million.  Judge Donald R. Cassling presides over the case.
The Debtor is represented by Crane Heyman Simon Welch & Clar.


LIQUIDMETAL TECHNOLOGIES: Converts Notes to 18.6MM Common Shares
----------------------------------------------------------------
Liquidmetal Technologies, Inc., and each of the holders of the
Company's Senior Convertible Notes issued on July 3, 2012, in the
original aggregate principal amount of $12 million agreed to cause
all remaining principal and interest under the Convertible Notes
to be converted into an aggregate of 18,679,584 shares of the
Company's common stock in full satisfaction of the Convertible
Notes.  The shares are expected to be delivered to the holders of
the Convertible Notes on July 18, 2013.  As a result of this
conversion, the Convertible Notes will be paid in full and no
longer outstanding.

                  About Liquidmetal Technologies

Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.  The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

Liquidmetal incurred a net loss of $14.02 in 2012, as compared
with net income of $6.15 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $7.31 million in total assets,
$7.57 million in total liabilities and a $258,000 total
shareholders' deficit.

SingerLewak LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has an accumulated deficit, which raises substantial doubt about
the Company's ability to continue as a going concern.


LITHIUM TECHNOLOGY: VRDT Corp Held 56% Equity Stake at Dec. 14
--------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, VRDT Corporation and its affiliates disclosed
that as of Dec. 14, 2012, they beneficially owned 1,452,341,750
shares of common stock of Lithium Technology Corporation
representing 56.6 percent of the shares outstanding.
A copy of the regulatory filing is available for free at:

                        http://is.gd/kEPC8Y

                      About Lithium Technology

Plymouth Meeting, Pa.-based Lithium Technology Corporation is a
mid-volume production stage company that develops large format
lithium-ion rechargeable batteries to be used as a new power
source for emerging applications in the automotive, stationary
power, and national security markets.

The Company was not able to file its annual report for the period
ended Dec. 31, 2011, and its quarterly reports for the succeeding
periods.

For the nine months ended Sept. 30, 2011, the Company reported a
net loss of $12.26 million on $6.06 million of total revenue.  The
Company reported a net loss of $7.25 million on $6.35 million
of products and services sales for the year ended Dec. 31, 2010,
compared with a net loss of $10.51 million on $7.37 million of
product and services sales during the prior year.

The Company's balance sheet at Sept. 30, 2011, showed $8.83
million in total assets, $35.09 million in total liabilities and a
$26.26 million total stockholders' deficit.

                           Going Concern

As reported by the TCR on April 8, 2011, Amper, Politziner &
Mattia, LLP, Edison, New Jersey, after auditing the Company's
financial statements for the year ended Dec. 31, 2010, noted that
the Company has recurring losses from operations since inception
and has a working capital deficiency that raise substantial doubt
about its ability to continue as a going concern.

                         Bankruptcy Warning

The Form 10-Q for the quarter ended Sept. 30, 2011, noted that the
Company's operating plan seeks to minimize its capital
requirements, but the expansion of its production capacity to meet
increasing sales and refinement of its manufacturing process and
equipment will require additional capital.

The Company raised capital through the sale of securities closing
in the second quarter of 2011 and realized proceeds from the
licensing of its technology pursuant to the terms of a licensing
agreement and the sale of inventory used in manufacturing its
batteries as part of the establishment of a joint venture in the
fourth quarter of 2011, but is continuing to seek other financing
initiatives and needs to raise additional capital to meet its
working capital needs, for the repayment of debt and for capital
expenditures.  Such capital is expected to come from the sale of
securities.  The Company believes that if it raises approximately
$4 million in additional debt and equity financings it would have
sufficient funds to meet its needs for working capital, capital
expenditures and expansion plans through the year ending Dec. 31,
2012.

No assurance can be given that the Company will be successful in
completing any financings at the minimum level necessary to fund
its capital equipment, debt repayment or working capital
requirements, or at all.  If the Company is unsuccessful in
completing these financings, it will not be able to meet its
working capital, debt repayment or capital equipment needs or
execute its business plan.  In that case the Company will assess
all available alternatives including a sale of its assets or
merger, the suspension of operations and possibly liquidation,
auction, bankruptcy, or other measures.  These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.


MCNUTT SERVICE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: McNutt Service Group, Inc.
        260 The Bluffs
        Austell, GA 30168

Bankruptcy Case No.: 13-65234

Chapter 11 Petition Date: July 11, 2013

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

Debtor's Counsel: Rodney L. Eason, Esq.
                  THE EASON LAW FIRM
                  Suite 200, 6150 Old National Highway
                  College Park, GA 30349-4367
                  Tel: (770) 909-7200
                  Fax: 770-909-0644
                  E-mail: reason@easonlawfirm.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/ganb13-65234.pdf

The petition was signed by Joe H. Bajjani, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
RLB Friendship, LLC                    13-51742   1/30/13


MEADE INSTRUMENTS: Incurs $921,000 Net Loss in Fiscal 1st Quarter
-----------------------------------------------------------------
Meade Instruments Corp. filed its quarterly report on Form 10-Q,
reporting a net loss of $921,000 on $2.8 million for the three
months ended May 31, 2013, compared with a net loss of $431,000 on
$4.1 million of revenue for the three months ended May 31, 2012.

The Company's balance sheet at showed $8.9 million in total
assets, $3.2 million in total liabilities, and stockholders'
equity of $5.7 million.

As reported in the TCR on June 7, 2013, Moss Adams LLP, in Irvine,
Cal., in their audit report on Meade Instruments' Form 10-K for
the year ended May 31, 2013, raises substantial doubt about the
Company's ability to continue as a going concern, citing the
Company's recurring losses from operations and net capital
deficiency.

A copy of the Form 10-Q is available at http://is.gd/p1yV6c

Irvine, Cal.-based Meade Instruments Corp. is engaged in the
design, manufacture, marketing and sale of consumer optics
products, primarily telescopes, telescope accessories and
binoculars.


MERRIMACK PHARMACEUTICALS: Closes Sale of Common Shares and Notes
-----------------------------------------------------------------
Merrimack Pharmaceuticals, Inc., closed the sale of 5,750,000
shares of its common stock at a price of $5.00 per share and
$125,000,000 aggregate principal amount of its 4.50 percent
convertible senior notes due 2020 in concurrent underwritten
public offerings pursuant to Merrimack's effective Registration
Statement on Form S-3 and a related prospectus filed with the
Securities and Exchange Commission.  The total number of shares of
common stock sold reflects the full exercise by the underwriters
of their option to purchase an additional 750,000 shares of common
stock.  Merrimack has granted the underwriters in the Notes
offering an option, exercisable for 30 days, to purchase up to an
additional $18.75 million in aggregate principal amount of Notes.

The Notes bear interest at a rate of 4.50 percent per year,
payable semi-annually on January 15 and July 15 of each year,
beginning January 15, 2014.  Interest accrues from July 17, 2013.
The Notes mature on July 15, 2020.  The Notes are convertible,
under certain circumstances and during certain periods, at the
option of the holder, based on an initial conversion rate of
160.0000 shares of common stock per $1,000 principal amount of
Notes, which is equivalent to an initial conversion price of $6.25
per share of common stock, subject to adjustment in certain
circumstances.  The initial conversion price represents a
conversion premium of 25 percent over the public offering price in
the common stock offering.  Following certain corporate events
that occur prior to the maturity date, Merrimack will increase the
conversion rate for a holder who elects to convert its Notes in
connection with such a corporate event in certain circumstances.
Upon any conversion of the Notes that occurs while Merrimack's
indebtedness to Hercules Technology Growth Capital, Inc., under
the Loan and Security Agreement dated Nov. 8, 2012, between
Merrimack and Hercules, remains outstanding, the Notes will be
settled in shares of Merrimack's common stock.  Following the
repayment and satisfaction in full of Merrimack's obligations to
Hercules under the Loan and Security Agreement, upon any
conversion of the Notes, the Notes may be settled, at Merrimack's
election, in cash, shares of Merrimack's common stock or a
combination of cash and shares of Merrimack's common stock.

J. P. Morgan Securities LLC and BofA Merrill Lynch acted as joint
book-running managers of these offerings.  Cowen and Company, LLC,
acted as lead manager of the common stock offering and co-manager
of the Notes offering.  Oppenheimer & Co. Inc., Guggenheim
Securities and Brean Capital, LLC, acted as co-managers of the
common stock offering.

                          About Merrimack

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

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


MGM RESORTS: Signs Employment Agreement with COO
------------------------------------------------
MGM Resorts International entered into an employment agreement
with Corey Sanders.  The Employment Agreement replaces and
supersedes the employment agreement dated Aug. 3, 2009.  The
Employment Agreement provides for a term of employment, as chief
operating officer of the Company, commencing March 1, 2013, and
ending Feb. 28, 2017.

The Employment Agreement provides for an increase in Mr. Sanders'
minimum annual base salary from $900,000 to $1,100,000.  Per the
Employment Agreement, Mr. Sanders' annual target bonus will be 150
percent of his base salary.  The Employment Agreement also
provides Mr. Sanders with certain other benefits and perquisites.

The Employment Agreement also contains a non-compete covenant
generally prohibiting Mr. Sanders' providing services to a
competitor or soliciting employees or business contacts for 12
months following his termination of employment or for 12 months
following the term of the Employment Agreement.  In addition, the
Employment Agreement mandates that Mr. Sanders' confidentiality
obligations continue even after his termination of employment.

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

                        http://is.gd/PtaQoA

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50 percent
investments in four other properties in Nevada, Illinois and
Macau.

The Company reported net income of $3.23 billion in 2011 and a net
loss of $1.43 billion in 2010.  The Company's balance sheet at
March 31, 2013, showed $26.05 billion in total assets, $18.17
billion in total liabilities, and $7.87 billion in total
stockholders' equity.

                        Bankruptcy Warning

In the Form 10-K for the year ended Dec. 31, 2011, the Company
said that any default under the senior credit facility or the
indentures governing the Company's other debt could adversely
affect its growth, its financial condition, its results of
operations and its ability to make payments on its debt, and could
force the Company to seek protection under the bankruptcy laws.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.

As reported by the TCR on Oct. 15, 2012, Fitch Ratings has
affirmed MGM Resorts International's (MGM) Issuer Default Rating
(IDR) at 'B-' and MGM Grand Paradise, S.A.'s (MGM Grand Paradise)
IDR at 'B+'.


MOBIVITY HOLDINGS: Director Resigns
-----------------------------------
Randall G. Smith resigned from the Board of Directors of Mobivity
Holdings Corp. effective July 15, 2013.

                       About Mobivity Holdings

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

Mobivity Holdings disclosed a net loss of $7.33 million in 2012,
as compared with a net loss of $16.31 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $3.25 million in
total assets, $10.25 million in total liabilities, all current,
and a $6.99 million total stockholders' deficit.

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

                         Bankruptcy Warning

"[A]ll of our assets are currently subject to a first priority
lien in favor of the holders of our outstanding convertible notes
payable in the current aggregate principal amount of $4,521,378.
The notes are due on October 15, 2013, if we are unable to repay
or refinance our obligations under those notes by October 15,
2013, the holders of the notes will have the right to foreclose on
their security interests and seize our assets.  To avoid such an
event, we may be forced to seek bankruptcy protection, however a
bankruptcy filing would, in all likelihood, materially adversely
affect our ability to continue our current level of operations.
In the event we are not able to refinance or repay the notes, but
negotiate for a further extension of the maturity date of the
notes, we may be required to pay significant extension fees in
cash or shares of our equity securities or otherwise make other
forms of concessions that may adversely impact the interests of
our common stockholders," the Company has warned in its annual
report for the year ended Dec. 31, 2012.


MONITOR COMPANY: Being Converted to Chapter 7
---------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Monitor Co. Group LP and the official creditors'
committee decided that the liquidation can be most efficiently
concluded now that the business was sold by converting the
Chapter 11 reorganization to a liquidation in Chapter 7, where a
trustee is appointed automatically.

Monitor was a consulting firm from Cambridge, Massachusetts.  The
business was sold in January to Deloitte Consulting LLP under a
contract claimed at the time to be worth $116.2 million.  After
the sale, the bankrupt company changed its name to MCG LP.

The report notes that funds were carved out from the sale to cover
professional fees and costs of winding down the bankruptcy.  There
will be a hearing on Aug. 5 for the bankruptcy court in Delaware
to consider converting the case to Chapter 7.  The company and the
committee want conversion to take place after fees are paid.

The report discloses that the committee said it identified about
$14 million in lawsuits that could be brought.

The bankruptcy judge slowed the sale at the committee's request.
The committee said there was no competitive bidding because
Monitor partners were committed to Deloitte.

                       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.


MPG OFFICE: Completes Sale of Plaza Las Fuentes for $75 Million
---------------------------------------------------------------
MPG Office Trust, Inc., completed the sale of the Plaza Las
Fuentes office and retail property located in Pasadena,
California, to East West Bank and Downtown Properties Holdings.

The purchase price was $75 million.  Net proceeds from the
transaction were approximately $30 million and will be available
for general corporate purposes.

                       About MPG Office Trust

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

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

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

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

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

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

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


MPG OFFICE: Stockholders Approve Merger With Brookfield
-------------------------------------------------------
At a special meeting of stockholders held on July 17, 2013, MPG
office Trust, Inc.'s common stockholders voted to approve the
merger of the Company with and into Brookfield DTLA Fund Office
Trust Inc. and the other transactions contemplated by the merger
agreement.  Approximately 97 percent of the votes cast at the
Special Meeting voted in favor of the approval of the merger and
the other transactions contemplated by the merger agreement,
representing approximately 73 percent of the Company's outstanding
shares of common stock as of May 24, 2013, the record date for the
Special Meeting.

Upon closing of the transaction, the Company's common stockholders
will receive merger consideration of $3.15 in cash per share,
without interest and less any required withholding tax.

The Company expects the merger to close in the third quarter of
2013, following fulfillment of the conditions to closing,
including receipt of required lender consents.

                  Extends Tender Offer to July 24

Brookfield said that DTLA Fund Holding Co., a direct wholly owned
subsidiary of the DTLA Fund, is extending its previously announced
cash tender offer to purchase all outstanding shares of preferred
stock of MPG Office until 12:00 midnight, New York City time, at
the end of Wednesday, July 24, 2013.  BPO previously announced its
intention to acquire MPG pursuant to a merger agreement, dated as
of April 24, 2013, by and among Brookfield DTLA Holdings LLC, a
newly formed fund controlled by BPO (the DTLA Fund), Brookfield
DTLA Fund Office Trust Investor Inc., Brookfield DTLA Fund Office
Trust Inc., Brookfield DTLA Fund Properties LLC, MPG and MPG
Office, L.P.  Upon the closing of the tender offer, preferred
stockholders of MPG will receive $25.00 in cash for each share of
MPG preferred stock validly tendered and not validly withdrawn in
the offer, without interest and less any required withholding
taxes.  Shares of MPG preferred stock that are tendered and
accepted for payment in the tender offer will not receive any
accrued and unpaid dividends on those shares.

The tender offer had been previously set to expire at 12:00
midnight, New York City time, at the end of Wednesday, July 17,
2013.  Except for the extension of the expiration date, all other
terms and conditions of the tender offer remain unchanged.

The Depositary and Paying Agent for the tender offer is American
Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn,
New York 11219.  The Information Agent for the tender offer is
MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York,
10016.  The tender offer materials may be obtained at no charge by
directing a request by mail to MacKenzie Partners, Inc., or by
calling (800) 322-2885.  Fried, Frank, Harris, Shriver & Jacobson
LLP is acting as legal advisor to BPO.

Based on information received from the Depositary, as of July 16,
2013, approximately 139,233 shares of MPG preferred stock had been
tendered and not withdrawn from the offer.  Stockholders who have
already tendered their shares do not have to re-tender their
shares or take any other action as a result of the extension of
the expiration date.

                       About MPG Office Trust

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

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

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

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

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

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

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


NATIVE WHOLESALE: July 22 Continued Hrg. for Conversion Motion
--------------------------------------------------------------
The hearing to consider the U.S. Trustee's motion to convert the
Chapter 11 case of Native Wholesale Supply into a Chapter 7
proceeding has been continued to July 22, 2013, at 10:00 a.m.

The hearing on the motion has been adjourned several times.
According to Tracy Hope Davis, the U.S. Trustee for Region 2:

   1. the Debtor has an inability to perform the statutory duties
      of a debtor-in-possession and to comply with the
      requirements of the Chapter 11 Operating Guidelines;

   2. the Debtor has failed to file monthly financial reports for
      the months of February and March 2013.

             About Native Wholesale Supply Company

Native Wholesale Supply Company is engaged in the business of
importing cigarettes and other tobacco products from Canada and
selling them to third parties within the United States.  It
purchases the products from Grand River Enterprises Six Nations,
Ltd., a Canadian corporation and the Debtor's only secured
creditor.  Native is an entity organized under the Sac and Fox
Nation and has its principal place of business at 10955 Logan Road
in Perrysburg, New York.

Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No.
11-14009) on Nov. 21, 2011.  The Chapter 11 filing was triggered
to resolve an ongoing dispute with the United States government
regarding up to $43 million in assessments made by the government
against the Debtor pursuant to the Fair and Equitable Tobacco
Reform Act of 2004 and the Tobacco Transition Payment Program and
to restructure the terms of payment of any obligation determined
to be owing by the Debtor to the U.S. under the Disputed
Assessment.  The issues pertaining to the Disputed Assessment
resulted in two lawsuits, subsequently consolidated, now pending
in the Federal District Court.

Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the
Debtor as counsel.

The Company disclosed $30,022,315 in assets and $70,590,564 in
liabilities as of the Chapter 11 filing.

The States of California, New Mexico, Oklahoma and Idaho have
appeared in the case and are represented by Garry M. Graber, Esq.,
at Hodgson Russ LLP.

No trustee, examiner or creditors' committee has been appointed in
the case.


NAVISTAR INTERNATIONAL: Icahn Sells 646,289 Common Shares
---------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Carl C. Icahn and his affiliates disclosed
that as of July 17, 2013, they beneficially owned 12,491,456
shares of common stock of Navistar International Corporation
representing 15.54 percent of the shares outstanding.  Mr. Icahn,
et al., previously reported beneficial ownership of 11,845,167
common shares or 14.95 percent equity stake as of Oct. 25, 2012.
In separate transactions between July 15, 2013, and July 17, 2013,
the reporting persons disposed of an aggregate of 646,289 shares.

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

                        http://is.gd/V2JskF

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar incurred a net loss attributable to the Company of $3.01
billion for the year ended Oct. 31, 2012, compared with net income
attributable to the Company of $1.72 billion during the prior
year.  As of April 30, 2013, the Company had $8.72 billion in
total assets, $12.36 billion in total liabilities and a $3.64
billion total stockholders' deficit.

                          *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 19, 2013, Standard & Poor's Ratings
Services said it lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'B-' from 'B'.  The rating downgrades reflect S&P's negative
reassessment of NAV's business risk profile to "vulnerable" from
"weak".

As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings.  The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.


NAVISTAR INTERNATIONAL: MHR Buys 657,878 Additional Shares
----------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Mark H. Rachesky, M.D., and his affiliates
disclosed that as of July 15, 2013, they beneficially owned
12,664,756 shares of common stock of Navistar International
Corporation representing 15.8 percent of the shares outstanding.
Mr. Rachesky, et al., previously reported beneficial ownership of
12,006,878 common shares or 14.9 percent equity stake as of
July 14, 2013.  On July 15 and July 16, 2013, the reporting
persons acquired 657,878 common shares.  A copy of the amended
regulatory filing is available at http://is.gd/i2fDRs

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar incurred a net loss attributable to the Company of $3.01
billion for the year ended Oct. 31, 2012, compared with net income
attributable to the Company of $1.72 billion during the prior
year.  As of April 30, 2013, the Company had $8.72 billion in
total assets, $12.36 billion in total liabilities and a $3.64
billion total stockholders' deficit.

                          *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 19, 2013, Standard & Poor's Ratings
Services said it lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'B-' from 'B'.  The rating downgrades reflect S&P's negative
reassessment of NAV's business risk profile to "vulnerable" from
"weak".

As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings.  The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.


NESBITT PORTLAND: Hearing on Consensual Plan Set for Sept. 27
-------------------------------------------------------------
The hearing to consider the confirmation of the Consensual Joint
Plan of Reorganization for Nesbitt Portland Property, LLC, et al.,
proposed by the U.S. Bank National Association and by the Debtors
will be held on Sept. 27, 2013, at 9:00 a.m.  Ballots and
objections must be received by Sept. 6, 2013.

As reported in the TCR on June 19, 2013, a group of bankrupt
Embassy Suites hotel operators submitted a Chapter 11
reorganization plan in California bankruptcy court that calls for
selling off seven Embassy Suites-branded hotels and an eighth
Texas hotel to new franchisors.

According to the report, per the plan, which was jointly filed by
several debtor affiliates and secured lender U.S. Bank National
Association, the hotels will be put up for auction in an attempt
to cover at least $193 million in outstanding lender claims --
including a defaulted $187.5 million loan plus interest.

              About Nesbitt Portland Property et al.

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

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

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

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

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

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

Bankruptcy Judge Robin Riblet presides over the cases.  The
Jonathan Gura, Esq., and Peter Susi, Esq., at Susi & Gura, PC; and
Joseph M. Sholder, Esq., at Griffith & Thornburgh LLP, represent
the Debtor as counsel.  Alvarez & Marsal North American, LLC,
serves as financial advisors.

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

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

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


NEWPORT FURNITURE: Converts Case to Chapter 7 Liquidation
---------------------------------------------------------
Larry Thomas at Furniture Today reports that Newport Furniture has
converted its case to a Chapter 7 liquidation proceeding.

The report relates that the switch was approved by U.S. Bankruptcy
Judge Jason Woodard, who ruled that a Chapter 7 case "is in the
best interest of creditors and other parties in interest."

In his order, Furniture Today relates, Judge Woodard also noted
that the Chapter 11 filing was a voluntary action, and no trustee
had yet been appointed.  The order stated that a Chapter 7 trustee
should be appointed "at the earliest practicable time."

Based in New Albany, Miss., Newport Furniture Company, Inc.,
produces upholstery. The company filed Chapter 11 petition (Bankr.
N.D. Miss. Case No. 13-12650) on June 28, 2013.  Stephen W.
Rosenblatt, Esq., at Butler Snow Law Firm, in Ridgeland,
Mississippi, serve as the Debtor's counsel.

Newport Furniture estimated $1 million and $10 million in assets
and $10 million and $50 million in liabilities in its petition.


NGPL PIPECO: Bank Debt Trades at 2% Off
---------------------------------------
Participations in a syndicated loan under which NGPL PipeCo LLC is
a borrower traded in the secondary market at 97.71 cents-on-the-
dollar during the week ended Friday, July 19, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 0.91
percentage points from the previous week, The Journal relates.
NGPL PipeCo LLC pays 550 basis points above LIBOR to borrow under
the facility.  The bank loan matures on May 4, 2018.  The bank
debt carries Moody's B2 rating and Standard & Poor's B rating.
The loan is one of the biggest gainers and losers among 236 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

NGPL PipeCo LLC is a holding company for Natural Gas Pipeline
Company of America and other interstate natural gas pipeline
assets. NGPL is 80% owned by Myria Acquisition LLC and 20% owned
and operated by Kinder Morgan, Inc., based in Houston Texas.

The principal methodology used in this rating was the Natural Gas
Pipelines published in November 2012. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.


OCEAN 4660: Can Employ John Genovese as Counsel
-----------------------------------------------
On July 15, 2013, the U.S. Bankruptcy Court for the Southern
District of Florida granted, on a final basis, Ocean 4660, LLC's
motion to employ John N. Genovese, Esq., as counsel for the
Debtor.

As reported in the TCR on July 8, 2013, the Bankruptcy Court
authorized, on an interim basis, Ocean 4660, LLC, to employ John
H. Genovese, Esq., and the law firm of Genovese Joblove &
Battista, P.A., as general bankruptcy counsel under a general
retainer.

                        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.  Marianelena Gayo-
Guitian, Esq., John H. Genovese, Esq., and Michael. L. Schuster,
Esq., at Genovese Joblove & Battista, P.A., represent the Debtor
as 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.


OCEAN 4660: Court Okays Appointment of Maria Yip as Ch. 11 Trustee
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida has
approved the appointment of Maria Yip, of Coral Gables, Florida,
as Chapter 11 Trustee in the Chapter 11 case of Ocean 4660, LLC.

The appointed Chapter 11 Trustee is on the United States Trustee's
panel of Chapter 7 Trustees in the Southern District of Florida.

Maria Yip was selected by Guy G. Gebhardt, Acting U.S. Trustee for
Region 21.

                        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.  Marianelena Gayo-
Guitian, Esq., John H. Genovese, Esq., and Michael. L. Schuster,
Esq., at Genovese Joblove & Battista, P.A., represent the Debtor
as 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.


OCEAN 4660: Can Employ John Lancet as Appraiser
-----------------------------------------------
On July 15, 2013, the U.S. Bankruptcy Court for the Southern
District of Florida entered a final order granting the application
of Ocean 4660, LLC, to employ John Lancet, MAI and HVS Consulting
and Valuation as appraiser.

As reported in the TCR on June 19, 2013, the fees for HVS services
are $12,500 for the fieldwork, analysis and preparation of the
summary appraisal report, with $4,500 requested upon the execution
of the Contract and $4,000 upon delivery of the initial draft of
the report.  The final professional fee invoice of $4,000 is due
within 30 days from receipt of the report, or prior to the release
of the final, signed report, whichever date occurs first.
Expenses will be billed separately and only upon approval of the
Debtor.

                        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.  Marianelena Gayo-
Guitian, Esq., John H. Genovese, Esq., and Michael. L. Schuster,
Esq., at Genovese Joblove & Battista, P.A., represent the Debtor
as 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.


OIL PATCH: Can Use Cash Collateral Until Aug. 2
-----------------------------------------------
Oil Patch Brazos Valley, Inc., sought and obtained interim
authority from Judge Jeff Bohm of the U.S. Bankruptcy Court for
the Southern District of Texas, Houston Division, to continue to
use until Aug. 2, 2013, the cash collateral securing its
prepetition indebtedness from FCC, LLC, d/b/a First Capital.

The cash collateral will be used solely to pay expenses described
in a budget and will not be used to purchase fuel for resale
unless the Debtor has received a third party order to purchase
fuel.

As partial adequate protection, the Debtor grants FCC a valid and
perfected first priority replacement liens and security interests
in all of the Debtor's properties and an allowed superpriority
administrative expense claim.

A hearing on the final approval of the request will be held on
July 31, 2013, at noon.

                         About Oil Patch

Angleton, Texas-based Oil Patch Brazos Valley, Inc., sought
protection under Chapter 11 of the Bankruptcy Code on July 2,
2013.  The case, assigned Case No. 13-34177, is pending before the
U.S. Bankruptcy Court Southern District of Texas (Houston).  Judge
Jeff Bohm presides over the case.

Matthew Scott Okin, Esq., at OKIN & ADAMS LLP, in Houston, Texas,
represents the Debtor.

The Debtor's Chapter 11 Petition said it has estimated assets
between $10,000,001 and $50,000,000 and estimated debts between
$10,000,001 to $50,000,000.

The petition was signed by Wright Gore, III, chief operating
officer.


ORCHARD SUPPLY: Gets Court OK to Hire DLA Piper, FTI & Moelis
-------------------------------------------------------------
In separate orders, Judge Christopher Sontchi granted Orchard
Supply Hardware Stores Corporation, et al., permission to hire
several bankruptcy professionals.

The Debtors won Court approval to retain DLA Piper LLP (US) as
counsel; FTI Consulting, Inc., as financial and strategic
advisors; and Moelis & Company LLC as investment banker; and A&G
Realty Partners, LLC, as real estate advisors in their Chapter 11
cases nunc pro tunc to the Petition Date.

DLA Piper's Stuart M. Brown, Esq. of the firm's Wilmington office
as well as Richard A. Chesley, Esq., Chun I. Jang, Esq., and
Daniel M. Simon, Esq., of the Chicago office will be rendering
legal services to the Debtors.

As reported by The Troubled Company Reporter on June 24, 2013,
BankruptcyData related that:

   -- DLA Piper professionals and paraprofessionals charge an
      hourly charge of $240 to $965 for their services;

   -- FTI Consulting charges these hourly rates: senior managing
      director at $700 to $895, director, senior director,
      managing director at $500 to $745, consultant, senior
      consultant at $280 to $530 and administrative,
      paraprofessional at $115 to $230;

   -- Moelis charges a monthly cash fee of up to $150,000; and

   -- A&G Realty charges these hourly rates: partner at $765 to
      $965, associate at $490 to $655 and paralegal at $240.

                       About Orchard Supply

San Jose, Cal.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  It was spun off from Sears Holdings
Corp. in 2012.

Orchard Supply and two affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11565) on June 16 to facilitate a
restructuring of the company's balance sheet and a sale of its
assets for $205 million in cash to Lowe's Companies, Inc., absent
higher and better offers.  In addition to the $205 million cash,
Lowe's has agreed to assume payables owed to nearly all of
Orchard's supplier partners.

Bankruptcy Judge Christopher S. Sontchi oversees the case.
Michael W. Fox signed the petitions as senior vice president and
general counsel.  The Debtors disclosed total assets of
$441,028,000 and total debts of $480,144,000.

BMC Group Inc. is the Debtors' claims and noticing agent.


ORCHARD SUPPLY: Can File Schedules and Statements Thru Aug. 6
-------------------------------------------------------------
Judge Christopher Sontchi granted Orchard Supply Hardware Stores
Corporation, et al., an additional 20 days from the Petition Date,
through and including Aug. 6, 2013, to file their Schedules of
Assets and Liabilities and Statements of Financial Affairs.

                      About Orchard Supply

San Jose, Cal.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  It was spun off from Sears Holdings
Corp. in 2012.

Orchard Supply and two affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11565) on June 16 to facilitate a
restructuring of the company's balance sheet and a sale of its
assets for $205 million in cash to Lowe's Companies, Inc., absent
higher and better offers.  In addition to the $205 million cash,
Lowe's has agreed to assume payables owed to nearly all of
Orchard's supplier partners.

Bankruptcy Judge Christopher S. Sontchi oversees the case.
Michael W. Fox signed the petitions as senior vice president and
general counsel.  The Debtors disclosed total assets of
$441,028,000 and total debts of $480,144,000.

Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and
Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago,
Illinois, are the Debtors' counsel.  Moelis & Company LLC serves
as the Debtors' investment banker.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  A&G Realty Partners, LLC,
serves as the Debtors' real estate advisors.  BMC Group Inc. is
the Debtors' claims and noticing agent.


OVERSEAS SHIPHOLDING: PwC Retention to Include Audit of 2013 F/S
----------------------------------------------------------------
In accordance with the procedures set forth in the
PricewaterhouseCoopers LLP ("PwC) Retention Order, which order
authorized the employment and retention of PwC as Independent
Auditor, Accountant and Tax Advisor to Overseas Shipholding Group,
et al., on July 10, 2013, the Debtors provided notice that they
have entered into an Additional Agreement with PwC, in the form of
a letter agreement dated June 27, 2013.

Pursuant to the 2013 Audit Additional Agreement, PwC will provide
an integrated audit of the consolidated financial statements at
OSG at Dec. 31, 2013, and for the year then ending and review of
OSG's internal controls as of Dec. 31, 2013.

Further, the Debtors provided notice that they have also entered
into an Additional Agreement pursuant to which PwC will also audit
the consolidated financial statements of OSG International, Inc.,
at December 31 for the years 2013, 2012, 2011 and 2010, and for
each of the four years in the period then ending Dec. 31, 2013.

The Debtors also provided notice that objections, if any, to the
Noticed Agreements, must be filed with the Bankruptcy Court within
21 days of the filing of the Notices, at which point the Debtors
will schedule a hearing before the Bankruptcy Court.

                    About Overseas Shipholding

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

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

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

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


PARADISE HOSPITALITY: RREF Wants Case Converted to Chapter 7
------------------------------------------------------------
Senior secured creditor RREF WB Acquisitions, LLC, seeks the
conversion of the Chapter 11 case of Paradise Hospitality, Inc.
into a Chapter 7 proceeding.

RREF asserts that cause exists to convert the case because the
Debtor has failed to substantially consummate its First Amended
Chapter 11 Plan of Reorganization and is in material default of
the Plan.  Specifically, RREF cites, the Plan requires the
reorganized debtor to sell its retail shopping center, the
principal collateral securing the repayment of one of the
reorganized debtor's two structured secured debts to RREF no later
than 60 days after the Plan Effective Date.

"That deadline has not passed, yet the reorganized debtor has not
only not sold the shopping center but it has rejected at least one
hard offer from a buyer to purchase the shopping center at an
amount substantially above RREF's debt amount," RREF says.

Against this backdrop, conversion in in the best interest of all
creditors and the estate, RREF maintains.

Judge Erithe A. Smith will convene a hearing on Aug. 6, 2013 at
10:30 a.m. to consider the Motion to Convert.

Previously, on July 1, 2013, Judge Smith denied RREF's Motion to
Enforce Provisions of Confirmed Plan of Reorganization.

Counsel for RREF WB Acquisitions, LLC are:

          SQUIRE SANDERS (US) LLP
          Jeffrey S. Renzi, Esq.
          Helen H. Yang, Esq.
          Jordan A. Kroop, Esq.
          1 E Washington, Suite 2700
          Phoenix, Arizona 85004
          Tel No.: +1-602-528-4000
          E-mail: jeffrey.renzi@squiresanders.com
                  helen.yang@squiresanders.com
                  Jordan.kroop@squiresanders.com

Counsel to Paradise Hospitality Inc. are:

          THE ORANTES LAW FIRM, P.C.
          Giovanni Orantes, Esq.
          Thomas Y. Lucero, Esq.
          3435 Wilshire Blvd., Ste 2920
          Los Angeles, CA 90010
          Tel No: (213) 389-4362
          Fax No: (877) 789-5776
          E-mail: go@gobklaw.com

                   About Paradise Hospitality

Based in Fullerton, California, Paradise Hospitality, Inc., owns a
hotel located in Toledo, Ohio and a retail shopping center in El
Dorado, Arkansas.  The Debtor manages and operates the Hotel.
Haydn Cutler company currently manages the Retail Center.  The
Company filed for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case
No. 11-24847) on Oct. 26, 2011, about three weeks after it lost
the right to use the Crowne Plaza for its hotel.  For now, the
hotel has been renamed Plaza Hotel Downtown Toledo.

Judge Erithe A. Smith presides over the case.  Sam S. Oh, Esq., at
Lim, Ruger & Kim, LLP, serves as the Debtor's counsel.  The Debtor
disclosed $15,628,687 in assets and $21,430,333 in liabilities as
of the Chapter 11 filing.  The petition was signed by the Debtor's
president, Dae In Kim, a Korean businessman who lives in southern
California.


PARADISE VALLEY: American Bank Wants Case Converted to Chapter 7
----------------------------------------------------------------
American Bank asks the U.S. Bankruptcy Court for the District of
Montana to convert Paradise Valley Holdings LLC's Chapter 11 case
to Chapter 7.

Doug James, Esq., at Moulton Bellingham PC, the attorney for
American Bank, says that his client wants to put the Debtor under
Chapter 7 due to the Debtor's inability to obtain confirmation of
a Chapter 11 plan within a reasonable time period.  The case has
been pending since Sept. 28, 2012.  American Bank, Mr. James
states, believes that the Debtor is unlikely to be able to confirm
a plan.

According to Mr. James, the Debtor failed to pay adequate
protection to American Bank, which is an undersecured creditor.
American Bank also claims that there is also a "gross
mismanagement of the estate."

American Bank is represented by:

      MOULTON BELLINGHAM PC
      Suite 1900, Crowne Plaza
      P.O. Box 2559
      Billings, Montana 59103-2559
      Doug James
      Brian Marty
      E-mail: doug.james@moultonbellingham.com
              brian.marty@moultonbellingham.com

                About Paradise Valley Holdings

Paradise Valley Holdings LLC filed a Chapter 11 petition (Bankr.
D. Mont. Case No. 12-61585) in Butte, Montana on Sept. 28, 2012.
Paradise Valley, also known as Bullis Creek Ranch, disclosed
$14.2 million in total assets and $13.1 million in total
liabilities.  The Debtor owns properties in Park County, worth
$14.0 million, and secures a $12.0 million debt to American Bank.
The Debtor disclosed that part of the secured claims against the
property is a judgment lien in the amount of $250,000 held by the
Museum of the Rockies Inc. resulting from a lawsuit against the
debtor for breach of contract.  A copy of the schedules is
available at http://bankrupt.com/misc/mtb12-61585.pdf

Judge Ralph B. Kirscher oversees the case.  James A. Patten, Esq.,
at Patten, Peterman, Bekkedahl & Green, P.L.L.C. serves as the
Debtor's legal counsel.


PETER DEHAAN: Has Permission to Use Cash Collateral Until Sept. 30
------------------------------------------------------------------
The Hon. Randall L. Dunn of the U.S. Bankruptcy Court for the
District of Oregon has authorized Peter Dehaan Holsteins, LLC, to
use cash collateral until Sept. 30, 2013, to pay costs and
expenses incurred by the Debtor in the ordinary course of its
business.

A copy of the budget is available for free at:

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

As of the Petition Date, the amounts claimed by the Debtor's
secured lender Northwest Farm Credit were approximately
$6.54 million.  Farm Credit asserts that its claims against the
Debtor are secured by valid, enforceable, and properly perfected
first priority security interests in the majority of the Debtor's
assets, and in all cash and noncash proceeds of the property.

The Debtor's sole source of revenue is cash, including cash
collateral, and it is necessary for the Debtor to pay operating
expenses pursuant to cash collateral orders and budgets during
this Chapter 11 case.  Use of cash collateral is necessary to
avoid immediate and irreparable harm to the estate.

As adequate protection for any cash collateral used by the Debtor,
Farm Credit is granted a perfected lien or liens to secure an
amount up to the allowed amount of Farm Credit's prepetition
secured claim against the Debtor, equal to the extentof any
diminution in valueof Farm Credit's prepetition collateral by
reason of the use of cash collateral.  The Farm Credit Replacement
Liens will attach to all property and assets of the Debtor and its
estate of the same kind or nature as the prepetition collateral.

                   About Peter DeHaan Holsteins

Peter DeHaan Holsteins, LLC, is a recognized leader in the dairy
industry and well known for producing high quality milk products.
Pete DeHaan Jr., the Debtor's 100% owner and Managing Member, has
managed and operated dairy facilities in Oregon for over 15 years.
The Debtor's principal source of income is from the production and
sale of milk, which is shipped to Northwest Dairy Association, a
cooperative that transports, processes and sells the resulting
milk products.  In 2011, the Debtor produced 56,137,722 pounds of
whole milk which generated gross income of $11.19 million.

Peter DeHaan Holsteins employs 36 employees and its dairy herd
consists of 2,194 cows and 2,382 heifers for a total of 4,576
animals.  The dairy operations are conducted at three separate
farms located in Yamhill County and Washington County Oregon.  The
primary farm consists of milking facilities and a 230 acre farm
located at 22180 Lafayette Highway Salem, Oregon.  A second farm
is leased from Alan and Alice Beardsley which includes dairy
facilities and 280 acres of farmland located in Gaston, Oregon.  A
third farm consisting of 245 acres is owned by the Debtor and is
located in McMinnville, Oregon.  The McMinnville Farm is used
primarily for raising replacement heifers and growing crops used
to feed the Debtor's dairy cattle.

Peter DeHaan Holsteins filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-35080) on June 29, 2012.  The Debtor estimated
assets of $10 million to $50 million and liabilities of up to
$10 million.  The Debtor is represented by Jeffrey C. Misley,
Esq., at Sussman Shank LLP, in Portland.

In its schedules, the Debtor disclosed $11,161,063 in assets and
$8,307,564 in liabilities.


PETER DEHAAN: Farm Credit Objects to Amended Disclosure Statement
-----------------------------------------------------------------
Fully secured creditor Northwest Farm Credit Services, PCA, filed
with the U.S. Bankruptcy Court for the District of Oregon an
objection to Peter DeHaan Holsteins, LLC's first amended
disclosure statement.

As reported by the Troubled Company Reporter on June 24, 2013, the
Debtor submitted to the Court a First Amended Plan of
Reorganization and Disclosure Statement dated May 20, 2013, which
discusses at length alternative scenarios on the proposed
treatment for Class 1 Northwest Farm Credit Services, PCA Secured
Claim.  A full-text copy of the First Amended Disclosure Statement
is available for free at http://PETERDEHAAN_AmdDSMay20.PDF

John D. Albert, Esq., at Albert & Tweet, LLP, the attorney for
Farm Credit, says in the July 2, 2013 filing that the First
Amended Plan is too vague and uncertain in several key
particulars.  Mr. Albert states that, among other things, the
First Amended Disclosure Statement has no cash flow projections
demonstrating the Debtor's ability or inability to fund the post-
confirmation plan payments to Farm Credit.  Mr. Albert states that
the cash flow projection with the First Amended Disclosure
Statement covers only the months of June 2013 through February
2014, and includes no debt service beyond the current adequate
protection payments.

According to Mr. Albert, the First Amended Disclosure Statement
contains no estimate of the cash required at confirmation and no
discussion of the Debtor's ability to fund the cash requirements
of confirmation.

"It is unclear whether the First Amended Plan proposes and whether
the disclosure statement describes (1) a formula for calculating
debt service after a partial liquidation, e.g., monthly payments
on the remaining balance amortized over 25 years at 5.5% interest,
(2) a fixed payment of $7,369 per month regardless of whether the
partial liquidation reduces Farm Credit's secured claim to $1.2
million, or (3) a promise and a requirement that the partial
liquidation reduce Farm Credit's secured claim to not more than
$1.2 million," Mr. Albert says.

Farm Credit's attorney can be reached at:

      ALBERT & TWEET, LLP
      John D. Albert
      P.O. Box 968
      Salem, OR 97308
      Tel: (503) 585-2056
      E-mail: jalbert@albertandtweet.com

                   About Peter DeHaan Holsteins

Peter DeHaan Holsteins, LLC, is a recognized leader in the dairy
industry and well known for producing high quality milk products.
Pete DeHaan Jr., the Debtor's 100% owner and Managing Member, has
managed and operated dairy facilities in Oregon for over 15 years.
The Debtor's principal source of income is from the production and
sale of milk, which is shipped to Northwest Dairy Association, a
cooperative that transports, processes and sells the resulting
milk products.  In 2011, the Debtor produced 56,137,722 pounds of
whole milk which generated gross income of $11.19 million.

Peter DeHaan Holsteins employs 36 employees and its dairy herd
consists of 2,194 cows and 2,382 heifers for a total of 4,576
animals.  The dairy operations are conducted at three separate
farms located in Yamhill County and Washington County Oregon.  The
primary farm consists of milking facilities and a 230 acre farm
located at 22180 Lafayette Highway Salem, Oregon.  A second farm
is leased from Alan and Alice Beardsley which includes dairy
facilities and 280 acres of farmland located in Gaston, Oregon.  A
third farm consisting of 245 acres is owned by the Debtor and is
located in McMinnville, Oregon.  The McMinnville Farm is used
primarily for raising replacement heifers and growing crops used
to feed the Debtor's dairy cattle.

Peter DeHaan Holsteins filed a Chapter 11 petition (Bankr. D.
Ore. Case No. 12-35080) on June 29, 2012.  The Debtor estimated
assets of $10 million to $50 million and liabilities of up to
$10 million.  The Debtor is represented by Jeffrey C. Misley,
Esq., at Sussman Shank LLP, in Portland.

In its schedules, the Debtor disclosed $11,161,063 in assets and
$8,307,564 in liabilities.


PICCADILLY RESTAURANTS: Files Joint Reorg Plan with Yucaipa
-----------------------------------------------------------
Piccadilly Restaurants, LLC, and two of its debtor affiliates,
together with Yucaipa Corporate Initiatives Fund I, L.P., filed a
Joint Chapter 11 Plan of Reorganization and an accompanying
Disclosure Statement with the U.S. Bankruptcy Court for the
Western District of Louisiana.

The Joint Plan contemplates that Yucaipa will advance cash to the
Debtors, which will be available to the Reorganized Debtors for
the purpose of effectuating the Joint Plan.  The Yucaipa Advance
will accrue interest at a fixed rate of 9% per annum, with the
Debtors' obligation to pay the Advance be secured with a first
priority lien.  Payment of the Yucaipa Advance will be
subordinated to the General Unsecured Claim Note in right of
payment -- but not in lien priority -- until the General Unsecured
Claim Note is paid in full.

On the Plan Effective Date, Piccadilly Investments will form a
direct subsidiary, Intermediate Holdco, to which it will transfer
its Interests in Piccadilly Restaurants.

Moreover, an administrator will be appointed under the Plan, who
will be responsible for collecting and disbursing Cash from the
General Unsecured Distribution Account, among other things.  The
administrator will be selected by Yucaipa.

The Plan also provides for the classification and treatment of
claims against, and interests in, the Debtors -- 5 claim classes
against each of Piccadilly Food Service LLC and Piccadilly
Investments LLC and 7 claim classes against Piccadilly Restaurants
LLC.  Claim classes common to all three Debtors are Other Priority
Claims; Atalaya Secured Claim; Other Secured Claims; General
Unsecured Claims and Interests -- with Piccadilly Restaurants
having two more claim classes, Convenience Claims and Litigation
Claims.

For the Atalaya Secured Claim, a New Atalaya Secured Note will be
executed and delivered to Atalaya on the Effective Date.  The New
Note will provide for interest at a rate of 4.75% per annum,
payable quarterly in Cash.

Convenience Claims will receive 100% of the Allowed Amount,
provided that the aggregate amount of Convenience Claims will not
exceed $500,000.

For the General Unsecured Claims, the Reorganized Debtors will
deposit $700,000 into a General Unsecured Distribution Account.
On the Effective Date, the Reorganized Debtors will execute the
General Unsecured Claim Note in an amount equal to 100% of the
face amount of the Allowed General Unsecured Claims.  The Note
will bear interest at a fixed per annum rate of 9% until paid in
full, and will mature and become payable in 24 months after the
Effective Date.

The Plan is signed by Thomas J. Sandeman, Chief Executive Officer
of Piccadilly Restaurants, LLC and Robert P. Bermingham, Vice-
President of Yucaipa Corporate Initiatives Fund I, LLC.

Full-text copies of the Joint Chapter 11 Plan and Disclosure
Statement dated July 8, 2013, are available for free at:

      http://bankrupt.com/misc/PICCADILLYREST_PlanDSJul8.pdf

A hearing will be conducted on Aug. 13, 2013, at 1:30 p.m. to
consider the adequacy of the Disclosure Statement.  Any objections
must be served with the Court 7 days before the hearing.

Counsel to Debtors Piccadilly Restaurants, LLC; Piccadilly Food
Service, LLC; and Piccadilly Investments, LLC are:

          JONES WALKER LLP
          Elizabeth J. Futrell, Esq.
          P. Patrick Vance, Esq.
          Mark A. Mintz, Esq.
          201 St. Charles Avenue, 51st Floor
          New Orleans, LA 70170
          Tel No.: (504) 582-8000

Counsel for Yucaipa Corporate Initiatives Fund I, L.P., are:

          LATHAM & WATKINS, LLP
          Robert Klyman, Esq.
          355 South Grand Avenue
          Los Angeles, CA 90071-1560
          Tel No.: (213) 485-1234
          E-mail: ROBERT.KLYMAN@law.com

               -- and --

          HELLER, DRAPER, PATRICK & HORN
          William H. Patrick, III, Esq.
          Tristan E. Manthey, Esq.
          650 Poydras Street, Suite 2500
          New Orleans, LA 70130-6103
          Tel No.: (504) 299-3300
          E-mail: wpatrick@hellerdraper.com
                 tmanthey@hellerdraper.com

                  About Piccadilly Restaurants

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fl. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A. represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

Judge Robert Summerhays oversees the 2012 cases.  Lawyers at
Jones, Walker, Waechter, Poitevent, Carrere & Denegre, LLP, in New
Orleans, serve as the 2012 Debtors' counsel.  BMC Group, Inc.,
serves as claims agent, noticing agent and balloting agent.  In
its schedules, the Debtor disclosed $34,952,780 in assets and
$32,000,929 in liabilities.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtors' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.

Henry G. Hobbs, Jr., Acting United States Trustee for Region 5,
has appointed seven members to the official committee of unsecured
creditors in the Debtors' Chapter 11 cases.  In October, the
Committee sought and obtained Court approval to employ Frederick
L. Bunol, Albert J. Derbes, IV, of The Derbes Law Firm, L.L.C. as
attorneys.


PIONEER FREIGHT: Files Chapter 15 in New York
---------------------------------------------
Pioneer Freight Futures Co., at one time a trader in freight
futures, filed a petition for Chapter 15 protection (Bankr.
S.D.N.Y. Case No. 13-bk-12324) on July 16 in New York through the
company's liquidators from the British Virgin Islands.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that although the company has been in liquidation in the
Virgin Island and in the U.K. since February 2010, the liquidators
so far say they have been able to recover "very little" of the
books and records.  The liquidators intend to use Chapter 15 to
chase down asset they believe may have been transferred to the
U.S.

The report notes that the company was an affiliate of Pioneer Iron
& Steel and had offices in Hong Kong and Beijing.  The company
decided to file for liquidation initially in the British Virgins
Islands because that's the place of incorporation.  The
liquidators want the U.S. Bankruptcy Court to recognize the
British Virgin Islands as home to the so-called foreign main
proceeding.

The report discloses that a ruling to that effect will halt
creditor actions in the U.S. and allow the liquidators to use
powers of U.S. law to collect assets for distribution to creditors
by the court in the British Virgin Islands.  The petition listed
assets and debt both exceeding $100 million.


RAMS ASSOCIATES: Jersey Shore Arena Files Ch.11 to Sell to Lender
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Rams Associates LP, doing business as Jersey Shore
Arena, a three ice-rink recreation facility in Farmingdale, New
Jersey, filed a petition for Chapter 11 protection (Bankr. D.N.J.
Case No. 13-bk-25541) on July 16 in Trenton.

According to the report, the Chapter 11 filing was in response to
an involuntary petition filed in June by four creditors.  The
rinks have $11.5 million in mortgages recently acquired by a
company affiliated with Alex Shnayderman, according to a court
filing.  There was a tentative agreement before bankruptcy for him
to buy the 15-acre property, which also has a laser-tag pro shop,
arcade, and indoor turf field.

The report notes that the current owners have a $4.25 million
mortgage, and there is $500,000 owing on real estate taxes.

The report discloses that unsecured creditors are owed another $4
million, according to a court filing.  The owners intend to sell
the facility in Chapter 11.


REVSTONE INDUSTRIES: Boston Finance Wants Parts of Chapter 7
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that creditors of Revstone Industries LLC collectively and
individually are teaming up to dismember the maker of truck-engine
parts.

According to the report, the first shoe dropped this month when
the creditors' committee took the initiative away from Lexington,
Kentucky-based Revstone and filed a proposed Chapter 11
reorganization plan giving ownership to unsecured creditors and
wiping out existing equity holdings.

Last week, secured creditor Boston Finance Group LLP filed a
motion seeking conversion of the Chapter 11 cases of two Revstone
units to liquidations in Chapter 7, where a trustee would make
distributions of remaining assets without a Chapter 11 plan.  The
assets of the two subsidiaries, Greenwood Forgings LLC and US Tool
& Engineering LLC, were both sold with permission from the
bankruptcy court in Delaware.  Most sale proceeds were turned over
to Boston Finance, the primary secured creditor.  Boston Finance
said it still has claims against the two companies for more than
$5 million.  Saying it's the largest creditor and never will vote
in favor of Chapter 11 plans for the two units, Boston Finance
wants the two cases converted to Chapter 7 where a trustee could
more quickly make distributions of remaining assets.

The report discloses that the creditors' committee claimed
it was entitled to file a plan because Revstone violated an
agreement extending the company's exclusive right to propose a
reorganization.  The nature of Revstone's shortcomings is unknown
because the agreement governing exclusivity was filed under seal.
Creditors were also seeking appointment of a trustee.  The basis
for having a trustee was never revealed because the papers are
filed under seal.

          About Revstone Industries, Greenwood Forgings,
                      & US Tool & Engineering

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

A motion for joint administration of the cases has been filed.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.


SAAB CARS: Confirms 25% to 82% Liquidating Chapter 11 Plan
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Saab Cars North America Inc., the U.S. subsidiary of
the bankrupt Swedish automaker Saab Automobile AB, can emerge from
bankruptcy after a judge in Delaware on July 16 signed a
confirmation order approving the liquidating Chapter 11 plan.

According to the report, assets already liquidated, the plan
proposed jointly by the company and the unsecured creditors'
committee governs the distributions of sale proceeds.  Unsecured
creditors with claims totaling $77 million were told to expect a
recovery between 25 percent and 82 percent.  The pool of unsecured
claims included about $50 million from the Swedish parent on
account of new cars and parts.  How much other unsecured creditors
recover will depend on the committee's success in knocking out or
subordinating the parent's claims, according to the explanatory
disclosure statement.

The report notes that the unsecured creditor recovery will also
depend on whether dealers end up with valid unsecured claims.
Ally Financial Inc. is expected to have a full recovery on its
$18.5 million claim secured by cars that were sold.

A March 31 balance sheet among the disclosure materials shows the
U.S. company as having $26.5 million in cash.

                       About Saab Cars N.A.

More than 40 U.S.-based Saab dealerships have signed an
involuntary chapter 11 bankruptcy petition for Saab Cars North
America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30,
2012.  The petitioners, represented by Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/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.

Donlin, Recano & Company, Inc. (DRC), has been retained to provide
claims and noticing agent services to Saab Cars North America,
Inc. in its Chapter 11 case.

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.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.

On Feb. 24, 2012, the Court, inconsideration of the petition filed
on Jan. 30, 2012, granted Saab Cars North America, Inc., relief
under Chapter 11 of the Bankruptcy Code.

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.


SATNAM LODGING: Non-Disclosure Costs Lawyer $16,033
---------------------------------------------------
Bankruptcy Judge Arthur B. Federman directed attorney Lydia Carson
-- who filed the voluntary Chapter 11 Petition on behalf of Satnam
Lodging, L.L.C. in January 2013, and who represented Satnam in its
previous bankruptcy case in 2012 -- to disgorge and pay into the
trust account of the Debtor's current counsel, Bradley McCormack,
the sum of $16,033 within 14 days.  The Court finds that Ms.
Carson failed to comply with the disclosure requirements of 11
U.S.C. Sec. 329, Fed.R.Bankr.P. Rules 2014 and 2016, and Local
Rule 2016-1.

The Court finds that disgorgement of fees paid in both cases is an
appropriate sanction for such failure, particularly considering
Ms. Carson's response that the lack of disclosure was intentional
due to the source of the fees, and her continued failure to fully
disclose her compensation, even after she had been ordered to
disgorge the first $5,000.  In sum, based on her intentional
misrepresentations to the Court concerning her compensation, Ms.
Carson will be ordered to disgorge $10,746 from the 2012 case,
plus $5,287 from the 2013 case.

The Court also directed Mr. McCormack to hold the funds in trust
pending a determination as to who may be entitled to them, and to
certify to the Court whether they are received as ordered.

A copy of the Court's July 16 Amended Order is available at
http://is.gd/bIvG97from Leagle.com.

Satnam Lodging, L.L.C., operates a Country Hearth Inn hotel in
Kansas City, Missouri.  Satnam Lodging sought Chapter 11
protection (Bankr. W.D. Mo. Case No. 13-40100) on Jan. 10, 2013,
represented by Lydia M. Carson, Esq. -- lydiacarsonlaw@yahoo.com
-- at Carson Law Center, P.C.  Judge Dennis R. Dow was originally
assigned to the case.  In its 2013 petition, Satnam scheduled
assets of $2,148,267 and liabilities of $3,142,037.  A list of the
Company's 20 largest unsecured creditors filed with the petition
is available for free at http://bankrupt.com/misc/mowb13-40100.pdf
The petition was signed by Daljeet Mann.

Satnam first filed for bankruptcy (Bankr. W.D. Mo. Case No.
12-42607) on June 26, 2012.  Judge Arthur B. Federman oversaw this
case.  Ms. Carson, Esq., also served as counsel in the 2012 case.
In the 2012 petition, Satnam scheduled assets of $5,958,378 and
liabilities of $4,306,534.  A list of the Company's 20 largest
unsecured creditors filed together with the petition is available
for free at http://bankrupt.com/misc/mowb12-42607.pdf The
petition was signed by Daljeet Mann.

The 2012 case was dismissed on Dec. 4, 2012, on the Debtor's
motion.  The U.S. Trustee and Zion's First National Bank also had
Motions to Dismiss or Convert pending in the first case.


SIEGMUND STRAUSS: Windsor Brands' Claim Pegged at $496,265
----------------------------------------------------------
Bankruptcy Judge Martin Glenn ruled that the letter agreements
between Siegmund Strauss, Inc., and Windsor Brands, Ltd.; and
between Strauss and Twinkle Import Co., Inc., constituted a valid
enforceable contract that was breached by Strauss. As a result,
for voting and distribution purposes pursuant to 11 U.S.C. Section
502(c), the Court estimates the value of Claim No. 33 filed by
Roberto Rodriguez and Teresa Rodriguez on behalf of Twinkle and
its parent company, Windsor, at $496,265.60, consisting of:

     (i) $381,265.60 for Strauss's failure to purchase Twinkle's
         inventory,

   (ii) $12,000 for Strauss's failure to pay for the Rodriguez
        Parties' warehouse equipment,

  (iii) $88,000 for Strauss's failure to pay for the fixtures
        and leasehold improvements, and

   (iv) $15,000 for sales commissions for May 2006.

The claim asserted by the Rodriguez Parties has been the subject
of more than seven years of litigation in New York state courts
including: in the Commercial Division in Manhattan, two trips to
the Appellate Division, First Department, and one trip to the New
York Court of Appeals. Despite these protracted proceedings in
state court, the parties acknowledge, and it is clear to the
Court, that allowing the litigation to proceed to judgment in
state court would unduly delay administration of the case.
Therefore, the Court determined that estimation of the claim for
purposes of voting and distribution is appropriate. Counsel for
the parties agreed with this conclusion and cooperated in
establishing the procedures for the July 8 estimation hearing.

A copy of Judge Glenn's July 17 Findings of Fact and Conclusions
of Law estimating claim no. 33 is available at http://is.gd/2ZfwF4
from Leagle.com.

Jaspan Schlesinger LLP's Shannon Anne Scott, Esq. --
sscott@jaspanllp.com -- represents Roberto Rodriguez, Teresa
Rodriguez, Twinkle Import Co., Inc. and Windsor Brands, Ltd.

Siegmund Strauss, Inc., based in Bronx, New York, filed for
Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 13-10887) on
March 25, 2013.  Marc E. Richards, Esq., at Blank Rome, LLP,
serves as the Debtor's counsel.  Siegmund Strauss scheduled
$232,292 in assets, and liabilities of $1,067,847.  A list of the
Company's 20 largest unsecured creditors filed with the petition
is available for free at http://bankrupt.com/misc/nysb13-10887.pdf
The petition was signed by Stanley Mayer, president.

Seyfarth Shaw LLP's Adrian Zuckerman, Esq., and Ralph Berman, Esq.
-- azuckerman@seyfarth.com and rberman@seyfarth.com -- serve as
Special Litigation Counsel to Siegmund Strauss.


STEINWAY MUSICAL: S&P Retains 'B+' CCR on CreditWatch Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B+' corporate
credit rating on Waltham, Mass.-based Steinway Musical Instruments
Inc. remains on CreditWatch with negative implications.  The
rating was placed on CreditWatch with negative implications on
July 2, 2013, following Steinway's announcement that it had
received a cash offer for all of its outstanding shares from
Kohlberg & Co. and affiliates at $35 per share.  The company is in
a "go-shop" period, which is set to expire on Aug. 14.  S&P
expects the transaction to close in the company's fiscal third
quarter.

At the same time, S&P assigned a 'B' issue-level rating to
Steinway's proposed $175 million first-lien senior secured term
loan due 2019, and a recovery rating of '3', indicating S&P's
expectation for meaningful (50% to 70%) recovery in the event of a
payment default.  S&P has also assigned a 'B-' issue-level rating
to the company's proposed $75 million second-lien senior secured
term loan due 2020, and a recovery rating of '5', indicating S&P's
expectation for modest (10% to 30%) recovery in the event of a
payment default.  The new issue-level ratings are not on
CreditWatch but are dependent on a successful completion of the
proposed transaction, and are subject to a review of final
documentation.

S&P also has withdrawn the rating on Steinway's existing 7.0%
senior notes due 2014 following the July 15, 2013, redemption of
the remaining outstanding balance.

S&P expects net proceeds from the proposed term loans, along with
a $175 million equity investment from Kohlberg & Co., a moderate
draw on the proposed $75 million asset-based lending facility due
2018 (ABL, unrated), and cash on hand to be used to purchase the
outstanding equity and pay fees and expenses.

"We intend to resolve the CreditWatch listing when Steinway
completes the proposed transaction and finalizes the related
financing," said Standard & Poor's credit analyst Stephanie
Harter.  "At that time we expect to lower the corporate credit
rating to 'B' based upon terms of the currently proposed
transaction, and assign a stable outlook."

If Steinway does not complete the proposed transaction as
currently described, Standard & Poor's would withdraw the new
issue-level ratings on the senior secured facilities and
reevaluate the CreditWatch listing and ratings.


SUNSTONE COMPONENTS: Pancon Wins Approval to Buy Metal Stamper
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Pancon Corp. got formal court approval on July 16 to
buy the assets of Sunstone Components Group Inc. for $4.2 million.

According to the report, although Pancon was the stalking-horse,
or lead, bidder at auction, it was forced to raise the price
almost two-thirds to win the day.  Pancon is a Stoughton,
Massachusetts-based connector maker controlled by private-equity
investor Milestone Partners.  Sunstone is a provider of precision
metal stampings and insert moldings.  At the outset of bankruptcy,
senior secured lender Comerica Bank was owed about $5.1 million.

The report notes that it will receive almost $2.3 million from
sale proceeds and share the remainder at a ratio of 92.5 percent
to 7.5 percent with the company, with the bank receiving the
larger share.  Comerica is waiving any remaining unsecured claims
and taking its lien off remaining property.

                  About Sunstone Components Group

Headquartered in Temecula, California, Sunstone Components Group
is a provider of precision metal stamping and insert injection
moldings.

Snowbird Capital Mezzanine Fund, a subordinate secured lender owed
$6.7 million by Sunstone Components Group, Inc., filed an
involuntary Chapter 11 bankruptcy petition for Sunstone (Bankr.
C.D. Cal. Case No. 13-16232) on April 5, 2013.

Snowbird also filed an involuntary Chapter 11 case against Molding
International and Engineering, Inc. (Bankr. C.D. Cal. Case No. 13-
16235) on April 5, 2013.

The Debtors are represented by attorneys at Landau Gottfried &
Berger, LLP.  The petitioner is represented by Mark B. Joachim,
Esq., at Arent Fox, LLP.

Bankruptcy Judge Meredith A. Jury presides over the case.

Comerica Bank, owed about $5.1 million, is the senior secured
lender. The bank is providing an additional $220,000 loan for the
bankruptcy.

On May 2, 2013, the company consented to being in Chapter 11 order
to sell substantially all of the Company's assets.

Comerica has been providing $220,000 in financing for the
bankruptcy.


SYNOVUS FINANCIAL: Moody's Lifts Sr. Unsecured Debt Rating to B1
----------------------------------------------------------------
Moody's Investors Service has upgraded the long-term ratings of
Synovus Financial Corporation and its bank subsidiary, Synovus
Bank. The senior unsecured debt of Synovus Financial was upgraded
to B1 from B2. At Synovus Bank, long-term deposits were upgraded
to Ba2 from Ba3 and the standalone bank financial strength
rating/baseline credit assessment was upgraded to D/ba2 from D-
/ba3. The short-term ratings of the bank were affirmed at Not
Prime. Following the upgrade, the rating outlook is positive.

Ratings Rationale:

The upgrade follows Synovus' announcement of its intent to redeem
its $968 million of TARP preferred stock. The redemption will be
funded mostly from dividends from the bank, as well as preferred
and common equity issuances.

Moody's said that the rating upgrade reflects the progress Synovus
has made in improving the sustainability of its franchise and its
asset quality and earnings, which is reflected by the regulators
allowing the company to redeem TARP. This redemption follows other
recent positive developments such as the reversal of the valuation
allowance against its deferred tax asset and the removal of its
regulatory agreements.

Regarding asset quality and earnings, as of June 30, 2013,
Synovus' nonperforming assets (NPAs: nonaccrual loans, 90+ days
past due, other real estate, and accruing troubled debt
restructured loans) were $1.3 billion or 6.4% of loans and other
real estate. Although still high, it is significantly less than
the peak of 2009. Earning has improved since Synovus returned to
profitability in late 2011, driven largely by lower credit costs.

The positive outlook reflects the continued progress that Moody's
expects the company to realize in reducing its NPAs and its
commercial real estate (CRE) concentration. NPAs have declined
consistently for several periods, although progress has been
moderated by the inflow of accruing troubled debt restructured
loans. CRE has also declined significantly to less than one-third
of total loans, as the company emphasizes commercial loan growth.
An element that could reduce positive rating pressure is evidence
of imprudent underwriting in Synovus' growing commercial
portfolio.

The principal methodology used in these ratings was Global Banks
published in May 2013.


THQ INC: Plan to Be Confirmed; Investors Make 500% On Debt
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bankruptcy judge told THQ Inc. at a confirmation
hearing July 16 that she will sign an order approving the video-
game developer's liquidating Chapter 11 plan.

According to the report, the primary dispute to determine how much
creditors receive and how soon will be the topic of an Aug. 19
hearing.  THQ wants the court to subordinate the $107 million in
claims held by foreign subsidiaries.  Investors who bought THQ
unsecured notes before bankruptcy are looking at a profit of more
than 500 percent, based on recent trading prices.

The report relates that the liquidating plan gives unsecured
creditors as little as 19.9 percent or as much as 51.9 percent on
claims ranging between $143 million and $291.6 million.  If the
foreign subsidiaries claims are held valid, the recovery at least
in the short-run will be at the low end of the range, 19.9 percent
to 29.6 percent, according to the disclosure statement.  If the
European claims are knocked out, the distribution rises to 31.5
percent to 51.9 percent.

The report notes THQ has told the court that the foreign
subsidiaries are all solvent and thus eventually will pay their
own creditors in full, leaving a surplus of $9 million to $14
million ultimately returning to the parent.  The subsidiaries take
the position that the process should take the normal course and
not presuppose they can pay their creditors fully.

Ultimately, THQ estimates the liquidation will generate $94.9
million to $105.2 million, leaving $58 million to $74 million for
distribution to unsecured creditors.

THQ's $100 million in unsecured notes last traded on July 12 for
50.5 cents on the dollar, about 2.5 times the price on Jan. 11,
according to Trace, the bond-price reporting system of the
Financial Industry Regulatory Authority.  The notes have risen
more than fivefold in price since December.

                          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.


UNITEK GLOBAL: S&P Raises Corporate Credit Rating to 'CCC'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Blue Bell, Pa.-based UniTek Global Services Inc. to
'CCC' from 'D', and raised the issue-level rating on its senior
secured term loan to 'CCC-' from 'D'.  S&P placed the ratings on
CreditWatch with positive implications.  At the same time, S&P
withdrew the 'CC' rating on the extinguished $75 million asset-
based lending facility.

"The rating actions reflect UniTek's payment of its previously
missed interest payment on its senior secured term loan, and the
company's new $75 million asset-based revolving credit facility,"
said Standard & Poor's credit analyst Michael Weinstein.  S&P
believes the new facility will provide the company with necessary
working capital to fund ongoing operations.

On July 18, 2013, UniTek said it is nearing an amendment to its
term loan credit agreement which would grant the company relief on
its financial maintenance covenants, including the total leverage
covenant that S&P believes was out of compliance.  The proposed
redrawn leverage and fixed-charge covenants would be set with at
least 20% cushion to future EBITDA under the amendment.  If UniTek
is successful in obtaining the amendment to its credit agreement,
S&P believes the company would maintain its existing service
contract with DirecTV, which generates approximately 40% of the
company's total revenue.

"We anticipate that we will keep the ratings on CreditWatch until
UniTek executes the amendment of its senior secured term loan and
receives written notice from DirecTV confirming that the customer
will maintain UniTek's existing service contract.  If these near-
term issues are resolved and we are confident in ongoing
operations, we could raise the corporate credit rating to the 'B'
category.  However, ratings could remain constrained if the
company's audited and quarterly financials are further delayed due
to the previously announced admission of improper revenue
recognition at the company's Pinnacle Wireless division," S&P
said.


W/S PACKAGING: Moody's Assigns 'B2' CFR; Outlook Stable
-------------------------------------------------------
Moody's Investors Service assigned a first time ratings of a B2
corporate family and B3-PD probability of default to label
manufacturer W/S Packaging Holdings, Inc. The rating outlook is
stable. The proceeds of the transaction will be used to refinance
existing debt and pay related fees and expenses.

Moody's took the following actions for W/S Packaging Group, Inc.:

- Assigned B2 Corporate Family Rating

- Assigned B3-PD probability of default rating

- Assigned $40 million revolver due 2018, B1 (LGD 3, 30%)

- Assigned $236 million senior secured term loan B due 2019, B1
   (LGD 3, 30%)

The rating outlook is stable.

The ratings are subject to the receipt and review of the final
documentation.

Ratings Rationale:

The B2 corporate family rating reflects W/S's high leverage, low
percentage of contracts with cost pass-throughs and EBIT margin
that is weak for the rating category. The rating also reflects the
company's acquisitiveness and the competitive and fragmented
industry structure.

Strengths in W/S's credit profile include long-standing
relationships with the top ten customers, high percentage of sales
to relatively stable end markets and a good competitive position.
The company is one of the larger companies in the industry despite
its small revenue base.

The rating outlook is stable. The stable outlook contemplates an
expectation of continued strong execution, good liquidity and
sound financial policies.

The rating could be downgraded if there is a deterioration in
credit metrics, the operating and competitive environment or
liquidity. A large acquisition or a large number of smaller
acquisitions over the horizon may also prompt a downgrade.
Specifically, the rating could be downgraded if debt to EBITDA
increases to above 6.0 times, free cash flow to debt declines
below 4.0% and/or the EBIT margin declines to below 6.0%.

The rating could be upgraded if the company sustainably improves
credit metrics while maintaining good liquidity within the context
of a stable operating and competitive environment. Specifically,
the rating could be upgraded if debt to EBITDA declines to less
than 4.5 times, free cash flow to debt rises to the high single
digits, EBIT interest coverage increases to above 1.75 times, and
the EBIT margin increases to above 7.5%.

The principal methodology used in this rating was the Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
Industry Methodology published in June 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.

Headquartered in Green Bay, WI, W/S Packaging Group, Inc. is a
provider of pressure sensitive labels, flexible film packaging and
other packaging solutions for the food and beverage, health and
beauty, and consumer products markets. Approximately 96% of the
company's revenue is generated in the US with the remainder
primarily from Canada, Europe and Mexico. Revenue for the twelve
months ended April 30, 2013 was approximately $426 million. W/S
has been a portfolio company of J.W. Childs Associates, L.P. since
2006.


* Citigroup Rectified Improper Filing of Social Security Numbers
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Citigroup Inc. blew the whistle on itself for
violating court rules by filing claims that disclosed personal
information about bankrupt consumers.

According to the report, as a result of previously secret
settlements with U.S. Trustees around the county, the bank removed
Social Security numbers and birthdates from claims filed in
150,000 cases from 2007 to 2011, according to an e-mailed
statement from the Executive Office of the U.S. Trustee program.

The report notes that Citigroup first went to the bankruptcy court
in New York in September 2011, disclosing that it had included
information on proofs of claim that should have been redacted from
publicly visible court filings.  The result was a settlement under
which Citigroup agreed to remove the offending information.

The report discloses that in addition, Citigroup gave the
consumers one year of free credit monitoring.  The proceedings
were under seal until this week to prevent the unscrupulous from
learning about the existence of the information.  There were
agreements with U.S. Trustees from around the country because
courts have held there is no power to make what amounts to a
class-action settlement in an individual bankruptcy.

The matter is In re Matter of Citi Replacement Filings,
11-bk-00405, U.S. Bankruptcy Court, Southern District of New York.


* Moody's: Borrowing Base Facilities Have Highest Ave. Recoveries
-----------------------------------------------------------------
Among all the types of debt in a company's capital structure, few
offer investors higher average recoveries in default than bank
loans with borrowing base facilities, Moody's Investors Service
says in a new report, "Money in the Bank." Upon review of 285 bank
debt instruments in its Ultimate Recovery Database, Moody's found
that borrowing base facilities have average recoveries of 96.9%. A
borrowing base is a defined set of company assets that serve as
collateral for a bank loan.

"Bank loans with borrowing base facilities are usually secured by
a company's current assets, are typically over-collateralized and
have historically offered an ample cushion of contractually
subordinated debt to absorb losses," says Senior Vice President,
David Keisman. "If the US speculative-grade default rate were to
rise from its current low levels, borrowing base facilities would
fare better in default than most other types of debt instruments."

While the contractual features of borrowing base debt instruments,
such as the nature of the collateral, are key determinants of
investors' recovery in default, Keisman says, the most important
elements relate more to the structure of the debt instrument and
its place in the company's capital structure.

"With an average 64.8% cushion of subordinated debt, borrowing
base facilities' senior standing in the capital structure is a key
reason why they have high recoveries," he says. "In addition,
borrowing base facilities benefit from what might be called
'active bank management,' as lenders keep a close eye on
underlying collateral and can adjust the percentage of collateral
value that will be available to borrowers."

The use of borrowing base facilities tends to center on industries
that have a finished or commodity inventory that can be readily
valued, and on lower-rated companies, according to Moody's.
Lenders to the oil and gas exploration and production (E&P)
sector, for example, have for decades been using a specialized
form of borrowing base lending known as reserve base lending.

"Highly capital-intensive E&P companies are exposed to unique
risks, including commodity price volatility and a depleting
resource base," says Vice President -- Senior Credit Officer,
Stuart Miller. "Reserve base lending, which is a secured borrowing
base credit facility, is used to govern leverage and maintain a
prudent advance rate to speculative-grade companies."

While borrowing bases are critical components of asset-based loans
(ABLs), not all borrowing base facilities have the elements
required for designation as ABLs, Moody's says. ABLs generally
have more rigorous collateral controls and monitoring than non-ABL
borrowing base facilities, for example, and lenders may also have
the right to make field inspections of a business and to access
the borrower's cash collections under certain conditions.


* BOND PRICING -- For Week From July 15 to 19, 2013
---------------------------------------------------

  Company              Ticker   Coupon Bid Price  Maturity Date
  -------              ------   ------ ---------  -------------
AES Eastern Energy LP  AES       9.670     4.125       1/2/2029
AES Eastern Energy LP  AES       9.000     1.750       1/2/2017
AGY Holding Corp       AGYH     11.000    52.063     11/15/2014
ATP Oil & Gas Corp     ATPG     11.875     1.250       5/1/2015
ATP Oil & Gas Corp     ATPG     11.875     0.875       5/1/2015
ATP Oil & Gas Corp     ATPG     11.875     0.875       5/1/2015
Affinion Group
  Holdings Inc         AFFINI   11.625    51.000     11/15/2015
Alion Science &
  Technology Corp      ALISCI   10.250    64.998       2/1/2015
Atlantic City
  Electric Co          POM       6.625    99.000       8/1/2013
Buffalo Thunder
  Development
  Authority            BUFLO     9.375    31.875     12/15/2014
Cengage Learning
  Acquisitions Inc     TLACQ    10.500    20.500      1/15/2015
Cengage Learning
  Acquisitions Inc     TLACQ    12.000    15.250      6/30/2019
Cengage Learning
  Acquisitions Inc     TLACQ    13.250     1.250      7/15/2015
Cengage Learning
  Acquisitions Inc     TLACQ    10.500    20.500      1/15/2015
Cengage Learning
  Acquisitions Inc     TLACQ    13.250     1.250      7/15/2015
Cengage Learning
  Holdco Inc           TLACQ    13.750     1.250      7/15/2015
Champion
  Enterprises Inc      CHB       2.750     0.375      11/1/2037
Corporate Bond
  TRACERS Units        CBTRCR    5.220    99.167      7/25/2013
Dynegy Roseton LLC /
  Dynegy Danskammer
  LLC Pass Through
  Trust Series B       DYN       7.670     4.500      11/8/2016
Eastman Kodak Co       EK        7.000     5.000       4/1/2017
Eastman Kodak Co       EK        9.200     3.600       6/1/2021
Eastman Kodak Co       EK        9.950     2.100       7/1/2018
Energy Conversion
  Devices Inc          ENER      3.000     7.875      6/15/2013
FairPoint
  Communications
  Inc/Old              FRP      13.125     1.000       4/2/2018
FiberTower Corp        FTWR      9.000     8.750       1/1/2016
First Data Corp        FDC       4.700    99.102       8/1/2013
GMX Resources Inc      GMXR      9.000    13.000       3/2/2018
GMX Resources Inc      GMXR      4.500     5.250       5/1/2015
Gasco Energy Inc       GSXN      5.500    17.000      10/5/2015
Geokinetics
  Holdings USA Inc     GEOK      9.750    51.750     12/15/2014
HP Enterprise
  Services LLC         HPQ       3.875    94.525      7/15/2023
Hawker Beechcraft
  Acquisition
  Co LLC / Hawker
  Beechcraft
  Notes Co             HAWKER    9.750     2.000       4/1/2017
James River Coal Co    JRCC      4.500    49.063      12/1/2015
LBI Media Inc          LBIMED    8.500    30.000       8/1/2017
Lehman Brothers
  Holdings Inc         LEH       1.000    21.250      8/17/2014
Lehman Brothers
  Holdings Inc         LEH       1.000    21.250      8/17/2014
Lehman Brothers
  Holdings Inc         LEH       0.250    21.250     12/12/2013
Lehman Brothers
  Holdings Inc         LEH       0.250    21.250      1/26/2014
Lehman Brothers
  Holdings Inc         LEH       1.250    21.250       2/6/2014
Lehman Brothers
  Holdings Inc         LEH       1.000    21.250      3/29/2014
MF Global
  Holdings Ltd         MF        6.250    44.500       8/8/2016
MF Global
  Holdings Ltd         MF        1.875    44.250       2/1/2016
OnCure Holdings Inc    ONCJ     11.750    44.500      5/15/2017
PMI Group Inc/The      PMI       6.000    26.000      9/15/2016
Penson Worldwide Inc   PNSN     12.500    24.125      5/15/2017
Penson Worldwide Inc   PNSN      8.000     8.625       6/1/2014
Penson Worldwide Inc   PNSN     12.500    24.125      5/15/2017
Platinum Energy
  Solutions Inc        PLATEN   14.250    57.850       3/1/2015
Powerwave
  Technologies Inc     PWAV      1.875     1.125     11/15/2024
Powerwave
  Technologies Inc     PWAV      1.875     1.125     11/15/2024
RadioShack Corp        RSH       2.500    96.000       8/1/2013
Residential
  Capital LLC          RESCAP    6.875    30.500      6/30/2015
Savient
  Pharmaceuticals Inc  SVNT      4.750    15.000       2/1/2018
School Specialty Inc   SCHS      3.750    40.000     11/30/2026
THQ Inc                THQI      5.000    50.500      8/15/2014
TMST Inc               THMR      8.000     9.500      5/15/2013
Terrestar
  Networks Inc         TSTR      6.500    10.000      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU      15.000    25.250       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU      10.250     9.350      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU      10.250     7.500      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU      15.000    24.050       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU      10.500    12.500      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU      10.250     8.875      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU      10.500     7.875      11/1/2016
USEC Inc               USU       3.000    25.893      10/1/2014
Verso Paper
  Holdings LLC /
  Verso Paper Inc      VRS      11.375    53.500       8/1/2016
WCI Communities
  Inc/Old              WCI       4.000     0.375       8/5/2023
Wabtec Corp/DE         WAB       6.875   100.500      7/31/2013
Western Express Inc    WSTEXP   12.500    66.500      4/15/2015
Western Express Inc    WSTEXP   12.500    66.500      4/15/2015





                            *********

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, Valerie Udtuhan, 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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