TCR_Public/130730.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Tuesday, July 30, 2013, Vol. 17, No. 209

                            Headlines

22ND CENTURY: Sabby Healthcare Converts Warrants to Shares
30DC INC: Unveils MagCast Digital Version 4
A&S GROUP: U.S. Trustee Wants Case Dismissal or Conversion
ADGS ADVISORY: Reports 91.3K Net Income in Fiscal 3rd Quarter
AGE REFINING: 5th Circ. Revives Challenges to Ch. 11 Plan

AIDA'S PARADISE: Pinel & Carpenter Seeks Payment of $16,576
AIDA'S PARADISE: TD Bank May Pursue State Court Action
ALLIED SYSTEMS: Listing of Unexpired Leases & Executory Contracts
ALLIED SYSTEMS: Wants Court's OK to Ink New Lease With York Realty
ALLIED SYSTEMS: Top Executive Bonus Proposal Draws Creditor Fire

AMERICAN AIRLINES: To Offer Antitrust Concessions
AMERICAN AIRLINES: Antitrust Concessions Offered to Close Deal
APPLIED DNA: Gerald Catenacci Held 5.9% Equity Stake at July 12
APPLIED DNA: Registers 124.2MM Common Shares Held by Crede
BASIS FARM: Bartning Project Files for Chapter 7

BELLISIO FOODS: S&P Assigns 'B' Rating to C$20-Mil. Term Loan
BMC US: High Leverage Prompts Moody's to Assign 'B2' CFR
BONDS.COM GROUP: Stockholders Elect 10 Directors
BUILDERS FIRSTSOURCE: Incurs $48.2-Mil. Net Loss in 2nd Quarter
CAESARS ENTERTAINMENT: Names Former Morgans Advisor to Board

CASPIAN ENERGY: TSX Extends Delisting Date for Common Shares
CATALYST PAPER: Posts $28-Mil. Net Loss in Second Quarter 2013
CENGAGE LEARNING: Looks to Continue Exploring Apax Debt Buy
CENGAGE LEARNING: Willkie Farr to Advise Independent Director
CHESAPEAKE ENERGY: S&P Revises Outlook to Stable & Affirms BB- CCR

CHESAPEAKE OILFIELD: S&P Affirms 'BB-' Corporate Credit Rating
CLEANTECH INNOVATIONS: NASDAQ Relists Stock Following SEC Decision
COMMUNITY WEST: Earns $2.1 Million in Second Quarter
DAIS ANALYTIC: Sells 2.3 Million Restricted Shares
DELPHI CORP: US Gov't Fights Bid to Close Bankruptcy Cases

DETROIT, MI: State Legal Challenges Barred; Mediator Mulled
DETROIT, MI: Senators Look to Pre-empt U.S. Aid to Detroit
DETROIT, MI: Michigan Law Protects Pensions, State AG Says
DETROIT, MI: Fitch Says Bankruptcy Shows State Intervention Limits
DETROIT, MI: S&P Says U.S. Bond Insurers Exposure Manageable

DETROIT, MI: Bankruptcy Could Show Way for Other Troubled Cities
DEWEY & LEBOEUF: Trust Demands Docs From DLA Piper, Others
DUNE ENERGY: To Hold Yearly Advisory Votes on Exec. Compensation
DYNEGY HOLDINGS: Plan Effectivity Date Further Extended to August
DYNEGY HOLDINGS: ICS Ordered to Perform APA Obligations by July 31

EAST COAST BROKERS: Weeks Auction Puts Farm Assets Up for Sale
EAST COAST CABLEVISION: Enjoined From Rebroadcasting DIRECTV Shows
EDISON MISSION: Bondholders Break Off Restructuring Deal
ELBIT IMAGING: Court Appoints Receiver of Europe Israel Shares
ELPIDA MEMORY: Micron's Acquisition to Close July 31

ENGLOBAL CORP: Awarded $5 Million Project From UEO Midstream
EUROFRESH INC: Stipulation Resolving SWG 503(b)(9) Claim Okayed
EUROFRESH INC: Asks Court to Deny Toyota's Stay Relief Motion
EVEN ST. PRODUCTIONS: Sly Stone Can't Quash Ex-Manager's Cases
EXIDE TECHNOLOGIES: Amended DIP Credit Agreement Filed

EXIDE TECHNOLOGIES: A&M's Caruso to Serve as President and CEO
EXIDE TECHNOLOGIES: Taps Sheppard Mullin as Environmental Counsel
EXIDE TECHNOLOGIES: Sitrick and Co. Working as PR Consultants
FERRAIOLO CONSTRUCTION: Says Bank Doesn't Have Lien on Vehicles
FIRST SECURITY: Shareholders Elect 10 Directors

FREESEAS INC: Issues 1-Mil. Add'l Settlement Shares to Hanover
FREESEAS INC: Issues $775,000 Additional Shares to Hanover
GENERAL STEEL: Fails to Comply with NYSE Min. Bid Price Rule
GGW BRANDS: 'Girls Gone Wild' Fights Trustee's Deal With Wynn
GLYECO INC: Amends Report on Change of Accounting Firm

GRANITE SHOALS: S&P Revises Outlook to Pos. & Affirms 'BB+' Rating
GREYSTONE LOGISTICS: Delays Special Meeting of Shareholders
GROVES IN LINCOLN: Aug. 20 Hearing to Confirm Chapter 11 Plan
HAMPTON CAPITAL: Court OKs Lien Release Agreement with Panel, BofA
HAMPTON LAKE: Cherry Bekaert Approved as Audit and Tax Accountants

HAMPTON LAKE: Gets OK to Hire Reed Development as Manager
HAMPTON LAKE: Hampton Lake Realty Approved as Real Estate Agent
HANDY HARDWARE: Wins Confirmation of 2nd Amended Plan
HANDY HARDWARE: Can Acquire D&O Tail Insurance Coverage
HANDY HARDWARE: Court Okays Compromise With Delinquent Customers

HAWKER BEECHCRAFT: Whistleblowers' $2.3BB Suit Nixed as Untimely
HEALTHWAREHOUSE.COM INC: Incurs $5.6 Million Net Loss in 2012
HERCULES OFFSHORE: Reports Incident on Jackup Rig Hercules 265
HERCULES OFFSHORE: Updates Report on Drilling Rig Incident
HIGHWAY TECHNOLOGIES: Committee Taps Richards Layton as Counsel

HOYT TRANSPORTATION: Seeks to Sell 93 Buses for $2.95-Mil.
IES GLOBAL: Moody's Assigns First-Time 'B2' CFR; Outlook Stable
IES GLOBAL: S&P Assigns 'B+' CCR & Rates $270MM 1st-Lien Loan 'B+'
IGPS COMPANY: Depot Deal Removes Stumbling Block to $39MM Sale
IMAGEWARE SYSTEMS: Bruce Toll Held 5.7% Equity Stake at July 11

INNOVIDA HOLDINGS: Exec Wants Conviction Tossed in Investor Scheme
INTERNET SPECIALTIES: $40,000 in Receiver Fees Get Admin. Priority
IPAYMENT INC: Moody's Says Credit Amendment is Credit Positive
ISTAR FINANCIAL: Incurs $14.4 Million Net Loss in Second Quarter
JEFFERSON COUNTY, AL: Approves Higher-Than-Planned Tariffs Hike

JEFFERSON COUNTY, AL: To Pay $4.5 Million to IRS
JELD-WEN INC: S&P Lowers Rating on $460MM 2nd Lien Notes to 'B-'
JERRY'S NUGGET: Conway Mackenzie Approved as Financial Advisor
KEMET CORP: Incurs $35.1 Million Net Loss in Q1 2014
KIT DIGITAL: Aug. 15 Hearing to Confirm Amended Plan

KIT DIGITAL: May Hire Deutsche Bank as Investment Banker
KIT DIGITAL: FTI Okayed as Equity Committee's Financial Advisor
KIT DIGITAL: Creditors Panel May Hire Odyssey as Financial Advisor
KUAKINI HEALTH: Moody's Withdraws 'Ba1' Rating & Stable Outlook
LCM V: Moody's Affirms 'Ba2' Rating on $16.5MM Class E Notes

LONE PINE: Completes Syndicated Credit Facility Amendment
MAUI LAND: Reports $831,000 Net Income in Second Quarter
MAXCOM TELECOMUNICACIONES: Seeks to Employ Garden City Group
MAXCOM TELECOMUNICACIONES: Expects Ch. 11 Exit by Early Fall
MCCLATCHY CO: Posts $11.7 Million Net Income in Second Quarter

MEDIA GENERAL: Board Adopts Amended 401(k) Plans
MF GLOBAL: Seeks Approval of Settlement with JPMorgan Chase
MORGAN DREXEN: Says Colorado Judgment Supports CFPB Lawsuit
MPG OFFICE: Brookfield Extends Tender Offer Until Aug. 2
NATIONAL ENVELOPE: Schedules Deadline Moved to Aug. 9

NATIONAL ENVELOPE: Can Employ Richards Layton as Counsel
NATIONAL ENVELOPE: Can Employ PwC LLP as Financial Advisor
NEOMEDIA TECHNOLOGIES: COO's Employment to End July 31
NEW ENERGY: Gets OK to Use DOE's Cash Collateral Until Aug. 18
NEW ENGLAND COMPOUNDING: Insolvency Ruling to Pave Way for Suits

NEW MEATCO: ML's Bid to Reconsider Lease Rejection Order Denied
NNN CYPRESSWOOD: Has Until Aug. 28 to File Chapter 11 Plan
NNN CYPRESSWOOD: Status/Ruling on Case Dismissal Set for Aug. 21
NORD RESOURCES: Issues $222,000 Convertible Notes
NORSE ENERGY: Gets Nod on Plan to Sell NY Drilling Rights

NORTHCORE TECHNOLOGIES: Updates Info. Circular for Annual Meeting
OLD SECOND: Reports $3.5 Million Net Income in Second Quarter
PACIFIC RIM: Incurs $4.7-Mil. Net Loss in Fiscal 2013
PATRIOT COAL: Retiree Panel Withdraws Rule 2004 Motion
PATRIOT COAL: Can Employ Gordon & Gordon as Special Counsel

PATRIOT COAL: Can Employ Veritas Consulting as Special Counsel
PENSON WORLDWIDE: Plan Objections Filed; Conf. Hearing on July 31
PENSON WORLDWIDE: Files Bid to Estimate Claims for Voting Purposes
PENSON WORLDWIDE: Parties Balk at Proposed ADR Procedures
PHOENIX COMPANIES: Fitch Withdraws 'BB+' Issuer Default Rating

PMI GROUP: Court Confirms Chapter 11 Plan of Reorganization
PORTER BANCORP: Chairman an CEO to Retire
POWERWAVE TECHNOLOGIES: Gets Nod for $1.5MM Bid for Remaining IP
PREFERRED PROPPANTS: Weak Liquidity Cues Moody's to Cut CFR to B3
RADIOSHACK CORP: Widens Net Loss to $53 Million in Second Quarter

REAL MEX: License Transfer Complete; Chevys Asks Case Be Dismissed
REALOGY CORP: Posts $86 Million Net Income in Second Quarter
RENAISSANCE LEARNING: S&P Revises Outlook and Affirms 'B' CCR
RESIDENTIAL CAPITAL: GMAC to Pay $230MM in Fed Foreclosure Deal
REVSTONE INDUSTRIES: Metavation Gets OK for $9.5MM DIP Loan

RITE AID: PJC Sells 65.4 Million Common Shares
SAAB CARS: Effective Date of Plan Occurred mid-July
SCOTT BRASS: Sun Capital PE Funds Count as Businesses
SEANERGY MARITIME: Sells Subsidiaries to Satisfy $39.5MM Debt
SEQUENOM INC: Incurs $31 Million Net Loss in Second Quarter

SIONIX CORP: Taps Rothstein Kass as New Accountants
SOUTH LAKES DAIRY: Accord With Golden State, J.D. Heiskell Okayed
STELLAR BIOTECHNOLOGIES: "C. diff" Accepted for Presentation
SUN BANCORP: Unit Director of Consumer Banking Resigns
SUN BANCORP: Reports $678,000 Net Income in Second Quarter

TALLGRASS ENERGY: Court Denies Application for CCAA Protection
TRENDSET INC: Ch.11 Trustee Hires Bishops to Conduct Probe
VANTAGE PIPELINE: S&P Assigns 'BB-' CCR; Outlook Stable
VANTAGE PIPELINE: New $225MM Term Loan Gets Moody's (P)Ba2 Rating
WCI COMMUNITIES: Moody's Assigns 'B3' Rating to $200MM Notes

WCI COMMUNITIES: S&P Assigns 'B-' CCR & Rates $200MM Notes 'B'

* Downgrades Form Bulk of Moody's Public Finance Rating Changes

* Hunton & Williams Promotes Two Litigators to Counsel
* Michael A. McConnell Bags 2013 A. Sherman Christensen Award

* Large Companies With Insolvent Balance Sheets

                            *********

22ND CENTURY: Sabby Healthcare Converts Warrants to Shares
----------------------------------------------------------
Sabby Healthcare Master Fund, Ltd., and Sabby Warrant Master Fund
Ltd. converted the last of their outstanding Series B Warrants
into shares of 22nd Century Group, Inc.'s common stock.  Over the
last five weeks, the Series B Warrants were converted into an
aggregate of 2,083,334 shares of the company's common stock and
resulted in gross proceeds of $1.25 million to 22nd Century.

The Series B Warrants, which had an expiration date of Jan. 11,
2014, were issued to Sabby Capital pursuant to a $2.5 Million
private placement that closed on Jan. 11, 2013, as reported by
22nd Century.  The exercise of the Series B Warrants has further
improved 22nd Century's balance sheet and provides the company
with additional operational and financial flexibility necessary to
drive 22nd Century through its next phase of corporate
development.

John T. Brodfuehrer, chief financial officer of 22nd Century
Group, stated, "The complete exercise of the Series B Warrants is
another milestone for the company and further demonstrates Sabby
Capital's support of 22nd Century Group.  These proceeds from
Sabby Capital facilitate the company's execution of its priority
initiatives, including the pursuit of near term strategic
transactions and the advancement of our manufacturing facility in
progress."

                        About 22nd Century

Clarence, New York-based 22nd Century Group, Inc., through its
wholly-owned subsidiary, 22nd Century Ltd, is a plant
biotechnology company using technology that allows for the level
of nicotine and other nicotinic alkaloids (e.g., nornicotine,
anatabine and anabasine) in tobacco plants to be decreased or
increased through genetic engineering and plant breeding.

22nd Century incurred a net loss of $6.73 million in 2012, as
compared with a net loss of $1.34 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $2.97 million in total
assets, $10.70 million in total liabilities, and a $7.73 million
total shareholders' deficit.

Freed Maxick CPAs, P.C., in Buffalo, New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that 22nd Century has suffered recurring losses from operations
and as of Dec. 31, 2012, has negative working capital of
$3.3 million and a shareholders' deficit of $6.1 million.
Additional capital will be required during 2013 in order to
satisfy existing current obligations and finance working capital
needs as well as additional losses from operations that are
expected in 2013.


30DC INC: Unveils MagCast Digital Version 4
-------------------------------------------
30DC, Inc., has released version 4 of the MagCast Digital
Publishing Platform which gives MagCasters the ability to provide
readers a text-based version of their magazine optimized for
viewing on an iPhone and iPod Touch.  Version 4 also includes some
helpful new features for MagCasters to connect with their readers
and to make the magazine production process more efficient.  A
full-text copy of the press release is available for free at:

                       http://is.gd/Ok3vN9

                          About 30DC Inc.

New York-based 30DC, Inc., provides Internet marketing services
and related training to help Internet companies in operating their
businesses.  It operates in two divisions, 30 Day Challenge and
Immediate Edge.

30DC's annual report for the fiscal year ended June 30, 2012,
shows net income of $32,207 on $2.91 million of total revenue as
compared with a net loss of $1.44 million on $1.89 million of
total revenue the year before.  As of Sept. 30, 2012, the Company
had $2.25 million in total assets, $2.41 million in total
liabilities and a $166,465 total stockholders' deficiency.

Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended June 30,
2012.  The independent auditors noted that the Company has a
working capital deficit and stockholders' deficiency as of
June 30, 2012.


A&S GROUP: U.S. Trustee Wants Case Dismissal or Conversion
----------------------------------------------------------
Guy G. Gebhardt, Acting United States Trustee for Region 21, asks
the Bankruptcy Court to dismiss the Chapter 11 case of A&S Group,
Inc., or convert it to one under Chapter 7 of the Bankruptcy Code.

According to the U.S. Trustee, the Debtor has failed to timely
file monthly operating reports.

                          About A&S Group

Tucker, Georgia-based A&S Group, Inc., aka A&S Marbel and Granite
Imports, filed a Chapter 11 petition (Bankr. N.D. Ga. Case No.
12-72662) in Atlanta, on Sept. 9, 2012.  The Debtor is an importer
and distributor of decorative ceramic tile and mosaics, and
natural stone products, most of which are used for wall and floor
applications and counter and table tops in residential and
commercial properties.  The Debtor's customer base includes local,
regional and national retailers, home centers, developers and
retailers.

Judge Wendy L. Hagenau oversees the case.  The Law Office of A.
Keith Logue, Esq., serves as the Debtor's counsel.  The Debtor
listed total assets of $10,278,149 and total debts of $17,580,095
in its schedules.  The petition was signed by Sami Durukan,
president.


ADGS ADVISORY: Reports 91.3K Net Income in Fiscal 3rd Quarter
-------------------------------------------------------------
ADGS Advisory, Inc., formerly known as Life Nutrition Products,
Inc., filed its quarterly report on Form 10-Q, reporting net
income of $91,312 on $889,591 of revenue for the three months
ended May 31, 2013, compared to a net loss of $4,068 on $510,758
of revenue for the three months ended May 31, 2012.

According to the regulatory filing, the increase in revenue was
caused by two reasons, firstly, stability of income from the
acquisition of client base.  Secondly, there was significant
increase in revenue generated from consultancy in liquidation and
taxation incurred during the three months ended May 31, 2013.

The Company reported net income of $437,789 on $2.8 million of
revenue for the nine months ended May 31, 2013, compared with a
net loss of $145,373 on $938,578 of revenue for the nine months
ended May 31, 2012.

The Company' balance sheet showed $4.5 million in total assets,
$4.8 million in total liabilities, and a stockholders' deficit of
$255,690.

"The Company's financial statements are presented on a going
concern basis.  At May 31, 2013, the Company had a working capital
surplus of $1,196,013 and net liabilities of $255,690.  The
Company started to generate a net profit [attributable to common
stockholders] of $96,988 during the three months period ended
May 31, 2013 (a net profit of $3,486 [attributable to common
stockholders] for the three months period ended May 31, 2012); a
net profit [attributable to common stockholders] of $454,810
during the nine months period ended May 31, 2013 (a net loss of
$128,786 [attributable to common stockholders] for the nine months
period ended May 31, 2012).  These conditions raise substantial
doubt about the Company's ability to continue as a going concern."

The Company had an accumulated deficit of $124,947 as of May 31,
2013.

A copy of the Form 10-Q is available at http://is.gd/y2v3fH

Kowloon, Hong Kong-based ADGS Advisory, Inc., formerly known as
Life Nutrition Products, Inc., was incorporated in the State of
Delaware in September 2007 under the name Life Nutrition Products,
Inc.  Pursuant to a Certificate of Amendment to its Certificate of
Incorporation filed with the State of Delaware and effective as of
July 19, 2013, the Company changed its corporate name from "Life
Nutrition Products, Inc." to "ADGS Advisory, Inc.".

ADGS is primarily engaged in providing accounting, taxation,
company secretarial and consultancy services in Hong Kong.


AGE REFINING: 5th Circ. Revives Challenges to Ch. 11 Plan
---------------------------------------------------------
David McAfee of BankruptcyLaw360 reported that the Fifth Circuit
vacated a lower court's decision to dismiss the Official Committee
of Unsecured Creditors' appeal of orders by the bankruptcy court
in AGE Refining Inc.'s Chapter 11 case, finding that the district
court erred in dismissing the appeals.

According to the report, the committee had appealed an order
approving a settlement reached between JPMorgan Chase Bank NA and
Chase Capital and the AGE bankruptcy estate, as well as the
confirmation of AGE's restructuring plan.

                        About Age Refining

Age Refining, Inc. owned a refinery in San Antonio, Texas.  It
manufactured, refined and marketed jet fuels, diesel products,
solvents and other highly specialized fuels.

The Company filed for Chapter 11 bankruptcy protection (Bankr.
W.D. Tex. Case No. 10-50501) on Feb. 8, 2010.  The Company
estimated $10 million to $50 million in assets and $100 million to
$500 million in liabilities in its bankruptcy petition.  David S.
Gragg, Esq., and Steven R. Brook, Esq., at Langley & Banack,
Incorporated, in San Antonio, Texas, represent Eric J. Moeller,
Chapter 11 Trustee, as general counsel.

Eric Moeller has been named chapter 11 trustee to take management
of the Debtor from CEO Glen Gonzalez.  In November 2010, the
trustee filed suit against Mr. Gonzalez, alleging he breached his
fiduciary duty by dipping into Company coffers for his personal
use while paying himself an excessive salary and stock
distributions.

David S. Gragg, Esq., Steven R. Brook, Esq., Natalie F. Wilson,
Esq., and Allen M. DeBard, Esq., at Langley & Banack, Inc., in San
Antonio, Tex., serve as general counsel to the Chapter 11 Trustee.

The effective date for Age Refining's Chapter 11 plan occurred or
on Jan. 20, 2012.  The Plan received confirmation from the
Bankruptcy Court on Dec. 9, 2011.


AIDA'S PARADISE: Pinel & Carpenter Seeks Payment of $16,576
-----------------------------------------------------------
Mark G. Carpenter, MAI, and Pinel & Carpenter, Inc., ask the U.S.
Bankruptcy Court for the Middle District of Florida to compel
Aida's Paradise, Inc. to pay its remaining compensation of
$16,576.

The Court entered an order on Jan. 28, 2013, awarding fees to the
applicant in the amount of $33,676.  Of the amount, 30 percent or
$10,102 was withheld pending confirmation.

Bankruptcy Judge Karen S. Jennemann on May 23 approved Aida's
Paradise's Second Amended Chapter 11 Plan of Reorganization and
approved the accompanying disclosure statement.  Hearings to
approved the Plan were held May 15 and 17.

The Plan, as amended, contemplates that the Debtor will continue
to manage and lease to tenants its I-Drive properties, and will
continue to try to secure a new restaurant tenant.  The Debtor is
required to maintain all insurance coverage as required under all
of the loan documents with TD Bank, including sufficient hazard
insurance on its personal property in the amount of the full
replacement value of such property, and will secure the hazard
insurance coverage, which will name TD Bank as the mortgage
holder.

The Plan also grants Hari Om an allowed administrative expense in
the amount of $23,000, to be paid in three installments.  Hari Om
will also be granted a permanent easement over the Debtor's real
property to access a dumpster enclosure located on the Debtor's
property and to store its dumpster in the enclosure, subject to
certain terms and conditions.

                       About Aida's Paradise

Based in Maitland, Florida, Aida's Paradise LLC owns roughly three
acres of developed real property on International Drive in
Orlando, Florida.  It leases various parcels of the I-Drive
Property to three tenants: Volcano Island Mini Golf, Dunkin Donuts
(aka Jennifer's Donuts), and CBS Outdoor (which operates an
electronic billboard on site).

Aida's Paradise filed for Chapter 11 bankruptcy (Bankr. M.D. Fla.
Case No. 12-00189) on Jan. 6, 2012.  Chief Karen S. Jennemann
presides over the case.  R. Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine LLP, serves as the Debtor's counsel.  Terry J.
Soifer and Consulting CFO, Inc., serves as its financial advisor.
The petition was signed by Dr. Adil R. Elias, manager.

In its amended schedules, the Debtor disclosed assets of
$15,015,435 and liabilities of $9,643,768.


AIDA'S PARADISE: TD Bank May Pursue State Court Action
------------------------------------------------------
The Hon. Karen S. Jennemann of the U.S. Bankruptcy Court for the
Middle District of Florida signed off on a settlement agreement
between Aida's Paradise, LLC, Adil A. Elias, Aida R. Elias, and TD
Bank, N.A.

The agreement provides that the automatic stay is lifted for the
purpose of allowing TD Bank to obtain an order in the State Court
Action granting its pending motion for summary judgment, but TD
Bank will withhold entry of a final judgment unless and until
certain conditions in the agreement arise.

                       About Aida's Paradise

Based in Maitland, Florida, Aida's Paradise LLC owns roughly three
acres of developed real property on International Drive in
Orlando, Florida.  It leases various parcels of the I-Drive
Property to three tenants: Volcano Island Mini Golf, Dunkin Donuts
(aka Jennifer's Donuts), and CBS Outdoor (which operates an
electronic billboard on site).

Aida's Paradise filed for Chapter 11 bankruptcy (Bankr. M.D. Fla.
Case No. 12-00189) on Jan. 6, 2012.  Chief Karen S. Jennemann
presides over the case.  R. Scott Shuker, Esq., at Latham Shuker
Eden & Beaudine LLP, serves as the Debtor's counsel.  Terry J.
Soifer and Consulting CFO, Inc., serves as its financial advisor.
The petition was signed by Dr. Adil R. Elias, manager.

In its amended schedules, the Debtor disclosed assets of
$15,015,435 and liabilities of $9,643,768.

Judge Jennemann on May 23, 2013, approved Aida's Paradise's Second
Amended Chapter 11 Plan of Reorganization and approved the
accompanying disclosure statement.  The Plan, as amended,
contemplates that the Debtor will continue to manage and lease to
tenants its I-Drive properties, and will continue to try to secure
a new restaurant tenant.  The Debtor is required to maintain all
insurance coverage as required under all of the loan documents
with TD Bank, including sufficient hazard insurance on its
personal property in the amount of the full replacement value of
such property, and will secure the hazard insurance coverage,
which will name TD Bank as the mortgage holder.


ALLIED SYSTEMS: Listing of Unexpired Leases & Executory Contracts
-----------------------------------------------------------------
At the sale hearing to approve the sale of substantially all of
the assets of Allied Systems Holdings, Inc., et al., to the
successful bidder at the Aug. 14, auction for the purchased
assets, the Debtors intend to seek approval to assume and assign
certain unexpired leases and executory contracts to the successful
bidder pursuant to Section 365 of the Bankruptcy Code.

A listing of the executory contracts or unexpired leases that the
Debtors may seek to assume and assign is available at:

     http://bankrupt.com/misc/alliedsystems.doc1431.pdf

Parties to the assumed and assigned agreements who wish to be
notified of the identity of any qualified bidder or successful
bidder after such parties are identified were required to submit
request for such notification to co-counsel for the Debtors,
Troutman Sanders L.L.P., and Richards, Layton & Finger, P.A., by
fax to (302) 498-7845 or by e-mail to samis@rlf.com

                         About Allied Systems

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

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

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

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

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

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

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

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

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

In March 2013, the bankruptcy court also gave the official
creditors' committee authority to sue Yucaipa.  The suit includes
claims that the debt held by Yucaipa should be treated as equity
or subordinated so everyone else is paid before the Los Angeles-
based owner. The judge allowed Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.


ALLIED SYSTEMS: Wants Court's OK to Ink New Lease With York Realty
------------------------------------------------------------------
Allied Systems Holdings, Inc., et al., ask the U.S. Bankruptcy
Court for the District of Delaware to approve the Lease Agreement
between York Realty, Inc., and Allied Systems (Canada) Company.

Allied Canada will transfer its terminal operations in Edmonton,
Canada to a real estate near Edmonton Canada for use as a terminal
facility.  The lease with Canadian National Railway which owns the
leasehold expired Dec. 31, 2011, and since then, CN has allowed
Allied Canada to remain as tenant on a month-to-month basis, but
has decreased the acreage of the leasehold by more than half, and
has increased the rent by more than double to about $7,500
monthly.  CN wants Allied Canada to relocate entirely so that it
can have full use of the acreage remaining in the leasehold.

The lease with York covers about 4 acres of a 9.4 acre tract
located about 2 miles from the CN railhead.  Also the Lease
Agreement has a "build-to-suit" provision whereby York, as
Landlord, will build on the leasehold a building to serve as an
administrative and maintenance facility.

The original term of the Lease is for 5 years beginning Aug. 1,
2013, with a right to early access commencing on July 22nd.  The
Minimum Rent is $20,000 monthly.  According to the Debtor, the
Lease is essentially a triple-net lease, inasmuch as it required
Allied Canada to pay Additional Rent for its proportional share
for taxes, insurance and maintenance costs.  The Lease provides
for an option to renew for an additional five-year term at a
Minimum Rent to be determined by agreement or arbitration.

                         About Allied Systems

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

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

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

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

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

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

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

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

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

In March 2013, the bankruptcy court also gave the official
creditors' committee authority to sue Yucaipa.  The suit includes
claims that the debt held by Yucaipa should be treated as equity
or subordinated so everyone else is paid before the Los Angeles-
based owner. The judge allowed Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.


ALLIED SYSTEMS: Top Executive Bonus Proposal Draws Creditor Fire
----------------------------------------------------------------
Peg Brickley writing for Dow Jones' DBR Small Cap reports that a
plan by Allied Systems Holdings Inc. to hand out $2.85 million in
bonuses to unnamed top executives has triggered a raft of protests
and a drive for secrecy about the pumped-up pay packages.

                         About Allied Systems

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

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

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

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

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

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

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

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

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

In March 2013, the bankruptcy court also gave the official
creditors' committee authority to sue Yucaipa.  The suit includes
claims that the debt held by Yucaipa should be treated as equity
or subordinated so everyone else is paid before the Los Angeles-
based owner. The judge allowed Black Diamond to participate in the
lawsuit against Yucaipa and Allied directors.


AMERICAN AIRLINES: To Offer Antitrust Concessions
-------------------------------------------------
Susan Carey, writing for The Wall Street Journal, reported that
American Airlines parent AMR Corp. and US Airways Group Inc. are
beginning a series of important meetings with U.S. antitrust
regulators, dubbed "the end game" by one person familiar with the
matter, that could shape the details of the world's largest
airline merger.

According to the report, U.S. Department of Justice staffers who
have been reviewing the planned merger for nearly six months will
use the meetings with the carriers and their lawyers to go over
the government's questions and concerns, possibly raising the
prospect of concessions to win its backing, people knowledgeable
about the situation said.

The U.S. meetings come as American and US Airways offered to
divest a pair of daily slots at London's Heathrow Airport in order
to win European Union backing for their planned merger, said two
people familiar with the that potential remedy, the report
related.

The two airlines, which announced their merger plan in mid-
February, have said they expect the deal to win antitrust
approvals and hope to close the transaction in the third quarter,
the report added.  The deal, which provides AMR a route out of
bankruptcy-court protection, currently is being voted on by AMR's
creditors and is slated for a possible confirmation hearing in
U.S. Bankruptcy Court on Aug. 15.

As in prior airline mergers, antitrust officials reviewing the
AMR-US Airways deal are weighing potential benefits for passengers
from new flights and improved service against any potential harm
from higher fares and reduced competition, by looking at nonstop
and connecting flight overlaps, the report said.  The department
has taken deposition from senior officials at both airlines, a
fairly common step, the two people familiar with the matter said.

                      About American Airlines

AMR Corp. and its subsidiaries including American Airlines, the
third largest airline in the United States, filed for bankruptcy
protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan
on Nov. 29, 2011, after failing to secure cost-cutting labor
agreements.

AMR, previously the world's largest airline prior to mergers by
other airlines, is the last of the so-called U.S. legacy airlines
to seek court protection from creditors.

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

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

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

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

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

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


AMERICAN AIRLINES: Antitrust Concessions Offered to Close Deal
--------------------------------------------------------------
Susan Carey writing for Dow Jones' DBR Small Cap reports that
American Airlines parent AMR Corp. and US Airways Group Inc. are
beginning a series of important meetings with U.S. antitrust
regulators, dubbed "the end game" by one person familiar with the
matter, that could shape the details of the world's largest
airline merger.

                      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


APPLIED DNA: Gerald Catenacci Held 5.9% Equity Stake at July 12
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, NeuStrada Capital, LLC, and Gerald Catenacci
disclosed that as of July 12, 2013, they beneficially owned
40,827,268 shares of common stock of Applied DNA Sciences, Inc.,
representing 5.96 percent of the shares outstanding.

As of July 12, 2013, Neustada Capital sold 2,562,138 shares
and Gerald Catenacci acquired 586, 453 shares upon the exercising
of an option as director on the Board of Directors on June 11,
2013.

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

                        http://is.gd/E4SLt5

                         About Applied DNA

Stony Brook, N.Y.-based Applied DNA Sciences, Inc., is principally
devoted to developing DNA embedded biotechnology security
solutions in the United States.  The Company's shares of common
stock are quoted on the OTC Bulletin Board under the symbol
"APDN."

Applied DNA incurred a net loss of $7.15 million for the
year ended Sept. 30, 2012, compared with a net loss of $10.51
million for the year ended Sept. 30, 2011.  The Company's balance
sheet at March 31, 2013, showed $5.07 million in total assets,
$8.84 million in total liabilities and a $3.77 million total
stockholders' deficit.


APPLIED DNA: Registers 124.2MM Common Shares Held by Crede
----------------------------------------------------------
Applied DNA Sciences, Inc., filed a Form S-3 registration
statement with the U.S. Securities and Exchange Commission
relating to the resale of up to 124,282,314 shares of the
Company's common stock, $.001 par value, by Crede CG III, Ltd.
These shares of common stock include 46,742,209 shares issuable
upon conversion of Series B Preferred Stock and 66,844,918 shares
issuable upon exercise or exchange of warrants.

The Company is not selling any securities under this prospectus
and will not receive any of the proceeds from the sale of common
stock by Crede except for funds received from the exercise of
warrants held by the selling stockholder, if and when exercised
for cash.  The Company will pay the expenses of registering these
shares, including legal and accounting fees.

The shares of common stock offered by Crede have been or may be
issued pursuant to the Securities Purchase Agreement dated
July 19, 2013.

The Company's shares of common stock are quoted on the OTC
Bulletin Board under the symbol "APDN."  On July 23, 2013, the
closing sales price for the Company's common stock on the OTC
Bulletin Board was $0.1765 per share.

A copy of the Form S-3 prospectus is available for free at:

                        http://is.gd/Ahvhm3

                         About Applied DNA

Stony Brook, N.Y.-based Applied DNA Sciences, Inc., is principally
devoted to developing DNA embedded biotechnology security
solutions in the United States.  The Company's shares of common
stock are quoted on the OTC Bulletin Board under the symbol
"APDN."

Applied DNA incurred a net loss of $7.15 million for the
year ended Sept. 30, 2012, compared with a net loss of $10.51
million for the year ended Sept. 30, 2011.  The Company's balance
sheet at March 31, 2013, showed $5.07 million in total assets,
$8.84 million in total liabilities and a $3.77 million total
stockholders' deficit.


BASIS FARM: Bartning Project Files for Chapter 7
------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that a project to bring farm-grown and raised foods directly to
New York City dwellers has filed for bankruptcy liquidation.

According to the report, Basis Farm to Chef LLC, a project of New
York entrepreneur Bion C. Bartning, filed for Chapter 7 bankruptcy
liquidation in Manhattan, court papers show.

Under Chapter 7 of the U.S. Bankruptcy Code, an independent
trustee is appointed to oversee the sale of the company's assets
and distribute the proceeds to creditors, the report related.
Unlike Chapter 11 proceedings, there's no chance of rehabilitation
for the company in Chapter 7. Neither a company representative nor
its bankruptcy attorney could be reached for comment, the report
said.

The Basis Farm to Chef reported assets of nearly $127,000 and
debts of $491,600 in its bankruptcy petition, the report said.
Basis, a separate company, isn't in bankruptcy proceedings.

The company's list of creditors reads like the makings of a tasty
meal: Battenkill Valley Creamery, Bulich Mushroom Co., Kauffman's
Fruit Farm, Maplebrook Mountain Mozzarella and Saratoga Apple.

Mr. Bartning founded Basis in 2008 to sell chicken, fruits,
vegetables, milk and other farm products to New York City
restaurants and other customers, the report related. The following
year, Basis took over Farm to Chef, another local food-
distribution business that began in 2004 with support from New
York state agricultural officials. "Farm to Chef's commitment to
making it easier for wholesale customers to buy directly from
small and midsize farmers is very much in line with the Basis
mission of good food for all," Mr. Bartning said in an April 2009
news release.

Food & Wine magazine heralded Mr. Bartning as a "culinary
crusader" for selling local farm food directly to New Yorkers
daily and not just at weekly farmers' markets, the report
recalled. He created Basis Market, a convenience store that the
magazine said carries meat, produce and dairy products from more
than 40 farms and at cheaper prices than farmers' markets.

"There are people who say eggs should cost $9 a dozen. I
completely disagree with that," Mr. Bartning told the magazine in
its November 2009 issue, the report cited. "We're finding
producers who are willing to be fair in their pricing, and we're
being fair in what we charge."


BELLISIO FOODS: S&P Assigns 'B' Rating to C$20-Mil. Term Loan
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating to Bellisio Foods Inc.'s C$20 million Canadian term loan
and '3' recovery rating, indicating S&P's expectations for
meaningful (50% to 70%) recovery in the event of a payment
default.  The borrower of the Canadian term loan is Bellisio Foods
Canada Corp.

"Bellisio shifted its debt tranches to the originally proposed
deal, yet the total amount of the company's senior secured credit
facilities remains 345 million," said Standard & Poor's credit
analyst Bea Chiem.

The ratings on the company's $30 million revolver, due 2018,
$162 million term loan due 2019 (increased from $155 million), and
$133 million (reduced from $160 million) delayed draw term loan
due 2019 remain unchanged at 'B' with '3' recovery ratings
following the company's changes to the debt tranche amounts.

The 'B' corporate credit rating on Bellisio remains unchanged.

S&P will withdraw its issue-level ratings on the company's
existing $170 million term loan and $30 million revolving credit
facility following the close of the transaction.

RATINGS LIST

Ratings Unchanged

Bellisio Foods Inc.

  Corporate credit rating                         B/Stable
  $30 mil. revolving loan due 2018                B
   Recovery rating                                3
  *$162 mil. term loan due 2019                   B
   Recovery rating                                3
  *$133 mil. delayed draw term loan due 2019      B
   Recovery rating                                3

New Rating

  C$20 mil. term loan due 2019                    B
  Recovery rating                                 3

*outstanding amounts


BMC US: High Leverage Prompts Moody's to Assign 'B2' CFR
--------------------------------------------------------
Moody's Investors Service assigned ratings to BMC U.S. Co., a
newly formed company set up to acquire BMC Software, Inc., as
follows: B2 corporate family and probability of default, B1 to the
proposed senior secured domestic facilities, Ba3 to the senior
secured foreign facility, Caa1 to the proposed senior unsecured
notes and a SGL-2 Speculative Grade Liquidity Rating. Moody's will
downgrade BMC's existing 7.25% Senior Unsecured Notes due 2018 to
Caa1 and withdraw all other existing ratings of BMC at closing of
the transaction. The ratings outlook is stable. The proposed debt
facilities are being used to finance the acquisition of BMC by a
group of private investment firms led by Bain Capital and Golden
Gate Capital.

Rating Rationale:

The B2 corporate family rating reflects the very high leverage as
a result of the buyout and limited proportion of equity in the
capital structure. Debt to EBITDA is estimated to be approximately
6.6x pro forma for the transaction (on a Moody's-adjusted basis)
and equity expected to comprise only 17.5% of the total capital
structure. EBITDA is calculated pro forma for certain cost savings
and treats capitalized software as an expense (unlike most
enterprise software companies, BMC capitalizes a significant
portion of R&D). The ratings also reflect the strength of BMC's
market position as a leading independent provider of IT systems
management software solutions, the resiliency of its high-margin
mainframe software business and resultant cash generating
capabilities. If not for BMC's market strength, free cash
generating capabilities and scale, the ratings would be lower
given the debt load and resulting financial leverage.

"BMC's mainframe segment (MSM), though a slow growth business, is
very stable and we estimate it continues to generate two-thirds or
greater of the company's operating profit and cash flow", said
Matthew Jones, Moody's Senior Analyst.

The company's non-mainframe business segment (ESM) has the
potential for mid-single digit growth but has struggled with sales
force turmoil, license declines and margin deterioration in recent
periods. Annualized ESM bookings trends are promising however and
the business appears to be stabilizing.

"Nonetheless, the company is assuming a significant amount of debt
while it is in the midst of reviving its core product offerings,
navigating an evolving IT management market and right-sizing its
cost structure. The IT management software industry is evolving to
adapt to the growing complexity of cloud based, hosted, and on-
premise IT environments and the established players such BMC, CA,
IBM and HP are scrambling to address the shift", added Matthew
Jones of Moody's.

Liquidity is expected to be good with an expected $350 million of
cash at closing, an undrawn $350 million revolver and expected
annual free cash flow in excess of $350 million (before
transaction or restructuring charges). Given the continuing need
to make acquisitions to remain competitive, cash will likely be
used for acquisitions rather than debt repayment. The ratings
could be downgraded if leverage is expected to exceed 7x other
than on a temporary basis. Ratings could be upgraded if leverage
declines to under 5x on a sustained basis. Given the aggressive
financial policies of the new owners however, an upgrade is
unlikely in the near to medium term.

The following ratings were assigned:

Assignments:

Issuer: BMC U.S. Co.

Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B2-PD

Speculative Grade Liquidity Rating, Assigned SGL-2

Senior Secured Bank Revolving Credit Facility, Assigned B1 (LGD3,
35 %)

Senior Secured Bank Term Loan Credit Facility, Assigned B1 (LGD3,
35 %)

Senior Unsecured Regular $US Bond/Debenture, Assigned Caa1 (LGD5,
88 %)

Senior Unsecured Regular EUR Bond/Debenture, Assigned Caa1 (LGD5,
88 %)

Issuer: BMC Foreign Co.

Senior Secured Bank Term Loan Credit Facility, Assigned Ba3 (LGD3,
32 %)

BMC's existing ratings remain under review for downgrade. At
closing of the acquisition, all existing BMC ratings (except the
2018 notes) will be withdrawn.

The debt instrument ratings were determined in conjunction with
Moody's Loss Given Default Methodology and reflect the instruments
relative position in the capital structure. The foreign secured
term loan was rated one notch up from the domestic secured term
loan reflecting its relatively stronger security package which
comes from a pledge of certain non-U.S. assets which the domestic
term loans do not have. The new senior notes used to fund the
leveraged buyout will benefit from certain subsidiary guarantees
that the pre-transaction BMC senior notes due 2018 do not,
although the difference in guarantee packages is not sufficient to
justify a differential in the instrument ratings at this time.

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

BMC is a provider of a broad range IT management software tools
and had revenues of $2.2 billion for the twelve months ended March
31, 2013. The company is headquartered in Houston, TX.


BONDS.COM GROUP: Stockholders Elect 10 Directors
------------------------------------------------
Bonds.com Group, Inc., held its 2013 annual meeting of
stockholders on July 17, 2013, at which the stockholders, among
other things:

   (1) elected Edwin L. Knetzger, III, Michel Daher, Thomas Thees,
       George O'Krepkie, Henri J. Chaoul, Ph.D., Mark Daher,
       Michael Gooch, Patricia Kemp, Michael Trica and Eugene
       Lockhart as directors of the Company to serve until the
       2014 Annual Meeting of Stockholders;

   (2) approved, on an advisory basis, the compensation of the
       Company's named executive officers; and

   (3) selected "every three years" as the desired frequency of
       future advisory vote on executive compensation.

                       About Bonds.com Group

Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG)
-- http://www.bonds.com/-- through its subsidiary Bonds.com,
Inc., serves institutional fixed income investors by providing a
comprehensive zero subscription fee online trading platform.  The
Company designed the BondStation and BondStationPro platforms to
provide liquidity and competitive pricing to the fragmented Over-
The-Counter Fixed Income marketplace.

The Company differentiates itself by offering through Bonds.com,
Inc., an inventory of more than 35,000 fixed income securities
from more than 175 competing sources.  Asset classes currently
offered on BondStation and BondStationPro, the Company's fixed
income trading platforms, include municipal bonds, corporate
bonds, agency bonds, certificates of deposit, emerging market
debt, structured products and U.S. Treasuries.

Bonds.com Group disclosed a net loss of $6.98 million in 2012, as
compared with a net loss of $14.45 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $8.36 million in total
assets, $5.75 million in total liabilities and $2.60 million in
total stockholders' equity.

EisnerAmper LLP, in New york, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring losses and negative
cash flows from operations, and a working capital deficiency and a
stockholders' deficiency that raise substantial doubt about its
ability to continue as a going concern.


BUILDERS FIRSTSOURCE: Incurs $48.2-Mil. Net Loss in 2nd Quarter
---------------------------------------------------------------
Builders FirstSource, Inc., reported a net loss of $48.20 million
on $398.14 million of sales for the three months ended June 30,
2013, as compared with a net loss of $12.05 million on $271.91
million of sales for the same period during the prior year.

For the six months ended June 30, 2013, the Company incurred
$60.01 million on $717.85 million of sales, as compared with a net
loss of $31.24 million on $491.30 million of sales for the same
period a year ago.

As of June 30, 2013, the Company had $505.50 million in total
assets, $513.95 million in total liabilities and a $8.45 million
total stockholders' deficit.

Floyd Sherman, Builders FirstSource chief executive officer
stated, "I am once again very pleased to report another quarter of
improving financial performance.  We ended the second quarter with
almost $400 million in sales and improved our Adjusted EBITDA by
over $14 million on a year-over-year basis, and our second quarter
sales grew 46.4 percent compared to the second quarter of 2012.
Over the same time period, actual single-family housing starts in
the South Region increased 14.5 percent, and single-family units
under construction increased 27.4 percent."

Mr. Sherman added, "Lumber and lumber sheet good prices were, on
average, 21.5 percent higher during the second quarter of 2013 as
compared to those in the same quarter last year, though prices did
fall approximately 30 percent during the quarter.  Falling prices
in the back half of the quarter relieved some of the gross margin
pressure we had been experiencing from commodity inflation, and we
were able to improve our gross margin by 100 basis points for the
current quarter due to both improved pricing and higher sales
volumes."

A copy of the press release is available for free at:

                        http://is.gd/tJSfth

                     About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc. --
http://www.bldr.com/-- supplies and manufactures building
products for residential new construction.  The Company operates
in nine states, principally in the southern and eastern United
States, and has 55 distribution centers and 51 manufacturing
facilities, many of which are located on the same premises as its
distribution facilities.

Builders FirstSource reported a net loss of $56.85 million in
2012, a net loss of $64.99 million in 2011 and a $95.50 million in
2010.

                           *     *     *

As reported by the TCR on May 15, 2013, Standard & Poor's Ratings
Services Inc. said it raised its corporate credit rating on
Dallas-based Builders FirstSource to 'B' from 'CCC'.  "The upgrade
acknowledges U.S.-based building materials manufacturer and
distributor Builders FirstSource Inc.'s 'strong' liquidity based
on the company's proposed recapitalization," said Standard &
Poor's credit analyst James Fielding.


CAESARS ENTERTAINMENT: Names Former Morgans Advisor to Board
------------------------------------------------------------
The Board of Directors of Caesars Entertainment Corporation
elected Mr. Fred J. Kleisner to serve as a member of the Board.
Mr. Kleisner was also appointed to serve on the Company's Audit
Committee, replacing Lynn Swann.  Mr. Swann will continue to serve
as a member of the Board and as a member of the Company's Human
Resources Committee, the Nominating and Corporate Governance
Committee and the 162m Plan Committee.

Mr. Kleisner has been Senior Advisor of Morgans Hotel Group Co.,
served as the President of Hard Rock Hotel Inc. and Hard Rock
Hotel Holdings LLC and also served as the Chief Executive Officer
of Morgans Hotel Group Co.  He has also served in management
positions with Rex Advisors, LLC, Wyndham International, Inc., and
Starwood Hotels & Resorts Worldwide, Inc., Westin Hotels and
Resorts, Interstate Hotels Company, The Sheraton Corporation, and
Hilton Hotels, Corp.

Since August 2011, Mr. Kleisner has served as a director of Apollo
Residential Mortgage, Inc., and as a member of their Audit
Committee and Compensation Committee.  In addition, since April
2009, he has served as a director of Kindred Healthcare, Inc
(NYSE:KND), where he is the Chairman of their Executive
Compensation Committee, and serves on their Compliance and Quality
Committee.

The Human Resources Committee also approved Mr. Kleisner's base
compensation for his board service of $75,000 per year plus
$25,000 per year for Audit Committee service for a total of
$100,000 effective July 23, 2013.  Additionally, on July 23, 2013,
the Human Resources Committee awarded Mr. Kleisner an option to
purchase 2,500 shares of the Company's common stock and 5,000
restricted stock units.

                    About Caesars Entertainment

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

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

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

                           *     *     *

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

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

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

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


CASPIAN ENERGY: TSX Extends Delisting Date for Common Shares
------------------------------------------------------------
Caspian Energy Inc. on July 26 disclosed that the Toronto Stock
Exchange ("TSX") has extended the date for the delisting of
Caspian's common shares from August 1, 2013 to August 22, 2013.
The delisting date was delayed by the TSX at the request of
Caspian.  Caspian requested the delay in order to allow further
time for Caspian to pursue a listing on NEX.

                    About Caspian Energy Inc.

Caspian Energy Inc. is an oil and gas exploration company
operating in Kazakhstan where it has a number of targets in the
highly prospective Aktobe Oblast of Western Kazakhstan.  Caspian
Energy holds these assets by virtue of its 40% equity stake in
Aral Petroleum Capital LLP (which as noted in Caspian's material
change report of June 24, 2013 will be reduced to 33.5% upon
satisfaction or waiver of all conditions precedent in a purchase
and sale agreement).  Aral Petroleum Capital LLP holds an
exclusive license, which entitles it to explore and develop
certain oil and gas properties known as a "North Block", an area
of 1500 sq.km, as well as a 25-year production contract for the
East Zhagabulak field.  The Company's license area lies
immediately adjacent to the various producing fields, including
the Alibekmola, Zhanazhol, and Kenkiyak fields.


CATALYST PAPER: Posts $28-Mil. Net Loss in Second Quarter 2013
--------------------------------------------------------------
Catalyst Paper reported a net loss of $28.0 million ($1.93 per
common share) for the second quarter of 2013, a period heavily
impacted by maintenance downtime.  Before specific items, the net
loss was $18.1 million.  Specific items in Q2 included a $2.1
million gain on the sale of the Elk Falls industrial site, a non-
cash loss on the mandatory redemption of Exit Notes of $2.3
million and a $9.6 million non-cash loss on the effect of foreign
exchange on our US dollar denominated debt.  This compares with
the Q1 net loss of $9.8 million ($0.89 per common share) and $11.6
million net loss before specific items.

Adjusted earnings before interest, taxes and depreciation (EBITDA)
and EBITDA before restructuring costs in the second quarter were
negative $0.6 million and negative $0.5 million respectively.

Revenues of $263.4 million for the quarter were up from the prior
quarter, reflecting higher sales volumes for specialty uncoated,
newsprint and directory, higher transaction prices for newsprint
and pulp, as well as the effect of the weaker Canadian dollar.
Pulp sales volume was up over the same quarter of 2012 as was the
transaction price.

Increased paper sales volumes, higher transaction prices for pulp
and a weaker Canadian dollar did not offset the higher costs in
the quarter arising from maintenance, electricity rate increases
and re-imposition of the provincial sales tax (PST) effective
April 1st.

Cash flow from operations increased by $11.2 million and liquidity
improved by $63.1 million from the same period last year, due in
part to borrowing base improvements, asset sale proceeds and a
return to more normalized vendor payment terms since the company's
exit from creditor protection.

                        Market Conditions

Markets for all the company's paper products remain challenging
and demand trended down overall compared to the same period of the
prior year.  Newsprint and directory showed the steepest decline
at 8.9% and 15.2% respectively, while the decline in specialty
coated at 4.9% and specialty uncoated at 1.3% was less pronounced.

North American benchmark prices for high gloss and high-bright
papers were flat and were down slightly for coated mechanical
papers and newsprint compared to last quarter.  Directory pricing
remained stable as contracts are negotiated annually.  Continued
growth in Latin America, along with higher transaction prices and
increased sales of Marathon-Lite, the company's 40-gsm newsprint
product, improved newsprint sales revenues in the quarter.

In the face of perpetually challenging paper markets, Ascent, the
new coated three paper manufactured at the Port Alberni mill, is a
bright spot, with sales to commercial printers and retail
advertisers growing steadily for catalogues, magazines, retail
inserts and other marketing materials.  In addition, Sage, the
Company environmentally focused product offering, is performing
well as a means to protect and gain new business.

Pulp demand and prices remained favorable over the previous year
with NBSK pulp markets continuing a modest recovery in Western
Europe and North America.

                             Outlook

A stronger U.S. economy and improvements in the housing and labor
markets are expected to lead modest global growth through the
balance of the year.  In contrast, Canadian growth is expected to
slow and the Canadian dollar is expected to remain at a sub-par
level relative to the U.S. dollar.

Macro-economic conditions, however, are expected to have little
upside impact on printing paper markets as the migration to
electronic media continues.  The strongest impact will be felt in
directory and newsprint grades.  Demand for coated and uncoated
specialty mechanical grades will see the normal seasonal
improvement in the latter half of the year and operating rates are
expected to tighten.  Price increases for uncoated mechanical high
gloss grades ranging from $50-60 per ton effective July 1 are
expected to be partially implemented through the third quarter.
Newsprint export markets are expected to remain strong through the
latter half, helping to compensate for continued demand losses in
North America with pricing remaining firm for the balance of 2013.
The NBSK pulp market improvement in the first half of the year is
expected to level off in the third quarter with slower growth
projected for the Chinese economy through the second half of the
year.

Input costs are expected to remain stable on all but electricity
where utility rate increases combined with the impact of the
April 1 re-imposition of PST will significantly increase energy
costs.  The Company is taking all steps available to mitigate the
cost impacts, including reducing consumption, maximizing self-
generation at its mills, and intensive advocacy to bring the
social and economic impact of escalating hydro costs on industrial
customers to the attention of governments.

With completion of the two planned total mill outages at Crofton
and Port Alberni now behind the Company, planned maintenance
spending and downtime will be reduced for the remainder of the
year.  The Company has adequate liquidity with no significant or
extraordinary uses of cash anticipated for the balance of 2013.

             Further Quarterly Results Materials

This release, along with the full annual Management Discussion &
Analysis, Financial Statements and accompanying notes are
available on the Company's Web site at
http://www.catalystpaper.com/Investors

                       About Catalyst Paper

Catalyst Paper Corp. (TSX: CYT) -- http://www.catalystpaper.com/
-- manufactures diverse specialty mechanical printing papers,
newsprint and pulp.  Its customers include retailers, publishers
and commercial printers in North America, Latin America, the
Pacific Rim and Europe.  With three mills, located in British
Columbia, Catalyst has a combined annual production capacity of
1.5 million tonnes.  The Company is headquartered in Richmond,
British Columbia, Canada and is ranked by Corporate Knights
magazine as one of the 50 Best Corporate Citizens in Canada.

On Jan. 31, 2012, Catalyst Paper Corporation and certain of its
subsidiaries obtained an Initial Order from the Supreme Court of
British Columbia under the Companies' Creditors Arrangement Act
(CCAA).  The Company applied for recognition of the Initial Order
under Chapter 15 of Title 11 of the U.S. Bankruptcy Code.

Catalyst Paper Corporation and all of its subsidiaries and
partnership successfully emerged from creditor protection
proceedings under the CCAA and Chapter 15 of the U.S. Bankruptcy
Code on Sept. 13, 2012.  The Company met all of the conditions to
implement the second amended plan of arrangement on the emergence
date by securing exit financing consisting of a new asset-based
loan facility (ABL Facility) and new floating rate senior secured
notes (Floating Rate Notes).


CENGAGE LEARNING: Looks to Continue Exploring Apax Debt Buy
-----------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that textbook
publisher Cengage Learning Inc. asked a New York bankruptcy court
for leave to hire Willkie Farr & Gallagher LLP to probe the
acquisition of company debt by private equity firm Apax Partners,
which has a controlling stake in the business.

According to the report, before it filed for Chapter 11, Cengage
had retained Willkie Farr at the behest of independent director
Richard D. Feintuch in connection with an evaluation and analysis
of the acquisition by Apax and its affiliates of the company's
debt.

                      About Cengage Learning

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

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

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

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

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


CENGAGE LEARNING: Willkie Farr to Advise Independent Director
-------------------------------------------------------------
Cengage Learning, Inc., et al., ask the U.S. Bankruptcy Court for
the Eastern District of New York for permission to employ the law
firm of Willkie Farr & Gallagher LLP as special investigation
counsel to the independent director of the Debtors, nunc pro tunc
to the Petition Date.

On May 23, 2013, Willkie Farr was retained by Cengage Learning GP
I LLC and its controlled subsidiaries, including the Debtors, to
provide assistance and counsel to Richard D. Feintuch, the
independent member of the board of directors of Cengage GP, in
connection with an evaluation and analysis of the acquisition by
Apax Partners or certain of its affiliates of certain debt
instruments of the Debtors.

The Debtors desire to retain Willkie Farr to continue to provide
the legal services as are necessary and requested by the
independent director in connection with the investigation.

Marc Abrams, a member of Willkie Farr, tells the Court that the
hourly rates of the firm's personnel are:

         Attorneys                  $310 - $1,130
         Paralegals                 $125 -   $310

Willkie Farr has received retainers and payments totaling $658,875
in the aggregate for services performed for the Debtors.  Of such
amounts, Willkie Farr currently holds an unapplied retainer of
$375,605.  As of the Petition Date, the Debtors do not owe Willkie
Farr any amounts for legal services rendered before the Petition
Date, although certain fees and expenses aggregating approximately
$12,712 have been incurred by Willkie Farr, but not yet applied to
Willkie Farr's retainer.

An Aug. 15, 2013, hearing at 12:30 p.m. has been set.  Objections,
if any, are due Aug. 8, 2013, at 5 p.m.

                      About Cengage Learning

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

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

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

Jonathan S. Henes, P.C., at Kirkland & Ellis LLP represents the
Debtor in its restructuring effort, Lazard Freres & CO. LLC as
financial advisor, Alvarez & Marsal North America, LLC, as
restructuring advisor, and Donlin, Recano & Company, Inc., as
claims and notice agent.

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


CHESAPEAKE ENERGY: S&P Revises Outlook to Stable & Affirms BB- CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services said it has revised its rating
outlook on Oklahoma City-based Chesapeake Energy Corp. to stable
from negative.  S&P affirmed its ratings on the company, including
the 'BB-' corporate credit rating on the company, and the 'BB-'
corporate credit rating on a related entity, Chesapeake Oilfield
Operating LLC.  S&P also affirmed the 'BB-' issue-level rating on
Chesapeake's senior unsecured notes; the recovery rating on these
notes is '3', which indicates S&P's expectation of meaningful (50%
to 70%) recovery in the event of a payment default.

"Our ratings reflect our assessment of Chesapeake's business risk
profile as 'satisfactory' while we view the company's financial
risk profile as 'aggressive'," said Standard & Poor's credit
analyst Scott Sprinzen.

Chesapeake Energy Corp. is one of the largest independent oil and
gas exploration and production (E&P) companies in the world.  It
is the second-largest producer of natural gas in the U.S. (behind
ExxonMobil Corp.) and the 11th-largest producer of liquids (oil
and natural gas liquids).  The company has the largest U.S.
onshore leasehold position of any U.S. E&P company (about 14
million net acres), and it is the largest driller of horizontal
shale wells globally.

Historically, natural gas had been the focus of the company's
growth initiatives and accounted for a disproportionate 70% of
reserves as of year-end 2012.  However, in recent years, in
response to weak natural gas prices amid rapidly rising U.S.
industry production, Chesapeake, like most other North American
E&P companies, has put more emphasis on increasing its output of
oil and natural gas liquids, for which pricing has been more
favorable.  In Chesapeake's case, this has entailed massive
investment.

S&P views Chesapeake's management and governance as "fair", as
this term is defined under its criteria.  Under the new CEO, S&P
believes that Chesapeake could well take a more disciplined and
conservative approach regarding business strategy and financial
policy.

Standard & Poor's rating outlook on Chesapeake Energy Corp. is
stable.  S&P will reassess its view when it has a clearer picture
of Chesapeake's business strategy and financial policy under its
new CEO.  There is the potential that financial leverage could be
meaningfully reduced if Chesapeake sustains capital spending at
lower levels than in recent years and it completes substantial
additional asset sales.  If S&P expects that Chesapeake will be
able to sustain its adjusted debt-to-EBITDA ratio at less than
3.5x, it could raise the ratings.  On the other hand, the rating
could be jeopardized if S&P came to believe that debt to EBITDA
would be above the 5x level for a sustained period.


CHESAPEAKE OILFIELD: S&P Affirms 'BB-' Corporate Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'BB-' corporate
credit and revised its rating outlook on Oklahoma City-based
exploration and production (E&P) company Chesapeake Energy Corp.
to stable from negative because S&P believes the company could
well pursue a more moderate growth strategy than it has
previously, while enhancing profitability and deleveraging its
capital structure.

Based on this rating action for Chesapeake Energy, S&P is also
revising its rating outlook to stable from negative and affirming
its 'BB-' corporate credit rating on Oklahoma City-based oilfield
services provider Chesapeake Oilfield Operating LLC. Chesapeake
Oilfield is a 100% owned subsidiary of Chesapeake Energy and the
two entities' businesses are interconnected.

"The ratings on Chesapeake Oilfield reflect our view of the
company's close business relationship with and ownership by
Chesapeake Energy," said Standard & Poor's credit analyst Carin
Dehne-Kiley.

Although there is no formal guarantee of debt service by parent
Chesapeake Energy, S&P believes a moderate to high level of
support is implicit based on the companies' interconnected lines
of business, Chesapeake Energy's significant investment to date,
Chesapeake Energy's 100% ownership of Chesapeake Oilfield, as well
as management control and their shared name.  Also, a service
agreement between the two entities stipulates the parent's
guaranteed minimum utilization of Chesapeake Oilfield's equipment
and services.  Consequently, S&P's rating on Chesapeake Oilfield
is equal to the 'BB-' rating on Chesapeake Energy.

"Our stand-alone credit profile (SACP) on Chesapeake Oilfield is
'bb-', reflecting our assessment of the company's business risk
profile as "weak", financial risk profile as "aggressive", and
liquidity as "adequate".  In accordance with our criteria, our
SACP incorporates the company's close business relationship with
Chesapeake Energy, but assumes no extraordinary support," S&P
said.

The outlook on Chesapeake Oilfield is stable, which is in line
with the outlook on parent company Chesapeake Energy.  The ratings
and outlook on Chesapeake Oilfield are equivalent to S&P's ratings
and outlook on Chesapeake Energy, given the extent of Chesapeake
Energy's ownership control and the close business ties between the
two companies.  The ratings on Chesapeake Oilfield and Chesapeake
Energy could diverge, however, depending on Chesapeake Energy's
level of ownership and our assessment of its willingness to
provide extraordinary support to Chesapeake Oilfield.

S&P could downgrade Chesapeake Oilfield if it believes the
Chesapeake Energy's willingness to provide extraordinary support
has changed, and if S&P expects Chesapeake Oilfield's debt-to-
EBITDA ratio to exceed 4x for a sustained period.

Based on Chesapeake Oilfield's reliance on Chesapeake Energy as
its primary customer and Chesapeake Energy's current ownership
control, S&P views a rating higher than the rating on Chesapeake
Energy as unlikely.  However, S&P would consider an upgrade if the
company was to meaningfully broaden its customer base, while
maintaining debt to EBITDA below 3x.


CLEANTECH INNOVATIONS: NASDAQ Relists Stock Following SEC Decision
------------------------------------------------------------------
CleanTech Innovations, Inc., on July 29 disclosed that the company
has received a favorable decision from the U.S. Securities
Exchange Commission (SEC), setting aside the wrongful 2011
delisting of CleanTech common stock by the NASDAQ Stock Market.
In a decision on July 11, 2013, the SEC found that the record did
not support allegations made by NASDAQ against CleanTech.  NASDAQ
relisted CleanTech on the NASDAQ Stock Market as a result of the
decision.

CleanTech is an innovative, U.S-registered public company engaged
in the design and manufacture of five-hundred-foot steel towers to
support turbines for wind energy.  In July 2010, CleanTech
retained licensed attorneys, auditors and broker-dealers to assist
the company in going public through a reverse merger.  CleanTech
applied for the listing on NASDAQ at that time and passed all
financial standards for NASDAQ listing.

In August 2010, the NASDAQ listing staff raised questions with
CleanTech about the company.  NASDAQ conducted a thorough review,
including statements from involved parties, interviews, and
hundreds of pages of correspondence between CleanTech and its U.S.
law firms, which CleanTech voluntarily provided after NASDAQ
insisted that CleanTech waive its attorney-client privilege.

After reviewing hundreds of pages of emails and other documents,
NASDAQ approved the CleanTech stock listing on December 10, 2010.
The listing approval was unqualified.  Only a month later, in
January 2011, NASDAQ acted to delist CleanTech citing a lack of
disclosure even though the company had complied with all NASDAQ
requests for information.

CleanTech then asked the NASDAQ Listing and Hearing Review Council
to review the delisting decision . On May 19, 2011, the Hearing
Review Council remanded the delisting decision back to the NASDAQ
Listing Qualifications Panel because it found that the record
lacked sufficient fact and detail on issues critical to the NASDAQ
decision to delist CleanTech.  On May 26, 2011, the decision of
the Hearing Review Council was stayed, however, based on the
NASDAQ claim that CleanTech's email submission of its delisting
appeal brief to the NASDAQ constituted an unallowed "ex parte
communication."  CleanTech had followed both the instruction of
the NASDAQ Law Department and widely accepted appellate procedures
in submitting the brief.

Former Senator Arlen Specter accepted legal representation of
CleanTech, citing a "terrible miscarriage of justice" by NASDAQ.
In December 2011, Specter advised CleanTech and brought a lawsuit
alleging that NASDAQ violated CleanTech's rights to due process.
The suit was later dismissed on procedural grounds, with the court
leaving it to the SEC to first evaluate these and other claims.

The SEC issued an order on July 11, 2013, setting aside the
decision by NASDAQ to delist CleanTech common stock.  The SEC
found that the record did not support the NASDAQ allegations
against CleanTech.  NASDAQ relisted CleanTech on the NASDAQ Stock
Market as a result of the decision.

On July 24, 2013, CleanTech received a letter from the NASDAQ
Listing Qualifications staff requesting that the company provide
materials and information to help NASDAQ assess CleanTech
compliance with NASDAQ listing requirements.  In addition, NASDAQ
will use the information provided to determine whether it is
appropriate to resume NASDAQ trading of CleanTech common stock
(currently suspended and trading in the over the counter market)
or whether to delist those securities.

The July 24th NASDAQ letter also notified CleanTech that it is not
in compliance with the continued listing requirements under NASDAQ
Rules 5250(c)(1) regarding the obligation to file periodic
financial reports with the SEC and 5550(a)(2) regarding
maintaining a minimum bid price requirement of $1.00 per share.

The July 24th NASDAQ letter requested that CleanTech submit a plan
to demonstrate compliance with the listing standards by September
23, 2013.  The letter also stated that any decision by NASDAQ
staff to delist the Company's common stock will be communicated in
writing and CleanTech will have the opportunity to appeal that
decision to a NASDAQ Hearing Panel.

After the initial NASDAQ delisting of CleanTech, the CleanTech
stock price fell more than 98 percent from $9 to $0.14, and more
than one thousand American shareholders have lost about $300
million in market capitalization.  Since the delisting, CleanTech
lost previously committed capital raises and was shut out from
other world stock exchanges.

For the full July 11, 2013 SEC decision, please visit:

     http://www.sec.gov/litigation/opinions/2013/34-69968.pdf

                         About CleanTech

CleanTech is a U.S.-registered public company with primary
operations in China.  CleanTech designs and manufactures clean
technology products that promote renewable energy generation,
energy savings and pollution reduction.


COMMUNITY WEST: Earns $2.1 Million in Second Quarter
----------------------------------------------------
Community West Bancshares reported net income of $2.12 million on
$7.02 million of total interest income for the three months ended
June 30, 2013, as compared with a net loss of $591,000 on $8.03
million of total interest income for the same period during the
prior year.

For the six months ended June 30, 2013, the Company reported net
income of $3.21 million on $13.98 million of total interest
income, as compared with net income of $228,000 on $16.35 million
of total interest income for the same period a year ago.

As of June 30, 2013, the Company had $536.09 million in total
assets, $474.01 million in total liabilities and a $62.06 million
stockholders' deficit.

"We were profitable for the fourth consecutive quarter and have
made progress with operating efficiencies while keeping a strong
net interest margin," stated Martin E. Plourd, president and chief
executive officer.  "Credit quality metrics have stabilized, with
total nonaccrual loans at just over half the levels that they were
as of March 31, 2012, and our capital ratios continue to
strengthen.  As we look forward, we continue to focus on growing
the Bank operations and increasing our lending outreach in the
communities we serve."

A copy of the press release is available for free at:

                        http://is.gd/G20NJw

                        About Community West

Goleta, Calif.-based Community West Bancshares was incorporated in
the State of California on Nov. 26, 1996, for the purpose of
forming a bank holding company.  On Dec. 31, 1997, CWBC acquired a
100% interest in Community West Bank, National Association.
Effective that date, shareholders of CWB became shareholders of
CWBC in a one-for-one exchange.  The acquisition was accounted at
historical cost in a manner similar to pooling-of-interests.

Community West Bancshares is a bank holding company.  CWB is the
sole bank subsidiary of CWBC.  CWBC provides management and
shareholder services to CWB.

                         Consent Agreement

On Jan. 26, 2012, the Bank, entered into a consent agreement with
the Office of the Comptroller of the Currency, the Bank's primary
banking regulator, which requires the Bank to take certain
corrective actions to address certain deficiencies in the
operations of the Bank, as identified by the OCC.

"While the Bank believes that it is in substantial compliance with
the OCC Agreement, no assurance can be given that the OCC will
concur with the Bank's assessment.  Failure to comply with the
provisions of the OCC Agreement may subject the Bank to further
regulatory action, including but not limited to, being deemed
undercapitalized for purposes of the OCC Agreement, and the
imposition by the OCC of prompt corrective action measures or
civil money penalties which may have a material adverse impact on
the Company's financial condition and results of operations."

On April 23, 2012, the Company entered into an agreement with the
Federal Reserve Bank of San Francisco.  Without admitting or
denying any alleged charges of unsafe or unsound banking practices
and any violations of law, the Company agreed to take corrective
actions to address certain alleged violations of law and/or
regulation, which included developing and submitting for
regulatory approval a cash flow projection of the Company's
planned sources and uses of cash for debt service, operating
expenses and other purposes.  The FRB accepted the cash flow
projection on July 10, 2012.

In accordance with the FRB Agreement, the Company requested the
FRB's approval to pay the dividend due on May 15, 2012, August 15,
2012, November 15, 2012 and February 15, 2013 on the Company's
Series A Preferred Stock.  Those requests were denied.

The Board and Management will continue to work closely with the
OCC and FRB to achieve compliance with the terms of both
agreements and improve the Company's and Bank's strength, security
and performance.


DAIS ANALYTIC: Sells 2.3 Million Restricted Shares
--------------------------------------------------
Dais Analytic Corporation issued, pursuant to a Stock Purchase
Agreement with one private investor, 2,350,000 restricted shares
of the Company's common stock at a purchase price of $0.10 per
share for a total of $235,000.  With the issuance of the common
stock, the Company issued warrants to purchase 587,500 shares of
the Company's common stock at $0.50 per share.  The Warrants are
exercisable for 60 months.  The Warrants are subject to standard
anti-dilution adjustments for stock splits and other subdivisions.
The proceeds from the sale of the securities will be used for
working capital purposes.  No underwriter or placement agent was
used in the sale of the common stock or Warrants.

                        About Dais Analytic

Odessa, Fla.-based Dais Analytic Corporation has developed and
patented a nano-structure polymer technology, which is being
commercialized in products based on the functionality of these
materials.  The initial product focus of the Company is ConsERV,
an energy recovery ventilator.  The Company also has new product
applications in various developmental stages.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Cross, Fernandez & Riley LLP, in
Orlando, Florida, expressed substantial doubt about the Company's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses since
inception and has a working capital deficit and stockholders'
deficit of $3.22 million and $4.90 million at Dec. 31, 2011.

The Company reported a net loss of $2.33 million in 2011,
compared with a net loss of $1.43 million in 2010.  The Company's
balance sheet at March 31, 2013, showed $1.08 million in total
assets, $4.26 million in total liabilities and a $3.18 million
total stockholders' deficit.


DELPHI CORP: US Gov't Fights Bid to Close Bankruptcy Cases
----------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that the federal
government urged a New York bankruptcy judge to reject a motion to
close the various cases left open after auto parts giant Delphi
Corp. exited Chapter 11, saying the request is premature because a
number of environmental cleanup obligations remain unfilled.

According to the report, DPH Holdings Corp. and the DPH Holdings
Share Trust -- the reorganized debtors created to wind down the
estate when Delphi emerged from bankruptcy in 2009 -- seek a
determination that the bankruptcy cases can be closed by the end
of the year.

                         About Delphi Corp.

Based in Troy, Michigan, Delphi Corporation --
http://www.delphi.com/-- is a global supplier of electronics and
technologies for automotive, commercial vehicle and other market
segments.  Delphi operates major technical centers, manufacturing
sites and customer support facilities in 30 countries.

The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 05-44481) on Oct. 8, 2005.  John Wm. Butler Jr., Esq.,
John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, represented the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represented the Official Committee of Unsecured Creditors.  As of
June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000
in total assets and US$23,742,000,000 in total debts.

The Court confirmed Delphi's plan on Jan. 25, 2008.  The Plan
was not consummated after a group led by Appaloosa Management,
L.P., backed out from their proposal to provide US$2,550,000,000
in equity financing to Delphi.  At the end of July 2009, Delphi
obtained confirmation of a revised plan, build upon a sale of the
assets to a entity formed by some of the lenders who provided
$4 billion of debtor-in-possession financing, and General Motors
Company.

On Oct. 6, 2009, Delphi's Chapter 11 plan of reorganization became
effective.  A Master Disposition Agreement executed among Delphi
Corporation, Motors Liquidation Company, General Motors Company,
GM Components Holdings LLC, and DIP Holdco 3, LLC, divides
Delphi's business among three separate parties -- DPH Holdings
LLC, GM Components, and DIP Holdco 3.

Delphi emerged from Chapter 11 as DPH Holdings.  DPH Holdings is
responsible for the post-Effective Date administration and
eventual closing of the Chapter 11 cases as well as the
disposition of certain retained assets and payment of certain
retained liabilities as provided under the Modified Plan.

Delphi Automotive PLC is UK-based company formed in May 2011 as a
holding company for US-based automotive parts manufacturer Delphi
Automotive LLP.  Delphi Automotive LLP is the successor to the
former Delphi Corporation.  At the time of its formation, Delphi
Automotive PLC filed an initial public offering seeking to raise
at least $100 million.

Bankruptcy Creditors' Service, Inc., publishes DELPHI BANKRUPTCY
NEWS.  The newsletter tracks the Chapter 11 proceedings of Delphi
Corp. and its debtor-affiliates (http://bankrupt.com/newsstand/or
215/945-7000).


DETROIT, MI: State Legal Challenges Barred; Mediator Mulled
-----------------------------------------------------------
Scott Cohn, writing for CNBC, reported that a federal bankruptcy
judge suspended pending lawsuits in state courts that are
challenging Detroit's bankruptcy filing.

According to the report, U.S. Bankruptcy Judge Steven Rhodes said
there is nothing in the 10th Amendment, which guides state vs.
federal jurisdiction, that bars federal jurisdiction in this case.
He said his court will be the exclusive venue for any legal action
regarding the bankruptcy.

Detroit's Emergency Manager Kevyn Orr -- a bankruptcy expert
appointed by Gov. Rick Snyder earlier this year to oversee
Detroit's finances -- has said the federal bankruptcy filing is
necessary to get the city out from under some $18 billion in
liabilities, the report related.

But the city's employee unions argued the bankruptcy is an end-run
around the state constitution, which protects their pension
benefits, the report added.  The unions backed a series of
lawsuits filed in Michigan courts to block the bankruptcy. Last
week, Ingham County Circuit Judge Rosemarie Aquilina ruled the
bankruptcy filing unconstitutional, but a state appeals court put
her ruling on hold, and Orr argued the federal court should make
that stay indefinite.

The emergency manager said bankruptcy is a federal matter, the
report further related.  A bankruptcy filing normally puts all
other litigation on hold, but Orr's office asked the judge to
extend that automatic stay to cover him and state officials,
including the governor. Orr's attorneys acknowledged the request
was unusual, but said "recent events"?the lawsuits in state court?
made it necessary.

                        Judge Rhodes

Maria Chutchian of BankruptcyLaw360 reported that when the Sixth
Circuit's chief judge selected U.S. Bankruptcy Judge Steven W.
Rhodes to oversee Detroit's Chapter 9 case, she selected a jurist
known for running a tight ship who will welcome the undoubtedly
complex legal questions that will accompany this case, experts
say.

According to the report, Judge Rhodes, who was appointed to the
bench in 1985, is known in the Michigan bankruptcy community for
running an efficient, orderly courtroom and as a judge who often
raises issues in the cases before him that the litigants haven't.

Meanwhile, Emily Glazer writing for Dow Jones' DBR Small Cap
reports that plans for possible sales of Detroit-owned assets are
not yet set, and the city will try to make better use of them,
Detroit Emergency Manager Kevyn Orr said in an interview Friday in
New York.

                            Mediator

Nathan Borney, writing for Detroit Free Press, reported that a
federal judge is set to appoint a mediator to rule on
disagreements between Detroit and its creditors during the city's
Chapter 9 bankruptcy case.

According to the report, U.S. Bankruptcy Judge Steven Rhodes
signaled in a filing that he plans to appoint Gerald Rosen, chief
district judge of the U.S. District Court for the Eastern District
of Michigan, as mediator in Detroit's bankruptcy.

The appointment would position Rosen as an influential player in
Detroit's financial restructuring, the report noted.  For example,
he could play a role in settling disputes over the size of
Detroit's unfunded pension liabilities, a major sticking point
between Detroit emergency manager Kevyn Orr and the city's pension
boards.

Rhodes said that he would consider Rosen's appointment at an Aug.
2 hearing, the report related.

Rosen wrote a letter of support to U.S. 6th Circuit Court Chief
Judge Alice Batchelder recommending Rhodes as the best pick for
Detroit's bankruptcy case, the report further related.

                           Aug. 2 Agenda

BankruptcyData reported that the U.S. Bankruptcy Court entered an
order establishing an amended initial status conference agenda for
matters to be heard on August 2, 2013.

The Court will consider the following matters:

   -- status of filing of list of creditors;

   -- disclosure by the City of the status of its negotiations
      with creditors;

   -- setting deadlines on the motion to reject collective
      bargaining agreements, file a plan and file potential
      motions and adversary proceedings;

   -- consider the proposed mediation order and proposed
      appointment of an independent fee examiner;

   -- schedule of future conferences and omnibus hearings;

   -- consideration of other procedural and administrative issues;
      And

   -- review by the Court of its limited role in a Chapter 9
      proceeding.

In the proposed mediation order, pursuant to 11 U.S.C. Section
105, the Court concludes, "it is necessary and appropriate to
order the parties to engage in the facilitative mediation of any
matters that the Court refers in this case."

Similarly, the Court asserts that a fee examiner's appointment in
this case is also "necessary and appropriate."

                      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: Senators Look to Pre-empt U.S. Aid to Detroit
----------------------------------------------------------
Lisa Lambert, writing for Reuters, reported that Republicans in
the U.S. Senate want to make sure the federal government does not
become involved in the financial maelstrom hitting Detroit, which
filed for the largest municipal bankruptcy in U.S. history.

According to the report, they have proposed at least three "No
Bailout" amendments to spending bills that the Senate is currently
considering, all of which would limit the U.S. government's
ability to help cities in fiscal crisis.

Even though the amendments will likely fail in the Democrat-
dominated chamber, cities and counties are alarmed by legislation
they say could jeopardize funding for hundreds of local
governments and are pushing back, the report said.

Senator Lindsey Graham, a Republican from South Carolina,
introduced an amendment to a financial services and general
spending bill that would bar the use of federal funds to buy or
guarantee a municipal asset or obligation from a locality that has
defaulted or is at risk of defaulting, the report related.

It also would prohibit the U.S. government from issuing lines of
credit to those municipalities or providing other aid to prevent
bankruptcy, the report added.

                    About Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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


DETROIT, MI: Michigan Law Protects Pensions, State AG Says
----------------------------------------------------------
Margaret Cronin Fisk, writing for Bloomberg News, reported that
Michigan's attorney general said the state's constitution protects
public employees' pensions from being reduced and he will join the
Detroit bankruptcy case on behalf of retirees and current workers
facing benefit cuts.

"Michigan's constitution, Article 9, section 24, is crystal clear
in stating that pension obligations may not be ?diminished or
impaired,'" state Attorney General Bill Schuette said in a
statement, according to the report.  Earlier this month, he helped
block state court lawsuits seeking to protect pensions.

Detroit filed for Chapter 9 bankruptcy July 18, the biggest bid
for court protection by a U.S. city, the report related.  Schuette
said he would file an appearance in the federal bankruptcy court
there as the "people's attorney" on behalf of pensioners who could
lose benefits during the proceedings, the report said.

Schuette, a Republican, said he would also continue to represent
Michigan Governor Rick Snyder in legal proceedings related to the
Detroit bankruptcy, the report added.  Snyder, also a Republican,
authorized the city's filing.

The attorney general's office "will still be representing us in
the other pieces, while trying to get clarity on this," said Sara
Wurfel, Snyder's spokeswoman, the report added. "We appreciate the
efforts to get clarity and help determine the best path moving
forward that is fair to all," she said in a phone interview. There
isn't a "specific plan" yet on the pensions in the bankruptcy, she
said.

                    About Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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


DETROIT, MI: Fitch Says Bankruptcy Shows State Intervention Limits
------------------------------------------------------------------
Emergency managers in Michigan have among the greatest powers of
any state intervention mechanism in the country. But the city of
Detroit's bankruptcy filing demonstrates that state intervention
mechanisms do not preclude credit deterioration or default and
supports Fitch's choice not to assume a state or federal bailout
in our local government rating criteria and ratings. However,
clearly state monitoring and intervention programs can be helpful
in distressed situations, such as the case of Pontiac, MI where an
emergency manager has restructured the city's finances.

As Fitch has indicated in the special report "U.S. Local
Government Downgrades to Persist," the emergency financial
management that states exercise over distressed local governments
varies from state to state. Their impacts are affected by the
strength of laws governing labor contracts, benefits (including
pension obligations), service provisions and other factors.

Like Michigan, North Carolina also has a strong mechanism. The
state local government commission monitors local entities'
finances on an ongoing basis and intervenes once it has detected a
deteriorating situation. The intent of this system is to avoid,
rather than remediate, a crisis.

Rhode Island may appoint a fiscal overseer to develop a three-year
plan to achieve fiscal stability. If this is ineffective, the
state may appoint a budget commission with powers over spending,
borrowing, fees and government structure.

California, which has experienced a few defaults and bankruptcies
of cities in recent years, has no intervention program for cities,
although it has an effective program for its school districts.

The issue of intervening in distressed local government situations
is also getting attention at the federal level as the Senate
Appropriations Committee just yesterday approved an amendment (as
part of the FY 2014 Financial Services and General Government
Appropriations Act) that would generally disallow the government
from aiding cities in financial turmoil.


DETROIT, MI: S&P Says U.S. Bond Insurers Exposure Manageable
------------------------------------------------------------
Reuters reported that another default by bankrupt Detroit would
add capital pressure to U.S. bond insurers, but Standard & Poor's
Ratings Services said it does not currently expect such a default
to lead to ratings actions on the companies.

According to the report, of the five insurers S&P rates, those
with the greatest exposure to Detroit's bonds are Assured Guaranty
Ltd and National Public Finance Guarantee Corp, with $2.2 billion
and $2.3 billion of net par exposure, respectively.

                    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: Bankruptcy Could Show Way for Other Troubled Cities
----------------------------------------------------------------
Detroit's bankruptcy filing is profoundly meaningful for the small
number of local governments in the US that are financially
distressed, says Moody's Investors Service, as it may create
precedents for how they will deal with long-term liabilities. For
the vast majority of the rated local government universe, over 99%
of which are rated investment grade, the impact will be limited.

Moody's says that Detroit's bankruptcy, assuming bankruptcy
protection is granted by the bankruptcy judge, could influence
market expectations and issuer behavior at the fringe of municipal
credit: those at risk of default or municipal bankruptcy. Moody's
only rates 34 local governments below investment grade, out of a
universe of more than 7,500 rated entities.

"Bankruptcy may become more appealing to other stressed local
governments if Detroit succeeds in reducing pension benefits and
discharges most of its general obligation debt," says Moody's
Managing Director for Public Sector Ratings Anne Van Praagh in the
report "Detroit Bankruptcy May Change How Other Distressed Cities
Approach Their Pension and Debt Obligations."

"If Detroit is bogged down in years of expensive proceedings and
fails to restore solvency or materially restructure its
liabilities, other distressed issuers would be unlikely to emulate
Detroit's approach," says Moody's Van Praagh.

Even should a local government decide to emulate Detroit's
approach, obtaining bankruptcy protection in the first place can
be very difficult. Bankruptcy remains a long and onerous process,
and the outcomes for other cities will be uncertain even if
Detroit emerges as a tone-setter.

As for municipalities not currently in distress, the implications
of the Detroit bankruptcy are limited.

"Detroit is an outlier. Although many of Detroit's problems are
common, the magnitude of its problems is not. Other cities in the
US have undergone post-industrial depopulation and an erosion of
the tax base, and now carry debt burdens that are heavy relative
to the remaining tax base and population. But no large city lost
as much as Detroit, " says Moody's Van Praagh.

Moody's expects the number of local governments in severe distress
to remain small. Since 2010, Moody's has expected the default rate
among local governments, historically minimal, to increase and for
strong post-default recoveries to decrease. However, both changes
will be marginal.

In the years following the financial crisis of 2008-09, the
majority of local governments continued to make tough decisions
that allowed them to balance their budgets and meet their debt and
pension obligations, says Moody's , despite substantial loss of
housing market values, weak or moderate economic performance, and
persistent pressure on revenues and spending.

Moody's does not expect other major US cities to enter the same
"downward spiral" that Detroit did.


DEWEY & LEBOEUF: Trust Demands Docs From DLA Piper, Others
----------------------------------------------------------
Kurt Orzeck of BankruptcyLaw360 reported that the trust charged
with winding down Dewey & LeBoeuf LLP's estate demanded in New
York bankruptcy court that DLA Piper, Winston & Strawn LLP and
others produce documents detailing alleged payments related to
matters that originated at Dewey and were handled by its ex-
partners.

According to the report, the Dewey & LeBoeuf Liquidation Trust
said it needed information related to estate asset values in legal
matters in which other law firms represented ex-Dewey clients.

                       About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

Dewey filed a Chapter 11 Plan of Liquidation and an accompanying
Disclosure Statement on Nov. 21, 2012.  It filed amended plan
documents on Dec. 31, in an attempt to address objections lodged
by various parties.  A second iteration was filed Jan. 7, 2013.
The plan is based on a proposed settlement between secured lenders
and Dewey's official unsecured creditors' committee, as well as a
settlement with former partners.

On Feb. 27, 2013, the Bankruptcy Court confirmed Dewey & Leboeuf's
Second Amended Chapter 11 Plan of Liquidation dated Jan. 7, 2013,
As of the Effective Date of the Plan, the Debtor will be
dissolved.

Alan Jacobs of AMJ Advisors LLC, has been named Dewey's
liquidation trustee.  Scott E. Ratner, Esq., Frank A. Oswald,
Esq., David A. Paul, Esq., Steven S. Flores, Esq., at Togut, Segal
& Segal LLP, serve as counsel to the Liquidation Trustee.


DUNE ENERGY: To Hold Yearly Advisory Votes on Exec. Compensation
----------------------------------------------------------------
Dune Energy, Inc.'s Board of Directors has determined that the
Company will conduct future stockholder advisory votes regarding
compensation awarded to its named executive officers annually,
according to an amended Form 8-K filed with the U.S. Securities
and Exchange Commission.

At the Company's 2013 annual meeting of stockholders held on
June 5, 2013, the Company's stockholders voted on, among other
matters, a proposal on the frequency of future stockholder
advisory votes regarding compensation awarded to named executive
officers.  The proposal to hold annual votes received the highest
number of votes cast, as well as a majority of the votes cast on
the proposal.

The next required stockholder advisory vote on the frequency of
future stockholder advisory votes regarding compensation awarded
to named executive officers will be conducted at the Company's
2019 annual meeting of stockholders.

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.

Dune Energy disclosed a net loss of $7.85 million in 2012, as
compared with a net loss of $60.41 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $270.01 million in total
assets, $124.76 million in total liabilities and $145.25 million
in total stockholders' equity.


DYNEGY HOLDINGS: Plan Effectivity Date Further Extended to August
-----------------------------------------------------------------
The deadline by which operating debtors Dynegy Northeast
Generation, Inc.; Hudson Power, LLC, Dynegy Danskammer, LLC, and
Dynegy Roseton, LLC L.L.C. must fully consummate their confirmed
Plan has extended anew through August 9, 2013.

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

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

                           About Dynegy

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

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

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

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

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

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

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


DYNEGY HOLDINGS: ICS Ordered to Perform APA Obligations by July 31
------------------------------------------------------------------
Judge Cecelia G. Morris granted a motion by operating debtors
Dynegy Northeast Generation, Inc.; Hudson Power, LLC, Dynegy
Danskammer, LLC, and Dynegy Roseton, LLC L.L.C. for enforcement of
the Confirmation Order and Danskammer Sale Order.

ICS NY Holdings, LLC, as purchaser of Court-approved sale of plant
assets near Newburgh, New York, known as the Danskammer
facilities, is directed to perform all of its obligations under
the Danskammer Asset Purchase Agreement by no later than 12:00
p.m. Eastern Time on July 13, 2013.

If, prior to the Performance Deadline, ICS (i) files an affidavit
of Stephen Durkee indicating that ICS will perform its obligations
under the Danskammer APA on a date no later than Aug. 9, 2013 and
(ii) wires $250,000 to the Operating Debtors to be deposited in
the Operating Debtors' auction deposit account (such amount shall
be deemed to be an increase in the amount of the Deposit, as that
term is used in section 2.2(b) of the Danskammer APA), then the
Performance Deadline shall be deemed to be the earlier of (a) the
date by which ICS indicates it will perform its obligations in the
Affidavit, and (b) August 9, 2013.  Under no circumstances will
the Performance Deadline be extendible beyond August 9, 2013,
without further Court order.

If ICS fails to perform its obligations under the Danskammer APA
by the Performance Deadline, then: (i) the Deposit will be
forfeited and the funds constituting the amount of the Deposit,
including any increased amount of the Deposit, will be deemed
property of the Operating Debtors' estates; and (ii) a status
conference will be held at the omnibus hearing scheduled to be
held on September 5, 2013.

If ICS performs its obligations under the Danskammer APA by the
Performance Deadline, the funds constituting the amount of the
Deposit will be applied to the Purchase Price.

                           About Dynegy

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

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

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

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

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

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

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


EAST COAST BROKERS: Weeks Auction Puts Farm Assets Up for Sale
--------------------------------------------------------------
Weeks Auction Company on July 29 disclosed that scores of
tractors, forklifts, trucks, sprayers, specialized tomato
implements and other pieces of agricultural equipment will sell in
two major auctions in Florida and Virginia.

The auctions are part of the bankruptcy court-ordered sale of
assets belonging to East Coast Brokers and Packers Inc.  Both
equipment auctions are being managed by Weeks Auction Company,
Inc., in partnership with Murray Wise Associates LLC, which is
also handling the auctions for the 10,000 plus acres of farmland,
numerous packing facilities and other real property in Florida and
Virginia as part of the bankruptcy case.  The first group of
assets will sell at 9:00 a.m. Wednesday, Aug. 28, in Mulberry,
Fla. The second auction will be held at 9:00 a.m. Wednesday,
Sept. 4, in Greenbush, Va.  Online bidding during the live auction
will be available for both events.

"The East Coast Brokers and Packers operations were very
extensive, so the inventory to be sold is quite large, including
virtually every type of equipment necessary to the business of
growing and handling tomatoes, cucumbers, watermelons and other
produce crops," said Tim Weeks, vice president of Weeks Auction
Company.  "We will be selling more than 140 tractors as well as
disks, power units, sprayers, mowers, plows and smaller items such
as shop tools, dollies and even ladders."

All of the items will be available for inspection at the two sites
where the live auctions will be held.  Virginia assets will be
available for inspection at the Byrd Packing Plant, 20305
Greenbush Road, Greenbush, Va., with inspections scheduled for
Sept. 2, 3 and 4 from 9:00 a.m. to 5:00 p.m.  The Florida-based
assets will be at the Mulberry Packing Plant, 5050 E. State Road
60, Plant City, with inspections scheduled for 9:00 a.m. to 5:00
p.m. Aug. 26, 27 and 28.

A complete list of assets is available at www.weeksauction.com
beginning Monday, July 29.  Individuals seeking additional
information -- including detailed descriptions may call 352-351-
4951 or 352-804-3981 or visit http://www.weeksauction.com

Weeks Auction Company, Inc. based in Ocala, Fla., is a
professional auction firm specializing in the sale of farm and
construction machinery throughout the Southeastern United States.

Murray Wise Associates LLC, headquartered in Champaign, Ill., with
additional offices in Florida and Iowa, is a leading national
agricultural real estate marketing and financial advisory firm.

                     About East Coast Brokers

East Coast Brokers & Packers, Inc., along with four related
entities, sought Chapter 11 protection (Bankr. M.D. Fla. Case No.
13-02894) in Tampa, Florida, on March 6, 2013.  East Coast Brokers
& Packers disclosed $12,663,307 in assets and $75,181,975 in
liabilities as of the Chapter 11 filing.  Scott A. Stichter, Esq.,
and Susan H. Sharp, Esq., at Stichter, Riedel, Blain & Prosser,
P.A., in Tampa, serve as counsel to the Debtors.

Steven M. Berman, Esq., and Hugo S, deBeaubien, Esq., at Shumaker,
Loop, & Kendrick, LLP, in Tampa, are the Debtors' proposed special
counsel.

In June 2013, the bankruptcy court approved the appointment of
Gerard A. McHale, Jr., to serve as Chapter 11 trustee.  MLIC Asset
Holdings LLC and MLIC CB Holdings LLC asked the Bankruptcy Court
to appoint a Chapter 11 trustee, or, in the alternative, dismiss
the Debtors' Chapter 11 cases.  According to the MLIC entities,
the Debtors, among other things had mishandled the potential rents
from employees, failed to pay taxes, failed to maintain insurance,
has inadequate security regarding the Debtors' personal and real
property, and delayed the filing of schedules and reports required
under the Bankruptcy Code.

Brian G. Rich, Esq., at Berger Singerman LLP, in Tallahassee,
Fla., represents the Chapter 11 trustee as counsel.


EAST COAST CABLEVISION: Enjoined From Rebroadcasting DIRECTV Shows
------------------------------------------------------------------
The civil action SKY CABLE, LLC, et al., Plaintiffs, v. RANDY
COLEY, et al., Defendants, Case No. 5:11CV00048 (W.D. Va.), arises
out of the receipt and unauthorized distribution of DIRECTV
satellite programming to thousands of viewers at Massanutten
Resort, a mountain resort in McGaheysville, Virginia.

DIRECTV LLC provides satellite programming services to qualifying
residential properties with multiple dwelling units, such as
hotels, hospitals or college dormitories, pursuant to a Satellite
Master Anntenna Television (SMATV) system.  Pursuant to an
Affiliate Agreement, Sky Cable, LLC, was authorized to solicit and
sell DIRECTV SMATV programming.  Randy Coley is the sole member
and manager of East Coast Cablevision, LLC.  He apparently
negotiated with Massanutten Resort, for the installation and
operation of a cable television system in the resort.

Sky Cable filed the lawsuit against Randy Coley and his wife,
Kimberli, claiming it had been denied commissions it was owed on
the Massanutten SMATV account.  Sky Cable also named DIRECTV in
the amended complaint, for breach of contract and negligence.  In
turn, DIRECTV filed an amended cross-claim against Randy and
Kimberli Coley and a third-party complaint against East Coast
Cablevision, LLC.

Before the U.S. District Court for the Western District of
Virginia are the parties' motion for summary judgment and partial
summary judgment.

In a July 11, 2013 decision, District Judge Michael F. Urbanski
opined, "Sky Cable lacks standing to bring its claims in this
case.  While the court has personal jurisdiction over Kimberli
Coley, her liability to DIRECTV must be determined by the trier of
fact.  DIRECTV has established as a matter of law Randy Coley and
East Coast's liability under 47 U.S.C. Sec. 605.  However, there
are disputed issues of fact that impact application of the statute
of limitations and, thus, the measure of damages to be awarded
DIRECTV under Sec. 605. These issues must be resolved by a jury."

Accordingly, Judge Urbanski ruled that Kimberli Coley, Randy Coley
and East Coast Cablevision, LLC's motion for summary judgment is
GRANTED in part and DENIED in part; DIRECTV LLC's motion for
partial summary judgment is GRANTED in part and DENIED in part;
plaintiffs' motion for partial summary judgment is DENIED;
plaintiffs are DISMISSED from this action; and this matter will be
set down for further proceedings.

The judge pointed out that by order entered Dec. 20, 2012, the
District Court took a Show Cause Order under advisement as to
Randy Coley, granted Sky Cable's motions to compel and DIRECTV's
motions to compel, and took under advisement both Sky Cable and
DIRECTV's motions for attorney's fees and costs in having to file
these discovery motions.  In his July 11 order, Judge Urbanski
directed the parties to contact chambers (540/857-5124) without
delay to schedule a hearing to resolve those outstanding issues.
The parties are further directed to contact chambers to schedule a
trial date on the remaining claims.

The judge also deemed it appropriate to grant an injunction in the
case.  In his July 11 order, Judge Urbanski said Defendants Randy
Coley and East Coast Cablevision, LLC, along with their agents and
representatives are permanently enjoined and restrained from
engaging in (1) reselling or re-broadcasting DIRECTV's encrypted
satellite transmissions of television programming, and (2)
installing or operating DIRECTV satellite receiving equipment, at
Massanutten Resort and any of its related entities

A copy of the District Court's July 11, 2013 Memorandum Opnion
http://is.gd/qkkGAOfrom Leagle.com.

East Coast Cablevision LLC is represented by Paul Graham Beers,
Esq. -- pbeers@gfdg.com -- of Glenn Feldmann Darby & Goodlatte.

Randy Cooley and Kimberly Cooley are represented by Jeremy
Ethridge Carroll, Esq. -- jcarroll@gfdg.com -- and Paul Graham
Beers, Esq., of Glenn Feldmann Darby & Goodlatte.

DIRECTV, Inc. is represented by John H. Jamnback, Esq. --
jjamnback@yarmuth.com -- of YARMUTH WILSDON CALFO PLLC; Robert E
Travers, IV, Esq., of WILLIAMS MULLEN; and, Jeremy E. Roller, Esq.
-- jroller@yarmuth.com -- and Scott T. Wilsdon, Esq. --
wilsdon@yarmuth.com -- of Yarmuth Wilsdon PLLC.

East Coast Cablevision, LLC -- ta Resort Cable LLC and ta Resort
Cable -- filed for Chapter 11 bankruptcy (Bankr. E.D.N.C. Case No.
11-08976) on Nov. 23, 2011.  A copy of the petition is available
at no charge at http://bankrupt.com/misc/nceb11-08976.pdf Trawick
H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A., serves as the
Debtor's counsel.


EDISON MISSION: Bondholders Break Off Restructuring Deal
--------------------------------------------------------
Jacqueline Palank writing for Dow Jones' DBR Small Cap reports
that Edison Mission Energy's bondholders have walked away from a
preliminary deal pledging their support for the power company's
restructuring after the company failed to cement the agreement in
time.

                       About Edison Mission

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

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

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

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

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

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

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

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

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


ELBIT IMAGING: Court Appoints Receiver of Europe Israel Shares
--------------------------------------------------------------
Elbit Imaging Ltd.'s controlling shareholders, Europe-Israel MMS
Ltd. and Mr. Mordechay Zisser, notified the Company that the Tel
Aviv District Court has appointed Adv. Giroa Erdinast as a
receiver with regards to the ordinary shares of the Company held
by Europe Israel securing Europe Israel's obligations under its
loan agreement with Bank Hapoalim B.M.  The judgment stated that
the Receiver is not authorized to sell the Company's shares at
this stage.  Following a request of Europe-Israel, the Court also
delayed any action to be taken with regards to the sale of those
shares for a period of 60 days.  Europe Israel and Mr. Zisser have
also notified the Company that they utterly reject the Bank's
claims and intend to appeal the Court's ruling.

                       About Elbit Imaging

Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF)
hold investments in real estate and medical companies.  The
Company, through its subsidiaries, also develops shopping and
entertainment centers in Central Europe and invests in and manages
hotels.

Elbit Imaging disclosed a loss of NIS455.50 million on NIS671.08
million of total revenues for the year ended Dec. 31, 2012, as
compared with a loss of NIS247.02 million on NIS586.90 million of
total revenues for the year ended Dec. 31, 2011.  The Company's
balance sheet at Dec. 31, 2012, showed NIS7.09 billion in total
assets, NIS5.67 billion in total liabilities, NIS309.60 million in
equity to holders of the Company and NIS1.11 billion in
noncontrolling interest.

Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed
substantial doubt about Elbit Imaging's ability to continue as a
going concern following the financial results for the year ended
Dec. 31, 2012.

The Certified Public Accountants noted that in the period
commencing Feb. 1, 2013, through Feb. 1, 2014, the Company is to
repay its debenture holders NIS 599 million (principal and
interest).  "Said amount includes NIS 82 million originally
payable on Feb. 21, 2013, that its repayment was suspended
following a resolution of the Company's Board of Directors.  The
Company's Board also resolved to suspend any interest payments
relating to all the Company's debentures.  In addition, as of
Dec. 31, 2012, the Company failed to comply with certain financial
covenants relating to bank loans in the total amount as of such
date of NIS 290 million.


ELPIDA MEMORY: Micron's Acquisition to Close July 31
----------------------------------------------------
Micron Technology, Inc. on July 29 disclosed that it anticipates
the closing of Micron's acquisition of 100 percent of Elpida's
equity to occur on July 31, 2013, Tokyo time.

The closing of the acquisition will be pursuant to a Sponsor
Agreement entered into on July 2, 2012, in connection with
Elpida's corporate reorganization proceedings conducted under the
jurisdiction of the Tokyo District Court.  The closing of the
transaction is subject to satisfaction or waiver of a number of
conditions, including final approval by the Tokyo District Court.

Micron also anticipates concurrently closing its acquisition of a
24 percent share of Rexchip Electronics Corporation from Powerchip
Technology Corporation and certain of its affiliates.

                          About Micron

Micron Technology, Inc. (NASDAQ:MU) -- http://www.micron.com-- is
a provider of advanced semiconductor solutions.  Through its
worldwide operations, Micron manufactures and markets a full range
of DRAM, NAND and NOR flash memory, as well as other innovative
memory technologies, packaging solutions and semiconductor systems
for use in leading-edge computing, consumer, networking, embedded
and mobile products.

                     About Elpida Memory Inc.

Elpida Memory Inc. (TYO:6665) -- http://www.elpida.com/ja/-- is
a Japan-based company principally engaged in the development,
design, manufacture and sale of semiconductor products, with a
focus on dynamic random access memory (DRAM) silicon chips.  The
main products are DDR3 SDRAM, DDR2 SDRAM, DDR SDRAM, SDRAM,
Mobile RAM and XDR DRAM, among others.  The Company distributes
its products to both domestic and overseas markets, including the
United States, Europe, Singapore, Taiwan, Hong Kong and others.
The company has eight subsidiaries and two associated companies.

After semiconductor prices plunged, Japan's largest maker of DRAM
chips filed for bankruptcy in February with liabilities of 448
billion yen ($5.6 billion) after losing money for five quarters.
Elpida Memory and its subsidiary, Akita Elpida Memory, Inc.,
filed for corporate reorganization proceedings in Tokyo District
Court on Feb. 27, 2012.  The Tokyo District Court immediately
rendered a temporary restraining order to restrain creditors from
demanding repayment of debt or exercising their rights with
respect to the company's assets absent prior court order.
Atsushi Toki, Attorney-at-Law, has been appointed by the Tokyo
Court as Supervisor and Examiner in the case.

Elpida Memory Inc. sought the U.S. bankruptcy court's recognition
of its reorganization proceedings currently pending in Tokyo
District Court, Eight Civil Division.  Yuko Sakamoto, as foreign
representative, filed a Chapter 15 petition (Bankr. D. Del. Case
No. 12-10947) for Elpida on March 19, 2012.

Micron Technology, Inc. on Feb. 28 announced the Tokyo District
Court's issuance of an order approving Elpida Memory Inc.'s plan
of reorganization.  Elpida's plan of reorganization calls for
Micron to sponsor Elpida's reorganization under which Elpida will
become a wholly owned subsidiary of Micron.  The Tokyo District
Court's approval follows an Elpida creditor vote, concluded on
Feb. 26, in which the creditors voted to approve the
reorganization plan.


ENGLOBAL CORP: Awarded $5 Million Project From UEO Midstream
------------------------------------------------------------
ENGlobal Corporation has been awarded a project from Utica East
Ohio Midstream LLC to provide engineering and procurement support
services at its Leesville cryogenic processing plant.  The value
of the award to ENGlobal is approximately $5 million.

ENGlobal's scope consists of engineering and procurement support
services for a control room, condensate stabilization unit, site
grading, and design integration services for a 200 million
standard cubic feet per day (MMSCFD) cryogenic unit.  The Company
expects to begin work on the project immediately with project
completion anticipated in the second quarter of 2014.

UEO is a joint venture between M3 Ohio Gathering LLC, Access
Midstream Partners, L.P., and EV Energy Partners, L.P., and is one
of the largest integrated midstream service complexes in eastern
Ohio.  The UEO Buckeye complex currently includes 800 million
cubic feet per day of natural gas processing and associated NGL
fractionation, loading and terminal facilities.  The 200 million
cubic feet per day Leesville facility is the second processing
plant in UEO Buckeye complex, which will recover natural gas
liquids (NGLs) in the liquids-rich Utica shale play, and has a
design capacity of up to 600 million cubic feet per day.

"ENGlobal is pleased to be a part of building this major gas
processing facility in the Utica shale development," said William
A. Coskey, P.E., ENGlobal's president and chief executive officer.
"Having been selected for both the engineering and procurement
work, ENGlobal is able to provide a greater level of
responsibility throughout the scope of the project.  We would like
to thank UEO for their confidence in our capabilities."

                          About ENGlobal

Headquartered in Houston, Texas, ENGlobal --
http://www.ENGlobal.com-- is a provider of engineering and
related project services principally to the energy sector
throughout the United States and internationally.  ENGlobal
operates through two business segments: Automation and Engineering
& Construction.  ENGlobal's Automation segment provides services
related to the design, fabrication and implementation of process
distributed control and analyzer systems, advanced automation, and
related information technology.  The Engineering & Construction
segment provides consulting services relating to the development,
management and execution of projects requiring professional
engineering as well as inspection, construction management,
mechanical integrity, field support, quality assurance and plant
asset management.  ENGlobal currently has approximately 1,400
employees in 11 offices and 9 cities.

The Company's balance sheet at March 30, 2013, showed
$70.79 million in total assets, $43.51 million in total
liabilities, all current, and $27.28 million in total
stockholders' equity.

                          Going Concern

"The Company has been operating under difficult circumstances
since the beginning of 2012.  For the year ended December 29,
2012, the Company reported a net loss of approximately $33.6
million that included a non-cash charge of approximately $16.9
million relating to a goodwill impairment and a non-cash charge of
approximately $6.8 million relating to a valuation allowance
established in connection with the Company's deferred tax assets.
During 2012, our net borrowings under our revolving credit
facilities increased approximately $10.5 million to fund our
operations.  Due to challenging market conditions, our revenues
and profitability declined during 2012 and continued to weaken
through the first quarter of 2013.  As a result, we have failed to
comply with several financial covenants under our credit
facilities resulting in defaults.  Although we have sold assets,
reduced debt and decreased personnel in an attempt to improve our
liquidity position, we cannot assure you that we will be
successful in obtaining the cure or waiver of the defaults under
our credit facilities.  If we fail to obtain the cure or waiver of
the defaults under the facilities, the lenders may exercise any
and all rights and remedies available to them under their
respective agreements, including demanding immediate repayment of
all amounts then outstanding or initiating foreclosure or
insolvency proceedings.  In such event and if we are unable to
obtain alternative financing, our business will be materially and
adversely affected, and we may be forced to sharply curtail or
cease our operations.  As a part of our efforts to improve our
cash flow and restore our financial relationship with our lenders
under the PNC Credit Facility, we engaged an investment banking
firm to pursue strategic alternatives on behalf of the Company and
a consulting firm to assist the Company with cost cutting efforts.

These circumstances raise substantial doubt about the Company's
ability to continue as a going concern," according to the
Company's quarterly report for the period ended March 30, 2013.


EUROFRESH INC: Stipulation Resolving SWG 503(b)(9) Claim Okayed
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona granted on
July 17, 2013, approval of a stipulation signed by Eurofresh,
Inc., now EF23, Inc., with Southwest Gas Corporation to resolve
SWG's 11 U.S.C. Sec. 503(b)(9) claim.

The stipulation resolves in full the Debtor's objection to SWG's
Section 503(b)(9) claim in the amount of $974,789.  SWG will have
an allowed Section 503(b)(9) claim in the amount of $800,000,
which claim amount will be paid to SWG from the postpetition
deposit previously provided by the Debtor to SWG.  The remainder
of the deposit in the amount of $200,000 will be remitted to the
Debtor.

                      About EuroFresh Inc.

EuroFresh, Inc., is America's largest greenhouse grower spanning
318 aces of glass covered facilities.  EuroFresh grows premium
quality, great tasting, certified pesticide residue free
greenhouse tomatoes and cucumbers year-round.  The 274-acre
flagship facility in Willcox, Arizona, is the world's largest.
There's also a second 44-acre acre property in Snowflake, Arizona.
EuroFresh has 964 employees.

EuroFresh filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-01125) on Jan. 27, 2013, to complete a sale of the business to
NatureSweet Limited, absent higher and better offers.

NatureSweet and EuroFresh Farms are two of the leading producers
of high-quality tomatoes in North America.

EuroFresh first filed for Chapter 11 protection (Bankr. D. Ariz.
Lead Case No. 09-07970) on April 21, 2009.  Eurofresh exited
bankruptcy in November 2009 following a deal with majority of
their existing debt holders to convert more than $200 million of
debt into equity.

In the new Chapter 11 case, Frederick J. Petersen, Esq., and Isaac
D. Rothschild, Esq., at Mesch, Clark & Rothschild, P.C., serve as
counsel to the Debtors.

The Official Committee of Unsecured Creditors appointed in the
case has retained Lowenstein Sandler LLP; and Jennings, Strouss &
Salmon, P.L.C., as bankruptcy counsel.


EUROFRESH INC: Asks Court to Deny Toyota's Stay Relief Motion
-------------------------------------------------------------
EF 23, Inc., formerly Eurofresh, Inc., asks the U.S. Bankruptcy
Court for the District of Arizona to deny Toyota Motor Credit
Corporation also known as Toyota Financial Services's motion for
relief from the automatic stay regarding the 2006 Toyota Model
7FGU25 Forklift subject to lease 50075473.

The Debtor says it is current with all payments to Toyota on the
nine leases that it has with Toyota, including the lease subject
to motion for relief from stay.

The Debtor says it anticipates that Zona Acquisition Company, LLC,
the Company that purchased substantially all of the assets of the
Debtor, will request the Debtor to assume and assign all nine of
the Toyota Equipment leases.

According to papers filed with the Court, the invoices from Toyota
and the payment records of the Debtor show that the Debtor is
current on its obligations to Toyota.  Therefore, relief from stay
in not justified for lack of adequate protection.

Counsel for the Debtor may be reached at:

         Michael W. McGrath, Esq.
         Frederick J. Petersen, Esq.
         Isaac D. Rothschild, Esq.
         MESCH, CLARK & ROTHSCHILD, P.C.
         259 North Meyer Avenue
         Tucson, AZ 85701
         Tel: (520) 624-8886
         Fax: (520) 798-1037
         E-mail: mmcgrath@mcrazlaw.com
                 fpetersen@mcrazlaw.com
                 irothschild@mcrazlaw.com

                      About EuroFresh Inc.

EuroFresh, Inc., is America's largest greenhouse grower spanning
318 aces of glass covered facilities.  EuroFresh grows premium
quality, great tasting, certified pesticide residue free
greenhouse tomatoes and cucumbers year-round.  The 274-acre
flagship facility in Willcox, Arizona, is the world's largest.
There's also a second 44-acre acre property in Snowflake, Arizona.
EuroFresh has 964 employees.

EuroFresh filed a Chapter 11 petition (Bankr. D. Ariz. Case No.
13-01125) on Jan. 27, 2013, to complete a sale of the business to
NatureSweet Limited, absent higher and better offers.

NatureSweet and EuroFresh Farms are two of the leading producers
of high-quality tomatoes in North America.

EuroFresh first filed for Chapter 11 protection (Bankr. D. Ariz.
Lead Case No. 09-07970) on April 21, 2009.  Eurofresh exited
bankruptcy in November 2009 following a deal with majority of
their existing debt holders to convert more than $200 million of
debt into equity.

In the new Chapter 11 case, Frederick J. Petersen, Esq., and Isaac
D. Rothschild, Esq., at Mesch, Clark & Rothschild, P.C., serve as
counsel to the Debtors.

The Official Committee of Unsecured Creditors appointed in the
case has retained Lowenstein Sandler LLP; and Jennings, Strouss &
Salmon, P.L.C., as bankruptcy counsel.


EVEN ST. PRODUCTIONS: Sly Stone Can't Quash Ex-Manager's Cases
--------------------------------------------------------------
Scott Flaherty of BankruptcyLaw360 reported that a California
federal judge shot down funk legend Sly Stone's bid to toss two
bankruptcy cases filed by his former manager, despite Stone's
argument that the cases were really attempts to delay trial in a
dispute over $50 million in royalties.

According to the report, U.S. Bankruptcy Judge Julia W. Brand
refused to dismiss the bankruptcy cases of Even Street Productions
Ltd. and Majoken Inc., both owned by Stone's former manager Gerald
Goldstein.  The July 25 order came after a hearing on the issue
held the morning the day before, the report related.

Even St. Productions Ltd. and Majoken, Inc. sought Chapter 11
protection (Bankr. C.D. Cal. Case Nos. 13-24363 and 13-24389) on
May 31, 2013, in Los Angeles.  Krikor J. Meshefejian, Esq., and
David L. Neale, Esq., at Levene Neale Bender Rankin & Brill, LLP,
serve as counsel to the Debtor.  Even St. and Majoken each
estimated assets and debts of $1 million to $10 million.


EXIDE TECHNOLOGIES: Amended DIP Credit Agreement Filed
------------------------------------------------------
BankruptcyData reported that Exide Technologies filed with the
U.S. Bankruptcy Court a notice of filing of amendment number one
for its amended and restated super-priority debtor-in-possession
credit agreement, dated July 12, 2013.

According to the report, the amendment is entered into by and
among the several banks and other financial institutions or
entities from time to time party to this agreement as lenders,
with JPMorgan Chase Bank as agent for the lenders.

The amendment states, "The Company shall not, and shall not permit
its Restricted Subsidiaries to, make or incur, on a consolidated
basis, Capital Expenditures: (a) during any fiscal quarter of the
Company in an amount exceeding the Quarterly CapEx Limit for such
fiscal quarter, (b) during the period of four consecutive fiscal
quarters of the Company ending March 31, 2014 in an amount
exceeding the sum of (i) $85,000,000 plus (ii) the aggregate
amount of all increases permitted for each fiscal quarter included
in such period of four consecutive fiscal quarters pursuant to
clause (ii) of the definition of Quarterly CapEx Limit or (c)
during any period of four consecutive fiscal quarters of the
Company ending after March 31, 2014, in an amount exceeding the
sum of (i) $90,000,000 plus (ii) the aggregate amount of all
increases permitted for each fiscal quarter included in such
period of four consecutive fiscal quarters pursuant to clause (ii)
of the definition of Quarterly CapEx Limit," the report related,
citing court documents.

                    About Exide Technologies

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

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

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

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

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

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

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


EXIDE TECHNOLOGIES: A&M's Caruso to Serve as President and CEO
--------------------------------------------------------------
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 Technologies, effective July 31, to pursue
other opportunities.  In connection with his resignation, Mr.
Bolch has agreed to provide transition services through November
29, 2013.

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.

Ed Mosley, also of Alvarez & Marsal, will be appointed Chief
Restructuring Officer, each effective as of August 1, 2013.

Earlier this month, Exide sought and obtained Bankruptcy Court
authority to employ Alvarez & Marsal and designate Mr. Caruso as
CRO.

A&M may provide additional employees, including from its
professional service provider affiliates as necessary to assist
the CRO in the execution of the duties.

The CRO will, among other things:

   a) lead and direct additional personnel, if any, together and
in cooperation with the chief executive officer, the chief
financial officer and other applicable officers of the Debtor, in
performing a financial review of the Company; and

   b) with the assistance of additional personnel, if necessary,
together and in cooperation with the CEO, the CFO, and other
applicable officers of the Company, identify and, if applicable,
implement cost reduction and operations improvement opportunities.

Specifically, the Debtor has chosen Lazard Freres & Co LLC to act
as its investment banker.  A&M will work closely with Lazard to
prevent any duplication of efforts in the course of advising the
Debtor.

According to court papers, the Debtor has agreed to compensate A&M
$130,000 per month, payable in advance, in consideration for Mr.
Caruso serving as the CRO.  Any partial months will be prorated
based upon the number of days in the month.  The Debtor and A&M
agree further that the Debtor will compensate A&M monthly for the
hourly services rendered by the additional personnel.  The Debtor
agrees to compensate A&M for the services of the additional
personnel at these hourly rates:

         Managing Director                $675 - $875
         Director                         $475 - $675
         Associate/Consultant             $375 - $475
         Analyst                          $275 - $375

To the best of the Debtor's knowledge, A&M does not hold any
interest adverse to the Debtor's estate.

                     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.  The Committee members are:

      1. U.S. Bank, N.A.
         Attn: Timothy Sandell
         60 Livingston Avenue
         St. Paul, MN 55107
         Tel: (651) 466-5867
         Fax: (651) 466-7401

      2. Richardson Molding, Inc.
         Attn: Roger Winslow, P.O. Box 288
         Corydon, IA 50060

      3. HCL America, Inc.
         Attn: Manisha Aurora
         330 Potrero Avenue
         Sunnyvale, CA 94085
         Tel: (408) 523-8441
         Fax: (408) 733-0482

      4. Pension Benefit Guaranty Corporation
         Attn: Dana Cann
         1200 K Street, NW
         Washington, DC 20005
         Tel: (202) 326-4070
         Fax: (202) 842-2643

      5. Esopus Creek Value Series Fund LP - Series "A"
         Attn: Andrew Sole
         1330 Avenue of Americas, Suite 1800
         New York, NY 10019
         Tel: (212) 315-1330

      6. United Steelworkers
         Attn: David Jury
         Five Gateway, Room 807
         Pittsburgh, PA 15222
         Tel: (412) 562-2545
         Fax: (412) 562-2574

      7. Transervice Logistics, Inc.
         Attn: Dennis Schneider
         5 Dakota Drive
         Lake Success, NY 11042
         Tel: (516) 488-3400
         Fax: (516) 213-8414


EXIDE TECHNOLOGIES: Taps Sheppard Mullin as Environmental Counsel
-----------------------------------------------------------------
Sheppard Mullin Richter & Hampton LLP is working as special
counsel for Exide Technologies to perform legal services attendant
to environmental issues in connection with the Chapter 11 case.

In 2008, Exide retained Sheppard Mullin to advise the Debtor with
respect to a variety of significant environmental matters.
Sheppard Mullin's duties have included and will continue to
include advising the Debtor with regard to the effective shutdown
of the Debtor's Vernon, California secondary lead-recycling
facility and related matters.

To the best of the Debtor's knowledge, Sheppard Mullin does not
represent or hold any interest adverse to the Debtor or its estate
with respect to the matters on which Sheppard Mullin is to be
employed.

As of the Petition Date, Sheppard Mullin holds a prepetition claim
for $393,778 for services rendered to the Debtor.  In the ninety
days prior to the Petition Date, the Debtor paid Sheppard Mullin
$700,996.

As reported by the Troubled Company Reporter on July 16, 2013, the
Debtor received the green light from the Court to employ Sheppard
Mullin as special counsel.

                     About Exide Technologies

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

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

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

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

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

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

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


EXIDE TECHNOLOGIES: Sitrick and Co. Working as PR Consultants
-------------------------------------------------------------
Sitrick and Company is working as corporate communications and
public relations consultants to Exide Technologies.  Sitrick will,
among other things:

   a) develop and implement communications programs and related
strategies and initiatives for communications with the Debtor's
key constituencies (including customers, employees, vendors,
bondholders, related key constituencies, and the media) regarding
the Debtor's operations and progress through the chapter 11
process;

   b) develop public relations initiatives for the Debtor to
maintain public confidence and internal morale during the chapter
11 process; and

   c) prepare press releases and other public statements for the
Debtor, including statements relating to major chapter 11 events.

The hourly rates charged by Sitrick professionals anticipated to
be assigned to the case are:

         Brenda Adrian                 $625
         AnitaMarie Laurie             $625
         Ashley Cantwell               $235

Sitrick may involve other professionals employed by Sitrick with
similar experience and rates to implement communications
strategies as may be necessary from time to time.

The Debtor paid Sitrick $110,000 as an initial retainer, and
replenished that amount from time to time prior to the Petition
Date.  As of the Petition Date, Sitrick had approximately $42,000
remaining and on hand from the total retainer amounts which is
available for payment of additional fees and costs incurred
postpetition.

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

As reported by the Troubled Company Reporter on July 16, 2013, the
Debtor received the green light from the Court to employ Sitrick.

                     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.


FERRAIOLO CONSTRUCTION: Says Bank Doesn't Have Lien on Vehicles
---------------------------------------------------------------
Ferraiolo Construction, Inc., has filed papers asking the
Bankruptcy Court to enter a declaratory judgment determining and
holding that The Bank of Maine does not have valid, perfected or
enforceable security interests in the unencumbered motor vehicles;
and that those unencumbered motor vehicles are not collateral for
the indebtedness.

BOM is an FDIC-insured state chartered savings bank with its
principal place of business in Portland, Maine.  BOM is the
Debtor's primary secured lender.  On the bankruptcy filing date,
the Debtor was indebted to BOM in the approximate amount of
$11,000,000, inclusive of principal, interest and other charges.

According to the Debtor, although BOM has a valid, perfected and
enforceable security interest in many assets of the Debtor, it
does not have a valid, perfected, or enforceable security interest
in certain titled motor vehicles (unencumbered motor vehicles)
owned by the Debtor.  The Debtor asserts that because of BOM's
failure to take appropriate steps to create or perfect a security
interest in the unencumbered motor vehicles, the Debtor is
entitled to issuance of a declaratory judgment that that (a) BOM
does not have valid, perfected and enforceable security interests
in the Unencumbered Motor Vehicles; and (b) that those
Unencumbered Motor Vehicles are not collateral for the
indebtedness.

                   About Ferraiolo Construction

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

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

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

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

The Plan filed in the Debtor's case provides for the settlement
and satisfaction by the Debtor of all Classes of Claims identified
in the Plan in the amounts and over the timeframes.  The thrust of
the Debtor's plan is a reorganization around a streamlined
business model that sheds unprofitable business assets and retains
core assets and business] lines.


FIRST SECURITY: Shareholders Elect 10 Directors
-----------------------------------------------
At the annual meeting of shareholders of First Security held on
July 24, 2013, the shareholders:

  (a) elected as directors Joseph D. Decosimo, Henchy R. Enden,
      William F. Grant, III, William C. Hall, Adam G. Hurwich,
      Carol H. Jackson, Kelly P. Kirkland, Michael Kramer,
      Robert R. Lane and Larry D. Mauldin to serve until the 2014
      annual shareholder meeting and until their successors have
      been elected and qualified;

  (b) approved the compensation of First Security's executive
      officers;

  (c) indicated "every year" as the desired frequency of future
      advisory vote on executive compensation;

  (d) approved the First Amendment to the First Security Group,
      Inc. 2012 Long-Term Incentive Plan, increasing the number of
      shares reserved for issuance under the Plan from 175,000 to
      6,250,000;

  (e) approved the Tax Benefit Preservation Plan designed to
      preserve certain tax benefits associated with First
      Security's net operating losses;

  (f) approved an amendment to First Security's Articles of
      Incorporation permitting the Board to effect a one-for-ten
     (1-for-10) reverse stock split of First Security's common
      stock;

  (g) ratified the appointment of Crowe Horwath, LLP, as First
      Security's independent public accounting firm for the fiscal
      year ending Dec. 31, 2013.

First Security does not anticipate effecting the reverse stock
split until after the completion of the previously announced
Rights Offering.

                   Board OKs Equity Compensation

The Compensation Committee of the Board of Directors of First
Security approved equity compensation for certain of the Company's
directors and executive officers.  In aggregate, the equity
compensation consisted of 620,000 shares of restricted stock and
1,595,000 stock options.

The restricted stock vests in three annual installments, with all
shares fully vesting on July 24, 2016, subject to the recipient's
continued employment with First Security.  The recipients of the
restricted stock awards may vote their shares prior to vesting.
Dividends, if any, will be held on the recipient's behalf until
vesting.  The market price of First Security common stock on the
date of the grant was $2.33.  The restricted stock awards are
subject to other terms and conditions of the First Security Group,
Inc. 2012 Long-Term Incentive Plan and as set forth in the
specific restricted stock award.

The stock options are exercisable for shares of First Security's
common stock at the exercise price of $2.33, the closing price on
the date of the grant.  The incentive stock options vest over a
three year period and expire on July 24, 2023. The stock options
are subject to other terms and conditions of t he First Security
Group, Inc. 2012 Long-Term Incentive Plan and to the specific
stock award.

                   About First Security Group

First Security Group, Inc., is a bank holding company
headquartered in Chattanooga, Tennessee, with $1.2 billion in
assets as of Sept. 30, 2010.  Founded in 1999, First
Security's community bank subsidiary, FSGBank, N.A., has 37 full-
service banking offices, including the headquarters, along the
interstate corridors of eastern and middle Tennessee and northern
Georgia and 325 full-time equivalent employees.  In Dalton,
Georgia, FSGBank operates under the name of Dalton Whitfield Bank;
along the Interstate 40 corridor in Tennessee, FSGBank operates
under the name of Jackson Bank & Trust.

In the auditors' report accompanying the financial statements for
year ended Dec. 31, 2011, Joseph Decosimo and Company, PLLC, in
Chattanooga, Tennessee, expressed substantial doubt about the
Company's ability to continue as a going concern.  The independent
auditors noted that the Company has recently incurred substantial
losses.  The Company is also operating under formal supervisory
agreements with the Federal Reserve Bank of Atlanta and the Office
of the Comptroller of the Currency and is not in compliance with
all provisions of the Agreements.  Failure to achieve all of the
Agreements' requirements may lead to additional regulatory
actions.

The Company reported a net loss of $23.06 million in 2011, a net
loss of $44.34 million in 2010, and a net loss of $33.45 million
in 2009.  The Company's balance sheet at March 31, 2013, showed
$1.04 billion in total assets, $1.01 billion in total liabilities
and $20.99 million in total shareholders' equity.


FREESEAS INC: Issues 1-Mil. Add'l Settlement Shares to Hanover
--------------------------------------------------------------
FreeSeas Inc. issued and delivered to Hanover Holdings I, LLC, an
aggregate of 1,000,000 additional settlement shares.

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

Pursuant to the terms of the Settlement Agreement, the Company
issued and delivered to Hanover 890,000 shares of the Company's
common stock, $0.001 par value, and between July 2, 2013, and
July 22, 2013, the Company issued and delivered to Hanover an
aggregate of 3,808,000 additional settlement shares.

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

                        http://is.gd/qPM3oR

                         About FreeSeas Inc.

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

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

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

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


FREESEAS INC: Issues $775,000 Additional Shares to Hanover
----------------------------------------------------------
FreeSeas Inc. issued and delivered to Hanover Holdings I, LLC, an
aggregate of 775,000 additional settlement shares.

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

Pursuant to the terms of the Settlement Agreement approved by the
Order, on June 26, 2013, the Company issued and delivered to
Hanover 890,000 shares of the Company's common stock, $0.001 par
value, and between July 2, 2013, and July 23, 2013, the Company
issued and delivered to Hanover an aggregate of 4,808,000
Additional Settlement Shares.

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

                         http://is.gd/TkDIE1

                         About FreeSeas Inc.

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

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

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

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


GENERAL STEEL: Fails to Comply with NYSE Min. Bid Price Rule
------------------------------------------------------------
General Steel Holdings, Inc., was notified by the New York Stock
Exchange that the Company has fallen below the NYSE's continued
listing standard that requires a minimum average closing price of
$1.00 per share over 30 consecutive trading days.

Under the NYSE rules, the Company has a cure period of six months
from receipt of the notice to cure the deficiency by regaining
compliance with the minimum share price requirement.  The Company
can regain compliance at any time during the six-month cure period
if on the last trading day of any calendar month during the cure
period, the Company has a closing share price of at least $1.00
and an average closing share price of at least $1.00 over the 30
trading-day period ending on the last trading day of that month.

Subject to compliance with the NYSE's other continued listing
requirements and subject to ongoing oversight, the Company's
common stock will continue to be listed and trade on the NYSE
during the six-month cure period.  The Company has notified the
NYSE following its receipt of the notice to indicate its intent to
cure this deficiency.  The Company intends to actively monitor the
closing bid price of its common stock during the cure period, and
will evaluate available options to resolve this deficiency and
regain compliance with the NYSE rules.  The Company's business
operations and SEC reporting requirements are not affected by the
receipt of the NYSE notification.

"We remain focused on bringing the Company current in its
reporting obligations and on improving fundamentals," said John
Chen, chief financial officer of General Steel.  "We are
encouraged by the improving results achieved in the fourth quarter
of 2012, and we continue to make subsequent progress in our
business processes.  We have already completed the filing of our
financial reports for 2011 and 2012, and we anticipate reporting
our first quarter 2013 financial results and hosting a live
conference call with investors as soon as practical in August.  We
are committed to regaining compliance with the NYSE listing
standards and look forward to updating shareholders about our
business strategy and operating plans soon."

                   About General Steel Holdings

General Steel Holdings, Inc., headquartered in Beijing, China,
produces a variety of steel products including rebar, high-speed
wire and spiral-weld pipe.  The Company has operations in China's
Shaanxi and Guangdong provinces, Inner Mongolia Autonomous Region
and Tianjin municipality with seven million metric tons of crude
steel production capacity under management.  For more information,
please visit www.gshi-steel.com.

General Steel incurred a net loss of $231.93 million on $1.96
billion of sales for the year ended Dec. 31, 2012, as compared
with a net loss of $283.29 million on $2.45 billion of sales for
the year ended Dec. 31, 2011.  As of Dec. 31, 2012, the Company
had $2.65 billion in total assets, $3.08 billion in total
liabilities and a $436 million total deficiency.


GGW BRANDS: 'Girls Gone Wild' Fights Trustee's Deal With Wynn
-------------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that the bankrupt
company behind the racy "Girls Gone Wild" videos balked at a
settlement struck between its court-appointed trustee and casino
magnate Steve Wynn, claiming the deal is based on the faulty
premise that the company is liable for the debts its founder owes
Wynn.

According to the report, the settlement, secured last week by GGW
Brands LLC trustee R. Todd Neilson, frees up $800,000 for the
bankruptcy estate in return for allowing $28 million -- or 90
percent -- of Wynn's claims against GGW.

                         About GGW Brands

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

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

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

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


GLYECO INC: Amends Report on Change of Accounting Firm
------------------------------------------------------
The Board of Directors of GlyeCo, Inc., previously appointed
Semple, Marchal & Cooper, LLP, to be the Company's independent
registered public accountant for the fiscal year ending Dec. 31,
2013.  Concurrent with the appointment of Semple Marchal, the
Board dismissed Jorgensen & Co., which served as the Company's
independent registered public accountant for the fiscal years
ended Dec. 31, 2012, and Dec. 31, 2011.

The reports provided by Jorgensen & Co. in connection with the
Company's financial statements for the fiscal years ended Dec. 31,
2012, and Dec. 31, 2011, did not contain any adverse opinion or
disclaimer of opinion, nor were those reports qualified or
modified as to uncertainty, audit scope, or accounting principles,
except that they contained an explanatory paragraph in respect to
the substantial doubt of the Company's ability to continue as a
going concern.

During the two most recent fiscal years and through July 15, 2013,
there was only one disagreement between the Company and Jorgensen
& Co.  The disagreement was in connection with the audit of the
Company's financial statements for the fiscal year ended Dec. 31,
2012, and concerned the fair market value of shares issued in non-
monetary transactions.  The view of Jorgensen & Co. was that
market conditions for the cash sale of securities (at $0.50)
weighed heavily in the valuation of the shares, notwithstanding
contractual agreements (at $1.00) for the parties to the non-
monetary exchanges.  The Board did not directly discuss the
subject matter of the disagreement with Jorgensen & Co., and the
disagreement was ultimately resolved to the satisfaction of
Jorgensen & Co.  The Company has authorized Jorgensen & Co. to
respond fully to any inquiries of Semple, Marchal & Cooper LLP
concerning the subject matter of the disagreement.

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

                        http://is.gd/tE3WVT

                        About GlyEco, Inc.

Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company
formed to roll-out its proprietary and patent pending glycol
recycling technology that transforms waste glycols, a hazardous
material, into profitable green products.

Glyeco disclosed a net loss of $1.86 million on $1.26 million of
net sales for the year ended Dec. 31, 2012, as compared with a net
loss of $592,171 on $824,289 of net sales for the year ended Dec.
31, 2011.  The Company's balance sheet at March 31, 2013, showed
$9.16 million in total assets, $2.63 million in total liabilities
and $6.53 million in total stockholders' equity.

Jorgensen & Co., in Lehi, UT, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has not yet achieved profitable operations and is
dependent on its ability to raise capital from stockholders or
other sources and other factors to sustain operations.  These
factors, among other matters, raise substantial doubt that the
Company will be able to continue as a going concern.


GRANITE SHOALS: S&P Revises Outlook to Pos. & Affirms 'BB+' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to positive
from stable on Granite Shoals, Texas' outstanding certificates of
obligation (CO).

"The outlook revision reflects the city's focus on stabilizing the
structural financial imbalance through the amendment of its tax
rate distribution between maintenance and debt service, from
revenues trending above budgeted expectations, and from favorable
expenditures trending slightly below budgeted levels through the
first six months of the fiscal year," said Standard & Poor's
credit analyst Todd Helman.

In addition, Standard & Poor's affirmed its 'BB+' long-term rating
on the city's outstanding COs.

The long-term rating continues to reflect S&P's view of the
city's:

   -- Structural imbalance, albeit improving, as evidenced by its
      trend of general fund deficits despite transfers and
      interfund loans for the past three fiscal years;

   -- Borrowing cash from the debt service fund to provide
      liquidity to the general fund; and

   -- Limited economic employment base, which is reflected in
      adequate wealth and income levels.

These credit weaknesses are partly offset by S&P's opinion of the
city's:

   -- Location in Texas' Highland Lakes tourist area, which
      attracts retirees and second home buyers;

   -- Utility system that continues to subsidize the general fund;
      and

   -- Increased tax rate although it remains below the majority of
      surrounding cities, providing additional revenue-raising
      flexibility.

An ad valorem property tax within the limits prescribed by law, as
well as the city's combined waterworks and sanitary sewer system
surplus net revenues, secures the certificates.  In practice,
however, the city makes debt service payments on the certificates
with water and sewer revenues.


GREYSTONE LOGISTICS: Delays Special Meeting of Shareholders
-----------------------------------------------------------
Greystone Logistics, Inc., filed on June 18, 2013, a Schedule
13E-3 and a Preliminary Proxy Statement on Schedule 14A, each
relating to a special meeting of the shareholders of the Company
to be held on Aug. 2, 2013.  The sole matter to be voted upon at
the Special Meeting of the Shareholders is to approve an amendment
to the Company's Certificate of Incorporation, which would
authorize a 1 for 10,000 reverse stock split of the Company's
Common Stock and a cash payment per share for resulting fractional
shares equal to $0.50.

The Company has decided to delay the date of the Special Meeting
of Shareholders until such later time as the Company can amend the
Schedule 13E-3 and the Preliminary Proxy Statement to:

    (i) respond to comments received by the Company from the
        U.S. Securities and Exchange Commission;

   (ii) incorporate into the Preliminary Proxy Statement by
        reference the Company's Annual Report on Form 10-K for the
        year ended May 31, 2013;

   (iii) attach as an exhibit to the Preliminary Proxy Statement
         that Annual Report on Form 10-K for the year ended
         May 31, 2013; and

    (iv) set a new record date and a new special meeting date for
         the Special Meeting of Shareholders of the Company.

                      About Greystone Logistics

Tulsa, Okla.-based Greystone Logistics, Inc. (OTC BB: GLGI.OB -
News) -- http://www.greystonelogistics.com/-- manufactures and
sells plastic pallets through its wholly owned subsidiary,
Greystone Manufacturing, LLC.  Greystone sells its pallets through
direct sales and a network of independent contractor distributors.
Greystone also sells its pallets and pallet leasing services to
certain large customers direct through its President, Senior Vice
President of Sales and Marketing and other employees.

Greystone reported net income of $2.49 million for the year ended
May 31, 2012, compared with a net loss of $847,204 during the
prior fiscal year.  The Company's balance sheet at
Feb. 28, 2013, showed $12.71 million in total assets, $18.15
million in total liabilities and a $5.44 million total deficit.


GROVES IN LINCOLN: Aug. 20 Hearing to Confirm Chapter 11 Plan
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts will
convene a hearing on Aug. 20, 2013, at 11:30 a.m., to consider the
confirmation of The Groves in Lincoln, Inc. et al.'s Chapter 11
Plan.  Objections, if any, are due Aug. 13.

The Court approved the Disclosure Statement explaining the
Debtors' Second Amended Plan dated July 9, 2013.

Ballot accepting or rejecting the Plan are due Aug. 13, 2013.

As reported by the Troubled Company Reporter on July 19, 2013, the
Plan provides that all proceeds from the sale of the Debtors'
assets -- together with funds held by the Debtors and by Wells
Fargo as trustee of the Debtors' bondholders -- will be paid to
the Debtors' creditors, the majority of which are bondholders,
subject to payment of expenses of the Debtors' Chapter 11 cases.

The Disclosure Statement reveals that the Debtors got a stalking
horse bid for the assets from BSL Lincoln, Inc.  They did not
receive any higher or better offers for the assets by the June 3
bid submission deadline.  The Court approved the sale on June 12
and the sale of the assets to BSL Lincoln for $30 million was
successfully closed on June 28.

Under the Plan, payments to bondholders will be made by the Bond
Trustee.  Payments to other creditors will be made by a Plan
Trustee appointed to administer the Plan.

Distributions are projected as follows:

* For bondholders, the funds wired to or retained by the Bond
  Trustee are projected to yield 48 percent to 63 percent (based
  on the series of Bonds owned) in the event that Contingent
  Payment is made by BSL in the maximum amount provided by the
  Asset Purchase Agreement, and 44 percent to 57 percent (based
  upon the series of Bonds owned) in the event the Contingent
  Payment is not made.

* Holders of an administrative claim or other type of priority
  claim, or a secured claim other than Bonds, will be paid the
  full amount you are owed.

* General unsecured claims will receive a pro rata share of the
  General Unsecured Fund.  The General Unsecured Fund will be
  funded in an amount equal to 50 percent of the total amount
  of Allowed General Unsecured Claims, but not in an amount
  greater than $32,500.  The Debtors forecast that the Allowed
  General Unsecured Claims will total approximately $68,000.
  If the forecast is correct, the holder of Allowed General
  Unsecured Claims will be paid 48 percent of the Allowed Amount
  of their Claims.  However, the inherent difficulties of
  forecasting Allowed Claims in any bankruptcy case mean that
  creditors should not rely on this forecast.  Holders of General
  Unsecured Claims will not receive any interest on account of
  their Allowed Claims.

The Plan was signed by Toby Shea, chief financial officer of The
Groves in Lincoln, Inc. and The Apartments at the Groves, Inc.

A full-text copy of the Disclosure Statement dated July 9 is
available for free at:

      http://bankrupt.com/misc/GROVESinLINCOLN_DSJul9.PDF

                     About Groves in Lincoln

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

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

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

The Official Committee of Unsecured Creditors is represented by
George W. Tetler, III, Esq.


HAMPTON CAPITAL: Court OKs Lien Release Agreement with Panel, BofA
------------------------------------------------------------------
On July 12, 2013, the U.S. Bankruptcy Court for the Middle
District of North Carolina approved the lien release agreement
dated as of May 31, 2013, among Hampton Capital Partners, LLC, the
Official Committee of Unsecured Creditors and Bank of America,
N.A., it its capacities as DIP Lender and Pre-Petition Lender.

Pursuant to the Order of the Court, without limiting the terms of
the Agreement, the Closing Date Lender Claims and amounts to be
paid to Bank of America pursuant to the Agreement are finally
allowed as fully secured claims in the Bankruptcy Case pursuant to
Sections 502 and 506 of the Bankruptcy Code and will not be
subject to objection, avoidance, reconsideration, setoff,
surcharge, recoupment, subordination, recharacterization,
disgorgement, refund, or other challenge of any kind by the
Debtor, the Committee or any creditor or party in interest in the
Bankruptcy Case.

The Challenge Deadline and the 506(b) Claim Objection Deadline
established in the Final Financing Order and the Stipulation have
expired and may not be reopened or extended.  Bank of America will
be entitled to retain permanently all payments and proceeds of
Collateral received by it from the Debtor or its Estate on account
of amounts at any time owed under the Pre-Petition Loan Documents
or the Post-Petition Loan Documents, and no payments or proceeds
at any time received by Bank of America will be subject to
disgorgement, refund or return for any reason.  To the extent that
any party in interest asserts a lien or other in rem claim with
respect to the Debtor's assets or proceeds thereof, such lien or
other in rem claim (to the extent valid, unavoidable and otherwise
enforceable) will encumber only excess proceeds of Collateral in
the possession of the Debtor.

Upon the Effective Date, Claim No. 28 filed by Pre-Petition Lender
in the Bankruptcy Case on or about Jan. 24, 2013, in the principal
amount of $10,010,414, will be deemed satisfied and withdrawn
without prejudice to Bank of America's claims and rights to retain
all payments and proceeds heretofore or hereafter received by Bank
of America.

                  About Hampton Capital Partners

Hampton Capital Partners, LLC, an Aberdeen, N.C.-based
manufacturer of residential and commercial tufted carpets under
the Gulistan name, filed a Chapter 11 petition (Bankr. M.D.N.C.
Case No. 13-bk-80015) on Jan. 7, 2013.

The Company has been producing carpet under the Gulistan name
since 1924, although it traces its roots back to 1818, when an
Armenian textile importer established a business in Turkey.  The
company began manufacturing carpet in Aberdeen in 1957, and was
acquired by J.P. Stevens & Co. Inc. in 1964.  Over the last 25
years, Gulistan Carpet has undergone several ownership changes.
In addition to its headquarters and manufacturing operations in
Aberdeen, the company has a plant in Wagram, N.C.

John Paul H. Cournoyer, Esq., at Northen Blue, LLP, serves as
counsel to the Debtor.  Getzler Henrich & Associates LLC is the
financial consultant.

Five creditors have been appointed to serve on the Official
Committee of Unsecured Creditors.  The Committee tapped Lowenstein
Sandler LLP as its counsel and Wilson and Ratledge PLLC as its
North Carolina counsel.  The Committee also tapped BDO Consulting,
a division of BDO USA LLP, as its financial advisors.


HAMPTON LAKE: Cherry Bekaert Approved as Audit and Tax Accountants
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
authorized Hampton Lake, LLC, to employ Cherry Bekaert LLP as
audit and tax accountants.

As reported by the Troubled Company Reporter on June 18, 2013,
Alan Robinson, a partner at Cherry Bekaert, says that because of
firm's experience in accounting, auditing and tax and Firm's
prior performance of those services to the Debtors, the Debtors
have requested that the Firm act as their independent auditor and
tax preparer.

According to Mr. Robinson, professionals expected to provide
services to the Debtor include:

            Professional                     Hourly Rate
            ------------                     -----------
      Timothy Cherry, tax partner               $300
      Alan Robinson, audit partner              $300
      Sarah McGregor, tax senior manager        $265
      Aaron Parris, audit senior manager        $265
      Brandon Finn, audit senior staff          $175

Mr. Robinson attests to the Court that the Firm does not hold or
represent an interest adverse to the Debtor or its estate and that
Firm is a disinterested person as that term is defined in U.S.C.
Section 101(14).

                       About Hampton Lake

Hampton Lake, LLC, filed a Chapter 11 petition (Bankr. D. S.C.
Case No. 13-02482) in Charleston, South Carolina on April 29,
2013.  G. William McCarthy, Jr., Esq. and Daniel J. Reynolds, Jr.,
Esq., at McCarthy Law Firm, LLC, serve as counsel to the Debtor.

The Debtor operates the Hampton Lake Subdivision in Bluffton,
South Carolina.  The Debtor disclosed $23.4 million in total
assets and $48.4 million in liabilities in its schedules.

The Debtor has a Chapter 11 plan that contemplates selling
the remaining 235 lots over the next three years to generate cash
covering payments to creditors under the plan.  The plan calls for
paying about 88.5 percent of the first-lien debt by selling out
the project in the next three years.  The noteholders are slated
for an 8.75 percent recovery.


HAMPTON LAKE: Gets OK to Hire Reed Development as Manager
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina has
authorized Hampton Lake, LLC, to employ Reed Development, Inc., as
the Debtor's manager.

Reed was designated to operate the Debtor's business prepetition
pursuant to an operating agreement.

The Debtor and manager have agreed that as compensation for its
postpetition services, the manager will be paid monthly management
fees of $30,000 per month in 2013, and will be reduced to $27,771
per month in 2014 and $19,438 per month in 2015.

John P. Reed, president of the manager, attests to the Court that
the firm is a disinterested party within the meaning of 11 U.S.C.
Section 101(14).

                       About Hampton Lake

Hampton Lake, LLC, filed a Chapter 11 petition (Bankr. D. S.C.
Case No. 13-02482) in Charleston, South Carolina on April 29,
2013.  G. William McCarthy, Jr., Esq. and Daniel J. Reynolds, Jr.,
Esq., at McCarthy Law Firm, LLC, serve as counsel to the Debtor.

The Debtor operates the Hampton Lake Subdivision in Bluffton,
South Carolina.  The Debtor disclosed $23.4 million in total
assets and $48.4 million in liabilities in its schedules.

The Debtor has a Chapter 11 plan that contemplates selling the
remaining 235 lots over the next three years to generate cash
covering payments to creditors under the plan.  The plan calls for
paying about 88.5 percent of the first-lien debt by selling out
the project in the next three years.  The noteholders are slated
for an 8.75 percent recovery.


HAMPTON LAKE: Hampton Lake Realty Approved as Real Estate Agent
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina has
authorized Hampton Lake, LLC, to employ Hampton Lake Realty, LLC
as real estate agent.

As reported by the Troubled Company Reporter on June 18, 2013, the
agent is a wholly owned subsidiary and an insider of the Debtor.
The agent has operated as the Debtor's real estate sales agent for
the sale of the Debtor's developer lots since the Debtor's
inception.  The Debtor wants to continue its use of the agent's
services in the ordinary course of business and according to their
ordinary terms during the Chapter 11 proceeding because of the
agent's familiarity and experience with the Debtor's business
operations and real property.

The Debtor and the agent have agreed that as compensation for its
services, the agent will be paid a blended commission of 7.3% from
the gross purchase price for each of the developer lot closings
plus certain ordinary sales incentives as set forth in the cash
collateral orders entered by the Court.

Kenneth Lewis, the broker-in-charge of the agent, attests to the
Court that the Firm is a disinterested party within the meaning of
11 U.S.C. Section 101(14).

                       About Hampton Lake

Hampton Lake, LLC, filed a Chapter 11 petition (Bankr. D. S.C.
Case No. 13-02482) in Charleston, South Carolina on April 29,
2013.  G. William McCarthy, Jr., Esq. and Daniel J. Reynolds, Jr.,
Esq., at McCarthy Law Firm, LLC, serve as counsel to the Debtor.

The Debtor operates the Hampton Lake Subdivision in Bluffton,
South Carolina.  The Debtor disclosed $23.4 million in total
assets and $48.4 million in liabilities in its schedules.

The Debtor has a Chapter 11 plan that contemplates selling the
remaining 235 lots over the next three years to generate cash
covering payments to creditors under the plan.  The plan calls for
paying about 88.5 percent of the first-lien debt by selling out
the project in the next three years.  The noteholders are slated
for an 8.75 percent recovery.


HANDY HARDWARE: Wins Confirmation of 2nd Amended Plan
-----------------------------------------------------
Handy Hardware Wholesale, Inc., won confirmation of its Modified
Second Amended Plan of Reorganization at the hearing on July 25.

The Debtor also won permission to acquire tail insurance coverage
for its director and officer liability.

On June 20, the Bankruptcy Court authorized Handy Hardware to
enter into a plan support agreement dated May 31, 2013, entered
among the Debtor, Littlejohn Management Holdings, LLC, and
Littlejohn's affiliate, HH Acquisition LLC (buyer).

The plan support agreement forms basis for the Debtor's amended
plan.  The plan support agreement provides the opportunity for
continued business operations under new ownership of buyer,
through the sale of substantially all of the Debtor's assets under
what the debtor expects will be a consensual Amended Plan.

As reported by the Troubled Company Reporter, the Plan will hand
ownership of the Debtor to Littlejohn Management Holdings in
return for a $4 million contribution to cover wind-down costs for
the estate and pay unsecured creditors on a pro-rated basis.

The Plan proposes to pay or roll over working capital financing
from first-lien lender Wells Fargo Bank NA.  Capital One Bank USA
NA, with liens on warehouses in Houston and Meridian, Mississippi,
will receive title to both facilities and lease the Houston
property back to the purchaser.  The Mississippi warehouse was
closed.  Capital One is owed $25.8 million.

The Plan says unsecured creditors will have allowed claims of
$35 million to $56 million, and are projected to recoup 8 percent
to 12 percent.  For unsecured creditors, a significant feature the
Plan is the waiver of claims to sue for preferences, or payments
received with 90 days of bankruptcy.

Equity interests in the Debtor will be extinguished.

The Amended Plan, as outlined in the plan support agreement, would
provide for, among other things: (i) indefeasible payment in full
in cash of the Debtor's DIP financing facility provided by Wells
Fargo on or before Aug. 9, 2013; (ii) payment or assumption of
allowed administrative claims in full, including all allowed
claims under Section 403(b)(9); (iii) funding of a significant
contribution ($4,000,000) to provide a pro rata return to holders
of general unsecured claim and fund a budget for the wind-down of
the Debtor's estate; (iv) waiver of substantially all avoidance
actions, except for certain parties that will be specifically
identified as part of the plan supplement; and establishment by
buyer of a loyalty program for certain qualifying members who wish
to continue to do business with Handy post-effective date.

A copy of the plan support agreement is available for free at
http://bankrupt.com/misc/HANDYHARDWARE_plansupportagreement.pdf

As evidenced by the Voting Certification, Classes 1 and 5, each
Impaired Classes under the Plan, have voted to accept the plan.
Class 2, 3, and 4, which are unimpaired are conclusively presumed
to have accepted the Plan.  Holders of Section 510(b) Claims in
Class 6 of the plan and Holders of Equity Interests in Class 7 of
the Plan are impaired and deemed to reject; thus Section
1129(a)(8) of the Bankruptcy Code is not satisfied.  This
notwithstanding, according to the Confirming Order, the Plan is
confirmable because it satisfies Section 1129(b) of the Bankruptcy
Code to each Class.

A copy of the Modified Second Amended Plan of Reorganization is
available at http://bankrupt.com/misc/handyhardware.doc698.pdf

                         $28.3 Million

According to Bloomberg calculations, the deal is valued at about
$28.3 million.  Littlejohn will make a contribution of $4 million
for unsecured creditors, pay off the bankruptcy financing which is
to be no more than $14.5 million, make a contribution to pay
503(b)(9) creditors which is estimated to be about $4.8 million
and take on liabilities not to exceed $5 million, court papers
show. 503(b) (9) claims refer to the section of the U.S.
Bankruptcy Code about creditors that have supplied goods within
the 20 days preceding a company's bankruptcy filing.

"This is an important milestone for the future growth of
Handy Hardware," Doug Miller, who will serve as the interim chief
executive officer of Handy Hardware, said in the statement.  "With
the additional financial and operating resources of Littlejohn,
our future outlook is bright," he added.

                      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.


HANDY HARDWARE: Can Acquire D&O Tail Insurance Coverage
-------------------------------------------------------
On July 25, 2013, the U.S. Bankruptcy Court for the District of
Delaware granted Handy Hardware Wholesale, Inc., permission to
acquire tail insurance coverage for its existing directors and
officers.

On July 18, 2013, the Debtor sought authorization from the
Bankruptcy Court to purchase a three-year extension of its
existing director and officer liability policy.

According to papers filed with the Court, the Debtor maintains
liability insurance for the benefit of itself and its directors
and officers covering claims for, among other things, breach of
fiduciary duties (the "D&O Insurance").

The D&O Insurance policy maintained by the Debtor includes an
aggregate policy of $7 million issued by National Union Fire
Insurance Company of Pittsburgh, Pa.  Although the current policy
does not expire until Jan. 1, 2014, the change of control
occurring upon the Plan's Effective Date will cause the D&O
Insurance to lapse on the Effective Date, according to the Debtor.

The Debtor has reached an agreement with National Union for a
three year extension of the D&O Insurance to provide "tail
coverage" for the Debtor's directors of and officers.  The policy
premium for the tail coverage is approximately $19,425.

The Debtor says HH OPCO LLC and Littlejohn Management Holdings,
LLC, the proposed acquirer of substantially all of the Debtor's
assets pursuant to the Debtor's Second Amended Plan, have
consented to the Debtor incurring the additional cost of the Tail
Coverage, which will be assumed by the Littlejohn Parties as part
of the overall acquisition of the Debtor's assets.

Counsel for the Debtor may be reached at:

         William P. Bowden, Esq.
         Gregory A. Taylor, Esq.
         Amanda Winfree Hermann, Esq.
         Stacy L. Newman, Esq.
         ASHBY & GEDDES, P.A.
         500 Delaware Avenue, 8th Floor
         P.O. Box 1150
         Wilmington, DE 19899
         Tel: (302) 654-1888
         Fax: (302) 654-2067

                      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.  The Committee sought and obtained court
permission to retain PricewaterhouseCooopers as its financial
advisor, Lowenstein Sandler LLP as its counsel, and The
Rosner Law Group LLC as its Delaware counsel.

Attorneys at Gellert Scali Busenkell & Brown, LLC, represent he
Official Committee of Equity Security Holders as counsel.

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


HANDY HARDWARE: Court Okays Compromise With Delinquent Customers
----------------------------------------------------------------
On July 24,2013, the U.S. Bankruptcy Court for the District of
Delaware granted the motion of Handy Hardware Wholesale, Inc., to
approve the settlements with Oglethorpe Builders Supply, Inc.,
Mac's Building Supply and Madisonville Hardware & Lumber LLC, for
the payment of the Settling Parties' delinquent accounts, pursuant
to Rule 9019 of the  Federal Rules of Bankruptcy Procedure.

Prior to the Petition Date, each of the proposed Settling Parties
was a customer of the Debtor that purchased goods from the Debtor
in the ordinary course of business.  Due to the nature of the
Debtor's business, and its ownership structure, the Debtor's
customers are also its members and equity holders.

On or about May 24 and June 27, 2013, the Debtor sent each of the
Settling Parties a letter demanding prompt payment of the
delinquent outstanding balances and informing them that absent
timely receipt of payment, the Debtor would commence litigation to
recover the amounts owed.

Pursuant to the respective Settlement Agreements, in full and
final satisfaction of the outstanding balance of the accounts
receivable for each of the Settling Parties, within ten (10) days
of the date of the Settlement Agreements, each of the Settling
Parties will pay the Settlement Amount to the Debtor's undersigned
counsel, which amount will be held in escrow pending approval of
the Motion.

In the event any of the Settling Parties fail to timely pay the
Settlement Amount, the Debtor will be entitled to (i) terminate
the Settlement Agreement and (ii) prosecute any and all claims and
causes of action it may have against the Settling Party as if the
Settlement Agreement had never been reached.

                      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.  The Committee sought and obtained court
permission to retain PricewaterhouseCooopers as its financial
advisor, Lowenstein Sandler LLP as its counsel, and The
Rosner Law Group LLC as its Delaware counsel.

Attorneys at Gellert Scali Busenkell & Brown, LLC, represent he
Official Committee of Equity Security Holders, as counsel.

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


HAWKER BEECHCRAFT: Whistleblowers' $2.3BB Suit Nixed as Untimely
----------------------------------------------------------------
Andrew Scurria of BankruptcyLaw360 reported that a New York
bankruptcy judge dismissed a $2.3 billion whistleblower suit
alleging Hawker Beechcraft Corp. sold the U.S. military shoddy
airplanes, finding the case was discharged in the aircraft
manufacturer's Chapter 11 plan because the plaintiffs had missed a
key filing deadline.

According to the report, U.S. Bankruptcy Judge Stuart M. Bernstein
ruled that six-year-old allegations brought against Hawker in
Kansas federal court and in its bankruptcy case by former TECT
Aerospace Inc. workers were discharged by the debtor's turnaround
plan, which he approved Feb. 1.

                      About Hawker Beechcraft

Hawker Beechcraft Acquisition Company, LLC, headquartered in
Wichita, Kansas, manufactures business jets, turboprops and piston
aircraft for corporations, governments and individuals worldwide.

Hawker Beechcraft reported a net loss of $631.90 million on
$2.43 billion of sales in 2011, compared with a net loss of
$304.30 million on $2.80 billion of sales in 2010.

Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11
reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3,
2012, having already negotiated a plan that eliminates $2.5
billion in debt and $125 million of annual cash interest expense.

The plan will give 81.9% of the new stock to holders of $1.83
billion of secured debt, while 18.9% of the new shares are for
unsecured creditors.  The proposal has support from 68% of secured
creditors and holders of 72.5% of the senior unsecured notes.

Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and
49%-owned by Onex Corp.  The Company's balance sheet at Dec. 31,
2011, showed $2.77 billion in total assets, $3.73 billion in total
liabilities and a $956.90 million total deficit.  Other claims
include pensions underfunded by $493 million.

Hawker's legal representative is Kirkland & Ellis LLP, its
financial advisor is Perella Weinberg Partners LP and its
restructuring advisor is Alvarez & Marsal.  Epiq Bankruptcy
Solutions LLC is the claims and notice agent.

Sidley Austin LLP serves as legal counsel and Houlihan Lokey
Howard & Zukin Capital Inc. serves as financial advisor to the DIP
Agent and the Prepetition Agent.

Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of
senior secured prepetition lenders holding 70% of the loans.

Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee
of holders of the 8.500% Senior Fixed Rate Notes due 2015 and
8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker
Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes
Company.  The members of the Ad Hoc Committee -- GSO Capital
Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims
or manage accounts that hold claims against the Debtors' estates
arising from the purchase of the Senior Notes.  Deutsche Bank
National Trust Company, the indenture trustee for senior fixed
rate notes and the senior PIK-election notes, is represented by
Foley & Lardner LLP.

An Official Committee of Unsecured Creditors appointed in the case
has selected Daniel H. Golden, Esq., and the law firm of Akin Gump
Strauss Hauer & Feld LLP as legal counsel.  The Committee's
financial advisor is FTI Consulting, Inc.

On June 30, 2012, Hawker filed its Plan, which proposed to
eliminate $2.5 billion in debt and $125 million of annual cash
interest expense.  The plan would give 81.9% of the new stock to
holders of $1.83 billion of secured debt, while 18.9% of the new
shares are for unsecured creditors.  The proposal has support from
68% of secured creditors and holders of 72.5% of the senior
unsecured notes.

In July 2012, Hawker disclosed it was in exclusive talks with
China's Superior Aviation Beijing Co. for the purchase of Hawker's
corporate jet and propeller plane operations out of bankruptcy for
$1.79 billion.

In October 2012, Hawker unveiled that those talks have collapsed
amid concerns a deal with Superior wouldn't pass muster with a
U.S. government panel and other cross-cultural complications.
Sources told The Wall Street Journal that Superior encountered
difficulties separating Hawker's defense business from those units
in a way that would make both sides comfortable the deal would get
U.S. government clearance.  The sources told WSJ the defense
operations were integrated in various ways with Hawker's civilian
businesses, especially the propeller plane unit, in ways that
proved difficult to untangle.

Thereafter, Hawker said it intends to emerge from bankruptcy as an
independent company.  On Oct. 29, 2012, Hawker filed a modified
reorganization plan and disclosure materials.  Hawker said the
plan was supported by the official creditors' committee and by a
"substantial majority" of holders of the senior credit and a
majority of holders of senior notes.  Hawker said it will either
sell or close the jet-manufacturing business.

The revised plan still offers 81.9% of the new stock in return for
$921 million of the $1.83 billion owing on the senior credit.
Unsecured creditors are to receive the remaining 18.9% of the new
stock.  Holders of the senior credit will receive 86% of the new
stock.  The senior credit holders are projected to have a 43.1%
recovery from the plan.  General unsecured creditors' recovery is
a projected 5.7% to 6.3%.  The recovery by holders of $510 million
in senior notes is predicted to be 9.2% to 10%.


HEALTHWAREHOUSE.COM INC: Incurs $5.6 Million Net Loss in 2012
-------------------------------------------------------------
Healthwarehouse.com, Inc., filed with the U.S. Securities and
Exchange Commission on July 23, 2013, its annual report on
Form 10-K for the year ended Dec. 31, 2012.

The Company reported a net loss of $5.57 million on $11.08 million
of net sales for the year ended Dec. 31, 2012, as compared with a
net loss of $5.71 million on $10.36 million of net sales during
the prior year.

As of Dec. 31, 2012, the Company had $2.15 million in total
assets, $9.94 million in total liabilities and a $7.79 million
total stockholders' deficiency.

Marcum LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012, citing significant losses and the need to raise additional
funds to meet the Company's obligations and sustain its
operations.

The Company said the delay in filing its Form 10-K resulted in the
loss of its quotation privileges, on the OTCQB market tier and the
liquidity for its common stock could be adversely affected by
reducing the ability or willingness of broker-dealers to make a
market in or otherwise sell the Company's shares and the ability
of our stockholders to sell their shares in the secondary market.
The Company's common stock currently trades on the OTC Pink market
tier.  Furthermore, on or about April 16, 2012, the Company lost
its Rule 144(i)(2) exemption which prevents the sale of restricted
stock into the public market.

                         Bankruptcy Warning

"The Company recognizes it will need to raise additional capital
in order to fund operations, meet its payment obligations and
execute its business plan.  There is no assurance that additional
financing will be available when needed or that management will be
able to obtain financing on terms acceptable to the Company and
whether the Company will become profitable and generate positive
operating cash flow.  If the Company is unable to raise sufficient
additional funds, it will have to develop and implement a plan to
further extend payables, attempt to extend note repayments,
attempt to negotiate the preferred stock redemption and reduce
overhead until sufficient additional capital is raised to support
further operations.  There can be no assurance that such a plan
will be successful.  If the Company is unable to obtain financing
on a timely basis, the Company could be forced to sell its assets,
discontinue its operation and /or seek reorganization under the
U.S. bankruptcy code," the Company said in the filing.

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

                        http://is.gd/o0xfz1

                    About HealthWarehouse.com

HealthWarehouse.com, Inc., headquartered in Florence, Kentucky,
is a U.S. licensed virtual retail pharmacy ("VRP") and healthcare
e-commerce company that sells brand name and generic prescription
drugs as well as over-the-counter ("OTC") medical products.


HERCULES OFFSHORE: Reports Incident on Jackup Rig Hercules 265
--------------------------------------------------------------
Hercules Offshore, Inc., reported that there was a well control
incident on July 23, 2013, aboard jackup drilling rig Hercules
265, a 250' mat-supported cantilevered unit, operating for Walter
Oil & Gas Corporation in the U.S. Gulf of Mexico OCS lease block
South Timbalier 220.  Late on July 23, natural gas flowing from
the well ignited and spread to the rig.

Based on a visual flyover inspection on the afternoon of July 24,
2013, the jackup rig is still standing, however it appears to have
sustained extensive damage to the derrick package.  The visual
inspection revealed debris near the well site.  The Company,
Walter Oil & Gas and regulatory authorities are continuing to
review the area for potential environmental impacts.  The Company
has contracted an outside environmental expert to monitor
currents, wind direction and wave height for the potential
trajectory of any conceivable environmental spill.

The Company continues to coordinate response activities with the
U.S. Coast Guard and the Bureau of Safety and Environmental
Enforcement.  As previously reported, all 44 personnel aboard the
jackup rig were safely evacuated during the afternoon of July
23rd.  There have been no injuries sustained as a result of this
incident.

The Company is working with Walter Oil & Gas and their third party
expert in efforts to regain control of the natural gas well,
including preparation to drill a relief well.  In the event that a
relief well is necessary, the Company is preparing to promptly
mobilize the Hercules 200, a 200' mat-supported cantilevered unit
to execute drilling of the relief well.

The Hercules 265 has an insured value of $50 million and the
Company also has removal of wreck coverage up to a total amount of
$110 million.  The deductible under the Company's package policy,
which includes physical damage and removal of wreck coverage, is
$5 million but the deductible does not apply in the event the rig
is a total loss.  The Company has pollution coverage through Water
Quality Insurance Syndicate for pollution emanating from the rig.
The limit for the Hercules 265 under this policy is approximately
$17 million and is subject to a $3 million deductible.  The
Company also carries excess liability coverage to a limit of
$200.0 million, excluding removal of wreck, but including coverage
for pollution liability.  The net book value for the rig is
approximately $19.4 million.

                      About Hercules Offshore

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

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

                           *     *     *

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

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


HERCULES OFFSHORE: Updates Report on Drilling Rig Incident
----------------------------------------------------------
Hercules Offshore provided further information on the incident
aboard jackup drilling rig Hercules 265, a 250' mat-supported
cantilevered unit, operating for Walter Oil & Gas Corporation in
the U.S. Gulf of Mexico OCS lease block South Timbalier 220.

Visual inspections as of July 25, 2013, indicate that the natural
gas well appears to have bridged over, and the flow of natural gas
has stopped.  It appears that the hull of the rig remains intact,
and the rig remains standing, the Company said.

Hercules previously reported the incident on July 23, 2013.  Later
that day, natural gas flowing from the well ignited and spread to
the rig.  There have been no injuries sustained as a result of
this incident.

                      About Hercules Offshore

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

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

                           *     *     *

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

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


HIGHWAY TECHNOLOGIES: Committee Taps Richards Layton as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Highway Technologies, Inc., et al., has filed papers with
the U.S. Bankruptcy Court for the District of Delaware to retain
Richards, Layton & Finger, P.A. as its counsel.  The firm attests
it is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

                    About Highway Technologies

Highway Technologies Inc. and affiliate HTS Acquisition Inc.
sought Chapter 11 protection (Bankr. D. Del. Case No. 13-11325 to
13-11326) on May 22, 2013, to conduct an orderly liquidation.

Richard M. Pachuiski at Pachulski Stang Ziehl & Jones LLP serves
as counsel to the Debtors.  Kurtzman Carson Consultants LLC is the
claims and notice agent.

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

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

Richards, Layton & Finger, P.A. represents the Official Unsecured
Creditors' Committee as counsel.


HOYT TRANSPORTATION: Seeks to Sell 93 Buses for $2.95-Mil.
----------------------------------------------------------
Marie Beaudette writing for Dow Jones' DBR Small Cap reports that
New York City school-bus operator Hoyt Transportation Corp. is
seeking to sell 93 of its more than 300 buses to four different
buyers for a total of $2.95 million.

                     About Hoyt Transportation

Brooklyn, New York-based Hoyt Transportation Corp. filed a
Chapter 11 petition (Bankr. E.D.N.Y. Case No. 13-44299) on
July 13, 2013, estimating at least $10 million in assets and
liabilities.  The Debtor is represented by Kevin J. Nash, Esq., at
Goldberg Weprin Finkel Goldstein LLP.

Brooklyn-based Hoyt specializes in transportation for children
with disabilities.  Hoyt operated 350 buses until the contract
with the Department of Education expired.


IES GLOBAL: Moody's Assigns First-Time 'B2' CFR; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service assigned IES Global B.V. first time CFR
and PDR ratings of B2 and B2-PD, respectively. Concurrently, a B2
rating was assigned to its first lien term loan due 2019. Proceeds
will go towards the refinancing of existing debt. The company's
ABL revolver as well as its second lien debt were not rated.

Assignments:

Corporate Family Rating, assigned at B2

Probability of Default, assigned at B2-PD

$270 million first lien term loan, assigned B2 LGD3/49%

The rating outlook is Stable.

Ratings Rationale:

The B2 rating reflects IES' small scale, high leverage, and
cyclical end markets weighed against good liquidity, an
international operating footprint, and long established
relationships with large heavy equipment manufacturers and dealers
across the globe. The company's portfolio of attachments and cabs
allow heavy machinery to be used for multiple purposes and in
varied weather conditions enhancing the machinery's utility and
versatility. Debt to EBITDA is expected to be around 4.5 times at
the end of 2013 while EBITDA to interest is estimated to be about
2 times at the end of 2013. Moreover, the rating is supported by
Moody's expectation for positive FCF and operating margins above
10% for the year. The company's relatively small size is a ratings
negative as its product concentration into the heavy manufacturing
industry increases its vulnerability to the industry's significant
cyclicality. A stubbornly slow recovery in global construction has
negatively impacted IES' growth initiatives. IES was created
through the combination of several acquisitions over the last few
years; successful integration of these companies is anticipated
within the rating. The rating benefits from low required capital
expenditures, high variable costs, and ongoing international
expansion.

The B2 rating on the $270 million Term Loan, at the CFR level,
reflects its first priority status on property plant and equipment
in the US and 65% of the capital stock of the first tier foreign
subsidiaries, as well as the benefits of the $68.5 million of
sponsor held second lien debt. The rating also reflects IES Global
B.V. (holdings) and International Equipment Solutions, LLC's
guarantees. The borrowers are Paladin Brands Holdings Inc., Crenlo
Cab Products Inc., and Emcor Enclosures, Inc. The term loan has a
second priority lien on the borrowers' inventory, receivables,
cash, and proceeds thereof.

The rating may be downgraded if debt to EBITDA was over five times
or if free cash flow to debt was to fall below 5%. EBIT to
interest trending towards one times could also pressure the
rating. Moreover, weakness in its Brazilian operations would be a
concern as its Brazilian operations are expected to offset
weakness in other markets.

Given the company's size, industry concentration, and significant
cyclicality, a ratings upgrade is not anticipated over the
intermediate term. A positive rating outlook could occur if
leverage was estimated to fall below 4 times and expected to
improve meaningfully.

The stable outlook reflects the view that the company will
generate positive free cash flow that will likely be reinvested in
growth opportunities. The outlook considers the expectation for
continued synergies from integrating the four acquisitions
completed since 2011 when the sponsor formed the IES.

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

IES, located in Oak Brook, IL is a manufacturer of attachments and
cab enclosures for heavy machinery. The company was created in
2011 with the combination of Paladin Brands (incl. Paladin
Attachments, Genesis, Pengo, Jewell) and Crenlo, while Siac do
Brasil and CWS were acquired in 2012. Total revenues for 2013 are
expected to approximate $600 million. IES is owned by KPS Capital
Partners, L.P., a manager of a family of private equity funds.


IES GLOBAL: S&P Assigns 'B+' CCR & Rates $270MM 1st-Lien Loan 'B+'
------------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
corporate credit rating to IES Global B.V. (doing business as
International Equipment Solutions LLC [IES]).  The outlook is
stable.  At the same time, S&P assigned its 'B+' issue-level
rating to the company's proposed $270 million first-lien term
loan.  The recovery rating on this debt is '4', which indicates
S&P's expectation of average (30%-50%) recovery in the event of a
payment default.

"The ratings on IES reflect our assessment of the company's 'weak'
business risk profile and 'aggressive' financial risk profile,"
said Standard & Poor's credit analyst Svetlana Olsha.  "Our
assessment of IES' business risk reflects the company's narrow
scope of operations within the off-highway equipment industry, its
high degree of cyclical exposure, and its short track record
operating as a combined entity.  These factors are offset somewhat
by IES' good product breadth in the markets it serves, as well as
its recognizable brands and technological know-how, which have
supported good recent profitability.  We assess the company's
management and governance as "fair."  We expect that the company
will use proceeds from the new facility to refinance its existing
senior debt.  Paladin Brands Holding Inc., Crenlo Cab Products
Inc., and Emcor Enclosures Inc. are the borrowers under the first-
lien term loan."

The outlook is stable.  "We expect that IES will be able to
generate positive free cash flow over the next 12 months and its
credit measures will remain in line with our expectation for the
rating, including debt to EBITDA of 4x-5x and FFO to debt of 10%-
15%," said Ms. Olsha.  "Assuming modestly declining revenue levels
and relatively stable margin performance in 2013, we expect that
total debt to EBITDA will remain within our expectations for the
rating over the next 12 months."

S&P could lower the rating if weakening economic or construction
activity causes revenues to decline by about 10% and lower fixed-
cost absorption or rising raw material prices lower margins to the
low-teens.  Under these conditions, leverage would likely increase
to more than 5x.  S&P could also lower the rating if additional
debt hurts liquidity or results in a meaningful deterioration of
credit measures or if S&P expects covenant headroom to be less
than 10%.

The company's aggressive financial policy limits positive rating
actions.  S&P could raise the rating if private equity ownership
meaningfully declines and if more conservative financial policies
lead S&P to expect debt leverage to drop to and remain less than
4x, taking into account the cyclicality of the company's markets.


IGPS COMPANY: Depot Deal Removes Stumbling Block to $39MM Sale
--------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that bankrupt iGPS Co.'s
$39 million sale cleared the final hurdle after its prospective
purchaser and the parties that handle its plastic pallets defused
a dispute that threatened to trip up a deal that had seemingly
surmounted its biggest obstacle in winning judicial approval.

According to the report, the proposed sale to a consortium of
private equity firms and other investors won the blessing of a
Delaware bankruptcy judge after overcoming objections to its
value, but the sale order remained unsigned as Belacon Pallet
Services LLC and various depots objected to the sale.

                          About iGPS Co.

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

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

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

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


IMAGEWARE SYSTEMS: Bruce Toll Held 5.7% Equity Stake at July 11
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Bruce Toll and his affiliates disclosed that
as of July 11, 2013, they beneficially owned 4,604,806 shares of
common stock of ImageWare Systems, Inc., representing 5.71 percent
of the shares outstanding.  Mr. Toll previously reported
beneficial ownership of 5,424,606 common shares or 6.72 percent
equity stake as of June 18, 2013.  A copy of the amended
regulatory filing is available for free at http://is.gd/30Did7

                         http://is.gd/30Did7

                      About ImageWare Systems

Headquartered in San Diego, California, ImageWare Systems, Inc.,
is a leader in the emerging market for software-based identity
management solutions, providing biometric, secure credential, law
enforcement and enterprise authorization.  Its "flagship" product
is the IWS Biometric Engine.  Scalable for small city business or
worldwide deployment, the Company's biometric engine is a multi-
biometric platform that is hardware and algorithm independent,
enabling the enrollment and management of unlimited population
sizes.  The Company's identification products are used to manage
and issue secure credentials, including national IDs, passports,
driver licenses, smart cards and access control credentials.  Its
law enforcement products provide law enforcement with integrated
mug shot, fingerprint LiveScan and investigative capabilities.
The Company also provides comprehensive authentication security
software.

Imageware Systems incurred a net loss of $10.19 million in 2012,
as compared with a net loss of $3.18 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $7.61 million in
total assets, $6.68 million in total liabilities and $927,000 in
total shareholders' equity.


INNOVIDA HOLDINGS: Exec Wants Conviction Tossed in Investor Scheme
------------------------------------------------------------------
Ama Sarfo of BankruptcyLaw360 reported that a Miami Beach-area
executive who was convicted on charges that he and a colleague
conned investors in bankrupt manufacturing company InnoVida
Holdings LLC out of $40 million urged a Florida federal judge to
overturn his conviction, saying he was unaware of the scheme.

According to the report, Craig Stanley Toll, 64, of Pembroke
Pines, who was convicted July 12 by a federal jury on charges
including conspiracy and wire fraud, says the charges should be
overturned because the government failed to prove that he schemed
with the company's president.

As previously reported, Mr. Toll was convicted of two counts of
conspiracy to commit wire fraud, three counts each of substantive
wire fraud and making false statements to a U.S. government
agency, and one count each of major fraud against the U.S. and
conspiracy to commit money laundering.

The case is USA v. Eleazar Osorio et al, Case No. 1:12-cr-20901
(S.D. Fla.).


INTERNET SPECIALTIES: $40,000 in Receiver Fees Get Admin. Priority
------------------------------------------------------------------
Bankruptcy Judge Geraldine Mund ruled that $40,000 in approved
legal fees and expenses awarded to Klee, Tuchin, Bogdanoff & Stern
LLPA, as counsel to David Pasternak, as the state-court appointed
receiver of Internet Specialties West, Inc. is an administrative
priority.

The Receiver was appointed on June 22, 2011, by the state court to
aid in the execution of a $3.82 million judgment as compensatory
damages against ISW and shareholder Robert Johnson in favor of
creditors William Bickley and Kenneth Cleveland.  The judgment
also involved a $500,000 award against Mr. Johnson as punitive
damages and $500,000 award against ISW as punitive damages.

When ISW filed for bankruptcy in December 2012, the Receiver had
been in place for some 18 months and ISW's business was running
under his general supervision and through the daily activities of
several key employees.

In his July 18, 2013 decision, Judge Mund held that once the
amount of reasonable prepetition and postpetition fees and
expenses of the Receiver have been determined, they will also
receive an administrative priority.

A copy of Judge Mund's July 16, 2013 Memorandum of Opinion is
avialabel at http://is.gd/V7MM26from Leagle.com.

Internet Specialties West, Inc. is a California corporation
dealing in broadband access and collocation services.  Robert
Johnson and Drew Kaplan were 50% shareholders in the Company.  On
Dec. 18, 2012, the Company filed for Chapter 11 bankruptcy in the
U.S. Bankruptcy Court for the Central District of New York, Case
No. 12-20897.  Mirman, Bubman & Nahmias LLP serves as counsel for
the Debtor.


IPAYMENT INC: Moody's Says Credit Amendment is Credit Positive
--------------------------------------------------------------
Moody's Investors Service said that iPayment, Inc.'s amendment to
its senior secured revolving credit facility and term loan is
credit positive because it widens covenant headroom, thereby
improving the company's financial flexibility while it executes on
its plans to grow its transaction processing merchant base.
However, the company's B3 corporate family rating, negative
ratings outlook and SGL-3 liquidity rating are not impacted.

Headquartered in New York, NY iPayment, Inc. is a wholly-owned
subsidiary of iPayment Holdings, Inc. iPayment provides credit and
debit card payment processing services to small business merchants
in the United States. The company generated gross revenue of $672
million and net-revenues (revenues net of interchanges and card
network fees) of $332 million for the twelve months ended March
31, 2013.


ISTAR FINANCIAL: Incurs $14.4 Million Net Loss in Second Quarter
----------------------------------------------------------------
iStar Financial Inc. reported a net loss of $14.39 million on
$100.32 million of total revenues for the three months ended
June 30, 2013, as compared with a net loss of $51.12 million on
$107.21 million of total revenues for the same period during the
prior year.

For the six months ended June 30, 2013, the Company incurred a net
loss of $46.65 million on $194.86 million of total revenues, as
compared with a net loss of $97.17 million on $208.31 million of
total revenues for the same period a year ago.

As of June 30, 2013, the Company had $5.94 billion in total
assets, $4.51 billion in total liabilities, $12.25 million in
redeemable noncontrolling interests and $1.41 billion in total
equity.

A copy of the press release is available for free at:

                       http://is.gd/sWCFrh

                       About iStar Financial

New York-based iStar Financial Inc. (NYSE: SFI) provides custom-
tailored investment capital to high-end private and corporate
owners of real estate, including senior and mezzanine real estate
debt, senior and mezzanine corporate capital, as well as corporate
net lease financing and equity.  The Company, which is taxed as a
real estate investment trust, provides innovative and value added
financing solutions to its customers.

iStar Financial incurred a net loss of $241.43 million in 2012,
following a net loss of $25.69 million in 2011.  The company
reported a net loss of $41.3 million on $94.5 million of revenue
in the first quarter of 2013.

                           *     *     *

In March 2013, Fitch Ratings affirmed iStar's 'B-' issuer default
rating and revised the outlook to "positive" from "stable."  The
revision of the outlook to positive is based on the company's
demonstrated access to the unsecured debt market, which, combined
with certain secured debt refinancings, have significantly
improved SFI's near-term debt maturity profile.

As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings
Services affirmed its 'B+' long-term issuer credit rating on iStar
Financial.

In October 2012, Moody's Investors Service upgraded the corporate
family rating to B2 from B3.  The current rating reflects the
REIT's success in extending near term debt maturities and
improving fundamentals in commercial real estate.  The ratings on
the October 2012 senior secured credit facility takes into account
the asset coverage, the size and quality of the collateral pool,
and the term of facility.


JEFFERSON COUNTY, AL: Approves Higher-Than-Planned Tariffs Hike
---------------------------------------------------------------
Verna Gates, writing for Reuters, reported that Alabama's
Jefferson County voted to raise sewer tariffs by 7.89 percent,
more than the county's bankruptcy plan had projected, and approved
a deal to pay Lehman Brothers 75 cents on the dollar to settle
missed payments on interest rate swaps.

According to the report, Jefferson County in June filed a
comprehensive negotiated plan to exit its $4.2 billion bankruptcy,
the result of debts taken on in a costly overhaul and expansion of
the county's sewer system.

The plan delivers the first big losses to municipal bondholders
since the 1930s and is the latest chapter in a saga of corruption
and mismanagement of public finances that forced Jefferson County,
Alabama's most populous county, to seek protection from creditors
in November 2011, the report said.

Until Detroit filed for bankruptcy last week, Jefferson County had
ranked as the largest municipal bankruptcy in U.S. history, the
report noted.

With unseasonably cold and wet weather resulting in lower water
usage, sewer revenues are down 5 percent, an unusual circumstance
that Jefferson County expects to compensate with rate hikes, Eric
Rothstein, a sewer rate consultant, told the Jefferson County
Commission at its meeting, the report further related.

                       About Jefferson County

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

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

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

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

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

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

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

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

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

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


JEFFERSON COUNTY, AL: To Pay $4.5 Million to IRS
------------------------------------------------
Ama Sarfo of BankruptcyLaw360 reported that Jefferson County,
Ala., has agreed to pay the Internal Revenue Service $4.5 million
to resolve an agency investigation into the tax-exempt status of
warrants the bankrupt county issued to finance an overhaul of its
sewer system, say documents filed in bankruptcy court.

According to the report, the county revealed the settlement in
motions asking U.S. Bankruptcy Judge Thomas Bennett to expedite a
hearing for the deal and allow it to pay the settlement through a
revenue account. Judge Bennett granted the expedited hearing
request.

                      About Jefferson County

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

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

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

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

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

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

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

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

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

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


JELD-WEN INC: S&P Lowers Rating on $460MM 2nd Lien Notes to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its issue-
level rating on JELD-WEN Inc.'s $460 million 12.25% second-lien
notes due 2017 to 'B-' from 'B' as a result of a revision in the
recovery rating on the debt to '5' (10%-30% recovery) from '4'
(30%-50% recovery).  The 'B' corporate credit rating and positive
outlook were not affected by this change.

"Our reassessment of the recovery rating stems from JELD-WEN's
recent amendment to its senior secured term loan, which increased
the amount of that facility by $70 million. Proceeds were used to
create additional liquidity by paying down the company's secured
revolving credit facility, which we expect will be used to fund
working capital growth arising from increased demand for the
company's products driven by higher housing starts.  While the
additional loan proceeds enhance liquidity, the additional first-
lien debt in the capital structure reduces expected recoveries for
the second-lien notes under our hypothetical default scenario. For
the updated recovery analysis, see Standard & Poor's recovery
report on JELD-WEN Inc., to be published on RatingsDirect
shortly after this report," S&P said.

The 'B corporate credit rating and positive outlook reflect the
improvement in JELD-WEN's credit measures in 2012 and S&P's view
that this trend will continue into 2013 and 2014 due to strong
demand from a pick up in new home construction and an expected
recovery in remodeling activity in the U.S.  The outlook also
reflects management's progress in reducing fixed costs and
improving EBITDA margins, which S&P believes will rise to about 7%
in 2013.

Ratings List

JELD-WEN Inc.
Corporate credit rating                     B/Positive/--

Ratings Lowered                              TO             FROM
JELD-WEN Inc.
Second-lien notes                           B-             B
  Recovery rating                            5              4


JERRY'S NUGGET: Conway Mackenzie Approved as Financial Advisor
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized
Jerry's Nugget, Inc., and Spartan Gaming LLC to employ Conway
Mackenzie, Inc. as financial advisor and interest rate expert.

As reported by the Troubled Company Reporter on June 7, 2013,
Conway MacKenzie will, among other things:

   a. prepare the liquidation analysis;

   b. provide oversight and assistance with the preparation of
      short-term cash flow forecasts and evaluate short-term
      liquidity requirements of the Debtors, if necessary; and

   c. provide oversight and assistance with the preparation of
      Monthly Operating Reports, if necessary.

Jeffrey C. Perea, managing director of CM, will be the principal
person overseeing CM's provision of the services to Debtors.

CM has agreed to provide the services at these rates:

         Senior Managing Directors          $550
         Paraprofessionals                  $160

CM will also be paid a retainer of $40,000.

To the best of the Debtor's knowledge, CM and its professionals
are "disinterested persons" as that term is defined in Section
101(14) of the Bankruptcy Code.

Gerald M. G Pion, Esq., Talitha Gra Kozlowski, Esq., and Erick T.
Gjerdingen, Esq., at Gordon Silver, represent the Debtors.

             About Jerry's Nugget and Spartan Gaming

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

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

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

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

The Debtors' Plan generally provides for the repayment of claims
against the Debtors as: (i) Allowed Secured Claims will be paid in
full with interest; (ii) Allowed Priority Claims will be paid in
full with interests; (iii) Allowed Administrative Convenience
Claims will be paid in full; and (iv) Allowed General Unsecured
Claims will be paid their pro rata portion of $2,500,000, which
will be funded by Debtors' ongoing operations and the $400,000 or
greater contribution from the Stamis Trusts.  Existing Equity
Securities in JNI and Spartan Gaming will be canceled and 100
percent of the Reorganized Debtors' stock and membership issued to
the Stamis Trusts.

The Bankruptcy Court approved on June 28, 2013, the amended
disclosure statement describing the Debtors' Joint Plan.  The
hearing to confirm the Plan is scheduled for Aug. 26, 2013, at
9:30 a.m.


KEMET CORP: Incurs $35.1 Million Net Loss in Q1 2014
----------------------------------------------------
KEMET Corporation reported a net loss of $35.13 million on
$202.72 million of net sales for the three months ended June 30,
2013, as compared with a net loss of $17.75 million on $223.63
million of net sales for the same period during the prior year.

As of June 30, 2013, the Company had $881.17 million in total
assets, $638.80 million in total liabilities and $244.36 million
in stockholders' equity.

"Revenue was right on forecast and indicators point to a slight
increase in our second quarter.  This quarter saw the full impact
on our financial results of the raw material supply chain
disruption that occurred in our last quarter.  However, we have
corrections underway and this area is under our control," stated
Per Loof, KEMET's chief executive officer.  "I expect to see good
improvement in our operating margins this next quarter as we get
our Tantalum raw material supply back on track and our European
business rolls into its final stage of reorganizing into low-cost
countries.  A little assistance from an improving economy would be
appreciated, but we expect a significant positive change to our
financial results this fiscal year even with the economy just
moving sideways," continued Loof.

A copy of the press release is available for free at:

                        http://is.gd/IUuBV0

                            About KEMET

KEMET, based in Greenville, South Carolina, is a manufacturer and
supplier of passive electronic components, specializing in
tantalum, multilayer ceramic, film, solid aluminum, electrolytic,
and paper capacitors.  KEMET's common stock is listed on the NYSE
under the symbol "KEM."

KEMET incurred a net loss of $82.18 million on $842.95 million of
net sales for the fiscal year ended March 31, 2013, as compared
with net income of $6.69 million on $984.83 million of net sales
for the year ended March 31, 2012.

                            *     *     *

As reported by the TCR on March 26, 2013, Moody's Investors
Service downgraded KEMET Corp.'s Corporate Family Rating to Caa1
from B2 and the Probability of Default Rating to Caa1-PD from B2-
PD based on Moody's expectation that KEMET's liquidity will be
pressured by maturing liabilities and negative free cash flow due
to the interest burden and continued operating losses at the Film
and Electrolytic segment.

KEMET carries a 'B+' corporate credit rating from Standard &
Poor's Ratings Services.


KIT DIGITAL: Aug. 15 Hearing to Confirm Amended Plan
----------------------------------------------------
The Bankruptcy Court will convene a hearing on Aug. 5, 2013, at
9:45 a.m., to consider confirmation of KIT digital, Inc.'s First
Amended Plan of Reorganization filed on June 15, 2013.

Several parties-in-interest objected to the confirmation of the
Debtor's Plan.  The Official Committee of Unsecured Creditors
stated that the Debtor impermissibly delivers property to junior
creditors and interest holders on account of their claims and
interests without providing payment in full to holders of Allowed
General Unsecured Claims, in violation of the absolute priority
rule.  As a result, the distribution that general unsecured
creditors will ultimately receive under the Plan is very much in
limbo, and the Debtor cannot assure the Committee and the Court
with reasonable certainty that the Available Cash will be
sufficient to satisfy Class 4 Claims in full.

Peter A. Ivanick, Esq., at Hogan Lovells US LLP, on behalf of
Invigor Group Limited, a creditor and stockholder of the Debtor
joined the Equity Committee objection.

Bennett S. Silverberg, Esq., at Brown Rudnick LLP, on behalf of
the Official Committee of Equity Security Holders, stated that the
confirmation of the Debtor's Plan must be denied because:

   a. The Plan was not proposed in good faith as a result of the
inequitable conduct by Peter Heiland, the Debtor's interim chief
executive officer and director, and the Plan Sponsor Group use of
the acquisition of the WTI Loan to frustrate competitive bidding
for the Debtor.  Among other things, the Plan Sponsor Group, led
by Peter Heiland, usurped the Debtor's corporate opportunity in
not offering the opportunity to retire the WTI Loan at a discount
and acquired its interest in the WTI Loan postpetition in order to
obtain inappropriate control over the Debtor's Chapter 11 Case;
and

   b. The Plan cannot be crammed down over the dissent of Class 6
or 7 because it contains three separate examples of unfair
discrimination against Class 7 Interest holders.

Stephen B. Selbst, Esq., at Herrick, Feinstein LLP, on behalf of
Intelsat Corp., joined the Committee's objection.

Lead plaintiff in the consolidated putative federal securities
class action, Houston Municipal Employee Pension System, objected
to the Debtor's revised solicitation version of the First Amended
Plan, stating that the First Amended Plan fails to satisfy the
requirements of Section 1129 of the Bankruptcy Code, specifically
Section 1129(a)(1).

Michael S. Etkin, Esq., at Lowenstein Sandler LLP, represents the
lead plaintiff.

Other parties-in-interest that filed objections to the Plan
include:

   1. Eric Lopez Schnabel, Esq., at Dorsey & Whitney LLP for
Wilson, Sonsini, Goodrich & Rosati, Professional Corporation, a
California Professional Corporation, a general unsecured creditor;

   2. Peter N. Zeutler, Esq., at Fishman, Larsen, Goldring &
Zeitler for Mark Benscheidt, creditor of the Debtor;

   3. Andrew Z. Schwartz, Esq., at Foley Hoag LLP, for Benchmark
Video Technologies Pte. Ltd., Jason Clement A., Mani Pathang
Eswaran, V. Ramarathinam, Sathyanarayanan Venugopalan, S. Ramesh
Babu and Nallamuthu S, parties to a stock purchase agreement,
dated May 14, 2010, as amended on Aug. 2, 2011;

   4. Invigor Group Limited;

   5. Jeremy G. Mallory, Esq., at Massey & Gail LLP for MK
Capital, a creditor and stockholder of the Debtor;

   6. Philip R. Wiser, creditor;

   7. David Allred, creditor;

   8. Eric Lopez Schnabel, Esq., at Dorsey & Whitney LLP, for
Yagyensh C. Pati, a general unsecured creditor;

   9. Eric Lopez Schnabel, Esq., at Dorsey & Whitney LLP, for
Building B, Inc., a general unsecured creditor and successor in
interest to Sezmi Corporation;

  10. Steven T. Hoort, Esq., at Ropes & Gray LLP

The parties-in-interest that filed joinders to the Plan objections
include:

   1. Mark Benscheidt; and

   2. Paul A. Rachmuth, Esq., at Streusand, Landon & Ozburn, LLP
for Brocade Communications Systems, Inc., a creditor.

                        Settlement Approved

Bankruptcy Judge Robert E. Gerber approved a settlement agreement
among KIT digital, Kalieil Isaza Tuzman, JEC Capital Partners,
LLC, JEC II Associates, LLC, and Peter Heiland,  which provided
that, among other things

   -- the proof of claim filed by Mr. Isaza Tuzman is amended and
allowed in the amount of $75,000, and will constitute a Class 4
General Unsecured Claim in full and final satisfaction of any
claims of Mr. Isaza Tuzman against the KIT Release Parties; and

   -- the Delaware Lawsuit, as an adversary proceeding before the
Court, will be dismissed with prejudice if not otherwise
withdrawn.

As reported by the Troubled Company Reporter on June 19, 2013, the
official committee for unsecured creditors said the Debtor's plan
might end up paying only 40 percent the group's claims.
Consequently, the disclosure statement was modified at the
committee's behest to explain the factors that might lead to less
than full payment.  Claims of unsecured creditors range between
$11.5 million and $14.85 million in the aggregate.

The committee has said the reorganization can't be approved since
it violates the absolute priority rule by allowing shareholders to
retain ownership without a guarantee of full payment to creditors.

The plan will have three existing shareholders pay $25 million for
89.3 percent of the stock.  The shareholders are Prescott Group
Capital Management, JEC Capital Partners, and Stichting Bewaarder
Ratio Capital Partners.  According to an ad hoc group of other
stockholders, JEC is a private-equity investor affiliated with
Kit's chief executive.  The $3 million DIP financing obtained by
the Debtor would convert into the other 10.7 percent of the stock,
under the plan.

                         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.


KIT DIGITAL: May Hire Deutsche Bank as Investment Banker
--------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized KIT digital, Inc., to employ Deutsche Bank Securities
Inc. as investment banker.

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

As reported by the Troubled Company Reporter on June 13, 2013,
Deutsche Bank Securities Inc., as investment banker, will be
paid a monthly fee of $100,000 up to six months following the
Petition Date; a transaction fee equal to the greater of (i)
1 percent of the Aggregate Consideration and (ii)$2,800,000,
payable upon the consummation of a Transaction; and a termination
fee of 20 percent in connection with a transaction that is not
completed.

William Lee Counselman, Jr., a managing director at Deutsche Bank
Securities Inc., discloses that the Debtor paid Deutsche Bank
approximately $339,604 for fees and expenses in fall 2012 in
connection with Deutsche Bank's representation of the Debtor, but
has not made any payments to Deutsche Bank since.  As of the
Petition Date, Deutsche Bank held a prepetition claim against the
Debtor in the amount of approximately $679,209 for unpaid
prepetition fees and expenses in connection with the engagement.

                         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.


KIT DIGITAL: FTI Okayed as Equity Committee's Financial Advisor
---------------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York authorized KIT digital, Inc., to
retain FTI Consulting, Inc., as its financial advisor for the
Official Committee of Equity Security Holders.

According to the approved revised order, FTI will receive a
completion fee equal to 1.75 percent of the incremental value over
the stalking horse bid, as set forth in the Debtor's proposed Plan
of Reorganization, dated as of June 7, 2013, capped at $1 million.
In the event FTI earns a completion fee, it will credit the pro
rata portion of its monthly fixed fee for the period Aug. 10,
2013, to Sept. 10, 2013, (a) for any period it does not perform
services in month three upon the disbandment of the Committee or
(b) in accordance with any further order of the Court against the
completion fee.  In addition it will credit 50 percent of all
monthly fixed fees earned after Sept. 10, 2013, against the
completion fee.

As reported by the Troubled Company Reporter on July 16, 2013,
FTI will be paid a fixed amount of $125,000 for the first two
months and $100,000 per month thereafter, and a completion fee
equal to 2 percent of the incremental value over the stalking
horse bid capped at $1 million, plus reimbursement of actual and
necessary expenses incurred.

In addition, FTI will be paid its customary hourly rates with a
cap of $100,000 for services related to expert valuation services.
The firm's hourly rates are:

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

Steven Simms, a senior managing director with FTI Consulting,
Inc., assures 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 Equity
Committee.

                         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.


KIT DIGITAL: Creditors Panel May Hire Odyssey as Financial Advisor
------------------------------------------------------------------
The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the
Southern District of New York authorized the Official Committee of
Unsecured Creditors in the Chapter 11 case of KIT digital, Inc.,
to retain Odyssey Capital Group, LLC as its financial advisor.

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

As reported by the Troubled Company Reporter on July 16, 2013,
Odyssey Capital will review and analyze any potential plans of
reorganization and perform any valuation services in connection
with those plans.

Odyssey stated in court documents that it will not seek
compensation of more than $25,000 for services performed during
the initial compensation period.  The firm will be reimbursed for
any necessary out-of-pocket expenses, which will not be counted
towards the fee cap.  For other professional services, the firm
will be paid its customary hourly rates:

   Professional             Hourly Rate
   ------------             -----------
   Managing Partners           $550
   Directors                   $475
   Associates                  $425

G. Grant Lyon, president of Odyssey Capital, assures 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 interests of the Creditors' Committee.

                         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.


KUAKINI HEALTH: Moody's Withdraws 'Ba1' Rating & Stable Outlook
---------------------------------------------------------------
Moody's Investors Service has withdrawn the rating assigned to
Kuakini Health System's series 2002A bonds, issued through the
Hawaii Department of Budget & Finance, at the Ba1 level with a
stable rating outlook. The withdrawal reflects the rating agency's
belief that it lacks adequate information to maintain a rating.

Moody's has withdrawn the rating because it believes it has
insufficient or otherwise inadequate information to support the
maintenance of the rating.


LCM V: Moody's Affirms 'Ba2' Rating on $16.5MM Class E Notes
------------------------------------------------------------
Moody's Investors Service has upgraded the rating of the following
notes issued by LCM V Ltd.:

$41,250,000 Class C Third Priority Deferrable Floating Rate Notes
Due 2019, Upgraded to A2 (sf); previously on August 25, 2011
Upgraded to A3 (sf).

Moody's also affirmed the ratings of the following notes:

$370,500,000 Class A-1 Senior Secured Floating Rate Notes Due
2019, Affirmed Aaa (sf); previously on May 31, 2007 Assigned Aaa
(sf);

$42,000,000 Class A-2 Senior Secured Floating Rate Notes Due 2019,
Affirmed Aaa (sf); previously on September 22, 2009 Confirmed at
Aaa (sf);

$63,000,000 Class B Second Priority Floating Rate Notes Due 2019,
Affirmed Aa1 (sf); previously on August 25, 2011 Upgraded to Aa1
(sf);

$18,750,000 Class D Fourth Priority Deferrable Floating Rate Notes
Due 2019, Affirmed Baa3 (sf); previously on August 25, 2011
Upgraded to Baa3 (sf);

$16,500,000 Class E Fifth Priority Deferrable Floating Rate Notes
Due 2019, Affirmed Ba2 (sf); previously on August 25, 2011
Upgraded to Ba2 (sf).

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of stable performance of the transaction as
well as the benefit of the short period of time remaining before
the end of the deal's reinvestment period in March 2014.

The transaction's reported collateral credit quality and
overcollateralization ratios have been stable since the last
rating action. Additionally, there have not been reported
defaulted securities since October 2010. Moody's notes that
because of the short time remaining until the end of reinvestment
period, it analyzed this transaction giving credit to actual
weighted average life parameters.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, are based on its
published methodology and may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par and principal
proceeds balance of $584.5 million, no defaulted par, a weighted
average default probability of 16.8% (implying a WARF of 2512), a
weighted average recovery rate upon default of 51.6%, and a
diversity score of 61. The default and recovery properties of the
collateral pool are incorporated in cash flow model analysis where
they are subject to stresses as a function of the target rating of
each CLO liability being reviewed. The default probability is
derived from the credit quality of the collateral pool and Moody's
expectation of the remaining life of the collateral pool. The
average recovery rate to be realized on future defaults is based
primarily on the seniority of the assets in the collateral pool.
In each case, historical and market performance trends and
collateral manager latitude for trading the collateral are also
factors.

LCM V Ltd., issued in March 2007, is a collateralized loan
obligation backed primarily by a portfolio of senior secured
loans.

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2013.

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in May 2013.

In addition to the base case analysis, Moody's also performed
sensitivity analyses to test the impact on all rated notes of
various default probabilities.

Summary of the impact of different default probabilities
(expressed in terms of WARF levels) on all rated notes (shown in
terms of the number of notches' difference versus the current
model output, where a positive difference corresponds to lower
expected loss), assuming that all other factors are held equal:

Moody's Adjusted WARF -- 20% (2010)

Class A-1: 0

Class A-2: 0

Class B: +1

Class C: +2

Class D: +2

Class E: +2

Moody's Adjusted WARF + 20% (3014)

Class A-1: 0

Class A-2: 0

Class B: -1

Class C: -2

Class D: 0

Class E: -1

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of upcoming speculative-grade debt maturities which
may create challenges for issuers to refinance. CLO notes'
performance may also be impacted by 1) the manager's investment
strategy and behavior and 2) divergence in legal interpretation of
CLO documentation by different transactional parties due to
embedded ambiguities.

Sources of additional performance uncertainties:

1) Deleveraging: The main source of uncertainty in this
transaction is whether deleveraging from unscheduled principal
proceeds will commence and at what pace. Deleveraging may
accelerate due to high prepayment levels in the loan market and/or
collateral sales by the manager, which may have significant impact
on the notes' ratings.

2) Long-dated assets: The presence of assets that mature beyond
the CLO's legal maturity date exposes the deal to liquidation risk
on those assets. Moody's assumes an asset's terminal value upon
liquidation at maturity to be equal to the lower of an assumed
liquidation value (depending on the extent to which the asset's
maturity lags that of the liabilities) and the asset's current
market value. Moody's notes that the deal experienced an increased
exposure to long-dated assets primarily resulting from amendments
and extensions of loan agreements.


LONE PINE: Completes Syndicated Credit Facility Amendment
---------------------------------------------------------
Lone Pine Resources Inc. on July 29 announced the completion of an
amendment to the Company's syndicated credit facility and the
earnings release date for the Company's second quarter 2013
results.

                    Credit Facility Amendment

On July 26, 2013, Lone Pine completed an amendment to the
Company's syndicated credit facility whereby the Company's Total
Debt to EBITDA financial covenant, which previously had a
permitted ratio of 4.5 to 1.0 for any quarterly period ending on
or before June 30, 2013, has been increased to 5.75 to 1.0 for any
quarterly period ending on or before June 30, 2013.  For all
periods after June 30, 2013, the maximum permitted Total Debt to
EBITDA ratio remains at 4.0 to 1.0.  There was no change to the
Company's borrowing base of $185 million as part of this
amendment.

This amendment resulted from an ongoing active dialogue with the
Company's syndicate of lenders whereby Lone Pine has provided an
update on the current status of its strategic asset review as well
as certain other deleveraging initiatives the Company is pursuing.
Lone Pine is focused on addressing its liquidity issues and is
currently engaged in discussions with the holder of a majority of
the aggregate principal amount of its 10.375% senior notes due
2017 in connection with a possible restructuring or refinancing of
the Senior Notes.  These discussions include, among other things,
the terms of a possible conversion of a portion of the Senior
Notes into an alternate form of debt security, into equity or an
equity-like security, a combination thereof, and other terms of a
comprehensive restructuring. In connection with these discussions,
Lone Pine has retained legal and financial advisors.  The outcome
of these discussions is uncertain, and it is not known if Lone
Pine will be successful in obtaining agreement on the terms of a
potential restructuring of the Senior Notes on a consensual basis.

As of June 30, 2013, Lone Pine's long term debt consisted of $178
million outstanding under the credit facility and US$195 million
of senior notes.  Lone Pine had a $13 million cash balance as at
July 26, 2013.

            Second Quarter 2013 Earnings Release Date

Lone Pine has scheduled its second quarter 2013 earnings release
to be issued after the close of trading on the New York Stock
Exchange and Toronto Stock Exchange on Thursday, August 8, 2013.

Headquartered in Calgary, Alberta, Canada, Lone Pine Resources
Inc. (NYSE, TSX: LPR) is engaged in the exploration and
development of natural gas and light oil in Canada.  Lone Pine's
principal reserves, producing properties and exploration prospects
are located in Canada in the provinces of Alberta, British
Columbia and Quebec and the Northwest Territories.

                          *     *     *

As reported by the Troubled Company Reporter on May 30, 2013,
Moody's Investors Service downgraded Lone Pine Resources Inc.'s
Corporate Family Rating and Probability of Default Rating to
Caa3/Caa3-PD from Caa1/Caa1-PD.  The $200 million senior unsecured
notes rating was downgraded to Ca from Caa1.  The Speculative
Grade Liquidity of SGL-4 was affirmed.  Moody's said the rating
outlook remains negative.


MAUI LAND: Reports $831,000 Net Income in Second Quarter
--------------------------------------------------------
Maui Land & Pineapple Company, Inc., reported net income of
$831,000 on $3.10 million of total operating revenues for the
three months ended June 30, 2013, as compared with a net loss of
$1.03 million on $3.45 million of total operating revenues for the
same period during the prior year.

For the six months ended June 30, 2013, the Company incurred a net
loss of $984,000 on $6.46 million of total operating revenues, as
compared with a net loss of $1.27 million on $8.76 million of
total operating revenues for the same period a year ago.

A copy of the press release is available for free at:

                       http://is.gd/bQ9gm9

                  About Maui Land & Pineapple Co.

Maui Land & Pineapple Company, Inc. (NYSE: MLP) --
http://mauiland.com/-- develops, sells, and manages residential,
resort, commercial, and industrial real estate.  The Company owns
approximately 23,000 acres of land on Maui and operates retail,
utility operations, and a nature preserve at the Kapalua Resort.
The Company's principal subsidiary is Kapalua Land Company, Ltd.,
the operator and developer of Kapalua Resort, a master-planned
community in West Maui.

Maui Land incurred a net loss of $4.60 million in 2012, as
compared with net income of $5.07 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $60.84 million in total
assets, $96.68 million in total liabilities and a $35.84 million
stockholders' deficiency.

Deloitte & Touche LLP, in Honolulu, Hawaii, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012, citing recurring negative cash
flows from operations and deficiency in stockholders' equity which
raise substantial doubt about the Company's ability to continue as
a going concern.


MAXCOM TELECOMUNICACIONES: Seeks to Employ Garden City Group
------------------------------------------------------------
BankruptcyData reported that Maxcom Telecomunicaciones filed with
the U.S. Bankruptcy Court separate motions to retain Garden City
Group (Contact: Emily S. Gottlieb) as (1) claims and noticing
agent and (2) administrative agent at the following hourly rates:

   Vice president and above                           $295
   Director and assistant vice president           $200 to $295
   Project manager and senior project manager      $125 to $175
   System, graphic support and technology staff    $100 to $200
   Project supervisor                               $95 to $110
   Quality assurance staff                          $80 to $125
   Project administrator                             $70 to $85
   Administrative and claims control                 $45 to $55

                          About Maxcom

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

In June 2013, Maxcom didn't make an $11 million interest payment
on the notes.

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

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

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


MAXCOM TELECOMUNICACIONES: Expects Ch. 11 Exit by Early Fall
------------------------------------------------------------
Maxcom Telecomunicaciones, S.A.B. de C.V., commenced voluntary
prepackaged Chapter 11 cases in the U.S. Bankruptcy Court for the
District of Delaware on July 23, 2013, to implement its previously
announced recapitalization and debt restructuring.

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

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

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

Previously Announced Recapitalization and Debt Restructuring

Maxcom, private equity firm Ventura Capital Privado, S.A. de C.V.,
an ad hoc group holding an aggregate amount of approximately US$86
million of Maxcom's Senior Notes, and certain of its current
equity holders have reached agreement on the terms of the
restructuring and support agreement, recapitalization agreement,
and agreements to tender.  Pursuant to the recapitalization
agreement, Ventura and certain related parties have agreed to make
a capital contribution of US$45 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 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 (Secretaría de
Comunicaciones y Transportes), and the Mexican Antitrust
Commission (Comisión 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 percent per annum), (2) cash in the amount of
unpaid interest accrued on the Senior Notes (A) from (and
including) Dec. 15, 2012, through (and excluding) April 15, 2013,
at the rate of 11 percent per annum, and (B) from (and including)
June 15, 2013, through (and excluding) the effective date of the
Plan at the rate of 6 percent 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 percent per annum, (ii) from June 15,
2016, until June 14, 2018, at the annual rate of 7 percent per
annum, and (iii) from June 15, 2018 until the maturity date, at
the annual rate of 8% per annum; (c) have a maturity date of June
15, 2020; (d) be secured by the same collateral that currently
secures the Senior Notes; and (e) be unconditionally guaranteed,
jointly and severally and on a senior unsecured basis, by all of
Maxcom's direct and indirect subsidiaries, excluding Fundacion
Maxcom, A.C.

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

                          About Maxcom

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

In June 2013, Maxcom didn't make an $11 million interest payment
on the notes.

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

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

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


MCCLATCHY CO: Posts $11.7 Million Net Income in Second Quarter
--------------------------------------------------------------
The McClatchy Company reported net income of $11.75 million on
$308.78 million of revenues for the three months ended June 30,
2013, as compared with net income of $26.86 million on $320.12
million of revenue for the thre months ended June 24, 2012.

For the six months ended June 30, 2013, the Company incurred a net
loss of $989,000 on $603.89 million of revenues, as compared with
net income of $24.77 million on $626.81 million of revenue for the
six months ended June 24, 2012.

Commenting on McClatchy's second quarter results, Pat Talamantes,
McClatchy's president and CEO, said, "Total revenue trends this
quarter improved compared to the same quarter last year and to the
first quarter of this year.  Total company revenues were down 3.5%
this quarter compared to down 3.8% in the first quarter of 2013
and down 4.9% in the second quarter of 2012.  Growth in
circulation revenues stemming from our new digital subscription
packages helped to offset a portion of the decline in advertising
revenues."

A copy of the press release is available for free at:

                        http://is.gd/UB7p2U

                     About The McClatchy Company

Sacramento, Cal.-based The McClatchy Company (NYSE: MNI)
-- http://www.mcclatchy.com/-- is the third largest newspaper
company in the United States, publishing 30 daily newspapers, 43
non-dailies, and direct marketing and direct mail operations.
McClatchy also operates leading local Web sites in each of its
markets which extend its audience reach.  The Web sites offer
users comprehensive news and information, advertising, e-commerce
and other services.  Together with its newspapers and direct
marketing products, these interactive operations make McClatchy
the leading local media company in each of its premium high growth
markets.  McClatchy-owned newspapers include The Miami Herald, The
Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer, and The News & Observer (Raleigh).

The McClatchy incurred a net loss of $144,000 in 2012, as compared
with net income of $54.38 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $2.84 billion in total assets,
$2.81 billion in total liabilities,  and $32.83 million in
stockholders' equity.

                           *     *     *

McClatchy carries a 'Caa1' corporate family rating from Moody's
Investors Service.  In May 2011, Moody's changed the rating
outlook from stable to positive following the company's
announcement that it closed on the sale of land in Miami for
$236 million.  The outlook change reflects Moody's expectation
that McClatchy will utilize the net proceeds to reduce debt,
including its underfunded pension position, which will reduce
leverage by approximately half a turn and lower required
contributions to the pension plan over the next few years.

McClatchy Co. carries a 'B-' Corporate Credit Rating from
Standard & Poor's Ratings Services.


MEDIA GENERAL: Board Adopts Amended 401(k) Plans
------------------------------------------------
The Board of Directors of Media General, Inc., adopted amendments,
effective Jan. 1, 2014, to both the MG Advantage 401(k) Plan and
the Supplemental 401(k) Plan, which effectively allows
participating employees to receive a company match of up to 4
percent of their compensation as defined by the plans.
Participants will receive a dollar-for-dollar matching
contribution for the first 3 percent of compensation contributed
and 50 cents on the dollar at the 4 percent and 5 percent levels.
Supplemental 401(k) Plan participants are permitted to contribute
up to a maximum of 50 percent of their annual base salary in any
plan year.

On July 19, 2013, the Board of Directors also resolved to
terminate the Company's Executive Health Program effective Oct. 1,
2013.

                         About Media General

Richmond, Virginia-based Media General Inc. (NYSE: MEG) --
http://www.mediageneral.com/-- is an independent communications
company with interests in newspapers, television stations and
interactive media in the United States.

The Company incurred a net loss of $193.41 million in for the year
ended Dec. 31, 2012, a net loss of $74.32 million for the year
ended Dec. 25, 2011, and a net loss of $22.63 million for the
fiscal year ended Dec. 26, 2010.  The Company's balance sheet at
March 31, 2013, showed $734.70 million in total assets, $926.43
million in total liabilities, and a $191.73 million total
stockholders' deficit.

                           *     *     *

As reported by the Troubled Company Report on July 10, 2013,
Moody's Investors Service upgraded Media General, Inc.'s Corporate
Family Rating to B1 from Caa1 reflecting the marked improvement in
credit metrics pro forma for the pending stock merger with New
Young Broadcasting Holding Co., Inc.

In the July 12, 2013, edition of the TCR, Standard & Poor's
Ratings Services raised its corporate credit rating on Richmond,
Va.-based local TV broadcaster Media General Inc. to 'B+' from
'B'.  "The rating action reflects the improvement in discretionary
cash flow from the refinancing and our expectation that trailing-
eight-quarter leverage will remain at 6x or below over the
intermediate term," said Standard & Poor's credit analyst Daniel
Haines.


MF GLOBAL: Seeks Approval of Settlement with JPMorgan Chase
-----------------------------------------------------------
BankruptcyData reported that MF Global Holdings filed with the
U.S. Bankruptcy Court a motion for entry on order approving a
settlement agreement between the plan administrator and JPMorgan
Chase Bank.

The motion explains, "The Settlement Agreement is the result of
extensive discussions and negotiations, as well as extensive
exchange of information and due diligence, and represents a
comprehensive settlement of the Debtors' potential claims against
JPMorgan. Settling the Debtors' potential claims against JPMorgan
through the Settlement Agreement allows the Plan Administrator to
avoid the expense, delay and inherent risk of complex litigation,
while increasing recoveries for the Debtors' creditors. The Plan
Administrator, on behalf of the Debtors, believes that the
Settlement is within the bounds of reasonableness and is in the
best interests of the Debtors' estates."

According to the report, under the settlement, JPMorgan shall pay
to the plan administrator a portion of JPMorgan Chase Bank's
recoveries on the allowed general creditor claim according to the
following schedule: cumulative amount recovered by JPMorgan Chase
Bank on allowed general creditor claim between $0 to $10 million,
$10 million to $20 million, $20 million to $30 million, $30
million to $50 million and $50 million and above.

The related percentage of cumulative amount recovered to be paid
by JP Morgan Chase Bank to Holdings Ltd. is 10%, 15%, 25%, 75% and
100% respectively, the report said.

In exchange, the Debtors will release, waive and discharge any and
all claims against JPMorgan Chase Bank, except claims relating to
any conduct or transactions occurring after the execution of the
settlement agreement.

                          About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one of
the world's leading brokers of commodities and listed derivatives.
MF Global provides access to more than 70 exchanges around the
world.  The firm also was one of 22 primary dealers authorized to
trade U.S. government securities with the Federal Reserve Bank of
New York.  MF Global's roots go back nearly 230 years to a sugar
brokerage on the banks of the Thames River in London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the statutory
creditors' committee in the Debtors' cases.  At the behest of the
Statutory Creditor's Committee, the Court directed the U.S.
Trustee to appoint a chapter 11 trustee.  On Nov. 28, 2011, the
Bankruptcy Court entered an order approving the appointment of
Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC,
as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services
LLC and MF Global FX Clear LLC filed voluntary Chapter 11
petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of MF
Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers at
Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at Hughes
Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


MORGAN DREXEN: Says Colorado Judgment Supports CFPB Lawsuit
-----------------------------------------------------------
A federal lawsuit filed last week against the Consumer Financial
Protection Bureau 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.

As reported in the Troubled Company Reporter on July 23, 2013,
Morgan Drexen accuses the CFPB of overstepping its bounds by
attempting to violate the attorney-client privilege by demanding,
through coercive tactics, the non-public information of citizens
considering bankruptcy.  Kimberly Pisinski, Esq., 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 Pisinski's
law practice, has faced a similar battle regarding the nature of
the services in Colorado.

While Morgan Drexen calls itself a legal support service business
that helps its law firm customers reduce their overhead fees,
improve efficiencies and realize greater profitability, the CFPB
and Wisconsin bank regulators call Morgan Drexen a debt settlement
agency that's violated the law.

                   State Court Litigation

"This exact same type of case has already been argued and won,"
said Morgan Drexen CEO Walter Ledda, pointing to a judgment -- see
http://is.gd/95Rgrj-- entered in Moore, et al. et al. v. Suthers,
et al., Case No. 2011CV7027 (Denver Dist. Ct.), that the company
says 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.

The plaintiffs asserted in the Colorado proceeding 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.

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, Mr. Katz says.

In May 2013, according to the Journal Sentinel -- see
http://is.gd/mlp75C-- the Wisconsin Department of Financial
Institutions found problems with Morgan Drexen's consumer debt
settlement services and ordered the company to pay $6.1 million in
fines and restitution. Morgan Drexen also did battle with the
State of New Hampshire -- see http://is.gd/5vSaVy-- earlier this
year, and prevailed.

           Morgan Drexen's Borrowing Costs Soar

A copy of the Complaint in Pisinski v. Consumer Financial
Protection Bureau, Case No. 13-cv-01112 (D.C.), is available at
http://bankrupt.com/misc/13-cv-01112-001.pdfat no charge.  In
that Complaint, Morgan Drexen says that CFPB agents have stated to
Morgan Drexen that the only way it can comply with the CFPB's
directives is to stop providing the services that generate a large
percentage of the company's revenues.  Morgan Drexen tells the
Court that a CFPB inquiry sent to its lenders resulted in the
lenders canceling the company's credit line.  Morgan Drexen says
it's now paying 22% (rather than 4.5%) interest to finance its
working capital needs.

                     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.


MPG OFFICE: Brookfield Extends Tender Offer Until Aug. 2
--------------------------------------------------------
Brookfield Office Properties Inc. said that DTLA Fund Holding Co.,
a direct wholly owned subsidiary of the DTLA Fund, is extending
its previously announced cash tender offer to purchase all
outstanding shares of preferred stock of MPG Office Trust, Inc.,
(MPG: NYSE) until 12:00 midnight, New York City time, at the end
of Friday, Aug. 2, 2013.  BPO previously announced its intention
to acquire MPG pursuant to a merger agreement, dated as of
April 24, 2013, by and among Brookfield DTLA Holdings LLC, a newly
formed fund controlled by BPO (the DTLA Fund), Brookfield DTLA
Fund Office Trust Investor Inc., Brookfield DTLA Fund Office Trust
Inc., Brookfield DTLA Fund Properties LLC, MPG and MPG Office,
L.P.  Upon the closing of the tender offer, preferred stockholders
of MPG will receive $25.00 in cash for each share of MPG preferred
stock validly tendered and not validly withdrawn in the offer,
without interest and less any required withholding taxes.  Shares
of MPG preferred stock that are tendered and accepted for payment
in the tender offer will not receive any accrued and unpaid
dividends on those shares.

The tender offer had been previously set to expire at 12:00
midnight, New York City time, at the end of Wednesday, July 24,
2013.  Except for the extension of the expiration date, all other
terms and conditions of the tender offer remain unchanged.

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

Based on information received from the Depositary, as of July 23,
2013, approximately 190,225 shares of MPG preferred stock had been
tendered and not withdrawn from the offer.  Stockholders who have
already tendered their shares do not have to re-tender their
shares or take any other action as a result of the extension of
the expiration date.

A copy of the amended Schedule TO is available for free at:

                       http://is.gd/jJZbOq

                      About MPG Office Trust

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

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

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

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

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

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

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


NATIONAL ENVELOPE: Schedules Deadline Moved to Aug. 9
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the time within which NE OPCO, Inc., et al., must file their
schedules of assets and liabilities, schedule of income and
expenditures, schedule of executory contracts and unexpired
leases, and statement of financial affairs, to and including
Aug. 9, 2012.

                    About National Envelope

National Envelope is the largest privately-help manufacturer of
envelopes in North America.  Headquartered in Frisco, Texas,
National Envelope has eight plants and 15 percent of the envelope
market.  Revenue of $427 million in 2012 resulted in a $60.1
million net loss, continuing an unbroken string of losses since
2007.

NE OPCO, Inc., doing business as National Envelope, along with
affiliate NEV Credit Holdings, Inc., filed petitions seeking
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-11483) on June 10, 2013.

The company disclosed liabilities including $148.4 million in
secured debt, with $37.5 million owing on a revolving credit and
$15.6 million on a secured term loan.  There is a $55.7 million
second-lien debt 82 percent held by a Gores Group LLC affiliate.

National Envelope, then known as NEC Holdings Corp., first sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on
June 10, 2010.  The business was bought by Gores Group LLC for
$208 million in a bankruptcy sale.

National Envelope, through NE OPCO, has returned to bankruptcy to
pursue a plan of reorganization or sell the assets as a going
concern via 11 U.S.C. Sec. 363.  The Debtor plans to facilitate a
sale of the business with publicly traded competitor Cenveo Inc.

In the new Chapter 11 case, the company has tapped the law firm
Richards, Layton & Finger as counsel, PricewaterhouseCoopers LLP
as financial adviser, and Epiq Bankruptcy Solutions as claims and
notice agent.

The Gores Group is represented by Weil, Gotshal and Manges LLP and
Lowenstein Landler LLP.  Salus Capital Partners, the DIP agent, is
represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht
& Tunnell LLP.   Wells Fargo Capital Finance, LLC, the prepetition
senior agent, is represented by Goldberg Kohn Ltd and DLA Piper.


NATIONAL ENVELOPE: Can Employ Richards Layton as Counsel
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
NE OPCO, Inc., et al., to employ Richards, Layton & Finger, P.A.,
as counsel to the Debtors, nunc pro tunc to the Petition Date.

As reported in the TCR on June 21, 2013, The principal
professionals and paraprofessionals designated to represent the
Debtors and their current standard hourly rates are:

     Professional              Hourly Rate
     ------------              -----------
     Mark D. Collins              $775
     John H. Knight               $675
     Paul N. Heath                $600
     Michael J. Merchant          $600
     Robert C. Maddox             $375
     Tyler D. Semmelman           $375
     William A. Romanowicz        $250
     Rebecca Speaker              $215

Prior to the Petition Date, the Debtors paid Richards Layton a
total retainer of $450,000.

                    About National Envelope

National Envelope is the largest privately-help manufacturer of
envelopes in North America.  Headquartered in Frisco, Texas,
National Envelope has eight plants and 15 percent of the envelope
market.  Revenue of $427 million in 2012 resulted in a $60.1
million net loss, continuing an unbroken string of losses since
2007.

NE OPCO, Inc., doing business as National Envelope, along with
affiliate NEV Credit Holdings, Inc., filed petitions seeking
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-11483) on June 10, 2013.

The company disclosed liabilities including $148.4 million in
secured debt, with $37.5 million owing on a revolving credit and
$15.6 million on a secured term loan.  There is a $55.7 million
second-lien debt 82 percent held by a Gores Group LLC affiliate.

National Envelope, then known as NEC Holdings Corp., first sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on
June 10, 2010.  The business was bought by Gores Group LLC for
$208 million in a bankruptcy sale.

National Envelope, through NE OPCO, has returned to bankruptcy to
pursue a plan of reorganization or sell the assets as a going
concern via 11 U.S.C. Sec. 363.  The Debtor plans to facilitate a
sale of the business with publicly traded competitor Cenveo Inc.

In the new Chapter 11 case, the company has tapped the law firm
Richards, Layton & Finger as counsel, PricewaterhouseCoopers LLP
as financial adviser, and Epiq Bankruptcy Solutions as claims and
notice agent.

The Gores Group is represented by Weil, Gotshal and Manges LLP and
Lowenstein Landler LLP.  Salus Capital Partners, the DIP agent, is
represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht
& Tunnell LLP.   Wells Fargo Capital Finance, LLC, the prepetition
senior agent, is represented by Goldberg Kohn Ltd and DLA Piper.


NATIONAL ENVELOPE: Can Employ PwC LLP as Financial Advisor
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
NE OPCO, Inc., et al., to employ PricewaterhouseCoopers LLP as
financial advisor to the Debtors, nunc pro tunc to the Petition
Date.

As reported in the TCR on June 21, 2013, PwC will assist the
Debtors in discussions with various creditors, lenders and
investors, as the case may be, and will assist in the
continued marketing and sale of the Debtors' assets.

As compensation for its financial advisory services, PwC will
receive:

   * payment of fees and expenses based upon these hourly rates:

        Professional Level             Range
        ------------------             -----
        Partners/Principal          $700 to $800
        Director/ Senior Manager    $500 to $600
        Manager                     $400 to $500
        Senior Associate            $300 to $400
        Associate                   $200 to $300
        Para-professional Staff     $110 to $150

   * reimbursement for reasonable out-of-pocket expenses.

Prepetition, PwC received payment of $400,000 for fees and
expenses incurred or expected to be incurred.  PwC anticipates
that $5,000 to $10,000 was unpaid but the firm will waive any
rights of collection against these services.  PwC will also waive
a $30,000 claim for prepetition auditing services.

                    About National Envelope

National Envelope is the largest privately-help manufacturer of
envelopes in North America.  Headquartered in Frisco, Texas,
National Envelope has eight plants and 15 percent of the envelope
market.  Revenue of $427 million in 2012 resulted in a $60.1
million net loss, continuing an unbroken string of losses since
2007.

NE OPCO, Inc., doing business as National Envelope, along with
affiliate NEV Credit Holdings, Inc., filed petitions seeking
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-11483) on June 10, 2013.

The company disclosed liabilities including $148.4 million in
secured debt, with $37.5 million owing on a revolving credit and
$15.6 million on a secured term loan.  There is a $55.7 million
second-lien debt 82 percent held by a Gores Group LLC affiliate.

National Envelope, then known as NEC Holdings Corp., first sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on
June 10, 2010.  The business was bought by Gores Group LLC for
$208 million in a bankruptcy sale.

National Envelope, through NE OPCO, has returned to bankruptcy to
pursue a plan of reorganization or sell the assets as a going
concern via 11 U.S.C. Sec. 363.  The Debtor plans to facilitate a
sale of the business with publicly traded competitor Cenveo Inc.

In the new Chapter 11 case, the company has tapped the law firm
Richards, Layton & Finger as counsel, PricewaterhouseCoopers LLP
as financial adviser, and Epiq Bankruptcy Solutions as claims and
notice agent.

The Gores Group is represented by Weil, Gotshal and Manges LLP and
Lowenstein Landler LLP.  Salus Capital Partners, the DIP agent, is
represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht
& Tunnell LLP.   Wells Fargo Capital Finance, LLC, the prepetition
senior agent, is represented by Goldberg Kohn Ltd and DLA Piper.


NEOMEDIA TECHNOLOGIES: COO's Employment to End July 31
------------------------------------------------------
George O'Leary will complete his appointment as chief operating
officer of NeoMedia Technologies, Inc., effective July 31, 2013.
Mr. O'Leary will remain on the Company's Board of Directors
(initially appointed in February 2007) and as the Chairman of the
Board's Audit Committee.

Mr. O'Leary has served with distinction as the Company's cOOhief
Operating Officer since Oct. 19, 2010, during a period marked by
significant growth in mobile barcode technology and an uncertain
economic environment completing many valuable assignments in the
COO role.  He is currently president of SKS Consulting of South
Florida Corporation.

                    About NeoMedia Technologies

Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode
scanning solutions.  The Company's technology allows mobile
devices with cameras to read 1D and 2D barcodes and provide "one
click" access to mobile content.

The Company reported a net loss of $849,000 in 2011, compared with
net income of $35.09 million in 2010.  The Company's balance sheet
at March 31, 2013, showed $5.23 million in total assets, $62.51
million in total liabilities, all current, $5.18 million in
convertible preferred stock and a $62.46 million total
shareholders' deficit.

After auditing the 2011 results, Kingery & Crouse, P.A, in Tampa,
FL, expressed substantial doubt about the Company's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
ongoing requirements for additional capital investment.


NEW ENERGY: Gets OK to Use DOE's Cash Collateral Until Aug. 18
--------------------------------------------------------------
The Hon. Harry C. Dees, Jr. of the U.S. Bankruptcy Court for the
Northern District of Indiana signed off on an agreed order
granting New Energy Corp.'s fifth motion for authority to use cash
collateral.

Secured lender United States Department of Energy DOE has
consented to the use of cash collateral to pay expenses of the
Chapter 11 case until  Aug. 18, 2013.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant DOE replacement liens
on all properties, and a superpriority administrative expense
claims status, subject to carve out on certain expenses.

As reported by the Troubled Company Reporter on March 22, 2013,
the Debtor became indebted to the U.S. Department of Energy upon
the Debtor's acquisition of its business from an entity that had
defaulted on a loan guaranteed by DOE under the Alcohol Fuels
Program.  As of the Petition Date, the Debtor's total obligations
to DOE totaled $33,349,500.

The Debtor is also indebted to LF Financial, LLC, pursuant to
certain various credit facilities in the aggregate amount of
$7,097,000 as of the Petition Date.

The debt owed to both DOE and LF Financial is secured by valid,
enforceable, properly perfected and non-avoidable liens and
security interests in all of the Debtor's property.  DOE has first
priority liens of up to $2.6 million in collateral, and the
remainder of the DOE's liens is equal in priority with those of LF
Financial.

                      About New Energy Corp.

New Energy Corp. filed a Chapter 11 petition (Bankr. N.D. Ind.
Case No. 12-33866) in South Bend, Indiana, on Nov. 9, 2012.

The Debtor's ethanol facility is the first large-scale Greenfield
ethanol plant constructed in the U.S. and is capable of producing
100 million gallons of ethanol per year.  The Debtors has operated
continuously, without interruption since 1984.  The Debtor's
operations generated over $280 million in revenue in 2011.
At historical production rates, the Company employs 85 to 90
people to run operations, power the plant and to administer the
business operations of the Debtor.

Jeffrey J. Graham, Esq., at Taft Stettinius & Hollister LLP, in
Indianapolis, serves as counsel.  The Debtor estimated assets of
at least $10 million and liabilities of at least $50 million.

New Energy and its Official Committee of Unsecured Creditors have
filed a Plan of Liquidation for the Debtor.  The Plan is dated
June 6, 2013.  According to the Disclosure Statement, the Plan
will be funded through the collection and liquidation of the
remaining assets of the Debtor into cash.  The Plan also creates a
Liquidating Trust.  The Debtor's estate will contribute the
remaining assets to the Liquidating Trust for the benefit of
creditors of the Debtor.

The Plan also incorporates a settlement which resulted from
negotiations between and among the Debtor and certain key creditor
constituents in the case, including the Committee and the Debtor's
prepetition senior lender, the U.S. Department of Energy.

Under the terms of the Plan Settlement, the Prepetition Senior
Lender and the Prepetition Junior Lenders will provide cash, in an
amount not to exceed $75,000, to fund the Liquidating Trust and
the Prepetition Junior Lenders will reduce their pro rata share of
the proceeds of the remaining assets.

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


NEW ENGLAND COMPOUNDING: Insolvency Ruling to Pave Way for Suits
----------------------------------------------------------------
Ama Sarfo of BankruptcyLaw360 reported that a Massachusetts
bankruptcy judge issued a key ruling that the New England
Compounding Center, which was behind a nationwide meningitis
outbreak, was insolvent when it filed for Chapter 11 bankruptcy, a
decision that will enable liability and wrongful death suits
against third parties.

According to the report, on July 17, a committee representing
outbreak victims urged the court to declare NECC insolvent, as,
under several state laws, the company must receive the declaration
before victims can pursue claims against health care providers and
others who distributed the tainted products in individual suits or
a currently pending multidistrict litigation.

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012,
after a meningitis outbreak linked to an injectable steroid,
methylprednisolone acetate ("MPA"), manufactured by NECC, killed
39 people and sickened 656 in 19 states, though no illnesses have
been reported in Massachusetts.  The Debtor owns and operates the
New England Compounding Center is located in Framingham, Mass.  In
October 2012, the company recalled all its products, not just
those associated with the outbreak.


NEW MEATCO: ML's Bid to Reconsider Lease Rejection Order Denied
---------------------------------------------------------------
Bankruptcy Judge Peter H. Carroll denied ML Long Beach, LLC's
Motion to Reconsider a June 2013 lease rejection order for a
certain commercial property located at 2652 Long Beach Avenue, Los
Angeles, California.

ML was the lessor and New Meatco Provisions, LLC was the lessee of
the Long Beach Avenue premises.

In a July 16, 2013 decision available at http://is.gd/c79WASfrom
Leagle.com, Judge Carroll held that the Bankruptcy Court applied
the correct legal standard in determining that New Meatco's
unexpired lease of the Premises from ML could be rejected
retroactively to May 10, 2013.  Because ML has failed to establish
that the Court either committed clear error or abused its
discretion in authorizing rejection of ML's lease retroactive to
May 10, 2013, reconsideration of the Rejection Order is denied,
the judge said.

New Meatco Provisions, LLC filed for bankruptcy on May 8, 2013
(Bankr. C.D. Calif, Case No. 13-22155).  The Company listed
$1 million to $10 million in assets and $10 million to $50 million
in liabilities.  Arent Fox LLP represents the Debtor.


NNN CYPRESSWOOD: Has Until Aug. 28 to File Chapter 11 Plan
----------------------------------------------------------
The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois extended until Aug. 28, 2013, NNN
Cypresswood Drive 25, LLC's exclusive right to file a plan of
reorganization.

The Debtor has already filed a Plan and Disclosure Statement in
the case.  The Debtor notes that its ability to confirm the
currently filed Plan is dependent upon the District Court's ruling
in an appeal.  The Debtor is awaiting a decision from the District
Court on the appeal on the foreclosure of WBCMT on the non-Debtor
TICs' interests in the property.

           Plan Outline Hearing Continued Until Aug. 28

Judge Wedoff also has continued until Aug. 28, 2013, at 10 a.m.,
the hearing to consider adequacy of information in the Disclosure
Statement explaining NNN Cypresswood's proposed Chapter 11 Plan.

As reported by the Troubled Company Reporter on May 6, 2013, the
hearing was previously set for May 22 at 10:30 a.m.  The TCR
reported on March 28, 2013, that the Plan provides for the "roll-
up" of the tenant-in-common interests of 33 single purpose limited
liability companies, including the Debtor, in improved real
property located in Houston, Texas, into membership interests
in a single limited liability company.  Under the Plan,
administrative expense claims will be paid in full.  General
unsecured claims of $8,306 will be paid 50% within six months of
the plan effective date and the other 50% within 12 months of the
Effective Date.  A copy of the Disclosure Statement is available
for free at:

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

                            Welch Exits

Meanwhile, the Bankruptcy Court has authorized Brian P. Welch,
Esq., at Crane, Heynan, Simon, Welch & Clar to withdraw as counsel
to NNN Cypresswood Drive 25, LLC.  He was previously at Arnstein &
Lehr.  As reported by the Troubled Company Reporter on June 28,
2013, Mr. Welch said he has left Arnstein and that his former
colleagues at Arnstein will continue to represent the Debtor.

                    About NNN Cypresswood Drive

NNN Cypresswood Drive 25, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 12-50952) on Dec. 31, 2012, in Chicago.  The
Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec.
101(51B), has principal assets located at 9720 & 9730 Cypresswood
Drive, in Houston, Texas.  The Debtor valued its assets and
liabilities at less than $50 million.  In its schedules, the
Debtor disclosed assets of Unknown amount and $35,181,271 in
liabilities as of the Chapter 11 filing.

Attorneys at Arnstein & Lehr LLP, in Chicago, represent the Debtor
as counsel.  Mubeen M. Aliniazee and Highpoint Management
Solutions, LLC, serve as the Debtor's financial consultant


NNN CYPRESSWOOD: Status/Ruling on Case Dismissal Set for Aug. 21
----------------------------------------------------------------
The Hon. Eugene R. Wedoff of the U.S. Bankruptcy Court for the
Northern District of Illinois will convene a status hearing on
Aug. 21, 2013, at 10 a.m., to consider a briefing schedule for the
motion for relief from stay, and motion to dismiss the Chapter 11
case of NNN Cypresswood Drive 25, LLC.  Objections, if any, are
due July 24, and reply to objections are due Aug. 7.

Secured creditor WBCMT 2007-C33 OFFICE 9729 LLC requested relief
from the automatic stay against the Debtor, or, in the
alternative, dismissal of the Chapter 11 case as a bad faith
filing.

According to WBCMT, by and though its counsel Jill L. Nicholson,
Esq., at Foley & Lardner LLP, among other things, the Debtor's
strategy has failed, on May 7, 2013, WBCMT successfully credit bid
its debt and foreclosed on the interests of 32 other non-debtor
TIC owners, and the Debtor's schedules already establish that it
is unable to redeem the property.

                    About NNN Cypresswood Drive

NNN Cypresswood Drive 25, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ill. Case No. 12-50952) on Dec. 31, 2012, in Chicago.  The
Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec.
101(51B), has principal assets located at 9720 & 9730 Cypresswood
Drive, in Houston, Texas.  The Debtor valued its assets and
liabilities at less than $50 million.  In its schedules, the
Debtor disclosed assets of Unknown amount and $35,181,271 in
liabilities as of the Chapter 11 filing.

Attorneys at Arnstein & Lehr LLP, in Chicago, represent the Debtor
as counsel.  Mubeen M. Aliniazee and Highpoint Management
Solutions, LLC, serve as the Debtor's financial consultant.


NORD RESOURCES: Issues $222,000 Convertible Notes
-------------------------------------------------
Nord Resources Corporation issued convertible promissory notes in
the aggregate principal amount of $222,099 consisting of:

   (a) Two convertible promissory notes that were issued to two
       existing creditors of the Company, to evidence the
       Company's promise to repay to the 20 percent Noteholders an
       aggregate of $57,252, together with interest at a rate of
       20 percent per annum on the unpaid balance of the
       principal;

   (b) a convertible promissory note that was issued to Ronald
       Hirsch, the Chair of the Company's Board of Directors, to
       evidence the Company's promise to repay Mr. Hirsch the sum
       of $89,580, together with interest at a rate of 10 percent
       per annum on the unpaid balance of the principal; and

   (c) a convertible promissory note that was issued to Stephen
       Seymour, a member of the Company's Board of Directors, to
       evidence the Company's promise to repay Mr. Seymour the sum
       of $75,267, together with interest at a rate of 10 percent
       per annum on the unpaid balance of the principal.

Each of the 20 percent Notes will become due and payable on the
earlier of Jan. 14, 2014, and the closing of a financing
transaction by the Company for gross proceeds in excess of
US$20,000,000.

Each of the 10 percent Notes will become due and payable on the
earlier of July 18, 2016, and the closing of a financing
transaction by the Company for gross proceeds in excess of
US$20,000,000.

The 20 percent Notes and the 10 percent Notes may be prepaid at
any time without penalty.

The principal amount of $28,626 advanced under each 20 percent
Note was applied to pay in full the outstanding principal amount
and accrued interest under an existing convertible promissory note
issued by the Company to each 20 percent Noteholder on July 30,
2012, in the principal amount of $25,000 and bearing interest at
the rate of 15 percent per annum.

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

                         http://is.gd/yV5Rea

                        About Nord Resources

Based in Tuczon, Arizona, Nord Resources Corporation
(TSX:NRD/OTCBB:NRDS.OB) -- http://www.nordresources.com/-- is a
copper mining company whose primary asset is the Johnson Camp
Mine, located approximately 65 miles east of Tucson, Arizona.
Nord commenced mining new ore in February 2009.

On June 2, 2010, Nord Resources appointed FTI Consulting to advise
on refinancing structures and strategic alternatives.

Nord Resources disclosed a net loss of $10.25 million on $8.14
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $10.31 million on $14.48 million of net sales
in 2011.  The Company's balance sheet at March 31, 2013, showed
$50.09 million in total assets, $70.20 million in total
liabilities and a $20.10 million total stockholders' deficit.

"The results for 2012 continued to reflect the effects of the
measures that Nord implemented beginning in July 2010 to reduce
our costs, maximize cash flow, and improve operating
efficiencies," said Wayne Morrison, chief executive and chief
financial officer.

Mayer Hoffman McCann P.C., in Denver, Colorado, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company reported net losses of ($10,254,344) and
($10,316,294) during the years ended Dec. 31, 2012, and 2011,
respectively.  In addition, as of Dec. 31, 2012 and 2011, the
Company reported a deficit in net working capital of ($57,999,677)
and ($51,783,180), respectively.  The Company's significant
historical operating losses, lack of liquidity, and inability to
make the requisite principal and interest payments due under the
terms of the Amended and Restated Credit Agreement with its senior
lender raise substantial doubt about its ability to continue as a
going concern.

                        Bankruptcy Warning

"The Company's continuation as a going concern is dependent upon
its ability to refinance the obligations under the Credit
Agreement with Nedbank, the Copper Hedge Agreement with Nedbank
Capital, and the note payable with Fisher, thereby curing the
current state of default under the respective agreements.  Any
actions by Nedbank, Nedbank Capital or Fisher Industries to
enforce their respective rights could force us into bankruptcy or
liquidation."


NORSE ENERGY: Gets Nod on Plan to Sell NY Drilling Rights
---------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that a New York
bankruptcy judge indicated that he would approve oil and gas
producer Norse Energy Corp. USA's plan to sell some of its
drilling rights to 130,000 acres of land in the state, as the
company continues to wait through a state moratorium on hydraulic
fracking.

According to the report, Norse Energy hopes to sell enough of its
1,400 land-based assets -- about 1,100 in Central New York and
approximately 300 in the western part of the state -- to pay off a
$3.8 million post-petition loan.

                       About Norse Energy

Norse Energy Corp. ASA's U.S. subsidiary holding company, Norse
Energy Holdings, Inc., filed a voluntary petition for Chapter 11
bankruptcy protection (Bankr. W.D.N.Y. Case No. 12-13695) on Dec.
7, 2012, estimating less than $50,000 in assets and less than
$100,000 in liabilities.  The Debtor is represented by Janet G.
Burhyte, Esq., at Gross, Shuman, Brizdle & Gilfillan, P.C., in
Buffalo, New York.  Judge Carl L. Bucki presides over the case.

The Company has a significant land position of 130,000 net acres
in New York State with certified 2C contingent resources of 951
MMBOE as of June 30, 2012.


NORTHCORE TECHNOLOGIES: Updates Info. Circular for Annual Meeting
-----------------------------------------------------------------
Northcore Technologies Inc. provided additional disclosure to the
Management Information Circular dated June 18, 2013, for the
annual and special meeting of shareholders held July 23, 2013.
This update is at the request of the Ontario Securities Commission
upon review of the Circular relative to Continuous Disclosure
Obligations and Protection of Minority Security Holders in Special
Transactions.

Particulars of Matters to be Acted Upon

The Asset Purchase Transaction: Title to the renewable-diesel
intellectual property being purchased from Cielo Gold Corp. in the
proposed Asset Purchase Transaction, was bound by a new interim
agreement dated June 12, 2013, between Cielo and Blue Horizon
Industries Inc. at point of issuing Northcore's Circular;
completion of the purchase by Cielo of the Assets is effective on
July 22, 2013, and confirmation of title transfer for the Assets
will be provided to Northcore during completion of due diligence
prior to closing the Asset Purchase Transaction.  Cielo's title to
the demonstration plant has been transferred from Blue Horizon as
of July 22, 2013.

The purchase price for the Assets of up to $3,500,000 used a 5 day
trailing average of Northcore's share price of $0.013 per share,
times the proposed number of shares issued for a 48 percent equity
ownership position in Northcore.  The valuation was determined to
be reasonable now that the technology has achieved the important
milestone of evidencing a successful field test in the production
of high quality renewable diesel fuel in its demonstration plant.
The approach to valuation in negotiations was a view of the
potential revenue stream from commercializing the Bio-Diesel
intellectual property and that the board of directors view the
return potential and the net present value for the first cluster
of 6 refineries, as a well negotiated purchase price by Northcore,
a price that is below what could be viewed as fair value and below
the total amount that has been invested in creating the IP life-
to-date.  This approach to valuation, supports management's belief
in venture level return potential for the negotiated purchase
price.  The Assets are comprised of intellectual property that
enable the scaled production of high margin modular renewable-
diesel refineries, as well as the field demonstration plant that
has a current book value of $286,003.

Don Allan's role as CEO and on Boards of Directors within the Blue
Horizon Group of Companies and Cielo Gold Corp, the entities
involved with the Asset Purchase Transaction, are disclosed on
page 5 of the Circular.

Related Party Disclosure: Rule 61-501 referenced in the Circular
was replaced with Rule 61-101 and as the "related party
transaction" contextual review of the Asset Purchase Transaction,
Northcore maintains its confirmation that "at the time the
transaction was agreed to, there was no prior involvement between
the parties".  Although Don Allan has ownership position in Blue
Horizon and Cielo but it does not have a conflict of interest in
the transaction as he did not have ownership interests in the
assets or securities of Northcore.  Further, as a result of the
proposed transaction, there is no change in control of the Board
of Directors, less than 50 percent of the equity base of Northcore
would be affected by the transaction, and Don Allan will remain at
arms-length to the Asset Purchase Transaction by having no
involvement in the transaction on behalf of Northcore.

Don Allan was announced as CEO of Northcore on June 10, 2013,
after the Asset Purchase Transaction was agreed to, in order to
begin implementation of the strategic relationship between
Northcore and Cielo.  Don Allan fills the CEO vacancy at Northcore
over the past 8 months, temporarily fulfilled by Interim CEO,
James Moskos.  Continuation of Don Allan in the role of CEO at
Northcore will be contingent upon closing the proposed Asset
Purchase Transaction.

Election of Directors: Don Allan has been removed from the
nominated directors of Northcore, due to an omission of Continuous
Disclosure Obligations in the Circular related to the Blue Horizon
Industries Inc. cease trade order issued by the Alberta Securities
Commission and the British Columbia Securities Commission on
March 6, 2012, and Aug. 9, 2012 respectively, while Don Allan was
acting as a director and CEO of Blue Horizon.  OSC (NI 51-102)
requires the disclosure of certain matters if a proposed director
is, or has been, as director, chief executive officer or chief
financial officer of any company that was subject to an order that
was issued while the proposed director was acting in the capacity
as director, chief executive officer or chief financial officer.

Implications of the Asset Purchase Transaction Not Closing:
Management believes that completion of the proposed transaction
will satisfy the continued listing review of Northcore currently
underway with the TSX, as well as, supporting an attractive offer
to potential Northcore investors.  There is no certainty that
regulatory approval will be received for the proposed transaction.
TSX has not approved the transaction as at July 22, 2013.
Company's continued listing review, pending further analysis and a
review meeting on July 31, 2013 with the TSX.  Should the Asset
Purchase Transaction not close, there is an increased risk that
Northcore shares would be delisted from trading on the TSX upon
their review meeting on July 31, 2013, and that a circumstance of
financial duress would be the basis for seeking further funding,
the combination of which would challenge Northcore as a going
concern.

                   About Northcore Technologies

Toronto, Ontario-based Northcore Technologies Inc. (TSX: NTI; OTC
BB: NTLNF) -- http://www.northcore.com/-- provides a Working
Capital Engine(TM) that helps organizations source, manage,
appraise and sell their capital equipment.  Northcore offers its
software solutions and support services to a growing number of
customers in a variety of sectors including financial services,
manufacturing, oil and gas and government.

Northcore owns 50 percent of GE Asset Manager, LLC, a joint
business venture with GE.  Together, the companies work with
leading organizations around the world to help them liberate more
capital value from their assets.

The Company reported a loss and comprehensive loss of
C$3.93 million in 2011, compared with a loss and comprehensive
loss of C$3.03 million in 2010.

The Company's balance sheet at March 31, 2013, showed
C$2.63 million in total assets, C$1.17 million in total
liabilities and C$1.46 million in total shareholders' equity.


OLD SECOND: Reports $3.5 Million Net Income in Second Quarter
-------------------------------------------------------------
Old Second Bancorp, Inc., reported net income of $3.47 million on
$16.93 million of total interest and dividend income for the three
months ended June 30, 2013, as compared with net income of $1.25
million on $19.73 million of total interest and dividend income
for the same period during the prior year.

For the six months ended June 30, 2013, the Company reported net
income of $8.94 million on $34.42 million of total interest and
dividend income, as compared with a net loss of $1.71 million on
$39.18 million of total interest and dividend income for the same
period during the prior year.

As of June 30, 2013, the Company had $1.93 billion in total
assets, $1.86 billion in total liabilities and $71.10 million in
total stockholders' equity.

Chairman Bill Skoglund said, "Our second quarter and six month
results are encouraging as we continue to transition to
consistent, high quality earnings.  The economic and competitive
environments remain challenging and we expect to be further tested
as we progress through 2013.  We have received benefit from our
traditional community banking programs in business and personal
lending, deposit services, card services, wealth management and
residential mortgage banking.  Further, our experienced and
dedicated professional staff (augmented by several key additions)
has continued to excel at our relationship approach to banking
related services.  Last, our customers remain loyal to Old Second
as a long standing organization with outstanding quality and deep
roots in our market areas."

A copy of the press release is available for free at:

                        http://is.gd/ATlNfR

                          About Old Second

Old Second Bancorp, Inc., is a financial services company with its
main headquarters located in Aurora, Illinois.  The Company is the
holding company of Old Second National Bank, a national banking
organization headquartered in Aurora, Illinois and provides
commercial and retail banking services, as well as a full
complement of trust and wealth management services.  The Company
has offices located in Cook, Kane, Kendall, DeKalb, DuPage,
LaSalle and Will counties in Illinois.

Old Second reported a net loss available to common stockholders of
$5.05 million in 2012, as compared with a net loss available to
common stockholders of $11.22 million in 2011.


PACIFIC RIM: Incurs $4.7-Mil. Net Loss in Fiscal 2013
-----------------------------------------------------
Pacific Rim Mining Corp. reported in a news release Thursday its
financial and operating results for the fiscal year ended
April 30, 2013.  On July 26, 2012, the Company filed on Form 20-F
its audited annual consolidated financial statements for fiscal
2013.

The Company recorded a net loss of US$4.7 million for the fiscal
year ended April 30, 2013, compared with a net loss of
US$1.8 million for the year ended April 30, 2012.  The increase in
net loss, despite decreased expenses for exploration activity,
stock-based compensation and professional services, is primarily
related to a substantial increase in costs related to the El
Dorado project arbitration claim (the "Arbitration") as well as
substantially less gains on the Company's derivative liability in
fiscal 2013 compared to fiscal 2012, according to the news
release.

Arbitration-related expenses totaled US$2.0 million during fiscal
2013 compared to US$0.5 million during fiscal 2012.  Gains on
derivative liability decreased substantially year over year, from
US$2.1 million during fiscal 2012 to US$0.2 million during fiscal
2013) reflecting decreases in the Company's share price and the
expiration of a majority of the Company's outstanding warrants.

The Company's balance sheet at April 30, 2013, showed
US$7.0 million in total assets, US$2.0 million in total
liabilities, and stockholders' equity of $5.0 million.

                     Going Concern Uncertainty

"During the year ended April 30, 2013, the Company had a loss of
US$4,680,000 and as at April 30, 2013, had an accumulated deficit
of $94,495,000 and a working capital deficiency of US$465,000.
The Company will require additional funding to maintain its
ongoing exploration programs and property commitments, for
administrative purposes and for the arbitration and legal costs
related to the case under the El Salvador's Foreign Investment Law
between the Company and the Government of El Salvador, which is
being administered by the Centre for Settlement of Investment
Disputes ("ICSID").  The legal and arbitration costs for the case
are substantial."

According to the Company, the foregoing events and conditions
raise substantial doubt about the Company's ability to continue as
a going concern.

A copy of the news release is available at http://is.gd/41SO3V

A copy of the Form 20-F is available at http://is.gd/Q6iJiE

                     About Pacific Rim Mining

Vancouver-based Pacific Rim Mining Corp. is a mineral exploration
company focused on high grade, environmentally clean gold deposits
in the Americas and committed to excellence in environmental
stewardship and social responsibility.  Pacific Rim's primary
asset is the advanced-stage, vein-hosted El Dorado gold deposit in
El Salvador, where the Company also owns several grassroots gold
projects.  The Company is continuously evaluating additional
exploration opportunities elsewhere in the Americas.  Pacific
Rim's shares trade under the symbol PMU on the Toronto Stock
Exchange ("TSX") and on the OTCQX market in the US under the
symbol PFRMF.


PATRIOT COAL: Retiree Panel Withdraws Rule 2004 Motion
------------------------------------------------------
The Official Committee of Salaried Retirees of Patriot Coal
Corporation, et al., has withdrawn its motion for entry of an
order authorizing the examination of the Debtors pursuant to Rule
2004 of the Federal Rules of Bankruptcy Procedure filed in the
Debtor's bankruptcy proceeding on March 18, 2013.

As a backgrounder, on Feb. 26, 2013, the Debtor and certain
retirees stipulated to an agreed order, pursuant to which the
Retiree Committee was formed.  Pursuant to the Agreed Order, a
hearing was scheduled for April 23, 2013 (the "Initial Hearing")
for the Bankruptcy Court to determine whether some or all of the
Covered Benefits (as defined in the Agreed Order) sought to be
discontinued or modified by the Debtors are subject to the
Debtors' asserted right of unilateral termination (such benefits,
the "Amendable Benefits"), and, if so, whether the Debtors' motion
to terminate some or all of the Covered Benefits (the "363
Motion") should be granted with respect to such Amendable
Benefits.

On March 13, 2013, counsel for the Retiree Committee sent a
document request to counsel for Respondents Peabody Energy
Corporation, Peabody Holding Company and Peabody Coal Company,
requesting that the Respondents provide any requested document to
the Retiree Committee on or before March 27, 2013.  According to
the Movant, the requested documents are necessary for it to
prepare for the Initial Hearing.  According to papers filed with
the Court on March 18, 2013, while counsel for the Respondents has
on a few separate occasions indicated that he was in the process
of reaching out to his clients and would participate in a meet and
confer telephone conference, as of the date of the Motion, counsel
had not provided a date or time for such conference.

As reported in the TCR on March 25, 2013, Peabody objected to the
Retiree Committee's request to (i) waive the meet-and-confer
requirement of Local Rule 2004(A) and (ii) shorten the notice
requirement of Local Rule 2004(C).  In support of this objection,
Peabody said:

  * The Retiree Committee has shown no cause whatsoever for asking
the Court to absolve the Retiree Committee of the requirement that
it meet and confer in good faith pursuant to Local Rule 2004(A).
First, the Retiree Committee's initial demand that Peabody respond
to an extremely broad document request -- covering more than
40 years' worth of documents -- in one day was unreasonable on its
face.  Second, after Peabody's counsel had reached out to
communicate several times about the status of their attempts to
reach the appropriate personnel at Peabody, counsel for the
Retiree Committee proceeded to file its Bankruptcy Rule 2004
Motion without waiting to confer, knowing that Peabody's counsel
was in Court.

  * The Retiree Committee has not attempted to show cause for
seeking to require Peabody to provide a detailed response to the
Motion in three days, especially when the Motion pertains to broad
requests that cover more than 40 years.  For the Retiree Committee
to state that Peabody "has had notice of these requests since
March 13, 2013," with full knowledge of the attempts of Peabody's
counsel to confer with their client and provide a response, flouts
this Court's good-faith conference requirement.  Given the Retiree
Committee's perfunctory observance of this Court's rules, there is
no reason for the Court to hear this matter before Peabody even
has the seven days permitted by rule to respond.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PATRIOT COAL: Can Employ Gordon & Gordon as Special Counsel
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri
authorized Patriot Coal Corporation, et al., to employ Gordon &
Gordon, P.S.C., as special counsel for the Debtors effective
Aug. 1, 2013.

For services rendered and reimbursement of expenses incurred prior
to Aug. 1, 2013, Gordon & Gordon will be compensated for services
rendered and reimbursed for expenses incurred in accordance with
the Order authorizing the Debtors to employ Ordinary Course
Professionals, nunc pro tunc to the Petition Date, entered by the
SDNY Bankruptcy Court on Aug. 2, 2012.

As reported in the TCR on July 5, 2013, the Debtors ask the
Bankruptcy Court for authorization to employ Gordon & Gordon,
P.S.C., as the Debtors' special land transaction and land
litigation counsel effective Aug. 1, 2013.  Gordon & Gordon will
render, among others, these professional services:

a. prepare, on behalf of the Debtors in support of Debtors' coal
and land development activities in Kentucky, all necessary and
appropriate surface and coal deeds, leases and subleases, purchase
and lease options, lease assignments, land purchase contracts,
coal conveyor beltline and power transmission line easements and
right-of-way agreements, and land use agreements, together with
any complaints, petitions, motions, proposed orders, other
pleadings, notices and other documents in connection with certain
land related litigation and administrative proceeding in Kentucky
(the "Retained Matters");

b. advise and assist the Debtors in connection with or concerning
the Retained Matters including without limitation the performance
of title examinations and lien searches and the submission to
Debtors of title opinion certification letters and reports; and

c. perform all other necessary or appropriate legal services in
connection with or concerning the Retained Matters, including,
without limitation, representation of the Debtors in land related
litigation and administrative proceedings in Kentucky.

Gordon & Gordon's hourly billing rates for the Retained Matters
are $150 to $180 per hour for professionals and $70 to $85 per
hour for paraprofessionals, which may change from time to time
in accordance with Gordon & Gordon's established billing practices
and procedures.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PATRIOT COAL: Can Employ Veritas Consulting as Special Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri
authorized Patriot Coal Corporation, et al., to employ The U.S.
Bankruptcy Court for the Eastern District of Missouri authorized
Patriot Coal Corporation, et al., to employ Veritas Consulting,
LLC, as special counsel for regulatory and related matters
effective Aug. 15, 2013.

For services rendered and reimbursement of expenses incurred prior
to Aug. 15, 2013, Veritas will be compensated for services
rendered and reimbursed for expenses incurred in accordance with
the Order authorizing the Debtors to employ Ordinary Course
Professionals, nunc pro tunc to the Petition Date, entered by the
SDNY Bankruptcy Court on Aug. 2, 2012.

As reported in the TCR on July 5, 2013, Veritas will render, among
others, these professional services:

a. monitor and assist compliance with all court orders and consent
decrees related to pending selenium litigation (including but not
limited to liaison with plaintiff environmental activists, the
court-appointed Special Master and federal and state regulatory
agencies), develop selenium treatment and compliance strategies,
and advise and counsel the Debtors on certain other issues related
to environmental compliance and permitting (the "Retained
Matters"); and

b. perform all other necessary or appropriate services in
connection with the Retained Matters.

Veritas intends to (a) charge for its legal services in connection
with the Retained Matters on a flat-fee monthly basis at a rate of
$33,333.33 per month.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PENSON WORLDWIDE: Plan Objections Filed; Conf. Hearing on July 31
-----------------------------------------------------------------
A hearing will be held on July 31, 2013 at 10:00 a.m. (prevailing
Eastern Time), before the Honorable Peter J. Walsh of the United
States Bankruptcy Court for the District of Delaware to consider
confirmation of Penson's Fourth Amended Joint Liquidation Plan.

These parties have filed objections to Penson Worldwide, Inc., and
its affiliated debtors' Fourth Amended, including:

* The United States, on behalf of the Internal Revenue Service
   saying the Penson Worldwide, Inc., has not filed it corporate
   Form 1120 for the 2012 tax year.  This return is out on
   extension until September 15, 2013. IRS objects to confirmation
   of the Plan unless and until all outstanding federal tax
   returns are filed. The IRS is represented by Charles M. Oberly,
   III, Esq.

* The George E. Morris Revocable Trust arguing that the Plan, as
   proposed, should not be confirmed because it does not contain
   sufficient protections for holders of Disputed Claims; it does
   not establish a sufficient reserve for Disputed Claims. The
   Trust is represented by Brya M. Keilson, Esq. --
   bkeilson@gsbblaw.com -- Michael Busenkell, Esq. --
   mbusenkell@gsbblaw.com -- at Gellert Scali Busenkell & Brown,
   LLC.

* Grace Financial Group LLC complaining that the Plan gives PTL
   discretion to unilaterally estimate the amount of each Disputed
   Claim and only reserve that estimated amount, rather than set
   aside a reserve that includes the amount of each Disputed Claim
   as filed. Grace Financial is represented by Brya M. Keilson,
   Esq. -- bkeilson@gsbblaw.com -- Michael Busenkell, Esq. --
   mbusenkell@gsbblaw.com -- at Gellert Scali Busenkell & Brown,
   LLC.

* Andrzej Abraszewski, a claimant, saying certain sections of the
   Plan are objectionable especially pertaining to enjoinment of
   creditors who may hold claims from taking certain actions. Mr.
   Abraszewski is represented by Scott J. Leonhardt, Esq. --
   leonhardt@teamrosner.com -- at THE ROSNER LAW GROUP LLC.
   Mr. Abraszewski's objection is joined by NDV Investment
   Company, JM Property SP Z.O.O. SP K, Jerzy Mendelka and Adamba
   Imports International, Inc., also represented by Mr. Leonhardt.

* The Missouri Department of Revenue contending that the Plan
   lack specificity regarding the payment of Priority Tax Claims
   and, as such, would be extremely difficult to enforce in the
   event of a default in plan payments. MDOR is represented by
   Sheryl L. Moreau, Special Attorney General.

* SunGard Financial Systems LLC filed a Notice of Assertion and
   Reservation of Rights with respect to the proposed Liquidation
   Plan. Sungard is represented by John Bird, Esq., Raymond M.
   Patella, Esq., at FOX ROTHSCHILD LLP and JAMES A. TIMKO, Esq.
   -- jtimko@shutts.com -- at SHUTTS & BOWEN LLP.

* The Texas Comptroller of Public Accounts saying it objects to
   confirmation of the Plan unless adequate changes are made to
   address its concerns including in the event that payment to the
   Texas Comptroller is delayed beyond the Plan's Effective Date
   for any reason, the Plan should provide that post-confirmation
   interest will accrue on the claim in accordance with applicable
   nonbankruptcy law. The Texas Comptroller is represented by John
   Mark Stern -- John.Stern@texasattorneygeneral.gov -- Assistant
   Attorney General, Bankruptcy & Collections Division.

The Debtors have filed with the Court a Plan Supplement, a full-
text copy of which is available at http://is.gd/lIBflocontaining:

  * Form of PTL LLC Agreement
  * Form of Liquidation Trust Agreement
  * List of Executory Contracts to be Assumed

Penson is represented by Pauline K. Morgan, Esq., Curtis J.
Crowther, Esq., Kenneth J. Enos, Esq., Ashley E. Markow, Esq., of
Young Conaway Stargatt & Taylor, LLP, and Andrew N. Rosenberg,
Esq., and Oksana Lashko, Esq., of Paul, Weiss, Rifkind, Wharton &
Garrison LLP.

                    About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PENSON WORLDWIDE: Files Bid to Estimate Claims for Voting Purposes
------------------------------------------------------------------
Penson Worldwide, Inc., and its affiliated debtors ask the Court
to enter an order temporarily allowing litigation claims, solely
for purposes of voting to accept or reject their Fourth Amended
Joint Liquidation Plan, in the amount of $1.00 as opposed to the
amounts and classifications asserted in the Litigation Claims.

Counsel for the Debtors, Ryan M. Bartley, Esq., at Young Conaway
Stargatt & Taylor, LLP, says the Litigation Claims are the subject
of either pending or as-yet-unfiled proceedings against the
Debtors, and the amount of the Debtors' liability for
such claims, if any, is undetermined and unliquidated.
Furthermore, the Debtors dispute their liability for each of the
Litigation Claims and intend to defend against those claims
through the alternative dispute resolution procedures and, absent
resolution therein, through litigation before the Court or other
tribunals with jurisdiction over the Litigation Claims, adds Mr.
Bartley.

The liquidated, nominal amounts asserted in the Litigation Claims
represent a substantial dollar amount of the claims in their
respective classes:

            Litigation Claims             Total Class
            -----------------             -----------
            No.      Nominal             No. of
            of       Asserted            Voting    Amount
            Claims   Amounts             Claims    Voting
            ------   --------            ------    ------
Penson       26      $444,624,744.97        244    $472,921,622.74
Financial
Services,
Inc.

Penson        3      $1,968,263.36           75    $13,108,122.46
Worldwide,
Inc.

GHP 1, Inc.,  9      $64,224,268.43          23    $67,863,363.26
GHP 2, LLC,
Penson
Futures,
and Penson
Financial
Futures, Inc.

"Allowing the holders of the Litigation Claims to vote their
claims in amounts other than $1.00 would provide these parties
with unfair voting power relative to the holders of truly
liquidated claims, as well as other similarly situated creditors
whose claims are subject to litigation but were filed simply as
'unliquidated' or 'undetermined,'" Mr. Bartley explains.

Pauline K. Morgan, Esq., Kenneth J. Enos, Esq., at Young Conaway
Stargatt & Taylor, LLP, and Andrew N. Rosenberg, Esq., and Oksana
Lashko, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
also serve as attorneys for the Debtors.

NDV Investment Company, JM Property SP Z.O.O. SP K, Jerzy Mendelka
and Adamba Imports International, Inc., filed an objection to the
motion but later on withdrew its opposition.

                    About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PENSON WORLDWIDE: Parties Balk at Proposed ADR Procedures
---------------------------------------------------------
These parties have filed objections to Penson Worldwide Inc. and
its affiliate debtors' motion to implement alternative dispute
resolution procedures to facilitate the efficient resolution of
the unliquidated, complex or litigation claims filed against them:

* The George E. Morris Revocable Trust arguing that there is
   already a pending arbitration with regard to its Claim
   in the FINRA Dispute resolution, and such forum is a more
   appropriate forum to adjudicate the matter. The Trust is
   represented by Brya M. Keilson, Esq. -- bkeilson@gsbblaw.com --
   Michael Busenkell, Esq. -- mbusenkell@gsbblaw.com -- at Gellert
   Scali Busenkell & Brown, LLC.

* TradeKing, LLC (as successor to Zecco Trading, Inc.) objecting
   to the potential application of the ADR Procedures to its claim
   against Penson Financial Services, Inc. TradeKing and PFSI are
   parties to an arbitration currently pending before the
   Financial Industry Regulatory Authority. TradeKing says the
   FINRA Arbitration is the proper and most efficient forum for
   resolving the dispute between them. TradeKing is represented by
   James S. Carr, Esq., Gilbert R. Saydah, Esq. and Casey B.
   Boyle, Esq., at Kelley Drye and Warren LLP.

* Andrzej Abraszewski, a claimant, arguing that the Motion fails
   to disclose the identity of the ADR Administrator, and empowers
   the Administrator in ways that are objectionable . Mr.
   Abraszewski is represented by Scott J. Leonhardt, Esq. --
   leonhardt@teamrosner.com -- at THE ROSNER LAW GROUP LLC.

This matter will come before the court for a decision on July 31,
2013.

                    About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PHOENIX COMPANIES: Fitch Withdraws 'BB+' 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

The 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+'.


PMI GROUP: Court Confirms Chapter 11 Plan of Reorganization
-----------------------------------------------------------
On July 25, 2013, the U.S. Bankruptcy Court for the District of
Delaware entered an order confirming The PMI Group, Inc.'s First
Amended Plan of Reorganization, dated June 3, 2013.  All
objections and responses to, and statements and comments regarding
the Plan, to the extend not already withdrawn, waived, settled or
resolved pursuant to representations on the record at the
Confirmation Hearing, will be, and are, overruled on the merits.

All Classes entitled to vote on the Plan voted to accept the Plan
pursuant to the requirements of 11 U.S.C. Sections 1124 and 1126.

As reported in the TCR on June 12, 2013, the Court approved the
disclosure statement explaining The PMI Group, Inc.'s plan of
reorganization.

The Debtor's Plan provides that holders of allowed secured claims
(Class 2) generally will retain their liens or receive the benefit
of their collateral under the Plan.

Each holder of an allowed general unsecured claim (Class 3) will
receive its pro rata share of creditor cash and new common stock.
Class 3 Claims, estimated to range from $6.3 million to
$10.3 million, are expected to recover 26-27% of their claim
amount.  Allowed senior notes claims (Class 4), estimated to total
$691 million, are expected to recover 29% of their claim amount.
Allowed subordinated note claims (Class 5), estimated to total
$52.9 million, will recover 0% of their claim amount due to
subordination provisions.

Each holder of an allowed convenience claim (Class 6) will receive
90% of the amount of its allowed convenience claim in cash on the
effective date or as soon as reasonably practicable thereafter.

Holders of equity interests (Class 7) will receive no distribution
under the Plan.

The Reorganized Debtor's primary assets will include: (i) at least
$500 million of net operating losses and at least $295 million of
income tax credits, (ii) its ownership interests in certain of its
subsidiaries, which have approximately $5 million in cash, and
(iii) any potential value to be realized with respect to the
Debtor's claim totaling approximately $2.5 million against QBE
Holdings (AAP) Pty Limited.

A full-text copy of the Disclosure Statement dated June 5, 2013,
is available for free at http://bankrupt.com/misc/PMIds0605.pdf

                       About The PMI Group

The PMI Group, Inc., is an insurance holding company whose stock
had, until Oct. 21, 2011, been publicly-traded on the New York
Stock Exchange.  Through its principal regulated subsidiary, PMI
Mortgage Insurance Co., and its affiliated companies, the Debtor
provides residential mortgage insurance in the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.

The Official Committee of Unsecured Creditors appointed in the
case retained Morrison & Foerster LLP and Womble Carlyle Sandridge
& Rice, LLP, as bankruptcy co-counsel.  Peter J. Solomon Company
serves as the Committee's financial advisor.


PORTER BANCORP: Chairman an CEO to Retire
-----------------------------------------
Maria L. Bouvette will retire as Porter Bancorp's Chairman of the
Board and CEO, and as Chairman of the Board of PBI Bank on
July 31, 2013.  Effective with Ms. Bouvette's retirement, Glenn
Hogan is expected to be elected Chairman of the Board of Porter
Bancorp, and John T. Taylor will be named CEO of Porter Bancorp,
following regulatory approval.

Commenting on her retirement from all positions with Porter
Bancorp and PBI Bank, Maria Bouvette stated, "Our succession
planning process began with the hiring of John Taylor as President
and CEO of PBI Bank and President of Porter Bancorp a year ago.
John and his team have made solid progress since then and I am
confident that Porter Bancorp and PBI Bank will continue in their
very capable hands.

"We have a very strong Board of Directors at Porter Bancorp, and I
believe that Glenn Hogan will be a very competent Chairman.  Glenn
currently serves as Chairman of the Compensation Committee and the
Nominating and Corporate Governance Committee, and will be Porter
Bancorp's first independent Chairman of the Board.  He has worked
closely with John Taylor, and I believe they will continue to
provide strong leadership for Porter Bancorp and PBI Bank after my
retirement.

"I am very grateful to be associated with the entire team at
Porter Bancorp and PBI Bank.  Chester Porter and I started with
one bank in 1988 that had $65 million in assets.  Since that time,
we expanded to 18 locations, including the four largest markets in
the state, and we are currently ranked the eighth largest
independent banking organization domiciled in the state of
Kentucky on total assets.  As one of Porter Bancorp's largest
shareholders, I have great confidence in our entire team at Porter
Bancorp and PBI Bank," concluded Bouvette.

Maria L. Bouvette was a cofounder of PBI Bank and its predecessor
banks with J. Chester Porter, Chairman Emeritus.  The Company
historically conducted its banking business through separate
community banks that were reorganized into a single bank and
brand, PBI Bank, in 2005.  Porter Bancorp completed its initial
public stock offering in 2006.  Ms. Bouvette served as President
and Chief Executive Officer of PBI Bank and Porter Bancorp until
the retirement of Chester Porter in 2012.  At that time, Ms.
Bouvette was named to the additional roles of Chairman of the
Board of Porter Bancorp and PBI Bank.

Glenn Hogan is expected to be elected as Chairman of the Board
following the retirement of Maria Bouvette.  Mr. Hogan joined
Porter Bancorp's Board in 2006.  He is founder, President and
Chief Executive Officer of Hogan Real Estate, a full service
commercial real estate development company headquartered in
Louisville, Kentucky.  He has more than 20 years of real estate
development experience and is a Certified Commercial Investment
Member (CCIM).

John Taylor, age 53, was named President and CEO of PBI Bank and
President of Porter Bancorp, Inc., in July 2012.  He was also
elected as a Board member of PBI Bank and Porter Bancorp.
Following the retirement of Ms. Bouvette, Mr. Taylor is expected
to be named CEO of Porter Bancorp.

Prior to joining Porter, Mr. Taylor served as President and CEO of
American Founders Bank, Inc. and American Founders Bancorp, Inc.,
of Lexington, Kentucky.  He previously served in senior management
positions with increasing responsibility for PNC Bank, N.A.,
including as President of its Ohio/Northern Kentucky region for
six years.  He has over 29 years of banking experience in Kentucky
and Ohio.  He holds a Master's Degree in Business Administration
and a Bachelor's Degree in Business Administration from the
University of Kentucky.  Mr. Taylor is actively involved in a
number of civic and professional organizations.

                       About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
12 counties in Kentucky.

Porter Bancorp disclosed a net loss of $32.93 million in 2012, a
net loss of $107.30 million in 2011 and a net loss of $4.38
million in 2010.  The Company's balance sheet at March 31, 2013,
showed $1.13 billion in total assets, $1.08 billion in total
liabilities and $46.73 million in total stockholders' equity.

Crowe Horwath, LLP, in Louisville, Kentucky, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred substantial losses in 2012, 2011 and
2010, largely as a result of asset impairments.  In addition, the
Company's bank subsidiary is not in compliance with a regulatory
enforcement order issued by its primary federal regulator
requiring, among other things, increased minimum regulatory
capital ratios.  Additional significant asset impairments or
continued failure to comply with the regulatory enforcement order
may result in additional adverse regulatory action.  These events
raise substantial doubt about the Company's ability to continue as
a going concern.


POWERWAVE TECHNOLOGIES: Gets Nod for $1.5MM Bid for Remaining IP
----------------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that the Chapter 7
estate of wireless network maker Powerwave Technologies Inc. won a
Delaware bankruptcy judge's approval to sell its remaining
intellectual property to P-Wave Holdings LLC, its senior secured
lender and owner of most of its other IP assets, for a $1.5
million credit bid.

According to the report, the approval came after parties spent
several hours in closed-door negotiations to iron out nearly all
of the objections to the credit bid, with a remaining protest from
creditor Spectrum Master Fund Ltd., arguing that Chapter 7 trustee
Charles A. Stanziale Jr. had failed to properly define which IP
the proposed sale actually covers and other key terms of the deal,
thus subverting any proposed competitive sale.

                  About Powerwave Technologies

Powerwave Technologies Inc. (NASDAQ: PWAV) filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013.

Powerwave Technologies, headquartered in Santa Ana, Cal., is a
global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.

Aside from a $35 million secured debt to P-Wave Holdings LLC, the
Debtor owes $150 million in principal under 3.875% convertible
subordinated notes and $106 million in principal under 2.5%
convertible senior subordinated notes where Deutsche Bank Trust
Company Americas is the indenture trustee.  In addition, as of the
Petition Date, the Debtor estimates that between $15 and $25
million is outstanding to its vendors.

The Debtor is represented by attorneys at Proskauer Rose LLP and
Potter Anderson & Corroon LLP.

Prepetition secured lender, P-Wave Holdings LLC, is represented by
Martin A. Sosland, Esq., and Joseph H. Smolinsky, Esq., at Weil
Gotshal & Manges LLP; and Mark D. Collins, Esq., and John H.
Knight, Esq., at Richards Layton & Finger.

The Official Committee of Unsecured Creditors retained Sidley
Austin LLP; Young Conaway Stargatt & Taylor LLP; and Zolfo Cooper,
LLC.

The Debtor's patent portfolio, accounts receivable, and intangible
assets were purchased by secured lender P-Wave Holdings LLC in
exchange for $10.25 million in secured debt.  A consortium of
Counsel RB Capital LLC, The Branford Group and Maynards Industries
bought the machinery and equipment for $6.6 million.   Teak
Capital Partners Ltd. bought affiliate Powerwave Technologies
(Thailand) Ltd. for $50,000.


PREFERRED PROPPANTS: Weak Liquidity Cues Moody's to Cut CFR to B3
-----------------------------------------------------------------
Moody's Investors Service downgraded Preferred Proppants corporate
family rating to B3 from B2, its probability of default rating to
Caa1-PD from B3-PD and maintained a negative rating outlook. The
downgrade reflects Preferred's inability to address its weak
liquidity profile, it's softer than expected operating results and
the likelihood it will breach its financial covenants in the short
term.

The following actions were taken:

  Corporate family rating, lowered to B3;

  Probability of default rating, lowered to Caa1-PD;

  Senior secured credit facilities, lowered to B3 (LGD3, 31%)

Ratings Rationale:

Preferred Proppants' B3 corporate family rating reflects the
company's weak liquidity, small scale, elevated leverage, limited
amount of high quality frac sand reserves, end market
concentration in the cyclical oil & gas industry and near term
execution risks. Management has demonstrated some success in
expanding its production capacity and terminal network and
introducing new products into the market. However, the company has
limited reserves of high quality frac sand and a less developed
company owned logistical network than its major competitors. As a
result, cash flow visibility remains limited and combined with
limited liquidity, high leverage and a challenging EBITDA covenant
requirement presents a credit concern. These factors are somewhat
mitigated by the company's strong operating margins, reduced
capital spending plans, large base of proven mineral reserves and
the barriers to entry for competitors.

Preferred Proppants operating results began to deteriorate
substantially during the second half of 2012 due to enhanced
competitive pressure in the frac sand industry resulting from
lower growth rates and substantially increased industry capacity.
The company's weak operating results along with elevated capital
expenditures reduced its liquidity and compelled the company to
solicit equity contributions to enhance its liquidity and to avoid
violating its financial leverage covenant. The company was also
forced to pursue an amendment to its credit facility since it
would have likely breached one or more covenants this year. The
amended credit facility included modified covenants, such as a
limitation on capital expenditures and a suspension of the maximum
leverage ratio requirement through the fourth quarter of 2013.
However, it established minimum EBITDA thresholds (excluding
equity cures) for each quarter of 2013, including a requirement
that third quarter EBITDA is almost three times greater than that
achieved in the third quarter of 2012 and approximately 75% higher
than that achieved in the first quarter of 2013.

Preferred's operating results have remained weak in the first half
of 2013 as the company continues to be negatively impacted by
competitive pressure and from a lack of high quality sand reserves
and a less developed logistical network than some of its major
competitors. Therefore, Moody's believes it is highly unlikely
that Preferred will be able to achieve the required EBITDA in the
third quarter and believes it is possible the company's second
quarter EBITDA may not meet the minimum threshold. Therefore,
Moody's expects the company to approach its lenders for another
amendment in the near future. The weaker than expected operating
results has also resulted in very low liquidity of less than $10
million despite additional equity contributions in the first half
of this year. In addition, the company's leverage and interest
coverage ratios continue to deteriorate and remain weak for its
rating. Preferred's adjusted leverage ratio (Debt/EBITDA) is
elevated at 7.4x and its interest coverage ratio (EBIT/Interest
Expense) is weak at 1.4x for the trailing twelve months ended
March 31, 2013. Moody's does not expect these ratios to change
materially during the remainder of 2013.

Preferred's rating outlook could be returned to stable if the
company addresses its weak liquidity position, amends its credit
facility, enhances its competitive position or achieves an
improvement in operating results.

The company's ratings could face downward pressure if it fails to
address its weak liquidity position through asset sales or
additional equity contributions or it experiences an unexpected
decline in pricing or volume due to a downturn in drilling
activity resulting in its adjusted leverage ratio remaining above
6.0x.

Preferred's ratings are not likely to experience upward pressure
in the short-term. However, the ratings would be considered for an
upgrade if the company stays in compliance with its covenants or
successfully amends its credit agreement, enhances its liquidity
through asset sales or additional equity contributions, achieves
an adjusted leverage ratio below 5.5x and produces consistently
positive free cash flow.

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

Preferred Proppants, LLC headquartered in Radnor, PA, is a
producer and distributor of frac sand and proppant materials used
predominately in oil and gas drilling. The company holds
approximately 340 million tons of reserves and operates out of 6
facilities in the US and Canada. The company generated
approximately $350 million in revenue for the trailing 12-month
period ended March 31, 2013.


RADIOSHACK CORP: Widens Net Loss to $53 Million in Second Quarter
-----------------------------------------------------------------
Radioshack Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $53.1 million on $844.5 million of net sales and operating
revenues for the three months ended June 30, 2013, as compared
with a net loss of $21 million on $848.6 million of net sales and
operating revenues for the same period a year ago.

For the six months ended June 30, 2013, the Company incurred a net
loss of $96.4 million on $1.69 billion of net sales and operating
revenues, as compared with a net loss of $29 million on $1.76
billion of net sales and operating revenues for the same period
during the prior year.

As of June 30, 2013, the Company had $1.85 billion in total
assets, $1.34 billion in total liabilities and $506.6 million in
total stockholders' equity.

The company ended the second quarter with total liquidity of $818
million, including cash and cash equivalents of $432 million and
$386 million of available credit under the asset-based revolving
credit facility that expires in January 2016.

Joseph C. Magnacca, chief executive officer, said, "While the
second quarter presented a number of challenges, it is noteworthy
that we generated comparable store sales growth for the first time
since 2010, and increased sales for the sixth consecutive quarter
in our high-margin signature platform of products.  In addition,
we made progress on the initiatives we outlined last quarter in
repositioning our branding, opening a new concept store,
streamlining our product assortment, and entering new strategic
partnerships.

"At the same time, our profitability was not where we would have
liked.  Our strategy this quarter was designed to move through
unproductive inventory and test a variety of promotional vehicles,
which we knew would have an impact on gross margin rate, but would
help us identify opportunities to better align our promotional
marketing going forward."

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

                        http://is.gd/ClnxFH

                            CFO Resigns

Dorvin Lively resigned as the chief financial officer of the
RadioShack Corporation on July 19, 2013.

RadioShack has engaged AP Services, LLC, an affiliate of
AlixPartners, LLP, to provide various consulting services to
RadioShack.  In connection therewith, the Board of Directors of
RadioShack appointed Holly Felder Etlin as interim chief financial
officer.

Ms. Etlin, age 56, is a Managing Director of AlixPartners and has
worked in consulting for over 30 years, seven of which have been
with AlixPartners.  Ms. Etlin and other consultants from
AlixPartners have been engaged by RadioShack to perform retail,
financial advisory and consulting services.  Ms. Etlin's services
to RadioShack are billed by AP Services, LLC.  She is not
separately compensated by RadioShack for serving as interim chief
financial officer.

RadioShack has initiated a process to identify a permanent chief
financial officer.

                   About Radioshack Corporation

RadioShack (NYSE: RSH) -- -- http://www.radioshackcorporation.com
-- is a national retailer of innovative mobile technology products
and services, as well as products related to personal and home
technology and power supply needs.  RadioShack's retail network
includes more than 4,300 company-operated stores in the United
States, 270 company-operated stores in Mexico, and approximately
1,000 dealer and other outlets worldwide.

Radioshack disclosed a net loss of $139.4 million in 2012, as
compared with net income of $72.2 million in 2011.

                           *     *     *

As reported by the TCR on Nov. 23, 2012, Standard & Poor's Ratings
Services lowered its corporate credit and senior unsecured debt
ratings on Fort Worth, Texas-based RadioShack Corp. to 'CCC+' from
'B-'.  "The downgrade of RadioShack reflects our view that it will
be very difficult for the company to improve its gross margin in
the fourth quarter of this year, given the highly promotional
nature of year-end holiday retailing in the wireless and consumer
electronic categories," said Standard & Poor's credit analyst
Jayne Ross.

In the July 27, 2012, edition of the TCR, Fitch Ratings has
downgraded its long-term Issuer Default Rating (IDR) for
RadioShack Corporation to 'CCC' from 'B-'.  The downgrade reflects
the significant decline in RadioShack's profitability, which has
become progressively more pronounced over the past four quarters.

As reported by the TCR on March 6, 2013, Moody's Investors Service
downgraded RadioShack Corporation's corporate family rating to
Caa1 from B3 and probability of default rating to Caa1-PD from B3-
PD.  RadioShack's Caa1 Corporate Family Rating reflects Moody's
opinion that the overall business strategy of the company to
reverse the decline in profitability has not gained any traction.


REAL MEX: License Transfer Complete; Chevys Asks Case Be Dismissed
------------------------------------------------------------------
Pursuant to the U.S. Bankruptcy Court for the District of
Delaware's Feb. 21, 2013 order dismissing the Chapter 11 cases of
Real Mex Restaurants, Inc., et al., except Chevys Restaurants,
LLC, which order also provided that Chevys's Chapter 11 case would
remain open until Chevys fully consummated its transfer of the
liquor license to the Purchaser, counsel for Chevys has filed a
certification stating that the parties have fully consummated the
License Transfer.

Accordingly, Chevys requests that the Bankruptcy Court enter an
order dismissing its Chapter 11 case and granting such relief as
the Court deems necessary or appropriate.

As reported in the TCR on Feb. 26, 2013, the Bankruptcy Court
issued an order (A) dismissing the Chapter 11 cases of all Debtors
except Chevys Restaurants, (B) establishing procedures for the
dismissal of the Chapter 11 case of Chevys Restaurants, (C)
authorizing the estate representative to wind down the Debtors'
affairs and (D) providing certain relief in connection with the
foregoing for the Debtors' claims agent.

Counsel for the Debtors can be reached at:

     Mark Shinderman, Esq.
     Haig M. Maghakian, Esq.
     MILBANK, TWEED, HADLEY & McCLOY LLP
     601 South Figueroa Street, 30th Floor
     Los Angeles, CA 900 17-5735
     Tel: (213) 892-4000
     Fax: (213) 629-5063
     E-mail: mshinderman@milbank.com
             hmaghakian@mi1bank.com

          - and -

     Laura Davis Jones, Esq.
     James E. O'Neill, Esq.
     PACHULSKI STANG ZIEHL & JONES LLP
     919 North Market Street, 17th Floor
     Wilmington, DE 19899-8705
     Tel: (302) 652-4100
     Fax: (302) 652-4400
     Email: ljones@pszjlaw.com
     jo'neill@pszjlaw.com

                          About Real Mex

Based in Cypress, California, Real Mex Restaurants, Inc., owns and
operates restaurants, primarily through its major subsidiaries El
Torito Restaurants, Inc., Chevys Restaurants, LLC, and Acapulco
Restaurants, Inc.  It has 178 restaurants, with 149 in California.
There are also 30 franchised locations. It acquired Chevys Inc.
for $90 million through confirmation of Chevy's Chapter 11 plan in
2004.

Real Mex Restaurants and 16 of its affiliates filed for Chapter 11
bankruptcy protection (Bankr. D. Del. Case Nos. 11-13122 to 11-
13138) on Oct. 4, 2011.  Judge Brendan Linehan Shannon oversees
the case.  Judge Peter Walsh was initially assigned to the case.

The Debtors are represented by Mark Shinderman, Esq., Fred
Neufeld, Esq., and Haig M. Maghakian, Esq., at Milbank, Tweed,
Hadley & McCloy LLP; and Laura Davis Jones, Esq., and Curtis A.
Helm, Esq., at Pachulski Stang Ziehl & Jones LLP as counsel.  The
Debtors' financial advisors are Imperial Capital, LLC.  The
Debtors' claims, noticing, soliciting and balloting agent is Epiq
Bankruptcy Solutions, LLC.

Assets are $272.2 million while debt totals $250 million,
according to the Chapter 11 petition.  The petitions were signed
by Richard P. Dutkiewiez, chief financial officer and executive
vice president.

The Court has approved that certain asset purchase agreement
between the Debtors and RlvI Opco LLC dated as of Feb. 10, 2012,
for the sale of substantially all of the Debtors' assets.

Counsel to GE Capital Corp., the DIP Agent and the Prepetition
First Lien Secured Agent, are Jeffrey G. Moran, Esq., and Peter P.
Knight, Esq., at Latham & Watkins LLP; and Kurt F. Gwynne, Esq.,
at Reed Smith LLP as counsel.

Counsel to the Prepetition Secured Second Lien Trustee are Mark F.
Hebbeln, Esq., and Harold L. Kaplan, Esq., at Foley & Lardner LLP.

Counsel to the Majority Prepetition Second Lien Secured
Noteholders are Adam C. Harris, Esq., and David M. Hillman, Esq.,
at Schulte Roth & Zabel LLP; and Russell C. Silberglied, Esq., at
Richards Layton & Finger.

Z Capital Management LLC, which holds nearly 70% of the Opco term
loan, is represented by Derek C. Abbott, Esq., and Chad A. Fights,
Esq., at Morris Nichols Arsht & Tunnell LLP; and Lee R. Bogdanoff,
Esq., and Whitman L. Holt, Esq., at Klee Tuchin Bogdanoff & Stern
LLP.

The Official Committee of Unsecured Creditors tapped Kelley Drye &
Warren LLP as its counsel; Cole, Schotz, Meisel, Forman & Leonard
P.A. as its co-counsel, and Duff & Phelps Securities, LLC as its
financial advisor.

Early this year, the Bankruptcy Court authorized Real Mex to sell
substantially all of their assets to RM Opco, LLC, an entity
formed by a group of its bondholders.  Pursuant to the Jan. 27,
2012 purchase agreement, the purchaser made a written offer to
acquire the assets in exchange for (i) an $80,000 credit bid, (ii)
$53,569,000 in cash, and (iii) the assumption of the assumed
liabilities.


REALOGY CORP: Posts $86 Million Net Income in Second Quarter
------------------------------------------------------------
Realogy Holdings Corp. reported a net income of $86 million on
$1.53 billion of net revenues for the three months ended June 30,
2013, as compared with a net loss of $24 million on $1.31 billion
of net revenues for the same period during the prior year.

For the six months ended June 30, 2013, the Company posted net
income of $12 million on $2.49 billion of net revenues, as
compared with a net loss of $216 million on $2.18 billion of net
revenues for the same period a year ago.

As of June 30, 2013, the Company had $7.29 billion in total
assets, $5.75 billion in total liabilities and $1.54 billion in
total equity.

"The material improvement in our second quarter financial results
is largely attributable to the strength of our business model, the
strong performance of management, a dramatically improved balance
sheet with a corresponding material reduction in interest expense,
and a housing market recovery that is showing resiliency," said
Richard A. Smith, Realogy's chairman, chief executive officer and
president.

A copy of the press release is available for free at:

                        http://is.gd/93ry2g

                         About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy Holdings Corp. and Realogy Group LLC reported a net loss
attributable to the Companies of $543 million on $4.67 billion of
net revenues for the year ended Dec. 31, 2012.  Realogy Holdings
and Realogy Group incurred a net loss of $441 million on $4.09
billion of net revenues in 2011, following a net loss of $99
million on $4.09 billion of net revenues for 2010.

                        Bankruptcy Warning

"Our ability to make scheduled payments or to refinance our debt
obligations depends on our financial and operating performance,
which is subject to prevailing economic and competitive conditions
and to certain financial, business and other factors beyond our
control.  We cannot assure you that we will maintain a level of
cash flows from operating activities and from drawings on our
revolving credit facilities sufficient to permit us to pay the
principal, premium, if any, and interest on our indebtedness or
meet our operating expenses.

If our cash flows and capital resources are insufficient to fund
our debt service obligations, we may be forced to reduce or delay
capital expenditures, sell assets or operations, seek additional
debt or equity capital or restructure or refinance our
indebtedness.  We cannot assure you that we would be able to take
any of these actions, that these actions would be successful and
permit us to meet our scheduled debt service obligations or that
these actions would be permitted under the terms of our existing
or future debt agreements.

If we cannot make scheduled payments on our debt, we will be in
default and, as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under our senior secured credit facility could
     terminate their commitments to lend us money and foreclose
     against the assets securing their borrowings; and

   * we could be forced into bankruptcy or liquidation," the
     Company said in its annual report for the period ended
     Dec. 31, 2012.

                           *     *     *

In the Dec. 12, 2012, edition of the TCR, Moody's Investors
Service upgraded Realogy Group LLC's Corporate Family and
Probability of Default ratings to B3.  The B3 Corporate Family
rating (CFR) incorporates Moody's view that Realogy's capital
structure has made meaningful progress towards being stabilized
following the issuance of primary equity, and is therefore more
sustainable although still highly leveraged.

As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Realogy Corp. to
'B+' from 'B'.

"The one notch upgrade in the corporate credit rating to 'B+'
reflects an increase in our expectation for operating performance
at Realogy in 2013, and S&P's expectation that total lease
adjusted debt to EBITDA will improve to the low-6x area and funds
from operations (FFO) to total adjusted debt will be improve to
the high-single-digits percentage area in 2013, mostly due to
EBITDA growth in the low- to mid-teens percentage area in 2013,"
S&P said.


RENAISSANCE LEARNING: S&P Revises Outlook and Affirms 'B' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Wisconsin Rapids, Wisc.-based Renaissance Learning Inc. to stable
from positive.  S&P affirmed the 'B' corporate credit rating.

S&P also affirmed its 'B+' issue-level Renaissance Learning's
$250 million senior secured credit facilities, which consists of a
$20 million revolving credit facility due 2017 and a $230 million
term loan B facility due 2018.  The recovery rating on this debt
remains '2' and indicates S&P's expectations of substantial (70%
to 90%) recovery in the event of payment default.

"The outlook revision reflects our view of the company's financial
policy and follows the implementation of our updated rating
criteria regarding financial sponsor-controlled firms," said
Standard & Poor's credit analyst David Tsui.

The ratings on Renaissance Learning Inc. reflect its modest
position in a highly fragmented and niche overall instruction
materials market, federal and state government budget headwinds
and its high financial leverage, with debt to EBITDA of 4.9x as of
March 31, 2013.  S&P views the company's business risk profile as
"weak" and financial risk profile as "highly leveraged."
Renaissance Learning's high school penetration rate, highly
recurring subscription revenue base, and good free operating cash
flow (FOCF) characteristics are partly offsetting factors.

Renaissance Learning provides computer-based assessment technology
and school improvement programs for Pre-K through 12 schools and
districts.  The company's products help educators make the
practice component of their existing curriculum more effective by
providing tools to personalize practice in reading, writing, and
math, along with formative assessment and periodic progress-
monitoring technology.

Renaissance Learning benefits from an established position in the
U.S. computer-based assessment market; however, it holds a very
modest position in the overall instruction materials market.  In
the U.S., there are approximately 118,000 Pre-K to 12 schools, of
which about 70,000 schools use Renaissance Learning's products,
representing a 57% penetration rate, although a lower rate of
classroom penetration.

The stable outlook reflects Renaissance Learning's continued
highly recurring revenue base, stable profitability, positive FOCF
generation, and modestly declining debt leverage.  S&P would
consider an upgrade if the company and its sponsor clarified its
financial policy to sustain leverage below 5x, while continuing
its growth path and penetration of districtwide sales in the U.S.

S&P would revise the outlook to negative if government budget
concerns or competitive pressure intensifies, leading to customer
attrition, EBITDA declines, and leverage rising above the mid-6x
level.


RESIDENTIAL CAPITAL: GMAC to Pay $230MM in Fed Foreclosure Deal
---------------------------------------------------------------
Linda Chiem of BankruptcyLaw360 reported that bankrupt Residential
Capital LLC's subsidiary GMAC Mortgage LLC will pay $230 million
to borrowers who lost their homes due to the company's alleged
deficient mortgage servicing and foreclosure practices under a
deal with the Federal Reserve that secured court approval.

According to the report, U.S. Bankruptcy Judge Martin Glenn gave
the go ahead for the deal -- an amendment to an April 2011 consent
order -- allowing for ResCap and its subsidiary GMAC Mortgage LLC
to put $230 million into an escrow account.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


REVSTONE INDUSTRIES: Metavation Gets OK for $9.5MM DIP Loan
-----------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that a Delaware
bankruptcy judge gave Metavation LLC the green flag to enter
proposed $9.5 million debtor-in-possession financing package, one
of a slate of pleadings engineered to take the auto parts
manufacturer from filing to closing in little more than a month.

According to the report, joining parent Revstone Industries LLC
and three other affiliates as debtors in the Delaware court,
Metavation filed for Chapter 11 after lining up $25 million
stalking horse agreement to sell the bulk of its assets to
industry rival Dayco.

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

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

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

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

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

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

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.


RITE AID: PJC Sells 65.4 Million Common Shares
----------------------------------------------
The Jean Coutu Group (PJC) Inc. reported on Schedule 13D/A filed
with the U.S. Securities and Exchange Commission that it sold all
of its 65.4 million shares of Rite Aid Corporation common stock.
Following that sale, on July 19, 2013, Francois J. Coutu, a member
of the Board of Directors of the Company, notified the Company of
his resignation as required pursuant to the Amended and Restated
Stockholder Agreement, dated Aug. 23, 2006, amended and restated
as of June 4, 2007, by and among the Company, Jean Coutu Group and
certain Coutu family members.  Pursuant to discussions with the
Company, Mr. Coutu's resignation will be effective as of Oct. 31,
2013.

                        About Rite Aid Corp.

Drugstore chain Rite Aid Corporation (NYSE: RAD) --
http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is
one of the nation's leading drugstore chains with 4,626 stores in
31 states and the District of Columbia.

Rite Aid disclosed net income of $118.10 million on $25.39 billion
of revenue for the year ended March 2, 2013, as compared with a
net loss of $368.57 million on $26.12 billion of revenue for the
year ended March 2, 2012.  As of June 1, 2013, the Company had
$6.94 billion in total assets, $9.30 billion in total liabilities
and a $2.35 billion total stockholders' deficit.

                           *     *     *

As reported by the TCR on March 1, 2013, Moody's Investors Service
upgraded Rite Aid Corporation's Corporate Family Rating to B3 from
Caa1 and Probability of Default Rating to B3-PD from Caa1-PD.  At
the same time, the Speculative Grade Liquidity rating was revised
to SGL-2 from SGL-3.  This rating action concludes the review for
upgrade initiated on Feb. 4, 2013.

Rite Aid carries a 'B-' corporate credit rating from Standard &
Poor's Ratings Services.


SAAB CARS: Effective Date of Plan Occurred mid-July
---------------------------------------------------
As of July 16, 2013, all conditions to consummation of the Third
Amended Plan of Liquidation of Saab North America, Inc., set forth
in Article 6.1 of the Plan were either satisfied or waived,
according to papers filed with the Bankruptcy Court on July 18,
2013.

Accordingly, on July 18, 2013, counsel for the Liquidating Trustee
sent notice that the Effective Date occurred with respect to the
Plan.

Pursuant to the Confirmation Order, any creditor who has a claim
as a result of rejection of an executory contract, including
members of the Dealer Network whose Dealer Sales and Service
Agreements were rejected under the Plan, will file a proof of
claim within thirty days after the Effective Date.  Any claims
arising from the rejection of any executory contract, including
the Dealer Sales and Service Agreements, that are not timely filed
will be forever barred from asserting a claim against the Debtor,
its estate and property or the SCNA Liquidation Trust.

As reported in the TCR on July 22, 2013, Saab Cars North America
Inc., the U.S. subsidiary of the bankrupt Swedish automaker Saab
Automobile AB, can emerge from bankruptcy after a judge in
Delaware on July 16 signed a confirmation order approving the
liquidating Chapter 11 plan.

The Liquidation Trustee, upon the liquidation or abandonment
of the remaining assets vested with the Liquidation Trust and
payment of all expenses incurred by the Liquidation Trustee in the
administration of the Liquidation Trust, will distribute the
proceeds from such liquidation to the holders of Allowed Claims in
order of the priorities set forth in the Plan.

Unsecured creditors with claims totaling $77 million were told to
expect a recovery between 25 percent and 82 percent.  The pool of
unsecured claims included about $50 million from the Swedish
parent on account of new cars and parts.  How much other unsecured
creditors recover will depend on the committee's success in
knocking out or subordinating the parent's claims, according to
the explanatory disclosure statement.

The unsecured creditor recovery will also depend on whether
dealers end up with valid unsecured claims.  Ally Financial Inc.
is expected to have a full recovery on its $18.5 million claim
secured by cars that were sold.

A March 31 balance sheet among the disclosure materials shows the
U.S. company as having $26.5 million in cash.

                       About Saab Cars N.A.

More than 40 U.S.-based Saab dealerships have signed an
involuntary chapter 11 bankruptcy petition for Saab Cars North
America, Inc., (Bankr. D. Del. Case No. 12-10344) on Jan. 30,
2012.  The petitioners, represented by Wilk Auslander LLP, assert
claims totaling $1.2 million on account of "unpaid warranty and
incentive reimbursement and related obligations" and/or "parts and
warranty reimbursement."  Leonard A. Bellavia, Esq., at Bellavia
Gentile & Associates, in New York, signed the Chapter 11 petition
on behalf of the dealers.

Donlin, Recano & Company, Inc. (DRC), has been retained to provide
claims and noticing agent services to Saab Cars North America,
Inc. in its Chapter 11 case.

The dealers want the vehicle inventory and the parts business to
be sold, free of liens from Ally Financial Inc. and Caterpillar
Inc., and "to have an appropriate forum to address the claims of
the dealers," Leonard A. Bellavia said in an e-mail to Bloomberg
News.

Saab Cars N.A. is the U.S. sales and distribution unit of Swedish
car maker Saab Automobile AB.  Saab Cars N.A. named in December an
outside administrator, McTevia & Associates, to run the company as
part of a plan to avoid immediate liquidation following its parent
company's bankruptcy filing.

Saab Automobile AB is a Swedish car manufacturer owned by Dutch
automobile manufacturer Swedish Automobile NV, formerly Spyker
Cars NV.  Saab Automobile AB, Saab Automobile Tools AB and Saab
Powertain AB filed for bankruptcy on Dec. 19, 2011, after running
out of cash.

On Feb. 24, 2012, the Court, in consideration of the petition
filed on Jan. 30, 2012, granted Saab Cars North America, Inc.,
relief under Chapter 11 of the Bankruptcy Code.

Attorneys Stevens & Lee, P.C., and Butzel Long, represent the
Debtors as counsel.

On March 9, 2012, the U.S. Trustee formed an official Committee of
Unsecured Creditors and appointed these members: Peter Mueller
Inc., IFS Vehicle Distributors, Countryside Volkwagen, Saab of
North Olmstead, Saab of Bedford, Whitcomb Motors Inc., and
Delaware Motor Sales, Inc.  The Committee tapped Wilk Auslander
LLP as general bankruptcy counsel, and Polsinelli PC as its
Delaware counsel.


SCOTT BRASS: Sun Capital PE Funds Count as Businesses
-----------------------------------------------------
Beth Winegarner of BankruptcyLaw360 reported that the First
Circuit found that two Sun Capital Partners Inc. private equity
funds qualified as businesses, reviving a case over whether the
funds became liable for a $4.5 million debt bankrupt Scott Brass
Inc. owed a trucking-union pension fund after Sun Capital bought
the metals manufacturer.

According to the report, the dispute dates back to 2008, when
Scott Brass declared bankruptcy and the New England Teamsters and
Trucking Pension Fund demanded a $4.5 million payment from it and
the Sun Capital funds.

In Nov. 2008, three creditors filed involuntary Chapter 11
petition against Cranston, Rhode Island-based Scott Brass, Inc.,
in the U.S. Bankruptcy Court for the District of Rhode Island
(Providence).  The case was assigned Case No. 08-13702.


SEANERGY MARITIME: Sells Subsidiaries to Satisfy $39.5MM Debt
-------------------------------------------------------------
Seanergy Maritime Holdings Corp. has closed on its agreement to
sell through its wholly-owned subsidiary, Maritime Capital
Shipping Limited, a 100 percent ownership interest in its three
vessel-owning subsidiaries to a nominee of the lender, in exchange
for a nominal cash consideration and full satisfaction of the
underlying loan and other related liabilities.  The three
subsidiaries own the Handysize dry bulk carriers M/V Asian Grace,
M/V African Glory and M/V African Joy and MCS had provided a
guarantee under this facility.

As of July 19, 2013, in exchange for the sale, approximately $39.5
million of outstanding debt, accrued interest and swap liabilities
were discharged and the guarantee provided by MCS was fully
released.  In connection with the sale of the subsidiaries, the
Company's Board of Directors obtained a fairness opinion from an
independent third party.  The Company also expects a gain of
approximately $21 million as a result of the transaction that will
be reflected in the third quarter of 2013.

Following this transaction, the Company's fleet consists of four
dry bulk carriers (two Panamax and two Supramax) with a total
carrying capacity of approximately 255,109 dwt and the average age
is reduced to 12.4 years, from 13.7 years previously.

Stamatis Tsantanis, the Company's chief executive officer, stated:
"We are very pleased to announce the closing of the sale of three
vessel owning subsidiaries.  This transaction results in the
further reduction of Seanergy's indebtedness by approximately
$39.5 million, and overall, total debt is reduced from $177
million in March 31, 2013 to approximately $135 million today.
This is another important step in the Company's restructuring
efforts towards a sustainable capital structure that has been
ongoing since 2012.  Our aim now is to reach an agreement with our
remaining lender in order to complete our restructuring plans."

                            About Seanergy

Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities.  The Company owns and operates a fleet of
seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels.  Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as
well as bauxite, phosphate, fertilizer and steel products.

In its audit report on the consolidated financial statements for
the year ended Dec. 31, 2012, Ernst & Young (Hellas) Certified
Auditors Accountants S.A., in Athens, Greece, expressed
substantial doubt about Seanergy Maritime's ability to continue as
a going concern.  The independent auditors noted that the Company
has not complied with the principal and interest repayment
schedule and with certain covenants of its loan agreements, which
in turn gives the lenders the right to call the debt.  "In
addition, the Company has a working capital deficit, recurring
losses from operations, accumulated deficit and inability to
generate sufficient cash flow to meet its obligations and sustain
its operations."

The Company reported a net loss of $193.8 million on $55.6 million
of net vessel revenue in 2012, compared with a net loss of
$197.8 million on $104.1 million of net vessel revenue in 2011.

As of March 31, 2013, the Company had $93.01 million in total
assets, $193.56 million in total liabilities and a $100.54 million
total deficit.


SEQUENOM INC: Incurs $31 Million Net Loss in Second Quarter
-----------------------------------------------------------
Sequenom, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing
a net loss of $31.02 million on $34.85 million of total revenues
for the three months ended June 30, 2013, as compared with a net
loss of $29.61 million on $18.25 million of total revenues for the
same period a year ago.

For the six months ended June 30, 2013, the Company incurred a net
loss of $60.38 million on $73.34 million of total revenues, as
compared with a net loss of $54.04 million on $33.17 million of
total revenues for the same period during the prior year.

As of June 30, 2013, the Company had $192.76 million in total
assets, $199.14 million in total liabilities and a $6.38 million
total stockholders' deficit.

"We are disappointed by the delay in the collection of diagnostic
segment revenues during the second quarter, as pressure associated
with coding and billing policies on the national level are slowing
the timing of reimbursement.  We are in the process of working
through these challenges and expect to see improvements in
collections during the second half of 2013," said Paul V. Maier,
Sequenom's CFO.  "We have seen remarkable growth in the last year,
but we have also identified opportunities for renewed efficiencies
with regard to our spending plans in the last half of this year.
Going forward, we plan to implement expense reduction initiatives
to reduce our net operating loss as we work to improve
reimbursement."

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

                        http://is.gd/pIYBAw

                           About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a
life sciences company committed to improving healthcare through
revolutionary genetic analysis solutions.  Sequenom develops
innovative technology, products and diagnostic tests that target
and serve discovery and clinical research, and molecular
diagnostics markets.  The company was founded in 1994 and is
headquartered in San Diego, California.

Sequenom disclosed a net loss of $117.02 million in 2012, a net
loss of $74.13 million in 2011 and a net loss of $120.84 million
in 2010.


SIONIX CORP: Taps Rothstein Kass as New Accountants
---------------------------------------------------
Sionix Corporation, on July 18, 2013, has engaged Rothstein Kass
as its independent registered public accounting firm for the
Company's fiscal year ended Sept. 30, 2013.  The Company
determined it was advisable to change to Rothstein Kass, a Dallas,
Texas, based accounting firm, in connection with the previous
relocation of the Company's executive offices to Texas.

During the two most recent fiscal years and through the Engagement
Date, the Company has not consulted with Rothstein Kass.

On July 18, 2013, Sionix notified Kabani & Company, Inc.,
Certified Public Accountants, that it was dismissed as the
Company's independent registered public accounting firm.  Except
as noted in the paragraph immediately below, the reports of Kabani
on the Company's financial statements for the years ended
Sept. 30, 2012, and 2011 did not contain an adverse opinion or
disclaimer of opinion, and such reports were not qualified or
modified as to uncertainty, audit scope, or accounting principle.

The reports of Kabani on the Company's financial statements as of
and for the years ended Sept. 30, 2012, and 2011 contained
explanatory paragraphs which noted that there was substantial
doubt as to the Company's ability to continue as a going concern
because the Company had suffered recurring losses and negative
cash flow from operations.

During the years ended September 30, 2012 and 2011, the Company
has not had any disagreements with Kabani on any matter of
accounting principles or practices.

                        About Sionix Corp.

Los Angeles, Calif.-based Sionix Corporation designs, develops,
markets and sells cost-effective water management and treatment
solutions intended for use in the oil and gas, agriculture,
disaster relief, and municipal (both potable and wastewater)
markets.

Sionix incurred a net loss of $5.76 million for the year ended
Sept. 30, 2012, compared with a net loss of $6.30 million during
the prior year.  The Company's balance sheet at March 31, 2013,
showed $1.01 million in total assets, $8.95 million in total
liabilities and a $7.93 million total stockholders' deficit.

Kabani & Company, Inc., in Los Angeles, California, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Sept. 30, 2012.  The independent
auditors noted that the Company has incurred cumulative losses of
$37,560,000.  In addition, the company has had negative cash flow
from operations for the years ended Sept. 30, 2012, of $2,568,383.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.


SOUTH LAKES DAIRY: Accord With Golden State, J.D. Heiskell Okayed
-----------------------------------------------------------------
At the behest of South Lakes Dairy Farm, the Hon. W. Richard Lee
of the U.S. Bankruptcy Court for the Eastern District of
California approved two separate stipulations the Debtor entered
into with Golden State Feed & Grain, LLC, and J.D. Heiskell & Co.,
Inc. and J.D. Holdings, LLC.

The stipulation with Golden State provides that, among other
things:

1. the value of the collateral securing repayment of the amounts
owed to Golden State pursuant to the Dairy Cattle Supply lien
filed by Golden State on Aug. 7, 2012, is $0;

2. Golden State will be allowed a secured claim of $0;

3. Golden State will be allowed a claim with the administrative
priority in the amount of $25,182, of which $15,475 has been paid;
and

4. Golden State will be allowed a general unsecured claim of
$1,185,271.

Golden State will retain its Dairy Cattle Supply lien with the
same priority that existed at the time of the filing of the
Debtor's Chapter 11 case.

A copy of the stipulation is available for free at:

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

The stipulation with J.D. Heiskell provides that, among other
things:

1. the value of the collateral securing repayment of the amounts
owed to J.D. Heiskell pursuant to the Dairy Cattle Supply Lien on
Aug. 8, 2012, is $0;

2. J.D. Heiskell will be allowed a secured claim of $0;

3. J.D. Heiskell will be allowed a claim with administrative
priority in the amount of $5,104 of which $3,136 has been paid;
and

4. J.D. Heiskellwill be allowed a general unsecured claim of
$1,131,762.

J.D. Heiskell will retain its Dairy Cattle Supply Lien with the
same priority that existed at the time of the Debtor's Chapter 11
case.

Hagop T. Bedoyan, Esq., at Klein, Denatale, Goldner, Cooper,
Resenlieb & Kimball, LLP, represents the Debtor as counsel.

A copy of the stipulation is available for free at:

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

                      About South Lakes Dairy

South Lakes Dairy Farm is a California partnership engaged in the
dairy cattle4 and milking business.  The partnership filed a bare-
bones Chapter 11 petition (Bankr. E.D. Calif. Case No. 12-17458)
in Fresno, California on Aug. 30, 2012, disclosing $19.5 million
in assets and $25.4 million in liabilities in its schedules.  The
Debtor said it has $1.97 million in accounts receivable charged to
Dairy Farmers of America on account of milk proceeds, and that it
has cattle worth $12.06 million.  The farm owes $12.7 million to
Wells Fargo Bank on a secured note.

Bankruptcy Judge W. Richard Lee presides over the case.  Jacob L.
Eaton, Esq., at Klein, DeNatale, Goldner, Cooper, Rosenlieb
& Kimball, LLP, in Bakersfield, Calif., represents the Debtor as
counsel.  The Debtor tapped A&M Livestock Auction, Inc., to
auction livestock.

August B. Landis, the Acting U.S. Trustee for Region 17, appointed
seven creditors to serve in the Official Committee of Unsecured
Creditors.  The Official Committee of Unsecured Creditors tapped
Blakeley & Blakeley LLP as its counsel.

The Plan filed in the Debtor's case contemplates that the Debtor
will continue to operate its dairy business after confirmation.
The Debtor will make payments to its secured claimants, allowed
convenience claims, which consist of allowed general unsecured
claims of $3,500 or less, and general unsecured claims in excess
of $3,500 under the Plan from its operating income.


STELLAR BIOTECHNOLOGIES: "C. diff" Accepted for Presentation
------------------------------------------------------------
Stellar Biotechnologies, Inc., said that a preclinical abstract on
KLH-conjugate vaccine for Clostridium difficile infection has been
accepted for oral presentation at the 8th International Conference
on the Molecular Biology and Pathogenesis of the Clostridia
(ClostPath 8) to be held in Queensland, Australia Oct. 22-26,
2013.

ClostPath is the preeminent scientific conference in the field of
clostridial pathogenesis and covers the latest discoveries
presented by leading international researchers.

The abstract titled "An Anti-C. difficile PSII Polysaccharide-KLH
Conjugate Vaccine is Efficacious in Mice" is the result of
preclinical research conducted together by scientists from Stellar
and the University of Guelph (Ontario, Canada).  The abstract
highlights data that suggest that a PSII polysaccharide conjugated
to Keyhole Limpet Hemocyanin (KLH) may be effective in stimulating
immunity against Clostridium difficile infection.

Stellar and Guelph are working together under research and license
option arrangements forged last year around the two groups' shared
interest in developing novel, non-antibiotic methods to treat the
devastating C. diff infection.

                           About Stellar

Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations.  The Company markets KLH and suKLH formulations to
customers in the United States and Europe.

KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.

The Company's balance sheet at March 31, 2013, showed
US$1.4 million in total assets, US$4.6 million in total
liabilities, and a stockholders' deficit of US$3.2 million.
The Company reported a net loss of US$4.4 million on US$177,208 of
revenues for the six months ended Feb. 28, 2013, compared with a
net loss of US$2.1 million  on US$193,607 of revenues for the six
months ended Feb. 29, 2012.


SUN BANCORP: Unit Director of Consumer Banking Resigns
------------------------------------------------------
Sun Bancorp, Inc., was advised that Edward Malandro, III,
executive vice president and Director of Consumer Banking of Sun
National Bank, the Company's wholly-owned subsidiary, would resign
his position effective as of July 19, 2013.

                         About Sun Bancorp

Sun Bancorp, Inc. (NASDAQ: SNBC) is a $3.23 billion asset bank
holding company headquartered in Vineland, New Jersey, with its
executive offices located in Mt. Laurel, New Jersey.  Its primary
subsidiary is Sun National Bank, a full service commercial bank
serving customers through more than 60 locations in New Jersey.

The Company's balance sheet at March 31, 2013, showed
$3.227 billion in total assets, $2.963 billion in total
liabilities, and stockholders' equity of $264.3 million.

On April 15, 2010, Sun National Bank entered into a written
agreement with the OCC which contained requirements to develop and
implement a profitability and capital plan which provides for the
maintenance of adequate capital to support the Bank's risk profile
in the current economic environment.


SUN BANCORP: Reports $678,000 Net Income in Second Quarter
----------------------------------------------------------
Sun Bancorp, Inc., reported net income available to common
shareholders of $678,000 on $25.71 million of total interest
income for the three months ended June 30, 2013, as compared with
net income available to common shareholders of $1.31 million on
$29.40 million of total interest income for the same period during
the prior year.

For the six months ended June 30, 2013, the Company posted net
income available to common shareholders of $3.13 million on $52.79
million of total interest income, as compared with a net loss
available to common shareholders of $26.76 million on $58.80
million of total interest income for the same period a year ago.

As of June 30, 2013, the Company had $3.20 billion in total
assets, $2.94 billion in total liabilities and $261.66 million in
total shareholders' equity.

"This quarter, we continued to focus on improvement of our asset
quality profile, positioning the balance sheet for a rising rate
environment, and plans to deploy the excess liquidity we created
in this process into stronger earning assets," said Thomas X.
Geisel, Sun's president and chief executive officer.  "For the
remainder of the year, we will sustain ongoing efforts to advance
our corporate strategy, achieve opportunistic growth, further
reduce risk and provide unsurpassed service to our customers."

A copy of the press release is available for free at:

                        http://is.gd/tNTypj

                         About Sun Bancorp

Sun Bancorp, Inc. (NASDAQ: SNBC) is a $3.23 billion asset bank
holding company headquartered in Vineland, New Jersey, with its
executive offices located in Mt. Laurel, New Jersey.  Its primary
subsidiary is Sun National Bank, a full service commercial bank
serving customers through more than 60 locations in New Jersey.

On April 15, 2010, Sun National Bank entered into a written
agreement with the OCC which contained requirements to develop and
implement a profitability and capital plan which provides for the
maintenance of adequate capital to support the Bank's risk profile
in the current economic environment.


TALLGRASS ENERGY: Court Denies Application for CCAA Protection
--------------------------------------------------------------
Tallgrass Energy Corp. on July 29 disclosed that, the Company's
application for protection under the Companies Creditors
Arrangement Act (the "CCAA") was denied by the Alberta Court of
Queen's Bench on Friday July 26, 2013.

The Court instead granted the secured creditors application to
appoint Grant Thornton Limited as receiver and manager over the
property and assets of the Company.  More information on the
receivership will be available shortly on the Receiver's website
at http://www.grantthornton.ca/services/reorg/creditor_updates#T

The Receiver can be contacted with respect to any questions
concerning the assets and liabilities of the Company and will be
in charge of managing the day to day affairs during the period of
its appointment.

The Board of Directors will remain in place to assess possible
financing options to discharge the receiver and provide further
funding to the Company.

Headquartered in Calgary, Tallgrass Energy Corp., formerly Anglo
Canadian Oil Corp. -- http://www.tallgrassenergy.ca-- is a junior
oil and gas company engaged in the exploration, development and
exploitation of oil and gas reserves in Western Canada.  Anglo has
a land position in the oil rich Nordegg Member formation,
comprising 269 sections (172,160 acres) in and around the Grande
Prairie region of North Western Alberta.  Anglo holds a 100%
interest in this dominant position.  In March 2011, Anglo secured
34,456 net hectares of lands principally targeting the Duvernay
and Beaverhill Lake oil prone formations in Central Alberta.
Anglo produces heavy oil from its 20 section (12,800) 100%
interest in a Bakken play in South West Saskatchewan.  Its
properties include Nordegg Play and Bakken Play.  Effective
December 31, 2012, Anglo and Tallgrass Energy Corp. (Tallgrass)
completed a plan of arrangement (the Arrangement) the amalgamation
of Anglo and Tallgrass.  The resulting amalgamated company
continue under the name Tallgrass Energy Corp.


TRENDSET INC: Ch.11 Trustee Hires Bishops to Conduct Probe
----------------------------------------------------------
Katie Goodman, as Chapter 11 trustee for Trendset Inc., asks the
U.S. Bankruptcy Court for the District of South Carolina for
permission to employ Bishops Services, Inc., to provide
investigative services including asset search investigation
relating to assets, holdings and financial wherewithal of the
Debtor and certain affiliated entities and persons.

The negotiated fee for Bishops' engagement is $23,000, with half
of the amount payable immediately as an upfront retainer.  The
trustee seeks immediate authority to pay Bishops the retainer
amount of $11,500, and to pay Bishops the remaining $11,500 at the
conclusion of its investigation.

The trustee relates that the investigation by Bishops may take a
month or more to complete, and the Trustee believe that Bishops
immediate retention is in the best interests of the estate.

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

                      About Trendset, Inc.

Trendset, Inc., is a pre-audit and freight payment services
company, offering services to customers using carriers to deliver
products.

Trendset, Inc., was the subject of an involuntary Chapter 11
petition (Bankr. D. S.C. Case No. 13-02225) filed on April 15,
2013.  Rory D. Whelehan, Esq., at Womble Carlyle Sandridge & Rice,
LLP, serves as counsel to the alleged creditors.  Creditors who
signed the Chapter 11 petition are Husqvarna Professional
Products, Inc., (owed $5,782,524), Legrand North America, Inc.
(owed $4,642,653) and DH Business Services, LLC (owed $3,883,360).

On April 26, 2013, the Court signed off on an agreed order for
relief in the Involuntary Petition and directed the appointment of
a Chapter 11 trustee.  The Petitioning Creditors and the U.S.
Trustee had filed motions seeking appointment of a Chapter 11
trustee for the Debtor.

Katie Goodman was later appointed as Chapter 11 trustee, and is
represented by Michael M. Beal at McNair Law Firm, P.A.

Joseph V. Pegnia and Curtos S. Friedberg at GGG Partners serve as
the Chapter 11 trustee's financial advisor.  McNair Law Firm,
P.A., represents the Chapter 11 trustee as counsel.

Meanwhile, on May 2, 2013, the Court authorized the appointment of
The Finley Group, Inc. as the Debtor's chief restructuring officer
to exercise authority and responsibility for the conduct of the
affairs of the Debtor in the ordinary course of business until the
appointment of the Chapter 11 trustee.  Finley's Matthew W. Smith,
Jr., Jay F. Kilkenny and Ryan Blackmon worked on the case.

The Court also approved the employment of McCarthy Law Firm, LLC
as counsel for the Debtor through Finley.  The firm's attorneys
involved in the case were G. William McCarthy, Jr., Esq., and
Daniel J. Reynolds, Jr., Esq.  The Debtor disclosed $5,858,667 in
assets and $68,898,068 in liabilities as of the Chapter 11 filing.

On June 5, W. Clarkson McDow, Jr., the U.S. Trustee for Region 4,
advised the Court he failed to appoint an unsecured creditors'
committee due to lack of interest.


VANTAGE PIPELINE: S&P Assigns 'BB-' CCR; Outlook Stable
-------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
long-term corporate credit rating to Calgary, Alta.-based Vantage
Pipeline Canada ULC and Vantage Pipeline US L.P. (collectively,
Vantage).  The outlook is stable.

"The ratings on Vantage reflect our assessment of the company's
"satisfactory" business risk profile and "highly leveraged"
financial risk profile," said Standard & Poor's credit analyst
Gerry Hannochko.

Vantage will construct an ethane pipeline that has a 10-year take-
or-pay transport agreement for 50% of the pipeline capacity with
Nova Chemicals Corp. that provides stable cash flows.  S&P
believes that offsetting the strengths is that the company relies
on one contracted speculative-grade shipper and one supply source,
and has a single pipeline asset.  In addition, there is
construction risk because the pipeline is set to be completed in
October 2013 for an early November 2013 in-service date.  After
construction, S&P expects the company to have a very high degree
of financial leverage

Vantage is a private company that is constructing a high vapor
pressure, 10-inch liquid ethane pipeline between Hess Corp.'s
Tioga natural gas processing facility in North Dakota and an
interconnect with the Alberta Ethane Gathering System near
Empress, Alta.  The 40,000 barrel per day (bbl/d) pipeline will
run for more than 700 kilometers and have two pumping stations.
S&P forecasts EBITDA of approximately US$20 million in 2014, which
it expects to be the first full year of operation.  Vantage
expects to issue US$225 million of seven-year, first-lien senior
secured term loans, and a US$15 million revolving credit facility
to finance letters of credit for a debt service reserve account.
In addition to the term debt, the owners will contribute
approximately US$126 million of equity to finance the
US$351 million total cost of the pipeline.

"In our opinion, a key credit strength is the capacity commitment
from Nova, which accounts for 50% of the pipeline's capacity.  The
contract will provide low-volatility cash flows to Vantage, and
will support debt servicing.  In addition, all available ethane at
the Tioga plant will be dedicated to Nova for shipment.  We expect
that volumes beyond the contracted minimum with Nova (ramping to
20,000 bbl/d in 2015) will be available for the pipeline.  Nova
has signed a five-year agreement to operate the pipeline.  A
facilities termination backstop will provide for a cash payment to
Vantage if the contract is not extended at the end of the 10-year
term.  This payment is a minimum of US$10 million, and varies with
the cumulative revenues the pipeline earns through fixed capital
tolls--the payment is expected to keep debtholders whole if the
project does not generate enough cash flow to repay the amortizing
debt," S&P said.

"The stable outlook reflects our expectations that the pipeline
will be completed by fourth-quarter 2013 within the expected
construction budget of approximately USC$330 million.  An upgrade
is unlikely in our two-year outlook horizon unless the financial
metrics improve to approximately 15% AFFO-to-debt or 4.5x adjusted
debt-to-EBITDA, which could occur with additional long-term
contracted volumes.  We will continue to cap the rating on Vantage
at the rating on Nova, unless there is significant diversity of
shippers -- a situation we do not expect to occur.  A downgrade
during the outlook period is unlikely because the minimum
contracted volumes and tariffs provide support for debt service
and liquidity.  However, any negative changes to the ethane
transport, ethane supply, and facilities transportation backstop
agreements could trigger a downgrade," S&P added.


VANTAGE PIPELINE: New $225MM Term Loan Gets Moody's (P)Ba2 Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a (P)Ba2 senior secured rating
to Vantage Pipeline Canada ULC and Vantage Pipeline US LP's
proposed 7 year $225 million Term Loan B; the outlook is stable.

Vantage Pipeline Canada ULC and Vantage Pipeline US LP will cross
guarantee each other's debt and the combined debt will be serviced
from the combined net cash flows of both companies.

Vantage Pipeline's (P)Ba2 senior secured rating reflects the fact
that, until additional ethane transportation contracts are entered
into, 100% of Vantage Pipeline's revenues will be derived from
NOVA and thus NOVA's rating acts as a constraint. Moody's expects
that Vantage Pipeline will be well positioned to attract
additional transportation agreements given that it connects an
area of increasing ethane supply with one of growing supply
shortages. In the meantime, NOVA has contracted for minimum
volumes to be transported on the pipeline which, together with
largely unsecured termination payments, should be sufficient to
retire all the debt being issued by the end of the NOVA 10-year
ethane transportation contract. While Vantage Pipeline remains
exposed to some risks including an escalation of operating costs,
availability risk, higher interest rates, and refinancing risk,
Vantage Pipeline's ability to repay all the debt before the expiry
of the NOVA contract is resilient to a number of downside
scenarios due to the cash sweep mechanisms being implemented.
Construction risk is deemed to be manageable given that a
substantial portion of the pipeline is already built and that the
asset is not complex to build.

The outlook is stable reflecting the expectation that the
construction will be completed on time and budget, the equity
sponsors will continue to support the project in case of
construction cost overruns and the minimum contracted volumes will
underpin a stable DSCR once the asset is in operations.

The rating is unlikely to be upgraded until additional ethane
transportation agreements are signed up and until the construction
is completed.

The rating could be downgraded if construction is delayed beyond
December 31, 2013 without a corresponding agreement with NOVA to
extend the construction completion deadline and without additional
equity injections. Once in operation, the rating could be
downgraded if the DSCR falls below 1.50x.

The principal methodology used in this rating was Generic Project
Finance Methodology published in December 2010.

Vantage Pipeline Canada ULC and Vantage Pipeline US LP together
own and are constructing a pipeline to source ethane produced in
North Dakota's Williston Basin and transport it to Alberta where
it will be used as feedstock by NOVA Chemicals Corporation (NOVA,
Ba1 corporate family rating, stable) at its Joffre petrochemical
complex. Both entities are indirectly owned by Riverstone/Carlyle
Global Energy and Power Fund IV L.P. (99%) and by management (1%).


WCI COMMUNITIES: Moody's Assigns 'B3' Rating to $200MM Notes
------------------------------------------------------------
Moody's Investors Service assigned to WCI Communities, Inc., a B3
corporate family rating, a B3-PD probability of default rating a
B3 rating to the company's proposed $200 million senior unsecured
notes due 2021 and an SGL-2 speculative grade liquidity rating.
The rating outlook is stable. This is the first time Moody's has
assigned ratings to this issuer since the ratings were withdrawn
in 2008.

The following rating actions were taken:

Corporate family rating, assigned B3;

Probability of default rating, assigned B3-PD;

$200 million senior unsecured notes due 2021, assigned B3, LGD4-
54%;

Speculative grade liquidity rating, assigned SGL-2;

The rating outlook is stable.

WCI raised approximately $90 million in an initial public offering
of common stock, intends to raise $200 million in senior unsecured
notes due 2021, and establish a $75 million senior unsecured
revolving credit facility due 2017. The net proceeds from these
offerings will be used to retire the company's existing $125
million senior secured notes due 2017, with the remainder to be
applied towards land acquisitions, home construction and general
corporate purposes. As a result of these transactions, the
company's cash balance is expected to increase by about $160
million, while the homebuilding debt to capitalization ratio is
expected to remain unchanged at about 47%.

The transactions are credit enhancing as they nearly double the
company's equity balance, put in place permanent financing and
extend debt maturities to 2021, as well as improve liquidity by
raising cash balances and establishing an unsecured revolving
credit facility.

Ratings Rationale:

The B3 corporate family rating reflects WCI's small size and scale
compared to its nationally diversified public peers who are able
to benefit from higher operating efficiencies and purchasing
economies of scale. The rating is also constrained by the
company's 100% concentration in the Florida markets, limited time
in its current post-bankruptcy configuration, and weak interest
coverage metrics.

At the same time, the company's small size and limited diversity
are to a degree mitigated by its Amenities business, the
significant amount of revenue generated by the high price point
product within its master planned communities, and healthy gross
margins of 20% company-wide and about 30% in its homebuilding
operations alone. The rating is also supported by WCI's modest
financial leverage of 47% and Moody's expectation that debt
leverage will trend down with the help of positive earnings
generation, by an equity balance enhanced by the IPO, good
positions in Florida's established markets with attractive growth
prospects, modest speculative home building percentage, and long
land supply, obviating the immediate need to invest in land.

The stable outlook reflects Moody's expectation of continued
recovery in the homebuilding industry as well as WCI's solid
positions in its Florida markets.

WCI's good liquidity position is reflected in its SGL-2
speculative grade liquidity rating. Liquidity is supported by the
expected cash balance of $245 million following an initial public
offering of common stock and the $200 million proposed debt
offering, the availability under its new $75 million senior
unsecured revolving credit facility due 2017, and lack of debt
maturities until 2021. Liquidity is constrained by negative cash
flow from operations as the company invests in land and by the
need to maintain covenant compliance ratios.

The rating could be upgraded if the company significantly expands
its size and scale, keeps gross margins above 20%, and maintains a
conservative approach to financial leverage and sufficient
liquidity.

The rating could experience downward pressure if the company
engages in aggressive land expenditures that would impair
liquidity, experiences sharp profitability declines, or drives
debt leverage above 60%.

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

WCI Communities, Inc., headquartered in Bonita Springs, is a
Florida-based homebuilder and a developer of master planned
communities. The company focuses on move-up, second home and
active adult buyers, and operates three business segments,
including Homebuilding, Real Estate Services (brokerage and title
services), and Amenities within its communities. In 2012, the
company's average home selling prices reached $396,000. In the
last twelve months ending March 31, 2013, WCI generated $262
million in revenues and $58 million in net income.


WCI COMMUNITIES: S&P Assigns 'B-' CCR & Rates $200MM Notes 'B'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B-'
corporate credit rating to WCI Communities Inc.  The outlook is
stable.

At the same time, S&P assigned a 'B' issue-level rating and a '2'
recovery rating to the homebuilder's proposed offering of
$200 million of unsecured notes due 2021.  The '2' recovery rating
indicates prospects for a substantial (70% to 90%) recovery of
principal for senior unsecured noteholders in the event of payment
default.  The company plans to use proceeds from the notes
offering to retire $125 million of outstanding senior secured
notes.  The remaining proceeds of approximately $71.5 million, net
of fees, will be used for general corporate purposes including
future land acquisition and development, and home construction.

"The ratings on WCI reflect the homebuilder's vulnerable business
risk profile characterized by its small, geographically
concentrated operating platform," said Standard & Poor's credit
analyst Susan Madison.

As of March 31, 2013, WCI operated in 20 neighborhoods situated in
nine master-planned communities, all located in coastal regions of
Florida.  In S&P's view, WCI's financial risk profile is "highly
leveraged".  Under S&P's base-case forecast, it expects debt to
EBITDA to exceed 7x at year-end 2013 and EBITDA interest coverage
to be less than 2x.  Debt to total book capital is more moderate,
in the high 30% area.  However, in S&P's view, the book value of
the company's inventory, which consists primarily of land in
coastal Florida and homes under construction, could be subject to
meaningful impairments in the event of a housing downturn.

The stable outlook reflects S&P's expectation that WCI will grow
revenues and EBITDA significantly over the next 12 to 18 months
driven by higher home sales volumes, sales price appreciation, and
200 bps improvement in EBITDA margins as the company is able to
leverage a larger operating platform.  As a result, S&P expects
credit metrics to improve, with debt to EBITDA declining to the
mid-5x area and interest coverage exceeding 2x by year-end 2014.

S&P could raise its rating to 'B' if WCI outperforms its base-case
expectations and debt to EBITDA approaches the 5x area and EBITDA
interest coverage improves to the 3x area.  Under an upgrade
scenario S&P would also expect that improved operating
profitability enables the company to largely fund working capital
requirements internally.  S&P could lower the rating if leverage
levels rise from the current high-7x area, liquidity becomes
constrained, or if the company fails to meet our base-case growth
expectations.


* Downgrades Form Bulk of Moody's Public Finance Rating Changes
---------------------------------------------------------------
Rating downgrades during the second quarter of 2013 continued to
make up approximately four fifths of public finance rating
changes, says Moody's Investors Service in its "US Public Finance
Rating Revisions: High Pace of Downgrades Continues." Out of 264
rating changes during the quarter, 219 were downgrades, a
percentage essentially unchanged from the previous quarter.

"We expect the high pace of downgrades to continue in 2013 for
most sectors," says Moody's Assistant Vice President Eileen Hawes.
"Although the US economy overall continues to indicate a trend of
slow recovery, there are regional and intra-regional differences
in the pace of recovery, and revenue and budgetary challenges
remain for many entities."

The par amount of debt downgraded rose sharply in the second
quarter, to $92 billion from $27 billion in the first quarter. A
few large downgrades, however, made up more than half of the
second quarter total.

The largest rating action during the quarter, accounting for a
third of the total par amount downgraded across US public finance,
was the downgrade of the rating on $32 billion of the State of
Illinois' general obligation and sales tax bonds to A3 with a
negative outlook, from A2. The state's ongoing pension funding
burdens and the looming expiration of income tax increases led to
the downgrade.

"The largest downgrades were in different sectors across public
finance, demonstrating that widespread negative pressures continue
to make it difficult for credit conditions to stabilize," says
Moody's Hawes.

In the local government sector, downgrades of the City of Detroit
as well as Detroit Water and Detroit Sewer reflected the growing
risk of a bankruptcy filing and accounted for nearly half of the
$19.9 billion by par value that Moody's downgraded in the sector
during the second quarter.

The infrastructure sector experienced several actions involving
large amounts of debt, including the downgrade of The Long Island
Power Authority's (LIPA) $7 billion in debt because of the
utility's weak liquidity and reliance on an unpredictable
reimbursement from FEMA pertaining to Superstorm Sandy.

Moody's also downgraded the rating on Puerto Rico Electric Power
Authority's $8.2 billion of debt, largely because of its link to
Puerto Rico's weakened economy and parent government credit.

Among higher education credits, Moody's downgraded the rating on
Rutgers University to Aa3, affecting $1.8 billion of debt, because
of the higher leverage resulting from its takeover of most of the
University of Medicine and Dentistry's (NJ) operating units.
However, in the sector, the five upgrades during the quarter were
nearly even with the seven downgrades.

In the not-for-profit hospital sector, Moody's downgraded 14
hospitals and upgraded seven. Eleven of the 14 downgraded
hospitals were small-sized providers, an indication that the
smaller providers are more vulnerable to the negative pressures
facing the industry than the larger ones.

In the housing sector there were 45 downgrades to only two
upgrades, but 36 of the downgrades had as a factor a change in
Moody's rating methodology for stand-alone housing bond programs
with credit enhanced mortgages.


* Hunton & Williams Promotes Two Litigators to Counsel
------------------------------------------------------
Hunton & Williams LLP on July 29 announced the promotion to
Counsel of Tara L. Elgie and Christopher H. Taylor.  Through their
many accomplishments, Ms. Elgie and Mr. Taylor have distinguished
themselves as excellent lawyers and valued members of the
litigation practice group while continuing to demonstrate their
commitment to the firm's clients.

Tara Elgie, of the Richmond office, is a member of the bankruptcy,
restructuring and creditor's rights practice group.  She focuses
her practice on bankruptcy and creditors' rights litigation.
Ms. Elgie has experience advising commercial, consumer and
mortgage lenders in litigation and compliance matters and
regularly represents clients in litigation pending in the
bankruptcy courts, federal district courts and in Virginia state
courts.  Ms. Elgie graduated from Gettysburg College, received a
law degree from the University of Richmond School of Law, and held
a judicial clerkship with the U.S. Bankruptcy Court for the
Eastern District of Virginia.  Hunton & Williams regularly handles
major bankruptcy and creditors' rights representations for a wide
range of national institutional and other clients in federal and
state courts across the United States, including the traditional
bankruptcy forums of the Southern District of New York and the
District of Delaware.

Chris Taylor, of the Austin office, is a member of the energy and
environmental litigation practice group.  He focuses on complex
commercial and civil litigation disputes, allowing him to
represent plaintiffs and defendants in a wide variety of disputes
in state and federal trial courts, arbitration, administrative
proceedings, and appeals.  Mr. Taylor graduated from Texas A&M
University and received a law degree from The University of Texas
School of Law.  In addition to his law practice, Mr. Taylor serves
as the board president of Texans Care for Children, a non-profit
that advocates for children's health and welfare.  Hunton &
Williams' energy and environmental practices have been ranked
among the preeminent practices nationally, most recently as
"Practice Group of the Year" for 2012 by Law360.  Combining the
strengths of the firm's regulatory and litigation teams, the
energy and environmental litigators practice throughout the United
States, handling complicated matters arising under both federal
and state environmental laws.

                 About Hunton & Williams LLP

Hunton & Williams LLP -- http://www.hunton.com-- provides legal
services to corporations, financial institutions, governments and
individuals, among other entities.  Founded in 1901, Hunton &
Williams has grown to more than 800 lawyers serving clients in 100
countries from 19 offices around the world.  Its practice has a
strong industry focus on real estate, energy, financial services
and life sciences, and the firm's experience extends to practice
areas including bankruptcy and creditors' rights, commercial
litigation, corporate transactions and securities law,
intellectual property, international and government relations,
regulatory law, products liability, and privacy and cybersecurity.


* Michael A. McConnell Bags 2013 A. Sherman Christensen Award
-------------------------------------------------------------
Michael A. McConnell, Esquire, has been selected to receive the
prestigious A. Sherman Christensen Award by the American Inns of
Court.  The award will be presented at the annual American Inns of
Court Celebration of Excellence at the Supreme Court of the United
States on October 19, 2013; the event will be hosted by Associate
Justice Elena Kagan.

Mr. McConnell is a partner with the law firm of Kelly Hart &
Hallman in Fort Worth, Texas, and serves as chairman of the firm's
Business Reorganization and Bankruptcy practice group.  He is a
former U.S. Bankruptcy Judge from the Northern District of Texas
and has served as a Chapter 11 Operating Trustee and Chapter 11
Examiner in several complex cases.  He has also been involved in a
variety of business, litigation, and commercial law engagements.

A co-founder and charter member of the Eldon B. Mahon American Inn
of Court in Fort Worth and the Honorable John C. Ford American Inn
of Court in Dallas, McConnell has been extensively involved in the
American Inns of Court movement for the past two decades.  He has
served as chairman of two national symposiums, including the 2013
American Inns of Court National Symposium held in May in New
Orleans.  He has served on the American Inns of Court Board of
Trustees and is active on its Leadership Council.

Mr. McConnell earned his undergraduate degree from Loyola
University of the South and attended law school at the University
of Texas.  He is a member of the American Law Institute and a
Fellow of the American College of Bankruptcy.

The A. Sherman Christensen Award is bestowed upon a member of an
American Inn of Court who, at the local, state, or national level,
has provided distinguished, exceptional and significant leadership
to the American Inns of Court movement.  The award is named for
the founder of the first American Inn of Court, and is funded by
an endowment established by LexisNexis.

Headquartered in Alexandria, Virginia, The American Inns of Court
-- http://www.innsofcourt.org-- fosters excellence in
professionalism, ethics, civility, and legal skills.  The
organization's membership includes more than 30,000 federal,
state, and local judges; lawyers; law professors; and law students
in more than 360 chapters nationwide and more than 97,000 alumni
members.


* Large Companies With Insolvent Balance Sheets
-----------------------------------------------

                                             Total
                                            Share-      Total
                                  Total   Holders'    Working
                                 Assets     Equity    Capital
  Company         Ticker           ($MM)      ($MM)      ($MM)
  -------         ------         ------   --------    -------
ABSOLUTE SOFTWRE  ABT CN          120.5      (14.1)     (11.1)
ACASTI PHARMA IN  APO CN            3.3       (1.8)       2.3
ADVANCED EMISSIO  ADES US          92.5      (39.8)     (11.0)
AK STEEL HLDG     AKS US        3,772.7     (181.0)     473.3
ALLIANCE HEALTHC  AIQ US          535.0     (119.7)      45.0
AMC NETWORKS-A    AMCX US       2,568.3     (825.3)     620.4
AMER AXLE & MFG   AXL US        3,029.6     (107.9)     354.0
AMERISTAR CASINO  ASCA US       2,125.6       (2.6)     (60.2)
AMR CORP          AAMRQ US     26,216.0   (8,216.0)  (1,034.0)
AMYLIN PHARMACEU  AMLN US       1,998.7      (42.4)     263.0
ANACOR PHARMACEU  ANAC US          37.4       (8.0)       9.5
ANGIE'S LIST INC  ANGI US         111.8      (11.9)      (9.4)
ARRAY BIOPHARMA   ARRY US         107.4      (52.4)      40.0
AUTOZONE INC      AZO US        6,783.0   (1,532.3)    (657.7)
BERRY PLASTICS G  BERY US       5,082.0     (315.0)     517.0
BIOCRYST PHARM    BCRX US          46.9       (2.8)      24.1
BOSTON PIZZA R-U  BPF-U CN        156.7     (108.0)      (4.2)
BRP INC/CA-SUB V  DOO CN        1,768.0     (496.6)     (21.8)
BUILDERS FIRSTSO  BLDR US         505.5       (8.5)     188.3
CABLEVISION SY-A  CVC US        7,143.2   (5,676.0)    (266.5)
CAESARS ENTERTAI  CZR US       27,475.0     (560.0)   1,227.1
CAPMARK FINANCIA  CPMK US      20,085.1     (933.1)       -
CC MEDIA-A        CCMO US      15,519.2   (8,209.7)   1,053.5
CENTENNIAL COMM   CYCL US       1,480.9     (925.9)     (52.1)
CHIMERIX INC      CMRX US          26.3       (2.1)      15.9
CHOICE HOTELS     CHH US          546.0     (539.3)      56.8
CIENA CORP        CIEN US       1,693.3      (97.9)     744.0
CINCINNATI BELL   CBB US        2,151.5     (727.8)     (93.4)
DELTA AIR LI      DAL US       45,068.0   (1,943.0)  (5,427.0)
DENDREON CORP     DNDN US         639.0      (35.9)     339.3
DEX MEDIA INC     DXM US        2,658.8      (17.7)     (13.5)
DIAMOND RESORTS   DRII US       1,053.8      (99.1)     674.4
DIRECTV           DTV US       20,650.0   (5,748.0)      69.0
DOMINO'S PIZZA    DPZ US          468.8   (1,328.8)      73.7
DUN & BRADSTREET  DNB US        1,902.0   (1,097.0)    (194.9)
DYAX CORP         DYAX US          70.7      (37.0)      50.8
ESPERION THERAPE  ESPR US           5.3       (5.0)       2.4
FAIRPOINT COMMUN  FRP US        1,656.5     (360.7)       5.5
FAIRWAY GROUP HO  FWM US          338.5       (1.2)       5.8
FERRELLGAS-LP     FGP US        1,440.6      (29.0)       9.9
FIFTH & PACIFIC   FNP US          826.3     (170.2)     (17.7)
FOREST OIL CORP   FST US        1,895.0     (104.8)    (127.8)
FREESCALE SEMICO  FSL US        3,139.0   (4,540.0)   1,209.0
GENCORP INC       GY US         1,411.1     (366.9)      27.9
GIGAMON INC       GIMO US          49.5       (1.7)       0.4
GLG PARTNERS INC  GLG US          400.0     (285.6)     156.9
GLG PARTNERS-UTS  GLG/U US        400.0     (285.6)     156.9
GLOBAL BRASS & C  BRSS US         576.5      (37.0)     286.9
GOLD RESERVE INC  GDRZF US         78.3      (25.8)      56.9
GOLD RESERVE INC  GRZ CN           78.3      (25.8)      56.9
GRAHAM PACKAGING  GRM US        2,947.5     (520.8)     298.5
HALOGEN SOFTWARE  HGN CN           22.8      (46.2)      (9.4)
HCA HOLDINGS INC  HCA US       27,882.0   (8,012.0)   1,796.0
HD SUPPLY HOLDIN  HDS US        6,459.0   (1,720.0)   1,199.0
HOVNANIAN ENT-A   HOV US        1,618.9     (478.5)     929.3
HUGHES TELEMATIC  HUTC US         110.2     (101.6)    (113.8)
HUGHES TELEMATIC  HUTCU US        110.2     (101.6)    (113.8)
INCYTE CORP       INCY US         330.3     (163.5)     187.8
INFOR US INC      LWSN US       5,846.1     (480.0)    (306.6)
INSYS THERAPEUTI  INSY US          22.2      (63.5)     (70.0)
INVIVO THERAPEUT  NVIV US          13.8      (14.3)     (15.3)
IPCS INC          IPCS US         559.2      (33.0)      72.1
ISTA PHARMACEUTI  ISTA US         124.7      (64.8)       2.2
JUST ENERGY GROU  JE US         1,528.9     (164.9)     (62.3)
JUST ENERGY GROU  JE CN         1,528.9     (164.9)     (62.3)
L BRANDS INC      LTD US        5,776.0     (994.0)     634.0
LIN TV CORP-CL A  TVL US        1,201.4      (86.6)    (101.7)
LORILLARD INC     LO US         3,335.0   (1,855.0)   1,587.0
MANNKIND CORP     MNKD US         215.2     (146.8)    (231.9)
MARRIOTT INTL-A   MAR US        6,523.0   (1,377.0)    (732.0)
MDC PARTNERS-A    MDCA US       1,389.4      (16.6)    (204.5)
MDC PARTNERS-A    MDZ/A CN      1,389.4      (16.6)    (204.5)
MEDIA GENERAL-A   MEG US          734.7     (191.7)      38.1
MERITOR INC       MTOR US       2,337.0   (1,014.0)     208.0
MERRIMACK PHARMA  MACK US         127.3      (32.1)      58.4
MONEYGRAM INTERN  MGI US        5,075.8     (148.2)      30.1
MORGANS HOTEL GR  MHGC US         583.6     (148.2)     104.5
MPG OFFICE TRUST  MPG US        1,450.5     (530.6)       -
NATIONAL CINEMED  NCMI US         831.0     (308.8)     122.2
NAVISTAR INTL     NAV US        8,723.0   (3,638.0)   1,562.0
NEKTAR THERAPEUT  NKTR US         447.9       (2.6)     183.8
NPS PHARM INC     NPSP US         188.5       (4.2)     133.4
NYMOX PHARMACEUT  NYMX US           1.8       (7.4)      (1.9)
ODYSSEY MARINE    OMEX US          28.0       (7.1)     (15.5)
OMEROS CORP       OMER US          17.7      (15.9)       5.2
OMTHERA PHARMACE  OMTH US          18.3       (8.5)     (12.0)
ORGANOVO HOLDING  ONVO US          16.7       (5.3)      (6.2)
PALM INC          PALM US       1,007.2       (6.2)     141.7
PDL BIOPHARMA IN  PDLI US         312.8      (93.7)     189.9
PHILIP MORRIS IN  PM US        37,140.0   (3,929.0)   2,049.0
PHILIP MRS-BDR    PHMO11B BZ   37,140.0   (3,929.0)   2,049.0
PLAYBOY ENTERP-A  PLA/A US        165.8      (54.4)     (16.9)
PLAYBOY ENTERP-B  PLA US          165.8      (54.4)     (16.9)
PLY GEM HOLDINGS  PGEM US         906.1     (343.4)     132.2
PROTECTION ONE    PONE US         562.9      (61.8)      (7.6)
QUALITY DISTRIBU  QLTY US         510.5      (11.1)      88.5
QUINTILES TRANSN  Q US          2,426.7   (1,322.3)     217.5
REGAL ENTERTAI-A  RGC US        2,451.8     (706.2)     117.1
RENAISSANCE LEA   RLRN US          57.0      (28.2)     (31.4)
RENTPATH INC      PRM US          208.0      (91.7)       3.6
REVLON INC-A      REV US        1,241.9     (655.1)     152.9
ROCKWELL MEDICAL  RMTI US          18.0      (10.5)     (14.3)
RURAL/METRO CORP  RURL US         303.7      (92.1)      72.4
SALLY BEAUTY HOL  SBH US        1,892.1     (280.5)     523.4
SILVER SPRING NE  SSNI US         494.3     (104.0)      60.1
SINCLAIR BROAD-A  SBGI US       2,734.5      (97.3)     (18.2)
SUNGAME CORP      SGMZ US           0.1       (1.3)      (1.4)
SUPERVALU INC     SVU US        4,691.0   (1,084.0)       2.0
TAUBMAN CENTERS   TCO US        3,302.5     (184.4)       -
THRESHOLD PHARMA  THLD US         113.9      (21.8)      88.3
TOWN SPORTS INTE  CLUB US         414.5      (43.7)     (14.3)
ULTRA PETROLEUM   UPL US        2,035.4     (562.2)    (293.0)
UNISYS CORP       UIS US        2,275.8   (1,536.0)     412.2
VECTOR GROUP LTD  VGR US        1,066.8     (108.3)     422.2
VENOCO INC        VQ US           704.3     (299.9)     (40.5)
VERISIGN INC      VRSN US       2,524.8     (273.9)     312.7
VIRGIN MOBILE-A   VM US           307.4     (244.2)    (138.3)
VISKASE COS I     VKSC US         334.7       (3.4)     113.5
WEIGHT WATCHERS   WTW US        1,314.7   (1,620.7)    (312.5)
WEST CORP         WSTC US       3,940.9     (850.2)     297.8
WESTMORELAND COA  WLB US          933.6     (281.6)     (11.1)
XERIUM TECHNOLOG  XRM US          616.9      (26.0)     123.4
XOMA CORP         XOMA US          88.9       (0.9)      60.6
YRC WORLDWIDE IN  YRCW US       2,200.9     (642.6)     111.1


                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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