TCR_Public/130725.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Thursday, July 25, 2013, Vol. 17, No. 204

                            Headlines

250 AZ: Court Says Chiquita Center Worth $40 Million
250 AZ: Exit Plan to Pay Unsecured Creditors in 10 Years
ADVANCE COMPUTER: Court Denies Motion to Dismiss Chapter 11 Case
ADVANCED COMPUTER: Creditor Wants Disqualification Motion Denied
AMERICAN AIRLINES: Ad Hoc Committee Files Statement of Support

AMERICAN AIRLINES: Announces Early Tender Results
AMERICANWEST BANCORPORATION: Disclosure Statement Approved
ATLAS RESOURCE: Moody's Assigns 'Caa1' Rating to $250MM Notes
AURA SYSTEMS: Incurs $3-Mil. Net Loss in First Quarter
BEALL CORPORATION: Settles With Bank, Sets Sept. 5 Confirmation

BERNARD L. MADOFF: Picard Has No Right to 1st Recovery, NY AG Says
BIG M: Porzio to Receive $190,000 Flat Fee for Legal Services
BOARDRIDERS SA: Moody's Lowers Rating on Senior Notes to 'B3'
CAPITOL BANCORP: Files Amended Joint Liquidating Plan
CARMIKE CINEMAS: S&P Affirms 'B' Corp. Credit Rating

CAROLINA BEER: S&P Affirms 'B-' CCR & Revises Outlook to Stable
CDW CORP: $190MM Sr. Term Loan Expansion Gets Moody's Ba3 Rating
COMMUNITY TOWERS: Says CIBC Should Litigate Claims Dispute
COOPER-BOOTH: Has Authority to Employ SSG as Investment Bankers
COOPER-BOOTH: Has Final Authority to Use Cash Collateral

CORNERSTONE HOMES: New York Homebuilder's Prepack Plan Approved
DAVIS HEALTH: Moody's Confirms 'B2' Rating & Negative Outlook
DEALER COMPUTER: Moody's Lowers Corp. Family Rating to 'B3'
DEEP MARINE: Insurers Can't Invoke Indemnification in BHP Deal
DETROIT, MI: Police, Fire Pensions Fail to Delay Bankruptcy

DETROIT, MI: Euro Banks Exposed to Chapter 9 Bankruptcy
DETROIT, MI: Bankruptcy Raises Constitutional Issues
DETROIT, MI: Fitch Notes Implications of Ch. 11 Filing on GO Bonds
DIAMOND RESORTS: S&P Revises Outlook to Positive & Affirms B- CCR
DRYSHIPS INC: Ocean Rig Enters Into Skyros Deal with Total E&P

EASTMAN KODAK: BNY Mellon Seeks Estimation of Claims
EASTMAN KODAK: Proposes to Assume Over 1,700 Contracts
EASTMAN KODAK: Proposes to Assume and Assign 36 Contracts to RED
EDISON MISSION: Court Denies R. Klossing's Motion to Lift Stay
EDISON MISSION: Powerton Lease Decision Deadline Moved to Sept. 30

EDISON MISSION: Wins OK for JPMorgan as Fin'l Co-Advisor
EDISON MISSION: Court Denies Lindblad Motion for Relief from Stay
EDISON MISSION: Tyche Appeals Order Denying Lift Stay Motion
EMERITO ESTRADA: Hires Alexis Fuentes as Counsel
EXIDE TECHNOLOGIES: Committee Taps Lowenstein Sandler as Counsel

EXIDE TECHNOLOGIES: Panel Retains Zolfo Cooper as Fin'l Advisors
EXIDE TECHNOLOGIES: Panel Hiring Morris Nichols as Co-Counsel
EXIDE TECHNOLOGIES: $500-Mil. DIP Financing Gets Court Approval
EXTENDED STAY: Deutsche Bank, Goldman and JPMorgan for IPO
FISHER ISLAND: Appeal From Fee Orders Dismissed as Untimely

FOOT LOCKER: Moody's Changes Outlook on 'Ba2' CFR to Positive
GENERAL CERAMICS: Ch. 11 Buyer Targets Insurers for Cleanup Costs
GIBSON BRANDS: S&P Assigns 'B' Rating to $200MM Sr. Secured Notes
HARBINGER GROUP: Unresolved Civil Actions Bring Uncertainty
HI-WAY EQUIPMENT: Has Final OK for UpShot as Claims Agent

HIGHWAY TECHNOLOGIES: Sec. 341 Meeting Continued Sine Die
HIGHWAY TECHNOLOGIES: Can Employ Pachulski & Imperial Capital
HIGHWAY TECHNOLOGIES: Court Approves Hilco as Sales Agent
HIGHWAY TECHNOLOGIES: Panel Can Employ Gavin/Solmonese as Advisor
HOSTESS BRANDS: Environmental Concerns Depress Asset Sales

HOSTESS BRANDS: Can Auction Remaining Assets, Judge Says
IGPS CO: Bankruptcy Court Approves Sale to Joint Venture
IGPS CO: Committee Taps Emerald Capital as Financial Advisors
INNER CITY: Files Settlement Agreement Under Seal
INNER CITY: May Assume and Assign Arbitron Pacts to YMF Media

JEFFERSON COUNTY: Monarch Acquires Portion of Fundamental Claims
KEHE DISTRIBUTORS: S&P Assigns 'B+' CCR; Outlook Stable
KEYSTONE AUTOMOTIVE: Moody's Assigns 'B3' Rating to Sr. Term Loan
KEYSTONE AUTOMOTIVE: S&P Assigns Prelim. 'B' CCR; Outlook Stable
KINGSBURY CORP: Hearing on Plan Outline Continued to Aug. 21

KODIAK OIL: Senior Notes Issuance Gets Moody's 'B3' Rating
KODIAK OIL: S&P Rates $400MM Sr. Unsecured Notes Due 2022 'B'
LAURENTIAN ENERGY: Moody's Keeps 'Ba2' Rating on $45MM Bonds
LEHMAN BROTHERS: Files Updated Cash Flow Estimates in N.Y. Court
LEHMAN BROTHERS: U.S. Bank Objects to Request for Stay Extension

LEHMAN BROTHERS: Gibson, et al., Final Fee Applications Okayed
LEHMAN BROTHERS: Andorra Banc Settles Claim Dispute
LEHMAN BROTHERS: Settles Oracle's $7.2-Mil. Claim
LEHMAN BROTHERS: RFWSD Pre-Inclusion Agreements Assumed
LEHMAN BROTHERS: Trustee, CSP Ink Deal to Settle $14.6-Mil. Claim

LIBERTY MEDICAL: Aug. 14 Bar Date Set for Equity Holders
LIBERTY MEDICAL: RSR Consulting's Rosenfeld Approved as CRO
LIFE CARE ST. JOHNS: July 25 Hearing on Use of Cash Collateral
LIGHTSQUARED INC: Proposes Dec. 16 Plan Approval Hearing
LSB INDUSTRIES: Moody's Assigns Ba3 Rating to New Senior Notes

LONGVIEW FIBRE: S&P Withdraws 'B+' Corp. Credit & Sr. Note Ratings
MAXCOM TELECOMUNICACIONES: Files Voluntary Chapter 11 Petition
MAXCOM TELECOMUNICACIONES: Case Summary & 30 Top Unsec. Creditors
MERCANTILE BANCORP: U.S. Trustee Appoints 3-Member Creditors Panel
MERCANTILE BANCORP: Hires DLA Piper as Counsel

METHOD ART: Court Enters Final Decree Closing Case
MF GLOBAL: Corzine Executives Ask Court to Toss Suit
MUD KING: NOV Wants Case Dismissed, Says Case Filed in Bad Faith
MUD KING: Can Employ Marian Ladner as Special Counsel
MUD KING: Can Employ O'Connor & Associates as Tax Consultants

MUTUAL BENEFITS: Court Denies Bid to Supplement Record on Appeal
NATIONAL ENVELOPE: Global Settlement Approved by Judge
NNN PARKWAY: Lender Wants to Foreclose on Georgia Property
NORSE ENERGY: To Sell New York Gas Leases in August
NORTEL NETWORKS: Counsel Withdraws Appearance

NORTEL NETWORKS: Long-Term Disabled Workers Entitled to Severance
NORTEL NETWORKS: Hain Capital, Solus & TRC Buy Claims
NORTH AMERICAN ENERGY: Moody's Changes Ratings Outlook to Stable
NORTHERN BEEF: Files for Bankruptcy in South Dakota
OVERSEAS SHIPHOLDING: Sonar Credit and DACA Buy Claims

PACIFIC THOMAS: Amends Disclosure Statement to Address Objections
PATRIOT COAL: Investors Slam Execs' Bid to Ditch Fraud Suit
PENSON WORLDWIDE: Seeks Court Approval of ADR Procedures
PENSON WORLDWIDE: Arbco Chapter 7 Trustee Wants Stay Lifted
PENSON WORLDWIDE: Asks Court to Further Extend Exclusive Periods

PITT PENN: Chapter 11 Trustee Wants Pavia as Litigation Counsel
PMC MARKETING: Office Park's Summary Judgment Bid Denied
PROCTOR HOSPITAL: S&P Cuts Rating on IL's Refunding Bonds to 'BB-'
READER'S DIGEST: DEMG Files Liquidation Plan
SPORTSMAN'S LINK: 11th Cir. Upholds Order vs Owner in Legal Suit

SUN MERGER: $100MM Loan Increase No Impact on Moody's Ratings
TALLGRASS ENERGY: Decision on CCAA Application Deferred to July 26
TATA CHEMICALS: Moody's Assigns First-Time Ba3 Corp Family Rating
TATA CHEMICALS: S&P Assigns 'B+' Corp. Credit Rating
TAYLOR, MI: Moody's Affirms 'Ba1' Rating on $31MM GO Debt

TERRACE COMMUNITY: S&P Cuts Rating on FL 2007 Bond Rating to 'BB+'
TOYS 'R' US: Fitch Assigns 'BB-' Rating on New $985MM Term Loan
TOYS 'R' US: Proposed $985-Bil. Revolver Gets Moody's B3 Rating
TOYS 'R' US: S&P Assigns 'B+' Rating to $985MM Term Loan Due 2019
U.S. SECURITY: Poor Performance Prompts Moody's to Cut CFR to B2

VAIL LAKE: Sec. 341 Creditors' Meeting Continued to July 27
VAIL LAKE: Cooley LLP on Board as General Bankruptcy Counsel
VAIL LAKE: Hires E3's Hebrank as Chief Restructuring Officer
WEST AIRPORT: Sec. 341 Creditors' Meeting Set for Aug. 9
WORLDCOM INC: Second Circuit Reverses Ruling on Communications Tax

* Fitch: FDIC Loss-Sharing Expiration Little Threat to U.S. Banks
* Moody's Sees 3.2% Increase in Corporate Defaults by November
* Moody's: Slow Economic Growth Keeps Industry Outlooks Unchanged
* Canadian Insurers' Int'l. Operations Weaken Credit Profile

* Corporate-Default Rate to Increase as QE Ends
* Detroit Post-Bankruptcy Debt Trades Show Improved Recovery Bets
* Michigan Municipalities' Bond Sales Slow Most Since April

* Recent Small-Dollar & Individual Chapter 11 Filings


                            *********


250 AZ: Court Says Chiquita Center Worth $40 Million
----------------------------------------------------
The Hon. Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona determined that the "as is" value of 250 AZ,
LLC's property consisting of, among other things, a 29-story
office building located at 250 East Fifth Street, Cincinnati,
Ohio, commonly known as the Chiquita Center, which is subject to a
ground lease with Columbia Development Corporation, and related
personal property is $40 million.

The Court also approved a motion to exclude testimony of expert
witness Thomas G. Rooney.  The motion was filed by U.S. Bank
National Association, as Trustee, successor-in-interest to Bank of
America, N.A., as Trustee, successor to Wells Fargo Bank, N.A., as
Trustee, for the registered holders of COBALT CMBS Commercial
Mortgage Trust 2006-C1, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1, by and through CWCapital Asset
Management LLC, solely in its capacity as special servicer.

In a separate order, the Court denied the Debtor's motion to
reconsider the value of the Chiquita Center. The Chiquita Center,
which is subject to CWC's security interest, was built by the
Debtor's predecessor in interest on property subject to a long-
term ground lease.

CWC's appraiser valued the Chiquita Center on an "as is" basis at
approximately $45 million.  CWC's appraiser's "stabilized" value
was $63 million, with stabilization projected to occur in 2017.
The Debtor's appraiser valued the Chiquita Center at $31 million
on an "as is" basis and at approximately $60 million when
stabilized.

U.S. Bank objected to the motion for reconsideration, saying the
Debtor's request for reconsideration is improper.

Lori L. Winkelman, Esq., at Quarles & Brady LLP; and Keith C.
Owens, Esq., at Venable LLP, represent U.S. Bank as counsel.

                         About 250 AZ, LLC

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

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

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


250 AZ: Exit Plan to Pay Unsecured Creditors in 10 Years
--------------------------------------------------------
250 AZ, LLC, submitted to the U.S. Bankruptcy Court for the
District of Arizona a Disclosure Statement explaining a proposed
Plan of Reorganization dated July 5, 2013.

According to the Disclosure Statement, the Debtor proposes a
10-year or 120-month plan.  The Debtor's Plan recognizes the
reality of the market and the need to restructure debt on the
Debtor's rental properties, make the capital improvements
required, establish attractive marketing programs, and provide for
attractive tenant improvements and competitive leasing
commissions.

The Plan is paying the allowed secured claim of the first mortgage
holder on each rental property and on the development parcels.
The personal property of 250 AZ LLC primarily consists of
furniture fixtures and equipment located at the Chiquita Center.
The personal property is secured collateral for the first mortgage
holder.

Under the Plan, in addition to the payments of the allowed secured
claims to the secured creditors, the Debtor will pay to unsecured
creditors in Class 15 a pro rata share of the funds paid to that
class.  The Debtor is paying a minimum of $100,000 to the Class 15
general unsecured creditors per year over the ten-year period of
the Plan.  Those creditors would receive nothing in a liquidation.
Additionally the Class 15 general unsecured creditors would
receive an additional $250,000 per year for the years six through
10 provided the gross revenues for those years exceeded
$11,000,000.

The Debtor will fund its plan of reorganization from ongoing
business operations, rents, property development, and sale or
lease of land and buildings and from equity capital until
sufficient disposable income can be generated.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/250_AZ_ds.pdf

                         About 250 AZ, LLC

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

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

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


ADVANCE COMPUTER: Court Denies Motion to Dismiss Chapter 11 Case
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Puerto Rico,
according to Advanced Computer Technology (ACT), Inc.'s case
docket, has denied Abraham Colon's motion to dismiss the Debtor's
Chapter 11 case for lack of jurisdiction.

On June 12, 2013, Mr. Colon, an unsecured creditor, filed a motion
to dismiss, without submitting to the jurisdiction of the court,
for the purpose of preserving all rights and the Debtor's
patrimony.

Mr. Colon noted that the Debtor failed to pay any rent on its
premises; the Debtor has failed to present a plan of
reorganization; and when the Debtor has discontinued most of
its employees it has discontinued the core of its business.

                      About Advanced Computer

San Juan, Puerto Rico-based Advanced Computer Technology, Inc.,
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-04454) in
Old San Juan on June 6, 2012.  The Debtor, an information system
consulting firm, disclosed $10.34 million in assets and $6.176
million in liabilities in its schedules.  It said software and
licenses rights are worth $6.30 million.  The value of its 100%
ownership of Sprinter Solutions, Inc., is unknown.

The Debtor's only shareholder is Investigacion Y Programas, S.A.
Its president is Jaime Romano and its secretary and chief
executive officer is Osvaldo Karuzic, none of whom hold any shares
in the Debtor.

Bankruptcy Judge Brian K. Tester presides over the case.  Charles
Alfred Cuprill, Esq., at Charles A. Cuprill, PSC Law Offices, in
San Juan, P.R., serves as the Debtor's counsel.

William Santiago-Satre, Esq., at De Diego Law Offices, in
Carolina, P.R., represents Banco Bilbao Vizcaya Argentaria Puerto
Rico as counsel.


ADVANCED COMPUTER: Creditor Wants Disqualification Motion Denied
----------------------------------------------------------------
Unsecured creditor Abraham Colon -- through Edilberto Berrios
Perez, pro se, both without submitting to the jurisdiction of the
Court, and demanding the unconstitutional condition doctrine --
oppose Advanced Computer Technology (ACT), Inc.'s motion for
disqualification of attorney Edilberto Berrios Perez, Esq., who
represents Mr. Colon in the Debtor's case.  Mr. Colon is an ex-
employee of the Debtor.

According to Mr. Colon, B&L, of which attorney Mr. Berrios Perez
is a part, only handled very few things for ACT in the years 2003
and 2004 and form 2007 through January 2011.  B&L and Mr. Berrios
Perez acted sporadically as counsel for ACT, and only on very
specific matters that have concluded, none of which relates to the
issues that the motion to dismiss -- that Mr. Colon filed --
presents.

The Court has required B&L and attorneys Mr. Berrios-Perez, Esq.,
Fernando Longo Qui¤ones, Esq., and Roberto Berrios Falcon, Esq.,
to reply to the Debtor's motion.

The Debtor moved for the immediate disqualification of counsel,
prohibition for counsel to represent any other party in the case,
and for quashing of motion to dismiss.  The Debtor noted that B&L
previously represented the Debtor as of the year 2003, among other
matters, such as consulting services related to the WIC Program of
the Department of Health of the Commonwealth of Puerto Rico and
Financial and Security Agreements related to Gomez Holdings, Inc.
Due to conflicts of interests arising from an attorney-client
relationship, B&L must be immediately disqualified from
representing GHI, Mr. Colon and any other party in the bankruptcy
case and related proceedings to prevent continuing and undue
prejudice to the Debtor.

                      About Advanced Computer

San Juan, Puerto Rico-based Advanced Computer Technology, Inc.,
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-04454) in
Old San Juan on June 6, 2012.  The Debtor, an information system
consulting firm, disclosed $10.34 million in assets and $6.176
million in liabilities in its schedules.  It said software and
licenses rights are worth $6.30 million.  The value of its 100%
ownership of Sprinter Solutions, Inc., is unknown.

The Debtor's only shareholder is Investigacion Y Programas, S.A.
Its president is Jaime Romano and its secretary and chief
executive officer is Osvaldo Karuzic, none of whom hold any shares
in the Debtor.

Bankruptcy Judge Brian K. Tester presides over the case.  Charles
Alfred Cuprill, Esq., at Charles A. Cuprill, PSC Law Offices, in
San Juan, P.R., serves as the Debtor's counsel.

William Santiago-Satre, Esq., at De Diego Law Offices, in
Carolina, P.R., represents Banco Bilbao Vizcaya Argentaria Puerto
Rico as counsel.


AMERICAN AIRLINES: Ad Hoc Committee Files Statement of Support
--------------------------------------------------------------
BankruptcyData reported that AMR's ad hoc committee filed with the
U.S. Bankruptcy Court a statement in support of the Debtors'
motion for entry of an order establishing maximum amount of
disputed claims to be utilized for determining disputed claims
reserve under Debtors' Second Amended Joint Chapter 11 Plan and
approving certain procedures in connection with disputed claims
reserve.

The committee states, "The Ad Hoc Committee has worked
collaboratively with the Debtors and the UCC to pursue a path that
will quickly and efficiently maximize the value of the Debtors'
estates for all stakeholders. To that end, by the Motion, the
Debtors seek an order permitting them to establish the Disputed
Claims Reserve utilizing an aggregate maximum amount of $331
million of Disputed Claims, which amount is substantially higher
than the Debtors' high-end estimate of actual claims realization.
Without such relief, given the inflated amounts in which the
Disputed Claims are being asserted, distribution of billions of
dollars of value to holders of Allowed Single-Dip General
Unsecured Claims and prepetition AMR common stock would be
materially delayed, possibly for years. In fact, parties who have
asserted inflated claims may be motivated to use such holdup of
distributions as leverage to extract higher than justified allowed
claims....The Ad Hoc Committee notes, however, that by the
Debtors' estimates, the proposed Disputed Claims Reserve Amount is
exceedingly conservative and would provide for a reserve that is
approximately three times the amount of the Debtors' high-end
estimate of allowable Disputed Claims. Thus, the Ad Hoc Committee
believes that the requested relief strikes a balance sufficient to
protect the legitimate rights and interests of all the
stakeholders in these cases. Accordingly, the Ad Hoc Committee
supports the Motion."

                     About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: Announces Early Tender Results
-------------------------------------------------
American Airlines, Inc., the principal operating subsidiary of AMR
Corporation, on July 24 announced early tender results and changes
with respect to its previously announced tender offers to purchase
for cash any and all of its 8.625% Class A Pass Through
Certificates, Series 2011-2, its 10.375% Class A Pass Through
Certificates, Series 2009-1, and its 13.0% 2009-2 Secured Notes
due 2016.  The tender offers are made pursuant to and are subject
to the terms and conditions described in the Offer to Purchase
dated as of June 26, 2013 and related Letter of Transmittal dated
as of June 26, 2013.

American on July 24 announced the following:

1. American has waived the Minimum Tender and Instruction
Condition as described in the Offer to Purchase with respect to
each tender offer.

2. American has extended the Expiration Date for each tender offer
to 11:59 p.m. EDT, on Aug. 6, 2013 (Expiration Date).  The
Expiration Date for each tender offer was previously 5:00 p.m.
EDT, on Aug. 2, 2013.

3. The aggregate amount of each class of Securities that was
validly tendered and not withdrawn as of 5:00 p.m. EDT, on
July 12, 2013 (Early Tender Date) is set forth in the table below.


CUSIP Number         Title of Security    Original Aggregate Face/
                                          Principal Amount
                                          Current Aggregate
                                          Pool Balance/
                                          Principal Amount
                                          Outstanding


02377VAA0   8.625% Class A Pass Through Certificates,
            Series 2011--2                          $725,694,000
023763AA3   10.375% Class A Pass Through Certificates,
            Series 2009-1                            $520,110,000

023771R75   13.0% 2009--2 Secured Notes due 2016     $276,400,000


(1) Amortization Factor (2) Original Aggregate Face/Principal
Amount Tendered Current Aggregate Pool Balance/ Principal Amount
Tendered Percentage of Current Aggregate Pool Balance/Principal
Amount Outstanding (1) Tendered

$660,371,609            91.00%       $240,677,000
$408,013,786            78.44%       $113,487,000
$159,036,999            57.54%       $29,558,000

(1) As of the Early Tender Date. Reflects principal repayments or
distributions, as the case may be, made prior to the Early Tender
Date (including the distribution made on July 2, 2013 with respect
to the 2009-1 Certificates) on each class of Securities but does
not reflect any scheduled repayments after the Early Tender Date.
Prior to the Expiration Date, a principal repayment is expected to
be made on August 1, 2013 with respect to the outstanding
principal amount of the 2009-2 Notes.  Payment with respect to
Securities accepted for purchase pursuant to a tender offer will
be made, however, only on outstanding pool balances or principal
amounts (as applicable) of the Securities as of the applicable
settlement date.

(2) As of the Early Tender Date. Such amortization factor would
change in the event of any principal repayment or principal
distribution on any class of Securities after the Early Tender
Date.

As of 5:00 p.m. EDT, on July 23, 2013, 26.48% of the aggregate
outstanding pool balance or principal amount (as applicable) of
the Securities, on a combined basis, had been tendered and not
validly withdrawn.

Holders of Securities who validly tender their Securities after
the Early Tender Date and on or before the Expiration Date will be
eligible to receive only the tender offer consideration described
in the Offer to Purchase, which amount does not include the early
tender payment of $65 per $1,000 outstanding pool balance or
principal amount (as applicable) with respect to any Securities
that were validly tendered and not validly withdrawn by the Early
Tender Date and accepted for purchase.

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

American's obligation in connection with any tender offer to
accept for purchase, and to pay for, any Securities that are
validly tendered and not validly withdrawn pursuant to such tender
offer remains subject to and conditioned upon, among other things,
the satisfaction or, where applicable, its waiver or amendment, in
each case as determined by American in its sole discretion, of the
following conditions: (1) approval from the United States
Bankruptcy Court for the Southern District of New York for the
tender offers shall not have been stayed, reversed, modified or
vacated; (2) American shall have issued new debt financing
subsequent to the date hereof in an amount, and on terms and
conditions, satisfactory to American in its sole and absolute
discretion; and (3) certain general conditions, as further
described in the Offer to Purchase.  Each tender offer can be
modified or terminated without affecting the terms or conditions
of any other tender offer.  American previously announced on July
11, 2013 the waiver of the Second Circuit Decision Condition
described in the Offer to Purchase with respect to each tender
offer.

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

                    About American Airlines

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

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

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

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

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

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

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


AMERICANWEST BANCORPORATION: Disclosure Statement Approved
----------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
HoldCo Advisors' Third Amended Disclosure Statement related to the
Second Amended Chapter 11 Plan of Reorganization proposed for
AmericanWest Bancorporation and dated June 11, 2013.

The Court scheduled an August 20, 2013 hearing to consider the
Plan.

As previously reported, "Holdco's Plan provides for the
reorganization of the Debtor and for Holders of certain Allowed
Claims to receive equity in the Reorganized Debtor, with the
option for each Holder of TOPrS Unsecured Claims and General
Unsecured Claims to receive instead a 'cash out' right of payment
and/or a security that results in cash from certain of the
Debtor's assets, including Cash held by the Reorganized Debtor as
of the Effective Date. The Plan Proponent believes the Plan will
maximize the value of the Estate. In order to effectuate the
Distributions, the Plan provides that all of the assets of the
Debtor's Estate (including Causes of Action not expressly released
under the Plan) shall vest in the Reorganized Debtor. The New
Board shall be appointed as of the Effective Date and shall be
responsible for implementing the Plan."

                 About AmericanWest Bancorporation

Headquartered in Spokane, Washington, AmericanWest Bancorporation
(OTC BB: AWBC) -- http://www.awbank.net/-- was a bank holding
company whose principal subsidiary was AmericanWest Bank, which
included Far West Bank in Utah operating as an integrated
division of AmericanWest Bank. AmericanWest Bank was a community
bank with 58 financial centers located in Washington, Northern
Idaho and Utah.

AmericanWest Bancorporation filed for Chapter 11 protection
(Bankr. E.D. Wash. Case No. 10-06097) on Oct. 28, 2010. The
banking subsidiary was not included in the Chapter 11 filing.

Christopher M. Alston, Esq., and Dillon E. Jackson, Esq., at
Foster Pepper Shefelman PLLC, in Seattle, Washington, serve as
bankruptcy counsel. G. Larry Engel, Esq., at Morrison & Foerster
LLP, also serves as counsel.

The Debtor estimated assets of $1 million to $10 million and
debts of $10 million to $50 million in its Chapter 11 petition.
AmericanWest Bancorporation's estimates exclude its banking
unit's assets and debts. In its Form 10-Q filed with the
Securities and Exchange Commission before the Petition Date,
AmericanWest Bancorporation reported consolidated assets --
including its bank unit's -- of $1.536 billion and consolidated
debts of $1.538 billion as of Sept. 30, 2010.

In December 2010, AmericanWest completed the sale of all
outstanding shares of AmericanWest Bank to a wholly owned
subsidiary of SKBHC Holdings LLC, in a transaction approved by
the U.S. Bankruptcy Court.  The bank subsidiary was sold to SKBHC
Holdings Inc. for $6.5 million cash.


ATLAS RESOURCE: Moody's Assigns 'Caa1' Rating to $250MM Notes
-------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Atlas Resource
Escrow Corporation's proposed $250 million senior unsecured notes
due 2021. Alas Resource Escrow Corporation is a newly formed,
wholly-owned subsidiary of Atlas Resource Partners, L. P.
established in connection with ARP's proposed acquisition of
certain assets from EP Energy E&P Company, L.P. Atlas Energy
Holdings Operating Company, LLC's B2 Corporate Family rating and
the other ratings of Atlas Energy Holdings are unaffected by this
rating action. Atlas Energy Holdings' rating outlook is stable.

The proceeds from the proposed notes offering will be used to
partially fund the acquisition of 466 billion cubic feet of proved
natural gas reserves from EP Energy for $733 million. However,
until the EP Energy acquisition closes, the proceeds from the
notes offering will be deposited into an escrow account, and will
be subject to mandatory redemption in the event that the EP Energy
acquisition does not close. Once the EP Energy acquisition closes,
then Atlas Energy Holdings and Atlas Resource Finance Corporation
(the co-issuer) will assume the obligations of the notes, which
will also be guaranteed by ARP.

"Atlas Energy Holdings Operating Company's proposed bond offering
will improve the company's liquidity profile," commented Gretchen
French, Moody's Vice President. "Our underlying views on Atlas
Energy Holdings reflected in our June 14 rating action remain
unchanged."

Rating assignments:

  $250 Million Senior Unsecured Notes due in 2021, Rated Caa1
  (LGD 5, 82%)

Moody's current ratings for Atlas Energy Holdings Operating
Company, LLC are:

  Corporate Family Rating of B2

  Probability of Default Rating of B2-PD

  $275 Million Senior Unsecured Notes due in 2021, Rated Caa1
  (LGD 5, 82%)

  Speculative Grade Liquidity rating of SGL-3

Ratings Rationale:

Atlas Energy Holdings' Caa1 rated senior unsecured notes reflect
both the overall probability of default of Atlas Energy Holdings,
to which Moody's assigns a Probability of Default Rating of B2-PD,
and a loss given default of LGD 5 (82%). The senior notes are
guaranteed by essentially all material domestic subsidiaries as
well as the issuer's direct parent on a senior unsecured basis and
are accordingly subordinated to the senior secured credit
facility's potential priority claim to the company's assets. The
size of the potential senior secured claims relative to the
unsecured notes outstanding results in the senior notes being
notched two ratings below the B2 Corporate Family Rating under
Moody's Loss Given Default Methodology.

Atlas Energy Holdings' B2 Corporate Family Rating reflects its
long-lived reserve base, its large and diverse drilling inventory,
the benefits of its partnership management business and a
conservative financial leverage profile relative to peers.
However, the B2 Corporate Family Rating is restrained by the
company's natural gas weighted production base, which has
constrained cash margins. The Corporate Family Rating also
reflects the company's limited track record with its current asset
base due to an aggressive acquisition-led growth strategy. In
addition, the rating its restrained by the risks inherent in its
MLP corporate finance model, which increases event risk and has
resulted in a heavy distribution burden relative to cash flow
generation to date. However, the B2 rating recognizes management's
meaningful use of equity financing for reasonably priced
acquisitions and active hedging program.

Atlas Energy Holdings' SGL-3 Speculative Grade Liquidity rating
reflects adequate liquidity through mid-2014, driven by its high
dividend payout, aggressive pace of acquisitions, and the need to
frequently access the capital markets to finance growth. Moody's
views ARP's partnership management business as an enhancement to
liquidity, providing monthly fees to manage wells and providing up
front funding for its PUD drilling program. Atlas Energy Holdings'
liquidity profile also benefits from the flexibility in its
capital program and its active hedging program. Atlas has a $1
billion revolving credit facility, with committed bank financing
supporting a $835 million borrowing base, due 2018, in connection
with the EP Energy acquisition. The credit revolving facility is
secured by mortgages on its oil and gas properties and security
interests in substantially all of its assets. Moody's estimates
roughly $600 million of availability under the revolver pro-forma
for the EP Energy acquisition and proposed bond offering. Moody's
expects that ARP will remain within its covenant compliance
metrics which includes Debt/EBITDA of less than 4.50x (stepping
down to 4.25x starting in the third quarter of 2013, and 4.00x
starting in the second quarter of 2014). Alternative liquidity is
limited, given that substantially all of the company's oil and gas
assets are pledged as security under its revolver.

The outlook is stable based on Moody's expectation that Atlas
Energy Holdings maintains an adequate liquidity profile and
continues to finance acquisitions with a meaningful equity
component. Moody's could upgrade the ratings if the company is
able to demonstrate a track record of improved cash margins while
maintaining a conservatively leveraged financial profile
(debt/production less than $30,000 boe/d) and improving cash flow
coverage of distributions. Moody's could downgrade the ratings if
leverage increased (debt/production above $40,000 boe/d) or if
distribution coverage weakened below 1.1x for a sustained period.

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

Atlas Energy Holdings Operating Company, LLC is a wholly-owned
subsidiary of Atlas Resource Partners, L.P., which is
headquartered in Pittsburgh, Pennsylvania.


AURA SYSTEMS: Incurs $3-Mil. Net Loss in First Quarter
------------------------------------------------------
Aura Systems, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $3.0 million on $808,526 of revenue for
the three months ended May 31, 2013, compared with a net loss of
$3.1 million on $767,568 of revenue for the three months ended
May 31, 2012.

The Company's balance sheet at May 31, 2013, showed $2.9 million
in total assets, $25.2 million in total liabilities, and a
stockholders' deficit of $22.3 million.

The Company said that as a result of its losses from operations,
there is substantial doubt about the Company' ability to continue
as a going concern.

As reported in the TCR on June 18, 2013, Kabani & Company, Inc.,
in Los Angeles, California, issued a "going concern" qualification
on the consolidated financial statements for the year ended Feb.
28, 2013.  The independent auditors noted that the Company has
historically incurred substantial losses from operations, and the
Company may not have sufficient working capital or outside
financing available to meet its planned operating activities over
the next 12 months.  These conditions raise substantial doubt
about the Company's ability to continue as a going concern.

A copy of the Form 10-Q is available at http://is.gd/VMad0Y

El Segundo, Calif.-based Aura Systems, Inc., designs, assembles
and sells the AuraGen(R), its patented mobile power generator that
uses a prime mover such as the engine of a vehicle to generate
power.


BEALL CORPORATION: Settles With Bank, Sets Sept. 5 Confirmation
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Beall Corp., which sold its business in January to
Wabash National Corp., has arranged a Sept. 5 confirmation hearing
for approval of a liquidating Chapter 11 plan.

According to the report, Wabash, based in Lafayette, Indiana, paid
$15.1 million.  Secured lender Key Bank NA was owed $13.4 million.
Although most of the net sale proceeds were paid to the bank, the
lender hadn't been paid in full.  Beall was holding $2 million
after the sale.  The bank demanded a turnover, which resulted in a
settlement where the bank received $1.3 million and the company
retained the remainder.

The report notes that the disclosure statement approved by the
bankruptcy court on July 19 doesn't predict how much unsecured
creditors will receive on their claims ranging from $8 million to
$20 million.  In addition to its portion of sale proceeds, Beall
expects to receive $1.3 million from affiliates.

                    About Beall Corporation

Portland, Oregon-based Beall Corporation, a manufacturer of
lightweight, efficient, and durable tanker trucks, trailers and
related products, filed a Chapter 11 bankruptcy petition (Bankr.
D. Ore. Case No. 12-37291) on Sept. 24, 2012, estimating at least
$10 million in assets and liabilities.  Founded in 1905, Beall has
four factories and nine sale branches across the U.S.  The Debtor
has 285 employees, with an average weekly payroll of $300,000.

Judge Elizabeth L. Perris presides over the case.  Albert N.
Kennedy, Esq. at Tonkon Torp LLP represents the Debtor in its
restructuring effort.  The Debtor disclosed, in an amended
schedules $14,015,232 in assets and $29,187,325 in liabilities as
of the Chapter 11 filing.

Wabash National Corporation on Feb. 4 successfully closed on its
acquisition of certain assets of Beall's tank and trailer business
for $15 million.

Robert D. Miller Jr., the U.S. Trustee for Region 18, appointed
six members to the official committee of unsecured creditors.
Ball Janik LLP represents the Committee.


BERNARD L. MADOFF: Picard Has No Right to 1st Recovery, NY AG Says
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating Bernard L. Madoff Investment
Securities LLC has no right under the U.S. Bankruptcy Code or the
Securities Investor Protection Act to collect a judgment first
from the sponsors of a so-called feeder fund, according to New
York Attorney General Eric Schneiderman.

According to the report, atty. Schneiderman filed his brief on
July 19 explaining why a New York district judge was correct by
ruling in April that the attorney general can complete a $410
million settlement with feeder fund manager J. Ezra Merkin.

The report notes that Madoff trustee Irving Picard, who has his
own $560 million lawsuit against Mr. Merkin, argues on appeal to
the U.S. Court of Appeals in Manhattan that the undisputed facts
show the Judge Schneiderman settlement will preclude Merkin from
having enough money left to pay a judgment when he obtains one.
In addition to contending Mr. Picard has no right to the first
judgment, Judge Schneiderman and feeder fund investors explained
in their brief last week why they are settling claims that "Picard
does not own and could not bring."

The report relates that Mr. Picard is arguing to the Second
Circuit appeals court in New York that SIPA takes precedence when
a broker like Madoff goes bankrupt.  Judge Schneiderman and
Mr. Picard agreed to hold up completion of most of the settlement
until the appeal is decided.  Mr. Picard will file his last brief
on Aug. 7.  The appeal will be argued during the week of Oct. 7.
In mid-April, U.S. District Judge Jed Rakoff threw out
Mr. Picard's lawsuit designed to halt settlement of the lawsuit
the attorney general began against Merkin in state court in April
2009.  Judge Rakoff found that Mr. Picard waited too long and had
no right to halt the settlement because no property of the
bankrupt estate was involved to invoke the so-called automatic
stay.  Describing Mr. Merkin as running Madoff's third-largest
feeder fund, Mr. Picard contends that Merkin either knew or should
have know Madoff was conducting a fraud.  Mr. Picard says that the
Judge Schneiderman settlement is the "chief obstacle" to his
recovery of $560 million for Madoff customers.

The appeal in the circuit court is Picard v. Schneiderman,
13-1785, U.S. Court of Appeals for the Second Circuit (Manhattan).
The dispute with Schneiderman in district Court is Picard v.
Schneiderman, 12-cv-06733, U.S. District Court, Southern District
New York (Manhattan).  The lawsuit with Schneiderman in bankruptcy
court is Picard v. Schneiderman, 12-01778, U.S. Bankruptcy Court,
Southern District of New York (Manhattan).

                      About Bernard L. Madoff

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

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

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

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

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

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has paid 53 percent of customers' claims totaling $17.3
billion.  Mr. Picard has collected about $9.35 billion, not
including an additional $2.2 billion that was forfeit to the
government and likewise will go to customers.  Mr. Picard is
holding more than $4.7 billion he can't distribute on account of
outstanding appeals and disputes, such as the issue of interest on
customers' claims.  The largest holdback, almost $2.8 billion,
results from disputed claims.


BIG M: Porzio to Receive $190,000 Flat Fee for Legal Services
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey, in an
amended order, authorized Big M, Inc., to employ Porsio, Bromberg,
& Newman P.C. as special litigation counsel effective as of
April 1, 2013, to represent the Debtor with respect to insurance
claims and litigation arising from or out of Superstorm Sandy.

Porzio will be paid a flat fee of $190,000 for legal services
rendered in connection with the claim against Westport through the
start of the trial.  Porzio will be paid an additional flat fee of
$50,000 for legal services rendered if the litigation proceeds to
trial.  Porzio will also receive a success fee of 20% of any
recovery in excess of $2.249 million and 25 percent of any such
recovery in excess of $3.750 million.

As reported by the Troubled Company Reporter on June 3, 2013,
Porzio offered two fee options for its retention: the first, a
contingent fee arrangement, and the second, a flat fee
arrangement.  The contingent fee arrangement is: (a) 31% on the
first $750,000 recovered; (b) 37% on the next $350,000 recovered;
(c) 40% on any recovery in excess of $1.1 million.  The flat fee
arrangement is $190,000 for services performed through the start
date of trial, plus an additional $50,000 for trying the case.
The pretrial portion of the flat fee is to be paid in 12 equal
monthly installments with the first installment to be paid on
May 10, 2013.  The flat fee payment is to be accelerated upon any
settlement or resolution of the claim, or upon the entry of and
Order confirming a Chapter 11 plan.

To best of the Debtor's knowledge, Porzio does not have an
interest adverse to the estate with respect to the insurance
litigation.

                          About Big M

Totowa, New Jersey-based Big M, Inc., owner of Mandee, Annie sez,
and Afazxe Stores, filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 13-10233) on Jan. 6, 2013 with Salus Capital Partners, LLC,
funding the Chapter 11 effort.

The Mandee brand is a juniors fashion retailer with 84 stores in
Illinois and along the East Coast. Annie sez is a discount
department-store retailer for women with 35 stores. Afaze is
10-store jewelry and accessory chain.

Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland,
serves as counsel to the Debtor.  PricewaterhouseCoopers LLP has
been tapped to serve as financial advisor.  GRL Capital Advisors
LLC's Glenn R. Langberg has been hired to serve as chief
restructuring officer.

The Debtor disclosed $21,384,430 in assets and $21,374,057 in
liabilities as of the Chapter 11 filing.

The Official Committee of Unsecured Creditors has tapped Cooley
LLP as its counsel, and CBIZ Accounting, Tax and Advisory of New
York, LLC and CBIZ Mergers & Acquisitions Group as its financial
advisor.


BOARDRIDERS SA: Moody's Lowers Rating on Senior Notes to 'B3'
-------------------------------------------------------------
Moody's Investor Service downgraded Boardriders S.A's (a wholly
owned subsidiary of Quiksilver, Inc.) senior unsecured notes to B3
from B2. All other ratings, including Quiksilver's B3 Corporate
Family Rating, were affirmed.

The downgrade of the unsecured notes issued by Boardriders S.A.
notes reflects the recent closing of Quiksilver's offering of $280
million senior secured notes due 2018. As a result of the issuance
of the 2018 notes, there is now a meaningful amount of additional
secured debt in Quiksilver's capital structure.

The following ratings were affirmed:

Quiksilver Inc.

  Corporate Family Rating at B3

  Probability of Default Rating as B3-PD

  $400 million senior unsecured notes due 2015 at Caa2 (LGD 5,
  83%) *

* Ratings for this debt instrument are expected to be withdrawn
   upon redemption of these notes

The following ratings were affirmed and LGD assessments amended:

Quiksilver, Inc. and QS Wholesale, Inc.

  $280 million senior secured notes due 2018 at B2 (LGD 3, 40%
  from LGD 3, 39%))

  $225 million senior unsecured notes due 2020 at Caa2 (LGD 6, 90%
  from LGD 5, 89%)

The following ratings were downgraded

Boardriders S.A.

  EUR 200 million notes due 2017 from B2 (LGD 3, 42%) to B3 (LGD
  3, 44%)

Ratings Rationale:

Quiksilver's B3 Corporate Family Rating reflects the company's
high debt burden with debt/EBITDA in the high six times range and
interest coverage below one time. The ratings also reflect the
company's weak execution, as evidenced by its low absolute profit
margins. The ratings consider the company's ownership of three
highly recognized brands in the action lifestyle sector, and the
company's global presence, with more than 60% of its revenues
generated outside the US. While Moody's believes results will
begin to stabilize in the next couple of quarters as the company's
cost saving initiatives begin to take hold, credit metrics are
expected to remain weak for an extended period of time. The
company's overall liquidity profile is good, with access to a $230
million asset-based revolver and no meaningful debt maturities
until 2017.

The stable outlook considers Moody's expectations that while the
company's current metrics will remain weak, over time Moody's
expects benefits from improved inventory management and cost
saving initiatives to enable the company to make progress
improving operating margins over the next 12 to 18 months. The
stable outlook also considers the company's good overall
liquidity.

Ratings could be upgraded if the company were to be successful
over time executing its profit improvement plan, which would be
evidenced by operating margins showing meaningful improvement from
current levels. Quantitatively, ratings could be upgraded if
debt/EBITDA was sustained below 5 times and interest coverage was
sustained above 1.75 times.

Ratings could be lowered if the company was unable to make
meaningful progress improving operating margins over the next
year, indicating that cost savings initiatives are not being
achieved or that its brands faced greater challenges in the
market. There is limited capacity for the company to experience
any meaningful erosion to the company's current good liquidity
profile. Quantitatively ratings could be downgraded if interest
coverage remained below one times or if debt/EBITDA were expected
to remain above 6 times by the end of the company's 2014 fiscal
year.

Headquartered in Huntington Beach, California, Quiksilver Inc.
distributes apparel, footwear, and accessories in more than 90
countries under brands that include Quiksilver, Roxy and DC. LTM
revenues are near $2.0 billion.

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


CAPITOL BANCORP: Files Amended Joint Liquidating Plan
-----------------------------------------------------
Capitol Bancorp Ltd. and Financial Commerce Corporation amended
their Joint Liquidating Plan, which supersedes two previously-
filed liquidation plans.

According to the Plan, "The Debtors are presently unable to
estimate a recovery for any of the Classes of Claims and Equity
Security Interests of Capitol. The extent of such recovery, if
any, will be dependent on the results of the Sale Process and/or
Reorganization. To the extent the Sale Process and/or
Reorganization results in Proceeds or other value, which any Bank
Regulators may, to the extent of their authority, have the power
to restrict and permit the Debtors to distribute in furtherance of
this Plan, such distribution(s), if any, shall be made upon
completion of the Sale Process and liquidation of any remaining
assets of the Debtors' Estates pursuant to the provisions of the
Liquidating Trust (assuming no Reorganization) or forthwith upon
the closing effecting the Reorganization, and in the following
order of priorities: (i) pro rata to pay Administrative Creditors;
(ii) pro rata to pay Priority Creditors; (iii) pro rata to pay
General Unsecured Creditors, Allowed Senior Note Claims and
Allowed Trust Preferred Securities Claims; provided, however, that
Holders of Allowed Trust Preferred Securities Claims shall be
deemed to have contributed any and all pro rata distributions to
which they would otherwise be entitled to the payment of Allowed
Senior Note Claims until such time, if any, as Holders of Allowed
Senior Note Claims have been paid in full."

To fund the Plan, the Debtors will commence a competitive sale
process to sell and convey each of their remaining non-debtor
subsidiary banks, individually or in groups.  At any time prior
to, or during, the Sale Process, the Debtors may convert from a
liquidation to a Reorganization, provided, however, that each of
the following conditions is satisfied:

   (1) the Debtors' then remaining subsidiary banks are
       "adequately capitalized;"

   (2) the Debtors have received a non-contingent commitment for
       financing sufficient to enable payment of all Allowed
       Administrative and Priority Claims and recapitalization of
       remaining subsidiary banks such that they are projected to
       be "adequately capitalized" for a period of at least 12
       months after the Effective Date; and

   (3) the Debtors serve written notice on all Holders of Claims
       and Equity Security Interests of the conversion to a
       Reorganization and evidencing the satisfaction of the
       conditions.

In the event of a Reorganization, equity in the Reorganized
Debtors will be distributed: (1) first, to the new Equity
Investors providing the funds for the Reorganization to the extent
of the value of that investment, (2) second, to Holders of Allowed
Senior Note Claims to the extent of the value of their Claims, and
(3) third, to the extent Holders of Allowed Senior Note Claims
have been paid in full, to the Holders of Allowed Trust Preferred
Securities Claims to the extent of the value of their Claims.  In
the event of a Reorganization, in lieu of distributing equity to
Holders of Allowed General Unsecured Claims, the Debtors, at their
option, may distribute cash to Holders of Allowed General
Unsecured Claims equivalent in value to what they would receive in
a distribution of equity.

A full-text copy of the Amended Plan dated July 17, 2013, is
available for free at:

      http://bankrupt.com/misc/CAPITOLBANCORPplan0717.pdf

Phillip D. Torrence, Esq., E. Todd Sable, Esq., Joseph R. Sgroi,
Esq., and Lawrence A. Lichtman, Esq., at HONIGMAN MILLER SCHWARTZ
AND COHN LLP, in Detroit, Michigan, filed the Amended Plan on
behalf of the Debtors.

                       About Capitol Bancorp

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

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

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

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

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

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


CARMIKE CINEMAS: S&P Affirms 'B' Corp. Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on U.S. movie exhibitor Carmike Cinemas Inc.  The
outlook is stable.

"We assess Carmike's business risk profile as "weak."  The
company's theaters are primarily located in small to midsize
markets in the Southeast and Midwest, where film preferences tend
to be narrower, leading to lower utilization.  Many of its venues
do not have a large number of screens, which would provide a wider
selection of film and show times. Also, many theaters lack stadium
seating, a feature popular with moviegoers.  We view Carmike's
theaters as less modern than those of other leading chains,
leaving the company more prone to attendance deterioration if
faced with new competition.  We view Carmike's financial risk
profile as "highly leveraged," reflecting its high debt leverage
and its aggressive capital spending and acquisition plans.  We
assess Carmike's management and governance as "fair", S&P said.

"Over the last few quarters, the company has outperformed the
domestic box office, partly resulting from the closure of
underperforming theaters.  We expect the number of unprofitable
theaters (which has decreased over the last few years) to remain
flat or even increase, based on our expectation that attendance
per screen will continue to decline for the foreseeable future.
The acquisition of theaters from Rave Cinemas and Cinemark
Holdings Inc. increases diversity, but we still expect Carmike's
results to remain volatile.  Longer term, we see increasing
pressure on theater attendance from proliferating entertainment
alternatives, and studios releasing films to premium video-on-
demand platforms within the traditional theatrical window," S&P
added.

S&P will continue to reassess the rating and outlook on Carmike as
the company deploys the equity issuance proceeds.  S&P could raise
the rating if Carmike's operating performance continues to improve
and the company's expansion plans are successful, resulting in an
improved EBITDA margin, consistently positive discretionary cash
flow, and increased sources of liquidity.  These results, coupled
with the company maintaining peak leverage below 5x, despite
volatile box-office performance and secular pressures on
attendance, would likely lead to an upgrade.  S&P could also raise
the rating if the company's management publically commits to
maintain leverage at a lower level by moderating Carmike's
financial policies.

S&P could lower the rating if Carmike cannot maintain adequate
liquidity because of box-office volatility and aggressive
financial policy decisions.  S&P could also lower the rating if
sources do not exceed expected uses by at least 1.2x, or if the
EBITDA margin of compliance, with its net first-lien leverage
covenant, falls below 20%, and leverage increases above 6x on a
sustained basis.  S&P could also consider a downgrade if it
expects discretionary cash flow to turn negative as a result of
attendance declines, higher capital spending, and a resumption of
regular annual dividends to shareholders in the $5 million to
$10 million range.


CAROLINA BEER: S&P Affirms 'B-' CCR & Revises Outlook to Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on Mooresville, N.C.-based Carolina Beer & Beverage
Holdings LLC.  S&P has revised the outlook to stable from
positive.

At the same time, S&P affirmed its 'B-' issue-level rating on
Carolina Beverage Group LLC's now proposed $130 million senior
secured notes due 2018, issued under Rule 144A without
registration rights.  The recovery rating remains '4', indicating
S&P's expectation for average (30% to 50%) recovery in the event
of a payment default.

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

S&P expects the company to use the proceeds from the upsized
offering to refinance existing debt, to fund an approximately
$68 million distribution to equity holders, including the
repurchase of minority shareholdings, to repurchase shares from
minority holders, and to pay transaction fees and expenses.  At
the close of the transaction, S&P estimates Carolina will have
about $140 million in total debt outstanding.

The ratings on Carolina reflects S&P's opinion that the company's
business risk profile is "vulnerable" and financial risk profile
is "highly leveraged."

Key credit factors in S&P's business risk assessment include the
company's narrow business focus; small size; and customer,
geographic, and manufacturing concentration, as well as the risks
associated with pursuing a rapid growth policy.  S&P believes the
company is highly dependent on demand for energy drinks, a
category that has recently experienced negative publicity, which
may result in increased regulation and reduced demand.

S&P views Carolina's financial risk profile as highly leveraged.
It is S&P's opinion that the company's financial policy is now
very aggressive, reflecting its controlling ownership by a
financial sponsor and its relatively high level of debt, including
the proposed debt financed shareholder distribution. (Carolina is
a private company and does not publish financial statements
publicly.)  For the 12 months ended March 31, 2013, S&P estimates
the pro forma ratio of adjusted total debt to EBITDA is close to
6x and funds from operations to total debt is less than 12%.

"We expect credit measures will remain near current levels,
including total debt to EBITDA of close to 6x," said Standard &
Poor's credit analyst Jean Stout.  "We could lower the rating if
the company's liquidity becomes constrained or credit ratios
weaken significantly.  Although less likely within the next one to
two years, S&P could raise the rating if the company expands its
revenue and customer base, generates positive free cash flow
annually (despite ongoing reinvestment in its business, including
opening the second manufacturing facility), and reduces leverage
closer to 4x."


CDW CORP: $190MM Sr. Term Loan Expansion Gets Moody's Ba3 Rating
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to the proposed
CDW Corporation's $190M senior secured term loan accordion to be
issued by its wholly-owned subsidiary CDW LLC. The proceeds will
be used to refinance existing high coupon notes. CDW's ratings
remain on review for upgrade following the company's initial
public offering of its stock, which netted lower than expected
proceeds.

Rating Actions

Senior Secured Term Loan - Assigned Ba3, LGD3-32%

Ratings Rationale:

Moody's review will assess the prospects for additional reduction
of the company's debt and ongoing interest expense savings in
helping the company grow its free cash flow. As well, the review
will also address the potential future shareholder return
initiatives which may affect further debt reduction. The review is
expected to be completed by September 2013. In the event of the
review concluding positively, CDW's corporate family rating would
be upgraded by no more than one notch.

What Could Change the Rating - Up

Ratings could be upgraded if CDW's revenue and operating margins
improve to a higher sustainable range (operating margins in mid to
upper single digits) implying increased market share, continued
favorable shift in product mix and/or a lower cost structure. An
upgrade could also occur upon debt reduction following the IPO and
further deleveraging, such that total adjusted debt to EBITDA
leverage is expected to be sustained below 4.5x.

What Could Change the Rating - Down

Ratings could be downgraded if CDW experienced loss of
customers/market share or pricing pressures due to increasing
competition or a weak economic environment led to margin erosion
and impaired interest coverage, reduced free cash flow generation
and financial leverage sustained above 7x total adjusted debt to
EBITDA.

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


COMMUNITY TOWERS: Says CIBC Should Litigate Claims Dispute
----------------------------------------------------------
Community Towers I, LLC, and its debtor-affiliates submitted an
opposition to the motion to dismiss the Debtors' claim objections
for want of prosecution filed by CIBC, Inc.  The Debtors contend
that CIBC seeks to obtain a windfall advantage by not having to
actually litigate their claim in requesting the Court to simply
dismiss the claims objection.

CIBC is the holder of a first deed of trust on the Debtors' two
building, 305,000 square foot office complex located at 111 West
Saint John Street and 111 North Market Street, San Jose,
California commonly known as the Community Towers

On October 5, 2012, the Debtors filed objections to Claim Nos. 4,
5, 6 and 7 filed by CIBC.

Subsequently, the Court entered an order that clarified that
because a hearing on an objection to claim requires 30 days'
notice, the Court would consider CIBC's claim in the context of
plan confirmation but would not issue a final ruling on the
allowability of such claim at the hearing on confirmation of the
Debtors' Joint Plan of Reorganization, dated March 27, 2012, as
modified, August 31, 2012.

The Court held a two-day evidentiary hearing on confirmation of
the Plan, on October 15 and 16, 2012.  The only evidence in the
record of the confirmation hearing on the value of the Debtors'
property was an appraisal made by Donn Byrne of Colliers
International, who opined that the property had a fair market
value of $41 million as of October 31, 2011.  Mr. Byrne has
completed an updated appraisal which states, inter alia,
Mr. Byrne's opinion that the Property was worth $46 million as of
February 28, 2013.

On January 25, 2013, the Court entered its order denying
confirmation the Plan.  Among other things, the confirmation
denial order discusses in depth CIBC's claim and the Debtors'
arguments why the claim is overstated.  Ultimately, the Court
found that CIBC is not entitled to default interest on its claim
in the bankruptcy cases, and it estimated such claim at
$37,234,279.

On February 19, 2013, CIBC filed its second motion for stay relief
requesting that the Court lift the automatic stay pursuant to 11
U.S.C. Sec. 362(d)(1) and 362(d)(3) so that it may "proceed with
its rights and remedies as a secured creditor of the Debtors."
After a hearing on March 5, 2013, the Court entered its order
conditionally granting CIBC's second motion for stay relief
increasing the adequate protection payments to be paid by the
Debtors to CIBC and providing, inter alia, that the automatic stay
provided under 11 U.S.C. Sec. 362(a) will be lifted if the Debtors
fail to pay CIBC all amounts allowed in connection with its
secured claims in the bankruptcy cases, by September 1, 2013.

According to the Debtors, since the confirmation hearing, they
have continued to operate their businesses and make adequate
protection payments to CIBC required under the Conditional Stay
Order (including full interest payments at the contract rate),
while increasing the profitability of the business.  The value of
the property has increased significantly based upon the increase
in occupancy by the Debtors' operations as well as continually
improving market conditions.  The Debtors also have committed
extensive time to searching out alternate lenders for the property
as well as potential buyers and investors.  The Debtors have
communicated several refinance opportunities directly to CIBC
outside of counsel in an effort to reach a resolution without an
according response.  Moreover, the Debtors have been working
diligently with existing and new counsel to complete an amended
plan of reorganization that the Debtors believe will satisfy all
requirements to be confirmable even if the Debtors do not sell or
refinance the Subject Property.  The Debtors, however, will
require additional time beyond the Sept. 1, 2013 deadline set
forth in the conditional stay order, to complete the plan
confirmation process.  Consequently, they will be filing a motion
to request that the Court extend the automatic stay beyond such
deadline.

In opposing the motion to dismiss the Debtors' claim objections,
the Debtors cited these reasons:

  a. The Motion Establishes No Basis For The Relief Requested
Therein.  The Debtors have not failed to appear at any hearing
during the bankruptcy cases, much less any hearing on the Claims
Objection, nor have they shown any indifference to proceeding

  b. Applicable Standards.  CIBC's Motion fails to provide any
applicable standard to dismiss the Claims Objection.  There is no
threat to the Court's management and control of its docket.  In
addition, the Debtors have compelling reasons for not noticing and
litigating the Claims Objection at this time.  They are focused on
reorganizing for the benefit of the estates and all creditors, and
litigating the Claims Objection immediately would be unnecessary
and potentially a wasteful misuse of the estates' resources.

  c. Risk Of Prejudice Falls Solely on The Debtors.  CIBC cannot
demonstrate any prejudice it has suffered or will suffer because
the Claims Objection has not already been finally determined
CIBC only contends that it is prejudiced because its claim will
not be determined by the Sept. 1, 2013 date established in the
conditional stay order.  The Debtors will be filing a motion to
extend the automatic stay and the Sept. 1, 2013 deadline.  In
addition, there is no risk to CIBC for any alleged delay caused by
the Debtors.  The Debtors have made adequate protection payments
to CIBC since August 2012 which amounts were increased in March
2013, and, moreover, the Subject Property continues to appreciate
in value.

Attorneys for the Debtors can be reached at:

         John Walshe Murray, Esq.
         Robert A. Franklin, Esq.
         Thomas T. Hwang, Esq.
         DORSEY & WHITNEY LLP
         305 Lytton Avenue
         Palo Alto, CA 94301
         Tel: (650) 857-1717
         Fax: (650) 857-1288
         E-mail: murray.john@dorsey.com
                 franklin.robert@dorsey.com
                 hwang.thomas@dorsey.com

                     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.


COOPER-BOOTH: Has Authority to Employ SSG as Investment Bankers
---------------------------------------------------------------
Cooper-Booth Wholesale Company, L.P., and its debtor affiliates
obtained authority from the U.S. Bankruptcy Court for the Eastern
District of Pennsylvania to employ SSG Advisors, LLC, as
investment bankers.

                   About Cooper-Booth Wholesale

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

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

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

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


COOPER-BOOTH: Has Final Authority to Use Cash Collateral
--------------------------------------------------------
Cooper-Booth Wholesale Company, L.P., and its debtor affiliates
obtained final authority from Judge Magdeline D. Coleman of the
U.S. Bankruptcy Court for the Eastern District of Pennsylvania to
use Cash Collateral of PNC Bank, National Association, and PNC
Equipment Finance and Zurich American Insurance Company to pay
only approved expenses from July 10, 2013, until the termination
date, which will be the earlier of Aug. 31, 2013, or the date upon
which an event of default occurs.

As adequate protection, the Banks are granted replacement liens on
and security interests in all of the Debtors' property and an
administrative expense claim pursuant to Section 503(b)(1) of the
Bankruptcy Code.  Zurich is also granted the same forms of
adequate protection as the Banks.

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

       http://bankrupt.com/misc/COOPERBOOTHcashcol0711.pdf

Aris J. Karalis, Esq., Robert W. Seltzer, Esq., Dustin G. Kreider,
Esq., at Maschmeyer Karalis P.C., in Philadelphia, Pennsylvania,
represent the Debtors.

Claudia Z. Springer, Esq., Derek J. Baker, Esq., Brian M.
Schenker, Esq., at Reed Smith LLP, in Philadelphia, Pennsylvania,
represent the Banks.

Mort Branzburg, Esq., and Richard Beck, Esq., at Klehr Harrison
Harvey Branzburg LLP, in Philadelphia, Pennsylvania, represent the
Official Committee of Unsecured Creditors.

Karen Lee Turner, Esq., at Eckert Seamans Cherin & Mellott, LLC,
in Philadelphia, Pensylvania, represents Zurich.

                   About Cooper-Booth Wholesale

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

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

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

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


CORNERSTONE HOMES: New York Homebuilder's Prepack Plan Approved
---------------------------------------------------------------
Michael Bathon, substituting for Bloomberg News bankruptcy
columnist Bill Rochelle, reports that Cornerstone Homes Inc., won
court approval of its pre-packaged reorganization plan that was
accepted by more than 94 percent of unsecured creditors before
filing for bankruptcy, according to a docket entry on the
company's bankruptcy case website.

According to the report, the company listed $18.6 million in
assets and $36.2 million in debt in its bankruptcy petition.
Unsecured noteholders, owed about $14.5 million, were the only
class of creditors entitled to vote on the restructuring plan, as
all other creditors will receive full payment.

The report says that the noteholders will get a $1 million note
with interest of a one year U.S. Treasury Bill plus 2 percent, to
be paid within 10 years.  The company intends to liquidate most or
all of its properties during the 10 year period "so as to achieve
maximum recovery for the creditors while avoiding a deleterious
effect on the housing market."

The report discloses that about 620 properties are pledged as
collateral for lenders and the proceeds from any sale will go to
repay them.  The more than 100 unencumbered properties will likely
be liquidated as well with proceeds going to fund distributions
under the plan.

                     About Cornerstone Homes

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, 2013, in Rochester alongside a reorganization plan
already accepted by 96 percent of unsecured creditors' claims.

The Debtor disclosed assets of $18,561,028 and liabilities of
$36,248,526.  Judge Paul R. Warren presides over the case.  David
L. Rasmussen, Esq., at Davidson Fink, LLP, serves as the Debtor's
counsel.


DAVIS HEALTH: Moody's Confirms 'B2' Rating & Negative Outlook
-------------------------------------------------------------
Moody's Investors Service has confirmed the B2 long-term rating
assigned to Davis Health System (WV). This action affects
approximately $14.4 million of outstanding debt. The system is
removed from under review for downgrade and the outlook is
negative.

Ratings Rationale:

The confirmation of the B2 rating reflects improvement in Davis'
liquidity position through interim FY 2013 following a steep drop
at FYE 2012 due to operational disruptions from the system's new
health IT system. The negative outlook is based on continued
operating losses in FY 2013 that are well below budget, inpatient
admission declines and the service area's weak demographics
generating Davis's high reliance on government payers that
negatively position future profitability.

Strengths

- Medicare designated sole community provider and only acute
   care hospital in Randolph County, WV with leading 70% market
   share (according to management-provided figures); market
   position is protected by State certificate of need law.

- System froze defined benefit plan in FY 2006; as of December
   31, 2012 the plan was terminated and substantially paid off
   with about $35,000 liability remaining as of FYE 2012.

- Workforce is non-unionized.

Challenges

- Poor controls in place to prevent operational disruption with
   implementation of health IT during FY 2012; negative
   operating margins through five months FY 2013.

- High dependence on government payers (Medicare (46%) and
   Medicaid (17%) combined represent 63% of gross revenues in FY
   2012) with notable self-pay population (8% self-pay).

- Weak service area demographics characterized by flat
   population growth and lower income levels and property values
   compared to state and national averages.

- Admissions declines in FY 2012 and interim FY 2013 following
   multiple years of admissions variability despite protection
   from CON and sole community provider status.

Outlook

The negative rating outlook reflects the sizable operating loss in
FY 2012 and the continuation of losses through five months of FY
2013, weak debt service coverage measures, and continued low
liquidity position. There is also uncertainty about whether the
hospital can improve performance given a history of volatility and
a challenging payer mix and service area demographics.

What could change the rating - UP?

Growth and stability in inpatient and outpatient volume trends;
ability to sustain improved performance for multiple years;
substantial growth in liquidity and improved debt coverage
measures.

What could change the rating - DOWN?

A decline or no improvement in operating performance; inability to
meet debt covenants under terms of construction loan; decline in
liquidity and debt coverage levels; an additional, significant
debt issuance; loss in market share.

The principal methodology used in this rating was Not-for-Profit
Healthcare Rating Methodology published in March 2012.


DEALER COMPUTER: Moody's Lowers Corp. Family Rating to 'B3'
-----------------------------------------------------------
Moody's Investors Service lowered Dealer Computer Services, Inc.
(dba Reynolds & Reynolds Company) corporate family rating to B3
from Ba2, and lowered the probability of default rating to B3-PD
from Ba2-PD, due to a significant increase in debt.

As part of the rating action, Moody's assigned a Ba3 rating to its
proposed $2,325 billion first lien term credit facilities and a
Caa1 rating to Reynolds' proposed $1,100 million second lien term
loan. The company's ultimate parent will also raise $900 million
through a PIK note, which Moody's does not rate. The rating
outlook is stable.

Rating actions:

  Corporate Family Rating downgraded to B3 from Ba2
  Probability of Default downgraded to B3-PD from Ba3-PD
  First Lien Revolving Credit Facility Ba3, LGD-2, 22%
  First Lien Term Loans -- Ba3, LGD2, 22%
  Second Lien Term Loan -- Caa1, LGD4, 66%
  Outlook is stable

Ratings Rationale:

As part of a broader recapitalization of the company's balance
sheet and capital payout to shareholders, Reynolds' controlling
shareholder the Brockman trust (Spanish Steps) is selling over 20%
ownership in the company to Centre College. The proposed
transaction will increase Reynolds' debt by over $3.4 billion,
including the $900 million PIK debt at the parent holding company.
The high financial leverage, with adjusted debt to EBITDA expected
to exceed 8.0 times at closing (about 6.5 times at the operating
company level), and reduced interest coverage associated with the
company's recapitalization expose the company to much greater
interest rate risk and considerably reduced flexibility. Although
the company has a leading position in providing auto dealership
management software and counts on significant recurring revenue
streams, the mature nature of its business leads to modest
opportunities to delever through revenue and EBITDA growth.
Therefore, rising interest rates may drain the company's cash
generating capacity and its ability to delever through debt
paydowns. Moreover, while the $900 million parent PIK note
preserves the company's liquidity in the near term, Moody's
believes that Reynolds will most likely pay out that note through
additional debt raises at the rated entity.

Moody's expects Reynolds to have good liquidity over the next
twelve months, in large part due to expected free cash flow
generation in the $280 million range. Moody's expects the company
to maintain at least $100 million of cash and generate strong free
cash flow. The company will have a $25 million revolving credit
facility, which Moody's expects to be undrawn.

The Ba3 rating on the proposed first lien senior secured credit
facilities reflects both the overall probability of default of the
company, to which Moody's assigns a Probability of Default Rating
of B3-PD, and a loss given default of (LGD 2, 22%). The rating
reflects the first priority lien on all property and assets. The
Caa1 rating on the proposed second lien senior secured term loan
reflects its second priority lien on all property and assets.
Further, the term loans benefit from upstream guarantees of the
borrower's present and future direct and indirect domestic
subsidiaries.

The stable rating outlook reflects the company's leading
dealership management systems market share, the good revenue
visibility and recurring nature of its software maintenance
business and the importance of automotive services and DMS to the
day-to-day operations of the automotive dealership industry.

Ratings could be upgraded if Reynolds generates organic revenue
growth, especially from the successful expansion of its products
outside its traditional DMS business, expands margins, and
maintains total adjusted debt to EBITDA to under 6.5 times
(including the parent holdco PIK note and incorporating Moody's
standard adjustments).

Ratings could be lowered if customer and/or market share losses or
interest rate swings result in revenue contraction, margin
erosion, or lower free cash flow on a sustained basis. Total
adjusted debt to EBITDA remaining above 8.0x (including the parent
holdco PIK note) could also result in downward rating pressure.

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

The Reynolds and Reynolds Company, headquartered in Dayton, Ohio,
is an automotive dealership computer services and forms management
company.


DEEP MARINE: Insurers Can't Invoke Indemnification in BHP Deal
--------------------------------------------------------------
In the appellate case GLENN DUVAL, Plaintiff, v. NORTHERN
ASSURANCE COMPANY OF AMERICA; MARKEL AMERICAN INSURANCE COMPANY,
Defendants-Third Party Plaintiffs-Appellants, v. B H P BILLITON
PETROLEUM DEEPWATER, INCORPORATED, Third Party Defendant-Appellee,
Case No. 12-31102, the U.S. Court of Appeals for the Fifth Circuit
concluded that defense, indemnification, and insurance obligations
under a master services agreement run between the two parties
involved in that agreement and are not enforceable by the third-
party insurers.

BHP Billiton Petroleum Deepwater, Inc., an energy exploration
company, and Deep Marine Technology, Inc., a former oilfield
service company, were parties to a 2006 Master Services Agreement
where Deep Marine provided construction support vessels to BHP.

Glen Duval is an employee of Wood Group/Deepwater Specialists,
Inc. (another BHP contractor) who claims to have sustained
injuries during an operation involving Deep Marine and BHP.  In
April 2008, Mr. Duval filed a negligence lawsuit against Deep
Marine.  Thereafter, Deep Marine sought defense, additional
insured status and indemnity from BHP under the MSA.

On Dec. 4, 2009, Deep Marine filed for Chapter 11 bankruptcy in
the Southern District of Texas and the Duval suit was
automatically stayed.  In September 2010, the Bankruptcy Court
allowed the Duval suit to proceed but enjoined Duval from any
recovery against Deep Marine.  The district court reopened the
case and on Jan. 4, 2012, Duval amended his complaint to name
Northern Assurance Company of America and Markel American
Insurance Company (Underwriters), the protection and indemnity
insurers of Deep Marine, as additional defendants.

On Feb. 7, 2012, the Underwriters filed a third-party complaint
against BHP, seeking to be full protected and indemnified by BHP
in accordance with the MSA.  The Underwriters and BHP filed cross-
motions for summary judgment, each disputing whether the
Underwriters could enforce BHP's contractual insurance, defense,
and indemnity obligations to Deep Marine after Deep Marine's
bankruptcy discharge.  The district court granted BHP's motion for
summary judgment, denied the Underwriters' motion for summary
judgment, and dismissed the action with prejudice.

The  Underwriters timely appealed.  On review, the Fifth Circuit
affirmed the district court ruling.

The Fifth Circuit's July 5, 2013 Order is available at
http://is.gd/duaGIZfrom Leagle.com.

                        About Deep Marine

Headquartered in Houston, Texas, Deep Marine Technology Inc. --
http://www.deepmarinetech.com/-- was an independent subsea
service provider to the Offshore Oil and Gas Industry.

Deep Marine Holdings, Inc., filed for Chapter 11 bankruptcy
protection (Bankr. D. S.D. Tex. Case No. 09-39314) on Dec. 4,
2009.  Affiliates Deep Marine Technology Inc., Deep Marine 1, LLC,
Deep Marine 2, LLC, Deep Marine 3, LLC, and Deep 4 Marine, LLC,
also sought bankruptcy protection.  The Debtors were represented
by Bracewell & Guiliani, L.L.P.  In its schedules, DMTI scheduled
$91,060,850 in assets and $64,091,137 in debts.

Deep Marine won approval of its Chapter 11 plan on June 2, 2010.
The Plan confirmation included sale of the Company's four vessels
to four buyers for a total of $94.8 million.  Before the auction
in May 2010, Oceaneering International Inc. was under contract to
buy all four for $74.5 million.  The other buyers are Seacor
Marine LLC, Otto Marine Ltd. and Ezram LLC.

The Plan provided for the creation of a liquidating trust and
basically provides for a distribution of sale proceeds according
to the priorities outlined in bankruptcy law.  John Bittner was
appointed as Liquidating Trustee.


DETROIT, MI: Police, Fire Pensions Fail to Delay Bankruptcy
-----------------------------------------------------------
Michael Bathon, substituting for Bloomberg News bankruptcy
columnist Bill Rochelle, reports that that Detroit's police and
fire pensions lost a bid to delay the city's $18 billion
bankruptcy when a federal judge ruled he has authority over the
filing and will hold a hearing to determine how much protection
the city gets as the case moves forward.  U.S. Bankruptcy Judge
Steven W. Rhodes on July 22 in Detroit set a hearing for July 24,
granting the city's request for a quick court date to confirm
protections granted when a municipality files under Chapter 9 of
the U.S. Bankruptcy Code.

According to the report, under the Code, the city and its
officials are entitled to halt most court proceedings against them
during the bankruptcy case.  Judge Rhodes agreed to consider the
city's request to extend the protection to unspecified "state
entities."  Pension officials are trying to use state court cases
to force Governor Rick Snyder, a Republican, to withdraw his
authorization for the bankruptcy filing, claiming he violated
Michigan's constitution.

The report notes that pension officials cited the July 19 ruling
of Circuit Court Judge Rosemarie E. Aquilina in Lansing, who
criticized Gov. Snyder for "overreaching" when he authorized
Detroit's emergency manager to rush the city into bankruptcy
court.  The July 18 Chapter 9 filing came minutes before Judge
Aquilina could rule on a bid by city workers and their pension
funds to block the federal case.

The report discloses that emergency manager Kevyn Orr had asked
the court to hold a hearing today to confirm the city's right to
remain in bankruptcy, which would protect Detroit and its
officials from state-court and other legal actions during the
Chapter 9 case.  The pension systems argue that Orr's bankruptcy
plan will cut pensions that are protected by Michigan's
constitution.  Should Mr. Orr push for such a reduction, Rhodes
would need to decide whether Chapter 9 of the U.S. Bankruptcy code
trumps state law, a state constitutional provision, both, or
neither.  A hearing scheduled for July 22 in Lansing on a related
challenge was postponed until next week.

                            Lawsuits

BankruptcyData reported that the City of Detroit's retirees,
workers and pension funds have filed three separate lawsuits in
Michigan State Court, one of which is supported by the union of
United Auto Workers.

According to the BData report, the suits relate to the
constitutionality of emergency manager Kevyn Orr's ability to
access and reduce $3.5 billion in unfunded pension liabilities in
his efforts to restructure the City's more than $18 billion debt
load via the Chapter 9 filing.

The U.S. Bankruptcy Court has maintained that it has the authority
to halt the proceedings, and Orr is seeking a Bankruptcy Court
order taking control of the three suits, the BData report said.

The Bankruptcy Court scheduled a July 24, 2013 hearing on this
matter; and Ingham County, Michigan Circuit Court Judge Rosemarie
Aquilina also adjourned until July 29, 2013 her proceedings
related to the same suits.

At the Circuit Court adjournment hearing, Judge Aquilina
reaffirmed her opinion that the suits should continue to be heard
in State, not Bankruptcy Court -- asserting, "I don't think the
constitution should be made of Swiss cheese. Once we erode it with
one hole, there will be others," the report related.

As previously reported, Judge Aquilina had issued a declaratory
judgment asserting that the Chapter 9 filing was unconstitutional
on the grounds that it would diminish or impair accrued pension
benefits." Separately, the Bankruptcy Court also issued an
administrative order governing media and public conduct, courtroom
procedure and decorum for the proceeding.

Among other directives, the order warns, "No conversations or
disruptive gestures are permitted in the Courtroom...The United
States Marshall and his Deputies shall be responsible for
maintaining order and decorum in the Courtroom, overflow viewing
areas, media room and the Courthouse. All orders given by the
Marshal or his deputies shall be deemed orders of this Court and
must be complied with immediately."

                       California Cases

Erin Coe of BankruptcyLaw360 reported that the California
municipal bankruptcies of Stockton and San Bernardino will provide
guideposts for Detroit as it navigates the eligibility process in
its Chapter 9 case, but the Michigan city's ability to establish
that it's eligible as a debtor is complicated by a state judge's
finding last week that its bankruptcy petition was
unconstitutional, according to experts.

                     Jones Day Attorneys

Abigail Rubenstein of BankruptcyLaw360 reported that the pressure
is on for lawyers at Jones Day who will be shepherding the city of
Detroit through its historic bankruptcy, but the firm is no
stranger to large, complex restructurings, so it will have plenty
of experience to draw on while helming the largest-ever Chapter 9
case.

According to the report, if the embattled city manages to emerge
from its bankruptcy financially sound, much of the credit will go
to the Cleveland-based global law firm, whose bankruptcy clients
have included the likes of Chrysler LLC, Dana Corp. and Hostess
Brands.

                      About Detroit, Michigan

The city of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter
9 petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The city's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

The Debtor is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.


DETROIT, MI: Euro Banks Exposed to Chapter 9 Bankruptcy
-------------------------------------------------------
The Wall Street Journal's David Enrich and Dow Jones Newswires'
John Letzing report that Detroit's broken finances are
intersecting with the troubled European banking industry, causing
further distress for both the Motor City and its European lenders.
According to the report, European banks bought a total of about
$1 billion of the Detroit bonds, according to industry officials
familiar with the transactions.

According to the WSJ report, Detroit turned to UBS AG for help in
2005 to sell more than $1.4 billion of bonds, known as
"certificates of participation," for the city.  Detroit at that
time was trying to find a way to replenish its depleted pension
funds for municipal workers and its police and fire departments.

The report relates a government agency in Munich charged with
unwinding a nationalized German bank's assets is holding Detroit
debt with a face value of about $200 million, according to a
spokesman for the agency, FMS Wertmanagement. A nationalized
Franco-Belgian lender, Dexia SA, is holding another large chunk,
according to people familiar with the matter.

The report also says UBS and Bank of America Corp.'s investment-
banking unit have agreed to accept less than what they are owed
under a hedging transaction that accompanied the bond deal and
that had become a heavy weight around Detroit's neck.

                     About Detroit, Michigan

The city of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection Thursday, July 18, 2013, by filing a voluntary Chapter
9 petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.


DETROIT, MI: Bankruptcy Raises Constitutional Issues
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Detroit's municipal bankruptcy that began July 18,
the largest on record, will begin with a precedent-setting dispute
about the limits of state and federal judicial power under the
U.S. Constitution.

According to the report, the city's Emergency Manager Kevyn Orr
hurriedly received permission to file from Michigan Governor Rick
Snyder for fear a state court judge would enjoin officials from
filing.  Within hours after bankruptcy, the state judge entered
injunctions both directing the governor to withdraw the bankruptcy
and enjoining the prosecution of the bankruptcy.

The report notes that the state judge was acting at the request of
pension funds and retirees who sued to block reductions in pension
benefits.  Detroit responded late in the day on July 19 by filing
papers asking the bankruptcy judge in Detroit to enjoin the suits
in state court and expand the so-called automatic stay to protect
the governor and the state treasurer from being sued.  Ordinarily,
state courts lose power when a company files bankruptcy.  In the
case of a municipality, the issues aren't so clear in view of the
U.S. Constitution.

The report relates that because of powers reserved to the states
in the Constitution, Chapter 9 confers fewer powers on bankruptcy
courts than in typical corporate or individual bankruptcies. For
example, the bankruptcy judge has no power to compel a
municipality to sell property or decide how revenue is raised or
spent.  Likewise, states have power to decide when municipalities
can file bankruptcy.  Indeed, some states don't allow municipal
bankruptcy.  The power of the state court to halt bankruptcy might
have been more clear were the injunction made before Detroit's
Chapter 9 filing.  Coming as it did after Detroit was in
bankruptcy, the ability of the state court to require termination
of the bankruptcy is less clear.

The report discloses that Chapter 9 mandates a procedure where the
bankruptcy judge decides if a municipality is eligible for
bankruptcy.  Detroit could be a case where a state court will at
least attempt after the fact to decide if bankruptcy was properly
filed.  Traditional limitations on bankruptcy courts' powers over
state courts also come into play.  The typical view is that
bankruptcy courts have power to enjoin parties to lawsuits while
there is no power to enjoin the state court or the state judge.

Detroit won't ask for a federal bailout, and holders of bonds can
expect to be affected, the governor said.

                      About Detroit, Michigan

The city of Detroit, Michigan, weighed down by more than $18
billion in accrued obligations, sought municipal bankruptcy
protection on July 18, 2013, by filing a voluntary Chapter
9 petition (Bankr. E.D. Mich. Case No. 13-53846).  Detroit listed
more than $1 billion in both assets and debts.

Kevyn Orr, who was appointed in March 2013 as Detroit's emergency
manager, signed the petition.  Detroit is represented by
lawyers at Jones Day and Miller Canfield Paddock and Stone PLC.

Michigan Governor Rick Snyder authorized the bankruptcy filing.

The filing makes Detroit the largest American city to seek
bankruptcy, in terms of population and the size of the debts and
liabilities involved.

The city's $18 billion in debt includes $5.85 billion in special
revenue obligations, $6.4 billion in post-employment benefits,
$3.5 billion for underfunded pensions, $1.13 billion on secured
and unsecured general obligations, and $1.43 billion on pension-
related debt, according to a court filing.  Debt service consumes
42.5 percent of revenue.  The city has 100,000 creditors and
20,000 retirees.

The Debtor is represented by David G. Heiman, Esq., and Heather
Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett,
Esq., at Jones Day, in Los Angeles, California; and Jonathan S.
Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield
Paddock and Stone PLC, in Detroit, Michigan.


DETROIT, MI: Fitch Notes Implications of Ch. 11 Filing on GO Bonds
------------------------------------------------------------------
The recent proposal by the city of Detroit's emergency manager
(EM) to group unlimited tax general obligation (ULTGO) and limited
tax general obligation (LTGO) bonds together, as well as with
employee benefit payments, as a single class of creditor is at
odds with Fitch Ratings' prior expectations. If it is confirmed in
bankruptcy, it will lead the agency to rethink the distinctions
made between tax-supported ratings within Michigan and perhaps
nationally.

Currently Fitch rates ULTGOs and LTGOs either on par or, in some
cases, where there appears to be a limited level of financial
flexibility for the LTGOs, one notch apart. This distinction
reflects Fitch's belief that an incremental margin of safety
exists where there is the ability - and the legal obligation - to
raise taxes for the specific purpose of repaying debt. This
incremental strength is particularly pronounced if the property
tax levy for the ULTGO bonds is separate and distinct from the
entity's general tax levy, thereby limiting direct competition
from other spending needs for general budget resources, which is
the case for Detroit's ULTGOs.

The EM's proposal does not recognize the voted, dedicated tax
supporting the ULTGOs as a 'special revenue' as defined by Chapter
9 of the U.S. Bankruptcy Code, although the bankruptcy judge
might; thus it is too early to reach any conclusions. The state of
Michigan has implicitly supported the EM's view that there is no
priority of payment for ULTGOs, LTGOs, or pension obligation
bonds, let alone pension or even OPEB unfunded liabilities, the
last generally offering more flexibility than pensions to adjust
benefits and therefore spending. The strong oversight offered by
Michigan's Act 436 and its predecessor emergency manager laws
therefore appears to be offset by the weak support for bondholders
in Detroit's case. Fitch's ratings of Michigan municipalities
recognize this oversight but as in all local government ratings,
do not assume the state will provide financial resources to avert
a default.

So far there has not been enough evidence from bankruptcy court
actions that either confirms or refutes the notion that a property
tax levied specifically for debt service on GO bonds and properly
established through state statute is a 'special revenue'. However,
the possibility that a bankruptcy judge might consider the bonds
to be secured by special revenues could incentivize an entity to
make payments. Fitch's distinction is made on the basis that
outside of bankruptcy there is, as described above, some
incremental flexibility to raise revenue specifically to pay debt
service.

Assuming the case is permitted to proceed, the bankruptcy judge's
legal opinion might differ from the EM's, opining that property
taxes for ULTGO bonds are indeed special revenue, or that the
voted tax, which has consistently been levied, must be either used
for its agreed-upon purpose or rebated to taxpayers. Fitch
considers this to be a landmark bankruptcy case given the paucity
of such cases and the city's size and historical prominence in the
U.S. economy.

Fitch's rating on Detroit's COPs is currently lower, at 'D', than
the other tax-supported bonds at 'C' simply because the payment
date on the COPs came up first. The 'C' rating indicates the
expectation that the GO bonds will not be repaid in full and on
time.


DIAMOND RESORTS: S&P Revises Outlook to Positive & Affirms B- CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Las Vegas-based timeshare company Diamond Resorts Parent LLC to
positive from stable.  At the same time, S&P affirmed all ratings
on the company, including the 'B-' corporate credit rating.

The outlook revision to positive reflects the expected repayment
of high-cost debt following the company's IPO, and S&P's belief
that Diamond may improve EBITDA coverage of interest expense to
the mid-1x area and S&P's measure of lease-adjusted debt to EBITDA
to below 7x in 2013, thresholds S&P believes is in line with a one
notch higher rating on Diamond.  S&P's measure of debt includes
securitized debt and debt balances associated with the company's
conduit and other receivables facilities, and S&P's measures of
interest expense includes securitization interest expense.

Diamond completed its IPO on July 19, 2013, generating
$178 million in net proceeds (not counting the underwriters'
overallotment).  The company plans to use the proceeds to reduce
high-cost debt balances, including $58 million outstanding under
the Pacific Monarch Resorts Inc. (PMR) acquisition loan and
approximately $50 million under the Tempus acquisition loan.  The
company used both loans to finance the acquisition of timeshare
resort operations emerging from bankruptcy.  Diamond also plans to
use $48 million of the IPO proceeds to buy PMR Service Companies,
which provides management services to resorts added to Diamond's
network following the company's acquisition of PMR in May 2012.
Diamond will also use $10 million of the proceeds to repurchase
common stock warrants and may use up to $50 million to purchase a
portion of the company's senior secured notes due 2018 from
holders who accept the company's planned offer to repurchase them.
S&P has not factored any senior secured notes repurchases into its
expectation for credit measures.

The positive outlook reflects S&P's belief that Diamond may
improve EBITDA coverage of interest expense to the mid-1x area and
debt to EBITDA to below 7x in 2013, thresholds S&P believes is in
line with a one notch higher rating on Diamond.

S&P would consider raising the corporate credit rating one notch
to 'B' in this scenario, provided that Diamond's ongoing
acquisition integrations translate into improved profitability and
Diamond's liquidity profile remains adequate.

An outlook revision to stable or a downgrade could result from a
decline in EBITDA or deterioration in access to external liquidity
sources over the intermediate term.


DRYSHIPS INC: Ocean Rig Enters Into Skyros Deal with Total E&P
--------------------------------------------------------------
DryShips Inc., an international provider of marine transportation
services for drybulk and petroleum cargoes, and through its
majority owned subsidiary, Ocean Rig UDW Inc., of offshore
deepwater drilling services, on July 23 disclosed that Ocean Rig:

        -- Has signed definitive documentation with Total E&P
Angola, following the previously announced Letter of Award, for
its ultra deepwater drillship "Ocean Rig Skyros."  The contract is
for 5 wells or a minimum of 275 days for drilling offshore West
Africa, with an estimated backlog of approximately $190 million,
and is expected to commence upon delivery of the drillship from
the shipyard, in October 2013.

        -- Has received a Letter of Award for its ultra deepwater
drillship "Ocean Rig Skyros," from a major oil company.  The
Letter of Award is for a 6 year contract for drilling offshore
West Africa, with an estimated backlog of approximately $1.3
billion.  The Letter of Award is subject to completion of
definitive documentation and receipt of regulatory approvals.  The
contract is expected to commence in direct continuation of the
previous contract before the first quarter of 2015.

As a result of this LOA, as of July 23, Ocean Rig's total
contracted backlog (including LOAs) stands at about $6.1 billion,
primarily with investment grade or strong counterparties.

                       About DryShips Inc.

Headquartered in Athens, Greece, DryShips Inc. (NASDAQ: DRYS) is
an owner of drybulk carriers and tankers that operate worldwide.
Through its majority owned subsidiary, Ocean Rig UDW Inc.,
DryShips owns and operates 10 offshore ultra deepwater drilling
units, comprising of 2 ultra deepwater semisubmersible drilling
rigs and 8 ultra deepwater drillships, 3 of which remain to be
delivered to Ocean Rig during 2013 and 1 is scheduled for
delivery during 2015.  DryShips owns a fleet of 46 drybulk
carriers (including newbuildings), comprising of 12 Capesize, 28
Panamax, 2 Supramax and 4 Very Large Ore Carriers (VLOC) with a
combined deadweight tonnage of about 5.1 million tons, and 10
tankers, comprising 4 Suezmax and 6 Aframax, with a combined
deadweight tonnage of over 1.3 million tons.

The Company reported a net loss of US$288.6 million on
US$1.210 billion of revenues in 2012, compared with a net loss of
US$47.3 million on US$1.078 billion of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
US$8.878 billion in total assets, US$5.010 billion in total
liabilities, and shareholders' equity of US$3.868 billion.

                       Going Concern Doubt

Ernst & Young (Hellas), in Athens, Greece, expressed substantial
doubt about DryShips Inc.'s ability to continue as a going
concern, citing the Company's working capital deficit of
US$670 million at Dec. 31, 2012, and in addition, the non-
compliance by the shipping segment with certain covenants of its
loan agreements with banks.

As of Dec. 31, 2012, the shipping segment was not in compliance
with certain loan-to-value ratios contained in certain of its
loan agreements.  In addition, as of Dec. 31, 2012, the shipping
segment was in breach of certain financial covenants, mainly the
interest coverage ratio, contained in the Company's loan
agreements relating to US$769,098,000 of the Company's debt.  As
a result of this non-compliance and of the cross default
provisions contained in all bank loan agreements of the shipping
segment and in accordance with guidance related to the
classification of obligations that are callable by the creditor,
the Company has classified all of its shipping segment's bank
loans in breach amounting to US$941,339,000 as current at
Dec. 31, 2012.


EASTMAN KODAK: BNY Mellon Seeks Estimation of Claims
----------------------------------------------------
The Bank of New York Mellon asked U.S. Bankruptcy Judge Allan
Gropper to temporarily allow each of its pre-bankruptcy claims in
the amount of $2,000 for purposes of voting on Eastman Kodak Co.'s
Chapter 11 reorganization plan.

The bank oversees the trusts, which were formed to hold the assets
of the Kodak employees' investment plan and retirement plan
sponsored by the company, and another pension plan sponsored by
its subsidiary, Qualex Inc.

BNY Mellon's claims stemmed from a trust agreement it entered into
with Qualex, and two separate trust agreements with Kodak.  The
claims were filed against the companies as "unliquidated and
contingent."

A court hearing is scheduled for August 20.  Objections are due by
August 9.

                        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: Proposes to Assume Over 1,700 Contracts
------------------------------------------------------
Eastman Kodak Co. proposed to take over more than 1,700 contracts
as part of its Chapter 11 reorganization plan.  A list of the
contracts is available for free at http://is.gd/R6ejAO

The company proposed to pay a total of $12,342,606 to cure the
defaults under the contracts.  The deadline for filing objections
to the assumption of the contracts or the proposed cure amounts is
July 29.

                        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: Proposes to Assume and Assign 36 Contracts to RED
----------------------------------------------------------------
Eastman Kodak Co. said it will assume and assign 36 contracts to
RED-Rochester LLC as part of the sale of its utility operations at
Eastman Business Park to the energy firm.

The deadline for filing objections to the proposed cure amounts
under the contracts is July 29.  The contracts are listed at
http://is.gd/ZOA5iA

Kodak sold its utility operations at Eastman Business Park, a
1,200-acre technology and industrial complex located in Rochester
New York, for $8.5 million.  U.S. Bankruptcy Judge Allan Gropper
approved the sale on January 18, 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.


EDISON MISSION: Court Denies R. Klossing's Motion to Lift Stay
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
denied the motion of Ronald Klossing for relief from the automatic
stay in order to permit Movant to pursue his case against the
Debtor to the extent of his insurance coverage.

The Movant's claim involves a personal injury cause of action
against Edison Energy, et al.  On Aug. 20, 2011, the Movant fell
into an open manhole owned and maintained by the Debtor that was
hidden by vegetation.  The Movant's claim is to be satisfied with
proceeds coming only from the insurance carrier.  Movant waives
any excess claim he may have against the assets of the Debtor.

                       About Edison Mission

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

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

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

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

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

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

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

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

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


EDISON MISSION: Powerton Lease Decision Deadline Moved to Sept. 30
------------------------------------------------------------------
On July 17, 2013, the U.S. Bankruptcy Court for the Northern
District of Illinois entered an amended order extending the time
by which Edison Mission Energy, et al., must assume or reject the
Powerton and Joliet Facility Leases and related agreements,
through Sept. 30, 2013, in accordance with the Modified Extension
Term Sheet.   A copy of the Modified Extension Term Sheet is
available at:

          http://bankrupt.com/misc/edisonmission.doc1020.pdf

                       About Edison Mission

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

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

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

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

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

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

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

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

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


EDISON MISSION: Wins OK for JPMorgan as Fin'l Co-Advisor
--------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
authorized Edison Mission Energy, et al., to employ J.P. Morgan
Securities, LLC, as the Debtors' financial co-advisor effective as
of Feb. 17, 2013, the date of the order, to explore a potential
sale of the business.

As reported in the July 9, 2013, J.P. Morgan will work side-by-
side with Perella Weinberg Partners to ensure that value and
stakeholder recoveries are maximized.  Perella and J.P. Morgan
will coordinate the services they are providing to the Debtors to
ensure that there is no unnecessary duplication of services by
either firm during the pendency of these Chapter 11 cases.

J.P. Morgan will, among other things:

      a. assist the Debtors in preparing a memorandum (based
         entirely on information supplied by the Debtors) for
         distribution to potential purchasers, describing the
         assets, their business, and financial condition;

      b. assist the Debtors in identifying and contacting
         potential purchasers to ascertain their interest in a
         transaction;

      c. advise and assist the Debtors in their negotiation of the
         financial aspects of a transaction; and

      d. appear and testify in court proceedings related to any
         Section 363 bankruptcy sale process in connection with
         obtaining court approval of a transaction.

J.P. Morgan will be paid a progressive fee with respect to each
transaction payable upon the closing of a transaction, in an
amount equal to the percentage of cumulative consideration, only
to be received for transactions that are successfully completed,
as set forth below:

         i. 0.9500 percent and 0.5625 percent for consideration of
            $0 and $500 million, respectively;

        ii. 0.5625 percent and 0.4575 percent for consideration of
            $500 million and $750 million, respectively;

       iii. 0.4575 percent and 0.4000 percent for consideration of
            $750 million and $1 billion, respectively;

        iv. 0.4000 percent and 0.3875 percent for consideration of
            $1 billion and $1.25 billion, respectively;

         v. 0.3875 percent and 0.3750 percent for consideration of
            $1.25 billion and $1.75 billion, respectively;

        vi. 0.3750 percent and 0.3450 percent for consideration of
            $1.75 billion and $2.25 billion, respectively;

       vii. 0.3450 percent and 0.3250 percent for consideration of
            $2.25 billion and $3.25 billion, respectively;

      viii. 0.3250 percent and 0.3100 percent for consideration of
            $3.25 billion and $3.5 billion, respectively;

        ix. 0.3100 percent and 0.3000 percent for consideration of
            $3.5 billion and $3.75 billion respectively; and

         x. 0.3000 percent for consideration above $3.75 billion.

The Transaction Fee will be equal to $2 million if the coal-fired
generation assets are the only assets sold.  If, in lieu of a
transaction, the Debtors complete an alternative transaction
involving the assets with the assistance of J.P. Morgan, J.P.
Morgan and the Debtors will negotiate in good faith regarding the
appropriate form and amount of compensation for J.P. Morgan,
taking into account, among other things, the results obtained and
the custom and practice among investment bankers acting in similar
transactions.

If the Debtors receive any payment from another person (including
any payment as reimbursement of expenses) following or in
connection with the termination, abandonment, or failure to occur
of any proposed transaction, then the Debtors will pay to J.P.
Morgan a fee in an amount equal to 25 percent of the break-up fee.
In no event will any break-up fee portion exceed the amount of the
Transaction Fee that would have been payable to J.P. Morgan if the
transaction had been consummated.

                       About Edison Mission

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

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

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

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

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

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

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

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

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


EDISON MISSION: Court Denies Lindblad Motion for Relief from Stay
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
denied the motion of Lindblad Construction Company of Joliet,
Inc., for relief from the automatic stay.

Lindblad filed the motion for relief from the automatic stay to
allow it to prosecute its cross-claim for contribution against
Debtor Midwest Generation, LLC, solely to the extent of insurance
coverage, relative to litigation filed in the Circuit Court of
Cook County captioned, Cesario v. Antartic Mechanical Services,
Inc., case number 2009 L 014452.

According to papers filed with the Court, Lindblad is not seeking
recovery from Midwest Generation personally or from any assets of
the bankruptcy estate, including any deductible or self insured
retention relating to Midwest Generation's insurance coverage.
Instead, Lindblad seeks a modification of the automatic stay
solely for the purposes of allowing it to proceed against Midwest
Generation in the Cesario case to the extent there is insurance
coverage.

By way of background, on Sept. 20, 2011, Alan Cesario filed suit
against Midwest Generation in the Cesario case, alleging claims
for negligence on a construction project in Chicago, Illinois,
which allegedly caused Alan Cesario's personal injury on Oct. 26,
2009.  On June 15, 2012, Lindblad filed a cross-claim for
contribution against Midwest Generation.

Lindblad was a contractor for work being done at the Midwest
Generation Crawford Generating Station.  Cesario was an employee
of Advantage Ironworking Systems, a subcontractor on the Midwest
Generation Crawford Generating Station coal hopper project.

                       About Edison Mission

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

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

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

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

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

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

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

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

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


EDISON MISSION: Tyche Appeals Order Denying Lift Stay Motion
------------------------------------------------------------
Tyche Power Partners LLC has appealed to the United States
District Court for the Northern District of Illinois from the
following order of the Bankruptcy Court:

   Order on Tyche Power Partners' motion for relief from the
   automatic stay (Dkt. No. 737 in the Bankruptcy Case) and
   the motion to dismiss, or in the alternative, for
   abstention and relief from the automatic stay (Dkt. No. 14
   in the Adversary Proceeding)(Dkt. No. 1013 in the Bankruptcy
   Case and Dkt. No. 30 in the Adversary Proceeding).

The Bankruptcy Court's July 15, 2013 Order denied Tyche Power's
motion to dismiss/abstain as well as the motion to lift the
automatic stay.

A copy of the Order is available at:

        http://bankrupt.com/misc/edisonmission.doc1013.pdf

A copy of the Statement of Issues on Appeal and Designation of
Items to be Included in the Record on Appeal of Tyche Power
Partners LLC is available at:

        http://bankrupt.com/misc/edisonmission.doc1026.pdf

                       About Edison Mission

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

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

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

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

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

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

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

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

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


EMERITO ESTRADA: Hires Alexis Fuentes as Counsel
------------------------------------------------
Emerito Estrada Rivera Isuzu De PR Inc. sought and obtained
approval from the U.S. Bankruptcy Court for the District of Puerto
Rico to employ Alexis Fuentes-Hernandez, Esq., as counsel.

The Debtor engaged Mr. Fuentes-Hernandez, as its counsel on the
basis of a $13,000 retainer, which has been advanced by the
Debtor's principals, against which the counsel will bill on the
basis of $250 per hour, plus expenses, for work performed or to be
performed by him.

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

Emerito Estrada Rivera Isuzu De PR Inc., a car dealer in Puerto
Rico, filed a bare-bones Chapter 11 petition (Bankr. D.P.R. Case
No. 13-04608) in Old San Juan, on June 4, 2013.  Alexis Fuentes
Hernandez, Esq., at Fuentes Law Offices, serves as counsel.  The
Debtor's sole asset is a real property worth $16.5 million.  It
has $8.68 million in liabilities, of which $8.1 million is
secured.


EXIDE TECHNOLOGIES: Committee Taps Lowenstein Sandler as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Exide
Technologies asks the U.S. Bankruptcy Court for permission to
retain Lowenstein Sandler LLP as counsel.

The firm's rates are:

   Professional                 Hourly Rates
   ------------                 ------------
   Partners of the Firm          $500 to $985
   Senior Counsel and Counsel    $385 to $685
   Associates                    $275 to $480
   Paralegals and Assistants     $160 to $270

The Committee believes the firm is a "disinterested person" as the
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.


EXIDE TECHNOLOGIES: Panel Retains Zolfo Cooper as Fin'l Advisors
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Exide
Technologies asks the U.S. Bankruptcy Court for permission to
retain Zolfo Cooper, LLC as bankruptcy consultants and financial
advisors.

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

   a. assist counsel to the Committee in support of the financial
      elements of various Court pleadings filed throughout the
      chapter 11 case;

   b. monitor the Debtor's cash flow and operating performance;
      and

   c. analyze and comment on operating and cash flow projections,
      business plans, operating results, financial statements,
      other documents and information provided by the
      Debtor/Debtor's professionals, and other information and
      data pursuant to the Committee's request.

Zolfo Cooper charges based on actual hours expended to perform its
services at standard hourly rates established for each employee,
as adjusted semi-annually.

The billing rates for professionals who may be assigned to this
engagement in effect as of January 1, 2013, are as follows:

     Professional                   Rates
     ------------                   -----
     Managing Directors          $800 - $895
     Professional Staff          $265 - $780
     Support Personnel            $55 - $310

The Committee attests that the firm is a "disinterested person" as
the 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.


EXIDE TECHNOLOGIES: Panel Hiring Morris Nichols as Co-Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Exide
Technologies asks the U.S. Bankruptcy Court for permission to
retain Morris, Nichols, Arsht & Tunnell LLP as co counsel.

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

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

   b) assist and advise the Committee in its consultations with
      the Debtor relative to the administration of this case; and

   c) assist the Committee in analyzing the claims of the Debtor's
      creditors in negotiating with such creditors.

The firm's rates are:

    Professional             Rates
    ------------             -----
    Partners             $515 to $820
    Associates           $285 to $510
    Paraprofessionals    $225 to $285
    Case Clerks                  $140

The Committee believes the firm is a "disinterested person" as the
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.


EXIDE TECHNOLOGIES: $500-Mil. DIP Financing Gets Court Approval
---------------------------------------------------------------
Exide Technologies on July 24 disclosed that it has received final
Bankruptcy Court approval of its $500 million debtor-in-possession
(DIP) financing provided by JPM Chase and a group of lenders to
whom the DIP financing was syndicated.

On June 10, Exide Technologies filed a voluntary petition for
reorganization pursuant to U.S. federal restructuring laws in the
District of Delaware.  On June 11, 2013, the Court granted interim
approval of access of up to $395 million of the DIP financing
facility.  The final approval provides the Company with access to
the remaining $105 million which, along with the previously
released funds under the DIP financing, provides the Company with
liquidity to maintain its operations, pay employees and purchase
goods and services.

"We are very pleased to have arranged financing that is sufficient
to enable us to continue operations uninterrupted while we proceed
with our restructuring," said James R. Bolch, Exide's President
and Chief Executive Officer.  "We are grateful for the support of
our lenders and the confidence they have displayed in Exide by
meeting our funding needs."

Peg Brickley writing for Dow Jones' DBR Small Cap reported that
Exide reached a deal with its official creditors committee to ease
court approval of a $500 million bankruptcy loan but still faces
opposition from regulators who say the deal is a danger to the
public.

                     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.


EXTENDED STAY: Deutsche Bank, Goldman and JPMorgan for IPO
----------------------------------------------------------
The Wall Street Journal's Craig Karmin and Mike Spector report
that Extended Stay America Inc. on Monday filed plans to sell
shares to the public, and has enlisted Deutsche Bank AG, Goldman
Sachs Group Inc., and J.P. Morgan Chase & Co. to work on the
offering.  The number of shares to be offered and the price range
for the offering haven't been determined, the company said Monday.

People familiar with the matter told The Wall Street Journal late
Sunday the IPO could come sometime toward the end of this year.
WSJ relates a person familiar with the hotel company said it has
equity valued between $3 billion and $4 billion.  Proceeds from
the IPO will go toward retiring some of the company's $3.6 billion
in debt, the people familiar with the plans said.

                        About Extended Stay

Extended Stay is the largest owner and operator of mid-price
extended stay hotels in the United States, holding one of the most
geographically diverse portfolios in the lodging sector with
properties located across 44 states (including 11 hotels located
in New York) and two provinces in Canada.  As a result of
acquisitions and mergers, Extended Stay's portfolio has expanded
to encompass over 680 properties, consisting of hotels directly
owned or leased by Extended Stay or one of its affiliates.
Extended Stay currently operates five hotel brands: (i) Crossland
Economy Studios, (ii) Extended Stay America, (iii) Extended Stay
Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe
Studios.

Extended Stay Inc. and its affiliates filed for Chapter 11 (Bankr.
S.D.N.Y. Case No. 09-13764) on June 15, 2009.  Judge James M. Peck
handles the case.  Marcia L. Goldstein, Esq., at Weil Gotshal &
Manges LLP, in New York, represents the Debtors.  Lazard Freres &
Co. LLC is the Debtors' financial advisors.  Kurtzman Carson
Consultants LLC is the claims agent.  The Official Committee of
Unsecured Creditors tapped Gilbert Backenroth, Esq., Mark T.
Power, Esq., and Mark S. Indelicato, Esq., at Hahn & Hessen LLP,
in New York, as counsel.  Extended Stay had assets of $7.1 billion
and debts of $7.6 billion as of the end of 2008.

Extended Stay Inc. in October successfully emerged from Chapter 11
protection.  An investment group including Centerbridge Partners,
L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI,
L.P.  has purchased 100 percent of the Company for $3.925 billion
in connection with the Plan of Reorganization confirmed by the
Bankruptcy Court in July 2010.


FISHER ISLAND: Appeal From Fee Orders Dismissed as Untimely
-----------------------------------------------------------
At the behest of James S. Feltman, the Court-appointed examiner in
the involuntary Chapter 11 cases of Fisher Island Investments,
Inc., Mutual Benefits Offshore Fund, Ltd., and Little Rest Twelve,
Inc., Bankruptcy Judge A. Jay Cristol dismissed as untimely the
appeal taken by the petitioning creditors from the Court's fee
orders.

The Petitioning Creditors -- 19 SHC, Corp, 601/1700 NBC LLC,
Solby+Westbrae Partners, Ajna Brands, Inc., Axafina, Inc., and
Oxana Adler LLM -- filed Involuntary Chapter 11 Petitions in the
Bankruptcy Court against each of the Alleged Debtors on March 17,
2011.  The filing of the involuntary petitions by the Petitioning
Creditors has spawned over two years of contentious litigation
between and among the two groups of Alleged Debtors and the
Petitioning Creditors.  Given the extreme complexities of these
cases and the seriousness of the allegations involved, the Court
proposed, and the parties agreed and supported, the appointment of
a chapter 11 examiner.

In accordance with the Court's directives, the Examiner and his
professionals, among other things, investigated and examined
certain matters relating to ownership and financial affairs of the
Alleged Debtors, including the claims of the Petitioning
Creditors. The Examiner set forth his findings and conclusions in
a Report of Examiner that was filed with the Court more than 18
months ago. Although the Court has allowed the fees and expenses
of the Examiner and his professionals, the Examiner and his
professionals have been compensated for only approximately 33.3%
of the allowed fees and expenses.

On October 5, 2012, after notice and a hearing, the Court entered
an Order Directing Payment of Fees and Expenses of Examiner and
Examiner's Professionals, which directed that on or before
November 1, 2012 (i) the Redmond Alleged Debtors, jointly and
severally, pay to Greenberg Traurig's trust account the sum of
$113,917.01;5 (ii) the Zeltser Alleged Debtors, jointly and
severally, pay to Greenberg Traurig's trust account the sum of
$363,917.01; and (iii) the Petitioning Creditors, jointly and
severally, pay to Greenberg Traurig's trust account the sum of
$363,917.01.  Neither the Petitioning Creditors nor the Zeltser
Alleged Debtors have complied with the Fee Order.

The Fee Order is a "final" order from which an appeal may be
taken. On October 15, 2012, the Petitioning Creditors filed
Notices of Appeal of the Fee Order.  The Fee Order has not been
stayed pending appeal and the appeal has been fully briefed before
the District Court.

As a result of the Petitioning Creditors' (and the Zeltser Alleged
Debtors') continued failure to comply with the terms of the Fee
Order, the Examiner filed a Motion for Order to Show Cause Why
Final Judgment and Sanctions Should Not be Entered.  After notice
and a hearing at which the Petitioning Creditors actively
participated, on March 8, 2013 the Court entered an Order
Directing Petitioning Creditors and Zeltser Alleged Debtors to
Show Cause Why Final Judgment and Sanctions Should Not be Entered
Against Them.9

The Court conducted the show cause hearing on March 12, 2013. The
Petitioning Creditors actively participated in the show cause
hearing. On May 15, 2013, the Court issued, among others, the
following orders and final judgments in connection with the Show
Cause Motion: "a) Memorandum Opinion and Order Entering Final
Judgment Against Each of the Petitioning Creditors, Jointly and
Severally; and b) Final Judgment against the Petitioning
Creditors."

The Petitioning Creditors filed Notices of Appeal of the
Petitioning Creditor Orders and Judgments on June 11, 2013 -- 27
days after their entry and 13 days after the appeal deadline.

A copy of the Court's July 12, 2013 Memorandum Opinion and Order
is available at http://is.gd/nwwGKufrom Leagle.com.

                  About Fisher Island Investments

Solby+Westbrae Partners; 19 SHC Corp.; Ajna Brands Inc.; 601/1700
NBC LLC; Axafina Inc.; and Oxana Adler, LLM, filed an involuntary
Chapter 11 petition against Miami Beach, Florida-based Fisher
Island Investments, Inc. (Bankr. S.D. Fla. Case No. 11-17047) on
March 17, 2011.

On the same date, involuntary Chapter 11 petitions were also filed
against the Company's affiliates, Mutual Benefits Offshore Fund,
LTD (Bankr. S.D. Fla. Case No. 11-17051) and Little Rest Twelve,
Inc. (Bankr. S.D. Fla. Case No. 11-17061).  Judge A. Jay Cristol
presides over the case.  The case was previously assigned to Judge
Laurel M. Isicoff.

Petitioning creditors are represented by Craig A. Pugatch, Esq.,
and George L. Zinkler, Esq., at Rice Pugatch Robinson & Schiller,
P.A., 101 NE 3 Ave. Suite 1800, Fort Lauderdale FL 33301.

John F. O'Sullivan, Esq., at Hogan Lovells US LLP, Patricia A.
Redmond, Esq., at Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A.,, and Terrance A. Dee, Esq., at DiBello, Lopez &
Castillo, P.A., represent Alleged Debtor Fisher Island
Investments, Inc., as counsel.

Donald F. Walton, the U.S. Trustee for Region 21, appointed James
S. Feltman as an examiner in the involuntary cases.  Greenberg
Traurig, P.A., serves as counsel for the examiner while Leshaw
Law, P.A., is the co-counsel.


FOOT LOCKER: Moody's Changes Outlook on 'Ba2' CFR to Positive
-------------------------------------------------------------
Moody's Investors Service changed Foot Locker Inc.'s ratings
outlook to positive from stable. Concurrently, Moody's affirmed
all of Foot Locker's ratings including the Ba2 Corporate Family
Rating, the Ba2-PD Probability of Default rating, and its Ba3
senior unsecured notes rating. The company's Speculative Grade
Liquidity rating of SGL-1 was also affirmed.

The outlook revision to positive reflects Moody's expectation that
Foot Locker's credit metrics and operating performance will
continue to improve over the next 12-18 months. For the past
several years, Foot Locker has surpassed its expected operating
performance. The positive outlook also considers consistently
positive same store sales growth and expanding operating margins
that are expected to continue to contribute improvement in credit
metrics. Notably, Moody's anticipates the company's lease adjusted
debt leverage to be around 3.8 times for fiscal 2013 (ending
February 2014) versus 4.5 times in fiscal 2012. Furthermore, Foot
Locker's European operations have proved resilient in the midst of
difficult macroeconomic conditions.

Given the company's track record of exceeding its long term
financial goals, Moody's expects Foot Locker to continue to grow
its sales and EBITDA, and make good progress toward its new
financial targets. "Should Foot Locker maintain positive same
store sales momentum and meaningfully improve profitability, such
that debt leverage is sustained below 4.0 times, the company's
Corporate Family rating could be upgraded to Ba1," commented Tiina
Siilaberg, Assistant Vice President at Moody's.

The following rating actions were taken:

  Corporate Family Rating, affirmed at Ba2;

  Probability of Default Rating, affirmed at Ba2-PD;

  $132 million Senior Unsecured Notes, affirmed at Ba3 (LGD4,
  65%);

  Speculative Grade Liquidity Rating, affirmed at SGL-1.

Ratings Rationale:

Foot Locker's Ba2 Corporate Family rating is supported by its
moderate debt leverage with debt/EBITDA expected to be at 3.8x in
fiscal 2013 (ending February 2014), very good liquidity, a well-
recognized brand name, meaningful scale and geographic
diversification. Constraining the rating are Foot Locker's
exposure to Europe (roughly a fifth of its sales) where
macroeconomic concerns persist, its significant fashion risk as a
specialty retailer, the seasonality of its operations and high
vendor concentration and management's practice of returning cash
to shareholders through dividends and share repurchases. As a
result of the company's narrow focus on athletic footwear and
apparel, Foot Locker is susceptible to changing fashion trends and
its earnings and cash flow from operations are heavily reliant on
the fourth quarter holiday selling season through the spring
basketball season. The company's lack of supplier diversification
raises its susceptibility to unfavorable changes in vendor terms.

The positive outlook reflects Moody's expectation for a continued
upward trajectory in same store sales with sustained margin
improvement. The positive outlook also anticipates that the
company will maintain a very good liquidity profile despite its
shareholder friendly policies.

Ratings could be upgraded if the company is able to show sustained
improvement in EBIT margins and continue its trend of positive
comparable store sales growth. Specifically, an upgrade will
require Moody's adjusted debt/EBITDA below 4.0 times and
EBITA/interest expense above 3.5 times for a sustained period
while maintaining very good liquidity.

In view of the positive outlook, ratings are unlikely to be
downgraded in the near term. The outlook could revert back to
stable if same store sales turn negative or EBIT margins decline.
Material negative variances in earnings or the fundamental
operating environment combined with a significant deterioration in
liquidity could lead to a ratings downgrade, as could more
aggressive financial policies such as debt-financed share
repurchases or acquisitions. Specifically, ratings could be
downgraded if debt/EBITDA is sustained above 5.5 times.

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

Foot Locker, Inc. is a specialty athletic retailer operating about
3,300 stores in 23 countries in North America, Europe, and
Australia as well as through its direct-to-customer websites and
catalogs. Banners include Foot Locker, Footaction, Lady Foot
Locker, Kids Foot Locker, Champs Sports, CCS and Eastbay. Revenues
for the last twelve months ended May 4, 2013 were approximately
$6.2 billion.


GENERAL CERAMICS: Ch. 11 Buyer Targets Insurers for Cleanup Costs
-----------------------------------------------------------------
Martin Bricketto of BankruptcyLaw360 reported that Haskell
Properties LLC has revived claims against insurers including
Hartford Accident and Indemnity Co. for the cost of cleaning up a
contaminated site in New Jersey, arguing that the carriers are
liable based on policies covering the bankrupt company from which
Haskell acquired the parcel.

According to the report, Haskell last year launched a near-
identical suit in federal court against even more insurers
allegedly tied to the property that General Ceramics Inc. once
owned at 16 First Avenue in Haskell, N.J., but the case was
dismissed in May.

General Ceramics Inc., a New Jersey-based subsidiary of Tokuyama
Corp., a Japanese chemical maker, filed for chapter 11 protection
in 1999.  Tokuyama bought the U.S. electronics parts maker in
1989, but the unit has suffered from a drop in orders from the
U.S. defense industry.


GIBSON BRANDS: S&P Assigns 'B' Rating to $200MM Sr. Secured Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Nashville, Tenn.-based Gibson Brands Inc.  The
outlook is stable.

"At the same time, we assigned our 'B' issue-level rating to
Gibson's proposed $200 million senior secured notes due 2018.  The
recovery rating is '4', indicating our expectation for average
(30% to 50%) recovery for lenders in the event of a payment
default.  The ratings on the proposed notes are subject to a
review of final documentation.  We understand that Gibson will use
the net proceeds from the notes offering to repay existing debt
balances, including those used to fund the recently completed
acquisition of Japan-based TEAC Corp.  The company will also have
a $75 million asset-based revolving credit facility (ABL, unrated)
in its pro forma capital structure, undrawn at close," S&P said.

The ratings on Gibson reflect S&P's view that the company's
financial risk profile is "highly leveraged" and that the business
risk profile is "vulnerable."

Key credit factors in Gibson's business risk profile include its
narrow business focus, customer concentration, the discretionary
nature of its products, the highly competitive musical instruments
industry in which it operates, and possible integration risk of
its recent acquisitions.  Additionally, S&P considered the
company's good market positions, its well-recognized brand names,
and the geographic diversity of its sales.

Pro forma for the refinancing and the recently completed
acquisition of a controlling interest of TEAC in May 2013 (which
are fully consolidated in S&P's credit metrics), it estimates that
credit measures as of the 12 months ended March 31, 2013, have
weakened.  Pro forma for this transaction, Gibson's estimated
ratio of adjusted debt to EBITDA is about 5.8x for the 12 months
ended March 31, 2013, as compared with 3.7x before this
refinancing and recent acquisitions.  The pro forma ratio is above
the indicative leverage ratio for a highly leveraged financial
risk profile of greater than 5x.  S&P also estimates that the pro
forma ratio of adjusted funds from operations to total debt is
about 12%, which is in near S&P's indicative ratio of 12% or less
for a highly leveraged financial risk profile.

"We believe Gibson's credit metrics will improve but remain highly
leveraged because of the weak economy, particularly in Europe and
Japan, and continuing margin pressure from high input costs," said
Standard & Poor's credit analyst Stephanie Harter.  "We also
believe that the company will maintain adequate liquidity,
effectively integrate its recent acquisitions, and reduce leverage
slightly over the next 12 months with EBITDA growth from recent
acquisitions."


HARBINGER GROUP: Unresolved Civil Actions Bring Uncertainty
-----------------------------------------------------------
Moody's says SEC's failure to approve Falcone's settlement
continues the uncertainty for Harbinger Group

Moody's said Harbinger Group's announcement on July 18 that the
Securities and Exchange Commission voted not to approve the
previously disclosed agreement in principle between the
enforcement staff of the SEC and the HCP Parties (Harbinger
Capital and Philip Falcone, but not Harbinger Group) regarding the
settlement of two civil actions continues the uncertainty
associated with this investigation. Had the commission approved
the agreement, it would have been positive for Harbinger Group
(HRG), but still not enough to alter its B2 Corporate Family
Rating or stable outlook.

Located in New York City, Harbinger Group is a holding company
whose principal focus is to acquire or enter into combinations
with businesses in diverse segments. The company's two operating
subsidiaries are Spectrum Brands (B1) and F&G Insurance (Ba1).
Harbinger Group also has a 74.5% total equity interest in a
limited partnership (EXCO Partnership), which it acquired in March
2013, that owns EXCO Resources' (B1) conventional oil and natural
gas assets in West Texas. The company generated approximately $80
million in revenue (dividends received) for the twelve months
ending March 31, 2013. Revenues pro forma for the EXCO partnership
will be around $120 million.

The principal methodologies used in rating Harbinger Group was
Moody's Global Packaged Goods Industry methodology published in
December 2012, Moody's Rating Methodology for U.S. Health
Insurance Companies published in May 2011, Global Independent
Exploration and Production Industry Methodology published in
December 2011 and Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009. Other methodologies and factors that may have been
considered in the process of rating this issuer can also be found
on Moody's website.


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

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

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

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


HIGHWAY TECHNOLOGIES: Sec. 341 Meeting Continued Sine Die
---------------------------------------------------------
The U.S. Trustee has yet to set a date for a continued meeting of
creditors pursuant to 11 U.S.C. 341(a) in the Chapter 11 cases of
Highway Technologies Inc. and affiliate HTS Acquisition Inc.

Highway Technologies Inc. and affiliate HTS Acquisition Inc.
sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11325 to
13-11326) on May 22 to conduct an orderly liquidation.  Attorneys
at Pachulski Stang Ziehl & Jones LLP serve as counsel to the
Debtors.  Imperial Capital, LLC, serves as financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The prepetition lenders are represented by David M. Hillman,
Esq., at Schulte Roth & Zabel, in New York.

The company's balance sheet as of March 31, 2013, showed
$55 million in total assets and $102 million in liabilities.


HIGHWAY TECHNOLOGIES: Can Employ Pachulski & Imperial Capital
-------------------------------------------------------------
Highway Technologies Inc. and affiliate HTS Acquisition Inc.
sought and obtained approval from the Bankruptcy Court to employ
Pachulski Stang Ziehl & Jones LLP as their bankruptcy counsel and
Imperial Capital, LLC, as financial advisor.

The principal attorneys and paralegals at PSZ&J designated to
represent the Debtors are:

      Personnel                     Hourly Rate
      ---------                     -----------
      Richard M. Pachulski             $995
      Debra I. Grassgreen              $875
      Bruce Grohsgal                   $750
      Maria A. Bove                    $645
      John W. Lucas                    $555
      Kathleen F. Finlayson            $295
      Kati L. Suk                      $235

PSZ&J received payments totaling $375,000 during the year prior
to the Petition Date in connection with its prepetition
representation of the Debtors.

Imperial will, among other things, provide analysis of the
Debtors' operations, provide financial valuation, assist in
developing a restructuring plan, and assist in any asset sales.
Imperial will receive a monthly advisory fee of $150,000 per month
for the first 2 months and $100,000 per month thereafter.

In the event of a restructuring, Imperial will earn a
restructuring fee equal to 5 percent of the aggregate of all
consideration received by the Debtors.  In the event of a sale of
the assets, Imperial will be entitled to a sale transaction fee
under these terms:

    * If the Company files a notice pursuant to a sale procedures
      motion to approve an intact branch sale within 45 days of
      the Petition Date, the company will be charged 7.5% on the
      gross proceeds, which amount will be payable at the
      applicable closing.  In exchange for Imperial working with
      Hilco Industrial, LLC to finalize any branch sale, Imperial
      and Hilco will split the transaction fee.

    * If the Company files a notice pursuant to a sale procedures
      motion to approve a bulk sale within 45 days of the Petition
      Date, Hilco will be entitled to charge an industry standard
      buyer's premium of 15 percent for machinery and equipment
      that is sold.  In exchange for Imperial working with Hilco
      to finalize any such sale, Imperial will be entitled to 25
      percent of the buyer's premium collected by Hilco.

To the best of the Debtor's knowledge, Imperial and PSZ&J do not
hold or represent any interest adverse to the Debtors' estates and
is a "disinterested person" as that phrase is defined in Sec.
101(14) of the Bankruptcy Code.

                    About Highway Technologies

Highway Technologies Inc. and affiliate HTS Acquisition Inc.
sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11325 to
13-11326) on May 22 to conduct an orderly liquidation.  Attorneys
at Pachulski Stang Ziehl & Jones LLP serve as counsel to the
Debtors.  Imperial Capital, LLC, serves as financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The prepetition lenders are represented by David M. Hillman,
Esq., at Schulte Roth & Zabel, in New York.

The company's balance sheet as of March 31, 2013, showed
$55 million in total assets and $102 million in liabilities.


HIGHWAY TECHNOLOGIES: Court Approves Hilco as Sales Agent
---------------------------------------------------------
Highway Technologies Inc. and affiliate HTS Acquisition Inc.
sought and obtained approval from the U.S. Bankruptcy Court to
employ Hilco Industrial, LLC as exclusive sales and marketing
agent.

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

                    About Highway Technologies

Highway Technologies Inc. and affiliate HTS Acquisition Inc.
sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11325 to
13-11326) on May 22 to conduct an orderly liquidation.  Attorneys
at Pachulski Stang Ziehl & Jones LLP serve as counsel to the
Debtors.  Imperial Capital, LLC, serves as financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The prepetition lenders are represented by David M. Hillman,
Esq., at Schulte Roth & Zabel, in New York.

The company's balance sheet as of March 31, 2013, showed
$55 million in total assets and $102 million in liabilities.


HIGHWAY TECHNOLOGIES: Panel Can Employ Gavin/Solmonese as Advisor
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Highway
Technologies Inc. and affiliate HTS Acquisition Inc. sought and
obtained approval from the U.S. Bankruptcy Court to retain
Gavin/Solmonese LLC as its financial advisor.

                    About Highway Technologies

Highway Technologies Inc. and affiliate HTS Acquisition Inc.
sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11325 to
13-11326) on May 22 to conduct an orderly liquidation.  Attorneys
at Pachulski Stang Ziehl & Jones LLP serve as counsel to the
Debtors.  Imperial Capital, LLC, serves as financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The prepetition lenders are represented by David M. Hillman,
Esq., at Schulte Roth & Zabel, in New York.

The company's balance sheet as of March 31, 2013, showed
$55 million in total assets and $102 million in liabilities.


HOSTESS BRANDS: Environmental Concerns Depress Asset Sales
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hostess Brands Inc. will sell the remaining real
estate, machinery, equipment and trucks for $58.3 million unless a
better offers turns up at an Aug. 16 hearing.

According to the report, after the bakery workers' union called a
strike and forced Hostess to liquidate in November, the former
producer of Wonder bread sold most of the assets to five different
buyers for a total of $860 million.  Hackman Capital Corp. signed
a contract to buy all of the remaining assets "as is" for $58.3
million.

The report notes the bankruptcy court in White Plains, New York,
approved the auction and sale procedures on July 19.  The property
being sold is at 140 locations in 34 states.  Hostess said the
so-far unsold assets should have a combined value of about $70
million, assuming there were no environmental impairment.  From
404 offers that were received for some or all of the assets, $60.2
million represents combined bids for everything from several
prospective buyers.

The report discloses that some of the individual offers have
conditions, making them less attractive to Hostess than the
Hackman offer, which has none.  Hackman will pay cash.  Hostess
said that the lack of records about potential environmental
impairment makes some buyers reluctant to make unconditional
offers.  Competing bids are due Aug. 8.  There will be a
preliminary auction on Aug. 15, followed by the final auction on
Aug. 16 and an Aug. 21 hearing for approval of sale.

The report notes that Hackman is no novice at bankruptcy sales.
It paid $8.53 million for the non-operating plant in Devens,
Massachusetts, that belonged to solar panel maker Evergreen Solar
Inc.

                       About Hostess Brands

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

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

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

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

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

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

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

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

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

After Hostess sold most of the assets, the company changed its
name to Old HB Inc.


HOSTESS BRANDS: Can Auction Remaining Assets, Judge Says
--------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that the company
formerly known as Hostess Brands Inc. won approval from a New York
bankruptcy judge Friday to unload at auction the remainder of its
assets, including tens of millions of dollars worth of real
estate, machinery and trucks.

According to the report, U.S. Bankruptcy Judge Robert D. Drain
signed off on the defunct wholesale baker's plan to hold an
auction Aug. 16 for the scraps left over after Hostess sold off
the last of its major assets in April.

                       About Hostess Brands

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

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

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

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

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

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

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

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

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

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


IGPS CO: Bankruptcy Court Approves Sale to Joint Venture
--------------------------------------------------------
Peg Brickley writing for Dow Jones' DBR Small Cap reports that
pallet provider iGPS Co. won court approval Tuesday to sell itself
to a buyout group that paid $28 million for the right to bid $150
million worth of top-ranking, but defaulted, loans at a bankruptcy
auction.

iGPS Co. has argued that while roughly $750 million had been
invested in the company, $39 million was now all the market would
bear.  The contention was opposed by the U.S. trustee and iGPS'
founder and former chief executive officer, arguing that the $36
million auction floor is too low for a debtor they say could have
more than $500 million in assets.

                          About iGPS Co.

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

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

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

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


IGPS CO: Committee Taps Emerald Capital as Financial Advisors
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of iGPS Company LLC
asks the U.S. Bankruptcy Court for authority to retain Emerald
Capital Advisors as financial advisors.

The firm will, among other things:

   a. review and analyze the Debtor's operations, financial
      conditions, business plan, strategy, and operating
      forecasts;

   b. assist the Committee in evaluating any proposed debtor-in-
      possession financing; and

   c. assist In the determination of an appropriate capital
      structure for the Company.

The professional and other personnel within ECA will undertake the
engagement at agreed to hourly rates and ECA will be reimbursed
for necessary expenses.

The firm's hourly rates are:

     Professional                 Rates
     ------------                 -----
     John P. Madden               $600
     Joseph Scopo                 $400
     ECA Associates               $300
     ECA Analysts                 $200

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

                          About iGPS Co.

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

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

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

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


INNER CITY: Files Settlement Agreement Under Seal
-------------------------------------------------
Inner City Media sought and obtained authorization to file a
settlement agreement under seal pursuant to Section 107(b) of the
Bankruptcy Code.  The order provides that only these parties are
authorized to access the document, referred to as the "Amendment
Agreement": (a) the Debtors and their counsel, (b) the parties to
the Amendment Agreement and their counsel, and (c) the United
States Trustee for the Southern District of New York.  Parties who
are granted access to the Amendment Agreement will agree to keep
such document confidential.

                         About Inner City

On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress
Credit Funding I L.P., and Drawbridge Special Opportunities Fund
Ltd., signed involuntary Chapter 11 petitions for Inner City Media
Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to
11-13979) to collect on a $254 million debt.

The Petitioning Creditors are party to the senior secured credit
Facility pursuant to which they (or their predecessors in
interest) extended $197 million in loans to the Alleged Debtors to
be used for general corporate purposes.  More than two years ago,
the Alleged Debtors defaulted under the Senior Secured Credit
Facility, and in any event the entire amount of principal and
accrued and unpaid interest and fees became immediately due and
payable on Feb. 13, 2010.

Inner City Media's affiliates subject to the involuntary Chapter
11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting
Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC-
NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C.,
Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III,
L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi,
L.L.C., and Urban Radio of South Carolina, L.L.C.

Judge Shelley C. Chapman granted each of Inner City Media
Corporation and its debtor affiliates relief under Chapter 11 of
the United States Code.  The decision came after considering the
involuntary petitions, and the Debtors' answer to involuntary
petitions and consent to entry of order for relief and reservation
of rights.

Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and
Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J.
Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader,
Wickersham & Taft LLP.  Attorneys for CF ICBC LLC, Fortress Credit
Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are
Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth &
Zabel LLP.

Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.

Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers.  GCG Inc. serves as the Debtors' claims agent.

The United States Trustee said that an official committee under
11 U.S.C. Sec. 1102 has not been appointed in the bankruptcy case
of Inner City Media because an insufficient number of persons
holding unsecured claims against the Debtor has expressed interest
in serving on a committee.


INNER CITY: May Assume and Assign Arbitron Pacts to YMF Media
-------------------------------------------------------------
Inner City Media and its affiliates won approval from the
Bankruptcy Court to assume agreements between the Debtors and
Arbitron Inc. and (b) assignment the agreements to YMF Media LLC.
YMF will cure all defaults under the agreements, which shall
include the payment by YMF of all amounts due to Arbitron under
the agreements.

                         About Inner City

On Aug. 23, 2011, affiliates of Yucaipa and CF ICBC LLC, Fortress
Credit Funding I L.P., and Drawbridge Special Opportunities Fund
Ltd., signed involuntary Chapter 11 petitions for Inner City Media
Corp. and its affiliates (Bankr. S.D.N.Y. Case Nos. 11-13967 to
11-13979) to collect on a $254 million debt.

The Petitioning Creditors are party to the senior secured credit
Facility pursuant to which they (or their predecessors in
interest) extended $197 million in loans to the Alleged Debtors to
be used for general corporate purposes.  More than two years ago,
the Alleged Debtors defaulted under the Senior Secured Credit
Facility, and in any event the entire amount of principal and
accrued and unpaid interest and fees became immediately due and
payable on Feb. 13, 2010.

Inner City Media's affiliates subject to the involuntary Chapter
11 are ICBC Broadcast Holdings, Inc., Inner-City Broadcasting
Corporation of Berkeley, ICBC Broadcast Holdings-CA, Inc., ICBC-
NY, L.L.C., ICBC Broadcast Holdings-NY, Inc., Urban Radio, L.L.C.,
Urban Radio I, L.L.C., Urban Radio II, L.L.C., Urban Radio III,
L.L.C., Urban Radio IV, L.L.C., Urban Radio of Mississippi,
L.L.C., and Urban Radio of South Carolina, L.L.C.

Judge Shelley C. Chapman granted each of Inner City Media
Corporation and its debtor affiliates relief under Chapter 11 of
the United States Code.  The decision came after considering the
involuntary petitions, and the Debtors' answer to involuntary
petitions and consent to entry of order for relief and reservation
of rights.

Attorneys for Yucaipa Corporate Initiatives Fund II, L.P. and
Yucaipa Corporate Initiatives (Parallel) Fund II, L.P. are John J.
Rapisardi, Esq., and Scott J. Greenberg, Esq., at Cadwalader,
Wickersham & Taft LLP.  Attorneys for CF ICBC LLC, Fortress Credit
Funding I L.P., and Drawbridge Special Opportunities Fund Ltd. are
Adam C. Harris, Esq., and Meghan Breen, Esq., at Schulte Roth &
Zabel LLP.

Akin Gump Strauss Hauer & Feld LLP serves as the Debtors' counsel.

Rothschild Inc. serves as the Debtors' financial advisors and
investment bankers.  GCG Inc. serves as the Debtors' claims agent.

The United States Trustee said that an official committee under
11 U.S.C. Sec. 1102 has not been appointed in the bankruptcy case
of Inner City Media because an insufficient number of persons
holding unsecured claims against the Debtor has expressed interest
in serving on a committee.


JEFFERSON COUNTY: Monarch Acquires Portion of Fundamental Claims
----------------------------------------------------------------
Fundamental Partners II LP sold pieces of its claims filed in the
Chapter 9 case of Jefferson County, Alabama, to entities
affiliated with Monarch Alternative Capital LP, according to court
documents filed July 18 in the county's case.  New York-based
Fundamental filed two claims each for $67,910,420 on account of
2003-B-7 Warrants plus accrued but unpaid interest.  Terms of the
deal were not disclosed.

     Monarch Entity              Portion of Claim Acquired
     --------------              -------------------------
     P-Monarch Recovery LTD      2.40% or $1,627,000
     P-Monarch Recovery LTD      2.40% or $1,627,000
     Monarch Capital Master
       Partners II LP            0.37% or $252,500
     Oakford MF Limited          0.91% or $615,500
     Oakford MF Limited          0.91% or $615,500
     Monarch Opportunities
       Master Fund Ltd.          5.31% or $3,607,000
     Monarch Opportunities
       Master Fund Ltd.          5.31% or $3,607,000
     Monarch Debt Recovery
       Master Fund Ltd.          9.70% or $6,585,000
     Monarch Debt Recovery
       Master Fund Ltd.          9.70% or $6,585,000
     Monarch Capital Master
       Partners II-A LP          6.30% or $4,277,500
     Monarch Capital Master
       Partners II-A LP          6.30% or $4,277,500
     Monarch Capital Master
       Partners II-A LP          6.30% or $4,277,500
     Monarch Alternative
       Solutions Master Fund LP  0.79% or $535,500
     Monarch Alternative
       Solutions Master Fund LP  0.79% or $535,500

Fundamental may be reached at:

          Fundamental Partners II LP
          745 Fifth Avenue, 30th Floor
          New York, NY 10151
          Attn: Jonathan Stern
          Tel: 212-205-5006

The Monarch entities may be reached at:

          Monarch Alternative Capital LP
          535 Madison Ave., Floor 26
          New York, NY 10022
          Attn: Michael Gillin
          Tel: 212-554-1743

                       About Jefferson County

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

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

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

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

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

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

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

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

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

On June 30, 2013, Jefferson County filed a Chapter 9 plan of debt
adjustment.  Pursuant to the Plan, sewer bondholders will receive
65 percent in cash. If they elect to waive claims against JPMorgan
and bond insurers, they receive 80 percent in cash.  Bondholders
supporting the plan already agreed to waive claims and receive the
larger recovery.  Existing sewer bonds will be canceled in
exchange for payments under the plan.  The county will fund plan
distributions by selling new sewer bonds calculated to generate
$1.96 billion to cover the $1.84 billion earmarked for existing
sewer bondholders.  JPMorgan has agreed to waive $842 million of
the sewer debt and a $657 million swap debt, resulting in an 88
percent overall write off by JPMorgan.  To finance the new sewer
bonds, there will be 7.4 percent in rate increases for sewer
customers in each of the first four years.  In later years, rate
increases will be 3.5 percent.


KEHE DISTRIBUTORS: S&P Assigns 'B+' CCR; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B+'
corporate credit rating to KeHE Distributors Holdings LLC.  The
outlook is stable.  KeHE Distributors Holdings is the parent
company of KeHE Distributors LLC and KeHE Finance Corp., which are
coissuers of the proposed $200 million second-lien notes due 2021.
S&P assigned a 'B' issue-level rating a '5' recovery rating to the
proposed notes, the proceeds of which the company will use to
refinance borrowings under its existing revolving credit facility,
repay subordinated debt, and redeem preferred stock held primarily
by Prudential Capital and its affiliates.  The '5' recovery rating
reflects S&P's expectation for modest (10%-30%) recovery in the
event of a payment default.

"The rating on KeHE Distributors Holdings LLC (KeHE) reflects our
assessment of a "weak" business risk profile and an "aggressive"
financial risk profile," said credit analyst Ana Lai.  "The
business risk profile reflects KeHE's small scale, niche focus in
the highly competitive wholesale grocery distribution industry,
and some customer concentration.  The positive growth prospects of
the specialty segment of food retailing, including the natural &
organic (N&O) segments, somewhat offset these risks."

The stable outlook reflects S&P's view that good growth prospects
and the company's niche market position will support KeHE's
operating results in the next year.  S&P expects the positive
fundamentals of the specialty segment of grocery wholesale
distribution and revenue from new customers to drive healthy sales
and profit growth.  As a result, S&P expects credit protection
measures to improve modestly.

S&P could lower the rating if operating performance trends below
its expectations due to significant customer attrition or greater
profitability pressure due to competition or shift to lower margin
products.  This could occur if total debt to EBITDA approaches 5x,
which could result from a 100-basis-point (bp) decline in gross
margin with a 2% revenue growth.  A lower rating could also result
from more aggressive financial policy to fund acquisition or
shareholder returns with debt.

A higher rating is not a near term consideration given S&P's
expectations, but could result from performance that is
significantly better than expected such that total debt to EBITDA
approaches the 3x area.  This could occur if revenue increases 3%
while gross margin improves 100-bps.


KEYSTONE AUTOMOTIVE: Moody's Assigns 'B3' Rating to Sr. Term Loan
-----------------------------------------------------------------
Moody's Investors Service assigned ratings to Keystone Automotive
Operations, Inc. - Corporate Family and Probability of Default
ratings at B3 and B3-PD, respectively. In a related action Moody's
assigned a B3 rating to the proposed $235 million first lien
senior secured term-loan and a Caa2 rating to the proposed $100
million second lien senior secured term loan. The proceeds from
the term loans are expected to be used to refinance the company's
existing debt, pay a special dividend to the company's
shareholders, and pay related transaction fees and expenses.
Keystone's rating outlook is stable.

Ratings Assigned:

  Corporate Family Rating, B3;

  Probability of Default, B3-PD;

  B3 (LGD4, 52%), to the $235 million first lien senior secured
  term loan due 2019;

  Caa2 (LGD6, 90%), to the $100 million second lien senior secured
  term loan due 2020;

The $75 million asset based revolving credit facility is not
rated.

Ratings Rationale:

The B3 Corporate Family Rating reflects Keystone's high leverage,
modest size, and cyclical product markets. Following the proposed
balance sheet recapitalization and special dividend, Keystone's
pro forma Debt/EBITDA leverage is estimated to be 5.8x for the LTM
period ending March 31, 2013 (inclusive of Moody's standard
adjustments). This risk is further exacerbated by the company's
modest size in the automotive aftermarket for specialty equipment
and accessories. While Moody's estimates that Keystone maintains a
leading market position, the industry is highly fragmented and,
due to the largely discretionary nature of its product, is
disproportionately impacted by economic downturns. These industry
characteristics contributed to Keystone's financial restructuring
completed early 2011. Supporting Keystone's ratings are its
leading market position within the industry and strong profit
margins following the financial restructuring with an EBITA margin
of 8.7% for the LTM period ending March 31, 2013.

The stable outlook incorporates Moody's view that Keystone's
profit margins and sustainable market position should support free
cash flow generation over the intermediate-term. These attributes
are expected to drive debt reduction and improving debt/EBITDA
leverage.

Keystone is anticipated to have an adequate liquidity profile over
the next twelve months supported by revolver availability and free
cash flow generation. Pro forma for the close of the
recapitalization, the $75 million asset based revolving credit
facility is expected to have a moderate amount of availability,
subject to borrowing base restrictions. Keystone also is
anticipated to generate positive free cash flow over the next
twelve months supported by the company's strong profit margins and
modest capital expenditure requirements. The term loans are not
expected to have financial covenants while the asset based
revolving credit facility has a springing fixed charge covenant
that is applicable if availability is below certain levels.
Alternative liquidity is limited as essentially all of the
company's domestic assets secure the asset based revolver and the
secured term loans.

Future events that have the potential to drive Keystone's outlook
or ratings higher include: sustained operating performance
including EBITA margins (as adjusted by Moody's) of over 8%,
EBITA/Interest approaching 3x, and Debt/EBITDA approaching 4.5x.

Future events that have the potential to drive Keystone's outlook
or ratings lower include a material deterioration in EBITA
margins, credit metrics, or the liquidity profile.

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

Keystone Automotive Operations, Inc., headquartered in Exeter,
Pennsylvania, is a wholesale distributor and retailer of
automotive and recreational vehicle aftermarket accessories and
equipment, operating in all regions of the United States and parts
of Canada. Keystone sells and distributes specialty vehicle
products, such as light truck/SUV accessories, car accessories and
trim items, specialty wheels, tires and suspension parts, high
performance products, and specialty RV products to a fragmented
base of approximately 20,000 customers. Net sales in 2012 were
approximately $635 million. Keystone is majority owned by
affiliates of Platinum Equity.


KEYSTONE AUTOMOTIVE: S&P Assigns Prelim. 'B' CCR; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Exeter, Pa.-based Keystone Automotive
Operations Inc. (Keystone), a distributor and marketer of
specialty aftermarket equipment and accessories.  The outlook is
stable.

"At the same time, we assigned a preliminary 'B' issue-level
rating and a preliminary '4' recovery rating to the company's
proposed $235 million first-lien term loan.  The '4' recovery
rating indicates our expectation that lenders would receive
average (30%-50%) recovery in the event of a payment default.  We
also assigned a preliminary 'CCC+' issue-level rating and a
preliminary '6' recovery rating to the company's proposed
$100 million second-lien term loan.  The '6' recovery rating
indicates our expectation that lenders would receive negligible
(0%-10%) recovery in the event of a payment default," S&P said.

The preliminary ratings will depend on S&P's receipt and
satisfactory review of all final transaction documentation.
Accordingly, the preliminary ratings should not be construed as
evidence of final ratings.  If S&P do not receive final
documentation within a reasonable time, or if final documentation
departs from the materials it reviewed, it reserves the right to
withdraw or revise its ratings.

"The preliminary ratings on Keystone reflect our view of the
company's "highly leveraged" financial risk profile and "weak"
business risk profile," said credit analyst Robyn Shapiro.  The
stable outlook reflects S&P's expectation that Keystone's
leverage, pro forma for the transaction, will be 6x or less over
the next 12 months.  The financial risk assessment also reflects
S&P's expectation for some positive free cash flow in 2013, mostly
due to increased sales and modest capital expenditures.

The "highly leveraged" financial risk profile reflects the
company's substantial debt burden and ownership by a financial
sponsor.  Private equity firm Platinum Equity owns a majority
interest in Keystone, and S&P believes the company's financial
policy will remain aggressive given the potential that it will
distribute additional dividends to shareholders in the future,
rather than reduce debt.  S&P expects Keystone's credit metrics to
improve marginally over the intermediate term, based on its
assumption for gradual EBITDA improvements and our belief that
management will approach growth prudently.

The "weak" business risk assessment reflects the discretionary
auto aftermarket business' cyclical nature.  Keystone distributes
products designed to improve the performance, functionality, and
appearance of both on-road and off-road cars and trucks.  These
types of purchases depend significantly on trends in GDP,
unemployment, new vehicle sales, and construction activity.  The
absence of repair and maintenance parts within the company's
product range makes Keystone especially susceptible to downturns,
as demonstrated in late 2008 and 2009.  These concerns are only
partially offset by Keystone's market position as the largest
wholesale distributor of specialty auto aftermarket parts in the
U.S.  However, S&P views this industry as highly fragmented and
competitive.

Keystone's business risk profile considers the company's limited
geographic diversity compared to some of its similarly rated
peers, and S&P expects this to be the case in the foreseeable
future.  Many customers are small, independent retailers that S&P
views as more vulnerable to market cycles compared to big-box
rivals.  However, the company benefits from a relatively broad
customer base.  Profitability is weaker compared to some rated
aftermarket auto supplier peers, but EBITDA margins have recovered
since the U.S. recession.

S&P's economists currently forecast U.S. GDP growing modestly in
2013 and 2014.  S&P expects construction demand to experience a
rebound, increasing Keystone's sales of truck and towing
accessories.  S&P expects unemployment to remain high, at about 8%
for both years.  S&P's base-case scenario assumptions for
Keystone's operating performance over the next two years include:

   -- Revenue growth in the mid-single digits;

   -- An adjusted EBITDA margin in the high-single-digit percent
      range over the next 12-18 months related to increased sales
      and efficiencies;

   -- Positive free operating cash flow (FOCF) in 2013, given
      S&P's assumptions of modest capital expenditure requirements
      to support the distribution business.  S&P expects similar
      cash flow generation in 2014 based on its projected margin
      improvements;

   -- No meaningful acquisitions over the next 12-18 months; and

   -- No debt reduction beyond the company's required annual
      amortization of the first-lien term loan.

The stable rating outlook reflects S&P's expectation that
Keystone's leverage, pro forma for the transaction, would be about
6x at year-end 2013.  S&P also assumes the company will continue
to generate low, but still positive, FOCF over the next 12 months
and subsequent years.

S&P could lower the ratings if weaker-than-expected operating
performance led to adjusted leverage of well above 6x or prospects
for negative FOCF.  This could occur if EBITDA margins
underperform S&P's base case in 2014.  S&P could also lower the
ratings if it anticipates a decrease in liquidity, which could
occur if the company increases borrowings under its ABL facility
to fund acquisitions or additional dividends.

S&P considers an upgrade unlikely in the next year because it
believes the company's financial risk profile will remain "highly
leveraged" under its financial sponsors.


KINGSBURY CORP: Hearing on Plan Outline Continued to Aug. 21
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire
continued the hearing on the adequacy of the disclosure statement
for Kingsbury Corporation, et al.'s Plan of Liquidation from
July 18, 2013, to Aug. 21, 2013, at 1:30 p.m.

As reported in the May 7, 2013 edition of The Troubled Company
Reporter, KMTC, f/k/a Kingsbury Corporation, Donson Group, Ltd.,
and Ventura Industries, LLC, proposed a liquidating plan, which
provides for the sale of Kingsbury's real estate located at 80
Laurel Street, Keene, New Hampshire.  Secured claims will be paid
in full from the sale proceeds, or holders of secured claims will
retain their liens in the real estate and their allowed secured
claims will be satisfied from the real estate proceeds.  General
unsecured claims will be paid in full, while interests will be
cancelled and holders of interests will take nothing under the
Plan.

A full-text copy of the Disclosure Statement dated April
22, 2013, is available for free at:

      http://bankrupt.com/misc/KINGSBURYCORPds0422.pdf

                       About Kingsbury Corp.

Kingsbury Corp. -- http://www.kingsburycorp.com/-- makes and
assembles machine systems.  Kingsbury and affiliate Ventura
Industries, LLC, filed Chapter 11 petition (Bankr. D. N.H. Case
Nos. 11-13671 and 11-13687) on Sept. 30, 2011.  Maire B. Corcoran,
Esq., Robert J. Keach, Esq., Jessica A. Lewis, Esq., and Jennifer
Rood, Esq., at Berstein, Shur, Sawyer & Nelson, serve as counsel
to the Debtors.  Donnelly Penman & Partners serves as its
investment banker.  In its schedules, the Debtor disclosed
$10,134,679 in assets, and $24,534,973 in liabilities as of the
petition date.

William K. Harrington, the U.S. Trustee for Region 1, appointed
five members to serve on the Official Committee of Unsecured
Creditors.  Steven C. Reingold, Esq., at Jager Smith P.C.,
represents the Official Committee of Unsecured Creditors as
counsel.


KODIAK OIL: Senior Notes Issuance Gets Moody's 'B3' Rating
----------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Kodiak Oil & Gas
Corp.'s senior unsecured notes due 2022. Note proceeds will be
used to repay a portion of the borrowings outstanding under
Kodiak's first lien credit agreement, which has been expanded to
accommodate the funding of a $660 million acquisition of
additional properties in the Williston Basin. On July 12, Kodiak
closed on an acquisition of 42,000 net acres in the Bakken/Three
Forks, whose June 2013 production averaged 5,600 Boe per day. The
outlook is stable.

"While the acquisition of additional producing and undeveloped
leasehold acreage in the Bakken/Three Forks will further propel
production upside, the all-debt financing of these acquired
properties at a cost per flowing barrel in excess of $100,000
perpetuates a level of debt leverage which is high for the
company's rating," commented Andrew Brooks, Moody's Vice
President. "However, with oil comprising over 85% of its
production, Kodiak's expanded presence in the Bakken/Three Forks
places it in a strong position to convert high oil prices and
rapid growth into high cash margins and increasing cash flow for a
reduction in debt leverage."

Ratings assigned:

Senior Unsecured Notes Rating, assigned B3, LGD5 (73%)

Ratings Rationale:

The B3 rating on the proposed $300 million of senior notes
reflects both the overall probability of default of Kodiak, to
which Moody's assigns a PDR of B2, and a loss given default of
LGD5 (73%). Kodiak's senior unsecured notes are subordinate to its
$1.1 billion secured revolving credit facility's potential
priority claim to the company's assets. The size of the potential
claims relative to Kodiak's outstanding senior unsecured notes
results in the notes being rated one-notch below the B2 Corporate
Family Rating (CFR) under Moody's Loss Given Default Methodology.

Kodiak's B2 CFR reflects its emergence as a rapidly growing
moderately-sized oil producer in the prolific Bakken Shale, its
high quality asset base extensively weighted to crude oil and the
generous cash margins that its oil production enjoys. Well
completion setbacks experienced early in 2012 appear to have been
successfully remediated. The rating is restrained by Kodiak's high
debt leverage, which at March 31 exceeded $75,000 per Boe of
average daily production, pro forma for the acquisition. Based on
the company's 2013 guidance of 29,000 -- 31,000 Boe per day of
production (prior to the acquisition), however, debt on production
should drop to a level approaching $60,000 per Boe on a pro forma
basis by year end. While Kodiak continues to outspend internally
generated cash during this growth phase, relative leverage
measures are likely to improve with increasing production.

Kodiak produced for sale 21.7 mBoe per day of hydrocarbons in
2013's first quarter, with crude oil comprising 88% of its salable
production. The company expects a fourth quarter 2013 exit rate of
38 -- 40 mBoe per day (before the July property acquisition). At
December 31, 2012, Kodiak's proved reserves totaled 94.8 million
Boe (85% oil, 46% proved developed) reflecting a 138% increase
over year-end 2011 levels. Its 54% Proved Undeveloped Reserves
(PUDs) provide substantial drilling upside, and with Bakken costs
moderating and infrastructure bottlenecks subsiding, Moody's
expects a continuation of strong cash margins with a leveraged
full-cycle ratio exceeding the 2x achieved at March 31.

Moody's expects Kodiak to have adequate liquidity through mid-
2014, as reflected by its SGL-3 Speculative Grade Liquidity
rating. Following the July 12 closing of its Williston acreage
acquisition, Kodiak had $976 million borrowed under its secured
borrowing base revolving credit facility, whose borrowing base was
increased from $650 million to $1.1 billion to enable the funding
of the acquisition. Kodiak's funds from operations and revolving
credit availability should sufficiently cover 2013's $775 million
capital spending budget.

The stable outlook reflects Moody's view that Kodiak's production
will grow to a sustainable level approaching 30 mBoe per day in
2013 with negative free cash flow diminishing over the next
several years. An upgrade could be considered if Kodiak reduces
financial leverage below $40,000 per Boe of average daily
production while attaining sustained production in excess of 35
mBoe per day and maintaining a leveraged full-cycle ratio above
2.25x. A downgrade could be considered if Kodiak re-encounters
well completion issues that result in stagnating production,
should relative debt leverage measures remain at elevated levels
or should it's leveraged full-cycle ratio drop below 1.5x.

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

Kodiak Oil & Gas is an independent exploration and production
company headquartered in Denver, Colorado.


KODIAK OIL: S&P Rates $400MM Sr. Unsecured Notes Due 2022 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B' issue-
level rating (one notch lower than the corporate credit rating) to
Denver-based Kodiak Oil & Gas' proposed $400 million senior
unsecured notes due 2022.  The senior unsecured recovery rating is
'5', indicating S&P's expectation of modest (10% to 30%) recovery
in the event of a payment default.  The 'B+' corporate credit
rating and stable rating outlook on Kodiak are unaffected.  The
exploration and production company intends to use proceeds to
refinance borrowings under its credit facility.

The ratings on Kodiak Oil & Gas reflects S&P's view of its
"aggressive" financial risk profile, "weak" business risk profile,
and "adequate" liquidity assessment.  These assessments reflect
the company's relatively small asset base and production levels,
lack of geographical diversification, and high spending levels in
excess of projected operating cash flows.  In addition, S&P's
assessment also includes the company's significant exposure to
strong crude oil prices, a favorable cost structure, and a solid
resource play acreage position.

Ratings List

Kodiak Oil & Gas
Corporate credit rating                       B+/Stable/--

Rating Assigned

Kodiak Oil & Gas
$400 mil. sr. unsecured nts. due 2022        B
  Recovery rating                             5


LAURENTIAN ENERGY: Moody's Keeps 'Ba2' Rating on $45MM Bonds
------------------------------------------------------------
Moody's Investors Service is maintaining its Ba2 ratings on
Laurentian Energy Authority I, LLC's (LEA) $44.8 million in
outstanding cogeneration revenue bonds series 2005A and 2005B. The
bond proceeds funded the modification of existing coal-fired
facilities to accommodate biomass cogeneration of electric
capacity, energy and steam production. The outlook is negative.

Rating Rationale

The Ba2 rating reflects relative predictable revenue stream
provided under a long-term power purchase agreement (PPA) with an
investment grade offtaker and take-or-pay Steam Sales Agreements
(SSAs) with two Minnesota public utilities; relative importance of
the steam to the host cities; and above average liquidity for
municipal infrastructure financings.

The rating is tempered by contractual imperfections leading to
weak financial performance; the lack of rate covenants; short-term
biomass supply contracts with suppliers of unknown credit quality;
and single asset risk.

Strengths:

- Long-term offtake agreement with NSP for capacity and energy
   payments

- Above average liquidity for a project financing

- Regulatory importance to the offtaker

- Importance of project to steam off-takers

- Demonstrated history of meeting biomass content under the PPA

Weaknesses:

- Contractual imperfections leading to weak financial
   performance

- Short operating history as biomass generating unit

- Lack of a rate covenant with no distribution test

- Punitive penalty regime under the PPA

- Substantially above market price for power

- Potential for future environmental challenges

Outlook

The negative outlook reflects continued weak financial
performance. However, the outlook is likely to be stabilized
following MPUC approval of the amended PPA.

What Could Make the Rating Go - UP

Given the negative outlook, the rating is unlikely to be upgraded
in the next twelve months. Beyond the next twelve months, the
rating could face upward rating momentum should the project's
proposed amendment be approved by the MPUC and the project's
expected cash flow improvement materialize resulting in consistent
DSCRs that are above 1.1x.

What Could Make the Rating Go - DOWN

The rating could face downward pressure if the MPUC fails to
approve the executed amendment between NSP and LEA; if the DSCR
remains below 1.0x; or if the project faces penalties for failing
to meet biomass component of at least 75%. Operational challenges
arise that result in lower than committed energy production and
subsequent revenue reduction received by the authority could also
result in negative rating pressure.

The principal methodology used in this rating was Power Generation
Projects published in December 2012.


LEHMAN BROTHERS: Files Updated Cash Flow Estimates in N.Y. Court
----------------------------------------------------------------
Lehman Brothers Holdings Inc. filed on July 23 in U.S. Bankruptcy
Court for the Southern District of New York cash flow estimates
for itself and its controlled affiliates for the period beginning
January 1, 2013 through their estimated end of activities.  Total
cash from operations for the period subsequent to the commencement
of their bankruptcy cases is now estimated to be approximately
$80.6 billion, reflecting a $15.8 billion increase from the cash
flow estimates filed with the court in July 2012.  The increase is
primarily due to the inclusion of recovery estimates for receipts
from certain non-controlled affiliates which had been excluded
from prior estimates (as settlements were not finalized at the
earlier reporting date); increases in the estimated value of
certain assets; and positive execution results.

The cash flow estimates and related filings, including recent
balance sheets, the chapter 11 plan and disclosure statement, can
be found at www.lehman-docket.com in the "Key Documents" section.
The Company has established an email address, which can also be
found in the filing referenced above, to receive questions
regarding financial disclosures.  The Company will continue to
review questions and, where appropriate, post responses.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

Lehman made its first payment of $22.5 billion to creditors in
April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and
a third distribution of $14.2 billion on April 4, 2013.  The
brokerage is yet to make a first distribution to non-customers,
although customers are being paid in full.

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


LEHMAN BROTHERS: U.S. Bank Objects to Request for Stay Extension
----------------------------------------------------------------
U.S. Bank N.A. is blocking efforts by Lehman Brothers Holdings
Inc. to get another six-month stay on 15 lawsuits, which was set
to expire on July 20.

Lehman filed a motion last month to extend the stay to Jan. 20,
2014, saying the six-month extension would allow the company to
settle the lawsuits.  One of them is a lawsuit lodged by Lehman's
special financing unit against U.S. Bank.

In a court filing, U.S. Bank said another extension of the stay
would "adversely " affect the rights of the bank and other parties
involved in the lawsuits.

"The waiting game created by the stay overwhelmingly favors the
debtors, which are winding down their businesses and have no
pressures to make profits or returns to meet the demands of
investors, clients, holders or retirees," U.S. Bank said.

U.S. Bank serves as trustee or administrative agent in various
transactions, some of which involve swap and derivative contracts
with Lehman.

The proposed extension also drew flak from First Trust Strategic
High Income Fund II and from insurance companies including
Nationwide Life Insurance Co. and Ameritas Life Insurance Corp.

Nationwide Life said Lehman is pursuing "an indefinite stay
strategy to pursue settlement discussions while the table of
negotiations is tilted to its benefit."

First Trust and the insurance firms are all defendants in one of
the 15 lawsuits styled Lehman Brothers Special Financing, Inc. v.
Bank of America National Association, Adv. Proc. No. 10-03547.

Lehman was first granted an extension of stay by the bankruptcy
court on October 20, 2010.  The court imposed a nine-month stay
on more than 50 lawsuits filed by the company and its
subsidiaries to recover over $3 billion.  The stay has been
extended several times since then.

Lehman said the stay has allowed the company to engage in a so-
called "alternative dispute resolution" program to end disputes
which could have resulted in costly litigations, and to continue
to make substantial progress in resolving the lawsuits.  As of
June 21, the ADR program has yielded more than $1.543 billion for
the Lehman estate, according to court papers.

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

     Craig M. Price, Esq.
     CHAPMAN AND CUTLER LLP
     330 Madison Avenue, 34th Floor
     New York, NY 10017-5010
     Tel: (212) 655-6000
     Email: cprice@chapman.com

Ameritas Life Insurance Corp. is represented by:

     Michael S. Etkin, Esq.
     LOWENSTEIN SANDLER LLP
     1251 Avenue of the Americas
     New York, NY 10020
     Tel: (212) 262-6700
     Fax: (212) 262-7402

First Trust Strategic is represented by:

     Laura Appleby
     CHAPMAN AND CUTLER LLP
     1270 Avenue of the Americas, 30th Fl.
     New York, NY 10020
     Tel: (212) 655-6000
     Email: appleby@chapman.com

Nationwide Life Insurance Co. is represented by:

     Michael S. Etkin
     LOWENSTEIN SANDLER LLP
     1251 Avenue of the Americas
     New York, NY 10020
     Tel: (212) 262-6700
     Fax: (212) 262-7402

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Gibson, et al., Final Fee Applications Okayed
--------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved the final fee
applications of Gibson Dunn & Crutcher LLP, McKenna Long &
Aldridge and SNR Denton US LLP.

The court approved the payment of $5,625,946 in fees and
reimbursement of $5,825 in work-related expenses to McKenna Long
& Aldridge, and the payment of $2,572,621 in fees to SNR Denton
US LLP.  The fee applications cover the period September 15,
2008, to March 6, 2012.

The court also approved the payment of $4,796,132 in fees to
Gibson Dunn & Crutcher for services it provided during the period
September 1, 2009 to March 6, 2012.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Andorra Banc Settles Claim Dispute
---------------------------------------------------
Lehman Brothers Holdings Inc. and Andorra Banc Agricol REIG S.A.
signed an agreement to end their dispute over the validity of
Andorra's claim.

In November 2009, Andorra filed proof of claim number 63849
against LBHI.  LBHI objected to the Claim and asked the Court to
disallow and expunge, among other things, all portions of the
Claim that relate to the security identified by ISIN
XS0229269856, whether liquidated, unliquidated, or undetermined.

Under the deal, all portions of Claim No. 63849 that relate to a
security identified by the International Securities
Identification Number XS0229269856 will be disallowed with
prejudice.  A copy of the agreement is available for free at
http://is.gd/sGPTzV

The security was issued by Lehman Brothers Holdings plc, a non-
debtor subsidiary of the holdings company.  Andorra had said the
security was fully guaranteed and payable by the Lehman parent.

LBHI is represented by Garrett A. Fail, Esq. --
garrett.fail@weil.com -- at WEIL, GOTSHAL & MANGES LLP, in New
York.

Andorra is represented by Michael Savetsky, Esq., and Michael S.
Etkin, Esq., at LOWENSTEIN SANDLER PC, in New York.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Settles Oracle's $7.2-Mil. Claim
-------------------------------------------------
Lehman Brothers Holdings Inc. received the green light to settle
Oracle America Inc.'s $7.2 million claim.

Under the agreement, Oracle can assert an administrative expense
claim against the company in the amount of $2,549.  The agreement
is available for free at http://is.gd/4jj3v1

The $7.2 million claim stemmed from the companies' software
license agreement, which was rejected under the terms of Lehman's
Chapter 11 plan.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: RFWSD Pre-Inclusion Agreements Assumed
-------------------------------------------------------
Judge James Peck approved an agreement calling for the withdrawal
of claims filed by Roaring Fork Water and Sanitation District
against a subsidiary of Lehman Brothers Holdings Inc.

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

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Trustee, CSP Ink Deal to Settle $14.6-Mil. Claim
-----------------------------------------------------------------
The trustee of Lehman Brothers Holdings Inc.'s brokerage signed
an agreement to settle the claim of CSP II USIS Holdings L.P.

Under the deal, CSP can assert a general unsecured claim against
the brokerage for $14,269,699, down from the $14,629,908 it
originally wanted.  The agreement is available for free at
http://is.gd/oxh43j

Hughes Hubbard & Reed LLP, the trustee's legal counsel, will
present the agreement to Judge James Peck for signature on
July 17.

CSP II USIS Holdings L.P. is represented by:

     Joon Hong, Esq.
     Victor Ludwig, Esq.
     RICHARDS KIBBE & ORBE LLP
     One World Financial Center
     New York, NY 10281-1003
     Tel: (212) 530-1800
     Fax: (212) 530-1801
     Email: jhong@rkollp.com
            vludwig@rkollp.com

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LIBERTY MEDICAL: Aug. 14 Bar Date Set for Equity Holders
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
stipulation between ATLS Acquisition, LLC, et al., and the
official committee of unsecured creditors to modify the order (a)
fixing the last date for filing proofs of claim against ATLS
Acquisition, LLC, et al.,; (b) fixing the last date for filing
proofs of claim by government units; (c) fixing the last date for
filing requests for allowance of Section 503(b)(9) expense claims.
The stipulation provides that any entity or individual holding an
equity interest in any of the Debtors that wishes to assert claims
must file proofs of claim by Aug. 14, 2013, at 5 p.m.

The General Claims Bar Date in the case expired May 20, 2013,
while governmental entities have until Aug. 14 to file proofs of
claim.

                     About Liberty Medical

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

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

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

An official committee of unsecured creditors has been appointed in
the case and consists of LifeScan, Inc., Abbott Laboratories, and
Teva Pharmaceuticals USA, Inc.  They are represented by:

          Joseph H. Huston Jr., Esq.
          Maria Aprile Sawczuk, Esq.
          Camille C. Bent, Esq.
          STEVENS & LEE P.C.
          1105 N. Market St., Suite 700
          Wilmington, DE 19801
          Tel: 302-425-3310
          Fax: 610-371-7972
          E-mail: jhh/masa@stevesless.com

               - and -

          Bruce Buechler, Esq.
          S. Jason Teele, Esq.
          Nicole Stefanelli, Esq.
          LOWENSTEIN SANDLER LLP
          65 Livingston Ave.
          Roseland, NJ 07068
          Tel: 973-597-2500
          Fax: 973-597-2400

The Committee has tapped Mesirow Financial Consulting, LLC, as
financial advisors.


LIBERTY MEDICAL: RSR Consulting's Rosenfeld Approved as CRO
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
authorized ATLS Acquisition, LLC, et al., to employ RSR Consulting
LLC to provide a chief restructuring officer; and appoint Robert
Rosenfeld as CRO.

The firm will, among other things:

   a) provide services with respect to the Debtors' complex
      Chapter 11 restructuring activities;

   b) provide operational and financial restructuring support
      in connection with the Debtors' business operations; and

   c) provide services in managing and advising on various
      ongoing litigation cases.

The hourly rates of the firm's personnel are:

         Managing Director and Directors       $325 - $375
         Managers & Consultants                $225 - $295

To the best of the Debtors' knowledge, RSR holds no interest
adverse to the Debtors, their creditors, or in any party-in-
interest.

                     About Liberty Medical

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

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

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

The official committee of unsecured creditors appointed in the
case is represented by Joseph H. Huston Jr., Esq., Maria Aprile
Sawczuk, Esq., and Camille C. Bent, Esq., at Stevens & Lee P.C.;
and Bruce Buechler, Esq., S. Jason Teele, Esq., and Nicole
Stefanelli, Esq., at Lowenstein Sandler LLP, as counsel.  The
Committee has tapped Mesirow Financial Consulting, LLC, as
financial advisors.


LIFE CARE ST. JOHNS: July 25 Hearing on Use of Cash Collateral
--------------------------------------------------------------
Life Care St. Johns, Inc., on July 12 obtained interim approval
from the U.S. Bankruptcy Court for the Middle District of Florida
to use cash collateral.  Another hearing to consider further use
of cash collateral is slated for July 25 at 1:30 p.m.

Use of cash collateral will be in accordance with the terms agreed
between the Debtor and Wells Fargo Bank, National Association, as
bond trustee.

As adequate protection, the bond trustee will receive rollover
liens and replacement liens.

The Debtors is authorized to use funds in excess of the statutory
requirements in the Debtor's R&R and ORF funds.

Life Care St. Johns, Inc., filed a Chapter 11 petition (Bankr.
M.D. Fla. Case No. 13-04158) on July 3, 2013.  Bruce Jones signed
the petition as CEO.  Judge Jerry A. Funk presides over the case.
The Debtor estimated assets of at least $10 million and debts of
at least $50 million.  Stutsman Thames & Markey, P.A., serves as
the Debtor's counsel.  Navigant Capital Advisors, LLC, acts as the
Debtor's financial advisor.  American Legal Claim Services, LLC,
serves as claims and noticing agent.


LIGHTSQUARED INC: Proposes Dec. 16 Plan Approval Hearing
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloom  berg News,
reports that LightSquared Inc., having lost the exclusive right
one week ago to submit a reorganization, is proposing that the
bankruptcy judge establish Sept. 3 as the deadline for filing
competing Chapter 11 plans.

According to the report, LightSquared's exclusive right to propose
a reorganization plan ran out on July 15, not long after Dish
Networks Corp. made a $2 billion cash offer to buy the business.
Expecting multiple plans will be filed, LightSquared arranged a
hearing July 23 where the bankruptcy judge in New York will
establish a schedule related to plan approval.

The report notes that LightSquared committed to filing a generic
disclosure statement to be used in connection with all plans that
are proposed.  The major parties will be given a "substantially
final draft" on Aug. 26, in time to comment before the final
version is filed Sept. 3.  The company wants all plans filed by
Sept. 3, along with supplemental materials prepared by the
proponents to explain the competing plans.

The report relates that LightSquared suggests there be an Oct. 3
hearing for approval of disclosure materials and a Dec. 16
confirmation hearing to select which plan should be approved.

The report says that because there probably will be sales
accompanying some or all of the plans, LightSquared wants sale
proposals submitted by Sept. 20 so the lead bidder for an auction
can be selected at the disclosure hearing.  The auction should
take place Dec. 12, LightSquared says.  An ad hoc group of secured
lenders previously accused LightSquared of "continuing to stall
these cases for the benefit of the debtors' majority shareholder"
Harbinger Capital Partners LLC.

The report discloses that the lenders say the Dish offer would be
sufficient to pay secured creditors in full.  LightSquared has
been authorized to hire Jefferies Group LLC to arrange financing
paying off the company's debt in full.  Full payment would enable
Philip Falcone's Harbinger to retain ownership.

                    About LightSquared Inc.

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

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

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

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


LSB INDUSTRIES: Moody's Assigns Ba3 Rating to New Senior Notes
--------------------------------------------------------------
Moody's Investors Service assigned a first time Ba3 Corporate
Family Rating to LSB Industries, Inc. and a Ba3 rating to the
company's proposed guaranteed senior unsecured notes due 2021.
Proceeds from the new debt offering will be used to repay certain
existing debt, pre-fund planned capacity expansion projects and
pay expenses. Moody's also assigned a Speculative Grade Liquidity
assessment of SGL-2. The rating outlook is stable. LSB Industries,
Inc. is a publicly traded company (NYSE: LXU).

"While LSB is in an attractive industry that is expected to
generate elevated margins going forward, operational issues over
the past 18 months negatively impact its credit profile," stated
John Rogers a Senior Vice President at Moody's. "Credit metrics
are expected to improve significantly going forward; however, it
will have to demonstrate a track record of improved operational
effectiveness at all of its chemical facilities prior to getting
an upgrade"

Ratings assigned:

LSB Industries Inc.

Corporate Family Rating at Ba3

Probability of Default Rating at Ba3-PD

Guaranteed senior unsecured notes due 2021 at Ba3 (LGD4, 59%)

Ratings Rationale:

LSB's Ba3 CFR reflects the company's elevated leverage (March 31,
2013 Debt to EBITDA is 4.8x, pro forma for the proposed debt
financing, including Moody's standard analytical adjustments),
modest size (revenues of roughly $720 million), limited product
diversity and its advantaged cost position due to low natural gas
prices in the US. The Ba3 rating also reflects recent operational
issues that have affected production at each of its three chemical
production facilities over the past 18 months, a limited operating
history for ammonia production at its Pryor facility, as well as,
the effective control of the company by The Golsen Group, who own
17% of the outstanding shares.

LSB is a producer of nitrogen fertilizers, nitric acid, ammonium
nitrate and climate control equipment. On an LTM basis as of March
31, 2013, the climate control business accounted for roughly 40%
of sales and 30% of EBITDA. However, on a normalized basis this
business should account for only about 30% of sales and less than
15% of EBITDA.

The rating is supported by the robust conditions in the nitrogen
fertilizer market and favorable long-term demand trends for
agricultural chemicals. Additionally, LSB has leading market share
positions in its climate control business (40% in water source and
geothermal heat pumps and 30% in hydronic fan coils). The HVAC
segment is anticipating higher revenues in the next few years as
growth accelerates in commercial, institutional and multi-family
construction markets.

Over the past 18 months, the company's chemical business has
experienced unplanned downtime at three of its facilities (its
fourth facility is a nitric acid plant that is operated on a
contract basis at the customer's site). These outages caused a
substantial amount of downtime in 2012, and through May of 2013,
which reduced EBITDA by over $100 million. The company has
received $65 million of insurance proceeds and expects to receive
substantially more prior to the end of 2013. The company plans to
build a new nitric acid unit to replace the one that was destroyed
in 2012 and build a small ammonia plant (375 thousand short tons),
which will improve its vertical integration and eliminate the need
to purchase ammonia for the El Dorado plant. These project are
expected to cost an additional $350-400 million and add
significantly to earnings in 2015 and 2016. LSB should be able to
complete these projects with proceeds from the new notes and
without additional insurance proceeds, providing that they operate
above 80% of capacity.

The Ba3 ratings on LSB's senior unsecured notes reflects their
status as the vast majority of the outstanding debt in the capital
structure. The notes are subordinate to an ABL revolving credit
facility which is secured on a first-priority basis by a lien on
the accounts receivable, inventory and certain other assets
excluding the property, plant and equipment. There is also a
secured debt at other subsidiaries of $39.5 million, which have a
first priority lien on certain fixed assets. If the company incurs
any additional secured debt (>$20 million), it would result in a
downgrade of the notes.

LSB's SGL-2 reflects good liquidity, supported by cash balances,
an undrawn $100 million asset-backed revolving credit facility
(ABL) due 2018, and expectations it will be able to generate
roughly $100 million in cash flow from operations each year over
the next two years. The company is expected to maintain at least
$200 million in cash through the first half of 2014.

The stable outlook reflects Moody's expectation that LSB will be
able to reliably operate its existing chemical facilities and
execute its planned investments over the next 18 months. Moody's
would not consider upgrading the ratings until planned investments
are completed and the company has demonstrated that the
operational changes implemented allow the company to operate with
minimal downtime. An upgrade would be contingent on company
raising and maintaining EBITDA to over $200 million and reducing
leverage toward 3.0x. The rating could be lowered, if the company
continues to incur significant downtime at its chemical facilities
such that Debt/EBITDA remains above 4.0x in 2014.

The principal methodology used in rating LSB Industries, Inc. 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.

LSB Industries, Inc., headquartered in Oklahoma City, Oklahoma, is
a producer of commodity chemicals that are derived from ammonia
(nitrogen fertilizers, nitric acid and ammonium nitrate) and a
manufacturer of climate control equipment. The company had
revenues of $720 million for the twelve months ending March 31,
2013.


LONGVIEW FIBRE: S&P Withdraws 'B+' Corp. Credit & Sr. Note Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it withdrew its
ratings on Longview, Wash.-based Longview Fibre Paper and
Packaging Inc., including the 'B+' corporate credit rating and
senior secured note rating.

This action follows the completion of the acquisition of the
company by KapStone Paper and Packaging Corp. (unrated).  As part
of the acquisition, the redemption of Longview Fibre's existing
$480 million senior secured notes is expected to take place over
the next 30 days.


MAXCOM TELECOMUNICACIONES: Files Voluntary Chapter 11 Petition
--------------------------------------------------------------
Maxcom Telecomunicaciones, S.A.B. de C.V. on July 24 disclosed
that it commenced voluntary prepackaged Chapter 11 cases in the
U.S. Bankruptcy Court for the District of Delaware on July 23,
2013 to implement its previously announced recapitalization and
debt restructuring.

Under the Chapter 11 plan of reorganization, Maxcom will complete
a comprehensive recapitalization and debt restructuring that is
expected to significantly reduce Maxcom's debt service expense and
position Maxcom for growth with a US$45 million capital infusion.
As of the voting deadline of July 23, 2013, over 98 percent in
amount and over 93 percent in number of the holders of 11% Senior
Notes due 2014 that cast ballots voted to accept the Plan.  These
preliminary results exceeds the amount required for the court to
approve the Plan, subject to final review and tabulation by GCG,
Inc., Maxcom's proposed notice, claims, and balloting agent.

The restructuring is not expected to adversely affect Maxcom's
customers, employees, or vendors.  Throughout the restructuring,
Maxcom intends to continue business as usual.  All
telecommunications services will continue without change or
interruption, and employees and vendors will be paid in the normal
course of business.

The Company expects to complete its restructuring, which is
subject to U.S. Bankruptcy Court approval and the conditions set
forth in the recapitalization agreement and the restructuring and
support agreement, within approximately 60 days and anticipates
emerging from Chapter 11 by early fall.

Previously Announced Recapitalization and Debt Restructuring

Maxcom, private equity firm Ventura Capital Privado, S.A. de C.V.,
an ad hoc group holding an aggregate amount of approximately US$86
million of Maxcom's Senior Notes, and certain of its current
equity holders have reached agreement on the terms of the
restructuring and support agreement, recapitalization agreement,
and agreements to tender.  Pursuant to the recapitalization
agreement, Ventura and certain related parties have agreed to make
a capital contribution of US$45.0 million dollars and conduct a
tender offer to acquire for cash, at a price equal to Ps.$2.90
(two pesos and 90/100) per CPO, up to 100% (one hundred percent)
of the issued and outstanding shares of Maxcom, subject to the
terms of the recapitalization agreement.  The Purchasers'
obligation to consummate the tender offer and make the capital
contribution is subject to a number of conditions, including:
receiving legal and regulatory approvals from the Mexican Banking
and Securities Commission (Comision Nacional Bancaria y de
Valores), the Mexican Ministry of Communications and
Transportation (Secretaria de Comunicaciones y Transportes), and
the Mexican Antitrust Commission (Comision Federal de
Competencia); the absence of certain material adverse effects; the
entry of an acceptable bankruptcy court confirmation order
consistent with the terms of the restructuring and support
agreement and the recapitalization agreement; and such order
becoming final.

Pursuant to the terms of the Plan that have been agreed to by
Maxcom, the Purchasers, and the Ad Hoc Group, all classes of
creditors are unimpaired and will be paid in full under the Plan,
except for the Senior Notes claims, which will receive (1) the
step-up senior notes (which include the capitalized interest
amount for unpaid interest accrued on the Senior Notes from (and
including) April 15, 2013 through (and excluding) June 15, 2013,
at the rate of 11% per annum), (2) cash in the amount of unpaid
interest accrued on the Senior Notes (A) from (and including)
December 15, 2012 through (and excluding) April 15, 2013, at the
rate of 11% per annum, and (B) from (and including) June 15, 2013
through (and excluding) the effective date of the Plan at the rate
of 6% per annum, and (3) rights to purchase equity that is
unsubscribed by the Company's current equity holders pursuant to
the terms of the Plan.  The step-up senior notes will: (a) be
issued in an aggregate principal amount of US$200 million, minus
the amount of Senior Notes held in treasury by the Company, plus
the capitalized interest amount; (b) bear interest (i) from the
date of issuance until June 14, 2016, at the annual rate of 6% per
annum, (ii) from June 15, 2016 until June 14, 2018, at the annual
rate of 7% per annum, and (iii) from June 15, 2018 until the
maturity date, at the annual rate of 8% per annum; (c) have a
maturity date of June 15, 2020; (d) be secured by the same
collateral that currently secures the Senior Notes; and (e) be
unconditionally guaranteed, jointly and severally and on a senior
unsecured basis, by all of Maxcom's direct and indirect
subsidiaries, excluding Fundacion Maxcom, A.C.

As previously announced, the Company has engaged Lazard Freres &
Co. LLC and its alliance partner Alfaro, Davila y Rios, S.C. as
its financial advisor and Kirkland & Ellis LLP and Santamarina y
Steta, S.C. as its U.S. and Mexican legal advisors in connection
with its restructuring proceedings and potential Chapter 11 case.
The Ad Hoc Group has retained Cleary Gottlieb Steen & Hamilton LLP
and Cervantes Sainz, S.C., as its U.S. and Mexican legal advisors.
Ventura has retained VACE Partners as its financial advisor, and
Paul Hastings LLP and Jones Day as its U.S. and Mexican legal
advisors, respectively.

                          About Maxcom

Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico
City, Mexico, is a facilities-based telecommunications provider
using a "smart-build" approach to deliver last-mile connectivity
to micro, small and medium-sized businesses and residential
customers in the Mexican territory.  Maxcom launched commercial
operations in May 1999 and is currently offering local, long
distance, data, value-added, paid TV and IP-based services on a
full basis in greater metropolitan Mexico City, Puebla, Tehuacan,
San Luis, and Queretaro, and on a selected basis in several cities
in Mexico.

In June 2013, Maxcom didn't make an $11 million interest payment
on the notes.  At the time, the company said it would use the 30-
day grace period to negotiate a restructuring to be carried out
through a Chapter 11 filing in the U.S.


MAXCOM TELECOMUNICACIONES: Case Summary & 30 Top Unsec. Creditors
-----------------------------------------------------------------
Debtor-affiliates filing separate Chapter 11 petitions:

   Debtor Name                                Case Number
   -----------                                -----------
Maxcom Telecomunicaciones, S.A.B. de C.V.       13-11839
   Guillermo Gonzalez Camarena
   2000 Centro Ciudad,
   Santa Fe, Mexico, D.F.
Sierra USA Communications, Inc.                 13-11837
Maxcom U.S.A., Inc.                             13-11838
Telscape de Mexico, S.A. de C.V.                13-11840
Outsourcing Operadora de Personal,
   S.A. de C.V.                                 13-11841
Corporativo en Telecomunicaciones,
   S.A. de C.V.                                 13-11842
Telereunion, S.A. de C.V.                       13-11843
Maxcom Servicios Administrativos,
   S.A. de C.V.                                 13-11844
Celmax Movil, S.A. de C.V.                      13-11845
Maxcom SF, S.A. de C.V.                         13-11846
Asesores Telcoop, S.A. de C.V.                  13-11847
Servicios MSF, S.A. de C.V.                     13-11848
Maxcom TV, S.A. de C.V.                         13-11849
TECBTC Estrategias de Promocion,
   S.A. de C.V.                                 13-11850
Sierra Comunicaciones Globales,
   S.A. de C.V.                                 13-11851

Nature of Business: The Company is an integrated telecommunication
                    services operator providing widespread voice
                    and data services to residential and small-
                    and medium-sized business customers in four
                    metropolitan markets in Mexico and selected
                    service in other markets.

Chapter 11 Petition Date: July 23, 2013

Court: U.S. Bankruptcy Court
       District of Delaware

Judge: The Honorable Peter J. Walsh

Debtors' Counsel:  Laura Davis Jones Jones, Esq.
                   Timothy P. Cairns, Esq.
                   Peter J. Keane, Esq.
                   PACHULSKI STANG ZIEHL & JONES LLP
                   919 North Market Street, 17th Floor
                   P.O. Box 8705
                   Wilmington, DE 19899-8705
                   Telephone: (302) 652-4100
                   Facsimile: (302) 652-4400
                   Email: ljones@pszjlaw.com
                          tcairns@pszjlaw.com
                          pkeane@pszjlaw.com

                        - and -

                   Marc Kieselstein, P.C., Esq.
                   Adam Paul, Esq.
                   Daniel R. Hodgman, Esq.
                   KIRKLAND & ELLIS LLP
                   300 North LaSalle
                   Chicago, IL 60654
                   Telephone: (312) 862-2000
                   Facsimile: (312) 862-2200
                   Email: marc.kieselstein@kirkland.com
                          adam.paul@kirkland.com
                          daniel.hodgman@kirkland.com

Debtors' Mexican
Counsel:           Santamarina y Steta, S.C.

Debtors' Financial
Advisor:           Lazard Freres & Co. LLC

Debtors' Mexican
Financial Advisor: Alfaro, Davila y Rios, S.C.

Debtors' Claim &
Notice Agent and
Administrative
Agent:             GCG, Inc.

Counsel to ad hoc
group of holders
of Debtors' 11%
senior notes
due 2014:          David B. Stratton, Esq.
                   Evelyn J. Meltzer, Esq.
                   John H. Schanne II, Esq.
                   PEPPER HAMILTON LLP
                   Hercules Plaza, Suite 5100
                   1313 N. Market Street
                   P.O. Box 1709
                   Wilmington, DE 19899-1709
                   Telephone: (302) 777-6500
                   Facsimile: (302) 421-8390
                   E-mail: strattond@pepperlaw.com
                           meltzere@pepperlaw.com
                           schannej@pepperlaw.com

                        - and -

                   Emily A. Bussigel, Esq.
                   Lisa M. Schweitzer, Esq.
                   CLEARY GOTTLIEB STEEN & HAMILTON LLP
                   One Liberty Plaza
                   New York, NY 10006
                   Telephone: 212-225-2000
                   Facsimile: 212-225-3999
                   E-mail: lschweitzer@cgsh.com
                           ebussigel@cgsh.com

Counsel to Ventura
Capital Privado,
S.A. de C.V.:      G. Alexander Bongartz, Esq.
                   Luc A. Despins, Esq.
                   PAUL HASTINGS LLP
                   75 East 55th Street
                   New York, NY 10022
                   Tel: 212-318-6000
                   Fax: 212-319-4090
                   E-mail: alexbongartz@paulhastings.com
                           lucdespins@paulhastings.com

                        - and -

                   Marc J. Carmel, Esq.
                   PAUL HASTINGS LLP
                   191 N. Wacker Drive, 13th Floor
                   Chicago, IL 60606
                   Tel: 312-499-6000
                   Fax: 312-499-6100
                   E-mail: marccarmel@paulhastings.com


                        - and -

                   MORRIS NICHOLS ARSHT & TUNNEL LLP
                   Robert J. Dehney, Esq.
                   Daniel B. Butz, Esq.
                   1201 North Market Street, 18th Floor
                   PO Box 1347
                   Wilmington, DE 19899-1347
                   Tel: 302-658-9200
                   Fax: 302-658-3989

Total Assets as of May 29, 2013: $11,113,564,360

Total Liabilities as of May 29, 2013: $402,278,543

The petition was signed by Gonzalo Alarcon Iturbide, the Debtors'
general counsel.

A list of the Debtors' 30 Largest Unsecured Creditors:

   Entity                     Nature of Claim   Amount of Claim
   ------                     ---------------   ---------------
Radiomovil Dipsa              Litigation         $17,950,801.79
S.A. de C.V.
Lago Zurich 245
Edif Telcel Ampliacion Granada
11529 Ciudad de Mexico D.F.
Mexico
Tel: (55) 2581-3863
Fax: (55) 2581-3864
Email: rchavarr@mail.telcel.com

Autoarrendadora Integral      Trade Claim         $1,053,241.84
S.A. de C.V.
Negra Modelo 4A
Col. Industrial Alce Blanco
53370 Naucalpan de Juarez, MEX
Mexico
Tel: (55) 5322-4482
Fax: (55) 5322-4460
Email: amendoza@gruposumma.com.mx

Pegaso PCS S.A. de C.V.       Trade Claim         $1,052,970.35
Prolongacion Paseo
De La Reforma 1200 Piso
14, Col Cruz Manca
5349 Mexico, D.F.
Mexico
Tel: (55) 1616-8143
Fax: (55) 1616-5000
Email: pedro.sanjuan@telefonica.com

Tp-Link Technologies          Trade Claim           $709,815.60
de Mexico
Iglesia 2 Tone F 201,
Tizapan San Angel
1090 Ciudad de Mexico, D.F.
Mexico
Tel: (55) 2062-0193
Fax: N/A
Email: carlos.pedroza@tp-link.com

Telefonos De Mexico           Trade Claim           $497,486.25
S.A.B. de C.V.
Attn: Victor Manuel Pacheco Dirso
Parque Via 198, Col. Cuauhtemoc
6500 Ciudad de Mexico, D.F.
Mexico
Tel: (55) 5140-0692
Fax: (55) 5553-28900
Email: cvaron@telmex.com

Iusacell S.A. de C.V.         Trade Claim           $487,686.11
Montes Urales 460,
Col. Vista Hermosa
11000 Mexico D.F.
Mexico
Tel: (55) 5109-5259
Fax: (55) 5109-5772
Email: aruelas@iusacell.com.mx

Latino Communications         Trade Claim           $402,074.80
Corporation
5221 N. O'Connor Blvd,
Suite 850
Irving TX 75039
Tel: 0181-8254-30014
Fax: 97-2444-4554
Email: ljimenez@latcomm.net

Metro Net S.A. de C.V.        Trade Claim           $386,739.79
Michoacan 22, Col. Hipodromo
12200 Ciudad de Mexico, D.F.
Mexico
Tel: (55) 5063-8100
Fax: (55) 5574-8122
Email: guillermo.zarate@redit.com

Operbes S.A. de C.V.          Trade Claim           $381,110.76
A.V. Vasco de Quiroga 2000
Col. Santa Fe
1210 Ciudad de Mexico, D.F.
Mexico
Tel: (55) 4000-2968
Fax: N/A
Email: jcyanezb@bestel.com.mx

Shenzhen Guanri Telecom-Tech  Trade Claim           $339,356.34
3F Building R3-B High Tech
518057 Shenzhen
China
Tel: (86) 755-2652-0873
Fax: (86) 0755-2652-0885
Email: jeny_tangjw@hotmail.com

Hi-Fun de Mexico              Trade Claim          $277,986.50
S de R.L. de C.V.
Tlaxcala 25,
Col. Roma Sur
6760 Ciudad de Mexico, D.F.
Mexico
Tel: (55) 5109-1508
Fax: N/A
Email: rogerunidengmail.com

Operadora Unefon              Trade Claim           $268,330.59
S.A. de C.V.
Montes Urales 460
Lomas Dc Chapultepec
11000 Ciudad de Mexico, D.F.
Mexico
Tel: (55) 5109-5259
Fax: N/A
Email: aruelas@iusacell.com.mx

3M Mexico S.A. de C.V.        Trade Claim           $251,387.54
Email: framirezacosta@mmm.com

Ensambladora Telefonica       Trade Claim           $229,296.16
Email: msegura@intelmex.com.mx

Conductores Monterrey         Trade Claim          $217,983.95
S.A. de C.V.
Email: jesus.rodriguez@viakon.com

Alcatel-Lucent Mexico         Trade Claim           $217,092.15
S.A. de C.V.
Email: e.velazquez@alcatel-lucent.com

Tatung Technology             Trade Claim           $211,800.00
Incorporation
Email: cecile_hsieh@tti.tv

Soluciones de Vanguardia      Trade Claim           $207,597.05
S.A. de C.V.
Email: rdelgadosolvan.com.mx

Microsoft Licensing GP        Trade Claim          $187,313.74
Email: abacuc@microsoft.com

Microsoft Mexico              Trade Claim           $183,078.02
S de R.L. de C.V.
Email: palmazan@microsoft.com

Criteria de Mexico            Trade Claim           $162,423.48
S.A. de C.V.
Email: flecumberri@criteria.com.mx

Grupo Corgra S.A. de C.V.     Trade Claim           $150,063.23

Sistemes Integrats Cortes I   Trade Claim           $149,287.03
Email: emanuel.millan@sicamexico.com.mx

JAG Telecom S.A. de C.V.      Trade Claim           $142,213.68
Email: camachosuagmail.com

Gestion de Tecnologia         Trade Claim           $131,135.50
Especializada
Email: marlon.torres@getecsa.com.mx

Soporte Y Capacitacion        Trade Claim           $119,480.00
S.A. de C.V.
Email: mregaladosycnet.com.mx

ASPE Vigilancia               Trade Claim           $116,390.90
Y Proteccion Patrim
Email: aspe_seguridad.privadahotmail.com

Fox Sports Mexico             Trade Claim           $115,000.00
Distribution LLC

NEC de Mexico S.A. de C.V.    Trade Claim           $113,440.21
Email: fcolin@nec.com.mx

Fox Latin American            Trade Claim           $101,027.37
Channel Inc.
Email: diana.delgadofox.com



MERCANTILE BANCORP: U.S. Trustee Appoints 3-Member Creditors Panel
------------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
three members to the official committee of unsecured creditors in
the Chapter 11 cases of Mercantile Bancorp.

The Creditors Committee members are:

      1. Trapeza Capital Management, LLC
         as Collateral Manager for Trapeza CDO XIII, Ltd.,
         Attn: Carolyn Thagard
         441 Vine Street, Suite 1300,
         Cincinnati, OH 45202,
         Tel: 205-877-9765

      2. Wilmington Trust Company
         as Indenture Trustee for Mercantile Bancorp
         Capital Trust I
         Attn: Steven Cimalore & Geoffrey Lewis
         Rodney Square North
         1100 N. Market Street,
         Wilmington, DE 19890
         Tel: 302-636-6058
         Fax: 302-651-4149

      3. US Capital Funding V Ltd.,
         c/o Stone Castle Advisors LLC,
         Attn: Jim Brennan
         152 West 57th Street, 35th Floor
         New York, NY 10019
         Tel: 212-354-6500
         Fax: 212-354-6565

                    About Mercantile Bancorp

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

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

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

Stuart M. Brown, Esq. at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Kimberly D. Newmarch,
Esq., and Aaron M. Paushter, Esq., at DLA Piper LLP (US), in
Chicago, Illinois, are proposed attorneys for the Debtor.


MERCANTILE BANCORP: Hires DLA Piper as Counsel
----------------------------------------------
Mercantile Bancorp asks the U.S. Bankruptcy Court for the District
of Delaware for permission to employ DLA Piper LLP as counsel,
nunc pro tunc to the Petition Date.

DLA Piper intends to (a) charge for its legal services on an
hourly basis in accordance with its ordinary and customary hourly
rates in effect on the date the services are rendered, and (b)
seek reimbursement of actual and necessary out-of-pocket expenses.

The firm's hourly rates are:

   Professional                      Rates
   ------------                      -----
   Richard A. Chesley                 $965
   Kimberly D. Newmarch               $785
   Michael P. Reed                    $785
   Stuart M. Brown                    $765
   Jeffrey L. Hare                    $755
   Lidore A. DeRose                   $655
   Beth K. McAuley                    $655
   James R. Irving                    $600
   Aaron M. Paushter                  $565
   Carolyn B. Fox                     $240

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

The firm can be reached at:

         Stuart M. Brown, Esq.
         DLA PIPER LLP
         919 North Market Street, Suite 1500
         Wilmington, DE 19801
         Tel: (302) 468-5700
         Fax: (302) 394-2341
         E-mail: stuart.brown@dlapiper.com

              - and -

         Richard A. Chesley, Esq.
         Kimberly D. Newmarch, Esq.
         Aaron M. Paushter, Esq.
         DLA PIPER LLP (US)
         203 N. LaSalle Street, Suite 1900
         Chicago, IL 60601
         Tel: (312) 368-4000
         Fax: (312) 236-7516
         E-mail: richard.chesley@dlapiper.com
                 kim.newmarch@dlapiper.com
                 aaron.paushter@dlapiper.com

                     About Mercantile Bancorp

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

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

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

Stuart M. Brown, Esq. at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Kimberly D. Newmarch,
Esq., and Aaron M. Paushter, Esq., at DLA Piper LLP (US), in
Chicago, Illinois, are the proposed attorneys for the Debtor.


METHOD ART: Court Enters Final Decree Closing Case
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada has entered
a final decree closing the Chapter 11 case of Method Art
Corporation.  The case was terminated June 14, according to
information on the court docket.

On May 17, 2013, the Debtor won approval, on a final basis, of its
disclosure statement and obtained confirmation of its Plan of
Reorganization.  The Plan filed on Jan. 6, 2013.

The Debtor had advised the Court that the Debtor's Plan has been
substantially consummated.

On May 17, the Court also ordered that the Plan's proposed post-
confirmation sale of property at 940 Columbia Avenue, Riverside,
California, is approved, and the Debtor may complete the sale of
the property to 940 Columbia, LLC for $5,660,002, or any other
agreed upon buyer at a price accepted by the Debtor, without
further Court order.

                         About Method Art

Method Art Corporation filed a Chapter 11 petition (Bankr. D. Nev.
Case No. 12-50745) in its home-town in Reno, Nevada, on April 1,
2012.  The Debtor disclosed $14.5 million in assets and
$11.7 million in debts in its schedules.  The Debtor owns six
properties in Nevada and California.  The properties have a fair
market value of $13,600,000 and secure debt totaling $10,480,000.

Judge Bruce T. Beesley presides over the case.  The petition was
signed by Brynn Miner, who has the role of director, president,
secretary and treasurer.

Kevin A. Darby, Esq., at Darby Law Practice, Ltd. is the general
counsel for the Debtor.


MF GLOBAL: Corzine Executives Ask Court to Toss Suit
----------------------------------------------------
Jacqueline Palank writing for Dow Jones' DBR Small Cap reports
that Jon S. Corzine is asking the bankruptcy court to throw out a
lawsuit accusing him and two other former MF Global Holdings Ltd.
executives of being responsible for the brokerage's collapse.

                          About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MUD KING: NOV Wants Case Dismissed, Says Case Filed in Bad Faith
----------------------------------------------------------------
National Oilwell Varco, L.P., asks the U.S. Bankruptcy Court for
the Southern District of Texas to dismiss the Chapter 11 case of
Mud King Products, Inc., or in the alternative, appoint a Chapter
11 Trustee.

According to papers filed with the Court, Mud King spent years
stealing blueprints from NOV and its predecessor entities and
using them to make and sell knock-off parts.  "When Mud King was
finally caught red-handed and sued by NOV last fall, it threw up
one obstacle after another to delay the litigation and protect the
bad actors, one of whom is a director and equity holder.  On the
eve of its corporate representative deposition, Mud King not only
filed for bankruptcy to avoid the deposition and stay the
Litigation, but it passed a resolution indemnifying the same bad
actors against costs and damages arising from NOV's suit.  At the
time it filed its petition, Mud King was solvent, current on its
debts, and sitting on sizable retained earnings.

According to NOV, Mud King is abusing the bankruptcy process to
gain a tactical litigation advantage over NOV.  "Mud King is not a
financially troubled company needing debt restructuring.  Mud King
is a company run by crooks in need of new management and a new,
legal business model.

"Mud King's Chapter 11 case should be dismissed for cause as a
bad-faith filing as demonstrated by the illegal activities
prompting NOV's suit, its dilatory litigation tactics related to
that suit, the eve-of-bankruptcy indemnification of defendant
employees, its attempt to force a valuation of NOV's claim without
due process, and, most significantly, the fact that Mud King is
solvent and not any danger of imminent closure.  In the
alternative, a Chapter 11 trustee should be appointed as Mud
King's current management cannot fulfill the fiduciary duties of a
debtor-in-possession."

In its response to NOV's motion to dismiss, or in the alternation,
to appoint a Chapter 11 Trustee, Mud King Products says it filed
the instant case in good faith and continues to fulfill its
fiduciary obligations as a debtor in possession.  According to the
Debtor, no valid basis exists for dismissal or appointment of a
trustee.  "This is simply another litigation tactic by NOV to
continue its pattern of vexatious litigation in order effectively
kill the Debtor's business."

According to papers filed with the Court, NOV alleges that it
learned in August 2012 that one of its employees was providing NOV
drawings of mud pump component parts to a Mud King employee.
"Because Mud King had already been selling these same parts for
over a decade and such parts had been widely produced by
manufacturers other than NOV, it is not clear whether any benefit
could be derived from such drawings.  NOV's employee was allegedly
paid $900 for the drawings.  NOV filed suit in Harris County
District court in September 2012 seeking, among other things, a
temporary restraining order ("NOV Litigation").  Mud King attended
mediation with NOV which resulted in an Unopposed Temporary
Injunction Order requiring that Mud King not use NOV's drawings
and fully protecting NOV's interests ("TI").  The NOV Litigation
was subsequently removed to Federal District Court where Judge
Nancy Atlas adopted the TI, which continues in full force and
effect as the Second Amended Unopposed Preliminary Injunction
Order (Document #87 in the NOV Litigation).

According to the Debtor, the TI as entered by the state court and
as affirmed by Judge Atlas focuses on Mud King's use of the
drawings and does not prohibit Mud King from continuing its
established business with regard to the mud pump parts.  Judge
Atlas recognized that Mud King had sold and distributed such parts
for years, along with other distributors and manufacturers.  Thus,
preserving NOV's status quo prior to the time the drawings were
obtained by Mud King does NOT necessitate a blanket prohibition on
the sale or manufacture of such common parts.

                         Claims at Zero

The Debtor filed with the Court on July 12 a response to NOV's
objection to the Debtor's motion to estimate claim of NOV for
purposes of allowance, distribution and voting pursuant to 11
U.S.C. Section 502(c).

The Debtor cited the following:

  1. An estimation proceeding will not deprive NOV of adequate
discovery.  According to Mud King, NOV should first be required to
meet its own threshold burden of proving the entitlement to trade
secret protection and the existence of recoverable damages, as
well as all the elements of its other causes of action, prior to
being allowed to drain the Debtor's resources through protracted
and unnecessary discovery.

   2. NOV's objection fails to set forth any right to relief apart
from the Injunctive Relief already mandated by Judge Atlas in the
Preliminary Injunction.  According to Mud King, what is glaringly
absent from NOV's objection is any assertion that NOV has been
damaged financially through the use of drawings that relate to mud
pump parts that have been manufactured and sold by numerous other
companies with NOV's knowledge for years.  There is nothing in the
possession of Mud King that can be obtained through discovery that
will prove that NOV's drawings of such widely distributed mud pump
parts, some of which are 30 years old or older, constitute trade
secrets, nor is any additional discovery necessary to determine
the small profit that Mud King made in parts stemming from the
disputed drawings.  Neither has NOV ever asserted any specific
monetary damage in this lawsuit.

Thus, Mud King asks that the court estimate NOV's claim at zero
for distribution and voting purposes and grant such other and
further relief as is just and proper.

                      About Mud King Products

Mud King Products, Inc., filed a Chapter 11 petition (Bank. S.D.
Tex. Case No. 13-32101) on April 5, 2013.  The petition was signed
by Erich Mundinger as vice president.  The Debtor disclosed
$18,959,158 in assets and $3,351,216 in liabilities as of the
Chapter 11 filing.  Annie E Catmull, Esq., Melissa Anne Haselden,
Esq., Mazelle Sara Krasoff, Esq., and Edward L Rothberg, Esq., at
Hoover Slovacek, LLP, represent the Debtor in its restructuring
effort. Judge Karen K. Brown presides over the case.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditor.


MUD KING: Can Employ Marian Ladner as Special Counsel
-----------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized Mud King Products, Inc., to employ Marian Ladner, Esq.,
and Ladner and Associates PC as special counsel for the
limited purposes of assisting the Debtor with compliance with
required international and US regulatory and trade issues,
including US Customs and Border Protection import compliance
requirements and other other necessary related representation
which may be required.

The hourly rates of the Firm are as follows:

     Marian Ladner, Esq.         $635
     Brian T. Moffatt, Esq.      $550
     Thomas Scott III, Esq.      $475
     Victoria Matthews, Esq.     $325
     Marsha Nelson               $300

Additionally, the Debtor is required to remit to the Firm a
retainer in the amount of $20,000 in connection with this
representation.  Fees and expenses owed to the Firm will be billed
in accordance with the Firm's usual billing practices and will not
be billed against the Retainer.  Once the Firms' services are
completed or terminated, any unpaid invoices will be deducted from
the Retainer and the balance, if any returned to the Debtor.

To the best of the Debtor's knowledge, the Firm and its employees
are "disinterested persons" as that term is defined by 11 U.S.C.
Sec. 101(14) and as required by Sec. 327(a) of the Code.

                      About Mud King Products

Mud King Products, Inc., filed a Chapter 11 petition (Bank. S.D.
Tex. Case No. 13-32101) on April 5, 2013.  The petition was signed
by Erich Mundinger as vice president.  The Debtor disclosed
$18,959,158 in assets and $3,351,216 in liabilities as of the
Chapter 11 filing.  Annie E Catmull, Esq., Melissa Anne Haselden,
Esq., Mazelle Sara Krasoff, Esq., and Edward L Rothberg, Esq., at
Hoover Slovacek, LLP, represent the Debtor in its restructuring
effort. Judge Karen K. Brown presides over the case.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditor.


MUD KING: Can Employ O'Connor & Associates as Tax Consultants
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
authorized Mud King Products, Inc., to employ O'Connor &
Associates as tax consultantss, nunc pro tunc to May 7, 2013, for
the limited purpose of protesting the property tax valuation
assessed on the industrial lease space, located at 5390 Greens
Road, Houston, Texas 77032, for which Mud King is responsible.

As reported in the TCR on July 17, 2013, the Debtor has been
advised by O'Connor that it will not be charged for expenses.

                      About Mud King Products

Mud King Products, Inc., filed a Chapter 11 petition (Bank. S.D.
Tex. Case No. 13-32101) on April 5, 2013.  The petition was signed
by Erich Mundinger as vice president.  The Debtor disclosed
$18,959,158 in assets and $3,351,216 in liabilities as of the
Chapter 11 filing.  Annie E Catmull, Esq., Melissa Anne Haselden,
Esq., Mazelle Sara Krasoff, Esq., and Edward L Rothberg, Esq., at
Hoover Slovacek, LLP, represent the Debtor in its restructuring
effort. Judge Karen K. Brown presides over the case.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditor.


MUTUAL BENEFITS: Court Denies Bid to Supplement Record on Appeal
----------------------------------------------------------------
Bankruptcy Judge A. Jay Cristol denied the Motion to Supplement
Record on Appeal filed by attorneys Sternik & Zeltser and DiBello,
Lopez & Castillo, P.A.  The attorneys, who purported to represent
the Alleged Debtor, Mutual Benefits Offshore Fund, Ltd.,
previously filed a Notice of Appeal from the Bankruptcy Court's
Final Judgment entered on April 25, 2013, in which the Court
adjudicated the threshold issue of ownership in favor of the
Redmond Group (as that term has been used throughout these
proceedings).  The Zeltser Group, through its Motion, seeks to
supplement the record on appeal with certain items that were never
filed with the clerk of court.

A copy of the Court's July 12, 2013 Order is available at
http://is.gd/rHpIDofrom Leagle.com.

                  About Fisher Island Investments

Solby+Westbrae Partners; 19 SHC Corp.; Ajna Brands Inc.; 601/1700
NBC LLC; Axafina Inc.; and Oxana Adler, LLM, filed an involuntary
Chapter 11 petition against Miami Beach, Florida-based Fisher
Island Investments, Inc. (Bankr. S.D. Fla. Case No. 11-17047) on
March 17, 2011.

On the same date, involuntary Chapter 11 petitions were also filed
against the Company's affiliates, Mutual Benefits Offshore Fund,
LTD (Bankr. S.D. Fla. Case No. 11-17051) and Little Rest Twelve,
Inc. (Bankr. S.D. Fla. Case No. 11-17061).  Judge A. Jay Cristol
presides over the case.  The case was previously assigned to Judge
Laurel M. Isicoff.

Petitioning creditors are represented by Craig A. Pugatch, Esq.,
and George L. Zinkler, Esq., at Rice Pugatch Robinson & Schiller,
P.A., 101 NE 3 Ave. Suite 1800, Fort Lauderdale FL 33301.

John F. O'Sullivan, Esq., at Hogan Lovells US LLP, Patricia A.
Redmond, Esq., at Stearns Weaver Miller Weissler Alhadeff &
Sitterson, P.A.,, and Terrance A. Dee, Esq., at DiBello, Lopez &
Castillo, P.A., represent Alleged Debtor Fisher Island
Investments, Inc., as counsel.

Donald F. Walton, the U.S. Trustee for Region 21, appointed James
S. Feltman as an examiner in the involuntary cases.  Greenberg
Traurig, P.A., serves as counsel for the examiner while Leshaw
Law, P.A., is the co-counsel.


NATIONAL ENVELOPE: Global Settlement Approved by Judge
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that National Envelope overcame opposition from the U.S.
Trustee and won court approval on July 19 for a global settlement
permitting a sale of the company without objection from the
official unsecured creditors' committee.  The settlement ensures
some recovery for unsecured creditors.

According to the report, formally named NE Opco Inc., the company
also won final approval for $67.5 million in bankruptcy financing
being supplied by Salus Capital Partners LLC.

The report notes that the settlement will create a trust for
unsecured creditors funded with $250,000 over 10 weeks.  If a sale
pays off the $67.5 million of bankruptcy financing, the creditors'
trust will receive another $500,000.  From the first $4 million
surplus after repaying bankruptcy financing, secured lenders will
receive 75 percent, with the other 25 percent for unsecured
creditors.  Secured lenders will give 3 percent of additional sale
proceeds to unsecured creditors, all in return for the committee's
agreement to withhold objection to a sale.  The settlement creates
a separate $790,000 fund to be used in winding down the Chapter 11
case.

The report relates that the U.S. Trustee unsuccessfully argued
that a settlement shouldn't be approved and claims waived until
after the company describes what the claims might be.  The Justice
Department's bankruptcy watchdog said that releases of that sort
should only be given as part of a Chapter 11 plan.

The report says that the company responded by saying that "each
layer of the debtors' debt and capital structure" was consenting
to the settlement.

                    About National Envelope

National Envelope is the largest privately-help manufacturer of
envelopes in North America.  Headquartered in Frisco, Texas,
National Envelope has eight plants and 15 percent of the envelope
market.  Revenue of $427 million in 2012 resulted in a $60.1
million net loss, continuing an unbroken string of losses since
2007.

NE OPCO, Inc., doing business as National Envelope, along with
affiliate NEV Credit Holdings, Inc., filed petitions seeking
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-11483) on June 10, 2013.

The company disclosed liabilities including $148.4 million in
secured debt, with $37.5 million owing on a revolving credit and
$15.6 million on a secured term loan.  There is a $55.7 million
second-lien debt 82 percent held by a Gores Group LLC affiliate.

National Envelope, then known as NEC Holdings Corp., first sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on
June 10, 2010.  The business was bought by Gores Group LLC for
$208 million in a bankruptcy sale.

National Envelope, through NE OPCO, has returned to bankruptcy to
pursue a plan of reorganization or sell the assets as a going
concern via 11 U.S.C. Sec. 363.  The Debtor plans to facilitate a
sale of the business with publicly traded competitor Cenveo Inc.

In the new Chapter 11 case, the company has tapped the law firm
Richards, Layton & Finger as counsel, PricewaterhouseCoopers LLP
as financial adviser, and Epiq Bankruptcy Solutions as claims and
notice agent.

The Gores Group is represented by Weil, Gotshal and Manges LLP and
Lowenstein Landler LLP.  Salus Capital Partners, the DIP agent, is
represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht
& Tunnell LLP.   Wells Fargo Capital Finance, LLC, the prepetition
senior agent, is represented by Goldberg Kohn Ltd and DLA Piper.


NNN PARKWAY: Lender Wants to Foreclose on Georgia Property
----------------------------------------------------------
WBCMT 2007-C31 Amberpark Office Limited Partnership is asking the
U.S. Bankruptcy Court for the Central District of California for
an order granting relief from the automatic stay with respect to
NNN Parkway 400 26 LLC's property located 11720 and 11800 Amber
Park Drive in Alpharetta, Georgia.

WBCMT, assignee of holder of deed of trust, explains that, among
other things:

   -- WBCMT's interest in the collateral is not adequately
      protected; and

   -- the bankruptcy case was filed in bad faith.

As reported by the Troubled Company Reporter on July 18, 2013,
WBCMT has asked that the Court to dismiss the chapter 11 case of
the Debtor.

The motion will be heard before the Honorable Theodor C. Albert on
Aug. 7, 2013 at 10:00 a.m. in Courtroom 5B, United States
Bankruptcy Court, 411 West Fourth Street, Suite 6135, in Santa
Ana, California.

                        About NNN Parkway 400

NNN Parkway 400 26, LLC, filed a bare-bones Chapter 11 petition
(Bankr. C.D. Cal. Case No. 12-24593) in Santa Ana, California,
on Dec. 31, 2012.  According to the docket, the schedules of
assets and liabilities, the statement of financial affairs and
other incomplete filings are due Jan. 14, 2013.  Dana Point,
California-based NNN Parkway estimated assets and debts of
$10 million to $50 million.

The Law Office of Christine E. Baur and David A. Lee, Esq., at
Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP, represent the
Debtor.


NORSE ENERGY: To Sell New York Gas Leases in August
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Norse Energy Corp. USA, the holder of oil and gas
leases on 130,000 acres in central and western New York, is
proposing to sell the assets with bids due from potential buyers
by Aug. 21.

Katy Stech writing for Dow Jones' DBR Small Cap reports that
battling a group of upstate New York property owners over natural-
gas-drilling rights, officials at Norse Energy argued that the
wording of their roughly 1,400 lease agreements gives them the
power to extend the life of those leases because they couldn't
have anticipated the state's ban on drilling.

According to the Bloomberg report, there will be a hearing on July
25 for the bankruptcy judge to approve sale procedures.  Norse
wants a sale approval hearing on Sept. 24.  One or more purchasers
may end up buying the leases.  The secured lender will have the
ability to pay for the assets with debt rather than cash.

The Bloomberg report notes that the bankruptcy court extended the
company's exclusive right to propose a Chapter 11 plan until Oct.
22.  Norse said the New York governor issued an executive order in
December 2010 putting a moratorium on hydraulic fracturing.  In
January 2011, the company sent landowners a letter declaring a so-
called force majeure and explaining why it would be unable to
commence drilling.

                       About Norse Energy

Norse Energy Corp. ASA's U.S. subsidiary holding company, Norse
Energy Holdings, Inc., filed a voluntary petition for Chapter 11
bankruptcy protection (Bankr. W.D.N.Y. Case No. 12-13695) on
Dec. 7, 2012, estimating less than $50,000 in assets and less than
$100,000 in liabilities.  The Debtor is represented by Janet G.
Burhyte, Esq., at Gross, Shuman, Brizdle & Gilfillan, P.C., in
Buffalo, New York.  Judge Carl L. Bucki presides over the case.

The Company has a significant land position of 130,000 net acres
in New York State with certified 2C contingent resources of 951
MMBOE as of June 30, 2012.


NORTEL NETWORKS: Counsel Withdraws Appearance
---------------------------------------------
Nortel Networks Inc., et al., notified the U.S. Bankruptcy Court
for the District of Delaware that the appearance of Kerrin Klein,
Esq., of Cleary Gottlieb Steen & Hamilton LLP is withdrawn as
counsel for the Debtors.

The Debtors continue to be represented by James L. Bromley, Esq.,
and Lisa M. Schweitzer, Esq., at CLEARY GOTTLIEB STEEN & HAMILTON
LLP, in Wilmington, Delaware, and Ann C. Cordo, Esq., Eric D.
Schwartz, Esq., Derek C. Abbott, Esq., and Tamara K. Minott, Esq.,
at MORRIS, NICHOLS, ARSHT & TUNNELL LLP, in Wilmington, Delaware.

                       About Nortel Networks

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


NORTEL NETWORKS: Long-Term Disabled Workers Entitled to Severance
-----------------------------------------------------------------
Bankruptcy Judge Kevin Gross granted the motions filed by certain
long-term disabled individuals generally stylized as "Nortel US
Employee, Motion Compelling Debtors to Admit My Claim for
Severance as Valid per Nortel Networks Severance Allowance Plan
and Issue Payment; the Motion Compelling Debtors to Issue Payment
for Severance Per Nortel Networks Severance Allowance Plan Upon
Debtors Planned Termination of My Employment on June 30, 2013 by
Mark R. Janis, a Nortel U.S. LTD Employee" filed on June 3, 2013;
and all Joinders to the Janis Motion.

The so-called LTD Employees argue that they are entitled to
receive severance pay from Nortel because they meet all the
criteria in the Debtors' Severance Plans.

The Debtors responded that Nortel's historical practice has always
been to deny LTD Employees any severance unless they returned to
active status at work and were subsequently terminated.

Judge Gross held, however, that the Severance Plan's treatment of
LTD Employees is "at best ambiguous and, at worst, non-existent."
Additionally, Judge Gross said, all other documentation indicated
that the LTD Employees would be beneficiaries under the Severance
Plan.

"In light of this ambiguity and the reliance that LTD Employees
placed on these documents, it would be unjust for the Court to
hold that the LTD Employees are not covered by the Severance Plan.
Therefore, this Court finds that the LTD Employees are covered
under the Severance Plans and should receive an allowed general
unsecured claim to represent their interest in severance pay,"
Judge Gross said.

A copy of Judge Gross' July 16, 2013 Memorandum Opinion is
available at http://is.gd/mwqWhHfrom Leagle.com.

                        About Nortel Networks

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

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

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

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

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

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

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

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

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

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

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

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

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

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

U.S., U.K. and Canada creditors of Nortel Networks were engaged in
mediation.  Mediation, however, failed, leaving courts in the U.S.
and Canada with the chore of deciding how to divide $9 billion
generated from the liquidation of assets among creditors in the
U.S., Canada and Europe.


NORTEL NETWORKS: Hain Capital, Solus & TRC Buy Claims
-----------------------------------------------------
Several claims filed in the U.S. bankruptcy cases of Nortel
Networks Inc. have changed hands, according to court documednts
filed this month in Nortel's Chapter 11 case:

  Transferor               Transferee             Amount of Claim
  ----------               ----------             ---------------
  Daniel G. Ray            Hain Capital Holdings    Not disclosed
  Oral Sezer               Hain Capital Holdings    Not disclosed
  Continuous Computing     TRC Master Fund LLC            $41,000
    Corporation
  Tavares, Antonio         Fair Harbor Capital            $33,508
    Cesar                    LLC
  Heinrich, Christopher    Solus Recovery Fund II          $7,404
                             Master LP
                             Email:compliance@soluslp.com
  Hain Capital Holdings    Solus Recovery Fund II         $47,343
    LLC                      Master LP
  Walker, Judith F         Solus Recovery Fund II         $24,700
                             Master LP
  Reeves, Rita             Solus Recovery Fund II         $26,774
                             Master LP
  Robinson, Robert J.      Solus Recovery Fund II         $66,000
    III                      Master LP
  Reinke, Karl             Solus Recovery Fund II         $29,720
                             Master LP
  Kreiger, Jerry L.       Solus Recovery Fund II         $172,300
                             Master LP
  Weiss, Howard Eric      Solus Recovery Fund II          $31,536
                             Master LP
  Theresa North           Hain Capital Holdings     Not disclosed
  Bobbie Lambert          Hain Capital Holdings     Not disclosed
  Christal Kemp           Hain Capital Holdings     Not disclosed
  Timothy Hamill          Hain Capital Holdings     Not disclosed
  Terrence S. Campbell    Hain Capital Holdings     Not disclosed
  Donald S. Alderman      Hain Capital Holdings     Not disclosed
  Vincent Baumann         Hain Capital Holdings     Not disclosed
  Scott Clark             Hain Capital Holdings     Not disclosed
  John E. Garrison        Hain Capital Holdings     Not disclosed
  Linda F. Cooper         Hain Capital Holdings     Not disclosed
  Wanda R. Grammer        Hain Capital Holdings     Not disclosed
  James Broom             Hain Capital Holdings     Not disclosed
  Paul Dickerson Jr.      Hain Capital Holdings     Not disclosed
  Paul A. Parsons         Hain Capital Holdings     Not disclosed
  Keith Johnson           Hain Capital Holdings     Not disclosed
  Katina Joyner           Hain Capital Holdings     Not disclosed

                        About Nortel Networks

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

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

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

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

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

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

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

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

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

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

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

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

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

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

U.S., U.K. and Canada creditors of Nortel Networks were engaged in
mediation.  Mediation, however, failed, leaving courts in the U.S.
and Canada with the chore of deciding how to divide $9 billion
generated from the liquidation of assets among creditors in the
U.S., Canada and Europe.


NORTH AMERICAN ENERGY: Moody's Changes Ratings Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service affirmed North American Energy Partner's
(NAEP) B3 Corporate Family Rating (CFR), B3-PD Probability of
Default Rating (PDR), and Caa1 senior unsecured notes rating. The
outlook was changed to stable from negative. The Speculative Grade
Liquidity rating of SGL-3 was affirmed. "The change in outlook to
stable reflects NAEP's improved liquidity and leverage with the
sale of its piling division," said Terry Marshall, Moody's Senior
Vice President. "However, the sale increases NAEP's concentration
in the Canadian oil sands, a sector in which NAEP's anticipated
work flow can change suddenly as its customers adjust their annual
budgets."

Downgrades:

Issuer: North American Energy Partners, Inc.

Senior Unsecured Regular Bond/Debenture Apr 7, 2017, Downgraded to
a range of LGD4, 65 % from a range of LGD4, 63 %

Outlook Actions:

Issuer: North American Energy Partners, Inc.

Outlook, Changed To Stable from Negative

Affirmations:

Issuer: North American Energy Partners, Inc.

Probability of Default Rating, Affirmed B3-PD

Speculative Grade Liquidity Rating, Affirmed SGL-3

Corporate Family Rating, Affirmed B3

Senior Unsecured Regular Bond/Debenture Apr 7, 2017, Affirmed Caa1

Ratings Rationale:

The B3 Corporate Family Rating reflects NAEP's high concentration
in the Canadian oil sands sector and reliance on a few customers
that have the ability to unexpectedly defer and change the scope
of work performed by NAEP leading to sudden declines in revenue
and cash flow. The B3 rating is supported by the company's low
leverage as measured by debt to EBITDA and long-standing customer
relationships as a reliable service provider in the oil sands
mining sector.

The SGL-3 Speculative Grade Liquidity rating reflects adequate
liquidity. Pro forma for the closing of the July 2013 piling asset
sale, Moody's expects NAEP to have CAD82 million available, after
CAD3 million in letters of credit, under its CAD85 million
revolving credit facility due October 2014. Moody's expects CAD40
million of negative free cash flow through to June 30, 2013 to be
funded with equipment sales. NAEP should be in compliance with its
three financial covenants through this period. The company has
access to modest alternate liquidity through the sale of
underutilized or old equipment.

The CAD225 million senior unsecured notes are rated Caa1, one
notch below the CFR, reflecting the priority ranking of the
company's secured CAD85 million revolving credit facility.

The stable outlook reflects Moody's expectation that leverage will
remain below 4x and that margins will improve over the next few
years.

The rating could be raised if it appears that NAEP is able to
increase its diversification away from oil sands mining and
diversify its customer base while maintaining debt to EBITDA below
4x.

The rating could be downgraded if it appears that debt to EBITDA
is likely to rise towards 5x or if liquidity is constrained and
will be insufficient to meet the company's anticipated needs over
the succeeding 12 to 15 month period.

The principal methodology used in this rating was Global Oilfield
Services 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.

North American Energy Partners Inc. (NAEP), headquartered in
Edmonton, Alberta, primarily serves the Canadian oil sands sector
by providing services such as overburden removal, tailings
management, site reclamation, clearing and site preparation.


NORTHERN BEEF: Files for Bankruptcy in South Dakota
---------------------------------------------------
Northern Beef Packers LP, which operates a beef processing
facility that opened in October 2012, sought bankruptcy protection
from creditors (Bankr. D.S.D. Case No. 13-bk-10118).

Michael Bathon, substituting for Bloomberg News bankruptcy
columnist Bill Rochelle, reports that the company, based in
Aberdeen, South Dakota, listed debt of as much as $50 million and
assets of as much as $100 million in Chapter 11 documents filed
July 19 in U.S. Bankruptcy Court in its home town.  Northern Beef
Packers, originally envisioned in 2007, faced a "few setbacks,"
including flooding rains and the global recession, and began
production on Oct. 17, 2012, according to its website.

The report notes that the company fired 108 of its 420 employees
in April because of a working capital shortfall, the website of
the Mitchell, South Dakota, newspaper Daily Republic reported
July 22.

Northern Beef Packers owes its 20 largest unsecured creditors
about $8.1 million, court papers show.  The company doesn't expect
that any funds will be available to distribute to unsecured
creditors after any exempt property is excluded and administrative
expenses are paid.


OVERSEAS SHIPHOLDING: Sonar Credit and DACA Buy Claims
------------------------------------------------------
Two claims filed against Overseas Shipholding Group Inc. changed
hands, according to court documents filed July 16 and 17 in the
Debtor's case:

     Transferor               Transferee        Amount of Claim
     ----------               ----------        ---------------
     LSI Logistics LLC        DACA VI LLC                $3,881
     City Fire Equipment Co   Sonar Credit
                               Partners II LLC           $5,598

                    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.


PACIFIC THOMAS: Amends Disclosure Statement to Address Objections
-----------------------------------------------------------------
Pacific Thomas Corporation amended the disclosure statement
explaining its Plan of Reorganization to address objections raised
by two of its secured creditors.

The two secured creditors, Private Mortgage Fund LLC and Summit
Bank, complained that the previous version of the Disclosure
Statement did not contain "adequate information" as required by
the Bankruptcy Code.  Specifically, Private Mortgage complained
that the prior Disclosure Statement provides insufficient -- and
in some cases downright misleading -- information regarding, among
other things, the nature of the PTC's and its insiders'
relationship with Pacific Thomas Ventures, the events leading to
PTC's bankruptcy, PTC's previous efforts to retain refinancing
loans, the true nature of the security interests held on the real
property commonly known as 2783 East 12th Street, 2801 East 12th
Street, and 1111 29th Avenue, in Oakland, California, and the
Debtor's operations. Summit Bank pointed out that an examination
of a conditional commitment letter mentioned in the previous
Disclosure Statement showed that the Plan cannot be confirmed
based on a purported loan from Thorofare Capital.

The current version of the Disclosure Statement, dated July 11,
2013, proposes a restructuring plan with a refinance or sale
within 60 months.  The Debtor seeks to accomplish payments under
the Plan by restructuring notes secured by real property of the
estate held by Summit Bank, Bank of the West, Jacol, and Private
Mortgage, by restructuring notes secured by personal property and
real property of the estate, by restructuring liens levied by the
real estate taxing authorities, and by a full payoff off all
secured and general unsecured creditors within sixty months.

The secured creditors as well as the general unsecured creditors
of the estate will be paid the present value of their claim at a
market interest rate over a 60-month period through net income
generated from the Pacific Thomas Properties and/or through a
refinance or sale of the Pacific Thomas Properties.  The Effective
Date of the proposed Plan is projected to be September 31, 2013.
The first payment due under the plan based upon the projected
Effective Date is September 31.

A full-text copy of the Amended Disclosure Statement is available
for free at http://bankrupt.com/misc/PACIFICTHOMASds0711.pdf

Judge M. Elaine Hammond of the U.S. Bankruptcy Court for the
Northern District of California - Oakland Division, scheduled the
hearing to consider approval of the Amended Disclosure Statement
for Aug. 15, 2013, at 10:30 AM.  Last day to file objections is
Aug. 8.

Anne-Leith Matlock, Esq., at Matlock Law Group, P.C., in Walnut
Creek, California, represents the Debtor.

Scott E. Gizer, Esq. -- sgizer@earlysullivan.com -- Mary C.G.
Kaufman, Esq. -- mkaufman@earlysullivan.com -- at Early Sullivan
Wright Gizer & McRae LLP, in Los Angeles, California, represent
Private Mortgage.

Eric A. Nyberg, Esq. -- e.nyberg@kornfieldlaw.com -- and Chris D.
Kuhner, Esq. -- c.kuhner@kornfieldlaw.com -- at Kornfield, Nyberg,
Bendes & Kuhner, P.C., in Oakland, California, represent Summit
Bank.

                  About Pacific Thomas Corp.

Walnut Creek, California, Pacific Thomas Corporation filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in
Oakland on Aug. 6, 2012, estimating in excess of $10 million in
assets and liabilities.

The Debtor is related to Pacific Thomas Capital, which specializes
in real estate services, focusing on the investment, ownership and
development of commercial real estate properties, according to
http://www.pacificthomas.com/ Real estate activities has spanned
throughout the Hawaiian Islands as well as U.S. West Coast
locations in California, Nevada, Arizona and Utah.  Hawaii based
activities are managed under the name Thomas Capital Investments.

Bankruptcy Judge M. Elaine Hammond presides over the case.  Anne-
Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general
counsel.  The petition was signed by Jill V. Worsley, COO,
secretary.  Kyle Everett was named Chapter 11 Trustee of the
Debtor.

In its schedules, the Debtor disclosed $19,960,679 in assets and
$16,482,475 in liabilities as of the petition date.


PATRIOT COAL: Investors Slam Execs' Bid to Ditch Fraud Suit
-----------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that shareholders
suing two former Patriot Coal Corp. executives urged a Missouri
federal judge to keep the putative class action alive, saying they
properly alleged that the brass knew of the now-bankrupt company's
lousy financial condition when it implemented a $45 million
cleanup of selenium discharges.

According to the report, the shareholders argued that U.S.
District Judge Stephen N. Limbaugh Jr. should reject the
executives' motion to dismiss the suit, which was based on the
argument that the shareholders did not adequately allege scienter.

The suit was launched in September, the report said.

The case is Espinoza v. Whiting et al., Case No. 4:12-cv-01711
(E.D. Mo.).

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PENSON WORLDWIDE: Seeks Court Approval of ADR Procedures
--------------------------------------------------------
Penson Worldwide, Inc., and its affiliated debtors seek the
Court's authority to implement alternative dispute resolution
procedures to facilitate the efficient resolution of the
unliquidated, complex or litigation claims, referred to as
Designated Claims, filed against them.

The Debtors seek to resolve claims and distribute the proceeds
from the liquidation of their assets pursuant to the Plan as
efficiently and expeditiously as possible.  Therefore, the Debtors
have begun their claims reconciliation efforts, and although there
have only been approximately 400 proofs of claim filed in the
Chapter 11 cases, of these, approximately 150 proofs of claim are
either unliquidated, have what the Debtors believe to be an
excessive and/or unsubstantiated claim amount, present complex
issues of law and/or fact, or some combination (or all) of the
foregoing.  These disputed claims, if left unresolved, will
undermine the Debtors' ability to distribute meaningful value to
their creditors in an acceptable timeframe, says counsel for the
Debtors, Kenneth J. Enos, Esq., at Young Conaway Stargatt &
Taylor, LLP.

According to Mr. Enos, the proposed ADR Procedures provide a
structure that will (a) promote direct settlement discussions and
allow claimants the opportunity to fully development and support
their claims; and (b) absent a settlement as a result of direct
discussions between the parties, promote resolution of the
Designated Claims through mediation or arbitration with the
assistance of a neutral outside party.  The proposed ADR
Procedures are modeled after similar procedures approved in a
number of large and complex chapter 11 cases.

The Debtors have consulted with the Committee with respect to the
ADR Procedures, and the Committee supports the relief requested.

Penson is also represented by Pauline K. Morgan, Esq., Ryan M.
Bartley, Esq., Ashley E. Markow, Esq., of Young Conaway Stargatt &
Taylor, LLP, and Andrew N. Rosenberg, Esq., and Oksana Lashko,
Esq., of Paul, Weiss, Rifkind, Wharton & Garrison LLP.

                    About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PENSON WORLDWIDE: Arbco Chapter 7 Trustee Wants Stay Lifted
-----------------------------------------------------------
Richard O'Connell, as Chapter 7 trustee for the New York
bankruptcy estate of Arbco Capital Management LLP, asks the U.S.
Bankruptcy Court for the District of Delaware to vacate the
automatic stay to permit the New York Bankruptcy Court to fix his
claim against one of the Debtors, Penson Financial Services, Inc.,
in connection with a pre-petition adversary proceeding (O'Connell
v. Penson Financial Service Inc., Adv. Pro. No. 09-01519),
currently pending in the United States Bankruptcy Court for the
Southern District of New York (Case No. 07-13283).

The NY Trustee has asserted a claim for more than $10 million,
arising out of litigation relating to Penson's prior involvement
with Arbco and its affiliates.  Penson allegedly received a total
sum of at least $10,927,500 from Arbco and its affiliates within
the two year period prior to the commencement of bankruptcy
proceedings.

Early on, Penson moved immediately to dismiss the complaint and
thereafter moved to withdraw the reference to the District Court.
The motion to withdraw the reference was denied pursuant to
decision dated July 12, 2012.  Consequently, a Second Amended
Complaint was filed, and on September 27, 2012, Penson renewed its
motion to dismiss the Second Amended Complaint.

Scott J. Leonhardt, Esq. at The Rosner Law Group LLC, asserts that
denial of stay relief imposes undue hardship on the NY Trustee.
Notably, he says, the administration of the Arbco bankruptcy
cannot be completed until the claim against Penson is fully
liquidated.  This may take significantly more time if the parties
start anew in Delaware rather than proceeding to conclusion in New
York, he notes. Additionally, the costs to the Arbco estate will
be higher as the NY Trustee may be required to retain two sets of
attorneys to deal with litigation in both states. In a very real
sense, the inability to complete the matter in New York could
exhaust all available assets at the NY Trustee's disposal, Mr.
Leonhardt contends.

"[W]hile it is difficult to predict the outcome of decisions in
litigated matters, the consensus appears that one or more of the
NY Trustee's claims will survive. Thus, there is a reasonable
likelihood of some success, further warranting stay relief," Mr.
Leonhardt asserts.

Mr. O'Connell filed his request along with a companion motion to
shorten notice period by one day.  On July 11, 2013, the Court
entered an order Shortening Notice Period.

A hearing on the motion will be held on July 31, 2013, at 10:00
a.m. (EST) before the Honorable Peter J. Walsh at the
United States Bankruptcy Court for the District of Delaware.

Objections to the Motion must be filed on or before July 25, 2013,
at 10:00 a.m. (Eastern Time).

Frederick B. Rosner, Esq., and Scott J. Leonhardt, Esq. at The
Rosner Law Group LLC, and Kevin J. Nash, Esq., at Goldberg Weprin
Finkel Goldstein LLP also represent Mr. O'Connell.

                      About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PENSON WORLDWIDE: Asks Court to Further Extend Exclusive Periods
----------------------------------------------------------------
Penson Worldwide, Inc., and its affiliated debtors asks the Court
to enter an order further extending the periods within which only
they may file a Chapter 11 plan and solicit acceptances of the
Plan by 60 days.

By order dated June 7, 2013, the Court approved the Debtors' Third
Amended Disclosure Statement with respect to their Joint
Liquidation Plan as containing adequate information within the
meaning of Section 1125 of the Bankruptcy Code. The Debtors are in
the process of soliciting acceptances of the Plan, and the hearing
to consider confirmation of the Plan is currently scheduled for
July 31, 2013, at 10:00 a.m. (prevailing Eastern Time).

Unless extended, the Debtors' Plan Period and Solicitation Period
will expire on July 12, 2013, and September 9, 2013, respectively.
The Debtors seek to extend the Plan Period and Solicitation
Period through and including September 10, 2013, and November 8,
2013, respectively, without prejudice to their right to seek
further extensions of the Exclusive Periods, as may be appropriate
under the circumstances. This is the Debtors' second request to
extend the Exclusive Periods.

Although the Debtors believe that the Plan will be confirmed in
the near future, the Debtors are seeking to extend the Exclusive
Periods out of an abundance of caution. To the extent any issues
arise with respect to confirmation of the Plan, the extension of
the Exclusive Periods will promote an orderly environment within
which the relevant parties can work out a consensual resolution of
those issues, Kenneth J. Enos, Esq., at Young Conaway Stargatt &
Taylor, LLP, relates.

The Debtors are also represented by Pauline K. Morgan, Esq., Ryan
M. Bartley, Esq., Ashley E. Markow, Esq., of Young Conaway
Stargatt & Taylor, LLP, and Andrew N. Rosenberg, Esq., and Oksana
Lashko, Esq., of Paul, Weiss, Rifkind, Wharton & Garrison LLP.

                    About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PITT PENN: Chapter 11 Trustee Wants Pavia as Litigation Counsel
---------------------------------------------------------------
Norman Pernick, the Chapter 11 trustee for Pitt Penn Holdings Co.,
et al., asks the U.S. Bankruptcy Court for the District of
Delaware, in a supplemental application, to modify the retention
of Pavia & Harcourt LLP as special litigation counsel.

The trustee explains that modification of P&H's employment as
special litigation counsel to the Debtor is needed to provide that
P&H is being retained as special litigation counsel of the
trustee.

P&H will, among other things:

   -- continue prosecuting the adversary proceedings the Debtor
     is currently involved with; and

   -- take over prosecution of additional matters the Debtor
      previously brought and which share many of the same factual
      and legal issues as the litigation matters.

As reported by the Troubled Company Reporter on July 17, 2013, the
Debtors related that it had filed a Chapter 11 Plan while Omtammot
LLC have proposed competing plans of reorganization.  These
competing Plans and litigation from the Omtammot Plan and other
issues between the Debtor and Omtammot cause the cases to progress
at a pace which prompted the Court to issue an oral show cause
order as to why the cases must not be converted to cases under
Chapter 7 of the Bankruptcy Code.

Cole Schotz, Meisel, Forman & Leonard, P.A., as bankruptcy counsel
for the Debtors, and P&H will make every effort to minimize
duplication of their work.

To the best of the Chapter 11 trustee's knowledge, P&H has not
provided services to the Debtor's creditors, equity security
holders, or other parties in interest, or their respective
attorneys, in any matter relating to the Debtors or their estates.

           About Pitt Penn and Industrial Enterprises

Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each
filed voluntary petitions for Chapter 11 relief (Bankr. D. Del.
Case Nos. 09-11475 and 09-11476) on April 30, 2009.  Industrial
Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed
for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on
May 1, 2009.  EMC Packaging, Inc., filed a voluntary petition for
Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4,
2009.  Unifide Industries, LLC, and Today's Way Manufacturing LLC,
each filed a voluntary petition for Chapter 11 relief (Bankr. D.
Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009.

PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of
IEAM.  The cases are jointly administered under Case No. 09-11475.

Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington,
Del., represents the Debtors as counsel.  In its petition,
Industrial Enterprises disclosed total assets of $50,476,697 and
total debts of $17,853,997.

Industrial Enterprises originally operated as a holding company
with four wholly owned subsidiaries, PPH, EMC, Unifide, and
Today's Way.  PPH, through its wholly owned subsidiary, PPO, was a
leading manufacturer, marketer and seller of automotive chemicals
and additives.

EMC's original business consisted of converting hydrofluorocarbon
gases R134a and R152a into branded private label refrigerant and
propellant products.  Unifide was a leading marketer and seller of
automotive chemicals and additives.  Today's Way manufactured and
packaged the products which were sold by Unifide.

Norman L. Pernick was appointed as the chapter 11 trustee for the
Debtors.  The trustee tapped Cole, Schotz, Meisel, Forman &
leonard, P.A., as counsel, and CohnReznick LLP as his exclusive
financial advisor.


PMC MARKETING: Office Park's Summary Judgment Bid Denied
--------------------------------------------------------
Bankruptcy Judge Brian K. Tester denied the defendant's Motion for
Summary Judgment in the lawsuit, Noreen Wiscovitch Rentas, as
Chapter 7 Trustee of PMC Marketing Corp., Plaintiff vs Office Park
Inc., et al., Defendants, Adv. No. 12-0075 (Bankr. P.R.).

PMC Marketing Corp. filed a voluntary Chapter 11 bankruptcy
petition on March 18, 2009 (Bankr. P.R., Case No. 09-02048).  The
case was converted into a Chapter 7 proceeding on May 21, 2010.

The adversary complaint was filed by the Chapter 7 Trustee on
March 2, 2012 to recover funds to the estate from the Defendant.
The Defendant asserted that its executory contract was assumed by
the Debtor in October 2009, and the alleged payment of $35,000
was not paid by the Debtor to it and was within 90 days of the
Chapter 7 case conversion.

Judge Tester held that the Plaintiff presented sufficient evidence
to demonstrate that there are genuine issues of material facts in
dispute for a trial.

The Bankruptcy Court's July 5, 2013 Opinion and Order is available
at http://is.gd/OyCLEGfrom Leagle.com.

The Chapter 11 Trustee's contact information is:

          Noreen Wiscovitch-Rentas
          PMB 136
          400 Calaf Street
          San Juan, PR 00918
          E-mail: noreen@nwr-law.com
          Phone: (787)946-0132


PROCTOR HOSPITAL: S&P Cuts Rating on IL's Refunding Bonds to 'BB-'
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB-' from 'BB+' on the Illinois Health Facilities Authority's
$22.5 million series 2006A fixed-rate revenue refunding bonds
issued for Proctor Hospital.  The outlook is negative.

"The rating action reflects our view of the hospital's
considerable drop in cash as a result of additional spending
required for its electronic health records (EHR) installation,
which in turn resulted in an increase in receivables and operating
losses in fiscal 2012," said Standard & Poor's credit analyst
Avanti Paul.

The 'BB-' rating further reflects S&P's view of Proctor's:

   -- Small, competitive service area;

   -- High reliance on the top 10 physician admitters;

   -- Operating losses in fiscal 2012 that have continued in
      fiscal 2013 to date;

   -- Covenant violations for the hospital's privately placed debt
      although the hospital has received waivers;

   -- Cash decline resulting from unanticipated spending related
      to the EHR installation and consequent growth in
      receivables;

   -- Moderately high debt levels; and

   -- High average age of plant.

The negative outlook reflects S&P's view of the hospital's balance
sheet deterioration and operating losses, primarily resulting from
the hospital's EHR installation in 2012, and volume softness in
fiscal 2013 to date.


READER'S DIGEST: DEMG Files Liquidation Plan
--------------------------------------------
Reader's Digest's affiliate, Direct Entertainment Media Group,
Inc., filed with the U.S. Bankruptcy Court for the Southern
District of New York a plan of liquidation and accompanying
disclosure statement.

DEMG is a non-operating subsidiary of RDA Holding having sold
certain of its assets and ceased all operations in July 2012.
Prior to July 2012, DEMG's primary business included the sale of
the Ab Circle Pro and certain other direct marketed products.
After the sale of the Ab Circle Pro, DEMG decided to file its
Chapter 11 case to liquidate its liabilities and maximize its
remaining assets, rather than try and reorganize or rehabilitate
any ongoing business.  Accordingly, DEMG has decided to wind up
its business and affairs and proposes the DEMG Plan to effectuate
a wind up of its affairs leading ultimately to DEMG's dissolution
as a corporation under applicable law.  DEMG proposes its plan of
liquidation to maximize distributions to its creditors.

The DEMG Plan implements several consensual settlement agreements
negotiated among DEMG, the Reorganization Plan Debtors, the
Official Committee of Unsecured Creditors, the United States
Federal Trade Commission, and DEMG's major stakeholders, including
Wells Fargo Principal Lending, LLC, and an ad hoc committee
comprised of holders of more than two-thirds of the Debtors'
Floating Rate Senior Secured Notes due 2017.  These agreements
provide for, among other things:

   (a) the allowance of a general unsecured claim in favor of DEMG
       against Reader's Digest in the amount of $7,290,327;

   (b) an advance from Reader's Digest, if needed, in an amount up
       to $50,000 to defray the costs of implementing and
       administering the DEMG Plan and the wind down of DEMG's
       affairs; and

   (c) the waiver by the Reorganization Plan Debtors of any and
       all claims against DEMG based upon the payment by the
       Reorganization Plan Debtors of DEMG's allocable share of
       the costs of administering the Chapter 11 Cases incurred
       prior to the Reorganization Plan Effective Date.

Substantially all of DEMG's assets are subject to valid and
perfected liens held by the DIP Lenders, 2012 Senior Credit
Agreement Lenders and the Senior Noteholders, which require
payment in full prior to distributions to holders of unsecured
claims against DEMG. The Reorganization Plan provides that those
liens will be released on the Reorganization Plan Effective Date.
DEMG's principal asset is its $7,290,327 claim against RDA, with
respect to which DEMG is expected to receive a cash distribution
of approximately $250,000.  That distribution would be subject to
the liens of the DIP Lenders, Senior Lenders and Senior
Noteholders and would not be available for distribution to DEMG's
unsecured creditors.

Moreover, while the Senior Noteholders have a substantial
unsecured claim against DEMG, they have also agreed to waive their
distribution on account of their Pro Rata share of cash otherwise
distributable to general unsecured creditors of DEMG.  While a
portion of the cash distribution to be received by DEMG under the
Reorganization Plan may be consumed to pay higher priority
administrative claims before payments can be made to DEMG's
general unsecured creditors, the Parent Advance provides
additional assurance that most, if not all, of the anticipated
$250,000 distribution will be available for distribution to
holders of Allowed General Unsecured Claims against DEMG.

The DEMG Plan provides for monetization of DEMG's limited
remaining property interests and the distribution of the proceeds
to holders of Allowed Claims, including the distribution of all
Available Cash to holders of Allowed General Unsecured Claims.
The Available Cash will be held in a segregated non-interest
bearing account maintained by Reader's Digest as Disbursing Agent.
Reasonable expenses incurred by Reader's Digest, as Disbursing
Agent, will be reimbursed by the Liquidating Debtor.

DEMG believes that Confirmation of the DEMG Plan, will maximize
distributions to creditors and that any alternative plan or move
to convert the DEMG Case to a case under chapter 7 of the
Bankruptcy Code or dismissal of the DEMG Case could result in
significant delays, litigation and additional costs.

DEMG asks the Court to approve the Disclosure Statement as having
adequate information pursuant to Section 1125 of the Bankruptcy
Code.  DEMG also asks the Court to approve procedures governing
the solicitation and confirmation of its Liquidation Plan.  A
hearing on DEMG's request will be on Aug. 21, 2013 at 10:00 a.m.
(Eastern Time).  Objections are due Aug. 16.

A full-text copy of the Liquidation Plan, dated July 17, 2013, is
available for free at http://bankrupt.com/misc/DEMGds0717.pdf

Barry N. Seidel, Esq., Katie L. Weinstein, Esq., and Evan J.
Zucker, Esq., at DICKSTEIN SHAPIRO LLP, in New York, and Joseph H.
Smolinsky, Esq., Marcia L. Goldstein, Esq., and Matthew P. Goren,
Esq., at WEIL, GOTSHAL & MANGES LLP, in New York, represent DEMG.

                       About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands.  For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013,
with an agreement with major stakeholders for a pre-negotiated
chapter 11 restructuring.  Under the plan, the Debtor will issue
the new stock to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and total
liabilities of $1,184,500,000 as of the Petition Date.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.

The plan in the new Chapter 11 case provides that holders of
allowed general unsecured claims in such sub-class will receive
their pro rata share of the GUC distribution; holders of allowed
general unsecured claims of Reader's Digest will also receive
their pro rata share of the RDA GUC distribution and the senior
noteholder deficiency claims in such sub-class will be deemed
waived solely for purposes of participating in the GUC
distribution and the RDA GUC distribution.

The Official Committee of Unsecured Creditors is represented by
Otterbourg, Steindler, Houston & Rosen, P.C.  The Committee tapped
Alvarez & Marsal North America, LLC, as financial advisors.


SPORTSMAN'S LINK: 11th Cir. Upholds Order vs Owner in Legal Suit
----------------------------------------------------------------
The U.S. Court of Appeals for the Eleventh Circuit upheld a
district court's grant of summary judgment in favor of attorneys
in a legal malpractice lawsuit brought by the owner of Sportsman's
Link Inc., Sohail Abdulla.

Mr. Abdulla initially contended that his attorney, Scott Klosinski
and the law firms of Klosinski Overstreet, LLP, and Johnston,
Wilkin & Williams committed legal malpractice and breached their
fiduciary duties to him by advising him to sign a personal
guaranty for his business and by allowing default judgment to be
entered against him while he was out of the country.

In a July 10, 2013 Order available at http://is.gd/sidIv3from
Leagle.com, the Eleventh Circuit sided with the district court's
previous finding and concluded that Mr. Abdulla has not shown that
any alleged wrongdoing by his attorneys proximately caused his
damages.

The appeals case is SOHAIL M. ABDULLA, Plaintiff-Appellant,
v. SCOTT J. KLOSINSKI, KLOSINSKI OVERSTREET, LLP, JOHNSTON, WILKIN
& WILLIAMS, Defendants-Appellees, THE ESTATE OF WILLIAM J.
WILLIAMS, Defendant, Case No. 12-15448 (11th Cir.).

                      About Sportsman's Link

Sportsman's Link Inc., an Augusta, Georgia-based manufacturer and
seller of fishing and hunting equipment, and firearms, filed for
Chapter 11 bankruptcy (Bankr. S.D. Ga. Case No. 07-10454) on
March 13, 2007, estimating $1 million to $100 million in both
assets and debts.

On Oct. 9, 2007, the Debtor filed a Chapter 11 Plan and Disclosure
Statement.  On June 18, 2008, Georgia Bank and Trust Company of
Augusta sought relief from the automatic stay.

On July 22, 2008, the case was converted to Chapter 7; Edward J.
Coleman was appointed as Chapter 7 trustee; and GB&T's Motion for
Relief from Stay was granted.


SUN MERGER: $100MM Loan Increase No Impact on Moody's Ratings
-------------------------------------------------------------
In an Issuer Comment, Moody's Investors Service stated that last
week's $100 million increase to Sun Merger Sub, Inc.'s note
offering to $900 million from $800 million does not affect the
ratings of Sun Merger or Smithfield Foods, Inc. Proceeds from the
offering will partially fund the pending $7.1 billion leveraged
acquisition of Smithfield by Shuanghui International Holdings
Limited, the parent of Sun Merger.

The new notes will be issued in two tranches of 5-year 5.250%
senior notes and 8-year 5.875% senior notes and will become direct
obligations of Smithfield through the merger of Sun Merger into
Smithfield. Shuanghui will not guarantee any new or existing debt
at Smithfield.

Moody's Issuer Comment, "Increase in Sun Merger's note offering to
$900 million does not affect ratings."

Sun Merger Sub, Inc. (B1 Corporate Family Rating) is a wholly
owned subsidiary of Shuanghui International Holdings, Inc. and was
formed solely for the purpose of acquiring Smithfield. Shuanghui,
based in the Cayman Islands, is an investment holding company that
controls the largest poultry producer in China (Henan Shuanghui
Investment & Development Co., Ltd). Shuanghui, currently an
important Smithfield export customer, intends to operate
Smithfield as a wholly-owned independent operating subsidiary.

Smithfield Foods, Inc. (Ba3 Corporate Family Rating, under review
for downgrade), headquartered in Smithfield, Virginia, is the
world's largest pork producer and processor. Sales for the fiscal
year ended April 28, 2013 were approximately $13.2 billion.


TALLGRASS ENERGY: Decision on CCAA Application Deferred to July 26
------------------------------------------------------------------
Tallgrass Energy Corp. disclosed that, the Company's application
for protection under the CCAA was heard on July 24 by the Alberta
Court of Queen's Bench and the Court has reserved its decision in
respect of the Company's CCAA application and the competing
application of the secured creditors to appoint a receiver until
Friday, July 26, 2013 at 3:00 p.m.  The interim stay of
proceedings obtained from its creditors on July 17, 2013 was
further extended until Friday July 26, 2013 pursuant to an order
of the Court granted on July 24.

The Interim Stay has been put in place by the Court in order to
allow the Company to stabilize its affairs.  The Company is
entitled by the terms of the Interim Stay to manage its day to day
affairs.  The Interim Stay also provides that, among other things,
during the Stay Period:

1. No proceedings may be commenced against the Company or its
property;

2. All rights and remedies of any person are stayed and suspended
and shall not be commenced or proceeded with except leave of the
Court;

3. No person shall accelerate, suspend, discontinue, fail to
honor, alter, interfere with, repudiate, terminate or cease to
perform any right, renewal right, contract, agreement, license or
permit in favor of or held by the Company;

4. All persons are obligated to continue to provide services under
agreements currently in place with the Company and are restrained
from discontinuing, altering, interfering with, suspending or
terminating the supply of such goods or services as may be
required by the Company or exercise any other remedy provided
under such agreements or arrangements; and

5. No proceedings may be commenced or continued against any of the
former, current or future directors or officers of the Company
with respect to any claim against directors or officers that arose
before the date of the Order.

Recently, TEC has been hampered by liquidity challenges due to a
number of market driven and production issues associated with its
assets.  The Interim Stay stays creditors and others from
enforcing rights against TEC.  TEC will issue a further press
release on or before July 26, 2013 which will provide an update on
its application for protection under the CCAA.

While under the Interim Stay, the Board of Directors maintains its
usual role and management of TEC remains responsible for the day-
to-day operations of the company.

Managing the relationships with TEC's counterparties through the
recent uncertainty has absorbed considerable staff resources.  At
the current time, Management and the Board of Directors are
actively focusing on obtaining CCAA protection so that it can
develop an effective Plan of Arrangement or Compromise to fulfill
the requirements of CCAA protection.  Every effort will be made to
ensure that all stakeholders in TEC are kept informed of
developments affecting TEC as they occur.

Headquartered in Calgary, Tallgrass Energy Corp., formerly Anglo
Canadian Oil Corp. -- http://www.tallgrassenergy.ca-- is a junior
oil and gas company engaged in the exploration, development and
exploitation of oil and gas reserves in Western Canada.  Anglo has
a land position in the oil rich Nordegg Member formation,
comprising 269 sections (172,160 acres) in and around the Grande
Prairie region of North Western Alberta.  Anglo holds a 100%
interest in this dominant position.  In March 2011, Anglo secured
34,456 net hectares of lands principally targeting the Duvernay
and Beaverhill Lake oil prone formations in Central Alberta.
Anglo produces heavy oil from its 20 section (12,800) 100%
interest in a Bakken play in South West Saskatchewan.  Its
properties include Nordegg Play and Bakken Play.  Effective
December 31, 2012, Anglo and Tallgrass Energy Corp. (Tallgrass)
completed a plan of arrangement (the Arrangement) the amalgamation
of Anglo and Tallgrass.  The resulting amalgamated company
continue under the name Tallgrass Energy Corp.


TATA CHEMICALS: Moody's Assigns First-Time Ba3 Corp Family Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 Corporate Family Rating
to Tata Chemicals North America Inc. Moody's also assigned a Ba3
rating to the firm's $315 million term loan B due 2020 and Ba3
rating to the $25 million revolving credit facility due 2018.
Proceeds from the term loan will be used to refinance the existing
credit facility and meet transaction costs and expenses. The
revolver is not expected to be drawn at closing. A speculative
grade liquidity rating of SGL-2 was also assigned. The ratings are
subject to a final review of documentation and the closing of the
financing with the terms and structure described to Moody's. The
outlook is stable.

The following summarizes the ratings activity:

Tata Chemicals North America, Inc.

Ratings assigned:

Corporate Family Rating -- Ba3

Probability of Default Rating -- Ba3-PD

$315 mm Sr secured term loan B due 2020- Ba3 (LGD4, 59%)

$25 mm Sr secured revolving credit facility due 2018 -- Ba3
(LGD4, 59%)

Speculative Grade Liquidity - SGL-2

Ratings outlook -- Stable

Ratings Rationale:

TCNA's Ba3 CFR reflects the company's high margins, reasonable
leverage and strong cash flow from operations. EBITDA margins for
the past four years have been in the low 30% range, while the
company has produced consistent amounts of positive cash flow from
operations. The ratings are supported by TCNA's market share in
the soda ash business, and synergies with its parent, Tata
Chemicals Limited, which is also a producer of soda ash. The low
cost production capabilities, compared to synthetic soda ash
producers, as a result of the long-lived trona reserves at its
Green River Basin mine, and significant barriers to entry based on
permitting and high capital requirements to start a new mine also
support the ratings. The company's long lasting customer
relationships with leading North American consumers of soda ash
and joint ventures with two large customers that support ongoing
relationships are also favorable to steady ongoing earnings.

The ratings are constrained by the company's relatively modest
size (approximately $500 million in revenues) when compared to its
peers within the chemicals space, its single commodity product
line, customer concentration (almost 50% of revenues from the top
two customers, although the ANSAC business represent sales to many
international customers), and single production site risk.

TCNA is a holding company that is reliant on its operating
subsidiaries for cash flow to service its debt. Moody's assumes
that the company will retain sufficient cash balances to service
its debt during periods when the cash flow from its subsidiaries'
operations decline or experience volatility.

All of TCNA's soda ash operations are contained in its 75% owned
indirect subsidiary, Tata Chemicals (Soda Ash) Partners (TCSAP),
and two joint ventures in which TCSAP participates. TCNA fully
consolidates the operating results of TCNA, and as a result, when
calculating credit metrics, Moody's adjusts for the minority
interest to more accurately reflect the profits and cash flows of
TCSAP available to service TCNA's debt. Leverage is estimated to
be 4.2x as of March 31, 2013, after Moody's standard analytical
adjustments which add $119 million to debt for unfunded pension
liabilities and operating leases as well as adjust EBITDA for
earnings attributable to the 25% minority interest in TCSAP
Holdings held by Owens-Illinois.

The outlook is stable. There is limited upside to the rating
because of TCNA's small size. The holding company structure of the
entity limits the rating because it is reliant on dividends from
the operating company (TCSAP), while TCSAP provides no guarantee
TCNA's debt. Moody's would consider an upgrade if leverage falls
toward 3.0x (as adjusted using Moody's standard analytical
adjustments and considering the minority interest held in TCSAP).
The ratings could be downgraded if TCNA's leverage ratio were to
rise above 4.5x, or if there was a change in the dividend
arrangement that supports interest payments and earnings at TCNA.

The SGL-2 rating reflects the company's good liquidity, which is
supported by its cash balances, revolving credit facility and cash
flow generation. Cash balances were approximately $74 million as
of March 31, 2013. The company has produced positive cash flow
from operations for the past four years and benefits from low
maintenance capital expenditure requirements ($13-15 million per
year). Moody's expects the company to generate positive cash flow
from operations during 2014-2015. Secondary liquidity is provided
by the proposed $25 million five year cash flow revolver, which
will be undrawn at close and fully available. The revolving credit
facility will not contain financial covenants.

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.

Tata Chemicals North America Inc. (TCNA) is a holding company
which owns 75% of the operating entity, Tata Chemicals Soda Ash
Partnership (TCSAP) - the remaining 25% of TCSAP is owned by
Owens-Illinois Inc. (Ba2, stable), which is the world's largest
manufacturer of glass containers. TCSAP is a natural soda ash
producer with mines located at Green River Basin in Wyoming, which
has one of the world's largest, purest, and most economically
recoverable trona ore deposits that is readily convertible to soda
ash. TCSAP has 2.54 million metric tons of annual production
capacity. TCNA reported revenues of $492 million for the fiscal
year ended March 31, 2013.


TATA CHEMICALS: S&P Assigns 'B+' Corp. Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B+'
corporate credit rating to Tata Chemicals North America Inc.  The
outlook is stable.

At the same time, S&P assigned a 'BB' issue-level rating and '1'
recovery rating to TCNA's proposed $25 million senior secured
revolving credit facility maturing in 2018 and $315 million senior
secured term loan maturing in 2020, based on preliminary terms and
conditions.  The '1' recovery rating indicates S&P's expectation
of very high (90% to 100%) recovery in the event of a payment
default.

The company plans to use the term loan proceeds and cash on hand
to refinance existing debt and fund transaction fees and expenses.
S&P expects the new $25 million revolving credit facility will be
undrawn at close of the transaction.

"The ratings on TCNA reflect our assessment of the company's
business risk profile as vulnerable and financial risk profile as
aggressive," said Standard & Poor's credit analyst Daniel Krauss.

TCNA's stand-alone credit profile is 'b'.  S&P's ratings factors
in one notch of uplift for its assessment of support from parent
Tata Chemicals Ltd. (TCL).  With annual revenues of about
$500 million, TCNA is a leading North American producer of natural
soda ash in the Green River Basin of Wyoming.  Soda ash is a key
raw material used to make a variety of products, including glass,
which represents over half of global soda ash demand, as well as
baking soda and powdered detergent.

The outlook is stable.  S&P expects that the cost advantage for
natural soda ash producers should continue over at least the next
few years, allowing TCNA to continue to generate solid EBITDA
margins.  S&P assumes that the parent company will remain
supportive of credit quality and, therefore, S&P has not factored
into its analysis any additional large dividends or debt-funded
acquisitions.  Based on S&P's scenario forecasts, it expects the
company will generate modest free cash flow and maintain adequate
liquidity over the next year.

S&P could raise the ratings by one notch if EBITDA margins
improved by 200 basis points or more from S&P's expectations,
coupled with modest revenue growth.  In this scenario, S&P would
expect debt to EBITDA to consistently be below 4x.  S&P could also
consider a modest upgrade if cash flow generation is more robust
than it expects, allowing the company to reduce debt and maintain
an FFO-to-total-debt ratio consistently above 20%.

The ratings could come under pressure if the downside risks to
S&P's forecast were to materialize, such as a significant
disruption to the operating site, a substantial reduction in
demand for soda ash, or the company encountering difficulties
sourcing key raw materials.  Based on S&P's downside scenario, it
could consider a one-notch downgrade if revenues fell by 15%,
coupled with a drop in EBITDA margins of 200 basis points or more
from S&P's current expectations.  At this point, S&P would expect
that debt to EBITDA would increase to above 5x.  Although unlikely
given S&P's current assessment of TCNA's relationship to its
parent, S&P could lower the ratings if it no longer viewed TCNA as
having strategic importance to TCL.


TAYLOR, MI: Moody's Affirms 'Ba1' Rating on $31MM GO Debt
---------------------------------------------------------
Moody's Investors Service has affirmed the City of Taylor's (MI)
Ba1 general obligation (GO) rating. The city has $116.2 million of
GO debt, of which $31.2 million is Moody's rated. The outlook
remains negative.

Ratings Rationale:

The city's outstanding General Obligation (GO) limited tax debt is
secured by the city's general obligation limited tax pledge
subject to constitutional, statutory, and charter tax rate
limitations. Affirmation of the Ba1 rating reflects the city's
distressed financial position that is expected to improve, large
tax base, and average debt burden. The negative outlook is based
on continuing financial challenges facing the city including the
need to eliminate a large deficit General Fund balance and the
city's vulnerability to any future revenue declines or expenditure
pressures.

Strengths

- Recent expenditure reductions, which management reports will
   lead to an operating surplus for 2013

- Large tax base

Challenges

- Significant declines in the tax base, which has led to
   declining revenues

- Underperforming Brownfield TIF district requiring General Fund
   support for debt service

- Limited financial flexibility

- Above average unfunded pension obligations

Outlook

The continuation of the negative outlook reflects ongoing
financial challenges facing the city including the need to
eliminate a large deficit General Fund balance and the city's
vulnerability to any future revenue declines or expenditure
pressures.

What Could Move the Rating Up (Removal of negative outlook?)

- Return to structurally balanced financial operations resulting
   in significant improvement in General Fund balance position and
   liquidity

- Stabilization and increase in tax base valuations

What Could Move the Rating Down?

- Continued deterioration of General Fund reserve levels

- Higher than anticipated General Fund support of debt service
   expenses

- Material increase in debt burden and / or pension liabilities

The principal methodology used in this rating was General
Obligation Bonds Issued by US Local Governments published in April
2013.


TERRACE COMMUNITY: S&P Cuts Rating on FL 2007 Bond Rating to 'BB+'
------------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
rating to 'BB+' from 'BBB-' on Hillsborough County Industrial
Development Authority, Fla.'s series 2007A and 2007B tax-exempt
and taxable revenue bonds, issued for Terrace Community Middle
School (TCMS) and secured by a net revenue pledge of the school.
The outlook is stable.

"The downgrade reflects our view of the school's inadequate debt
service coverage, deficit operating performance, and moderately
weak liquidity," said Standard & Poor's credit analyst Carolyn
McLean.  "The school's strong demand, stable enrollment, and its
consistently very strong academic performance coupled with
successful charter renewals slightly offset these rating
weaknesses."

TCMS first opened in 1998 in a strip mall with 160 students in
grades five through seven; grade eight was added the next year
under a three-year charter with the Hillsborough County School
District.  As of academic year 2012-2013, the school had 660
students in grades 6-8 and plans to remain at that level for the
next few years.


TOYS 'R' US: Fitch Assigns 'BB-' Rating on New $985MM Term Loan
---------------------------------------------------------------
Fitch Ratings has assigned a 'BB-/RR1' rating to Toys 'R' Us
Property Co. I, LLC's (PropCo I) new $985 million unsecured term
loan facility due 2019. The proceeds are intended to refinance
PropCo I's $950 million of 10.75% senior unsecured notes due 2017.
The proposed unsecured term loan facility benefits from a negative
pledge on all PropCo I real estate assets (343 properties as
May 4, 2013) and has essentially similar negative covenants to the
unsecured notes being refinanced. In addition, the term loan
contains certain mandatory prepayment features including excess
cash flow sweep, repayment of loans if asset sales exceed certain
threshold and de minimis amortization.

The refinancing of PropCo I notes will likely save Toys 'R' Us,
Inc.'s (Toys) annual interest expense of up to $40 million. Given
the current market conditions, the company could also refinance
its secured notes issued under the Toys 'R' Us Property Co. II,
LLC (PropCo II) at more favorable rates to save further interest
expense when these notes become callable in December 2013.

Fitch has also affirmed the Issuer Default Ratings (IDR) for Toys
and its various subsidiary entities at 'B-'. The Rating Outlook is
Stable. A full list of rating actions follows at the end of this
release.

Key Rating Drivers

Toys' current rating reflects Toys weak comparable store sales
(comps) trend in 2012 and first quarter 2013 and continued secular
and competitive pressures expected in the next 12-24 months. Fitch
expects the company will generate limited free cash flow (FCF)
over the next two to three years, though its liquidity position is
comfortable to support operations and there are no significant
debt maturities before 2016.

Toys' sales are under increasing pressure with comps declining by
8.4% and 5.8% for the domestic and international segments in first
quarter 2013, versus negative 3.5% and 5%, respectively, for
fiscal 2012. Top-line weakness continues to be driven primarily by
weakness in the entertainment (approximately 12% of domestic and
11% of international sales) and juvenile categories (approximately
37% of domestic and 21% of international sales). Fitch expects the
entertainment category, which is going through structural changes,
will continue to face headwinds, while the juvenile category is
being hurt by a decline in birth rates over the past few years.

In addition, Toys faces intensified pricing competition from both
discounter and online retailers. The company's multi-channel
strategy and series of product and service initiatives implemented
during 2012 holiday season have had limited impact on alleviating
the top-line pressure. Fitch believes that it will be expensive
and difficult for Toys to compete on pricing and retain its market
share without sacrificing margins given its heavy cost structure.
As a result, Fitch expects limited benefit from these initiatives
on the company's top line and profitability in the near term.

As a result of weaker-than-expected sales and margin performance
in first quarter 2013, leverage (adjusted debt/EBITDAR) crept up
to 6.8x as of May 4, 2013, and could increase further to the low-
to mid-7.0x range given continued weak sales outlook over the next
24 months. Fitch expects that Toys' EBITDA could decline to the
low-$700 million level, assuming comps decline at 4%-5% at
domestic and international segments and modest gross margin
compression in 2013. Selling, general, and administrative (SG&A)
expenses is expected to remain relatively flat despite sales
deceleration. Coverage (operating EBITDAR/gross interest expense
plus rents) is expected to be in the range of 1.3x - 1.4x.

Toys' FCF generation has been pressured by the weakening EBITDA
trend and been adversely affected by Toys' lack of efficiency in
inventory control. Toys generated $250 million in FCF in 2012,
although working capital remained a modest use of cash after
causing significant cash drain in the prior two years. Toys would
need to be working capital neutral to enable the company to
generate modest FCF of $70 million-$80 million. Fitch estimates
that breakeven EBITDA is around $650 million assuming annual
interest expense (reflecting smaller balance under the new
European debt structure and pro forma for the savings from the
proposed refinancing of PropCo I notes) of $390 million - $400
million, capital expenditures of $250 million and neutral working
capital.

Toys has adequate liquidity, with $470 million of cash and
$1.15 billion of availability under its various revolvers as of
May 4, 2013. Under the Fitch current assumptions for EBITDA and
neutral working capital, Toys should have up to $700 million
availability under its domestic ABL revolver even during the peak
working capital season.

Recovery Analysis and Considerations

The ratings on the specific securities reflect Fitch's recovery
analysis using a going concern approach. This analysis is used to
determine expected recoveries in a distressed scenario to each of
the company's debt issues and loans.

Below is a summary organizational structure (details are provided
at the end of the press release) for the purpose of the recovery
analysis:

Toys 'R' Us, Inc. (HoldCo)

  (I) Toys 'R' Us-Delaware, Inc. (Toys-Delaware) is a subsidiary
      of HoldCo.
  (a) Toys 'R' Us Canada (Toys-Canada) is a subsidiary of Toys-
      Delaware.
  (b) Toys 'R' Us Property Co. II, LLC is a subsidiary of Toys-
      Delaware.
(II) Toys 'R' Us Property Co. I, LLC is a subsidiary of HoldCo.

Consolidated Stressed EBITDA

In estimating Toys' EV for recovery purposes, Fitch has used a
going-concern approach. Toys' debt is at three types of entities:
operating companies (OpCo); property companies (PropCo); and the
holding company (HoldCo), as described below.

OpCo Debt

At the OpCo levels - Toys-Delaware, Toys-Canada, and other
international operating companies - latest 12 months (LTM) EBITDA
is stressed at 15%. Fitch has assigned a 5.5x multiple to the
stressed EBITDA, which is consistent with the low end of the 10-
year valuation for the public space and Fitch's average distressed
multiple across the retail portfolio. The stressed EV is adjusted
for 10% administrative claims.

Toys-Canada: Toys has a $1.85 billion asset-based revolving credit
facility (ABL revolver) with Toys-Delaware as the lead borrower,
and this contains a $200 million sub-facility in favor of Canadian
borrowers. Any assets of the Canadian borrower and its
subsidiaries secure only the Canadian liabilities. The $200
million sub-facility is more than adequately covered by the EV
calculated based on stressed EBITDA at the Canadian subsidiary.
Therefore, the fully recovered sub-facility is reflected in the
recovery of the consolidated $1.85 billion revolver discussed
below.

The residual value is applied toward debt at Toys-Delaware.

Toys-Delaware: In allocating the stressed EV (which includes the
recovery on the Canadian sub-facility and equity residual value
from Canada but no residual value from PropCo II at this point) at
Toys-Delaware across the various tranches of debt, Fitch ascribes
a higher priority to the ABL revolver, due to its first lien
tangible security package over the term loans and 7.375% senior
secured notes.

The $1.85 billion revolver is secured by a first lien on inventory
and receivables of Toys-Delaware and its domestic subsidiaries. In
allocating an appropriate recovery, Fitch has considered the
liquidation value of domestic inventory and receivables assumed at
seasonal peak (at end of the third quarter), corresponding to peak
borrowings of $1.725 billion ($1.85 billion minus the $125 million
in minimum excess availability).

Fitch assumes peak domestic inventory levels of $2.25 billion and
receivables of $85 million, for recovery purposes and has applied
liquidation values of 75% and 80%, respectively. This liquidation
value of $1.6 billion is applied toward the secured revolver, in
addition to the approximately $200 million recovered on the
Canadian sub-facility. As a result, the facility is fully
recovered and is therefore rated 'BB-/RR1'.

The recovery value of the debt structure below the first lien
revolver comprises two components: (1) excess liquidation value at
the Toys-Delaware level (liquidation value after the full recovery
of ABL revolver) and (2) equity residual value from Canada. The
component (1) is fully applied toward the senior secured term
loans and 7.375% secured notes, while the component (2) is applied
across the capital structure (excluding the fully recovered
revolver).

This results in recovery prospects of 11%-30% for the term loans
and the secured notes, which are therefore rated 'CCC+/RR5'. The
term loans due 2016 and 2018, and the senior secured notes due
2016, are secured by a first lien on intellectual property rights
and a second lien on the ABL revolver collateral.

The 8.75% debentures due Sept. 1, 2021, have poor recovery
prospects and are therefore rated 'CCC/RR6'.

PropCo Debt

At the PropCo levels - Toys 'R' Us Property Co. I, LLC; Toys 'R'
Us Property Co. II, LLC; and other international PropCos - LTM net
operating income (NOI) is stressed at 20%.

PropCo I and PropCo II are set up as bankruptcy-remote entities
with a 20-year master lease through 2029 covering all the
properties, which requires Toys-Delaware to pay all costs and
expenses related to leasing these properties from these two
entities. The ratings on the PropCo debt reflect a distressed
capitalization rate of 12% applied to the NOI of the properties to
determine a going-concern valuation. The stressed rates reflect
downtime and capital costs that would need to be incurred to re-
tenant the space.

Applying these assumptions to the $725 million 8.50% senior
secured notes at PropCo II and the proposed $985 million senior
unsecured term loan facility at PropCo I results in recovery well
in excess of 90%. Therefore, these facilities are rated 'BB-/RR1'.

The PropCo II notes are secured by 126 properties. Fitch typically
limits the recovery rating on unsecured debt at 'RR2' or two
notches above the IDR level (under its criteria 'Recovery Ratings
and Notching Criteria for Non-financial Corporate Issuers dated
Nov. 13, 2012). However, in the few instances where the recovery
waterfall suggests an 'RR1' rating and such a recovery rating is
supported by the structural and legal characteristics of the debt,
unsecured debt may qualify for an 'RR1' rating. The PropCo I
unsecured term loan facility benefits from a negative pledge on
all PropCo I real estate assets (343 properties as May 4, 2013).
In addition, the rating also benefits from the structural
consideration that Toys 'R' Us has limited capacity to secure debt
using real estate given that there is a limitation on principal
property of domestic subsidiaries at 10% of consolidated net
tangible assets under the $400 million of 7.375% notes due 2018
issued by Toys 'R' Us, Inc. (HoldCo).

Toys 'R' Us, Inc. - HoldCo Debt

The $450 million 10.375% unsecured notes due Aug. 15, 2017, and
the $400 million 7.375% unsecured notes due Oct. 15, 2018, benefit
from the residual value at PropCo I, currently estimated at
approximately $300 million based on the proposed $985 million of
principal amount under the new term loan facility. There is no
residual value ascribed from Toys-Delaware or other operating
subsidiaries. This results in average recovery prospects of 31%-
50% and the bonds are therefore rated 'B-/RR4'. However, if the
PropCo I term loan facility is larger, to the extent where
recovery is less than $255 million or 30% of the notes outstanding
at HoldCo, the HoldCo notes would be downgraded by a notch.

RATING SENSITIVITIES

A negative rating action could result if:

-- If comps trends in the U.S. and international businesses
   continue to be in the negative 4%-5% range beyond 2013,
   which could indicate market share losses and cause leverage
   to increase meaningfully and/or lead to tightened liquidity
   over the next two years, particularly during its peak working
   capital season;

-- Weakening EBITDA is not adequate to support fixed obligations
   or continued lack of efficiency in managing working capital.

A positive rating action could result if:

-- There is sustainable improvement in the business as a result
   of the company's new product and service initiatives which
   help drive improved store and online traffic, and curb share
   losses. The company would need to improve EBITDA to the
   $1.1 billion range and leverage to the high 5.0x range.

-- In addition, management will need to prove their ability to
   manage working capital effectively over the next two years
   to ensure FCF generation.

Fitch affirms Toys ratings as follows:

Toys 'R' Us, Inc. (HoldCo)

-- IDR at 'B-';
-- Senior unsecured notes at 'B-/RR4'.

Toys 'R' Us - Delaware, Inc. is a subsidiary of HoldCo

-- IDR at 'B-';
-- Secured revolver at 'BB-/RR1';
-- Secured term loans at 'CCC+/RR5';
-- Senior secured notes at 'CCC+/RR5';
-- Senior unsecured notes at 'CCC/RR6'.

Toys 'R' Us Property Co. II, LLC is subsidiary of Toys 'R' Us -
Delaware, Inc.

-- IDR at 'B-';
-- Senior secured notes at 'BB-/RR1'.

Toys 'R' Us Property Co. I, LLC is a subsidiary of HoldCo

-- IDR at 'B-';
-- New senior unsecured term Loan facility assigned 'BB-/RR1';
-- Senior unsecured notes rated at 'BB-/RR1' will be withdrawn
    upon the closing of the proposed refinancing transaction.

The Rating Outlook is Stable.


TOYS 'R' US: Proposed $985-Bil. Revolver Gets Moody's B3 Rating
---------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to the proposed
$985 billion senior unsecured credit facility to be issued by Toys
'R" Us Property Co. I, LLC ("Propco I"). All other ratings,
including the B2 Corporate Family Rating of Toys "R" Us, Inc., as
well as the stable outlook, are unchanged.

New rating assigned:

$985 billion senior unsecured credit facility due 2019 at B3
(LGD5,77%)

Rating to be withdrawn following full redemption:

$950M senior unsecured notes due 2017 at B3 (LGD5,77%)

Ratings Rationale:

"The proposed new facility is a credit positive for the company as
it will meaningfully reduce interest costs, and also adds two
years to the maturity, both of which enhance Toys' already good
liquidity profile," stated Moody's Vice President Charlie O'Shea.
"While the proposed new facility remains unsecured, the structure
remains favorable, with negative pledges on a pool of properties,
a reasonable advance rate, and lease assignments."

Toys "R" Us, Inc.'s B2 Corporate Family Rating acknowledges the
company's weak credit metrics, with debt/EBITDA at the May 2013
FYE high at around 6.7 times, retained cash flow/net debt of
around 9%, and EBITA/interest hovering at around 1 time. Ratings
also consider Toys' excellent market position as the world's
largest dedicated toy retailer, the favorable placing of its solid
Babies "R" Us brand and concept, good liquidity, and balanced
financial policy. In addition, ratings acknowledge that Toys is
presently operating without a permanent CEO. The stable outlook
reflects Moody's opinion that the company is well-positioned
within the B2 rating category due to its solid competitive
profile. Ratings could be upgraded if debt/EBITDA is sustained
below 5.75 times, RCF/net debt approached 11%, and EBITA/interest
approached 1.5 times. Ratings could be downgraded if debt/EBITDA
approached 7 times or if EBITA/interest fell below 1 time.

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

Toys "R" Us is the world's largest dedicated retailer of toys,
with annual revenues of around $14 billion. The company was taken
private in an LBO transaction in July 2005 by affiliates of
Kohlberg, Kravis, Roberts & Co., Vornado Realty Trust, and Bain
Capital, each of which still owns around 33%, with the remainder
now owned by management. It also operates the Babies "R" Us
concept.


TOYS 'R' US: S&P Assigns 'B+' Rating to $985MM Term Loan Due 2019
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
issue-level rating and '2' recovery rating to Toys "R" Us Property
Co. I LLC's new $985 million term loan due 2019. Toys "R" Us
Property Co. I LLC (a bankruptcy remote special purpose entity
with ownership of 343 properties) will issue the term loan.  These
properties are leased to Toys R Us-Delaware Inc. (US Opco) through
a 20-year triple net master lease agreement.  The term loan is not
secured but benefits from a negative pledge on the properties held
by US Propco.  The company will use proceeds of the proposed term
loan to refinance the existing $950 million 10.75% notes due 2017.

S&P affirmed all of its ratings on Toys "R" Us, including the 'B'
corporate credit rating.  The outlook is stable.

"The ratings on Wayne, N.J.-based Toys "R" Us Inc. reflect
Standard & Poor's Ratings Services' expectation that Toys'
business risk profile will remain "weak".  We based this on the
intense competition in the toy retailing sector, especially from
mass merchants and discounters such as Wal-Mart Stores Inc.,
Amazon.com, and Target Corp.," said credit analyst Ana Lai.
"Moreover, the business is extremely seasonal and depends on "hot"
products.  Despite a slow economic recovery in the U.S. and
continued weakness in the video game category, Toys' operating
results should remain adequate because of its successful
merchandising strategy and cost-control initiatives.
Additionally, there should be a positive effect from its store
conversion program.  We believe that the continued integration of
the toy and juvenile businesses and a focus on operational
enhancements will continue to support operating results in 2013.
We also view the company's financial risk as "highly leveraged",
which we based on forecasted credit ratios that incorporate the
company's substantial debt burden."

The stable rating outlook on Toys "R" Us Inc. reflects S&P's
expectation that good execution of its merchandising strategy,
growth of its e-commerce channel, and store conversion strategy
will continue to support Toys' operating results in 2013, despite
softness in sales and competitive pressure.  S&P expects Toys to
achieve relatively stable results in the important fourth quarter.

S&P could lower the ratings if poor sales lead to weaker-than-
expected operating results due to competitive pressure, poor
execution due to management turnover, or weak consumer spending,
resulting in thinner operating margin such that debt leverage
exceeds 7.5x.  For example, this could happen if sales decline by
about 5% while gross margin contracts by 50 bps in 2013.  A more
aggressive financial policy to fund any shareholder returns such
that debt increases by $1.0 billion based on S&P's forecasted
EBITDA, could also drive a downgrade.

Although unlikely in the next year, S&P could raise the ratings if
debt leverage drops to the mid-5x area.  This could occur if sales
grow by 2% or gross margin increases by 100 bps, resulting in
EBITDA growth of about 25%.  Another scenario could be that debt
decreases by $1.5 billion based on S&P's forecasted EBITDA.
However, this is unlikely to happen in the next year.


U.S. SECURITY: Poor Performance Prompts Moody's to Cut CFR to B2
----------------------------------------------------------------
Moody's Investors Service downgraded U.S. Security Associates
Holdings, Inc.'s corporate family rating to B2 from B1,
probability of default rating to B2-PD from B1-PD and senior
secured credit facility instrument ratings to B1 from Ba3. The
ratings outlook remains negative.

Ratings Rationale:

The downgrade to B2 CFR reflects Moody's expectations for
financial performance below levels that Moody's had initially
anticipated following the February 2012 Andrews International
acquisition. Anticipated debt to EBITDA in the mid-6 times range
(after Moody's standard adjustments but not including pro forma
synergies for acquired businesses) is high for the B2 rating
category. The risk of further market share losses and resulting
declines in operating profit also weighs on the rating. U.S.
Security's recession-resistant end market demand characteristics,
flexible cost structure, and minimal capital spending requirements
are positive rating factors. The rating is also supported an
adequate liquidity profile once the proposed financial covenant
amendment closes.

The negative ratings outlook reflects Moody's concerns that
intense competition could lead to further contract losses. A
downgrade could occur if market share losses lead Moody's to
expect further diminishment of profits or liquidity. The ratings
outlook could be stabilized if market share losses abate and
financial performance improves, leading Moody's to anticipate debt
to EBITDA to decline towards 6 times and interest coverage to
increase towards 2 times, while liquidity remains at least
adequate. It is unlikely that Moody's would upgrade the rating in
the near term; however, the CFR could be raised if Moody's comes
to expect organic revenue growth, debt to EBITDA to be sustained
below 5 times, free cash flow to debt above 5%, and good
liquidity. An upgrade would also require a commitment to
conservative financial policies.

Downgrades:

  Corporate Family Rating, Downgraded to B2 from B1

  Probability of Default Rating, Downgraded to B2-PD from B1-PD

  Senior Secured Bank Credit Facility, Downgraded to B1 (LGD3,
  37%) from Ba3 (LGD3, 38%)

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

US Security is a provider of uniformed security guards in North
America owned by affiliates of Goldman Sachs Capital Partners.


VAIL LAKE: Sec. 341 Creditors' Meeting Continued to July 27
-----------------------------------------------------------
A meeting of creditors pursuant to 11 U.S.C. 341(a) in the
Chapter 11 case of Vail Lake Rancho California, LLC et al., has
been continued to July 27, 2013, at 1:00 p.m.  The meeting will be
held 402 W. Broadway, Emerald Plaza Building, Suite 660, according
to a notice posted by Mary Testerman Duvoisin on behalf of the
United States Trustee.

                          About Vail Lake

Vail Lake Rancho California, LLC and its affiliates own the
California campground Vail Lake Resort. Vail Lake is a large
reservoir in western Riverside County, California, located on
Temecula Creek in the Santa Margarita River watershed,
approximately 15 miles east of Temecula, California.  Properties
cover approximately 9,000 acres and have an estimated water
storage capacity of approximately 51,000 acre-feet.

On Dec. 26, 2012, creditors of Vail Lake filed an involuntary
Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail
Lake.  In a filing on June 6, 2013, the Debtor said it consents to
the entry of an order for relief and does not contest the
involuntary Chapter 11 petition.

On June 5, 2013, the company sent 5 related entities -- Vail Lake
USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail
Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational
Management, LLC -- to Chapter 11 bankruptcy.

The new debtors have sought and obtained an order for joint
administration of their Chapter 11 cases with Vail Lake Rancho
(Case No. 12-16684).

The Debtors are represented by attorneys at Cooley LLP and
Phillips, Haskett & Ingwalson, A.P.C.

The Debtors' consolidated assets, as of May 31, 2013, total
approximately $291,016,000 and liabilities total $52,796,846.


VAIL LAKE: Cooley LLP on Board as General Bankruptcy Counsel
------------------------------------------------------------
Vail Lake Rancho California, LLC, and its affiliates ask the U.S.
Bankruptcy Court for permission to employ Cooley LLP as general
bankruptcy counsel.

The firm's hourly rates are:

     Professional                          Hourly Rates
     ------------                          ------------
     Partners                              $625 to $1,160
     Associates and Special Counsel        $335 to $730
     Paralegals                            $135 to $350

The primary attorneys contemplated to represent the Debtors in
these cases and their hourly billing rates are:

     Professional                            Rates
     ------------                            -----
     Ali M.M. Mojdehi                         $840
     Janet D. Gertz                           $660
     Brian W. Byun                            $530
     Allison M. Rego                          $360

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

Proposed counsel for the Debtors can be reached at:

         Ali M. M. Mojdehi, Esq.
         Janet D. Gertz, Esq.
         COOLEY LLP
         4401 Eastgate Mall
         San Diego, CA 92121
         Tel: (858) 550-6000
         Fax: (858) 550-6420
         E-mail: amojdehi@cooley.com
                 jgertz@cooley.com

                          About Vail Lake

Vail Lake Rancho California, LLC and its affiliates own the
California campground Vail Lake Resort. Vail Lake is a large
reservoir in western Riverside County, California, located on
Temecula Creek in the Santa Margarita River watershed,
approximately 15 miles east of Temecula, California.  Properties
cover approximately 9,000 acres and have an estimated water
storage capacity of approximately 51,000 acre-feet.

On Dec. 26, 2012, creditors of Vail Lake filed an involuntary
Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail
Lake.  In a filing on June 6, 2013, the Debtor said it consents to
the entry of an order for relief and does not contest the
involuntary Chapter 11 petition.

On June 5, 2013, the company sent 5 related entities -- Vail Lake
USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail
Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational
Management, LLC -- to Chapter 11 bankruptcy.

The new debtors have sought and obtained an order for joint
administration of their Chapter 11 cases with Vail Lake Rancho
(Case No. 12-16684).

The Debtors are represented by attorneys at Cooley LLP and
Phillips, Haskett & Ingwalson, A.P.C.

The Debtors' consolidated assets, as of May 31, 2013, total
approximately $291,016,000 and liabilities total $52,796,846.


VAIL LAKE: Hires E3's Hebrank as Chief Restructuring Officer
------------------------------------------------------------
Vail Lake Rancho California LLC and its affiliates ask the U.S.
Bankruptcy Court for authority to employ Thomas C. Hebrank and E3
Realty Advisors, Inc., with E3'S Hebrank serving as the Debtors'
chief restructuring officer.

Mr. Hebrank will, among other things, provide these services:

   a. provide overall leadership in the Chapter 11 reorganization
      process, including working with wide range of stakeholders,
      together with existing management;

   b. prepare, analyze and monitor historical, current and
      projected financial affairs, including assisting with
      preparation of the petition, statement of financial
      affairs, schedules and other regular reports required by the
      Court and the United States Trustee; and

   c. assist the Debtors in communications and negotiations with
      various parties in interest, including creditors, employees,
      vendors, and customers.

To address and handle the above responsibilities on behalf of the
Debtors, the CRO may be assisted by additional personnel at E3,
all of whom have a wide range of skills and abilities related to
this type of assignment.

The firm's rates are:

     Professional                   Hourly Rates
     ------------                   ------------
     Mr. Hebrank                      $275
     Managing Director                $235
     Director                         $200
     Associate Director               $150
     Accountant                       $100
     Administrative                    $75

Mr. Hebrank -- thebrank@ethreeadvisors.com -- attests that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.

                        About Vail Lake

Vail Lake Rancho California, LLC and its affiliates own the
California campground Vail Lake Resort. Vail Lake is a large
reservoir in western Riverside County, California, located on
Temecula Creek in the Santa Margarita River watershed,
approximately 15 miles east of Temecula, California.  Properties
cover approximately 9,000 acres and have an estimated water
storage capacity of approximately 51,000 acre-feet.

On Dec. 26, 2012, creditors of Vail Lake filed an involuntary
Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail
Lake.  In a filing on June 6, 2013, the Debtor said it consents to
the entry of an order for relief and does not contest the
involuntary Chapter 11 petition.

On June 5, 2013, the company sent 5 related entities -- Vail Lake
USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail
Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational
Management, LLC -- to Chapter 11 bankruptcy.

The new debtors have sought and obtained an order for joint
administration of their Chapter 11 cases with Vail Lake Rancho
(Case No. 12-16684).

The Debtors are represented by attorneys at Cooley LLP and
Phillips, Haskett & Ingwalson, A.P.C.  Thomas C. Hebrank at E3
Realty Advisors, Inc., serves as the Debtors' chief restructuring
officer.

The Debtors' consolidated assets, as of May 31, 2013, total
approximately $291,016,000 and liabilities total $52,796,846.


WEST AIRPORT: Sec. 341 Creditors' Meeting Set for Aug. 9
--------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
11 U.S.C. 341(a) in the Chapter 11 case of West Airport Palms
Business Park, LLC on Aug. 22, 2013, at 1:30 p.m.  The meeting
will be held at 51 SW First Ave Room 1021, Miami.

The deadline to file a complaint to determine dischargeability of
certain debts is Oct. 8, 2013.  Proofs of claim are due by Nov. 7,
2013.

West Airport Palms Business Park, LLC filed a Chapter 11 petition
(Bankr. D. Fla. Case No. 13-25728) on July 2, 2013 in Miami,
Florida, James Schwitalla, Esq. in Miami, Florida serves as
counsel to the Debtor.  The Debtor estimated up to $14,440,419 in
assets and up to $9,284,422 in liabilities.


WORLDCOM INC: Second Circuit Reverses Ruling on Communications Tax
------------------------------------------------------------------
Michael Bathon, substituting for Bloomberg News bankruptcy
columnist Bill Rochelle, reports the Second Circuit of Appeals
ruled that WorldCom Inc. is required to pay a 3 percent federal
excise tax on dial-up Internet services it purchased from local
telephone companies.

According to the report, a three-judge panel of U.S. circuit
judges Robert A Katzmann and Amalya L. Kearse and U.S. District
Judge Jed S. Rakoff, sitting by designation, reversed the decision
of the district court, stemming from an Internal Revenue Service
appeal of a ruling in the telecommunications company's bankruptcy,
according to a 35-page opinion filed July 22.

The report notes that the appeals court found that the acquisition
by WorldCom in the late 1990s of Internet services it provided
through central office- based remote access, or Cobra, constituted
a local telephone service and therefore made it subject to the
taxes and that it isn't entitled to a refund it sought for taxes
it had already paid.

The report relates that the IRS filed a $16.3 million claim in the
bankruptcy case after the court had approved its restructuring
plan, for taxes relating to the purchase of the Cobra services.
WorldCom objected to the claim and asserted that it should receive
a refund of $38.3 million in taxes it had already paid according
to court documents.

The report says that the appeals court ruled that WorldCom's Cobra
services met two factors that would make it subject to the
communications tax.  The court said it met the first criteria
because it "provided direct 'connectivity' to a local telephone
system" and it was "a service provided by individual local
telephone companies."

The report discloses that the court found Cobra met the other
component saying in the opinion "the 'privilege of telephonic
quality communication' element of local telephone service covers
any service that makes use of the traditional telephone network
for communication, regardless of the form of the communication or
whether the service also uses non-telephonic technology to
accomplish that communication."  WorldCom filed for bankruptcy in
July 2002, making it the largest in U.S. history at the time,
after revealing an $11 billion accounting fraud. The
reorganization handed ownership to creditors.

The appeal is In re WorldCom Inc., 12-803, U.S. Court of Appeals
for the Second Circuit (New York).

                      About WorldCom Inc.

WorldCom, Inc., a Clinton, Mississippi-based global communications
company, filed for chapter 11 protection on July 21, 2002 (Bankr.
S.D.N.Y. Case No. 02-13532).  On March 31, 2002, WorldCom
disclosed $103,803,000,000 in assets and $45,897,000,000 in debts.
The Debtors were represented by Weil, Gotshal & Manges LLP.  The
Bankruptcy Court confirmed WorldCom's Plan on Oct. 31, 2003, and
on Apr. 20, 2004, the Company formally emerged from U.S. Chapter
11 protection as MCI, Inc.  On Jan. 6, 2006, MCI merged with
Verizon Communications, Inc.  MCI is now known as Verizon
Business, a unit of Verizon Communications.


* Fitch: FDIC Loss-Sharing Expiration Little Threat to U.S. Banks
-----------------------------------------------------------------
An expected pick-up in expirations of FDIC Loss-Share Agreements
(LSAs) with U.S. banks is unlikely to have a significant impact on
capital, asset quality and earnings for affected institutions,
according to a new analysis by Fitch Ratings.

LSAs serve to limit the cost of bank failures by offering partial
loan loss protection from the FDIC for banks that acquire failed
institutions. A majority of current LSAs were entered into at the
height of the financial crisis as bank failures surged.

Under the LSAs, the FDIC absorbs a portion of loan losses (80% to
95%) for a stated period of time -- typically 10 years for single-
family mortgages and five years for commercial assets. Such
agreements on commercial assets are now close to expiration.

Assets covered under the LSAs have historically been assigned a
20% risk weighting for capital purposes. With loss-sharing
expiring in the medium term, the risk weighting of these
commercial assets will increase to 100%. For some high-volatility
commercial real estate loans under Basel III, the risk weighting
can be up to 150%.

Despite the increased risk weights, our analysis indicates that
the impact to Tier 1 capital would be immaterial, as the expiring
commercial assets typically represent a nominal portion of total
loan portfolios at their respective institutions.

"We note that asset quality for these loans continues to be weak,
with nonperforming assets (NPAs), as a percentage of the covered
portfolio, averaging around 11%. However, NPAs, as a percentage of
the total portfolio drop significantly, pointing to limited
exposure," Fitch says.

Institutions with loss-share agreements have the ability to
completely write-off affected assets, due to modest levels of
earnings. However, institutions would have almost no reason to
write-off these assets subsequent to loss-share expiration, as any
recoveries on commercial assets experienced within a three-year
period would have to be shared with the FDIC.

From an earnings perspective, we expect the continuation of some
noise in net interest margins as these assets will continue to
accrete into income. However, volatility arising from valuation
adjustments on the FDIC indemnification assets may be more muted,
possibly resulting in a net positive impact on income.


* Moody's Sees 3.2% Increase in Corporate Defaults by November
--------------------------------------------------------------
The US speculative-grade default rate remained steady in the
second quarter, but should edge up following recent market
volatility, Moody's Investors Service says in the latest edition
of its quarterly US Default Monitor. Nonetheless, it will remain
well below its late-2009 cyclical peak above 14% and historical
average of 4.5%.

"Recent market volatility produced a sharp rise in yields and
spreads over Treasuries for US speculative-grade debt," says
Senior Vice President, Lenny Ajzenman. "But we expect only a
slight increase in the default rate, to 3.2% by November from 2.9%
at the end of the June, before it retreats to 2.6% by end-June
next year."

High-yield bond issuance declined sharply in June amid concerns
that the Fed will trim its bond-buying program later this year.
Although a sustained lack of market access over a prolonged period
could lead to a pronounced rise in the default rate, Ajzenman
says, Moody's has not seen evidence of this. A reduction in market
volatility should therefore see issuers heading back to the
capital markets in the coming months.

In the second quarter 10 US non-financial corporate families
defaulted on a total of more than $3 billion of debt, while in the
first quarter nine defaults represented more than $8 billion of
debt. Of the most recent quarter's defaults, none were for more
than $800 million of debt, compared with four in the prior
quarter.

Half of the second quarter's defaults were bankruptcies, Ajzenman
says. The largest was Exide Technologies, Inc., with more than
$700 million of debt. Other bankruptcies included GMX Resources
Inc., OnCure Holdings Inc., Orchard Supply Hardware Corp. and
Rotech Healthcare Inc. American Petroleum Tankers Parent LLC
completed the only distressed exchange in the quarter, converting
more than $400 million of sponsor PIK debt to equity in connection
with a refinancing of its capital structure.

Three of the second quarter's 10 defaults occurred in the
healthcare sector. Others were dispersed across sectors, including
chemicals, energy, gaming and business services. In contrast, the
first quarter saw four defaults in the media sector, which remains
the sector with the highest one-year default rate forecast.


* Moody's: Slow Economic Growth Keeps Industry Outlooks Unchanged
-----------------------------------------------------------------
Continued slow economic growth in developed countries and slowing
growth in key emerging markets will keep most non-financial
sectors range-bound over the next 12-18 months, Moody's Investors
Service says in a new report, "Worldwide Struggle for Economic
Growth Locks in Stable Trend for Industry Outlooks."

For the first time, since Moody's began tracking outlooks for
business conditions among non-financial corporate industries, the
rating agency saw no net changes in its roster of positive, stable
and negative industry outlooks during the second quarter of 2013.

"With supply-related investments tempered by economic uncertainty
and relatively high unemployment and low income growth suppressing
demand, there is little impetus for change," says Managing
Director Mark Gray, the report's co-author. "During the second
quarter, we changed our industry outlooks for just two sectors
among the 57 we track worldwide, while about two-thirds of all
non-financial corporate sector outlooks remained stable."

Moody's changed its outlook for the US Lodging and Cruise industry
to positive from stable in the most recent quarter. But this
reflects the sector's reluctance to build new hotel rooms, even as
hotel-room occupancies modestly rise, rather than any marked
improvement in business conditions, Gray says. Conversely, Moody's
outlook for the European Tobacco industry went to stable from
positive, given slowing profits amid tight consumer spending and a
growing challenge from e-cigarettes.

"The roster of positive and negative industry outlooks
demonstrates offsetting trends with no macroeconomic correction on
the horizon," Gray says. "Our outlook for the US Newspaper sector,
for example, will continue to be negative as the industry
struggles with the ever-increasing digitization of information,
but that very phenomenon contributes to the growth we see in the
US Wireless sector."

Meanwhile, the beneficial trends seen in some industries will
continue to positively affect others. The shale revolution is
advantageous oil and natural gas producers, which in turn boosts
demand for pipeline and transportation. Similarly, the continuing
recovery of the US housing sector will keep growth strong in the
Consumer Durables and US Homebuilding sectors.

"In general, the stability we have seen since mid-2012 reflects a
period of economic stasis, rather than comfort," Gray says.
"Still, today's apparent calm continues to indicate a certain
macroeconomic foreboding, even as European jitters ease and the US
housing market continues to spearhead the recovery there."


* Canadian Insurers' Int'l. Operations Weaken Credit Profile
------------------------------------------------------------
Canadian life insurers have sought international growth as their
domestic market matures but higher risk from foreign operations
has weakened their credit profiles, says Moody's Investors Service
in its new credit focus "Peer Comparison: The Three Major Canadian
Life Insurers' International Operations Dilute their Credit
Profiles."

Canadian life insurers' international operations outside North
America are riskier than domestic operations and therefore dilute
these companies' strong credit profiles. A weaker operating
environment - common in the international regions where Canadian
life insurers are present - will negatively affect an insurer's
overall credit profile, as the structural strength of the
insurance industry and contractual agreements increasingly come
into focus, says Moody's.

"The Canadian life insurance industry is very mature, which means
that the insurers must look to other markets in order to grow,"
said a Moody's analyst and author of the report David Beattie.
"The three major Canadian life insurers have very different
exposures, depending on the focus and scale of their international
operations."

Moody's credit focus examines the international operations of the
three largest Canadian life insurers; Manulife Financial
Corporation (MFC), Great West Lifeco (GWO) and Sun Life Financial
(SLF), and notes that contribution to earnings by each insurer's
international operations varies greatly.

MFC received 33%, or CAD 963 million, of its core earnings from
its Asia division in 2012, while GWO core European operations
generated 21%, or CAD 410 million of operating net income, and SLF
is significantly less reliant on international operations, with
only 8%, or CAD 129 million of operating net income from SLF Asia,
says Moody's.


* Corporate-Default Rate to Increase as QE Ends
-----------------------------------------------
Michael Bathon, substituting for Bloomberg News bankruptcy
columnist Bill Rochelle, reports that corporate defaults will rise
as the Federal Reserve considers curtailing stimulus measures,
according to a survey by the International Association of Credit
Portfolio Managers.

According to the report, the 12-month credit default outlook
index, in which negative numbers indicate an expectation of higher
defaults, moved to minus 35.6 in June from negative 7.6 in March,
according to the survey, released July 18.  IACPM's 87 members
include banks, insurance companies and asset managers in 17
countries.  Respondents said that a rise in defaults, which are
already extremely low, would be a return to more "normal
conditions."

The report notes that investors are looking for indications as to
when the Federal Reserve will begin scaling back its monthly bond
purchases, known as quantitative easing, which has provided a
boost to credit markets.  The Fed has been buying $40 billion in
mortgage-backed securities and $45 billion of Treasuries every
month since September to spur economic growth.

The report relates that Fed Chairman Ben S. Bernanke said in
testimony on July 17 to the House Financial Services Committee
that the central bank's purchases "are by no means on a preset
course."  The trailing 12-month global speculative-grade default
rate rose to 2.8 percent at the end of the second-quarter, from
2.5 percent in the prior period, according to a July 11 Moody's
Investors Service report.  The rating firm expects that to rise to
3.2 percent by the end of the year.


* Detroit Post-Bankruptcy Debt Trades Show Improved Recovery Bets
-----------------------------------------------------------------
Michael Bathon, substituting for Bloomberg News bankruptcy
columnist Bill Rochelle, reports that Detroit's bankruptcy has led
some investors to bet that Emergency Financial Manager Kevyn Orr's
plan to give bondholders less than 20 cents on the dollar won't
hold up in court.

Some city limited-tax bonds maturing in April 2020 traded July 19
at an average price of 74 cents on the dollar, up from 68 cents
earlier in the week, data compiled by Bloomberg show.  The debt,
insured by Ambac Assurance Corp., was one of at least 10 series of
Detroit general obligations that traded at a higher price after
Mr. Orr sought court protection from creditors on July 18.

The report notes that the price fluctuation reflects the
unprecedented nature of Detroit's Chapter 9 filing.  Stockton,
California, previously the biggest U.S. city to seek protection,
doesn't have general obligations.  While bondholders were repaid
about 96 cents on the dollar after municipal defaults during the
Great Depression, today's investors should expect a 50 percent
recovery rate, similar to company debt, Moody's Investors Service
said in May.

The report discloses that at least 37 series of general-obligation
bonds traded the day after the filing, according to data compiled
by Bloomberg.  The average price rose only in about one of every
four trades, indicating that more buyers wanted extra yield to own
the city's debt after Mr. Orr's filing.


* Michigan Municipalities' Bond Sales Slow Most Since April
-----------------------------------------------------------
Michael Bathon, substituting for Bloomberg News bankruptcy
columnist Bill Rochelle, reports that Michigan municipalities are
set to borrow the least in three months as Detroit's bankruptcy
shakes investor confidence, exacerbating the steepest borrowing
slowdown this year among the 10 most populous states.  Governments
in the state, including school and water districts and the city of
Portage west of Detroit, plan to offer about $13 million of debt
this week.

According to the report, it's the least since April for a non-
holiday week and about 10 percent of the same period of 2012, data
compiled by Bloomberg show.  The move by Detroit, which Republican
Governor Rick Snyder backed, is clouding investors' view of
Michigan even as the state's economy is strengthening, leaving it
poised for higher credit ratings.  Debt sold in the state is
trailing the $3.7 trillion municipal market by the most in two
years, Barclays Plc data show.

The report notes that bonds of Michigan and its localities have
lost 3.6 percent this year, surpassing the 3.4 percent decline for
all munis, the first time the state has trailed the market since
2011, Barclays data show.  Investors are focusing on Detroit's
approach to what is typically considered the safest form of muni
debt, which municipalities use to finance roads and schools.  In a
June restructuring proposal, Detroit Emergency Financial Manager
Kevyn Orr tried to persuade holders of $369 million of unlimited
general obligations to accept less than 20 cents on the dollar.

The report relates that the debt is supposed to have the full
backing of taxpayers.  After Illinois and California, Michigan
general obligations offer the most extra yield above top-rated
munis among the 17 states tracked by Bloomberg.  Yields on
Michigan general obligations maturing in 10 years are 0.32
percentage point above an index of benchmark munis.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re David Gray
   Bankr. N.D. Ala. Case No. 13-82038
      Chapter 11 Petition filed July 10, 2013

In re Mars Hill Missionary Baptist Church
   Bankr. N.D. Ala. Case No. 13-41269
     Chapter 11 Petition filed July 10, 2013
         See http://bankrupt.com/misc/alnb13-41269.pdf
         represented by: Harvey B. Campbell, Jr., Esq.
                         Campbell and Campbell, PC
                         E-mail: hbcampbell@prodigy.net

In re 511-513 Union Avenue, LLC
   Bankr. C.D. Cal. Case No. 13-27831
     Chapter 11 Petition filed July 12, 2013
         See http://bankrupt.com/misc/cacb13-27831.pdf
         represented by: Jerome Bennett Friedman, Esq.
                         FRIEDMAN LAW GROUP, P.C.
                         E-mail: jfriedman@jbflawfirm.com

In re Siang Tan
   Bankr. C.D. Cal. Case No. 13-15880
      Chapter 11 Petition filed July 10, 2013

In re Victor Anastasia
   Bankr. C.D. Cal. Case No. 13-27701
      Chapter 11 Petition filed July 10, 2013

In re George Smith
   Bankr. S.D. Cal. Case No. 13-7051
      Chapter 11 Petition filed July 10, 2013

In re 3811 Kenny Drive Realty Assoc. LLC
   Bankr. M.D. Fla. Case No. 13-09016
     Chapter 11 Petition filed July 10, 2013
         Filed pro se

In re Steven Dillman
   Bankr. N.D. Ind. Case No. 13-12087
      Chapter 11 Petition filed July 10, 2013

In re F & P, LLC
   Bankr. D. Mass. Case No. 13-41767
     Chapter 11 Petition filed July 10, 2013
         See http://bankrupt.com/misc/mab13-41767.pdf
         represented by: James P. Ehrhard, Esq.
                         Ehrhard & Associates, P.C.
                         E-mail: ehrhard@ehrhardlaw.com

In re Inverness Homes Inc.
   Bankr. N.D. Miss. Case No. 13-12826
     Chapter 11 Petition filed July 10, 2013
         See http://bankrupt.com/misc/msnb13-12826.pdf
         represented by: J. Walter Newman, IV, Esq.
                         Newman & Newman
                         E-mail: wnewman95@msn.com

In re William & Williams Properties LLC
   Bankr. D.N.J. Case No. 13-25089
     Chapter 11 Petition filed July 10, 2013
         See http://bankrupt.com/misc/njb13-25089.pdf
         represented by: Michael S. Kopelman, Esq.
                         Kopelman & Kopelman LLP
                         E-mail: kopelaw@yahoo.com

In re Casimiro Almendral
   Bankr. E.D.N.Y. Case No. 13-73574
      Chapter 11 Petition filed July 10, 2013

In re Miller Davis, Inc.
   Bankr. M.D.N.C. Case No. 13-50862
     Chapter 11 Petition filed July 10, 2013
         See http://bankrupt.com/misc/ncmb13-50862.pdf
         represented by: Brian Hayes, Esq.
                         E-mail: bphafd@fspa.net

In re My Place, Inc.
   Bankr. W.D.N.C. Case No. 13-10460
     Chapter 11 Petition filed July 10, 2013
         See http://bankrupt.com/misc/ncwb13-10460.pdf
         represented by: D. Rodney Kight, Jr., Esq.
                         Kight Law Office PC
                         E-mail: info@kightlaw.com

In re Monica Grimm
   Bankr. W.D. Wash. Case No. 13-16333
      Chapter 11 Petition filed July 10, 2013

In re Guillermo Morales
   Bankr. C.D. Cal. Case No. 13-27892
      Chapter 11 Petition filed July 12, 2013

In re Benge Donaldson
   Bankr. N.D. Fla. Case No. 13-40438
      Chapter 11 Petition filed July 12, 2013

In re Dominique Quevillon
   Bankr. S.D. Fla. Case No. 13-26460
      Chapter 11 Petition filed July 12, 2013

In re Tru-Bamboo LLC
   Bankr. S.D. Fla. Case No. 13-26489
     Chapter 11 Petition filed July 12, 2013
         See http://bankrupt.com/misc/flsb13-26489p.pdf
         See http://bankrupt.com/misc/flsb13-26489c.pdf
         represented by: David A. Carter, Esq.
                         DAVID A. CARTER, P.A.
                         E-mail: dacpa@bellsouth.net

In re CJC Cold Storage, LLC
   Bankr. N.D. Ga. Case No. 13-41996
     Chapter 11 Petition filed July 12, 2013
         See http://bankrupt.com/misc/ganb13-41996.pdf
         represented by: Michael D. Robl, Esq.
                         THE SPEARS & ROBL LAW FIRM, LLC
                         E-mail: mdrobl@tsrlaw.com

In re Settlers' Housing Service, Inc.
   Bankr. N.D. Ill. Case No. 13-28022
     Chapter 11 Petition filed July 12, 2013
         See http://bankrupt.com/misc/ilnb13-28022.pdf
         represented by: Ariane Holtschlag, Esq.
                         LAW OFFICE OF WILLIAM J. FACTOR, LTD.
                         E-mail: aholtschlag@wfactorlaw.com

In re Adrian Kornman
   Bankr. E.D. La. Case No. 13-11938
      Chapter 11 Petition filed July 13, 2013

In re Gladstone Dainty
   Bankr. D. Md. Case No. 13-21911
      Chapter 11 Petition filed July 12, 2013

In re Theodore H. Hawley
      Catherine A. Hawley
   Bankr. D. Mass. Case No. 13-41800
     Chapter 11 Petition filed July 12, 2013
         See http://bankrupt.com/misc/mab13-41800.pdf
         represented by: James P. Ehrhard, Esq.
                         EHRHARD & ASSOCIATES, P.C.
                         E-mail: ehrhard@ehrhardlaw.com

In re Jacquie Chadler
   Bankr. D. Nev. Case No. 13-51396
      Chapter 11 Petition filed July 12, 2013

In re Calm Development, Inc.
   Bankr. D.N.J. Case No. 13-25272
     Chapter 11 Petition filed July 12, 2013
         See http://bankrupt.com/misc/njb13-25272.pdf
         represented by: Louis A. Capazzi, Jr., Esq.
                         LAW OFFICE OF LOUIS A. CAPAZZI, JR.

In re Bronx Shepherds Restoration Crop.
   Bankr. S.D.N.Y. Case No. 13-12295
     Chapter 11 Petition filed July 12, 2013
         See http://bankrupt.com/misc/nysb13-12295.pdf
         represented by: Arlene Gordon-Oliver, Esq.
                         ARLENE GORDON-OLIVER, P.C.
                         E-mail: ago@gordonoliverlaw.com

In re Karen Vedad
   Bankr. S.D.N.Y. Case No. 13-12297
      Chapter 11 Petition filed July 12, 2013

In re Edgewater RV Resort & Marina, LLC
   Bankr. D. Ore. Case No. 13-62673
     Chapter 11 Petition filed July 12, 2013
         See http://bankrupt.com/misc/orb13-62673.pdf
         represented by: Loren S. Scott, Esq.
                         THE SCOTT LAW GROUP
                         E-mail: ecf@scott-law-group.com

In re Jeffrey Steinberg
   Bankr. E.D. Pa. Case No. 13-16133
      Chapter 11 Petition filed July 12, 2013

In re Natalie Steinberg
   Bankr. E.D. Pa. Case No. 13-16133
      Chapter 11 Petition filed July 12, 2013

In re Jose De La Mora-Sanchez
   Bankr. D.P.R. Case No. 13-5732
      Chapter 11 Petition filed July 12, 2013

In re Adam Nash
   Bankr. M.D. Tenn. Case No. 13-6066
      Chapter 11 Petition filed July 12, 2013

In re Willard Nash
   Bankr. M.D. Tenn. Case No. 13-6062
      Chapter 11 Petition filed July 12, 2013

In re Auction Driver Solutions, LLC
   Bankr. N.D. Tex. Case No. 13-33530
     Chapter 11 Petition filed July 12, 2013
         See http://bankrupt.com/misc/txnb13-33530.pdf
         represented by: Eric A. Liepins, Esq.
                         Eric A. Liepins, P.C.
                         E-mail: eric@ealpc.com

In re Dunwell Corporation
   Bankr. N.D. Tex. Case No. 13-33531
     Chapter 11 Petition filed July 12, 2013
         See http://bankrupt.com/misc/txnb13-33531.pdf
         represented by: Arthur I. Ungerman, Esq.
                         E-mail: arthur@arthurungerman.com

In re Ravenscrest Trust
   Bankr. W.D. Wash. Case No. 13-44572
     Chapter 11 Petition filed July 12, 2013
         See http://bankrupt.com/misc/wawb13-44572.pdf
         Filed pro se

In re Naomi Kornman
   Bankr. E.D. La. Case No. 13-11938
      Chapter 11 Petition filed July 13, 2013

In re Jennifer Wilson
   Bankr. N.D. Cal. Case No. 13-11374
      Chapter 11 Petition filed July 14, 2013

In re Denver Structures, LLC
   Bankr. D. Colo. Case No. 13-22052
     Chapter 11 Petition filed July 15, 2013
         See http://bankrupt.com/misc/cob13-22052p.pdf
         See http://bankrupt.com/misc/cob13-22052c.pdf
         represented by: Jeffrey S. Brinen, Esq.
                         E-mail: jsb@kutnerlaw.com

In re Front Avenue Properties, LLC
   Bankr. D. Conn. Case No. 13-31358
     Chapter 11 Petition filed July 15, 2013
         See http://bankrupt.com/misc/ctb13-31358.pdf
         represented by: Douglas J. Lewis, Esq.
                         EVANS & LEWIS
                         E-mail: lewisdouglas74@yahoo.com

In re Michael Torpey
   Bankr. M.D. Fla. Case No. 13-04315
      Chapter 11 Petition filed July 15, 2013

In re Nelida Cartagena
   Bankr. M.D. Fla. Case No. 13-09235
      Chapter 11 Petition filed July 15, 2013

In re The Rack of Tampa, Inc.
   Bankr. M.D. Fla. Case No. 13-09244
     Chapter 11 Petition filed July 15, 2013
         See http://bankrupt.com/misc/flmb13-09244.pdf
         represented by: Buddy D. Ford, Esq.
                         BUDDY D. FORD, P.A.
                         E-mail: Buddy@tampaesq.com

In re Barn Guru, L.L.C.
   Bankr. N.D. Ga. Case No. 13-65429
     Chapter 11 Petition filed July 15, 2013
         See http://bankrupt.com/misc/ganb13-65429.pdf
         represented by: Michael C. Famiglietti, Esq.
                         FAMIGLIETTI LAW FIRM
                         E-mail: lexres@bellsouth.net

In re A.Alphabet Academy, Inc.
   Bankr. W.D. Ky. Case No. 13-32815
     Chapter 11 Petition filed July 15, 2013
         See http://bankrupt.com/misc/kywb13-32815.pdf
         represented by: David M. Cantor, Esq.
                         SEILLER WATERMAN, LLC
                         E-mail: cantor@derbycitylaw.com

In re MWM & Sons, Inc.
   Bankr. D. Md. Case No. 13-22061
     Chapter 11 Petition filed July 15, 2013
         See http://bankrupt.com/misc/mdb13-22061p.pdf
         See http://bankrupt.com/misc/mdb13-22061c.pdf
         represented by: John Douglas Burns, Esq.
                         THE BURNS LAWFIRM, LLC
                         E-mail: jburns@burnsbankruptcyfirm.com

In re Robert Canner
   Bankr. E.D. Mich. Case No. 13-53591
      Chapter 11 Petition filed July 15, 2013

In re 255 Long Beach Road Corp.
   Bankr. E.D.N.Y. Case No. 13-73708
     Chapter 11 Petition filed July 15, 2013
         See http://bankrupt.com/misc/nyeb13-73708.pdf
         represented by: Narissa A. Joseph, Esq.
                         LAW OFFICE OF NARISSA JOSEPH
                         E-mail: njosephlaw@aol.com

In re Maine Management
        aka Trustee Charmaine Prater-McCullum
            Trustee for Fernando A. Colon
            Trustee Charmaine Prater Colon
            Trustee for S. Chiquetta Woods
            Trustee Charmaine Prater Ezengiva
   Bankr. E.D. Pa. Case No. 13-16182
     Chapter 11 Petition filed July 15, 2013
         See http://bankrupt.com/misc/paeb13-16182.pdf
         Filed as Pro Se

In re James Boroughs
   Bankr. W.D. Tenn. Case No. 13-11803
      Chapter 11 Petition filed July 15, 2013

In re GCKMAT, LLC
   Bankr. E.D. Va. Case No. 13-51133
     Chapter 11 Petition filed July 15, 2013
         See http://bankrupt.com/misc/vaeb13-51133.pdf
         represented by: Karen M. Crowley, Esq.
                         CROWLEY, LIBERATORE, RYAN & BROGAN, P.C.
                         E-mail: kcrowley@clrbfirm.com

In re Roberto Ruggeri
   Bankr. C.D. Cal. Case No. 13-14718
      Chapter 11 Petition filed July 16, 2013

In re Baby Couture, Inc.
   Bankr. N.D. Cal. Case No. 13-31613
     Chapter 11 Petition filed July 16, 2013
         See http://bankrupt.com/misc/canb13-31613p.pdf
         See http://bankrupt.com/misc/canb13-31613c.pdf
         represented by: Iain A. Macdonald, Esq.
                         Macdonald Fernandez LLP
                         E-mail: iain@macfern.com

In re Konstantin Kupfer
   Bankr. N.D. Cal. Case No. 13-31611
      Chapter 11 Petition filed July 16, 2013

In re Kupfer Jewelry, Inc.
   Bankr. N.D. Cal. Case No. 13-31612
     Chapter 11 Petition filed July 16, 2013
         See http://bankrupt.com/misc/canb13-31612p.pdf
         See http://bankrupt.com/misc/canb13-31612c.pdf
         represented by: Iain A. Macdonald, Esq.
                         Macdonald Fernandez LLP
                         E-mail: iain@macfern.com

In re Scott Geurin
   Bankr. N.D. Cal. Case No. 13-53804
      Chapter 11 Petition filed July 16, 2013

In re Cindy Magee
   Bankr. S.D. Cal. Case No. 13-7233
      Chapter 11 Petition filed July 16, 2013

In re Russell Maytag
   Bankr. D. Colo. Case No. 13-22101
      Chapter 11 Petition filed July 16, 2013

In re Hope Outreach Ministry, Inc.
        aka H.O.P.E. Outreach Ministry, Inc.
   Bankr. S.D. Fla. Case No. 13-26710
     Chapter 11 Petition filed July 16, 2013
         See http://bankrupt.com/misc/flsb13-26710.pdf
         Filed pro se

In re Phoenix Landscape Maintenance, Inc.
   Bankr. S.D. Fla. Case No. 13-26658
     Chapter 11 Petition filed July 16, 2013
         See http://bankrupt.com/misc/flsb13-26658.pdf
         represented by: Joseph Rodowicz, Esq.
                         E-mail: bankruptcy@rodowiczlaw.com

In re Tunisia LLC
   Bankr. S.D. Fla. Case No. 13-26660
     Chapter 11 Petition filed July 16, 2013
         See http://bankrupt.com/misc/flsb13-26660.pdf
         represented by: Joseph Rodowicz, Esq.
                         E-mail: bankruptcy@rodowiczlaw.com

In re Elkhorn Ambulance Service, Inc.
   Bankr. E.D. Ky. Case No. 13-70429
     Chapter 11 Petition filed July 16, 2013
         See http://bankrupt.com/misc/kyeb13-70429.pdf
         represented by: Noah R. Friend, Esq.
                         Friend & Hunt, Attorneys at Law
                         E-mail: nrfriend@friendandhunt.com

In re Sweet Potato Kids, Inc.
   Bankr. D. Md. Case No. 13-22100
     Chapter 11 Petition filed July 16, 2013
         See http://bankrupt.com/misc/mdb13-22100.pdf
         represented by: Anika Griffith, Esq.
                         Trye,Butler, Mayo, Griffith
                         E-mail: agriffith@tbmglaw.com

In re Fulton Fish Market
   Bankr. E.D.N.Y. Case No. 13-44334
      Chapter 11 Petition filed July 16, 2013

In re Mervin Sakowitz, M.D.
   Bankr. E.D.N.Y. Case No. 13-73717
     Chapter 11 Petition filed July 16, 2013
         See http://bankrupt.com/misc/nyeb13-73717.pdf
         represented by: Harold Seligman, Esq.
                         Long & Tuminello
                         E-mail: hseligman@msn.com

In re Keith Waldrop
   Bankr. E.D. Va. Case No. 13-33837
      Chapter 11 Petition filed July 16, 2013

In re John Gehlen
   Bankr. E.D. Wash. Case No. 13-2827
      Chapter 11 Petition filed July 16, 2013
In re Ronnie Piper
   Bankr. C.D. Cal. Case No. 13-28205
      Chapter 11 Petition filed July 17, 2013

In re Evagelia Glarentzos
   Bankr. S.D. Fla. Case No. 13-26847
      Chapter 11 Petition filed July 17, 2013

In re Creative Wood Concepts, Inc.
   Bankr. N.D. Ill. Case No. 13-28546
     Chapter 11 Petition filed July 17, 2013
         See http://bankrupt.com/misc/ilnb13-28546.pdf
         represented by: William J. Factor, Esq.
                         THE LAW OFFICE OF WILLIAM J. FACTOR, LTD.
                         E-mail: wfactor@wfactorlaw.com

In re Lanphear Tool Works, Inc.
        dba LTW, Inc.
   Bankr. W.D. Mich. Case No. 13-05730
     Chapter 11 Petition filed July 17, 2013
         See http://bankrupt.com/misc/miwb13-05730.pdf
         represented by: Steven L. Rayman, Esq.
                         RAYMAN & KNIGHT
                         E-mail: courtmail@raymanstone.com

In re Carmine Vento
   Bankr. D. Nev. Case No. 13-16186
      Chapter 11 Petition filed July 17, 2013

In re Immigrant Liquors, Inc.
   Bankr. S.D.N.Y. Case No. 13-23196
     Chapter 11 Petition filed July 17, 2013
         See http://bankrupt.com/misc/nysb13-23196.pdf
         represented by: Steven D. Hamburg, Esq.
                         E-mail: kshamburg@optonline.net

In re Darla Shedron-Easley
   Bankr. D. Utah Case No. 13-28100
      Chapter 11 Petition filed July 17, 2013



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, 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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