TCR_Public/130729.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, July 29, 2013, Vol. 17, No. 208

                            Headlines

1701 COMMERCE: Sale of Assets Completed
1701 COMMERCE: Can Use Cash Collateral Until July 31
250 AZ: Seeks to Employ Hammel Beal as Accountants
250 AZ: US Bank's Statement on Additional Tenant-in-Common Owners
250 AZ: Bank Wants Hearing on Valuation of Tucson Properties

250 AZ: Wants Claims Bar Date Set for Aug. 31
250 AZ: Cincinnati Educ. Board Allowed to Pursue Claims
3501 13TH STREET: Case Summary & 2 Unsecured Creditors
AMERICAN AIRLINES: Embraer in Talks for Jet Order
AMERICAN AIRLINES: E&Y Okayed to Provide Add'l Services

AMERICAN AIRLINES: Seaborne Inks New Codeshare Deal
AMERICAN ROADS: Detroit Tunnel Operator Files for Bankruptcy
ARI-RC 14 LLC: Section 341(a) Meeting Scheduled for Aug. 20
ATP OIL: Gets OK to Sell Hydrocarbon Production Payment for $15MM
ATP OIL: Parties File Requests for Payment of Admin. Claims

ATP OIL: Obtains Extension of Deadline to Decide on Office Leases
ATARI INC: Selects Successful & Back-Up Bidders for Assets
ATARI INC: A. Chapell Appointed as Consumer Privacy Ombudsman
ATARI INC: Investigation Termination Date Extended to Aug. 30
ATARI INC: Wins Court Approval to Sell Seven Video Game Titles

B&M LINEN: Breached Contract on Laundry Biz Sale, Bankr. Ct. Says
BEACH ROAD CENTER: Involuntary Chapter 11 Case Summary
BELLE FOODS: Decides to Sell Remaining Stores After New Interest
BETTER PLACE: Chapter 15 Case Summary
BISHAY ISUZU: Massachusetts Appeals Court Nixes Bid for New Trial

BOISE CASCADE: Moody's Says Wood Resources Deal is Credit Positive
CASA CASUARINA: Former Versace Mansion Has Sept. 17 Auction
CASELLA WASTE: S&P Revises Outlook to Stable & Affirms 'B-' CCR
CAVU/ROCK PROPERTIES: Files Bankruptcy and Sues Over Lien
CAVU/ROCK PROPERTIES: Case Summary & 9 Unsecured Creditors

CBL & ASSOCIATES: Fitch Assigns 'BB' Preferred Stock Rating
CIT GROUP: DBRS Assigns 'BB' Issuer Rating
COLMAR PROPERTIES: Case Summary & 11 Unsecured Creditors
COSO GEOTHERMAL: Expected Default Prompts Moody's to Cut Ratings
CSC HOLDINGS: Planned Note Redemption No Impact on Moody's Ba3 CFR

DETROIT, MI: Michigan Attorney General to Represent Retirees
DETROIT, MI: Judge May Name Mediator for Bankruptcy Negotiations
DETROIT, MI: Commerzbank Drops on Credit to Bankrupt City
DETROIT, MI: UBS Sued by Syncora Guarantee Over Pension Swaps
DEX MEDIA EAST: Bank Debt Trades at 21% Off

DIGITAL DOMAIN: Action Removal Period Extended to Dec. 31
DIGITAL DOMAIN: D&O Investigation Fee Increased to $925,000
DIGITAL DOMAIN: Court Okays Deal with OddLot Entertainment
DIGITAL DOMAIN: Ed Ulbrich Steps Down as Chief Executive Officer
DKR LAND: Case Summary & Unsecured Creditor

EARL GAUDIO: Voluntary Chapter 11 Case Summary
EASTMAN KODAK: Plan Continues to Draw Objections from Shareholders
EASTMAN KODAK: Gets Another Two Months to Decide on Monroe Lease
EXIDE TECHNOLOGIES: Zurich Obligations to Have Priority Status
EXIDE TECHNOLOGIES: Rule 2015.3 Report Now Due Sept. 7

EXIDE TECHNOLOGIES: CEO Bolch Steps Down; Caruso to Succeed
FIBERTOWER CORPORATION: DETFP11 Lease Rejected
FLEXI-VAN LEASING: New Sr. Notes Issuance Gets Moody's B3 Rating
FLEXI-VAN LEASING: S&P Assigns 'BB-' Rating to $250MM Senior Notes
FUWEI FILMS: Gets Nasdaq Listing Non-Compliance Notice

GANNETT INC: Moody's Retains Ratings Over $100MM Loan Increase
GARLOCK SEALING: Has No Standing in Grace Appeal, Says 3rd Circuit
GIBRALTAR KENTUCKY: Bid for Outline's Conditional Approval Denied
HANDY HARDWARE: Bankruptcy Court Approves Littlejohn Acquisition
HANESBRANDS INC: Moody's Keeps Ba2 CFR After Maidenform Purchase

HARLAND CLARKE: S&P Puts 'B+' Rating on CreditWatch Negative
HMX ACQUISITION: Court OKs Advisors' Final Fee Applications
HMX ACQUISITION: Liquidating Trustee Submits 2nd Status Report
HOLT DEVELOPMENT: Section 341(a) Meeting Set Aug. 22
HULDRA SILVER: Obtains CCAA Protection; Enters Into DIP Loan Deal

INTERFAITH MEDICAL: Exclusive Plan Filing Date Moved to Sept. 30
INTERFAITH MEDICAL: Action Removal Period Extended to Dec. 30
INTERFAITH MEDICAL: Can Continue to Use Cash Collateral
INTERFAITH MEDICAL: Ombudsman Reports on Patients' Care & Safety
INTERFAITH MEDICAL: Restructuring Advisors Bill $137,470 in May

INTERFAITH MEDICAL: Employs Garfunkel Wild as Special Counsel
KIT DIGITAL: Equity Committee Seeks Estimation of WTI Claim
KOFSKY & SON: Case Summary & 7 Unsecured Creditors
KRATON PERFORMANCE: S&P Lowers Corp. Credit Rating to 'B+'
KUHNS BROS: Case Summary & 20 Largest Unsecured Creditors

M&J DEVELOPMENT: Updated Case Summary & Creditors' Lists
MAXCOM TELECOMUNICACIONES: Court Approves First Day Motions
MAS ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
METAVATION: Meeting to Form Creditors' Panel on Aug. 1
MICHAELS STORES: S&P Retains 'B' CCR Following Notes Upsize

MONITOR COMPANY: Fee Auditor Files Report on Interim Fee Requests
NGPL PIPECO: Bank Debt Trades at 4% Off
NORTHERN BEEF: Case Summary & 20 Largest Unsecured Creditors
ONEOK INC: S&P Expects to Lower Corporate Credit Rating to 'BB+'
PHOENIX COMPANIES: Fitch Withdraws 'B' Issuer Default Rating

POSTMEDIA NETWORK: Revenue Pressure Cues Moody's Negative Outlook
QUEEN ELIZABETH: Section 341(a) Meeting Set on Aug. 30
RAMS ASSOCIATES: Section 341(a) Meeting Scheduled for Aug. 29
RAMS ASSOCIATES: Meeting to Form Creditors' Panel on August 5
RG STEEL: Wants Plan Filing Exclusivity Until Dec. 2

RG STEEL: Seeks Approval to Sell Asset to CH Maryland for $100,000
SAGRES ENERGY: Canacol Energy Exercises Consent of Judgment
SAN YSIDRO, CA: S&P Lowers SPUR on COPs to 'BB+'
SOUND SHORE: Committee Seeks to Hire Deloitte as Fin'l Advisor
SOUTHERN STATES: Moody's Rates New $130MM Senior Notes Issue 'B3'

SOUTHERN STATES: S&P Affirms 'B' CCR; Outlook Stable
STATE FARM: A.M. Best Hikes Finc'l. Strength Rating From 'B-'
STEELE SPORTFISHING: BB&T May Sell Fishing Vessel, Distr. Ct. Says
STELERA WIRELESS: Case Summary & 20 Largest Unsecured Creditors
STI INFRASTRUCTURE: S&P Assigns Prelim. 'B' CCR; Outlook Stable

SYNAGRO INFRASTRUCTURE: Moody's Assigns B3 CFR; Outlook Stable
T SORRENTO: Files 3rd Amended Plan to Modify Claims Treatment
TALON SYSTEMS: Chapter 15 Case Summary
TELECOMMUNICATIONS MGMT: Moody's Keeps Ratings over Loan Increase
TPO HESS: Panel Retains Cooley LLP as Lead Counsel

TPO HESS: Panel Can Retain Richards Layton as Local Counsel
TPO HESS: Can Employ Deloitte to Provide CRO & Restructuring Staff
TRAINOR GLASS: Committee Reports on 17 Settled Adversary Cases
TRAINOR GLASS: Can Use Cash Collateral & DIP Loans Until Nov. 13
TRINITY COAL: Exclusive Plan Filing Date Extended to Sept. 30

TRINITY COAL: Amends CFO Agreement to Remove Severance Pay
TRINITY COAL: Taps Hayflich Grigoraci as CPAs
TWENTY SIX EAST: Voluntary Chapter 11 Case Summary
URBAN FARMER: Case Summary & 20 Largest Unsecured Creditors
UNIQUE BROADBAND: Reports Third Quarter 2013 Financial Results

UNIVERSAL HEALTH: AMC No Longer a Third-Party Administrator
UNIVERSAL HEALTH: Trustee Can Employ Genovese as Special Counsel
UNIVERSAL HEALTH: Trustee Taps Jennis & Bowen as Conflicts Counsel
W.R. GRACE: 3rd Circuit Rules Garlock Has No Standing in Appeal
WASTEQUIP LLC: Moody's Assigns B3 Rating to New $210MM Sr. Notes

WASTEQUIP LLC: S&P Assigns 'BB-' Rating to $40MM 1st-Out Facility

* CFPB Faces Suit Over Unconstitutional Regulation of Attorneys
* Devonshire Wins Summary Judgment in Suits Over Loan Sale

* Moody's Outlines Impact of Housing Recovery on Various Sectors
* Moody's: Falling Gold Prices No Impact on Producers' Ratings

* KMK Partner D. Brock Denton Bags M&A Advisor's 40 Under 40 Award

* BOND PRICING -- For Week From July 22 to 26, 2013

                            *********

1701 COMMERCE: Sale of Assets Completed
---------------------------------------
1701 Commerce, LLC, notified the U.S. Bankruptcy Court for the
Northern District of Texas, Fort Worth Division, that on July 17,
2013, it completed the sale of substantially all of its assets to
1701 Commerce Acquisition, LLC.

A court-approved settlement required the Purchaser, an affiliate
of Presidio Hotel Fort Worth, L.P., to close the sale on or before
July 30, 2013.  The Closing Date has been extended several times.
In exchange for the Purchaser's payment to Dougherty Funding, LLC,
of $60,000, Dougherty agrees to postpone its non-judicial
foreclosure sale of the Debtor's property.

Michael D. Warner, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., in Fort Worth, Texas, represents the Debtor.

                        About 1701 Commerce

1701 Commerce LLC, owner and operator of a full service "Sheraton
Hotel" located at 1701 Commerce, Fort Worth, Texas, filed for
Chapter 11 protection (Bankr. N.D. Tex. Case No. 12-41748) on
March 26, 2012.  The Debtor also was the former operator of a
Shula's steakhouse at the Hotel.

1701 Commerce was previously named Presidio Ft. Worth Hotel LLC,
but changed its name to 1701 Commerce, prior to the bankruptcy
filing date to reduce and minimize any potential confusion
relating to an entity named Presidio Fort Worth Hotel LP, an
unrelated and unaffiliated partnership that was the former owner
of the hotel property owned by the Debtor.

1701 Commerce is a Nevada limited liability company whose members
are Vestin Realty Mortgage I, Inc., Vestin Mortgage Realty II,
Inc., and Vestin Fund III, LLC. 1701 Commerce LLC's operations are
managed by Richfield Hospitality Group, an independent management
company that is not affiliated with the Debtor or any of its
members.

Judge D. Michael Lynn presides over the bankruptcy case.  The
Debtor disclosed $71,842,322 in assets and $44,936,697 in
liabilities.

The Plan co-proposed by the Debtor and Vestin Realty Mortgage I,
Inc., Vestin Realty Mortgage II, Inc., and Vestin Fund III, LLC,
provides that, among other things, Convenience Class of Unsecured
Claims of $5,000 will be paid 100% in cash without interest within
30 days after Effective Date, and Unsecured Claims in Excess of
$5,000 will be paid 100% with interest at 5% through 20 quarterly
payments.


1701 COMMERCE: Can Use Cash Collateral Until July 31
----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, approved an agreed order extending the Interim
Cash Collateral Order in the Chapter 11 case of 1701 Commerce,
LLC, until Aug. 1, 2013.

The Debtor is authorized to use cash collateral for the period of
July 1, 2013 through July 31, 2013 only in the amounts, and only
for the purposes, specified in an updated interim budget.

During the interim period, continued interim use of cash
collateral is conditioned on Senior Lender Dougherty Funding,
LLC's receipt of a monthly adequate protection payment from the
Debtor in the amount of $241,000.

A full-text copy of the Ninth Interim Order and accompanying
budget is available for free at:

        http://bankrupt.com/misc/1701cashcollord0710.pdf

Paul L. Ratelle, Esq., at Fabyanske, Westra, Hart & Thomson, P.A.,
in Minneapolis, Minnesota, for Dougherty Funding.  Michael D.
Warner, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in
Fort Worth, Texas, for Debtor.


250 AZ: Seeks to Employ Hammel Beal as Accountants
--------------------------------------------------
250 AZ, LLC, seeks authority from the U.S. Bankruptcy Court for
the District of Arizona to employ John P Lauer, CPA, at Hammel,
Beal & Lauer, PC, as the accountant for the Debtor to prepare its
State and Federal Tax returns, and monthly reports.

The proposed accountant will be charging the Debtor $80 to $260
per hour.  An estimated $4,000 will be paid to the accountant to
prepare the Debtor's Federal, and State tax returns and an
estimated $2,500 per month will be paid to the accountant to
prepare the Debtor's monthly reports.

Mr. Lauer assures the Court that he is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtor or its
estate.

Dennis M Breen, III, Esq., and John E Olson, Esq., at BREEN OLSON
& TRENTON, LLP, in Tucson, Arizona, represent the Debtor.

                         About 250 AZ, LLC

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

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

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


250 AZ: US Bank's Statement on Additional Tenant-in-Common Owners
-----------------------------------------------------------------
U.S. Bank National Association objects to 250 AZ, LLC's motion to
approve the addition of two new tenant-in-common (TIC) entities,
as additional members of the Debtor, complaining that the motion
is premature in light of the additional briefing ordered by the
U.S. Bankruptcy Court for the District of Arizona prior to issuing
a ruling regarding the effectiveness of the assignments of TIC
interests and the Debtor's ownership of the 29-story office
building and related structures in Cincinnati, Ohio, commonly
known as the Chiquita Center.

U.S. Bank is Trustee, successor-in-interest to Bank of America,
N.A., as Trustee, successor to Wells Fargo Bank, N.A., as Trustee,
for the registered holders of COBALT CMBS Commercial Mortgage
Trust 2006-C1, Commercial Mortgage Pass- Through Certificates,
Series 2006-C1 by and through, CWCapital Asset Management LLC,
solely in its capacity as Special Servicer.

The Trust holds a duly-perfected, first priority lien against the
Chiquita Center.

According to Lori L. Winkelman, Esq. -- Lori.Winkelman@quarles.com
-- at Quarles & Brady LLP, in Phoenix, Arizona, the TIC Agreement
requires each TIC Borrower to comply with all loan documents and
prohibits the assignment of an interest in the Property held by a
TIC Borrower "without the prior written consent of the Lender
being first obtained . . . "

U.S. Bank is also represented by Keith C. Owens, Esq. --
kowens@venable.com -- and Jennifer L. Nassiri, Esq. --
jnassiri@venable.com -- at VENABLE LLP, in Los Angeles,
California.

                         About 250 AZ, LLC

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

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

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


250 AZ: Bank Wants Hearing on Valuation of Tucson Properties
------------------------------------------------------------
Armed Forces Bank, N.A., a secured creditor asks the U.S.
Bankruptcy Court for the District of Arizona to set a hearing,
conference, or evidentiary hearing on 250 AZ, LLC's motion to
determine the valuation of the Debtor's real property located at
3390 West Ina Road, and vacant real property at at 7787 N La
Cholla Blvd., in Tucson, Arizona.

The Debtor filed the valuation motion in March and the Court held
an evidentiary hearing on the motion the following month.
According to the Bank's counsel, Christopher C. Simpson, Esq. --
csimpson@stinson.com -- at Stinson Morrison Hecker LLP, in
Phoenix, Arizona, no further action has been taken for the taking
of evidence regarding the valuation motion.  The Bank, Mr. Simpson
says, would like to see the questions in which it is involved
resolved.  Therefore, the Bank wishes the Court to set an
evidentiary hearing regarding the Debtor's valuation motion.

The Bank, in a separate motion, also asks the Court to order the
Debtor to provide the Bank adequate protection payments or in the
alternative grant the Bank relief from the automatic stay so that
the Bank may enforce all of its rights, liens and remedies against
the Property.

Mr. Simpson alleges that the Debtor obtained its interest in the
Property days prior to the Petition Date, in violation of the
governing loan documents.  Mr. Simpson tells the Court that the
indebtedness of approximately $4,700,000 owed to the Bank far
exceeds the $3,365,000 value of the Property asserted by the
Debtor.  The rents from the Property, which are the Bank's cash
collateral, have not been remitted to the Bank, Mr. Simpson says.
With the exception of the sum of $58,000 paid pursuant to the
Court's instruction at the hearing on April 10, 2013, the Debtor
has not provided the Bank adequate protection for Debtor's use of
the Property or Debtor's use of the Bank's cash collateral.

Accordingly, the Bank asserts that it is entitled to either the
rent payments or relief from the automatic stay pursuant to "for
cause" because its interest in the Property and the rents is not
being adequately protected.

The Debtor, represented by John E. Olson, Esq., at Breen Olson &
Trenton, LLP, in Tucson, Arizona, objects to the Bank's request
for adequate protection, arguing that it has not even asserted in
its motion that the properties in question are diminishing in
value.  Adequate protection payments, according to Mr. Olson, are
only to protect the allowed secured claim from decreasing in
value.  He says the allowed secured claim for the Bank has not yet
been established but it is highly unlikely to be established below
the value asserted by the Debtor.  The Debtor asserts that, based
on the inadequacy of the Bank's Motion, its requested relief
should be denied.

The Bank is also represented by Mark S. Carder, Esq. --
mcarder@stinson.com -- at STINSON MORRISON HECKER LLP, in Kansas
City, Missouri.

                           *     *     *

The Court sets a status hearing on the valuation motion for
July 31, 2013 at 10:00 AM.

                         About 250 AZ, LLC

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

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

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


250 AZ: Wants Claims Bar Date Set for Aug. 31
---------------------------------------------
250 AZ, LLC, asks the U.S.  Bankruptcy Court for the District of
Arizona to set August 21, 2013 as the bar date for all claims in
to be submitted by creditors.

                         About 250 AZ, LLC

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

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

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


250 AZ: Cincinnati Educ. Board Allowed to Pursue Claims
-------------------------------------------------------
Judge Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona modified the automatic stay to permit the
Cincinnati School District Board of Education pursue claims for
damages it may hold against 250 AZ, LLC, for breach, if any, of
the stipulation with respect to value of real estate for tax year
2010 and defend any action by the Debtor in the Hamilton County
Ohio Board of Revision.

The Cincinnati SD Board of Educ. is represented by Alan R. Solot,
Esq. -- arsolot@gmail.com -- in Tucson, Arizona.

                         About 250 AZ, LLC

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

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

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


3501 13TH STREET: Case Summary & 2 Unsecured Creditors
------------------------------------------------------
Debtor: 3501 13th Street NW, LLC
        14900 Sweitzer Lane #206
        Laurel, MD 20707

Bankruptcy Case No.: 13-22333

Chapter 11 Petition Date: July 19, 2013

Court: United States Bankruptcy Court
       District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Richard H. Gins, Esq.
                  Steven H. Greenfeld, Esq.
                  THE LAW OFFICE OF RICHARD H. GINS, LLC
                  4710 Bethesda Avenue, Suite 204
                  Bethesda, MD 20814
                  Tel: (301) 718-1078
                  Fax: (301) 881-8350
                  E-mail: richard@ginslaw.com
                          steveng@cohenbaldinger.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 two largest unsecured creditors is
available for free at http://bankrupt.com/misc/mdb13-22333.pdf

The petition was signed by Steven Madeoy, managing member.


AMERICAN AIRLINES: Embraer in Talks for Jet Order
-------------------------------------------------
Christiana Sciaudone & Mary Schlangenstein, writing for Bloomberg
News, reported that Embraer SA, Brazil's biggest plane maker,
is in talks with AMR Corp.'s American Airlines for an order of 76-
seat jets.

An Embraer official confirmed the discussions in a telephone
interview on July 6 and declined to specify which plane model or
how many jets are being discussed, the Bloomberg report said.

U.S. carriers are buying more of the 76-seat E-175 jets while
phasing out the fuel-inefficient 37- and 50-seaters, the report
related.  Embraer announced orders for 119 E-Jets and 365 firm
orders and commitments for its second generation E2 planes at the
Paris Air Show last month, where Chief Executive Officer
Frederico Curado said he saw "strong demand" from U.S. carriers.

Shares of Sao Jose dos Campos, Brazil-based Embraer rose 0.3
percent to 20.28 reais at 3:05 p.m. on July 6 in Sao Paulo,
paring an earlier decline of as much as 2.1 percent, the report
related.

On July 3, online trade publication Flightglobal reported that
American was close to selecting either the Embraer 175 or
Bombardier Inc.'s CRJ900, the report also related.

Michael Trevino, a spokesman for Fort Worth, Texas-based American
Airlines, declined to comment in an e-mail on talks with Embraer
or Bombardier, according to the report.

"It is known in the industry that they are shopping for new
regional jets," Marc Duchesne, a spokesman for Montreal-based
Bombardier, told Bloomberg in a telephone interview.  He declined
to provide any further information.  "American Airlines knows
that we have the best regional jets on the market."

American is nearing emergence from Chapter 11 bankruptcy
proceedings. The carrier's partner Republic Airways Holdings Inc.
ordered 47 E-175 jets this year, with an option for another 47,
the report noted.

A pilot union contract agreement at American and US Airways Group
Inc., which are expecting to close their merger in the third
quarter, allows lower-paying commuter partners to fly larger
planes, the report said.  Such outsourcing had been limited to
smaller models, which are now out of favor with jet-fuel prices
up almost sevenfold in the past 15 years.

                      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: E&Y Okayed to Provide Add'l Services
-------------------------------------------------------
Judge Sean Lane authorized Ernst & Young LLP, AMR Corp.'s
auditor, to provide additional services to the company.  The firm
will among other things audit the financial statements of AMR
Eagle Holding Corp. as well as the financial statements of AMR
and American Airlines Inc. for the year ended Dec. 31, 2013.

                      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: Seaborne Inks New Codeshare Deal
---------------------------------------------------
American Airlines unveiled on June 24 the launch of a new
codeshare agreement with St. Croix-based Seaborne Airlines,
providing customers access to six destinations in the Caribbean
out of San Juan, Puerto Rico.

The codeshare agreement allows American to place its code on
Seaborne's flights between San Juan (SJU) and Dominica (DOM),
Fort-de-France, Martinique (FDF), Pointe-a-Pitre, Guadeloupe
(PTP), Tortola, British Virgin Islands (EIS), Vieques, Puerto
Rico (VQS) and Virgin Gorda, British Virgin Islands (VIJ).
Customers can book travel on the codeshare flights today for
travel beginning June 27, 2013.

"American is committed to providing our customers with easy and
convenient access to destinations around the globe," said Kurt
Stache, American's Vice President -- Strategic Alliances. "This
new codeshare relationship with Seaborne affirms that commitment
by expanding our global network to include more travel options to
the Caribbean."

"This agreement is indicative of the quality of our people and
our airline," said Gary Foss, President of Seaborne. "We couldn't
be more delighted to be launching a codeshare agreement with
American Airlines and look forward to serving its needs in the
region for years to come."

Members of the American Airlines AAdvantage(R) program will be
eligible to earn miles on the codeshare flights operated by
Seaborne, providing another valuable benefit of the relationship.
American's customers will be able to redeem miles on Seaborne
flights later this year.

Seaborne has been providing inter-island service to the Virgin
Islands and surrounding Caribbean destinations for more than 20
years, and its nonstop service from San Juan's Luis Munoz Marin
International Airport provides customers with easy access to some
of the Caribbean's premier destinations.

                      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 ROADS: Detroit Tunnel Operator Files for Bankruptcy
------------------------------------------------------------
American Roads LLC, which operates highways including the mile-
long Detroit Windsor Tunnel linking the U.S. with Canada, sought
bankruptcy court protection (Bankr. S.D.N.Y. Case No. 13-12412) in
New York, citing $830 million in debt related to swaps and bonds.

The Detroit-based company estimated more than $100 million in
assets.  Among the company's largest unsecured creditors listed in
court papers are holders of about $500 million in bonds, with the
trustee listed as Bank of New York Mellon.

The filings "are not the result of the recent bankruptcy filing of
Detroit, although Detroit's financial situation has contributed to
the difficulties," Chief Executive Officer Neal Belitsky said in
court papers, according to reporting by Michael Bathon,
substituting for Bloomberg News bankruptcy columnist Bill
Rochelle.

Traffic-related revenue declines from toll operations, most in
Alabama, involve "the economic recession, the volatility of gas
prices, reduced travel and discretionary spending," toll
increases, Congressional mandates for increased documentation, and
events including the Deepwater Horizon BP spill in the Gulf of
Mexico, a tornado "and a declining population in the Detroit
area," Mr. Belitsky said.


ARI-RC 14 LLC: Section 341(a) Meeting Scheduled for Aug. 20
-----------------------------------------------------------
A meeting of creditors in the bankruptcy case of ARI-RC 14, LLC,
will be held on Aug. 20, 2013, at 2:00 p.m. at RM 105, 21051
Warner Center Lane, Woodland Hills, California.

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

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

ARI-RC 14, LLC, filed a Chapter 11 petition (Bankr. C.D. Cal. Case
No. 13-14692) on July 15, 2013.  Kenneth Greene signed the
petition as president.  Judge Alan M. Ahart presides over the
case.  John-Patrick M. Fritz, Esq., and Daniel H. Reiss, Esq.,
at Levene Neale Bender Rankin, et al., serve as the Debtor's
counsel.  The Debtor estimated assets and debts of at least $10
million.


ATP OIL: Gets OK to Sell Hydrocarbon Production Payment for $15MM
-----------------------------------------------------------------
ATP Oil & Gas Corporation obtained court approval to sell a
hydrocarbon production payment pursuant to the terms of a
Production Payment Agreement in exchange for the immediate payment
of $15 million.

All objections to the motion that have not been withdrawn, waived
or settled, are overruled, says Judge Marvin Isgur.

Solely with respect to the Production Payment Agreement, he
continues, Macquarie Investments LLC will be deemed to have waived
any covenant in its agreement with the Debtor that may be breached
by the Debtor's entry into the Production Payment Agreement.

Nothing will supersede, impair, or restrict any right, protection,
or priority of the ORRI/NPI Holders under any Subordination
Agreement, the DIP Orders, or any other entered by the Court,
Judge Isgur notes.

As adequate protection for any diminution in value caused by the
sale of the Production Payment to the value of the collateral
securing valid, perfected and non-avoidable statutory liens or
privileges that rank superior in priority to the liens securing
the DIP Claims on the assets that are being purchased pursuant to
the APA (the Senior Liens) held by parties that have objected to
the sale of the Production Payment, the DIP Agent, on behalf of
itself and the DIP Lenders, agrees that it will release DIP
Collateral proceeds of an aggregate value not to exceed
$15,000,000 to an escrow agent designated by the Objecting Senior
Lien Holders under certain circumstances.

For greater certainty, the amount to be paid from production under
the Production Payment Agreement is capped at the Designated IRR
(which is calculated based on the $15 million purchase price and
applying a 15% discount rate) plus the amount of interest, if any,
on overdue amounts payable in accordance with the terms of the
Production Payment Agreement.

The DIP Agent, on behalf of the buyer under the Purchase
Agreement, acknowledges and agrees that if the APA Buyer seeks a
reduction in the purchase price under the APA as a result of the
Production Payment Agreement, any such reduction will be subject
to approval by the Court after notice and hearing and any
reduction for such purpose will not exceed the PPA Cap.

                         About ATP Oil

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

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

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

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

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

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


ATP OIL: Parties File Requests for Payment of Admin. Claims
-----------------------------------------------------------
These parties have filed motions asking the Court to allow and
compel payment of their administrative expenses in ATP Oil & Gas
Corporation's Chapter 11 case:

* Hornbeck Offshore Services LLC seeks payment of $709,668
   arising from postpetition services and materials provided to
   the Debtor;

* Exterran Energy Solutions L.P. seeks payment of $278,109.79 as
   of July 31, 2013, plus applicable contractual demobilization
   fees, interest, attorney's fees and any additional contractual
   charge accruing after July 31, 2013.

* Fortune Natural Resources Corporation explained that although
   it has not yet performed decommissioning work for the Debtor,
   it has been made clear that it will indeed be forced to perform
   the decommissioning work on a certain lease, which will be
   considered an "actual and necessary cost" of preserving the
   estate. Based on the latest figures obtained from the Bureau of
   Ocean Energy Management's Web site, the total remaining
   decommissioning liabilities on the Lease is $1.23 million.
   Fortune says to the extent Fortune's actual costs incurred in
   the decommissioning on the Lease changes, it will supplement
   its motion.

Hornbeck Offshore is represented by Robin B. Cheatham, Esq., at
Adams and Reese LLP.

Exterran Energy is represented by Kevin M. Maraist, Esq., at
ANDERSON, LEHRMAN, BARRE & MARAIST, LLP.

Fortune Natural is represented by Brian A. Kilmer, Esq. --
brian.kilmer@chamberlainlaw.com -- M. Renee Bayer, Esq. --
renee.bayer@chamberlainlaw.com -- at CHAMBERLAIN, HRDLICKA, WHITE,
WILLIAMS & AUGHTRY.

                         About ATP Oil

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

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

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

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

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

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


ATP OIL: Obtains Extension of Deadline to Decide on Office Leases
-----------------------------------------------------------------
Judge Marvin Isgur granted ATP Oil & Gas Corporation's emergency
motion seeking an extension of the deadline within which it must
assume or reject its Office Leases from July 31, 2013 through
October 31, 2013. The Debtor's main offices are located at 4550
and 4600 Post Oak Place in Houston.

In full and final satisfaction of any rental payment obligations
that the Debtor is required to pay to the Office Lessor under the
Office Leases during the Extended Lease Decision Period, the
Debtor is authorized and directed to pay the Lump-Sum Payment of
$152,088 to the Office Lessor on or before July 30, 2013.

In a separate order, Judge Isgur granted in its entirety the
Debtor's motion for entry of an order extending the time within
which it must assume or reject certain of its unexpired leases of
nonresidential property to September 16, 2013.  This pertains to
the Debtor's 64 remaining, unexpired real estate leases with the
Department of the Interior.  The Remaining Unexpired Lease consist
of (a) those leases that are the subject of the Debtor's pending
363 sale of assets to its DIP lenders, which the Court approved on
an interim basis on July 9, 2013; and (b) a handful of other
unexpired oil and gas leases that were excluded from the Rejection
Order so that the Debtor could pursue transactions resulting in
their assignment to predecessors in title on such properties or
their designees.

Prior to the Court's ruling, Statoil USA E&P Inc. submitted a
reservation of rights with respect to the Debtor's motion. Statoil
said the Debtor's statements in the motion that the United States
is its contractual counterparty with respect to its oil and gas
leases in federal waters offshore of the State of Louisiana,
including Block 941, Mississippi Canyon (MC 941), and Block 942,
Mississippi Canyon (MC 942), are simply wrong as a matter of law.
Statoil reserved all its rights in this regard.

                         About ATP Oil

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

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

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

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

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

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


ATARI INC: Selects Successful & Back-Up Bidders for Assets
----------------------------------------------------------
Atari, Inc., and its debtor affiliates notified the U.S.
Bankruptcy Court for the Southern District of New York that they
conducted on July 17 and 18, 2013, auctions with respect to
certain of its assets and have selected the following successful
bidders and back-up bidders:

   Assets                       Successful Bidder   Back-Up Bidder
   ------                       -----------------   --------------
   Backyard Sports Franchise    Epic Gear, LLC           N/A

   Humongous Franchise,
   Fatty Bear's Birthday
   Surprise, Math Gran Prix     Tommo, Inc.              N/A

   Total Annihilation           Wargaming World     Uber
   Franchise                    Limited             Entertainment

   Battlezone Franchise         Rebellion           Tommo, Inc.
                                Interactive
                                Games Limited

   Master of Orion Franchise    Wargaming World     Stardock
                                Limited             Systems, Inc.

   Moonbase Commander Franchise Rebellion                N/A
                                Interactive
                                Games Limited

   Star Control Franchise       Stardock Systems    On The Go
                                                    Technology

Ira S. Dizengoff, Esq., and Kristine G. Manoukian, Esq., at AKIN
GUMP STRAUSS HAUER & FELD LLP, in New York, and Scott L. Alberino,
Esq., and Robert S. Strauss, Esq., at AKIN GUMP STRAUSS HAUER &
FELD LLP, in Washington, DC, represent the Debtors.

                           About Atari

Atari -- http://www.atari.com-- is a multi-platform, global
interactive entertainment and licensing company.  Atari owns
and/or manages a portfolio of more than 200 games and franchises,
including world renowned brands like Asteroids(R), Centipede(R),
Missile Command(R), Pong(R), Test Drive(R), Backyard Sports(R),
and Rollercoaster Tycoon(R).

Atari Inc. and its U.S. affiliates filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Lead Case No. 13-10176) on Jan. 21, 2013, to
break away from their unprofitable French parent company and
secure independent capital.

A day after its American unit filed for Chapter 11 bankruptcy
protection, Paris-based Atari S.A. took a similar measure under
Book 6 of that country's commercial code.  Atari S.A. said it
was filing for legal protection because its longtime backer
BlueBay has sought to sell its 29% stake and demanded repayment by
March 31 on a credit line of $28 million that it cut off in
December.

Peter S. Partee, Sr. and Michael P. Richman of Hunton & Williams
LLP are proposed to serve as lead counsel for the U.S. companies
in their Chapter 11 cases.  BMC Group is the claims and notice
agent.  Protiviti Inc. is the financial advisor.

Duff & Phelps Securities LLC serves as financial advisor to the
Official Committee of Unsecured Creditors.  Cooley LLP serves as
the Committee's counsel.


ATARI INC: A. Chapell Appointed as Consumer Privacy Ombudsman
-------------------------------------------------------------
Tracy Hope Davis, the U.S. Trustee for Region 2, appointed Alan
Chapell, as Consumer Privacy Ombudsman in the Chapter 11 cases of
Atari, Inc., and its debtor affiliates, in respect of the sale
transaction.  The appointment was done in accordance with Section
332 of the Bankruptcy Code.

The U.S. Trustee is represented by Richard C. Morrissey, Esq.,
Trial Attorney, in New York.

                           About Atari

Atari -- http://www.atari.com-- is a multi-platform, global
interactive entertainment and licensing company.  Atari owns
and/or manages a portfolio of more than 200 games and franchises,
including world renowned brands like Asteroids(R), Centipede(R),
Missile Command(R), Pong(R), Test Drive(R), Backyard Sports(R),
and Rollercoaster Tycoon(R).

Atari Inc. and its U.S. affiliates filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Lead Case No. 13-10176) on Jan. 21, 2013, to
break away from their unprofitable French parent company and
secure independent capital.

A day after its American unit filed for Chapter 11 bankruptcy
protection, Paris-based Atari S.A. took a similar measure under
Book 6 of that country's commercial code.  Atari S.A. said it
was filing for legal protection because its longtime backer
BlueBay has sought to sell its 29% stake and demanded repayment by
March 31 on a credit line of $28 million that it cut off in
December.

Peter S. Partee, Sr. and Michael P. Richman of Hunton & Williams
LLP are proposed to serve as lead counsel for the U.S. companies
in their Chapter 11 cases.  BMC Group is the claims and notice
agent.  Protiviti Inc. is the financial advisor.

Duff & Phelps Securities LLC serves as financial advisor to the
Official Committee of Unsecured Creditors.  Cooley LLP serves as
the Committee's counsel.


ATARI INC: Investigation Termination Date Extended to Aug. 30
-------------------------------------------------------------
The investigation termination date of the Official Committee of
Unsecured Creditors appointed in the Chapter 11 cases of Atari,
Inc., et al., is extended until Aug. 30, 2013, according to a
notice filed with the U.S. Bankruptcy Court for the Southern
District of New York.  The term "investigation termination date"
is defined in the final order authorizing the Debtors to incur
postpetition financing from Alden Global Distressed Opportunities
Master Fund, L.P.

Cathy Hershcopf, Esq., Jeffrey L. Cohen, Esq., and Alex R.
Velinsky, Esq., at COOLEY LLP, in New York, represent the
Creditors' Committee.

                           About Atari

Atari -- http://www.atari.com-- is a multi-platform, global
interactive entertainment and licensing company.  Atari owns
and/or manages a portfolio of more than 200 games and franchises,
including world renowned brands like Asteroids(R), Centipede(R),
Missile Command(R), Pong(R), Test Drive(R), Backyard Sports(R),
and Rollercoaster Tycoon(R).

Atari Inc. and its U.S. affiliates filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Lead Case No. 13-10176) on Jan. 21, 2013, to
break away from their unprofitable French parent company and
secure independent capital.

A day after its American unit filed for Chapter 11 bankruptcy
protection, Paris-based Atari S.A. took a similar measure under
Book 6 of that country's commercial code.  Atari S.A. said it
was filing for legal protection because its longtime backer
BlueBay has sought to sell its 29% stake and demanded repayment by
March 31 on a credit line of $28 million that it cut off in
December.

Peter S. Partee, Sr. and Michael P. Richman of Hunton & Williams
LLP are proposed to serve as lead counsel for the U.S. companies
in their Chapter 11 cases.  BMC Group is the claims and notice
agent.  Protiviti Inc. is the financial advisor.

Duff & Phelps Securities LLC serves as financial advisor to the
Official Committee of Unsecured Creditors.  Cooley LLP serves as
the Committee's counsel.


ATARI INC: Wins Court Approval to Sell Seven Video Game Titles
--------------------------------------------------------------
Michael Bathon, substituting for Bloomberg News bankruptcy
columnist Bill Rochelle, reports that Atari Inc., the bankrupt
video-game maker, won court approval to sell seven video-game
franchises for a total of about $5.1 million. U.S. Bankruptcy
Judge James M. Peck approved the sales at a July 24 hearing.

According to the report, Atari held an auction on July 17 and 18
and received offers for franchises Backyard Sports, Humongous,
Total Annihilation, Battlezone, Master of Orion, Moonbase
Commander and Star Control.  Prices rose from the predetermined
minimums set by Atari for all groups of assets except the Moonbase
Commander franchise, court papers show.

The report relates that the Master of Orion block of assets
fetched the most, going to Wargaming World Ltd. for about $1.2
million.  The more valuable assets such as the Atari brand and its
RollerCoaster Tycoon and Test Drive franchises, were to be sold at
auctions on July 16 and 19, according to court documents.

                           About Atari

Atari -- http://www.atari.com-- is a multi-platform, global
interactive entertainment and licensing company.  Atari owns
and/or manages a portfolio of more than 200 games and franchises,
including world renowned brands like Asteroids(R), Centipede(R),
Missile Command(R), Pong(R), Test Drive(R), Backyard Sports(R),
and Rollercoaster Tycoon(R).

Atari Inc. and its U.S. affiliates filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Lead Case No. 13-10176) on Jan. 21, 2013, to
break away from their unprofitable French parent company and
secure independent capital.

A day after its American unit filed for Chapter 11 bankruptcy
protection, Paris-based Atari S.A. took a similar measure under
Book 6 of that country's commercial code.  Atari S.A. said it
was filing for legal protection because its longtime backer
BlueBay has sought to sell its 29% stake and demanded repayment by
March 31 on a credit line of $28 million that it cut off in
December.

Peter S. Partee, Sr. and Michael P. Richman of Hunton & Williams
LLP are proposed to serve as lead counsel for the U.S. companies
in their Chapter 11 cases.  BMC Group is the claims and notice
agent.  Protiviti Inc. is the financial advisor.

Duff & Phelps Securities LLC serves as financial advisor to the
Official Committee of Unsecured Creditors.  Cooley LLP serves as
the Committee's counsel.


B&M LINEN: Breached Contract on Laundry Biz Sale, Bankr. Ct. Says
-----------------------------------------------------------------
Bankruptcy Judge Allan Gropper held that B&M Linens Corp. and
Miron Markus and Boris Markus materially breached a modified asset
purchase agreement for the sale of B&M's commercial laundry
business by misrepresenting the costs of natural gas necessary to
lawfully operate the business.  Therefore, the motion of buyers
Eliot Spitzer and 220 Laundry LLC for partial summary judgment
declaring that the sellers breached the Modified Agreement is
granted.  The complaint should be dismissed against all Defendants
with respect to all counts that depend on the existence of a
material default under the Modified Agreement, the judge said.

The issue of damages was not raised in the Buyers' motion for
partial summary judgment, and the Court does not reach it.
However, Judge Gropper said it is not evident that damages needs
to be further litigated in the adversary proceeding, which is a
removed state court proceeding.  The state court suit was
commenced at a time when the Debtor, controlled by the Markuses,
was operating, and the Buyers, among other things, sought to be
restored to possession.  The Debtor has now not only filed a
bankruptcy petition but its business has been destroyed and
reduced to insurance proceeds.  Judge Gropper said whatever claims
the Buyers have for damages for the Seller's breach of contract
are properly determined in connection with the resolution of the
Buyers' proof of claim against the Debtor, filed on October 25,
2012. If the Sellers can still maintain any of the miscellaneous
claims they assert in the complaint, they can do so as an offset
to the Buyers' claim for damages, Judge Gropper added.

The Debtor has objected to the proof of claim, and the Buyers have
responded.  Judge Gropper said, "It is essential to determine the
amount of the Buyers' claim promptly, as the Debtor and the
Markuses have filed a Second Amended Plan of Reorganization that
purports to pay all creditors in full, depending on the amount of
the Buyers' claim.  Accordingly, in order to take account of this
decision, the Debtor (and the Markuses) may supplement the
Debtor's objection to the damages sought in the Buyers' proof of
claim on or before July 31, 2013. The Debtor may also, if it is so
advised, move to estimate the Buyers' claim pursuant to Sec.
502(c) of the Bankruptcy Code.  The Buyers may respond on or
before August 19, 2013."  A hearing will be held on the claim
objection on August 27, 2013, at 11:00 a.m.

The case is B&M LINEN CORP. and 220 COSTER LLC, Plaintiffs, v.
220 LAUNDRY LLC and ELIOT SPITZER, MICHAEL STEINBERG and ADAM J.
TELLER, Defendants, v. MIRON MARKUS and BORIS MARKUS, Counterclaim
Defendants, 220 LAUNDRY LLC. and ELIOT SPITZER, Third-Party
Plaintiffs, v. MIRON MARKUS and BORIS MARKUS, Third-Party
Defendants, Adv. Proc. No. 12-1885-ALG (Bankr. S.D.N.Y).  A copy
of Judge Gropper's July 12, 2013 Memorandum of Decision is
available at http://is.gd/20gZ8Afrom Leagle.com.

B&M Linen Corp. filed for bankruptcy on April 16, 2012 (Bankr.
S.D.N.Y., Case No. 12-11560(ALG).

Joel M. Shafferman, Esq., of SHAFFERMAN & FELDMAN LLP, in New
York, serves as counsel for Plaintiff and Debtor B&M Linen Corp.

Timothy W. Walsh, Esq., of McDERMOTT WILL & EMERY LLP, in New
York, serve as counsel for Plaintiff 220 Coster LLC and Third
Party Defendants Miron Markus and Boris Markus.

Stephen R. Sugrue, Esq., of COTI & SUGRUE, in New Canaan,
Connecticut, also acts as counsel for the Defendants and Third-
Party Plaintiffs.


BEACH ROAD CENTER: Involuntary Chapter 11 Case Summary
------------------------------------------------------
Alleged Debtor: Beach Road Center, LLC
                5301 SW 98 Court
                Miami, FL 33165

Case Number: 13-27070

Involuntary Chapter 11 Petition Date: July 19, 2013

Court: Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Village Beach Road Center, LLC's petitioner:

Petitioner               Nature of Claim        Claim Amount
----------               ---------------        ------------
Arizona Federal LLC      Money Owed             $75,000
c/o Anthony Davide
7333 Coral Way
Miami, FL 33155


BELLE FOODS: Decides to Sell Remaining Stores After New Interest
----------------------------------------------------------------
Michael Bathon, substituting for Bloomberg News bankruptcy
columnist Bill Rochelle, reports that Belle Foods LLC, the
operator of 57 grocery stores, decided to sell its remaining 44
stores and asked a court for permission to borrow as much as $34.8
million to help fund operations through a sale.

The report relates that the Debtor determined while holding
closing sales at 13 underperforming stores that it was more
advantageous to sell them, according to court documents filed July
24 seeking approval to enter into the financing.  When Belle Foods
sought bankruptcy protection earlier this month it "intended to
slim down the size of its operations, reorganize the company, and
emerge from bankruptcy as quickly as possible," the company said
in court papers. Belle Foods "received unexpected interest" in the
closing stores, which "caused it to reconsider its original plan."

"Belle Foods now believes that marketing all of its stores for
sale presents the best opportunity to maximize the value of its
assets for the benefit of its estate and creditors," the company
said in the court filing.

To preserve the value of the stores as it pursues the sales the
company negotiated a $34.8 million bankruptcy loan with C&S
Wholesale Grocers Inc. and Southern Family Markets LLC, according
to court documents.  Belle Foods owes Southern Family Markets $4
million on a term loan and $24 million on a revolving facility and
owes C&S about $6 million.

The company will use $1.5 million of the loan to fund operations
and the other $33.3 million will be used to refinance existing
debt owed to the lenders.

                         About Belle Foods

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

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

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

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


BETTER PLACE: Chapter 15 Case Summary
-------------------------------------
Chapter 15 Petitioner: Shaul Kotler & Sigal Rozen-Rechav

Chapter 15 Debtor: Better Place, Inc.
                   Rehov Weizmann 2
                   Tel Aviv 64239
                   Israel

Chapter 15 Case No.: 13-11814

Type of Business: The debtor is a company based in Israel that
                  manufactures electric cars.

Chapter 15 Petition Date: July 19, 2013

Court: U.S. Bankruptcy Court
       District of Delaware (Delaware)

Judge: Peter J. Walsh

Debtor's Counsel: Michael Joseph Custer, Esq.
                  PEPPER HAMILTON, LLP
                  Hercules Plaza, Suite 5100
                  1313 Market Street
                  P.O. Box 1709
                  Wilmington, DE 19899
                  Tel: (302) 777-6516
                  Fax: (302) 421-8390
                  E-mail: custerm@pepperlaw.com
                          wlbank@pepperlaw.com

                         - and ?

                  Shana E. Elberg, Esq.
                  MEAGHER & FLOM, LLP
                  Four Times Square
                  New York, NY 10036-6522
                  Tel: (212) 735-3000
                  Fax: (212) 735-2000

                         - and ?

                  Jay M. Goffman, Esq.
                  SKADDEN, ARPS, SLATE, MEAGHER & FLOM, LLP
                  Four Times Square
                  New York, NY 10036-6522
                  Tel: (212) 735-3000

                         - and ?

                  Robert Alan Weber, Esq.
                  SKADDEN ARPS SLATE MEAGHER & FLOM, LLP
                  One Rodney Square
                  P.O. Box 636
                  Wilmington, DE 19899-0636
                  Tel: (302) 651-3000
                  Fax: (302) 651-3001
                  E-mail: robert.weber@skadden.com

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

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

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


BISHAY ISUZU: Massachusetts Appeals Court Nixes Bid for New Trial
-----------------------------------------------------------------
In the appellate case, U.S. AUTO LEASING, INC., BISHAY ISUZU CORP.
and COMMONWEALTH AUTOMOBILE COMPANY, INC. vs. BRIGHTON AVENUE
ASSOCIATES, LLC, Case No. 12-P-1133, the Appeals Court of
Massachusetts affirmed a lower court decision denying a motion for
new trial.

Two of the plaintiffs, Bishay Isuzu Corp. and Commonwealth
Automobile Company, Inc., filed for reorganization under Chapter
11 of the United States Bankruptcy Code in January 2002.  After
the case was converted to a Chapter 7 liquidation proceeding, the
trustee in bankruptcy sold various assets at auction, of which the
current suit was one.  Bishay's wife, Mary, purchased the suit and
prosecutes the appeal on behalf of those two plaintiffs.

The issue presented in the consolidated appeal is whether the
plaintiffs, U.S. Auto Leasing, Inc. (USAL), and two other
corporations owned and operated by Bahig F. Bishay (Bishay), may
obtain the benefit of a prior adjudication between Bishay and
Brighton Avenue Associates, LLC (BAA), in which a jury returned a
verdict in Bishay's favor in the amount of $1,175,000.

In the prior action, Bishay claimed that BAA, through its
principal Harold Brown, breached an oral agreement entitling
Bishay to the limited use of certain commercial premises through
the end of August 2001.  In the present case, the plaintiffs sued
BAA, claiming to be third-party beneficiaries of the oral
agreement between Bishay and BAA, which was the subject of the
prior suit.  The companies filed a motion for partial summary
judgment in the Superior Court seeking to preclude relitigation of
the existence of the contract on the basis of the offensive use of
collateral estoppel.  The judge denied the motion, and, after
losing their case at trial, the companies appealed.

In a July 12, 2013 order, the Appeals Court held that the motion
judge did not abuse his discretion when he found that the
offensive use of collateral estoppel would not be fair to the
defendant and would not fulfil the judicial goals enumerated.

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


BOISE CASCADE: Moody's Says Wood Resources Deal is Credit Positive
------------------------------------------------------------------
Moody's Investors Service commented that Boise Cascade Company's
(Boise Cascade, B1 stable) recent announcement that it will
acquire 2 plywood plants from Wood Resources (unrated) for $102
million is credit positive. The acquisition expands Boise
Cascade's manufacturing footprint in the US southeast, a region
that benefits from low fiber costs. Boise Cascade's B1 Corporate
Family Rating, B1-PD Probability of Default rating, SGL-2
Speculative Grade Liquidity rating and stable outlook will remain
unchanged.

The principal methodology used in rating Boise Cascade was the
Global Paper and Forest Products Industry Rating Methodology
published in September 2009.

Boise Cascade is a building products company headquartered in
Boise, Idaho.


CASA CASUARINA: Former Versace Mansion Has Sept. 17 Auction
-----------------------------------------------------------
Michael Bathon, substituting for Bloomberg News bankruptcy
columnist Bill Rochelle, reports that Casa Casuarina, LLC, will
sell its property at a Sept. 17 auction.

According to the report, Casa Casuarina LLC will put the mansion
up for auction with an opening bid of at least $25 million.  VM
South Beach LLC will make the lead bid with a combination of cash
and debt.  VM's offer is about $646,000 in cash and about
$24.4 million in secured debt that it would forgive if it wins the
auction.

The report relates that to compete, potential buyers must submit a
bid by Sept. 12, according to court documents. Bidders will also
have to make a $3 million deposit into escrow and produce proof
that they have available funds or financing of at least $40
million.

Casa Casuarina will seek court approval of the sale at a hearing
scheduled for Sept. 18.

Zillow.com's current estimate for the house is $68.9 million.

                      About Casa Casuarina

Casa Casuarina, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 13-25645) in Miami on July 1, 2013.  Peter Loftin signed
the petition as manager.  Judge Laurel M. Isicoff presides over
the case.

The company owns the former Versace Mansion on Ocean Drive in
Miami Beach, Florida.  Built in 1930, the mansion was designed to
resemble the home of explorer Christopher Columbus in Genoa,
Italy.   The company disclosed $78,005,976 in assets and
$31,645,775 in liabilities in its schedules.

Joe M. Grant, Esq., at Marshall Socarras Grant, P.L., serves as
the Debtor's counsel.


CASELLA WASTE: S&P Revises Outlook to Stable & Affirms 'B-' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Casella Waste Systems Inc. to stable from negative.  S&P also
affirmed all ratings on the company, including its 'B-' corporate
credit rating.

"The outlook revision reflects our expectation that adequate
liquidity, higher landfill volumes, management's actions to
address operational weaknesses, and the potential for divestiture
proceeds will allow for gradually improving operating results and
credit measures during the next year," said Standard & Poor's
credit analyst James Siahaan.

Industrial- and construction-related "roll-off" volumes have
trended higher in recent months and management has taken actions
designed to improve forecasting accuracy, create more effective
incentives for personnel, and promote greater route efficiency.
Still, S&P recognizes that Casella's debt leverage is likely to
remain very high, as we expect total adjusted debt to EBITDA
remain near 6x.  The company's operating performance suffered
during its fiscal year ended April 30, 2013 from weak capacity
utilization at its landfills in western New York, and the
company's track record in meeting its guidance has been mixed in
recent periods.

The ratings on Casella reflects S&P's view of the company's
financial risk as "highly leveraged," marked by high debt
balances, and minimal free cash generation.  S&P views Casella's
business risk profile as "weak," reflecting the company's below
average profitability for a solid waste services company and its
modest scale of operations, which are partially offset by its
participation in a recession-resistant industry and its
competitive market positions in its operating regions.

The stable outlook reflects S&P's expectation that Casella's
operating results and cash flow generation will help sustain its
financial profile and lead to gradually improving credit metrics
over the next year.  Because of changes in the way management
develops its forecasts, S&P believes the company may be in a
better position to meet its budget this year.  However, S&P will
monitor the company's results very closely and could lower the
ratings if unforeseen events appear likely to materially cloud the
company's prospects.

S&P could lower ratings if unexpected business challenges result
in diminished liquidity.  This could result from weakened demand
and volumes, lower commodities prices, or rising fuel costs.
Liquidity could become pressured if revenue declined by 5% from
fiscal 2013 levels combined with an EBITDA margin decline of about
180 basis points (bps).  S&P could also lower ratings if the
company further increases debt to fund additional returns to
shareholders, though S&P views this as less likely in the near
term.

S&P could raise the rating if the company can reduce leverage
beyond its base-case expectations to the point where total
adjusted debt to EBITDA is sustainably near 5x.  This scenario
could occur if revenue increased 1% and EBITDA margins improved by
380 bps, but S&P believes the likelihood of this occurring within
the next year is remote.


CAVU/ROCK PROPERTIES: Files Bankruptcy and Sues Over Lien
---------------------------------------------------------
Michael Bathon, substituting for Bloomberg News bankruptcy
columnist Bill Rochelle, reports that Cavu/Rock Properties Project
I LLC, a company created to develop a real estate project in
Bakersfield, California, sought bankruptcy (Bankr. W.D. Tex. Case
No. 13-51905) in San Antonio, Texas, and sued a development
partner to avoid a purported mechanics lien.

The San Antonio-based company estimated as much as $10 million in
assets and as much as $50 million in debt in Chapter 11 documents
filed July 19 in its hometown.

According to the report, the company sued Gold Star Construction
Inc. in bankruptcy court on July 23 in an effort to knock out a
mechanics lien of about $1.1 million that Gold Star claimed to
have for unpaid invoices, court paper show.

"Gold Star cannot assert that it has fully performed all
obligations under the development agreement," Cavu/Rock said in
the complaint.  "As a result, its lien must be avoided
immediately."

The company's 20 largest unsecured creditors are owed about $9.7
million, according to court papers.  Wells Fargo Bank NA is
the biggest, owed $5.3 million, which is secured by the 43-acre
project in Bakersfield.


CAVU/ROCK PROPERTIES: Case Summary & 9 Unsecured Creditors
----------------------------------------------------------
Debtor: Cavu/Rock Properties Project I, LLC
        45 NE Loop 410, Suite 245
        San Antonio, TX 78216

Bankruptcy Case No.: 13-51905

Chapter 11 Petition Date: July 19, 2013

Court: United States Bankruptcy Court
       Western District of Texas (San Antonio)

Judge: Craig A. Gargotta

About the Debtor: The Debtor is a company created to develop a
                  real estate project in Bakersfield, California.

Debtor's Counsel: William B. Kingman, Esq.
                  LAW OFFICES OF WILLIAM B. KINGMAN, PC
                  4040 Broadway, Suite 450
                  San Antonio, TX 78209
                  Tel: (210) 829-1199
                  E-mail: bkingman@kingmanlaw.com

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

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

A copy of the Company's list of its largest unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/txwb13-51905.pdf

The petition was signed by Paul E. Krause, manager.


CBL & ASSOCIATES: Fitch Assigns 'BB' Preferred Stock Rating
-----------------------------------------------------------
Fitch Ratings has assigned initial credit ratings to CBL &
Associates Properties, Inc. (NYSE:CBL) as follows:

CBL & Associates Properties, Inc.
-- Issuer Default Rating (IDR) 'BBB-';
-- Preferred stock 'BB'.

CBL & Associates Limited Partnership
-- IDR 'BBB-';
-- Senior unsecured lines of credit 'BBB-';
-- Senior unsecured term loan 'BBB-';
-- Senior unsecured notes (indicative) 'BBB-'.

The Rating Outlook is Stable.

KEY RATING DRIVERS

The ratings reflect the company's large, well-diversified
portfolio of predominantly regional mall assets, strong franchise
value, sufficient credit metrics for the rating, and adequate
financial flexibility highlighted by improving access to capital
and growing unencumbered asset pool. These strengths are offset by
lower growth prospects and less liquidity in lower-productivity
malls relative to Class A peers, high projected utilization under
lines of credit, elevated secured leverage, and execution risk
tied to terming out the company's lines of credit via the
unsecured debt markets.

'ONLY GAME IN TOWN' STRATEGY

CBL's investment strategy focuses on owning dominant retail
centers in middle-markets that are insulated from competition. The
average CBL property is located 30 miles from its nearest
competitor with nearly half of the portfolio meeting this 'only
game in town' investment philosophy. This strategy creates net
operating income (NOI) stability and provides barriers to entry
given the modest population in these regions generally does not
support more than one sizable regional mall or retail center. The
company's franchise value also leads to strong relationships with
retailers while an ongoing redevelopment strategy enhances asset
quality, which helps deter new competition from entering the
market.

SOLID DIVERSITY BY GEOGRAPHY AND TENANT

The company has a granular real estate portfolio across 27 states
that benefits from strong tenant and geographic diversification.
St. Louis is CBL's largest market and generated 8.2% of 2012
revenues, while the top five markets generated 20.6%. Limited
Brands is the company's largest tenant having generated 3.2% of
annualized revenues at March 31 with the top 10 generating only
18.5%. Further, more than 73% of revenues are generated from
tenants that individually contribute less than 1% of annual
revenue. This granularity insulates the company's cashflows from
economic weakness in any particular region as well as credit risk
at the tenant level.

UNDERPERFORMANCE RELATIVE TO 'CLASS A' PEERS

CBL has underperformed its mall REIT peers on a same-store NOI
growth basis by 100 basis points on average since 2001. The
majority of these peers focus on Class A properties in more infill
locations (tenant sales per square foot average $570), which are
generally higher productivity, lower capitalization rate assets
with outsized growth. However, CBL's portfolio (average tenant
sales of $355 per square foot) outperformed Pennsylvania REIT,
which owns predominantly lower-productivity centers ($381/sf), by
90 basis points during the same span.

GROWING OUTLET PRESENCE

CBL continues to grow its outlet footprint through joint ventures
with Horizon Group Properties. The portfolio currently consists of
four properties with 1.4 million square feet and projected to grow
to over 1.7 million sf with the addition of a project in
Louisville next year. The joint ventures have generated strong
double-digit returns on these projects and management has
indicated that CBL will target a new project every 12-18 months.
Fitch views this strategy favorably given the continued solid
performance for outlets, together with the complementary nature of
the business to CBL's core mall portfolio.

IMPROVING FUNDAMENTALS

Small shop leasing spreads increased 10.8% on a GAAP basis during
the first quarter, driven by a 32.9% improvement on new leases and
3.4% on renewals. The outsized growth on new leases was driven by
CBL's active tenant repositioning strategy, which focuses on
replacing weaker performing retailers on short-term, percentage-
heavy rents with stronger tenants generating higher sales per
square foot. Fitch views this strategy favorably given the
company's focus on longer-term rent growth with stronger credit
quality tenants, though there is execution risk given the
potential for downtime-driven vacancy and replacement capital
costs across the portfolio. Fitch expects double-digit blended
lease spreads during 2013, which should drive same-store NOI
growth of approximately 2% during the year.

INVESTMENT GRADE CREDIT METRICS

CBL's leverage has declined steadily to 6.5x at March 31, 2013
from 8.1x at fiscal year-end (FYE) 2008. Fitch expects that
leverage will decline to the low 6.0x range over the next 12-24
months. Fixed charge coverage was 2.1x for the trailing 12 months
(TTM) ended March 31, 2013 and is expected to remain in the low
2.0x range. Fitch defines fixed-charge coverage as recurring
operating EBITDA, less recurring capital expenditures and
straight-line rent adjustments, divided by total interest incurred
and preferred dividends. These metrics are adequate for the 'BBB-'
rating.

TRANSITION TO UNSECURED FINANCING STRATEGY

The company continues to undergo a transition to a predominantly
unsecured-focused debt financing strategy. Since late 2012, the
company has converted its corporate lines of credit to unsecured
and continues to reduce secured debt via repayment of mortgage
maturities. This has driven CBL's secured debt/total debt ratio to
84% at first quarter 2013 (1Q'13) from 92% at FYE 2009, with Fitch
expecting the metric to decline below 70% over the next 12-24
months. Fitch also anticipates that the company will execute an
inaugural unsecured bond offering and/or term loan issuance over
the near term.

ADEQUATE LIQUIDITY AND UNENCUMBERED ASSET PROFILE

CBL has adequate base case liquidity of 1.3x from April 1, 2013 -
Dec. 31, 2014. Fitch defines liquidity coverage as sources of
liquidity divided by uses of liquidity. Sources of liquidity
include unrestricted cash, availability under the unsecured
revolving credit facility, and projected retained cash flow from
operating activities after dividends. Uses of liquidity include
debt maturities, expected recurring capital expenditures, and
remaining development costs.

The company's unencumbered asset coverage of unsecured debt
(calculated using a stressed 8.5% cap rate on 2012 unencumbered
NOI) is strong for the rating at 3.1x. Pro forma for a
hypothetical $400 million unsecured offering to repay secured debt
maturities, coverage would decline to 2.2x, which remains adequate
for the rating.

HEAVY PROJECTED LINE OF CREDIT USAGE

Fitch's base case projects the company will maintain a high
utilization rate across its lines of credit of approximately 50%,
which is well above REIT peers (the median percentage drawn from
retail REITs' revolving credit facilities was 14% as of March 31,
2013). Though this would imply $650 million of availability,
investment grade REITs generally maintain low balances on their
lines of credit, which can help mitigate a poor capital markets
environment and provide backup liquidity for opportunistic growth
transactions.

RATING SENSITIVITIES

The following factors may have a positive impact on CBL's ratings
and/or Outlook:

-- Fitch's expectation of leverage sustaining below 6.0x (leverage
   at March 31, 2013 was 6.5x);

-- Fitch's expectation of fixed charge coverage sustaining above
   2.5x (coverage for the TTM ended March 31, 2013 was 2.1x);

-- Unencumbered asset coverage of unsecured debt (based on a
   stressed 8.5% cap rate) maintaining above 2.0x.

The following factors may have a negative impact on the company's
ratings and/or Outlook:

-- Fitch's expectation of leverage sustaining above 7.0x;

-- Fitch's expectation of fixed charge coverage sustaining below
   1.8x;

-- Inability to access the public unsecured debt market;

-- Reduced financial flexibility stemming from sustained high
   secured leverage and/or significant utilization under lines of
   credit.


CIT GROUP: DBRS Assigns 'BB' Issuer Rating
------------------------------------------
DBRS, Inc. has commented on the 2Q13 earnings of CIT Group Inc.
(CIT or the Company). DBRS rates CIT's Issuer and Senior Unsecured
Debt at BB with a Positive trend.  For the quarter, the Company
reported net income of $183.6 million compared to net income of
$162.6 million in the prior quarter and a net loss of $72.9
million in 2Q12.

CIT's financial results benefited from the absence of significant
debt redemption charges which impacted the prior year's results.
Further, results reflect solid growth in commercial assets despite
the slow economic environment, favorable credit performance and a
balance sheet that continues to be well-managed.  DBRS notes that
revenue growth was accompanied by lower operating costs resulting
in positive operating leverage.

In the quarter, commercial financing and leasing assets grew 1%
sequentially to $31.7 billion.  Growth in commercial assets was
witnessed across all segments, with the exception of Trade
Finance, reflecting $2.9 billion of new funded volumes, a 48%
increase on a linked quarter basis, somewhat offset by normal
portfolio run-off, higher prepayments and asset sales.  Within
Trade Finance, factoring volumes, which tend to be seasonal, were
$6.0 billion for the quarter compared to $6.1 billion a year ago.
Meanwhile, utilization rates remain strong in both the Commercial
Air and Commercial Rail businesses.

Total net revenues were 6% higher QoQ at $460.6 million and nearly
twice that generated a year ago.  DBRS notes that 2Q12 net
revenues were impacted by $264.9 million of charges related to the
redemption of high cost debt.  Growth in commercial earning assets
and solid margins underpinned the 4% QoQ expansion in net finance
revenue to $381.3 million.  Adjusted margins were stable on a
sequential basis, but improved YoY reflecting the Company's
continued success in increasing the proportion of funding from
lower-cost deposits combined with generating attractive yielding
assets.  For 2Q13, the adjusted net finance margin, which excludes
debt redemption charges, and accelerated OID, was 4.62% 2 basis
points (bps) lower QoQ, but 21 bps higher than a year ago.  Core
non-spread revenue, which includes factoring commissions, fee
income and gains on sale of leasing equipment, as a percentage of
average earning assets improved 19 bps QoQ to 1.07%.  Overall,
non-interest revenue expanded 13% sequentially to $79.3 million.
The improvement was driven by gains on equipment sales primarily
related to the sale of commercial aircraft and a modest increase
in fee revenue partially offset by losses related to the sales of
certain international platforms largely reflecting foreign
currency translation.

CIT continues to make progress on its cost reduction initiatives.
Operating expenses totaled $230 million, including $10 million of
restructuring costs.  Excluding these costs, operating expenses
were $220 million, a 4% reduction QoQ.  As a result, CIT's
operating expenses as a percentage of average earning assets were
2.73% in 2Q13, 12 bps lower than in the prior quarter and
continuing to migrate towards the Company's target of 2.25% to
2.50%.  DBRS sees CIT's ability to successfully execute its plans
to reduce the cost base while driving solid growth in the
commercial asset book as an important element towards
strengthening sustainable earnings generation.

Credit performance was stable at cyclical lows; however, asset
quality metrics were impacted by the Company's actions taken to
rationalize subscale portfolios and the corresponding transfer of
the portfolios to held-for-sale.  For 2Q13, NCOs were $29.1
million, or 0.63% of average commercial finance receivables
compared to $9.5 million, or 0.22%.  During the period,
approximately $20 million of charge-offs related to the transfer
of loans to held-for-sale in the Corporate Finance segment
impacted performance.  Excluding these loans, NCOs were broadly
stable across the commercial segments.  Non-accrual loans were
lower across all commercial segments with the exception of Vendor
Finance.  Indeed, non-accrual loans decreased 5% QoQ to $278.5
million, or 1.53% of commercial finance receivables. Provision for
credit losses was $14.6 million in the quarter compared to $19.5
million in the prior quarter primarily related to loan growth.
Allowance coverage remains solid at 2.02% of the commercial
portfolio and 132% of non-accruals.

CIT's balance sheet strength remains solid.  At June 30, 2013,
deposits totaled $11.1 billion and constituted nearly 35% of total
funding.  The expanding presence of low cost deposits in the
funding mix resulted in the Company's average cost of funds
declining by 4 bps QoQ to 3.09% and 72 bps lower YoY.  Further,
the Company renewed two Vendor Finance conduit facilities at more
attractive terms and redeemed the remaining $20 million of the
high-cost InterNotes.  Liquidity continues to be well-managed with
total cash and short-term investment securities of $6.9 billion,
as well as $1.9 billion of unused and committed capacity under the
Company's $2.0 billion revolving credit facility.

Regarding capital, CIT's capital levels were stable QoQ, with a
preliminary Basel I Tier 1 ratio of 16.3% and a Total Capital
ratio of 17.0% at June 30, 2013.  Positively, during the quarter,
the Federal Reserve Bank of New York (FRBNY) terminated the
Written Agreement, dated August 12, 2009, between CIT and the
FRBNY.  Following the lifting of the Written Agreement, CIT
announced a share repurchase plan of up to $200 million of common
stock through the remainder of 2013.  DBRS views the modest
capital distribution as acceptable given the Company's current
regulatory capital levels and ability to generate organic capital.


COLMAR PROPERTIES: Case Summary & 11 Unsecured Creditors
--------------------------------------------------------
Debtor: Colmar Properties, LLC
        8880 Elder Creek Road
        Sacramento, CA 95828

Bankruptcy Case No.: 13-29556

Chapter 11 Petition Date: July 19, 2013

Court: United States Bankruptcy Court
       Eastern District of California (Sacramento)

Judge: Christopher M. Klein

Debtor's Counsel: Anthony Asebedo, Esq.
                  MEEGAN, HANSCHU & KASSENBROCK
                  11341 Gold Express Drive, #110
                  Gold River, CA 95670
                  Tel: (916) 925-1800

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 is
available for free at http://bankrupt.com/misc/caeb13-29556.pdf

The petition was signed by Richard L. Moore, administrator.


COSO GEOTHERMAL: Expected Default Prompts Moody's to Cut Ratings
----------------------------------------------------------------
Moody's Investors Service downgraded Coso Geothermal Power
Holding's pass through trust certificates to Caa2 from Caa1. The
outlook remains negative.

Ratings Rationale:

The rating action reflects Moody's expectation of a payment
default around 2016 due to continuing energy production challenges
at Coso. As of March 2013, energy production was 36% below
original forecast and the Project generates insufficient cash flow
to fully pay debt service. In January 2013, Coso drew $9.7 million
from its debt service (DSR) letter of credit. Further draws on the
DSR LC are expected over time and Moody's expects Coso will fully
deplete the reserve around 2016.

Moody's also recognizes that the Project could default sooner if
Coso's $55 million letter of credit facility expiring in early
December 2014 is not extended. An inability to extend the letter
of credit facility could ultimately lead to a default on Coso's
pass through certificates since a default on $15 million of
project letters of credit cross defaults to Coso's rated debt. A
default on the $40 million DSR LC is not anticipated to cross
default to Coso's rated debt.

The downgrade to Caa2 also considers likely material losses for
bondholders in a default. Even under optimistic projections
assuming some improvement to production, Moody's views recovery to
be no better than 80%. Assuming flat or declining production,
recovery rates could be substantially lower though the possible
recovery range remains wide depending on assumed decline rates.

The negative outlook considers the Project's likely default over
the next several years and the potential for recovery below 80% in
a default.

The Coso's rating could stabilize if the Project is unlikely to
default over the next several years or if expected recovery rates
are likely to exceed 80% should there be a default.

The Project rating could be downgraded if default prospects
accelerate or if recovery rates in such a default are likely to be
below 80%.

Coso Geothermal Power Holdings LLC is a special purpose company
formed to effectuate a sale-leaseback transaction of the Project.
The Project comprises of three linked geothermal plants with a
gross nameplate capacity of 302 MW located in California and a
17.7 MW geothermal plant in Nevada. The California geothermal
plants sell all their power to Southern California Edison (A3
senior unsecured) while the Nevada based plant sells its power to
Sierra Pacific Power (Baa2 Issuer Rating). Coso is owned
indirectly by Terra-Gen Power LLC (Terra-Gen).

The last rating action on Coso occurred on August 9, 2012, when
the rating on Project's pass through trust certificates were
downgraded to Caa1 from B2.

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


CSC HOLDINGS: Planned Note Redemption No Impact on Moody's Ba3 CFR
------------------------------------------------------------------
Moody's says the announced plan of CSC Holdings, LLC, a wholly
owned subsidiary of Cablevision Systems Corporation to redeem CSC
bonds with aggregate principal of approximately $300 million is
credit positive but does not impact Cablevision's Ba2 corporate
family rating or negative outlook.

Headquartered in Bethpage, New York, Cablevision Systems
Corporation serves approximately 2.9 million video customers, 2.8
million high speed data customers, and 2.3 million voice customers
in and around the New York metropolitan area. Cablevision is the
direct parent of CSC Holdings, LLC (CSC), which also owns Newsday
LLC, the publisher of Newsday and other niche publications.


DETROIT, MI: Michigan Attorney General to Represent Retirees
------------------------------------------------------------
Matthew Dolan, writing for The Wall Street Journal, reports that
Michigan Attorney General Bill Schuette announced over the weekend
that he plans to represent Detroit's retirees in the city's
Chapter 9 bankruptcy case because he said their pensions are
protected by the state constitution -- setting up a battle between
state law and the federal bankruptcy code.

We're going to aggressively defend the Michigan constitution," Mr.
Schuette, a Republican, said in an interview Sunday, according to
WSJ. "If anything, this puts the issue out there and facilitates
the issue."  He said Republican Gov. Rick Snyder, who was briefed
on the decision, didn't oppose his entry into the case.  The
governor's spokeswoman said "we appreciate and support efforts to
get clarity" from the federal courts on the pension issue.

According to WSJ, Mr. Schuette said retired workers shouldn't be
caught in the middle of the city's bid for financial
restructuring.  He added that he has concerns that the pension
funds may have been poorly managed, a view shared by the city's
emergency manager Kevyn Orr, who ordered an investigation into
their finances that is ongoing.  "Frankly, they are getting
stiffed in the process," Mr. Schuette said Sunday of city
retirees. "They are not the ones who may have mismanaged the
funds."

The report notes Mr. Schuette said Sunday that Michigan's
constitution is "crystal clear" in stating that pension
obligations may not be diminished or impaired.

According to WSJ, Mr. Schuette, 59, was elected as attorney
general in 2010 after previously serving in the U.S. House from
1985 until 1991. He also previously served as director of the
state's agricultural department as well as in the state senate and
on the state's Court of Appeals. He is running for re-election in
2014. Mr. Snyder, who is finishing up his first term, also is
expected to run again next year.


DETROIT, MI: Judge May Name Mediator for Bankruptcy Negotiations
----------------------------------------------------------------
Michael Bathon, substituting for Bloomberg News bankruptcy
columnist Bill Rochelle, reports that Detroit's bankruptcy judge
may name a fellow jurist to oversee mediation efforts between the
city and creditors owed about $18 billion.

The report relates that in an agenda posted July 23 on the court
docket for an Aug. 2 hearing, U.S. Bankruptcy Judge Steven Rhodes
included a proposed order appointing Gerald Rosen to mediate.  As
chief judge of the U.S. District Court in Detroit, Rosen, 61,
oversees Judge Rhodes and the other bankruptcy judges in the
district.

The city's July 18 bankruptcy filing came amid negotiations
between Kevyn Orr, Detroit's emergency manager, and creditors
including bondholders, public workers and retirees.  Mr. Orr said
that six decades of economic decline had left Detroit unable to
both pay creditors in full and provide residents necessary
services.

Before the bankruptcy, Mr. Orr proposed canceling about $2 billion
in bond debt and reducing $3.5 billion in unfunded pension
liabilities. Those debts would be replaced with about $2 billion
in new notes, forcing bondholders and the pension systems to
accept less than what they are owed.

At the Aug. 2 status conference, Judge Rhodes will also ask the
parties to consider a proposal to appoint an independent fee
examiner, to give him an update on negotiations and to set
deadlines for rejecting collective bargaining agreements,
according to the agenda.

                    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: Commerzbank Drops on Credit to Bankrupt City
---------------------------------------------------------
Michael Bathon, substituting for Bloomberg News bankruptcy
columnist Bill Rochelle, reports that Commerzbank AG fell the most
in more than two weeks after German newspaper Frankfurter
Allgemeine Zeitung said the bank lent the bankrupt city of Detroit
more than $400 million.  Germany's second-biggest lender decreased
as much as 4.7% on July 25, the steepest intraday decline since
July 5.

According to the report, Commerzbank, which got a 18.2 billion-
euro state bailout in 2009 and carried out its fifth capital
increase in four years in May, is seeking to reverse two straight
quarters of losses that prompted a downgrade by Standard & Poor's.

The report relates Commerzbank's subsidiary Eurohypo, which the
bank bought in 2005, lent more than $400 million to Detroit and
might already have written down claims, Frankfurter Allgemeine
Zeitung reported.  Belgium's Dexia SA said last week its exposure
to Detroit amounts to $305 million.

Commerzbank wrote down the value of the credit to Detroit, Armin
Guhl, a spokesman for the Frankfurt-based bank, said in a
telephone interview with Bloomberg's Weixin Zha on July 25.

                    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: UBS Sued by Syncora Guarantee Over Pension Swaps
-------------------------------------------------------------
Michael Bathon, substituting for Bloomberg News bankruptcy
columnist Bill Rochelle, reports that UBS AG, Switzerland's
largest bank, was sued by bond insurer Syncora Guarantee Inc. over
interest-rate swaps tied to $1.4 billion of Detroit pension debt.

The report relates that Syncora, which backs the pension-related
liabilities at issue, seeks to block termination of the swaps,
which would expose the company to the cost of rising interest
rates, according to a complaint filed July 24 in New York State
Supreme Court.

The lawsuit followed Detroit's filing the largest municipal
bankruptcy in history on July 18.

Detroit owes $18 billion to creditors, including $3.5 billion in
underfunded pension liabilities and $1.4 billion in liabilities
under pension certificates of participation, according to court
papers.

The certificates were issued to investors to fund pension
shortfalls.  The swaps were entered into with UBS and SBS
Financial Products to hedge interest-rate risk.  Swap liabilities
tied to the certificates are $296.5 million, according to court
documents.  Under a July 15 agreement with the city, the swaps can
be terminated.

"Syncora has serious and well-founded concern that that the swap
counterparties will soon purport to terminate the swap agreements
without having obtained Syncora's required consent," the Hamilton,
Bermuda-based insurer said in the complaint.

In 2009, UBS and SBS could have forced the city to pay a fee to
end the agreements, which were designed to cut the cost of the
debt.  Instead, the firms struck a deal giving them a claim on
Detroit's gambling-tax revenue, guaranteeing they will get paid
$50 million a year.

The case is Syncora Guarantee Inc. v. UBS AG, 652606/2013, New
York State Supreme Court, New York County (Manhattan).

                    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.


DEX MEDIA EAST: Bank Debt Trades at 21% Off
-------------------------------------------
Participations in a syndicated loan under which Dex Media East LLC
is a borrower traded in the secondary market at 78.58 cents-on-
the-dollar during the week ended Friday, July 26, 2013 according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents an increase of 0.68
percentage points from the previous week, The Journal relates.
Dex Media East LLC pays 250 basis points above LIBOR to borrow
under the facility.  The bank loan matures on Oct. 24, 2016.  The
bank debt carries is not rate by Moody's and Standard & Poor's
rating.  The loan is one of the biggest gainers and losers among
232 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

                             About Dex One

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

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

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

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

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

The 2013 Debtors emerged from Chapter 11 bankruptcy protection on
April 30, 2013, consummating the merger with SuperMedia.


DIGITAL DOMAIN: Action Removal Period Extended to Dec. 31
---------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware extended until Dec. 31, 2013, the time period
provided by Rule 9027 of the Federal Rules of Bankruptcy Procedure
within which DDMG Estate, et al., may file notices of removal of
related proceedings.

                       About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.  The company disclosed assets of $205 million and
liabilities totaling $214 million.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  An official committee of unsecured
creditors appointed in the case is represented by lawyers at
Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP.

At a bankruptcy auction, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs. As
the result of a settlement negotiated by the unsecured creditors'
committee with secured lenders, there will be some recovery for
the committee's constituency.


DIGITAL DOMAIN: D&O Investigation Fee Increased to $925,000
-----------------------------------------------------------
Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the
District of Delaware entered an order further amending the Final
DIP Order to increase the directors' and officers' investigation
fees from $725,000 to $925,000 to pay the allowed fees and
disbursements of counsel to the Official Committee of Unsecured
Creditors appointed in the Chapter 11 case of DDMG, et al.  A
full-text copy of the Amended Final DIP Order and accompanying
budget is available for free at:

     http://bankrupt.com/misc/DDMGdipord0722.pdf

Timothy P. Cairns, Esq., Debra I. Grassgreen, Esq., and Robert J.
Feinstein, Esq., at PACHULSKI STANG ZIEHL & JONES LLP, in
Wilmington, Delaware, represent the Debtors.

                       About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.  The company disclosed assets of $205 million and
liabilities totaling $214 million.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  An official committee of unsecured
creditors appointed in the case is represented by lawyers at
Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP.

At a bankruptcy auction, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs. As
the result of a settlement negotiated by the unsecured creditors'
committee with secured lenders, there will be some recovery for
the committee's constituency.


DIGITAL DOMAIN: Court Okays Deal with OddLot Entertainment
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the settlement agreement between DDMG, et al., and OddLot
Entertainment.

                       About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.  The company disclosed assets of $205 million and
liabilities totaling $214 million.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  An official committee of unsecured
creditors appointed in the case is represented by lawyers at
Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP.

At a bankruptcy auction, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs. As
the result of a settlement negotiated by the unsecured creditors'
committee with secured lenders, there will be some recovery for
the committee's constituency.


DIGITAL DOMAIN: Ed Ulbrich Steps Down as Chief Executive Officer
----------------------------------------------------------------
Ed Ulbrich, the longtime and highly respected Executive at Digital
Domain 3.0 who stepped up and was appointed CEO when the company
was purchased post bankruptcy in September 2012, is exiting the
position but has entered into a creative consultant arrangement
with the company, it was announced on July 27.  He will also
continue as producer of Digital Domain's upcoming feature film
"Enders's Game," which Lionsgate/Summit is releasing domestically
on November 1.

Mr. Ulbrich has been with the company since its inception in 1993
and was the chief architect of its advertising production
business.  He also executive produced the Academy Award-winning
visual effects for The Curious Case of Benjamin Button and
Titanic, as well as Tron Legacy, Fight Club, Zodiac among others:
music videos for Lady Gaga, Rolling Stones, and Michael Jackson,
and more: 500+ commercials and the computer-generated "hologram"
of the late rap star Tupac Shakur for the Coachella Valley Music
Festival.

"I've spent many wonderful years at Digital Domain and was honored
to have been trusted to lead the company through its acquisition
and to help set the strategic path forward," Mr. Ulbrich said.
"Now, with the ownership having brought the company under Sun
Innovation, a solid, significant public company, and Digital
Domain 3.0 into its next phase, I am looking forward to returning
to the creative side of the business to pursue producing full-
time.  I look forward to continuing a fruitful relationship with
Digital Domain 3.0 as we move forward."

"The Sun Innovation Board of Directors thanks Ed for his more than
20 years of dedication to Digital Domain and the excellence he has
delivered again and again," said Jian Zhou, Chairman of Sun
Innovation . "Ed's artistry and technical expertise have helped
the company become an industry leader and will always be a key
part of its highly cherished legacy."

Sun Innovation's Executive Daniel Seah assumes the reins as CEO at
Digital Domain 3.0.

"The partnership between Sun Innovation, Galloping Horse and
Reliance MediaWorks is a strong and collaborative business
relationship," said Venkatesh Roddam, CEO of Reliance MediaWorks.
"With Daniel Seah leading this company, I am confident Digital
Domain 3.0 will become a major force in the entertainment
industry. He has our full support."

Mr. Seah has experience in business development and has managed
corporate projects in entertainment, media, energy and
environmental protection and technology.  Most recently he served
on the senior management team of Simsen International Financial
Group, where he oversaw mergers, acquisitions and managed investor
relations.

"I am grateful for the opportunity to lead Digital Domain 3.0,"
said Mr. Seah.  "I envision the new Digital Domain 3.0 to be a
place where artists can thrive and clients will be delighted with
our cutting-edge technology and client-focused approach."

With the acquisition of Galloping Horse U.S.'s stake of Digital
Domain 3.0, Sun Innovation owns 70% of Digital Domain 3.0, for
approximately $50.5 million (U.S.) for equity shares.  Reliance
MediaWorks continues to own a minority stake (30%) in Digital
Domain 3.0.

                      About Digital Domain

Port St. Lucie, Florida-based Digital Domain Media Group, Inc. --
http://www.digitaldomain.com/-- engaged in the creation of
original content animation feature films, and development of
computer-generated imagery for feature films and trans-media
advertising primarily in the United States.

Digital Domain Media Group, Inc. and 13 affiliates sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on
Sept. 11, 2012, to sell its business for $15 million to
Searchlight Capital Partners LP, subject to higher and better
offers.  The company disclosed assets of $205 million and
liabilities totaling $214 million.

The Debtors also have sought ancillary relief in Canada, pursuant
to the Companies' Creditors Arrangement Act in the Supreme Court
of British Columbia, Vancouver Registry.

Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the
Debtors.  FTI Consulting, Inc.'s Michael Katzenstein is the chief
restructuring officer.  Kurtzman Carson Consultants LLC is the
claims and notice agent.  An official committee of unsecured
creditors appointed in the case is represented by lawyers at
Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP.

At a bankruptcy auction, the principal part of the business was
purchased by a joint venture between Galloping Horse America LLC,
an affiliate of Beijing Galloping Horse Co., and an affiliate of
Reliance Capital Ltd., based in Mumbai.  The $36.7 million total
value of the contact includes $3.6 million to cure defaults on
contracts and $2.9 million in reimbursement of payroll costs.  As
the result of a settlement negotiated by the unsecured creditors'
committee with secured lenders, there will be some recovery for
the committee's constituency.


DKR LAND: Case Summary & Unsecured Creditor
-------------------------------------------
Debtor: DKR Land Development Enterprises, LLC
        3431 East 86th Avenue
        Thornton, CO 80229

Bankruptcy Case No.: 13-22419

Chapter 11 Petition Date: July 19, 2013

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Aaron J. Conrardy, Esq.
                  Harvey Sender, Esq.
                  SENDER WASSERMAN WADSWORTH, P.C.
                  1660 Lincoln St., Ste. 2200
                  Denver, CO 80264
                  Tel: (303) 296-1999
                  Fax: (303) 296-7600
                  E-mail: aconrardy@sendwass.com
                          Sendertrustee@sendwass.com

Estimated Assets: $0 to $50,000

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

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Sconset Resources                                $400,000
Attn: Marty Bloom
410 17th Street, Ste 2400
Denver, CO 80202

The petition was signed by Karen Tollefson, managing member.


EARL GAUDIO: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Earl Gaudio & Son, Inc.
        1803 Georgetown Road
        Tilton, IL 61833

Bankruptcy Case No.: 13-90942

Chapter 11 Petition Date: July 19, 2013

Court: U.S. Bankruptcy Court
       Central District of Illinois (Danville)

Judge: Gerald D. Fines

Debtor's Counsel: John David Burke, Esq.
                  ICE MILLER, LLP
                  200 West Madison, Suite 3500
                  Chicago, IL 60606
                  Tel: (312) 726-8148
                  E-mail: john.burke@icemiller.com

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

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

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

The petition was signed by Angela E. Major Hart, as Authorized
Signer of First Midwest Bank, custodian.


EASTMAN KODAK: Plan Continues to Draw Objections from Shareholders
------------------------------------------------------------------
Eastman Kodak Co.'s Chapter 11 reorganization plan continues to
draw objections from shareholders who will get nothing when the
company emerges from bankruptcy protection.

Four more formal objections to the plan have been filed this week
with the U.S. Bankruptcy Court in Manhattan by shareholders who
demanded an accurate valuation, arguing the value of the company
was "grossly underestimated" and that important information has
not been disclosed.

The shareholders also expressed concern over the alleged
involvement of some creditors in insider trading.

In a July 22 letter to U.S. Bankruptcy Judge Allan Gropper, Nancy
Bo of Santa Monica, California, asked the judge not to confirm the
plan until the issue of insider trading is investigated.

"Traders who engage in insider trading may have their claims
subordinated to equity," the Kodak shareholder wrote in the
letter.

The shareholders also pressed for the appointment of an equity
committee, saying they have been "totally disregarded" throughout
Kodak's bankruptcy proceedings.

Early this month, Ahsan Zia and Robert Saikaley, on behalf of
themselves and other noninsider shareholders, asked the bankruptcy
judge to reconsider his previous denial of an equity committee,
saying the shareholders have been unfairly cast aside in Kodak's
restructuring efforts.  The hearing to consider the appointment is
set for August 5.  Objections are due by July 31.

Judge Gropper in July 2012 denied the shareholders' bid to appoint
an equity committee, saying they are adequately represented by
other groups committed to maximizing the value of Kodak's estate.
The judge said the formation of a new committee would saddle the
bankruptcy proceedings with unnecessary administrative costs.



EASTMAN KODAK: Gets Another Two Months to Decide on Monroe Lease
----------------------------------------------------------------
U.S. Bankruptcy Judge Allan Gropper gave Eastman Kodak Co. another
two months to decide whether to assume or reject its lease
contract with the County of Monroe.

Judge Gropper moved to Sept. 30 the deadline for Kodak to assume
or reject the contract dated June 30, 1987.  The current deadline
is set to expire on July 31.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


EXIDE TECHNOLOGIES: Zurich Obligations to Have Priority Status
--------------------------------------------------------------
The U.S. Bankruptcy Court approved certain accommodations in
connection with the renewal of Exide Technologies' existing
insurance policies with Zurich America Insurance Company.

Any postpetition obligations owed by the Debtor to Zurich under
the policies and the related agreements will be administrative
obligations entitled to priority under 11 U.S.C. Section 503(b)
and are actual and necessary expenses of the estate to be paid in
the ordinary course of business.

The automatic stay imposed by the bankruptcy filing, if and to the
extent applicable, will not prohibit Zurich from canceling the
policies pursuant to the terms of the policies and applicable law.

All letters of credits held by Zurich posted by the Debtor,
whether posted before or after the Petition Date, secures all
obligations of the Debtor to Zurich no matter when they arise.

                    About Exide Technologies

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

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

Exide Technologies returned to Chapter 11 bankruptcy (Bankr. D.
Del. Case No. 13-11482) on June 10, 2013.  For the new case, Exide
has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as
counsel; Alvarez & Marsal as financial advisor; Sitrick And
Company Inc. as public relations consultant and GCG as claims
agent.

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

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


EXIDE TECHNOLOGIES: Rule 2015.3 Report Now Due Sept. 7
------------------------------------------------------
At the behest of Exide Technologies, the bankruptcy court entered
an order providing that the time to file by which the Debtor must
file its FRBP Rule 2015.3 reports or, alternatively, to file a
motion seeking a modification of the requirements of Rule 2015.3
for cause, is extended for 60 days from the current deadline
imposed by Rule 2015.3(b), to and including Sept. 7, 2013.

                    About Exide Technologies

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

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

Exide Technologies returned to Chapter 11 bankruptcy (Bankr. D.
Del. Case No. 13-11482) on June 10, 2013.  For the new case, Exide
has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as
counsel; Alvarez & Marsal as financial advisor; Sitrick And
Company Inc. as public relations consultant and GCG as claims
agent.

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

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


EXIDE TECHNOLOGIES: CEO Bolch Steps Down; Caruso to Succeed
-----------------------------------------------------------
Exide Technologies on July 26 disclosed that effective July 31,
2013, James R. Bolch has voluntarily stepped down from his
positions as President, Chief Executive Officer and a member of
the Board of Directors of Exide in order to pursue other
opportunities.  In connection with his resignation, Mr. Bolch has
agreed to provide transition services through November 29, 2013.

The Company also announced that Robert M. Caruso, of Alvarez &
Marsal, who has acted as Exide's Chief Restructuring Officer since
June 2013, will cease serving as Chief Restructuring Officer and
be appointed President and Chief Executive Officer, and Ed Mosley,
also of Alvarez & Marsal, will be appointed Chief Restructuring
Officer, each effective as of August 1, 2013.

"We want to thank Jim for his leadership of the Company over the
last three years and during this initial phase of our
reorganizational efforts.  We wish him all the best in his future
endeavors," said Jack Reilly, Chairman of the Board of Directors.
"We are delighted and extremely fortunate to have executives of
Bob's and Ed's character, knowledge and restructuring expertise to
set the company on a long-term path to success."

                    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 in July won final court approval to borrow as much as $500
million to help fund operation as it reorganizes in bankruptcy.


FIBERTOWER CORPORATION: DETFP11 Lease Rejected
----------------------------------------------
FiberTower Corporation won approval from the bankruptcy court to
reject a lease, identified as the DETFP11 Lease, effective as of
May 17, 2013. The Court agreed to modify a prior order ("123NET
order") that included the DETFP11 Lease from the list of assigned
leases.

Counsel for the Debtor can be reached at:

         Paul N. Silverstein, Esq.
         Michelle V. Larson, Esq.
         Jeremy B. Reckmeyer, Esq.
         ANDREWS KURTH LLP
         1717 Main Street, Suite 3700
         Dallas, TX 75201
         Tel: (214) 659-4400
         Fax: (214) 659-4401

                  About FiberTower Corporation

FiberTower Corporation, FiberTower Network Services Corp.,
FiberTower Licensing Corp., and FiberTower Spectrum Holdings
LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos.
12-44027 to 12-44031) on July 17, 2012, together with a plan
support agreement struck with prepetition secured noteholders.

FiberTower is an alternative provider of facilities-based backhaul
services, principally to wireless carriers, and a national
provider of millimeter-band spectrum services.  Backhaul is the
transport of voice, video and data traffic from a wireless
carrier's mobile base station, or cell site, to its mobile
switching center or other exchange point.  FiberTower provides
spectrum leasing services directly to other carriers and
enterprise clients, and also offer their spectrum services through
spectrum brokerage arrangements and through fixed wireless
equipment partners.

FiberTower's significant asset is the ownership of a national
spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum
licenses, including over 740 MHz in the top 20 U.S. metropolitan
areas and, in the aggregate, roughly 1.72 billion channel pops
(calculated as the number of channels in a given area multiplied
by the population, as measured in the 2010 census, covered by
these channels).  FiberTower believes the Spectrum Portfolio
represents one of the largest and most comprehensive collections
of millimeter wave spectrum in the U.S., covering areas with a
total population of over 300 million.

As of the Petition Date, FiberTower provides service to roughly
5,390 customer locations at 3,188 deployed sites in 13 markets
throughout the U.S.  The fixed wireless portion of these hybrid
services is predominantly through common carrier spectrum in the
11, 18 and 23 GHz bands.  FiberTower's biggest service markets are
Dallas/Fort Worth and Washington, D.C./Baltimore, with additional
markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit,
Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco
and Tampa.

As of June 30, 2012, FiberTower's books and records reflected
total combined assets, at book value, of roughly $188 million and
total combined liabilities of roughly $211 million.  As of the
Petition Date, FiberTower had unrestricted cash of roughly $23
million.  For the six months ending June 30, 2012, FiberTower had
total revenue of roughly $33 million.  With the help of FTI
Consulting Inc., FiberTower's preliminary valuation work shows
that the Company's enterprise value is materially less than $132
million -- i.e., the approximate principal amount of the 9.00%
Senior Secured Notes due 2016 outstanding as of the Petition Date.
The preliminary valuation work is based upon the assumption that
FiberTower's spectrum licenses will not be terminated.  Fibertower
Spectrum disclosed $106,630,000 in assets and $175,501,975 in
liabilities as of the Chapter 11 filing.

Judge D. Michael Lynn oversees the Chapter 11 case.  Lawyers at
Andrews Kurth LLP serve as the Debtors' lead counsel.  Lawyers at
Hogan Lovells and Willkie Farr and Gallagher LLP serve as special
FCC counsel.  FTI Consulting serve as financial advisor.  BMC
Group Inc. serve as claims and noticing agent.  The petitions were
signed by Kurt J. Van Wagenen, president.

Wells Fargo Bank, National Association -- as indenture trustee and
collateral agent to the holders of 9.00% Senior Secured Notes due
2016 owed roughly $132 million as of the Petition Date -- is
represented by Eric A. Schaffer, Esq., at Reed Smith LLP.  An Ad
Hoc Committee of Holders of the 9% Secured Notes Due 2016 is
represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya,
Esq., at Stroock & Stroock & Lavan LLP.  Wells Fargo and the Ad
Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark
Elmore, Esq., at Haynes and Boone, LLP, as local counsel.

U.S. Bank, National Association -- in its capacity as successor
indenture trustee and collateral agent to holders of the 9.00%
Convertible Senior Secured Notes due 2012, owed $37 million as of
the Petition Date -- is represented by Michael B. Fisco, Esq., at
Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq.,
at McGuire Craddock & Strother PC as local counsel.

William T. Neary, the U.S. Trustee for Region 6 appointed five
members to the Official Committee of Unsecured Creditors in the
Debtors' cases.  The Committee is represented by Otterbourg,
Steindler, Houston & Rosen, P.C., and Cole, Schotz, Meisel, Forman
& Leonard, P.A.  Goldin Associates, LLC serves as its financial
advisors.

In May 2013, FiberTower sought and obtained Court authority to
sell their telecommunications equipment and employ American
Communications, LLC, as telecommunications equipment reseller.
According to the Debtors, the telecommunications equipment, which
was a part of their backhaul business, is no longer necessary in
the conduct of their business.  They, however, believe that the
equipment may have resale value that would benefit their estates.

In February 2013, FiberTower filed with the Court a motion to sell
assets that are primarily utilized by the Debtors to provide
wireless backhaul services in the State of Ohio to Cellco
Partnership (dba Verizon Wireless) free and clear for $1.5
million.  Verizon Wireless will also pay the pre-closing, monthly
operating costs incurred by the Debtors in connection with
operating the business in an amount not to exceed $258,000 per
month and a monthly fee of $20,000 for certain transition services
relating to the assets following the closing.


FLEXI-VAN LEASING: New Sr. Notes Issuance Gets Moody's B3 Rating
----------------------------------------------------------------
Moody's Investors Service has assigned a B3 rating to Flexi-Van
Leasing, Inc.'s proposed senior unsecured notes due 2018. At the
same time, Moody's assigned Corporate Family Rating of B1 and a
Probability of Default Rating of B2-PD. The ratings outlook is
stable.

Ratings Rationale:

Flexi-Van's ratings incorporate a B2 probability of default
profile that reflects high leverage and substantial operating
risks associated with on-going changes in the company's business
model. These factors are offset by substantial recovery that would
be provided by the strong value in company's fleet of leasing
equipment that supports a one-notch uplift of the Corporate Family
Rating above the company's Probability of Default Rating.

Proceeds from Flexi-Van's proposed notes offering, along with a
substantial draw on the proposed $275 million revolving credit
facility, will be used to refinance the company's existing senior
debt, as well as to fund a sizeable ($150 million) distribution to
its sole shareholder. As a result, with over $500 million in total
debt (including Moody's standard adjustments) on close of
refinancing, Flexi-Van's pro forma Debt to EBITDA is estimated at
approximately 6.5 times, which is high relative to B2-rated
entities. Other credit metrics are more closely aligned with the
assigned ratings: pro forma Funds from Operations (FFO) plus
Interest to Interest of approximately 2.5 times, Funds from
Operations to Debt of over 10%, and Tangible Common Equity to
Tangible Managed Assets of almost 40%. The CFR, at B1, is rated
one notch above the B2 PDR, reflecting the significant recovery to
Flexi-Van's lenders as implied by the company's sizeable asset
base. Flexi-Van maintains a strong franchise position as a leading
provider of intermodal chassis to the US transportation sector.
Flexi-Van maintains a lease fleet of nearly 140,000 chassis units
with a book value of approximately $450 million. This is second in
size only to Interpool Inc. (a subsidiary of Trac Intermodal LLC),
whose revenue and fleet size are considerably larger than that of
Flexi-Van. While servicing the larger debt load resulting from the
refinancing transaction, Flexi-Van must also ensure adequate
ongoing reinvestment in its fleet to sustain its current
competitive position. Nonetheless, considering the mobile nature
of the assets in the lease fleet, the commonality of this
equipment to intermodal operators, and the essentiality of Flexi-
Van's chassis to the US transportation network, Moody's estimates
that the value of the company's lease fleet would contribute to
substantial recovery to senior lenders in the event of default. As
such, a 65% family recovery rate has been assigned to Flexi-Van's
ratings per Moody's Loss Given Default (`LGD') Methodology, which
results in a CFR that is one notch above the PDR.

Flexi-Van's ratings consider risks associated with on-going
changes in its revenue profile. The company, like the chassis
leasing sector in general, is transitioning from a predominantly
term leasing business to one that relies increasingly on a pool
subscription model that services the growing motor carrier
customer base. This shift could result in improving revenue yield,
as per diem rates are considerably higher in the pooling business,
but at higher costs and lower utilization rates, which suggests
that proper execution of this strategy will be important to
maintain operating margins going forward.

Additionally, the ratings consider risks attendant to the
company's private ownership, but do not incorporate any
expectation of additional shareholder distributions, or other
leveraging transaction in the near term. If such transactions were
to be pursued, ratings would be adversely affected. Moody's notes,
however, that covenants in the proposed senior credit facility
limit potential for such distributions over the near term.

The $250 million of senior unsecured notes are rated B3, which is
two notches below the Corporate Family Rating, reflecting the
substantial level of secured debt that is senior in claim to this
instrument, and the lower estimated recovery assessed on the
unsecured notes per Moody's LGD Methodology.

Moody's believes that Flexi-Van maintains an adequate liquidity
position. The company maintains a modest cash balance, and is
expected to generate levels of operating cash flow over the near
term that are sufficient to maintain fleet investments. On close
of refinancing transactions, Flexi-Van will have a $275 million
revolving credit facility due 2017 (not rated by Moody's). A large
portion (approximately $214 million) is expected to draw on close
of the refinancing transaction. Moody's views the estimated $50
million of remaining availability, after letters of credit usage,
as moderate for a company of this size. However, it is expected
that the company will use free cash generated, along with proceeds
from equipment sales, to repay a modest portion of the amount
outstanding under this facility over the next few years. Moody's
estimates that the company will be compliant with financial
covenants prescribed under the new revolving credit facility.

The stable ratings outlook reflects Moody's expectations that the
company will be able to grow its revenue over the near term in an
environment of strong intermodal equipment demand, while improving
margins as the company takes on more higher-yielding subscription-
based leasing contracts. This will likely result in slow
improvements in leverage and interest coverage metrics to levels
that more firmly support the B1 CFR and B2 PDR. Ratings or their
outlook could be adjusted downward if margins fall, possibly from
weak lease yields or deterioration in utilization rates that may
ensue from unexpected changes in the economic environment or the
competitive landscape of the intermodal equipment leasing
industry. Debt to EBITDA sustained above 7.0 times, FFO plus
Interest to Interest of less than 2.0 times, or persistently
negative free cash flow and a weakening in liquidity could result
in a ratings downgrade. Ratings could also be lowered if the
company were to undertake aggressive financial policy initiatives,
such as further distributions to its owner. Upward rating
consideration could be warranted if the company were to repay a
substantial portion of its debt while improving operating margins
and growing its fleet, such that Debt to EBITDA were to fall below
5.5 times, FFO plus Interest to Interest were to exceed 2.5 times,
or Retained Cash Flow to Debt exceeds 12%. A substantial increase
in cash reserves and revolver availability would also be necessary
for a ratings upgrade.

Assignments:

Issuer: Flexi-Van Leasing, Inc.

Corporate Family Rating, Assigned B1

Probability of Default Rating, Assigned B2-PD

Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD4, 58%)

The principal methodology used in this rating was the Global
Surface Transportation and Logistics Companies Industry
Methodology 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.

Flexi-Van Leasing, Inc., headquartered in Kenilworth, NJ, is a
leading provider of intermodal chassis to the transportation
industry.


FLEXI-VAN LEASING: S&P Assigns 'BB-' Rating to $250MM Senior Notes
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its long-term 'BB-'
corporate credit rating to Flexi-Van Leasing Inc.  The outlook is
stable.  At the same time, S&P assigned its 'BB-' rating to the
company's proposed $250 million senior notes with a '4' recovery
rating, indicating average (30%-50%) recovery in a payment default
scenario.

"Our ratings on Kenilworth, N.J.-based Flexi-Van reflect the
company's aggressive financial policies, including large advances
and material debt-financed dividend payments to its owner, David
Murdock," said credit analyst Funmi Afonja.  "Positive credit
factors include Flexi-Van's substantial market position (no. 2) in
chassis leasing, an industry with a limited number of
participants.  Chassis are wheeled frames that are used mostly to
transport marine cargo containers by truck.  We categorize Flexi-
Van's business risk profile as "fair," its financial risk profile
as "aggressive," its liquidity as "adequate," and its management
as "fair" under our criteria.  The company does not publicly
disclose financial information".

In S&P's forecast base-case scenario, pro forma for the proposed
transaction, it expects credit measures to remain weak over at
least the next two years with:

   -- Funds from operations (FFO) to total debt in the low-teens
      percent range,

   -- Debt to EBITDA of less than 7x, and

   -- Debt to capital of more than 90%.

Flexi-Van's financial profile and credit metrics reflect S&P's
treatment of advances made to the owner as a reduction to equity,
consistent with S&P's criteria.  S&P's measures also reflect the
material increase in debt to finance a $150 million dividend
payment to Castle and Cooke Investments, an entity controlled by
David Murdock, who also owns Flexi-Van.  Pro forma for the
proposed refinancing, Flexi-Van is issuing $250 million senior
notes (rated) and entering into a $275 million senior secured
credit facility (unrated) with a $50 million accordion option.
Like other transportation equipment leasing companies, Flexi-Van
operates at higher leverage than a typical like-rated industrial
company.

"We believe Flexi-Van will continue to benefit from a gradually
improving U.S. economy, which should bode well for cargo volume
and chassis usage.  We expect modest revenue and earnings growth
over the next two years, driven primarily by higher utilization
and, to a lesser extent, a modest increase in lease rates.  Fleet
utilization averaged 78.9% during the quarter ended March 2013,
compared with an average of 75.3% during 2012, and we expect a
modest improvement in utilization during 2013.  As of June 30,
2013, Flexi-Van's fleet consists of about 138,300 units
representing approximately 27% market share--second only to
Interpool Inc.'s fleet of about 244,009 units, which makes up more
than half the market.  Both are significantly larger than other
competitors Direct Chassis Link and TAL International Inc," S&P
said.

Flexi-Van is primarily a chassis lessor.  Chassis mostly transport
containers between ships and freight depots in North America.
Flexi-Van also leases generator sets, which, when mounted on a
chassis, provide power to refrigerated containers as they move
between destinations.  Flexi-Van also participates in managed
pools, for which it manages units for shippers and railroads at
ports.

The stable rating outlook reflects S&P's expectation that the
company will maintain its financial profile, benefiting from
stable earnings.  S&P factors into its stable outlook its
expectation that the company will refrain from making material
debt-financed dividends over at least the next two years.

S&P do not expect to lower the ratings, but could if renewed
economic weakness lowered utilization, earnings, and cash flow, or
if the company made material debt-financed dividends to its owner
such that FFO to total debt fell to and remained below 10%.

S&P also do not expect to raise the ratings, given the company's
very aggressive financial policies and history of large advances
to its owner.  However, S&P could raise the ratings if the company
adopted more conservative financial policies and S&P believed
those policies would be sustained, and if better-than-expected
earnings or reduced debt increased FFO to debt to the mid-teens
percent range on a sustained basis.


FUWEI FILMS: Gets Nasdaq Listing Non-Compliance Notice
------------------------------------------------------
Fuwei Films (Holdings) Co., Ltd., a manufacturer and distributor
of high-quality BOPET plastic films in China, on July 26 announced
that the Company received a letter from The Nasdaq Stock Market on
July 25, 2013 indicating that as a result of the Company's failure
to have a minimum Market Value of Publicly Held Shares (MVPHS) of
$5,000,000, the Company is not in compliance with the Nasdaq
requirements for continued listing set forth in Nasdaq Marketplace
Rule 5450(b)(1)(c).

The Company is required to regain compliance with the MVPHS
requirement not later than January 21, 2014, otherwise its shares
will be subject to delisting from NASDAQ.

Fuwei's management is reviewing various options available to the
Company, including regaining compliance and continued listing on
The NASDAQ Stock Market and applying for a transfer to The Nasdaq
Capital Market.  If at any time during this grace period the
Company's MVPHS exceeds $5,000,000 or more for a minimum of ten
consecutive trading days, Nasdaq will provide the Company with a
written confirmation of compliance.

                         About Fuwei Films

Fuwei Films conducts its business through its wholly owned
subsidiary, Fuwei Films (Shandong) Co., Ltd. ("Fuwei Shandong").
Fuwei Shandong develops, manufactures and distributes high-quality
plastic films using the biaxial oriented stretch technique,
otherwise known as BOPET film (biaxially oriented polyethylene
terephthalate).  Fuwei's BOPET film is widely used to package
food, medicine, cosmetics, tobacco, and alcohol, as well as in the
imaging, electronics, and magnetic products industries.


GANNETT INC: Moody's Retains Ratings Over $100MM Loan Increase
--------------------------------------------------------------
Moody's Investors Service said that there is no change to Gannett,
Inc.'s ratings following the upsizing of its new 5.125% senior
notes to $600 million from $500 million. The company's Ba1
Corporate Family Rating, Ba1-PD Probability of Default Rating, Ba1
instrument ratings on guaranteed senior unsecured credit
facilities and its negative rating outlook are unchanged. The
company intends to use net proceeds from the offering to repay
borrowings outstanding under its revolving credit facilities. Any
remaining proceeds may be used to repay the Company's outstanding
unsecured notes or for general corporate purposes. The following
is a summary of Moody's unchanged ratings for Gannett with updated
LGD point estimates reflecting the increased note issuance.

Unchanged:

Corporate Family Rating, Unchanged Ba1

Probability of Default Rating, Unchanged Ba1-PD

Speculative Grade Liquidity Rating, Unchanged SGL-2

Commercial Paper, Unchanged NP

Guaranteed Senior Unsecured Bank Credit Facilities, Unchanged
Ba1, LGD3 - 40% (previously 39%)

Guaranteed Senior Unsecured Regular Bonds/Debentures, Unchanged
Ba1, LGD3 - 40% (previously 39%)

New $100 million of 5.125% sr notes due 2020, Unchanged Ba1, LGD3
-- 40% (previously 39%)

Senior Unsecured Shelf, Unchanged (P)Ba2

Outlook: Unchanged, Negative

Ratings Rationale:

Gannett's Ba1 Corporate Family Rating incorporates the increase in
debt balances by $100 million due to the upsized senior notes
offering to $600 million and is supported by sizable cash flow
generated from a large and geographically diverse portfolio of
newspaper/publishing, broadcast and digital businesses, above
average industry margins, high leverage, and good local brand
recognition, content infrastructure, and advertiser relationships.
These strengths are tempered by ongoing competition for consumers
and advertising that Moody's believes will continue to create
revenue challenges despite Gannett's efforts to exploit content
across a broad range of traditional and digital channels.
Advertising also accounts for the majority of revenues and is
exposed to cyclical downturns. The revenue pressure in publishing
is a significant rating overhang. Debt reduction may be necessary
to prevent credit metrics from eroding and to sustain the rating.

Gannett's debt-to-EBITDA leverage (LTM 3/31/13 incorporating
Moody's standard adjustments and the average of the last two years
of broadcast operations, excluding the minority interest share of
CareerBuilder's estimated EBITDA, and prior to synergies) will
increase to a high 3x range from 2.7x as a result of the
acquisition of Belo Corp. (Ba2 CFR, developing outlook) for
approximately $2.2 billion including assumed debt. Moody's
projects debt-to-EBITDA leverage will decline to a mid-to-low 3x
range within two years of the acquisition close (Gannett expects
to close by the end of 2013) through debt reduction (including
unfunded pension liabilities) and modest EBITDA gains resulting
from the company's growth initiatives and acquisition synergies.
Moody's expects the pace of acquisitions in the local television
broadcast industry to remain brisk due to a combination of factors
including the potential to realize scale, diversity and synergy
benefits, historically modest borrowing costs, and a number of
willing sellers. Moody's anticipates Gannett will remain
opportunistic with possible future transactions potentially
slowing the pace of leverage reduction. Moody's expects Gannett to
continue to generate significant free cash flow (roughly $500
million annually), although ongoing share repurchases will utilize
cash that could otherwise fund acquisition debt repayment.

The principal methodology used in this rating was Global Broadcast
and Advertising Related Industry published in May 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.

Gannett Co, Inc., headquartered in McLean, VA, is a diversified
local newspaper/publisher (61% LTM 3/31/13 reported revenue pro
forma for the Belo acquisition) and broadcast operator (27% of
revenue) that also has ownership interests in a number of digital
ventures (12% of revenue) including a 52.9% stake in
CareerBuilder, which is fully consolidated in Gannett's financial
statements.

Gannett announced on June 13 that it was acquiring Belo for
approximately $2.2 billion (including debt assumed) in an all-cash
transaction that the company expects to close by the end of 2013.
Revenue for the LTM 3/31/13 period pro forma for the Belo
acquisition was approximately $6.1 billion.


GARLOCK SEALING: Has No Standing in Grace Appeal, Says 3rd Circuit
------------------------------------------------------------------
Michael Bathon, substituting for Bloomberg News bankruptcy
columnist Bill Rochelle, reports that a federal appeals court
ruled that Garlock Sealing Technologies LLC doesn't have standing
to object to W.R. Grace & Co approved bankruptcy plan.

W.R. Grace was the last of a wave of multibillion dollar
bankruptcies filed in 2000 and 2001 by companies trying to limit
their financial exposure to hundreds of thousands of asbestos
lawsuits.  Asbestos particles can lodge deep into a person's
lungs, causing respiratory illnesses and cancer.  When Grace filed
bankruptcy in April 2001 it faced more than 100,000 claims that
its asbestos products harmed users.

The report recounts that Garlock appealed the January 2011
confirmation of W.R. Grace's plan that set up two trusts to deal
with asbestos related claims and liabilities. Garlock claimed that
because it was a defendant with Grace in numerous lawsuits that it
had contribution and set-off rights against the specialty
chemicals maker.

According to the report, the Appeals court agreed with lower
courts that Garlock didn't have standing because it never showed
that it suffered any injury nor received a judgment that would
give it a contribution or set-off claims.

"Although new claims against Grace were stayed for almost a
decade, Garlock never had a basis for asserting contribution or
setoff rights during that period," the three judge panel said in
the 10-page opinion filed July 25.  "Garlock's alleged future
injury can thus only be called speculative."

Grace said that four parties have appeals pending before the court
in a statement July 25.

"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 company said in the statement.

The appeal is In re W.R. Grace & Co. 12-2807, U.S. Court of
Appeals for the Third Circuit.

                          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).

                       About Garlock Sealing

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

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

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

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

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

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

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

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

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


GIBRALTAR KENTUCKY: Bid for Outline's Conditional Approval Denied
-----------------------------------------------------------------
Judge Erik P. Kimball of the U.S. Bankruptcy Court for the
Southern District of Florida, West Palm Division, denied Gibraltar
Kentucky Development, LLC's motion to set aside the order setting
the hearing to approve the disclosure statement explaining its
Chapter 11 plan and setting deadlines and its motion for
conditional approval of the Disclosure Statement.

The Debtor cites Local Rule 3017-2 as its basis for its request.

According to Judge Kimball, Local Rule 3017-2 applies only to
cases in which the disclosure statement was filed by a small
business debtor and the Debtor in the instant case is not a small
business debtor.  In this case, conditional approval of the
Disclosure Statement is not appropriate, Judge Kimball said.

                     About Gibraltar Kentucky

Gibraltar Kentucky Development, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Fla. Case No. 12-13289) on Feb. 10, 2012, in
West Palm Beach, Florida.  Palm Beach Gardens-based Gibraltar
Kentucky says that it is not a small business debtor under 11
U.S.C. Sec. 101(51D).  Documents attached to the petition indicate
that McCaugh Energy LLC owns 42.15% of the "fee simple"
securities.

Headquartered in Palm Beach Gardens, Florida, Gibraltar Kentucky
is a coal, gas and oil development and mining operation with
holdings and reserves in excess of $100 million.  The Company
owns approximately 500 acres in Lawrence County Kentucky that has
eighty plus old oil wells with production facilities.  The Company
also has oil and gas leases in several counties in Kentucky
together with mineral interests in coal reserves.

Judge Erik P. Kimball presides over the case.  The Debtor
disclosed $175,395,449 in assets and $1,193,516 in liabilities as
of the Chapter 11 filing.  The petition was signed by Bill Boyd,
as manager.

Steven R. Turner, Trustee for Region 21, has informed the Court
that, until further notice, he will not appoint a committee of
creditors.

David L. Merrill, Esq., and K. Drake Ozment, Esq., at Ozment
Merrill, in West Palm Beach, Fla.; and Tina M. Talarchyk, Esq., at
The Talarchyk Firm, in Palm Beach, Florida, serve as counsel to
the Debtor.


HANDY HARDWARE: Bankruptcy Court Approves Littlejohn Acquisition
----------------------------------------------------------------
Littlejohn & Co., LLC on July 26 disclosed that it is leading the
acquisition and recapitalization of Handy Hardware.  The
transaction was approved by the United States Bankruptcy Court for
the District of Delaware as part of a Chapter 11 plan for Handy
Hardware, and subject to satisfaction of certain conditions
precedent in the plan and the acquisition documents, the
transaction is expected to close during the week of August 5,
2013.

Based in Houston and founded nearly 60 years ago, Handy Hardware
provides a broad offering of nearly 50,000 items.  These name
brand products are distributed to over 1,000 customers in such
categories as plumbing, electrical, general hardware, paint, hand
and power tools, lawn and garden care, automotive, and office
supplies.  The company distributes its products to retail hardware
stores in nine states located primarily in the southern U.S.

Doug Miller, former President of Jensen Distribution who has over
45 years of hardware distribution experience, will serve as
Interim Chief Executive Officer of Handy Hardware.  Mr. Miller,
said, "This is an important milestone for the future growth of
Handy Hardware and I am pleased to lead this organization, which
has enjoyed outstanding support and loyalty from its members and
industry partners.  With the additional financial and operating
resources of Littlejohn, our future outlook is bright and we look
forward to driving service level improvements and delivering value
to our customers and vendors through distribution excellence.  We
are extremely excited about our upcoming dealer Market in San
Antonio being held on August 15 through August 17.  Vendor support
has been incredible, and we are expecting near record member
attendance."

Steven Raich, Managing Director of Littlejohn, said, "Handy
Hardware provides critical value to independent, single and multi-
store hardware customers and with this transaction it will have a
solid financial foundation from which to build a stronger future.
Doug will be actively involved in the transition to the
reorganized company and is identifying a number of opportunities
that will immediately enhance the company's operations."

                    About Littlejohn & Co., LLC

Littlejohn & Co. -- http://www.littlejohnllc.com-- is a
Greenwich, Connecticut-based private equity and distressed
securities firm investing in middle-market companies that are
undergoing a fundamental change in capital structure, strategy,
operations or growth that can benefit from its operational and
strategic approach.  The firm is currently investing from
Littlejohn Fund IV, L.P., which has over $1.3 billion in capital
commitments.

                      About Handy Hardware

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

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

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

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

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


HANESBRANDS INC: Moody's Keeps Ba2 CFR After Maidenform Purchase
----------------------------------------------------------------
Moody's Investors Service affirmed Hanesbrands, Inc.'s Ba2
Corporate Family Rating and maintained a positive outlook
following its announcement that it has entered into a definitive
agreement to acquire Maidenform Brands, Inc. in an all-cash
transaction that values Maidenform at approximately $575 million.
Moody's also assigned a Baa3 (LGD 2, 16%) rating to Hanesbrands
new $1.1 billion five-year secured revolving credit facility.

The following ratings were affirmed and LGD assessments amended:

Corporate Family Rating at Ba2

Probability of Default Rating at Ba2-PD

$250 million senior unsecured notes due 2016 at Ba3 (LGD 4, 70%
from LGD 4, 61%)

$1.0 billion senior unsecured notes due 2020 at Ba3 (LGD 4, 70%
from LGD 4, 61)

Speculative Grade Liquidity rating at SGL-2

The following rating was assigned

$1.1 billion senior secured revolver due 2018 at Baa3 (LGD 2, 16%)

Ratings Rationale:

The affirmation of Hanesbrands' ratings reflects Moody's positive
view of the Maidenform acquisition, notwithstanding the temporary
negative impact on credit metrics. The acquisition of Maidenform
will significantly enhance Hanesbrands' existing position in the
women's intimate business by adding the Maidenform and Flexees
brands. Maidenform's market strengths are in the average-figure
size market as well as shapewear, two product categories where
Hanesbrands is relatively underpenetrated. Moody's also believes
that over time there are credible synergy opportunities as
Hanesbrands should be able to eliminate duplicative functions
while also integrating Maidenform into Hanesbrands low-cost global
supply chain. Moody's also draws comfort from Hanesbrands
successful integration of past acquisitions, notably its 2010
acquisition of Gear For Sports.

Moody's continues to maintain a positive outlook on the company as
despite the incremental debt in this transaction, it believes the
impact will be relatively modest and that Hanesbrands will quickly
deleverage. Moody's continues to expect that Hanesbrands will be
able to achieve its goal to generate $350-450 million of free cash
flow in 2013 which will fund debt repayment and a significant
portion of the purchase price for Maidenform. Prior to this
acquisition, Moody's expected Hanesbrands to end 2013 with
debt/EBITDA (incorporating Moody's standard analytical
adjustments) below 3 times; proforma for the acquisition (but
without giving any benefits to possible synergies) Moody's expects
leverage to rise to around 3.3 times. It expects the combined
company will be able to generate meaningfully positive free cash
flow in 2014 which will enable it to further deleverage.

Hanesbrands Ba2 Corporate Family Rating reflects the company's
significant scale in the global apparel industry with revenues
exceeding $4.5 billion as well as its ownership of the "Hanes"
brand which has a leading share in the innerwear product category.
The rating also reflects the company's moderate financial leverage
with debt/EBITDA of 3.6 times as of LTM 3/30/13. The ratings are
constrained by the company's significant customer concentration,
with its three largest customers accounting for more than 50% of
sales, and the company's exposure to volatile input costs which
can impact earnings and cash flows.

The positive rating outlook reflects expectations that Hanesbrands
will make further progress in reducing debt levels and improving
operating margins even with the pending acquisition of Maidenform.
The positive rating outlook also incorporates the company's
expected balanced financial policies evidenced by its articulation
of a long-term debt/EBITDA target range of 1.5-2.5 times.

Ratings could be upgraded if the company is able to demonstrate
sustained double-digit operating margins over the next 12 to 18
months while further improving leverage and begins to make
progress successfully integrating the Maidenform acquisition.
Quantitatively, ratings could be upgraded if Moody's expected
debt/EBITDA to fall below 3.25 times and interest coverage
(EBITA/interest expense) to remain in the mid-three times range.

In view of the positive outlook, ratings are unlikely to be
downgraded in the near term. Ratings could be downgraded if
continuing sales erode, evidencing market share erosion, or
operating margins were pressured such that reported operating
margins were sustained below 9%. Quantitatively ratings could be
downgraded if debt/EBITDA was sustained above 4.25 times or
EBITA/interest expense approached 2 times. The rating outlook
could be stabilized if debt/EBITDA was expected to be sustained in
the high three times range or interest coverage was sustained in
the high two times range.

Headquartered in Winston-Salem, NC, Hanesbrands is a manufacturer
and distributor of basic apparel products under brands that
include Hanes, Champion, Playtex, Bali, L'Eggs and Gear For
Sports. Total revenues exceed $4.5 billion.

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


HARLAND CLARKE: S&P Puts 'B+' Rating on CreditWatch Negative
------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' rating on
Harland Clarke Holdings Corp., along with all issue-level ratings
on its debt, on CreditWatch with negative implications.

The CreditWatch placement is based on Harland Clarke's
announcement that it entered into a definitive agreement to sell
its subsidiary, HFS, to Davis + Henderson Corporation. for
$1.2 billion in pre-tax cash proceeds.

In 2012, Harland Financial Solutions generated 15% of Harland
Clarke's total revenue.  Additionally, over the recent quarters,
it had partially offset the decline at the check printing segment,
Harland Clarke's largest segment.  Although the sale of HFS
significantly improves Harland Clarke's cash position, S&P
believes the divesture hurts the company's diversification, given
that this segment is growing and has a good operating margin.  The
company has not announced how it will use the proceeds, however,
S&P believes that the company will use the after-tax proceeds to
acquire other businesses.

Under S&P's base-case scenario, it expects pro forma revenue to
decline at a low- to mid-single-digit percent rate in 2013.  This
scenario primarily reflects further declines in check order volume
without the benefit of HFS.  At March 31, 2013, Harland Clarke's
gross debt (adjusted for leases) to EBITDA was about 4.8x.  Pro
forma for the transaction, S&P expects leverage to increase to
about 6x.  Cash balances will increase significantly as a result
of the transaction.

Upon completion of the sale, S&P will meet with management to
discuss the business outlook, review the new business composition,
and assess the potential use of cash in order to resolve the
CreditWatch.


HMX ACQUISITION: Court OKs Advisors' Final Fee Applications
-----------------------------------------------------------
The U.S. Bankruptcy Court granted final approval of the fee
applications of professionals retained in the Chapter 11 cases of
HMX Acquisition Corp. and HMX Poland Sp. z o. o.

The professionals are: Proskauer Rose LLP, counsel for the
Debtors; CDG Group, LLC, financial advisors for the Debtors; Epiq
Bankruptcy Solutions, LLC, administrative agent for the Debtors;
Leonard, Street and Deinard P.A., counsel for the Official
Committee of Unsecured Creditors; ASK LLP, local counsel for the
Official Committee of Unsecured Creditors; and Zolfo Cooper, LLC,
financial advisors for the Official Committee of Unsecured
Creditors.

Fees approved cover the period Oct. 19, 2012 through May 9, 2013.

                                                    Expenses
   Applicant                       Fees Approved    Approved
   ---------                       -------------    --------
Proskauer Rose LLP                    $2,269,499     $73,874
CDG Group, LLC                          $667,714      $6,898
Epiq Bankruptcy Solutions, LLC           $42,310          $0
Leonard, Street and Deinard P.A.        $986,269     $19,622
ASK LLP                                  $42,356      $2,311
Zolfo Cooper, LLC                       $320,988      $1,475

                       About HMX Acquisition

HMX Acquisition Corp. and HMX Poland Sp. z o. o. filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 12-14300 and
12-14301) on Oct. 19, 2012.  Two days later, affiliates HMX,
LLC, Quartet Real Estate, LLC, and HMX, DTC Co. filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Cases Nos.
12-14327 to 12-14329).  Judge Allan L. Gropper presides over the
cases.

Based in New York, the Debtors are leading American designers,
manufacturers, licensors, and licensees of men's and women's
business and leisure apparel.  The Debtors are the largest
manufacturer and marketer of U.S.-made men's tailored clothing,
with an attractive portfolio of owned and licensed brands sold
primarily through upscale department stores, specialty stores, and
boutiques.  As of Oct. 12, 2012, the Debtors had consolidated
assets of $153.6 million and total liabilities of $119.5 million.

Jared D. Zajac, Esq., at Proskauer Rose LLP, in New York; and Mark
K. Thomas, Esq., and Peter J. Young, Esq., in Proskauer Rose LLP,
in Chicago, represented the Debtors as counsel.  The Debtors'
investment banker was William Blair & Company, L.L.C.  CDG Group,
LLC, served as the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC was the Debtors' claims agent.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
members to the official committee of unsecured creditors.

Leonard, Street and Deinard Professional Association, in
Minneapolis, Minnesota, represented the Committee as lead counsel.
ASK LLP, in New York, represented the Committee as local counsel.

On Dec. 20, 2012, the Bankruptcy Court approved the sale of
substantially all of the Debtors' assets to Authentic Brands
Group LLC.  The sale closed the following day.  As of that date,
the Debtors ceased all operations and terminated all of their
remaining employees.  The remaining assets of the Debtors' estates
are comprised of (1) the remaining proceeds from the sale in the
amount of $10.4 million, after the pay down of the DIP Facility,
indebtedness owed to the Prepetition Lender, and certain other
parties in accordance with the Sale Order, and (2) causes of
action.

On April 25, 2013, the liquidating trustee won confirmation of an
Amended Chapter 11 Plan of Liquidation.  The Plan became effective
on May 8, 2013.


HMX ACQUISITION: Liquidating Trustee Submits 2nd Status Report
--------------------------------------------------------------
KCP Advisory Group, as the liquidating trustee for the liquidating
trust established pursuant to the confirmed Amended Joint Plan of
Liquidation of HMX Acquisition Corp. and HMX Poland Sp. z o. o.,
submitted a second post-confirmation status report.

The Liquidating Debtors have transferred all property of the
Liquidating Debtors' estates to the Liquidating Trust in
accordance with the Plan, including $5,945,852. The Liquidating
Trustee has also received and deposited $16,509 in state tax
refunds. Interest earned on the accounts has been $1,608.

Between the Plan effective date and June 30, 2013, the Liquidating
Trustee has made disbursements in the aggregate amounts of
$214,583 to these professionals:

         Professional               Disbursement
         ------------               ------------
  Leonard, Street and Deinard         $200,814
  Domestic Tax Professionals           $13,769

As provided in the previous report, the Liquidating Trustee made
distributions to Amalgamated National Health Fund, National Plus
Plan, and W. Diamond Group Corporation on account of their allowed
administrative expense claims in the aggregate amount of
$732,281.40.

Since the Effective Date, the Liquidating Trustee has gathered
information necessary to evaluate potential causes of action under
chapter 5 of the Bankruptcy Code, and is in the process of
organizing and analyzing this information.  The Liquidating
Trustee's evaluation of potential causes of action is ongoing.

Attorneys for the Liquidating Trustee can be reached at:

         Robert T. Kugler, Esq.
         Edwin H. Caldie, Esq.
         LEONARD, STREET AND DEINARD PA
         150 South Fifth Street, Suite 2300
         Minneapolis, MN 55402
         Tel: (612) 335-1500
         Fax: (612) 335-1657

              - and -

         Edward E. Neiger, Esq.
         Marianna Udem, Esq.
         ASK LLP
         151 West 46th Street, 4th Floor
         New York, NY 10036
         Tel: (212) 267-7342
         Fax: (212) 918-3427

                       About HMX Acquisition

HMX Acquisition Corp. and HMX Poland Sp. z o. o. filed for Chapter
11 bankruptcy protection (Bankr. S.D.N.Y. Case Nos. 12-14300 and
12-14301) on Oct. 19, 2012.  Two days later, affiliates HMX,
LLC, Quartet Real Estate, LLC, and HMX, DTC Co. filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Cases Nos.
12-14327 to 12-14329).  Judge Allan L. Gropper presides over the
cases.

Based in New York, the Debtors are leading American designers,
manufacturers, licensors, and licensees of men's and women's
business and leisure apparel.  The Debtors are the largest
manufacturer and marketer of U.S.-made men's tailored clothing,
with an attractive portfolio of owned and licensed brands sold
primarily through upscale department stores, specialty stores, and
boutiques.  As of Oct. 12, 2012, the Debtors had consolidated
assets of $153.6 million and total liabilities of $119.5 million.

Jared D. Zajac, Esq., at Proskauer Rose LLP, in New York; and Mark
K. Thomas, Esq., and Peter J. Young, Esq., in Proskauer Rose LLP,
in Chicago, represented the Debtors as counsel.  The Debtors'
investment banker was William Blair & Company, L.L.C.  CDG Group,
LLC, served as the Debtors' financial advisor.  Epiq Bankruptcy
Solutions, LLC was the Debtors' claims agent.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed five
members to the official committee of unsecured creditors.

Leonard, Street and Deinard Professional Association, in
Minneapolis, Minnesota, represented the Committee as lead counsel.
ASK LLP, in New York, represented the Committee as local counsel.

On Dec. 20, 2012, the Bankruptcy Court approved the sale of
substantially all of the Debtors' assets to Authentic Brands
Group LLC.  The sale closed the following day.  As of that date,
the Debtors ceased all operations and terminated all of their
remaining employees.  The remaining assets of the Debtors' estates
are comprised of (1) the remaining proceeds from the sale in the
amount of $10.4 million, after the pay down of the DIP Facility,
indebtedness owed to the Prepetition Lender, and certain other
parties in accordance with the Sale Order, and (2) causes of
action.

On April 25, 2013, the liquidating trustee won confirmation of an
Amended Chapter 11 Plan of Liquidation.  The Plan became effective
on May 8, 2013.


HOLT DEVELOPMENT: Section 341(a) Meeting Set Aug. 22
----------------------------------------------------
A meeting of creditors in the bankruptcy case Holt Development
Co., LLC, will be held on Aug. 22, 2013, at 10:00 a.m. at Customs
House, 701 Broadway, Room 100, Nashville, Tennessee.

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

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

Holt Development Co., LLC, filed a Chapter 11 petition (Bankr.
M.D. Tenn. Case No. 13-06154) on July 16, 2013.  The petition was
signed by Dannie R. Holt as chief manager.  Judge Randal S.
Mashburn presides over the case.  Gullett, Sanford, Robinson &
Martin, PLLC, serves as the Debtor's counsel.  The Debtor
estimated assets of at least $10 million and debts of at least $1
million.


HULDRA SILVER: Obtains CCAA Protection; Enters Into DIP Loan Deal
-----------------------------------------------------------------
Garth Braun, CFO & Director of Huldra Silver Inc., on July 26
disclosed that, after careful consideration of all available
alternatives, the Board of Directors of Huldra determined that it
was in the best interests of all of its stakeholders to seek
creditor protection under the Companies' Creditors Arrangement Act
(Canada) ("CCAA"), and has obtained such protection pursuant to an
Order from the Supreme Court of British Columbia.  The Order and
related Court documents are filed on SEDAR (www.sedar.com) under
the Company's profile. While under CCAA protection, Huldra will
continue attempting to restructure its financial affairs and
recommence operations at its mine and mill.

Recently, Huldra has been hampered by equity market, commodity
price and operational challenges which lead to the decision to
proceed with CCAA protection.  Details of the CCAA proceeding will
soon be available on the website of the Court-appointed Monitor,
Grant Thornton LLP.  CCAA protection stays creditors and others
from enforcing rights against Huldra and affords Huldra the
opportunity to continue attempting to restructure its financial
affairs.  The Court has granted CCAA protection for an initial
period of 30 days, expiring August 26, 2013, to be extended
thereafter as the Court deems appropriate.  Huldra will issue a
further press release on or before August 26, 2013 which will
provide an update.

While under CCAA protection, Huldra will continue attempting to
restructure its financial affairs and recommence operations at its
mine and mill under the supervision of the Monitor.  The Monitor
will also be responsible for reviewing Huldra's ongoing
operations, liaising with creditors and other stakeholders and
reporting to the Court.

The Court has authorized the Monitor to arrange for Waterton
Global Value, L.P., the primary secured creditor of the Company,
to loan up to CAD$4,800,000 (the "DIP Loan") to the Company
pursuant to a term sheet dated July 23, 2013.

The DIP Loan is to be drawn by the Company in two tranches as
follows: CAD$2,300,000 upon the request of the Company following
execution of the Term Sheet; and CAD$2,500,000 upon receipt by
Waterton of a comprehensive plan of operations from the Company
for the Treasure Mountain Property that is satisfactory to
Waterton and its advisors.  Huldra has agreed to repay the DIP
Loan in full as follows: if the First Tranche (but not the Second
Tranche) is advanced, then on the date which is four months after
the date the First Tranche is advanced by Waterton to the Company
under the Term Sheet; and if both Tranches are advanced, then in
accordance with an amortized repayment schedule to be determined
by Waterton which reasonably corresponds to the Plan.

The DIP Loan is being advanced subject to the terms of an existing
credit agreement between Waterton and the Company dated June 16,
2011, subject to certain changes provided for in the Term Sheet.
The Original Credit Agreement is disclosed in the Company's news
release dated June 17, 2011.  The Company also agreed under the
Term Sheet: to allow the Monitor appointed in the CCAA proceeding
in connection with the Company to communicate with and disclose
information to Waterton as required; that any court orders
obtained in the CCAA Proceeding shall be on terms satisfactory to
Waterton, including an initial order in the CCAA Proceeding which
shall confirm the validity, enforceability and first priority
ranking of the DIP Loan and related security, subject only to an
administrative charge in favor of the Monitor and its counsel; to
allow Waterton, notwithstanding the CCAA Proceeding, to
immediately enforce its security upon the occurrence of any event
of default or event which, with the passage of time, would
constitute an event of default; and to discuss with Waterton all
contemplated motions in the CCAA Proceeding before instituting the
same.  In addition, the Company agreed to pay certain expenses of
Waterton in connection with Waterton's review and due diligence of
the Company up to a maximum of approximately CAD$100,000 on demand
by Waterton, to pay Waterton for certain on-going expenses of
Waterton's counsel in connection with the CCAA proceeding on a bi-
weekly basis from the cash flows filed in the CCAA Proceeding, and
to pay the fees for any employees, consultants, representatives or
agents of Waterton that work for, in connection with or on behalf
of the Company.

As consideration for the DIP Loan, the Company has agreed to grant
Waterton a 2% net smelter return royalty on the Treasure Mountain
Property.  The Royalty will be terminated if: no amounts (other
than the PNote Amount) are drawn by the Company under the DIP Loan
within thirty days of the execution of the Term Sheet; and the
Company repays Waterton in full all amounts owing under the
Original Credit Agreement, the Term Sheet, the DIP Loan, and all
documents related thereto within thirty days of the execution of
the Term Sheet, so that all of the Company's obligations to
Waterton are fulfilled to Waterton's full satisfaction.

The obligations of Waterton to advance the DIP Loan are subject to
the fulfillment of conditions precedent to be determined by
Waterton in its sole and absolute discretion.  The DIP Loan is
subject to TSX Venture Exchange and Court approval.  The terms and
conditions of the DIP Loan are subject to the agreement of Huldra,
Waterton and the Monitor.  The Company intends to use the proceeds
of the DIP Loan to repay the principal and interest owed to
Waterton pursuant to a promissory note issued to Waterton on July
8, 2013 and for working capital purposes.

It is expected that the Monitor will work with the Company to
develop a plan of compromise or arrangement with one or more of
the Company's classes of creditors pursuant to the CCAA and the
Business Corporations Act (British Columbia).

Although CCAA protection enables the Company to continue
attempting to restructure its financial affairs and recommence
operations at its mine and mill until its CCAA status changes, the
implications for the Company's shareholders are less clear.  At
the end of the restructuring process, the value of what is left
for shareholders will depend upon the terms of the restructuring
plan approved by the Court.

Certain mining objectives announced by the Company on May 27, 2013
are no longer achievable because the mill and mine are on care and
maintenance, the Company lacks the required financial resources
and because the Company is subject to CCAA protection.

Managing the financial difficulties of the Company has absorbed
considerable staff resources recently.  At the current time,
management and the Board of Directors are actively focusing on
assisting the Monitor in obtaining Court approval of the
restructuring plan, implementing the restructuring plan, and
completing a transaction which restructures the affairs of the
Company in such a way so as to maximize its value to all of its
stakeholders.  Every effort will be made to ensure that all
stakeholders in the Company are kept informed of developments
affecting the Company as they occur.

The Company also announces that Ryan Sharp has resigned as a
director of Huldra, effective immediately upon the granting of an
Initial Order under the CCAA with respect to the Company.

                          About Huldra

Headquartered in Vancouver, Canada, Huldra Silver Inc. --
http://www.huldrasilver.com/-- is a junior exploration company
engaged in the business of acquiring, exploring and developing
mineral and natural resource properties.


INTERFAITH MEDICAL: Exclusive Plan Filing Date Moved to Sept. 30
----------------------------------------------------------------
Judge Carla E. Craig of the U.S. Bankruptcy Court for the Eastern
District of New York extended Interfaith Medical Center, Inc.'s
exclusive plan filing period through and including Sept. 30, 2013,
and its exclusive solicitation period through and including
Dec. 2.

According to the Debtor, the additional time will be used to
ensure that it has an opportunity to address all stakeholders'
concerns.  The Debtor says its commitment to working with its
creditors is underscored by the finalization of the memorandum of
understanding with the Dormitory Authority of the State of New
York and multiple New York State entities and regulatory
authorities, active unions, and pension funds.  The Debtor needs
the time to finalize the MOUs.

                 About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.

Eric M. Huebscher, the patient care ombudsman tapped the law firm
of DiConza Traurig LLP, as his counsel.


INTERFAITH MEDICAL: Action Removal Period Extended to Dec. 30
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
extended the period during which Interfaith Medical Center, Inc.,
may file a notice of removal with respect to non-bankruptcy causes
of action filed prior to the Petition Date until the earlier of:
(a) December 30, 2013; and (b) 30 days after the entry of an order
terminating the automatic stay imposed by Section 362 of the
Bankruptcy Code with respect to a particular claim or cause of
action for which removal is sought.

                 About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.

Eric M. Huebscher, the patient care ombudsman tapped the law firm
of DiConza Traurig LLP, as his counsel.


INTERFAITH MEDICAL: Can Continue to Use Cash Collateral
-------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
further extended Interfaith Medical Center, Inc.'s interim use of
the cash collateral solely to fund its operating expenses, fund
its postpetition allowed fees and expenses incurred by bankruptcy
professionals, provide adequate protection liens to the Dormitory
Authority of the State of New York as prepetition lender, and pay
adequate protection payments.

                 About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.

Eric M. Huebscher, the patient care ombudsman tapped the law firm
of DiConza Traurig LLP, as his counsel.


INTERFAITH MEDICAL: Ombudsman Reports on Patients' Care & Safety
----------------------------------------------------------------
Eric M. Huebscher as Patient Care Ombudsman of Interfaith Medical
Center, Inc., reported to the U.S. Bankruptcy Court for the
Eastern District of New York that for the period from April 16 to
June 13, 2013, there has been no further movement to the planned
merger between the Debtor and The Brooklyn Hospital Center.  The
Ombudsman also said that the current lack of financial commitment
beyond the existing cash collateral funding combined with the lack
of strategic direction raises questions as to the future care and
safety of the patients if an additional DIP financing does not
become available.

The Ombudsman suggested that the Debtor must immediately take
steps to finish a comprehensive contingency plan, which could
possibly include closure, including detailed planning involving
financing, staffing, timing, and patient placement.

A full-text copy of the Ombudsman's Report, dated June 14, 2013,
is available for free at:

       http://bankrupt.com/misc/IMCombudreport0614.pdf

The Ombudsman is represented by Jeffrey Traurig, Esq. --
jtraurig@dtlawgroup.com -- at DICONZA TRAURIG LLP, in New York.

                 About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.

Eric M. Huebscher, the patient care ombudsman tapped the law firm
of DiConza Traurig LLP, as his counsel.


INTERFAITH MEDICAL: Restructuring Advisors Bill $137,470 in May
---------------------------------------------------------------
John D. Leech as Chief Restructuring Officer and Gordian-Dynamis
Solutions LLC as restructuring consultant of Interfaith Medical
Center, Inc., filed a report for the period May 1 through 31,
2013, informing the U.S. Bankruptcy Court for the Eastern District
of New York that Mr. Leech has earned $73,850 in hourly fees for
services provided during the Report Period, of which $47,050 has
been paid as of July 2, 2013.  Additionally, Mr. Leech has
incurred $8,377 in expenses during the same period, of which
$6,443 has been paid as of July 2.

The LLC Professionals have earned $63,620 in hourly fees for
services provided during the Report Period, of which $20,720 has
been paid as of July 2, and have incurred $3,738 in expenses
during the same period, of which $1,432 has been paid as of
July 2.

                 About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.

Eric M. Huebscher, the patient care ombudsman tapped the law firm
of DiConza Traurig LLP, as his counsel.


INTERFAITH MEDICAL: Employs Garfunkel Wild as Special Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
authorized Interfaith Medical Center, Inc., to employ Garfunkel
Wild, P.C., as special counsel in connection with the Debtor's
preparation of a contingency plan.

The Garfunkel Wild attorneys that are likely to represent the
Debtor have current standard hourly rates ranging between $190 and
$530.  The paralegals that likely will assist the attorneys who
will represent the Debtor have current standard hourly rates
ranging between $145 and $225.

Burton S. Weston, Esq. -- bweston@garfunkelwild.com -- a
shareholder and director of Garfunkel Wild, P.C., in Great Neck,
New York, assured the Court that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not represent any interest adverse to the
Debtor and its estates.

                 About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankruptcy E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.

Eric M. Huebscher, the patient care ombudsman tapped the law firm
of DiConza Traurig LLP, as his counsel.


KIT DIGITAL: Equity Committee Seeks Estimation of WTI Claim
-----------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court, Southern
District of New York, will convene a hearing today, July 29, 2013,
at 2 p.m., to consider the motion of the Official Committee of
Equity Security Holders in the Chapter KIT digital, Inc., to show
cause why an order would not be entered:

   a. estimating the secured claim under the loan agreements to
the Debtor by Venture Lending & Leasing V, Inc., and Venture
Lending & Leasing VI, Inc., each affiliates of Western Technology
Investments in the outstanding principal amount of the
indebtedness thereunder for purposes of evaluating whether the WTI
secured claim is impaired under the Plan and evaluating the extent
to which competing bidders must satisfy the WTI Secured Claim to
be considered a superior proposal;

   b. designating the votes of the Plan Sponsor Group in Classes
2, 4, 5, and 7 of the Plan; and

   c. disallowing certain non-principal components of the WTI
Secured Claim.

According to the Equity Committee, the Debtor estimated that WTI's
secured claims, including interest, payment premiums, make-wholes,
success fees, and fees and expenses through the Effective Date,
are approximately $19 million; and that K. Peter Heiland, the
Debtor's interim chief executive officer and director, and his
fund JEC Capital Partners, LLC, members of the Plan Sponsor Group,
have demonstrated lack of good faith in casting their votes on the
Plan by, inter alia, usurping a corporate opportunity of the
Debtor by failing to provide the opportunity to the Debtor to
compromise the WTI Secured Claims at a discount, and attempting to
exercise control over the chapter 11 case. The other members of
the Plan Sponsor Group were fully aware of the actions of Mr.
Heiland and JEC Capital and acted in concert with JEC Capital and
Mr. Heiland.

Meanwhile, the Debtor on July 17 entered into a stipulation and
agreed order with Hudson Bay Master Fund Ltd., Empery Asset
Master, LTD and Hartz Capital Investments, LLC, for temporary
allowance of claims solely for purposes of voting on the Debtor's
Plan.

Claimants filed proofs of claim in the aggregate amount of
$10,428,944 against the Debtor by the filing deadline.

                         About KIT digital

New York-based KIT digital Inc. -- http://www.kitd.com/-- is a
video management software and services company.  KIT digital
services nearly 2,500 clients in 50+ countries including some of
the world's biggest brands, such as Airbus, The Associated Press,
AT&T, BBC, BSkyB, Disney-ABC, Google, HP, MTV, News Corp, Sky
Deutschland, Sky Italia, Telecom Argentina, Telecom Italia,
Telefonica, Universal Studios, Verizon, Vodafone VRT and
Volkswagen.

KIT digital filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case
No. 13-11298) in Manhattan on April 25, 2013.  The Debtor
disclosed $310,206,684 in assets and $23,011,940 in liabilities.

KIT's operating subsidiaries, including Ioko 365, Polymedia,
Kewego, Multicast and Megahertz are not included in the Chapter 11
filing.

Jennifer Feldsher, Esq., and Anna Rozin, Esq., at Bracewell &
Giuliani LLP, in New York, serve as counsel to the Debtor.
American Legal Claims Services LLC is the claims and noticing
agent and the administrative agent.

The Official Committee of Equity Security Holders tapped to retain
Brown Rudnick LLP, as lead bankruptcy counsel.

The Official Committee of Unsecured Creditors tapped to retain
Cathy Hershcopf, Esq., at Cooley LLP as its lead bankruptcy
counsel, and Odyssey Capital Group as its financial advisor.


KOFSKY & SON: Case Summary & 7 Unsecured Creditors
--------------------------------------------------
Debtor: Kofsky & Son, Inc.
        50 E. Hartsdale Ave, Apt 3K
        Hartsdale, NY 10530

Bankruptcy Case No.: 13-23207

Chapter 11 Petition Date: July 19, 2013

Court: United States Bankruptcy Court
       Southern District of New York (White Plains)

Judge: Robert D. Drain

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

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its largest unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/nysb13-23207.pdf

The petition was signed by Richard Kofsky, president.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
N. Kofsky & Son, Inc.                  05-11713   03/16/05
N. Kofsky & Son, INc.                  09-14610   07/24/09
Richard Kofsky                         11-08363   11/09/10
Richard Kofsky                         05-12361   04/07/05
Steven F. Kofsky                       13-21119   05/21/13


KRATON PERFORMANCE: S&P Lowers Corp. Credit Rating to 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Kraton Performance Polymers Inc. (Kraton) to 'B+'
from 'BB-'.  The outlook is stable.

In addition, S&P lowered the rating on the company's $350 million
senior unsecured notes maturing in March 2019 to 'B' from 'B+'.
The recovery rating, which remains unchanged at '5', indicates
S&P's expectation of modest (10% to 30%) recovery in the event of
a payment default.

"Our downgrade on Kraton reflects our view that current low market
prices for butadiene and weaker end markets will result in EBITDA
margins significantly lower than what we had previously
projected," said Standard & Poor's credit analyst Pranay Sonalkar.

"We now expect EBITDA margins to decline to between 7%-8%
resulting in funds from operations (FFO) to debt of about 17% and
debt to EBITDA of 4.2x by year-end 2013, which is consistent with
an "aggressive" financial risk profile.  Our previous target at
the "significant" financial risk profile required FFO to debt of
above 20% and debt to EBITDA of less than 4.0x.  The stable
outlook reflects our view that butadiene prices are unlikely to
fall further and end-market demand declines will remain modest,
thereby limiting further declines in EBITDA.  We also expect that
the construction of the plant at the joint venture will continue
as planned and remain within budget.  We expect debt levels to
remain relatively stable except for increases associated with debt
at the Taiwan joint venture.  Additionally, our assessment of
adequate liquidity for the firm mitigates risk," S&P added.

S&P could lower the rating if profitability were to decline such
that free operating cash flow were to turn negative (not including
Formosa joint venture investments) or if FFO to debt were to
decline to less than 12%.  S&P could also lower the rating if the
company faced unexpected challenges at the Formosa joint venture.

S&P currently views ratings upside as limited given business risk
constraints due to significant volatility in raw material costs
and Kraton's intention to invest in growth initiatives during the
next few years.


KUHNS BROS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Kuhns Bros. Log Homes, Inc.
          dba American Heritage Crafters
          dba Kuhns Bros Surplus Outlet
        700 Hepburn Street
        Milton, PA 17847-2464

Bankruptcy Case No.: 13-03729

Chapter 11 Petition Date: July 19, 2013

Court: United States Bankruptcy Court
       Middle District of Pennsylvania (Williamsport)

Judge: John J. Thomas

Debtor's Counsel: Craig A. Diehl, Esq.
                  LAW OFFICES OF CRAIG A. DIEHL
                  3464 Trindle Road
                  Camp Hill, PA 17011-4436
                  Tel: (717) 763-7613
                  Fax: (717) 763-8293
                  E-mail: cdiehl@cadiehllaw.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/pamb13-3729.pdf

The petition was signed by Thomas R. Kuhns, president.


M&J DEVELOPMENT: Updated Case Summary & Creditors' Lists
--------------------------------------------------------
Lead Debtor: M&J Development, LLC
             105 SE Executive Drive, Ste 13
             Bentonville, AR 72712-0770

Bankruptcy Case No.: 13-72534

Chapter 11 Petition Date: July 19, 2013

Court: United States Bankruptcy Court
       Western District of Arkansas (Fayetteville)

Judge: Ben T. Barry

Debtor's Counsel: David G. Nixon, Esq.
                  NIXON LAW FIRM
                  2340 Green Acres Road, Ste. 12
                  Fayetteville, AR 72703
                  Tel: (479) 582-0020
                  Fax: (479) 582-0030
                  E-mail: david@nixonlaw.com

Scheduled Assets: $250,000

Scheduled Liabilities: $2,008,854

Affiliates that simultaneously filed separate Chapter 11
petitions:

   Debtor                              Case No.
   ------                              --------
W&J Development, LLC                   13-72535
  Assets: $400,000
  Debts: $1,928,442

The petitions were signed by John J. Ryan, member/manager.

A. A copy of M&J Development's list of four unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/arwb13-72534.pdf

B. A copy of W&J Development's list of three unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/arwb13-72535.pdf


MAXCOM TELECOMUNICACIONES: Court Approves First Day Motions
-----------------------------------------------------------
Maxcom Telecomunicaciones, S.A.B. de C.V. on July 26 disclosed
that the U.S. Bankruptcy Court for the District of Delaware
approved several first day motions filed by the Company, allowing
it to, among other things, pay employees and vendors.

The U.S. Bankruptcy Court's approval allows the Company to
maintain its day-to-day operations without disruption while
effectuating its previously announced comprehensive
recapitalization and debt restructuring.  The Company commenced
its voluntary prepackaged Chapter 11 cases in the U.S. Bankruptcy
Court on July 23, 2013.

Under the Chapter 11 plan of reorganization, Maxcom will complete
a recapitalization and debt restructuring that is expected to
significantly reduce Maxcom's debt service expense and position
Maxcom for growth with a US$45 million capital infusion.  A
hearing to consider confirmation of the Plan is scheduled for
September 10, 2013 at 2:00 p.m. (prevailing Eastern Time) in the
U.S. Bankruptcy Court.

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

The Company expects to complete its restructuring, which is
subject to U.S. Bankruptcy Court approval and the conditions set
forth in the recapitalization agreement and the restructuring and
support agreement, within approximately 60 days and anticipates
emerging from Chapter 11 by early fall.

  Previously Announced Recapitalization and Debt Restructuring

Maxcom, private equity firm Ventura Capital Privado, S.A. de C.V.,
an ad hoc group holding an aggregate amount of approximately US$86
million of Maxcom's 11% Senior Notes due 2014, and certain of its
current equity holders have reached agreement on the terms of the
restructuring and support agreement, recapitalization agreement,
and agreements to tender.  Pursuant to the recapitalization
agreement, Ventura and certain related parties have agreed to make
a capital contribution of US$45.0 million dollars and conduct a
tender offer to acquire for cash, at a price equal to Ps.$2.90
(two pesos and 90/100) per CPO, up to 100% (one hundred percent)
of the issued and outstanding shares of Maxcom, subject to the
terms of the recapitalization agreement.  The Purchasers'
obligation to consummate the tender offer and make the capital
contribution is subject to a number of conditions, including:
receiving legal and regulatory approvals from the Mexican Banking
and Securities Commission (Comision Nacional Bancaria y de
Valores), the Mexican Ministry of Communications and
Transportation (Secretaria de Comunicaciones y Transportes), and
the Mexican Antitrust Commission (Comision Federal de
Competencia); the absence of certain material adverse effects; the
entry of an acceptable bankruptcy court confirmation order
consistent with the terms of the restructuring and support
agreement and the recapitalization agreement; and such order
becoming final.

Pursuant to the terms of the Plan that have been agreed to by
Maxcom, the Purchasers, and the Ad Hoc Group, all classes of
creditors are unimpaired and will be paid in full under the Plan,
except for the Senior Notes claims, which will receive (1) the
step-up senior notes (which include the capitalized interest
amount for unpaid interest accrued on the Senior Notes from (and
including) April 15, 2013 through (and excluding) June 15, 2013,
at the rate of 11% per annum), (2) cash in the amount of unpaid
interest accrued on the Senior Notes (A) from (and including)
December 15, 2012 through (and excluding) April 15, 2013, at the
rate of 11% per annum, and (B) from (and including) June 15, 2013
through (and excluding) the effective date of the Plan at the rate
of 6% per annum, and (3) rights to purchase equity that is
unsubscribed by the Company's current equity holders pursuant to
the terms of the Plan.  The step-up senior notes will: (a) be
issued in an aggregate principal amount of US$200 million, minus
the amount of Senior Notes held in treasury by the Company, plus
the capitalized interest amount; (b) bear interest (i) from the
date of issuance until June 14, 2016, at the annual rate of 6% per
annum, (ii) from June 15, 2016 until June 14, 2018, at the annual
rate of 7% per annum, and (iii) from June 15, 2018 until the
maturity date, at the annual rate of 8% per annum; (c) have a
maturity date of June 15, 2020; (d) be secured by the same
collateral that currently secures the Senior Notes; and (e) be
unconditionally guaranteed, jointly and severally and on a senior
unsecured basis, by all of Maxcom's direct and indirect
subsidiaries, excluding Fundacion Maxcom, A.C.

As of the voting deadline on July 23, 2013, over 98 percent in
amount and over 94 percent in number of the holders of Senior
Notes that cast ballots voted to accept the Plan.  These results
exceed the amount required for the court to approve the Plan, and
have been certified and filed with the U.S. Bankruptcy Court by
GCG, Inc., Maxcom's proposed notice, claims, and balloting agent.

As previously announced, the Company has engaged Lazard Freres &
Co. LLC and its alliance partner Alfaro, Davila y Rios, S.C. as
its financial advisor and Kirkland & Ellis LLP and Santamarina y
Steta, S.C. as its U.S. and Mexican legal advisors in connection
with its restructuring proceedings and potential Chapter 11 case.
The Ad Hoc Group has retained Cleary Gottlieb Steen & Hamilton LLP
and Cervantes Sainz, S.C., as its U.S. and Mexican legal advisors.
Ventura has retained VACE Partners as its financial advisor, and
Paul Hastings LLP and Jones Day as its U.S. and Mexican legal
advisors, respectively.

                          About Maxcom

Maxcom Telecomunicaciones, S.A.B. de C.V., headquartered in Mexico
City, Mexico, is a facilities-based telecommunications provider
using a "smart-build" approach to deliver last-mile connectivity
to micro, small and medium-sized businesses and residential
customers in the Mexican territory.  Maxcom launched commercial
operations in May 1999 and is currently offering local, long
distance, data, value-added, paid TV and IP-based services on a
full basis in greater metropolitan Mexico City, Puebla, Tehuacan,
San Luis, and Queretaro, and on a selected basis in several cities
in Mexico.


MAS ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: MAS Enterprises of Ft. Lauderdale, Inc.
          dba Consolidated Box Manufacturing
          aka ConBox
        P.O. Box 26323
        Jacksonville, FL 32226

Bankruptcy Case No.: 13-04440

Chapter 11 Petition Date: July 19, 2013

Court: United States Bankruptcy Court
       Middle District of Florida (Jacksonville)

Judge: Paul M. Glenn

Debtor's Counsel: Jason A Burgess, Esq.
                  The Law Offices of Jason A. Burgess, LLC
                  118 West Adams Street, Ste. 900
                  Jacksonville, FL 32202
                  Tel: (904) 354-5065
                  E-mail: jason@jasonaburgess.com

Scheduled Assets: $2,056,749

Scheduled Liabilities: $3,914,736

A copy of the Company's list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/flmb13-4440.pdf

The petition was signed by Mariano Arranz, Jr., president.


METAVATION: Meeting to Form Creditors' Panel on Aug. 1
------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on August 1, 2013 at 10:00 a.m. in
the bankruptcy case of Metavation.  The meeting will be held at:

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

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

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

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

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


MICHAELS STORES: S&P Retains 'B' CCR Following Notes Upsize
-----------------------------------------------------------
Standard & Poor's Ratings Services said its ratings, including its
'B' corporate credit rating, on Irving, Texas-based arts and
crafts retailer Michaels Stores Inc. are unchanged after the
company upsized the recently rated senior unsecured payment-in-
kind (PIK) toggle notes to $800 million from $700 million.
According to the company, it will use the additional proceeds from
the offering to fund a divided to equity holders.  Pro forma
leverage increases slightly, but we expect leverage to be in the
low-6x area over the next year.

RATINGS LIST
Michaels Stores Inc.
Corporate Credit Rating      B/Stable/--

Michaels FinCo Holdings LLC
Michaels FinCo Inc.
Corporate Credit Rating      B/Stable/--
$800M Snr Unscd PIK Notes    CCC+
  Recovery Rating             6


MONITOR COMPANY: Fee Auditor Files Report on Interim Fee Requests
-----------------------------------------------------------------
Warren H. Smith & Associates, P.C., acting in its capacity as fee
auditor in MCG Limited Partnership, et al.'s cases (previously The
Monitor Company Group), on July 22 filed a final report regarding
all interim fee applications of firms for which the bankruptcy
estate has de minimis or no fee or expense issues for the second
interim period.

Epiq Bankruptcy Solutions, LLC, retained as administrative advisor
to the Debtors, seeks approval of fees totaling $28,443 and no
expenses.  McGladrey LLP, retained as tax advisor to the Debtors,
seeks approval of fees totaling $44,743 and no expenses for its
services from Nov. 29, 2012, through Dec. 31, 2012.  Pepper
Hamilton LLP, retained as Delaware counsel for the Debtors, seeks
approval of fees totaling $164,554 and expenses totaling $12,003.

The fee auditor recommends approval of these fees and expenses for
these applicants:

  a. Epiq - $28,443.00 in fees;

  b. McGladrey - $44,731.30 in fees ($44,742.50 minus $11.20); and

  c. Pepper Hamilton - $164,554.47 in fees and $12,002.63 in
     expenses.

A copy of the report is available for free at:

   http://bankrupt.com/misc/Monitor_Fee_Auditor_Report_Jul2013.pdf

                         Ropes & Gray

The fee auditor also issued a final report regarding the second
interim fee application of Ropes & Gray LLP for the period from
January 1, 2013, through March 31, 2013.

The auditor note for informational purposes that Ropes & Gray
billed the time of the following attorneys at an hourly rate
greater than $1,000:

Eric Elfman             $1,155 per hour x 37.3 hours = $43,081
Will David Rosen        $1,180 per hour x 30.5 hours = $35,990
Tsz Leung Julian Chung  $1,075 per hour x 0.5 hours = $537
Peter Rosenberg         $1,045 per hour x 0.8 hours = $836
Steven Hoort            $1,070 per hour x 0.4 hours = $428

The auditor noted that on Jan. 11, 2013, 12 Ropes & Gray
professionals attended the sale hearing.  The total time spent,
including preparation and non-working travel time, was 155.90
hours for total fees of $103,042.50.

The auditor asked Ropes & Gray to explain why it was necessary for
each Ropes & Gray professional to attend the hearing.  The
auditors accept Ropes & Gray's response and have no objection to
these fees.

Thus, the auditors recommend approval of $1,773,649 in fees and
$100,423 in expenses ($101,292 minus $870) for Ropes & Gray's
services for the Application Period.

                        About Monitor Company

Monitor Company Group LP -- http://www.monitor.com/-- was a
global consulting firm with 1,200 personnel in offices across 17
countries worldwide.  Founded in 1983 by six entrepreneurs, and
headquartered in Cambridge, Massachusetts, Monitor advised for-
profit, sovereign, and non-profit clients on growing their
businesses and economies and furthering their charitable purposes.

Monitor and several affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012.
Judge Hon. Christopher S. Sontchi presides over the case.  Pepper
Hamilton LLP and Ropes & Gray LLP served as the Debtors' counsel.
The financial advisor was Carl Marks Advisory Group LLC.  Epiq
Bankruptcy Solutions, LLC served as claims and noticing agent.

The petitions were signed by Bansi Nagji, president.

Cole, Schotz, Meisel, Forman & Leonard, P.A., represented the
Committee of Unsecured Creditors as counsel.

Bank of America was represented in the case by Jinsoo Kim, Esq.,
and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark
D. Collins, Esq., at Richards Layton & Finger PA.

J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden
Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq.,
and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware,
represented Deloitte Consulting LLP.

Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP
IV Pass-Through (Monitor) LP were represented by John Sieger,
Esq., at Katten Muchin Rosenman LLP.

Monitor's consolidated unaudited financial statements as of
June 30, 2012, which include the assets and liabilities of non-
Debtor foreign subsidiaries, reflected total assets of roughly
$202 million (including $93 million in current assets) and total
liabilities of roughly $200 million.

Monitor filed for bankruptcy to sell substantially all of their
businesses and assets to Deloitte Consulting LLP, a Delaware
registered limited liability partnership and DCSH Limited, a UK
company limited by shares, subject to higher or otherwise better
offers.  The base purchase price set forth in the Stalking Horse
Agreement is $116.2 million, plus (i) assumption of certain
liabilities and (ii) certain cure costs for assumed contracts.
The Stalking Horse Agreement provides for the Stalking Horse
Bidder to receive a combined breakup fee and expense reimbursement
of $4 million.

The Debtors held an auction on Nov. 28, 2012, at the offices of
the Sellers' counsel, Ropes & Gray LLP in New York.  In mid-
January 2013, Judge Sontchi allowed the Debtors to sell its assets
to Deloitte Consulting for $116.2 million.

In July 2013, Monitor Co. and the official creditors' committee
decided that the liquidation can be most efficiently concluded now
that the business was sold by converting the Chapter 11
reorganization to a liquidation in Chapter 7.


NGPL PIPECO: Bank Debt Trades at 4% Off
---------------------------------------
Participations in a syndicated loan under which NGPL PipeCo LLC is
a borrower traded in the secondary market at 96.00 cents-on-the-
dollar during the week ended Friday, July 26, 2013 according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 1.82
percentage points from the previous week, The Journal relates.
NGPL PipeCo LLC pays 550 basis points above LIBOR to borrow under
the facility.  The bank loan matures on May 4, 2018.  The bank
debt carries Moody's B2 rating and Standard & Poor's B rating.
The loan is one of the biggest gainers and losers among 232 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

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


NORTHERN BEEF: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Northern Beef Packers Limited Partnership
        13 135th Street
        Aberdeen, SD 57401

Bankruptcy Case No.: 13-10118

Chapter 11 Petition Date: July 19, 2013

Court: U.S. Bankruptcy Court
       District of South Dakota (Northern (Aberdeen))

Judge: Charles L. Nail, Jr.

Debtor's Counsel: James M. Cremer, Esq.
                  BANTZ, GOSCH, & CREMER, L.L.C.
                  P.O. Box 970
                  Aberdeen, SD 57402-0970
                  Tel: (605) 225-2232
                  E-mail: jcremer@bantzlaw.com

Estimated Assets: $50,000,001 to $100,000,000

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

The petition was signed by Karl Wagner, chief financial officer.

Debtor's List of Its 20 Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Oshik Song                         Note Payable         $1,040,000
18310 Nicklaus Way
Eden Prairie, MN 55347

Hanul Law                          Note Payable         $1,025,000
2677 N. Main Street, Suite 1070
Santa Ana, CA 92705

United States Treasury             Payroll Taxes          $903,028
ACS Support - Stop 813G
PO Box 145566
Cincinnati, OH 45250-5566

Cryovac, Inc.                      Equipment Lease        $800,373
26081 Network Place
Chicago, IL 60673-1260

DXP Enterprises                    Vendor                 $538,496
PO Box 201791
Dallas, TX 75320-1791

Woo Song International             Note Payable           $515,000
962-1 Shinjung-4 dong, Yangcheon-gu
Seoul, South Korea

Dakota Farm Raised High            Money Loaned           $500,000
Quality Beef LP
415 Stewart Drive
Aberdeen, SD 57401

Polarway Investment Limited        Promissory Note        $500,000
c/o Hanul Law
2677 N. Main Street, Suite 1070
Santa Ana, CA 92705

Daesung                            Vendor                 $478,924
Kyungkido-Hwasungsi
Woojungup Hwasanlee
851-8

Quality Value Excellent            Vendor                 $342,572
Sanitation Team
Qvest
1101 8th St, Unit #1
Greeley, CO 80631

Farnam Street Financial            Lease/Services         $266,764
5850 Opus Parkway, Suite 240       Provided
Minnetonka, MN 55343

Moss & Barnett                     Legal Services         $198,202

C.H. Robinson Worldwide, Inc.      Vendor                 $185,896

City Treasurer                     Vendor                 $182,263
Municipal Utility Bill

IEH Laboratories & Consulting      Vendor                 $145,065
Group

Lift Solutions                     Vendor                 $101,315

Northwestern Energy                Services Provided/     $101,315
                                   Gas and Electric

Avera Health Plans                 Vendor                  $94,812

Rock Tenn                          Vendor                  $88,230

Avera St. Lukes                    Vendor                  $81,695


ONEOK INC: S&P Expects to Lower Corporate Credit Rating to 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BBB' corporate
credit rating and 'A-2' short-term rating on Tulsa, Okla.-based
ONEOK Inc. on CreditWatch with negative implications.  At the same
time, S&P affirmed the 'BBB' corporate credit rating and 'A-2'
short-term rating on master limited partnership (MLP) ONEOK
Partners and revised the outlook to negative.  As of March 31,
2013, ONEOK had consolidated balance sheet debt of about
$7.1 billion.

"We have reviewed the transaction and believe that ONEOK's credit
profile will be weaker pro forma for the spin-off of the natural
gas distribution business, because ONEOK will be a stand-alone
general partnership holding company whose assets will consist
solely of its general and limited partners equity interests in its
MLP subsidiary ONEOK Partners," said Standard & Poor's credit
analyst Michael Grande.  ONEOK will be solely reliant on
distributions from ONEOK Partners, whose business is focused on
the gathering and processing segment, which S&P views as having a
higher degree of business risk than other midstream businesses
such as transportation and storage which tends to have more stable
cash flows backed by long-term take-or-pay contracts.

"We expect to resolve the negative CreditWatch on ONEOK when the
transaction is complete in the fourth quarter of 2013 or first
quarter of 2014.  We have reviewed the transaction and expect to
lower our corporate credit rating on ONEOK to 'BB+' and short-term
rating to 'B'.  We also expect to assign a negative rating outlook
on ONEOK, in line with our outlook on ONEOK Partners," S&P said.

"The negative outlook on our ratings on ONEOK Partners reflects
our expectation that weak commodity prices, particularly NGL
prices, could continue to weigh on the partnership's currently
stretched credit profile in 2014.  We could lower the ratings if
NGL prices further weaken, or if the capital expansion projects
are delayed or over budget, leading to lower-than-expected EBITDA
and financial leverage above 4.5x.  If we lowered the rating, we
would lower our short-term rating on the partnership to 'A-3' from
'A-2' as required by our criteria.  We could revise the outlook to
stable if ONEOK Partners successfully executes its expansion plans
and reduces total debt to EBITDA to the low-4x area or less," S&P
added.


PHOENIX COMPANIES: Fitch Withdraws 'B' Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has withdrawn the 'B' holding company Issuer Default
Rating of Phoenix Companies, Inc. (PNX) and the 'BB+' Insurer
Financial Strength (IFS) ratings of PNX's primary insurance
operating subsidiaries. The Ratings are being withdrawn without
resolving the current Rating Watch Negative.

Key Rating Drivers

Today's rating action reflects Fitch's view that it lacks
sufficient information to maintain the PNX and subsidiary ratings
or resolve the Rating Watch Negative status. PNX recently
announced that it would not file audited statutory statements for
its insurance subsidiaries within the timeframe allowed by their
domiciliary states. Furthermore, the company stated 'the 2012
audited statutory financial statements, when completed, could
materially and adversely vary from the unaudited 2012 statutory
results.'

As described in Fitch's May 23, 2013 rating action commentary,
'PNX continues to file financial statements based on statutory
accounting principles for its regulated insurance subsidiaries in
a timely manner. These filings as well as public disclosures
related to holding company cash sources and uses provide Fitch
with sufficient information to maintain the ratings despite the
absence of GAAP financial statements.'

PNX's most recent announcement raises the potential for material
restatements of statutory financials as well as GAAP financials.
Fitch therefore believes it no longer has sufficient and reliable
information to maintain the ratings.

Fitch has withdrawn the following ratings:

Phoenix Companies, Inc
-- IDR 'B'.

Phoenix Life Insurance Company
-- IFS 'BB+';
-- IDR 'BB';
-- $126 million Surplus note 7.15% due Dec. 2034 'B+'.

PHL Variable Insurance Company
-- IFS 'BB+'.


POSTMEDIA NETWORK: Revenue Pressure Cues Moody's Negative Outlook
-----------------------------------------------------------------
Moody's Investors Service changed Postmedia Network Inc.'s rating
outlook to negative from stable, while affirming the company's B3
corporate family rating, B3-PD probability of default rating, Ba3
senior secured first lien rating, Caa1 senior secured second-lien
rating and SGL-3 speculative grade liquidity (indicating adequate
liquidity) rating.

The negative outlook action was prompted by increased revenue
pressure as the company transitions to a digital model with print
revenue declining faster than digital revenue is increasing and
given that print revenue accounts for 85% of revenue. Cash flow
will decline as the company transitions to a digital business and,
as Postmedia continues to re-size its debt burden in anticipation
of this, execution risks persist.

While Postmedia does not typically use its $60 million asset-
backed revolver (that matures within a year in July, 2014), this
may change based on the timing and magnitude of future
restructuring actions. Consequently, if the facility is not
renewed, the loss of flexibility would add to ongoing business
pressure. However, while Moody's does not presume the renewal of
the revolver, even without it, Postmedia's SGL rating remains
unchanged at SGL-3 because of the company's $56 million cash
balance (Q3/2013) and expected free cash flow of $15-to-$25
million over the next 12-to-18 months.

Outlook Action:

Outlook, Changed to Negative from Stable

Affirmations:

Issuer: Postmedia Network Inc.

Corporate Family Rating, affirmed at B3

Probability of Default Rating, affirmed at B3-PD

Speculative Grade Liquidity Rating, affirmed at SGL-3

Senior Secured First-Lien Notes, affirmed at Ba3 with LGD
Assessment revised to (LGD2, 19%) from (LGD2, 22%)

Senior Secured Second-Lien Notes, affirmed at Caa1 with LGD
Assessment revised to (LGD4, 64%) from (LGD5, 71%)

Ratings Rationale:

Postmedia's B3 CFR is influenced primarily by the significant use
of debt financing for a company that is transforming its
operations and the related material execution risks and very poor
forward-looking earnings visibility. As the company transitions to
a digital age news gathering and distribution operation, the
magnitude and sustainability of related cash flow is uncertain.
Reciprocally, the magnitude and sustainability of legacy print-
based cash flow, which is needed to bridge-fund the transition by
servicing and repaying debt, is also quite speculative. While
management has been disciplined in reducing the company's debt
burden, the serviceability of Postmedia's remaining debts
continues to be uncertain. Positive considerations include the
company's solid brand recognition and news gathering operations,
and continued positive free cash generation. While Moody's
assesses near term liquidity as being adequate, in the event of
unforeseen difficulties, Postmedia's $60 million revolving credit
facility, which matures in July 2014, may provide only moderate
flexibility to assist with bridging potential execution setbacks.

Rating Outlook

The rating outlook is negative because of increased revenue
pressure as the company transitions to a digital model.

What Could Change the Rating - Up?

A near term ratings upgrade is not likely, however, should the
conversion to a digital business model be completed and with it,
should revenue and EBITDA stabilize, and should Moody's expects
Debt/EBITDA to be sustained below 3.5x while Free Cash Flow/Debt
exceeds 5%, and presuming maintenance of good liquidity
arrangements, an upgrade would be considered.

What Could Change the Rating - Down?

Moody's would consider Postmedia's ratings for potential downgrade
if the company's safety cushion of unused liquidity was eroded
likely owing to a sustained period of nominal or negative free
cash flow.

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


QUEEN ELIZABETH: Section 341(a) Meeting Set on Aug. 30
------------------------------------------------------
A meeting of creditors in the bankruptcy case of Queen Elizabeth
Realty Corp. will be held on Aug. 30, 2013, at 2:30 p.m. at 80
Broad St., 4th Floor, USTM.

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

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

Queen Elizabeth Realty Corp. filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 13-12335) on July 17, 2013.  Jeffrey Wu signed
the petition as president.  Judge Stuart M. Bernstein presides
over the case.  Jonathan S. Pasternak, Esq., at Delbello Donnellan
Weingarten Wise & Wiederkehr, LLP, serves as the Debtor's counsel.


RAMS ASSOCIATES: Section 341(a) Meeting Scheduled for Aug. 29
-------------------------------------------------------------
A meeting of creditors in the bankruptcy case of Rams Associates,
L.P., will be held on Aug. 29, 2013, at 2:00 p.m. at Room 129,
Clarkson S. Fisher Courthouse.  Creditors have until Nov. 27,
2013, to submit their proof of claims.

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

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

Rams Associates LP, doing business as Jersey Shore Arena filed a
petition for Chapter 11 protection (Bankr. D.N.J. Case No. 13-bk-
25541) on July 16 in Trenton.  The petition was signed by John
Sabo as general partner.  Judge Christine M. Gravelle presides
over the case.  Norris Mclaughlin & Marcus, P.A., serves as the
Debtor's counsel.  The Debtor estimated assets and debts of at
least $10 million.


RAMS ASSOCIATES: Meeting to Form Creditors' Panel on August 5
-------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on August 5, 2013 at 1:00 p.m. in
the bankruptcy case of Rams Associates, L.P.  The meeting will be
held at:

         United States Trustee's Office
         One Newark Center
         1085 Raymond Blvd.
         21st Floor, Room 2106
         Newark, NJ 07102

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

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

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

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


RG STEEL: Wants Plan Filing Exclusivity Until Dec. 2
----------------------------------------------------
RG Steel LLC asks U.S. Bankruptcy Judge Kevin Carey to extend its
exclusive right to file a Chapter 11 plan until Dec. 2, 2013, and
solicit votes from creditors until Jan. 31, 2014.

The extension, if granted, would bar creditors and other parties
from filing rival plans and maintain RG Steel's control over its
restructuring.

RG Steel proposed to extend its exclusivity rights "to allow for
significant litigation, including the committee's litigation
efforts, to be advanced" and provide all key parties with more
information to negotiate the bankruptcy exit of the company and
its affiliated debtors.

RG Steel's official committee of unsecured creditors previously
requested authority to bring claims against the company's
managers, which remains pending.  The committee also commenced
litigation to determine entitlements of certain parties to
avoidance action proceeds.

A court hearing is scheduled for August 15.  Objections are due by
August 7.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.



RG STEEL: Seeks Approval to Sell Asset to CH Maryland for $100,000
------------------------------------------------------------------
RG Steel Sparrows Point, LLC seeks approval from U.S. Bankruptcy
Judge Kevin Carey to sell its equity interests in Bethlehem Roll
Technologies, LLC.

RG Steel proposed to sell its equity interests, comprised of 100
units in Bethlehem Roll, to C.H. Maryland Inc. for $100,000.  The
company also seeks a ruling entitling the buyer to, among other
things, the benefits and protections afforded by Section 363(m) of
the Bankruptcy Code.

C.H. Maryland is RG Steel's joint venture partner in, and owns the
other equity interests in Bethlehem Roll.

                          About RG Steel

RG Steel LLC -- http://www.rg-steel.com/-- is the United States'
fourth-largest flat-rolled steel producer with annual steelmaking
capacity of 7.5 million tons.  It was formed in March 2011
following the purchase of three steel facilities located in
Sparrows Point, Maryland; Wheeling, West Virginia and Warren,
Ohio, from entities related to Severstal US Holdings LLC.  RG
Steel also owns finishing facilities in Yorkville and Martins
Ferry, Ohio.  It also owned Wheeling Corrugating Company and has a
50% ownership in Mountain State Carbon and Ohio Coatings Company.

RG Steel along with affiliates, including WP Steel Venture LLC,
sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12-
11661) on May 31, 2012.  Bankruptcy was precipitated by liquidity
shortfall and a dispute with Mountain State Carbon, LLC, and a
Severstal affiliate, that restricted the shipment of coke used in
the steel production process.

The Debtors estimated assets and debts in excess of $1 billion.
As of the bankruptcy filing, the Debtors owe (i) $440 million,
including $16.9 million in outstanding letters of credit, to
senior lenders led by Wells Fargo Capital Finance, LLC, as
administrative agent, (ii) $218.7 million to junior lenders, led
by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million
on account of a subordinated promissory note issued by majority
owner The Renco Group, Inc., and (iv) $100 million on a secured
promissory note issued by Severstal.

Judge Kevin J. Carey presides over the case.

The Debtors are represented in the case by Robert J. Dehney, Esq.,
and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T.
Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the
Debtors.  Conway MacKenzie, Inc., serves as the Debtors' financial
advisor and The Seaport Group serves as lead investment banker.
Donald MacKenzie of Conway MacKenzie, Inc., as CRO.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

Wells Fargo Capital Finance LLC, as Administrative Agent, is
represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo,
Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura
Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang
Ziehi & Jones LLP.

Renco Group is represented by lawyers at Cadwalader, Wickersham &
Taft LLP.

Kramer Levin Naftalis & Frankel LLP represents the Official
Committee of Unsecured Creditors.  Huron Consulting Services LLC
serves as the Committee's financial advisor.

The Debtor has sold off the principal plants.  The sale of the
Wheeling Corrugating division to Nucor Corp. brought in $7
million.  That plant in Sparrows Point, Maryland, fetched the
highest price, $72.5 million.  CJ Betters Enterprises Inc. paid
$16 million for the Ohio plant.


SAGRES ENERGY: Canacol Energy Exercises Consent of Judgment
-----------------------------------------------------------
Sagres Energy Inc. on July 26 disclosed that Canacol Energy
(Guyana) Inc., a subsidiary of Canacol Energy Ltd. ("Canacol"),
has exercised a consent judgment against Sagres in the amount of
$1,116,150.43.  The Consent Judgment was previously provided by
Sagres as a part of an agreement for outstanding amounts owed by
Sagres to Canacol for costs related to historical exploration
drilling operations on a block located in Guyana in which Sagres
was a partner in 2010 and 2011.

Canacol was provided a general security interest over all of the
assets of Sagres and pursuant to the Consent Judgment, Sagres has
10 days to make payment to Canacol after which time Canacol may
take steps to enforce its security under the provisions of the
Bankruptcy and Insolvency Act.  Sagres will continue its efforts
to try and reach an amicable settlement with Canacol.

                           About Sagres

Sagres Energy Inc. is a Canadian based international oil and gas
exploration company with exploration assets in Colombia.  The
common shares of Sagres are listed for trading on the TSX Venture
Exchange under the symbol "SGI".


SAN YSIDRO, CA: S&P Lowers SPUR on COPs to 'BB+'
------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'BBB-'
from 'A+' on San Ysidro School District, Calif.'s general
obligation (GO) bonds.  In addition, Standard & Poor's lowered its
underlying rating (SPUR) to 'BB+' from 'A' on the district's
certificates of participation (COPs) outstanding.  The outlook is
negative.

"The lowered ratings reflect our view of the district's recent
weakened financial position as well as the district's disclosure
that it may apply for a loan from the state to meet operational
needs through fiscal 2014," said Standard & Poor's credit analyst
Bryan Moore.

The ratings reflect S&P's view of the district's:

   -- Weakened finances and extremely limited financial
      flexibility with no agreed-upon concessions with the
      bargaining units at this time;

   -- Current-year liquidity concerns and the need for approval to
      obtain a state loan;

   -- Multiple years of negative operations due to a planned spend
      down and overly optimistic revenue projections, combined
      with a projected structural imbalance; and

   -- Pending lawsuits and ongoing investigations.

The district has approximately $175 million of GO bonds and COPs
outstanding.


SOUND SHORE: Committee Seeks to Hire Deloitte as Fin'l Advisor
--------------------------------------------------------------
A hearing on the request to retain Deloitte Financial Advisory
Services LLP as financial advisor for Sound Shore Medical Center
of Westchester et al's Official Committee of Unsecured Creditors
is set for Sept. 13, 2013, at 10:00 a.m. in Room 501 of the United
States Bankruptcy Court for the Southern District of New York, 300
Quarropas Street, White Plains, New York.

Proposed Counsel for the Panel can be reached at:

         Martin G. Bunin, Esq.
         Craig E. Freeman, Esq.
         ALSTON & BIRD LLP
         90 Park Avenue
         New York, NY
         Tel: (212) 210-9400
         Fax: (212) 210-9444

                    About Sound Shore Medical

Sound Shore Medical Center of Westchester, Mount Vernon Hospital
Inc., Howe Avenue Nursing Home and related entities sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on
May 29, 2013, in White Plains, New York.

The Debtors are the largest "safety net" providers for Southern
Westchester County in New York.  Affiliated with New York Medical
College, Sound Shore is a not-for-profit 242-bed, community based-
teaching hospital located in New Rochelle, New York.  Mountain
Vernon Hospital is a voluntary, not-for-profit 176-bed hospital
located in Mount Vernon, New York.  Howe Avenue Nursing Home is a
150-bed, comprehensive facility.

The Debtors tapped Burton S. Weston, Esq., at Garfunkel Wild, P.C.
as counsel; Alvarez & Marsal Healthcare Industry Group, LLC, as
financial advisors; and GCG Inc., as claims agent.

The Debtors are seeking to sell their assets to the Montefiore
health system.  In June 2013, Montefiore added $4.75 million to
its purchase offer for Sound Shore Medical Center and Mount Vernon
Hospital to speed up the sale.  Montefiore raised its bid to
$58.75 million plus furniture and equipment as part of a request
for a private sale of the bankrupt New Rochelle and Mount Vernon
hospitals, which the Bronx-based health system would like to buy
by August 2.  Montefiore is represented by Togut, Segal & Segal
LLP.

Alston & Bird LLP represents the Official Committee of Unsecured
Creditors.

Sound Shore disclosed assets of $159.6 million and liabilities
totaling $200 million.  Liabilities include a $16.2 million
revolving credit and a $5.8 million term loan with Midcap
Financial LLC.  There is $9 million in mortgages with Sun Life
Assurance Co. of Canada (US) and $11.5 million owing to the New
York State Dormitory Authority.


SOUTHERN STATES: Moody's Rates New $130MM Senior Notes Issue 'B3'
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Southern States
Cooperative, Inc.'s proposed $130 million senior unsecured note
issue due 2021. Moody's also affirmed the company's B1 Corporate
Family Rating, B1-PD Probability of Default Rating and SGL-3
Speculative Grade Liquidity rating. The outlook remains negative.

Proceeds from the proposed offering will be used to refinance
Southern States' $130 million senior unsecured notes due 2015 and
pay related fees and expenses.

Rating assigned:

$130 million senior unsecured notes due 2021 at B3 (LGD 5, 76%)

Ratings affirmed:

Corporate Family Rating at B1

Probability of Default Rating at B1-PD

Speculative Grade Liquidity rating at SGL-3

$130 million senior unsecured notes due 2015 at B3 (LGD 5, 84%)

The B3 rating on Southern States' senior unsecured notes due 2015
will be withdrawn upon completion of the refinancing.

Ratings Rationale:

"The affirmation of Southern States' B1 Corporate Family Rating
considers the significant improvement in operating performance and
liquidity over the past year. The company ended fiscal 2013 (June
30) with over $100 million of cash on the balance sheet, which
should provide funds for investment in strategic growth
initiatives and assist in lower seasonal revolver borrowing in
2014," said Moody's Analyst, Mike Zuccaro. "When coupled with a
proposed amendment extending the expiration of its revolver to
2018, the proposed refinancing will extend Southern States' debt
maturity profile."

Despite significant improvement, Southern States' credit metrics
remain weak, with Moody's Adjusted Debt/EBITDA estimated to
decline to near 5.75 times for the year ended June 30, 2013. Wet
weather in the key fourth quarter planting season likely limited
the company's EBITDA improvement.

The rating outlook remains negative, reflecting the need to
demonstrate further improvement in credit metrics. The outlook
also reflects the need to complete the refinancing transaction
well in advance of the October 15, 2014 expiration of its current
ABL revolver.

The closing of the proposed refinancing would lead to an
improvement in liquidity and Moody's re-evaluation of the SGL-3
rating.

Southern States' ratings could be downgraded if it appears that
the company will fail to further improve performance and credit
metrics over the coming year, particularly if it appears that
debt/EBITDA will be sustained above 5.5 times and EBITA-to-
interest below 1.3 times. A downgrade could also occur if the
company does not maintain adequate liquidity, either through
failure to address the refinancing of debt obligations well in
advance of their maturities, or if substantial excess revolver
availability is not sustained.

In view of Southern States' high level of business volatility and
negative ratings outlook, a ratings upgrade is unlikely over the
near-to-intermediate term. Over time, further diversification and
greater scale while sustaining higher operating and cash flow
margins would be viewed positively.

Headquartered in Richmond, Virginia, Southern States Cooperative,
Inc. is a retailer and wholesale supplier of a diversified array
of agricultural products and services, such as fertilizer, seed,
crop protectants, animal feed, petroleum, and farm and home
supplies.

Southern States Cooperative, Inc.'s ratings were assigned by
evaluating factors that Moody's considers relevant to the credit
profile of the issuer, such as the company's (i) business risk and
competitive position compared with others within the industry;
(ii) capital structure and financial risk; (iii) projected
performance over the near to intermediate term; and (iv)
management's track record and tolerance for risk. Moody's compared
these attributes against other issuers both within and outside
Southern States Cooperative, Inc.'s core industry and believes
Southern States Cooperative, Inc.'s ratings are comparable to
those of other issuers with similar credit risk. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


SOUTHERN STATES: S&P Affirms 'B' CCR; Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
Richmond, Va.-based Southern States Cooperative Inc., including
the 'B' corporate credit rating.  The outlook is stable.

At the same time, S&P assigned a 'B' issue-level rating to the
company's proposed senior unsecured notes, with a recovery rating
of '4', indicating its expectations for average (30% to 50%)
recovery in the event of a payment default.  S&P expects proceeds
from the proposed transaction to repay the company's $130 million
senior unsecured notes maturing 2015.

The ratings affirmation reflects S&P's opinion that Southern
States' financial risk profile remains "highly leveraged," despite
improving credit measures following much better performance in
fiscal 2013.  S&P's assessment of the company's business risk
profile remains "vulnerable," primarily reflecting its inherent
seasonality, very low operating margins, and volatile earnings.

"The company's key divisions, including Retail, Crops, Feed, and
Petroleum, largely performed as expected, despite another
shortened spring planting season due to wet weather," said
Standard & Poor's credit analyst Chris Johnson.  "Better earnings
led to credit measures improving closer to our expected levels,
including an estimated ratio of adjusted debt to EBITDA for fiscal
year 2013 improving to 5.8x from 10.6x at fiscal year-end 2012."

Key credit factors in S&P's business risk assessment include the
inherent seasonality of the cooperative's agriculture-based
businesses, very low margins, and volatile earnings.


STATE FARM: A.M. Best Hikes Finc'l. Strength Rating From 'B-'
-------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to B+
(Good) from B- (Fair) and the issuer credit rating to "bbb-" from
"bb-" of State Farm Florida Insurance Company (State Farm Florida)
(headquartered in Winter Haven, FL).  The outlook for both ratings
has been revised to stable from negative.

The upgrading of State Farm Florida's ratings is due to its much
improved capitalization as a result of strong surplus growth and
reduced underwriting risk in recent years.  This was primarily
attributed to better than anticipated earnings and surplus gains
from changes in statutory accounting principles relating to income
taxes.  In addition, the company has significantly lowered its
gross exposure to catastrophic losses from hurricanes, increased
rates and strengthened its underwriting guidelines.

Furthermore, the ratings benefit from the support provided by
State Farm Florida's parent, State Farm Mutual Automobile
Insurance Company (State Farm Mutual) (Bloomington, IL) as well as
the benefits it receives from being a member of the State Farm
Mutual organization.  This support has been demonstrated by State
Farm Florida issuing $750 million of surplus notes to State Farm
Mutual in 2004 (in exchange for cash) and in State Farm Mutual's
continuing support through property catastrophe reinsurance
protection.  Moreover, State Farm Florida benefits from the
superior business profile of the State Farm Mutual organization as
the largest provider of personal lines insurance in Florida, as
well as through mass marketing, exclusive independent agency
distribution and various intercompany programs with affiliates.

These favorable rating aspects are partially offset by State Farm
Florida's historically weak capitalization primarily attributed to
unfavorable operating performance.  Additionally, the company's
underwriting risks are concentrated in homeowners' lines in
Florida.  Furthermore, in addition to State Farm Florida's
exposure to losses from hurricanes and sinkholes, its results are
highly susceptible to regulatory and legislative actions as well
as changes in the economic environment.  Moreover, the persistence
of low interest rates and the predominance of invested assets in
fixed income securities are challenging the company to produce
reasonable investment returns.

Pressure may be put on the ratings and outlook (ratings downgraded
and/or outlook revised) if State Farm Florida's risk-adjusted
capitalization weakens, its exposure to catastrophic loss were to
significantly increase and/or its business profile and strategic
importance to State Farm Mutual (or its support) were to diminish.
However, further improvement in capitalization and continued
positive earnings would lead to favorable ratings consideration.


STEELE SPORTFISHING: BB&T May Sell Fishing Vessel, Distr. Ct. Says
------------------------------------------------------------------
District Judge Ellen L. Hollander granted the motion of Branch
Banking & Trust Company for the interlocutory sale of the fishing
vessel TOPLESSS, owned by Steele Sportfishing Service Corp.

The sale proceedings were previously stayed when Steele
Sportfishing filed for a Chapter 11 petition on Jan. 5, 2013, in
the U.S. Bankruptcy Court for the District of Maryland.

In a July 11, 2013 Memorandum available at http://is.gd/itj78G
from Leagle.com, Judge Hollander said she sees no reason to delay
further the interlocutory sale of the Vessel when Sportfishing
does not claim that the Vessel is irreplaceable or holds
particular sentimental value.  If Sportfishing ultimately were to
prevail, it could be made whole financially because BB&T could be
required to remit the net proceeds of sale to it, the judge said.

The case is BRANCH BANKING & TRUST COMPANY, Plaintiff, v. FISHING
VESSEL TOPLESSS, her engines, tackle, appurtenances, etc.,
Official No. 1083070, Defendant, Civil Action No. ELH-12-2364.

Plaintiff Branch Banking & Trust Company is represented by Caitlin
V Nesseler, Esq. -- cvnesseler@ober.com -- and M Hamilton Whitman,
Jr., Esq. -- mhwhitman@ober.com -- of Ober Kaler Grimes and
Shriver PC.

Defendant Steele Sportfishing Service Corp. is represented by
William Nelson Sinclair, Esq. -- ksinclair@mdattorney.com -- and
Anna Zappulla Skelton, Esq. -- ASkelton@mdattorney.com  -- of
Silverman Thompson Slutkin and White LLC.


STELERA WIRELESS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Stelera Wireless, LLC
        13431 Broadway Extension, Suite 102
        Oklahoma City, OK 73114

Bankruptcy Case No.: 13-13267

Chapter 11 Petition Date: July 18, 2013

Court: United States Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Niles L. Jackson

Debtor's Counsel: Jeffrey E. Tate, Esq.
                  MULINIX OGDEN HALL & LUDLAM, PLLC
                  3030 Oklahoma Tower
                  210 Park Avenue Suite 3030
                  Oklahoma City, OK 73102
                  Tel: (405) 232-3800
                  Fax: (405) 232-8999
                  E-mail: jtate@lawokc.com

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

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

The petition was signed by Tim Duffy, chief technology
officer/manager.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
USDA-Rural Development                            $23,831,615
Branch FC-340
PO Box 200011
Saint Louis,
MO 63120-0011

Nokia Siemens Networks     Trade Debt             $2,080,476
Lockbox # 840460
1401 Elm Street, 5th Flr
Dallas, TX 75202

Ted Hinck                  Bridge Loan            $229,693
Vesbridge Partners, LLC
601 Carlson Parkway
Suite 600
Hopkins, MN 55305

Jeff Hinck                 Loan                   $229,890
Vesbridge Partners, LLC
601 Carlson Parkway
Suite 600
Hopkins, MN 55305

SBA Towers II, LLC         Trade Debt             $148,344

Cox Communications         Trade Debt             $114,269

Oklahoma County                                   $111,456
Treasurer

American Towers, Inc.      Trade Debt             $110,310

LogiSense Corporation      Trade Debt             $79,176

T-Mobile West Corp.        Trade Debt             $74,779

Spectrasite                                       $71,878
Communications, LLC

SBA Structures, Inc.       Trade Debt             $57,771

Crown Castle Intl.         Trade Debt             $49,500

Monte R. Lee and Company   Trade Debt             $44,965

Viaero                     Trade Debt             $42,873

GTP Towers Issuer LLC                             $37,440

GTP Acquisition                                   $35,230
Partners LLC

City of Rockport                                  $26,400

Insite Towers, LLC                                $18,102

Dawson Co. Central                                $17,275
Appr Dist.


STI INFRASTRUCTURE: S&P Assigns Prelim. 'B' CCR; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
preliminary corporate credit rating to STI Infrastructure
S.a r.l., the indirect parent and guarantor of operating companies
Synagro Infrastructure Co. Inc., Synagro Rail Inc., and Synagro
Drilling Inc. (collectively Synagro).  The outlook is stable.

At the same time, S&P assigned a preliminary 'B+' issue-level
rating (one notch above the corporate credit rating) and a
preliminary '2' recovery rating to the proposed $215 million
senior secured term loan due 2020 based on preliminary terms and
conditions.  The co-borrowers of the secured facilities will be
the operating companies mentioned above. The proposed $65 million
revolving facility due 2018 is unrated.

Synagro is being purchased by equity sponsor EQT.  The company
plans to use the proceeds from the new term loan, the equity
contribution from EQT, and a small amount of revolver borrowings
to fund the sale transaction and to pay for prepetition trade
payables, fees, and expenses.  S&P notes that an additional
$3.5 million of the purchase price will be deferred for 60 days
after closing and $5.0 million of the purchase price will be paid
six months after closing.  The bankruptcy court overseeing the
Chapter 11 proceedings has approved the adequacy of the company's
disclosure statement.  S&P anticipates that the confirmation
hearing will occur on August 20, with the closing of the financing
transaction to occur shortly thereafter.

"The ratings on Synagro reflect our assessment of its business
risk profile as weak and its financial risk profile as highly
leveraged," said Standard & Poor's credit analyst James Siahaan.
He added, "We assess its management and strategy as fair."

The outlook is stable.  S&P expects the company to achieve and
maintain satisfactory operating profitability and generate
sufficient free cash flow to support a financial profile
consistent with the ratings.  S&P also expects the company will
maintain its very aggressive financial policy and pursue modest
acquisitions and, in the longer term, shareholder rewards.  S&P's
expectations at the current rating include FFO to debt ratio of
10%, sufficient availability under its revolver, and leverage
under 5.5x.

S&P could lower ratings if operating challenges following the loss
of several contracts increases leverage to over 6x, or if the
company's liquidity position deteriorates.  This could happen if
the company's revenues were to decline 2% and EBITDA margins were
to decline 130 bps.

Given the company's credit measures and S&P's expectations
regarding the pace of any deleveraging, it would view an upgrade
over the next year as unlikely at this time.


SYNAGRO INFRASTRUCTURE: Moody's Assigns B3 CFR; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service assigned B3 corporate family and B3-PD
probability of default ratings to Synagro Infrastructure Company,
Inc. Moody's also assigned B3 ratings to the proposed first lien
revolving credit facility and term loan. The rating outlook is
stable.

Ratings

  Corporate Family Rating: assigned B3

  Probability of Default Rating: assigned B3-PD

  $65 million first lien revolving credit facility: assigned B3-
  LGD3/48%

  $215 million first lien term loan: assigned B3-LDG3/48%

Rating Outlook: stable

Ratings Rationale:

Synagro's B3 corporate family rating reflects the company's
elevated leverage (5.4x Moody's adjusted leverage expected for
2013), low free cash flow to debt (1%) and interest coverage (1.4x
EBITDA-Capex/int), based on the planned capital structure after
emerging from bankruptcy reorganization. Despite providing a
service generally viewed as both critical and low variability in
demand, the company's historic financial performance has been
somewhat volatile due to a sizable contract cancellation and other
factors. Uncertainty on near term performance coming out of
reorganization, customer concentration (top five contracts
expected to account for 22% of total revenue), modest scale, and
geographic concentration in the US also constrain the rating.
These factors are offset by the company's leading share (the
company estimates it collects nearly 30% of money spent
outsourcing non-industrial wastewater treatment) in a critical
service, multi-year relationships with strong credit quality
customers (US municipalities) and a refocused management. Moody's
views the new capital structure as sustainable due to the
meaningful debt reduction achieved through the bankruptcy process.
Moody's adjusts reported earnings and debt to exclude meaningfully
levered non-recourse projects, though these projects' dividends
are expected to be a source of cash flow to reduce Synagro's debt.
The reorganization is expected to be finalized in late August or
early September 2013.

Liquidity is adequate as just over half of the company's revolver
will be available, internally generated cash flow is expected to
cover maintenance capex and required debt amortization, and the
company is expected to maintain a comfortable cushion on the bank
facility's covenants. The pledge of substantially all Synagro's
assets to the facility limits options for alternate liquidity.

The stable outlook reflects the critical nature of Synagro's
wastewater treatment service which, when combined with anticipated
steady business performance, will drive contract renewal. Moody's
expects leverage to decline to 5x by the end of 2014 based on the
cash flow sweep and dividends from the non-recourse project.
Moody's also expects EQT, the private equity firm purchasing
Synagro, to invest additional equity capital in the event large
projects are identified in order to maintain a financial profile
commensurate with the B3 rating.

Establishing a post reorganization track record of stable
performance, mid-single digit free cash flow to debt, and interest
coverage (after deducting capex) around 2x, and leverage declining
to below 5x could lead to improved ratings. Loss of a material
contract, sustained negative free cash flow to debt, or leverage
exceeding 7x could lead to lower ratings.

Moody's assigned ratings to Synagro Infrastructure Company Inc.,
while noting Synagro Rail, Inc. and Synagro Drilling, Inc. are co-
borrowers under the revolver and term loan. All three borrowers
are jointly and severally liable on borrowings, and the revolver
and term loans are guaranteed by STI Infrastructure S.a.r.l, a
holding company.

The principal methodology used in this rating was the 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.

Baltimore, MD based Synagro Technologies Inc. provides bio-solids
wastewater treatment services in the US primarily to
municipalities. The company is expected to finalize its
reorganization by September 2013 with an affiliate of EQT, a
European private equity firm, purchasing the company. Revenue in
the twelve months ending June 2013 was approximately $311 million.


T SORRENTO: Files 3rd Amended Plan to Modify Claims Treatment
-------------------------------------------------------------
T Sorrento, Inc., and Transcontinental Realty Investors, Inc.,
filed with the U.S. Bankruptcy Court for the Northern District of
Texas, Dallas Division, a third amended Chapter 11 plan to modify
the treatment of the allowed claims against the Debtor.

The Third Amended Plan provides that the allowed secured claim of
RMR Investments, Inc. - Casino (Class 2) is $4,244,495.  RMR will
retain its Lien on the property owned by the Debtor at Mira Lago,
in Farmers Branch, Texas, to secure the payment obligations on the
Allowed Class 2 Claim, and RMR's Lien on Casino will be RMR's sole
recourse for satisfaction of its Allowed Class 2 Claim in the
event of a default.  The Allowed Class 2 Claim will accrue
interest after the Effective Date at the annual rate of 7% in year
one, 7.5% in year two, and 8% in year three, in each case using
simple interest.

The Debtor, TCI, and RMR agree that the amount of the Allowed
Class 3 Claim (Secured Claim of RMR - Stanley) is $1,732,589.  The
Allowed Class 3 Claim will accrue interest at the annual rate of
7% between September 1, 2013 and the Effective Date, using simple
interest, and no further interest, fees, or other expenses.  RMR
will retain its Lien on the Debtor's property at 2301 Valley
Branch Circle, in Farmers Branch, Texas, to secure the payment
obligations on the Allowed Class 3 Claim, and RMR's Lien on
Stanley will be RMR's sole recourse for satisfaction of its
Allowed Class 3 Claim in the event of a default.

The Debtor, TCI, and RMR agree that the Class 4 Claim (Claim of
RMR - Galleria) will be allowed as two separate notes to be
executed by the Debtor, the first Note being in the principal
amount of $1,100,000 and the second Note being in the principal
amount of $900,000.  The Notes will be non-recourse and accrue
interest after the Effective Date at the annual rate of 7% in year
one, 7.5% in year two, and 8% in year three, in each case using
simple interest.

The Class 5 (Allowed Secured Claim of West Orient - Casino) Claim
will be allowed in the amount of $156,199.  On the Effective Date,
West Orient will apply the Reserve to the Allowed Class 5 Claim,
and the Debtor will satisfy any remaining amounts by six equal
payments.  The Allowed Class 5 Claim shall not accrue interest,
fees, or any other amounts.

Class 6 Claim (Allowed Secured Claim of West Orient - Stanley)
will be allowed for $45,840.47.  On the Effective Date, West
Orient will apply any Reserve remaining after the application to
the Allowed Class 5 Claim to the Allowed Class 6 Claim, and the
Debtor and Debtor will satisfy any remaining amounts by six equal
payments.  The Allowed Class 6 Claim shall not accrue interest,
fees, or any other amounts.

Holders of Allowed General Unsecured Claim (Class 7) will be
entitled accrue interest from the Petition Date until paid in full
at the Interest Rate.  Class 5 Claimants will receive 50% of the
Claimant's Allowed Claim with interest on or before the later of:
(a) 30 days following the Effective Date, or (b) 30 days following
the entry of a Final Order Allowing that Claim.  The Class 5
Claimants will receive the remaining 50% of their Allowed Claim
with interest on the first day of the sixth month following
confirmation.

Holders of Allowed Interests (Class 8) will retain their
prepetition interest in the Debtor and will not receive any
distributions on account of those Interests until the Debtor has
performed its obligations to Classes 1 ? 7.

A blacklined version of the Third Amended Plan, dated July 19,
2013, is available for free at:

        http://bankrupt.com/misc/TSORRENTOplan0719.pdf

Hudson M. Jobe, Esq., at QUILLING, SELANDER, LOWNDS, WINSLETT &
MOSER, P.C., in Dallas, Texas, represents the Debtor.

C. Gregory Shamoun, Esq., and Dennis M Holmgren, Esq., at Shamoun
& Norman LLP, in Dallas, Texas, represent Transcontinental Realty.

                         About T Sorrento

Clark, Nevada-based T Sorrento, Inc., is a wholly owned subsidiary
of Transcontinental Realty Investors, Inc., a Nevada corporation.
T Sorrento filed for a Chapter 11 petition (Bankr. D. Nev. Case
No. 12-13907) in Las Vegas on April 2, 2012.  At the behest of RMR
Investments, Inc., the Nevada Bankruptcy Court transferred the
venue of the case to the Northern District of Texas, Dallas
Division, as the Debtor's principal office and principal place of
business are located in Dallas and the mailing address for each of
the Debtor's officers is also located in Dallas, Texas.  The case
was transferred to the Northern District of Texas by a June 27,
2012 court order.  Dallas Bankruptcy Judge Barbara J. Houser
oversees the case.

T Sorrento disclosed assets of $17.4 million and debts of
$5.4 million in its schedules.  The Debtor's Schedule A states it
owns six lots (about 30 acres) at "Mira Lago" in Farmers Branch,
two lots (24 acres) at Valley Branch Circle in Farmers Branch, 5.7
acres in McKinney and less than an acre in Irving.  The total
value of the real property is stated as $17,442,754.  The Debtor
has no personal property.  The Debtor disclosed it has secured
debt held by two entities totaling $5,121,368.  Property taxes
owed total $90,000.  Six unsecured creditors are owed a total of
$235,203.

Lender RMR Investments is represented by Mark E. Andrews, Esq.,
and Stephen K. Lecholop II, Esq., at Cox Smith Matthews
Incorporated.


TALON SYSTEMS: Chapter 15 Case Summary
--------------------------------------
Chapter 15 Debtor: Talon Systems Inc.
                   6525 Northwest Drive
                   Mississauga, ON L4V 1K2
                   Canada

Chapter 15 Case No.: 13-11811

Chapter 15 Petition Date: July 19, 2013

Court: District of Delaware (Delaware)

Judge: Kevin J. Carey

Chapter 15 Debtor's Counsel: David M. Fournier, Esq.
                             PEPPER HAMILTON LLP
                             Hercules Plaza, Suite 5100
                             1313 Market Street
                             Wilmington, DE 19899-1709
                             Tel: (302) 777-6500
                             Fax: (302) 421-8390
                             E-mail: fournierd@pepperlaw.com

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

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

The petition was signed by Gary Cerrato, vice president of BDO
Canada Limited, Debtor's foreign representative.

Affiliates that simultaneously filed Chapter 15 petitions:

     Debtor                    Case No.
     ------                    --------
Talon Systems USA Inc.        13-bk-11812
Talon Systems America, Inc.   13-bk-11813


TELECOMMUNICATIONS MGMT: Moody's Keeps Ratings over Loan Increase
-----------------------------------------------------------------
Moody's Investors Service said that the proposed $15 million
incremental first lien term loan and $5 million incremental second
lien term loan of Telecommunications Management, LLC (NewWave) do
not impact its B3 corporate family rating. NewWave will likely use
proceeds, combined with balance sheet cash, to fund acquisitions.

Moody's also updated point estimates and LGD ratings based on the
revised mix of capital.

Telecommunications Management, LLC

  Senior Secured First Lien Credit Facility, B2, LGD adjusted to
  LGD3, 39% from LGD3, 37%

  Senior Secured Second Lien Credit Facility, Caa2, LGD adjusted
  to LGD6, 90% from LGD5, 89%

Ratings Rationale:

Given the likely size, purchase multiples, synergies, and use of
balance sheet cash to help cover purchase prices, Moody's does not
expect acquisitions to materially impact NewWave's leverage,
estimated in the mid to high 6 times debt-to-EBITDA range. Also,
the B3 corporate family rating assumed NewWave would rely on a
combination of debt and equity to fund acquisitions.

Telecommunications Management, LLC (operating under the brand name
NewWave) provides video, high speed data, and voice to about
135,000 residential and commercial customers in southeast
Missouri, Arkansas, southern and western Indiana, southern and
eastern Illinois, Texas, Louisiana and Mississippi. GTCR acquired
NewWave from Pamlico Capital in May 2013 through its previously
established partnership with Rural Broadband Investments, which
acquires and invests in rural-focused cable systems serving
residential and commercial customers in small-to-middle sized
markets and rural geographies.

The principal methodology used in this rating/analysis was the
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.


TPO HESS: Panel Retains Cooley LLP as Lead Counsel
--------------------------------------------------
The official committee of unsecured creditors in the Chapter 11
cases of TPO Hess Holdings Inc., D.B. Hess Co., The Press of Ohio
and other affiliates earlier this month filed papers with the U.S.
Bankruptcy Court seeking permission to employ Cooley LLP as lead
counsel.

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

The firm's rates are:

   Attorney          Status    Hourly Rate    Discounted Rate
   --------          ------    -----------    ---------------
   Cathy Hershcopf   Partner      $845.00         $760.50
   Robert Winning    Associate    $435.00         $391.50

                         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.

On July 24, 2013, TPO won Court approval to sell virtually all its
assets to Bang for about $19.3 million, as well as approval of its
bankruptcy plan.  An auction set for July 17 was cancelled after
no other entities emerged to challenge Bang's bid.

Under the liquidation plan, the Debtors' 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.


TPO HESS: Panel Can Retain Richards Layton as Local Counsel
-----------------------------------------------------------
The official committee of unsecured creditors in the Chapter 11
cases of TPO Hess Holdings Inc., D.B. Hess Co., The Press of Ohio
and other affiliates sought and obtained permission from the U.S.
Bankruptcy Court to retain Richards, Layton & Finger, P.A. as
local counsel.

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

                         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.

On July 24, 2013, TPO won Court approval to sell virtually all its
assets to Bang for about $19.3 million, as well as approval of its
bankruptcy plan.  An auction set for July 17 was cancelled after
no other entities emerged to challenge Bang's bid.

Under the liquidation plan, the Debtors' 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.


TPO HESS: Can Employ Deloitte to Provide CRO & Restructuring Staff
------------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware authorized TPO Hess Holdings, Inc., et al., to employ
Deloitte Financial Advisory Services LLP to provide Matthew
Pascucci as the Debtors' chief restructuring officer and
additional personnel to assist Mr. Pascucci in his role as CRO.

As CRO, Mr. Pascucci will provide the following services:

   (a) Assist the Debtors in cash management and cash flow
       forecasting processes, including the monitoring of actual
       cash flow versus projections;

   (b) Assist the Debtors in their analysis of their liquidity
       outlook, debt service capacity and appropriate capital
       structure;

   (c) Assist the Debtors in their estimation of a future baseline
       EBITDA;

   (d) Assist the Debtors in evaluating the critical functional
       areas of the Debtors' business;

   (e) Assist the Debtors in (i) identifying various operational,
       managerial, financial and strategic restructuring
       alternatives, (ii) understanding the business and financial
       impact of same and (iii) implementing the same;

   (f) Assist the Debtors in their preparation of contingency
       plans to reflect the impact of restructuring alternatives,
       and assist in their revision of relevant cash flow
       projections and business plans;

   (g) Assist the Debtors in connection with the Debtors'
       communications and negotiations with other parties,
       including its secured lenders, significant vendors, etc.;

   (h) Assist the Debtors with the development of a liquidation
       analysis and a potential wind down and liquidation of the
       Debtors' assets if necessary;

   (i) Assist the Debtors in connection with the Debtors'
       preparation of various financial reports which may be
       required during discussions with the Debtors' Board,
       lenders and stakeholders; and

   (j) Provide advice and recommendations with respect to other
       related matters as the Debtors or their professionals may
       request from time to time, as agreed to by Deloitte FAS.

Deloitte will be paid professional fees in accordance with its
customary hours:

   Chief Restructuring Officer            $525
   Partner, Principal Director         $525 - $695
   Senior Manager                      $450 - $525
   Manager                             $395 - $450
   Senior Associate/Associate          $250 - $395
   Paraprofessional                    $125 - $250

Deloitte FAS will also be reimbursed of reasonable expenses
incurred in connection with the engagement, including, but not
limited to travel, report preparation, delivery services,
photocopying and other costs included in providing the Services.

Deloitte FAS received a retainer in the amount of $100,000 prior
to the Petition Date.  The firm has applied a portion of the
Retainer to their fees and expenses that were outstanding and
unpaid as of the Petition Date, and the remaining balance of
$82,998 will be held by Deloitte FAS in accordance with the terms
of its engagement agreement with the Debtors.

Pauline K. Morgan, Esq., Ryan M. Bartley, Esq., and Laurel D.
Roglen, Esq., at YOUNG CONAWAY STARGATT & TAYLOR, LLP, in
Wilmington, Delaware, represent the Debtors.

                         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.


TRAINOR GLASS: Committee Reports on 17 Settled Adversary Cases
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Trainor Glass Company notified the U.S.
Bankruptcy Court for the Northern District of Illinois, Eastern
Division, that notices of settlement are pending in the following
17 matters:

   * All Metals Fabrication, Inc.
   * Allied Waste Services, Industries, LLC
   * Assa Abloy Entrance Systems US Inc.
   * Besam Automated Entrance Solutions, Inc.
   * Astro Sheet Metal Company, Inc.
   * BAV, Inc.
   * Central Rent-a-Crane, Inc.
   * Conner Industries, Inc.
   * Eggers Industries, Inc.
   * Gen-Oak Fabricators, Inc.
   * Hallmark Fabricators, Inc.
   * Herman Miller, Inc.
   * Milliken & Company
   * Now Specialties, Inc.
   * Omnova Solutions Inc.
   * Tee Jay Service Company
   * The William L. Bonnell Company, Inc.

The settlement with Central Rent-A-Crane provides that, in
consideration of a certain sum, all claims against Fidelity &
Deposit Company of Maryland, Bond Safeguard Insurance Company and
Lexon Insurance Company and their subsidiaries arising out of or
relating to the project commonly known as Valparaiso University
Academic Building are released, waived and discharged.

The Debtor also entered into a settlement agreement with The
Robins & Morton Group, which provides for mutual releases arising
from five of R&M's projects with the Debtor.

The Creditors' Committee also related that the Liquidating Trustee
filed 147 adversary proceedings in April 2013 seeking recovery of
approximately $14.5 million pursuant to Sections 547 and 548 of
the Bankruptcy Code.  Of those proceedings, as of July 3, 2013:
four have been dismissed after presentation of defenses; orders
have been entered approving settlements with seven defendants; and
136 remain active with a total demand of approximately $14.1
million.

The Creditors' Committee is represented by Aaron L. Hammer, Esq.,
and Michael A. Brandess, Esq., at Sugar Felsenthal Grais & Hammer
LLP, in Chicago, Illinois.

                        About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.  The Debtor
has tapped Cole, Martin & Co., Ltd., to render certain auditing
services related to the Debtor's 401(k) and profit sharing plan.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRAINOR GLASS: Can Use Cash Collateral & DIP Loans Until Nov. 13
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, extended until Nov. 13, 2013, the termination
date of the final order authorizing Trainor Glass Company to use
the cash collateral and the DIP financing loans and grant adequate
protection to First Midwest Bank as postpetition lender.

                        About Trainor Glass

Trainor Glass Company, doing business as Trainor Modular Walls,
Trainor Solar, and Trainor Florida, filed for Chapter 11
bankruptcy (Bankr. N.D. Ill. Case No. 12-09458) on March 9, 2012.
Trainor was founded in 1953 by Robert J. Trainor Sr. to pursue a
residential glass business in Chicago, Illinois.  Trainor's
business model was focused on quality fabrication, design,
engineering, and installation of glass products and framing
systems in virtually every architectural application, including
(a) new construction, (b) green-building solutions, (c) building
rehabilitation, (d) storefronts and entrances, (e) tenant
interiors, and (f) custom-specialty work.

The Hon. Carol A. Doyle oversees the Chapter 11 case.  David A.
Golin, Esq., Michael L. Gesas, Esq., and Kevin H. Morse, Esq., at
Arnstein & Lehr LLP, serve as the Debtor's counsel.  High Ridge
Partners, Inc., serves as its financial consultant.  The Debtor
has tapped Cole, Martin & Co., Ltd., to render certain auditing
services related to the Debtor's 401(k) and profit sharing plan.

The Debtor scheduled $14,276,745 in assets and $64,840,672 in
liabilities.

A three-member official committee of unsecured creditors has been
appointed in the case.  The committee retained Sugar Felsenthal
Grais & Hammer LLP as counsel.


TRINITY COAL: Exclusive Plan Filing Date Extended to Sept. 30
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Kentucky
extended Trinity Coal Corporation and its debtor affiliates'
exclusive period to file a Chapter 11 plan until Sept. 30, 2013,
and their exclusive period to solicit acceptances of that plan
until Nov. 29.

According to the Debtors, the extension of their exclusive periods
will add certainty and stability as they continue to work towards
a sale of their assets and anticipated formulation of a Chapter 11
plan in due course.

John W. Ames, Esq. -- james@bgdlegal.com -- C.R. Bowles, Jr., Esq.
-- cbowles@bgdlegal.com -- and Bruce Cryder, Esq. --
bcryder@bgdlegal.com -- at BINGHAM GREENEBAUM DOLL LLP, in
Lexington, Kentucky; and Steven J. Reisman, Esq. --
sreisman@curtis.com -- L. P. Harrison 3rd, Esq. --
lharrison@curtis.com -- and Jerrold L. Bregman, Esq. --
jbregman@curtis.com -- at CURTIS, MALLET-PREVOST, COLT & MOSLE
LLP, in New York, represent the Debtors.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted the involuntary cases to voluntary
Chapter 11 cases.  Sturgill, Turner, Barker & Moloney, PLLC serves
as the Committee's local counsel.


TRINITY COAL: Amends CFO Agreement to Remove Severance Pay
----------------------------------------------------------
Trinity Coal Corporation and its debtor affiliates sought and
obtained approval from the U.S. Bankruptcy Court for the Eastern
District of Kentucky of an amendment to the employment agreement
with Michael D. Dean, their chief financial officer.

The Debtors amended Mr. Dean's Employment Agreement to clarify
that Mr. Dean's compensation and benefits under his Employment
Agreement, as amended, does not include any "severance pay," and
that the "Incentive Compensation" set forth in the Revised
Amendment will be included in the definition of the "Carve-
Out" under the DIP Agreement and approved by the Court.

John W. Ames, Esq., C.R. Bowles, Jr., Esq., and Bruce Cryder,
Esq., at BINGHAM GREENEBAUM DOLL LLP, in Lexington, Kentucky; and
Steven J. Reisman, Esq., L. P. Harrison 3rd, Esq., and Jerrold L.
Bregman, Esq., at CURTIS, MALLET-PREVOST, COLT & MOSLE LLP, in New
York, represent the Debtors.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted the involuntary cases to voluntary
Chapter 11 cases.  Sturgill, Turner, Barker & Moloney, PLLC serves
as the Committee's local counsel.


TRINITY COAL: Taps Hayflich Grigoraci as CPAs
---------------------------------------------
Trinity Coal Corporation and its debtor affiliates sought and
obtained authority from the U.S. Bankruptcy Court for the Eastern
District of Kentucky to employ Hayflich Grigoraci PLLC as
Certified Public Accountants to perform an audit of the Frasure
Creek Mining, LLC 401(k) Plan, and to provide related services
that directly impact Debtors' Chapter 11 Cases.

The Debtors have agreed to pay HG a fixed fee of $12,500 for work
performed by its personnel, with any extra charges billed at HG
personnel's regular hourly rates.  All fees and related costs and
expenses owed to HG will be paid as administrative expenses.

Robert C. (Rob) Fuller, CPA, who will be principally responsible
for the services performed by HG, assured the Court that his firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted the involuntary cases to voluntary
Chapter 11 cases.  Sturgill, Turner, Barker & Moloney, PLLC serves
as the Committee's local counsel.


TWENTY SIX EAST: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Twenty Six East Lane, LLC
        26 East Lane
        Darien, CT 06820

Bankruptcy Case No.: 13-51113

Chapter 11 Petition Date: July 19, 2013

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: David A. Scalzi, Esq.
                  921 Stillwater Road
                  Stamford, CT 06902
                  Tel: (203) 323-8232
                  Fax: (203) 323-0508
                  E-mail: scalzi@optonline.net

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

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

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

The petition was signed by Anna Maria Lowman, president.


URBAN FARMER: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: The Urban Farmer, Inc.
        3431 East 86th Avenue
        Thornton, CO 80229

Bankruptcy Case No.: 13-22417

Chapter 11 Petition Date: July 19, 2013

Court: United States Bankruptcy Court
       District of Colorado (Denver)

Judge: A. Bruce Campbell

Debtor's Counsel: Aaron J. Conrardy, Esq.
                  Harvey Sender, Esq.
                  SENDER WASSERMAN WADSWORTH, P.C.
                  1660 Lincoln St., Ste. 2200
                  Denver, CO 80264
                  Tel: (303) 296-1999
                  Fax: (303) 296-7600
                  E-mail: aconrardy@sendwass.com
                          Sendertrustee@sendwass.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/cob13-22417.pdf

The petition was signed by Karen Tollefson, president.


UNIQUE BROADBAND: Reports Third Quarter 2013 Financial Results
--------------------------------------------------------------
Unique Broadband Systems, Inc. on July 26 reported its operating
and financial results for the third quarter of fiscal 2013, ended
May 31, 2013.

Recent operating and financial highlights (in thousands, except
per share amounts) include:

        --  UBS continues to operate under the court approved
Company Creditors Arrangement Act ("CCAA");
        --  On May 21, 2013, Madam Justice Mesbur of the Ontario
Superior Court of Justice released reasons for decision pursuant
to the trial between UBS, and Mr. McGoey and Jolian Investments
Ltd. ("Jolian"), together referred to as the "Jolian Parties",
which was completed on March 1, 2013.  Based on these findings,
Her Honour:
            --  set aside the bonus and SAR cancellation awards
granted to the Jolian Parties, which resulted in a reversal of
$1,999 to restructuring charges;
            --  concluded the Jolian Parties were not entitled to
indemnification, which resulted in a reversal of legal accruals
totaling $551;
            --  made a disgorgement order of $200 payable by
Jolian to UBS; and
            --  found that Jolian was entitled to an "enhanced
severance" claim and asked that Jolian file a revised proof of
claim in respect of this.  The Company's initial estimate of this
amount, having regard to her Honour's decision, is approximately
$2,853.  Jolian's revised proof of claim is in excess of $4,000.
The Company is seeking leave to appeal this finding, and the
outcome of the appeal process will determine the validity and
quantum of the claim.
        --  UBS recorded a loss of $787, or $0.008 for the three
months ended May 31, 2013, compared to a loss of $774 or $0.007
for the three months ended May 31, 2012.  The variance resulted
from, among other things, the adjustments to restructuring charges
recorded in the quarter ended May 31, 2013, and the expiration of
the Management Services Agreement with ONEnergy (formerly Look) on
May 19, 2012.
        --  As at May 31, 2013, UBS held cash ($160) and short-
term investments ($2,799) totaling $2,969.  Management continues
to preserve cash while advancing the CCAA claims process as
expeditiously as possible.

For further information on UBS' financial results, please review
UBS' unaudited condensed consolidated interim financial statements
and management's discussion and analysis of financial condition
and results of operations for the three and nine months ended
May 31, 2013 and 2012.

              About Unique Broadband Systems, Inc.

Unique Broadband Systems, Inc. -- http://www.uniquebroadband.com/
-- is a Canadian-based company with holdings in Look
Communications and a continuing business interest with Unique
Broadband Systems Ltd.


UNIVERSAL HEALTH: AMC No Longer a Third-Party Administrator
-----------------------------------------------------------
Soneet R. Kapila, as the Chapter 11 Trustee for Universal Health
Care Group, Inc. and as the Chapter 11 Trustee for the sole member
of American Managed Care, LLC, asks the U.S. Bankruptcy Court for
the Middle District of Florida, Tampa Division, to approve a
consent order negotiated with the Florida Office of Insurance
Regulation.

As of July 2, 2013, AMC, a wholly owned subsidiary of Universal,
is no longer operating as a third party administrator and has
negotiated a Consent Order with the Florida Office of Insurance
Regulation for termination.  The proposed Consent Order permits
the termination of AMC's license without the need for any further
proceedings with the Florida Office of Insurance Regulation and is
consistent with the winding down of AMC's operations.

Roberta A. Colton, Esq. -- racolton@trenam.com -- at TRENAM,
KEMKER, SCHARF, BARKIN, FRYE, O'NEILL & MULLIS, P.A., in Tampa,
Florida, serves as attorney for AMC.

                    About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.

Universal Health Care estimated assets of up to $100 million and
debt of less than $50 million in court filings in Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.

Soneet R. Kapila, as the Chapter 11 Trustee for Universal Health
Care Group, Inc. and as the Chapter 11 Trustee for the sole member
of American Managed Care, LLC.


UNIVERSAL HEALTH: Trustee Can Employ Genovese as Special Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida,
Tampa Division, authorized Soneet R. Kapila, the duly appointed
Chapter 11 trustee for Universal Health Care Group, Inc., to
employ Theresa Van Vliet, Esq., and the law firm of Genovese
Jobless & Battista, P.A. as special counsel.

GJB will represent the Trustee in connection with his dealings and
interaction with the United State Attorney's Office as well as any
related criminal proceedings, including responding to pending and
future subpoenas and potential assets recoveries.  The Trustee
reserves the right to expand the scope of services to be provided
by GJB in the exercise of his best business judgment.

The Trustee will utilize the services of Theresa Van Vliet, who is
a partner in GJB and who leads GJB's white collar criminal defense
practice.  The Trustee has negotiated a reduced hourly rate for
Ms. Van Vliet's services at $500 per hour.

                    About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.

Universal Health Care estimated assets of up to $100 million and
debt of less than $50 million in court filings in Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.

Soneet R. Kapila, as the Chapter 11 Trustee for Universal Health
Care Group, Inc. and as the Chapter 11 Trustee for the sole member
of American Managed Care, LLC.


UNIVERSAL HEALTH: Trustee Taps Jennis & Bowen as Conflicts Counsel
------------------------------------------------------------------
Soneet R. Kapila, as the Chapter 11 Trustee for Universal Health
Care Group, Inc., and as the Chapter 11 Trustee for the sole
member of American Managed Care, LLC, seeks authority from the
U.S. Bankruptcy Court for the Middle District of Florida, Tampa
Division, to employ Dennis S. Jennis, Esq., and Jennis & Bowen,
P.L., as special conflicts counsel, to be paid $120-$150 per hour
for para-professionals and $175-$425 per hour for attorneys.

The firm assures the Court that it is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.

                    About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.

Universal Health Care estimated assets of up to $100 million and
debt of less than $50 million in court filings in Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.

Soneet R. Kapila, as the Chapter 11 Trustee for Universal Health
Care Group, Inc. and as the Chapter 11 Trustee for the sole member
of American Managed Care, LLC.


W.R. GRACE: 3rd Circuit Rules Garlock Has No Standing in Appeal
---------------------------------------------------------------
Michael Bathon, substituting for Bloomberg News bankruptcy
columnist Bill Rochelle, reports that a federal appeals court
ruled that Garlock Sealing Technologies LLC doesn't have standing
to object to W.R. Grace & Co approved bankruptcy plan.

W.R. Grace was the last of a wave of multibillion dollar
bankruptcies filed in 2000 and 2001 by companies trying to limit
their financial exposure to hundreds of thousands of asbestos
lawsuits.  Asbestos particles can lodge deep into a person's
lungs, causing respiratory illnesses and cancer.  When Grace filed
bankruptcy in April 2001 it faced more than 100,000 claims that
its asbestos products harmed users.

The report recounts that Garlock appealed the January 2011
confirmation of W.R. Grace's plan that set up two trusts to deal
with asbestos related claims and liabilities. Garlock claimed that
because it was a defendant with Grace in numerous lawsuits that it
had contribution and set-off rights against the specialty
chemicals maker.

According to the report, the Appeals court agreed with lower
courts that Garlock didn't have standing because it never showed
that it suffered any injury nor received a judgment that would
give it a contribution or set-off claims.

"Although new claims against Grace were stayed for almost a
decade, Garlock never had a basis for asserting contribution or
setoff rights during that period," the three judge panel said in
the 10-page opinion filed July 25.  "Garlock's alleged future
injury can thus only be called speculative."

Grace said that four parties have appeals pending before the court
in a statement July 25.

"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 company said in the statement.

The appeal is In re W.R. Grace & Co. 12-2807, U.S. Court of
Appeals for the Third Circuit.

                          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).

                       About Garlock Sealing

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

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

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

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

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

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

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

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

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


WASTEQUIP LLC: Moody's Assigns B3 Rating to New $210MM Sr. Notes
----------------------------------------------------------------
Moody's Investors Service affirmed Wastequip, LLC's Corporate
Family Rating and Probability of Default rating at B2 and B2-PD,
respectively. At the same time, Moody's assigned a B3 rating to
the company's proposed $210 million senior secured 1st lien term
loan and a Ba2 rating to the company's new $40 million senior
secured first out revolving credit facility. Also, concurrent with
this transaction Wastequip is expected to convert all of its
preferred shares to common equity. The proposed term loan will be
used to refinance the remaining portion of the company's existing
$150 million 1st lien term loan (approximately $130 million
outstanding), pay an estimated $73 million dividend to
shareholders, add less than $2 million of cash to the balance
sheet and fund transaction related fees and expenses. The outlook
is maintained at stable.

The proposed transaction will add incremental debt and Moody's
believes that the higher leverage together with the company's
relatively small size positions the company toward the lower end
of a B2 rating. However, Wastequip is expected to continue to
perform well operationally and to de-leverage via both EBITDA
growth and debt repayment going forward thus Moody's has affirmed
the B2 CFR at this time. The term loan agreement requires
mandatory amortization of 1% per annum as well as a mandatory
excess cash flow sweep at FYE14, subject to step-downs when
certain leverage targets are met, which gives us comfort the
company will de-leverage as expected.

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

  Proposed $210 million senior secured 1st lien term loan due 2019
  at B3 (58%, LGD4); and

  Proposed $40 million senior secured first out revolving credit
  facility due 2019 at Ba2 (7%, LGD1)

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:

  $150 million senior secured 1st lien term loan due 2017 at B3
  (61%, LGD4); and

  $40 million senior secured first out revolving credit facility
  due 2017 at Ba2 (9%, LGD1).

The outlook is maintained at stable

Ratings Rationale:

The B2 CFR reflects Wastequip's small scale relative to the rated
manufacturer universe and elevated pro-forma leverage of
approximately 4.8 times at March 30, 2013 (as measured by Moody's
adjusted debt-to-EBITDA reflective of the newly proposed capital
structure) with the expectation for deleveraging going forward.
The company has exposure to sectors that have been under pressure
during the last few years but are gradually improving, including
residential and commercial construction and local and state
municipal spending. The rating benefits from the company's
leadership position in the North American waste equipment market
and national footprint in a fragmented, regional industry. Also,
recent restructuring initiatives, including a corporate and
manufacturing reorganization, are expected to lead to improved
profitability during the next twelve months.

The Ba2 rating on the $40 million senior secured revolving credit
facility reflects its first out priority over the $210 million
senior secured term loan. Conversely, the B3 rating on the term
loan reflects the revolver's first out rights. Both facilities
benefit from a first lien on substantially all assets of the
borrower and guarantor, the capital stock of the borrower and each
domestic subsidiary and 65% of the capital stock of each foreign
subsidiary.

The stable outlook reflects Moody's expectation that Wastequip's
top-line and earnings will modestly improve and that it will
remain committed to maintaining an adequate liquidity profile and
reducing leverage over the next twelve to eighteen months.

Given Wastequip's small scale, high leverage and potential for
cash flow volatility, Moody's does not anticipate a ratings
upgrade over the next twelve to eighteen months. Positive rating
pressure could surface if Wastequip were to generate free cash
flow on a sustainable basis with leverage maintained permanently
below 4.0 times.

The ratings could be downgraded if the company is unable to
generate modest free cash flow and is therefore required to access
its revolver for an extended period. In addition, if debt/EBITDA
increases to above 5.0 times the ratings could be downgraded.

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

Wastequip is understood to be the largest manufacturer of waste
handling and recycling equipment used to collect, process, and
transport solid and liquid waste in North America. The company
currently operates under four divisions including containers (both
small and large), technical (compactors, balers, and intermodals),
Toters (plastic carts), and mobile products (hoists, tarps, and
vacuums). The company is majority owned by Centerbridge Partners
following the company's June 15, 2012 recapitalization. Revenue
for the twelve months ending March 30, 2013 was approximately $405
million.


WASTEQUIP LLC: S&P Assigns 'BB-' Rating to $40MM 1st-Out Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised the rating
outlook on Wastequip LLC to positive from stable and affirmed the
'B' corporate credit rating.  At the same time, S&P assigned a
'BB-' issue-level rating (two notches higher than the corporate
credit rating) and '1' recovery rating to the company's proposed
$40 million first-out revolving credit facility.  A recovery
rating of '1' indicates S&P's expectation of very high (90%-100%)
recovery in a payment default scenario.  S&P also assigned a 'B+'
issue-level rating to Wastequip's proposed $210 million senior
secured first-lien term loan and a recovery rating of '2',
indicating S&P's expectation of substantial (70%-90%) recovery in
a payment default scenario.

The rating affirmation reflects S&P's view of the impact the
proposed $70 million debt-funded dividend payment to shareholders
and the preferred stock conversion into common stock will have on
credit metrics, which will cause the company's financial leverage
to remain elevated.  Still, if Wastequip sustains its improving
operating trends, this could, over the next 12 months, result in
credit metrics that are commensurate with a higher rating.  S&P
continues to view Wastequip's business risk profile as "weak" and
its financial risk profile as "highly leveraged."

The outlook is positive.  "We expect that slow economic growth in
the U.S. and gradually improving construction activity will lead
to higher waste volumes and capital spending by Wastequip's major
customers, including waste haulers and municipalities," said
Standard & Poor's credit analyst Gregoire Buet.  "This should lead
to positive trends in operating performance and credit measures."

S&P could raise the rating if sustained revenue and EBITDA growth
leads to everage improving further towards 4x, and if it believes
that the company's financial policies will not cause a subsequent
reversal in credit ratios.  S&P could revise the outlook to stable
if debt-funded acquisitions or dividends cause leverage to remain
higher than 4.5x or if weakening economic or construction
activity, rising raw material costs, or operational issues cause
revenues to decline by more than 10% or result in EBITDA margins
falling more than 100 basis points.


* CFPB Faces Suit Over Unconstitutional Regulation of Attorneys
---------------------------------------------------------------
A federal lawsuit filed last week against the Consumer Financial
Protection Bureau (CFPB) accuses the agency, among other things,
of attempting to data mine the information of thousands of
American consumers and their private communications with their
attorneys through unconstitutional measures.  In addition, the
CFPB is accused in Case 1:13-cv-01112, of over-stepping its bounds
by attempting to violate the attorney-client privilege by
demanding, through coercive tactics, the non-public information of
citizens considering bankruptcy.

Attorney Kimberly Pisinski, an attorney licensed in Connecticut,
filed the suit, saying her clients had engaged legal
representation and counsel and, therefore, had a "reasonable
expectation that their personal, confidential financial
information would remain private."

Co-plaintiff Morgan Drexen, which provides back-office support
services to Ms. Pisinski's law practice, has faced a similar
battle regarding the nature of the services in Colorado.

"This exact same type of case has already been argued and won,"
said Morgan Drexen CEO Walter Ledda, pointing to a decision in
Colorado District Court that challenged similar data mining
attempts and unconstitutional regulation of attorneys in that
state.

"We believe the Colorado ruling best underscores our position that
regulatory agencies, including the CFPB, are reaching beyond their
legal grasp in their efforts to data mine and regulate the actions
of lawyers and their support staff," Mr. Ledda said.

In Case 11CV7027 in Colorado District Court, plaintiffs Morgan
Drexen and attorneys Drew Moore and Lawrence Williamson, prevailed
in every count against the Colorado Attorney General and the
Administrator of the Uniform Debt-Management Services Act.

The plaintiffs asserted that the AG's and the Administrator's
attempt to regulate attorneys legally practicing law within the
State of Colorado, as well as the attorney's support staff (Morgan
Drexen), was an unconstitutional violation of the judiciary's
exclusive power to regulate the practice of law under the
separation of powers doctrine.

A District Court Judge found for the plaintiffs, holding that the
AG's and the Administrator's attempt to regulate the attorneys and
Morgan Drexen was unconstitutional.  Further, the court stated
that a complaint issued by the Attorney General's office ". . .
misses the critical distinction that Morgan Drexen and other non-
lawyer assistants are not mere 'third parties,' but rather are
extensions of the attorneys and the services the attorneys offer."

Morgan Drexen's business model as an outsourced support services
company has been affirmed by at least 16 different jurisdictions
nationwide including state bar associations, regulatory agencies
and state courts.

Jeffrey Katz, Morgan Drexen General Counsel, says the outsourcing
of administrative services to small law firms is an important
function allowing lawyers to better serve their clients.  The
ultimate victory in these cases is the individual's right to hire
an attorney of their choosing with the full expectation that their
private and confidential communications will remain secure and
confidential from government intrusion.

                      About Morgan Drexen

Morgan Drexen -- http://www.morgandrexen.com-- provides
businesses across the United States, including law firms that
practice bankruptcy, with outsourced professional services.  These
services are designed to reduce costs and make legal
representation affordable for consumers, especially those in
serious financial trouble.  Morgan Drexen offers attorneys
automated platforms for complex document management, client
databases, paralegal and paraprofessional services, call centers,
client screening, and marketing.


* Devonshire Wins Summary Judgment in Suits Over Loan Sale
----------------------------------------------------------
A DLA Piper team led by Thomas Califano and Michael Hynes, won
summary judgment on behalf of Devonshire Campus, LLC in two
related cases before Judge Sullivan in the Southern District.

As background, Devonshire is one of multiple lenders involved in a
multi-tranche loan secured by a mortgage on a Florida continuing
care retirement community.  The loan matured on April 30, 2012,
without the borrowers making the required payments.  A provision
of the Servicing Agreement governing the relationship among the
lenders gave Devonshire, as senior note holder, the right to
direct a sale of the whole loan if it had not received the
distributions it was owed within one year after the maturity date.
The other lenders would then have the option to buy the loan on
the same terms set by Devonshire.  On May 8, 2013, Devonshire
provided notice to the other note holders of its intention to
direct the sale of the loan (to an entity affiliated with
Devonshire) at a price of $84 million.

Rather than exercising their option to buy the loan at the $84
million price or waiving their option and receiving their share of
the sale proceeds, junior lenders S-Devonshire, LLC and S1-
Devonshire, LLC ("Plaintiffs") terminated the loan servicer who
had been charged with effectuating the sale, appointed themselves
as the new servicer, and refused to carry out the sale.
Plaintiffs claimed in effect that the $84 million sale price was
unfairly low, and that as servicer they had the authority under
the Servicing Agreement to reject the sale as not in accordance
with the "Servicing Standard" contained in the Agreement.  On
June 4, Plaintiffs filed suit against Devonshire in New York
Supreme Court seeking a declaration that they had acted
appropriately in determining not to effectuate the loan sale.

Devonshire informed Plaintiffs that their lawsuit did not toll the
deadline to exercise their option to buy the loan, which would
expire on June 6.  On June 6, Plaintiffs wrote Devonshire a letter
stating that, should a court later determine that they had
unlawfully failed to carry out the loan sale, the letter would
serve as notice that Plaintiffs had exercised their option.  The
same day, Plaintiffs initiated another suit against Devonshire,
seeking a declaration that they were not required to exercise
their option at that time because the loan sale was now the
subject of litigation, which they had commenced two days earlier.
On June 10, Devonshire removed both cases to the Southern
District.  Devonshire initially planned to seek injunctive relief;
however, at an initial conference on June 24, the Court indicated
its belief that the case could be resolved on summary judgment by
interpretation of the Servicing Agreement.  Devonshire stated that
it could file its motion within three days, and that it sought a
final determination by July 19 -- the final date by which
Plaintiffs could close on the loan sale if they had properly
exercised their option.  The Court agreed to an expedited briefing
schedule and scheduled oral argument for the morning of Friday,
July 19.

At the conclusion of the July 19 hearing, Judge Sullivan indicated
that he would issue an order on July 27 granting Devonshire?s
motion and finding that Plaintiffs had breached the Servicing
Agreement by refusing to effectuate the loan sale, that
Plaintiffs? June 6 letter was not an effective exercise of their
option, ordering Plaintiffs to sell the loan as directed by
Devonshire, and awarding Devonshire?s attorney?s fees and costs.
While the closing of the sale remains pending, this appears to be
a victory for Devonshire, only 5 weeks after the adversary started
the litigation and only 3 weeks after counterclaims were filed.
"Now that there will be a single lender, the Florida based
continuing care retirement community can bring the foreclosure
process to a resolution and continue serving its residents," said
Mr. Califano.

In addition to Tom and Michael, the DLA team included associates
Joe Alonzo, Gabriella Zborovsky and Connie Tse.

A copy of the Order is available at:

     http://bankrupt.com/misc/OrderGrantingSJin3934.pdf

DLA Piper -- http://www.dlapiper.com-- is a business law firm.
Its clients range from multinational, Global 1000, and Fortune 500
enterprises to emerging companies developing industry-leading
technologies. They include more than half of the Fortune 250 and
nearly half of the FTSE 350 or their subsidiaries.


* Moody's Outlines Impact of Housing Recovery on Various Sectors
----------------------------------------------------------------
As the US housing market continues to recover along with the US
economy, the impact on the fixed-income market will be
predominantly credit positive, according to a new compendium
report from Moody's Investors Service, "Cross-Sector Impact Of Us
Housing Recovery Will Be Predominantly Credit Positive." The
recovery of single-family housing will have a negative credit
impact, however, on entities that rely on income from multifamily
and apartment rentals.

Construction of new homes and sales of existing home sales will
rise steadily, and an ongoing rise in housing prices and housing
starts will affect the credit quality of not just housing-related
corporate entities, but also local governments, financial
institutions, and securitizations.

Among issuers of corporate bonds, the housing recovery will be
positive for homebuilders, building materials companies, home
improvement retailers, capital goods and consumer durables
companies, and forest products companies.

The market upswing will benefit local governments through higher
property tax revenues, although that benefit will not be uniform
for each jurisdiction nor as immediate, because the weakening of
the housing market during the crisis differed by region and is
recovering unevenly, and because property tax increases lag
property appreciation.

Rising house prices, and the resulting growth in homeowners'
equity, will raise consumer confidence, leading to fewer defaults
and higher recoveries on defaulted assets, which will improve the
performance of assets at financial institutions and those backing
securitizations. Fewer new defaults and higher recoveries on
defaulted assets will enhance the profitability of the housing
related government-sponsored entities, banks, financial guarantors
and mortgage insurers, whose portfolios contain significant
proportions of impaired real estate assets. State sponsored
housing finance agencies will also benefit to a smaller degree.

The housing recovery is likely to negatively affect the collateral
performance of multifamily commercial mortgage backed securities
(CMBS) and apartment Real Estate Investment Trusts (REITs),
because as consumers move from renting to owning, the rental cash
flows supporting these entities diminish. Also, the rise in
housing prices encourages new construction of multifamily
buildings, which could inflate the number of available rental
units beyond the number of available renters, further reducing
rental incomes.

However, securitizations other than CMBS will benefit from higher
homeowners equity, fewer new defaults and higher recoveries. Fewer
homeowners will abandon their mortgages, improving the credit
quality of residential mortgage backs securities (RMBS) loan
pools, and more homeowners will pay their back taxes, supporting
the payment stream of tax-lien-backed ABS. A decline in defaults
also will lift the credit quality of Trust Preferred (TruPS) CDOs
that hold banks liabilities as the underlying collateral.


* Moody's: Falling Gold Prices No Impact on Producers' Ratings
--------------------------------------------------------------
The swift fall in the price of gold has not resulted in widespread
rating downgrades, since Moody's gold producer ratings incorporate
a below current market gold price of $1200 per ounce, Moody's
Investors Service says in a new report. As well, Moody's expects
that producers will reduce costs and curtail capital deployment to
protect their margins and liquidity, given the sharp drop in the
price of gold.

"Our ratings take into account the significant volatility in the
price of gold, so just as industry ratings saw little upward
movement as prices climbed in the past few years, the recent fall
in prices has not resulted in immediate rating downgrades," says
Vice President -- Senior Credit Officer, Darren Kirk, in "Plunge
in Gold Prices Poses Challenge for Miners."

Nevertheless, producers' overall financial leverage has risen
sharply as gold prices have fallen, Kirk says. Pro-forma for gold
at $1200 an ounce, industry average debt to EBITDA would increase
to 3.2 times, compared to an actual level of 1.5 times in 2012,
when prices averaged $1625 an ounce. Investment-grade producers'
such as Newmont Mining, Barrick Gold and Goldcorp have more
options to deal with low gold prices than smaller, speculative-
grade companies, however Moody's notes most higher-rated companies
still have significant pro-forma leverage. Industry liquidity
however is solid and provides critical support to ratings while
companies implement their cost-reduction plans.

"Gold producers have geared their operations for a gold price
that, until very recently, has been much higher. Consequently, our
ratings incorporate our expectation that producers will reduce
costs, defer capital spending and idle higher cost mines for the
lower price environment," Kirk says, noting that the gold price
hovers around $1300 an ounce.

Still, Moody's recognizes that cost-reduction measures will prove
difficult to implement. While falling gold prices bring benefits
such as reduced labor and equipment inflation rates, declining ore
grades, higher government royalty rates and taxes and increasing
environmental and community costs will limit gold miners' ability
to reverse the upward operating cost trend seen over the past few
years. This could result in some of the ratings being lowered if
prices persist at current levels without appropriate cost and
spending actions.


* KMK Partner D. Brock Denton Bags M&A Advisor's 40 Under 40 Award
------------------------------------------------------------------
Keating Muething & Klekamp PLL (KMK(R)) partner D. Brock Denton
has been named among the winners of The 2013 M&A Advisor's 40
Under 40 Awards in the Legal Advisor Category.  The awards
recognize M&A, financing and turnaround professionals who have
reached a significant level of success in the industry while still
under the age of 40.

Brock Denton is a partner in the firm's Business Representation &
Transactions Group.  He represents both public and closely-held
corporations in domestic and international mergers and
acquisitions; the formation, organization and capitalization of
new business entities; organization of joint ventures; advising
franchisors and franchisees regarding franchise matters including
the preparation of franchise disclosure documents and federal and
state franchise regulatory filings; antitrust matters; regulatory
and policy matters affecting domestic and international
transactions including the preparation of filings pursuant to the
Hart-Scott-Rodino Antitrust Improvements Act; venture capital and
other equity financing; and general advice regarding corporate and
business matters.  Mr. Denton regularly acts in a general counsel
capacity advising senior management on a variety of legal matters
with privately held clients that do not have in-house counsel.  He
also serves as outside general counsel for several early stage
emerging growth companies and represents venture capital groups in
fund formation and portfolio company investments.

Denton has advised clients such as Cintas Corporation, Kendle
International Inc., American Financial Group, The Cincinnati Reds
LLC, Great American Insurance Company, LSI Industries Inc.,
General Cable Corporation, Meridian Bioscience, Inc., Orchard
Holdings, LLC, Belcan Corporation, Modern Ice, Burke & Schindler
PLL, Jess Jewelry Designs, Inc., C&CL Ranch LLC, Emergency
Veterinary Clinic of Cincinnati, Inc., United Audit Systems, Inc.,
Freedom Boat Club LLC, Curtis Papers Inc. and Ferno-Washington,
Inc.

The 2013 M&A Advisor 40 Under 40 award winners were chosen for
their accomplishments and expertise from a pool of prominent
nominees by an independent judging panel of distinguished business
leaders.  The awards will be presented at a gala ceremony on
October 1st at the New York Athletic Club in Manhattan, in
conjunction with the 2013 Emerging Leaders Summit.

              About Keating Muething & Klekamp PLL

Based in Cincinnati, Ohio, the law firm of Keating Muething &
Klekamp PLL (KMK(R)) -- http://www.kmklaw.com-- is a nationally-
recognized law firm delivering sophisticated legal solutions to
businesses of all sizes -- from Fortune 100 corporations to start-
up companies.  Chambers USA: America's Leading Business Lawyers(R)
2013 recognized KMK as a leading law firm in Ohio in Bankruptcy &
Restructuring, Corporate and Mergers & Acquisitions, and General
Commercial Litigation.  KMK received 20 first tier rankings in the
2013 Best Law Firms survey (Metropolitan Cincinnati) by U.S. News
and Best Lawyers.  Founded in 1954, KMK has approximately 110
lawyers and a support staff of 150 employees.


* BOND PRICING -- For Week From July 22 to 26, 2013
---------------------------------------------------

  Company               Ticker  Coupon Bid Price  Maturity Date
  -------               ------  ------ ---------  -------------
AES Eastern Energy LP   AES      9.670     3.100       1/2/2029
AES Eastern Energy LP   AES      9.000     1.750       1/2/2017
AGY Holding Corp        AGYH    11.000    52.063     11/15/2014
ATP Oil & Gas Corp      ATPG    11.875     1.250       5/1/2015
ATP Oil & Gas Corp      ATPG    11.875     0.750       5/1/2015
ATP Oil & Gas Corp      ATPG    11.875     0.750       5/1/2015
Affinion Group
  Holdings Inc          AFFINI  11.625    49.000     11/15/2015
Alion Science &
  Technology Corp       ALISCI  10.250    63.900       2/1/2015
Buffalo Thunder
  Development
  Authority             BUFLO    9.375    31.875     12/15/2014
California Baptist
  Foundation            CALBAP   7.800     6.222      5/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   10.500    21.125      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   12.000    13.000      6/30/2019
Cengage Learning
  Acquisitions Inc      TLACQ   13.250     1.250      7/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   10.500    21.125      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ   13.250     1.250      7/15/2015
Cengage Learning
  Holdco Inc            TLACQ   13.750     1.250      7/15/2015
Champion
  Enterprises Inc       CHB      2.750     0.375      11/1/2037
Eastman Kodak Co        EK       7.000     5.000       4/1/2017
Eastman Kodak Co        EK       9.200     3.600       6/1/2021
Eastman Kodak Co        EK       9.950     2.100       7/1/2018
Energy Conversion
  Devices Inc           ENER     3.000     7.875      6/15/2013
Federal Home Loan
  Mortgage Corp         FHLMC    3.000    99.750       8/1/2019
Federal National
  Mortgage Association  FNMA     0.750    99.050       2/1/2016
FiberTower Corp         FTWR     9.000     8.750       1/1/2016
GMX Resources Inc       GMXR     9.000    13.000       3/2/2018
GMX Resources Inc       GMXR     4.500     4.000       5/1/2015
Gasco Energy Inc        GSXN     5.500    17.000      10/5/2015
Goldman Sachs
  Group Inc/The         GS       1.276    99.650      7/29/2013
HP Enterprise
  Services LLC          HPQ      3.875    94.525      7/15/2023
James River Coal Co     JRCC     4.500    40.400      12/1/2015
LBI Media Inc           LBIMED   8.500    30.000       8/1/2017
Lehman Brothers
  Holdings Inc          LEH      1.000    21.500      8/17/2014
Lehman Brothers
  Holdings Inc          LEH      1.000    21.500      3/29/2014
Lehman Brothers
  Holdings Inc          LEH      0.250    21.500      1/26/2014
Lehman Brothers
  Holdings Inc          LEH      1.250    21.500       2/6/2014
Lehman Brothers
  Holdings Inc          LEH      1.000    21.500      8/17/2014
PMI Group Inc/The       PMI      6.000    27.500      9/15/2016
Penson Worldwide Inc    PNSN    12.500    24.000      5/15/2017
Penson Worldwide Inc    PNSN     8.000     8.625       6/1/2014
Penson Worldwide Inc    PNSN    12.500    24.000      5/15/2017
Platinum Energy
  Solutions Inc         PLATEN  14.250    57.850       3/1/2015
Powerwave
  Technologies Inc      PWAV     1.875     1.250     11/15/2024
Powerwave
  Technologies Inc      PWAV     1.875     1.250     11/15/2024
Residential
  Capital LLC           RESCAP   6.875    30.500      6/30/2015
Savient
  Pharmaceuticals Inc   SVNT     4.750    15.000       2/1/2018
School Specialty Inc    SCHS     3.750    40.000     11/30/2026
THQ Inc                 THQI     5.000    50.500      8/15/2014
TMST Inc                THMR     8.000     9.500      5/15/2013
Terrestar Networks Inc  TSTR     6.500    10.000      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    25.500       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     6.930      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     7.000      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     15.000    24.500       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500    12.500      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.250     6.875      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU     10.500     6.250      11/1/2016
UAL 2000-2 Pass
  Through Trust         UAL      7.762     2.008      4/29/2049
USEC Inc                USU      3.000    29.800      10/1/2014
Verso Paper Holdings
  LLC / Verso
  Paper Inc             VRS     11.375    45.308       8/1/2016
Western Express Inc     WSTEXP  12.500    66.250      4/15/2015
Western Express Inc     WSTEXP  12.500    66.250      4/15/2015



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

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