TCR_Public/130726.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, July 26, 2013, Vol. 17, No. 205

                            Headlines

441 INDUSTRIAL: Case Summary & 2 Unsecured Creditors
AFA INVESTMENT: GOPAC Appeals Order Approving Global Settlement
AK STEEL: Moody's Reviews Ratings for Possible Downgrade
ALLIED SYSTEMS: Time to Remove Civil Actions Extended to Sept. 9
ALLIED SYSTEMS: Plan Filing Period Extended Until Sept. 4

ALLIED SYSTEMS: Opposes Yucaipa Bid to Block Replacement Loans
ALLIED SYSTEMS: Petitioning Creditors, Committee Oppose KEIP
AMBAC FINANCIAL: AAC Hires Goldin Assoc. in Detroit Bankruptcy
AMBAC FINANCIAL: Rehabilitator's 3rd Report on Segregated Acct.
AMBAC FINANCIAL: Posts $282-Mil. Net Profit in First Quarter

AMERICAN AIRLINES: Salt Lake, Michigan Treasurers Balk at Plan
AMERICAN AIRLINES: Creditors Challenge Bid to Earmark $331MM
AMERICAN AIRLINES: Wins OK for Pillsbury as Special Counsel
AMERICAN AIRLINES: NY Port Authority Inks Deal to Settle Claim
ARCAPITA BANK: Inks Settlement Agreement on Eurolog Expenses

ASCENA RETAIL: S&P Withdraws 'BB-' Corporate Credit Rating
BELLISIO FOODS: Moody's Lowers Ratings on New Sr. Debt Facilities
BERWIND REALTY: Parties Correct Draft Order on Bid to Cancel Liens
BIOVEST INTERNATIONAL: R. Smith Had 4.3% Equity Stake at July 18
BOMBARDIER INC: CSeries Delay No Impact on Fitch Ratings

BRANDYWINE INDUSTRIAL: Case Summary & 4 Unsec. Creditors
CAPITALSOURCE INC: Fitch Puts 'B' IDR on Rating Watch Pos.
CAPITOL BANCORP: Procedures for Bank Unit Stock Sale Approved
CAROLINA BEVERAGE: Moody's Retains B3 CFR on $10MM Debt Increase
CDW LLC: S&P Retains 'B+' Rating Following Proposed $190MM Add-On

CHINA NATURAL: Court Enters Order for Relief in Involuntary Case
COLLEGE BOOK: May Sell Assets to CBR Funding for $4.5MM
CONTINENTAL CAPITAL: Thomas Zaremba Concludes Liquidation
CRM HOLDINGS: Bid to Appeal in Securities Litigation Rejected
DELL INC: Price Talks Still Within Fitch Rating Guidance

DETROIT, MI: Can Enjoy Protections of Bankruptcy
DETROIT, MI: Did Not Bargain with All Unions, Labor Chief Says
DETROIT, MI: Michigan Wins Delay of Bankruptcy Filing Challenge
DEWEY STRIP: Wants to Employ NWA as Lead Counsel
DEWEY STRIP: Wants to Employ Womble Carlyle as Delaware Co-Counsel

DISH NETWORK: AutoHop Feature May Have Long-Term Negative Effects
DOGWOOD PROPERTIES: Creditor Seeks Stay Relief; Hearing on Aug. 14
DYNEGY HOLDINGS: Plan Effectivity Deadline Again Extended
EDISON MISSION: Lease Decision Period on Unexpired Leases Extended
EDISON MISSION: Noteholders End EIX Transaction Support Agreement

ENERGY FUTURE: Creditors Working on Debt-Reduction Plan
EXCEL MARITIME: Court Denies Expedited Discovery on Plan Outline
EXIDE TECHNOLOGIES: Court OKs Rejection of Shreveport Lease
EXIDE TECHNOLOGIES: Wins Final Approval for $500-Mil. in Loans
FOREST CITY: Fitch Rates $300MM Senior Unsecured Notes 'BB-'

FREESEAS INC: Issues 625,000 Add'l Settlement Shares to Hanover
GANNETT CO: S&P Assigns 'BB' Rating to $500MM Sr. Notes Due 2020
HANESBRANDS INC: S&P Retains 'BB' CCR After Maidenform Acquisition
HARRISBURG, PA: Creditors Near Deal on Debt Crisis
HIGHWAY TECHNOLOGIES: Files Schedules of Assets and Liabilities

IGPS COMPANY: Wins Nod For $39MM Sale Despite Fierce Flak
IN THE PLAY: Allen & Vellone Okayed as Bankruptcy Co-Counsel
ING US: Fitch Rates Junior Subordinated Notes at 'BB'
JEFFERSON COUNTY: S&P Puts 'C' Underlying Rating on Watch Negative
KIDSPEACE CORP: FTI Consulting OK'd as Committee Financial Advisor

KIDSPEACE CORP: Lowenstein & Fitzpatrick Okayed as Panel's Lawyers
LEAR CORP: Loses Dismissal Bid in Auto Parts Antitrust Litigation
LEHMAN BROTHERS: LibertyView Funds Reach Deal to Amend Claims
LEHMAN BROTHERS: Court Rejects 6 Claims Totaling $3MM Against LBI
LEHMAN BROTHERS: LBI Trustee Objects to Countrywide Class Claims

LEHMAN BROTHERS: Increases Estimate of Cash Levels to $80.6BB
LEHMAN BROTHERS: Files Updated Cash Flow Estimates
LEHMAN BROTHERS: Pensions Don't Get Priority Over Creditors
LIBERTY TIRE: S&P Lowers CCR to 'B-'; Outlook Stable
LIFE UNIFORM: Rival to Buy After No Other Bidders Emerge

LIGHTSQUARED INC: Lenders Propose Plan Based on LBAC's $2.2B Bid
LIGHTSQUARED INC: Lenders Propose Reorganization Plan
LORD & TAYLOR: S&P Lowers CCR to 'B'; Outlook Stable
MAXCOM TELECOMUNICACIONES: Files Plan Backed by Ventura Capital
METAVATION LLC: Revstone Unit Seeks Bankruptcy to Sell Assets

MF GLOBAL: Corzine Asks Judge to Dismiss Trustee Freeh's Suit
MI PUEBLO: Hispanic Grocery Store Chain Files Bankruptcy
MICHAELS STORES: Moody's Rates New $700MM PIK Toggle Notes Caa1
MICHAELS STORES: S&P Rates New $700MM Sr. Unsecured PIK Notes CCC+
MOBILESMITH INC: Sells $200,000 Additional Convertible Note

MOTORS LIQUIDATION: No Units Distribution for June 30 Quarter
MOUNTAIN PROVINCE: Gahcho Kue Receives MVEIRB Approval
MSR RESORT: Trades Jabs with Five Mile Over IP Assets From Sale
NASH FINCH: S&P Revises Outlook to Positive & Affirms 'B+' CCR
NATIONWIDE INSURANCE: A.M. Best Hikes Finc'l Strength Rating to B

NEXT 1 INTERACTIVE: Incurs $1.4 Million Net Loss in May 31 Qtr.
ORECK CORP: Bankruptcy Court Approves TTI Asset Acquisition
ORMET CORP: Now OC Liquidation; Settlement Approved
PENSON WORLDWIDE: Objections to Liquidation Plan Filed
PLAYA HOTELS: S&P Assigns Preliminary 'B' CCR; Outlook Stable

PLYMOUTH OIL: Plan Confirmation Hearing Taken Under Advisement
POWERWAVE TECHNOLOGIES: Ch. 7 Creditor Objects to Proposed IP Sale
PRIMCOGENT SOLUTIONS: July 30 Hearing on Orix's Bid to Foreclose
PROMMIS HOLDINGS: Has Green Light to Terminate MHS Services Pact
PWK TIMBERLAND: Wants Until Nov. 21 to Propose Chapter 11 Plan

QUEBECOR MEDIA: Proposed $300MM Term Loan Gets Moody's B1 Rating
RADIAN GROUP: Posts $33.2-Mil. Net Loss in Q2 Ended June 30
RANCHO CALIFORNIA: Chapter 11 Case Dismissed
REALOGY CORP: Inks Underwriting Pact for Sale of 25MM Shares
RENEGADE HOLDINGS: Liquidation Underway After Sale Bid Fails

RESIDENTIAL CAPITAL: Deadline to Remove Actions Moved to Oct. 31
RESIDENTIAL CAPITAL: Can Use $54MM Per Month for Servicer Advances
RESIDENTIAL CAPITAL: Objects to $713-Mil. Calif. Litigation Claims
RESIDENTIAL CAPITAL: To Pay $230MM to Settle FRB Review Order
REVSTONE INDUSTRIES: BFG Wants Subsidiaries Placed in Chapter 7

REVSTONE INDUSTRIES: Committee Plan Outline Has Aug. 21 Hearing
REVSTONE INDUSTRIES: BFG Wants Subsidiaries Placed in Chapter 7
REVSTONE INDUSTRIES: Unit Files Ch. 11, Plans $25MM Sale
ROBERT BAIN: Case Summary & 3 Unsecured Creditors
ROTECH HEALTHCARE: Arranges $357.5MM Loans for Ch. 11 Exit

ROTECH HEALTHCARE: Seeks Authority to Obtain Texas Surety Bonds
ROTECH HEALTHCARE: Objects to Delay of Aug. 20 Plan Hearing
ROTECH HEALTHCARE: Seeks Approval of Exit Financing
RURAL/METRO CORP: S&P Lowers Corporate Credit Rating to 'SD'
SCC KYLE: Court Confirms Second Amended and Modified Plan

SEVEN COUNTIES SERVICES: May Hire & Pay Peritus Public Relations
SEVEN SEAS: CIBC Dodges $77M Suit Over Failed Oil Well
SOUTH LAKES DAIRY: Court Approves Accord With Seley and Cargill
SOUTHERN MONTANA ELECTRIC: Beartooth Joins Liquidation Bid
SPECIALTY PRODUCTS: Seeks Direct Appeal to 3rd Circuit

STOCKTON, CA: Leaders Expect Bankruptcy-Exit Plan in September
STREAMTRACK INC: Reports $27K Net Income in Third Quarter
SUNSHINE HOTELS: Ordered to Make Amendments to Plans
SYNAGRO TECHNOLOGIES: Confirmation Hearing Set for Aug. 20
SYNAGRO TECHNOLOGIES: Wants Stay Modified to Resolve Civil Action

SYNAGRO TECHNOLOGIES: G. Villar Seeks Lift Stay Order
SYNOVUS FINANCIAL: Moody's Rates New $130MM Preferred Stock Caa1
TALON INTERNATIONAL: Chairman Held 10.4% Equity Stake at July 12
TALON INTERNATIONAL: Perrtech Buys 8.3 Million Common Shares
TALON INTERNATIONAL: Kutula Buys 38.8 Million Common Shares

THORNBURG MORTGAGE: Liberty Mutual Pays $2.1MM to Settle Row
TLO LLC: Seeks Continued Use of Cash Collateral Through Oct. 31
TLO LLC: Seeks Authority to Obtain $2-Mil. More in DIP Loans
TLO LLC: Hires Lawyer for Dispute With William Price, Greencook
TMT USA: U.S. Trustee Appoints Creditors' Committee

TMT USA: Lenders Object to Request for Cash Collateral Use
TMT USA: Judge Clears Shipper to Restructure in Chapter 11
TOUSA INC: J Beck Named as Liquidation Trustee
TOUSA INC: Jefferies, Castle Creek Seek "Senior Debt" Treatment
TPF II LC: S&P Assigns Preliminary 'B+' Rating to $475MM Loan

TPO HESS: Wins Approval of $19.3 Million Sale
TRAVELPORT: New $120MM Credit Facility Gets Moody's B1 Rating
TXCO RESOURCES: Bankruptcy Court Vacates Ruling in Peregrine Suit
U.S. RENAL: Moody's Rates $335MM First Lien Term Loan 'Ba3'
U.S. RENAL: S&P Assigns 'B' Rating to $335MM Incremental Loan

U.S. XPRESS: $250MM Sr. Notes Issuance Gets Moody's Caa1 Rating
U.S. XPRESS: S&P Rates $250MM Senior Secured Notes 'B-'
UNIVERSAL COMPUTER: S&P Lowers CCR to 'B'; Outlook Stable
USA BROADMOOR: Files Proposed Reorganization Plan
VERTIS HOLDINGS: World Graphic to Help Pursuing Insurance Claim

VILLAGIO PARTNERS: Chapter 11 Reorganization Case Closed
VPR CORP: Texas Judge Clears to Auction Oil and Gas Wells
W.R. GRACE: Reports $82.8-Mil. Net Income in Second Quarter
WALTER ENERGY: Liquidity Concern Cues Moody's to Cut CFR to Caa1
WOODSIDE HOMES: Fitch Assigns 'B' Issuer Default Rating

WORLD IMPORTS: Can Use Cash Collateral Thru Aug. 2
WORLDCOM INC: Must Pay Federal Excise Taxes, 2nd Cir. Says
YARWAY CORP: Wants Deadline to Remove Actions Moved Until Nov. 18
YONKERS RACING: Moody's Assigns 'Ba3' Rating to New $245MM Loan
YONKERS RACING: S&P Rates $245MM First Lien Loan 'BB-'

YRC WORLDWIDE: Plans to Offer $350 Million Worth of Securities

* Biggest Banks Face Fed Restoring Barriers in Commodities
* Calif. Court Battle Sets Stage for Pension Reform Showdown
* Calls For Policy Fix Grow As NY Rulings Limit Trustee Power
* CFTC Charges High-Speed Trader Under New Powers

* Dealmakers Focus on Quality Execution, PwC's M&A Outlook Reveals
* SEC Accuses Miami of Misleading Investors in Muni Bonds
* Senate Told Federal Courts In Dire Straits Under Sequestration

* Fitch: Increased Activity Diminishes US Refinancing Cliff Risk
* Fitch: Charter Schools Fail to Meet Investment-Grade Expectation
* S&P Applies Revised Insurance Criteria to 26 Insurance Groups
* S&P Applies Revised Insurance Criteria to 14 Marine Mutuals
* Delaware Slated for New Judge Amid Court Money Crunch

* BOOK REVIEW: Jacob Fugger the Rich: Merchant and Banker of
               Augsburg, 1459-1525

                            *********

441 INDUSTRIAL: Case Summary & 2 Unsecured Creditors
----------------------------------------------------
Debtor: 441 Industrial Park, Ltd.
        1411 Edgewater Drive, Suite 101
        Orlando, FL 32804

Bankruptcy Case No.: 13-08816

Chapter 11 Petition Date: July 18, 2013

Court: U.S. Bankruptcy Court
       Middle District of Florida (Orlando)

Judge: Karen S. Jennemann

Debtor's Counsel: Kenneth D. Herron, Jr., Esq.
                  WOLFF, HILL, MCFARLIN & HERRON, P.A.
                  1851 West Colonial Drive
                  Orlando, FL 32804
                  Tel: (407) 648-0058
                  Fax: (407) 648-0681
                  E-mail: kherron@whmh.com

Estimated Assets: $0 to $50,000

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

The Company?s list of its two largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flmb13-08816.pdf

The petition was signed by Caren J. Hewitt, general partner.

Affiliates that simultaneously filed Chapter 11 petitions:

        Entity                         Case No.
        ------                         --------
HAP, Inc.                              13-08817
Horizon West Properties                13-08818


AFA INVESTMENT: GOPAC Appeals Order Approving Global Settlement
---------------------------------------------------------------
Greater Omaha Packing Co., Inc., and its insurers, Continental
Casualty Company and its North American insurance affiliates,
appeals under 28 U.S.C. Sec. 158(a) and Rules 8001 and 8002 of the
Federal Rules of Bankruptcy Procedure from the order of the U.S.
Bankruptcy Court for the District of Delaware approving the
revised global settlement and entered in AFA Investment, Inc., et
al.'s bankruptcy cases on July 2, 2013.

The U.S. Bankruptcy Court for the District of Delaware approved
this month a global settlement signed by (A) AFA Investment Inc.,
et al.; (B) the Official Committee of Unsecured Creditors; (C)
Term B Loan Lenders; (D) the agent for the second lien lenders;
(E) Beef Products Inc.; (F) American Capital Limited; (G) other
prepetition second lien lenders; and (H) Nelia Sanchez, on behalf
of herself and others similarly situated.

The settlement provides that:

   -- the Term B Loan Claim and the Second Lien Claim are deemed
allowed secured claims against the Debtors' estates in an amount
no less than $1,400,000 and $74,595,210, respectively.

   -- the ACAS Claims are deemed an allowed secured Second Lien
Claim against the Debtors' estates in the amount of $3,100,000 --
which claim is part of the $71,559,210 in Second Lien Obligations
? and will be paid on the terms set forth in the Settlement Term
Sheet and the Third Amendment.

   -- The Second Lien Agent is awarded a superpriority adequate
protection claim in the amount of $2,250,000 as adequate
protection for the diminution in value of its security interest
consistent.

A copy of the order approving the Revised Global Settlement is
available at http://bankrupt.com/misc/afainvestment.doc1114.pdf

                         About AFA Foods

King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the
largest processors of ground beef products in the United States.
AFA had seven facilities capable of producing 800 million pound of
ground beef annually.  Revenue in 2011 was $958 million.

Yucaipa Cos. acquired the business in 2008 and currently owns 92%
of the common stock and all of the preferred stock.

AFA Foods, AFA Investment Inc. and other affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on
April 2, 2012, after recent changes in the market for its ground
beef products and the impact of negative media coverage related to
boneless lean beef trimmings (BLBT) affected sales.

Judge Mary Walrath presides over the case.  Laura Davis Jones,
Esq., Timothy P. Cairns, Esq., and Peter J. Keane, Esq., at
Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware; Tobias
S. Keller, Esq., at Jones Day, in San Francisco; and Jeffrey B.
Ellman, Esq., and Brett J. Berlin, Esq., at Jones Day, in Atlanta,
Georgia, represent the Debtors.  FTI Consulting Inc. serves as the
Debtors' financial advisors and Imperial Capital LLC serves as
marketing consultants.  Kurtzman Carson Consultants LLC serves as
noticing and claims agent.

As of Feb. 29, 2012, the Debtors' books and records on a
consolidated basis, reflected approximately $219 million in assets
and $197 million in liabilities.  AFA Foods, Inc., disclosed
$615,859,574 in assets and $544,499,689 in liabilities as of the
Petition Date.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the official committee of unsecured creditors in the
Debtors' cases.  The Committee has obtained approval to hire
McDonald Hopkins LLC as lead counsel and Potter Anderson &
Corroon LLP serves as co-counsel.  The Committee also obtained
approval to retain J.H. Cohn LLP as its financial advisor.

AFA, in its Chapter 11 case, sold plants and paid off the first-
lien lenders and the loan financing the Chapter 11 effort.
Remaining assets are $14 million cash and the right to file
lawsuits.

General Electric Capital Corp. and Bank of America Corp. provided
about $60 million in DIP financing.  The loan was paid off in
July 2012.

In October 2012, the Bankruptcy Court denied a settlement that
would have released Yucaipa Cos., the owner and junior lender to
AFA Foods, from claims and lawsuits the creditors might otherwise
bring, in exchange for cash to pay unsecured creditors' claims
under a liquidating Chapter 11 plan.  Under the deal, Yucaipa
would receive $11.2 million from the $14 million, with the
remainder earmarked for unsecured creditors.  Asset recoveries
above $14 million would be split with Yucaipa receiving 90% and
creditors 10%.  Proceeds from lawsuits would be divided roughly
50-50.


AK STEEL: Moody's Reviews Ratings for Possible Downgrade
--------------------------------------------------------
Moody's Investors Service placed AK Steel Corporation's B2
corporate family rating, B2-PD probability of default rating, B1
senior secured first lien debt rating and B3 senior unsecured
notes and revenue bond ratings under review for downgrade. The
revenue bonds, which have separate loan agreements with AK Steel
Corporation, are guaranteed by AK Steel Holding Corporation and
are ultimately obligations of the company. The company's
Speculative Grade Liquidity rating remains at SGL-3.

On Review for Possible Downgrade:

Issuer: AK Steel Corporation

Probability of Default Rating, Placed on Review for Possible
Downgrade, currently B2-PD

Corporate Family Rating, Placed on Review for Possible Downgrade,
currently B2

Senior Secured Regular Bond/Debenture Dec 1, 2018, Placed on
Review for Possible Downgrade, currently B1

Senior Unsecured Conv./Exch. Bond/Debenture Nov 15, 2019, Placed
on Review for Possible Downgrade, currently B3

Senior Unsecured Regular Bond/Debenture May 15, 2020, Placed on
Review for Possible Downgrade, currently B3

Senior Unsecured Regular Bond/Debenture Apr 1, 2022, Placed on
Review for Possible Downgrade, currently B3

Issuer: Butler County Industrial Dev. Auth., PA

Senior Unsecured Revenue Bonds Jun 1, 2024, Placed on Review for
Possible Downgrade, currently B3

Issuer: Ohio Air Quality Development Authority

Senior Unsecured Revenue Bonds Jun 1, 2024, Placed on Review for
Possible Downgrade, currently B3

Issuer: Rockport (City of) IN

Senior Unsecured Revenue Bonds Jun 1, 2028, Placed on Review for
Possible Downgrade, currently B3

Outlook Actions:

Issuer: AK Steel Corporation

Outlook, Changed To Rating under Review from Negative

Ratings Rationale:

The review for downgrade reflects Moody's belief that AK Steel's
operating performance will remain challenged by the fundamental
weaknesses affecting the steel industry and that a recovery of
debt protection metrics to levels that are more appropriate for a
B2 rating within the medium term has become increasingly unlikely.
The review also incorporates the tightening in AK Steel's
liquidity position given the cash requirements in the second
quarter 2013 and the reduction in the company's cash position to
approximately $58 million at June 30, 2013 from $192 million at
March 31, 2013 although the company continues to have meaningful
availability under its $1.1 billion asset backed revolving credit
facility ($858 million available at June 30, 2013).

Moody's estimates that for the 12 months ending June 30, 2013, key
metrics such as debt/EBITDA and EBIT/interest (including Moody's
standard accounting adjustments) will approximate more than 10.7x
and below 0.2x, respectively -- levels that it has indicated would
exert downward pressure on AK Steel's ratings.

The review will focus on the potential for AK Steel to improve
performance with respect to tons shipped, realized prices, costs,
and operating and free cash flow generation capability and whether
credit metrics over the next 12 to 18 months could improve to and
be sustained at levels that are appropriate for a B2 rating. The
review will also consider the outlook for steel prices and the end
markets served, capital expenditure requirements, including for
Magnetation LLC, funding of pension contributions, and liquidity
available to meet ongoing requirements.

The principal methodology used in this rating was the Global Steel
Industry Methodology published in October 2012. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Headquartered in West Chester, Ohio, AK Steel Corporation ranks as
a middle tier integrated steel producer in the United States,
operating seven steelmaking and finishing plants in Indiana,
Kentucky, Ohio and Pennsylvania. The company produces flat-rolled
carbon steels, including coated, cold-rolled and hot-rolled
products, as well as specialty stainless and electrical steels.
Principal end markets include automotive, steel service centers,
appliance, industrial machinery, infrastructure, construction and
distributors and converters. The company also holds a 49.9%
interest in Magnetation LLC, a company that produces iron ore
concentrate from previously mined ore and through its AK Coal
subsidiary is a developing metallurgical coal mines. Revenues for
the twelve months ending June 30, 2013 were approximately $5.7
billion and steel shipments were approximately 5.4 million tons.


ALLIED SYSTEMS: Time to Remove Civil Actions Extended to Sept. 9
----------------------------------------------------------------
On July 11, 2013, the U.S. Bankruptcy Court for the District of
Delaware entered a fourth order extending the time by which Allied
Systems Holdings, Inc., et al., must file notices of removal of
civil actions pursuant to 28 U.S.C. Sec. 1452 and Bankruptcy Rule
9027, through Sept. 9, 2013.

                        About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.

Yucaipa Cos. has 55 percent of the senior debt and took the
position it had the right to control actions the indenture trustee
would take on behalf of debt holders.  The state court ruled in
March 2013 that the loan documents didn't allow Yucaipa to vote.

In March, the bankruptcy court also gave the official creditors'
committee authority to sue Yucaipa.  The suit includes claims that
the debt held by Yucaipa should be treated as equity or
subordinated so everyone else is paid before the Los Angeles-based
owner. The judge is allowing Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.


ALLIED SYSTEMS: Plan Filing Period Extended Until Sept. 4
---------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delaware has extended Allied Systems Holdings,
Inc., et al.'s exclusive periods to file and obtain acceptances of
a plan through and including Sept. 4, 2013, and Nov. 4, 2013,
respectively.

The Debtors say they need the additional time to continue the
negotiations, including mediation, with parties-in-interest who
objected the Debtors' plan to implement an exit strategy by
selling substantially all of their assets pursuant to a sale under
Section 363 of the Bankruptcy Code.  The Debtors will continue to
confer with their major constituencies to ascertain whether common
ground can be reached in this regard.

                        About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.

Yucaipa Cos. has 55 percent of the senior debt and took the
position it had the right to control actions the indenture trustee
would take on behalf of debt holders.  The state court ruled in
March 2013 that the loan documents didn't allow Yucaipa to vote.

In March, the bankruptcy court also gave the official creditors'
committee authority to sue Yucaipa.  The suit includes claims that
the debt held by Yucaipa should be treated as equity or
subordinated so everyone else is paid before the Los Angeles-based
owner. The judge is allowing Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.


ALLIED SYSTEMS: Opposes Yucaipa Bid to Block Replacement Loans
--------------------------------------------------------------
Allied Systems Holdings, Inc., et al., object to Yucaipa American
Alliance Fund I, L.P.'s and Yucaipa American Alliance (Parallel)
Fund I., L.P's motion to reconsider and/or amend the U.S.
Bankruptcy Court for the District of Delaware's final order
granting the Debtors authorization to obtain postpetition secured
replacement DIP Financing and related relief, entered June 21,
2013.

The Replacement DIP Facility was linked to bidding procedures,
also approved by the Court with the consent of the major creditor
constituencies other than Yucaipa, for a sale of the Debtors'
assets under Section 363 of the Bankruptcy Code.  The sale is
scheduled for Aug. 14, 2013, with bids due on Aug. 8, 2013.

According to the Debtors, Yucaipa is not specific as to the relief
it is seeking, but the practical consequence of granting the
Motion Reconsideration would be to deprive the Debtors of the
funds needed to maintain their operations until the sale process
scheduled for August 2013 can be completed and a sale of the
Debtors' assets closed.  Thus, instead of completing the orderly
sales process that the Court, the Debtors and the Official
Committee of Unsecured Creditors, among others, agreed would be
the best path forward for the Debtors and their constituents,
Yucaipa seeks relief that would result in a forced liquidation, to
the detriment of the Debtors' 1,800 employees and its lenders,
customers, vendors, and stakeholders.

The Debtors cited:

   1. First, Yucaipa is precluded under the First Lien Agreement
from filing a motion asserting a purported right, in its capacity
as Lender thereunder, to adequate protection

   2. Second, Yucaipa is precluded from filing a motion asserting
a right to adequate protection under the Requisite Lender
provisions of the First Lien Credit Agreement.

   3. Third, Yucaipa is precluded, by virtue of Bankruptcy Code
Section 364(c), from obtaining the relief sought in the Motion for
Reconsideration.  Yucaipa did not seek a stay of the Replacement
DIP Order.  Further, not only have the parties closed the
Replacement DIP Loan in good faith reliance on the Court's order,
but the majority of its proceeds have been disbursed, mostly to
pay off the 2012 Yucaipa DIP Facility.  Although some of the
proceeds remain undisbursed, the entire Replacement DIP Facility
was entered in order to maintain the Debtors' operations through
the 363 sale process ? a process that would be de-railed if the
Replacement DIP Order were withdrawn or modified after the fact.

   4. Fourth, even if Yucaipa were not precluded, in the three
ways set forth above, from seeking the relief sought in the Motion
for Reconsideration, Yucaipa would not be entitled to this relief,
because the Court did not commit "clear error" in finding that the
interest of Yucaipa, in its capacity as Lender, was adequately
protected in the Replacement DIP Order.

A copy of the Debtors' objection is available at:

      http://bankrupt.com/misc/alliancesystems.doc1427.pdf

                           DIP Financing

As reported in the TCR on July 16, 2013, Yucaipa filed a motion
asking the Bankruptcy Court to reconsider its order authorizing
the Debtors to obtain a replacement DIP financing.

According to Yucaipa, which holds $134.8 million in principal
amount of first lien debt and $20 million in principal amount of
second lien debt, the Court should reconsider its order because
the Debtors did not present any evidence -- and could not present
that evidence -- demonstrating that they met their burden of
providing adequate protection to non-consenting holders of
Prepetition First Lien Debt and Prepetition Second Lien Debt.

Yucaipa's counsel, Michael R. Nestor, Esq., at Young Conaway
Stargatt & Taylor, LLP, in Wilmington, Delaware, argued that the
Debtors failed to prove that the Prepetition First Lien Lenders
and Prepetition Second Lien Lenders -- Yucaipa included -- would
be adequately protected against the diminution in the value of the
Prepetition Lenders' collateral in light of the senior priming
liens granted in that collateral by the Replacement DIP Order.

Accordingly, the Replacement DIP Order contravenes the protections
afforded to Prepetition First Lien Lenders and Prepetition Second
Lien Lenders under Section 364 of the Bankruptcy Code and should
reconsidered and then reversed and/or modified, as applicable,
Yucaipa asserted.

                    Yucaipa Balks at Adjournment

Yucaipa opposes the motion of petitioning creditors BDCM
Opportunity Fund II, LP, Black Diamond CLO 2005-1 Ltd. and
Spectrum Investment Partners, L.P. to adjourn the hearing on
Yucaipa's motion for reconsideration.

In their motion filed July 12, the Petitioning Creditors told the
Court that there is no urgency or exigency that requires the Court
to hear the Motion to Reconsider on July 19th instead of July
30th.

                        About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.

Yucaipa Cos. has 55 percent of the senior debt and took the
position it had the right to control actions the indenture trustee
would take on behalf of debt holders.  The state court ruled in
March 2013 that the loan documents didn't allow Yucaipa to vote.

In March, the bankruptcy court also gave the official creditors'
committee authority to sue Yucaipa.  The suit includes claims that
the debt held by Yucaipa should be treated as equity or
subordinated so everyone else is paid before the Los Angeles-based
owner. The judge is allowing Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.


ALLIED SYSTEMS: Petitioning Creditors, Committee Oppose KEIP
------------------------------------------------------------
Creditors who signed the involuntary Chapter 11 petition for
Allied Systems Holdings, Inc., et al., -- namely, BCDM Opportunity
Fund II, LP, Black Diamond CLO 2005-1 LTD, and Spectrum Investment
Partners, L.P. -- object to the Debtors' motion for authority to
pay incentive bonuses to seven insiders of the Debtors in an
aggregate amount of between $1.235 million to $2.85 million,
citing:

    * First, the Incentive Plan is not necessary because each of
the Participants is already incentivized to effectuate a sale of
the Debtors' assets by virtue of the Retention Agreement to which
such Participant is a party.

    * Second, the Participants already have a fiduciary obligation
to maximize the value of the Debtors' assets in a Sale.  No
additional incentives should be required.

    * Third, the Bid Deadline in August 8th and the auction (if
one is necessary) is scheduled for August 14th.  At this juncture,
there is little, if anything, that the Participants can do to
influence the level of Sale Proceeds to be received by the Debtors
pursuant to a Sale.

    * Fourth, the bonuses contemplated are grossly
disproportionate to those provided to other key employees of the
Debtors pursuant to the Key Employee Retention Program previously
approved by the Court.

    * Fifth, the design of the proposed incentive Plan (which
required the Participant to remain in the Debtors' employ in order
to receive payment) and the arguments presented by Mercer in
support (i.e., the Incentive Plan is necessary to bring the
Participants' compensation in line with "market") evidence that
the proposed plan is really a retention plan rather than an
incentive plan.
In any event, according to the Petitioning Creditors, comparisons
to "market" are inapplicable based on the facts and circumstances
of the Debtors' cases.

The Official Committee of Unsecured Creditors of the Debtors also
opposes the payment of incentive bonuses to certain of the
Debtors' senior management, mirroring the same arguments described
by the Petitioning Creditors in their objection.

Moreover, the Teamsters National Automobile Industry Negotiating
Committee ("TNATINC"), a creditor, party in interest, and the
national negotiating committee of local unions affiliated with the
International Brotherhood of Teamsters ("IBT") which are the
exclusive collective bargaining representatives of over 1000
bargaining unit employees of the Debtors, also objects to the
KEIP.

TNATINC says that the Court should be particularly sensitive to
the impact any approval of such a plan would have on the
bargaining unit employees represented by TNATINC.  The morale and
continuing commitment and work of the Debtors' bargaining unit
employees is essential to maintaining the Debtors' viability
through the current restructuring process.  This is no time for
unjustified and inappropriate giveaways to insiders.

                        About Allied Systems

BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and
Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary
petitions for Allied Systems Holdings Inc. and Allied Systems Ltd.
(Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012.
The signatories of the involuntary petitions assert claims of at
least $52.8 million for loan defaults by the two companies.

Allied Systems, through its subsidiaries, provides logistics,
distribution, and transportation services for the automotive
industry in North America.

Allied Holdings Inc. previously filed for chapter 11 protection
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31,
2005.  Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP,
represented the Debtors in the 2005 case.  Allied won confirmation
of a reorganization plan and emerged from bankruptcy in May 2007
with $265 million in first-lien debt and $50 million in second-
lien debt.

The petitioning creditors said Allied has defaulted on payments of
$57.4 million on the first lien debt and $9.6 million on the
second.  They hold $47.9 million, or about 20% of the first-lien
debt, and about $5 million, or 17%, of the second-lien obligation.
They are represented by Adam G. Landis, Esq., and Kerri K.
Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris,
Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP.

Allied Systems Holdings Inc. formally put itself and 18
subsidiaries into bankruptcy reorganization June 10, 2012,
following the filing of the involuntary Chapter 11 petition.

The Company is being advised by the law firms of Troutman Sanders,
Gowling Lafleur Henderson, and Richards Layton & Finger.

The bankruptcy court process does not include captive insurance
company Haul Insurance Limited or any of the Company's Mexican or
Bermudan subsidiaries.  The Company also announced that it intends
to seek foreign recognition of its Chapter 11 cases in Canada.

An official committee of unsecured creditors has been appointed in
the case.  The Committee consists of Pension Benefit Guaranty
Corporation, Central States Pension Fund, Teamsters National
Automobile Transporters Industry Negotiating Committee, and
General Motors LLC.  The Committee is represented by Sidley Austin
LLP.

Yucaipa Cos. has 55 percent of the senior debt and took the
position it had the right to control actions the indenture trustee
would take on behalf of debt holders.  The state court ruled in
March 2013 that the loan documents didn't allow Yucaipa to vote.

In March, the bankruptcy court also gave the official creditors'
committee authority to sue Yucaipa.  The suit includes claims that
the debt held by Yucaipa should be treated as equity or
subordinated so everyone else is paid before the Los Angeles-based
owner. The judge is allowing Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.


AMBAC FINANCIAL: AAC Hires Goldin Assoc. in Detroit Bankruptcy
--------------------------------------------------------------
Ambac Assurance Corporation believes that the proposal put forth
by the City of Detroit's state-appointed emergency manager, as
well as the failure on the part of the State of Michigan to
protect the status of General Obligation bonds, is harmful to
Detroit and the interests of taxpayers in Michigan.  A successful
revitalization of the City will be dependent upon its ability to
access cost-effective financing in the future, including General
Obligation funding, the Company said in a July 8, 2013 public
statement.  Such access will be needlessly imperiled as a result
of the emergency manager's approach and the State's apparent
support thereof.

Ambac has hired Harrison J. Goldin of Goldin Associates, LLC to
help advise Ambac on Detroit.  Mr. Goldin helped lead New York
City through its fiscal crisis and revitalization as the elected
Comptroller of The City of New York.

Mr. Goldin commented: "The State of Michigan is making a grave
error in its support for the proposed treatment of the General
Obligation bonds previously issued by the City of Detroit that are
backed by a pledge of the City's full faith and credit. The
revitalization of Detroit depends on its ability to re-access the
credit markets in order to finance critical improvements to its
infrastructure.  It is short-sighted to signal to lenders that
they cannot trust the City's unconditional pledge to repay its
general obligation debts, especially given that the General
Obligation bonds in question comprise less than 3% of the City's
estimate of its liabilities."

Additionally, in response to investor inquiries on the matter,
Ambac confirms that the liabilities associated with its Detroit
insured exposure are obligations of Ambac's general account.
Ambac honors general account claims with full, timely payments in
accordance with the terms of such policies.  Ambac's current
insured exposure is summarized below:

          Type of Exposure            Outstanding Net Par
          Detroit Limited Tax GO      $92.7 million
          Detroit Unlimited Tax GO    $77.6 million

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.

Ambac's bond insurance unit, Ambac Assurance Corp., is being
restructured by state regulators in Wisconsin.  AAC is domiciled
in Wisconsin and regulated by the Office of the Commissioner of
Insurance of the State of Wisconsin.  The parent company is not
regulated by the OCI.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.  The second modified version of the confirmed Plan was
declared effective on May 1, 2013, with Ambac obtaining bankruptcy
court approval of a $100+ million claims settlement with the
Internal Revenue Service.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMBAC FINANCIAL: Rehabilitator's 3rd Report on Segregated Acct.
---------------------------------------------------------------
The Rehabilitator of the Segregated Account of Ambac Assurance
Corporation filed the third Annual Report on the Rehabilitation of
the Segregated Account of Ambac Assurance Corporation on June 5,
2013.  The Report was filed in the Circuit Court for Dane County,
Wisconsin, the Honorable William D. Johnston presiding, and in the
U.S. District Court for the Western District of Wisconsin, the
Honorable Barbara B. Crabb presiding.  Dual filings were made at
the time of filing in light of a pending removal action and motion
to remand.

The third Annual Report summarizes and describes certain events
and developments in the rehabilitation proceeding that have
occurred since the filing of the previous Annual Report on May 24,
2012.

The Report discloses that the total claims-paying resources are
estimated at approximately $5.3 billion as of Dec. 31, 2012, a
$1 billion increase from estimated claims-paying resources of
$6.3 billion as of Dec. 31, 2011.  The primary components of
claims-paying resources are:

    (i) $4.7 billion of investment portfolio assets at statutory
        carrying value,

   (ii) $0.4 billion in net present value of future installment
        premiums, and

  (iii) $0.2 billion of statutory value comprising (a) investments
        in, and loss on guarantees of, subsidiaries, (b)
        intercompany loans, and (c) miscellaneous assets.

A full-text copy of the Third Annual Report of the Segregated
Account is available at http://is.gd/4uCVJM

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.

Ambac's bond insurance unit, Ambac Assurance Corp., is being
restructured by state regulators in Wisconsin.  AAC is domiciled
in Wisconsin and regulated by the Office of the Commissioner of
Insurance of the State of Wisconsin.  The parent company is not
regulated by the OCI.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.  The second modified version of the confirmed Plan was
declared effective on May 1, 2013, with Ambac obtaining bankruptcy
court approval of a $100+ million claims settlement with the
Internal Revenue Service.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMBAC FINANCIAL: Posts $282-Mil. Net Profit in First Quarter
------------------------------------------------------------
Ambac Financial Group, Inc., in May 2013, posted a first quarter
2013 net profit of $282.3 million, as compared to a first quarter
2012 net profit of $253.3 million.  Relative to first quarter
2012, the improvement in first quarter 2013 results was primarily
driven by lower loss and loss expenses, higher net realized
investment gains, and income from variable interest entities
(VIE's), partially offset by lower net investment income,
derivative product revenues, and other income. In addition, a
reduction to the credit valuation adjustment ("CVA"), resulting
from the improved perception of Ambac Assurance's credit quality,
lowered net income by $99.6 million and $138.1 million for the
three months ending March 31, 2013 and 2012, respectively.

First Quarter 2013 Summary

Relative to the first quarter of 2012,

* Net premiums earned increased $5.3 million to $100.3 million
* Net investment income decreased $27.0 million to $85.1 million
* Net realized investment gains increased $45.7 million to $46.1
     Million
* Other income decreased $55.3 million to $9.5 million
* Derivative product revenue decreased $47.5 million to a loss
     of $0.6 million
* Income on VIEs increased $23.1 million to $38.3 million
* Loss and loss expenses decreased $48.8 million to a net
     benefit of $51.1 million
* Operating and interest expense decreased $12.8 million to
     $57.6 million

Financial Results

Net Premiums Earned

Net premiums earned for the first quarter of 2012 were $100.3
million, up 6% from $95.0 million earned in the first quarter of
2012. Net premiums earned include accelerated premiums which
result from calls and other policy accelerations recognized
during the quarter. Accelerated premiums were $29.4 million in
the first quarter of 2013, up 86% from $15.8 million in the first
quarter of 2012. The increase in accelerated premiums was
primarily the result of a negative acceleration on a structured
finance policy that was terminated during the first quarter of
2012. Normal net premiums earned, which exclude accelerated
premiums, were $70.9 million in the first quarter of 2013, down
10% from $79.2 million in the first quarter of 2012. The decline
in normal net premiums earned was primarily due to the continued
run-off of the insured portfolio.

Net Investment Income

Net investment income for the first quarter of 2013 was $85.1
million, a decrease of 24% from $112.1 million earned in the
first quarter of 2012.

Financial Guarantee net investment income declined 20% to $83.9
million from $105.2 million which was largely attributable to a
lower overall invested asset base, partially offset by a greater
percentage of higher yielding assets, including residential
mortgage backed securities ("RMBS") insured by Ambac Assurance
Corporation ("Ambac Assurance"). Additionally, investment income
for the first quarter of 2012 benefited from the favorable impact
of actual and projected cash flows on certain Ambac Assurance
insured RMBS. Since the first quarter of 2012, the collection of
installment premiums and interest on invested assets was more
than offset by claims payments, including partial claim payments
on Segregated Account policies, commutation payments, and the
repurchase of surplus notes in the second quarter of 2012.

Financial Services investment income for the three months ended
March 31, 2013 was $1.2 million compared to $6.8 million for the
first quarter of 2012. The decline in Financial Services
investment income was driven primarily by sales of securities to
fund payments under investment agreements and the partial
repayment of intercompany loans from Ambac Assurance.

Net Realized Investment Gains

Net realized investment gains were $46.1 million for the three
months ended March 31, 2013, as compared to $0.4 million for the
three months ended March 31, 2012. The gains were primarily
related to recoveries received from a litigation settlement
associated with a previously written off investment in the
financial services business.

Derivative Products

For the first quarter of 2013, the derivative products business
produced a net loss of $0.6 million compared to net gains of
$47.0 million for the first quarter of 2012. The derivative
products portfolio has been positioned to record gains in a
rising interest rate environment in order to provide a hedge
against the impact of rising rates on certain exposures within
the financial guarantee insurance portfolio. While results in
both periods were primarily attributable to mark-to-market gains
in the portfolio due to rising interest rates, partially offset
by mark-to-market losses resulting from the more favorable view
of Ambac Assurance, the favorable impact of rising interest rates
was greater in the first quarter of 2012. Changes in the CVA
included in the fair value of financial services derivative
liabilities contributed losses of $30.1 million and $35.3 million
for the first quarter of 2013 and 2012, respectively.

Other Income

Other income for the three months ending March 31, 2013 was $9.5
million as compared to $64.8 million for the three months ended
March 31, 2012. The change in other income was primarily due to
market-to-market gains of $61.7 million recognized during the
first quarter of 2012 relating to Ambac's option to call certain
surplus notes issued by Ambac Assurance. Ambac called these
surplus notes in the second quarter of 2012.

Income on Variable Interest Entities

Income on variable interest entities for the three months ended
March 31, 2013 was $38.3 million compared to $15.2 million for
the three months ending March 31, 2012. The gain in both periods
was the result of positive changes in the fair value of VIE net
assets.

Financial Guarantee Loss Reserves

Loss and loss expenses for the first quarter of 2013 were a net
benefit of $51.1 million compared to a net benefit of $2.3
million for the first quarter of 2012. The net benefit for the
three months ended March 31, 2013 was driven by lower estimated
losses in the first lien RMBS portfolio.

Loss and loss expenses paid, net of recoveries and reinsurance
from all policies, amounted to a net recovery of $12.3 million
during the first quarter of 2013. The amount of actual claims
paid during the period was impacted by the claims payment
moratorium imposed on March 24, 2010 as part of the Segregated
Account rehabilitation proceedings. On September 20, 2012, in
accordance with certain rules published by the rehabilitator of
the Segregated Account (the "Policy Claim Rules"), the Segregated
Account commenced paying 25% of each permitted policy claim that
arose since the commencement of the claims payment moratorium.
Claims permitted in accordance with the Policy Claim Rules in the
first quarter of 2013 were $418.6 million, including $89.5
million relating to the moratorium period, March 24, 2010 through
July 31, 2012. At March 31, 2013, a total of $3.6 billion of
presented claims remain unpaid because of the Segregated Account
rehabilitation proceedings and related court orders.

Loss reserves (gross of reinsurance and net of subrogation
recoveries) as of March 31, 2013 were $6.0 billion, down 1% from
$6.1 billion at December 31, 2012. The following table provides
loss reserves by bond type:

($ in millions)                 Mar. 31, 2013    Dec. 31, 2012
                                -------------    -------------
RMBS                              $3,425          $3,560
Student Loans                        1,081           1,041
Public Finance                         185             205
Ambac UK (including
   loss adjustment expenses)          657             619
All other credits                    565             563
Loss adjustment expenses
   (excluding Ambac UK)               132             134
                                -------------    -------------
    Total                          $6,045          $6,122

RMBS loss reserves, including unpaid claims, declined 4% to $3.4
billion at March 31, 2013 from $3.6 billion at December 31, 2012.
Reserves as of March 31, 2013, are net of $2.5 billion of
estimated representation and warranty breach remediation
recoveries, substantially unchanged from December 31, 2012. Ambac
Assurance is pursuing remedies and enforcing its rights, through
lawsuits and other methods, to seek redress for breaches of
representations and warranties and fraud related to various RMBS
transactions.

Expenses

Underwriting and operating expenses for the three months ended
March 31, 2013 were $34.4 million, as compared to $36.5 million
for the three months ended March 31, 2012. Underwriting and
operating expenses for the three months ended March 31, 2013 were
driven by lower consulting costs, legal fees, and reinsurance
commissions paid, partially offset by higher premium taxes and
compensation expenses. Interest expense was $23.2 million during
the first quarter of 2013 versus $33.8 million in the first
quarter of 2012. The decrease in interest expense during the
first quarter of 2013 was primarily attributable to the lower par
amount of surplus notes outstanding following Ambac's exercise of
certain call options on surplus notes in June 2012, and lower
investment agreement liabilities outstanding during the period.

Reorganization Items, Net

For purposes of presenting an entity's financial evolution during
a Chapter 11 reorganization, the financial statements for periods
including and after filing the Chapter 11 petition distinguish
transactions and events that are directly associated with the
reorganization from the ongoing operations of the business.
Reorganization items during the three months ended March 31, 2013
were $2.1 million as compared to $2.5 million for the three
months ending March 31, 2012. The decrease was due to lower
professional fees incurred following the confirmation of the
bankruptcy plan of reorganization in March 2012.

Balance Sheet and Liquidity

Total assets decreased during the first quarter of 2013 to $26.2
billion from $27.1 billion at December 31, 2012. The decrease in
total assets was due to declines in VIE assets to $16.8 billion
from $17.8 billion and premium receivables to $1.5 billion from
$1.6 billion, partially offset by an increase in the consolidated
non-VIE investment portfolio to $6.5 billion from $6.3 billion.

During the first quarter of 2013, the fair value of the financial
guarantee non-VIE investment portfolio increased by $183.1
million to $6.1 billion, as of March 31, 2013. The portfolio
consists primarily of high quality municipal and corporate bonds,
asset backed securities, and non-agency RMBS, including Ambac
Assurance guaranteed RMBS. The increase in fair value between
periods reflects higher valuations, particularly with respect to
Ambac Assurance guaranteed RMBS, partially offset by the use of
assets to fund the partial payment of Segregated Account
permitted policy claims. The fair value of the financial services
investment portfolio was substantially unchanged during the first
quarter.

In accordance with ASC Topic 852 -- Reorganizations, fresh start
accounting principles are to be applied once a company's
reorganization plan is confirmed by the bankruptcy court, and
there are no remaining material contingencies to complete
implementation of the plan. All conditions required for the
adoption of fresh start accounting principles were satisfied by
Ambac on April 30, 2013. The financial statements as of May 1,
2013 and for subsequent periods will report the results of the
reorganized company with no beginning retained earnings. A pro-
forma balance sheet, with the application of fresh start
accounting principles as of March 31, 2013, is presented in
Ambac's quarterly report on Form 10-Q for the quarter ended March
31, 2013.

Segregated Account Rehabilitation

The Rehabilitator of the Segregated Account has informed Ambac
that it intends to seek rulings from the IRS as to certain tax
issues associated with potential amendments to the Segregated
Account Rehabilitation Plan. Pursuant to such amendments, surplus
notes would not be issued with respect to the unpaid balance of
permitted policy claims, but such balance would be recorded by
the Segregated Account as outstanding policy obligations which
would accrue interest at a rate of 5.1%, compounded annually
until paid. If favorable rulings are received by the
Rehabilitator from the IRS as to such tax issues, then the
Rehabilitator would likely file amendments to the Segregated
Account Rehabilitation Plan to effect such changes. Additionally,
the Rehabilitator is considering seeking approval from the
Rehabilitation Court for the Segregated Account to make cash
payments in excess of 25% of the permitted policy claim amount
("Supplemental Payments") with respect to certain insured
securities so that cash flow in the related securitization trusts
that would have been available to reimburse Ambac Assurance had
it paid claims in full is not diverted to uninsured holders who
would not have received such cash flow if claims had been paid in
full. Without making such Supplemental Payments, Ambac Assurance
would likely realize lower levels of reimbursements than
currently contemplated by our reserves in the relevant
transactions. It is presently anticipated that the Rehabilitator
will initially identify approximately 14 transactions on which
the Segregated Account would make Supplemental Payments.

        Overview of Ambac Assurance Statutory Results

During the first quarter of 2013, Ambac Assurance generated
statutory net income of $202.8 million. First quarter 2013
results were primarily attributable to premiums earned of $95.2
million, net investment income of $92.4 million, and net loss and
loss expenses (benefit) of ($59.0) million, partially offset by
an increase in impairments of $20.8 million relating to
intercompany loans and guarantees of subsidiary liabilities, plus
other expenses of $24.3 million. As of March 31, 2013, Ambac
Assurance reported policyholder surplus of $159.5 million, up
from $100.0 million at December 31, 2012. Pursuant to a
prescribed accounting practice, the results of the Segregated
Account are not included in Ambac Assurance's financial
statements if Ambac Assurance's surplus is (or would be) less
than $100.0 million. As of December 31, 2012, Ambac Assurance's
General Account (the "General Account") did not assume $163.7
million of the Segregated Account insurance liabilities under the
Segregated Account reinsurance agreement. Since the General
Account's surplus grew in the three months ending March 31, 2013,
the amount of liabilities assumed by the General Account from the
Segregated Account during the first quarter of 2013 was not
capped. The Segregated Account reported statutory policyholder
surplus of $101.5 million as of March 31, 2013, up from ($61.8)
million as of December 31, 2012.

Ambac Assurance's claims-paying resources amounted to
approximately $5.6 billion as of March 31, 2013, up approximately
$0.1 billion from $5.5 billion at December 31, 2012. This
excludes Ambac Assurance UK Limited's ("Ambac UK") claims-paying
resources of approximately $1.1 billion. The increase in claims
paying resources was primarily attributable to net insurance loss
recoveries, premium collections, and principal and interest
received on investments.

                       About Ambac Financial

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provided financial guarantees and
financial services to clients in both the public and private
sectors around the world.

Ambac Financial filed a voluntary petition for relief under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No.
10-15973) in Manhattan on Nov. 8, 2010.

Ambac's bond insurance unit, Ambac Assurance Corp., is being
restructured by state regulators in Wisconsin.  AAC is domiciled
in Wisconsin and regulated by the Office of the Commissioner of
Insurance of the State of Wisconsin.  The parent company is not
regulated by the OCI.

Bank of New York Mellon Corp., as trustee to seven different types
of notes, is listed as the largest unsecured creditor, with claims
totaling about US$1.62 billion.

The Blackstone Group LP is the Debtor's financial advisor.
Kurtzman Carson Consultants LLC is the claims and notice agent.
KPMG LLP is tax consultant to the Debtor.

Anthony Princi, Esq., Gary S. Lee, Esq., and Brett H. Miller,
Esq., at Morrison & Foerster LLP, in New York, serve as counsel
to the Official Committee of Unsecured Creditors.  Lazard Freres
& Co. LLC is the Committee's financial advisor.

Bankruptcy Judge Shelley C. Chapman entered an order confirming
the Fifth Amended Plan of Reorganization of Ambac Financial Group,
Inc. on March 14, 2012.  The Plan provides for the full payment of
secured claims and 8.5% to 13.2% recovery for general unsecured
claims.  The second modified version of the confirmed Plan was
declared effective on May 1, 2013, with Ambac obtaining bankruptcy
court approval of a $100+ million claims settlement with the
Internal Revenue Service.

Bankruptcy Creditors' Service, Inc., publishes AMBAC BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceeding undertaken
by Ambac Financial Group and the restructuring proceedings of
Ambac Assurance Corp. (http://bankrupt.com/newsstand/or 215/945-
7000).


AMERICAN AIRLINES: Salt Lake, Michigan Treasurers Balk at Plan
--------------------------------------------------------------
The Michigan Department of Treasury and The Salt Lake
County Treasurer are opposing confirmation of the Chapter 11
reorganization plan proposed by AMR Corp. and its subsidiaries to
get out of bankruptcy protection.

Salt Lake County Deputy District Attorney Zachary Shaw said it is
"unclear" from the proposed plan whether the company intends to
pay its claim as a secured or priority tax claim.

"The county objects to the plan to the extent that it classifies
the county's claim as a priority tax claim and not a secured
claim," Mr. Shaw said in a court filing.

The Salt Lake County Treasurer asserts a $83,710 claim against
American Airlines Inc., AMR's regional carrier.  It holds a lien
on a property owned by the carrier for unpaid property taxes for
tax year 2001.  As of Aug. 15, 2013, the delinquent taxes will
total $90,561, according to the filing.

AMR filed on April 15 its restructuring plan, which sets out how
much creditors will recover on their claims.

Under the plan, AMR unsecured creditors with $2.6 billion in
claims and creditors with $6.8 billion in claims backed by
aircraft will receive a full recovery.  The company's
shareholders will get a 3.5% stake in a combined company with the
potential for additional shares.

The plan is based on AMR's $11 billion merger with US Airways
Group Inc.  Under the merger, equity in the combined company will
be split, with 72% to AMR's stakeholders and creditors and 28% to
US Airways shareholders.

Judge Sean Lane of U.S. Bankruptcy Court for the Southern
District of New York will hold a hearing on Aug. 15 to consider
approval of the plan.

Separately, Richard Golden, an AMR creditor and trustee for the
Elsie Z. Golden Trust, asked Judge Lane to temporarily allow his
claims for the purpose of voting on the restructuring plan.

Mr. Richard Golden can be reached at:

     Golden & Golden, P.C.
     10627 Jones Street, Ste 101B
     Fairfax, Virginia 22030
     Tel: (703) 691-0117

Mr. Zachary Shaw can be reached at:

     2001 South State Street #S3600
     Salt Lake City, Utah 84114-4575
     Telephone: (801) 468-2684
     Fax: (801) 468-2646

                  Michigan Dept. of Treasury

The Michigan Department of Treasury questioned certain provisions
of the Plan that may prevent it from collecting tax debt from non-
debtors in violation of Tax Injunction Act.  Specifically, the
agency is opposing Articles 10.7 and 10.8, which clear and release
non-debtors from liabilities, and Article 10.11, which is a
special provision for governmental units.

The Department further said approval of the plan under the
Bankruptcy Code is precluded by the treatment proposed for the
agency's claims.

"The plan fails to meet all the applicable provisions of
Section 1129(a) and fails to meet the fair and equitable standard
required for impaired classes," the agency said.

AMR filed on April 15 its restructuring plan, which is based on
its $11 billion merger with US Airways Group Inc.  Under the
deal, equity in the merged company will be split, with 72% to
AMR's shareholders and creditors and 28% to US Airways
shareholders.

The plan sets out how much creditors will recover on their
claims.  AMR unsecured creditors with $2.6 billion in
claims and creditors with $6.8 billion in claims backed by
aircraft will receive a full recovery.  The company's
shareholders will get a 3.5% stake in a merged company with the
potential for additional shares.

                      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: Creditors Challenge Bid to Earmark $331MM
------------------------------------------------------------
AMR Corp.'s bid to establish a $331 million reserve for disputed
claims is being met with opposition from Mission Funding Epsilon
and several other creditors.

The company on July 1 asked for approval from the U.S. Bankruptcy
Court in Manhattan to establish a reserve for disputed claims,
which assert almost $5 billion.  AMR estimates that the allowed
amount of the disputed claims subject to the reserve won't exceed
$113 million.

In a July 18 filing, Mission Funding said the amount of the pool
suggested is "inadequate and unfair" to holders of disputed
claims.

Mission Funding, which asserts $123 million in claims, said the
total amount of its claims alone exceeds by over $10 million what
AMR predicts will be the ultimate allowed amount of disputed
claims.

"Approval of the $331 million cap would mean any claim subject
thereto may not receive its full allowed amount," it said.

AWAS Aviation Services Inc., Manufacturers and Traders Trust
Co. and UnionBanCal Leasing Corp. raised similar concerns, saying
the amount of funds that AMR proposed to allocate for the reserve
is "preposterously low " and "may inevitably deprive creditors of
their ability to recover on their claims."

Meanwhile, the committee of retired AMR workers questioned the
exclusion from the reserve of its claims against the company and
its regional carrier, American Airlines Inc.

AMR excluded the claims of the committee, which it says, won't
have a claim against its estate regardless of whether the
committee wins or loses the lawsuit filed against it by the
company.

AMR also drew flak from U.S. Bank Trust N.A., Bridgestone
Aircraft Tire (USA) Inc., SKF USA Inc., Wells Fargo Bank and a
group of creditors led by AT&T Credit Holdings Inc.

U.S. Bank asked the bankruptcy court to deny AMR's request to the
extent that it prevents the establishment of a reserve for the
so-called make-whole amount.

U.S. Bank and AMR have been fighting in court over whether the
company owes its bondholders, who are represented by the bank, a
penalty fee in connection with the prepayment of more than $1.3
billion in debt.

To recall, the bankruptcy court ruled in January that the debt
could be repaid without the make-whole.  U.S. Bank appealed that
decision.  The bank, arguing the make-whole is due, relied in
part on the so-called 1110 election AMR made early in the
bankruptcy.

The term, which is derived from Section 1110 of the Bankruptcy
Code, requires an airline to decide within 60 days of bankruptcy
whether to retain aircraft.  If the airline elects to keep
aircraft, it must agree to "perform all obligations" under the
loan documents.

Judge Sean Lane was slated to hold a hearing on July 25 to
consider approval of the proposed $331 million reserve.

AT&T group is represented by:

     Scott D. Talmadge, Esq.
     Jonathan M. Agudelo, Esq.
     Neal R. Hampton, Esq.
     KAYE SCHOLER LLP
     425 Park Avenue
     New York, NY 10022-3598
     Tel: (212) 836-8000
     Email: scott.talmadge@kayescholer.com
            jonathan.agudelo@kayescholer.com
            neal.hampton@kayescholer.com

AWAS, M&T and UnionBanCal are represented by:

     David A. Rosenzweig, Esq.
     FULBRIGHT & JAWORSKI LLP
     666 Fifth Avenue
     New York, NY 10103
     Tel: (212) 318-3000
     Email: david.rosenzweig@nortonrosefulbright.com

Bridgestone Aircraft Tire (USA) Inc. is represented by:

     Julie Cvek Curley, Esq.
     DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP
     One North Lexington Avenue, 11th Floor
     White Plains, NY 10601
     Tel: (914) 681-0200
     Email: jcvek@ddw-law.com

Mission Funding Epsilon is represented by:

     David R. Seligman, P.C., Esq.
     Jeffrey W. Gettleman, Esq.
     KIRKLAND & ELLIS LLP
     300 North LaSalle
     Chicago, IL 60654-3406
     Tel: (312) 862-2000
     Fax: (312) 862-2200
     Email: david.seligman@kirkland.com
            jeffrey.gettleman@kirkland.com

          -- and --

     James H.M. Sprayregen, P.C., Esq.
     KIRKLAND & ELLIS LLP
     601 Lexington Avenue
     New York, NY 10022-4611
     Tel: (212) 446-4800
     Fax: (212) 446-4900
     Email: james.sprayregen@kirkland.com

The retirees' committee is represented by:

     Catherine L. Steege, Esq.
     Charles B. Sklarsky, Esq.
     Melissa M. Hinds, Esq.
     JENNER & BLOCK LLP
     353 North Clark Street
     Chicago, IL 60654-3456
     Tel: (312) 222-9350
     Fax: (312) 527-0484
     Email: csteege@jenner.com
            csklarsky@jenner.com
            mhinds@jenner.com

SKF USA Inc. is represented by:

     Henry Jaffe, Esq.
     James C. Carignan, Esq.
     PEPPER HAMILTON LLP
     Hercules Plaza, Suite 5100
     1313 Market Street, P.O. Box 1709
     Wilmington, DE 19899-1709
     Tel: (302) 777-6500
     Fax: (302) 421-8390
     E-mail: jaffeh@pepperlaw.com
             carignanj@pepperlaw.com

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

     Ira H. Goldman, Esq.
     Kathleen M. LaManna, Esq.
     SHIPMAN & GOODWIN LLP
     One Constitution Plaza
     Hartford, CT 06103-1919
     Tel: (860) 251-5000
     Fax: (860) 251-5218

Wells Fargo Bank N.A. is represented by:

     Amy M. Tonti, Esq.
     REED SMITH LLP
     225 Fifth Avenue, Suite 1200
     Pittsburgh, PA 15222
     Tel: (412) 288-3247
     Fax: (412) 288-3063
     Email: atonti@reedsmith.com

                      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.

American Airlines, American Eagle and the AmericanConnection
carrier serve 260 airports in more than 50 countries and
territories with, on average, more than 3,300 daily flights.  The
combined network fleet numbers more than 900 aircraft.

The Company reported a net loss of $884 million on $18.02 billion
of total operating revenues for the nine months ended Sept. 30,
2011.  AMR recorded a net loss of $471 million in the year 2010, a
net loss of $1.5 billion in 2009, and a net loss of $2.1 billion
in 2008.

AMR's balance sheet at Sept. 30, 2011, showed $24.72 billion
in total assets, $29.55 billion in total liabilities, and a
$4.83 billion stockholders' deficit.

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.

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


AMERICAN AIRLINES: Wins OK for Pillsbury as Special Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan gave AMR Corp. and its
affiliated debtors the go-signal to hire Pillsbury Winthrop Shaw
Pittman LLP as their special counsel.

Pillsbury will assist the company's regional carrier American
Airlines Inc. in connection with the new financing obtained by
the carrier from major banks to get out of bankruptcy, which was
approved by the court in May.

                      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: NY Port Authority Inks Deal to Settle Claim
--------------------------------------------------------------
AMR Corp. signed an agreement to settle the claim of the Port
Authority of New York and New Jersey tied to 12 lease contracts
that will be assumed by the company.

Under the deal, both sides agreed to reduce the claim from
$1,496,610 to $350,296, and to increase by $160,947 the amount
that should be paid to the port authority to cure AMR's default
under the lease contracts.  A copy of the agreement is available
for free at http://is.gd/Qw7e6u

Margaret Taylor Finucane, Esq., and James Begley, Esq., represent
the Port Authority of New York and New Jersey.  The lawyers can
be reached at:

     225 Park Ave. South, 13th Floor
     New York, NY 11001
     Telephone: (212) 435-3462

                      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


ARCAPITA BANK: Inks Settlement Agreement on Eurolog Expenses
------------------------------------------------------------
On July 23, 2013, the U.S. Bankruptcy Court for the Southern
District of New York approved a stipulation and agreed order
entered into by and among the Arcapita Bank B.S.C.(c) and its
affiliated debtors, the Official Committee of Unsecured Creditors,
and Freshfields Bruckhaus Deringer LLP, which settles all issues
related to the payment of the Freshfields Invoices (for legal fees
and expenses incurred in connection with the Eurolog IPO) without
further litigation.

Pursuant to the Stipulation and Order, the Debtors are authorized
and directed to pay the Settlement Amount of GBP750,231 to
Freshfields on the Effective Date of the Second Amended Joint Plan
of Reorganization of the Debtors, representing a 15% reduction in
fees from that requested in the Fee Motion.  The Settlement Amount
will be an Allowed Administrative Expense Claim (as defined in the
Plan) upon entry of this Stipulation and Order.

Under the Stipulation and Order, Freshfields agrees to waive any
claim against the Debtors and each of the EuroLog Affiliates for
fees and expenses incurred by Freshfields due and owing under the
Engagement Letter through the date of this Order, even if such
amounts exceed the amounts set forth in the Freshfields Invoices.

Further, Freshfields will not seek payment from any of the Debtors
or their successors, including the Reorganized Debtors (as defined
in the Plan), on account of fees or expenses incurred after the
date of this Order for any services rendered by Freshfields that
relate to (i) the Engagement Letter, or (ii) any transactions
involving the EuroLog IPO or the EuroLog Assets.

Within ten (10) business days following entry of the Stipulation
and Order, the Debtors will use their best efforts to enter into
the Reimbursement Agreement, which will be in form and substance
acceptable to the Committee, which will obligate certain owners of
the EuroLog Assets (as defined in the Fee Motion) to reimburse the
Settlement Amount to the Debtors; provided, however, that the
Debtors' obligation to pay the Settlement Amount to Freshfields as
an Allowed Administrative Expense Claim will be absolute and not
conditioned upon the Reimbursement Agreement in any way.

As reported in the TCR on March 22, 2013, the Debtors seek to
provide approximately $10.2 million in funding to certain non-
Debtor affiliates.  Specifically, the Debtors request the Court to
confirm their authority to lend certain amount to their non-Debtor
EuroLog Affiliates in accordance with Section 363(c) of the
Bankruptcy Code.  The Company said that as an investment bank,
funding investments in portfolio companies fits squarely within
the Debtors' ordinary course of business, and that even if the
Court disagrees, there is ample support to loan the funds needed
to pay the IPO Fees pursuant to Section 363(b) of the Bankruptcy
Code because doing so constitutes a sound exercise of business
judgment.

The EuroLog Affiliates own and operate a variety of warehousing
assets located throughout Europe, which assets consist of (1)
46 warehouse properties with a gross leasable area of approx.
15 million square feet that are located in seven countries across
Europe; (2) six undeveloped real estate parcels located in
four countries that are suitable for development of approximately
6.6 million square feet of additional leasable area; and (3) a
group of real estate asset management companies with nearly 70
employees in eight offices.

According to papers filed with the Court, even though the EuroLog
IPO was not completed after launch, each of the IPO Professionals
provided valuable services that inured to the benefit of the
Debtors' estates.  Arcapita says that without their efforts, the
EuroLog Affiliates would not have been able to file the Intention
to Float and would not have even had the opportunity to launch the
EuroLog IPO.  The fact that the EuroLog IPO was not completed does
not in any way detract from the quality and importance of the
services rendered, Arcapita said.

                        About Arcapita Bank

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

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

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

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

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

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

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

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

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

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

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


ASCENA RETAIL: S&P Withdraws 'BB-' Corporate Credit Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew its 'BB-'
corporate credit rating on Suffern, N.Y.-based specialty apparel
retailer Ascena Retail Group Inc., at the company's request.


BELLISIO FOODS: Moody's Lowers Ratings on New Sr. Debt Facilities
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings to B2 from B1 on
Bellisio Foods, Inc.'s newly proposed senior secured credit
facilities, consisting of a $30 million revolver, a $162 million
term loan, $20 million CAD term loan and up to $133 million
delayed draw term loan (DDTL). Concurrently, Moody's affirmed the
company's Corporate Family Rating and Probability of Default
rating at B2 and B2-PD, respectively. The downgrade of the
proposed credit facility instrument ratings was prompted by a
change in the proposed capital structure whereby $25 million of
unrated mezzanine notes will now be repaid concurrent with the
closing of this financing. The repayment reflects a material
reduction of subordinated debt cushion that was provided by the
mezzanine notes.

The proposed term loans and revolver are expected to refinance the
company's existing senior secured credit facilities and repay a
portion of the existing unrated mezzanine notes, while the DDTL is
expected to provide acquisition financing for the purchase of
Overhill Farms at close. Moody's notes that the DDTL may also be
drawn, subject to certain conditions, for the repayment of the
remainder of the company's existing unrated mezzanine notes and to
make permitted acquisitions. The rating outlook is maintained at
stable.

The following ratings have been downgraded subject to Moody's
review of final documentation:

  Proposed $30 million senior secured revolving credit facility
  due 2018 to B2 (47%, LGD3) from B1 (42%, LGD3);

  Proposed $162 million (originally $155 million) senior secured
  term loan due 2019 to B2 (47%, LGD3) from B1 (42%, LGD3);

  Proposed $133 million (originally $160 million) senior secured
  term loan due 2019 to B2 (47%, LGD3) from B1 (42%, LGD3);

  Proposed $20 million CAD senior secured term loan due 2019 at
  B2 (47%, LGD3). (Formerly part of senior secured term loan due
  2019).

The following ratings have been affirmed:

  B2 Corporate Family Rating; and

  B2-PD Probability of Default Rating.

The following ratings will be withdrawn upon completion of the
transaction:

  $170 million first lien term loan due 2017 at B1 (42%, LGD3);
  and

  $30 million first lien revolving credit facility due 2016 at B1
  (42%, LGD3).

The outlook is maintained at stable

Ratings Rationale:

The B2 Corporate Family Rating reflects Bellisio's relatively
small scale, moderately high leverage, narrow product focus, and
exposure to commodity input prices. However, the rating benefits
from the company's relatively stable cash flow generation and
well-established market position in the value segment of the
frozen dinner and entree market. While the company continues to
have a meaningful dependence on its primary manufacturing
location, this risk is partially mitigated by the presence of
newly acquired facilities that enhance the company's geographic
reach. The rating also incorporates Bellisio's potential for
modest organic growth stemming from new licensing arrangements,
growth in its co-packing and private label businesses, and further
expansion into the premium segment of dinners and entrees related
to the Boston Market brand, which increases penetration beyond the
value segment. The rating also derives support from Bellisio's
good liquidity profile, which is bolstered by Moody's expectation
for modest free cash flow generation in the next 12 to 18 months.

The B2 ratings on the company's proposed $162 million term loan,
$20 million CAD term loan, $133 million DDTL (assuming $101
million drawn) and $30 million revolving credit facility reflect
their first priority lien status on substantially all assets of
the company and upstream guarantees by all existing and future
subsidiaries. The CAD facility has a 100% security interest in the
Canadian assets of the company and a guarantee from the US
borrower. The ratings also benefit from the expected loss
absorption that would be provided by $32 million of mezzanine
notes due 2020 (unrated).

The stable outlook reflects Moody's expectation that financial
leverage will moderately improve during the next twelve months.
While operating margins remain exposed to commodity price
volatility, Moody's believes Bellisio will continue to focus on
cost management efforts and organic growth initiatives to help
offset the potential impact of any future cost pressures. The
stable outlook also assumes the company will have limited
integration issues associated with the acquisition of Overhill.

Upward ratings momentum is currently viewed as unlikely prior to a
sustained reduction in leverage to 3.0 times, given Moody's view
that the company's rating is limited by its scale and product
diversification relative to other packaged food companies as well
as its private equity ownership.

The ratings could be downgraded if Bellisio's profitability
materially declines, resulting in a debt-to-EBITDA ratio sustained
above 5.0 times, or if the company's liquidity profile
deteriorates. Potential causes include the tightening of margins
as a result of the company's inability to pass through large
commodity cost increases or significant missteps in integration
efforts or in implementing new product initiatives.

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

Bellisio Foods, Inc. produces more than 200 frozen entrees and
snacks in the value segment under the Michelina's brand, including
Authentico, Traditional, Lean Gourmet and Zap'Ems Gourmet. The
company also has a more limited though increasing presence in the
premium frozen entree arena, in large part due to the Boston
Market brand it has been distributing on behalf of Overhill for
the past two years, and full control of which will come through
the Overhill acquisition. In addition, the company generates
roughly 20% of its revenues from producing co-packed and private
label frozen foods. Centre Partners Management, LLC and affiliates
acquired Bellisio in December 2011. Revenues for the twelve months
ending April 21, 2013 were roughly $370 million.


BERWIND REALTY: Parties Correct Draft Order on Bid to Cancel Liens
------------------------------------------------------------------
Berwind Realty, LLC, and Banco Popular de Puerto Rico, creditor,
ask the U.S. Bankruptcy Court for the District of Puerto Rico to
(i) enter an amended order and writ for cancellation of liens, and
(ii) order the Puerto Rico Property Registrar, the executive
director of the Municipal Revenue Collection Center, and the
secretary of the Puerto Rico Treasury Department to perform the
actions necessary in the records under their custody to cancel all
pre-consummation date liens that appear over the property.

The Debtor and BPPR filed their motion for cancellation of
pre-consummation date liens on June 3, 2013, along with a draft
proposed order and writ for cancellation.

The parties were made aware on June 24, that the proposed order
and writ for cancellation of liens contained certain deficiencies
which needed to be corrected.

In this relation, BPPR submits the proposed amended order and writ
for cancellation of pre-transfer date liens for the Court's
analysis and consideration.

                       About Berwind Realty

Berwind Realty, LLC, filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 12-02701) in Old San Juan, Puerto Rico, on April 5, 2012.
Berwind Realty, a real estate firm, scheduled assets of
$53.8 million and liabilities of $58.1 million.  Berwind Realty's
president, Saleh Yassin signed the petition.  Charles A. Cuprill,
PSC Law Offices, serves as bankruptcy counsel.

Judge Brian K. Tester of the U.S. Bankruptcy Court for the
District of Puerto Rico signed off on an order dated March 28,
2013, confirming Berwind's Plan of Reorganization.


BIOVEST INTERNATIONAL: R. Smith Had 4.3% Equity Stake at July 18
----------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Russell Smith and his affiliates disclosed
that as of July 18, 2013, they beneficially owned 4,257,506 shares
of common stock of Biovest International, Inc., representing 4.26
percent of the shares outstanding.  A copy of the regulatory
filing is available for free at http://is.gd/DTVCYB

                    About Biovest International

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

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

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

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


BOMBARDIER INC: CSeries Delay No Impact on Fitch Ratings
--------------------------------------------------------
Bombardier Inc. (BBD) announced July 24, 2013 that first flight of
its CSeries aircraft would be delayed beyond the revised July
timeframe and now is expected to occur in the coming weeks. The
delay reflects additional time needed for testing and software
integration. BBD's ratings are not immediately affected by the
delay as the ratings incorporate risks inherent in the development
of the CSeries and other new programs, according to Fitch Ratings.

BBD previously delayed first flight from the end of 2012 to the
end of July. Entry into service for the CS100 is expected to occur
approximately one year later; entry into service for the CS300 is
scheduled by the end of 2014. Fitch does not expect the delays to
add substantially to development costs, but BBD may incur some
penalties, and the delay slightly extends the negative cash cycle.

The ratings and Outlook could be negatively affected if there are
significant future delays or if the aircraft provides lower-than-
anticipated benefits related to fuel efficiency, emissions, and
noise which could reduce demand for the aircraft. Such
developments could impair BBD's long-term competitive position and
slow the company's return to positive free cash flow which has
been negative due largely to high capital spending for the CSeries
program.

There are currently 177 firm orders for the CSeries compared to
BBD's target of 300 orders by the time the CSeries enters service.
The level of new orders during the next year will be important for
the success of the aircraft and BBD's ability to develop a viable
market for the aircraft. Other development programs include the
Learjet 85 and Global 7000 and 8000 aircraft scheduled for entry
into service in 2013 and 2016 -2017, respectively.

Fitch currently rates BBD as follows:

--IDR 'BB';
--Senior unsecured revolving credit facility 'BB';
--Senior unsecured debt 'BB';
--Preferred stock 'B+'.

The rating Outlook is Stable.


BRANDYWINE INDUSTRIAL: Case Summary & 4 Unsec. Creditors
--------------------------------------------------------
Debtor: Brandywine Industrial Paper Corp.
        139 Wallace Avenue
        Downingtown, PA 19335

Bankruptcy Case No.: 13-16289

Chapter 11 Petition Date: July 18, 2013

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

Judge: Bruce I. Fox

Debtor's Counsel: Robert M. Greenbaum, Esq.
                  SMITH KANE, LLC
                  112 Moores Road, Suite 300
                  Malvern, PA 19355
                  Tel: (610) 407-7216
                  E-mail: rgreenbaum@sgllclaw.com

                         - and ?

                  David B. Smith, Esq.
                  SMITH KANE, LLC
                  112 Moores Road, Suite 300
                  Malvern, PA 19355
                  Tel: (610) 407-7217
                  Fax: (610) 407-7218
                  E-mail: dsmith@smithkanelaw.com

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

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

A copy of the Company's list of its largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/paeb13-16289.pdf

The petition was signed by Donald B. Ramaley, president.


CAPITALSOURCE INC: Fitch Puts 'B' IDR on Rating Watch Pos.
----------------------------------------------------------
Fitch Ratings has placed CapitalSource Inc. (CSE) and
CapitalSource Bank's (CSB) ratings, including their respective
'BB' long-term Issuer Default Ratings (IDR) and CSB's 'B' short-
term IDR on Rating Watch Positive. The action follows the
announcement that PacWest Bancorp (PACW) and CSE have entered into
a definitive agreement and plan of merger. The merger is expected
to be completed in the first quarter of 2014 and Fitch would
expect to resolve the Rating Watch by the end of first quarter
2014.

PACW is acquiring CSE for approximately $2.3 billion. CSE
shareholders will receive a combination of $2.47 per share in cash
and .2837 shares of PACW common stock. The combined company is
expected to be approximately double the size of CSE. Pro forma at
June 30, 2013, the combined consolidated company had approximately
$15.4 billion in assets. Five representatives from CSE will be on
the board of the combined company, which will have 13 total
directors.

KEY RATING DRIVERS

Fitch currently only rates CSE and the ratings were last affirmed
in April 2013 (see Fitch press release, 'Fitch Takes Rating Action
on U.S. Niche Real Estate Banks Following Industry Peer Review'
dated April 10, 2013). The agency has previously noted an
improvement in asset quality, a return to profitability in 2012
and CSB's solid capital base as key credit strengths.

At June 30, 2013, CSB had Tier 1 leverage and total risk based
capital ratios of 13.51%, and 16.18%, respectively.

CSE's primary rating constraint has been the company's funding
profile, which is somewhat limited since its deposit base is
primarily comprised of retail time deposits. These deposits are
generally rate-sensitive and shorter-term relative to its loan
book.

RATING SENSITIVITIES

The merger is subject to approval by bank regulatory authorities
and the stockholders of both companies. The ratings of CSE, upon
completion of the merger, will be driven by the combined pro forma
financials of CSE and PACW.

Fitch believes positive ratings momentum for CSE could be driven
by the potential for an improved funding profile, improved loan
portfolio diversification, profitability of the combined
companies, and a broader and more diversified franchise.

Despite the aforementioned attributes of the merger, ratings
uplift could be mitigated by weakness or deterioration in asset
quality performance at the two companies, further compression of
net interest margin (NIM) beyond expectations resulting in
negative operating performance, as well as lower capital levels on
a tangible and risk-adjusted basis. The TCE ratio for CSE at
June 30, 2013 was 12.97% and is expected to be 10.4%-10.6% on a
combined pro forma consolidated basis at 2013 year end. In
addition, integration risk associated with the transaction could
negatively impact operating results and yield negative rating
actions.

Fitch has placed the following ratings on Rating Watch Positive:

CapitalSource Inc.

-- Long-term IDR 'BB'.

CapitalSource Bank

-- Long-term IDR 'BB';
-- Short-term IDR 'B';
-- Viability Rating 'bb';
-- Short-term deposits 'B';
-- Long-term deposits 'BB+'.

Fitch has affirmed the following ratings:

CapitalSource Bank

-- Support at '5';
-- Support Floor at 'NF'.


CAPITOL BANCORP: Procedures for Bank Unit Stock Sale Approved
-------------------------------------------------------------
Michael Bathon, substituting for Bloomberg News bankruptcy
columnist Bill Rochelle, reports that Capitol Bancorp Ltd., a bank
holding company owning the former Michigan Commerce Bancorp Ltd.,
won court approval of procedures that will govern the sale of
stock in its remaining bank subsidiaries.

According to the report, U.S. Bankruptcy Judge Marci B. McIvor in
Detroit granted the company's request to divest its interest in
the banks and other assets through one or more sales, according to
court documents filed July 15.

"Time is of the essence," Judge McIvor wrote in an order approving
Capitol Bancorp's request.  The approved procedures "will ensure a
competitive and efficient bidding process and they will enhance
the debtor's ability to maximize the value of their assets for the
benefit of creditors," she said.

The report discloses that any competing bidders would have to
submit an offer within 10 days of when a sale hearing is scheduled
to seek approval of a sale.

                     About Capitol Bancorp

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

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

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

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

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

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


CAROLINA BEVERAGE: Moody's Retains B3 CFR on $10MM Debt Increase
----------------------------------------------------------------
Moody's Investors Service said that the upsizing of Carolina
Beverage Group's new secured notes from $120 million to $130
million is a credit negative but has no effect on the B3 Corporate
Family Rating, Caa1 2nd lien note rating or stable outlook.

Carolina Beverage Group, LLC has upsized its senior secured notes
by $10 million and will use the proceeds to increase the size of
its dividend and repurchase stock from minority equity partners.
Upsizing the deal by a modest amount is a credit negative because
it will increase leverage (debt to EBITDA). As a result, Moody's
anticipates that leverage will now be in the high 4 times range
over the next twelve to eighteen months rather than the low to mid
4 times range originally expected. However, increased financial
leverage is unlikely to put downward pressure on the rating unless
it approaches 5.5 times. Therefore, the B3 CFR, Caa1 note rating
and stable outlook all remain unchanged. However, as a result of
the $10 million increase in the 2nd lien notes, the loss-given-
default (LGD) point estimate of the notes changed from LGD4 (62%)
to LGD4 (61%).

Rating Rationale:

CBG's B3 corporate family rating reflects its small scale as a
beverage co-packer with approximately $100 million revenue in
fiscal year 2012, and significant customer concentration as the
company's top two customers accounted for approximately 90% of
CBG's sales. Magnifying the customer concentration risk, the
energy drink category has been subject to ongoing negative press
and lawsuits alleging that energy drinks pose a major health risk.

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

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

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

Carolina Beverage Group, LLC ("CBG"), majority owned by SunTx
Capital Partners, is a leading manufacturer of specialty and
functional beverages in North America. Its two largest customers
constitute approximately 90% of CBG's volume.

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


CDW LLC: S&P Retains 'B+' Rating Following Proposed $190MM Add-On
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'B+' issue-level
rating on CDW LLC's term loan B facility maturing April 2020 is
unchanged following the proposed $190 million add-on.  The
recovery rating remains '3', reflecting S&P's expectation of
meaningful (50% to 70%) recovery for senior secured debtholders in
the event of default.  The company intends to use the proceeds
from the term loan add-on to partially pay down its senior
subordinated notes due 2017, and pay related fees and expenses.

S&P's 'B+' corporate credit rating and stable outlook on CDW are
unchanged.  The ratings reflects S&P's view of CDW's "fair"
business risk profile and "aggressive" financial risk profile.
S&P believes the company's good market position and consistent
EBITDA margins will enable the company to maintain leverage at or
below the mid-4x level over the next 12 months.  Although CDW
recently completed an initial public offering (IPO), in S&P's view
the 'B+' rating cap for financial sponsor-owned companies will
continue to apply.

RATINGS LIST

CDW LLC
Corporate Credit Rating                    B+/Stable/--

Ratings Unchanged

CDW LLC
Senior Secured Term Loan B Due April 2020  B+
   Recovery Rating                          3


CHINA NATURAL: Court Enters Order for Relief in Involuntary Case
----------------------------------------------------------------
The Hon. James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York, on July 9, 2013, entered an order
for relief placing China Natural Gas, Inc., under bankruptcy
protection.

As reported by the Troubled Company Reporter on July 2, 2013, the
Debtor finally consented to the entry of an order for relief under
Chapter 11 of the U.S. Bankruptcy Code.

On Feb. 8, 2013, an involuntary petition for bankruptcy was filed
against China Natural Gas by three alleged creditors of the
Company, namely Abax Lotus Ltd., Abax Nai Xin A Ltd., and Lake
Street Fund LP.  The Petition was filed in the United States
Bankruptcy Court, Southern District of New York.  The Petitioners
have claimed in the Involuntary Petition that they have debts
totaling $42,218,956 as a result of the Company's failure to make
payments on the 5 Percent Guaranteed Senior Notes issued in 2008.

The Company previously asked the Court to dismiss the Involuntary
Petition claiming that it has not been served with valid summons.

The Company's board of directors approved the consent to the entry
of an order for relief in response to the Involuntary Petition.

                        About China Natural

Headquartered in Xi'an, Shaanxi Province, P.R.C., China Natural
Gas, Inc., was incorporated in the State of Delaware on March 31,
1999.  The Company through its wholly owned subsidiaries and
variable interest entity, Xi';an Xilan Natural Gas Co., Ltd., and
subsidiaries of its VIE, which are located in Hong Kong, Shaanxi
Province, Henan Province and Hubei Province in the People's
Republic of China ("PRC"), engages in sales and distribution of
natural gas and gasoline to commercial, industrial and residential
customers through fueling stations and pipelines, construction of
pipeline networks, installation of natural gas fittings and parts
for end-users, and conversions of gasoline-fueled vehicles to
hybrid (natural gas/gasoline) powered vehicles at 0ptmobile
conversion sites.

On Feb. 8, 2013, an involuntary petition for bankruptcy was filed
against the Company by three of the Company's creditors, Abax
Lotus Ltd., Abax Nai Xin A Ltd., and Lake Street Fund LP (Bankr.
S.D.N.Y. Case No. 13-10419).  The Petitioners claimed that they
have debts totaling $42,218,956.88 as a result of the Company's
failure to make payments on the 5% Guaranteed Senior Notes issued
in 2008.  The Company says it intends to oppose the motion.

Adam P. Strochak, Esq., at Weil, Gotshal & Manges, LLP, in
Washington, D.C., represents the Petitioners as counsel.


COLLEGE BOOK: May Sell Assets to CBR Funding for $4.5MM
-------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Tennessee
authorized College Book Rental Company, LLC to sell certain assets
to CBR Funding, LLC.

According to the Debtor, no other party has made a competitive bid
for those assets, such that CBR Funding was the only bidder, and
the objections of McGraw-Hill Companies and the other publishers
are not well-founded and overruled.

The purchaser, pursuant to an asset purchase agreement, agreed to
acquire the assets for $4,500,000 consisting of (i) $4,100,000 in
the form of a credit bid and (ii) the assumed liabilities.

                        About College Book

Four creditors filed an involuntary Chapter 11 bankruptcy petition
against Murray, Kentucky-based College Book Rental Company, LLC
(Bankr. M.D. Ky. Case No. 12-09130) in Nashville on Oct. 4, 2012.
Bankruptcy Judge Marian F. Harrison oversees the case.  The
petitioning creditors are represented by Joseph A. Kelly, Esq., at
Frost Brown Todd LLC.  The petitioning creditors are David
Griffin, allegedly owed $15 million for money loaned; Commonwealth
Economics, allegedly owed $15,000 for unpaid services provided;
John Wittman, allegedly owed $158 for unpaid services provided;
and CTI Communications, allegedly owed $21,793 for unpaid services
provided.

The owners of College Book Rental consented to the Chapter 11 case
and the appointment of a Chapter 11 trustee to run CBR.  CBR is
co-owned by Chuck Jones of Murray and David Griffin of Nashville,
Tenn.

An agreed order for relief under Chapter 11 was entered on
Oct. 15, 2012.  Robert H. Waldschmidt was appointed as trustee the
next day.  The Trustee employed Robert H. Waldschmidt, Esq. at
Howell & Fisher, PLLC as his counsel.

The Debtor disclosed $17,913,543 in assets and $25,322,442 in
liabilities as of the Chapter 11 filing.


CONTINENTAL CAPITAL: Thomas Zaremba Concludes Liquidation
---------------------------------------------------------
Roetzel & Andress LPA on July 25 disclosed that Thomas S. Zaremba,
partner with Roetzel & Andress LPA, has successfully concluded his
duties as Trustee for the liquidation of Continental Capital
Investment Services and Continental Capital Securities
(Continental Capital) pursuant to the Securities Investor
Protection Act (SIPA), which resulted in a 100% recovery by
protected customers of the failed brokerage firms.  The
liquidation was necessitated by the Ponzi and other fraudulent
schemes conducted by William C. Davis, who is currently serving a
188-month federal prison term.

Congress enacted SIPA to protect customers of failed brokerage
firms.  The Act is primarily administered by the Securities
Investor Protection Corporation (SIPC), and is the U.S. investor's
first line of defense in the event of the failure of a brokerage
firm owing customers cash and securities that are missing from
customer accounts.  SIPA provides that customers of a failed
brokerage firm receive a pro rata share of all funds recovered by
a trustee for customers to satisfy claims for cash and/or
securities that were held in custody with the broker.  In
addition, if necessary, funds from the SIPC reserve, up to a
maximum of $500,000 per customer, are available to satisfy the
remaining claims.

In the case of Continental Capital, Trustee Zaremba, and his
counsel, Roetzel & Andress, worked successfully to recover more
than $5 million that was owed to customers, satisfying all
customer claims in full.  The Trustee and his counsel engaged in
various matters in litigation before Bankruptcy Judge Mary Ann
Whipple of the U.S. Bankruptcy Court for the Northern District of
Ohio that resulted in the substantial recoveries for Continental
Capital's customers.

Mr. Zaremba, whose 35-year career has included significant civil
litigation and insolvency proceedings, has served as Trustee for
the liquidation since his appointment by Judge James G. Carr of
the United States District Court for the Northern District of Ohio
on September 29, 2003.  He was assisted throughout the litigation
by lead counsel and Roetzel partner Patricia B. Fugee, who is
certified by the American Board of Certification in Creditors'
Rights, as well as numerous other partners, associates and staff
members with the firm.

                        About Roetzel

Roetzel -- http://ralaw.com-- is a full-service law firm with
more than 220 attorneys in offices located throughout Ohio and
Florida and in Chicago, New York and Washington, D.C.  The firm
provides comprehensive legal services to national and
international corporations, closely held and family-run
businesses, institutions, organizations and individuals.


CRM HOLDINGS: Bid to Appeal in Securities Litigation Rejected
-------------------------------------------------------------
On September 19, 2010, Brent Brandes, Beverly L. Munter, and B&B
Investors LP (Plaintiffs), a proposed class of stockholders in CRM
Holdings, Ltd., filed a Consolidated Amended Complaint against CRM
and also against CRM fiduciaries Daniel G. Hickey, Jr., Daniel G.
Hickey, Sr., Martin D. Rakoff, and James J. Scardino (the
Individual Defendants).

The Complaint alleged one cause of action against both the
Individual Defendants and CRM under Section 10(b) of the
Securities Exchange Act, 15 U.S.C. Section 78, and two additional
Securities Exchange Act claims against the Individual Defendants
alone.  The Plaintiffs' claims against the Individual Defendants
were dismissed by Court Order on May 10, 2012. The Court's
"decision [wa]s confined to the claims levied against the
Individual Defendants" because the action against CRM had been
stayed when CRM filed a petition for relief under Chapter 11 of
the Bankruptcy Code.

Thereafter, Plaintiffs filed a motion for reconsideration pursuant
to Rule 6.3 of the Local Civil Rules of the Southern District of
New York, and also a motion for reconsideration pursuant to Rule
59(e) of the Federal Rules of Civil Procedure. The Court denied
both of these motions in an Opinion dated March 4, 2013.

The Plaintiffs now seek to appeal the Court's decision dismissing
their claims against the Individual Defendants. In a revised
motion for entry of Rule 54(b) Judgment, the Plaintiffs argue that
there is no just reason to delay their appeal of the Court's
decision to dismiss their claims against the Individual
Defendants.

In consideration of the strong prescription against the potential
for piecemeal appeals discussed in Rule 54(b) and by controlling
legal precedent, and in consideration of the Plaintiffs'
representations that a stipulation withdrawing their Proof of
Claim from Bankruptcy Court is forthcoming, District Judge Robert
P. Patterson, Jr., denied the Plaintiffs' Rule 54(b) motion
without prejudice to counsel submitting such a motion after the
filing of a stipulation withdrawing their bankruptcy claim against
CRM.

The case is IN RE CRM HOLDINGS, LTD. SECURITIES LITIGATION, NO. 10
CIV 00975 (RPP), (S.D.N.Y.).  A copy of the District Court's June
14, 2013 Opinion & Order is available at http://is.gd/xOsWK1from
Leagle.com.

Beverly L. Munter, Plaintiff, represented by Brian Philip Murray,
Murray Frank LLP, Gregory Bradley Linkh, Murray, Frank & Sailer,
LLP, Howard G. Smith, Smith & Smith & Lionel Z. Glancy, Glancy &
Binkow Goldberg LLP.

Beverly L. Munter, Lead Plaintiff, represented by Brian Philip
Murray, Murray Frank LLP & Gregory Bradley Linkh, Murray Frank
LLP.

Beverly L. Munter, on behalf of all others similalrly situated,
Lead Plaintiff, represented by Howard G. Smith, Smith & Smith.
Beverly L. Munter, Lead Plaintiff, represented by Lionel Z.
Glancy, Glancy & Binkow Goldberg LLP.

Brett Brandes, Lead Plaintiff, represented by Lionel Z. Glancy,
Glancy & Binkow Goldberg LLP & Gregory Bradley Linkh, Murray,
Frank & Sailer, LLP.

B&B Investors, LP, Plaintiff, represented by Ex Kanos S Sams, II,
Glancy Binkow & Goldberg, LLP (CA), Gregory Bradley Linkh, Murray,
Frank & Sailer, LLP, Kevin F. Ruf, Glancy Binkow & Goldberg LLP &
Lionel Z. Glancy, Glancy & Binkow Goldberg LLP.

CRM Holdings, Ltd., Defendant, represented by Arthur Harlod
Aufses, III, Kramer Levin Naftalis & Frankel, LLP, Jonathan Louis
Fried, Kramer Levin Naftalis & Frankel, LLP & Marjorie E. Sheldon,
Kramer, Levin, Naftalis & Frankel, LLP.

Daniel G. Hickey, Jr., Defendant, represented by Arthur Harlod
Aufses, III, Kramer Levin Naftalis & Frankel, LLP, Jonathan Louis
Fried, Kramer Levin Naftalis & Frankel, LLP & Marjorie E. Sheldon,
Kramer, Levin, Naftalis & Frankel, LLP.

Martin D. Rakoff, Defendant, represented by Arthur Harlod Aufses,
III, Kramer Levin Naftalis & Frankel, LLP, Jonathan Louis Fried,
Kramer Levin Naftalis & Frankel, LLP & Marjorie E. Sheldon,
Kramer, Levin, Naftalis & Frankel, LLP.

James J. Scardino, Defendant, represented by Arthur Harlod Aufses,
III, Kramer Levin Naftalis & Frankel, LLP, Jonathan Louis Fried,
Kramer Levin Naftalis & Frankel, LLP & Marjorie E. Sheldon,
Kramer, Levin, Naftalis & Frankel, LLP.

Daniel G. Hickey, Sr., Defendant, represented by Arthur Harlod
Aufses, III, Kramer Levin Naftalis & Frankel, LLP, Jonathan Louis
Fried, Kramer Levin Naftalis & Frankel, LLP & Marjorie E. Sheldon,
Kramer, Levin, Naftalis & Frankel, LLP.


DELL INC: Price Talks Still Within Fitch Rating Guidance
--------------------------------------------------------
The increased proposal of $13.75 per share for Dell Inc. from
Michael Dell and Silver Lake would be accommodated at the current
ratings guidance range of 'B+' to 'BB-', Fitch Ratings says. The
higher price would have minimal impact on leverage.

A rumored increase to $14 per share would also be unlikely to
impact the ratings guidance range of 'B+' to 'BB-'. However, this
price would make the possibility of achieving a 'BB-' much more
remote. Given our expectations for weak results in the upcoming
reporting quarter, Fitch expects pro forma leverage to increase to
or above 4.5 times (x) under both scenarios.

Should the deal fall through, current proposals from Carl Icahn
and affiliates contemplate gross leverage in the 3.5x to 4.0x
range. They also expect to use a large portion of Dell's cash
balances. Fitch has always been concerned about this prospect
given Dell's large negative working capital balances and the
potential need for future M&A. We would expect an ultimate rating
in the 'B+' to 'BB-' range under an Icahn (or similar)
recapitalization proposal, subject to ultimate details and no
change to long-term business strategy.

Fitch believes it is highly unlikely that the deal will fall
through with no subsequent recapitalization. Fitch moved Dell out
of investment grade when the going-private transaction was first
proposed. Under the scenario of no LBO and no recapitalization,
ratings would remain out of investment grade at 'BB+'. This
reflects skepticism that the balance sheet would remain
conservative as well as the risks that fixed-income investors
would assume should management once again change course.


DETROIT, MI: Can Enjoy Protections of Bankruptcy
------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that Detroit can enjoy the protections of
bankruptcy, including immunity from lawsuits related to the case,
a federal judge ruled, extending that shield to Michigan
Governor Rick Snyder.

According to the report, U.S. Bankruptcy Judge Steven Rhodes July
24 in Detroit blocked lawsuits by public employee groups and
pension funds who alleged the state overreached in seeking court
protection from creditors.  Such claims must be heard in
bankruptcy court, Judge Rhodes said.  His ruling gives the city
the opportunity it said it needs to address $18 billion in debt
without disruptions.

Mr. Kevyn Orr, the city's emergency manager, said that six decades
of economic decline had left Detroit unable to both pay creditors,
including retired city workers, in full and provide residents
necessary services.  Bond prices after the ruling indicated that
investors are still debating the debt's fate in bankruptcy.
Detroit general obligation bonds maturing April 2028 traded after
the ruling at 81.7 cents on the dollar, the lowest this year, data
compiled by Bloomberg show.  Other Detroit general-obligation
bonds maturing April 2015 traded as high as 93 cents on the
dollar, the highest since March 18.

As public workers protested outside the courthouse July 24,
Detroit's attorneys argued that halting current and future
lawsuits against the city, its officials and the Republican
governor will provide needed breathing room to reorganize
operations and debts.

The report says that city unions and pension officials claim Gov.
Snyder, 54, violated Michigan's constitution by authorizing Mr.
Orr to file for bankruptcy.  Pension funds for retired city
workers sued in state court to have the filing declared illegal.
Rhodes said that granting the stay on litigation "assists the
court in making the bankruptcy process more efficient and gives
the court control over all of the issues that will have to be
resolved through the course of the bankruptcy."

According to the report, the July 24 hearing was held in Detroit's
80-year-old federal district courthouse rather than the bankruptcy
court to accommodate the crowds of lawyers, spectators and
reporters the case has drawn.  Two protesters outside held a
yellow banner that said "Cancel Detroit's Debt."

In Chapter 9, a city gains court protection first and later must
convince a judge that the filing was proper.  To be eligible, a
municipality must show that it can't pay its debts, wants to
implement a plan to adjust its debts and has negotiated in good
faith with creditors when possible.

                    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: Did Not Bargain with All Unions, Labor Chief Says
--------------------------------------------------------------
Reuters reported that the head of a Detroit labor union said the
city's state-appointed emergency manager did not negotiate with
all of the 33 unions in a coalition representing most of the
city's civilian workforce.

According to the report, Al Garrett, president of the American
Federation of State, County and Municipal Employees Council 25,
contested statements by Emergency Manager Kevyn Orr that he bent
over backwards to work with creditors, including the city's
pension funds, before filing a bankruptcy petition for Detroit in
federal court.

                    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: Michigan Wins Delay of Bankruptcy Filing Challenge
---------------------------------------------------------------
Michael Bathon, substituting for Bloomberg News bankruptcy
columnist Bill Rochelle, reports that Michigan officials won a
postponement of a state judge's ruling that Detroit's bankruptcy
filing in federal court violated the state's constitution, pending
a consideration of Michigan's appeal.

Detroit on July 18 filed for Chapter 9 bankruptcy, the biggest by
a U.S. city.  According to the report, Michigan Circuit Court
Judge Rosemarie E. Aquilina in Lansing ruled minutes after the
filing that Governor Rick Snyder couldn't authorize further
actions that would impair or diminish public pension benefits,
citing the Michigan constitution.  The next day, Judge Aquilina
further ordered Snyder to direct Detroit emergency manager Kevyn
Orr to immediately withdraw the bankruptcy petition.

The report notes that state officials appealed the orders and the
Michigan Court of Appeals granted their motion for immediate
consideration July 23.  "The circuit court's July 18, 2013, and
July 19, 2013, temporary restraining orders and all further
proceedings are stayed pending resolution of this appeal or
further order of this court," a three-judge panel said in the
ruling.  An initial hearing in the bankruptcy case is scheduled
for July 24 in U.S. Bankruptcy Court in Detroit.

The report relates that traditionally, a bankruptcy filing stops
litigation against a debtor or attempts to seek payment, and a
federal judge wouldn't be required to defer to a state court
ruling.  Judge Aquilina's orders came in response to three
lawsuits in Michigan state court seeking a finding that a
bankruptcy filing would conflict with the state's constitutional
protection of public retirees' rights.

The report discloses that under the U.S. Bankruptcy Code, the city
and its officials are entitled to halt most court proceedings
against them during the bankruptcy case. U.S. Bankruptcy Judge
Steven W. Rhodes in Detroit agreed to consider the city's request
to extend the protection to unspecified "state entities."  The
challenges include General Retirement System of Detroit v.
Emergency Manager of Detroit, 317284, Court of Appeals, State of
Michigan.

Jim Millstein, chairman and chief executive officer of Millstein &
Co. and former chief restructuring officer at the U.S. Treasury,
says he expects Detroit's bankruptcy to take a long time.

                    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 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.


DEWEY STRIP: Wants to Employ NWA as Lead Counsel
------------------------------------------------
Dewey Strip Holdings, LLC, et al., ask the U.S. Bankruptcy Court
for the District of Delaware for authorization to employ Neal Wolf
& Associates, LLC, as restructuring and bankruptcy counsel,
effective retroactive to the Petition Date.

NW&A will provide these services, among others:

   -- Advise the Debtors with respect to their rights, powers, and
duties as debtors-in-possession;

   -- Advise the Debtors with respect to such matters as, without
limitation, the automatic stay, obtaining of credit, use of
property of the estate, assumption and/or rejection of executory
contracts and unexpired leases, avoidance actions, sales of
assets, claims belonging to and against the estate, and
formulation of a plan of reorganization;

   -- Attend meetings and negotiate with representatives of
creditors and other parties-in-interest; and

   -- Take all appropriate action to protect and preserve the
Debtors' estates, including, without limitation, prosecuting
actions on the Debtors' behalf, defending any action commenced
against the debtors, and representing the Debtors' interest in
negotiations concerning litigation in which the Debtors are or
become involved, including objections to claims filed against the
Debtors' estate.

NW&A and the Debtors have agreed upon an aggregate "flat fee" of
$350,000, for work done pre-petition and post-petition, for the
prosecution to completion of both Chapter 11 cases.  According to
papers filed with the Court, over one year prior to the
commencement of the Chapter 11 cases, on Feb. 16, 2012,
International Power Syndications, Ltd., an affiliate and sole
member of each of the Debtors, provided NW&A with an initial
payment of $250,000 for services performed both pre-petition and
post-petition relating to the Debtors.  The remaining $100,000 is
to be paid by IPS at the conclusion of the Chapter 11 cases.  This
fee agreement is not in any way tied to, or contingent upon, the
results obtained in the Chapter 11 cases, according to the
Debtors.

The current standard hourly rates of NW&A are:

     Neal L. Wolf, Esq.            Partner       $695
     Mohsin N. Khambati, Esq.      Counsel       $525
     John A. Benson, Jr., Esq.     Associate     $350
     Michael R. Wanser, Esq.       Associate     $350
     Sandy Holstrom, Esq.          Paralegal     $175

To the best of the Debtors' knowledge, NW&A is a "disinterested
person" as that term id denied in Section 101(14) of the
Bankruptcy Code.

                       About Dewey Strip

Las Vegas, Nevada-based Dewey Strip Holdings LLC and Las Vegas
North Strip Holdings Syndications Group LLC sought Chapter 11
protection (Bankr. D. Del. Case Nos. 13-11479 and 13-11480) on
June 7 in Delaware, without stating a reason.

Each debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated at least $10 million in assets and at
least $100 million in liabilities.  In its schedules, Dewey Strip
Holdings disclosed $35,000,000 and $243,573,461 in liabilities as
of the Petition Date.

Mohsin N. Khambati, Esq., and Neal L. Wolf, Esq., at Neal Wolf &
Associates, LLC, in Chicago, Illinois; and Ericka Fredricks
Johnson, Esq., and Steven K. Kortanek, Esq., at Womble Carlyle
Sandridge & Rise, LLP, in Wilmington, Del., represent the Debtor
as counsel.

The petitions were signed by Martin H. Walrath, IV, vice-president
of International Property Syndications, Ltd., as manager and sole
member.


DEWEY STRIP: Wants to Employ Womble Carlyle as Delaware Co-Counsel
------------------------------------------------------------------
Dewey Strip Holdings, LLC, et al., ask the U.S. Bankruptcy Court
for the District of Delaware for authorization to employ Womble
Carlyle Sandridge & Rice, LLP, as Delaware co-counsel, nunc pro
tunc to the Petition Date.

Womble Carlyle will provide these services, among others:

   -- Providing legal advice regarding the Debtors' powers and
duties as debtors in possession under the Bankruptcy Code;

   -- Preparing on behalf of the Debtors, as debtors in
possession, all necessary or appropriate motions, applications,
answers, orders, reports, and other papers in connection with the
administration of the Debtors' estates;

   -- Appearing in Court on behalf of the Debtors; and

   -- Taking all necessary or appropriate actions to protect and
preserve the Debtors' estates, including the protection of actions
on the Debtors' behalf, the defense of any anctions commenced
against the Debtors, the negotiation of disputes in which the
Debtors are involved.

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

The Debtors initially paid Womble Carlyle the amount of a $50,000
retainer and advance.  Womble Carlyle applied a portion of the
Retainer to the Firm's pre-petition fees and expenses.  The
remainder of the Retainer will be held as security for post-
petition payment of fees and expenses allowed by the Court in the
Chapter 11 cases.

Womble Carlyle's current hourly rates are:

     Steven K. Kortanek, Esq.       Partner           $610
     Thomas M. Horan, Esq.          Associate         $380
     Ericka F. Johnson, Esq.        Associate         $315
     Paraprofessionals                             $65 - $295

                       About Dewey Strip

Las Vegas, Nevada-based Dewey Strip Holdings LLC and Las Vegas
North Strip Holdings Syndications Group LLC sought Chapter 11
protection (Bankr. D. Del. Case Nos. 13-11479 and 13-11480) on
June 7 in Delaware, without stating a reason.

Each debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), estimated at least $10 million in assets and at
least $100 million in liabilities.  In its schedules, Dewey Strip
Holdings disclosed $35,000,000 and $243,573,461 in liabilities as
of the Petition Date.

Mohsin N. Khambati, Esq., and Neal L. Wolf, Esq., at Neal Wolf &
Associates, LLC, in Chicago, Illinois; and Ericka Fredricks
Johnson, Esq., and Steven K. Kortanek, Esq., at Womble Carlyle
Sandridge & Rise, LLP, in Wilmington, Del., represent the Debtor
as counsel.

The petitions were signed by Martin H. Walrath, IV, vice-president
of International Property Syndications, Ltd., as manager and sole
member.


DISH NETWORK: AutoHop Feature May Have Long-Term Negative Effects
-----------------------------------------------------------------
Moody's Investors Service said that the Ninth Circuit Court of
Appeals' upholding of the prior ruling denying an injunction
against DISH Network's (Ba3 CFR, negative outlook) AutoHop
feature, is favorable to DISH in the short term, but the
disruptive nature of the ad-skipping feature may ultimately hurt
DISH in the long-run when it faces affiliate agreement renewals
with broadcasters. The case remains open pending the trial.

AutoHop is disruptive to the core revenue model of broadcast and
cable television networks, which rely on advertising for over 40-
60% of their total revenue. If the feature becomes widespread
amongst other pay-TV distributors, networks will not be
sufficiently compensated for their content, the cost of which is
currently subsidized by advertising revenue. Therefore, Moody's
believes that the networks will likely seek to make up for lost
revenue by asking for higher fees than typical in the next round
of distribution negotiations, at a time when pay-TV distributors
are struggling to contain programming costs which they can no
longer pass off to their customers. Or they will seek to limit the
use of AutoHop, which will cause any rulings allowing it to become
irrelevant.

By disturbing the content distribution eco-system that it is a
part of, DISH may end up facing contentious retransmission and
distribution negotiations and have to pay higher fees, which may
bear a greater cost than the benefit provided by the AutoHop
feature. While DISH may seek to improve its subscriber additions
and retention in the near term by providing consumer friendly
features, if already difficult retransmission negotiations become
more challenging, result in higher programming fees and result in
more stations temporarily going off DISH's service, Moody's has
concerns that this may hamper its value proposition for customers
who prioritize continuous service over disrupted service with
extra bells and whistles.

DISH is the third largest pay television provider in the United
States, operating satellite services with approximately 14.1
million

On June 27, 2013, Moody's confirmed DISH Network Corporation's
wholly owned subsidiary, DISH DBS Corporation's Ba3 Corporate
Family Rating, and Ba2-PD Probability of Default Rating, following
DISH's announcement that its wholly-owned subsidiary, DISH
Acquisition Holding Corporation, is withdrawing its tender offer
to acquire all of the outstanding shares of Class A Common Stock
of Clearwire Corporation.


DOGWOOD PROPERTIES: Creditor Seeks Stay Relief; Hearing on Aug. 14
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennessee
continued until Aug. 14, 2013, at 10 a.m., the hearing to consider
the motion for relief from stay in the Chapter 11 case of Dogwood
Properties, G.P., filed by creditor RREF RB etc.

In a separate filing, the Court approved a consent order between
the Debtor and Paragon National Bank terminating the automatic
stay regarding certain properties.  The Debtor said that it has no
equity in the collateral and is not necessary to the Debtor's
reorganization.  The subject obligations of the Debtor are also
personally guaranteed by John McCreery and Phil Chamberlain.

Pursuant to the consent order, Paragon agreed to release the
guarantors of their obligations on the Debtor's debt.  Guarantors,
Messrs. McCreery and Chamberlain have other obligations with
creditor that will not be affected by the agreement.

R. Lee Webber, Esq., at Morton & Germany, PLLC represents Paragon
National Bank as counsel.

                           About Dogwood

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

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

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


DYNEGY HOLDINGS: Plan Effectivity Deadline Again Extended
---------------------------------------------------------
The deadline by which operating debtors Dynegy Northeast
Generation, Inc.; Hudson Power, LLC, Dynegy Danskammer, LLC, and
Dynegy Roseton, LLC L.L.C. must fully consummate their confirmed
Plan has been further extended to July 26, 2013.

The Operating Debtors are subsidiaries of Dynegy Inc. who obtained
confirmation of their Joint Plan of Liquidation on March 15, 2013.

Brian J. Lohan, Esq., James F. Conlan, Esq., Paul S. Caruso, Esq.,
Joel G. Samuels, Esq., of Sidley Austin LLP, in New York,
represent the Debtors.

                        About Dynegy

Through its subsidiaries, Houston, Texas-based Dynegy Inc.
(NYSE: DYN) -- http://www.dynegy.com/-- produces and sells
electric energy, capacity and ancillary services in key U.S.
markets.  The power generation portfolio consists of approximately
12,200 megawatts of baseload, intermediate and peaking power
plants fueled by a mix of natural gas, coal and fuel oil.

Dynegy Holdings LLC and four other affiliates of Dynegy Inc.
sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Lead Case
No. 11-38111) on Nov. 7, 2011, to implement an agreement with a
group of investors holding more than $1.4 billion of senior notes
issued by Dynegy's direct wholly-owned subsidiary, Dynegy
Holdings, regarding a framework for the consensual restructuring
of more than $4.0 billion of obligations owed by DH.  If this
restructuring support agreement is successfully implemented, it
will significantly reduce the amount of debt on the Company's
consolidated balance sheet.  Dynegy Holdings disclosed assets of
$13.77 billion and debt of $6.18 billion.

Dynegy Inc. on July 6, 2012, filed a voluntary petition to
reorganize under Chapter 11 (Bankr. S.D.N.Y. Case No. 12-36728) to
effectuate a merger with Dynegy Holdings, pursuant to Holdings'
Chapter 11 plan.

Dynegy Holdings and its affiliated debtor-entities are represented
in the Chapter 11 proceedings by Sidley Austin LLP as their
reorganization counsel.  Dynegy and its other subsidiaries are
represented by White & Case LLP, who is also special counsel to
the Debtor Entities with respect to the Roseton and Danskammer
lease rejection issues.  The financial advisor is FTI Consulting.

The Official Committee of Unsecured Creditors in Holdings' cases
has tapped Akin Gump Strauss Hauer & Feld LLP as counsel.

Dynegy Holdings and its parent, Dynegy Inc., completed their
Chapter 11 reorganization and emerged from bankruptcy Oct. 1,
2012.  Under the terms of the DH/Dynegy Plan, DH merged with and
into Dynegy, with Dynegy, Inc., remaining as the surviving entity.

Dynegy Northeast Generation, Inc., Hudson Power, L.L.C., Dynegy
Danskammer, L.L.C. and Dynegy Roseton, L.L.C., won confirmation of
their plan of liquidation in March 2013, allowing the former
operating units of Dynegy to consummate a settlement agreement
resolving some lease trustee claims and sell their facilities.


EDISON MISSION: Lease Decision Period on Unexpired Leases Extended
------------------------------------------------------------------
On July 17, 2013, the U.S. Bankruptcy Court for the Northern
District of Illinois entered an order authorizing (a) agreed upon
extensions of time for Edison Mission Energy, et al.'s to assume
or reject certain unexpired leases of nonresidential property
through the applicable Extension Dates; and (b) the Debtors' entry
into and performance of all obligations under the Santa Ana
Amendment to the Santa Ana Lease.

A copy of The Extended Leases and The Form of the Santa Ana Lease
Amendment is available at:

       http://bankrupt.com/misc/edisonmission.doc1027.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: Noteholders End EIX Transaction Support Agreement
-----------------------------------------------------------------
The Committee of Senior Noteholders of Edison Mission Energy on
July 25 disclosed that a group of senior unsecured noteholders of
Edison Mission Energy ("EME") delivered a notice of termination of
the Transaction Support Agreement, dated December 16, 2012, by and
among Edison International ("EIX"), EME and certain holders of
EME's senior unsecured notes, to EIX and EME.

According to the Termination Notice, the Transaction Support
Agreement will automatically terminate and be of no further force
and effect as to the Consenting Noteholders, effective as of
August 1, 2013 at 11:59 p.m. (prevailing Eastern Time).

Contact: Tim Larimer
         Ropes & Gray LLP
         1211 Avenue of the Americas
         New York, New York 10036
         Telephone: (212) 596-9414

July 25, 2013

BY FACSIMILE AND E-MAIL

Munger Tolles & Olson LLP
355 South Grand Ave.

Attn.: Thomas B. Walper
Los Angeles, California 90071
Fax: (213) 687-3702

Kirkland & Ellis LLP
300 North LaSalle Street
Chicago, Illinois 60654

Attn: James H.M. Sprayregen, P.C.
David R. Seligman, P.C.
Fax: (312) 862-2200

Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022

Attn.: Joshua A. Sussberg
Fax: (212) 446-4900

Re: Notice of Termination

Gentlemen:

Reference is made to that certain Transaction Support Agreement,
dated December 16, 2012, by and among Edison Mission Energy,
Edison International ("EIX"), and the holders of the Company's
senior unsecured notes party thereto.  Capitalized terms used
herein and not otherwise defined herein shall have the meanings
attributed to such terms in the Transaction Support Agreement.

The undersigned Consenting Noteholders hereby deliver this Notice
of Required Consenting Noteholder Termination Events pursuant to
Section 8 of the Transaction Support Agreement (the "Termination
Notice").

Among other things, the undersigned Consenting Noteholders hereby
notify EIX and the Company of certain Required Consenting
Noteholder Termination Events under Section 8 of the July 25, 2013
Transaction Support Agreement have occurred.  Pursuant to Section
8(h) of the Transaction Support Agreement, (i) the Parties have
not agreed to the terms of the MRA and MRA Agreements within one-
hundred fifty (150) calendar days after the Petition Date, and
(ii) an order of the Bankruptcy Court approving the Settlement
Transaction has not been entered by two-hundred ten (210) days
after the Petition Date.

The undersigned Consenting Noteholders have neither waived nor
consented to the foregoing Required Consenting Noteholder
Termination Events.

Accordingly, as a result of this Termination Notice, the
Transaction Support Agreement will automatically terminate
pursuant to Section 8 thereof, and all obligations of the
Consenting Noteholders will immediately terminate and be of no
further force and effect as to the Consenting Noteholders
effective as of 11:59 p.m., prevailing Eastern Time, on the date
that is five (5) business days from the date hereof--i.e.,
August 1, 2013.

This Termination Notice is without prejudice to the rights of the
Consenting Noteholders to give notice of other termination events,
whether before or after the date of this Termination Notice, and
without prejudice to other rights and remedies of the Consenting
Noteholders under the Transaction Support Agreement with respect
to any breach or termination thereunder, all of which rights are
expressly reserved.

Regards,

[Consenting Noteholder signatures follow]

cc: James Savin

Ira Dizengoff

                         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.


ENERGY FUTURE: Creditors Working on Debt-Reduction Plan
-------------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that creditors of Energy Future Holdings
Corp.'s regulated-unit holding company are working on a debt
reduction plan as part of a broader restructuring being negotiated
at the former TXU Corp., people with knowledge of the matter said.

According to the report, junior bondholders at Energy Future
Intermediate Holding Co., which holds most of regulated Oncor
Electric Delivery Co. and its almost $8 billion in debt, hired
Centerview Partners LLC and Akin Gump Strauss Hauer & Feld LLP to
advise on deleveraging the unit's obligations, said the people,
who asked not to be named because the matter is private.

The report notes that TXU, Texas's largest electricity provider,
was taken private for $48 billion in 2007 by KKR & Co., TPG
Capital and Goldman Sachs Capital Partners in the largest-ever
leveraged buyout.  The company has struggled to generate profits
as wholesale electricity prices have dropped on a decline in
natural gas costs, which have plunged more than 70 percent from a
2008 high.  EFIH's plan expected in August or September, the
people said -- may help smooth the way for a companywide agreement
after senior creditors at Energy Future's unregulated unit
scuttled a prepackaged bankruptcy proposal from the company,
according to an April regulatory filing.

The report relates that those lenders cited the need for the
Dallas-based energy producer to restructure the balance sheet at
money-losing EFIH first.  Creditors to both businesses must reach
agreement on valuations to deliver a group resolution, or may
decide to pursue separate restructurings, said the people.

The report discloses that the objective is to get senior creditors
already in talks to reduce $32 billion in borrowings at the
unregulated businesses to reach a deal that would give lenders
majority ownership of the parent in exchange for some debt.

          About Energy Future Holdings, fka TXU Corp.

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80%-owned entity within the EFH group, is the largest regulated
transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

Energy Future incurred a net loss of $3.36 billion on $5.63
billion of operating revenues for 2012.  This follows net losses
of $1.91 billion in 2011 and $2.81 billion in 2010.

The Company's balance sheet at Dec. 31, 2012, showed $40.97
billion in total assets, $51.89 billion in total liabilities and a
$10.92 billion total deficit.

                Restructuring Talks With Creditors

In April 2013, Energy Future Holdings Corp., Energy Future
Competitive Holdings Company, Texas Competitive Electric Holdings
Company LLC, and Energy Future Intermediate Holding Company LLC
confirmed in a regulatory filing that they are in restructuring
talks with certain unaffiliated holders of first lien senior
secured claims concerning the Companies' capital structure.

The Companies expect to continue to explore all available
restructuring alternatives to facilitate the creation of
sustainable capital structures for the Companies and to otherwise
attempt to address the Creditors' concerns with the Restructuring
Proposal and Sponsor Proposal.

The Companies have retained Kirkland & Ellis LLP and Evercore
Partners to advise the Companies with respect to the potential
changes to the Companies' capital structure and to assist in the
evaluation and implementation of other potential restructuring
options.

The Creditors have retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP and Millstein & Co., L.P. to advise the Creditors and
to assist in the Creditors' evaluation of potential restructuring
options involving the Companies.

According to a Wall Street Journal report, people familiar with
the matter said Apollo Global Management LLC, Oaktree Capital
Management, Centerbridge Partners and GSO Capital Partners, the
credit arm of buyout firm Blackstone Group LP, all hold large
chunks of Energy Future Holdings' senior debt.  Many of these
firms belong to a group being advised by Jim Millstein, a
restructuring expert who helped the U.S. government revamp
American International Group Inc.

According to the Journal, people familiar with Apollo's thinking
said Apollo recently enlisted investment bank Moelis & Co. for
additional advice to ensure it gets as much attention as possible
on the case given its large debt holdings.

                           *     *     *

In the Feb. 1, 2013, edition of the TCR, Fitch Ratings lowered
the Issuer Default Ratings (IDR) of Energy Future Holdings Corp
(EFH) and Energy Future Intermediate Holding Company LLC (EFIH) to
'Restricted Default' (RD) from 'CCC' on the conclusion of the debt
exchange and removed the Rating Watch Negative.

As reported by the TCR on Feb. 4, 2013, Standard & Poor's Ratings
Services said it raised its corporate credit ratings on EFH, EFIH,
TCEH, and Energy Future Competitive Holdings Co. (EFCH) to 'CCC'
from 'D' following the completion of several debt exchanges, each
of which S&P considers distressed.

In February 2013, Moody's Investors Service withdraw Energy
Future Holdings Corp.'s Caa3 Corporate Family Rating, Caa3-PD
Probability of Default Rating, SGL-4 Speculative Grade Liquidity
Rating and developing rating outlook.  At the same time, Moody's
assigned a Ca CFR to Energy Future Competitive Holdings Company
and a B3 CFR to Energy Future Intermediate Holdings Company LLC.
Both EFCH and EFIH are intermediate subsidiary holding companies
wholly-owned by EFH. EFCH's rating outlook is negative. EFIH's
rating outlook is negative.

"We see different default probabilities between EFCH and EFIH,"
said Jim Hempstead, senior vice president. "We believe EFCH has a
high likelihood of default over the next 6 to 12 months, because
it is projected to run out of cash in early 2014. EFIH has a much
lower likelihood of default owing to the credit separateness that
EFH is creating between EFIH and Texas Competitive Electric
Holdings Company LLC along with EFIH's reliance on stable cash
flows from its regulated transmission and distribution utility,
Oncor Electric Delivery Company."


EXCEL MARITIME: Court Denies Expedited Discovery on Plan Outline
----------------------------------------------------------------
Robertson Maritime Investors, LLC failed to convince a Southern
New York bankruptcy court to expedite discovery related to Excel
Maritime Carriers, Ltd., et al.'s Disclosure Statement.

The Debtors were to produce, as scheduled, documents evidencing
(a) the July 2012 transfer of Excel's interest in Christine Shipco
from Bird Acquisition Corp. to Excel; and (b) the July 2013 intra-
corporate transfer of the Debtors' 71.4% interest in Christine
Shipco from Excel to its wholly-owned subsidiary, Christine Shipco
Holding Corp.

As previously reported in the July 18, 2013 edition of the
Troubled Company Reporter, Excel Maritime Carriers, Ltd.'s, et
al.'s Joint Pre-Negotiated Chapter 11 Plan of Reorganization and
Disclosure Statement was filed with the U.S. Bankruptcy Court for
the Southern District of New York on July 15, 2013.  The Plan
documents were signed by Pavlos Kanellopoulos, chief financial
officer.  Full-text copies of the Excel Maritime Plan, Disclosure
Statement as well as plan exhibits are available for free at:

        http://bankrupt.com/misc/EXCELMARITIME_DSJul15.PDF

The TCR related, citing Bloomberg News, that the plan will give
ownership to secured lenders owed $771 million, although the
lenders will allow current owner Gabriel Panayotides to keep
control, at least initially.  Unsecured creditors with claims
totaling $163 million will receive a $5 million, eight percent
note for a predicted recovery of 3 percent.  Holders of $150
million in unsecured convertible notes make up the bulk of the
unsecured-claim pool.  Unsecured creditors are to receive the note
only if the class votes in favor of the plan.  Trade suppliers
owed $16.5 million will be paid in full in the ordinary course of
business to avoid having the vessels seized, the company
previously said.  In addition to the stock, the plan gives secured
lenders new restructured secured notes for $771 million.  Outside
the plan, the lenders will allow Mr. Panayotides to buy 60 percent
of the stock from them for a $10 million unsecured note and the
turnover to the company of a $20 million escrow account.  He will
have the right to buy another 15 percent by March 2015 for $20
million.  If he doesn't buy the additional stock, the lenders'
equity ownership will rise to 75 percent.  Mr. Panayotides will
control a majority of the board initially.  If he doesn't buy the
additional stock, he loses control.  If he purchases the
additional stock, the new notes will mature in 2018.  Otherwise,
they mature a year earlier.

A Sept. 30 hearing date has been set for approval of the
Disclosure Statement.

                       About Excel Maritime

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

The company blamed financial problems on low charter rates.

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

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

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

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


EXIDE TECHNOLOGIES: Court OKs Rejection of Shreveport Lease
-----------------------------------------------------------
Judge Kevin Carey authorized Exide Technologies, Inc. to reject an
unexpired non-residential real property lease known as Shreveport
Lease and two executory contracts referred to as the Shreveport
Shoring Contract and Shreveport Security Contract as of June 26,
2013.  The Debtor is conditionally authorized to abandon any and
all property located at the premises.

                    About Exide Technologies

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

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

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

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

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

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

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


EXIDE TECHNOLOGIES: Wins Final Approval for $500-Mil. in Loans
--------------------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that Exide Technologies, the 125-year-old
battery maker, won final court approval to borrow as much as $500
million to help fund operation while it reorganizes in bankruptcy.

According to the report, U.S. Bankruptcy Judge Kevin Carey
approved the financing at a hearing July 24 in Wilmington,
Delaware, the company said in a statement July 24.  The judge
previously granted the company access to $395 million of the loan
on an interim basis at a June 11 hearing.  "We are very pleased to
have arranged financing that is sufficient to enable us to
continue operations uninterrupted while we proceed with our
restructuring," Exide Chief Executive Officer James R. Bolch said
in the statement.  "We are grateful for the support of our lenders
and the confidence they have displayed in Exide by meeting our
funding needs."

The report notes that about $225 million of the new debt will go
to pay off and replace a $160 million revolving credit line, with
any money left over used for operations, according to court
papers.  The other $275 million will be partly supplied by a group
of noteholders that holds 45 percent of the company's bonds that
mature in 2018.

                    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.


FOREST CITY: Fitch Rates $300MM Senior Unsecured Notes 'BB-'
------------------------------------------------------------
Fitch Ratings has assigned a credit rating of 'BB-' to the $300
million convertible senior unsecured notes due 2020 issued by
Forest City Enterprises, Inc. (NYSE: FCEA, NYSE: FCEB,
collectively 'FCE'). The notes will pay interest semiannually at a
rate of 3.625% per annum and are convertible into shares of Forest
City's Class A common stock at a 35% premium to the closing price
on July 15, 2013. Use of proceeds will include the redemption of
the $132 million of 6.5% Senior Notes due 2017 currently
outstanding.

Fitch currently rates FCE as follows:

-- Issuer Default Rating (IDR) 'BB-';
-- Bank revolving credit facility 'BB-';
-- Senior unsecured notes 'BB-';
-- Convertible senior unsecured notes 'BB-'.

The Rating Outlook is Stable.

Key Rating Drivers

The 'BB-' IDR centers on FCE's high leverage and lack of
unencumbered assets. FCE's corporate financing strategy emphasizes
secured debt to isolate refinancing and operating risks to
individual properties as opposed to the general corporate credit
and equity holders. Credit strengths include the quality of FCE's
portfolio, strong relative operating performance, adequate fixed
charge coverage, a manageable debt maturity schedule and
sufficient internal liquidity.

The IDR also reflects FCE's significant equity cushion after
adjusting for secured debt that partially mitigates the lack of an
unencumbered asset pool. Further, FCE's REOC structure is worth a
one-notch uplift relative to a comparable REIT, due to FCE's
ability to retain cash for development and other corporate uses.

High Leverage
FCE's leverage was high at 11.8x for the trailing 12 months ended
April 30, 2013 pro forma for recently announced conversions of
convertible notes. FCE has made demonstrable progress in its
efforts to delever, as leverage was 13.0x at Jan. 31, 2011. Fitch
projects leverage will improve further to below 11.0x over the
next 24 months, driven by modest same-store net operating income
(SSNOI) growth. Fitch defines leverage as net debt to recurring
operating EBITDA.

Lack of Unencumbered Assets
FCE does not maintain a pool of unencumbered assets which
typically serves as support for IDRs of higher-rated REITs and
REOCs and a source of contingent liquidity. The lack of
unencumbered assets is a material rating constraint partially
mitigated by the existence of a post-secured debt equity cushion.

High-Quality Albeit Idiosyncratic Portfolio
Since its founding, FCE has grown its expertise in developing
large, mixed-use master planned communities, notably those in
densely populated markets. Year-to-date (YTD) pro-rata net
operating income (NOI) was well-diversified by segment (36%
retail, 33% office, 24% multifamily) and located in strong markets
(30% in New York City with Washington, D.C., Los Angeles, Boston,
San Francisco, Denver, Chicago and Philadelphia each comprising
3%-10%).

Strong Operating Performance
FCE's operating performance has been strong on an absolute basis
and relative to its underlying markets and select public peers,
evidencing durable operating cash flows. FCE's SSNOI growth has
averaged 1.9% from 2003 through 2012 and FCE weathered the recent
downturn with only a single-year decline of 0.8% in 2009. SSNOI in
the first quarter turned negative at -1.9%, driven in large part
by decreased occupancy at One Pierrepont Plaza. Fitch expects
SSNOI growth will be in the low single digits over the next 12-24
months driven by positive leasing spreads and incremental
occupancy gains.

Proven Track Record Developing Large, Mixed-Use Sites
The company has a proven capacity to acquire, aggregate and
entitle adjoining plots of land and to work with local
municipalities, community groups and government agencies to
receive requisite approvals and tax credit financings. Going
forward, Fitch expects development to be significantly smaller,
due mostly to the Multifamily Development Fund which will allow
FCE to develop off balance sheet and limit its equity requirements
to contributing entitled land. At April 30, 2013, FCE's remaining
development commitments of $250 million represent 2% of total
undepreciated assets and can be funded through internal liquidity.

Manageable Debt Maturity Schedule / Sufficient Liquidity
Liquidity coverage of 0.7x pro forma for the note issuance's net
proceeds after the redemption of the 6.5% senior notes is adequate
for the rating for the period May 1, 2013-Jan. 31, 2015 and
improves to 2.8x assuming 90% of secured debt is refinanced.
Notably, internal liquidity covers unsecured debt obligations
maturing through FY2015 by 7.3x, thereby limiting the likelihood
of a corporate default. In addition, the covenants under the
company's credit facility that limit cash distributions and share
buybacks facilitate financial flexibility.

Fitch defines liquidity coverage as sources of liquidity
(unrestricted cash, availability under the revolving credit
facility, committed but undrawn project financing) divided by uses
(unsecured debt maturities, secured debt maturities, pro-rata
unconsolidated debt maturities, maintenance capital expenditures
and committed development expenditures).

Adequate Fixed Charge Coverage
Fitch projects fixed charge coverage will improve to 1.5x from
1.3x for FY2011 over the next 12-24 months driven by lower fixed
charges from the retirement of all outstanding preferred stock.
Fixed charge coverage excluding certain capitalized interest costs
was 1.2x for the TTM ended April 30, 2013 and 1.1x on an all-in
basis. Fitch defines fixed charge coverage as recurring operating
EBITDA less straight line rent adjustments and recurring
maintenance capital expenditures divided by total interest
incurred and preferred stock dividends.

Ratings Sensitivities

Although Fitch does not anticipate positive ratings momentum in
the near to medium term, the following factors may result in
positive momentum on the rating and/or Outlook:

-- The maintenance of a sizable unencumbered asset pool;
-- Fitch's expectation of leverage sustaining below 10.0x
   (leverage was 11.8x as of April 30, 2013).

The following factors may have a negative impact on Forest City's
ratings or outlook:

-- Fitch's expectation of leverage sustaining above 13.0x;
-- Fitch's expectation of fixed charge coverage sustaining
   below 1.0x (fixed charge coverage was 1.2x YTD);
-- Material growth in on-balance sheet development projects;
-- A material investment in a non-real estate project or entity.


FREESEAS INC: Issues 625,000 Add'l Settlement Shares to Hanover
---------------------------------------------------------------
FreeSeas, Inc., issued and delivered to Hanover Holdings I, LLC,
625,000 additional settlement shares on July 22, 2013.

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

Pursuant to the terms of the Settlement Agreement approved by the
Order, the Company issued and delivered to Hanover 890,000 shares
of the Company's common stock, $0.001 par value, and between
July 2, 2013, and July 17, 2013, the Company issued and delivered
to Hanover an aggregate of 3,183,000 additional settlement shares.

Hanover demonstrated to the Company's satisfaction that it was
entitled to receive 625,000 additional settlement shares based on
certain adjustment formula.

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

                         http://is.gd/YZhQCf

                         About FreeSeas Inc.

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

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

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

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


GANNETT CO: S&P Assigns 'BB' Rating to $500MM Sr. Notes Due 2020
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned McLean, Va.-based
newspaper publisher and TV broadcaster Gannett Co. Inc.'s proposed
issuance of $500 million senior notes due 2020 an issue-level
rating of 'BB', with a recovery rating of '3'.  The '3' recovery
rating indicates S&P's expectation for meaningful (50% to 70%)
recovery in the event of a payment default.  Gannett plans to use
the proceeds to repay outstanding borrowings under its revolving
credit facility.  Any remaining proceeds may be used to repay the
company's outstanding unsecured notes and/or for general corporate
purposes

The rating on Gannett Co. reflects its exposure to unfavorable
secular trends affecting newspaper advertising and circulation,
and the more stable trends of TV broadcasting, notwithstanding the
shift of viewers to alternative media for news and entertainment.
The rating also reflects S&P's expectation for steadily declining
leverage after Gannett closes on its proposed acquisition of Belo
Corp. in late 2013.  S&P views Gannett's business risk profile as
"fair," according to its criteria, largely because of its
expectation that the declines in high-margin newspaper advertising
revenue will continue for the foreseeable future as a result of
unfavorable industry fundamentals.  S&P views Gannett's financial
risk profile as "significant," because of elevated pro forma debt
leverage, incorporating the proposed debt-financed acquisition of
Belo.

In June 2013, Gannett entered into a definitive agreement to
acquire Belo Corp. for $2.2 billion, including the assumption of
$715 million in debt.  S&P believes that the debt-financed
purchase will slightly improve the company's business position
because of its higher proportion of pro forma cash flow from
broadcasting operations.  Gannett will become the fourth largest
owner of major network-affiliated TV stations, and S&P expects the
EBITDA contribution from the broadcasting and digital segments
will approach two-thirds of the pro forma total in 2013, reducing
the exposure to the newspaper business.  The transaction is
subject to Department of Justice, FCC, and Belo shareholder
approval.

The rating outlook is positive, reflecting S&P's expectation that
the Gannett reduces debt leverage as the company gradually
realizes acquisition synergies and lowers debt levels.  S&P could
raise its rating on the company to 'BB+' if it become convinced
that the company will be able to reduce pro forma debt to
trailing-eight-quarter average EBITDA (adjusted for operating
leases and underfunded pension obligations and excluding revenue
and cost synergies) from the high-3x area to below 3x in 2014 and
maintain that level; that the pace of erosion of newspaper revenue
will not markedly accelerate; and that Gannett will balance
shareholder returns and acquisitions with debt repayment.

RATINGS LIST

Gannett Co. Inc.
Corporate Credit Rating          BB/Positive/--

New Rating

Gannett Co. Inc.
$500M sr notes due 2020          BB
   Recovery Rating                3


HANESBRANDS INC: S&P Retains 'BB' CCR After Maidenform Acquisition
------------------------------------------------------------------
Standard & Poor's Rating Services said that it assigned its 'BBB-'
rating to N.C.-based Hanesbrands Inc.'s proposed $1.1 billion
senior secured revolving credit facility due 2018.  The recovery
rating on the secured credit facility is '1', indicating S&P's
expectation for very high (90%-100%) recovery in the event of a
default.  S&P also revised its unsecured recovery rating to '4'
from '3' as a result of the increased size of the secured
revolving credit facility.  The 'BB' corporate credit rating and
'BB' unsecured debt ratings remain unchanged.  The outlook is
stable.

"We expect the company to use the new $1.1 billion revolving
credit facility for acquisitions and working capital needs.  This
includes incremental debt to fund Hanesbrands' acquisition of
Maidenform Brands Inc. for approximately $575 million in cash.
Pro forma for the acquisition of Maidenform, and based on our
expectation that the company will repay the remaining $250 million
of its 8% senior notes later this year, we estimate the ratio of
adjusted total debt to EBITDA will be approximately 3.5x by the
end of 2013, compared to leverage of about 3.3x through the 12
months ended March 31, 2013,", S&P said.

"The ratings on Hanesbrands reflect our view that the company's
financial risk profile will continue to be "significant" given
improved credit metrics following debt reduction, an "adequate"
liquidity profile, and our view that the company's financial
policy will remain "modest."  Also, we believe the company's
business risk profile will remain "fair," reflecting our view the
company will maintain its good market position and operating scale
in the highly competitive apparel sector and the commodity-like
nature of some of its products," S&P added.

RATINGS LIST

Hanesbrands Inc.
Corporate credit rating          BB/Stable/--

Ratings assigned
Hanesbrands Inc.
Senior secured
  $1.1 bil. revolver due 2018     BBB-
    Recovery rating               1

Issue rating affirmed; recovery rating revised
                                  To             From
Hanesbrands Inc.
Senior unsecured                 BB             BB
  Recovery rating                 4              3


HARRISBURG, PA: Creditors Near Deal on Debt Crisis
--------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that William B. Lynch, the state-appointed
receiver of Pennsylvania's capital, said "a deal is imminent" with
creditors on resolving an incinerator debt burden of about $345
million that has left Harrisburg insolvent.

According to the report, the revised fiscal rescue involves the
sale of the trash-to-energy plant and the lease of city parking
facilities, Mr. Lynch said in a statement July 24.  The
transaction will remove future liabilities for the incinerator,
which hasn't generated enough revenue to cover its costs.  Mr.
Lynch's success with creditors would avert bankruptcy for the
city, whose incinerator debt amounts to almost seven times its
annual general-fund budget.  He said he plans to submit his
proposal late next month to Pennsylvania's Commonwealth Court,
which must approve it.  "All stakeholders" have agreed to his
plan, Mr. Lynch said.  "While they realize this may be an
imperfect situation for each of them, everyone understands a
cooperative solution is most certainly in everyone's best
interests."

The report notes that the crisis in Harrisburg, a community of
almost 50,000 residents, stemmed from financing an overhaul of the
incinerator.  Surrounding Dauphin County and bond insurer Assured
Guaranty Municipal, a unit of Hamilton, Bermuda-based Assured
Guaranty Ltd., have covered skipped debt payments since 2009.

The report discloses that under his plan, the Lancaster County
Solid Waste Management Authority would buy the incinerator, which
a unit of Covanta Holding Corp. runs.  Mr. Lynch said July 24 that
other claims, such as those from Assured Guaranty and Dauphin
County, must be resolved before the sale, which may be late this
year.  The relief from future liability for Harrisburg residents
after the transaction was described by Mr. Lynch as a "critical
step" for the city's recovery.  He said his blueprint would
stabilize the municipal budget through 2016.

                 About Harrisburg, Pennsylvania

The city of Harrisburg, in Pennsylvania, is coping with debt
related to a failed revamp of an incinerator.  The city is
$65 million in default on $242 million owing on bonds sold to
finance an incinerator that converts trash to energy.

The Harrisburg city council voted 4-3 on Oct. 11, 2011, to
authorize the filing of a Chapter 9 municipal bankruptcy (Bankr.
M.D. Pa. Case No. 11-06938).  The city claims to be insolvent,
unable to pay its debt and in imminent danger of having
tax revenue seized by holders of defaulted bonds.

Judge Mary D. France presided over the Chapter 9 case.  Mark D.
Schwartz, Esq. and David A. Gradwohl, Esq., served as Harrisburg's
counsel.  The petition estimated $100 million to $500 million in
assets and debts.  Susan Wilson, the city's chairperson on Budget
and Finance, signed the petition.

Harrisburg said in court papers it is in imminent jeopardy through
six pending legal actions by creditors with respect to a number of
outstanding bond issues relating to the Harrisburg Materials,
Energy, Recycling and Recovery Facilities, which processes waste
into steam and electrical energy.  The owner and operator of the
incinerator is The Harrisburg Authority, which is unable to pay
the bond issues.  The city is the primary guarantor under each
bond issue.  The lawsuits were filed by Dauphin County, where
Harrisburg is located, Joseph and Jacalyn Lahr, TD Bank N.A., and
Covanta Harrisburg Inc.

The Commonwealth of Pennsylvania, the County of Dauphin, and
Harrisburg city mayor Linda D. Thompson and other creditors and
interested parties objected to the Chapter 9 petition.  The state
later adopted a new law allowing the governor to appoint a
receiver.

Kenneth W. Lee, Esq., Christopher E. Fisher, Esq., Beverly Weiss
Manne, Esq., and Michael A. Shiner, Esq., at Tucker Arensberg,
P.C., represented Mayor Thompson in the Chapter 9 case. Counsel to
the Commonwealth of Pennsylvania was Neal D. Colton, Esq., Jeffrey
G. Weil, Esq., Eric L. Scherling, Esq., at Cozen O'Connor.

In November 2011, the Bankruptcy Judge dismissed the Chapter 9
case because (1) the City Council did not have the authority under
the Optional Third Class City Charter Law and the Third Class City
Code to commence a bankruptcy case on behalf of Harrisburg and (2)
the City was not specifically authorized under state law to be a
debtor under Chapter 9 as required by 11 U.S.C. Sec. 109(c)(2).

Dismissal of the Chapter 9 petition was upheld in a U.S. District
Court.

That same month, the state governor appointed David Unkovic as
receiver for Harrisburg.  Mr. Unkovic is represented by the
Municipal Recovery & Restructuring group of McKenna Long &
Aldridge LLP, led by Keith Mason, Esq., co-chair of the group.

Mr. Unkovic resigned as receiver March 30, 2012.  Mr. Unkovic was
replaced by William Lynch as receiver.


HIGHWAY TECHNOLOGIES: Files Schedules of Assets and Liabilities
---------------------------------------------------------------
Highway Technologies, Inc., filed with the Bankruptcy Court its
schedules of assets and liabilities, disclosing:

     Name of Schedule              Assets         Liabilities
     ----------------            -----------      -----------
  A. Real Property                        $0
  B. Personal Property           $41,350,616
  C. Property Claimed as
     Exempt
  D. Creditors Holding
     Secured Claims                               $67,109,036
  E. Creditors Holding
     Unsecured Priority
     Claims                                        $1,228,316
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                       $24,185,587
                                 -----------      -----------
        TOTAL                    $41,350,616      $92,522,939

Affiliate HTS Acquisition, Inc., scheduled $0 assets and
$67,109,035 in liabilities.

                    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, 2013, to conduct an orderly liquidation.
Richard M. Pachulski, Esq., 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.

The Official Committee of Unsecured Creditors tapped Richards,
Layton & Finger, P.A., as its counsel, and Gavin/Solmonese LLC as
its financial advisor.


IGPS COMPANY: Wins Nod For $39MM Sale Despite Fierce Flak
---------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that plastic pallet
leaser iGPS Co. got the green light for its $39 million sale to a
consortium of private equity firms and other investors as a
Delaware bankruptcy judge overruled objections that the deal left
hundreds of millions of dollars on the table.

According to the report, U.S. Bankruptcy Judge Kevin Gross'
decision to approve the deal came on the third day of a sale
hearing, a contentious affair that included nearly two full days
of testimony and pitted iGPS against a tag-team of the U.S.
trustee and the company's founder and former chief executive
officer, who argued that the $36 million auction floor is too low
for a debtor they say could have more than $500 million in assets.

U.S. Trustee Roberta A. DeAngelis and former iGPS CEO Bobby L.
Moore argue that when the value of all of the company's pallets is
factored, the debtor has assets of between $400 million and $590
million.

The Company maintained that the $39 million sale to a consortium
of private equity firms and other investors is a fair deal.

                          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%.


IN THE PLAY: Allen & Vellone Okayed as Bankruptcy Co-Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized the employment of Allen & Vellone, P.C. as co-counsel
to In The Play, Inc.

As reported by the Troubled Company Reporter on July 24, 2013, the
Court has authorized the Debtor to employ Morris James, LLP as
counsel.

                        About In The Play

Three alleged creditors filed an involuntary Chapter 11 petition
for Lansdale, Pennsylvania-based In The Play, Inc., (Bankr. E.D.
Pa. Case No. 13-11666) in Philadelphia on Feb. 27, 2013.  The
petitioners are Richard Strauss (with $479,443 in claims), JAAZ,
LLC ($409,166) and Andrew Michelin ($157,522).  Garabed Kendikian,
Esq., at the Law Offices of Charles Kendikian, LLC, serves as
counsel to the petitioners.

On May 10, 2013, the Court entered an order for relief placing In
the Play under bankruptcy protection.  The Debtor tapped Jeffrey
R. Waxman, Esq., at Morris James LLP as counsel.  Gavin/Solmonese,
LLC's Edward T. Gavin serves as chief restructuring officer.

The Debtor filed schedules of assets and liabilities, declaring
$4,640 in total assets and $4,589,397 in liabilities.


ING US: Fitch Rates Junior Subordinated Notes at 'BB'
-----------------------------------------------------
Fitch Ratings expects to assign a 'BBB-' rating to ING U.S., Inc.
(ING U.S.) $400 million planned issuance of 5.7% senior notes due
2043. The transaction is expected to close on July 26, 2013.

Key Rating Drivers

The rating reflects standard notching under Fitch's rating
methodology. The net proceeds of this offering will be used for
general corporate purposes, including the retirement of debt. Pro
forma financial leverage is expected to remain near 25%.

On July 8, 2013, Fitch affirmed all of its ratings for ING U.S.
and its subsidiaries with a Stable Outlook.

RATING SENSITIVITIES

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

-- A decline in reported RBC below 385%;

-- Financial leverage exceeding 30%;

-- Significant adverse operating results;

-- Further material reserve charges required in its
   insurance/variable annuity books or a significant weakening
   of distribution channel or scale advantages.

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

-- Increased operating profitability and generation of consistent
   statutory capital;

-- Sustained maintenance of GAAP interest coverage over 10x and
   statutory interest coverage over 4x;

-- A reported RBC above 450%, and financial leverage below 25%;

-- Private sale of closed block book at good value with boost
   to capitalization and reduction in volatility and risk.

Fitch expects to assign:

ING U.S., Inc.
-- 5.7% senior notes due July 15, 2043 'BBB-'.

Fitch currently rates the ING U.S. entities as follows:

ING U.S., Inc.
-- Long-term IDR 'BBB';
-- 5.5% senior notes due July 15, 2022 'BBB-';
-- 2.9% senior notes due Feb. 15, 2018 'BBB-';
-- 5.65% fixed-to-floating junior subordinated notes due
   May 15, 2053 'BB'.

ING Life Insurance and Annuity Company
ING USA Annuity and Life Insurance Company
ReliaStar Life Insurance Co.
ReliaStar Life Insurance Company of New York
Security Life of Denver Insurance Company
--Insurer Financial Strength (IFS) 'A-'.

Equitable of Iowa Companies, Inc.
-- Long-term IDR 'BBB'.

Equitable of Iowa Companies Capital Trust II
-- 8.424% Trust Preferred Stock 'BB'.


JEFFERSON COUNTY: S&P Puts 'C' Underlying Rating on Watch Negative
------------------------------------------------------------------
Standard & Poor's Ratings Services has placed on CreditWatch with
negative implications its 'C' underlying rating (SPUR) on various
issuers' series 2000 limited-tax GO school warrants and series
2006 lease revenue warrants issued for Jefferson County, Ala.
This action follows repeated attempts by Standard & Poor's to
obtain timely information of satisfactory quality to maintain
S&P's ratings on the securities in accordance with its applicable
criteria and policies.  Failure to receive the requested
information by Aug. 5, 2013 will likely result in S&P's suspension
of the affected ratings, preceded, in accordance with its
policies, by any change to the ratings that it considers
appropriate given available information.

Standard & Poor's also withdrew its SPUR on the county's series
2003A general obligation (GO) capital improvement and refunding
warrants and series 2004A GO capital improvement warrants, which
we had rated 'D' because of the county's failure to make a
principal payment on the GO warrants when due on April 1, 2012.


KIDSPEACE CORP: FTI Consulting OK'd as Committee Financial Advisor
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases of KidsPeace Corporation, et al., to retain FTI
Consulting, Inc. as its financial advisor.

As reported by the Troubled Company Reporter on July 10, 2013, FTI
will, among other things, assist in the review of financial
related disclosures required by the Court, including the schedules
of assets and liabilities, the statements of financial affairs,
and the monthly operating reports.

FTI has agreed with the Committee to seek payment for compensation
on a fixed monthly basis of $60,000 for the first two months and
$45,000 per month thereafter, plus reimbursement of actual and
necessary expenses incurred.

In addition, FTI will be compensated at its customary hourly rates
for services related to expert valuation services:

      Senior Managing Directors                     $790-$895
      Directors/Managing Directors                  $570-$755
      Consultants/Senior Consultants                $290-$540
      Administrative/Paraprofessionals/Associates   $120-$250

The firms assured the Court that they are disinterested persons as
defined in the Bankruptcy Code and do not represent any interest
adverse to the Committee's.

                      About KidsPeace Corp.

KidsPeace Corp., a provider of behavioral services for children,
filed a petition for Chapter 11 reorganization (Bankr. E.D. Pa.
Case No. 13-14508) on May 21, 2013, in Reading, Pennsylvania.

KidsPeace operates a 96-bed pediatric psychiatric hospital in
Orefield, Pennsylvania.  Assets are $86.7 million, and debt on the
books is $158.6 million, according to a court filing.

The Debtor, which sought bankruptcy protection with eight
affiliates, tapped Norris McLaughlin & Marcus, P.A. as counsel;
EisnerAmper LLP as financial advisor, and Rust Omni as claims and
notice agent.

Assets total $158,587,999 at the end of 2012.  The Debtors owe
approximately $56,206,821 in bond debt, and they have been told
that their pension liability is allegedly about $100,000,000 of
which the Debtors currently reflect $83,049,412 on their books.

KidsPeace sought Chapter 11 (i) as a means to implement a
negotiated restructuring of bond debt currently aggregating
approximately $51,310,000 plus accrued interest to a reduced
amount of approximately $24 million in new 30-year bonds with
interest at 7.5 percent, and (ii) to continue on-going
negotiations with the Pension Benefit Guaranty Corporation  in
hopes of reducing the PBGC asserted obligation of $100+ million to
an amount that the Debtors can reasonably expect to satisfy.

The Debtor disclosed $157,930,467 in assets and $168,768,207 in
liabilities as of the Chapter 11 filing.

Since March 2012, MK has been exploring possible affiliation or
acquisition opportunities; however, no offer of an affiliation or
acquisition has been presented to the Debtors.

Gemino Healthcare Finance, LLC, the prepetition revolving lender,
is represented by James S. Rankin, Jr., Esq., at Parker, Hudson,
Rainer & Dobbs LLP; and Weir & Partners LLP's Walter Weir, Jr.,
Esq.

UMB Bank, N.A., on behalf of bondholders, Performance Food Group
d/b/a AFI, W.B. Mason Co., Inc., Pension Benefit Guaranty
Corporation, and Teresa Laudenslager were appointed to an official
committee of unsecured creditors in the Debtors' cases.  The
Official Committee of Unsecured Creditors is represented by
Fitzpatrcik Lentz & Bubba, P.C., and Lowenstein Sandler LLP as
counsel.  FTI Consulting, Inc. serves as the panel's financial
advisor.


KIDSPEACE CORP: Lowenstein & Fitzpatrick Okayed as Panel's Lawyers
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Pennsylvania
authorized the Official Committee of Unsecured Creditors in the
Chapter 11 cases of KidsPeace Corporation, et al., to retain
Lowenstein Sandler LLP as its counsel and Fitzpatrick Lentz &
Bubba, P.C., as its co-counsel.

To the best of the Committee's knowledge, Lowenstein Sandler and
Fitzpatrick Lentz are "disinterested persons" as that term is
defined in Section 101(14) of the Bankruptcy Code.

As reported by the Troubled Company Reporter on July 10, 2013, the
Committee sought authority to retain Lowenstein Sandler, as lead
counsel, to, among other things, provide legal advice, address
issues raised by any DIP financing, and participate in the
formulation of a chapter 11 plan.

Lowenstein will be paid at these hourly rates:

      Partners                    $475 - $945
      Counsel                     $385 - $685
      Associates                  $250 - $495
      Paralegals and Assistants   $155 - $260

Norman N. Kinel, Esq. -- nkinel@lowenstein.com -- a partner at
Lowenstein Sandler LLP, in New York, will take a lead role in
representing the Creditors' Committee.

Fitzpatrick Lentz, as co-counsel, will, among other things, assist
Lowenstein in its representation of the Committee.  FLB will be
paid these hourly rates:

   $300        Douglas J. Smillie, Esq. -- dsmillie@flblaw.com
   $195        Joshua A. Gildea, Esq. -- jgildea@flblaw.com
   $120        Carolyn Charlton, paralegal

                      About KidsPeace Corp.

KidsPeace Corp., a provider of behavioral services for children,
filed a petition for Chapter 11 reorganization (Bankr. E.D. Pa.
Case No. 13-14508) on May 21, 2013, in Reading, Pennsylvania.

KidsPeace operates a 96-bed pediatric psychiatric hospital in
Orefield, Pennsylvania.  Assets are $86.7 million, and debt on the
books is $158.6 million, according to a court filing.

The Debtor, which sought bankruptcy protection with eight
affiliates, tapped Norris McLaughlin & Marcus, P.A. as counsel;
EisnerAmper LLP as financial advisor, and Rust Omni as claims and
notice agent.

Assets total $158,587,999 at the end of 2012.  The Debtors owe
approximately $56,206,821 in bond debt, and they have been told
that their pension liability is allegedly about $100,000,000 of
which the Debtors currently reflect $83,049,412 on their books.

KidsPeace sought Chapter 11 (i) as a means to implement a
negotiated restructuring of bond debt currently aggregating
approximately $51,310,000 plus accrued interest to a reduced
amount of approximately $24 million in new 30-year bonds with
interest at 7.5 percent, and (ii) to continue on-going
negotiations with the Pension Benefit Guaranty Corporation  in
hopes of reducing the PBGC asserted obligation of $100+ million to
an amount that the Debtors can reasonably expect to satisfy.

The Debtor disclosed $157,930,467 in assets and $168,768,207 in
liabilities as of the Chapter 11 filing.

Since March 2012, MK has been exploring possible affiliation or
acquisition opportunities; however, no offer of an affiliation or
acquisition has been presented to the Debtors.

Gemino Healthcare Finance, LLC, the prepetition revolving lender,
is represented by James S. Rankin, Jr., Esq., at Parker, Hudson,
Rainer & Dobbs LLP; and Weir & Partners LLP's Walter Weir, Jr.,
Esq.

UMB Bank, N.A., on behalf of bondholders, Performance Food Group
d/b/a AFI, W.B. Mason Co., Inc., Pension Benefit Guaranty
Corporation, and Teresa Laudenslager were appointed to an official
committee of unsecured creditors in the Debtors' cases.  The
Official Committee of Unsecured Creditors is represented by
Fitzpatrcik Lentz & Bubba, P.C., and Lowenstein Sandler LLP as
counsel.  FTI Consulting, Inc. serves as the panel's financial
advisor.


LEAR CORP: Loses Dismissal Bid in Auto Parts Antitrust Litigation
-----------------------------------------------------------------
District Judge Marianne O. Battani issued an opinion and order
denying Lear Corporation's motion to dismiss claims against it in
IN RE: AUTOMOTIVE PARTS ANTITRUST LITIGATION, NO. 2:12-CV-00100,
(E.D. Mich.).

The opinion relates to all Wire Harness Cases.

Judge Battani denied Lear's Fed.R.Civ.Proc. Rule 12(b)(6) Motion
to Dismiss (Case No. 12-02311) all claims advanced against it in
the Direct Purchasers Plaintiffs' (DPPs) Consolidated Amended
Class Action Complaint, the Automobile Dealer Plaintiffs' (ADPs)
Consolidated Class Action Complaint, and the End-Payor Plaintiffs'
(EPPs) Corrected Consolidated Amended Class Action Complaint.

Plaintiffs allege that Lear engaged in overt acts by selling wire
harness systems after it emerged from bankruptcy in November 2009
at supracompetitive prices.

"Each sale after November 2009 allegedly involved an unlawfully
inflated price, so conduct by Lear after bankruptcy confirmation
may fall within the ambit of the conspiracy. If Plaintiffs succeed
in proving these allegations, Lear's conduct post-bankruptcy
cannot be protected by the discharge. Therefore, the Court denies
Lear's request for dismissal," rules Judge Battani.

A copy of the District Court's June 6, 2013 Opinion and Order is
available at http://is.gd/86iUTqfrom Leagle.com.

        Court Also Denies Bid to Dismiss Dealership Actions

In a separate ruling, District Judge Battani denied Kyungshin-
Lear's motion to dismiss all complaints in IN RE: AUTOMOTIVE PARTS
ANTITRUST LITIGATION.  This pertains to the Dealership Actions
End-Payor Actions in the Wire Harness Cases.

In support of its Motion to Dismiss all Complaints (Case No.
12-02311), Defendant Kyungshin-Lear Sales and Engineering, LLC
(KL Sales) asserted that Direct Purchaser Plaintiffs (DPPs),
Automobile Dealer Plaintiffs (ADPs) and End-Payor Plaintiffs
(EPPs) failed to set forth sufficient facts to meet their pleading
requirements under Rule 12(b)(6).

After briefing was completed, DPPs filed Notice of Voluntary
Dismissal (Case No. 12-00101). Accordingly, the Court limited its
consideration to the arguments advanced relative to Automobile
Dealers' Consolidated Amended Class Action Complaint (Case No.
12-02311), and End-Payors' Corrected Consolidated Amended Class
Action Complaint (Case No. 12-02311).

According to Judge Battani, dismissal is not required merely
because Plaintiffs did not name each Defendant in the allegations
pleaded in support of their Sherman Act claim.

"Even though neither Lear nor KL Sales has pleaded guilty, IPPs
have included allegations that render KP Sales' involvement
plausible when viewed in light of the allegations of market
conditions that show a concentration of market shares, high
barriers to entry, and the capability of producing products for
use in any vehicle, as well as opportunities to conspire at auto
and industry trade," she said.

A copy of the District Court's June 6, 2013 Opinion and Order is
available at http://is.gd/ByTk57from Leagle.com.

In re Wire Harness - End-Payor Actions, represented by Adam T.
Schnatz, The Miller Law Firm, Bernard Persky, Robins, Kaplan,
Miller & Ciresi L.L.P., Brendan H. Frey, Mantese and Rossman, PC,
Daniel E. Gustafson, Gustafson Gluek PLLC, Darryl Bressack, Fink
Associates Law, David H. Fink, David F. Hansma, Mantese and
Rossman, E. Powell Miller, The Miller Law Firm, Gerard V. Mantese,
Mantese Assoc., Hollis L Salzman, Robins, Kaplan, Miller & Ciresi
LLP, Jonathan M Jagher, Spector Roseman Kodroff & Willis, P.C.,
Marc M. Seltzer, Susman Godfrey, L.L.P., Sheldon L. Miller, W.
Joseph Bruckner, Lockridge Grindal Nauen & William Reiss, Robins,
Kaplan, Miller & Ciresi L.L.P..

Susan Lacava, Plaintiff, represented by E. Powell Miller, The
Miller Law Firm, Seth R. Gassman, Labaton Sucharow LLP, Todd F.
Flood, Flood Lanctot Connor Stablein, Gregory P. Hansel, Preti
Flaherty Beliveau & Pachios, LLP, Randall B. Weill, Preti Flaherty
Beliveau & Pachios & Warren T. Burns, Susman Godfrey, LLP.

Meredith Heller, Plaintiff, represented by Paul F. Novak, Milberg
LLP, Gregory P. Hansel, Preti Flaherty Beliveau & Pachios, LLP,
Randall B. Weill, Preti Flaherty Beliveau & Pachios & Warren T.
Burns, Susman Godfrey, LLP.

Halley Ascher, Plaintiff, represented by Patrick E. Cafferty,
Cafferty Clobes Meriwether & Sprengel LLP, Gregory P. Hansel,
Preti Flaherty Beliveau & Pachios, LLP, Randall B. Weill, Preti
Flaherty Beliveau & Pachios & Warren T. Burns, Susman Godfrey,
LLP.

Carol Ann Kashishian, Plaintiff, represented by Adam T. Schnatz,
The Miller Law Firm.

Carol Ann Kashishian, Plaintiff, represented by E. Powell Miller,
The Miller Law Firm.

Carol Ann Kashishian, Plaintiff, represented by S. Thomas Wienner,
Weinner, Gould,, Gregory P. Hansel, Preti Flaherty Beliveau &
Pachios, LLP, Randall B. Weill, Preti Flaherty Beliveau & Pachios
& Warren T. Burns, Susman Godfrey, LLP.

Meetesh Shah, Plaintiff, represented by Sheldon L. Miller, Adam J.
Zapala, Cotchett, Pitre & McCarthy, Frank C. Damrell, Cotchett,
Pitre & McCarthy LLP, Gregory P. Hansel, Preti Flaherty Beliveau &
Pachios, LLP, Randall B. Weill, Preti Flaherty Beliveau & Pachios,
Steven N. Williams, Cotchett, Pitre & McCarthy, LLP & Warren T.
Burns, Susman Godfrey, LLP.

Ellis Winton McInnis, Plaintiff, represented by David E. Plunkett,
Williams, Williams,, Gregory P. Hansel, Preti Flaherty Beliveau &
Pachios, LLP, Randall B. Weill, Preti Flaherty Beliveau & Pachios
& Warren T. Burns, Susman Godfrey, LLP.

Gary Arthur Herr, Plaintiff, represented by Patrick E. Cafferty,
Cafferty Clobes Meriwether & Sprengel LLP, Gregory P. Hansel,
Preti Flaherty Beliveau & Pachios, LLP, Randall B. Weill, Preti
Flaherty Beliveau & Pachios & Warren T. Burns, Susman Godfrey,
LLP.

Michael Tracy, Plaintiff, represented by Sheldon L. Miller.

Michael Tracy, Plaintiff, represented by Gregory P. Hansel, Preti
Flaherty Beliveau & Pachios, LLP.

Michael Tracy, Plaintiff, represented by James L. Kauffman, Levin
Papantonio Thomas Mitchell Rafferty & Proctor PA.
Michael Tracy, Plaintiff, represented by Randall B. Weill, Preti
Flaherty Beliveau & Pachios & Warren T. Burns, Susman Godfrey,
LLP.

Ifeoma Adams, Plaintiff, represented by Patrick E. Cafferty,
Cafferty Clobes Meriwether & Sprengel LLP, Gregory P. Hansel,
Preti Flaherty Beliveau & Pachios, LLP & Randall B. Weill, Preti
Flaherty Beliveau & Pachios.

Ifeoma Adams, Plaintiff, represented by Warren T. Burns, Susman
Godfrey, LLP.

Jennifer Chase, Plaintiff, represented by Anthony L. DeLuca,
Anthony L. DeLuca, Gregory P. Hansel, Preti Flaherty Beliveau &
Pachios, LLP, Randall B. Weill, Preti Flaherty Beliveau & Pachios
& Warren T. Burns, Susman Godfrey, LLP.

Curtis Gunnerson, Plaintiff, represented by Anthony L. DeLuca,
Anthony L. DeLuca, Gregory P. Hansel, Preti Flaherty Beliveau &
Pachios, LLP, Randall B. Weill, Preti Flaherty Beliveau & Pachios
& Warren T. Burns, Susman Godfrey, LLP.

Kelly Klosterman, Plaintiff, represented by Anthony L. DeLuca,
Anthony L. DeLuca, Gregory P. Hansel, Preti Flaherty Beliveau &
Pachios, LLP & Randall B. Weill, Preti Flaherty Beliveau &
Pachios.

Kelly Klosterman, Plaintiff, represented by Warren T. Burns,
Susman Godfrey, LLP.

Darrel Senior, Plaintiff, represented by Anthony L. DeLuca,
Anthony L. DeLuca, Gregory P. Hansel, Preti Flaherty Beliveau &
Pachios, LLP, Randall B. Weill, Preti Flaherty Beliveau & Pachios
& Warren T. Burns, Susman Godfrey, LLP.

Curtis P. Boudreaux, Plaintiff, represented by E. Powell Miller,
The Miller Law Firm, Gregory P. Hansel, Preti Flaherty Beliveau &
Pachios, LLP, Randall B. Weill, Preti Flaherty Beliveau & Pachios
& Warren T. Burns, Susman Godfrey, LLP.

Tommy N. Wilson, Plaintiff, represented by E. Powell Miller, The
Miller Law Firm, Gregory P. Hansel, Preti Flaherty Beliveau &
Pachios, LLP, Randall B. Weill, Preti Flaherty Beliveau & Pachios
& Warren T. Burns, Susman Godfrey, LLP.

Tenisha Burgos, Plaintiff, represented by Patrick E. Cafferty,
Cafferty Clobes Meriwether & Sprengel LLP, Gregory P. Hansel,
Preti Flaherty Beliveau & Pachios, LLP, Randall B. Weill, Preti
Flaherty Beliveau & Pachios & Warren T. Burns, Susman Godfrey,
LLP.

Jason Grala, Plaintiff, represented by Patrick E. Cafferty,
Cafferty Clobes Meriwether & Sprengel LLP, Gregory P. Hansel,
Preti Flaherty Beliveau & Pachios, LLP, Randall B. Weill, Preti
Flaherty Beliveau & Pachios & Warren T. Burns, Susman Godfrey,
LLP.

Darcy Sherman, Plaintiff, represented by Alyson L. Oliver, Daniel
E. Gustafson, Gustafson Gluek PLLC, Gregory P. Hansel, Preti
Flaherty Beliveau & Pachios, LLP, Randall B. Weill, Preti Flaherty
Beliveau & Pachios & Warren T. Burns, Susman Godfrey, LLP.

RD Automotive, Inc., Plaintiff, represented by Alyson L. Oliver,
Gregory P. Hansel, Preti Flaherty Beliveau & Pachios, LLP, Randall
B. Weill, Preti Flaherty Beliveau & Pachios & Warren T. Burns,
Susman Godfrey, LLP.

Lucha Bott, Plaintiff, represented by Gregory P. Hansel, Preti
Flaherty Beliveau & Pachios, LLP, Randall B. Weill, Preti Flaherty
Beliveau & Pachios & Warren T. Burns, Susman Godfrey, LLP.

Jane M Taylor, Plaintiff, represented by Gregory P. Hansel, Preti
Flaherty Beliveau & Pachios, LLP, Randall B. Weill, Preti Flaherty
Beliveau & Pachios & Warren T. Burns, Susman Godfrey, LLP.

Jude Anheluk, Plaintiff, represented by Gregory P. Hansel, Preti
Flaherty Beliveau & Pachios, LLP, Randall B. Weill, Preti Flaherty
Beliveau & Pachios & Warren T. Burns, Susman Godfrey, LLP.

Margaret A Sirmon, Plaintiff, represented by Hugh P. Lambert,
Lambert & Nelson, Gregory P. Hansel, Preti Flaherty Beliveau &
Pachios, LLP, Randall B. Weill, Preti Flaherty Beliveau & Pachios
& Warren T. Burns, Susman Godfrey, LLP.

John R Janes, Plaintiff, represented by Hugh P. Lambert, Lambert &
Nelson, Gregory P. Hansel, Preti Flaherty Beliveau & Pachios, LLP,
Randall B. Weill, Preti Flaherty Beliveau & Pachios & Warren T.
Burns, Susman Godfrey, LLP.

Scott M Quinn, Plaintiff, represented by Hugh P. Lambert, Lambert
& Nelson, Gregory P. Hansel, Preti Flaherty Beliveau & Pachios,
LLP, Randall B. Weill, Preti Flaherty Beliveau & Pachios & Warren
T. Burns, Susman Godfrey, LLP.

Bradford Brewer, Plaintiff, represented by Hugh P. Lambert,
Lambert & Nelson, Gregory P. Hansel, Preti Flaherty Beliveau &
Pachios, LLP, Randall B. Weill, Preti Flaherty Beliveau & Pachios
& Warren T. Burns, Susman Godfrey, LLP.

Sam Davis, Jr, Plaintiff, represented by Hugh P. Lambert, Lambert
& Nelson.

Sam Davis, Jr, Plaintiff, represented by Gregory P. Hansel, Preti
Flaherty Beliveau & Pachios, LLP, Randall B. Weill, Preti Flaherty
Beliveau & Pachios & Warren T. Burns, Susman Godfrey, LLP.

John Hollingsworth, Plaintiff, represented by Gregory P. Hansel,
Preti Flaherty Beliveau & Pachios, LLP, Randall B. Weill, Preti
Flaherty Beliveau & Pachios & Warren T. Burns, Susman Godfrey,
LLP.

Tony Maravilla, Plaintiff, represented by Gregory P. Hansel, Preti
Flaherty Beliveau & Pachios, LLP, Randall B. Weill, Preti Flaherty
Beliveau & Pachios & Warren T. Burns, Susman Godfrey, LLP.

Gretha Wilkerson, Plaintiff, represented by Gregory P. Hansel,
Preti Flaherty Beliveau & Pachios, LLP, Randall B. Weill, Preti
Flaherty Beliveau & Pachios & Warren T. Burns, Susman Godfrey,
LLP.

Gary Brock, Plaintiff, represented by Gregory P. Hansel, Preti
Flaherty Beliveau & Pachios, LLP, Randall B. Weill, Preti Flaherty
Beliveau & Pachios & Warren T. Burns, Susman Godfrey, LLP.
Zahira Crespo, Plaintiff, represented by John F. Nevares, John
Nevares and Associates PSC, Gregory P. Hansel, Preti Flaherty
Beliveau & Pachios, LLP, Randall B. Weill, Preti Flaherty Beliveau
& Pachios & Warren T. Burns, Susman Godfrey, LLP.

Stacey R Nickell, Plaintiff, represented by Gregory P. Hansel,
Preti Flaherty Beliveau & Pachios, LLP, Randall B. Weill, Preti
Flaherty Beliveau & Pachios & Warren T. Burns, Susman Godfrey,
LLP.

Robert Rice, Plaintiff, represented by Gregory P. Hansel, Preti
Flaherty Beliveau & Pachios, LLP, Randall B. Weill, Preti Flaherty
Beliveau & Pachios & Warren T. Burns, Susman Godfrey, LLP.

Janne Rice, Plaintiff, represented by Gregory P. Hansel, Preti
Flaherty Beliveau & Pachios, LLP, Randall B. Weill, Preti Flaherty
Beliveau & Pachios & Warren T. Burns, Susman Godfrey, LLP.

Roger D. Olson, Plaintiff, represented by Anthony L. DeLuca,
Anthony L. DeLuca, Gregory P. Hansel, Preti Flaherty Beliveau &
Pachios, LLP, Randall B. Weill, Preti Flaherty Beliveau & Pachios
& Warren T. Burns, Susman Godfrey, LLP.

Susan B. Olson, Plaintiff, represented by Anthony L. DeLuca,
Anthony L. DeLuca, Gregory P. Hansel, Preti Flaherty Beliveau &
Pachios, LLP, Randall B. Weill, Preti Flaherty Beliveau & Pachios
& Warren T. Burns, Susman Godfrey, LLP.

Phillip G. Young, Plaintiff, represented by Anthony L. DeLuca,
Anthony L. DeLuca, Gregory P. Hansel, Preti Flaherty Beliveau &
Pachios, LLP, Randall B. Weill, Preti Flaherty Beliveau & Pachios
& Warren T. Burns, Susman Godfrey, LLP.

Kathleen Tawney, Plaintiff, represented by Mark J. Schirmer,
Straus & Bois, Gregory P. Hansel, Preti Flaherty Beliveau &
Pachios, LLP, Randall B. Weill, Preti Flaherty Beliveau & Pachios
& Warren T. Burns, Susman Godfrey, LLP.

Paul Gustafson, Plaintiff, represented by Mark J. Schirmer, Straus
& Bois, Gregory P. Hansel, Preti Flaherty Beliveau & Pachios, LLP,
Randall B. Weill, Preti Flaherty Beliveau & Pachios & Warren T.
Burns, Susman Godfrey, LLP.

Michael Wick, Plaintiff, represented by Paul F. Novak, Milberg
LLP, Gregory P. Hansel, Preti Flaherty Beliveau & Pachios, LLP,
Randall B. Weill, Preti Flaherty Beliveau & Pachios & Warren T.
Burns, Susman Godfrey, LLP.

Alena Farrell, Plaintiff, represented by Paul F. Novak, Milberg
LLP, Gregory P. Hansel, Preti Flaherty Beliveau & Pachios, LLP,
Randall B. Weill, Preti Flaherty Beliveau & Pachios & Warren T.
Burns, Susman Godfrey, LLP.

Melissa Barron, Plaintiff, represented by Terry Gross, Rabinowitz,
Boudin, Gregory P. Hansel, Preti Flaherty Beliveau & Pachios, LLP,
Randall B. Weill, Preti Flaherty Beliveau & Pachios & Warren T.
Burns, Susman Godfrey, LLP.

Cindy Prince, Plaintiff, represented by Hassan A. Zavareei, Tycko
& Zavareei LLP, Gregory P. Hansel, Preti Flaherty Beliveau &
Pachios, LLP, Randall B. Weill, Preti Flaherty Beliveau & Pachios
& Warren T. Burns, Susman Godfrey, LLP.

Scott Lamson, Plaintiff, represented by Gregory P. Hansel, Preti
Flaherty Beliveau & Pachios, LLP.

Scott Lamson, Plaintiff, represented by Randall B. Weill, Preti
Flaherty Beliveau & Pachios & Warren T. Burns, Susman Godfrey,
LLP.

End-Payor Plaintiffs, Plaintiff, represented by Steven N.
Williams, Cotchett, Pitre & McCarthy, LLP.

Furukawa Electric Company, Limited, Defendant, represented by
Craig D. Bachman, Lane Powell PC, Kenneth R. Davis, II, Lane
Powell PC, Larry S. Gangnes, Lane Powell PC, Connor B. Shively,
Lane Powell, Darin Sands - NOT SWORN, Lane Powell PC, Masayuki
Yamaguchi, Lane Powell PC, Richard D. Bisio, Kemp, Klein, & Ronald
S. Nixon, Kemp, Klein,.

Lear Corporation, Defendant, represented by Howard B. Iwrey,
Dykema Gossett, Andrew Marovitz, Mayer Brown LLP & Dante A.
Stella, Dykema Gossett.

Sumitomo Electric Industries, Limited, Defendant, represented by
Daniel M. Wall, Latham & Watkins, Daniel Glad, Latham & Watkins
LLP, Elizabeth A. Favaro, Giarmarco, Mullins,, Marguerite M.
Sullivan, Latham & Watkins & William H. Horton, Giarmarco, Mullins
& Horton, P.C..

Yazaki Corporation, Defendant, represented by John V. Biernacki,
Jones Day, John M. Majoras, Jones Day & Michelle K. Fischer, Jones
Day.

Yazaki North America, Incorporated, Defendant, represented by John
M. Majoras, Jones Day & Michelle K. Fischer, Jones Day.
American Furukawa, Inc., Defendant, represented by Craig D.
Bachman, Lane Powell PC, Kenneth R. Davis, II, Lane Powell PC,
Larry S. Gangnes, Lane Powell PC, Connor B. Shively, Lane Powell,
Masayuki Yamaguchi, Lane Powell PC, Richard D. Bisio, Kemp, Klein,
& Ronald S. Nixon, Kemp, Klein,.

Denso International America, Incorporated, Defendant, represented
by David P. Donovan, Wilmer Cutler Pickering Hale and Dorr LLP,
Stephanie K. Wood, Wilmer Cutler Pickering Hale and Door LLP,
Steven F. Cherry, Wilmer Cutler Pickering Hale and Dorr LLP &
Steven M. Zarowny, Denso International America, Inc..

TRAM, Incorporated, Defendant, represented by David F. DuMouchel,
Butzel Long, George B. Donnini, Butzel Long & W. Todd Miller,
Baker & Miller PLLC.

Denso Corporation, Defendant, represented by David P. Donovan,
Wilmer Cutler Pickering Hale and Dorr LLP, Stephanie K. Wood,
Wilmer Cutler Pickering Hale and Door LLP & Steven F. Cherry,
Wilmer Cutler Pickering Hale and Dorr LLP.

Fujikura Ltd., Defendant, represented by James L. Cooper, Arnold &
Porter LLP , Joanne G. Swanson, Kerr, Russell, Matthew L. Powell,
Kerr, Russell & William A. Sankbeil, Kerr, Russell.

Leoni Wiring Systems, Inc., Defendant, represented by Michael R.
Turco, Brooks Wilkins Sharkey & Turco & Michael F. Tubach,
O'Melveny & Myers LLP .

Leonische Holding, Inc., Defendant, represented by Michael R.
Turco, Brooks Wilkins Sharkey & Turco.

Sumitomo Wiring Systems, Ltd, Defendant, represented by Daniel
Glad, Latham & Watkins LLP, Daniel M. Wall, Latham & Watkins,
Elizabeth A. Favaro, Giarmarco, Mullins,, Marguerite M. Sullivan,
Latham & Watkins & William H. Horton, Giarmarco, Mullins & Horton,
P.C..

Sumitomo Electric Wiring Systems, Inc., Defendant, represented by
Daniel Glad, Latham & Watkins LLP, Daniel M. Wall, Latham &
Watkins, Elizabeth A. Favaro, Giarmarco, Mullins,, Marguerite M.
Sullivan, Latham & Watkins & William H. Horton, Giarmarco, Mullins
& Horton, P.C..

K&S Wiring Systems, Inc., Defendant, represented by Daniel Glad,
Latham & Watkins LLP, Daniel M. Wall, Latham & Watkins, Elizabeth
A. Favaro, Giarmarco, Mullins,, Marguerite M. Sullivan, Latham &
Watkins & William H. Horton, Giarmarco, Mullins & Horton, P.C..
Sumitomo Wiring Systems (U.S.A.) Inc., Defendant, represented by
Daniel Glad, Latham & Watkins LLP, Daniel M. Wall, Latham &
Watkins, Elizabeth A. Favaro, Giarmarco, Mullins,, Marguerite M.
Sullivan, Latham & Watkins & William H. Horton, Giarmarco, Mullins
& Horton, P.C..

Leonische Holding Inc., Defendant, represented by Michael F.
Tubach, O'Melveny & Myers LLP & Michael R. Turco, Brooks Wilkins
Sharkey & Turco.

Sumitomo Electric Wintec America, Inc., Defendant, represented by
Daniel Glad, Latham & Watkins LLP, Daniel M. Wall, Latham &
Watkins, Elizabeth A. Favaro, Giarmarco, Mullins,, Marguerite M.
Sullivan, Latham & Watkins & William H. Horton, Giarmarco, Mullins
& Horton, P.C..

Tokai Rika Co., Ltd., Defendant, represented by David F.
DuMouchel, Butzel Long, George B. Donnini, Butzel Long & W. Todd
Miller, Baker & Miller PLLC.

G.S. Electech, Inc., Defendant, represented by Donald M. Barnes,
Porter Wright Morris & Arthur LLP, John Monica, Jr., Porter Wright
Morris & Arthur LLP, Molly Crabtree, Porter Wright Morris & Arthur
& Salvatore A. Romano, Porter Wright Morris & Arthur LLP.

G.S. Wiring Systems, Inc., Defendant, represented by Donald M.
Barnes, Porter Wright Morris & Arthur LLP, John Monica, Jr.,
Porter Wright Morris & Arthur LLP, Molly Crabtree, Porter Wright
Morris & Arthur & Salvatore A. Romano, Porter Wright Morris &
Arthur LLP.

G.S.W. Manufacturing, Inc., Defendant, represented by Donald M.
Barnes, Porter Wright Morris & Arthur LLP, John Monica, Jr.,
Porter Wright Morris & Arthur LLP, Molly Crabtree, Porter Wright
Morris & Arthur & Salvatore A. Romano, Porter Wright Morris &
Arthur LLP.


LEHMAN BROTHERS: LibertyView Funds Reach Deal to Amend Claims
-------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved an agreement
between Lehman Brothers Holdings Inc. and a group of funds led by
LibertyView Funds L.P.

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

                       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: Court Rejects 6 Claims Totaling $3MM Against LBI
-----------------------------------------------------------------
Judge James Peck of the U.S. Bankruptcy Court for the Southern
District of New York granted the objection of James W. Giddens,
the trustee for the SIPA liquidation of Lehman Brothers Inc., to
claims filed by six creditors against the brokerage.

In a 15-page memorandum decision dated July 11, 2013, the
bankruptcy judge disallowed the claims of Aaron Akman, Grace
Gathungu, Dean Monksfield, Stephen Thomas, Andre Verderame and
Mario Monello, who, together, assert more than $3 million.

The LBI Trustee proposed the disallowance of the claims early
this year on grounds that they were filed after the June 1, 2009
deadline.  The claimants defended their claims, saying they did
not receive a notice of the deadline from the Lehman brokerage.

"The six-month time limitation for filing claims in SIPA cases is
mandatory and must be strictly construed," Judge Peck said.  "It
would be an abuse of discretion for the court to grant the
exceptional relief sought."

"The aim of a SIPA case is not reorganization but the prompt
return of customer property, and that goal, like the goal of
prompt closure and distribution in chapter 7, justifies a strict
six-month time limitation for filing claims against the debtor
broker-dealer, a limitation period that by design may be extended
only in those circumstances that are specified in the SIPA
statute," Judge Peck continued.

A full-text copy of Judge Peck's Decision is available for free
at http://bankrupt.com/misc/LBI_28thOOOPN0711.pdf

                       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: LBI Trustee Objects to Countrywide Class Claims
----------------------------------------------------------------
James W. Giddens, the trustee for the SIPA liquidation of Lehman
Brothers Inc. ask the U.S. Bankruptcy Court for the Southern
District of New York to disallow and expunge the general creditor
claim filed by Thomas DiNapoli and others as "Lead
Plaintiffs" on behalf of a putative class represented by Claim
No. 5528.

The Claimant filed a general creditor proof of claim against the
LBI estate on behalf of a putative class "of all persons who
purchased or otherwise acquired the publicly traded securities of
Countrywide Financial Corporation between March 12, 2004 and
March 7, 2008."  The Claim seeks an unliquidated amount, "for
damages resulting from violations of certain federal securities
laws" arising from LBI's role in the purchase of certain CFC
securities.

The LBI Trustee has determined that there is no legal or factual
justification for the Claim, pointing out that the Claimant has
settled its claims in the CFC Litigation through the June 29,
2010, settlement agreement.  The purpose of the settlement
agreement is stated to be "to fully and finally compromise,
resolve, discharge, release and settle," all claims alleged in
the CFC Litigation for $624 million.  LBI was dropped from the
CFC Litigation due to the automatic stay and the Lead Plaintiffs
and all class members (except for 41 who opted out) released
their CFC claims.

The CFC Litigation is In re: Countrywide Financial Corp. Sec.
Litig., Lead Case No. CV-07-CIV-05295-MRP (MANx) (C.D. Cal.)  Mr.
DiNapoli is the New York State Comptroller.

A hearing on the objection will be held on Aug. 21, 2013, at
10:00 a.m. (Prevailing Eastern Time).  Responses are due July 24.

                       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: Increases Estimate of Cash Levels to $80.6BB
-------------------------------------------------------------
Joseph Checkler writing for Dow Jones' DBR Small Cap reports that
recent settlements have led Lehman Brothers Holdings Inc. to
increase estimates of its cash levels to $80.6 billion, $15.8
billion more than it said at this time last year.

                       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: Files Updated Cash Flow Estimates
--------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports Lehman Brothers Holdings Inc. said cash
from operations for itself and controlled affiliates rose to an
estimated $80.6 billion, more than the defunct firm previously
predicted.

According to the report, the estimate increased about
$15.8 billion from one submitted a year ago to the U.S. Bankruptcy
Court in Manhattan, according to a statement issued July 23.
Lehman attributed the increase to recoveries from completed
settlements, rising asset values and "positive execution results."

                      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: Pensions Don't Get Priority Over Creditors
-----------------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that the U.K. Supreme Court said that about
43,000 former employees with pensions at Lehman Brothers Holdings
Inc. and Nortel Networks Corp. should be treated the same as other
unsecured creditors of the bankrupt firms.

According to the report, the ruling overturned a lower court
verdict that pension holders should get priority over unsecured
creditors in the insolvency cases.  The U.K. pension regulator
sought 125 million pounds ($192 million) from Lehman and 2.1
billion pounds from Nortel to cover shortfalls in their plans.

"There seems no particular sense" in a pension plan's trustees
"having any greater or any lesser priority than the rights of any
other unsecured creditor," Judge David Neuberger said in a ruling
July 24 in London.

The report relates that Lehman Brothers filed the largest
bankruptcy in U.S. history in September 2008, and its U.K. unit is
being liquidated by PricewaterhouseCoopers LLP.  Internet provider
Nortel and affiliates filed for bankruptcy in January 2009.  PwC,
which has a role in both companies' administrations, said in a
statement that the ruling was the "fairest result."  "This is also
a great result for members of pension schemes and in some cases
will make a real difference to their pension in the case of an
administration," Jonathon Land, partner at PwC and adviser to the
trustees of the Nortel Networks UK Pension Trust Ltd., said in the
statement.

The report says that the Supreme Court ruling in favor of the
Lehman and Nortel administrators will help companies, lenders and
insolvency experts, said Devi Shah, a lawyer at Mayer Brown LLP in
London.  Previously, restructuring professionals "had to consider
potentially large pension deficits when assessing the prospects of
companies on the verge of insolvency, making rescue of the
enterprise a risky and uncertain business."

                      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.

                       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.


LIBERTY TIRE: S&P Lowers CCR to 'B-'; Outlook Stable
----------------------------------------------------
Standard & Poor's Rating Services said it lowered its corporate
credit rating on Liberty Tire Recycling Holdco LLC (Liberty) to
'B-' from 'B'.  The outlook is stable.

In addition, S&P lowered the rating on the company's $200 million
senior unsecured notes maturing in October 2016 to 'B-' from 'B'.
The recovery rating, which remains unchanged at '4', indicates
S&P's expectation for average (30% to 50%) recovery in the event
of a payment default.

"Our downgrade on Liberty reflects challenging conditions for
scrap tire collections in parts of Texas and Ontario that have
offset some of its gains from having the Lockport, N.Y. and
Brantford, Ont. processing facilities fully operational," said
Standard & Poor's credit analyst Pranay Sonalkar.

"While we expect operating performance to improve in the second
half of 2013 as a result of cost reductions and productivity
improvements, we forecast funds from operations (FFO) to debt to
be about 8% at year-end 2013, which is below the 10% we had
required for the previous rating.  We project the company will
generate moderate free operating cash flow (FOCF) and use it to
pay down borrowings under the revolving credit facility.  We
currently view liquidity as less than adequate, primarily as a
result of the October 2014 maturity on the revolving credit
facility," S&P added.

The outlook is stable.  In S&P's view, stable sales volume and
lower expenses will help improve Liberty's earnings and cash flow
in the second half of 2013.  S&P believes Liberty will be able to
maintain an FFO to debt of about 8.0%

S&P could lower ratings if the company does not extend the
maturity on its revolving credit facility beyond 2014 by October
2013.  S&P could also lower the rating if an unexpected
deterioration of EBITDA margins resulted in the company's free
operating cash flow turning negative.

Although it is not likely in the next 12 months, S&P may consider
a modest upgrade if Liberty continues to exhibit steady growth in
revenues and profitability while reducing costs, improving its
cash flow generation and improving its debt maturity profile.
This would like be consistent with an FFO to debt ratio of about
10%.


LIFE UNIFORM: Rival to Buy After No Other Bidders Emerge
--------------------------------------------------------
Marie Beaudette writing for Dow Jones' DBR Small Cap reports that
Life Uniform Holding Corp. said it will move forward with its sale
to rival chain Scrubs and Beyond LLC after no other bidders
stepped up to challenge the $22 million bid.

The July 24 auction was cancelled because no other bidders
emerged.

The Debtors negotiated a stalking horse asset purchase agreement
dated May 29, 2013 for sale to Scrubs for $22.6 million, absent
higher and better offers.

A sale hearing is scheduled for July 26, 2013, at 10:00 a.m.
prevailing Eastern Time.

                        About Life Uniform

Life Uniform was founded in 1965 when Angelica Corporation decided
to enter the retail uniform industry.  The first Life Uniform
store opened in 1965 in Clayton, Missouri.  At present, Life
Uniform is the nation's largest independently owned medical
professional supplier.

Sun Uniform LLC acquired Life Uniform in July 2004.  Since the
acquisition by Sun the company addressed sagging profitability and
overhead issues and quickly drove increases in profitability
through a combination of store rationalization and sensible
corporate overhead initiatives.  However, recent performance has
been declining in terms of revenue.  This is due to the company's
liquidity issues, which prevented the company from completing its
e-commerce system upgrade, encourage better pricing from vendors,
and maintain sufficient capital.

Life Uniform Holding Corp., Healthcare Uniform Company, Inc., and
Uniform City National Inc. filed Chapter 11 petitions (Bankr. D.
Del. Case Nos. 13-11391 to 13-11393) on May 29, 2013.  The
petitions were signed by Bryan Graiff, COO, CFO, VP, secretary,
and treasurer.  The lead debtor estimated assets and debts of at
least $10 million.

The company has signed a deal to sell all assets to Scrubs and
Beyond, LLC for $22.625 million, absent higher and better offers
at a court-sanctioned auction in July.

First lien lender CapitalSource Finance LLC is owed on a $11.5
million revolver and $26 million term loan.  CapitalSource is
represented by Brian T. Rice, Esq., at Brown Rudnick LLP; and
Jeffrey C. Wisler, Esq., at Connolly Gallagher LLP.

Sun Uniforms Finance LLC is owed $6.1 million in principal on a
second lien note and holds two additional notes, each in the
original principal of $1.08 million.  Angelica Corp. holds an
unsecured junior subordinate not in the principal amount of $5.48
million.

Klehr Harrison Harvey Branzburg, LLP, serves as the Debtors'
counsel.  Epiq Bankruptcy Solutions acts as the Debtors' claims
and noticing agent.  The Debtors' financial advisor is Capstone
Advisory Group, LLC.


LIGHTSQUARED INC: Lenders Propose Plan Based on LBAC's $2.2B Bid
----------------------------------------------------------------
A group of LightSquared's lenders filed Tuesday a Chapter 11
reorganization plan based largely on a $2.2 billion offer from
Dish Network Corp.'s subsidiary.

The lenders' proposed plan is a joint plan for LightSquared LP,
ATC Technologies LLC, LightSquared Inc. of Virginia, LightSquared
Corp., LightSquared Subsidiary LLC, Sky Terra Holdings (Canada)
Inc., SkyTerra (Canada) Inc., LightSquared Finance Co.,
LightSquared Network LLC and LightSquared Bermuda Ltd.

LightSquared Inc., the holding company largely owned by Phil
Falcone and his Harbinger Capital Partners hedge fund, is not
included in the offer.

The plan proposes to sell substantially all of LightSquared's so-
called "LP" assets at auction, with L-Band Acquisition Corp.'s
offer serving as the lead bid.

The $2.2 billion bid from L-Band would pay in full those holding
LightSquared's $1.7 billion secured bank loan.  Holders of $235.6
in LightSquared LP's preferred shares would receive little or
nothing, according to the proposed plan.

Meanwhile, each holder of general unsecured claims against the LP
units would receive a pro rata share of the total amount that
would be allocated for payment of those claims.  The plan proposes
to allocate $10 million to pay general unsecured claims estimated
at $7.6 million.

Under the plan, a distribution account will be established.  Cash
proceeds from the sale of the LP assets will be transferred to and
vested in the distribution account.

Full-text copies of the proposed Chapter 11 plan and the outline
of the plan are available for free at:

   http://bankrupt.com/misc/LightSquared_Plan072313.pdf
   http://bankrupt.com/misc/LightSquared_DS072313.pdf

The lenders sponsoring the plan include Capital Research and
Management Co., Cyrus Capital Partners L.P., Intermarket Corp.,
UBS AG, and SP Special Opportunities LLC, a fund owned by Dish
Network Chairman Charlie Ergen.  The group owns $1.3 billion of
the $1.7 billion secured bank loan.

The group's filing came after LightSquared lost its exclusive
right to control its reorganization on July 15.

                        Judge Chapman

Joseph Checkler, writing for the Wall Street Journal, reported
that U.S. Bankruptcy Judge Shelley Chapman was disappointed when
lawyers for the lenders presented the plan without informing her
in advance that they would do so.

"The level of my voice is not reflective of the level of my
frustration," the news agency quoted Judge Chapman as saying
during the hearing held on Tuesday to consider a timeline for
LightSquared to receive proposals.

The group's lawyers apologized for the timing of the filing but
said their negotiations on the proposal didn't start until after a
hearing last week, according to the report.

At the hearing, Judge Chapman approved a timeline that requires
competing bids by the end of the day on December 6 and sets a
hearing to confirm a final plan to begin December 10, according to
a July 23 report by Tiffany Kary of Bloomberg News.

Mr. Ergen, Dish Network's chairman, initially made a $2 billion
offer for LightSquared in the spring.  LightSquared didn't
negotiate with Mr. Ergen after his bid in the spring, presumably
because Mr. Falcone hopes to keep control of the company, The
Journal reported.

                      About LightSquared Inc.

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

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

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

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


LIGHTSQUARED INC: Lenders Propose Reorganization Plan
-----------------------------------------------------
Michael Bathon, substituting for Bloomberg News bankruptcy
columnist Bill Rochelle, reports that a group of lenders to Philip
A. Falcone's LightSquared Inc. proposed a reorganization plan for
the company, saying its LP unit should be sold at auction with a
lead offer from an entity owned by Dish Network Corp.

According to the report, L-Band Acquisition LLC, wholly owned by
Dish, raised its offer for LightSquared's assets to $2.2 billion
by adding $220 million in cash under certain conditions, Tom
Lauria, a lawyer for the lenders, said July 23 in U.S. Bankruptcy
Court in Manhattan.  LightSquared has refused to meet with L-Band.
U.S. Bankruptcy Judge Shelley Chapman approved a timeline that
requires competing bids by Dec. 6 and sets a hearing to confirm a
final plan to begin Dec. 10.

The report notes that LightSquared had said it expected competing
proposals to reorganize its assets.  The broadband-network
services provider lost the exclusive right to control its
reorganization July 15.

The lender group, which owns debt in the LP unit, includes Capital
Research & Management Co., Cyrus Capital Partners LP, Intermarket
Corp., UBS AG and SP Special Opportunities LLC, a fund owned by
Dish Chairman Charlie Ergen.  Their plan would split the LP unit
from LightSquared's Inc. unit.

The report discloses that Rachel Strickland, a lawyer for SP
Special and L-Band, told Judge Chapman that LightSquared has
refused to meet with its potential acquirer, even though a "bag of
$2 billion in cash" has been sitting at its doorstep for more than
45 days.  Falcone's Harbinger Capital Partners LLC is "trying
desperately" to keep ownership of LightSquared in the face of
debt-buying by SP Special, at the expense of creditors, lenders
have said.  The Ergen fund joined the lender group on June 13.

                      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.


LORD & TAYLOR: S&P Lowers CCR to 'B'; Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on New York City-based Lord & Taylor Holdings LLC to
'B' from 'B+'.  The outlook is stable.  The downgrade reflects
S&P's opinion that credit protection measures will not strengthen
meaningfully from current levels.  It also incorporates S&P's view
that performance gains will be minimal given a more difficult
consumer environment.  S&P anticipates some recovery in the fourth
quarter because of easier period-over-period comparisons as the
company's operations were negatively affected by Superstorm Sandy
last year.  However, S&P do not believe it will be sufficient to
reduce leverage below the mid-6x area.  Concurrently, S&P withdrew
its issue-level and recovery ratings on the term loan B since it
has been repaid in full.

"The ratings on Lord & Taylor reflect our assessment that its
financial risk profile is "highly leveraged" because of the
substantial amount of debt and forecasted thin cash flow
protection measures," said credit analyst David Kuntz.  "Our
assessment of the company's "weak" business risk profile
incorporates our view of its participation in the highly
competitive department store industry, its geographic
concentration, and its relatively small size compared with its
peers."

The stable outlook reflects S&P's expectation that credit metrics
will remain relatively stable over the next year despite its
forecast for reduced consumer spending and an increasingly
promotional environment.  S&P believes there could be some
positive gains in fourth-quarter 2013 and first-quarter 2014 given
the easier comparables following Superstorm Sandy and the late
arrival of spring temperatures in the northeast this year.

S&P could raise the rating if Lord & Taylor can strengthen
performance ahead of its expectations.  The company would
demonstrate strong same-store sales, a meaningful increase in full
price sales, and good cost controls.  Under this scenario, same-
store sales would be in the mid- to upper-single digits and
margins would be about 100 basis points (bps) ahead of S&P's
expectations.  This would result in leverage under 5.0x.

S&P could lower the rating if merchandise missteps or a further
weakening of consumer spending results in moderately negative
same-store sales and margins erode further because of substantial
markdowns.  Under this scenario, sales would be in the negative
mid-single digits and margins would fall by about 50 bps.  At that
ime, leverage would increase to above 7.5x and interest coverage
would decline to the mid-1x area.


MAXCOM TELECOMUNICACIONES: Files Plan Backed by Ventura Capital
---------------------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that Maxcom Telecomunicaciones SAB, a
Mexico City-based phone company, filed bankruptcy with a plan
backed by Ventura Capital Privado SA in hopes of emerging in less
than two months.

According to the report, Maxcom was unable to get the required
support from noteholders to restructure out of court.

Maxcom requested a Sept. 10 hearing to seek court approval for its
plan to exit bankruptcy, according to court documents.  The plan
was supported by more than 98 percent of the holders of the
company's $200 million in 11 percent senior secured bonds who
voted on it before the bankruptcy filing.  Under the proposal, all
creditors except the senior noteholders will be paid in full,
according to court documents.  Ventura Capital agreed to make a
$45 million capital infusion and offered to buy outstanding shares
for 2.90 pesos each.  Senior noteholders would get $200 million in
new notes with reduced interest and extended maturities, according
to the statement.  They will also have the right to buy equity
that isn't subscribed in the offering, worth as much as 15 percent
of the value of their notes.

The report discloses the company said liquidity constraints
prevented it from spending capital upgrading and expanding its
network to keep pace with advances in technology.  Maxcom said it
was also hurt by a transition to mobile phones from landlines.

                          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.

Maxcom sought bankruptcy protection (Bankr. D. Del. Case No. 13-
bk-11839) in Wilmington, Delaware, on July 23, 2013.

Maxcom listed $11.1 billion in assets and $402.3 million in debt.
The company had assets valued at 4.98 billion pesos ($394 million)
in the quarter ended March 31, according to an April 26 regulatory
filing.  The company reached a restructuring agreement with
Ventura Capital, a group holding about $86 million, or 48.7
percent, of the senior notes and about 44 percent of its equity
holders, court papers show.

Ventura Capital Privado, S.A. de C.V., is represented in the case
by G. Alexander Bongartz, Esq., Luc A. Despins, Esq., and Marc J.
Carmel, Esq., at Paul Hastings LLP; and Morris Nichols Arsht &
Tunnel LLP's Robert J. Dehney, Esq., and Daniel B. Butz, Esq.


METAVATION LLC: Revstone Unit Seeks Bankruptcy to Sell Assets
-------------------------------------------------------------
Metavation LLC, a unit of bankrupt auto-parts maker Revstone
Industries LLC, sought bankruptcy protection from creditors
(Bankr. D. Del. Case No. 13-11831) to ease a sale of its assets.

Michael Bathon, substituting for Bloomberg News bankruptcy
columnist Bill Rochelle, reports the company, based in Southfield,
Michigan, listed as much as $50 million in both assets and debt in
Chapter 11 documents filed July 22 in U.S. Bankruptcy Court in
Wilmington, Delaware.

According to the report, Revstone is seeking to sell the
Metavation assets for about $25.1 million after reaching an
agreement with a unit of Mark IV LLC to serve as the stalking-
horse, or initial, bidder, according to court filings.  The offer
would be tested at a bankruptcy auction should it receive any
competing bids, which would have to be $1.5 million higher than
the initial offer.

"Metavation has determined that an expedited process for the sale
of its assets to the stalking horse bidder or to another
successful bidder, while the business is still operating as a
going concern, will maximize the return to creditors," lawyers for
the company said in court documents.

The report notes that the company said in court papers that it
needs to have procedures to govern the auction approved within 16
days of Metavation's bankruptcy filing.  A hearing to approve the
sale would have to be scheduled within 16 days of the bidding
procedures being approved.

Metavation manufactures precision-machined components and
assemblies, including engine components and driveline products for
the automotive industry, according to court documents.

The report discloses that the auto-parts maker, founded as
Hillsdale Tool & Manufacturing in 1940, counts General Motors Co.
and Chrysler Group LLC as customers.

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

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

A motion for joint administration of the cases has been filed.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.


MF GLOBAL: Corzine Asks Judge to Dismiss Trustee Freeh's Suit
-------------------------------------------------------------
Michael Bathon, substituting for Bloomberg News bankruptcy
columnist Bill Rochelle, reports that Jon Corzine, the former head
of MF Global Holdings Ltd., said a lawsuit brought by the firm's
trustee should be dismissed because he can't be sued for what
turned out to be a failed business strategy.

According to the report, the trustee, Louis Freeh, sued
Mr. Corzine and senior executives Bradley Abelow and Henri
Steenkamp in April, accusing them of failing to oversee the
futures broker, leading to its bankruptcy.  Lawyers for the
defendants countered in court papers filed July 22 in U.S.
Bankruptcy Court in Manhattan that they "were at all times working
to transform MF Global into a profitable business."

The report notes that the Freeh lawsuit is based on hindsight and
can't overcome the presumption that corporate officers in making
business decisions act on an informed basis and in good faith, the
defendants said in their court filing.  The parent company of
brokerage MF Global Inc. filed for bankruptcy in October 2011
after a wrong-way $6.3 billion trade on bonds of some of Europe's
most-indebted nations.

The report discloses that a report by Mr. Freeh blamed Mr. Corzine
and his management team for bungling an expansion of the company's
traditional business model while ignoring deficiencies in its risk
controls.  Mr. Corzine, a Democrat and former governor and senator
from New Jersey, once served as co-chairman of Goldman Sachs Group
Inc.  He was sued in June by the Commodity Futures Trading
Commission, which accused him of failing to supervise employees.

The case is Freeh v. Corzine, 13-01333, U.S. Bankruptcy Court,
Southern District of New York (Manhattan).

                          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.


MI PUEBLO: Hispanic Grocery Store Chain Files Bankruptcy
--------------------------------------------------------
Mi Pueblo San Jose Inc., the operator of 21 grocery stores serving
the Hispanic community, sought court protection (Bankr. N.D. Cal.
Case No. 13-53893) due to a dispute with its lender Wells Fargo
Bank NA.

Michael Bathon, substituting for Bloomberg News bankruptcy
columnist Bill Rochelle, reports that the company, based in San
Jose, California, estimated both debt and assets of as much as
$50 million in Chapter 11 documents filed July 22 in U.S.
Bankruptcy Court in its home town.  An affiliate, Cha Cha
Enterprises LLC, also sought court protection listing the same
amount in debt and assets.

The report notes that the grocer said in court filings it hasn't
defaulted on any of its obligations to Wells Fargo but has missed
a covenant related to profitability ratios due to higher payroll
expenses.  Wells Fargo is owed $19.6 million in secured debt, on a
revolving loan, a term loan and letters of credit, court papers
show.  Vendors are owed about $10.8 million.

The report discloses that Mi Pueblo, founded as a single store in
1991 by immigrant Juvenal Chavez, has become "the fastest-growing
independent supermarket chain in Northern California," according
to court documents.  The grocer has 15 stores in the Bay area,
three in the Central Coast and three in Central Valley areas.  Mi
Pueblo offers bilingual employees in its stores and imports
recognized brands from Mexico, Central and South America.  The
supermarket chain had more than 3,200 employees and over
$413 million in sales in 2012, court papers show.


MICHAELS STORES: Moody's Rates New $700MM PIK Toggle Notes Caa1
---------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Michaels FinCo
Holdings, LLC proposed offering of $700 million senior unsecured
PIK Toggle notes. The rating outlook was revised to stable from
positive. Moody's also upgraded the rating assigned to Michael's
Stores' senior secured term loan due 2020 to Ba3 from B1. All
other ratings, including the B2 Corporate Family Rating, were
affirmed. The rating assigned is subject to receipt and review of
final documentation. Should the transaction close substantially on
the terms and conditions outlined the Corporate Family and
Probability of Default Ratings will be moved to Michaels Holdings
from Michaels Stores, Inc.

The revision in the rating outlook to stable from positive
reflects the sizable increase in debt following this offering. In
view of the increase in debt and shift toward a more aggressive
financial policy, Moody's does not anticipate an upgrade is now
likely.

Proceeds from the new note offering will be used to fund a
distribution to Michaels Holdings' current owners. The Caa1 rating
assigned to the Michaels Holdings notes reflect that they are an
obligation of the newly-formed holding company and will not be
guaranteed by Michaels Stores Inc. (a wholly owned subsidiary of
Michaels Holdings and the principal operating company). These
notes thus rank junior to the significant amount of debt and non-
debt liabilities of Michaels Stores Inc.

The following ratings were affirmed, and LGD assessments amended:

Michaels Stores, Inc.

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

  $1.0 billion senior unsecured notes due 2018 at B3 (LGD 4, 67%
  from LGD 5, 77%)

  $256 million senior subordinated notes due 2016 at Caa1 (LGD 5,
  86% from LGD 6, 94%)

  Speculative Grade Liquidity rating at SGL-2

The following rating was upgraded:

  $1.64 billion senior secured term loan due 2020 to Ba3 (LGD 2,
  26%) from B1 (LGD 3, 33%)

The following rating was assigned:

Michaels FinCo Holdings, LLC/Michaels FinCo, Inc.

  $700 million senior unsecured PIK Toggle notes due 2018 at Caa1
  (LGD 6, 93%)

Ratings Rationale:

Michaels' B2 Corporate Family Rating reflects the company's high
leverage with debt/EBITDA in the low six times range and interest
coverage near two times following this transaction. The rating
reflects the company's owner's aggressive financial policies,
evidenced by this debt financed distribution. Michaels has a
strong market position in the arts and craft segments, as
evidenced in its high operating margins and a track record of
driving higher sales. While the arts and craft segment has
generally stable demand, the company does participate in some
segments, such as seasonal decor and custom framing that are more
sensitive to economic conditions. The rating also takes into
consideration the company's good liquidity position, with no near
dated debt maturities, no financial maintenance covenants in its
debt arrangements and access to a sizable asset-based revolver to
fund seasonal working capital requirements.

The stable rating outlook reflects Moody's expectations that the
company will maintain modest growth in revenues and sustain its
high operating margins, reflecting its leadership position in the
arts and craft segment. The stable outlook also reflects the
aggressive financial policies of its current owners, reflected in
the proposed debt financed dividend.

Ratings could be upgraded over time if Michaels Holdings continues
to generate positive revenue growth and operating margins are
sustained in the low teens. Quantitatively, ratings could be
upgraded if the company made a sustained commitment to reduce
leverage with debt/EBITDA sustained below 5.25 times and
EBITA/interest expense was sustained above 2.25 times while
maintaining good overall liquidity.

Ratings could be lowered if the company were to see a sustained
reversal of recent positive trends in sales or if operating
margins were to erode, indicating that the company's competitive
profile was weakening. Ratings could also be lowered if the
company's financial policies became more aggressive.
Quantitatively, ratings could be lowered if debt/EBITDA was above
6.5 times.

Michaels Stores, Inc., a wholly owned subsidiary of Michaels FinCo
Holdings, LLC is the largest dedicated arts and crafts specialty
retailer in North America. The company operated 1,173 Michaels
stores in 49 states and Canada and 122 Aaron Brothers stores as of
May 4, 2013. The company primarily sells general and children's
crafts, home decor and seasonal items, framing and scrapbooking
products. Total sales are in excess of $4.4 billion. The company
is controlled by affiliates of Bain Capital Partners, LLC and The
Blackstone Group, L.P. who acquired Michaels in 2006.

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.


MICHAELS STORES: S&P Rates New $700MM Sr. Unsecured PIK Notes CCC+
------------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Irving, Texas-based arts and crafts retailer Michaels Stores Inc.
to stable from positive.  S&P affirmed its ratings on Michaels
Stores, including the 'B' corporate credit rating.

In addition, S&P is assigning its 'B' corporate credit rating to
Michaels FinCo Holdings LLC and Michaels FinCo Inc.

At the same time, S&P assigned a 'CCC+' issue-level rating to the
company's proposed $700 million senior unsecured PIK notes due
2018.  The recovery rating is '6', indicating S&P's expectation of
negligible (0% to 10%) recovery for noteholders in the event of a
payment default.

The company plans to use proceeds from the debt transaction to
fund a dividend to its financial sponsors, Bain Capital and The
Blackstone Group, Highfields and internal equity holders.

"The outlook revision reflects our view that the company's credit
protection measures will moderately weaken following the proposed
debt issuance," said credit analyst Kristina Koltunicki.  "We
expect financial ratios to remain indicative of a highly leveraged
profile absent the pay down of debt or a substantial improvement
to operating performance over the next year."

The stable outlook on Michaels Stores Inc. reflects S&P's view
that the proposed debt issuance will impede any meaningful
improvement to the company's financial risk profile over the next
12 months, despite S&P's forecast for modest operating performance
improvements.

S&P could raise its ratings if ratios reach levels indicative of
an aggressive financial risk profile, including leverage below 5x
on a sustained basis.  Based on first-quarter fiscal 2013 results,
pro-forma for the proposed transaction, debt reduction of more
than $1 billion or EBITDA growth exceeding 25% is necessary for
leverage to decline below 5x.

S&P could lower the rating if operating performance stalls, likely
from poor holiday season results, which could cause leverage to
increase to about 7x.  Under this scenario, gross margins would
deteriorate by approximately 230 basis points and comparable-store
sales would be flat over the next 12 months.


MOBILESMITH INC: Sells $200,000 Additional Convertible Note
-----------------------------------------------------------
Pursuant to the Amended and Restated Motors Liquidation Company
GUC Trust Agreement dated as of June 11, 2012, as amended,
Wilmington Trust Company, acting solely in its capacity as trust
administrator and trustee of the Motors Liquidation Company GUC
Trust, is required to file certain GUC Trust Reports with the
Bankruptcy Court for the Southern District of New York.  In
addition, pursuant to that certain Bankruptcy Court Order
Authorizing the GUC Trust Administrator to Liquidate New GM
Securities for the Purpose of Funding Fees, Costs and Expenses of
the GUC Trust and the Avoidance Action Trust, dated March 8, 2012,
the GUC Trust Administrator is required to file certain quarterly
variance reports.

The GUC Trust Administrator on July 22, 2013, filed the GUC Trust
Report required by Section 6.2(c) of the GUC Trust Agreement
together with the Budget Variance Report, each for the quarter
ended June 30, 2013.  In addition, the Motors Liquidation Company
GUC Trust announced that no distribution in respect of its Units
is anticipated for the fiscal quarter ended June 30, 2013.

A copy of the GUC Trust Report is available for free at:

                        http://is.gd/0eJYhh

                     About Motors Liquidation

General Motors Corporation and three of its affiliates filed for
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on
June 1, 2009.  The Honorable Robert E. Gerber presides over the
Chapter 11 cases.  Harvey R. Miller, Esq., Stephen Karotkin,
Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges
LLP, assist the Debtors in their restructuring efforts.  Al Koch
at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as
the Chief Executive Officer for Motors Liquidation Company.  GM
is also represented by Jenner & Block LLP and Honigman Miller
Schwartz and Cohn LLP as counsel.  Cravath, Swaine, & Moore LLP
is providing legal advice to the GM Board of Directors.  GM's
financial advisors are Morgan Stanley, Evercore Partners and the
Blackstone Group LLP.  Garden City Group is the claims and notice
agent of the Debtors.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Unsecured
Creditors Holding Asbestos-Related Claims.  Lawyers at Kramer
Levin Naftalis & Frankel LLP served as bankruptcy counsel to the
Creditors Committee.  Attorneys at Butzel Long served as counsel
on supplier contract matters.  FTI Consulting Inc. served as
financial advisors to the Creditors Committee.  Elihu Inselbuch,
Esq., at Caplin & Drysdale, Chartered, represented the Asbestos
Committee.  Legal Analysis Systems, Inc., served as asbestos
valuation analyst.

The Bankruptcy Court entered an order confirming the Debtors'
Second Amended Joint Chapter 11 Plan on March 29, 2011.  The Plan
was declared effect on March 31.

On Dec. 15, 2011, Motors Liquidation Company was dissolved.  On
the Dissolution Date, pursuant to the Plan and the Motors
Liquidation Company GUC Trust Agreement, dated March 30, 2011,
between the parties thereto, the trust administrator and trustee
-- GUC Trust Administrator -- of the Motors Liquidation Company
GUC Trust, assumed responsibility for the affairs of and certain
claims against MLC and its debtor subsidiaries that were not
concluded prior to the Dissolution Date.


MOTORS LIQUIDATION: No Units Distribution for June 30 Quarter
-------------------------------------------------------------
MobileSmith, Inc., sold an additional convertible secured
subordinated note due Nov. 14, 2016, amounting to $200,000 to a
current noteholder upon substantially the same terms and
conditions as the Company's previously issued notes.

The Company is obligated to pay interest on the New Note at an
annualized rate of 8 percent payable in quarterly installments
commencing Oct. 22, 2013.  As with the existing notes, the Company
is not permitted to prepay the New Note without approval of the
holders of at least a majority of the aggregate principal amount
of the Notes then outstanding.

The Company plans to use the proceeds to meet ongoing working
capital and capital spending requirements.

                         About MobileSmith

MobileSmith, Inc., formerly Smart Online, Inc., develops and
markets a ranges of mobile application software products and
services that are delivered via a Software-as-a-Service (SaaS),
model.  The Company also provides Website and mobile consulting
services to businesses and not-for-profit organizations.  Its
principal products and services include SaaS applications for
business management, Web marketing, and e-commerce; Software
business tools that assist customers in developing written
content; Services that are designed to complement its product
offerings and allows it to create custom business solutions that
fit its end users' and channel partners' needs; Services that
assist not-for-profit organizations in their fundraising efforts,
and Mobile phone applications used to provide specialized
communications and e-commerce opportunities for businesses and
not-for-profit organizations.

Smart Online disclosed a net loss of $4.39 million in 2012, as
compared with a net loss of $3.54 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $1.24 million in total
assets, $29.82 million in total liabilities, and a $28.57 million
total stockholders' deficit.

Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has a working capital deficiency as of Dec. 31, 2012, which
conditions raise substantial doubt about the Company's ability to
continue as a going concern.


MOUNTAIN PROVINCE: Gahcho Kue Receives MVEIRB Approval
------------------------------------------------------
De Beers Canada and Mountain Province Diamonds said that the
Mackenzie Valley Environmental Impact Review Board (MVEIRB) has
concluded the Gahcho Kue Environmental Impact Assessment and has
recommended approval of the proposed Gahcho Kue diamond mine
subject to measures and follow-up programs.

In a July 19, 2013, letter to the Minister of Aboriginal Affairs
and Northern Development Canada, the Honourable Bernard Valcourt,
the MVEIRB stated: "The Gahcho Kue Panel recommends, pursuant to
sub-section 134(2) of the Mackenzie Valley Resource Management
Act, that this development be allowed to proceed subject to
implementation of the measures and follow-up programs described in
this Report which are necessary to prevent potentially significant
adverse impacts on the environment."  A full copy of the Report of
Environmental Impact Review and Reasons for Decision is available
at http://www.reviewboard.ca/

Glen Koropchuk, De Beers Canada chief operating officer, stated:
"We are pleased to receive the Report of Environmental Impact
Review and Reasons for Decision by the Mackenzie Valley
Environmental Impact Review Board on the proposed Gahcho Ku‚
diamond mine.  This represents an important step forward for the
proposed new diamond mine.  We are reviewing the Report to better
understand the implications of the measures and follow-up programs
recommended by MVEIRB.  We look forward to proceeding to the next
stages in the regulatory approval process.

"We want to thank the Panel and staff of the MVEIRB for
considering all of the evidence in preparing the Report.  We also
appreciate the continued participation by Aboriginal parties and
other community and regulatory stakeholders as the Gahcho Ku‚
Project moves ahead."

Patrick Evans, Mountain Province Diamonds President and CEO,
added: "The Gahcho Kue joint venture has successfully demonstrated
to the Review Board that the Gahcho Kue diamond mine can be
successfully constructed and operated.  Completion of the
environmental review is a significant milestone".

The Gahcho Kue Project is a joint venture between De Beers (51
percent) and Mountain Province Diamonds (49 percent).  Located at
Kennady Lake, 280 km northeast of Yellowknife, the Gahcho Ku‚
Project will recover an average of 4.5 million carats of diamonds
annually over an 11 year life of mine.  The Gahcho Kue diamond
mine will employ up to 700 people during construction and between
360 and 380 during operations.

                      About Mountain Province

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

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

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


MSR RESORT: Trades Jabs with Five Mile Over IP Assets From Sale
---------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that attorneys for
MSR Hotels & Resorts Inc. and alternative investment fund Five
Mile Capital Partners LLC took turns attacking each other with
respect to some intellectual property assets that Five Mile says
were mismanaged in a $1.5 billion sale earlier this year.

According to the report, the lawsuit was originally filed as a
derivative action in New York state court accusing executives of
Paulson & Co., which owns the real estate investment trust, of
failing to charge Government of Singapore Investment Corp., which
purchased most of MSR's hotel assets.

                          About MSR Hotels

MSR Hotels & Resorts, Inc., returned to Chapter 11 by filing a
voluntary bankruptcy petition (Bankr. S.D.N.Y. Case No. 13-11512)
on May 8, 2013 in Manhattan.  MSR Hotels & Resorts, formerly known
as CNL Hospitality Properties, Inc., and as CNL Hotels & Resorts,
Inc., listed $500,001 to $1 million in assets, and $50 million to
$100 million in liabilities in its petition.

Paul M. Basta, Esq., at Kirkland & Ellis, LLP, represents the
Debtor.

MSR Resorts sought Chapter 11 bankruptcy to thwart a lawsuit by
lender Five Mile Capital Partners that claims it is owed tens of
millions of dollars related to the recent sale of several luxury
resorts.  MSR Hotels will seek to sell its remaining assets and
wind down.

MSR Hotels, formerly known as CNL Hotels & Resorts Inc., owned a
portfolio of eight luxury hotels with over 5,500 guest rooms.  On
Jan. 28, 2011, CNL-AB LLC acquired the equity interests in the
portfolio through a foreclosure proceeding.  CNL-AB LLC is a joint
venture consisting of affiliates of Paulson & Co. Inc., a joint
venture affiliated with Winthrop Realty Trust, and affiliates of
Capital Trust, Inc.

Morgan Stanley's CNL Hotels & Resorts Inc. owned the resorts
before the Jan. 28 foreclosure.

Following the acquisition, five of the resorts with mortgage debt
scheduled to mature on Feb. 1, 2011, were sent to Chapter 11
bankruptcy by the Paulson and Winthrop joint venture affiliates.
Then known as MSR Resort Golf Course LLC, the company and its
affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 11-10372) in Manhattan on Feb. 1, 2011.  The resorts
subject to the 2011 filings were Grand Wailea Resort and Spa,
Arizona Biltmore Resort and Spa, La Quinta Resort and Club and PGA
West, Doral Golf Resort and Spa, and Claremont Resort and Spa.

In the 2011 petitions, the five resorts had $2.2 billion in assets
and $1.9 billion in debt as of Nov. 30, 2010.  In its 2011
schedules, MSR Resort disclosed $59,399,666 in total assets and
$1,013,213,968 in total liabilities.

In the 2011 bankruptcy, James H.M. Sprayregen, P.C., Esq., Paul M.
Basta, Esq., Edward O. Sassower, Esq., and Chad J. Husnick, Esq.,
at Kirkland & Ellis, LLP, served as the Debtors' bankruptcy
counsel.  Houlihan Lokey Capital, Inc., acted as the Debtors'
financial advisor.  Kurtzman Carson Consultants LLC acted as the
Debtors' claims agent.

The Official Committee of Unsecured Creditors in the 2011 case was
represented by Martin G. Bunin, Esq., and Craig E. Freeman, Esq.,
at Alston & Bird LLP, in New York.

In March 2012, the Debtors won Court approval to sell the Doral
Golf Resort to Trump Endeavor 12 LLC, an affiliate of Donald
Trump's Trump Organization LLC, for $150 million.  An auction was
held in February that year but no other bids were received.

The 2011 Debtors won approval of a bankruptcy-exit plan in
February this year.  That plan was predicated on the sale of the
remaining four resorts by the Government of Singapore Investment
Corp. -- the world's eighth-largest sovereign wealth fund,
according to the Sovereign Wealth Fund Institute -- for $1.5
billion.

U.S. Bankruptcy Judge Sean Lane, who oversaw the 2011 cases,
overruled Plan objections by the U.S. Internal Revenue Service and
investor Five Mile.  The IRS and Five Mile alleged that the sale
created a tax liability of as much as $331 million that may not be
paid.

Bloomberg News reported that the exit plan provides for repayment
of 96% of secured debt and 100% of general unsecured debt.  Five
Mile stood to lose about $58 million, including investments by
pension funds and other parties, David Friedman, Esq., a lawyer
for Five Mile, said during the Plan approval hearing, according to
Bloomberg.

That Plan was declared effective on Feb. 28, 2013.

On April 9, 2013, Five Mile sued Paulson & Co. executives and MSR
Hotels in New York state court, alleging they (i) mishandled the
company's intellectual property and other assets in a bankruptcy
sale, and failed to get the best price for the assets, and (ii)
owe Five Mile $58.7 million on a loan.  According to a Reuters
report, Five Mile seeks $58.7 million representing sums owed,
including interest and costs, plus at least $100 million for
breach of fiduciary duty, gross negligence and corporate waste.


NASH FINCH: S&P Revises Outlook to Positive & Affirms 'B+' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
the Minneapolis-based Nash Finch Co. to positive from stable and
affirmed the 'B+' corporate credit rating.

"The outlook revision comes after Nash Finch announced a
definitive agreement to merge with Spartan Stores Inc. in an all-
stock transaction.  The transaction will be financed with no
additional debt and Nash Finch shareholders will receive 1.2
shares of Spartan stock," said credit analyst Charles Pinson-Rose.
"Currently, Nash Finch's adjusted leverage is 4.5x and funds from
operations (FFO)/debt is about 15.0%.  Spartan has roughly the
same EBITDA base and leverage of 2.3x and FFO/debt of 36.5%.  On a
pro forma basis, we expect leverage to be about 3.3x and FFO/debt
to be near 25%.  This marks a considerable improvement, and credit
metrics could improve further as the combined company realizes
potential cost saving opportunities.  However, both companies face
a difficult industry environment, as discounters and
nontraditional food retailers enter the food retail industry,
which could strain sales and profits in both the retail and
distribution operations and counteract the cost saving
opportunities," S&P added.

"The outlook is positive and incorporates the possibility that the
combined company could have materially better credit protection
measures.  We expect pro-forma leverage to be approximately 3.3x,
but we believe that there could be profit pressures at Nash Finch
over the near term.  If the operating trends stabilize and we
expect the combined company to maintain leverage below 3.6x, we
may consider a higher rating following the completion of the
merger transaction.  This means that we would not forecast the
combined company's EBITDA to be lower than $190 million -- roughly
9% lower than current pro-forma EBITDA levels.  As part of the
review for an upgrade, we would also want to assess the combined
company's business risk profile and its profit growth prospects.
However, given the nature of industry, we currently do not expect
to revise the weak business risk assessment.  Conversely, we would
likely revise the outlook to stable if performance continues to
decline at Nash Finch and operating trends worsen at Spartan over
the next couple of quarters, and we did not believe the combined
company would maintain EBITDA above $190 million," S&P noted.


NATIONWIDE INSURANCE: A.M. Best Hikes Finc'l Strength Rating to B
-----------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B
(Fair) from B- (Fair) and issuer credit rating to "bb" from "bb-"
of Nationwide Insurance Company of Florida (NICOF) (Columbus, OH).
The outlook for both ratings has been revised to stable from
positive.

The rating upgrades reflect NICOF's improved level of risk-
adjusted capitalization (when stress tested) as a result of its
previous coastal reduction initiatives and improved operating
results over the last couple of years. The ratings also continue
to consider the risk inherent in NICOF's remaining, smaller
property book of business in Florida.

Regarding future rating movement for NICOF, if underwriting
performance can improve and stabilize, with projections on
operating performance being met or exceeded, A.M. Best would again
consider upward rating movement. Conversely, an active and severe
hurricane season could lead to downward pressure on the company's
ratings.


NEXT 1 INTERACTIVE: Incurs $1.4 Million Net Loss in May 31 Qtr.
---------------------------------------------------------------
Next 1 Interactive, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $1.40 million on $495,441 of total revenues for the
three months ended May 31, 2013, as compared with a net loss of
$714,913 on $168,396 of total revenues for the same period during
the prior year.

As of May 31, 2013, the Company had $4.32 million in total assets,
$13.06 million in total liabilities and a $8.74 million total
stockholders' deficit.

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

                        http://is.gd/LBVfJw

                Amends Certificate of Designation

The Company filed a Certificate of Amendment to the Certificate of
Designations with the Nevada Secretary of State to amend and
restate the Certificate of Designations of the Company's Series A
10 percent Cumulative Convertible Preferred Stock, $0.01 par value
per share.

The Series A Amendment amends and restates the voting powers,
designations, preferences, limitations restrictions and relative
rights of the Series A Preferred Stock to clarify the conversion
price and to grant to a holder of the Series A Preferred Stock the
option to elect to convert all or any part of that holder's shares
of Series A Preferred Stock into shares of the Company's Series C
Convertible Preferred Stock, par value $0.00001 per share, at a
conversion rate of five shares of Series A Preferred Stock for
every one share of Series C Preferred Stock.

A copy of the Amendment is available for free at:

                        http://is.gd/6HqXgc

                      About Next 1 Interactive

Weston, Fla.-based Next 1 Interactive, Inc., is the parent company
of RRTV Network (formerly Resort & Residence TV), Next Trip -- its
travel division, and Next One Realty -- its real estate division.
The Company is positioning itself to emerge as a multi revenue
stream "Next Generation" media-company, representing the
convergence of TV, mobile devices and the Internet by providing
multiple platform dynamics for interactivity on TV, Video On
Demand (VOD) and web solutions.  The Company has worked with
multiple distributors beta testing its platforms as part of its
roll out of TV programming and VOD Networks.  The list of multi-
system operators the Company has worked with includes Comcast,
Cox, Time Warner and Direct TV.  At present the Company operates
the Home Tour Network through its minority owned/joint venture
real estate partner -- RealBiz Media.  As of July 17, 2012, the
Home Tour Network features over 4,300 home listings in four cities
on the Cox Communications network.

Next 1 Interactive disclosed a net loss attributable to the
Company of $4.19 million on $987,115 of total revenues for the
year ended Feb. 28, 2013, as compared with a net loss attributable
to the Company of $13.65 million on $1.29 million of total
revenues for the year ended Feb. 29, 2012.

D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Feb. 28, 2013.  The independent auditors noted
that the Company has incurred losses of $4,233,102 for the year
ended Feb. 28, 2013, and the Company had an accumulated deficit of
$71,193,862 and a working capital deficit of $13,371,094 at
Feb. 28, 2013.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

                         Bankruptcy Warning

"If we continue to experience liquidity issues and are unable to
generate revenue, we may be unable to repay our outstanding debt
when due and may be forced to seek protection under the federal
bankruptcy laws," according to the Company's annual report for the
year ended Feb. 28, 2013.


ORECK CORP: Bankruptcy Court Approves TTI Asset Acquisition
-----------------------------------------------------------
Royal Appliance Mfg. Co. (RAM), a subsidiary of the TTI Group, on
July 25 disclosed that the purchase of the assets of the Oreck
Corporation has been finalized.  The agreement was formally
approved by the United States Bankruptcy Court, Middle District of
Tennessee on July 16.

TTI will retain all employees and continue manufacturing
operations in Cookeville, TN and will continue to have a small
presence in Nashville.

The Oreck brand, founded 50 years ago, earned category leading
consumer loyalty by delivering high quality premium products and
backing up those products with unbeatable customer service.

                        About Oreck Corp.

Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in
Nashville, Tennessee, on May 6, 2013, with plans to sell the
business as a going concern.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late 1960s.
The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.

Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.  The Debtor estimated at least $10 million
in assets and liabilities as of the Chapter 11 filing.

William L. Norton III, Esq., and Alexandra E. Dugan, Esq., at
Bradley Arant Boult Cummings LLP, serve as counsel to the Debtor.
BMC Group Inc. is the claims and notice agent. Sawaya Segalas &
Co., LLC serves as financial advisor.

The U.S. Trustee appointed six creditors to the Official Committee
of Unsecured Creditors.  Daniel H. Puryear, Esq., at Puryear Law
Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP represent the Committee.  The Committee
tapped to retain Gavin/Solmonese LLC as it financial advisor.


ORMET CORP: Now OC Liquidation; Settlement Approved
---------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Ormet's motion to change its name and modify the caption in the
Debtors' jointly-administered cases.

Promptly upon closing of the sale, the Debtors are authorized and
directed to change their corporate names and to file the
appropriate amendments with the appropriate government agencies in
the jurisdictions of formation and incorporation, the report
related.

Ormet Corporation will now be known as OC Liquidation, Inc.

Separately, the Court also approved a motion filed by Ormet and
its official committee of unsecured creditors for an order
approving settlement, pursuant to Bankruptcy Code Section 105(A)
and Bankruptcy Rule 9019.

As previously reported, "Under the proposed settlement,...the
buyer will issue to Ormet's general unsecured creditor trust a $2
million Unsecured Note due 2019 for the benefit of the estate's
general unsecured creditors. This note represents an increase of
$1 million over the amount of the buyer securities consideration
originally provided for in the APA."

                         Operations Cut

Matt Chiappardi of BankruptcyLaw360 reported that a Delaware
bankruptcy judge allowed aluminum smelter Ormet Corp. to curtail
operations at both of its facilities as it waits for a decision
from Ohio utility regulators on a power agreement crucial to
closing its $130 million sale to private equity firm Wayzata
Investment Partners LLC.

According to the report, U.S. Bankruptcy Judge Mary F. Walrath
said from the bench Ormet had persuaded her it had an immediate
need to cut operations at its Ohio and Louisiana facilities
because it needs to stretch its funds.

                         About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities totaling
$416 million.  Secured debt of about $180 million includes $139.5
million on a secured term loan and $39.3 million on a revolving
credit.

Attorneys at Dinsmore & Shohl LLP and Morris, Nichols, Arsht &
Tunnell LLP serve as counsel to the Debtors.  Kurtzman Carson
Consultants is the claims and notice agent.  Evercore's Lloyd
Sprung and Paul Billyard serve as investment bankers to the
Debtor.


PENSON WORLDWIDE: Objections to Liquidation Plan Filed
------------------------------------------------------
BankruptcyData reported that multiple parties -- including the
Internal Revenue Service (IRS), George E. Morris Revocable Trust
and Grace Financial Group -- filed with the U.S. Bankruptcy Court
separate objections to Penson Worldwide's Fourth Amended Joint
Plan of Liquidation.

The IRS states, "IRS is a creditor and party in interest, IRS has
asserted a general unsecured pre-petition claim against Penson
Worldwide, in the amount of $99,599.73 and an estimated priority
claim in the amount of $100.00. IRS has also asserted a secured
claim against Penson Futures in the amount of $100.00. IRS has
also asserted a secured claim against Penson Futures in the amount
of $34,190.81 and a general unsecured claim in the amount of
$211.06. Penson Worldwide has not filed its corporate federal Form
1120 for the 2012 tax year. This return is out on extension until
September 15, 2013. IRS objects to the confirmation of the Plan
unless and until all outstanding federal tax returns are filed."

Grace Financial Group asserts, "...[T]he Plan does not establish a
sufficient reserve for Disputed Claims, and instead gives PTL
discretion to unilaterally estimate the amount of each Disputed
Claim and only reserve that estimated amount, rather than set
aside a reserve that includes the amounts of each Disputed Claim
as filed."

                    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.


PLAYA HOTELS: S&P Assigns Preliminary 'B' CCR; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to parent guarantor Playa Hotels & Resorts
B.V.  The rating outlook is stable.

At the same time, S&P assigned its preliminary 'B+' issue-level
rating and preliminary '2' recovery rating to borrower Playa
Resorts Holdings B.V.'s proposed $375 million senior secured
credit facility (consisting of a $25 million revolver due 2018 and
a $350 million term loan due 2019).  The preliminary '2' recovery
rating on the proposed facility reflects S&P's expectation for
substantial (70% to 90%) recovery for lenders in the event of
a payment default.

S&P also assigned its preliminary 'B' issue-level and preliminary
'4' recovery rating to Playa Resorts Holdings B.V.'s proposed
$300 million senior unsecured notes due 2020.  The preliminary '4'
recovery rating reflects S&P's expectation for average (30% to
50%) recovery for lenders in the event of a payment default.

Proceeds from the proposed debt issuances, along with a
$325 million preferred and common equity investment by Hyatt
Hotels Corp., a $50 million preferred equity investment by a
current shareholder of BD Real Resorts, and more than $400 million
in common equity contributed by certain predecessor company
shareholders, will be used to acquire eight all-inclusive resorts
from Playa's predecessor company, four all-inclusive resorts and a
management company from BD Real Resorts, and one resort in
Jamaica.  Proceeds will also repay debt and other obligations at
predecessor companies, pay transaction fees and expenses, and
place cash on the balance sheet to finance resort renovations
through 2015.

The 'B' preliminary corporate credit rating reflects S&P's
assessment of Playa's financial risk as "highly leveraged" and its
assessment of the company's business risk as "weak," according to
its criteria.

The stable outlook reflects S&P's expectation that EBITDA coverage
of cash interest expense will be in the 2x area over the next two
years, which is good for the rating.  The stable outlook also
reflects S&P's expectation that Playa will have adequate liquidity
in the form of cash flow from operations and pro forma cash
balances to complete significant renovation expenditures through
2015.

"Ratings upside is limited at this time, given integration,
renovation, and brand launch risk over the next few years," said
Standard & Poor's credit analyst Emile Courtney.


PLYMOUTH OIL: Plan Confirmation Hearing Taken Under Advisement
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Iowa stated
that the hearing to consider confirmation of Plymouth Oil Company,
LLC's Chapter 11 Plan, and motion to dismiss the Debtor's case is
taken under advisement.

As reported by the Troubled Company Reporter on May 28, 2013, the
Debtor's Plan will be implemented in a variety of ways, including
restructuring various secured debts, issuing membership units of
the Reorganized Debtor in return for the satisfaction of certain
claims, through new equity investment by various new investors in
the Reorganized Debtor, through the sale of certain of its assets
including but not necessarily limited to the sale of the Feed Mill
and the acreage.

Payments and distributions under the Plan will be funded by funds
on hand, collection of accounts receivables, new equity
investment, net proceeds from the sale of assets, and recoveries
from avoidance actions and other actions.

A copy of the Amended Pan is available for free at
http://bankrupt.com/misc/PLYMOUTH_OIL_1amendedplan.pdf

                         About Plymouth Oil

Plymouth Oil Company, LLC, filed a bare-bones Chapter 11 petition
(Bankr. N.D. Iowa Case No. 12-01403) in Sioux City on July 23,
2012.  In its amended schedules, the Debtor disclosed $21,623,349
in total assets and $12,891,586 in total liabilities.

Plymouth Oil -- http://www.plymouthoil.com-- has a $30 million
extraction plant located at 22058 K-42 Merrill, Iowa, directly
across from the new Plymouth Energy Ethanol Plant.

Founded by local investors, Plymouth Oil Company, LLC started
operations in February 2010 purchasing raw corn germ and refining
this material into de-oiled germ meal and kosher food-grade
cooking oil.  The plant has the capability of pumping out 90 tons
of corn oil each day and about 300 tons of DCGM (defatted corn
germ meal) daily, which is used for hog, poultry and dairy feed.

Bankruptcy Judge Thad J. Collins presides over the case.  Bradley
R. Kruse, Esq., and Adam J. Freed, Esq., at Brown, Winick, Graves,
Gross, Baskerville and Schoenebaum, P.L.C., represent the Debtor
as counsel.  The petition was signed by David P. Hoffman,
president.

Secured creditors Arlon Sandbulte, Ryan Lake, Dirk Dorn, Steven
Vande Brake, and Iowa Corn Opportunities, LLC, are represented by
lawyers at Baird Holm LLP in Omaha, Nebraska.


POWERWAVE TECHNOLOGIES: Ch. 7 Creditor Objects to Proposed IP Sale
------------------------------------------------------------------
Daniel Wilson of BankruptcyLaw360 reported that an investment fund
objected to the proposed sale of bankrupt Powerwave Technologies
Inc.'s remaining intellectual property, arguing the sale process
had been unfairly tilted in favor of private equity-owned P-Wave
Holdings LLC, owner of the rest of Powerwave's IP.

According to the report, Spectrum Master Fund Ltd., a creditor of
the wireless communications equipment company, said that Chapter 7
trustee Charles A. Stanziale Jr. had failed to properly define
which IP the proposed sale actually covers and other key terms of
the deal, thus subverting any proposed competitive sale.

                  About Powerwave Technologies

Powerwave Technologies Inc. (NASDAQ: PWAV) filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013.

Powerwave Technologies, headquartered in Santa Ana, Cal., is a
global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.

Aside from a $35 million secured debt to P-Wave Holdings LLC, the
Debtor owes $150 million in principal under 3.875% convertible
subordinated notes and $106 million in principal under 2.5%
convertible senior subordinated notes where Deutsche Bank Trust
Company Americas is the indenture trustee.  In addition, as of the
Petition Date, the Debtor estimates that between $15 and $25
million is outstanding to its vendors.

The Debtor is represented by attorneys at Proskauer Rose LLP and
Potter Anderson & Corroon LLP.

Prepetition secured lender, P-Wave Holdings LLC, is represented by
Martin A. Sosland, Esq., and Joseph H. Smolinsky, Esq., at Weil
Gotshal & Manges LLP; and Mark D. Collins, Esq., and John H.
Knight, Esq., at Richards Layton & Finger.

The Official Committee of Unsecured Creditors retained Sidley
Austin LLP; Young Conaway Stargatt & Taylor LLP; and Zolfo Cooper,
LLC.

The Debtor's patent portfolio, accounts receivable, and intangible
assets were purchased by secured lender P-Wave Holdings LLC in
exchange for $10.25 million in secured debt.  A consortium of
Counsel RB Capital LLC, The Branford Group and Maynards Industries
bought the machinery and equipment for $6.6 million.   Teak
Capital Partners Ltd. bought affiliate Powerwave Technologies
(Thailand) Ltd. for $50,000.


PRIMCOGENT SOLUTIONS: July 30 Hearing on Orix's Bid to Foreclose
----------------------------------------------------------------
The Bankruptcy Court continued until July 30, 2013, at 10 a.m.,
the hearing to consider secured lender ORIX Ventures LLC's motion
for relief from the automatic stay in the Chapter 11 cases of
Primcogent Solutions, LLC, to foreclose upon prepetition
collateral.

According to ORIX, the Debtor has commenced an adversary
proceeding against Erchonia Corporation, which sought, among other
things: (i) judgment declaring that the Erchonia Agreements had
not been terminated, or alternatively, that certain post-
termination provisions of the Erchonia Agreements remained in
effect; and (ii) a temporary restraining order and preliminary
injunction preventing Erchonia from terminating the Erchonia
Agreements or taking actions as if such agreements were
terminated.

ORIX said the Debtor concedes that viability of its business is
dependent upon the Debtor's relationship with Erchonia.  Without
the right to license certain crucial intellectual property from
Erchonia, the value of the Debtor's inventory will be reduced to
"mere scrap."

The Debtor also requested authorization to use ORIX's cash
collateral to maintain business operations, consisting primarily
of litigating with Erchonia and liquidating ORIX's collateral,
just as if the Debtor was continuing full scale operations prior
to the purported termination of the Erchonia Agreements.

As of the Petition Date, the Debtor was indebted to ORIX in an
approximate amount not less than $11.3 million, plus accrued
unpaid interest, fees and other charges.

In this relation, the Debtor and ORIX reached a consensual
resolution providing for the limited use of cash collateral.
Additionally, the Debtor would waive its right to a preliminary
lift stay hearing, and agree to hold a final, evidentiary hearing
regarding the relief from the automatic stay requested by ORIX
herein on the Hearing Date.

Robert W. Jones, Esq., at Patton Boggs LLP, represents ORIX
Ventures, LLC as counsel.

                     About Primcogent Solutions

Primcogent Solutions, LLC, is a supplier and distributor of
medical equipment and services in North America.  Primcogent
operates as the exclusive North American (and, through its
European subsidiaries, Western European) seller or distributor of
equipment manufactured by Erchonia Corporation, pursuant to
exclusive license and supply agreements.  Products sold include
Erchonia's non-invasive body-contouring laser technology
trademarked under the name Zerona(R), including the Zerona Body
Laser.

Primcogent was formed in late 2011 following the acquisition
of the business of Santa Barbara Medical Innovations LLC for
$18 million.  Although the Erchonia agreement gave Primcogent
perpetual rights to sell Erchonia products, Erchonia declared in
March 2013 that the agreement has been terminated due to
Primcogent's alleged failure to perform and starting that time
stopped servicing Primcogent's products.  Primcogent, on the other
hand, claims Erchonia has committed fraud, breached the agreement
and tortiously interfered with Primcogent's business.  Primcogent
cites, among other things, Erchonia's failure to obtain FDA
clearance of Lunula, a laser technology used to treat or cure toe
fungus.

Primcogent also claims ORIX, its secured lender, is working in
concert with Erchonia.  A default in the Erchonia agreement
triggered a cross-default in the credit agreement, and the secured
lender has already seized control of Primcogent's cash account and
is attempting to control warehouse inventory.

Primcogent filed a bare-bones Chapter 11 petition (Bankr. N.D.
Tex. Case No. 13-42368) in Ft. Worth, Texas, on May 20, 2013.  The
petition was signed by David Boris, chairman of board of managers
of managing member.  The Debtor disclosed $82,490,751 in assets
and $27,236,020 in liabilities as of the Chapter 11 filing.  Judge
Michael Lynn presides over the case.  Jason Napoleon Thelen,
Esq.,at Andrews Kurth, LLP, serves as the Debtor's counsel.

ORIX is represented by Robert W. Jones, Esq., and Brian Smith,
Esq., at Patton Boggs, LLP.

Erchonia is represented by Ira M. Schwartz, Esq., and Lawrence D.
Hirsh, Esq., at Deconcini McDonald Yetwin & Lacy, P.C., and J.
Michael Sutherland, Esq., and Lisa M. Lucas, Esq., at Carrington,
Coleman, Sloman & Blumenthal, LLP.

The Official Committee of Unsecured Creditors is represented by
Looper Reed & McGraw P.C., as counsel.


PROMMIS HOLDINGS: Has Green Light to Terminate MHS Services Pact
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved a
stipulation terminating the services agreement between Prommis
Holdings, LLC, LLC, et al., and Morris Hardwick & Schneider LLC.

On Feb. 2, 2007, Prommis Solutions, LLC formerly known as MR
Default Services LLC, and MHS entered into a services and
technology agreement whereby Prommis was the exclusive provided of
non-legal support services to MHS.

Pursuant to the service agreement, Prommis is obligated to perform
services for the benefit of MHS and MHS is obligated accept and
compensate Prommis for the performance for a period of 20 years.

The Debtors said they have realized significant value for a
substantial portion of their assets through sales to McCalla
Raymer, LLC Johnson & Freedman, L.L.C., and Pite Duncan, LLP.  As
the Debtors wind down their operations, the Debtors determined
that it is in the best interests of the estates to cease
performance under the service agreement.

                     About Prommis Holdings

Atlanta, Georgia-based Prommis Holdings, LLC, and its 10
affiliates delivered their petitions for voluntary bankruptcy
under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case
No. 13-10551) on March 18, 2013.

Three subsidiaries -- EC Closing Corp., EC Closing Corp. of
Washington, and EC Posting Closing Corp. -- sought Chapter 11
protection (Bankr. D. Del. Case Nos. 13-11619 to 13-11621) on
June 25, 2013.

Judge Brendan Linehan Shannon presides over the case.  Steven K.
Kortanek, Esq., at Womble Carlyle Sandridge & Rice, LLP, serves as
the Debtors' counsel, while David S. Meyer at Kirkland & Ellis LLP
serves as co-counsel.  The Debtors' restructuring advisor is Huron
Consulting Services, LLC.  Donlin Recano & Company, Inc., is the
Debtors' claims agent.

The petition estimated the lead Debtors' assets to range between
$10 million and $50 million and the lead Debtor's debts between
$50 million and $100 million.  Prommis Solutions, LLC, a debtor-
affiliate disclosed $18,488,803 in assets and $260,232,313 in
liabilities as of the Chapter 11 filing.  The petitions were
signed by Charles T. Piper, chief executive officer.

The U.S. Trustee for Region 3 appointed three creditors to serve
in the Official Committee of Unsecured Creditors.  The Committee
tapped Saul Ewing LLP and Hahn & Hessen as its co-counsels, and
FTI Consulting, Inc., as its financial advisor.


PWK TIMBERLAND: Wants Until Nov. 21 to Propose Chapter 11 Plan
--------------------------------------------------------------
PWK Timberland, LLC asks the U.S. Bankruptcy Court for the Western
District of Louisiana to extend its exclusive periods to file a
proposed chapter 11 plan until Nov. 21, 2013, and solicit
acceptances for that plan until Jan. 21, 2014, respectively.

The Debtor said it needed more time to negotiate a settlement and
propose a plan of reorganization without interference from
creditors and other interests.

An Aug. 15, hearing at 10:30 a.m. has been set.

                        About PWK Timberland

Lake Charles, Louisiana-based PWK Timberland LLC sought Chapter 11
protection (Bankr. W.D. La. Case No. 13-20242) on March 22, 2013.
Gerald J. Casey, Esq., serves as counsel to the Debtor.
The Debtor disclosed $15,038,448 in assets and $1,792,957 in
liabilities as of the Chapter 11 filing.

The Debtor's Chapter 11 plan is due Sept. 18, 2013.

No committee has been appointed in the Chapter 11 case.


QUEBECOR MEDIA: Proposed $300MM Term Loan Gets Moody's B1 Rating
----------------------------------------------------------------
Moody's Investors Service rated Quebecor Media, Inc.'s new $300
million senior secured term loan B1. At the same time, Moody's
affirmed the company's Ba3 corporate family (CFR), Ba3-PD
probability of default rating (PDR), B2 senior unsecured notes,
Ba2 senior unsecured notes at Videotron (a wholly-owned subsidiary
of QMI), SGL-2 speculative grade liquidity (SGL) rating with
stable rating outlook.

Since, when other concurrent transactions are accounted-for, the
company's debt balance will be substantially unchanged, the
transaction has no implications for existing ratings and the new
notes are rated B1, one notch higher than QMI's existing senior
unsecured notes.

The following summarizes the rating action and QMI's existing
ratings:

Issuer: Quebecor Media Inc.

  Senior Secured Term Loan B, rated B1 (LGD4, 62%)

  Corporate Family Rating, affirmed at Ba3

  Probability of Default Rating, affirmed at Ba3-PD

  Speculative Grade Liquidity Rating, affirmed at SGL-2

  Outlook, maintained at Stable

  Senior Unsecured Regular Bond/Debenture, affirmed at B2 (LGD5,
  81%)

Issuer: Videotron Ltee

  Senior Unsecured Regular Bond/Debenture, affirmed at Ba2 (LGD2,
  29%)

Ratings Rationale:

QMI's Ba3 corporate family rating balances the sustainability and
recession-resistance of the cable-based broadband communications
cash flow of its Videotron subsidiary, against the potential of
debt-financing to buy-out QMI's minority shareholder. Financial
performance is also constrained by elevated capital spending and
start-up losses related to launching a facilities-based wireless
product, fixed-line margin pressure from increasing IPTV
competition and secular pressures in the newspaper publishing
business. However, down-side risks are somewhat mitigated given
guidance that QMI would not exceed company-defined TD/EBITDA of 4x
(Moody's adjustments add approximately 0.6x to company-reported
figures); Moody's expects QMI's consolidated Debt/EBITDA to be
maintained in the low-4x/high-3x range (as adjusted by Moody's;
March 31, 2013's measure was 4.0x).

Rating Outlook

The outlook is stable since QMI has stated that it will not
operate beyond company-defined TD/EBITDA of 4x. The stable outlook
also reflects Moody's expectation that QMI will maintain solid
liquidity and be free cash flow positive after 2014 as a period of
elevated capital spending ends.

What Could Change the Rating - UP

For an upgrade to be considered, it would be preferable that QMI
have a stable business platform with growth expected to come
primarily from organic sources. With that and were TD/EBITDA
expected to be in the sub 3.5x range, FCF/TD over 5%, RCF/TD
maintained in excess of 15%, and (EBITDA-CapEx)/Interest improved
to above 2.25x (incorporating Moody's standard adjustments) - in
all cases on a sustainable basis - a ratings upgrade may be
considered.

What Could Change the Rating - DOWN

Should TD/EBITDA not decline towards pre-CDP buy-out levels and
remain in the mid-to-low 4x range, FCF/TD be close to break even
and RCF/TD trending towards 10%, in all cases on a sustainable
basis, the ratings may be subject to downwards pressure
(incorporating Moody's standard adjustments). As well, significant
debt-financed acquisition or share buy-back activity or adverse
liquidity events may prompt an adverse ratings adjustment.

The principal methodology used in this rating was Global Pay
Television - Cable and Direct-to-Home Satellite Operators
published in April 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.


RADIAN GROUP: Posts $33.2-Mil. Net Loss in Q2 Ended June 30
-----------------------------------------------------------
Radian Group Inc. on July 24 reported a net loss for the quarter
ended June 30, 2013, of $33.2 million, or $0.19 per diluted share,
which included net losses on investments of $130.3 million and
combined net gains from the change in fair value of derivatives
and other financial instruments of $87.7 million.  This compares
to a net loss for the quarter ended June 30, 2012, of $119.3
million, or $0.90 per diluted share, which included net gains on
investments of $26.4 million and combined net losses from the
change in fair value of derivatives and other financial
instruments of $95.0 million.  Book value per share at June 30,
2013, was $5.22.

"We are pleased with our improved financial results in the quarter
and the first half of the year," said Chief Executive Officer S.A.
Ibrahim.  "Compared to the second quarter of last year, our new
mortgage insurance business written grew 60% and we reduced our
inventory of primary delinquent loans by 21%.  The loss ratio for
our mortgage insurance business was approximately 70% for the
second consecutive quarter, and the mortgage insurance loss
provision for the first half of 2013 reached its lowest level
since the first half of 2007."

Mr. Ibrahim continued, "Also in the second quarter, we achieved an
important milestone with our high quality, profitable new business
written after 2008 now representing 53% of our primary risk in
force, outweighing our legacy mortgage insurance book.  This
improved composition has helped our mortgage insurance business
achieve profitability, absent the impact of fair value gains and
losses, for the quarter and six months."

CAPITAL AND LIQUIDITY UPDATE

-- Radian Guaranty's risk-to-capital ratio was 19.7:1 as of
June 30, 2013. -- The increase in the risk-to-capital ratio from
March 31, 2013, was primarily driven by the increase to the
company's net risk in force resulting from strong volume of new,
high-quality mortgage insurance business.

-- In 2012, Radian Guaranty entered into two quota share
reinsurance agreements with the same third-party reinsurance
provider, in order to proactively manage its risk-to-capital
position.  On April 1, 2013, Radian reduced the amount of new
business ceded to the reinsurer on a prospective basis from 20
percent to 5 percent.  As of June 30, 2013, a total of $2.5
billion of risk in force had been ceded under those agreements.
On December 31, 2014, and on December 31, 2015, Radian will have
the option to recapture a portion of the business that has been
reinsured.

-- As of June, 2013, Radian Guaranty's statutory capital was $1.2
billion compared to $1.1 billion at March 31, 2013, and $0.9
billion a year ago.

-- Radian Group maintains approximately $816 million of currently
available liquidity.

SECOND QUARTER HIGHLIGHTS

-- New mortgage insurance written (NIW) grew to $13.4 billion
during the quarter, compared to $10.9 billion in the first quarter
of 2013 and $8.3 billion in the second quarter of 2012. -- The
Home Affordable Refinance Program (HARP) accounted for $2.4
billion of insurance not included in Radian Guaranty's NIW total
for the quarter.  This compares to $2.5 billion in the first
quarter of 2013, and $2.4 billion in the second quarter of 2012.

-- NIW continued to consist of loans with excellent risk
characteristics.

-- The net loss for the second quarter was $33.2 million which
included net losses on investments of $130.3 million and combined
net gains from the change in fair value of derivatives and other
financial instruments of $87.7 million.  Included in the net
losses on investments were net unrealized losses of $139.1
million, driven by rising interest rates, which reduced the market
value of the company's fixed-income portfolio.

-- The mortgage insurance provision for losses was $136.4 million
in the second quarter of 2013, compared to $132.0 million in the
first quarter of 2013, and $208.1 million in the second quarter of
2012.  The loss ratio in the second quarter for Radian Guaranty
was 68.9 percent, compared to 72.1 percent in the first quarter of
2013, and 121.9 percent in the second quarter of 2012.  Mortgage
insurance loss reserves were approximately $2.7 billion as of
June 30, 2013, which decreased from $2.9 billion in the first
quarter of 2013, and from $3.2 billion a year ago.  First-lien
reserves per primary default were $30,932 as of June 30, 2013,
compared to $30,426 as of March 31, 2013, and $28,410 as of June
30, 2012.

-- The total number of primary delinquent loans decreased by 8
percent in the second quarter from the first quarter of 2013, and
by 21 percent from the second quarter of 2012.  The primary
mortgage insurance delinquency rate decreased to 9.7 percent in
the second quarter of 2013, compared to 10.9 percent in the first
quarter of 2013, and 13.3 percent in the second quarter of 2012.

-- Total mortgage insurance claims paid were $326.4 million,
compared to $309.9 million in the first quarter of 2013, and
$263.4 million in the second quarter of 2012.  The company
continues to expect mortgage insurance net claims paid of
approximately $1.4 billion for the full-year 2013.

-- $19.0 million of other operating expenses in the second quarter
represented long-term incentive compensation, compared to $38.0
million in the first quarter of 2013.  The expense in both periods
was impacted by an increase in the liability for cash-settled
awards, which was driven primarily by an increase in the company's
stock price and represented $7.0 million in the second quarter,
compared to $32.3 million in the first quarter of 2013.

-- Radian Asset Assurance Inc. serves as an important source of
capital support for Radian Guaranty and is expected to continue to
provide Radian Guaranty with dividends over time. -- As of
June 30, 2013, Radian Asset had approximately $1.2 billion in
statutory surplus with an additional $0.4 billion in claims-paying
resources.

-- In July 2013, Radian Asset paid a dividend of $36 million to
Radian Guaranty.  Since 2008, Radian Asset has paid a total of
$420 million in dividends to Radian Guaranty.

-- Since June 30, 2008, Radian Asset has successfully reduced its
total net par exposure by 76 percent to $27.3 billion as of
June 30, 2013, including large declines in the riskier segments of
the portfolio.

                         About Radian Group

Headquartered in Philadelphia, Radian Group Inc. --
http://www.radian.biz-- provides private mortgage insurance and
related risk mitigation products and services to mortgage lenders
nationwide through its principal operating subsidiary, Radian
Guaranty Inc.  These services help promote and preserve
homeownership opportunities for homebuyers, while protecting
lenders from default-related losses on residential first mortgages
and facilitating the sale of low-downpayment mortgages in the
secondary market.

                           *     *     *

As reported by the Troubled Company Reporter on March 4, 2013,
Standard & Poor's Ratings Services said that it has affirmed all
of its ratings on Radian Group Inc.  At the same time, S&P revised
the outlook to stable from negative.  S&P also assigned its 'CCC+'
senior unsecured debt rating to the company's proposed
$350 million convertible senior notes.

As reported by the Troubled Company Reporter on Oct. 17, 2012,
Standard & Poor's Rating Services raised its long-term issuer
credit ratings on Radian Group Inc. (RDN) to 'CCC+' from 'CCC-'
and MGIC Investment Corp. (MTG) to 'CCC+' from 'CCC'. The
financial strength ratings for both RDN's and MTG's respective
operating companies are unchanged.  The outlook on both companies
is negative.

"The outlook for each company is negative, reflecting the
continuing risk of significant adverse reserve development; the
current trajectory of operating performance; and the expected
impact ongoing losses will have on their capital positions," S&P
said in October 2012.  "We expect operating performance to
deteriorate for the rest of the year for both companies,
reflecting the affect of normal adverse seasonality on new notices
of delinquency and cure rates, and the lack of greater improvement
in the job markets."


RANCHO CALIFORNIA: Chapter 11 Case Dismissed
--------------------------------------------
Judge Louise DeCarl Adler of the U.S. Bankruptcy Court for the
Southern District of California dismissed Rancho California
Center, d/b/a North View Business Center's Chapter 11 case and
barred the Debtor and any of its affiliates from re-filing
bankruptcy under any Chapter of the Bankruptcy Code pending
payment in full to Nationwide Life Insurance Company of all
obligations under the documents governing the $3,240,000 loans as
they come due and owing, either voluntarily by the March 1, 2014,
Maturity Date, or involuntarily thereafter by way of any sale of
the Debtor's real property.

Thomas B. Gorrill, Esq., at the Law Office of Thomas Gorill, in
San Diego, California, represents the Debtor.

                     About Rancho California

Rancho California Center, doing business as North View Business
Center, filed a bare-bones Chapter 11 petition (Bankr. S.D. Cal.
Case No. 12-16157) on Dec. 10, 2012.

The Debtor, a Single Asset Real Estate as defined in 11 U.S.C.
Sec. 101(51B), filed schedules disclosing $11.3 million in assets
and $3.13 million in liabilities.  The Debtor owns a 92,000-square
feet industrial building at 4665 North Avenue, in Oceanside,
California.  The property is valued at $11 million and secures a
$3.05 million debt to Nationwide Life Insurance Co.

A plan of reorganization was filed on March 12, 2013.


REALOGY CORP: Inks Underwriting Pact for Sale of 25MM Shares
------------------------------------------------------------
Realogy Holdings Corp. on July 16, 2013, entered into an
underwriting agreement with Goldman, Sachs & Co. and J.P. Morgan
Securities LLC, as underwriter, and certain selling stockholders
relating to the public offering of 25,125,070 shares of the
Company's common stock, par value $0.01 per share, by the Selling
Stockholders at an offering price of $47.57 per share.

The Underwriting Agreement includes customary representations,
warranties and covenants by the Company and the Selling
Stockholders.  It also provides for customary indemnification by
each of the Company, the Selling Stockholders and the Underwriters
against certain liabilities and customary contribution provisions
in respect of those liabilities.

The Company will not receive any proceeds from the sale of shares
by the Selling Stockholders.  The Company will pay the expenses,
other than underwriting discounts and commissions, associated with
the sale of shares by the selling stockholders.  The offering is
being made pursuant to the Company's effective shelf registration
statement on Form S-3, as amended, initially filed with the
Securities and Exchange Commission on April 9, 2013, and the
related prospectus supplement and accompanying prospectus.  The
offering is expected to close on or about July 22, 2013, subject
to customary closing conditions.

A copy of the Underwriting Agreement is available at:

                       http://is.gd/wM62zB

In connection with the offering, on July 16, 2013, Travis W.
Hennings and M. Ali Rashid resigned from the Board of Directors of
the Company, subject to and effective upon the closing of the
offering.  Mr. Hennings, who was appointed by funds affiliated
with Apollo Global Management LLC, served as a director of the
Company since October 2012.  Mr. Rashid, who was appointed by
funds affiliated with Apollo Global Management LLC, served as a
Director of the Company since April 2007.  As a result, the Board
of Directors of the Company will consist of five independent
directors, the Company's Chairman and Chief Executive Officer, and
one non-management director who is not independent.  The Company
continues to consider potential candidates for inclusion on its
Board of Directors as additional independent directors.

                         About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy Holdings Corp. and Realogy Group LLC reported a net loss
attributable to the Companies of $543 million on $4.67 billion of
net revenues for the year ended Dec. 31, 2012.  Realogy Holdings
and Realogy Group incurred a net loss of $441 million on $4.09
billion of net revenues in 2011, following a net loss of $99
million on $4.09 billion of net revenues for 2010.

The Company's balance sheet at March 31, 2013, showed $7.41
billion in total assets, $5.97 billion in total liabilities and
$1.44 billion in total equity.

                        Bankruptcy Warning

"Our ability to make scheduled payments or to refinance our debt
obligations depends on our financial and operating performance,
which is subject to prevailing economic and competitive conditions
and to certain financial, business and other factors beyond our
control.  We cannot assure you that we will maintain a level of
cash flows from operating activities and from drawings on our
revolving credit facilities sufficient to permit us to pay the
principal, premium, if any, and interest on our indebtedness or
meet our operating expenses.

If our cash flows and capital resources are insufficient to fund
our debt service obligations, we may be forced to reduce or delay
capital expenditures, sell assets or operations, seek additional
debt or equity capital or restructure or refinance our
indebtedness.  We cannot assure you that we would be able to take
any of these actions, that these actions would be successful and
permit us to meet our scheduled debt service obligations or that
these actions would be permitted under the terms of our existing
or future debt agreements.

If we cannot make scheduled payments on our debt, we will be in
default and, as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under our senior secured credit facility could
     terminate their commitments to lend us money and foreclose
     against the assets securing their borrowings; and

   * we could be forced into bankruptcy or liquidation," the
     Company said in its annual report for the period ended
     Dec. 31, 2012.

                           *     *     *

In the Dec. 12, 2012, edition of the TCR, Moody's Investors
Service upgraded Realogy Group LLC's Corporate Family and
Probability of Default ratings to B3.  The B3 Corporate Family
rating (CFR) incorporates Moody's view that Realogy's capital
structure has made meaningful progress towards being stabilized
following the issuance of primary equity, and is therefore more
sustainable although still highly leveraged.

As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Realogy Corp. to
'B+' from 'B'.

"The one notch upgrade in the corporate credit rating to 'B+'
reflects an increase in our expectation for operating performance
at Realogy in 2013, and S&P's expectation that total lease
adjusted debt to EBITDA will improve to the low-6x area and funds
from operations (FFO) to total adjusted debt will be improve to
the high-single-digits percentage area in 2013, mostly due to
EBITDA growth in the low- to mid-teens percentage area in 2013,"
S&P said.


RENEGADE HOLDINGS: Liquidation Underway After Sale Bid Fails
------------------------------------------------------------
Matt Evans at The Business Journal reports that the liquidation of
bankrupt Renegade Holdings, Renegade Tobacco Co. and Alternative
Brands Inc. is underway following the failure of a last-minute
attempt at a sale.

Accordingt to the Business Journal, Winston-Salem Journal reported
that a French buyer was not able to come to terms with a creditor
of the Mocksville companies, which have been in Chapter 11 since
2009.

Trustee Peter Tourtellot said about 83 employees were told July 17
that plans were being made to shut down operations and liquidate
remaining assets, the Business Journal adds.

                      About Renegade Holdings

Renegade Holdings and two subsidiaries -- Alternative Brands, Inc.
and Renegade Tobacco Company -- filed for Chapter 11 protection
(Bankr. M.D.N.C. Lead Case No. 09-50140) on Jan. 28, 2009, and
exited bankruptcy on June 1, 2010.  They were put back into
bankruptcy July 19, 2010, when Judge William L. Stocks vacated the
reorganization plan, in part because of a criminal investigation
of owner Calvin Phelps and the companies regarding what
authorities called "unlawful trafficking of cigarettes."

Alternative Brands is a federally licensed manufacturer of tobacco
products consisting primarily of cigarettes and cigars.  Renegade
Tobacco distributes the tobacco products produced by ABI through
wholesalers and retailers in 19 states and for export.  ABI also
is a contract fabricator for private label brands of cigarettes
and cigars which are produced for other licensed tobacco
manufacturers.

The stock of RHI is owned indirectly by Calvin A. Phelps through
his ownership of the stock of Compliant Tobacco, LLC which, in
turn, owns all of the stock of RHI which in turn owns all of the
stock of RTC and ABI.  Mr. Phelps was the chief executive officer
of all three companies. All three of the Debtors' have their
offices and production facilities in Mocksville, North Carolina.

In August 2010, the Bankruptcy Court approved the appointment of
Peter Tourtellot, managing director of turnaround-management
company Anderson Bauman Tourtellot Vos & Co., as Chapter 11
trustee.

In a May 29, 2013 decision, Judge Stocks rejected the Second
Amended and Restated Joint Plan of Reorganization dated January
31, 2013, Modified February 18, 2013, filed by Mr. Tourtellot for
Renegade Holdings, Alternative Brands, and Renegade Tobacco.

The Plan contemplated that the Debtors will continue in business
following confirmation.  Under the Plan, all of the assets in the
estate vest in the Reorganized Debtors on the Effective Date of
the Plan except for the Debtors' causes of action. Also, on the
Effective Date, the Reorganized Debtors would assume the leases
for the premises where their office and plant are located, enter
into a new lease for the machinery and equipment they were
utilizing pre-confirmation, and continue to fabricate and market
tobacco products as they have in the past.


RESIDENTIAL CAPITAL: Deadline to Remove Actions Moved to Oct. 31
----------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York extended the time for Residential Capital,
LLC, and its debtor affiliates to file notices of removal of civil
actions, and thereby remove those Civil Actions to the appropriate
bankruptcy court or district court, until the later of (a) October
31, 2013, or (b) should the Court enter an order terminating the
automatic stay as to a particular Civil Action, for that Civil
Action, 30 days after the entry of the order terminating the
automatic stay.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Can Use $54MM Per Month for Servicer Advances
------------------------------------------------------------------
In a court-approved stipulation, Residential Capital LLC, Ally
Financial Inc. and Ally Bank, and the Ad Hoc Group of Holders of
Junior Secured Notes agree to limit the Debtors' rights to use
cash collateral.

Specifically, the parties agree that the Debtors' rights to use
Cash Collateral that is an asset or proceeds of an asset under the
columns "Ally Revolver," "Blanket" and "Ally LOC" -- as the terms
are defined in the AFI DIP and Cash Collateral Order -- are
terminated effective as of July 11, 2013.

The Junior Secured Noteholders will no longer be entitled to the
Adequate Protection Payments or the Additional Adequate Protection
under the AFI DIP and Cash Collateral Order; provided, that the
Debtors will make Adequate Protection Payments for (a) all fees
and expenses incurred through May 31, 2013, without regard to when
an invoice or statement is or has been submitted, and (b) all fees
and expenses for which an invoice is due and payable pursuant to
the AFI DIP and Cash Collateral Order on or before the Termination
Date, the Debtors shall be authorized to use Cash Collateral for
the limited purpose of making those payments.

However, the Debtors are given the right to use Cash Collateral
for the period beginning on July 11, 2013 and ending on December
15, 2013, to fund servicer advance obligations solely to the
extent the funding creates a receivable that is the collateral of
the Junior Secured Parties and AFI in the same amount of the
funding and any cash collected on account of those receivable will
be the Cash Collateral; provided that the maximum amount of
Stipulated Cash Collateral that may be used to fund gross servicer
advance obligations will not exceed $54 million for each calendar
month.

Gary S. Lee, Esq., and Todd M. Goren, Esq., at MORRISON & FOERSTER
LLP, in New York, for the Debtors.

Richard M. Cieri, Esq., Ray C. Schrock, Esq., and Stephen E.
Hessler, Esq., at KIRKLAND & ELLIS LLP, in New York, for AFI.

J. Christopher Shore, Esq., and Harrison Denman, Esq., at WHITE &
CASE LLP, in New York; and Gerard Uzzi, Esq., at MILBANK , TWEED,
HADLEY & MCCLOY LLP, in New York, for the Ad Hoc Group.

                    About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Objects to $713-Mil. Calif. Litigation Claims
------------------------------------------------------------------
Residential Capital LLC and its affiliates object to, and ask the
U.S. Bankruptcy Court for the Southern District of New York to
disallow and expunge, claims filed by 61 individuals who are
plaintiffs in a litigation pending in a California court on the
grounds that the claimants fail to state a claim against the
Debtors.

Each of the 61 individual claimants, through purported counsel
Brookstone Law, P.C., filed against the Debtors' estates identical
claims, each in the amount of $1.3 million, totaling $713.7
million.  According to the Debtors, each of these claims should be
disallowed and expunged pursuant to Section 502(b) of the
Bankruptcy Code on, among others, the ground that they fail to
state a single, colorable claim against any of the Debtors under
applicable law.  Moreover, the Debtors assert that the California
Litigation fail to: (1) adequately allege any wrongdoing by a
specific Debtor entity; and (2) provide any objective basis to
substantiate such purported damages.

The California Litigation was filed days before the Petition Date.
The Claimants filed a complaint against a multitude of Debtors and
non-debtor defendants, which sought monetary damages because a
group of California homeowners believe they were allegedly harmed
by the defendants' home lending practices in California between
2003 and 2008 when the individuals obtained loans from one or more
of the named defendants.

A hearing on the objection will be held on Aug. 28, 2013 at 10:00
a.m. (ET).  Objections are due Aug. 9.

Gary S. Lee, Esq., Norman S. Rosenbaum, Esq., and Jordan A.
Wishnew, Esq., at MORRISON & FOERSTER LLP, in New York; and Regina
J. McClendon, Esq., at LOCKE LORD LLP, in San Francisco,
California, represent the Debtors.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: To Pay $230MM to Settle FRB Review Order
-------------------------------------------------------------
Residential Capital LLC and its affiliates seek the Bankruptcy
Court's authority to enter into and perform under an amendment to
the consent order with the Federal Reserve Board and the Federal
Deposit Insurance Corporation, dated April 13, 2011.

Judge Glenn previously authorized Debtors GMAC Mortgage, LLC, and
Residential Capital, LLC, to execute a term sheet and deposit into
a segregated escrow account established with an escrow agent
reasonably acceptable to GMAC Mortgage and the Federal Reserve
Board an amount up to $230 million, which will be used to fund a
Qualified Settlement Fund to replace the FRB Foreclosure Review
obligations.

The Debtors previously asked the Court for authority to terminate
the FRB Foreclosure Review, stating that the expenditure, which
amounts to approximately $300,000 per day, represents the single
most costly administrative expense of the Debtors' estates.  The
Debtors estimated that, as of the Petition Date, the performance
of the FRB Foreclosure Review may cost as much as $180 million.
By August, the Debtors' estimate of the cost of the FRB
Foreclosure Review had risen to $250 million.

Through the Amendment, the Debtors have agreed to make a one-time
payment to a borrower fund in the amount of approximately $230
million, in satisfaction of the Consent Order's FRB Foreclosure
Review requirement.  The Settlement Amount consists of a cash
payment in the amount of $198,077,499 from which payments will be
made to borrowers.

Additionally, the Amendment requires ResCap and GMAC Mortgage to
provide loss mitigation or other foreclosure prevention actions
that total $316,923,998.  The Debtors and the FRB have agreed that
the Debtors may make an additional cash payment in the amount of
$31,692,400 in satisfaction of their Foreclosure Prevention
obligations.  The total cash consideration to be paid to the FRB
in satisfaction of the Consent Order is $229,769,899, plus
interest accruing on escrowed funds.

According to Gary S. Lee, Esq., at Morrison & Foerster LLP, in New
York, the Amendment obviates the enormous payments to consultants
for work that, if completed, almost certainly would result in
lower total restitution payments to borrowers than what is being
paid under the Amendment.  Moreover, the Settlement Amount is less
than the projected total cost of the FRB Foreclosure Review,
including any associated restitution payments, Mr. Lee says.
Reducing this administrative expense will result in a greater
distribution to the Debtors' creditors, he tells the Court.

A hearing on the motion will be held on July 26, 2013, at 10:00
a.m. (ET).  Objections were due July 19.

Lorenzo Marinuzzi, Esq., Naomi Moss, Esq., and James A. Newton,
Esq., at MORRISON & FOERSTER LLP, in New York, also represent the
Debtors.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


REVSTONE INDUSTRIES: BFG Wants Subsidiaries Placed in Chapter 7
---------------------------------------------------------------
Boston Finance Group, LLC, asks the U.S. Bankruptcy Court for the
District of Delaware to enter an order converting the Chapter 11
cases of Greenwood Forgings, LLC, and US Tool & Engineering, LLC,
to cases under Chapter 7 of the Bankruptcy Code.

According to BFG, the Greenwood estate has incurred substantial
and ongoing losses during the course of its Chapter 11 case and
the estate will continue to be diminished by professional fees
necessarily incurred as a result of maintaining the Greenwood
estate on an ongoing basis.  BFG adds that Greenwood has no
remaining business, and therefore has no likelihood of
rehabilitation, and will not be able to propose a confirmable
Chapter 11 plan.  Thus, "cause" exists under Bankruptcy Code
section 1112(b)(4)(A) to convert Greenwood's Chapter
11 case to a case under Chapter 7 of the Bankruptcy Code.

As to US Tool, BFG says that US Tool ceased operations as of
Nov. 30, 2012, prior to filing its Chapter 11 voluntary petition
for relief, and never resumed operations.  Further, pursuant to
the US Tool Stay Order, substantially all of US Tool's assets were
liquidated at an auction conducted on April 16, 2013.  As US Tool
has no physical assets to maintain and no operations to
administer, its continued time in Chapter 11, according to BFG,
serves only to unnecessarily increase the professional fees and
other administrative expenses incurred by this insolvent Debtor.
Further, as US Tool has now liquidated all of its assets, no
business remains to rehabilitate.  BFG adds that a Chapter 7
trustee could liquidate US Tool's few remaining assets with
significantly fewer expenses and may actually be able to provide a
greater recovery to creditors.

Counsel for BFG can be reached at:

         Stuart M. Brown, Esq.
         DLA PIPER LLP (US)
         919 N. Market Street, 15th Floor
         Wilmington, DE 19801
         Tel: (302) 468-5700
         Fax: (302) 394-2341
         E-mail: stuart.brown@dlapiper.com

              - and -

         Gregg M. Galardi, Esq.
         Sarah E. Castle, Esq.
         DLA PIPER LLP (US)
         1251 Avenue of the Americas
         New York, NY 10020-1104
         Tel: (212) 335-4500
         Fax: (212) 335-4501
         E-mail: gregg.galardi@dlapiper.com
                 sarah.castle@dlapiper.com

                     About Revstone Industries

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

The cases are jointly administered for procedural purposes only
under Case No. 12-13262.

Laura Davis Jones, Esq., David M. Bertenthal, Esq., and Timothy P.
Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, represent the Debtors as counsel.

Duane David Werb, Esq., at Werb & Sullivan, represents Greenwood
Forgings as temporary bankruptcy counsel.

Greenwood estimated $1 million to $10 million in assets and $10
million to $50 million in debts.  US Tool & Engineering estimated
under $1 million in assets and $1 million to $10 million in debts.
The petitions were signed by George S. Homeister, chairman.

Mark L. Degrosseilliers, Esq., Matthew P. Ward, Esq., and Steven
K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice, LLP, in
Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors of Revstone Industries, LLC.

The assets of Greenwood Forgings LLC and US Tool & Engineering
LLC, have both been sold pursuant to orders of the Bankruptcy
Court.


REVSTONE INDUSTRIES: Committee Plan Outline Has Aug. 21 Hearing
---------------------------------------------------------------
The hearing date to consider the adequacy of the disclosure
statement regarding the Plan of Reorganization proposed by the
Official Committee of Unsecured Creditors of Revstone Industries,
LLC, dated July 8, 2013, is scheduled for Aug. 21, 2013, at 11:00
a.m.  Objections are due by Aug. 14, 2013, at 4:00 p.m.

As reported in the TCR on July 11, 2013, the creditors' committee
filed a Chapter 11 plan after the company violated an agreement
extending the exclusive right to propose its own reorganization
plan.

The bankruptcy judge signed an order in mid-May providing that the
committee could file a plan of its own only if Revstone didn't
comply with specified "milestones."  The committee said in the
disclosure statement filed alongside the plan on July 8 that
Revstone violated one of the milestones.  The committee filed
the plan in response.

The committee's plan would give ownership to unsecured creditors,
wiping out existing equity holdings.  The disclosure statement has
blanks were the total of unsecured claims later will be shown.
Similarly, the disclosure statement doesn't give the estimated
percentage recovery.

A copy of the Disclosure Statement is available at:

      http://bankrupt.com/misc/revstoneindustries.doc736.pdf

                     About Revstone Industries

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

The cases are jointly administered for procedural purposes only
under Case No. 12-13262.

Laura Davis Jones, Esq., David M. Bertenthal, Esq., and Timothy P.
Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, represent the Debtors as counsel.

Duane David Werb, Esq., at Werb & Sullivan, represents Greenwood
Forgings as temporary bankruptcy counsel.

Greenwood estimated $1 million to $10 million in assets and $10
million to $50 million in debts.  US Tool & Engineering estimated
under $1 million in assets and $1 million to $10 million in debts.
The petitions were signed by George S. Homeister, chairman.

Mark L. Degrosseilliers, Esq., Matthew P. Ward, Esq., and Steven
K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice, LLP, in
Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors.

The assets of Greenwood Forgings LLC and US Tool & Engineering
LLC, have both been sold pursuant to orders of the Bankruptcy
Court.


REVSTONE INDUSTRIES: BFG Wants Subsidiaries Placed in Chapter 7
---------------------------------------------------------------
Boston Finance Group, LLC, asks the U.S. Bankruptcy Court for the
District of Delaware to enter an order converting the Chapter 11
cases of Greenwood Forgings, LLC, and US Tool & Engineering, LLC,
to cases under Chapter 7 of the Bankruptcy Code.

According to BFG, the Greenwood estate has incurred substantial
and ongoing losses during the course of its Chapter 11 case and
the estate will continue to be diminished by professional fees
necessarily incurred as a result of maintaining the Greenwood
estate on an ongoing basis.  BFG adds that Greenwood has no
remaining business, and therefore has no likelihood of
rehabilitation, and will not be able to propose a confirmable
Chapter 11 plan.  Thus, "cause" exists under Bankruptcy Code
section 1112(b)(4)(A) to convert Greenwood's Chapter
11 case to a case under Chapter 7 of the Bankruptcy Code.

As to US Tool, BFG says that US Tool ceased operations as of
Nov. 30, 2012, prior to filing its Chapter 11 voluntary petition
for relief, and never resumed operations.  Further, pursuant to
the US Tool Stay Order, substantially all of US Tool's assets were
liquidated at an auction conducted on April 16, 2013.  As US Tool
has no physical assets to maintain and no operations to
administer, its continued time in Chapter 11, according to BFG,
serves only to unnecessarily increase the professional fees and
other administrative expenses incurred by this insolvent Debtor.
Further, as US Tool has now liquidated all of its assets, no
business remains to rehabilitate.  BFG adds that a Chapter 7
trustee could liquidate US Tool's few remaining assets with
significantly fewer expenses and may actually be able to provide a
greater recovery to creditors.

Counsel for BFG can be reached at:

     Stuart M. Brown, Esq.
     DLA PIPER LLP (US)
     919 N. Market Street, 15th Floor
     Wilmington, DE 19801
     Tel: (302) 468-5700
     Fax: (302) 394-2341
     E-mail: stuart.brown@dlapiper.com

          - and -

     Gregg M. Galardi, Esq.
     Sarah E. Castle, Esq.
     DLA PIPER LLP (US)
     1251 Avenue of the Americas
     New York, NY 10020-1104
     Tel: (212) 335-4500
     Fax: (212) 335-4501
     E-mail: gregg.galardi@dlapiper.com
             sarah.castle@dlapiper.com

                     About Revstone Industries

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

The cases are jointly administered for procedural purposes only
under Case No. 12-13262.

Laura Davis Jones, Esq., David M. Bertenthal, Esq., and Timothy P.
Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington,
Delaware, represent the Debtors as counsel.

Duane David Werb, Esq., at Werb & Sullivan, represents Greenwood
Forgings as temporary bankruptcy counsel.

Greenwood estimated $1 million to $10 million in assets and $10
million to $50 million in debts.  US Tool & Engineering estimated
under $1 million in assets and $1 million to $10 million in debts.
The petitions were signed by George S. Homeister, chairman.

Mark L. Degrosseilliers, Esq., Matthew P. Ward, Esq., and Steven
K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice, LLP, in
Wilmington, Delaware, represent the Official Committee of
Unsecured Creditors of Revstone Industries, LLC.

The assets of Greenwood Forgings LLC and US Tool & Engineering
LLC, have both been sold pursuant to orders of the Bankruptcy
Court.


REVSTONE INDUSTRIES: Unit Files Ch. 11, Plans $25MM Sale
--------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that auto parts
manufacturer Metavation LLC joined parent Revstone Industries LLC
in Delaware bankruptcy court, filing for Chapter 11 with a $25
million stalking horse agreement in hand to to sell the bulk of
its assets to industry rival Dayco.

According to the report, the fifth Revstone entity to seek court
protection in Delaware, Metavation listed assets and liabilities
of between $10 million and $50 million on its voluntary petition.

Metavation is looking to wrap up its proposed Section 363 sale in
little more than a month, the report said.

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

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

A motion for joint administration of the cases has been filed.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.


ROBERT BAIN: Case Summary & 3 Unsecured Creditors
-------------------------------------------------
Joint Debtors: Robert S. Bain
               Kimberly W. Bain
               3931 Indian Springs Rd.
               Panama City, FL 32404

Bankruptcy Case No.: 13-51766

Chapter 11 Petition Date: July 18, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Kentucky (Lexington)

Judge: Tracey N. Wise

Debtors? Counsel: E. David Marshall, Esq.
                  120 North Upper Street
                  Lexington, KY 40507
                  Tel: (859) 253-0708
                  E-mail: edavidm@iglou.com

Scheduled Assets: $2,284,673

Scheduled Debts: $2,474,000

A copy of the Debtors' list of its three unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/kyeb13-51766.pdf


ROTECH HEALTHCARE: Arranges $357.5MM Loans for Ch. 11 Exit
----------------------------------------------------------
Rotech Healthcare Inc., et al., seek authority from the U.S.
Bankruptcy Court for the District of Delaware to obtain $357.5
million in exit loan financing.

The exit loan financing includes a first lien senior secured
revolving credit facility in an aggregate principal amount of
$25,000,000, a first lien senior secured tranche A $100,000,000
term loan facility, and a first lien senior secured tranche B
$75,000,000 term loan facility.  The First Lien Credit Facilities
will be extended by Wells Fargo Principal Lending, LLC, SPF CDO I
Ltd., and certain funds and accounts affiliated with Capital
Research and Management Company.  The New Tranche A Term Loan and
Revolving Loans accrues at ABR plus 3.25% per annum or Adjusted
LIBOR plus 4.25% per annum, at the Borrower's election, while the
New Tranche B Term Loan accrues at ABR plus 7.75% per annum or
Adjusted LIBOR plus 8.75% per annum, at the Borrower's election.

The First Lien Credit Facilities will be secured on a first
priority basis by the following: (a) a perfected pledge of 100% of
the equity interests of each direct wholly-owned restricted
subsidiary of the Borrower and of each Guarantor; and (b)
perfected security interests in, and mortgages on, substantially
all tangible and intangible personal property and material fee-
owned real property of the Borrower and each Guarantor.

The exit financial also includes a backstop commitment of a
proposed second priority senior secured $157,500,000 term loan
facility to be extended by Silver Point Finance, LLC, as
administrative agent, Wells Fargo Bank, National Association, as
collateral agent, and SPCP Group, LLC, Capital Research and
Management Company, and certain funds and  accounts affiliated
with Venor Capital Management LP, as lenders.  The Second Lien
Credit Facility accrues at ABR plus 10.00% per annum or Adjusted
LIBOR plus 11.00% per annum, at the Borrower's election, and is
granted the same security as the First Lien Credit Facility.

According to the Debtors, they would require aggregate funding of
$332.5 million along with a $25 million revolving facility to
consummate the Plan and provide sufficient liquidity to fund their
post-emergence operations.  The reorganized Debtors will use the
proceeds of the Exit Facilities to fund distributions under the
Plan, pay the fees and premiums and expenses associated with the
Exit Facilities, and fund the reorganized Debtors' post-emergence
working capital needs.

James L. Patton, Jr., Esq., Robert S. Brady, Esq., Joseph M.
Barry, Esq., and Travis G. Buchanan, Esq., at YOUNG CONAWAY
STARGATT & TAYLOR, LLP, in Wilmington, Delaware, and Martin J.
Bienenstock, Esq., Geoffrey T. Raicht, Esq., and Scott K. Rutsky,
Esq., at PROSKAUER ROSE LLP, in New York, represent the Debtors.

The Debtors request that a hearing on their motion be set for July
29, 2013, at 10:00 a.m. (ET), and objections on July 28.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- and
second-lien secured notes.  The $290 million in 10.5 percent
second-lien notes are to be exchanged for the new equity.  Trade
suppliers are to be paid in full, if they agree to continue
providing credit.  The existing $23.5 million term loan would be
paid in full, and the $230 million in 10.75 percent first-lien
notes will be amended.

The Official Committee of Unsecured Creditors tapped Otterbourg,
Steindler, Houston & Rosen, P.C., as counsel; Buchanan Ingersoll &
Rooney PC as Delaware counsel; and Grant Thornton LLP as financial
advisor.


ROTECH HEALTHCARE: Seeks Authority to Obtain Texas Surety Bonds
---------------------------------------------------------------
Rotech Healthcare Inc., et al., seeks authority from the U.S.
Bankruptcy Court for the District of Delaware to enter into an
indemnity agreement with OneBeacon Surety Group to obtain surety
bonds required to continue operations in the state of Texas and
post the Texas Surety Bonds.

The Debtors' counsel, Martin J. Bienenstock, Esq., at Proskauer
Rose LLP, in New York, relates that in the ordinary course of
operating their businesses, the Debtors regularly post and
maintain surety bonds as collateral to secure certain of their
obligations pursuant to state and federal law.

The Debtors operate 42 "enrolled practice locations" providing
durable medical equipment to patients in the state of Texas.  To
continue these operations and remain eligible for reimbursement
through Texas Medicaid, the Debtors must comply with new state
requirements, Mr. Bienenstock says.  Thus, the Debtors were
required to post and maintain 42 Texas Surety Bonds, in an
aggregate amount of $2.1 million, on or before June 28, 2013.

OneBeacon agreed to provide the Debtors with the Texas Surety
Bonds within the requisite timeframe in exchange for the Debtors'
agreement to: (i) enter into a standard general indemnity
agreement with OneBeacon; (ii) to pay a two-percent annual
premium, in an aggregate amount of approximately $42,000; and
(iii) seek an order from the Court authorizing entry into the
Indemnity Agreement.

Mr. Bienenstock says in the event the Comfort Order is not
obtained by the Debtors, OneBeacon may take actions to cancel the
Texas Surety Bonds, which could negatively impact the Debtors'
ability to provide DME services to patients in Texas and disrupt
the Debtors' reorganization efforts.  The Debtors believe the
Premium charged by OneBeacon is reasonable and comparable to what
other surety providers would charge to provide similar bonds.

The Debtors are also represented by James L. Patton, Jr., Esq.,
Robert S. Brady, Esq., Joseph M. Barry, Esq., and Travis G.
Buchanan, Esq., at YOUNG CONAWAY STARGATT & TAYLOR, LLP, in
Wilmington, Delaware, and Geoffrey T. Raicht, Esq., and Vincent
Indelicato, Esq., at PROSKAUER ROSE LLP, in New York.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- and
second-lien secured notes.  The $290 million in 10.5 percent
second-lien notes are to be exchanged for the new equity.  Trade
suppliers are to be paid in full, if they agree to continue
providing credit.  The existing $23.5 million term loan would be
paid in full, and the $230 million in 10.75 percent first-lien
notes will be amended.

The Official Committee of Unsecured Creditors tapped Otterbourg,
Steindler, Houston & Rosen, P.C., as counsel; Buchanan Ingersoll &
Rooney PC as Delaware counsel; and Grant Thornton LLP as financial
advisor.


ROTECH HEALTHCARE: Objects to Delay of Aug. 20 Plan Hearing
-----------------------------------------------------------
Rotech Healthcare Inc., et al., object to the motion filed by the
Official Committee of Equity Security Holders for continuance of
the valuation hearing and argue that "the Equity Committee's game
plan is now abundantly clear: it intends to use any and all
extended time to unnecessarily run up fees and expenses taking
depositions and pursuing document discovery on both valuation and
confirmation."  The Debtors also maintain that they are
"hopelessly insolvent."

The Debtors also argue that the Aug. 20, 2013 confirmation hearing
cannot be adjourned in order to allow for the Equity Committee to
finish their deposition of experts in relation to the valuation.
The Debtors point out that further adjournment of the confirmation
hearing would cause a default under the DIP Loan, which would
necessitate a payment to the DIP Lenders to change the date -- all
at the expense of creditors.

Capital Research and Management Company, Fidelity Investment,
Silver Point Capital, LP, and Venor Capital Management LP, in
their capacity as holder of second lien notes, agree with the
Debtors and argue that the Equity Committee has not shown that
there is cause for delay of the confirmation hearing.

Accordingly, the Debtors and the Second Lien Noteholders ask the
U.S. Bankruptcy Court for the District of Delaware to deny the
Equity Committee's motion for continuance of the valuation hearing
and adjourn the confirmation hearing in the process.

The Debtors are represented by James L. Patton, Jr., Esq., Robert
S. Brady, Esq., Joseph M. Barry, Esq., and Travis G. Buchanan,
Esq., at YOUNG CONAWAY STARGATT & TAYLOR, LLP, in Wilmington,
Delaware, and Martin J. Bienenstock, Esq., Geoffrey T. Raicht,
Esq., and Vincent Indelicato, Esq., at PROSKAUER ROSE LLP, in New
York.

The Second Lien Noteholders are represented by Mark D. Collins,
Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington, Delaware,
and Scott K. Charles, Esq., Michael A. Kleinhaus, Esq., and
Michael S. Benn, Esq., at WACHTELL, LIPTON, ROSEN & KATZ, in New
York.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- and
second-lien secured notes.  The $290 million in 10.5 percent
second-lien notes are to be exchanged for the new equity.  Trade
suppliers are to be paid in full, if they agree to continue
providing credit.  The existing $23.5 million term loan would be
paid in full, and the $230 million in 10.75 percent first-lien
notes will be amended.

The Official Committee of Unsecured Creditors tapped Otterbourg,
Steindler, Houston & Rosen, P.C., as counsel; Buchanan Ingersoll &
Rooney PC as Delaware counsel; and Grant Thornton LLP as financial
advisor.


ROTECH HEALTHCARE: Seeks Approval of Exit Financing
---------------------------------------------------
Michael Bathon, substituting for Bloomberg News bankruptcy
columnist Bill Rochelle, reports that Rotech Healthcare Inc. is
seeking as much as $357.5 million in financing to help it exit
bankruptcy protection and fund operations once it emerges.

According to the report, the company wants court permission to
enter into a commitment letter for a first-lien senior secured
revolving credit facility of $25 million, a first-lien senior
secured tranche a term loan of $100 million and a first-lien
senior secured tranche B term loan of $75 million, court papers
show.

The report notes that Rotech is also seeking authority to enter
into a backstop agreement for a second-lien senior secured term
loan of $157.5 million, according to court filings.  "To be in a
position to consummate the plan expeditiously" and within the
timeframe required by its bankruptcy loan, the company needs to
enter into the exit financing commitments, it said in court
papers.

The report relates that the exit financing has "reasonable
terms and conditions, and upon becoming effective will ensure
the debtors have in place sufficient financing to emerge from
Chapter 11 as expeditiously as possible," Rotech said.

The company on Aug. 20 will seek court approval of its
restructuring plan that pays first-lien noteholders in full in
cash and gives second-lien noteholders all of the reorganized
company's equity, according to court documents.

                    About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- and
second-lien secured notes.  The $290 million in 10.5 percent
second-lien notes are to be exchanged for the new equity.  Trade
suppliers are to be paid in full, if they agree to continue
providing credit.  The existing $23.5 million term loan would be
paid in full, and the $230 million in 10.75 percent first-lien
notes will be amended.

The Official Committee of Unsecured Creditors tapped Otterbourg,
Steindler, Houston & Rosen, P.C., as counsel; Buchanan Ingersoll &
Rooney PC as Delaware counsel; and Grant Thornton LLP as financial
advisor.


RURAL/METRO CORP: S&P Lowers Corporate Credit Rating to 'SD'
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Rural/Metro Corp. to 'SD' from 'CCC'.

At the same time, S&P lowered its rating on the company's
$200 million and $108 million senior unsecured notes to 'D' from
'CC' as a result of the missed interest payment due July 15.  The
recovery rating on this debt is '6', indicating S&P's expectation
for negligible (0% to 10%) recovery in the event of a payment
default.

In addition, S&P lowered its rating on the $100 million senior
secured revolving credit facility and the $325 million term loan B
to 'CC' from 'CCC+'.  The recovery rating on the first-lien notes
is '2', indicating S&P's expectation for substantial (70%-90%)
recovery in the event of a payment default.

"The rating actions stem from the company's missed interest
payment on its senior unsecured bonds," said Standard & Poor's
credit analyst Lucy Patricola.  "According to our timeline of
payment criteria, we are taking this action now because payment
was not made within five days of its due date," she added.

If the company enters Chapter 11 bankruptcy protection, S&P will
lower all ratings to 'D'.


SCC KYLE: Court Confirms Second Amended and Modified Plan
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
confirmed on July 1, 2013, SCC Kyle Partners, Ltd.'s Second
Amended and Modified Plan of Reorganization, dated June 28, 2013.

Pursuant to the Plan, the secured claim of the Lender group (Class
III) will be paid over 5 years from the Effective Date from cash
proceeds on hand at the time of confirmation and ongoing sales of
the remaining Property and future tax incentive revenues, with
interest-only payments to be made monthly beginning on the 15th
day after the Effective Date at 7% per annum, or such other rate
as is determined by the Court not to exceed 8%.  All remaining
principal, interest and costs will be due on the 15th day of the
60th month from the Effective Date.

Holders of General Unsecured Claims (Class IV) will receive
payments of their claims, in full, in equal quarterly payments
beginning 90 days from the Effective Date and continuing each
quarter for 16 quarters on the same date of the months as the
initial payment until paid; provided, however, that the claim of
Seton Hospital will receive payments totaling $250,000 during the
16 quarters, with the balance payable after the Class III Allowed
Claim is paid in full.  The source of the payments will be the
revenue received from the Incentive Agreements above amounts
necessary for the Debtor's business operations.

Holders of Equity Interests in the Debtor will retain their
interests, but will not receive any payments or distributions on
account of those interests until all senior classes are paid in
full.

A copy of the Confirming Order is available at:

          http://bankrupt.com/misc/scckyle.doc133.pdf

Counsel for SCC Kyle can be reached at:

     Eric J. Taube, Esq.
     Mark C. Taylor, Esq.
     HOHMANN, TAUBE & SUMMERS, L.L.P.
     100 Congress Avenue, 18th Floor
     Austin, TX 78701
     Tel: (512) 472-5997
     Fax: (512) 472-5248

                     About SCC Kyle Partners

Austin, Tex.-based SCC Kyle Partners, Ltd., filed for Chapter 11
(Bankr. W.D. Tex. Case No. 12-11978) on Aug. 31, 2012.  Judge H.
Christopher Mott presides over the case.  Cleveland R. Burke,
Esq., Eric J. Taube, Esq., and Mark Curtis Taylor, Esq., at
Hohmann, Taube & Summers, LLC, in Austin, Tex., represent the
Debtor as counsel.  In its petition, the Debtor disclosed both
assets and debts of between $10 million and $50 million.  The
petition was signed by Scott A. Deskins, president of SCC Kyle
Partners, GP, LLC, general partner.


SEVEN COUNTIES SERVICES: May Hire & Pay Peritus Public Relations
----------------------------------------------------------------
Bankruptcy Judge Joan A. Lloyd granted the Motion for Nunc Pro
Tunc Authority (I) to Employ and Compensate Peritus Public
Relations, LLC Pursuant to 11 U.S.C. Sec. 1108 and (II) to Issue
Payment for Reimbursable Expenses Incurred Pre-Petition, filed by
Seven Counties Services, Inc., over the objection of Kentucky
Employers Retirement Systems and Kentucky Retirement Systems.

When it filed for bankruptcy in April, the Debtor also filed a
number of "first day motions" including a Motion for an Order
Authorizing Banks to Honor Pre-Petition Checks.  The Checks Motion
sought an order authorizing the payment of more than 100 pre-
petition checks listed on an attached exhibit which the Debtor
represented were necessary to the Debtor's ongoing operations. The
checks ranged in value from $5.31 to $256,597.22. Included in that
list was a check issued to Peritus on April 4 in the amount of
$14,839.

On April 5, 2013, following an expedited hearing, the Court
entered an Order approving the Checks Motion which authorized
Fifth Third Bank and Republic Bank to honor the pre-petition
checks listed therein.

Subsequent to entry of the Order, the Debtor states it was
contacted by the United States Trustee's office which indicated it
would object to the employment of any professional who negotiates
a check listed in the Order. Therefore, the Debtor instructed
Peritus to hold the check until the matter was clarified by the
Court.

On May 17, 2013, Debtor filed the Application.

On June 10, 2013, KERS and KRS filed their Objection to the
Application.  They contend that 11 U.S.C. Sec. 327 applies and
Peritus cannot be employed because it is not a "disinterested
person" as required by the statute.

Judge Lloyd said the Debtor may employ and compensate.

Peritus and the Debtor entered into an Agreement for Services on
March 15, 2012.  The Agreement summarizes Peritus' task as
providing "public relations and public affairs support in Kentucky
on all issues related to the ongoing effort to affect changes in
their [Debtor] involvement in the Kentucky Retirement System." The
work is to include lobbying, third party advocacy and support of
the Debtor's efforts in restructuring its retirement plans and
media relations.  Peritus is to be paid a monthly retainer in the
amount of $3,750, plus reimbursement for reasonable and necessary
expenses.  However, that $3,750 figure has been modified to a
monthly retainer payment of $3,500, plus reimbursement of
reasonable and necessary expenses.

A copy of Judge Lloyd's July 15, 2013 Memorandum Opinion is
available at http://is.gd/PBZDYxfrom Leagle.com.

                        About Seven Counties

Seven Counties Services Inc., a not-for-profit behavioral
services provider from Louisville, Kentucky, filed for Chapter 11
protection (Bankr. W.D. Ky. Case No. 13-31442) in the hometown
on April 4, 2013.  The petition was signed by Anthony M. Zipple as
president/CEO.  The Debtor scheduled assets of $45,603,716 and
scheduled liabilities of $232,598,880.  Seiller Waterman LLC
serves as the Debtor's counsel.  Judge Joan A. Lloyd presides over
the case.

The agency generates more than $100 million a year in revenue and
employs a staff of 1,400 providing services at 21 locations and
120 schools and community centers.


SEVEN SEAS: CIBC Dodges $77M Suit Over Failed Oil Well
------------------------------------------------------
Jeremy Heallen of BankruptcyLaw360 reported that a Texas federal
judge a subsidiary of CIBC World Markets Corp. cannot be held
responsible for a bankrupt energy developer's decision to invest
in a failed offshore prospect that contributed to the company's
demise, ending a $77 million suit against the investment bank.

According to the report, U.S. District Judge Nancy Atlas ruled
that Seven Seas Petroleum Inc. could not prove that CMW Inc.
rubber-stamped a fairness opinion on behalf of the oil and gas
developer's financially interested board members to secure an
investment in the risky well.

Seven Seas Petroleum Inc. was an oil and gas exploration company
operating in Colombia, South America.  Seven Seas filed for
Chapter 11 protection (Bankr. S.D. Tex. Case No. 02-45206) on
Jan. 14, 2003.  The Official Committee of Unsecured Creditors
retained McClain, Leppert & Maney, P.C. as counsel.  Ben B. Floyd
was named as Chapter 11 trustee.  He was represented by Floyd,
Isgur, Rios & Wahrlich, P.C., as his general bankruptcy counsel,
and Andrews & Kurth LLP as his special counsel.  The Debtor's
Second Amended Plan of Reorganization was confirmed Aug. 4, 2003,
and declared effective 10 days later.


SOUTH LAKES DAIRY: Court Approves Accord With Seley and Cargill
---------------------------------------------------------------
The Hon. W. Richard Lee of the U.S. Bankruptcy Court for the
Eastern District of California signed off on two separate
stipulations that South Lakes Dairy Farm entered into with each of
Seley Co. and Cargill Incorporated.  Both Seley and Cargill
provided livestock feed to the Debtor prior to the Petition Date.

The Seley stipulation provides that:

   1. The value of collateral securing repayment of the amounts
      owed to Seley pursuant to the Dairy Cattle Supply Lien filed
      by Seley on Aug. 13, 2012, is $0.

   2. Seley will be allowed a secured claim of $0.

   3. Seley will be allowed a claim with administrative priority
      in the amount of $20,288, of which $13,413 has been paid as
      of May 31, 2013.

   4. Seley will be allowed a general unsecured claim in the
      amount of $325,535.

   5. Seley will retain its Dairy Cattle Supply Lien with the
      priority and enforceability that existed at the time of the
      filing of the Debtor's case.

The Cargill stipulation provides that:

   1. The value of collateral securing repayment of the amounts
      owed to Cargill pursuant to the Dairy Cattle Supply Lien
      filed by Cargill on Aug. 28, 2012, is $0.

   2. Cargill will be allowed a secured claim of $0.

   3. Cargill will be allowed a general unsecured claim in the
      amount of $134,945.

    4. Cargill will retain its Dairy Cattle Supply Lien with the
       priority and enforceability that existed at the time of the
       filing of the Debtor's case.

The Dairy Cattle Supply Lien attaches only to milk or milk
products produced from the dairy cattle.

                      About South Lakes Dairy

South Lakes Dairy Farm is a California partnership engaged in the
dairy cattle4 and milking business.  The partnership filed a bare-
bones Chapter 11 petition (Bankr. E.D. Calif. Case No. 12-17458)
in Fresno, California on Aug. 30, 2012, disclosing $19.5 million
in assets and $25.4 million in liabilities in its schedules.  The
Debtor said it has $1.97 million in accounts receivable charged to
Dairy Farmers of America on account of milk proceeds, and that it
has cattle worth $12.06 million.  The farm owes $12.7 million to
Wells Fargo Bank on a secured note.

Bankruptcy Judge W. Richard Lee presides over the case.  Jacob L.
Eaton, Esq., at Klein, DeNatale, Goldner, Cooper, Rosenlieb
& Kimball, LLP, in Bakersfield, Calif., represents the Debtor as
counsel.  The Debtor tapped A&M Livestock Auction, Inc., to
auction livestock.

August B. Landis, the Acting U.S. Trustee for Region 17, appointed
seven creditors to serve in the Official Committee of Unsecured
Creditors.  The Official Committee of Unsecured Creditors tapped
Blakeley & Blakeley LLP as its counsel.


SOUTHERN MONTANA ELECTRIC: Beartooth Joins Liquidation Bid
----------------------------------------------------------
Clair Johnson at Billings Gazette reports that Beartooth Electric
Cooperative in Red Lodge has joined efforts to liquidate, rather
than re-organize, its troubled wholesale power supplier, Southern
Montana Electric Generation and Transmission Cooperative.

U.S. Bankruptcy Judge Ralph Kirscher has set a hearing on motions
to liquidate Southern for July 31 in Missoula, the report says.

According to the report, Beartooth's court notice comes after the
Unsecured Creditors Committee, represented by Harold Dye of
Missoula, filed a motion on June 27 to convert the bankruptcy to
Chapter 7 liquidation.

The next day, Southern's trustee, Lee Freeman, filed notice of a
proposed settlement between the secured noteholders and Southern.
Details of the plan are to be filed on Aug. 2, Billings Gazette
relates.

Mr. Freeman, however, and the secured noteholders each filed
separate objections to the liquidation on July 18, the report
notes.

Billings Gazette reports that Mr. Dye said in court records that
recent settlements between Southern and two former members, the
city of Great Falls and the Yellowstone Valley Electric
Cooperative, removed about 35 percent of Southern's future income
with "no realistic chance" the income could be replaced by other
sources.

Further, Mr. Dye said, there appeared to be little chance of an
agreement between Southern's noteholders, which are secured
creditors, including Prudential Insurance Co. of America and
others, and its remaining member co-ops for a payment plan the
members could afford, the report relays.

"The committee lays most of the blame for this situation on the
noteholders who seem incapable of realizing that they made a bad
loan and deal with it accordingly," Billings Gazette quotes
Mr. Dye said.

If noteholders got their demands in a confirmed plan, Mr. Dye
said, then "confirmation would be rapidly followed by the
bankruptcy of the member coops," the report adds.

Billings Gazette relates that Arleen Boyd, a Beartooth board
member, said her co-op agrees with Mr. Dye's position.

According to Billings Gazette, a proposed settlement outlined by
the trustee calls for $60 million, plus interest, to be treated as
secured Highwood debt in a reorganization plan.

The proposed settlement, Mr. Freeman said, will result in "fair
and reasonable" power rates for Southern's remaining members and
rates that are "far less" than projected rates Southern had
approved before closing the deal with noteholders in
February 2010, the report says.

Under the proposed settlement, the noteholders and Southern's
remaining members "will be treated fairly and equitably,"
Mr. Freeman said in court records, Billings Gazette reports.

                   About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serves as the Debtor's counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.

Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana,
represents the Unsecured Creditors' Committee as counsel.


SPECIALTY PRODUCTS: Seeks Direct Appeal to 3rd Circuit
------------------------------------------------------
Specialty Products Holding Corp., et al., have asked the
Bankruptcy Court for the District of Delaware to certify their
appeal from an order estimating their asbestos liabilities for
direct appeal to the United States Court of Appeals for the Third
Circuit.

On May 20, 2013, the Bankruptcy Court entered an order estimating
the amount of the Debtors' asbestos liabilities, and a related
memorandum opinion in support of the estimation order.  The
Bankruptcy Court estimated the current and future asbestos claims
associated with Bondex International, Inc. and Specialty Products
Holding at approximately $1.17 billion.  The estimation hearing
represents one step in the legal process in helping to determine
the amount of potential funding for a 524(g) asbestos trust.

On June 3, the Debtors filed a notice of appeal of the estimation
decision.

According to the Debtors, the appeal satisfies three of
independently sufficient grounds namely:

   1. certification would materially advance the progress of
      the cases, in which all parties from the beginning have
      focused on the need to obtain a proper and fair estimation
      of the Debtors' asbestos claims;

   2. the Debtors' appeal involves a question of law on which
      no controlling precedent exists, as Third Circuit precedent
      on what estimations under 11 U.S.C. Section 502(c) would
      measure arises outside of the peculiar asbestos context; and

   3. the Debtors' appeal, in seeking to correct the application
      of special rules to asbestos litigation, involves a matter
      of public importance.

Party-in-interest RPM International Inc. joined in the Debtors'
motion for certification of the estimation decision for immediate
appeal to the Third Circuit.

An Aug. 7, 2013, hearing at 10 a.m. has been set.  Objections, if
any, are due July 29, at 4 p.m.

                   Stay Pending Ruling on Appeal

Meanwhile, the Debtors also responded to the objection of the
Official Committee of Asbestos Personal Injury Claimants and the
Future Claimants' Representative to the Debtors' motion for
certification of the estimation decision, and their other motion
for stay pending the appeal.

The Debtors note that by separate objections, the ACC and the FCR
attempt to establish that the Debtors cannot meet any of the
factors courts typically consider when confronted with a motion
for stay pending appeal.  The ACC's and the FCR's arguments with
respect to each factor are groundless.

The Debtors request that the Court grant the stay motion.

RPM International also joined in the Debtors' motion for stay
pending appeal.

Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
represents RPM International Inc. as counsel.

                     About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-11780) on May 31, 2010.  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as co-
counsel.  Logan and Company is the Company's claims and notice
agent.  The Company estimated its assets and debts at $100 million
to $500 million.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.

On May 20, 2013, the Bankruptcy Court entered an order estimating
the amount of the Debtors' asbestos liabilities, and a related
memorandum opinion in support of the estimation order.  The
Bankruptcy Court estimated the current and future asbestos claims
associated with Bondex International, Inc. and Specialty Products
Holding at approximately $1.17 billion.  The estimation hearing
represents one step in the legal process in helping to determine
the amount of potential funding for a 524(g) asbestos trust.


STOCKTON, CA: Leaders Expect Bankruptcy-Exit Plan in September
--------------------------------------------------------------
Katy Stech, writing for Dow Jones Newswires' Daily Bankruptcy
Review, reported that city leaders in Stockton, Calif., who put
their struggling, 310,000-resident city in bankruptcy protection
last year expect to propose a bankruptcy-exit plan to the court
sometime in September -- with or without a debt-cutting deal from
its municipal bondholders.

                     About Stockton, Cal.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.


STREAMTRACK INC: Reports $27K Net Income in Third Quarter
---------------------------------------------------------
StreamTrack, Inc., filed its quarterly report on Form 10-Q,
reporting net income of $26,559 on $358,004 of revenue for the
three months ended May 31, 2013, compared to a net loss of
$523,905 on $509,157 of revenue for the three months ended May 31,
2012.

The Company reported a net loss of $1.8 million on $1.2 million of
revenue for the nine months ended May 31, 2013, compared with a
net loss of $891,201 on $1.1 million of revenue for the period
from incepction, Nov. 30, 2011, through May 31, 2012.

Other (expense) income for the three months ended May 31, 2013,
and May 31, 2012, totaled $586,904 and $(58,729) respectively.

The Company recorded a gain of $663,372 from the change in fair
value of derivatives in the three months ended May 31, 2013.  No
such gain was reported in the prior period.  In addition, the
Company reported a gain of $71,847 on disposal of assets in the
current period, none in the prior period.

The Company' balance sheet showed $1.2 million in total assets,
$4.0 million in total liabilities, and a stockholders' deficit of
$2.8 million.

"For the nine months ended May 31, 2013, the Company recorded a
net loss of $1,806,692.  The net loss, along with the May 31, 2013
working capital deficit of $2,343,850, indicate that the Company
may have difficulty continuing as a going concern."

A copy of the Form 10-Q is available at http://is.gd/JP0bKv

Santa Barbara, California-based SteamTrack, Inc., is a digital
media and technology services company.  The Company provides audio
and video streaming and advertising services through the
RadioLoyalty(TM) Platform to over a global group of over 1,500
internet and terrestrial radio stations and other broadcast
content providers.


SUNSHINE HOTELS: Ordered to Make Amendments to Plans
----------------------------------------------------
At a hearing held June 19, 2013, to approve the adequacy of the
Disclosure Statement filed by Sunshine Hotels, LLC (Dkt. #66), and
the Disclosure Statement filed by Sunshine Hotels II, LLC (Dkt
#68) describing each Debtors' separately filed Joint Plan of
Reorganization Dated April 30, 2013 (Dkt. #67 and #69), the U.S.
Bankruptcy Court for the District of Arizona ordered Craig Solomon
Ganz, Esq., attorney for the Debtors, to make the amendments to
both plans which incorporate the concerns of the County of San
Bernardo, CA, and Square Mile, and to upload the order approving
the disclosure statements.

David Cleary, Esq., Attorney for S2 Hospitality, LLC, and Martha
Romero, Esq., attorney for the County of San Bernardino, CA, can
sign off approving the disclosure statements as modified.

The Confirmation hearing will be set for Aug. 28, 2013 at
10:00 a.m.

As reported in the TCR on May 13, 2013, Sunshine Hotels, LLC, and
Sunshine Hotels, II, LLC's separately filed Plans will be funded
from the respective Debtors' ongoing business operations.  After
the Effective Date, the management of the Debtors will continue to
be provided by Advance Management & Investment, LLC.

Sunshine Hotels, LLC and Sunshine Hotels II, LLC sought Chapter 11
protection (Bankr. D. Ariz. Case Nos. 13-01560 and 13-01561) on
Feb. 4, 2013, in Yuma Arizona.  The Debtors' cases are jointly
administered under Case No. 13-01560.

Sunshine Hotels owns SpringHill Suites by Marriott hotel, a three-
story building with 63 suites with indoor pool, spa, meeting room
and fitness room on a 2.26-acre property in Hisperia, California.
The property is valued at $9.20 million and secures a $5.72
million debt.

Sunshine Hotels II owns the Courtyard by Marriott hotel, which has
a four-story building with 131 rooms and 4 suites with restaurant
and bar, indoor pool, conference center on a 2.74-acre property in
Hisperia, California.  The property is valued at $20.4 million and
secures a $13 million debt.

John R. Clemency, Esq., and Craig S. Ganz, Esq., at Gallagher &
Kennedy, P.A., in Phoenix, Ariz., represent the Debtors as
counsel.


SYNAGRO TECHNOLOGIES: Confirmation Hearing Set for Aug. 20
----------------------------------------------------------
Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the
District of Delaware will convene a hearing on Aug. 20, 2013 at
10:00 a.m. (Eastern), to consider approval of the disclosure
statement explaining Synagro Technologies, Inc., et al.'s First
Amended Plan of Reorganization.  Objections are due Aug. 16.

As previously reported, the Court has approved the Disclosure
Statement after determining that it contains adequate information
within the meaning of Section 1125(a) of the Bankruptcy Code.  The
Disclosure Statement order was entered over the objection of U.S.
Bank National Association, as indenture trustee for certain
revenue bonds, which complained that the Disclosure Statement and
the Plan provide broad statements regarding the Debtors'
performance of all transactions contemplated under the Plan
Support Agreement.  Moreover, U.S. Bank complained that the
Disclosure Statement did not include any indication as to whether
the reorganized Debtors will, and will cause their applicable non-
debtor affiliates to, cooperate with the Trustee and any issuers
of the Revenue Bonds in connection with any necessary or desirable
steps, if any, to confirm or maintain the tax-exempt status of the
Revenue Bonds.

The Plan is sponsored by Synagro Infrastructure Company, Inc., and
is intended to effectuate the Plan Sponsor's acquisition of the
Debtors' business in exchange for approximately $480 million,
including Cash of approximately $465 million, and the assumption
of certain liabilities.  The existing Equity Interests in Synatech
and Synagro Drilling will be cancelled.  The Synatech New Common
Stock will be issued to the Plan Sponsor, and the Drilling New
Common Stock will be issued to DrillCo.

A full-text copy of the First Amended Plan, dated July 18, 2013,
is available at http://bankrupt.com/misc/SYNAGROplan0718.pdf

A full-text copy of the First Amended Disclosure Statement, dated
July 18, 2013, is available at:

           http://bankrupt.com/misc/SYNAGROds0718.pdf

Mark S. Chehi, Esq., and Jason M. Liberi, Esq., at SKADDEN, ARPS,
SLATE, MEAGHER & FLOM LLP, in Wilmington, Delaware, and George N.
Panagakis, Esq., and Jessica S. Kumar, Esq., at SKADDEN, ARPS,
SLATE, MEAGHER & FLOM LLP, in Chicago, Illinois, represent the
Debtors.

Christopher S. Chow, Esq. -- chowc@ballardspahr.com -- at Ballard
Spahr LLP, in Wilmington, Delaware, and Vincent J. Marriott, III,
Esq. -- marriott@ballardspahr.com -- at Ballard Spahr LLP, in
Philadelphia, Pennsylvania, represent U.S. Bank.

                         About Synagro

Synagro Technologies, Inc., based in Houston, Texas, is the
recycler of bio-solids and other organic residuals in the U.S. and
is one of the largest national companies focused exclusivity on
biosolids recycling, which has a market size of $2 billion.  The
Company was formed in 1986, under the name RPM Marketing, Inc.
Synagro's corporate headquarters is currently located in Houston,
Texas but is in the process of being transferred to White Marsh,
Maryland.  The Company also has offices in Lansdale, Pennsylvania,
Rayne, Louisiana, and Watertown, Connecticut.

Synagro Technologies and 29 affiliates sought Chapter 11
protection (Bankr. D. Del. Case no. 13-11041) on April 24, 2013.

Synagro was owned by The Carlyle Group at the time of the
bankruptcy filing.  It was acquired in April 2007 by Carlyle in a
$741 million transaction.

Synagro is being advised by the law firm of Skadden Arps Slate
Meagher & Flom, along with financial adviser AlixPartners and
investment bankers Evercore Partners.  Kurtzman Carson &
Consultants serves as notice and claims agent.


SYNAGRO TECHNOLOGIES: Wants Stay Modified to Resolve Civil Action
-----------------------------------------------------------------
Synagro Technologies, Inc., and its debtor affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to modify the
automatic stay to allow Mace Contracting Corporation and Colonial
Surety Company to proceed with the prosecution of counterclaims in
an action pending in the U.S. District Court for the Southern
District of New York captioned Synagro Northeast LLC v. Mace
Contract Corp., et al., Case No. 7:12-CV-2251.

The action was filed prepetition to recover monies due Synagro
Northeast from Mace based on breach of contract and an account
stated in the sum of $137,885, and to collect the unpaid amount
from Mace's surety, Colonial, based on a payment bond issued by
Colonial.

According to the Debtors, absent an order modifying the automatic
stay, the counterclaims would be stayed, delaying the full
resolution of the civil action and entailing additional expense
for the Debtors as Mac and Colonial may seek authorization to lift
the stay or may assert set off rights with respect to any judgment
obtained by the Debtors in the civil action.

Mark S. Chehi, Esq., and Jason M. Liberi, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, in Wilmington, Delaware, and George N.
Panagakis, Esq., and Jessica S. Kumar, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, in Chicago, Illinois, represent the
Debtors.

Arthur J. Semetis, Esq., and Shannon P. Gallagher, Esq., at ARTHUR
J. SEMETIS, P.C., in New York, represent Mace.

Michael C. Delaney, Esq., at McELROY, DEUTSCH, MULVANEY &
CARPENTER, LLP, in Morristown, New Jersey, represents Colonial.

                         About Synagro

Synagro Technologies, Inc., based in Houston, Texas, is the
recycler of bio-solids and other organic residuals in the U.S. and
is one of the largest national companies focused exclusivity on
biosolids recycling, which has a market size of $2 billion.  The
Company was formed in 1986, under the name RPM Marketing, Inc.
Synagro's corporate headquarters is currently located in Houston,
Texas but is in the process of being transferred to White Marsh,
Maryland.  The Company also has offices in Lansdale, Pennsylvania,
Rayne, Louisiana, and Watertown, Connecticut.

Synagro Technologies and 29 affiliates sought Chapter 11
protection (Bankr. D. Del. Case no. 13-11041) on April 24, 2013.

Synagro was owned by The Carlyle Group at the time of the
bankruptcy filing.  It was acquired in April 2007 by Carlyle in a
$741 million transaction.

Synagro is being advised by the law firm of Skadden Arps Slate
Meagher & Flom, along with financial adviser AlixPartners and
investment bankers Evercore Partners.  Kurtzman Carson &
Consultants serves as notice and claims agent.


SYNAGRO TECHNOLOGIES: G. Villar Seeks Lift Stay Order
-----------------------------------------------------
Gerardo Villar asks the U.S. Bankruptcy Court for the District of
Delaware to lift the automatic stay to allow him to amend his
complaint to add Debtor Synagro WCWNJ, LLC, as defendant in his
complaint pending in the Superior Court of New Jersey, Law
Division, Essex County.

The complaint, filed prior to the Petition Date, alleges that
during the course of Mr. Villar's employment with DJW Transport,
Inc., he was injured, with 2010, with Synagro and Environmental
Protection & Improvement Company being among the parties
responsible for manufacturing, supplying and maintaining the
equipment that he used at the time of the accident and which
caused or contributed to the accident.

Mr. Villar is represented by Michael D. DeBaecke, Esq., and Alan
M. Root, Esq., at BLANK ROME LLP, in Wilmington, Delaware, and
Larry K. Lesnik, Esq., at NORRIS McLAUGHLIN & MARCUS, P.A., in
Bridgewater, New Jersey.

                         About Synagro

Synagro Technologies, Inc., based in Houston, Texas, is the
recycler of bio-solids and other organic residuals in the U.S. and
is one of the largest national companies focused exclusivity on
biosolids recycling, which has a market size of $2 billion.  The
Company was formed in 1986, under the name RPM Marketing, Inc.
Synagro's corporate headquarters is currently located in Houston,
Texas but is in the process of being transferred to White Marsh,
Maryland.  The Company also has offices in Lansdale, Pennsylvania,
Rayne, Louisiana, and Watertown, Connecticut.

Synagro Technologies and 29 affiliates sought Chapter 11
protection (Bankr. D. Del. Case no. 13-11041) on April 24, 2013.

Synagro was owned by The Carlyle Group at the time of the
bankruptcy filing.  It was acquired in April 2007 by Carlyle in a
$741 million transaction.

Synagro is being advised by the law firm of Skadden Arps Slate
Meagher & Flom, along with financial adviser AlixPartners and
investment bankers Evercore Partners.  Kurtzman Carson &
Consultants serves as notice and claims agent.


SYNOVUS FINANCIAL: Moody's Rates New $130MM Preferred Stock Caa1
----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 (hyb) rating to Synovus
Financial Corporation's planned issuance of $130 million of non-
cumulative perpetual preferred stock. The rating outlook is
positive. At the same time, Moody's also assigned the following
shelf ratings to Synovus' recently filed shelf registration:
senior unsecured of (P)B1, subordinate of (P)B2, cumulative
preferred stock of (P)B3, and non-cumulative preferred stock of
(P)Caa1.

Moody's said that the preferred stock and shelf ratings reflect
the rating agency's normal notching practice.

The principal methodology used in these ratings was Global Banks
published in May 2013.


TALON INTERNATIONAL: Chairman Held 10.4% Equity Stake at July 12
----------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Mark Dyne disclosed that as of July 12, 2013, he
beneficially owned 9,484,000 shares of common stock of Talon
International, Inc., representing 10.4 percent of the shares
outstanding.  Zipper Holdings, LLC, beneficially owned 8,333,333
common shares on that date.  Mr. Dyne is the 100 percent member
and sole manager of Zipper, and exercises voting and dispositive
power over the securities held by Zipper.  Mr. Dyne is also the
Chairman of the Board of Directors of the Company.  A copy of the
regulatory filing is available at http://is.gd/wFFMfB

                     About Talon International

Woodland Hills, Cal.-based Talon International, Inc. (OTC BB:
TALN) -- http://www.talonzippers.com/-- is a global supplier of
apparel fasteners, trim and interlining products to manufacturers
of fashion apparel, specialty retailers, mass merchandisers, brand
licensees and major retailers.  Talon manufactures and distributes
zippers and other fasteners under its Talon(R) brand, known as the
original American zipper invented in 1893.  Talon also designs,
manufactures, engineers, and distributes apparel trim products and
specialty waistbands under its trademark names, Talon, Tag-It and
TekFit, to more than 60 apparel brands and manufacturers including
Wal-Mart, Kohl's, J.C. Penney, Victoria's Secret, Tom Tailor,
Abercrombie and Fitch, Polo Ralph Lauren, Phillips-Van Heusen,
Reebok and Juicy Couture.  Talon has offices and facilities in the
United States, United Kingdom, Hong Kong, China, and Bangladesh.

Talon International disclosed net income of $679,347 for the year
ended Dec. 31, 2012, as compared with net income of $729,133
during the prior year.  The Company's balance sheet at March 31,
2013, showed $18.53 million in total assets, $10.17 million in
total liabilities, $24.87 million in series B convertible
preferred stock and $16.52 million total stockholders' deficit.


TALON INTERNATIONAL: Perrtech Buys 8.3 Million Common Shares
------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Perrtech Pty Limited and Leonard Frederick Milner
disclosed that as of July 12, 2013, they beneficially owned
8,333,333 shares of common stock of Talon International, Inc.,
representing 9.2 percent of the shares outstanding.  On July 12,
2013, Perrtech used $750,000 to purchase from the Company
8,333,333 shares of common stock.  A copy of the regulatory filing
is available for free at http://is.gd/eGKxkN

                      About Talon International

Woodland Hills, Cal.-based Talon International, Inc. (OTC BB:
TALN) -- http://www.talonzippers.com/-- is a global supplier of
apparel fasteners, trim and interlining products to manufacturers
of fashion apparel, specialty retailers, mass merchandisers, brand
licensees and major retailers.  Talon manufactures and distributes
zippers and other fasteners under its Talon(R) brand, known as the
original American zipper invented in 1893.  Talon also designs,
manufactures, engineers, and distributes apparel trim products and
specialty waistbands under its trademark names, Talon, Tag-It and
TekFit, to more than 60 apparel brands and manufacturers including
Wal-Mart, Kohl's, J.C. Penney, Victoria's Secret, Tom Tailor,
Abercrombie and Fitch, Polo Ralph Lauren, Phillips-Van Heusen,
Reebok and Juicy Couture.  Talon has offices and facilities in the
United States, United Kingdom, Hong Kong, China, and Bangladesh.

Talon International disclosed net income of $679,347 for the year
ended Dec. 31, 2012, as compared with net income of $729,133
during the prior year.  The Company's balance sheet at March 31,
2013, showed $18.53 million in total assets, $10.17 million in
total liabilities, $24.87 million in series B convertible
preferred stock and $16.52 million total stockholders' deficit.


TALON INTERNATIONAL: Kutula Buys 38.8 Million Common Shares
-----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Kutula Holdings Ltd. and Jean-Paul Defesche disclosed
that as of July 12, 2013, they beneficially owned 38,888,889
shares of common stock of Talon International, Inc., representing
42.8 percent of the shares outstanding.  On July 12, 2013, Kutula
used $3,500,000 to purchase from the Company 38,888,889 shares of
common stock.  A copy of the regulatory filing is available for
free at http://is.gd/xAJVFs

                     About Talon International

Woodland Hills, Cal.-based Talon International, Inc. (OTC BB:
TALN) -- http://www.talonzippers.com/-- is a global supplier of
apparel fasteners, trim and interlining products to manufacturers
of fashion apparel, specialty retailers, mass merchandisers, brand
licensees and major retailers.  Talon manufactures and distributes
zippers and other fasteners under its Talon(R) brand, known as the
original American zipper invented in 1893.  Talon also designs,
manufactures, engineers, and distributes apparel trim products and
specialty waistbands under its trademark names, Talon, Tag-It and
TekFit, to more than 60 apparel brands and manufacturers including
Wal-Mart, Kohl's, J.C. Penney, Victoria's Secret, Tom Tailor,
Abercrombie and Fitch, Polo Ralph Lauren, Phillips-Van Heusen,
Reebok and Juicy Couture.  Talon has offices and facilities in the
United States, United Kingdom, Hong Kong, China, and Bangladesh.

Talon International disclosed net income of $679,347 for the year
ended Dec. 31, 2012, as compared with net income of $729,133
during the prior year.  The Company's balance sheet at March 31,
2013, showed $18.53 million in total assets, $10.17 million in
total liabilities, $24.87 million in series B convertible
preferred stock and $16.52 million total stockholders' deficit.


THORNBURG MORTGAGE: Liberty Mutual Pays $2.1MM to Settle Row
------------------------------------------------------------
Daniel Wilson of BankruptcyLaw360 reported that Liberty Mutual
Insurance Co. agreed to a settlement of at least $2.1 million with
the trustee for bankrupt mortgage lender TMST Inc. in Maryland
bankruptcy court, mostly ending a dispute over a mortgage surety
bond indemnity agreement.

According to the report, under the terms of the settlement, filed
by TMST's Chapter 11 trustee Joel I. Sher, Liberty Mutual has
agreed to drop its bankruptcy claims against TMST and immediately
pay $2.275 million -- minus about $100,000 for previously incurred
costs and up to another $100,000 for future costs.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- was a single-family
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable
rate mortgages.  It originated, acquired, and retained investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprised of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

Thornburg Mortgage and its four affiliates filed for Chapter 11
bankruptcy (Bankr. D. Md. Lead Case No. 09-17787) on May 1, 2009.
Thornburg changed its name to TMST, Inc.

Judge Duncan W. Keir is handling the case.  David E. Rice, Esq.,
at Venable LLP, in Baltimore, Maryland, served as counsel to
Thornburg Mortgage.  Orrick, Herrington & Sutcliffe LLP served as
special counsel.  Jim Murray and David Hilty of Houlihan Lokey
Howard & Zukin Capital, Inc., served as investment banker and
financial advisor.  Protiviti Inc. served as financial advisory
services.  KPMG LLP served as the tax consultant.  Epiq Systems,
Inc., serves claims and noticing agent.  Thornburg disclosed total
assets of $24.4 billion and total debts of $24.7 billion, as of
Jan. 31, 2009.

On Oct. 28, 2009, the Court approved the appointment of Joel I.
Sher as the Chapter 11 Trustee for the Company, TMST Acquisition
Subsidiary, Inc., TMST Home Loans, Inc., and TMST Hedging
Strategies, Inc.  He is represented by his firm, Shapiro Sher
Guinot & Sandler.


TLO LLC: Seeks Continued Use of Cash Collateral Through Oct. 31
---------------------------------------------------------------
TLO, LLC, asks the U.S. Bankruptcy Court for the Southern District
of Florida, West Palm Division, to continue to use through
Oct. 31, 2013, the cash collateral on which Technology Investors,
Inc., holds a first priority lien.

The Debtor requires the continued use of the Cash Collateral for
the continued operation of its business in the ordinary course,
including payment of expenses attendant thereto.

To adequately protect TTI in connection with the Debtor's
continued use of the Cash Collateral, the Debtor offers a first
priority postpetition lien on all cash of the Debtor generated
postpetition.

A full-text copy of the Debtor's motion with accompanying budget
is available at http://bankrupt.com/misc/TLOcashcol0715.pdf

Alvin S. Goldstein, Esq., at Furr and Cohen, P.A., in Boca Raton,
Florida, represents the Debtor.

                           About TLO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the
company's headquarters in Boca Raton.  The petition was signed by
E. Desiree Asher as CEO.  Judge Paul G. Hyman, Jr., presides over
the case.  Robert C Furr, Esq., and Alvin S. Goldstein, Esq. at
Furr & Cohen serve as the Debtor's counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.

Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.


TLO LLC: Seeks Authority to Obtain $2-Mil. More in DIP Loans
------------------------------------------------------------
TLO, LLC, filed a second motion asking authority from the U.S.
Bankruptcy Court for the Southern District of Florida, West Palm
Division, to obtain additional postpetition financing.

The Debtor's current co-Chief Executive Officers are Eliza Desiree
Asher and Caroline Asher Yoost, daughters of the Debtor's deceased
founder, Hank Asher, are the makers of the DIP Loan and they have
each agreed to loan an additional $2,000,000 to the Debtor
immediately, payable interest only at 9% per annum, and will be
secured by life insurance proceeds of Mr. Asher payable to the
Debtor, along with all other assets of the Debtor.  Technology
Investors, Inc. has agreed to subordinate its loan to the loan
from the Principals.

According to the Debtor, it has an immediate need to obtain
financing to permit, among other things, the orderly continuation
of the operation of its business, to maintain business
relationships with vendors, suppliers and customers, to make
payroll, to make capital expenditures and to satisfy other working
capital and operational needs.

As previously reported, the Debtor received authority to obtain
DIP Loan from its Principals in the amount of $1,000,000, up to a
maximum of $2,000,000 in the aggregate, with interest at 9% per
annum, which DIP Loan will be secured by Mr. Asher's life
insurance proceeds, along with all other assets of the Debtor.

Alvin S. Goldstein, Esq., at Furr and Cohen, P.A., in Boca Raton,
Florida, represents the Debtor.

             Wells Fargo Objects to DIP Loan Documents

Wells Fargo Bank, N.A., objects to the form of the Super Priority
Debtor-in-Possession Credit Agreement dated May 14, 2013, to the
extent it: (i) allows the Debtor to grant a lien in favor of the
Lenders on the TLO, LLC Collateral Account; (ii) provides that the
Lenders' lien on the TLO, LLC Collateral Account primes Wells
Fargo's valid, perfected and non-avoidable lien on the TLO, LLC
Collateral Account; (iii) gives the Superpriority Claim priority
over the Wells Fargo Obligations; and (iv) allows the Debtor to
use funds in the TLO, LLC Collateral Account in a manner
inconsistent with the agreements with Wells Fargo that govern that
account.

Michael E. Demont, Esq. -- mdemont@smithhulsey.com -- and John R.
Thomas, Esq. -- jthomas@smithhulsey.com -- at Smith Hulsey and
Busey, in Jacksonville, Florida, represent Wells Fargo.

                           About TLO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the
company's headquarters in Boca Raton.  The petition was signed by
E. Desiree Asher as CEO.  Judge Paul G. Hyman, Jr., presides over
the case.  Robert C Furr, Esq., and Alvin S. Goldstein, Esq. at
Furr & Cohen serve as the Debtor's counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.

Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.


TLO LLC: Hires Lawyer for Dispute With William Price, Greencook
---------------------------------------------------------------
TLO, LLC asks the U.S. Bankruptcy Court for the Southern District
of Florida for permission to employ James F. Carroll, Esq., and
the law firm of Conrad & Scherer, LLP as special counsel to appear
on behalf of the debtor in cases in state court regarding disputes
between the Debtor, William H. Price and Greencook Management, LLC
and Ken Hunter and Gary Schultheis.

On April 3, 2013, the Debtor sued Mr. Price and Greencook for
fraud, misappropriation of the Debtor's funds, breach of contract
and breaches of fiduciary duty.

The Debtor agrees to pay for Mr. Carroll's hourly rate of $525,
plus reimbursement of actual and necessary expenses.

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

                           About TLO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the
company's headquarters in Boca Raton.  The petition was signed by
E. Desiree Asher as CEO.  Judge Paul G. Hyman, Jr., presides over
the case.  Robert C Furr, Esq., and Alvin S. Goldstein, Esq. at
Furr & Cohen serve as the Debtor's counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.

Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.


TMT USA: U.S. Trustee Appoints Creditors' Committee
---------------------------------------------------
Judy A. Robbins, U.S. Trustee for Region 4, notified the U.S.
Bankruptcy Court for the Southern District of Texas, Houston
Division, that eligible creditors of TMT USA Shipmanagement LLC,
et al., were appointed to a committee of unsecured creditors.

The Committee members are:

   1. China Shipping Car Carrier
      c/o Authorized Representative
      Interim Committee Chairman
      3rd Floor, #277 Da Lian Road
      Shanghai, PR China
      Post Code 200082
      Tel: +86-21-65967213
      Fax: +86-21-65967215
      Email: Cscc-operation@cbshipping.com

   2. Hyundai Sambo Heavy Industries Co., Ltd.
      1700 Yongdang-Ri Sambo-Eup, Youngam-Gun
      Chollanam-Do, Korea
      Tel: +82-52-250-2436
      Fax: +82-52-250-3060
      Email: insuchung@hmd.co.kr

   3. KPI Bridge Oil Limited and
      KPI Bridge Oil Singapore Pte Ltd
      c/o Jan Obel
      1 Raffles Place
      #41-02 OUB Centre Singapore 048616
      Republic of Singapore
      Tel: +65 9833 7883
      Fax: +65 6220 8155
      Email: jan.obel@kpibridgeoil.co.uk

   4. Omega Bunker S.R.L.
      c/o Mario Berghini, Finance Manager
      Via Circonvallazione
      6 30171 Venice ? Mestre, Italy
      Tel: +39 041 2380411
      Fax: +39 041 2380440
      Email: finance@omegabunker.com

   5. China Ocean Shipping Agency Shanghai
      d/b/a/ Panavico Shanghai
      c/o Tao Yangeng, Client Manager
      11F No.531 Wusong Road
      Shanghai, China
      Tel: +86 21 63231363
      Fax: +68 21 63291519
      Email: agency@penavico.sh.cn

   6. Songa Shipping Pte, Ltd.
      c/o Ms. Angie Kwek
      1 Temasek Avenue #22-05, Millenia Tower
      Singapore, 039192 Republic of Singapore
      Tel: +65 6336 3841/112
      Fax: +65 6339 0559
      Email: ak@songa.com.sg

   7. Universal Marine Service Co., Ltd.
      #330-110, Chunghak-Dong, Young Do-Gu
      Busan, Korea
      Tel: +82 51417 9837
      Fax: +82 51417 9840
      Email: supply@unimsc.kh

An alternate (non-voting) member was also appointed:

      Scandinavian Bunkering
      c/o Erik Th. Salvesen
      Ovre Langgate 50
      N-3110 Tonsberg, Norway
      Tel: +47 33 30 15 00
      Fax: +47 33 30 15 50
      Email: erik@scanb.no

The U.S. Trustee is represented by Christine A. March, Esq. --
Christine.a.march@usdoj.gov -- trial attorney, at Houston, Texas.

                          About TMT Group

Known in the industry as TMT Group, TMT USA Shipmanagement LLC and
its affiliates own 17 vessels.  Vessels range in size from
approximately 27,000 dead weight tons (dwt) to approximately
320,000 dwt.

TMT USA and 22 affiliates, including C. Ladybug Corporation,
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 13-
33740) in Houston, Texas, on June 20, 2013 after lenders seized
seven vessels.

TMT has tapped attorneys from Bracewell & Giuliani LLP and
AlixPartners as financial advisors.

On a consolidated basis, the Debtors have $1.52 billion in assets
and $1.46 billion in liabilities.

TMT already filed a lawsuit in U.S. bankruptcy court aimed at
forcing creditors to release the vessels so they can return to
generating income.


TMT USA: Lenders Object to Request for Cash Collateral Use
----------------------------------------------------------
Lenders Mega International Commercial Bank Co., Ltd., and Cathay
United Bank filed separate objections to TMT USA Shipmanagement
LLC and its affiliates' motion to use cash collateral to pay
insurance premiums.

Mega Bank states, "Continued maintenance of insurance with respect
to Mega Bank's collateral, of course, is in Mega Bank's interest;
however, Mega Bank will not consent to the use of its cash
collateral until the Debtors provide a better understanding of the
"emergency" that they have presented and why these non-debtor
affiliates are not paying their obligations, especially in light
of the decision by TMT to not include many of its non-debtor
affiliates and their vessels in their bankruptcy filings in the
United States presumably on the basis of their solvency."

Cathy states, "The Second Cash Collateral Motion nakedly seeks
such relief, however, without providing any documentation
whatsoever, in support.  Specifically, it did not include any copy
of the relevant insurance policy, invoice, notice of default, or
notice of cancellation."

A hearing on the Debtors' motion is scheduled for July 29, 2013 at
03:00 PM, before the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division.

Charles S. Kelley, Esq. -- ckelley@mayerbrown.com -- at MAYER
BROWN LLP, Houston, Texas, and Frederick D. Hyman, Esq. --
fhyman@mayerbrown.com -- and Michael F. Lotito, Esq. --
mlotito@mayerbrown.com -- at MAYER BROWN LLP, in New York, serve
as attorneys for Mega Bank.

David W. Parham, Esq., and John E. Mitchell, Esq., at BAKER &
McKENZIE LLP, in Dallas, Texas, serve as attorneys for Cathay.

                          About TMT Group

Known in the industry as TMT Group, TMT USA Shipmanagement LLC and
its affiliates own 17 vessels.  Vessels range in size from
approximately 27,000 dead weight tons (dwt) to approximately
320,000 dwt.

TMT USA and 22 affiliates, including C. Ladybug Corporation,
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 13-
33740) in Houston, Texas, on June 20, 2013 after lenders seized
seven vessels.

TMT has tapped attorneys from Bracewell & Giuliani LLP and
AlixPartners as financial advisors.

On a consolidated basis, the Debtors have $1.52 billion in assets
and $1.46 billion in liabilities.

TMT already filed a lawsuit in U.S. bankruptcy court aimed at
forcing creditors to release the vessels so they can return to
generating income.


TMT USA: Judge Clears Shipper to Restructure in Chapter 11
----------------------------------------------------------
Stephanie Gleason writing for Dow Jones' DBR Small Cap reports
that the U.S. bankruptcy case of Taiwan-based shipping company TMT
Group can proceed under Chapter 11 protection, a judge ruled
Tuesday, affirming that the case was filed in good faith.

                          About TMT Group

Known in the industry as TMT Group, TMT USA Shipmanagement LLC and
its affiliates own 17 vessels.  Vessels range in size from
approximately 27,000 dead weight tons (dwt) to approximately
320,000 dwt.

TMT USA and 22 affiliates, including C. Ladybug Corporation,
sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 13-
33740) in Houston, Texas, on June 20, 2013 after lenders seized
seven vessels.

TMT has tapped attorneys from Bracewell & Giuliani LLP and
AlixPartners as financial advisors.

On a consolidated basis, the Debtors have $1.52 billion in assets
and $1.46 billion in liabilities.

TMT already filed a lawsuit in U.S. bankruptcy court aimed at
forcing creditors to release the vessels so they can return to
generating income.


TOUSA INC: J Beck Named as Liquidation Trustee
----------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of TOUSA, Inc., et al., notified the Bankruptcy Court of the
appointment of:

         J Beck & Associates, Inc.
         433 Plaza Real, Suite 275
         Boca Raton, FL 33432
         Tel: (561) 288-0648
         Fax: (561) 948-4796
         E-mail: jbeck@becktrustee.com

as Liquidation Trustee in connection with the Amended Joint Plan
of Liquidation of the Debtors.

The Committee and the Requisite Lenders said the appointment of
J Beck is acceptable to the Plan Debtors.

The firm's professional hourly rates are:

         Jeffrey H. Beck                 $725
         Marilyn Beck                    $225

According to a Bloomberg News report, Tousa Inc. on July 12, 2013,
received court approval of a $67 million settlement with several
insurance companies allowing the former homebuilder to proceed
with an Aug. 1 confirmation hearing for approval of the
liquidating Chapter 11 plan co-proposed with the unsecured
creditors committee.  The dispute with the insurance companies
involved pre-bankruptcy fraudulent transfers where Tousa operating
subsidiaries were made liable on debts which previously hadn't
been their responsibilities.  A judgment in a separate lawsuit
finding fraudulent transfers was upheld in the U.S. Court of
Appeals in Atlanta.

Tousa's creditors sued the company's directors and officers for
authorizing the fraudulent transfers.  There were also lawsuits
with insurance companies that provided directors' and officers'
liability insurance over the question of whether there was
liability on the policies.  The insurance companies included
Federal Insurance Co., XL Specialty Insurance Co. and Zurich
American Insurance Co.

Tousa's secured lenders also sued the directors and officers, who
turned the claims over to the insurance companies.

According to Bloomberg, in settlement, the insurance companies
will pay $67 million, with $47.9 million going to creditors of the
Tousa companies that were forced to take on debt improperly.  The
first-lien lenders receive $7.66 million, while second-lien
lenders take home $11.5 million.  Some of the insurance companies
also pay $8.27 million of the directors' and officers' defense
costs.

Bloomberg relates Tousa's Chapter 11 plan has recoveries ranging
from 58 percent for senior noteholders to 5 percent for creditors
with general unsecured claims.  The plan was the result of the
decision from the appeals court in May 2012 finding banks received
fraudulent transfers exceeding $400 million.  The opinion
reinstated a ruling by U.S. Bankruptcy Judge John K. Olson which
had been set aside on the first appeal in federal district court.

Peter L. Borowitz served as mediator between the Debtors and the
creditors.

                         About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. was a leading homebuilder
in the United States.  It operated in various metropolitan markets
in 10 states located in four major geographic regions: Florida,
the Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  Richard M. Cieri, Esq., M. Natasha Labovitz,
Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in
New York, N.Y.; and Paul S. Singerman, Esq., at Berger Singerman,
in Miami, Fla., represent the Debtors in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

Daniel H. Golden, Esq., and Philip C. Dublin, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, N.Y., represent the
creditors committee.


TOUSA INC: Jefferies, Castle Creek Seek "Senior Debt" Treatment
---------------------------------------------------------------
Jefferies Leveraged Credit Products LLC and Castle Creek
Arbitrage, LLC -- on behalf of the funds it manages, holders of
claims against TOUSA Homes, Inc., an affiliate of TOUSA, Inc., et
al. -- ask the Bankruptcy Court to classify and treat their lot
option agreement claims and the model home claim as senior debt
for purposes of the liquidating plan filed in the Debtors' cases.
They argue that:

   -- the claims are obligations "assumed as the deferred purchase
      price of property" because under the agreements THI assumed
      the obligation to purchase property at a deferred future
      date;

   -- the claims are "conditional sale obligations" because the
      agreements impose numerous obligations relating to the
      conditional future sale of the lots; and

   -- the claims are obligations in respect of "debt for money
      borrowed because, as the plain language of the agreements
      and the Debtors' own admissions make clear, they were
      financings.

                         About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  Richard M. Cieri, Esq., M. Natasha Labovitz,
Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in
New York, N.Y.; and Paul S. Singerman, Esq., at Berger Singerman,
in Miami, Fla., represent the Debtors in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

Daniel H. Golden, Esq., and Philip C. Dublin, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, N.Y., represent the
creditors committee.

The unsecured creditors committee initially proposed a chapter 11
liquidating plan for Tousa.  However, the committee decided not to
pursue approval of its liquidation plan because of a pending
appeal of its fraudulent transfer action in the U.S. Court of
Appeals for the Eleventh Circuit.  In May 2012, the Court of
Appeals in Atlanta held that Tousa's bank lenders received
fraudulent transfers exceeding $400 million.

After mediation before Peter L. Borowitz, Tousa and the unsecured
creditors committee, MatlinPatterson Global Advisers and Monarch
Alternative Capital, as investment adviser to Monarch Master
Funding, collectively reached an agreement in principle on a
settlement proposal.  The proposal would form the foundation for a
joint bankruptcy-exit plan for the Debtors.

In May 2013, Tousa and the unsecured creditors committee filed a
proposed liquidating Chapter 11 plan.

On July 12, 2013, Tousa won court approval of a $67 million
settlement with several insurance companies allowing the Debtors
to proceed with an Aug. 1 hearing to confirm the plan.  The
dispute with the insurance companies involved the pre-bankruptcy
fraudulent transfers.  The insurance companies included Federal
Insurance Co., XL Specialty Insurance Co. and Zurich American
Insurance Co.

According to Bloomberg News, in settlement, the insurance
companies will pay $67 million, with $47.9 million going to
creditors of the Tousa companies that were forced to take on debt
improperly.  The first-lien lenders receive $7.66 million, while
second-lien lenders take home $11.5 million.  Some of the
insurance companies also pay $8.27 million of the directors' and
officers' defense costs.

Bloomberg relates Tousa's Chapter 11 plan has recoveries ranging
from 58 percent for senior noteholders to 5 percent for creditors
with general unsecured claims.  The plan was the result of the
decision from the appeals court in May 2012 finding banks received
fraudulent transfers exceeding $400 million.  The opinion
reinstated a ruling by U.S. Bankruptcy Judge John K. Olson which
had been set aside on the first appeal in federal district court.


TPF II LC: S&P Assigns Preliminary 'B+' Rating to $475MM Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B+'
rating and preliminary '1' recovery rating to project finance
entity TPF II LC LLC's proposed $475 million senior secured first-
lien term loan due 2019 and $20 million senior secured first-lien
revolver due 2018.  TPF II Rolling Hills LLC is co-issuer with TPF
II of the credit facilities and is joint and several obligor of
the credit facilities with TPF II.

"The 'B+' rating for TPF II's portfolio of three merchant peaking
power plants in Illinois and Ohio reflects a high debt leverage
that relies on merchant peaking energy revenues, which are
inherently volatile, but also relies favorably on PJM
Interconnection capacity market revenues that are much less risky
than energy revenues," said Standard & Poor's credit analyst Terry
Pratt.  Revenues from capacity and ancillary services provide
generally about 80% to 85% of revenue (depending on the future
year), making the credit story mostly a view of long-term PJM
capacity markets.

The portfolio has limited geographic diversity--Crete with 328
megawatts (MW), and Lincoln with 656 MW, located south of Chicago,
respectively, in the PJM-ComEd zone, and Rolling Hills with 850
MW, located in the PJM-AEP zone in southeast Ohio.  Each plant
earns the same base PJM RTO zone capacity price.

"The stable outlook reflects our view that cash flows will be
stable over the next several years based on most revenue coming
from capacity payment that are known through mid-2017 and based on
proven plant performance assumptions.  Furthermore, we think it
likely that the plants will show very low capacity factors,
further mitigating operation risk.  An improvement in the rating
would require a track record of sound operational performance,
continued comfort that quarterly covenants would not be tripped,
and lower debt at maturity in our base case -- generally around
$100 per kW -- that would come from energy revenues that well
exceed our expectations or capacity prices from mid-2017 onwards
well above $90/kW-month.  Developments that could result in a
rating downgrade would be operational problems that materially
reduce availability, much lower-than-expected energy revenue from
Rolling Hills, or debt at maturity of 2018 -- generally around the
$200/kW mark," S&P said.


TPO HESS: Wins Approval of $19.3 Million Sale
---------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that TPO Hess Holdings Inc., a printer of
commercial and educational materials, won court approval to sell
virtually all its assets to Bang Printing of Ohio Inc. for about
$19.3 million.

According to the report, U.S. Bankruptcy Judge Kevin J. Carey
granted approval of the sale at a hearing July 24 in Wilmington,
Delaware, according to court documents.  The company won court
approval of its bankruptcy plan at July 24 hearing as well.  Bang
Printing's offer "constitutes the highest and best offer" for the
assets, the judge said in court papers.

The report notes that under the company's liquidation plan second-
lien noteholders, owed about $74 million, are projected to recover
about 2 percent on their claims.  Unsecured creditors owed about
$20.2 million are projected to recover nothing.

                         About TPO Hess

Commercial and educational printer TPO Hess Holdings Inc., D.B.
Hess Co., The Press of Ohio and other affiliates sought Chapter 11
protection (Bankr. D. Del. Case No. 13-11327) on May 22, 2013, to
seek approval of a liquidation plan that contemplates the sale of
the business to Bang Printing of Ohio Inc., absent higher and
better offers.

D.B. Hess was founded 1797 in Woodstock, Illinois.  D.B. Hess and
its affiliates are now leading provider of print, related
services, and technology.  Hess ranks among the top 50 U.S.
printers and has become one of the industry's most respected low-
to-medium volume producers of commercial and educational
materials. Hess Holdings, the ultimate parent, was formed after
Wellspring Capital Management LLC and certain co-investors
acquired D.B. Hess and The Press of Ohio in 2006.

General Electric Capital Corp., already owed $13.4 million on a
prepetition revolving credit, is financing the Chapter 11 effort.


TRAVELPORT: New $120MM Credit Facility Gets Moody's B1 Rating
-------------------------------------------------------------
Moody's Investors service has assigned a B1 rating to Travelport's
$120 million super-senior revolving credit facility (RCF).

Ratings Rationale:

Assignment Of B1 to RCF

The B1 rating assigned to Travelport's $120 million RCF reflects
its contractual priority ranking in Travelport's capital
structure. The revolving credit facility will benefit from the
same guarantor and security package as the company's existing
first lien facility, however, the RCF will have a super-priority
claim in the waterfall.

Moody's expects Travelport's liquidity profile to be adequate over
the next 12 months. The company's recent refinancing has allowed
for debt maturities to be pushed significantly out, however, the
rating agency notes there is a springing maturity clause in the
first lien documentation requiring existing debt to be refinanced
or redeemed at least 91 days before maturity for the clause not to
be triggered.  Moody's expects headroom under the company's
financial covenants to remain limited.

Negative Outlook

The negative outlook essentially reflects Travelport's continued
high leverage, measured as adjusted debt/EBITDA. Whereas Moody's
would expect Travelport's operating performance to improve in
2013, a stabilization of the outlook would require Travelport to
show throughout 2013 that its capital structure is sustainable by
achieving a reduction in its leverage towards 7.0x debt/EBITDA
over time.

What Could Change The Rating Up/Down

Given Travelport's high leverage, any positive rating pressure is
unlikely in the short term. However, Moody's could stabilize the
ratings if the group succeeds in implementing the deleveraging
trend.

Conversely, negative pressure would likely be exerted on the
rating if there were no improvement in Travelport's earnings in
2013. Finally, negative pressure could also result if Travelport's
near-term liquidity were to become constrained. Given the group's
lack of near-term debt maturities, constrained liquidity would
likely result from a lack of covenant headroom on the company's
loans.

Principal Methodology

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.

Headquartered in Atlanta, Georgia, Travelport is a leading
provider of transaction processing services to the travel industry
through its global distribution system (GDS) business, which
includes the group's airline information technology solutions
business. During FY2012, the group reported revenues and adjusted
EBITDA of $2.0 billion and $513 million, respectively.


TXCO RESOURCES: Bankruptcy Court Vacates Ruling in Peregrine Suit
-----------------------------------------------------------------
Peregrine Petroleum LLC, an oil and gas exploration company with
offices in Dallas and Houston, has resolved a lawsuit filed by San
Antonio-based TXCO Resources Inc.

TXCO emerged from Chapter 11 bankruptcy in February 2010 after
selling a majority of its assets to Houston-based Newfield
Exploration Co. and The Woodlands, Texas-based Andarko Petroleum
Co.  During the bankruptcy proceedings, TXCO filed a trade secret
lawsuit against Peregrine.

The U.S. Bankruptcy Court for the Western District of Texas
initially ruled in favor of TXCO, but later vacated the ruling and
dismissed all claims against Peregrine.  The same court also
returned a $16.5 million cash deposit to Peregrine that was
ordered in the court's earlier, now-vacated ruling.

Peregrine and TXCO have amicably resolved all differences between
the companies.

                      About TXCO Resources

TXCO Resources, Inc., was a publicly traded oil and gas
exploration and production company based in San Antonio, Texas,
which, along with its subsidiaries, filed a voluntary Chapter 11
case (Bankr. W.D. Tex. Case No. 09-51807) on May 17, 2009.  Prior
to confirmation, TXCO agreed to sell most of its oil and gas
assets to Newfield Exploration Company and Anadarko E&P Company
L.P.  The sale was included in TXCO's Second Amended Plan of
Reorganization.  On Jan. 27, 2010, the Court entered an order
confirming the Plan.  On Feb. 11, 2010, the Plan became effective
and Reorganized TXCO emerged from Chapter 11.  All creditors were
paid in full, including interest and attorney's fees, and equity
holders received a distribution.  The remaining oil and gas assets
that were not transferred to Newfield or Anadarko were transferred
to the TXCO Liquidating Trust.  Newfield is the only shareholder
of record in Reorganized TXCO and the sole beneficiary of the
Liquidating Trust.


U.S. RENAL: Moody's Rates $335MM First Lien Term Loan 'Ba3'
-----------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to U.S. Renal
Care, Inc.'s proposed $335 million first lien term loan add-on due
2019 and B3 rating to its proposed $160 million second lien term
loan add-on due 2020. Proceeds will be used to acquire Ambulatory
Services of America Inc. ASA is a renal disease management company
that operates 76 outpatient dialysis centers and 38 home dialysis
programs in 13 states. Concurrently, Moody's upgraded U.S. Renal's
existing $305 million first lien term loan to Ba3 from B1 and its
$120 million second lien term loan rating to B3 from Caa1. In
addition, U.S. Renal's B2 Corporate Family Rating and B2-PD
Probability of Default Ratings are confirmed. This rating action
concludes the ratings review on U.S. Renal initiated on June 26,
2013.

The confirmation of the CFR and PDR reflect Moody's view that the
acquisition significantly improves U.S. Renal's scale and
geographic footprint. And despite an increase in financial
leverage, Moody's believes that U.S. Renal will delever to more
comfortable levels over the next 18 months

The upgrade of the company's existing term loans reflects the
company's issuance of $166 million in new senior secured Holdco
PIK notes (unrated) issued at Ranger Renal Intermediate Holdings,
Inc. The loss absorption provided by the PIK notes adds cushion to
the existing senior secured credit facilities in accordance with
Moody's loss given default methodology.

The change in outlook to negative reflects the risks associated
with U.S. Renal's significant increase in debt resulting in pro
forma debt to EBITDA leverage of 7.3 times, for the LTM period
ending March 31, 2013. Furthermore, the Center for Medicare &
Medicaid Services ("CMS") has proposed a reimbursement rate cut of
a 11.9% for fiscal 2014 that -- if fully implemented as proposed -
- would weaken cash flow metrics materially and delay U.S. Renal's
ability to delever over the next twelve to eighteen months.

The following is a summary of Moody's rating actions:

U.S. Renal Care, Inc.

Ratings assigned:

  $335 million first lien term loan due 2019 at Ba3 (LGD 2, 28%)

  $160 million second lien term loan due 2012 at B3 (LGD 2, 28%)

Ratings upgraded:

  $60 million senior secured revolving credit facility to Ba3
  (LGD 2, 28%) from B1 (LGD 3, 37%)

  $305 million senior secured first lien term loan to Ba3 (LGD 2,
  28%) from B1 (LGD 3, 37%)

  $120 million senior secured second lien term loan to B3 (LGD 5,
  77%) from Caa1 (LGD 5, 88%)

Ratings confirmed:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

Rating Rationale:

The B2 Corporate Family Rating reflects U.S. Renal's high
financial leverage, which will increase following the acquisition
of Ambulatory Services of America. Moody's estimates that the pro
form debt to EBITDA for the LTM period ending March 31, 2013 would
have approximated 7.3 times. The rating is also constrained by
Moody's expectation of modest free cash flow after considering
higher interest expense and capital spending related to
investments in newly established facilities as opposed to debt
repayment. Furthermore, the company has relatively small scale
compared to the larger players in the sector, and a high
concentration of revenue from government based programs. Moody's
notes that the ASA acquisition doubles U.S. Renal's patient scale
and provides a modest level of geographic diversification. Ratings
benefits from a stable industry profile characterized by the
increasing incidence of end stage renal disease ("ESRD") and the
medical necessity of the service provided.

If the 11.9% reimbursement rate cut as proposed by CMS were to be
implemented in fiscal 2014 as currently proposed, delaying U.S.
Renal's ability to delever, the rating could be downgraded. More
specifically, Moody's expects leverage (debt/EBITDA) to decline to
below 6.0 times over the next eighteen months. Any delay, whether
by an increase in debt financed acquisitions or shareholders
initiatives, could result in a downgrade

Although an upgrade is unlikely in the near-term, the ratings
could be upgraded should the company reduce and sustain adjusted
debt/EBITDA below 5.0 times. Additionally, for Moody's to consider
an upgrade, US Renal would need greater top line revenues along
with free cash flow to debt around 10%.

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

U.S. Renal Care, Inc. provides dialysis services to patients who
suffer from chronic kidney failure. Incorporating Ambulatory
Services of America acquisition, the combined companies provide
dialysis services through 176 outpatient facilities in 20 states.
In addition, the company provides acute dialysis services through
contractual relationships with hospitals and dialysis centers to
patients in their homes. U.S. Renal is owned by private equity
sponsors, Leonard Green & Partners, L.P., Cressey & Company, SV
Life Science and existing management.


U.S. RENAL: S&P Assigns 'B' Rating to $335MM Incremental Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
credit rating to Plano, Texas-based dialysis provider U.S. Renal
Care Inc.'s (USRC) proposed $335 million incremental first-lien
secured term loan and its 'CCC+' credit rating to USRC's proposed
$160 million incremental second-lien secured term loan.  S&P
removed its rating on USRC's existing first-lien debt from
CreditWatch and lowered it to 'B' from 'B+' because the amount of
first-lien debt will increase relative to its estimate of the
enterprise's value in the event of default.  S&P's 'B' corporate
credit rating on USRC is unchanged and the rating outlook is
negative.

S&P also assigned its '3' recovery rating to the new first-lien
debt, indicating its expectation of meaningful (50% to 70%)
recovery of principal, and its '6' recovery rating to the new
second-lien debt, indicating its expectation of negligible
(0 to 10%) recovery of principal, both in the event of payment
default.  S&P's recovery rating on the existing first-lien debt
was revised to '3' from '2', which indicated its previous
expectation of substantial (70% to 90%) recovery of principal in
the event of default.

USRC will use proceeds of the new debt, along with other funds, to
finance its acquisition of Ambulatory Services of America (ASA),
also a dialysis services provider.  Following the ASA acquisition,
USRC will operate in 19 states and Guam, serving about 14,000
dialysis patients.

"Our ratings on USRC reflect its "vulnerable" business risk
profile, distinguished by its dependence on the treatment of a
single disease, pressure from third-party payors to reduce
payments, an unfavorable payor profile with a heavy reliance on
Medicare, and still relatively small scale.  The "highly
leveraged" financial risk profile incorporates pro forma lease-
adjusted debt leverage of about 8x (including holding company
debt), including ASA's EBITDA for the past 12 months (and
adjusting for USRC's nonrecurring expenses in 2012), with
expectations for gradual deleveraging.  Our negative rating
outlook reflects the potential for leverage to remain elevated,
given the combination of higher financial risk during the upcoming
rebasing of Medicare reimbursement rates," S&P said.

RATINGS LIST

U.S. Renal Care Inc.
Corporate Credit Rating           B/Negative/--

New Ratings
U.S. Renal Care Inc.
Senior Secured Debt
$335M incremental first-lien       B
  Recovery Rating                   3
$160M incremental second-lien       CCC+
  Recovery Rating                   6

Rating Lowered/CreditWatch Action
                                    To           From
U.S. Renal Care Inc.
Senior Secured Debt
First-lien                          B            B+/Watch Neg
  Recovery Rating                    3            2


U.S. XPRESS: $250MM Sr. Notes Issuance Gets Moody's Caa1 Rating
---------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to U.S. Xpress
Enterprises, Inc.'s proposed $250 million senior secured notes due
2020. The B3 corporate family and B3-PD probability of default
ratings were affirmed. Concurrently, the stable rating outlook was
maintained.

Proceeds from the proposed notes together with a new five-year
$190 million ABL revolving credit facility (unrated) are expected
to be used to refinance the company's existing senior secured
credit facilities and securitization as well as pay transaction-
related fees and expenses. The proposed notes are expected to be
secured by a second lien on the assets that secure the ABL
revolver and will be guaranteed by domestic subsidiaries, subject
to certain exceptions.

Ratings assigned:

  Proposed senior secured $250 million senior secured notes due
  2020, Caa1 (LGD-4, 64%)

Ratings affirmed:

  Corporate family rating, B3

  Probability of default rating, B3-PD

  Existing $40 million senior secured revolving credit facility
  due 2015, B2 (LGD-3, 36%)*

  Existing $16.4 million ($16.2 million outstanding) senior
  secured term loan due 2014, B2 (LGD-3, 36%)*

  Existing $173.6 million ($168.7 million outstanding) senior
  secured term loan due 2016, B2 (LGD-3, 36%)*

* Upon completion of the proposed transaction, ratings for U.S.
Xpress' existing senior secured revolving credit facility and term
loan will be withdrawn. The assigned ratings are subject to
Moody's review of final documentation.

Ratings Rationale:

The proposed refinancing will improve the company's liquidity
position and debt maturity profile. Although total funded debt
will increase modestly pro forma for the proposed transaction, the
company should have greater effective availability under its ABL
facility due to the absence of ongoing maintenance covenants in
the proposed debt structure.

The B3 CFR continues to reflect the cyclical nature of the
truckload industry and weak credit metrics that are largely in
line with the rating category. Pro forma for the proposed
refinancing, debt/EBITDA stands at 5.8x times (on a Moody's
adjusted basis) while EBIT coverage of interest is under 1.0 time.
The B3 CFR is supported by a relatively young fleet allowing the
company to defer a portion of capital expenditures to preserve
liquidity if needed, good scale, a diverse customer base/end
markets and the expectation for further contractual rate increases
due to limited capacity in the industry. A moderate improvement in
credit metrics is expected to be attained through expense
reductions from the implementation of a Six Sigma Lean program as
well as the elimination of certain non-recurring costs which
impacted 2012 results. Fiscal 2012 results were negatively
affected by management time and effort related to the sale of the
Arnold Transportation business in early 2013 (the company retains
a minority interest) and a temporary change in the company's
operating processes. However, the B3 CFR also incorporates the
effects of the uncertain economic environment on volume growth and
the potential for elevated driver and regulatory costs to
partially offset some of the improvements expected to margin
growth going forward.

The stable rating outlook reflects Moody's expectation for modest
revenue growth in 2013, largely driven by contractual price
increases rather than volume.

The ratings could be downgraded if credit metrics weaken such that
debt to EBITDA exceeds 6.0x, or EBIT to interest declines to 0.5x.
A ratings downgrade could also result from deterioration in the
company's liquidity profile including continued negative free cash
flow generation or limited availability under the ABL facility.

The ratings could be upgraded if the company improves credit
metrics such that debt to EBITDA improves to 5.0x, EBIT to
interest is sustained above 1.5x and the company generates
positive free cash flow.

The principal methodology used in this rating was the Global
Surface Transportation and Logistics Companies published in April
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.

U.S. Xpress Enterprises, Inc., a Nevada Corporation, headquartered
in Chattanooga, Tennessee, provides truckload transportation
services in North America, including line-haul, dedicated and
inter-modal freight services. Gross revenues for the twelve months
ended March 31, 2013 totaled approximately $1.7 billion.


U.S. XPRESS: S&P Rates $250MM Senior Secured Notes 'B-'
-------------------------------------------------------
Standard & Poor's Ratings Services stated that its 'B-' corporate
credit rating and issue-level ratings on Chattanooga, Tenn.-based
US Xpress Enterprises Inc. (US Xpress) remains on CreditWatch,
where S&P placed them with negative implications on May 2, 2013.

At the same time, S&P assigned a 'B-' rating to the company's
$250 million senior secured notes due 2020, as well as a '4'
recovery rating, indicating S&P's expectation that lenders would
receive average (30%-50%) recovery of principal in a payment
default scenario.  S&P based all ratings on preliminary offering
statements, and they are subject to review of final documentation.
The company will use the notes, along with a $190 million asset-
based revolver (unrated), to refinance the existing revolver, the
securitization, and the term loan facilities.

"Standard & Poor's ratings on US Xpress reflect the company's
highly leveraged capital structure and its participation in the
intensely competitive, highly fragmented, cyclical truck-load (TL)
market," said credit analyst Anita Ogbara.  US Xpress' significant
business position as a major TL carrier with good customer, end-
market, and geographic diversity partly offsets these factors.
S&P categorizes the company's business profile as "weak," its
financial profile as "aggressive," and its liquidity as
"adequate," as defined in S&P's criteria.  Privately held US
Xpress does not release financial statements publicly.

US Xpress is the fifth-largest TL carrier, measured by revenues,
in the U.S.  It operates a fleet of approximately 6,800 tractors
and 17,000 trailers in more than 30 major terminals, primarily
located in the U.S.  Although the company maintains a sizeable
market position, it operates in a very fragmented industry, where
the top 10 TL companies account for less than 5% of the total
for-hire TL market.

Like other trucking companies, US Xpress' profitability is subject
to changes in fuel costs.  In periods of rising fuel costs, US
Xpress, similar to most other large trucking companies, has been
able to substantially mitigate the effect of higher prices through
surcharges.  However, the fuel surcharge involves a modest timing
lag after fuel prices increase or decrease.  With operating
margins in the low-single-digit percent range, profitability is on
the lower end of industry peers'.  Although new regulatory
requirements stemming from Comprehensive Safety Analysis (CSA)
2010 are increasing operating costs and wages for trucking
companies, S&P believes US Xpress is better positioned to handle
these costs than smaller carriers, which may find these costs
onerous.  As a result, S&P expects capacity to rationalize further
and pricing to continue to gradually improve.

For the 12 months ended March 31, 2013, adjusted debt (adjusted
for operating leases) to EBITDA was 7x, compared with pro forma
total debt to EBITDA of about 6x at the close of the management
buyout in October 2007.  Funds from operations (FFO) to total debt
was 19%, in line with S&P's expectations of about 20%.  Over the
next few quarters, S&P expects slow GDP growth, rising fuel costs,
and increasing wages to constrain earnings in the TL sector.
Nevertheless, S&P expects the company's earnings to benefit from
modest tonnage and pricing improvements.  Given US Xpress'
relatively young fleet, S&P also expects capital spending to
moderate this year and to remain at reduced levels in 2014.  S&P
believes these factors will result in improved credit measures
over the next couple of years, with total debt to EBITDA of about
6x and FFO to total debt in the 20% area.  S&P's ratings and
performance expectations do not incorporate any material debt-
financed acquisitions.

S&P will monitor developments in the company's refinancing and
liquidity position.  S&P could lower the ratings if US Xpress is
unsuccessful in completing the proposed transaction.
Alternatively, S&P could affirm the ratings and remove them from
CreditWatch if the company is successful in completing the
transaction and improves its liquidity position.


UNIVERSAL COMPUTER: S&P Lowers CCR to 'B'; Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Kettering, Ohio-based The Reynolds & Reynolds Co. to 'B'
from 'BB'.  The outlook is stable.  S&P subsequently withdrew the
rating on Reynolds & Reynolds.  At the same time, S&P assigned its
'B' corporate credit rating to parent Universal Computer Systems
Holding Inc. (UCS).  The outlook is stable.

At the same time, S&P assigned a 'B+' issue rating with a recovery
rating of '2' to the company's new $25 million senior secured
revolving credit facility, $550 million first-lien term loan A,
and $1.75 billion first-lien term loan B.  The recovery rating of
'2' indicates S&P's expectation for a substantial (70% to 90%)
recovery of principal in the event of payment default.  S&P also
assigned a 'CCC+' issue rating with a recovery rating of '6' to
the company's $1.1 billion second-lien term loan.  The recovery
rating of '6' indicates S&P's expectation for a negligible
(0% to 10%) recovery of principal in the event of payment default.

The company is using the loan proceeds together with $900 million
of unrated holding company (HoldCo) pay-in-kind notes, as well as
equity contribution to fund the proposed transaction, including
refinancing existing debt.

"The downgrade is based on the substantial increase in pro forma
leverage following the transaction and our expectation that the
company's leverage will remain high over the intermediate term,"
said Standard & Poor's credit analyst Katarzyna Nolan.

The ratings on UCS reflect its "fair" business risk profile and
"highly leveraged" financial risk profile, incorporating a
relatively narrow and cyclical end market, coupled with high pro
forma leverage.  Consistent profitability, positive free cash flow
generation following the transaction, and a solid market position
in the North American automobile dealer management solutions (DMS)
market are partial offsets.

UCS provides integrated software and services to the automobile
dealer management industry in North America.  The company's
products enable automobile dealers to manage a comprehensive array
of functions, including customer relationships, finance and
accounting, inventory levels, and enterprise resource planning.

The stable outlook reflects USC's highly recurring revenue base,
consistent profitability, and ability to generate FOCF.  S&P
expects the company to continue generating modest levels of FOCF,
despite a cyclical nature of the auto industry.

An upgrade is unlikely in the near term given its highly leveraged
capital structure.

S&P could consider a downgrade if UCS experiences higher-than-
expected customer losses, leading to a profitability decline, or
pursues more aggressive financial policies that lead to debt-to-
EBITDA sustained in the mid-8x area or covenant headroom declining
to below 15%.


USA BROADMOOR: Files Proposed Reorganization Plan
-------------------------------------------------
USA Broadmoor LLC filed with the U.S. Bankruptcy Court for the
Middle District of Florida a Plan of Reorganization and Disclosure
Statement, essentially contemplating the continued operation of
the Debtor.

The Plan provides for the classification and treatment of claims
against and interest in the Debtor.  Claim 1 Priority Claims will
be paid in full.  Claim 2 Wells Fargo Secured Claim will have a
$12 million unpaid principal balance of the Note on the Plan
Effective Date.  Interest will accrue on the Principal Balance
outstanding at the rate of 175 basis points of the 10-year
treasury rate until the earlier of four years after the Plan
Effective Date.

On the Claim 3 Guardian Secured Claim, Class 4 Challenger Pools
Secured Claim, Claim 5 All Saints Secured Claim, and Class 6
Superior Seal Secured Claim, the Debtor will make payment
installments for 48 months.  On Class 7 Other Secured Claims, the
Debtor will surrender to all Class 7 Claimholders all Collateral
securing all Class 7 Claims in full satisfaction of those Claims.

The Reorganized Debtor will pay, on four successive years, 10% of
Allowed Class 8 Unsecured Claims.  It will pay the balance of the
Allowed Class 8 Claims by the Maturity Date.  Holders of Allowed
Class 9 Membership Interests will retain their Membership
Interests.

A copy of the Disclosure Statement dated July 9, 2013 is available
for free at http://bankrupt.com/misc/USABROADMOOR_DSJul9.pdf

Hugh L. Caraway, Jr., chief executive officer, signed the Plan.

Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser,
P.A., represents USA Broadmoor LLC.

                        About USA Broadmoor

USA Broadmoor, LLC, filed a Chapter 11 petition (Bankr. M.D. Fla.
Case No. 13-04880) on April 16, 2013.  The petition was signed by
Hugh L. Caraway, chief executive officer of Internacional Realty,
Inc., member.  The Debtor estimated assets and debts of at least
$10 million, respectively.  Judge Michael G. Williamson presides
over the case.  The Debtor is represented Stichter Riedel Blain &
Prosser, P.A.


VERTIS HOLDINGS: World Graphic to Help Pursuing Insurance Claim
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Vertis Holdings, Inc. et al., to expand the scope of employment of
World Graphic Services as consultant to the Debtors; and approved
addendum No. 1 to independent contractor agreement in connection
therewith.

According to the Debtor, World Graphic concluded providing
services under the independent contractor agreement with the
closing of the sale of substantially all of the Debtors' assets to
Quad/Graphics Marketing, LLC.

World Graphics' additional services will include assisting the
Debtors in filing (including amendments or supplements), and
prosecuting any insurance claims relative to the fire that damaged
a facility of the Debtors located at 7619 Doane Drive, Manassas,
Virginia.

                          About Vertis

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanley Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.

On Jan. 16, 2013, Quad/Graphics completed the acquisition of
Vertis Holdings for a net purchase price of $170 million.  This
assumes the purchase price of $267 million less the payment of
$97 million for current assets that are in excess of normalized
working capital requirements.


VILLAGIO PARTNERS: Chapter 11 Reorganization Case Closed
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas
entered on June 28, 2013, a final decree closing the Chapter 11
cases of Villagio Partners, Ltd., et al.

The Debtors won confirmation of their First Amended Joint Plan of
Reorganization on June 6.  Pursuant to the Plan, each of the
Debtors' assets will vest in that Debtor on the Plan Effective
Date.

The Debtors have said in court papers that all potential claims
objections were resolved prior to confirmation of the First
Amended Plan, and there is no avoidance litigation to be initiated
by any of the Debtors.

                   About Villagio Partners et al.

Villagio Partners Ltd., along with six affiliates, filed separate
Chapter 11 petitions (Bankr. S.D. Tex. Case Nos. 12-35928,
12-35930 to 12-35932, 12-35934, 12-35936 and 12-35937) in Houston
on Aug. 6, 2012.  The affiliated debtors are Compass Care Holdings
Ltd., Cinco Office VWM, Greens Imperial Center, Inc., Marcel
Construction & Maintenance, Ltd., Tidwell Properties, Inc., and
Research-New Trails Partners, Ltd.

The Debtors are engaged primarily in the business of owning and
operating commercial retail shopping centers and offices.  The
Debtors' commercial real properties are located in and around the
Houston Metropolitan area, including Katy, Humble and The
Woodlands.

The petitions were signed by Vernon M. Veldekens, CEO for The
Marcel Group.  The Marcel Group -- http://www.themarcelgroup.com/
-- is an integrated commercial real estate firm specializing in
development, construction, design, engineering, master planning,
leasing and property management.

Village Partners, a Single Asset Real Estate as defined in
11 U.S.C. Sec. 101(51B), estimated assets and debts of at least
$10 million.  It says that a real property in Katy, Texas, is
worth $24.6 million.

Bankruptcy Judge Marvin Isgur presides over the cases.

Simon Richard Mayer, Esq., and Wayne Kitchens, Esq., at Hughes
Watters Askanase, LLP, in Houston, represent the Debtors as
counsel.


VPR CORP: Texas Judge Clears to Auction Oil and Gas Wells
---------------------------------------------------------
Katy Stech writing for Dow Jones' DBR Small Cap reports that
executives at VPR Corp., which drills for oil and natural gas
throughout Oklahoma and New Mexico, got permission from a
bankruptcy judge to auction its business as they try to pay back
some of its at least $95 million in debt.

                        About VPR Operating

VPR Operating, LLC, and three related entities sought Chapter 11
protection (Bankr. W.D. Tex. Lead Case No. 13-10599) in Austin
on March 29, 2013.  Brian John Smith, Esq., at Patton Boggs LLP,
serves as the Debtor's counsel.  Judge Craig A. Gargotta presides
over the case.

The Debtor disclosed $13,400,000 in assets and $11,119,045 in
liabilities as of the Chapter 11 filing.

Privately owned VPR is an oil and gas company focused on acquiring
and developing assets in the domestic onshore basins of the United
States.  It has 53 producing wells, which generate revenue of
approximately $375,000 per month on average after royalty
payments.  VPR was founded in 2008, and maintains producing oil
and gas properties in Oklahoma and New Mexico.

The U.S. Trustee appointed five entities to an official committee
of creditors.  Kell C. Mercer, Esq., at Brown McCarroll, L.L.P.
represents the Official Committee of Creditors.


W.R. GRACE: Reports $82.8-Mil. Net Income in Second Quarter
-----------------------------------------------------------
W. R. Grace & Co. on July 25 reported second quarter net income of
$82.8 million, or $1.07 per diluted share.  Net income for the
prior-year quarter was $69.3 million, or $0.90 per diluted share.
Adjusted EPS was $1.12 per diluted share compared with $1.14 per
diluted share in the prior-year quarter.

"Earnings for the quarter came in as expected," said Fred Festa,
Grace's Chairman and Chief Executive Officer.  "Materials
Technologies and Construction Products had solid quarters,
benefiting from good growth in emerging regions and strong pricing
and margins.  In Catalysts Technologies, the customer operational
issues that impacted the first quarter were successfully resolved.
However, our refinery catalyst pricing initiative has not produced
the results we wanted, with negative effects to our sales and
earnings outlook in the second half."

Second Quarter Results

Second quarter net sales of $802.8 million decreased 2.9 percent
compared with the prior-year quarter.  The decrease was due to
lower pricing (-2.5 percent) and unfavorable currency translation
(-1.5 percent), partially offset by higher sales volumes (+1.1
percent).  Base pricing increased compared with the prior-year
period, but was more than offset by lower rare earth surcharges.

Gross profit of $303.3 million decreased 0.3 percent compared with
the prior-year quarter primarily due to lower sales, partially
offset by lower raw material and manufacturing costs.  Gross
margin was 37.8 percent, an increase of 100 basis points compared
with the prior-year period.

Adjusted EBIT of $142.1 million decreased from $143.6 million in
the prior-year quarter due to lower gross profit and higher
operating expenses, partially offset by higher earnings from the
Advanced Refining Technologies (ART) joint venture.  Adjusted EBIT
margin of 17.7 percent increased 30 basis points compared with the
prior-year quarter.

Adjusted EBIT Return On Invested Capital was 33.6 percent on a
trailing four-quarter basis, a decrease of 250 basis points from
the prior-year quarter, primarily reflecting lower earnings in
Catalysts Technologies for the trailing four-quarter period.

Six Month Results

Sales for the six months ended June 30, 2013, decreased 4.3
percent to $1.513 billion as lower pricing (-3.7 percent) and
unfavorable currency translation (-1.2 percent) partially were
offset by higher sales volumes (+0.6 percent).

Gross profit of $567.1 million decreased 2.4 percent compared with
the prior-year period primarily due to lower sales and unfavorable
currency translation partially offset by lower raw material and
manufacturing costs.  Gross margin of 37.5 percent increased 70
basis points compared with the prior-year period.

Adjusted EBIT was $247.0 million compared with $254.9 million in
the prior-year period. The decline was due to lower gross profit,
partially offset by higher earnings from the ART joint venture.
Adjusted EBIT margin of 16.3 percent increased 20 basis points
compared with the prior-year period.

Grace Catalysts Technologies

Sales down 11.5 percent; segment operating income down 6.5 percent

Second quarter sales for the Catalysts Technologies operating
segment, which includes specialty catalysts and additives for
refinery, plastics and other chemical process applications, were
$290.9 million, a decrease of 11.5 percent compared with the
prior-year quarter.  The decrease primarily was due to lower
pricing (-9.4 percent), lower sales volumes (-1.5 percent) and
unfavorable currency translation (-0.6 percent). The decrease in
pricing was attributable to lower rare earth surcharges.  The
decrease in sales volumes was primarily due to the scheduled
conclusion of a multi-year toll manufacturing contract for a
polyolefin catalyst customer, partially offset by higher chemical
catalyst sales volumes.  Refinery catalyst sales volumes were
unchanged.

Segment gross margin was 42.0 percent, an increase of 160 basis
points compared with the prior-year quarter.  The increase in
gross margin primarily was due to lower raw material and
manufacturing costs which more than offset lower pricing and sales
volumes.

Segment operating income was $93.8 million compared with $100.3
million in the prior-year quarter, a 6.5 percent decrease
primarily due to lower gross profit, partially offset by higher
earnings from the ART joint venture.  Segment operating margin was
32.2 percent, an increase of 170 basis points compared with the
prior-year quarter.

In March 2013, Grace announced a 10 percent increase to the base
prices of its refining catalysts, as contract terms allow.  The
company undertook this pricing initiative with the objective of
increasing the returns in its refining catalyst business to
support continued investments in new product development,
technical service and manufacturing capability.  During the second
quarter, Grace achieved certain of its objectives for this
initiative, but the overall results were well below expectations.
Grace has lost about $60 million in annualized sales volumes due
to industry response to the pricing initiative, significantly
greater than was forecast.  The company will continue to pursue
the announced base price increases as industry conditions allow,
although significant benefits are not expected until 2014.

In addition, Grace is announcing that it will permanently close
its 35,000 metric ton silica sol refining catalyst manufacturing
capacity in the 2013 third quarter.  Silica sol catalysts have
been in use since the late 1970s and are at the end of their
technical and economic life. Grace's current silica sol customers,
who represent about 1% of total refining catalyst sales, will be
transitioned to Grace's industry-leading alumina-based technology.
Grace expects to record a non-cash charge of $3-$4 million during
the third quarter related to the net book value of its silica sol
manufacturing assets.

Grace Materials Technologies

Sales up 2.0 percent; segment operating income down 3.4 percent

Second quarter sales for the Materials Technologies operating
segment, which includes engineered materials for consumer,
industrial, coatings and pharmaceutical applications, and
packaging technologies, were $228.7 million, an increase of 2.0
percent compared with the prior-year quarter.  The increase was
due to improved pricing (+2.5 percent) and higher sales volumes
(+1.8 percent), which offset unfavorable currency translation (-
2.3 percent).

Sales in emerging regions increased 4.5 percent compared with the
prior-year quarter due to strong growth in emerging Asia.  Sales
in advanced regions increased 0.2 percent compared with the prior-
year quarter.  Sales of packaging technologies products,
particularly can sealants, were unfavorably impacted by lower
demand for canned beverages due to wet weather in North America.

Segment gross margin was 33.7 percent, an increase of 20 basis
points compared with the prior-year quarter.  Gross margin for the
first half of the year was on-target at over 34 percent.

Segment operating income was $44.8 million compared with $46.4
million in the prior-year quarter, a 3.4 percent decrease
primarily due to the timing of certain annual operating expenses
and unfavorable currency costs.  Segment operating margin was 19.6
percent, a decrease of 110 basis points compared with the prior-
year quarter.  Segment operating margin for the first half of the
year was on-target at over 20 percent.

Grace Construction Products

Sales up 3.4 percent; segment operating income up 27.6 percent

Second quarter sales for the Construction Products operating
segment, which includes Specialty Construction Chemicals (SCC)
products and Specialty Building Materials (SBM) products used in
commercial, infrastructure and residential construction, were
$283.2 million compared with $273.8 million in the prior-year
quarter.  The sales increase was due to higher sales volumes (+3.6
percent) and improved pricing (+1.8 percent), which more than
offset unfavorable currency translation (-2.0 percent).

Sales in the emerging regions, which represented 35.9 percent of
sales, increased 11.5 percent primarily due to strong sales in
emerging Asia.  Sales in North America, which represented
approximately 40 percent of sales, were unchanged.  Western
Europe, which represented approximately 14 percent of sales,
declined 4.1 percent compared with the prior-year quarter.  Across
all regions, sales of SCC products increased 1.4% and sales of SBM
products increased 8.4%.

Segment gross margin of 36.8 percent improved 170 basis points
compared with the prior-year quarter.  The increase in gross
margin primarily was due to improved pricing and higher sales
volumes.

Segment operating income was $45.3 million compared with $35.5
million for the prior-year quarter, a 27.6 percent increase
primarily due to higher gross margin and lower operating expenses.
Segment operating margin improved to 16.0 percent, an increase of
300 basis points compared with the prior-year quarter.

Other Expenses

Total corporate expenses were $23.7 million for the second
quarter, an increase of approximately $2 million primarily due to
the timing of certain expenses in 2012 and 2013.

Defined benefit pension expense for the second quarter was $18.1
million compared with $16.8 million for the prior-year quarter.

Interest expense was $10.9 million for the second quarter compared
with $11.3 million for the prior-year quarter.  The annualized
weighted average interest rate on pre-petition obligations for the
second quarter was 3.5 percent.

Income Taxes

Income taxes were recorded at a global effective tax rate of
approximately 34 percent before considering the effects of certain
non-deductible Chapter 11 expenses, changes in uncertain tax
positions and other discrete adjustments.

Grace generally has not had to pay U.S. Federal income taxes in
cash in recent years since available tax deductions and credits
have fully offset U.S. taxable income.  Grace expects to generate
significant U.S. Federal net operating losses upon emergence from
bankruptcy.  Grace generally does pay cash taxes in foreign
jurisdictions and in a limited number of states.  Income taxes
paid in cash, net of refunds, were $26.9 million during the six
months of 2013, or approximately 13 percent of income before
income taxes.

Cash Flow

Net cash provided by operating activities for the first six months
of 2013 was $170.3 million compared with $119.7 million in the
prior-year period.  The increase primarily resulted from lower
accelerated defined benefit pension plan contributions and
improved working capital performance.

Adjusted Free Cash Flow was $157.0 million for the six months of
2013 compared with $146.6 million in the prior-year period.  The
year-over-year increase primarily was due to improved working
capital performance.

Pension Accounting Change

Grace has elected to change its method of accounting for deferred
actuarial gains and losses relating to its global defined benefit
pension plans to a more preferable method under U.S. generally
accepted accounting principles (GAAP).  This accounting method,
referred to as mark-to-market accounting, will be adopted in the
2013 fourth quarter and will be retrospectively applied to the
company's financial results for all periods to be presented in its
annual report on Form 10-K for the year ended December 31, 2013.
This change will not affect 2013 third quarter results when
initially reported.

Under this new method of accounting, the company expects its 2013
defined benefit pension expense to be lower than under the current
accounting method by approximately $45 million (before the effects
of the annual mark-to-market adjustment in the fourth quarter) due
to the elimination of the amortization of deferred gains and
losses.  The annual fourth quarter mark-to-market adjustment will
be excluded from the company's non-GAAP Adjusted EBIT earnings
measure.

Grace believes that the mark-to-market accounting method is
preferable as it better aligns the economics of the defined
benefit pension plans with their accounting measures, eliminates
delays in recognizing gains and losses within operating results,
and improves transparency within Grace's operating results by
immediately recognizing the effects of economic and interest rate
trends on plan investments and assumptions in the year these gains
and losses are actually incurred.

2013 Outlook

As of July 25, 2013, Grace expects 2013 Adjusted EBIT to be in the
range of $560 million to $570 million, and Adjusted EBITDA to be
in the range of $685 million to $695 million.

The following updated assumptions are components of Grace's
updated 2013 outlook:

-- Consolidated sales of approximately $3.1 billion, including
sales headwinds of approximately $130 million from lower rare
earth surcharges and unfavorable currency translation.

-- Lower sales in Catalysts Technologies primarily due to lower
sales volumes and lower base pricing than previously expected,
resulting in lower segment operating income of approximately $35
million.

-- Lower pension expense of approximately $45 million resulting
from the company's 2013 fourth quarter adoption of mark-to-market
pension accounting,

Chapter 11 Proceedings

On April 2, 2001, Grace and 61 of its United States subsidiaries
and affiliates, including its primary U.S. operating subsidiary,
W. R. Grace & Co.-Conn., filed voluntary petitions for
reorganization under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware in order to resolve Grace's asbestos-related liabilities.

On January 31, 2011, the Bankruptcy Court issued an order
confirming Grace's Joint Plan of Reorganization.  On January 31,
2012, the United States District Court issued an order affirming
the Joint Plan, which was reaffirmed on June 11, 2012, following a
motion for reconsideration.  Four parties have appeals pending
before the U.S. Court of Appeals for the Third Circuit.  Oral
arguments for these appeals were heard by a Third Circuit panel of
judges on June 17, 2013.

The timing of Grace's emergence from Chapter 11 will depend on a
favorable ruling by the Third Circuit court and the satisfaction
or waiver of the remaining conditions set forth in the Joint Plan.
The Joint Plan sets forth how all pre-petition claims and demands
against Grace will be resolved.  See Grace's most recent periodic
reports filed with the SEC for a detailed description of the Joint
Plan.
                        About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


WALTER ENERGY: Liquidity Concern Cues Moody's to Cut CFR to Caa1
----------------------------------------------------------------
Moody's Investors Service downgraded Walter Energy Inc.'s long-
term ratings, including the Corporate Family Rating to Caa1 from
B2, and affirmed the short-term liquidity rating at SGL-4. The
downgrade was prompted by continued deterioration in market
fundamentals for metallurgical coal, increasing evidence that the
market will remain oversupplied for at least several quarters, and
potential liquidity concerns in such a scenario. These market-
related factors outweigh the positive steps taken recently by the
company to idle high-cost production, lower costs at key mines,
and improve financial flexibility. The rating outlook is stable.

"The recent amendment to the company's credit agreement alleviates
near-term covenant compliance issues, but its structure prevents
the company from using most of its revolving credit commitment
without prompting additional lender negotiations and in light of
recent worsening in market conditions the effective liquidity
cushion is not sufficient to maintain the existing ratings," said
Ben Nelson, Moody's Assistant Vice President and lead analyst for
Walter Energy.

Issuer: Walter Energy, Inc.

Corporate Family Rating, Downgraded to Caa1 from B2;

Probability of Default Rating, Downgraded to Caa1-PD from B2-PD;

Speculative Grade Liquidity Rating, Affirmed SGL-4;

$375 million Senior Secured Revolving Credit Facility due 2016,
Downgraded to B2 (LGD3 31%) from Ba3;

$657 million Senior Secured Term Loan A due 2016, Downgraded to B2
(LGD3 31%) from Ba3;

$978 million Senior Secured Term Loan B due 2018, Downgraded to B2
(LGD3 31%) from Ba3;

$500 million Senior Unsecured Notes due 2020, Downgraded to Caa2
(LGD5 83%) from B3;

$450 million Senior Unsecured Notes due 2021, Downgraded to Caa2
(LGD5 83%) from B3;

Outlook, Stable

Moody's expects the metallurgical coal industry will remain weak
in the near-term following substantive deterioration in recent
months. Benchmark pricing for low-volatility hard coking coal have
fallen dramatically to $145/tonne for third quarter deliveries
from $172/tonne for second quarter deliveries. While some domestic
and international producers have announced production cuts, the
net impact on the global market is modest and the anticipated
supply/demand balance is unlikely to support meaningful price
improvement in the near-term. Domestic met coal producers reliant
on exports remain disadvantaged in the global seaborne market and,
in part due to debt-funded acquisitions near the peak of the
market in early 2011, remain particularly vulnerable to the
extending trough cycle environment.

Moody's believes that the structure of the credit agreement
amendment leaves the company with only a modest effective
liquidity cushion in an environment in which it will be difficult
to avoid cash burn. Moody's views the company as capable of
generating $100-$250 million of EBITDA in the current pricing
environment with well over $300 million required to fund cash
interest and maintenance capital. The company may be able to avoid
cash burn over the next few quarters by managing its cost
structure and reducing high inventories in western Canada, but
fundamentally an improvement in pricing is necessary to avoid cash
burn. Lenders have imposed through the amendment a minimum
liquidity requirement of $225 million that reduces the company's
revolver availability to about $99 million from $324 million
which, combined with $236 million of balance sheet cash, results
in an effective liquidity cushion of $335 million on a pro forma
basis at March 31, 2013. This effective liquidity cushion is quite
modest relative to Moody's view of the company's operating
prospects and compared to many of its rated peers. In addition,
notwithstanding a covenant holiday that assuages near-term
concerns about covenant violations, compliance could become an
issue once again upon the resumption of testing in the second
quarter of 2014. These factors drive the negative rating actions.

Ratings Rationale:

The Caa1 CFR reflects the difficulties of operating in an
extending trough cycle environment with a highly-leveraged balance
sheet and a modest effective liquidity cushion. The rating is also
constrained by reliance on a few key mines for the majority of
earnings and cash flow and very weak credit measures. The value of
the company's metallurgical coal assets in Alabama, potential to
generate strong earnings and cash flow on a mid-cycle basis, and
recent steps taken to improve liquidity support the rating.

The stable outlook reflects the view that market conditions will
not worsen meaningfully. Moody's could downgrade the rating with
further deterioration in market conditions, expectations for more
substantive erosion in the company's cash position, or heightened
concerns related to an upcoming loan amortization in 2015. Moody's
could upgrade the rating with an improved liquidity position and
evidence of positive momentum in the met coal market.

The principal methodology used in this rating was the Global
Mining Industry Methodology published in May 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.

Walter Energy, Inc. is primarily a metallurgical coal producer
with additional operations in metallurgical coke, steam and
industrial coal, and natural gas. Headquartered in Birmingham,
Alabama, the company generated $2.3 billion in revenue for the
twelve months ended March 31, 2013.


WOODSIDE HOMES: Fitch Assigns 'B' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has assigned the following rating for Woodside Homes
Company, LLC:

-- Issuer Default Rating (IDR) 'B'.

The Rating Outlook is Stable.

Additionally, Fitch also expects to assign a 'B/RR4' rating to
Woodside's proposed issuance of $200 million senior unsecured
notes due 2021. Proceeds from the notes issuance will be used to
redeem all of the company's $127.7 million 9.75% senior secured
notes due 2017.

Key Rating Drivers

The ratings and Outlook for Woodside reflect the company's
execution of its business model in the current housing
environment, improving financial and operating results, customer
and price point diversity, adequate liquidity position, and the
cyclically improving industry outlook for 2013 and 2014. While the
company has an established presence in Arizona, Nevada, Texas and
Utah, the company's operations remain heavily weighted to
California, albeit spread out through a variety of submarkets.

Woodside emerged from bankruptcy at the end of 2009 with a new
senior management team and successfully recapitalized its balance
sheet during the third quarter of 2012. The company raised $127.7
million of debt and $75 million of equity last year. Proceeds from
these transactions were used in part to repay existing debt and to
fund the company's land and development spending.

The Industry

The housing recovery should advance this year and next with a
continued, below-trend-line, cyclical rise off a very low bottom.
In a slowly growing economy with somewhat diminished distressed
home sales competition, less-competitive rental cost alternatives,
local permitting delays, labor imbalances, developed lots less
readily available, and new home inventories near historically low
levels, 2013 single-family starts should improve about 18%, while
new home sales increase 24% and existing home sales grow 7.5%.
Multifamily starts should gain almost 25%.

For 2014, total housing starts are projected to expand 18% to 1.1
million as single-family starts advance 22% and multifamily starts
gain 9%. New home sales should improve 24%, while existing home
growth should moderate in volume to 5%.

However, there are still challenges facing the housing market that
are likely continue to moderate the early stages of this recovery.
Realized demand will continue to be affected by some narrowing of
affordability, relatively widespread negative equity, challenging
mortgage qualification standards, lot shortages, materials and
labor costs pressuring home prices, and excess supply due to
foreclosures in certain markets. As Fitch has noted in the past,
recovery will occur in fits and starts.

Liquidity

Woodside currently has adequate liquidity, with $44.4 million of
unrestricted cash on the balance sheet as of March 31, 2013. On a
proforma basis assuming the company completes the proposed $200
million offering and redeems its existing $127.7millionsenior
secured notes, unrestricted cash as of March 31, 2013 would have
been $105.5 million.

The company also currently expects to enter into a new $45 million
3-year secured revolving credit facility (with an accordion
feature to increase the facility up to $100 million) to support
working capital needs and enhance its liquidity position.

Fitch believes that the proposed notes issuance and the new
revolving credit facility provide the company with adequate
liquidity to increase its land and development spending this year.
Fitch currently projects the company will be cash flow negative by
approximately $100 million to $150 million during 2013.

Management Strategy

Following its emergence from bankruptcy, the management team
focused on the company's core homebuilding operations and
transitioned from a national builder to a western regional
homebuilder, with operations in California, Nevada, Arizona, Utah
and Texas. As part of this process, the company sold projects and
land holdings in 5 Eastern Divisions in the states of Florida and
Minnesota and in metropolitan Washington DC.

Woodside has a relatively heavy exposure to California, albeit
spread out through a variety of submarkets. The state of
California represented roughly 55% of latest-twelve-month closings
ending March 31, 2013. Fitch expects the reliance on California
will remain material in the near to intermediate term, although
its significance is expected to diminish slightly as the company's
land acquisitions of 2012 and purchases in 2013 and 2014 are
projected to be weighted more heavily to markets outside
California.

As of March 31, 2013, Woodside controlled 6,867 lots, of which
5,547 (80.8%) were owned and 1,320 (19.2%) were controlled through
options. On a trailing twelve-month basis, Woodside controlled 5.1
years of land and owned roughly 4.1 years of land.

Improving Financial Results

The company's financial results and credit metrics improved in
2012 relative to 2011 levels. Woodside reported a 43.9% increase
in home closings during 2012 and homebuilding revenues grew 44.4%
compared to 2011. Home closings for the first half of 2013 grew
28.6% while net sales (orders) improved 14.3% compared with the
first half of 2012. The company also reported improvement in net
sales year-over-year in each of the last eight quarters,
contributing to a 29.1% increase in homes in backlog at June 30,
2013 compared with year earlier levels.

Leverage as measured by debt to EBITDA (calculated by Fitch)
improved to 4.7x at the end of 2012 from 10.4x at year-end 2011
while interest coverage advanced to 2.3x during fiscal 2012 from
0.9x during fiscal 2011. Fitch expects these credit metrics will
improve slightly during 2013.

Rating Sensitivities

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company specific activity, such as trends
in land and development spending, general inventory levels,
speculative inventory activity (including the impact of high
cancellation rates on such activity), gross and net new order
activity, debt levels, free cash flow trends and uses, and the
company's cash position.

The Outlook or rating for Woodside could be raised in the next 12
months if the company performs in line with Fitch's expectations
(including leverage in the 4.0x-4.5x range and interest coverage
at or above 3x), the various housing metrics are trending towards
our macro forecast and the company has liquidity (combination of
cash and revolver availability) of at least $75 million.

Negative rating actions could occur if the recovery in housing
dissipates; revenues fall in the 15%-20% range; and Woodside
maintains an overly aggressive land and development spending
program. This could lead to consistent and significant negative
quarterly cash flow from operations and meaningfully diminished
liquidity position (below $40 million).

The 'RR4' Recovery Rating (RR) on the company's unsecured debt
indicates average recovery prospects for holders of these debt
issues. Woodside's exposure to claims made pursuant to performance
bonds and joint venture debt and the possibility that part of
these contingent liabilities would have a claim against the
company's assets were considered in determining the recovery for
the unsecured debt holders. Fitch applied a liquidation value
analysis for these RRs.


WORLD IMPORTS: Can Use Cash Collateral Thru Aug. 2
--------------------------------------------------
The Honorable Stephen Raslavich entered a second interim order
approving a cash collateral use stipulation by World Imports, Ltd,
et al., with PNC Bank, National Association, and PNC Equipment
Finance, LLC.

Under the stipulation, the Banks consent to the Debtors' use of
the cash collateral to pay approved expenses set forth in a
prepared budget through Aug. 2, 2013 at 5:00 p.m.  The Debtors may
exceed the approved expenses in the budget by an amount not to
exceed, on a weekly basis, either (a) 5% of the aggregate amount
of Approved Expense for that week, or (b) as otherwise agreed to
among the Debtors and Banks.

As adequate protection for any diminution in the value of the
Prepetition Liens in favor of the Banks, the Banks are granted
replacement liens on and security interests in all of the Debtors'
property.

A copy of the Budget is available for free at:

    http://bankrupt.com/misc/WORLDIMPORTS_BudgettruAug16.pdf

A further hearing on the Cash Collateral Use will be held on
July 31, 2013.

John E. Kaskey, Esq., at BRAVERMAN KASKEY PC, serves as counsel
for World Imports, Ltd., et al.

Matthew E. Tashman, Esq., at REED SMITH LLP, serves as counsel for
the Banks.

World Imports filed a Chapter 11 petition (Bankr. E.D. Pa. Case
No. 13-15929) on July 3, 2013, in Philadelphia.  John E. Kaskey,
Esq., at Braverman Kaskey, P.C., in Philadelphia, serves as
counsel.  The Debtor estimated assets and debts of $10 million to
$50 million.


WORLDCOM INC: Must Pay Federal Excise Taxes, 2nd Cir. Says
----------------------------------------------------------
INTERNAL REVENUE SERVICE, Appellant, v. WORLDCOM, INC., Debtor-
Appellee, Docket No. 12-803 (2nd Cir.), calls on the U.S. Court of
Appeals for the Second Circuit to decide if the bankrupt
telecommunications company WorldCom must pay federal excise taxes
on the purchase of a telecommunications service that connected
people using dial-up modems to the Internet.  Appellant, the
Internal Revenue Service, appeals from a judgment of the United
States District Court for the Southern District of New York
(Forrest, J.), which upheld the decision of the Bankruptcy Court
(Gonzalez, C.J.) to grant the objection of the reorganized debtors
to the IRS's proof of claim for taxes owed and the Debtors' refund
motion for the taxes WorldCom had already paid.

In the late 1990s, WorldCom purchased a service from local
telephone companies called "central-office-based remote access,"
or "COBRA," that gave people the ability to use their modems to
connect to WorldCom's network (and the Internet) over their
regular telephone line.  The tax code adds a 3 percent excise tax
to the purchase of a "local telephone service."

A "local telephone service" is any service that provides "access
to a local telephone system, and the privilege of telephonic
quality communication with substantially all persons having
telephone or radio telephone stations constituting a part of such
local telephone system."

On appeal, the IRS contends that the district and bankruptcy
courts erred in concluding that COBRA was not taxable as a local
telephone service.

The Second Circuit held that WorldCom purchased a "local telephone
service" when it paid for COBRA services, and that WorldCom must
therefore pay federal communication excise taxes on those
transactions.  Accordingly, the Second Circuit reversed the
judgment of the district court and remanded the case for further
proceedings consistent with its Opinion.

After the bankruptcy court confirmed the plan for WorldCom, the
IRS filed a proof of claim requesting that the Debtors pay
$16,276,440 in excise taxes on WorldCom's purchase of COBRA
services.  The Debtors objected to the IRS's claim and
additionally moved for a refund of $38,297,513 in excise taxes
WorldCom had already paid on COBRA.

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in Houston,
Texas, represents WorldCom in the appeal.

A copy of the July 22, 2013 decision by Second Circuit Judges
Amalya Lyle Kearse Kearse and Robert Katzmann, and the Hon. Jed S.
Rakoff, of the U.S. District Court for the Southern District of
New York, sitting by designation, is available at
http://is.gd/2iRsPVfrom Leagle.com.  Judge Katzmann wrote the
decision.

WorldCom, Inc., a Clinton, Mississippi-based global communications
company, filed for chapter 11 protection (Bankr. S.D.N.Y. Case No.
02-13532) on July 21, 2002.  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 April 20, 2004, the Company formally emerged from 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.


YARWAY CORP: Wants Deadline to Remove Actions Moved Until Nov. 18
-----------------------------------------------------------------
Yarway Corporation asks the U.S. Bankruptcy Court for the District
of Delaware to extend until Nov. 18, 2013, its time to file
notices of removal of claims and causes of action.

The Debtor's deadline to file notices to remove claims or causes
of action was scheduled to expire on July 22.

The Debtor is a defendant in more than 5,000 asbestos-related
lawsuits commenced prior to the Petition Date by plaintiffs
seeking damages for personal injuries purportedly caused by
exposure to asbestos-containing products allegedly manufactured,
distributed and/or sold by the Debtor.

An Aug. 20, 2013, hearing at 1 p.m., has been set.  Objections, if
any, are due Aug. 5, at 4 p.m.

                    About Yarway Corporation

Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) on April 22, 2013, to deal with claims arising
from asbestos containing products it allegedly sold as early as
the 1920s.

Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls.  Based in Pennsylvania,
Yarway was a privately-owned company until 1986 when KeyStone
International, Inc. bought equity in the company.  Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.

Yarway's asbestos-related liabilities derive from Yarway's (i)
purported use of asbestos-containing gaskets and packing,
manufactured by others, in its production of steam valves and
traps from the 1920s to 1970s, and (ii) alleged manufacture of
expansion joint packing that was allegedly made up of a compound
of Teflon and asbestos from the 1940s to the 1970s.

Over the past five years, about 10,021 new asbestos claims have
been asserted against Yarway, including 1,014 in Yarway's 2013
fiscal year ending March 31, 2013.

The Debtor estimated assets and debts in excess of $100 million as
of the Chapter 11 filing.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and
Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11
case.  Logan and Co. is the claims and notice agent.

On May 6, 2013, the U.S. Trustee for Region 3, appointed an
official committee of asbestos personal injury claimants.  The
Committee tapped Elihu Inselbuch, Esq. at Caplin & Drysdale,
Chartered, as lead bankruptcy counsel.


YONKERS RACING: Moody's Assigns 'Ba3' Rating to New $245MM Loan
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 to Yonkers Racing
Corporation's proposed $245 million 6-year 1st lien term, and a B3
to the company's proposed $70 million 7-year 2nd lien term loan.
Proceeds from the proposed credit facilities will be used to
refinance Yonkers' existing $302.5 million 11 3/8% 2nd lien notes
due 2016 in full. Moody's also affirmed Yonkers' B1 Corporate
Family Rating and B1-PD Probability of Default Rating. The rating
outlook is stable.

The affirmation of Yonkers' B1 Corporate Family Rating considers
that the proposed refinancing could substantially lower the
company's interest costs and have a significant positive benefit
to Yonkers' free cash flow. The refinancing is aimed at taking out
high cost 2nd lien notes due 2016 with lower cost bank debt. At
the same time, the refinancing will extend the Yonkers nearest
debt maturity three years to 2019 when the proposed 1st lien term
loan matures. Yonkers' existing and currently undrawn $10 million
revolver (not-rated) that expires in 2014 will remain in effect.

The affirmation also considers that New York Governor Andrew Cuomo
unveiled gaming legislation on 19 June that would permit four new
casinos in New York State, but none in the New York City
metropolitan area -- Yonkers Racing's key market -- for the first
seven years. That would leave downstate New York largely to
Yonkers Racing and Resorts World Casino in Queens. The New York
City area constitutes the largest regional gaming market in the US
in terms of number of adults per gaming position. Announcement of
the gaming legislation and constitutional referendum came as
Yonkers Racing is seeing an upswing in gaming revenues at its
Empire City Casino following a $52 million expansion earlier this
year. It is also benefiting from the overall growth in the New
York metro area gaming market since Genting Berhad's (Baa1 stable)
Resorts World Casino opened in the New York borough of Queens in
fall 2011.

The Ba3 rating assigned to Yonkers' proposed $245 million 1st lien
term loan, one notch higher than the company's Corporate Family
Rating, considers the modest credit support it receives from the
proposed $70 million of proposed second lien debt in the pro forma
capital structure. The B3 rating on the proposed $70 million 2nd
lien notes -- two notches lower than the company's Corporate
Family Rating, reflects the significant amount of senior secured
debt ahead of it in the pro forma capital structure.

Ratings affirmed:

  Corporate Family Rating, at B1

  Probability of Default Rating, at B1-PD

New ratings assigned:

  $245 million 6-year 1st lien term, at Ba3 (LGD 3, 37%)

  $70 million 7-year 2nd lien term loan, at B3 (LGD 5, 87%)

  Existing rating affirmed and to be withdrawn upon closing of
  proposed refinancing:

  $302.5 mil 11 3/8% 2nd lien notes 2016, at B1 (LGD 4, 51%)

Ratings Rationale:

Yonkers' B1 Corporate Family Rating reflects its small size,
single property concentration risk, and high leverage. Debt/EBITDA
for the latest 12-month period ended June 30, 2013 was about 5.5
times. Positive ratings consideration is given to the favorable
demographics of Yonkers' primary market area that has contributed
significantly to the company's high EBITDA margins relative to
other single gaming asset operators in the northeast US. Empire
City is one of only two properties in the New York City market
that are authorized to operate a casino under New York State law.

The stable rating outlook also incorporates Moody's expectation of
further improvement in Yonkers' monthly gaming revenue, a
statistic that Moody's sees as a leading indicator of company
profitability. Since the first anniversary of Resorts World's full
opening -- December 2012 -- Yonkers' comparable year-over-year
monthly gaming revenue, for the most part, has grown consistently.
In the months of April 2013, May 2013 and June 2013, the company's
comparable year-over-year monthly gaming revenue grew 5.1%, 9.4%
and 3.2%, respectively.

The stable rating outlook also considers Moody's view that Yonkers
will be able to reduce its debt/EBITDA to at/below 5.25 times by
the end of fiscal 2014, a level Moody's believes is more suitable
for Yonkers current rating given the company's asset
characteristics. The company's gaming floor expansion, completed
in January 2013, allowed the company to re-deploy about 400 gaming
machines, bringing the total gaming machine count to 5,372, and
the company continues to add other amenities that Moody's expects
will improve its revenues and earnings.

Rating improvement is limited at this time given Yonkers' small
scale and limited diversification. Ratings could improve if
Yonkers' operating performance continues to demonstrate further
resilience to competition from the much larger Resorts World
casino, and can achieve and maintain EBIT/interest expense of more
than 2.5 times and debt/EBITDA below 3.5 times. Ratings could be
lowered if it appears that Yonkers, for any reason, will not be
able to reduce and maintain debt/EBITDA to at/or below 5.25 times.

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

Yonkers owns and operates a gaming and entertainment facility
comprised of Empire City Casino -- a 176,000 square-foot casino
featuring 5,372 gaming positions (including slot machines and
electronic table games), and Yonkers Raceway -- a harness race
track featuring pari-mutuel wagering on live and simulcast horse
races. The facility, which is located in Yonkers, New York, is
owned and operated by the Rooney family of Pittsburgh. Yonkers is
a private company and does not disclose detailed financial
information to the public. The company currently generates annual
net revenue of about $200 million.


YONKERS RACING: S&P Rates $245MM First Lien Loan 'BB-'
------------------------------------------------------
Standard & Poor's Ratings Services affirmed all ratings on New
York-based gaming operator Yonkers Racing Corp., including the
'B+' corporate credit rating.  The outlook is positive.

At the same time, S&P assigned the company's proposed $10 million
first-out revolving credit facility due 2018 an issue-level rating
of 'BB', with a recovery rating of '1', indicating S&P's
expectation for very high (90% to 100%) recovery in the event of a
payment default.

In addition, S&P assigned the company's proposed $245 million
first-lien term loan due 2019 its 'BB-' issue-level rating, with a
recovery rating is '2', indicating S&P's expectation for
substantial (70% to 90%) recovery in the event of a payment
default.

S&P also assigned the proposed $70 million second-lien term loan
due 2020 its 'B-' issue-level rating, with a recovery rating of
'6', indicating its expectation for negligible (0% to 10%)
recovery in a payment default.

S&P expects the company to use proceeds from the proposed term
loans, along with cash on hand, to fully repay the $302.5 million
senior notes due 2016, and to pay for fees and expenses.

The 'B+' corporate credit rating reflects S&P's assessment of
Yonkers' business risk profile as "weak," and its assessment of
the company's financial risk profile as "aggressive," according to
its criteria.

"Our assessment of Yonkers business risk profile as weak reflects
the company's reliance on a single property for cash flow
generation, which we view as a risk given the increased
vulnerability to event risk, regional economic weakness, and
adverse changes to the competitive environment.  Our assessment
also reflects the stringent revenue allocation structure with New
York State, which limits profitability, and the potential for
increased competition in Yonkers' regional market.  We believe
these risks are mitigated by our view that the New York
metropolitan area market is deep enough to support the current
capacity," S&P said.

The positive outlook reflects S&P's expectation that, over the
next few years, modest EBITDA improvement and debt reduction will
result in adjusted leverage improving to about 4.5x, a level S&P
views as in line with a one-notch higher rating for Yonkers.

"We could raise the rating by one notch if we believe the company
can maintain adjusted leverage of about 4.5x or below over the
long run and interest coverage over 2x.  This would likely be a
function of continued modest EBITDA growth, driven by increased
visitation and customer spend following the expansion efforts, and
from modest debt reduction through required term loan amortization
and cash flow sweeps.  Ratings upside is limited to one notch
because of Yonkers' limited diversity as an operator of a single
property and because of New York State's stringent revenue
allocation structure, which limits profitability, and since we do
not expect material deleveraging over the next few years," S&P
said.

S&P could consider revising the outlook to stable or lowering the
ratings if EBITDA were to meaningfully decline and remain at a
level that would result in adjusted leverage remaining above 5.5x
and interest coverage remaining in the mid-1x area.  A meaningful
decline in EBITDA would likely be a function of Resorts World
Casino competitively affecting Yonkers' operations.


YRC WORLDWIDE: Plans to Offer $350 Million Worth of Securities
--------------------------------------------------------------
YRC Worldwide Inc. said it may sell up to an aggregate of
$350,000,000 of any combination of its debt securities, warrants
to purchase debt securities, shares of common stock, warrants to
purchase common stock, shares of preferred stock, depositary
shares, purchase contracts, units, subscription rights or
any combination of these securities.  The Company's common stock
is traded on the Nasdaq Global Select Market under the symbol
"YRCW."  A copy of the Form S-3 prospectus is available for free
at http://is.gd/TGglq7

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

After auditing the 2011 results, the Company's independent
auditors expressed substantial doubt about the Company's ability
to continue as a going concern.  KPMG LLP, in Kansas City,
Missouri, noted that the Company has experienced recurring net
losses from continuing operations and operating cash flow deficits
and forecasts that it will not be able to comply with certain debt
covenants through 2012.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.  The Company's balance
sheet at March 31, 2013, showed $2.20 billion in total assets,
$2.84 billion in total liabilities and a $642.6 million total
shareholders' deficit.

                           *     *     *

As reported in the Aug. 2, 2011 edition of the TCR, Moody's
Investors Service revised YRC Worldwide Inc.'s Probability of
Default Rating ("PDR") to Caa2\LD ("Limited Default") from Caa3 in
recognition of the agreed debt restructuring which will result in
losses for certain existing debt holders.  In a related action
Moody's has raised YRCW's Corporate Family Rating to Caa3 from Ca
to reflect modest but critical improvements in the company's
credit profile that should result from its recently-completed
financial restructuring.  The positioning of YRCW's PDR at Caa2\LD
reflects the completion of an offer to exchange a substantial
majority of the company's outstanding credit facility debt for new
senior secured credit facilities, convertible unsecured notes, and
preferred equity, which was completed on July 22, 2011.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.

"The ratings on Overland Park, Kan.-based YRCW reflect its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Ms. Ogbara, "as well as its meaningful
off-balance-sheet contingent obligations related to multiemployer
pension plans." "YRCW's substantial market position in the less-
than-truckload (LTL) sector, which has fairly high barriers to
entry, partially offsets these risk factors. We categorize YRCW's
business profile as vulnerable, financial profile as highly
leveraged, and liquidity as less than adequate."


* Biggest Banks Face Fed Restoring Barriers in Commodities
----------------------------------------------------------
Michael J. Moore, writing for Bloomberg News, reported that the
Federal Reserve's review of its decision to let banks store,
transport and trade raw materials signals a potential rebuilding
of the wall between banking and commerce that legislation and
rulemaking have eroded.

According to the report, the central bank said July 19 that it's
reviewing a decade-old decision that physical commodities are
"complementary" to banking, allowing lenders such as Citigroup
Inc. and JPMorgan Chase & Co. to operate in both industries.
Goldman Sachs Group Inc. and Morgan Stanley may be less at risk
from the review as some businesses owned before the firms became
bank holding companies in 2008 are grandfathered.

The move into physical commodities exposed the biggest banks to
additional risks and allegations of price manipulation, creating
potential legal liabilities and threatening to damage their
reputations, the report said.  The shift also weakened the barrier
between government-insured banks and other commerce established by
the 1956 Bank Holding Company Act.

"What the Fed has to do, what they are doing, is setting
boundaries where the banks really will pull back into what their
primary business is," Marty Mosby, an analyst at Guggenheim
Securities LLC in Memphis, Tennessee, told Bloomberg. Regulators
are "trying to re-envision how they should draw these boundaries.
They got kind of blurred."

The Senate Banking Committee's Subcommittee on Financial
Institutions and Consumer Protection, led by Ohio Democrat Sherrod
Brown, held a hearing on July 23 on banks' investments in physical
commodities assets, the report further related.


* Calif. Court Battle Sets Stage for Pension Reform Showdown
------------------------------------------------------------
Jim Christie, writing for Reuters, reported that California's
third-largest city, San Jose, and its employee unions faced off in
court over public pension reforms in a case that has major
implications for other local governments across the state trying
to rein in the costs of retirement benefits.

According to the report, the lawsuit, led by San Jose's police
union, shows how difficult it is for local governments to break
benefit promises to current and past employees even when other
public services are being cut to pay for them.

San Jose's pension overhaul was promoted by Democratic Mayor Chuck
Reed and approved by nearly 70 percent of voters in 2012 but city
unions argue the move violates the rights of its members and is in
breach of the California constitution, the report said.  They want
the court to block the measure from going into effect and to
maintain the current pension plan.

"If the unions prevail it will give local leaders elsewhere reason
to pause. If Mayor Reed prevails, they may get even more ambitious
in finding new ways to reduce pension outlays," Larry Gerston, a
political science professor at San Jose State University, told the
news agency.

In opening remarks in court, Arthur Hartinger, a lawyer for the
city of San Jose, said that the pension measure was necessary
given the city's strained finances, the report related.
"Retirement cost increases have gone through the roof," he said.


* Calls For Policy Fix Grow As NY Rulings Limit Trustee Power
-------------------------------------------------------------
Pete Brush of BankruptcyLaw360 reported that New York rulings that
have sharply limited the ability of trustees to go after bankers,
accountants and other corporate agents accused of exacerbating
Ponzi schemes, bankruptcies and corporate meltdowns have led some
attorneys to call for lawmakers to step in and expand trustees'
power.

According to the report, the Second Circuit's June decision
stripping Irving H. Picard -- the federal trustee in the
bankruptcy of Bernard L. Madoff's brokerage -- of the ability to
target banks that some say aided the scheme marked yet another
roadblock for victims seeking substantial recoveries.


* CFTC Charges High-Speed Trader Under New Powers
-------------------------------------------------
Scott Patterson and Jamila Trindle, writing for The Wall Street
Journal, reported that U.S. and U.K. regulators accused a New
Jersey high-speed trader of manipulating commodities markets in
2011, the latest sign of heightened global scrutiny of
computerized trading across financial markets.

According to the report, the Commodity Futures Trading Commission
accused Panther Energy Trading LLC and its owner, Michael J.
Coscia, of disrupting markets by improperly placing trades
allegedly designed to lure other investors into buying and selling
futures contracts tied to corn, oil and other commodities at bogus
price levels.

In a related action, the U.K. Financial Conduct Authority fined
Mr. Coscia for alleged deliberate manipulation of commodities
markets, the report said.

The efforts mark a first for both regulators: The FCA took its
initial action against a high-frequency trader, and the CFTC used
new enforcement powers granted under the Dodd-Frank financial law
to go after "disruptive practices" for the first time, the report
noted.

The CFTC levied a $1.4 million fine against Panther Energy and is
requiring the company pay back another $1.4 million in profits
from its trades to the exchanges it traded on and to the CFTC, the
report related.  The FCA fined Mr. Coscia $903,176, saying Mr.
Coscia made a profit of $279,920 in a six-week period though an
abusive trading strategy.


* Dealmakers Focus on Quality Execution, PwC's M&A Outlook Reveals
------------------------------------------------------------------
The fundamentals for strong M&A activity remain in place despite a
slowdown in U.S. merger and acquisition (M&A) activity in the
first half of 2013, according to PwC US.  Buyers remain extremely
active in identifying, evaluating and competing to acquire assets
in the market.  Dealmakers are placing a premium on deal
certainty, speed and agility to ensure successful deal outcomes
that deliver long term value, according to PwC's U.S. mid-year M&A
outlook, released today.

In the first half of 2013, there were a total of 4,587 total
transactions, representing $528 billion in disclosed deal value,
according to data compiled by Thomson Reuters and analyzed by PwC.
Accelerated deal flow in the final months of 2012, a constrained
supply of assets for sale, and a lack of confidence in executing
on transactions contributed to a drop in deal activity in the
second quarter of 2013.  As PwC expected in its 2012 year-end M&A
outlook, the middle market continued to prop up activity,
accounting for 28 percent of value through June 30, 2013.

"Challenges in the M&A market are being driven by a lack of well-
positioned assets for sale, not poor deal fundamentals," said
Martyn Curragh, PwC's U.S. Deals Leader.  "A shortage of quality
assets and a growing list of willing acquirers dictate a need for
confidence and greater preparation to execute, from deal strategy
through integration.  Greater competition is driving valuations
and deal timelines, leaving some would-be acquirers to reflect on
missed opportunities, and others with buyers' remorse for failure
to capture deal value."

According to PwC's 16th annual CEO Survey, CEOs are bullish with
at least 75 percent expecting growth over the next year through
both organic means and acquisitions.  Nearly half of U.S. CEOs
said they plan to do a deal in 2013, indicating that dealmaking
remains top of mind for business leaders, however, less than one
third of those U.S. CEOs seeking a deal completed one in the
preceding 12 months.  This shift in frequency -- and the pace of
individual deal participants -- is one factor impacting how deals
are being executed in today's increasingly competitive market.
With readily available financing, corporate cash levels at $1.29
trillion, and strong equity markets, PwC expects the combination
of these critical factors to support sustained deal activity
through the remainder of 2013.

"Corporates are seeking opportunities to grow with a strong focus
on strategic fit, value creation, and execution certainty.
Companies of all sizes, and across all industries and regions, are
looking for the right synergies to provide long term growth,"
added PwC's Curragh.  "In this slow growth environment, buyers are
taking on an ownership mindset earlier in the process, with a
focus on agility, speed and flawless execution.  Those who are
unable to adjust their strategies and integrate quickly may be
left second guessing their decisions."

Integration As stakeholders place greater pressure and emphasis on
companies to deliver deal value, companies are focusing on a more
thoughtful and comprehensive integration process to quickly
deliver on their investment rationale.  According to PwC, early
capture of deal synergies and value, increasing the knowledge
around an asset, and flexible, rapid execution of the integration
plan is critical to maximizing the return on an investment.

Divestitures Divestitures remain a key driver of M&A activity,
making up 31 percent of disclosed deal value in the first half of
2013.  However, according to PwC, changes in buyer expectation,
shareholder pressure and evolving industry and regulatory
considerations are among the factors impacting the level of
preparation needed on both the buy and sell side for deal
certainty.  Companies that develop robust divestiture preparation
processes are better positioned to successfully exit their
businesses in a shorter time frame, avoid sale price erosion,
minimize distractions and derive the desired value from the sale.

Private Equity Private equity deals accounted for 20 percent of
total deal value in the first half of 2013, representing a total
of $103 billion in disclosed deal value. "Private equity firms are
continuing to look at a range of opportunities to monetize their
existing investments and are having success by preparing their
portfolio companies to tap the debt and equity markets," said
Tim Hartnett, PwC's Global and U.S. Private Equity leader.  "At
the same time, private equity players are looking to improve the
performance and efficiencies of their portfolio companies'
operations and gain greater industry knowledge to enhance longer
term prospects."

Industry Sectors Several sectors are ripe for deals, especially
those where technology-driven convergence is a key driver and
companies look to complete deals outside of their core competency.
Notable sectors that continue to present opportunities include:

-- Technology - While deal activity in the technology industry
over the last several years has helped larger integrated companies
build out platforms on new generation IT offerings -- such as
social, mobile, analytics, and cloud -- there is a tremendous
amount of opportunity to drive more acquisition of innovators to
either establish or maintain leadership positions.  As such,
software transactions will likely continue to dominate volumes
because of the importance of the shifts in cloud, mobile and
needed security to businesses both inside and outside the
technology industry.  Private equity funds continue to play an
active role and divestitures are expected to continue as hardware-
centric technology players refocus on a software-centric future.
The ongoing cloud/mobile convergence, coupled with record levels
of cash, lend confidence that deal activity will likely rebound in
the quarters to come.

-- Health Industries - Health industry consolidation has increased
more than 50 percent since 2009 and is expected to continue
through 2014.  As the nation prepares for implementation of major
provisions of the Affordable Care Act, innovative healthcare
partnerships can lead to improved efficiency and provide high-
value care to discerning customers.  In the pharmaceuticals
industry, companies continue to acquire innovative technologies
and products via licensing to supplement the R&D pipeline and
diversify portfolios with new markets and products.  Pharma
companies are looking beyond BRIC nations into 'frontier markets'
to seek growth and innovation.  As companies complete spin off
activity, PwC expects to see an uptick in pharma deal volume based
on available assets.

-- Financial Services - Financial services M&A will continue to
face both uncertainty and opportunities in the second half of 2013
due to several factors including increased regulatory costs,
depressed organic growth and the greater availability of
attractive financing.  However, M&A desire remains high among
buyers, and there is increasing interest in quality financial
services assets.  Valuation gaps remain, and differences between
buyer and seller perception of future profitability will likely
continue to present a challenge.  At the same time, deal activity
in 2013 is expected to be driven by ongoing divestiture of non-
core assets by major European institutions as well as
restructuring activity as U.S. financial services companies comply
with increased regulations, motivating businesses in the space to
consider a range of transactions from asset sales to spinoffs.

-- Retail & Consumer - Retail industry deal fundamentals remain
solid in terms of corporate interest in accelerating growth and
private equity funds availability.  Challenges include
availability of quality businesses for sale and mismatches between
buyer and seller expectations around price.  PwC is cautiously
optimistic for the second half of 2013 given the recent pick up in
businesses starting to come to market for sale and relatively
positive trends in consumer sentiment and retail sales.  For the
balance of 2013, continued cross-border retail activity to access
certain demographics in the global marketplace is anticipated.

                           About PwC US

PwC US helps organizations and individuals create the value
they're looking for.  It is a member of the PwC network of firms
in 158 countries with more than 180,000 people.  It provides
assurance, tax and advisory services.


* SEC Accuses Miami of Misleading Investors in Muni Bonds
---------------------------------------------------------
Joshua Gallu & James Nash, writing for Bloomberg News, reported
that the U.S. Securities and Exchange Commission accused the city
of Miami and Michael Boudreaux, a former budget director, with
securities fraud related to several municipal bond offerings about
four years ago.

According to the report, Florida's second-largest city and
Boudreaux shifted money from a projects account to the general
fund to mask budget gaps and win higher grades from ratings
companies on three 2009 debt sales totaling $153.5 million, the
SEC said on July 19.  Boudreaux's lawyer said he's being made into
a scapegoat.

In 2010, the SEC began cracking down on state and local
governments for not giving investors accurate information about
their financial condition prior to bond sales, focusing on pension
deficits, the report said.  Since then, Illinois and New Jersey
have both settled with the agency over such issues. The agency has
since broadened its focus beyond retiree obligations, as in Miami.

"Miami actively marketed bonds to the investing public while
hiding the true reason for interfund transfers to boost the image
of its primary operating fund," George S. Canellos, co-director of
the SEC's enforcement division, said in a statement, the report
related. The agency said in a court complaint that Miami had been
ordered to stop violating anti-fraud laws in 2003.

"The fact that a city official would enable these false and
misleading disclosures to investors merely a few years after Miami
had been reprimanded by the SEC for similar misconduct makes this
repeat behavior all the more appalling and unacceptable," Canellos
said, the report further related. The agency said the transfers
began no later than 2007.


* Senate Told Federal Courts In Dire Straits Under Sequestration
----------------------------------------------------------------
Erica Teichert of BankruptcyLaw360 reported that federal courts
will be unable to complete their constitutional duties if their
funding remains stagnant or declines next year, given that
staffing levels are already at a 14-year low, Sixth Circuit Judge
Julia S. Gibbons told a Senate Judiciary subcommittee.

According to the report, Judge Gibbons, who is also the chairwoman
of the Judicial Conference of the United States' budget committee,
noted that federal courts have already incurred 36,000 furlough
hours this fiscal year and the continuing budget deficiencies have
led to significant delays primarily for civil and bankruptcy
cases.


* Fitch: Increased Activity Diminishes US Refinancing Cliff Risk
----------------------------------------------------------------
Loan refinancing activity and robust high yield bond issuance
extended or diminished $750 billion of loans within the
refinancing cliff timeframe over the last 12 months ended June 28,
2013, according to Fitch Ratings' 'Bridging the Refinancing Cliff,
Volume VII,' published July 24.

The refinancing cliff peak, which once represented the most
intimating portion of the cliff back in 2009 at approximately
$750 million (2013-2014), has been diminished to just
$340 million.

Of the $970 billion of loan issuance over the last four quarters,
approximately 66% has been directed towards loan refinancing. The
U.S. high-yield bond market has also contributed greatly in
redistributing loans as bond-for-loan takeout volume totaled
$105 billion over the last four quarters.

Fitch notes that issuers have been intensity focused on extending
longer dated loan maturities in 2016 and beyond. Over the last 12
months, approximately 40% of all loan refinancing issuance has
gone to refinance a loan maturity in 2016 or 2017. As a result,
the total amount of loans coming due beyond 2016 has increased
substantially.

This installment of the series also provides a breakdown and
analysis of the some of the larger leveraged buyout (LBO)
concentrations that dated back from the pre-crisis time period.
Fitch believes these large concentrations posed one of the
greatest risks to the market's ability to successfully extend the
refinancing cliff. Since the end of 2009, the top 10 LBO companies
with the largest debt concentrations in 2013 and 2014 have reduced
the total amount of debt coming due in these years by 90% and 84%,
respectively.


* Fitch: Charter Schools Fail to Meet Investment-Grade Expectation
------------------------------------------------------------------
The average Fitch-rated charter school will remain speculative-
grade for the foreseeable future as expectations for investment-
grade ratings are generally beyond reach, particularly in leverage
and financial flexibility, according to a new Fitch Ratings
special report.

A majority of Fitch's March 2013 charter school downgrades reflect
the schools' inability to meet baseline financial and debt
measures laid out in the September 2012 criteria as the minimum
requirements for an investment grade rating. Most Fitch rated
charter schools demonstrate burdensome financial leverage with a
high pro forma debt burden and a high pro-forma debt to net income
available for debt service ratio. In most cases, these weak debt
metrics limit ratings improvement.

Heavy reliance on state support exposes charter schools to broader
economic conditions including budgetary shortfalls and funding
cutbacks. Therefore, focused expense management remains necessary
to consistently generate a breakeven margin. Many Fitch rated
schools are unable to achieve neutral to positive margins
consistently. Surplus generation remains a challenge, and most
charters are unable to consistently generate annual operating
surpluses.

Under Fitch's criteria, an investment grade charter school, among
other financial measures, is expected to generate at least 1.0x
pro-forma maximum annual debt service coverage (DSC), possess a
debt burden lower than or equal to 15%, and debt-finance less than
eleven years of operating cash flow. Fitch found that many of the
rated charters, while able to meet the DSC requirement, were
unable to meet the latter two leverage thresholds.


* S&P Applies Revised Insurance Criteria to 26 Insurance Groups
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it reviewed its
ratings on 26 insurance groups by applying its new ratings
criteria for insurers, which were published on May 7, 2013.

S&P will publish individual analytical reports on the insurance
groups identified below, including a list of ratings on affiliated
entities, as well as the ratings by debt type--senior,
subordinated, junior subordinated, and preferred stock.  The
research updates will be available at
http://www.standardandpoors.com/insurancecriteriaand on
RatingsDirect. Ratings on specific issues will be available on
RatingsDirect and at http://www.standardandpoors.com

RATINGS LIST

(All ratings are affirmed, except where a "from" rating is
indicated.)
                                        To               From
CNO Financial Group Inc.
  Counterparty Credit Rating          BB/Stable/--  BB-/Stable/--

Bankers Conseco Life Insurance Co.
Bankers Life & Casualty Co.
Colonial Penn Life Insurance Co.
Washington National Insurance Co.
  Counterparty Credit Rating          BBB/Stable/-- BBB-/Stable/--
  Financial Strength Rating           BBB/Stable/-- BBB-/Stable/--

Conseco Life Insurance Co.
  Counterparty Credit Rating          B/Stable/--   B+/Stable/--
  Financial Strength Rating           B/Stable/--   B+/Stable/--

StanCorp Financial Group Inc.
  Counterparty Credit Rating          BBB+/Negative/--

Standard Insurance Co.
  Counterparty Credit Rating          A+/Negative/--
  Financial Strength Rating           A+/Negative/--

Symetra Financial Corp.
  Counterparty Credit Rating          BBB/Stable/--

Symetra Life Insurance Co.
First Symetra National Life Insurance Co. New York
  Counterparty Credit Rating          A/Stable/--
  Financial Strength Rating           A/Stable/--

Oil Casualty Insurance Ltd.
  Counterparty Credit Rating          BBB+/Stable/--
  Financial Strength Rating           BBB+/Stable/--

Oil Insurance Ltd.
  Counterparty Credit Rating          A-/Stable/--
  Financial Strength Rating           A-/Stable/--

                                 To                 From
ProAssurance Corp.
  Counterparty Credit Rating     BBB+/Stable/--     BBB/Positive/-
-

R.V.I. Guaranty Co. Ltd.
R.V.I. America Insurance Co.
R.V.I. National Insurance Co.
  Counterparty Credit Rating     BBB/Stable/--
  Financial Strength Rating      BBB/Stable/--

                                 To                  From
Delphi Financial Group Inc.
  Counterparty Credit Rating     BBB+/Negative/--    BBB/Stable/--

Reliance Standard Life Insurance Co.
First Reliance Standard Life Insurance Co.
Safety National Casualty Corp.
  Counterparty Credit Rating     A+/Negative/--      A/Stable/--
  Financial Strength Rating      A+/Negative/--      A/Stable/--

                                     To                  From
Philadelphia Indemnity Insurance Co.
Tokio Marine Specialty Insurance Co.
  Counterparty Credit Rating     A+/Stable/--       A+/Negative/--
  Financial Strength Rating      A+/Stable/--       A+/Negative/--

Texas Municipal League Intergovernmental Risk Pool
  Counterparty Credit Rating     A/Stable/--         A/Stable/--

Fireman's Fund Insurance Co.
American Automobile Insurance Co.
American Insurance Co.
Associated Indemnity Corp.
Chicago Insurance Co.
Fireman's Fund Indemnity Corp.
Fireman's Fund Insurance Co. of Ohio
Interstate Fire & Casualty Co.
National Surety Corp.
  Counterparty Credit Rating     A/Stable/--         A/Stable/--
  Financial Strength Rating      A/Stable/--         A/Stable/--

Fireman's Fund County Mutual Insurance Co.
Fireman's Fund Insurance Co. of Hawaii Inc.
  Financial Strength Rating      A/Stable/--         A/Stable/--

                                        To                  From
Hochheim Prairie Casualty Insurance Co.
Hochheim Prairie Farm Mutual Insurance Assoc.
  Counterparty Credit Rating     BB/Negative/--      BB/Stable/--
  Financial Strength Rating      BB/Negative/--      BB/Stable/--

Mapfre U.S.A. Corp.
  Counterparty Credit Rating     BBB-/Negative/--   BB+/Negative/-
-

Citation Insurance Co. (MA)
Commerce Insurance Co.
  Counterparty Credit Rating     A-/Negative/--   BBB+/Negative/--
  Financial Strength Rating      A-/Negative/--   BBB+/Negative/--

Penn Mutual Life Insurance Co.
Penn Insurance & Annuity Co.
  Counterparty Credit Rating     A+/Stable/--        AA-/Stable/--
  Financial Strength Rating      A+/Stable/--        AA-/Stable/--

Security Benefit Life Insurance Co.
  Counterparty Credit Rating     A-/Stable/A-2
  Financial Strength Rating      A-/Stable/A-2

First Security Benefit Life Insurance and Annuity Co. of New York
  Counterparty Credit Rating     A-/Stable/--
  Financial Strength Rating      A-/Stable/--

                                 To                  From
The First Rehabilitation Life Insurance Co. of America
  Counterparty Credit Rating     A-/Stable/--       A-/Negative/--
  Financial Strength Rating      A-/Stable/--       A-/Negative/--

Pacific Guardian Life Insurance Co. Ltd.
  Counterparty Credit Rating     A-/Stable/--
  Financial Strength Rating      A-/Stable/--

USAble Life
  Counterparty Credit Rating     A-/Stable/--
  Financial Strength Rating      A-/Stable/--

Mutual of America Life Insurance Co.
  Counterparty Credit Rating     AA-/Stable/--
  Financial Strength Rating      AA-/Stable/--

                                        To                  From
HealthNow New York Inc.
  Counterparty Credit Rating     BBB/Stable/--      BBB-/Stable/--
  Financial Strength Rating      BBB/Stable/--      BBB-/Stable/--

Health Insurance Plan of Greater New York
  Counterparty Credit Rating     BBB/Stable/--      BBB-/Stable/--
  Financial Strength Rating      BBB/Stable/--      BBB-/Stable/--

ConnectiCare Inc.
ConnectiCare of Massachusetts Inc.
ConnectiCare of New York
  Counterparty Credit Rating     BBB-/Stable/--     BB+/Stable/--
  Financial Strength Rating      BBB-/Stable/--     BB+/Stable/--

Group Health Inc.
  Counterparty Credit Rating     BB/Stable/--
  Financial Strength Rating      BB/Stable/--

Medical Card System Inc.
  Counterparty Credit Rating     B/Stable/--

MCS Advantage Inc.
MCS Life Insurance Co.
  Counterparty Credit Rating     BB/Stable/--
  Financial Strength Rating      BB/Stable/--

                                 To                  From
MCS Health Management Options Inc.
  Counterparty Credit Rating     NR                  BB/Stable/--
  Financial Strength Rating      NR                  BB/Stable/--

Maiden Specialty Insurance Co.
  Counterparty Credit Rating     BBB+/Negative/--   BBB+/Stable/--
  Financial Strength Rating      BBB+/Negative/--   BBB+/Stable/--

Delta Dental of New Jersey Inc.
  Counterparty Credit Rating     A+/Stable/--
  Financial Strength Rating      A+/Stable/--

Noridian Mutual Insurance Co. (d/b/a Blue Cross Blue Shield of
North Dakota)
  Counterparty Credit Rating     A-/Stable/--
  Financial Strength Rating      A-/Stable/--

Forethought Financial Group Inc.
Counterparty Credit Rating
  Local Currency                 BBB-/Stable/--

Forethought Life Insurance Co.
Counterparty Credit Rating
  Local Currency                 A-/Stable/--
Financial Strength Rating
  Local Currency                 A-/Stable/--


* S&P Applies Revised Insurance Criteria to 14 Marine Mutuals
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it has reviewed its
ratings on 14 marine mutual insurers by applying its new ratings
criteria for insurers, which were published on May 7, 2013.

S&P will publish individual analytical reports on the marine
mutual insurers identified below, including a list of ratings on
affiliated entities, as well as the ratings on subordinated debt.

RATINGS LIST

(All ratings are affirmed, except where a "from" rating is
indicated.)

                                        To                 From
American Steamship Owners Mutual P&I Assoc. Inc.
Counterparty Credit Rating
  Local Currency                  BBB-/Stable/--     BB+/Stable/--
Financial Strength Rating
  Local Currency                  BBB-/Stable/--     BB+/Stable/--

Assuranceforeningen Gard - gjensidig -
Gard P&I (Bermuda) Ltd.
Gard Marine & Energy Ltd.
Gard Marine & Energy Forsakring AB
Counterparty Credit Rating
  Local Currency                  A+/Stable/--
Financial Strength Rating
  Local Currency                  A+/Stable/--

Assuranceforeningen SKULD (Gjensidig)
Counterparty Credit Rating
  Local Currency                   A/Stable/--
Financial Strength Rating
  Local Currency                   A/Stable/--

                                        To                 From
The Japan Ship Owners' Mutual Protection & Indemnity Association
Counterparty Credit Rating
  Local Currency                  BBB+/Stable/--     BBB/Stable/--
Financial Strength Rating
  Local Currency                  BBB+/Stable/--     BBB/Stable/--

The North of England Protecting & Indemnity Association Ltd.
Counterparty Credit Rating
  Local Currency                  A/Stable/--
Financial Strength Rating
  Local Currency                  A/Stable/--

Norwegian Hull Club
Counterparty Credit Rating
  Local Currency                  A-/Stable/--
Financial Strength Rating
  Local Currency                  A-/Stable/--

Shipowners' Mutual Protection & Indemnity Association (Luxembourg)
Counterparty Credit Rating
  Local Currency                  A-/Stable/--
Financial Strength Rating
  Local Currency                  A-/Stable/--

The Shipowners' Mutual Strike Assn. (Bermuda) Ltd.
Counterparty Credit Rating
  Local Currency                  BBB+/Stable/--
Financial Strength Rating
  Local Currency                  BBB+/Stable/--

                                        To                 From
The Standard Club Europe Ltd.
The Standard Club Asia Ltd.
Standard Reinsurance (Bermuda) Ltd.
Counterparty Credit Rating
  Local Currency                   A/Negative/--      A/Stable/--
Financial Strength Rating
  Local Currency                   A/Negative/--      A/Stable/--

Steamship Mutual Underwriting Association Ltd.
The Steamship Mutual Underwriting Assn. (Bermuda) Ltd.
Counterparty Credit Rating
  Local Currency                        A-/Stable/--
Financial Strength Rating
  Local Currency                        A-/Stable/--

Sunderland Marine Mutual Insurance Co. Ltd.
Counterparty Credit Rating
  Local Currency                        BBB+/Stable/--
Financial Strength Rating
  Local Currency                        BBB+/Stable/--

Sveriges Angfartygs Assurans Forening (The Swedish Club)
Counterparty Credit Rating
  Local Currency                        BBB+/Stable/--
Financial Strength Rating
  Local Currency                        BBB+/Stable/--

United Kingdom Mutual Steamship Assurance Association (Europe)
Ltd. (The)
The United Kingdom Mutual Steamship Assurance Association
(Bermuda) Ltd.
Counterparty Credit Rating
  Local Currency                        A-/Positive/--
Financial Strength Rating
  Local Currency                        A-/Positive/--

                                        To                 From
West of England Mutual Insurance Association (Luxembourg)
Counterparty Credit Rating
  Local Currency                BBB/Stable/--      BBB-/Stable/--
Financial Strength Rating
  Local Currency                BBB/Stable/--      BBB-/Stable/--


* Delaware Slated for New Judge Amid Court Money Crunch
-------------------------------------------------------
Michael Bathon, substituting for Bloomberg News bankruptcy
columnist Bill Rochelle, reports that Delaware's Bankruptcy Court,
the busiest in the country for Chapter 11 filings, is getting an
additional judge to help handle what officials see as a "full-
blown crisis," the subject of a Senate hearing July 23.

According to the report, the court, based in Wilmington, has a
caseload justifying a dozen judges, while it has only half that
number now, Chief Delaware U.S. District Judge Gregory M. Sleet,
who oversees the bankruptcy unit, said in his 2013 annual report.
"The seventh judgeship is important and funding it is obviously
necessary," Democratic Delaware U.S.  Senator Chris Coons,
chairman of the Senate Judiciary Subcommittee on
Bankruptcy and the Courts, said in a statement.

The report notes that Sen. Coons was slated to hold a hearing on
July 23 in Washington to discuss impact of the federal
government's spending sequestration on the courts.

"A full-blown crisis awaits us" in Delaware as the bankruptcy
court deals with 28 percent in budget cuts over three years,
necessitating the elimination of 23 of 72 office employees and a
furlough program "whereby all staff of the clerk's office take one
day every two weeks, without pay, equating to a 10 percent
decrease in their salaries," Judge Sleet wrote.

The report discloses that some of the largest bankruptcies filed
in 2013 in Delaware include marketing solutions company, Dex One
Corp., which filed on March 17 with assets of $2.84 billion and
debt of $2.79 billion; lead battery maker, Exide Technologies,
which filed June 10 with assets of $1.89 billion and debt totaling
$1.14 billion; and Vodka seller Central European Distribution
Corp., which filed April 7 with assets of $1.98 billion and $1.73
billion in debt.


* BOOK REVIEW: Jacob Fugger the Rich: Merchant and Banker of
               Augsburg, 1459-1525
--------------------------------------------------------------
Author:  Jacob Streider
Publisher:  Beard Books
Hardcover:  227 pages
List Price:  $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://is.gd/UAP0Zb

Quick, can you work out how much $75 million in sixteenth
century dollars would be worth today?  Well, move over Croesus,
Gates, Rockefeller, and Getty, because that's what Jacob Fugger
was worth.

Jacob Fugger was the chief embodiment of early German
capitalistic enterprise and rose to a great position of power in
European economic life. Jacob Fugger the Rich is more than just
a fascinating biography of a powerful and successful
businessman, however. It is an economic history of a golden age
in German commercial history that began in the fifteenth
century. When the book was first published, in 1931, The Boston
Transcript said that the author "has not tried to make an
exhaustive biography of his subject but rather has aimed to let
the story of Jacob Fugger the Rich illustrate the early
sixteenth century development of economic history in which he
was a leader."

Jacob Fugger's family was one of the foremost family in Augsburg
when he was born in 1459. They got their start by importing raw
cotton, by mule, from Mediterranean ports. They later moved into
silk and herbs and, for a long while, controlled much of
Europe's pepper market.

Jacob Fugger diversified into copper mining in Hungary and
transported the product to English Channel and North Sea ports
in his own ships. A stroke of luck led to increased mining
opportunities. Fugger lent money to the Holy Roman Emperor
Maximilian I to help fund a war with France and Italy. Mining
concessions were put up as collateral. The war dragged on, the
Emperor defaulted, and Fugger found himself with a European
monopoly on copper.

Fugger used his extensive business network in service of the
Pope. His branches all over Europe collected payments due the
Vatican and issued letters of credit that were taken to Rome by
papal agents. Fugger is credited with creating the first
business newsletter. He collected news of evolving business
climate as well as current events from his agents all across
Europe and distributed them to all his branches.

Fugger's endeavors wee not universally applauded. The sin of
usury was still hotly debated, and Fugger committed it
wholesale. He was sued over his monopoly on copper.  He was
involved in some messy bribes in bringing Charles V to the
throne. And, his lucrative role as banker in the sale of
indulgences, those chits that absolve the buyer of sin, raised
the ire of Martin Luther himself. Luther referred to Fugger
specifically in his Open Letter to the Christian Nobility of the
German nation Concerning the Reform of the Christian Estate just
before being excommunicated in 1521. Fugger went on, however, to
fund Charles V's war on Protestanism and became even richer.

Fugger built many churches and buildings in Augsburg. He was
generous to the poor and designed the world's first housing
project. These buildings and lovely gardens, called the
Fuggerei, are still in use today.

A New York Times reviewer said that Jacob Fugger the Rich, a
book "concerned with the most famous, most capable, and most
interesting of all [the members of the Fugger family] will be as
interesting for the general reader as for the special student of
business history." This observation is just as true today as in
1931, when first made.

Jacob Streider was a professor of economic history at the
University of Munich.


                            *********

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
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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
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