TCR_Public/130731.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, July 31, 2013, Vol. 17, No. 210

                            Headlines

ABERDEEN LAND II: Sec. 341(a) Meeting of Creditors on Aug. 7
AGE REFINING: 5th Cir. Reinstates Committee's Plan Appeal
ALASKA AIR: S&P Raises CCR to 'BB' and Revises Outlook to Stable
ALLIED SYSTEMS: Can Employ PwC as Supplemental Financial Advisor
ALLIED SYSTEMS: Axis Group Can Ink License Agreement with NYC

APERION COMMUNITIES: Sec. 341 Meeting of Creditors on Aug. 20
BANKRATE INC: Moody's Rates $70MM Revolver Ba1 & $300MM Notes B2
BANKRATE INC: S&P Rates $70MM Revolver BB+ & New $300MM Notes BB-
BATE LAND & TIMBER: Sec. 341(a) Meeting of Creditors on Sept. 4
BEST UNION: Court Confirms Chapter 11 Plan of Reorganization

BIO-KEY INTERNATIONAL: Sells 3.5 Million Units for $1 Million
BMC SOFTWARE: S&P Lowers CCR to 'B+'; Outlook Stable
BOWIE RESOURCE: Moody's Assigns B1, Caa1 Ratings to Term Loans
BROADVIEW NETWORKS: Incurs $516,000 Net Loss in Second Quarter
BUILDERS GROUP: Aug. 26 Hearing on Request to Use Cash Collateral

BUILDERS GROUP: G.A. Carlo-Altieri Approved as Counsel
CARDERO RESOURCE: Secured Creditors Demand Debt Repayment
CASPIAN ENERGY: Debenture Holders Agree to Extend Default Cure
CENGAGE LEARNING: Unsecured Creditors Oppose Loans, Plan Deal
CHA CHA ENTERPRISES: Section 341(a) Meeting Set on Aug. 28

CHINA GREEN: Merges with China Shianyun
COMMUNITY LEADERSHIP: S&P Assigns 'BB' Rating to $15.9MM Bonds
COMPETITIVE TECHNOLOGIES: Tonaquint to Buy $112,500 Conv. Note
COMMUNITY MEMORIAL: Committee Files Corrected Plan of Liquidation
CONSOLIDATED DISTRIBUTORS: MEC May Pursue Infringement Suit

CONTINENTAL BUILDING: Moody's Assigns 'B2' CFR; Outlook Stable
CONTINENTAL BUILDING: S&P Assigns Prelim. 'B' CCR; Outlook Stable
CORNERSTONE HOMES: New York Homebuilder Sets Sept. 6 Confirmation
CPI CORP: Asset Sale to Lifetouch Portrait to Be Approved
DAMES POINT: Can Employ Gust Sarris as Counsel

DBSI INC: Wavetronix May Amend Respond to Plan Trustee's Complaint
DETROIT, MI: 15 Months to Reorganize $18 Billion in Debt
DETROIT, MI: 86-Cent Water Debt Seen Delivering Profit
DETROIT, MI: Gov. to Rebuild City But Says No to State Bailout
DEWEY & LEBOEUF: Trust's Status Report for April to June 2013

DUNE ENERGY: Board OKs $1.1 Million 2013 Bonuses to Executives
DYNAVOX INC: Taps Bulger to Advise on Strategic Alternatives
EARL GAUDIO: Section 341(a) Meeting Set on Aug. 15
EASTMAN KODAK: Seeks to Reject Contracts With Acro, et al.
EASTMAN KODAK: U.S. Trustee Opposes Formation of Equity Committee

EASTMAN KODAK: Names Management for Post-Emergence Company
ELAN CORP: Perrigo Purchase Offer Prompts Moody's Upgrade Review
ELAN CORP: S&P Puts 'B+' CCR on CreditWatch Positive
EXIDE TECHNOLOGIES: Seeks Bonuses for Employees After CEO Departs
FREESEAS INC: Issues 700,000 Add'l Settlement Shares to Hanover

GABRIEL TECHNOLOGIES: U.S. Trustee Balks at Plan Disclosures
GASCO ENERGY: Posts $3-Mil. Net Loss in Second Quarter 2013
GETTY PETROLEUM: Settlement With Lukoil Approved
GORDON PROPERTIES: Examiner Can Employ Leach Travell as Counsel
HAMPTON ROADS: Moody's Affirms Ratings on Series 2007-A Bonds

HAWKER BEECHCRAFT: New York Judge Dismisses Qui Tam Claim
HDC FINANCIAL: Ariz. Court Won't Reinstate Claims Against Seibels
HEALTHWAREHOUSE.COM INC: W. Corona Had 10% Stake at March 15
HEARUSA INC: Shareholders Agree to $1 Million Settlement
HYMAN COMPANIES: Court Rules on Objection to Ansel Claim

INTELLIPHARMACEUTICS INT'L: Offering 1.5 Million Units
INTERLEUKIN GENETICS: Amends 120.4MM Shares Resale Prospectus
IRON MOUNTAIN: S&P Retains 'BB-' CCR Following Upsize of Facility
J & J DEVELOPMENTS: Liquidating Trustee Wants Case Opened
J & J DEVELOPMENTS: Trustee Can Hire Speth & King  as Counsel

J.C. PENNEY: Adds Article XVII to Bylaws
JAMES RIVER: Kentucky Plant Operation Resumes
JUMP OIL: Court Approves Sale of Gas Stations and Related Property
JUNIPER GENERATION: Fitch Affirms BB+ Rating on $206MM Sec. Notes
KEMET CORP: Stockholders Elect Two Directors

LEE BRICK: Chapter 11 Plan Declared Effective
LIBERACE FOUNDATION: Hires Marquis Aurbach as Special Counsel
LIBERTY HARBOR: Plan Filing Exclusivity Extended Until Oct. 17
LIFE UNIFORM: Sold to Scrubs & Beyond for $22.6 Million
LIFEPOINT HOSPITALS: Moody's Affirms 'Ba2' Corp. Family Rating

LORD & TAYLOR: Moody's Reviews 'B1' CFR for Possible Downgrade
MAUI LAND: Posts $831,000 Net Income in June 30 Quarter
MAXCOM TELECOMUNICACIONES: Plan Confirmation Hearing on Sept. 10
MCCLATCHY CO: Former Yahoo! Executive Named to Board
MF GLOBAL: Reaches Settlement With JPMorgan Unit on Recovery

MFM DELAWARE: Benesch Friedlander Approved as Committee's Counsel
MFM DELAWARE: Panel Can Hire Gavin/Solmonese as Financial Advisor
MFM DELAWARE: Gregg Stewart Approved as Chief Financial Officer
MGM DELAWARE: Pharus Securities Approved as Investment Banker
MI PUEBLO SAN JOSE: Sec. 341 Meeting of Creditors on Aug. 28

MPG OFFICE: Amends 2012 Annual Report to Re-File Exhibit
MULTI PACKAGING: Moody's Assigns 'B2' CFR, Outlook Stable
MULTI PACKAGING: S&P Affirms 'B' CCR & Rates $50MM Facility 'B+'
NATIONAL ENVELOPE: Can Employ Epiq Systems as Admin. Advisor
NATIONAL ENVELOPE: Committee Retains Pachulski Stang as Counsel

NATIONAL ENVELOPE: RR Donnelley Wants Stay Relief to Permit Setoff
NATIONAL ENVELOPE: Panel Seeks Clarification on Info Protocol
NESBITT PORTLAND: Fine-Tunes Joint Consensual Plan
NNN 3500: Motion to Reconsider Order Granting Stay Relief Denied
NORTHERN BEEF: Section 341(a) Meeting Scheduled for Sept. 4

NUANCE COMMUNICATIONS: S&P Retains 'BB+' Rating to Sr. Facility
OLDE PRAIRIE: 7th Circuit Dismisses CenterPoint Appeal
ONCURE MEDICAL: Auction Scheduled for Aug. 19
PACIFIC GOLD: Amends 2012 Annual Report
PARTY CITY: Moody's Reviews B2 Ratings for Possible Downgrade

PARTY CITY: S&P Revises Outlook to Neg. & Rates $300MM Notes CCC+
PATRIOT COAL: Mine Workers' Appeal Nears Conclusion
PATRIOT COAL: Knighthead, Aurelius to Backstop for Rights Offering
PENSON WORLDWIDE: 4th Amended Plan to Come Before Court Today
PENSON WORLDWIDE: Parties File Motions to Lift Automatic Stay

PEREGRINE FINANCIAL: 7th Cir. Affirms Ruling in Prestwick Suit
PERRIGO CO: S&P Puts 'B+' CCR on CreditWatch Positive
PMI GROUP: Plan Approved Over Justice Department Objection
POINT BLANK: SS Body Armor Can Employ McKenna as Special Counsel
R. BROWN & SONS: Vermont Court Appoints Sheriffs as Custodians

RCN TELECOM: Moody's B2 CFR Unchanged Following Bond Announcement
RG STEEL: Seeks Court Approval of Longer Plan-Filing Exclusivity
ROTECH HEALTHCARE: Wins Approval of $200 Million Exit Financing
SAKS INCORPORATED: Fitch Puts 'BB' IDR on Rating Watch Negative
SAKS INC: On Moody's Downgrade Watch After Hudson Bay Purchase

SHUANEY IRREVOCABLE: Can Employ Wilson Harrell as Attorney
SIRIUS XM: Moody's Rates New $600-Mil. Senior Notes 'B1'
SIRIUS XM: S&P Assigns 'BB' Rating to $600MM Senior Notes Due 2021
SOUND SHORE MEDICAL: Can Employ Garfunkel Wild as Counsel
SOUTH FLORIDA SOD: Sec. 341 Meeting of Creditors on Aug. 5

SPRINGFIELD HOMES: Sec. 341(a) Meeting of Creditors on Aug. 20
STACY'S INC: Bank of the West Opposes Sale of Greenhouse Owner
STEARNS HOLDINGS: Moody's Assigns B2 CFR & Rates $200MM Notes B2
STELERA WIRELESS: Section 341(a) Meeting Set on Aug. 26
SUNSET MARINE: Tracker Marine Suit Remanded to Missouri Court

SURGICAL SPECIALTIES: Moody's Assigns 'B3' CFR; Outlook Negative
SURGICAL SPECIALTIES: S&P Assigns 'B' CCR; Outlook Stable
SWJ MANAGEMENT: Sec. 341 Creditors' Meeting Set for Aug. 27
TELECOMMUNICATIONS MANAGEMENT: S&P Affirms 'B+' Corp Credit Rating
TESORO LOGISTICS: Moody's Rates New $300MM Sr. Unsec. Notes 'B1'

TESORO LOGISTICS: S&P Rates $300MM Unsecured Notes 'BB-'
THQ INC: Graphics Co. Wants IP Claim Set at $62MM
VALENCE TECHNOLOGY: Lincoln Center Lease Extended Until Dec. 31
VERISIGN INC: Share Repurchase Program Hike No Impact on Ba2 CFR
VERTIS HOLDINGS: Has Until Oct. 7 to Remove Civil Actions

WINDMILL DURANGO: Sec. 341 Meeting of Creditors on Aug. 29

* Fitch Releases Global Short-Term 2012 Transition, Default Update
* Fitch: U.S. Money Fund Exposure to Eurozone Banks Stabilizes
* Fitch: Cumulative US CMBS Defaults Diminishing in Size & Speed

* Bankruptcy Filings Fall 17 Percent in First Half of 2013

* Time Limits on Dischargeability Aren't Flexible

* Upcoming Meetings, Conferences and Seminars


                            *********

ABERDEEN LAND II: Sec. 341(a) Meeting of Creditors on Aug. 7
------------------------------------------------------------
There's a meeting of creditors of Aberdeen Land II, LLC, on
Aug. 7, 2013 at 1:00 p.m. at Jacksonville, FL (3-40) - Suite
1-200, 300 North Hogan St.

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

Proofs of claim are due by Nov. 5, 2013.

                      About Aberdeen Land II

Aberdeen Land II, LLC, doing business as Aberdeen, owns
a 1,316-acre master- planned community near Jacksonville, Florida.
The project is designed for 1,623 single-family homes and 395
multi-family units.  More than 1,000 units have been sold, leaving
Aberdeen with 856 undeveloped lots and 28.1 acres zoned for
commercial or residential use.

Aberdeen filed a Chapter 11 petition (Bankr. M.D. Fla. Case No.
13-04103) on July 1, 2013, in Jacksonville, Florida.  The Debtor
has tapped Genovese Joblove & Battista, P.A., as counsel, Kapila &
Company as accountant, Kellerhals Ferguson Fletcher Kroblin, PLLC,
as special counsel, and Fishkind & Associates as expert
consultants.

The Debtor disclosed $41,165,861 in assets and $30,605,713 in
liabilities in its schedules.  Aberdeen owes $24 million in bonds
that financed the project and more than $20 million to secured
lenders with mortgages on the property.


AGE REFINING: 5th Cir. Reinstates Committee's Plan Appeal
---------------------------------------------------------
The United States Court of Appeals, Fifth Circuit, vacated the
district court's orders that dismissed appeals by the Official
Committee of Unsecured Creditors in the Chapter 11 case of AGE
Refining, Inc.

The Committee appeals from an order approving a settlement reached
between JPMorgan Chase Bank, N.A. and Chase Capital, and the AGE
bankruptcy estate, and from the order confirming AGE's
restructuring plan.

The District Court held that both of the Committee's appeals were
equitably moot.  The District Court did not reach the merits of
the appeals.

"As the district court did not reach the merits, we will not reach
them here, leaving them for the district court on remand," the
Fifth Circuit said.

AGE owned a refinery in San Antonio, Texas, and was owned and
operated by Glen Gonzalez and persons affiliated with him.  Chase
was AGE's primary secured creditor before bankruptcy and also
provided AGE with postpetition financing, permitted AGE to use
Chase's cash collateral, and was granted postpetition liens on
AGE's assets.

The bankruptcy court appointed Eric Moeller as the Chapter 11
trustee.  Refinery equipment and real property and other AGE
tangible assets -- including property adjacent to the refinery and
the Elmendorf Tank Farm -- were eventually sold to NuStar for
$41 million.  The legal documents effectuating the sale did not
allocate the sale proceeds between Chase's encumbered collateral
and unencumbered assets.  No valuation testimony on the Refinery
was presented to the bankruptcy court.

Chase, arguing it was oversecured, made claims against the estate
that included $40.2 million in prepetition claims and postpetition
interest exceeding $6 million.  At that time, other administrative
priority claims against the Debtor's estate exceeded $5.5 million
and unsecured claims totaled nearly $9 million.

The Chapter 11 Trustee and the Committee contested Chase's claims,
arguing that Chase's collateral did not have a value in excess of
its claims.  The Trustee negotiated with Chase, however, out of
concern that litigation of the claims would leave the estate in a
worse position than in a compromise.  The Trustee and Chase
reached the Chase Settlement regarding Chase's claims. The
bankruptcy court approved the settlement over the Committee's
objections that it overpaid Chase.

The Committee appealed the order approving the Chase Settlement
but did not seek a stay pending appeal.  Chase was paid the full
$40.2 million of its asserted prepetition claim and agreed to
"cap" its claim for post-petition interest at $5 million.

In a separate proceeding, the Chapter 11 Trustee settled and
released the estate's claims against the Gonzalez Defendants, who
agreed to pay $3.6 million to the estate in return for dismissal
with prejudice of the Trustee's claims against them.  The
settlement stipulated that the transfer must be made by the time
the Confirmation Plan was final, even if appealed, so long as a
stay was not issued. The Gonzalez Defendants paid the agreed
amount, and the bankruptcy court entered the agreed order.

The Chapter 11 Trustee submitted a final reorganization plan that
incorporated the Chase Settlement.  The Plan designated Chase as
an "impaired" creditor pursuant to 11 U.S.C. Sec. 1124; thus,
Chase became entitled to vote to approve the Plan, to the extent
of its post-petition "unsecured" claim, in the same class as the
unsecured creditors of AGE.  The bankruptcy court approved the
Plan over the Committee's objections that it overpaid Chase and
misclassified Chase's "unsecured" claim.  The Committee appealed
the order approving the Plan and sought a stay.

The bankruptcy court orally denied the motion for a stay of the
Plan and laid out its reasoning in extensive detail.  The
bankruptcy court held that the Committee was likely to succeed on
the merits because Chase's claim was not a prepetition claim and,
as a postpetition entitlement, it was not a claim entitled to
vote.  Hence, the requirements of 11 U.S.C. Sec. 1129(a) for
confirmation were not satisfied because confirmation was carried
based on Chase's vote.  The bankruptcy court added, while noting
its irrelevance given the preceding conclusion, that Chase's claim
was "impaired" because the Plan altered Chase's rights under the
Chase Settlement by delaying until post-confirmation a $200,000
payment it was otherwise immediately entitled to receive in the
Chase Settlement.  In general, however, the bankruptcy court held
the Chase Settlement was not intertwined with or contingent on the
Plan.

Turning to the requirement of irreparable harm, the bankruptcy
court reasoned that "[i]f the amount that's actually paid is
determined to be too much, an appellate court could easily fashion
an order directing return of monies to the estate for
redistribution without adversely affecting the balance of the
plan."  The bankruptcy court added that "language in [In re Pac.
Lumber Co., 584 F.3d 229, 240 (5th Cir. 2009)] . . . strongly
suggests . . . that the appellate courts might believe themselves
capable of addressing the merits of an appeal even in the absence
of a stay" and that Pacific Lumber suggests that a stay was not
necessary because the Committee's claims against Chase would not
be equitably moot even without a stay.  The bankruptcy court
refused to enter a stay, in part, to ensure money from the
Gonzalez Defendants was transferred according to the Plan and the
Gonzalez settlement.

The Chapter 11 Trustee distributed the proceeds from the
settlement with the Gonzalez Defendants, made distributions to
AGE's remaining administrative claimants, and paid the Committee's
counsel.  A liquidating trust was created and Randolph Osherow was
appointed Liquidating Trustee.  Mr. Osherow has filed claim
objections, all but one of which have been resolved.

On appeal, the district court dismissed the Committee's appeals of
both the Chase Settlement and the Plan as equitably moot.  The
court reasoned that it could not "simply strike the alleged
wrongful part of the settlement."  The district court further
reasoned that "overturning the order approving the Plan and
[Chase] Settlement would affect the rights of parties who are not
before the Court; namely, the administrative claimants, the
priority unsecured creditors, the Gonzalez Defendants, and the
trustee of the liquidating trust."

The appellate cases are: OFFICIAL COMMITTEE OF UNSECURED
CREDITORS, Appellant, v. ERIC J. MOELLER, Chapter 11 Trustee for
Age Refining, Incorporated, Appellee; and OFFICIAL COMMITTEE OF
UNSECURED CREDITORS, Appellant, v. CHASE CAPITAL CORPORATION; ERIC
MOELLER, Chapter 11 Trustee; LIQUIDATING TRUSTEE RANDOLPH N.
OSHEROW, Appellees, Nos. 12-50718, cons. w/12-50805 (5th Cir.).

A copy of the Fifth Circuit's July 24, 2013 decision is available
at http://is.gd/LiHXYIfrom Leagle.com.

                        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.


ALASKA AIR: S&P Raises CCR to 'BB' and Revises Outlook to Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
ratings on Seattle, Wash.-based Alaska Air Group Inc. (Alaska Air)
and its major operating subsidiary Alaska Airlines Inc. to 'BB'
from 'BB-'.  At the same time, S&P revised its outlooks on both
companies to stable from positive.

"We based our upgrades on Alaska Air's improved credit metrics due
to its strong operating performance and debt reduction, trends we
expect to continue," said credit analyst Betsy Snyder.  "For the
12 months ended March 31, 2013, Alaska Air's EBITDA interest
coverage was 7.8x compared with 5.4x a year earlier, funds from
operations (FFO) to debt was 41% compared with 30%, debt/capital
was 57% compared with 66%, and debt/EBITDA was 2.2x compared with
3.1x.  With our expectations of continued strong operating
performance due to relatively stable fuel prices and continued
debt reduction, we anticipate EBITDA interest coverage will
increase to more than 8x, FFO to debt will increase to the mid-40%
area, debt/capital will decline to below 50%, and debt/EBITDA will
decline to below 2x by the end of 2014.  The company also benefits
from strong liquidity, with liquidity (cash and full availability
of a $200 million of revolver capacity) as a percentage of
trailing-12-month revenues of around 33%--among the highest of the
U.S. rated airlines, which tend to average 15%-25%. With moderate
capital spending needs, we expect Alaska Air to continue to
generate free cash flow.  As a result, we have raised our
assessment of Alaska Air's financial risk profile to intermediate"
from "significant."

The ratings reflect the company's position as a relatively small
participant in the cyclical and price-competitive U.S. airline
industry; improved financial profile; and liquidity S&P believes
should remain comfortably sufficient for operating needs and debt
service.  S&P views the company's business risk profile as "weak,"
its financial risk profile as "intermediate," and its liquidity as
"strong" under its criteria.

Alaska Air is the holding company for Alaska Airlines Inc. and
Horizon Air Industries Inc., a regional airline.  Alaska Airlines,
which accounts for about 80% of consolidated passenger revenues,
operates hubs at Anchorage, Alaska; Los Angeles; Seattle (its main
hub); and Portland, Ore.  It primarily serves destinations along
the West Coast of the U.S., Canada, Mexico, and routes to Alaska
from the lower 48 states.  The airline also provides east/west
service to Hawaii and several other destinations, primarily from
Seattle.  The company flies around 33% of its capacity in West
Coast markets, 15% in Alaska and between Alaska and the mainland
U.S., 22% mid-continent and transcontinental, 20% to and from
Hawaii, and 10% to Mexico and Canada.  Horizon primarily flies
domestically, mostly along the West Coast out of hubs at Seattle
and Portland.

Although the company faces significant competition in its West
Coast markets, principally from Southwest Airlines Co. and United
Air Lines Inc., but also from JetBlue Airways Corp., Virgin
America, and Allegiant Travel Co., Alaska Airlines has a
substantial market share on many of the routes it serves along
the West Coast, and dominates traffic between the West Coast and
Alaska.  The company also benefits from alliance relationships
with many airlines, including American Airlines Inc., Delta Air
Lines Inc., and various non-U.S. airlines.  The company has
benefited from an increase in connecting passengers as Delta has
grown its international network at Seattle.

Alaska Air has benefited from an increase in demand for air travel
and good cost controls.  In the second quarter of 2013, the
company's operating margin (after depreciation) rose to 13.9% from
9.6% in the prior year period.  Barring a significant decline in
demand due to weaker-than-expected economic growth and/or a spike
in fuel prices, S&P expects the company's operating performance to
improve modestly through 2014.  Higher fuel prices represent a
risk to all airlines.  Although the company has recently announced
a change in its hedging strategy, which will reduce the tenor of
its hedges to 18 months from 36 months (in line with industry
standards), it still has had one of the best fuel-hedging programs
among U.S. airlines, using mostly call options that cap the cost
of its fuel purchases.  The company has about 50% of its fuel
needs hedged at just more than $100 a barrel through the second
quarter of 2014.

The rating outlook is stable.  S&P expects the company's credit
metrics to continue to improve based on increased demand and
ongoing debt reduction and related interest expense, with FFO to
debt increasing to the mid-40% area.

S&P could raise the ratings if the company's margins improve,
leading to a reassessment of its business risk profile as "fair,"
and it continues to strengthen its financial risk profile such
that FFO to debt is consistently at least 50%.

S&P could lower the ratings if economic weakness resulted in
weaker demand and/or fuel prices increased sharply, decreasing
FFO/debt to below 30% over a sustained period.


ALLIED SYSTEMS: Can Employ PwC as Supplemental Financial Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Allies Systems Holdings, Inc., et al., to employ
PricewaterhouseCoopers LLP as supplemental financial advisor, nunc
pro tunc to the Petition Date.  PwC will assist the Debtors (a) in
the preparation of a liquidation analysis and (b) in discussions
with their various creditors, creditor groups, official
constituencies and other interested parties.

As reported in the TCR on July 16, 2013, PwC will be paid at these
hourly rates:

      Professional Level               Range
      ------------------               -----
      Partner/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             $100 to $150

PwC will receive reimbursement of reasonable out-of-pocket
expenses.

                         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: Axis Group Can Ink License Agreement with NYC
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has
approved the motion of Allied Systems Holdings Systems, Inc., et
al., for an order authorizing Axis Group, Inc., to enter into a
license agreement with the City of New York Department of Citywide
Administrative Services.

Pursuant to the Agreement, Licensor Axis Group agrees to permit
the City of New York to use approximately 65,000 square feet of
area located at the South Brooklyn Marine terminal in the Borough
of Brooklyn for the purpose of: (i) constructing 500 linear feet
of wire mesh fencing, (ii) locating and storing up to three (3)
locker and office trailers in the area, (iii) locating and storing
constructing equipment and motor vehicles owned by Licensee in the
area, (iv) locating and storing aggregate materials in the area,
and (v) the operation by the Licensee of the New York Department
of Transportation's Citywide Concrete Unit, utilizing the
structures, materials and equipment reference in (i)-(iv) above,
and for no other purposes.

Licensor Axis Group, as tenant, leases the land and the
improvements at the premises from the City of New York, as
landlord, pursuant to that certain lease agreement, dated Nov. 1,
2006.

                        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.


APERION COMMUNITIES: Sec. 341 Meeting of Creditors on Aug. 20
-------------------------------------------------------------
There's a meeting of creditors of Aperion Communities LLLP on
Aug. 20, 2013 at 9:00 a.m. at US Trustee Meeting Room, 230 N.
First Avenue, Suite 102, Phoenix, Arizona (341-PHX).

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

Proofs of claim are due by Nov 4, 2013.

                   About Aperion Communities

Aperion Communities LLLP filed a bare-bones Chapter 11 petition
(Bankr. D. Ariz. Case No. 13-12040) on July 15, 2013.  Adam E.
Hauf, Esq., at The Forakis Law Firm PLC, serves as counsel.  The
Debtor estimated at least $10 million in assets and $1 million to
$10 million in liabilities in its schedules.


BANKRATE INC: Moody's Rates $70MM Revolver Ba1 & $300MM Notes B2
----------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to Bankrate,
Inc.'s, an Internet-based consumer personal finance provider,
proposed $300 million senior unsecured notes due 2018 and Ba1
rating to the company's proposed $70 million revolver maturing
2018. In connection with the rating action, Moody's affirmed
Bankrate's B1 Corporate Family Rating (CFR), B1-PD Probability of
Default Rating (PDR) and SGL-1 Speculative Grade Liquidity Rating.
The stable rating outlook is maintained.

Net proceeds from the new senior notes will be used to repay the
$195 million outstanding 11.75% senior secured notes due 2015 plus
call premium. The company will use residual proceeds of
approximately $88 million to increase cash balances and for
general corporate purposes. In conjunction with this transaction,
Bankrate intends to replace the existing two-tranche revolver
(comprised of a Ba1-rated $30 million super-priority Tranche A and
B1-rated $70 million Tranche B), with a single $70 million
revolver. Upon repayment of the secured notes and extinguishment
of the two-tranche revolver, the new revolver will be secured by
the entire asset pool on a first-lien basis, resulting in a three
notch lift relative to the CFR. The new unsecured notes are rated
one notch lower than the CFR, reflecting the higher loss
absorption sustained relative to senior secured revolver
borrowings in a distressed scenario under Moody's Loss Given
Default (LGD) Methodology.

Moody's anticipated a refinancing transaction given that the
secured notes were callable after 7/15/2013 and the company's cash
balance ($112 million as of 6/30/2013) was not sufficient to cover
the entire outstanding amount plus the premium. Although the
refinancing will increase absolute debt levels and elevate Moody's
adjusted pro forma debt-to-EBITDA leverage to 3x from 2x as of
3/31/2013, Bankrate has enough capacity at the B1 rating level to
absorb this incremental debt. Further, Moody's views the
refinancing transaction favorably due to the extension of the debt
maturity structure and expectations for modest annual interest
expense savings.

Rating Assigned:

Issuer: Bankrate, Inc.

  $70 Million Senior Secured Revolver due 2018 -- Ba1 (LGD-1, 3%)

  $300 Million Senior Unsecured Notes due 2018 -- B2 (LGD-4, 58%)

Ratings Affirmed:

Issuer: Bankrate, Inc.

  Corporate Family Rating -- B1

  Probability of Default Rating -- B1-PD

  Speculative Grade Liquidity Rating -- SGL-1

The assigned rating is subject to review of final documentation
and no material change in the terms and conditions of the
transaction as advised to Moody's. Moody's will withdraw the B1
rating on the 11.75% senior secured notes, Ba1 rating on the
Tranche A super-priority revolver and B1 rating on the Tranche B
revolver upon their full repayment.

Ratings Rationale:

The B1 CFR reflects Bankrate's strong credit metrics, which
provide the company with flexibility for continued acquisitions
and potential shareholder distributions as well as adequate
cushion to absorb increased earnings volatility associated with
changes in consumer spending and rising interest rates. The rating
also incorporates the prospect for future acquisitions, event
risks associated with continued majority ownership by private
equity sponsor Apax, its modest overall revenue base, and exposure
to volatile consumer finance online advertising spending. These
risks are mitigated by the company's strong brand, high quality
aggregated content and leading position in online consumer
personal finance. Further, Moody's expects Bankrate to benefit
from the secular shift of advertising spend and personal finance
purchase activity from traditional channels to online and mobile
platforms. Although Moody's estimates the proposed refinancing
transaction will increase pro forma leverage to around 3x debt-to-
EBITDA (Moody's adjusted incorporating operating leases) from 2x
as of 3/31/2013, the company will continue to be positioned
comfortably within the B1 rating category. Bankrate has
considerable dry powder for acquisitions and shareholder
distributions including $70 million of unused revolver capacity,
projected free cash flow generation, and balance sheet cash.
Moody's expects Bankrate to maintain leverage below 3.5x as it
executes its organic and acquisition growth strategies.

Rating Outlook

The stable rating outlook incorporates expectations that Bankrate
will continue to pursue acquisitions and shareholder distributions
funded from free cash flow and periodic debt issuance or revolver
borrowing, and will maintain a solid liquidity position and debt-
to-EBITDA below 3.5x. Moody's also assumes the US economy will
continue to grow modestly and expect the company to maintain solid
performance even if consumer finance interest rates increase over
the next 12-18 months.

What Could Change the Rating -- Up

The small scale, potential for leveraging transactions, and
volatility of online consumer finance advertising limit upward
rating potential. However, Moody's would consider a higher rating
if the company profitably grows the revenue base, maintains a
strong liquidity position, commits to a strong credit profile and
sustains debt-to-EBITDA comfortably below 2x and free cash flow to
debt of about 15%.

What Could Change the Rating -- Down

A decline in earnings or acquisitions or cash distributions
resulting in sustained debt-to-EBITDA above 3.5x could lead to a
downgrade. Deterioration of the liquidity profile due to weak cash
generation, or a material decline in cushion within the credit
agreement's financial maintenance covenant could also have
negative ratings implications.

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

Headquartered in North Palm Beach, FL, Bankrate operates consumer
banking and personal finance websites, which provide information
on finance related matters including mortgages, credit cards, auto
loans, insurance, money market accounts, certificates of deposit,
and home equity loans. Bankrate's revenue for the twelve months
ended June 30, 2013 was approximately $424 million. In June 2011,
the company executed an initial public offering (IPO) for proceeds
of approximately $300 million but is still primarily owned and
controlled by Apax VII Funds (Apax).


BANKRATE INC: S&P Rates $70MM Revolver BB+ & New $300MM Notes BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on North Palm Beach, Fla.-based Bankrate Inc.  The
outlook is negative.

At the same time, S&P assigned the company's proposed $70 million
senior secured revolving credit facility its 'BB+' issue-level
rating, with a recovery rating of '1', indicating S&P's
expectation for very high (90% to 100%) recovery for lenders in
the event of a payment default.

In addition, S&P assigned the company's proposed $300 million
senior unsecured notes its 'BB-' issue-level rating, with a
recovery rating of '3' (50% to 70% recovery expectation).

The transaction lowers the company's interest expense and also
gives the company additional funds to pursue its acquisition-
oriented growth strategy.  Any acquisitions would come at a time
when management is focused on turning around results in the
insurance segment.  Pro forma adjusted leverage is 3.2x, and
interest coverage is over 5x.

The rating on Bankrate reflects our expectation that leverage will
remain moderate, subject to its business turnaround and pace of
acquisitions, and the potential for the company to benefit from
favorable trends in online advertising.  S&P believes Bankrate's
business risk profile is "weak" (based on S&P's criteria),
reflecting its concentrated exposure to volatility in the
financial services industry and the highly competitive online
advertising market.  S&P views Bankrate's financial risk profile
as "significant," with the potential for debt-financed
acquisitions and shareholder-favoring transactions tempering the
benefit of moderate debt leverage.  S&P regards Bankrate's
management and governance as "fair."

Volatility in financial services advertising, together with low
barriers to entry and tough competition in online advertising, is
an overarching business risk.  The company has expanded its
financial services offerings by adding services to its credit card
and insurance platforms in recent years.  S&P believes insurance-
related products provide a growth opportunity for the company and
are generally less cyclical than businesses that focus on other
financial products.  However, the company has made efforts to
reduce its volume of low-quality leads in insurance, as it
gathered improved feedback data on lead performance.  The volume
of low-quality leads has been greater than expected, contributing
to a revenue decline in the fourth quarter of 2012 and the first
half of 2013.  It is unclear when or to what degree improved
pricing from higher-quality leads will offset the reduction in
total lead volume.  In addition, low credit card approval rates
have reduced revenues from the credit card end market because of
reduced customer acquisition efforts by credit card issuers.  The
credit card segment is the only one in which Bankrate receives
compensation based on its clients' conversion of leads to an
approved application, and is therefore vulnerable to lower credit
card approval levels.  Like most Internet companies, Bankrate
depends on search engines for a substantial portion of its
Internet traffic, leaving it vulnerable to changes in search
algorithms.


BATE LAND & TIMBER: Sec. 341(a) Meeting of Creditors on Sept. 4
---------------------------------------------------------------
There's a meeting of creditors of Bate Land & Timber, LLC, on
Sept. 4, 2013 at 10:00 a.m. at Wilson 341 Meeting Room.

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

The last day to file a complaint is on Nov. 4, 2013. Proofs of
claim are due by Dec. 3, 2013.  Governmental proofs of claim are
due by Jan. 22, 2014.

Bate Land & Timber, LLC, filed a Chapter 11 petition (Bankr.
E.D.N.C. Case No. 13-04665) in Wilson, North Carolina on July 26,
2013.  The Debtor estimated at least $10 million in assets and
less than $500,000 in liabilities.  George Mason Oliver, Esq., at
Oliver Friesen Cheek, PLLC, has been tapped as bankruptcy counsel.


BEST UNION: Court Confirms Chapter 11 Plan of Reorganization
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
has confirmed the Chapter 11 Plan of Reorganization dated May 20,
2013, of The Best Union, LLC.

The Court approved the explanatory disclosure statement as
containing "adequate information" in May 2013.  A full-text copy
of the Amended Disclosure Statement dated May 15, 2013, is
available for free at:

       http://bankrupt.com/misc/BESTUNION_AmdDSMay15.pdf

The Plan provides that the secured claims of Bank of China, SPCP
Group V, LLC, will be paid in full and the lenders will retain
their liens securing the debts until the debts are paid or the
West Covina Property is sold.  Holders of general unsecured claims
will recover 100%.

The Court entered the plan confirmation order on July 8, 2013.

                      About The Best Union

West Covina, California-based, The Best Union, LLC, owns
properties in West Covina and Fresno, California.  Bank of China
and SPCP Group V, LLC, have secured claims of $5.888 million and
$2.255 million, respectively.  The West Covina property generated
income of $752,000 last year.  The Fresno property generated
income of $251,000 in 2011.

The Company filed for Chapter 11 protection (Bankr. C.D. Cal.
Case No. 12-32503) on June 28, 2012.  Bankruptcy Judge Peter
Carroll presides over the case.  Mufthiha Sabaratnam, Esq., at
Sabaratnam and Associates, represents the Debtor in its
restructuring effort.  The Debtor disclosed assets of $11,431,364,
and liabilities of $9,195,179 in its schedules.  The petition was
signed by James Lee, manager.


BIO-KEY INTERNATIONAL: Sells 3.5 Million Units for $1 Million
-------------------------------------------------------------
BIO-Key International, Inc., issued to certain private investors
3,500,006 units consisting of 3,500,006 shares of the Company's
common stock and warrants to purchase an additional 3,500,006
shares of the Company's common stock for an aggregate purchase
price of $1,050,000.  Each unit had a purchase price of $0.30 and
consisted of one share of common stock and one warrant.

The warrants are immediately exercisable at an exercise price of
$0.40 per share at any time prior to July 22, 2018.  The exercise
price and the number of shares issuable upon exercise of the
warrants are subject to adjustment upon the occurrence of certain
events, including stock dividends, stock splits, combinations, and
reclassifications of the Company's capital stock, and the warrants
immediately terminate upon the sale of all or substantially all of
our assets or the acquisition of more than 50 percent of the
Company's voting securities by any person in one or a series of
related transactions.  The warrants do not confer upon the holders
thereof any voting, dividend or other rights as stockholders of
the company.

                    16 Million Shares for Resale

Biokey International registered with the U.S. Securities and
Exchange Commission 16,026,947 shares of the Company's common
stock, $.0001 par value per share, to be offered by DRNC Holdings,
Inc., REF Securities & Co., L.P., RIT 22 Trust, et al.  The shares
of common stock offered by the selling security holders includes
12,526,941 shares of common stock and 3,500,006 shares of common
stock underlying warrants with an exercise price of $0.40 per
share which expire five years after the date of grant.

The Company will not receive any part of the proceeds from sales
of these shares by the selling security holders, however, the
Company will receive proceeds upon any exercise of the warrants by
the selling security holders.

The Company's common stock trades on the OTC Bulletin Board under
the symbol "BKYI."  The closing price of the Company's common
stock on the OTC Bulletin Board on July 23, 2013, was $0.33 per
share.

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

                       http://is.gd/9ylsu1

                           About BIO-Key

Wall, N.J.-based BIO-key International, Inc., develops and markets
advanced fingerprint biometric identification and identity
verification technologies, cryptographic authentication-
transaction security technologies, as well as related Identity
Management and Credentialing software solutions.

In its report on the consolidated financial statements for the
year ended Dec. 31, 2012, Rotenberg Meril Solomon Bertiger &
Guttilla, P.C., in Saddle Brook, New Jersey, expressed substantial
doubt about BIO-key's ability to continue as a going concern,
citing the Company's substantial net losses in recent years, and
accumulated deficit at Dec. 31, 2012.

The Company reported net income of $3,267 on $3.8 million of
revenues in 2012, compared with a net loss of $1.9 million on
$3.5 million of revenues in 2011.


BMC SOFTWARE: S&P Lowers CCR to 'B+'; Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services lowered its 'BBB+' corporate
credit rating on Houston-based BMC Software Inc. to 'B+' from
'BBB+'.  S&P removed the rating from CreditWatch, where it placed
it with negative implications on May 6, 2013.  The outlook is
stable.

"At the same time, we assigned our 'BB-' issue rating to BMC's
$1 billion euro term loan due 2020 with a recovery rating of '2',
indicating our expectation for substantial (70% to 90%) recovery
of principal in the event of a payment default.  We assigned our
'B+' issue rating to the company's $3.2 billion term loan due 2020
and $350 million revolver due 2018.  The '3' recovery rating
indicates expectations for meaningful (50% to 70%) recovery of
principal in the event of a payment default.  We also assigned our
'B-' issue rating to its $1.38 billion senior notes due 2021 and
its $300 million rollover senior notes due 2020.  The '6' recovery
rating indicates expectations for negligible (0% to 10%) recovery
of principal in the event of a payment default," S&P said.

"The downgrade reflects our assessment that the going-private
transaction will result in a deterioration in BMC's financial risk
profile," said Standard & Poor's credit analyst Philip Schrank.

BMC is a leading provider of systems management software solutions
on mainframe and distributed platforms.  BMC's "satisfactory"
business risk profile under S&P's criteria reflects predictable
recurring revenues from contractual maintenance agreements, a
highly defensible market position, and entrenched customer
relationships that largely supports the company's stable revenue
base.  However, BMC's marketplace is very competitive, with the
presence of larger and more diversified participants (such as IBM
(AA-/Stable/--) and CA Technologies (BBB+/Stable/--).

S&P's stable outlook reflects BMC's strong market position in
diversified market segments and consistent operating performance.
S&P's view that the company's private-equity ownership structure
is likely to prevent sustained debt reduction currently limits any
potential for an upgrade.  The company's defensible market
positions and high recurring revenue base lessen the potential for
credit deterioration.  However, S&P could lower the ratings if the
company sustained leverage in excess of 7x because of acquisitions
or shareholder-friendly initiatives.


BOWIE RESOURCE: Moody's Assigns B1, Caa1 Ratings to Term Loans
--------------------------------------------------------------
Moody's assigned first-time ratings to Bowie Resource Partners
LLC, including a B2 corporate family rating (CFR), B2-PD
probability of default rating, B1 rating on the first lien term
loan and Caa1 rating on the second lien term loan. The outlook is
stable.

The proceeds of the term loans will be predominantly used to
finance Bowie's $435 million acquisition of Canyon Fuel Company,
LLC from Arch Coal. Subsequent to the transaction, Bowie will have
four mines in the Western Bituminous region of the US, including
Bowie #2 longwall mine in Colorado and the three Utah mines
formerly owned by Arch -- Sufco longwall mine, Skyline longwall
mine, and Dugout Canyon room-and-pillar mine. In 2012, the four
mines produced 12.8 million tons of high BTU, low sulfur coal and
generated roughly $460 million in revenues pro-forma for the
transaction. The transaction also contemplates about $100 million
investment from Galena Private Equity, with approximately $90
million of proceeds directed towards prepayment of Bowie's
existing debt and repurchase of existing minority interests.
Subsequent to the transaction, Bowie's debt will consist entirely
of the current issuance, and 45% of the company will be owned by
Galena, owned in turn by Trafigura Beheer B.V. , a multi-national
commodity trading company.

Ratings Rationale:

The B2 CFR reflects the company's limited scale and business
diversity and long-term challenges facing the US coal industry.
The ratings acknowledge the low-cost position of the company's
mines and geographic advantage relative to key customers, as well
as long-term contracts with several large baseload coal-fired
plants. The ratings also incorporate Moody's expectation of
conservative leverage and substantial free cash flows over the
ratings horizon.

With approximately 13 million tons of annual production and less
than $500 million in annual revenues, Bowie is one of the smallest
rated coal companies. Concentrated in a single region of the US
with four underground mines, the company is exposed to the risk of
significant adverse effects from geologic conditions, operational
disruptions, regulatory developments or economic conditions
affecting the region.

Although the company's asset base is relatively small and highly
concentrated, the ratings acknowledge the high productivity of the
company's mines and the competitiveness of the product. As three
of the four mines utilize long-walls, the company is highly
efficient, with cash costs expected to average in the $20-$25
range over the next two to three years. These costs are
substantially lower than those of many other producers of high-BTU
coal, particularly in Appalachia. Although the cost structure is
comparable to Illinois Basin producers, Western Bituminous coal
has much lower sulfur content, which is an advantage in light of
regulatory pressures aimed at limiting emissions and necessitating
installation of scrubbers at coal plants that burn higher-sulfur
coal.

The ratings further acknowledge the proximity of the company's
coal mines to its regional customer base of large baseload plants.
While the ratings also incorporate risks stemming from high
customer concentration, the company's credit profile benefits from
the fact that a large proportion of revenue stems from major
utilities that rely heavily on coal -- including PacificCorp,
Intermountain Power Agency and Sierra Pacific Power Company.
Moreover, a large proportion of company's expected production
through 2015 is secured under long-term, attractively structured
contracts, which will help ensure stability of margins and cash
flows over the ratings horizon.

The ratings reflect Moody's expectation that the company's credit
metrics will remain relatively conservative over the next two to
three years. Moody's expects EBITDA (as adjusted) of approximately
$110 - $120 million in 2013, with steady performance going
forward. Moody's expects the company's capital needs to be
manageable over the next three to five years -- approximately $90
million in 2013 (pro-forma full year), which includes one-time
infrastructure investment of $30 million, and ranging from $40 to
$60 million per year thereafter. The ratings also incorporate the
risk that capital investment needs could escalate beyond that
horizon as mines get closer to the end of mine life (average of 15
years at December 31, 2012). That said, over the next three years,
Moody's expects the company to generate positive free cash flow of
roughly $20 million in 2013 and ranging from $40 to $80 million in
each of 2014 and 2015. Ratings incorporate Moody's expectation
that the company will direct much of the free cash flow towards
repaying debt with Debt/ EBITDA, as adjusted, expected to decline
from approximately 4.0x in 2013 to 2.8x -- 3.2x in 2014.

While Moody's acknowledges the productivity of the company's mines
and its strong and stable customer base, Bowie is not entirely
insulated from the challenges facing the US coal industry as a
whole.

Booming shale production has led to a natural gas glut that poses
formidable competition for the US coal industry, causing a
significant switch from coal to natural gas among power producers.
Stricter environmental regulations are further discouraging coal
consumption at home. US power producers once derived about half of
their electricity from coal, but coal's share slipped to about 42%
of the total in 2011 and 37% in 2012, as natural gas prices
declined to historic lows of $2/MMBtu in April 2012. Although
natural gas prices have since recovered to the $3.50 - $4/MMBtu
range, prompting some recovery in coal consumption, Moody's
believes coal's share of power production will stay below 40% over
the next three to five years.

The first lien term loan is rated B1 and the second lien Caa1 due
to their relative positions in the company's capital structure and
claim on collateral. The loans rank behind the ABL facility and
are guaranteed by the company's wholly-owned domestic
subsidiaries. The terms loans are primarily secured by the first-
priority and second-priority interest on the company's fixed
assets.

The ratings outlook is stable, based on the company's significant
contracted position and the low-cost structure of its mines. The
ratings could be upgraded if the industry fundamentals improve in
domestic and/or export markets, the company's Debt/ EBITDA is
maintained below 4x and EBIT/ Interest increases above 2.5x. The
ratings could be downgraded if the company undertakes any
significant shareholder-friendly activities or debt-financed
acquisitions, if liquidity deteriorates, if there is a loss of a
material customer relationship, if free cash flows turn negative,
Debt/ EBITDA raises above 5x, or EBIT/ Interest falls below 1.5x

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


BROADVIEW NETWORKS: Incurs $516,000 Net Loss in Second Quarter
--------------------------------------------------------------
Broadview Networks Holdings, Inc., filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $516,000 on $80.45 million of revenues
for the three months ended June 30, 2013, as compared with a net
loss of $8.07 million on $86.87 million of revenues for the same
period during the prior year.

For the six months ended June 30, 2013, the Company incurred a net
loss of $2.88 million on $161.25 million of revenues, as compared
with a net loss of $13.04 million on $175.40 million of revenues
for the same period a year ago.

As of June 30, 2013, the Company had $217.09 million in total
assets, $203.28 million in total liabilities and $13.80 million in
total stockholders' equity.

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

                        http://is.gd/7eGmdK

                      About Broadview Networks

Rye Brook, N.Y.-based Broadview Networks Holdings, Inc., is a
communications and IT solutions provider to small and medium sized
business ("SMB") and large business, or enterprise, customers
nationwide, with a historical focus on markets across 10 states
throughout the Northeast and Mid-Atlantic United States, including
the major metropolitan markets of New York, Boston, Philadelphia,
Baltimore and Washington, D.C.

Ernst & Young LLP, in New York, N.Y., issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2011.  The independent auditors noted that the
Company has in excess of $300 million of debt due on or before
September 2012.  "In addition, the Company has incurred net losses
and has a net stockholders' deficiency."

The Company reported a net loss of $11.9 million for 2011,
compared with a net loss of $18.8 million for 2010.

                           *     *     *

In the July 23, 2012, edition of the Troubled Company Reporter,
Moody's Investors Service downgraded Broadview Networks Holdings,
Inc. Corporate Family Rating (CFR) to Caa3 from Caa2 and the
Probability of Default Rating (PDR) to Ca from Caa3 in response to
the company's announcement that it has entered into a
restructuring support agreement with holders of roughly 70% of its
preferred stock and roughly 66-2/3% of its Senior Secured Notes.
The company is expected to file a pre-packaged Chapter 11 Plan of
Reorganization or complete an out of court exchange offer.

As reported by the TCR on July 25, 2012, Standard & Poor's Ratings
Services lowered its corporate credit rating on Broadview to 'D'
from 'CC'.  "This action follows the company's announced extension
on its revolving credit facility.  We expect to lower the issue-
level rating on the notes to 'D' once the company files for
bankruptcy, or if it misses the Sept. 1, 2012 maturity payment on
the notes," S&P said.


BUILDERS GROUP: Aug. 26 Hearing on Request to Use Cash Collateral
-----------------------------------------------------------------
The Hon. Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court
for the District of Puerto Rico will convene a hearing on Aug. 26,
2013, at 2 p.m., to consider:

     -- Builders Group & Development Corp.'s motion to use cash
        collateral, and

     -- secured and judgment creditor CPG/GS PR NPL LLC's motion
        to alter or amend the Court's interim order entered on
        July 19, 2013; and the Debtor's opposition to that motion.

CPG/GS, in its objection to the interim order authorizing the
Debtor's use of cash collateral, stated that CPG has no confidence
in the honesty or the capacity of the Debtor's current management
and will not consent to the Debtor's current management's use of
its cash collateral.

CPG also explained that, the Debtor has (a) no right to use any
cash collateral of CPG/GS, as the same was properly foreclosed and
transferred prepetition to CPG/GS, thus does not constitute an
asset of the bankruptcy estate; (b) Debtor is not able of
providing any reasonable adequate protection to CPG/GS as there
exists no equity in its assets, and there exists no reorganization
or refinancing alternatives that could even remotely provide a
viable exit strategy pursuant to which creditors, such as CPG/GS,
will be paid the amount and value of their security interest.

The Debtor says CPG/GS is in violation of the automatic stay.  The
Debtor also says neither the counsel for, nor a representative of,
CPG/GS has ever visited the Cupey Professional Mall, yet they are
sure that they own it and that every problem in the mall is caused
by Builders' management.

CPG/GS also has filed a motion for entry of an order determining
the foreclosure of rents or prohibiting the use of CPG/GS' cash
collateral.  CPG/GS said it must not be forced, through the non-
consented use of its cash, or in the alternative, its cash
collateral, to place its property and collateral at substantial
risk by essentially "financing" a bankruptcy proceeding that
appears to have minimum, if any, probability of reorganization and
where the likelihood of CPG/GS recovering on the used cash
collateral is remote.

In response, the Debtor said CPG's statement related to
"settlement attempts, bad faith, mismanagement and alienation of
patrons" is "self-serving and fictional," with the only purpose
being to influence the Court to take a stance against Builders.
Contrary to CPG's representations, Builders and CPG reached a
prepetition agreement through a mediated effort which only
required minimal changes prior to execution, and CPG kept delaying
the signing, then it about-faced and filed a complaint for
foreclosure.  Builders, through its president's personal resources
and those of related companies, has paid the expenses of
maintaining the Cupey Professional Mall out of pocket since
September 2010.  The Debtor said the collateral has been protected
and the value has been increased due to the efforts of Builders.

On July 19, the Court entered an interim order allowing the Debtor
to use cash collateral, and grant replacement liens and other
adequate protection.

Prior to the Petition Date, CPG/GS made certain loans and extended
certain financial accommodations to Debtor.  As of the Petition
Date, the aggregate principal amount of approximately $9,400,000
was outstanding under the Prepetition Debt, in addition to accrued
interest thereon and fees and expenses incurred by or on behalf of
lender in connection therewith.

To secure the Prepetition Debt, the Debtor granted to the lender
liens on and security interests in substantially all of the
Debtor's property, and the proceeds, products, rents and profits
of all of the foregoing.  The estimated value of the Prepetition
Collateral is $11,900,000.

The Debtor intends to use the cash collateral for the continued
operation of its business.  The Debtor said CPG is adequately
protected through (a) an equity cushion in the property, which is
estimated to be $2,500,000 and (b) through Builders' offer of
adequate protection payments of $23,961 per month.

                       About Builders Group

Builders Group & Development Corp. owns and manages the Cupey
Professional Mall, a shopping center located in Cupey, Puerto
Rico.  The Company sought Chapter 11 protection (Bankr. D.P.R.
Case No. 13-04867) on June 12, 2013, in San Juan, Puerto Rico, its
home-town.  The company sought bankruptcy on the eve of a
foreclosure sale of its property.  The Debtor estimated at least
$10 million in assets and liabilities in its petition.  The Debtor
is represented by Kendra Loomis, Esq. at G A Carlo-Altieri &
Associates.  Jose M. Monge Robertin, CPA, serves as accountant.


BUILDERS GROUP: G.A. Carlo-Altieri Approved as Counsel
------------------------------------------------------
The Hon. Enrique S. Lamoutte Inclan of the Bankruptcy Court for
the District of Puerto Rico authorized Builders Group &
Development Corp. to employ Gerardo A. Carlo-Altieri, Esq., and
G.A. Carlo-Altieri & Associates as counsel.

As reported in the Troubled Company Reporter on June 21, 2013, the
Debtor has agreed to pay a $20,000 retainer.  The firm will bill
on the basis of $280 per hour, plus expenses, for work performed
by Gerardo A. Carlo, Esq.; $260 per hour, plus expenses, for work
performed by Kendra K. Loomis, Esq.; $200 per hour, plus expenses
for work performed by other associates; and $100 per hour for
paralegal time.

The firm attests it is a "disinterested person" as defined in
11 U.S.C. Sec. 101(14).

                       About Builders Group

Builders Group & Development Corp. owns and manages the Cupey
Professional Mall, a shopping center located in Cupey, Puerto
Rico.  The Company sought Chapter 11 protection (Bankr. D.P.R.
Case No. 13-04867) on June 12, 2013, in San Juan, Puerto Rico, its
home-town.  The company sought bankruptcy on the eve of a
foreclosure sale of its property.  The Debtor estimated at least
$10 million in assets and liabilities in its petition.  The Debtor
is represented by Kendra Loomis, Esq. at G A Carlo-Altieri &
Associates.  Jose M. Monge Robertin, CPA, serves as accountant.


CARDERO RESOURCE: Secured Creditors Demand Debt Repayment
---------------------------------------------------------
Cardero Resource Corp. on July 29 disclosed that it has received a
demand for payment of certain outstanding indebtedness to certain
affiliates of Luxor Capital Group, LP, secured creditors of the
Company.  Luxor are the holders of senior secured notes of the
Company, the issuance of which was announced by the Company on
April 23, 2013.  Cardero Coal Ltd., the Company's wholly-owned
subsidiary, was also served with a demand for payment for the
Indebtedness in its capacity as guarantor in connection with
Notes.  The demand is in the amount of $5,668,514, and payment is
to be on or before August 5, 2013.  The default upon which the
demand is based is the alleged failure by Cardero to pay legal
costs in the amount of US$48,137 incurred by Luxor in connection
with the Notes.

Cardero disputes that it was provided with proper notice to pay
the legal fees, and takes the position that there has therefore
been no default and that the demand for payment of the Notes is
invalid.  Payment of the outstanding legal fees has been made.
Cardero will resist any attempts by Luxor to enforce payment based
on the alleged default, including by appropriate legal action.

Notwithstanding that Cardero does not accept that it is in default
under the Notes, the Company is presently engaged in advanced
negotiations to secure the appropriate financing to pay out the
Indebtedness to Luxor, and anticipates receiving a term sheet in
respect of such financing shortly, with a view to completing such
financing prior to August 5, 2013.

                   About Cardero Resource Corp.

Headquartered in Vancouver, Canada, Cardero Resource Corp. --
http://www.cardero.com-- is an exploration-stage company.  The
Company holds, or has rights to acquire, interests in mineral
properties in Argentina, Mexico, Peru, the United States, Ghana
and Canada.  The Company is in the process of evaluating, such
properties through exploration programs or, in some cases,
mineralogical and metallurgical studies and materials processing
tests.  In June 2011, the Company completed the acquisition of
Coalhunter Mining Corporation (Coalhunter).  In September 2011,
Coalhunter changed its name to Cardero Coal Ltd. Coalhunter has
entered into various agreements to explore and, if warranted,
develop, certain coal deposits in the Peace River Coal Field
located in the northeast region of British Columbia.


CASPIAN ENERGY: Debenture Holders Agree to Extend Default Cure
--------------------------------------------------------------
Caspian Energy Inc. previously announced that it had received
notices of failures to make a payment from Meridian Capital
International Fund, Firebird Global Master Fund, Ltd. and Firebird
Avrora Fund, Ltd. under Caspian's Amended and Restated Convertible
Debentures dated July 8, 2011 for failure to pay the principal
amount on the maturity date of June 2, 2013.  The terms of the
Convertible Debentures provide that a default occurs if there is a
failure to pay principal on maturity and such failure to pay is
not remedied within 30 days after receipt of written notice from
the holder.  Caspian announces that each of the Convertible
Debenture Holders has agreed to extend the period to remedy such
failure to pay until August 26, 2013.  The aggregate principal
amount of the Convertible Debentures is US$12,460,957.

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.


CENGAGE LEARNING: Unsecured Creditors Oppose Loans, Plan Deal
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Cengage Learning Inc. creditors' committee will
put up a fight at a hearing this week when the company seeks final
court approval to use secured lenders' cash and lock in what the
creditors call "an artificially compressed timeframe" for emerging
from Chapter 11.

According to the report, Cengage has secured interim bankruptcy
court approval for an agreement with first-lien lenders allowing
use of cash representing collateral for their loans.  The use of
cash is up for final approval at an Aug. 1 hearing.

The report notes that before bankruptcy, Cengage negotiated an
agreement under which holders of $2 billion in first-lien debt
support a reorganization plan.  The plan would eliminate more than
$4 billion of $5.8 billion in debt.

The report relates that second-lien creditors and holders of
unsecured notes aren't part of the agreement.  The committee
argued in papers filed July 28 that Cengage and first-lien lenders
are attempting to "hand over the company" to first-lien lenders
"at the expense of the debtors' unsecured creditors."  The
committee said it didn't believe its constituency is "out of the
money."  To the contrary, unsecured creditors argue that Cengage
has "significant positive cash flow" along with cash balances that
will grow "over the next several months."

The report discloses that the committee said none of the holders
of second-lien and lower-ranking debt are on board with the so-
called plan support agreement.

                      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.


CHA CHA ENTERPRISES: Section 341(a) Meeting Set on Aug. 28
----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Cha Cha
Enterprises, LLC, will be held on Aug. 28, 2013, at 1:30 p.m. at
U.S. Federal Bldg., 280 S 1st St. #130, San Jose, CA.  Creditors
have until Nov. 26, 2013, to submit their proofs of claim.

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

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

The meeting was originally slated for Aug. 14.

Proofs of claim are due by Nov. 12, 2013.

Cha Cha Enterprises, LLC, filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No. 13-53894) on July 22, 2013.  The Debtor estimated at
least $10 million in assets and liabilities.  Paul J. Pascuzzi,
Esq., at Felderstein, Fitzgerald et al, serves as counsel to the
Debtor.


CHINA GREEN: Merges with China Shianyun
---------------------------------------
China Green Creative, Inc., purchased 100 shares of common stock
of China Shianyun Group Corp., Ltd, for $1,354, causing China
Shianyun Group Corp., Ltd., to become a wholly owned subsidiary of
the Company.  Immediately following the acquisition, China
Shianyun was merged with and into the Company,  effective as of
July 26, 2013.  As a result of the merger, the Company's corporate
name was changed to "China Shianyun Group Corp., Ltd."

Prior to the merger, China Shianyun had no liabilities and nominal
assets and, as a result of the merger, the separate existence of
China Shianyun ceased.  The Company is the surviving corporation
in the merger and, except for the name change provided for in the
Agreement and Plan of Merger, there was no change in the Company's
directors, officers, capital structure or business.

Pursuant to the name change, the Company will obtain a new OTCBB
symbol.

A copy of the Agreement and Plan of Merger is available for free
at http://is.gd/D6s0ed

                          About China Green

China Green Creative, Inc., located in Shenzhen, Guangdong
Province, People's Republic of China, is principally engaged in
the distribution of consumer goods and electronic products in the
PRC.

China Green disclosed net income of $635,873 on $6.87 million of
revenues for the year ended Dec. 31, 2012, as compared with a net
loss of $344,901 on $1.92 million of revenue during the prior
year.  The Company's balance sheet at March 31, 2013, showed $6.63
million in total assets, $7.26 million in total liabilities and a
$629,368 total stockholders' deficiency.

Madsen & Associates CPA's, Inc., in Salt Lake City, Utah, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company does not have the necessary
working capital to service its debt and for its planned activity,
which raises substantial doubt about its ability to continue as a
going concern.


COMMUNITY LEADERSHIP: S&P Assigns 'BB' Rating to $15.9MM Bonds
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' long-term
rating to the Colorado Educational and Cultural Facilities
Authority's (CECFA) $15.9 million series 2013 charter school
revenue bonds supported by Community Leadership Academy Building
Corporation II and issued for Community Leadership Academy (CLA).
At the same time, Standard & Poor's assigned its 'BB' rating to
CECFA's $8.2 million series 2008 charter school revenue bonds
outstanding, which are supported by Community Leadership Academy
Building Corporation I, also issued for CLA.  The outlook on both
ratings is stable.

"The ratings reflect our opinion of CLA's good enterprise profile,
as demonstrated by healthy demand characteristics and academic
performance that is better than the local district's in most
aspects based on the latest available performance assessment
data," said Standard & Poor's credit analyst Kenneth Gacka.  "In
our view, the good demand profile positions the school well to
meet its enrollment targets as it expands to also offer high
school grades," continued Mr. Gacka.

Nevertheless, there are ample risks and uncertainties associated
with expansion projects, which S&P thinks limit the overall credit
profile to the current rating.  Specifically, CLA must increase
enrollment during the coming years in order to absorb the
heightened debt load, lower the debt burden, and consistently
produce maximum annual debt service coverage above 1x.

Management anticipates using the proceeds of the series 2013 bonds
to fund the construction of CLA's new Quebec Street facility and
to refund the interim financing incurred by the school to acquire
the land and set up modular buildings on this site.  The new site
(including the modular building, which will remain) will
ultimately house students in grades 6 through 12 upon completion
of the project.  CLA used the proceeds from the series 2008
financing to construct its Holly Street facility, which currently
provides space for students in grades pre-K through 8th grade and
will ultimately be the site for pre-K through 5th grade students.


COMPETITIVE TECHNOLOGIES: Tonaquint to Buy $112,500 Conv. Note
--------------------------------------------------------------
Competitive Technologies, Inc., entered into a securities purchase
agreement with Tonaquint, Inc., on July 16, 2013, pursuant to
which Tonaquint will acquire a $112,500 convertible promissory
note in consideration for $100,000.  The note is convertible at a
conversion price of $0.30 per share.  A copy of the Securities
Pact is available for free at http://is.gd/k52dbD

                  About Competitive Technologies

Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX:
CTTC) -- http://www.competitivetech.net/-- was established in
1968.  The Company provides distribution, patent and technology
transfer, sales and licensing services focused on the needs of its
customers and matching those requirements with commercially viable
product or technology solutions.  Sales of the Company's
Calmare(R) pain therapy medical device continue to be the major
source of revenue for the Company.

Competitive Technologies incurred a net loss of $3 million on
$546,139 of gross profit from product sales in 2012, as compared
with a net loss of $3.59 million on $1.86 million of gross profit
from product sales in 2011.  As of March 31, 2013, the Company had
$4.60 million in total assets, $9.25 million in total liabilities
and a $4.64 million total shareholders' deficit.

Mayer Hoffman McCann CPAs (The New York Practice of Mayer Hoffman
McCann P.C.), 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 at Dec. 31,
2012, the Company has incurred operating losses since fiscal year
2006.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.


COMMUNITY MEMORIAL: Committee Files Corrected Plan of Liquidation
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Community
Memorial Hospital filed with the U.S. Bankruptcy Court for the
District of Michigan on July 26, 2013, a corrected First Amended
Plan of Liquidation for the Debtor.

This First Amended Chapter 11 Plan is being filed as a complete
amendment and restatement of the Chapter 11 Plan of Liquidation
filed by the Committee on April 5, 2013.

Pursuant to the First Amended Plan, on or prior to the Effective
Date, a liquidating trust will be established for the purpose of
liquidating the Debtor's remaining assets and distributing the
proceeds thereof to creditors.

Citizens Bank (Class 3) will be deemed to have that portion of its
claim that is a secured claim deemed satisfied and paid in full in
exchange for (i) the Debtor's Lincoln Bridge property and Bay
Street property, (ii) cash payment on the effective date of the
Plan, and (iii) a note secured by accounts receivable.

The USDA (Class 4) will have that portion of its claim that is a
secured claim deemed satisfied and paid in full in exchange for
cash payment on the Effective Date.

Upon payment of higher ranked claims, each holder of general
unsecured claims (Class 5) will receive its pro-rata share of the
liquidating trust assets.

A copy of the Corrected First Amended Plan of Liquidation is
available at:

      http://bankrupt.com/misc/communitymemorial.doc777.pdf

                 About Community Memorial Hospital

Community Memorial Hospital, operator of the Cheboygan Memorial
Hospital, filed for Chapter 11 bankruptcy (Bankr. E.D. Mich. Case
No. 12-20666) on March 1, 2012.  Judge Daniel S. Opperman oversees
the case.  Paul W. Linehan, Esq., and Shawn M. Riley, Esq., at
McDonald Hopkins LLC, in Cleveland, Ohio; and Jayson Ruff, Esq.,
at McDonald Hopkins LLC, in Bloomfield Hills, Michigan, represent
the Debtor as counsel.  The Debtor's financial advisor is Conway
Mackenzie Inc.  The Debtor disclosed $23,085,273 in assets and
$26,329,103 in liabilities.

Opened in 1942, the Debtor is an independent, not-for-profit
entity, organized exclusively for charitable, scientific and
educational purposes, and holds tax exempt status in accordance
with Section 501(c)(3) of the Internal Revenue Code.  The
Cheboygan Memorial Hospital is a 25-bed critical access hospital
located in Cheboygan, Cheboygan County, a community on the Lake
Huron coast.  The Debtor has 395 employees.

McLaren Health Care Corporation proposed to acquire substantially
all of the Debtor's operating assets at its primary hospital
campus, for $5,000,000, plus (2) all amounts required for the
Debtor to cure and assume the assigned Assumed Contracts and
Leases.

Daniel M. McDermott, the U.S. Trustee for Region 9, appointed a
five-member official committee of unsecured creditors in the
Chapter 11 case of Community Memorial Hospital.

Michael S. McElwee, Esq., at Varnum LP, in Grand Rapids, Michigan,
represents the Unsecured Creditors' Committee as counsel.


CONSOLIDATED DISTRIBUTORS: MEC May Pursue Infringement Suit
-----------------------------------------------------------
In the Chapter 11 case of Consolidated Distributors, Inc., E.D.
New York Bankruptcy Judge Nancy Hershey Lord granted Monster
Energy Company's Emergency Motion for an Order Clarifying That the
Automatic Stay Does Not Apply and for Relief From the Automatic
Stay Under 11 U.S.C. Sec. 362(d)(1)).  Judge Lord, however,
dismissed, with prejudice, MEC's Motion For an Order Dismissing
the Debtor's Chapter 11 Case and Alternatively to Either Convert
the Debtor's Chapter 11 Case to a Case Under Chapter 7 or to
Appoint a Chapter 11 Trustee.

Consolidated Distributors contested the MEC Motions.

MEC seeks relief from the automatic stay so it may pursue a
district court action to final judgment.  On March 3, 2011, MEC
commenced a lawsuit in the United States District Court for the
Middle District of Florida against multiple defendants including
the Debtor; David Baksht, the Debtor's principal; and Joe Cool,
Inc.  MEC alleged that the Debtor and Baksht infringed MEC's
"M-Claw" trademark by marketing and assisting others in marketing
clothing bearing the so-called "3DL" trademark.  The District
Court Action proceeded as to Joe Cool, an alleged joint venturer
of the Debtor and resulted in a settlement.

The Debtor and Baksht, however, did not appear in the District
Court Action until a year after the complaint was filed. After the
District Court entered a default, the Debtor sought relief from
the default and filed an answer and counterclaims against MEC.
The Debtor alleged that its use of the "3DL" trademark pre-dated
MEC's use of the "M-Claw" trademark and, thus, MEC was infringing
on Debtor's trademark rights.  Furthermore, the Debtor
counterclaimed that the seizure by MEC of goods bearing the so-
called "3DL" trademark at Joe Cool's Florida place of business
constituted a "wrongful seizure" within the meaning of federal
trademark law, entitling the Debtor to damages.  Joe Cool had
released all such claims as part of its settlement with MEC.

In light of the bankruptcy filing, the District Court stayed MEC's
claims against the Debtor, but concluded that the automatic stay
did not apply to the District Court Action with respect to MEC's
claims against Baksht and the Debtor's counterclaims against MEC.

The District Court set a February 21, 2013 trial date for MEC's
claims against Baksht.  However, on February 15, 2013, the
District Court, sua sponte, stayed the entire District Court
Action pending the resolution of the Debtor's bankruptcy case,
because the District Court believed that a jury could not possibly
resolve the issues surrounding Baksht's liability without
addressing the Debtor's liability.

On July 18, 2013, the Bankruptcy Court held a hearing on the U.S.
Trustee's Motion to Dismiss or in the Alternative, Motion to
Convert to Chapter 7, filed on May 31, 2013.  The Court granted
the U.S. Trustee's Motion to Convert to Chapter 7.

Judge Lord said the order with respect to MEC's Lift Stay Motion
will become effective 30 days after its entry.  The judge said the
30-day stay will allow the newly appointed Chapter 7 Trustee time
to evaluate the estate's interest in the trademark litigation.

David M. Hillman, Esq., at Schulte Roth & Zabel LLP, argues for
Monster Energy Company.

A copy of Judge Lord's July 23, 2013 Memorandum Decision is
available at http://is.gd/MKUWbifrom Leagle.com.

Consolidated Distributors, Inc., filed for Chapter 11 bankruptcy
(Bankr. E.D.N.Y. Case No. 13-40350) on Jan. 22, 2013, estimating
under $1 million in both assets and debts.  A copy of the petition
is available at http://bankrupt.com/misc/nyeb13-40350.pdf The
Debtor tapped Noson A. Kopel, Esq., as counsel.  He was later
replaced by The Law Offices of David Carlebach, Esq.


CONTINENTAL BUILDING: Moody's Assigns 'B2' CFR; Outlook Stable
--------------------------------------------------------------
Moody's Investors Service assigned a first-time B2 Corporate
Family Rating and a B2-PD Probability of Default Rating to
Continental Building Products LLC, a newly created entity for the
purpose of acquiring the gypsum assets owned by LaFarge North
America, Inc. In a related rating action Moody's assigned a B1
rating to the company's proposed first lien secured bank facility
and a Caa1 rating to the proposed second lien bank credit
facility. Proceeds from the first and second lien credit
facilities, together with a $304 million equity contribution by
the affiliates of Lone Star Funds, will be used for the
acquisition. The rating outlook is stable.

The following ratings/assessments were affected by this action:

  Corporate Family Rating assigned B2;

  Probability Default Rating assigned B2-PD;

  First Lien Sr. Sec. RCF due 2018 assigned B1 (LGD3, 38%);

  First Lien Sr. Sec. Term Loan due 2020 assigned B1 (LGD3, 38%);
  and,

  Second Lien Sr. Sec. Term Loan due 2021 assigned Caa1 (LGD5,
  88%).

Ratings Rationale:

Continental's B2 Corporate Family Rating reflects its highly
leveraged capital structure. According to Moody's calculations,
Continental's adjusted debt-to-EBITDA is near 5.75 times at
closing. The rating also incorporates Continental's small size
based on revenues and absolute EBITA levels relative to other
rated manufacturing and wallboard companies, leaving little
cushion for earnings variability. This is particularly of concern
given the volatility in the US construction markets.

Providing some offset to Continental's leveraged capital structure
and the other ratings constraints is Moody's expectation that the
company will continue to benefit from the sustained rebound in the
repair and remodeling and new home construction sectors, key end
markets driving Continental's revenues and earnings. Moody's
anticipates Continental's operating margins will improve from a
combination of higher volumes, increased pricing, the success of
its LiftLite wallboard and other new products, and ongoing cost
reduction initiatives. Moody's also expects free cash flow to be
used for debt reduction. As a result of margin expansion and lower
levels of balance sheet debt, Moody's projects interest coverage -
- defined as adjusted EBITA-to-interest expense -- could approach
2.5 times over the next 12 to 18 months (all ratios incorporate
Moody's standard adjustments). Availability under the revolving
credit facility should be sufficient to cover potential shortfalls
in operating cash flows and to allow the company to contend with
both seasonality in its business and growing demand for its
products. With the exception of term loan amortization,
Continental will face no near-term debt maturities.

The stable rating outlook incorporates Moody's view that
Continental's operating performance will continue to improve and
that free cash flow will be used for debt reduction. This should
result in better debt leverage metrics and improve the company's
capacity to contend with any potential slow-down in demand.

The B1 rating assigned to the first lien senior secured bank
credit facility, one notch above the corporate family rating,
reflects its position as the most senior committed debt in
Continental's capital structure. The bank credit facility is
comprised of a $50 million revolving credit facility expiring in
2018, and a $300 million term loan maturing in 2020. Each facility
is secured by a first priority security interest in substantially
all of Continental's assets, and both would be pari passu in a
recovery scenario. The term loan amortizes 1% per year with a
bullet payment at maturity. Continental's subsidiaries provide
upstream guarantees for the first lien bank credit facility, which
also benefits from $100 million in more junior capital.

The Caa1 rating assigned to the $100 million second lien senior
secured term loan due 2021, two notches below the corporate family
rating, reflects its position as the junior-most debt in the
company's capital structure and would absorb the first losses in a
recovery scenario. This term loan is structurally subordinated to
the company's first lien credit facilities with a second lien on
the company's assets. It has no amortization with a bullet payment
at maturity. Continental's subsidiaries provide upstream
guarantees for the second lien bank credit facility as well.

Positive rating actions over the intermediate term are unlikely
given the company's small size. However, if Continental improves
its operating margins over the long term such that EBITA-to-
interest expense exceeds 3.0 times and debt-to-EBITDA is sustained
below 4.25 times (all ratios include Moody's standard
adjustments), then positive rating actions could be considered.
Also, a significant amount of permanent debt reductions and an
improved liquidity profile would also support upward rating
pressures.

Negative rating actions could occur if Continental's operating
performance falls below Moody's expectations or if the company
experiences a weakening in financial performance due to a decline
in demand for its products. EBITA-to-interest expense remaining
below 2.0 times or debt-to-EBITDA sustained above 5.5 times (all
ratios incorporate Moody's standard adjustments) could pressure
the ratings. A deteriorating liquidity profile, debt-financed
acquisitions or large dividends could stress the ratings as well.

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.

Continental Building Products LLC, headquartered in Reston, VA,
manufactures gypsum wallboard and related products for use in
residential and commercial construction, as well as for repair and
remodeling applications. It operates in the Eastern United States
and Eastern Canada. Lone Star Funds, through its affiliates, is
the primary owner of Continental. Revenues for the twelve months
through June 30, 2013 totaled approximately $352 million.


CONTINENTAL BUILDING: S&P Assigns Prelim. 'B' CCR; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B' corporate credit rating to Reston, Va.-based
Continental Building Products LLC.  The outlook is stable.

At the same time, S&P assigned its preliminary 'B+' (one notch
higher than the corporate credit rating) issue-level rating to
Continental's proposed $350 million first-lien credit facilities.
The preliminary recovery rating is '2', indicating S&P's
expectation of substantial (70% to 90%) recovery for lenders under
S&P's default scenario.  S&P also assigned its preliminary 'CCC+'
(two notches lower than the corporate credit rating) issue-level
rating to Continental's proposed $100 million second-lien term
loan due 2021.  The preliminary recovery rating is '6', indicating
S&P's expectation of negligible (0% to 10%) recovery for lenders
under its default scenario.

"The stable rating outlook reflects our expectation of improved
operating performance driven by recovering residential
construction and repair and remodeling spending.  As a result, we
expect Continental to generate positive free cash flow that will
go toward repayment of debt.  Consequently, we expect debt to
EBITDA will be about 4.5x within the next 12 months," said
Standard & Poor's credit analyst Maurice Austin.

"We could raise our ratings if industry fundamentals continue to
improve, resulting in better operating performance such that the
company can use excess cash flow for debt repayment.  In our view,
this would provide cushion against some future volatility in sales
and margins, providing more confidence that leverage could be
sustained well below 5x through a business cycle.  In this
scenario, we would also need to gain confidence that the company's
owners were committed to financial policies supportive of an
"aggressive" financial risk profile, as consistent with our
criteria for companies owned by financial sponsors," S&P noted.

A downgrade is less likely in the near term, given S&P's favorable
outlook for home construction and remodeling spending.  However,
S&P could take a negative rating action if the increase in
remodeling spending fails to materialize as S&P expects, resulting
in Continental's debt leverage measures being sustained at more
than 5.5x.


CORNERSTONE HOMES: New York Homebuilder Sets Sept. 6 Confirmation
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Cornerstone Homes Inc. scheduled a Sept. 6 hearing
for the bankruptcy judge in Rochester, New York, to approve the
reorganization plan.

According to the report, the plan was accepted before bankruptcy
by holders of 96 percent of unsecured creditors' claims.  The
company owns 728 properties and has 398 under contract.  Four
secured lenders with $21.8 million in claims are to be paid in
full and didn't vote on the plan.  Unsecured creditors are chiefly
noteholders with $14.5 million in claims.  For a 7 percent
recovery, they will get a note for $1 million, bearing 2 percent
interest and maturing in 10 years.  The note will be paid from
sale proceeds.

The report notes that to quicken the pace of plan approval, the
bankruptcy judge didn't yet approve disclosure materials
explaining the reorganization.  Before approving the plan at the
Sept. 6 confirmation hearing, he will first determine whether
disclosure materials were adequate.

                      About Cornerstone Homes

Cornerstone Homes Inc., a homebuilder from Corning, New York,
filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 13-21103) on
July 15, 2013, in Rochester alongside a reorganization plan
already accepted by 96 percent of unsecured creditors' claims.

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


CPI CORP: Asset Sale to Lifetouch Portrait to Be Approved
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee liquidating CPI Corp. will soon get
bankruptcy court approval to sell assets for $3.3 million to
Lifetouch Portrait Studios Inc.

According to the report, CPI, based in St. Louis, ran 2,700 photo
studios until it shut down and filed a liquidating Chapter 7
petition on May 1 in Delaware.  A trustee was appointed
automatically, and in late May the bankruptcy judge approved
auction and sale procedures.  In addition to saying he will sign
an order formally approving the sale to Lifetouch, U.S. Bankruptcy
Judge Brendan Shannon announced in a court filing that he's
"reluctantly" denying a request by landlords for immediate payment
of rent accruing during bankruptcy.

The report notes that Judge Shannon said CPI appears to be
"administratively insolvent," meaning there won't be enough cash
to pay debt arising after bankruptcy.  If landlords were paid now,
Judge Shannon said, they would be given a "super-priority" that
"is not the stated purpose" of bankruptcy law.

                          About CPI Corp.

Headquartered in St. Louis, Missouri, CPI Corp. provides portrait
photography services at more than 2,500 locations in the United
States, Canada, Mexico and Puerto Rico and provides on location
wedding photography and videography services through an extensive
network of contract photographers and videographers.

The Company reported a net loss of $39.9 million on
$123.2 million of net sales for the 24 weeks ended July 21, 2012,
compared with a net loss of $5.6 million on $159.5 million of net
sales for the 24 weeks ended July 23, 2011.

The Company's balance sheet at July 21, 2012, showed $61 million
in total assets, $159.6 million in total liabilities, and a
stockholders' deficit of $98.6 million.


DAMES POINT: Can Employ Gust Sarris as Counsel
----------------------------------------------
Dames Point Holdings, LLC sought and obtained approval from the
U.S. Bankruptcy Court to employ Gust G. Sarris, Esq., as attorney.

P & B Marina Development, LLC filed an involuntary chapter 11 case
against Jacksonville, Florida-based Dames Point Holdings, LLC
(Bankr. M.D. Fla. Case No. 13-00501) on Jan. 29, 2013.  Scott A.
Underwood, Esq., at Fowler White Boggs, P.A. represented the
petitioners.

On March 12, 2013, the Court entered an order vacating the
Feb. 28, 2013, order for relief in involuntary Chapter 11 case.

The Court has consolidated the involuntary Chapter 11 case for all
purposes with the voluntary case of William F. Snafnacker.

The U.S. Trustee for Region 21 has informed the Bankruptcy Court
that until further notice, it will not appoint a committee of
creditors in the Chapter 11 case of Dames Point Holdings because
of an insufficient number of unsecured creditors willing or able
to serve on an unsecured creditors committee.


DBSI INC: Wavetronix May Amend Respond to Plan Trustee's Complaint
------------------------------------------------------------------
Judge Peter J. Walsh granted Wavetronix' motion for leave to amend
its answer to the first amended complaint in the adversary
proceeding captioned as, JAMES R. ZAZZALI, as Trustee of the DBSI
Estate Litigation Trust created by operation of the Second Amended
Joint Chapter 11 Plan of Liquidation; and CONRAD MYERS, as Trustee
of the DBSI Liquidating Trust created by operation of the Second
Amended Joint Chapter 11 Plan of Liquidation, v. WAVETRONIX LLC,
DAVID V. ARNOLD, LINDA S. ARNOLD, MICHAEL JENSEN, JOHN DOES 1-50,
and ABC Entities 1-50, Adv. Proc. No. 10-55963 (D. Del.).  A copy
of the Court's July 26, 2013 order is available at
http://is.gd/aqe4yAfrom Leagle.com.

Papers filed in the DBSI case indicate that Wavetronix was one of
several technology development companies that benefited from funds
bilked from DBSI's investors.  From 2001 through 2006, Wavetronix
borrowed more than $21 million dollars from Stellar Technologies,
LLC, a DBSI affiliate and Idaho-based company that invested in
technology-oriented startup companies.  The loans, which were
accomplished through transfers to Wavetronix from various DBSI
companies, were memorialized through promissory notes, security
agreements, and personal guarantees made out to Stellar.  David
Arnold, Wavetronix's CEO, signed the notes.

In November 2012, Judge Walsh directed Wavetronix to cease
interfering with the administration of the liquidating trust
established under the confirmed Second Amended Joint Chapter 11
Plan of Liquidation Filed by the Chapter 11 Trustee and the
Official Committee of Unsecured Creditors for DBSI Inc.  Judge
Walsh also directed Wavetronix to provide required financial
information, includilng Wavetronix's 2011 federal and state tax
returns and any supporting schedules, attachments and exhibits.
Conrad Myers, the trustee for the DBSI Liquidating Trust and the
Trust Oversight Committee made the request.  According to Judge
Walsh, Wavetronix is withholding information that is necessary to
the conduct of the Trustee's fiduciary duties.  The judge also
held that if the Trustee requires information related to the
current financial condition of Wavetronix in addition to that
produced as required in the Court's order, then Wavetronix is
ordered to appear for an examination pursuant to Bankruptcy Rule
2004 and Local Rule 2004-1, to the extent necessary.

                          About DBSI Inc.

Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates
were engaged in numerous commercial real estate and non-real
estate projects and businesses.  On Nov. 10, 2008, and other
subsequent dates, DBSI and 180 of its affiliates filed for
Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-12687).
DBSI estimated assets and debts between $100 million and
$500 million as of the Chapter 11 filing.

Lawyers at Young Conaway Stargatt & Taylor LLP represent the
Debtors as counsel.  The Official Committee of Unsecured Creditors
tapped Greenberg Traurig, LLP, as its bankruptcy counsel.
Kurtzman Carson Consultants LLC is the Debtors' notice claims and
balloting agent.

Joshua Hochberg, a former head of the Justice Department fraud
unit, served as an Examiner and called the seller and servicer of
fractional interests in commercial real estate an "elaborate shell
game" that "consistently operated at a loss" in his report
released in October 2009.  McKenna Long & Aldridge LLP was counsel
to the Examiner.

On Sept. 11, 2009, the Honorable Peter J. Walsh entered an Order
appointing James R. Zazzali as Chapter 11 trustee for the Debtors'
estates.  On Oct. 26, 2010, the trustee won confirmation of the
Second Amended Joint Chapter 11 Plan of Liquidation for DBSI,
paving the way for it to pay creditors and avoid years of
expensive litigation over its complex web of affiliates.  The
plan, which was declared effective Oct. 29, 2010, was co-proposed
by DBSI's unsecured creditors committee.

Pursuant to the confirmed Chapter 11 plan, the DBSI Real Estate
Liquidating Trust was established as of the effective date and
certain of the Debtors' assets, including the Debtors' ownership
interest in Florissant Market Place was transferred to the RE
Trust.  Mr. Zazzali and Conrad Myers were appointed as the post-
confirmation trustees.  Messrs. Zazzali and Myers are represented
by lawyers at Blank Rime LLP and Gibbons P.C.


DETROIT, MI: 15 Months to Reorganize $18 Billion in Debt
--------------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that Michigan Governor Rick Snyder said
that Detroit's 15-month deadline to reorganize $18 billion in debt
in a record federal bankruptcy is an "aggressive" goal needed to
restore essential city services after 60 years of decline.

"This probably is the largest challenge in the United
States," Gov. Snyder, a 54-year-old Republican, said July 26.
Bankruptcy court gives the city "one forum to resolve all the
issues."

The report notes that the emergency manager Gov. Snyder appointed,
Kevyn Orr, can be removed from his post by the city council in
September 2014, returning local control to elected officials.

Mr. Orr and Gov. Snyder, in separate interviews at Bloomberg
headquarters in New York, argued that the July 18 bankruptcy
filing is the best way to adjust the city's debts by that
deadline.

"I don't have time to run in place or to play games as usual or to
engage in the usual banter that's happened all too often in
Detroit," Mr. Orr, 55, said July 25.  He endorsed a plan by the
bankruptcy judge to name a mediator to help the city negotiate
with its unions, pension funds and bondholders.

The report relates that "I'm hoping the mediator provides a
process by which we can stop talking past each other," said Orr,
who worked on the Chrysler LLC bankruptcy while an attorney at
Jones Day.  Detroit filed the biggest U.S. municipal bankruptcy
after decades of decline left the city unable to pay its debts and
provide needed services.  Mr. Orr said creditors refused to give
an "honest response" to his June debt-reduction proposal and
instead sued him and Snyder to block the bankruptcy filing.

The report says that the proposal by U.S. Bankruptcy Judge Steven
Rhodes to name U.S. District Judge Gerald Rosen as mediator is on
the agenda for a hearing on Aug. 2 in Detroit.  Mr. Orr, who was
appointed in March, agreed that the September 2014 deadline to
reach a solution in bankruptcy court is ambitious.  He also said
that should mediation fail, Detroit has already met most of the
conditions required to ask Rhodes to impose cuts on creditors, a
procedure available to the court under the U.S. Bankruptcy Code.

The report recounts that before the bankruptcy, Mr. Orr proposed
eliminating about US$2 billion in unsecured bond debt and reducing
US$3.5 billion in future pension liabilities.  Under that
proposal, those debts, and money owed for other retiree benefits,
such as health care, would be replaced with about US$2 billion in
new debt.  No U.S. city or county in bankruptcy has successfully
invoked the Bankruptcy Code's so-called cram-down procedure to
force creditors to take losses on their principal.  "Records are
made to be broken," Orr 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: 86-Cent Water Debt Seen Delivering Profit
------------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that Detroit's bankruptcy is providing a
buying opportunity in the city's $5.4 billion of water and sewer
debt as investors bet that bonds trading at the deepest discount
since 2011 will get paid in full.

The biggest Chapter 9 filing in U.S. history is scaring
individuals away from the obligations, creating a chance to
profit, said Tom Metzold at Eaton Vance Management and Paul
Mansour at Conning.  Detroit securities guaranteed by water and
sewer fees would be refinanced and fully repaid under Emergency
Financial Manager Kevyn Orr's pre-bankruptcy proposal, unlike some
general obligations he deemed unsecured.

The report notes that investors still accept less than 100 cents
on the dollar to part with the debt.  Two series of water bonds
backed by units of Assured Guaranty Ltd. and MBIA Inc. traded on
July 19 -- the day after Mr. Orr filed -- at 86 cents, the lowest
since 2011, data compiled by Bloomberg show.  Both companies said
they would make full and timely payments to bondholders if Detroit
doesn't.  "The chances of not getting paid 100 cents on the
dollar, even for uninsured people, is as close to zero as
possible," said Mr. Metzold, who helps oversee about $28 billion
of debt as codirector of municipal debt at Eaton Vance in Boston.

The report discloses that the debt is "one of the single-best
values in the entire bond market right now," Mr. Metzold said in a
telephone interview with Bloomberg News' Brian Chappatta.  The
company owns about US$100 million of Detroit water and sewer
obligations and is buying more, he 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: Gov. to Rebuild City But Says No to State Bailout
--------------------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that the comeback of Detroit, a Democrat-
dominated city with an 83-percent black population, may define the
political career of Michigan Governor Rick Snyder, the white
first-term Republican who has avoided partisan warfare like that
waged by party colleagues Scott Walker of Wisconsin and Sam
Brownback of Kansas.

According to the report, Gov. Snyder's ability to remake the
biggest city in a state that led the U.S. in unemployment during
the recession could provide a blueprint for cooperation on
intractable issues.  "I do what I believe is the right thing, and
I don't get caught up in all the politics," Gov. Snyder said in an
interview at Bloomberg's New York headquarters.

The report notes that Gov. Snyder said he wants to rebuild the
city, which has lost about 60 percent of its population since its
peak of 1.8 million in the 1950s, starting from its denser
downtown and Midtown and moving on to its far-flung and lightly
peopled neighborhoods.  He would foster economic development and
begin spending $100 million within the next 30 days to bolster
safety and remove blight.

"If people have better services, they'll be in Detroit," he said.
"I am committing state money, but I'm not doing it in terms of
just paying a bailout to pay off debt -- it's on focused
projects," Snyder said. "I view it as how we can put state
resources toward better services to citizens, not simply debt
service." The report discloses as Gov. Rick Snyder says.

                      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.


DEWEY & LEBOEUF: Trust's Status Report for April to June 2013
-------------------------------------------------------------
The Dewey & LeBoeuf Secured Lender Trust made disbursements in the
aggregate amount of $4,882,038 and had aggregate receipts totaling
$9,112,609, according to a status report submitted by the Trust
for the period April 1, 2013 through June 30, 2013.

FTI Consulting, Inc. is the secured lender trustee for the Secured
Lender Trust.  Alan M. Jacobs is the liquidating trustee for the
Liquidation Trust.

The Liquidation Trust remains responsible for much of the post-
Effective Date administration of this Bankruptcy Case.  The
Secured Lender Trust is responsible for, among other things, the
collection and liquidation of the Secured Lender Trust Assets.

                       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,
The effective date of the Plan occurred March 22, 2013.

FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust.  Alan Jacobs of AMJ Advisors LLC, was 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: Board OKs $1.1 Million 2013 Bonuses to Executives
--------------------------------------------------------------
Dune Energy, Inc.'s named executive officers will receive these
minimum bonuses under the 2013 Bonus Program, pursuant to the
Board's determination on July 23, 2013:

Officer and Title                              Minimum Bonus
-----------------                              -------------
James A. Watt
President and Chief Executive Officer             $550,000

Frank T. Smith, Jr.
Senior Vice President and Chief Financial Officer $222,000

Hal L. Bettis
Executive Vice President,
Business Development and Environmental Affairs    $190,000

Richard H. Mourglia
Senior Vice President, Land and General Counsel   $167,000

The Board of Directors of Dune Energy approved a new cash bonus
plan for the Company's employees, including the Company's senior
executives, for 2013.  Each participant in the 2013 Bonus Program
was assigned a target bonus for 2013.  A participant's bonus was
to be determined by multiplying the participant's target bonus by
a performance factor determined based upon the Company's
performance and the participant's individual performance.  Actual
bonuses could range from zero percent to 200 percent of the
participant's target bonus.  The metrics used to determine each
participant's bonus under the 2013 Bonus Program are (i) reserve
growth, (ii) production growth, (iii) lease operating expense
reduction and (iv) individual goals.  No minimum bonus was
required under the 2013 Bonus Program.

On July 23, 2013, in order to improve employee retention efforts,
the Board approved paying bonuses to the participants in the 2013
Bonus Program at a minimum of 100 percent of the target bonus for
each participant.  The Board also approved accelerating the time
frame for paying bonuses to the participants in the 2013 Bonus
Program.  James A. Watt, the Company's president and chief
executive officer, was granted the authority to distribute the
2013 Bonuses in up to four tranches.  The Company anticipates
making bonus payments in three equal installments at the end of
September 2013, December 2013 and March 2014.  A participant must
be employed by the Company on the date of any payment in order to
receive that payment.  If the metrics used to determine the bonus
for a particular participant dictate a bonus higher than 100
percent of the target bonus, that participant will receive such
excess as a part of the March 2014 bonus payment.

                      Registers 6.2MM Shares

Dune Energy registered with the U.S. Securities and Exchange
Commission 6,249,996 shares of common stock for resale by Simplon
International Limited, Highbridge International, LLC, West Face
Long Term Opportunities Global Master L.P., et al.

The common stock to be offered and sold pursuant to this
prospectus will be offered and sold by the selling stockholders.
The Company will not receive any proceeds from the sale of the
common stock.

The Company's common stock is traded on the OTC Bulletin Board
under the symbol "DUNR." On July 25, 2013, the closing price of
the Company's common stock on the bulletin board was $1.60.

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

                       http://is.gd/390PUO

                         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.


DYNAVOX INC: Taps Bulger to Advise on Strategic Alternatives
------------------------------------------------------------
DynaVox Inc. on July 29 disclosed that it has engaged Bulger
Partners, an international firm providing financial advisory and
strategy consulting services to technology-driven organizations,
to advise the company on strategic alternatives, including
identifying and evaluating potential business combination
transactions and refinancing structures.

DynaVox and its lenders have entered into a forbearance agreement
and amendment to its $15 million senior secured credit agreement
to address the company's present default, which will allow the
company to explore and develop strategic alternatives.  DynaVox
intends to continue with its operations in the ordinary course and
expects no impact on its customers, vendors, or employees as it
works with Bulger to identify and pursue potential business
combination transactions, refinancing structures and other
strategic alternatives.

                       About DynaVox Inc.

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

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

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

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

                        Bankruptcy Warning

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


EARL GAUDIO: Section 341(a) Meeting Set on Aug. 15
--------------------------------------------------
A meeting of creditors in the bankruptcy case of Earl Gaudio &
Son, Inc., will be held on Aug. 15, 2013, at 10:00 a.m. at 208
Federal Bldg-Danville, IL.  Creditors have until Nov. 13, 2013, to
submit their proofs of claim.

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

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

Earl Gaudio & Son Inc. filed a Chapter 11 petition (Bankr. C.D.
ILL. Case No. 13-90942) on July 19, 2013.  The petition was signed
by Angela E. Major Hart, as authorized signer of First Midwest
Bank, custodian.  Judge Gerald D. Fines presides over the case.
The Debtor estimated assets of at least $10 million and debts of
at least $1 million.  John David Burke, Esq., at Ice Miller, LLP,
serves as the Debtor's counsel.


EASTMAN KODAK: Seeks to Reject Contracts With Acro, et al.
----------------------------------------------------------
Eastman Kodak Co. seeks court approval to end its contracts with
Acro Industries Inc., Winfield Industries and The University of
Mississippi Medical Center, citing significant savings from the
rejection.

"Rejection will avoid the accrual of any ongoing monthly and other
obligations for rights provided under the contracts that are not
valuable to the estates," said Kodak's lawyer, Sean Greecher,
Esq., at Young Conaway Stargatt & Taylor LLP, in New York.

A list of the contracts is available without charge at
http://is.gd/Wq71r9

U.S. Bankruptcy Judge Allan Gropper will hold a hearing on August
16.  Objections are due by August 9.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: U.S. Trustee Opposes Formation of Equity Committee
-----------------------------------------------------------------
The U.S. trustee overseeing the bankruptcy of Eastman Kodak Co. is
blocking efforts by its shareholders to win court approval to form
an equity committee.

Early this month, Ahsan Zia, a Kodak shareholder, asked Judge
Allan Gropper to reconsider his previous denial of an equity
committee, saying Kodak is an "asset rich company" worth billions
of dollars based on the value of its patents, real estate and its
going concern value.

Tracy Hope Davis, the official charged with regulating bankruptcy
cases in the New York region, said an equity committee is not
necessary because there is "no substantial likelihood" of a
distribution to shareholders since the company is insolvent.

"The U.S. trustee declined to appoint an equity committee as there
appears to be no equity interests to be protected," Ms. Davis said
in a July 29 court filing.

The U.S. trustee cited Kodak's own public filings, including its
recent monthly operating report in which the company reported a
net loss of $47.8 million in May.  In the same report, Kodak also
disclosed an unaudited combined balance sheet showing total assets
of $3.41 billion and total liabilities of $4.85 billion.

The U.S. trustee also pointed out the company's inability to pay
in full the unsecured claims of three classes of creditors which,
together, assert $2.24 billion to $2.84 billion.

"Because the debtors cannot pay these claims in full, the debtors
correctly do not propose to provide distributions to equity
interests," Ms. Davis said.  "To do otherwise would be a violation
of the strictures of the absolute priority rule."

The absolute priority rule is a rule which insists that a
creditor's claim have an absolute priority over a shareholder's
claim.  The investors are paid only after the claims of the
creditors are settled to the satisfaction of the bankruptcy court.

The U.S. trustee also contended that the official committee of
unsecured creditors "adequately represents" the shareholders'
interests in maximizing value to Kodak's estate.

Judge Gropper will hold a hearing on August 5 to consider the
appointment of an equity committee.  Objections are due by July
31.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: Names Management for Post-Emergence Company
----------------------------------------------------------
In consultation with the backstop providers of Kodak's emergence
equity plan, Kodak on July 30 outlined its post-emergence
executive leadership in supplemental filings to its Plan of
Reorganization.  This team will ensure continuity in Kodak's
leadership and has the expertise to continue the implementation of
the company's business transformation, which focuses on imaging
innovation for business.

The new equity investors have confirmed their acceptance of this
management team, which is a condition to Kodak's emergence equity
plan.

In its filings, the company named the following senior corporate
and business unit executives:

-- Antonio M. Perez, who will continue as Chief Executive Officer
and will serve as a member of the Board.  Mr. Perez will commit to
serve the reorganized company for up to three years following the
company's emergence from Chapter 11.  Mr. Perez will agree to be
CEO for one year from emergence, or until the post-emergence Board
of Directors elects his successor, whichever is sooner.  During
his tenure as CEO, in addition to fulfilling his responsibilities
as CEO, Mr. Perez will be actively involved with the Board in
identifying the right successor with whom he will work closely to
effect a seamless transition.  Upon the appointment of his
successor, Mr. Perez would resign from his position as CEO, and
would then continue working closely with his successor and the
Board as a full-time special advisor to the Board to effect a
seamless transition and facilitate the continued realization of
the company's transformation for a period up to the first
anniversary of the company's emergence.  In addition, he has
agreed to serve the company in a consulting capacity for up to
another two years following the initial one-year term.

-- Douglas J. Edwards, who will remain in his role as President of
Digital Printing and Enterprise.  He was named to the post in
September 2012, and elected a Senior Vice President in October
2012.  Kodak's highly differentiated Stream and SQUAREspot
technologies underpin this portfolio and products include KODAK
PROSPER Solutions and KODAK FLEXCEL Systems.

-- Brad W. Kruchten, who will continue to serve as President,
Graphics, Entertainment & Commercial Films, which includes
Prepress, Entertainment Imaging, Commercial Film and Global
Consumables Manufacturing, a position he has held since 2011.  The
Graphics business includes renowned products such as KODAK
PRINERGY Workflow and KODAK SONORA Process Free Plates.

-- Terry R. Taber, who will continue in his current post as Chief
Technical Officer, a position he has held since 2009.  As CTO, he
is responsible for the development of key technologies including
those in functional printing.

-- Eric H. Samuels, who will serve as Controller, having been
appointed Corporate Controller and Chief Accounting Officer in
July 2009.

-- Patrick M. Sheller, who will serve as the General Counsel,
Secretary and Chief Administrative Officer, positions he has held
since 2012.

Additionally, Jim Mesterharm will continue as Chief Restructuring
Officer and Becky Roof will continue as Interim Chief Financial
Officer, under the company's agreement with AlixPartners.  The
duration of the company's agreement with AlixPartners will be
determined by the post-emergence board.

Also continuing in their roles as General Managers of Kodak's
regional operations are Philip Cullimore, Europe, Middle East and
Africa; Lois Lebegue, Asia Pacific; John O'Grady, U.S. and Canada;
and Gustavo Oviedo, Latin America and Emerging Geographies.

"On behalf of the entire continuing management team, we appreciate
the support of our new owners and look forward to the completion
of Kodak's successful restructuring, the confirmation of our Plan
of Reorganization and our emergence from Chapter 11 later in the
third quarter," said Mr. Perez.

These management arrangements are subject to certain conditions,
including approval as part of confirmation of Kodak's of Plan of
Reorganization and Kodak's emergence from Chapter 11.  The
confirmation hearing on the Plan of Reorganization is currently
scheduled for August 20, 2013, with emergence expected during the
third quarter.

                      About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


ELAN CORP: Perrigo Purchase Offer Prompts Moody's Upgrade Review
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Elan Corporation,
plc. under review for upgrade, including the Ba3 Corporate Family
Rating and the Ba2-PD Probability of Default Rating. At the same
time, Moody's affirmed Elan's SGL-1 Speculative Grade Liquidity
rating.

This rating action follows the news that Perrigo Company will
acquire Elan for approximately $8.6 billion. The transaction is
expected to close by year-end 2013 and is subject to Perrigo and
Elan shareholder approvals, as well as review by the Irish High
Court. Perrigo is rated Baa3 with a stable rating outlook.

Ratings placed under review for upgrade:

  Ba3 Corporate Family Rating

  Ba2-PD Probability of Default Rating

Rating affirmed:

  SGL-1 Speculative Grade Liquidity Rating

The rating review will focus on the benefits of being part of a
larger, higher-rated entity. Elan currently does not have any
rated debt, and Moody's anticipates withdrawing Elan's ratings
upon close of the transaction.

Ratings Rationale:

Elan's Ba3 Corporate Family Rating reflects its limited scale, its
high product concentration in Tysabri royalties, and the risks
associated with an evolving business strategy. The Ba3 rating is
supported by Elan's high cash balance (reported at $1.9 billion as
of June 30, 2013). In addition, the rating reflects positive
trends in Tysabri and the long-dated nature of this royalty
stream, given an extremely small risk of generic competition. If
the transaction with Perrigo does not close, Moody's anticipates
that Elan will pursue business development.

Headquartered in Dublin, Ireland, Elan Corporation, plc. ("Elan")
is a specialty biopharmaceutical company with areas of expertise
in neurological and autoimmune disease.

The principal methodology used in this rating was Global
Pharmaceutical Industry published in December 2012.


ELAN CORP: S&P Puts 'B+' CCR on CreditWatch Positive
----------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B+'
corporate credit rating on Elan Corp. PLC on CreditWatch with
positive implications.  This reflects the likelihood that its
rating will be equalized with Perrigo when the transaction closes.
Elan does not have any debt outstanding and we will likely
withdraw the corporate credit rating at close.

S&P affirmed its corporate credit rating on Perrigo Co. at 'BBB'
and revised the outlook to negative from stable.  This reflects
the chance that its credit metrics will remain below levels that
are typical for the intermediate financial risk category.

"We placed our corporate credit rating on Elan Corp. PLC on
CreditWatch with positive implications following the announcement
that it has agreed to be acquired by Perrigo Co. for $6.7 billion,
net of cash acquired," said credit analyst John Babcock.
"Assuming the acquisition is completed, we will raise our rating
on Elan to that of the acquirer."

"We will monitor the progress of the acquisition and resolve the
CreditWatch placement accordingly.  If the transaction is
completed, we will raise Elan Corp. PLC's corporate credit rating
to 'BBB', the same as Perrigo Co.  If Elan's shareholders reject
the sale, we will likely affirm its corporate credit rating at
'B+' with a stable outlook.  Due to Codere's significant upcoming
debt maturities and ongoing negotiations with various stakeholders
for a balance sheet restructuring, we believe that management
could implement credit-dilutive restructuring measures, which we
would view as tantamount to a default under our criteria," S&P
added.

"Given our view of the continuous pressure on Codere's revenues
and profits, and the status of current discussions with the
various stakeholders, we believe that a positive rating action is
unlikely over the next few months," S&P noted.


EXIDE TECHNOLOGIES: Seeks Bonuses for Employees After CEO Departs
-----------------------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that Exide Technologies, the 125-year-old
battery maker, proposed bonus plans to pay employees $16.1 million
if target levels are reached for earnings before interest taxes
depreciation and amortization and free cash flow.

"At this incipient stage of the restructuring process, it is
critical to ensure that those employees who drive the economic
success of the debtor's enterprise are appropriately compensated
and incentivized to deliver superlative results," the company said
in court papers filed July 25.  According to the report

The report notes that the proposed annual incentive plan covers
725 employees throughout the Exide corporate enterprise, according
to court documents.  A key employee incentive plan would cover 55
employees. A key employee retention plan would cover another 51
and would cost about $2 million.

                     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.


FREESEAS INC: Issues 700,000 Add'l Settlement Shares to Hanover
---------------------------------------------------------------
FreeSeas Inc. issued 700,000 additional settlement shares to
Hanover Holdings I, LLC, on July 26, 2013.

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 24, 2013, the Company issued and delivered to Hanover an
aggregate of 5,583,000 additional settlement shares.

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

                       http://is.gd/dnh2hl

                        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.


GABRIEL TECHNOLOGIES: U.S. Trustee Balks at Plan Disclosures
------------------------------------------------------------
August B. Landis, Acting United States Trustee for the Northern
District of California - Region 17, objects to the approval of the
proposed Disclosure Statement for Gabriel Technologies Corp., et
al.'s First Amended Joint Plan of Reorganization dated June 7,
2013.

The Acting U.S. Trustee says the Disclosure Statement should not
be approved because it does not contain adequate information
about:

  * Information about Debtors' history;

  * Information about pre-filing and post-filing tax returns and
    reports;

  * Information about factual basis for substantive consolidation;

  * Liquidation analyses; and

  * Intention to operate in the future.

A copy of the Acting U.S. Trustee's objection is available at:

          http://bankrupt.com/misc/gabriel.doc182.pdf

As reported in the TCR on June 19, 2013, the Plan, as amended,
proposes the substantial consolidation of the Debtors' assets and
estates and the transfer of those assets and estates to the
Reorganized Debtor.  Payments to creditors under the Plan will
be financed by the reorganization loan consisting of advances of
funds in two tranches, Tranche A and Tranche B.  Tranche A, up to
the aggregate principal amount of $500,000, will be advanced to
the Reorganized Debtor to satisfy the obligations of the
Reorganized Debtor under the following Sections of the Plan, as
well as to fund the Reorganized Debtor's reasonable estimate of
ongoing Implementation Expenses:  Administrative Expense Claims,
cure of executory contracts, compensation to the litigation
trustee, tax reporting compliance, and quarterly fees.  Tranche B,
up to the aggregate principal amount of $1,000,000, will be
advanced to the Reorganized Debtor from time to time as required.

Secured claims will be paid by proceeds recovered from Qualcomm
Incorporated in a lawsuit involving royalties, and from another
lawsuit involving royalties captioned Gabriel Technologies
Corporation, etc. v. Keith Feilmeier, et al.

A full-text copy of the First Amended Plan dated June 7, 2013, is
available for free at:

           http://bankrupt.com/misc/GABRIELTECHplan0607.pdf

                     About Gabriel Technologies

Gabriel Technologies Corporation and one subsidiary filed separate
Chapter 11 petitions (Bankr. N.D. Cal. Case No. 13-30340 and 13-
30341) on Feb. 14, 2013, in San Francisco, after losing in a
patent dispute with smartphone chips maker Qualcomm Inc.

Gabriel Technologies, through its debtor-subsidiary Trace
Technologies, LLC, holds significant intellectual property assets
directed toward location-based products and services through
global positioning systems.

Gabriel Technologies disclosed $15 million in assets and
$15 million in liabilities as of Jan. 31, 2013.

The Debtors tapped the law firm of Meyers Law Group, P.C. as
general bankruptcy counsel.

A three-member official committee of unsecured creditors has been
appointed in the case.  Pachulski Stang Ziehl & Jones LLP
represents the Committee.

The Debtor filed a Plan of Reorganization that proposes to
substantively consolidate the Debtors' estates into the Chapter 11
estate of Gabriel, and upon the Effective Date, all those assets
will become the property of the Reorganized Debtor.  Secured
claims filed against the Debtors will be paid by proceeds
recovered from Qualcomm Incorporated in a lawsuit involving
royalties, and from another lawsuit involving royalties captioned
Gabriel Technologies Corporation, etc. v. Keith Feilmeier, et al.
Unsecured Claims will also be paid from the proceeds of the two
lawsuits, after all secured claims have been paid.  Allowed
General unsecured claims will accrue an interest of 10% per annum.


GASCO ENERGY: Posts $3-Mil. Net Loss in Second Quarter 2013
-----------------------------------------------------------
Gasco Energy, Inc. on July 30 reported financial and operating
results for the second quarter ended June 30, 2013.

Oil and gas sales for the second quarter ended June 30, 2013 were
$2.9 million, as compared to $1.6 million for the same period in
2012.  Natural gas sales comprised 83% of total oil and gas sales
for Q2-13.  The year-over-year increase in oil and gas sales is
primarily attributed to a 99% increase in the average price
received for the Company's natural gas volumes, a 6% increase in
the average price received for oil volumes, offset in part by a 4%
decrease in equivalent production volumes.

Gasco's average realized gas price was $4.50 per thousand cubic
feet of natural gas (Mcf) for Q2-13, compared to $2.26 per Mcf in
the prior-year period, excluding the effect of hedges.  During
June 2012, the Company settled its remaining commodity hedge
contract, and the Company currently does not have any commodity
hedges in place.

The average realized oil price for Q2-13 was $82.92 per barrel, as
compared to $78.57 per barrel for the prior-year period.  Gasco
does not hedge its crude oil volumes.

For Q2-13, Gasco reported a net loss of $3.0 million, or $0.02 per
basic and diluted share, as compared to a net loss of $5.1
million, or $0.03 per basic and diluted share in Q2-12.

As of June 30, 2013, Gasco's total assets were $53.2 million, its
stockholders' equity was $13.1 million, and cash and cash
equivalents were $2.0 million.

Net cash provided by operating activities during Q2-13 was $0.5
million, as compared to net cash used in operating activities of
$3.0 million in the comparable 2012 reporting period.  Net cash
used in investing activities during Q2-13 was $0.25 million, as
compared to net cash provided by investing activities in the
prior-year period of $0.1 million.

                     First Half 2013 Period

Note Regarding Uinta Basin Joint Venture

During Q1-12, Gasco conveyed a 50% interest in certain of its
Uinta Basin properties to its joint venture partner concurrent
with the March 22, 2012 closing of the transaction.  Due to the
50% interest conveyance, operational and financial results for the
six-month period ended June 30, 2013 are not similarly comparable
to the same period ended June 30, 2012.

Oil and gas sales for the first half of 2013 were $4.7 million, as
compared to $4.8 million for the same period in 2012.  The
decrease in oil and gas sales during the first half 2013, as
compared to the prior-year period, is primarily attributed to the
Uinta Basin transaction and normal production decline and to a 5%
decrease in the average price received for oil volumes, offset in
part by a 56% increase in prices received for natural gas volumes.

The average prices received for the first half of 2013 were $4.00
per Mcf and $81.11 per barrel of oil, as compared to $2.57 per Mcf
and $85.36 per barrel in the 2012 first-half reporting period.

For the first half of 2013, Gasco reported a net loss of $4.7
million, or $0.03 per share, as compared to a net loss of $10.2
million, or $0.06 per share in the prior year period.  Included in
the first half 2013 results are a non-cash gain of $0.7 million
attributed to derivatives and $0.2 million related to an
impairment of the carrying value of the Company's inventory.

Excluding the effect of the above-stated non-cash items, Gasco
would have posted a net loss of $3.8 million, or $0.02 per share
for the six-month period ended June 30, 2013. Net loss excluding
the effect of non-cash items is a non-GAAP financial measure.

Net cash provided by operating activities for the first half of
2013 was $0.3 million as compared to net cash used in operating
activities of $3.5 million for the same period in 2012.  The
Company invested approximately $1.1 million during the first half
of 2013 in oil and gas activities. Net cash provided by investing
activities during the first half of 2012 included $19.2 million in
cash proceeds from the sale of certain of the Company's Uinta
Basin assets as part of the previously announced Uinta Basin joint
venture.  Net cash used in financing activities was $8.5 million
in the first half of 2012.

                              Outlook

Due to the significant extended decline in the natural gas market
and low natural gas prices in recent years caused primarily by
excess production, Gasco has not been able to recover its
exploration and development costs as anticipated.  As such, there
is substantial doubt regarding the Company's ability to generate
sufficient cash flows from operations to fund its ongoing
operations, and the Company currently anticipates that cash on
hand and forecasted cash flows from operations will only be
sufficient to fund cash requirements for working capital through
September of 2013.  This expectation has been revised from the
Company's previous estimate as reported in its Form 10-Q for the
quarter ended March 31, 2013, due to the implementation of cost
savings measures and cash management strategies.

In addition, the Company did not pay the April 5, 2013 semi-annual
interest payment on its 2015 Notes, and as a result, an event of
default occurred under the indenture, which could result in legal
action for collection of the 2015 Notes or the filing of an
involuntary petition for bankruptcy against the Company.  As a
result of the event of default, the trustee of the 2015 Notes or
the holders of at least 25% in aggregate principal amount of the
2015 Notes have the right to accelerate payment obligations under
the 2015 Notes.  As of July 30, 2013, total accumulated principal
and interest on the 2015 Notes (including default interest)
equaled $47,233,455.  The Company has not received any notice of
acceleration of the 2015 Notes as of July 30, 2013 and it is
engaged in discussions with the holders of the 2015 Notes
regarding responding to the default.

Gasco has not allocated any amounts to its 2013 capital budget.
The Company's prior revolving credit facility matured in June
2012, at which time Gasco repaid all of the outstanding borrowings
thereunder.  While the Company has attempted to secure a
replacement facility, it has been unable to do so on acceptable
terms and the Company is no longer actively in discussions to
obtain a replacement facility.  There can be no assurance that
Gasco will be able to adequately finance its operations or execute
its existing short-term and long-term business plans, and the
Company's liquidity and results of operations are likely to be
materially adversely affected if it is unable to generate
sufficient operating cash flows, secure additional capital or
otherwise pursue a strategic restructuring, refinancing or other
transaction to provide the Company with additional liquidity.

As previously announced, Gasco has engaged Stephens, Inc., a
financial advisor, to assist the Company in evaluating such
potential strategic alternatives, including a sale of the Company
or all of its assets.  It is possible these strategic alternatives
will require the Company to make a pre-packaged, pre-arranged or
other type of filing for protection under Chapter 11 of the U.S.
Bankruptcy Code (or an involuntary petition for bankruptcy may be
filed against the Company).  These factors raise substantial doubt
about Gasco's ability to continue as a going concern.

                       Teleconference Call

Gasco has elected to postpone its second quarter conference call
with investors, analysts and other interested parties until such a
time that that the Company can convey further substantial and
material information regarding its current liquidity situation.

                       About Gasco Energy

Denver-based Gasco Energy, Inc. -- http://www.gascoenergy.com--
is a natural gas and petroleum exploitation, development and
production company engaged in locating and developing hydrocarbon
resources, primarily in the Rocky Mountain region and in
California's San Joaquin Basin.  Gasco's principal business is the
acquisition of leasehold interests in petroleum and natural gas
rights, either directly or indirectly, and the exploitation and
development of properties subject to these leases.  Gasco focuses
its drilling efforts in the Riverbend Project located in the Uinta
Basin of northeastern Utah, targeting the oil-bearing Green River
Formation and the natural gas-prone Wasatch, Mesaverde, Blackhawk,
Mancos, Dakota and Morrison formations.

In its auditors' report on the consolidated financial statements
for the year ended Dec. 31, 2012, KPMG LLP, in Denver, Colorado,
expressed substantial doubt about Gasco Energy's ability to
continue as a going concern.  The independent auditors noted that
the Company has suffered recurring losses and negative cash flows
from operations.

The Company reported a net loss of $22.2 million on $8.9 million
of revenues in 2012, compared with a net loss of $7.3 million on
$18.3 million of revenues in 2011.

The Company's balance sheet at March 31, 2013, showed $52.78
million in total assets, $36.75 million in total liabilities and
$16.03 million in total stockholders' equity.

                        Bankruptcy Warning

"The Company has engaged Stephens, Inc., a financial advisor, to
assist it in evaluating potential strategic alternatives,
including a sale of the Company or all of its assets.  It is
possible these strategic alternatives will require the Company to
make a pre-packaged, pre-arranged or other type of filing for
protection under Chapter 11 of the U.S. Bankruptcy Code.  If the
Company is unable to generate sufficient operating cash flows,
secure additional capital or otherwise restructure or refinance
the business before the end of the second quarter of 2013, it will
not have adequate liquidity to fund its operations and meet its
obligations (including its debt payment obligations), the Company
will not be able to continue as a going concern, and could
potentially be forced to seek relief through a filing under
Chapter 11 of the U.S. Bankruptcy Code.  In addition, because the
Company has not paid the April 5, 2013 interest payment on its
outstanding 2015 Notes within the 30-day cure period, an event of
default has occurred under the Indenture, which could result in
the filing of an involuntary petition for bankruptcy against the
Company," according to the Company's quarterly report for the
period ended March 31, 2013.


GETTY PETROLEUM: Settlement With Lukoil Approved
------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Getty Petroleum Marketing Inc. got court approval
July 29 for a settlement with former owner Lukoil Americas Corp.
that brings in $93 million for creditors.

The report recounts that Getty Petroleum's liquidating Chapter 11
plan was approved in August 2012 using the cramdown process
because the class of $240 million in unsecured creditors voted
against the proposal.  The plan created a creditors' trust to
prosecute a lawsuit against Lukoil.

According to the report, Getty Petroleum claimed to have
discovered environmental contamination at leased gas stations
after it acquired the business in February 2011 from Lukoil.  The
trial with Lukoil began in May in U.S. Bankruptcy Court in New
York.  To avoid having the court rule, the parties settled, with
Lukoil to pay $93 million now that the settlement has been
approved by the bankruptcy court.

The report relates that the disclosure statement informed
unsecured creditors they could expect nothing to a maximum of 28.5
percent, depending on the outcome of lawsuits.  In a class by
itself, Getty Properties had the largest claim of $242 million,
including a $10.5 million priority claim to be paid in full.
Unsecured claims could total as much as $650 million, according to
the disclosure statement.

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

                       About Getty Petroleum

A remnant of J. Paul Getty's oil empire, Getty Petroleum Marketing
markets gasoline, hydraulic fluids, and lubricating oils through
a network of gas stations owned and operated by franchise holders.
A former subsidiary of Russian oil giant LUKOIL, the company
operates in the Mid-Atlantic and Northeastern US states.  Getty
Petroleum Marketing's primary asset is the more than 800 gas
stations in the Mid-Atlantic states which are located on
properties owned by Getty Realty.  After scaling back the
company's operations to cut debt, in 2011 LUKOIL sold Getty
Petroleum Marketing to investment firm Cambridge Petroleum Holding
for an undisclosed price.

Getty Petroleum and three affiliates filed for Chapter 11
bankruptcy (Bankr. S.D.N.Y. Case Nos. 11-15606 to 11-15609) on
Dec. 5, 2011.  Judge Shelley C. Chapman presides over the case.
Loring I. Fenton, Esq., John H. Bae, Esq., Kaitlin R. Walsh, Esq.,
and Michael J. Schrader, Esq., at Greenberg Traurig, LLP, in New
York, N.Y., serve as the Debtors' counsel.  Ross, Rosenthal &
Company, LLP, serves as accountants for the Debtors.  Getty
Petroleum Marketing, Inc., disclosed $46.6 million in assets and
$316.8 million in liabilities as of the Petition Date.  The
petition was signed by Bjorn Q. Aaserod, chief executive officer
and chairman of the board.

The Official Committee of Unsecured Creditors is represented by
Wilmer Cutler Pickering Hale and Dorr LLP.  Alvarez & Marsal North
America, LLC, serves as the Committee's financial advisors.


GORDON PROPERTIES: Examiner Can Employ Leach Travell as Counsel
---------------------------------------------------------------
Stephen E. Leach -- the court-appointed examiner in the Chapter 11
cases of Gordon Properties, LLC and Condominium Services, Inc. --
sought and obtained approval from the U.S. Bankruptcy Court for
the Eastern District of Virginia to employ Leach Travell Britt,
PC, as his counsel.

LTB will, among other things, assist the examiner in the conduct
of his duties as examiner.

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

LTB and the examiner have agreed that LTB will be compensated at a
reduced rate from its customary hourly rates for bankruptcy work.
The reduced hourly rates for persons likely to perform work in
these cases are:

         Stephen E. Leach -- sleach@ltblaw.com  $400
         All other bankruptcy partners          $350
         Senior Associates                      $300
         Associates                             $250
         Paralegals                             $100

                      About Gordon Properties

Alexandria, Va.-based Gordon Properties, LLC, owns 40 condominium
units in a high-rise apartment building with both residential and
commercial units and two commercial units adjacent to the high-
rise building.  Gordon Properties' ownership of these condos
represents about a 20% interest in the Forty Six Hundred
Condominium project -- http://foa4600.org/-- in Alexandria.
Gordon Properties also owns one of the adjacent commercial units,
a restaurant.  Gordon Properties sought Chapter 11 protection
(Bankr. E.D. Va. Case No. 09-18086) on Oct. 2, 2009, and is
represented by Donald F. King, Esq., at Odin, Feldman & Pittleman
PC in Fairfax, Va.  Gordon Properties disclosed $11,149,458 in
assets and $1,546,344 in liabilities.

Condominium Services filed its chapter 11 petition (Bankr. E.D.
Va. 10-10581) on Jan. 26, 2010. It scheduled one creditor, the
condominium association, with a disputed claim of $436,802.00.
The association filed a proof of claim asserting a claim of
$453,533.12.  A second proof of claim was filed by the Internal
Revenue Service for $1,955.45.  According to its schedules, if
both claims are allowed, it has a net deficit of about $426,900.
CSI is wholly owned by Gordon Properties.

In February 2012, Judge Mayer denied the motion of the association
to substantively consolidate the chapter 11 bankruptcy cases of
Gordon Properties and Condominium Services, Inc., the condominium
management company.

Gordon Properties and CSI opposed the motion.  The two cases were
previously administratively consolidated.

Stephen E. Leach has been appointed as examiner in the Debtor's
case.


HAMPTON ROADS: Moody's Affirms Ratings on Series 2007-A Bonds
-------------------------------------------------------------
Moody's Investors Service has affirmed all ratings assigned to
Hampton Roads PPV, LLC Military Housing Taxable Revenue Bonds,
2007 Series A. The rating action affects the Ba1 on $210 million
of class I bonds, the B1 rating on $58 million of class II bonds
and the B1 rating on $9 million of class III bonds. The outlook on
the ratings is stable.

Summary Rating Rationale

The ratings affirmation reflects continued pressure on financial
position, volatile occupancy rate, and lack of satisfactory debt
service reserve fund (DSRF) to mitigate changes in net operating
income. The project's operating performance is sensitive to ships
deployment, unit turnover rate expense, and changes in basic
allowance for housing (BAH).

Credit Strengths

- Satisfactory debt service coverage ratio on Class I bonds and
   tight coverage on Class II and Class III bonds

- Experienced property management

- Strong base essentiality and strong Navy's interest in the
   success of the project

Credit Challenges

- Volatile occupancy rate puts a stress on the project's revenue
   stream

- Expenses exceed initial projections, largely due to high unit-
   turnover rate

- Flow of funds allows for monthly release of excess funds with
   no cash trap provisions and no minimum account balance
   provisions

- Weak DSRF

Outlook

The stable outlook reflects Moody's expectation that the project
will produce satisfactory results over the next twelve to eighteen
months helped by the increase in BAH rate and management active
role in offsetting potential declines in revenue and unit turnover
related expenses.

What Could Change the Rating Up?

A rating upgrade would require a sustained improvement in
operating performance and/or cash funding of debt service reserve
fund or replacement of current surety provider with another of
higher credit quality.

What Could Change the Rating Down?

The rating could be downgraded if the project experiences a
significant decline in BAH or an occupancy levels that result in
below 1x DSCR. A downgrade of AIG (rated Baa1), the Excess
Collateral Funding Agreement provider could also put a downward
pressure on the rating.

The principal methodology used in this rating was Global Housing
Projects published in July 2010.


HAWKER BEECHCRAFT: New York Judge Dismisses Qui Tam Claim
---------------------------------------------------------
Section 1141(d)(6)(A), added to the Bankruptcy Code in 2005,
provides that the confirmation of a plan does not discharge a
corporate debtor from any debt "of a kind specified in paragraph
(2)(A) or (2)(B) of section 523(a) that is owed to a domestic
governmental unit, or owed to a person as the result of an action
filed under subchapter III of chapter 37 of title 31 or any
similar State statute."  UNITED STATES OF AMERICA EX REL. DONALD
MINGE and DAVID KIEHL and DONALD MINGE and DAVID KIEHL,
INDIVIDUALLY, Plaintiffs, v. HAWKER BEECHCRAFT CORPORATION,
Defendant, Adv. Proc. No. 12-01890 (Bankr. S.D.N.Y.), was
commenced to obtain a determination that the plaintiffs' claims
against Hawker under the False Claims Act, 31 U.S.C. Sections 3729
et seq., pending in Kansas, are not dischargeable under both
clauses of the statute.  The defendant moved to dismiss the
complaint on several grounds.

In a July 24, 2013 Memorandum Decision available at
http://is.gd/IaY70Xfrom Leagle.com, Bankruptcy Judge Stuart M.
Bernstein ruled that the Plaintiffs' qui tam claim is
dischargeable, and the complaint is dismissed as to that claim.

Plaintiffs Donald Minge and David Kiehl are former employees of
TECT Aerospace, Inc. or TECT Aerospace Wellington, Inc.,
subcontractors of the defendant Hawker Beechcraft Corporation.  In
2007, the Plaintiffs filed a qui tam lawsuit under the FCA
against, inter alia, Hawker and TECT in the United States District
Court for the District of Kansas.  The Plaintiffs alleged that
Hawker made misrepresentations to the U.S. Government regarding
certain components manufactured by TECT and incorporated into
military aircraft sold to the Government.  The alleged
misrepresentations were contained in certifications relating to
347 planes. The Plaintiffs sought three times the amount of
damages the Government sustained (aggregating nearly $2.3
billion), in addition to a civil penalty of $11,000 for each
violation (aggregating $3.8 million) plus costs and attorneys'
fees in the Kansas Action.  The Kansas Action was stayed as to
Hawker when Hawker filed for chapter 11.

F. James Robinson, Jr., Esq., and Gaye B. Tibbets, Esq. --
robinson@hitefanning.com and tibbets@hitefanning.com -- at Hite,
Fanning & Honeyman L.L.P.; and Tammy P. Bieber, Esq., and Wayne H.
Davis, Esq. -- bieber@thsh.com and davis@thsh.com -- at Tannenbaum
Helpern Syracuse & Hirschtritt LLP, argue for the Plaintiffs.

Douglas W. Baruch, Esq., and Jennifer M. Wollenberg,
Esq. -- douglas.baruch@friedfrank.com and
jennifer.wollenberg@friedfrank.com -- at Fried, Frank, Harris,
Shriver & Jacobson LLP; and James H. M. Sprayregen, P.C., Esq.,
Paul M. Basta, Esq., Patrick J. Nash, Jr., Esq., and Ross M.
Kwasteniet, Esq., at Kirkland & Ellis LLP, represent Hawker.

                      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%.

Beechcraft Corp., formerly Hawker Beechcraft, on Feb. 19, 2013,
disclosed that it has formally emerged from the Chapter 11 process
as a new company well-positioned to compete vigorously in the
worldwide business aviation, special mission, trainer and light
attack markets.  The company's Joint Plan of Reorganization was
approved by the Bankruptcy Court on Feb. 1, and became effective
on Feb. 15.


HDC FINANCIAL: Ariz. Court Won't Reinstate Claims Against Seibels
-----------------------------------------------------------------
Infinet Holdings, Inc. and HDC Financial Services Corporation
appeal from the summary judgment dismissing their breach of
contract and related claims against The Seibels Bruce Group, Inc.,
Consolidated American Insurance Company, and South Carolina
Insurance Company.  The judgment was based on the superior court's
determination that the facts upon which Infinet and HDCFS's case
depended had already been resolved in a bankruptcy proceeding.
Because Infinet and HDCFS do not argue that the superior court
erred by applying the doctrine of issue preclusion, the Court of
Appeals of Arizona, Division One, Department C, affirmed.

Under a December 2001 Memorandum of Understanding, SBG agreed to
front a captive worker's-compensation program for HDC -- a
professional employee organization that was, along with HDCFS, a
subsidiary of Infinet -- through SBG's subsidiary SCIC and SCIC's
subsidiary CAIC.

In March 2002, Infinet, HDC, HDCFS, and Du Pre Insurance Services,
Inc. filed a complaint in the superior court against SBG, SCIC,
and CAIC, alleging that insurance policies issued to HDC had been
improperly cancelled. The plaintiffs sought declaratory relief and
monetary damages based on claims for breach of contract, bad
faith, punitive damages, tortious interference with contract and
business relations, slander, and negligent misrepresentation. In
February 2003, the plaintiffs prevailed on their declaratory
judgment claim. Thereafter, protracted litigation ensued,
including the filing of cross-claims and counterclaims and the
entry of summary judgment in favor of SBG on the punitive damages
claim.

In June 2005, HDC filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code. In July 2007, the
bankruptcy court confirmed a plan of reorganization pursuant to
which HDC was reorganized into a new entity, Reorganized HDC.
RHDC then pursued further litigation in the bankruptcy court to
recover funds that HDC's principal, Anderton, allegedly stole from
HDC. As his defense, Anderton contended that the funds at issue
were Infinet's, not HDC's, and he claimed that HDCFS, not HDC, was
the subsidiary that generated the vast majority of Infinet's
revenue. In July 2011, the bankruptcy court found Anderton liable
to RHDC for over $4.2 million. The district court affirmed in
September 2012. In re Human Dynamics Corp., 2012 WL 3848446, at
*11 (D.Ariz. Sept. 5, 2012) (unpublished decision).

RHDC also successfully moved to dismiss all of HDC's claims in the
superior court action. With Infinet and HDCFS as the sole
remaining plaintiffs after Du Pre settled its claims, SBG (joined
by SCIC and CAIC) moved for summary judgment on the remaining
counts. SBG argued that Infinet and HDCFS could not prove damages
because they did not earn revenue from any operations that the
defendants' conduct could have harmed: rather, HDC was the
operational subsidiary, and it was no longer a plaintiff. SBG
attached to its motion consolidated tax returns showing that
Infinet's gross receipts consisted solely of revenue earned by HDC
and the management fees that Infinet charged HDC. In response,
Infinet and HDCSF argued that an issue of fact existed as to
whether they were damaged by the defendants' conduct, because
"HDCFS produced the greatest portion of Plaintiffs' revenue." In
support of this argument, Infinet and HDCSF relied on testimony
presented by Infinet executives during the bankruptcy proceedings,
and stated that the testimony would be repeated at trial.

In October 2011, the superior court granted SBG's motion for
summary judgment.  The court entered an appealable judgment in
August 2012.

Infinet and HDCFS timely appeal.  Infinet and HDCFS contend that
the superior court erred by granting summary judgment on their
claims for damages because factual issues remain as to whether the
defendants' conduct harmed them.  They contend that the court
improperly "ignore[d] the conflicting issues of fact posed by the
parties with respect to the nature and structure of [Infinet and
HDCFS's] business operations."

Although Infinet and HDCFS's opening brief mentions the superior
court's reliance on the bankruptcy proceedings, Infinet and HDCFS
do not argue the court erred by determining that the bankruptcy
court's findings precluded them from relitigating the issue of
whether they suffered damages.

The appellate case is, INFINET HOLDINGS, INC., an Arizona
corporation; and HDC FINANCIAL SERVICES CORPORATION, an Arizona
corporation, Plaintiffs/Appellants, v. THE SEIBELS BRUCE GROUP,
INC., a South Carolina corporation; CONSOLIDATED AMERICAN
INSURANCE COMPANY, a South Carolina corporation; and SOUTH
CAROLINA INSURANCE COMPANY, a South Carolina corporation,
Defendants/Appellees, No. 1 CA-CV 12-0628 (Ariz. App.).

A copy of the Appeals Court's July 25, 2013 Memorandum Decision is
available at http://is.gd/ZJ18jBfrom Leagle.com.


HEALTHWAREHOUSE.COM INC: W. Corona Had 10% Stake at March 15
------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Wayne Corona disclosed that as of March 15, 2013, he
beneficially owned 2,723,128 shares of common stock of
HealthWarehouse.com, Inc., representing 10.4 percent of the shares
outstanding.  A copy of the regulatory filing is availabel for
free at http://is.gd/KQjjCw

                   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.

In the auditors' report accompanying the consolidated financial
statement for the year ended Dec. 31, 2011, Marcum LLP, in New
York, expressed substantial doubt about HealthWarehouse.com's
ability to continue as a going concern.  The independent auditors
noted that the Company has incurred significant losses and needs
to raise additional funds to meet its obligations and sustain its
operations.

The Company reported a net loss of $5.71 million in 2011, compared
with a net loss of $3.69 million in 2010.  The Company's balance
sheet at Sept. 30, 2012, showed $1.69 million in total assets,
$8.52 million in total liabilities and a $6.83 million total
stockholders' deficiency.


HEARUSA INC: Shareholders Agree to $1 Million Settlement
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee of the liquidating trust for former
hearing-aid retailer HearUSA Inc. is looking for creditors he
mistakenly didn't pay in addition to the eight shareholders who
will get about $1 million under a settlement.

According to the report, HearUSA's Chapter 11 plan was approved
last year by the U.S. Bankruptcy Court in West Palm Beach,
Florida.  The plan called for distributing leftover money to
shareholders.  Several shareholders sued Joseph Luzinski, the
liquidating trustee, contending he used the wrong record date when
making a $37 million distribution last year to stockholders.

The report notes that as required by the bankruptcy judge,
Luzinski filed a status report at the end of last week saying that
about 4 million shares, or some 11 percent of the outstanding
stock, were traded between the correct record date and the later
date the trustee used for making distributions to shareholders.

The report relates that the lawsuit plaintiffs said they sold
stock after the proper record date.  In a settlement agreement
filed last week, Luzinski agreed to pay the eight shareholders
about $1 million using money from the trust.  So far, Luzinski has
been unable identify from brokers and clearinghouses any other
shareholders who failed to get distributions.  To determine who
else is entitled to payment, the trustee arranged a hearing on
Aug. 8 to ask the judge to fix a date by which shareholders must
file a claim for distributions.  Luzinski is a senior vice
president with Development Specialists Inc.

The settled lawsuit is Jacks v. Luzinski (In re HearUSA Inc.),
13-01370, U.S. Bankruptcy Court, Southern District of Florida
(West Palm Beach).

                        About HearUSA Inc.

HearUSA, Inc., which sells hearing aids in 10 states, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
11-23341) on May 16, 2011, to sell the business for $80 million to
William Demant Holdings A/S, absent higher and better offers.

HearUSA's business was later sold to Siemens Hearing Instruments
Inc., the principal supplier and primary secured lender, for a
price calculated at the time to produce $39.7 million for common
shareholders.  HearUSA said the Siemens acquisition was worth $129
million, plus the waiver of a distribution on the 6.4 million
shares of HearUSA stock that Siemens owned.

The liquidating Chapter 11 plan was confirmed in May 2012 and
implemented in June.  Following the sale, the Debtor changed its
name to "HUSA Liquidating Corporation".

The Debtor said that assets are $65.6 million against debt of
$64.7 million as of March 31, 2010.  HearUSA owed $31.3 million to
Siemens.

Judge Erik P. Kimball presides over the case.  Brian K. Gart,
Esq., Paul Steven Singerman, Esq., and Debi Evans Galler, Esq., at
Berger Singerman, P.A., represent the Debtor.  The Debtor has
tapped Bryan Cave LLP as special counsel; Sonenshine Partners LLC,
investment banker; Development Specialist Inc., restructuring
advisor and Joseph J. Luzinski as chief restructuring officer; and
AlixPartners LLC, as communications consultant.  Trustee Services,
Inc., serves as claims and notice agent.

The Official Committee of Unsecured Creditors has been appointed
in the case.  Robert Paul Charbonneau, Esq., and Daniel L. Gold,
Esq., at Ehrenstein Charbonneau Calderin, represent the Creditors
Committee.

An Official Committee of Equity Security Holders has also been
appointed.  Mark D. Bloom, Esq., at Greenberg Traurig P.A., in
Miami, Fla., represents the Equity committee as counsel.


HYMAN COMPANIES: Court Rules on Objection to Ansel Claim
--------------------------------------------------------
E.D. Pennsylvania Bankruptcy Judge Richard E. Fehling sustained,
in part, and overruled, in part, The Hyman Companies' Supplemental
Objection to Claim No. 41 filed by Roberta Ansel.  The Debtor's
Supplemental Objection to Ansel's claim on the basis of Section
502(b)(7), 11 U.S.C. Sec. 502(b)(7), is time-barred as having been
filed after the expiration of the Plan deadline in Section 14.1
for filing objections to proofs of claim; and the Supplemental
Objection on the basis of Section 502(b)(7) is also rejected on
equitable and substantive grounds.  Ansel's claim is subject to
the limitations contained in Section 15.1 of the Debtor's
confirmed Plan and, as a result, Ansel may not recover post-
petition interest, post-petition attorneys' fees, or post-petition
court costs on account of or as part of her claim.  The claim is
reduced to conform to the decision and award of the Massachusetts
court in Ansel v Hyman Companies, Inc., Docket No. MICV2005-01534
(the "Massachusetts Claim", which is a final decision and has a
lower award than Ansel demanded in her claim.

Ansel's Motion for Determination of Any Remaining Issues on
Debtor's Objection to Claim of Ansel is denied and dismissed as
moot.

The Court directs the parties to file a stipulation by August 16,
2013, setting forth the amount of pre-petition interest, pre-
petition attorneys' fees, and pre-petition court costs that were
awarded to Ansel by the Massachusetts court, which amounts will be
allowed as part of the Debtor's claim in the bankruptcy
proceeding.

If the parties fail to file the Stipulation by August 16, the
Court will conduct a hearing to determine the amount of pre-
petition interest, attorneys' fees, and court costs that were
awarded to Ansel in the Massachusetts state court litigation.

A copy of the Court's July 24, 2013 Order is available at
http://is.gd/bR02Hcfrom Leagle.com.

                          About Hyman Cos.

Allentown, Pennsylvania-based The Hyman Companies, Inc. -- aka
Landau, The Landau Collection, Boccelli, Landau Costume Jewelry,
and Bijou Bijou -- sells high-end costume jewelry and other
merchandise from shopping center, mall, and hotel stores and
kiosks throughout the country.  Hyman Companies filed for Chapter
11 bankruptcy protection (Bankr. E.D. Pa. Case No. 09-20523) on
March 3, 2009.  Edmond M. George, Esq., at Obermayer Rebmann
Maxwell & Hippel, LLP, assists the Company in its restructuring
efforts.  The Company estimated $1 million to $10 million in both
assets and debts.


INTELLIPHARMACEUTICS INT'L: Offering 1.5 Million Units
------------------------------------------------------
Intellipharmaceutics International Inc. has priced an underwritten
public offering of 1,500,000 units of common shares and warrants
at US$2.05 per unit.  The offering is being anchored by a
healthcare dedicated institutional investor.  In connection with
the offering, the Company will be issuing an aggregate of
1,500,000 common shares and warrants to purchase an additional
375,000 common shares.  The warrants will be exercisable
immediately, have a term of five years and an exercise price of
US$2.55 per common share.  After underwriting discounts and
commissions and estimated offering expenses, the Company expects
to receive net proceeds of approximately US$2,500,000.

Maxim Group LLC is acting as sole book-running manager for the
offering.  Brean Capital, LLC, is acting as co-manager for the
offering.

The Company expects to close the transaction, subject to customary
conditions, on or about July 31, 2013.

                    About Intellipharmaceutics

Toronto, Canada-based Intellipharmaceutics International Inc. is
incorporated under the laws of Canada.  Intellipharmaceutics is a
pharmaceutical company specializing in the research, development
and manufacture of novel and generic controlled-release and
targeted-release oral solid dosage drugs.  Its patented
Hypermatrix(TM) technology is a multidimensional controlled-
release drug delivery platform that can be applied to the
efficient development of a wide range of existing and new
pharmaceuticals.  Based on this technology, Intellipharmaceutics
has a pipeline of product candidates in various stages of
development, including filings with the FDA in therapeutic areas
that include neurology, cardiovascular, gastrointestinal tract,
diabetes and pain.

The Company's balance sheet at May 31, 2013, showed $3.6 million
in total assets, $5.4 million in total liabilities, and a
stockholders' deficiency of $1.8 million.

                     Going Concern Uncertainty

"In order for the Company to continue operations at existing
levels, the Company expects that for at least the next twelve
months the Company will require significant additional capital.
While the Company expects to satisfy its operating cash
requirements over the next twelve months from cash on hand,
collection of anticipated revenues resulting from future
commercialization activities, development agreements or marketing
license agreements, through managing operating expense levels,
funds from senior management through the convertible debenture
described elsewhere herein, equity and/or debt financings, and/or
new strategic partnership agreements funding some or all costs of
development, there can be no assurance that the Company will be
able to obtain any such capital on terms or in amounts sufficient
to meet its needs or at all," the Company said in its quarterly
report for the period ended May 31, 2013.


INTERLEUKIN GENETICS: Amends 120.4MM Shares Resale Prospectus
-------------------------------------------------------------
Interleukin Genetics, Inc., has amended its Form S-1 registration
statement relating to the resale by Bay City Capital Fund V, L.P.,
Growth Equity Opportunities Fund III, LLC, Merlin Nexus IV, LP, et
al., of up to 120,408,197 shares of the Company's common stock.
These shares consist of 85,326,230 issued and outstanding shares
and 35,081,967 shares underlying warrants.

The Company's common stock is traded on the OTCQB under the symbol
"ILIU".  On July 25, 2013, the closing sale price of the Company's
common stock on the OTCQB was $0.375 per share.

The Company will not receive any proceeds from the sale of any
shares by the selling stockholders.  The Company may, however,
receive the proceeds of any cash exercises of warrants.

A copy of the Form S-1/A is available for free at:

                        http://is.gd/LgSvNz

                         About Interleukin

Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized
health company that develops unique genetic tests to provide
information to better manage health and specific health risks.

Interleukin Genetics disclosed a net loss of $5.12 million in
2012, as compared with a net loss of $5.02 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $2.17 million in
total assets, $16.95 million in total liabilities and a $14.78
million total stockholders' deficit.

Grant Thornton LLP, in Boston, Massachusetts, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company incurred a net loss of $5,120,084 during the year
ended December 31, 2012, and as of that date, the Company's total
liabilities exceeded its total assets by $13,623,800.  These
conditions, among other factors, raise substantial doubt about the
Company's ability to continue as a going concern.

                        Bankruptcy Warning

"We have retained a financial advisor and are actively seeking
additional funding, however, based on current economic conditions,
additional financing may not be available, or, if available, it
may not be available on favorable terms.  In addition, the terms
of any financing may adversely affect the holdings or the rights
of our existing shareholders.  For example, if we raise additional
funds by issuing equity securities, further dilution to our then-
existing shareholders will result.  Debt financing, if available,
may involve restrictive covenants that could limit our flexibility
in conducting future business activities.  We also could be
required to seek funds through arrangements with collaborators or
others that may require us to relinquish rights to some of our
technologies, tests or products in development.  Our common stock
was delisted from the NYSE Amex in 2010 and is currently trading
on the OTCQBTM.  As a result, our access to capital through the
public markets may be more limited.  If we cannot obtain
additional funding on acceptable terms, we may have to discontinue
operations and seek protection under U.S. bankruptcy laws."


IRON MOUNTAIN: S&P Retains 'BB-' CCR Following Upsize of Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on Boston-
based information storage company Iron Mountain Inc. are unchanged
following the company's proposed amendment to upsize its senior
secured revolving credit facility to $1.5 billion from
$725 million.

The unchanged ratings include the 'BB-' corporate credit rating,
the 'BB+' issue-level rating on the existing senior secured credit
facilities, and the 'B+' issue-level rating on all unsecured debt.
The recovery rating on the revolver is '1', indicating S&P's
expectation of very high (90% to 100%) recovery for secured
lenders in the event of a payment default.  The recovery rating on
the existing unsecured debt remains '5' (10% to 30% recovery
expectation).

The company will use a portion of the upsized revolver to pre-
repay the senior secured term loan.  The proposed transaction will
be leverage-neutral.  However, S&P expects borrowings under the
revolver to remain outstanding.

S&P's negative rating outlook reflects the uncertainty surrounding
the company's planned conversion to a REIT.

RATINGS LIST

Iron Mountain Inc.
Corporate Credit Rating                 BB-/Negative/--

Ratings Unchanged

Iron Mountain Inc.
Senior Secured
  $1.5B* Revolving Credit Facility      BB+
   Recovery Rating                      1

* Upsized from $725M.


J & J DEVELOPMENTS: Liquidating Trustee Wants Case Opened
---------------------------------------------------------
Steven L. Speth, the Liquidating Trustee in the bankruptcy
proceeding of J& J Developments, Inc., asks the U.S. Bankruptcy
Court for the District of Kansas to leave the case open for the
purpose of administering potential assets.

The Liquidating Trustee relates that he is in the process of
pursuing recoveries of preferences or fraudulent conveyances as
set forth in the Debtors statements and schedules.  Until the
Liquidating Trustee completes his investigation of the potential
recoveries the case is not ready for a final decree.

                    About J & J Developments

J & J Developments Inc. is a real estate holding company holding
title to real estate in more than 20 locations in Kansas.  Many of
those locations contain convenience stores.

J & J Developments filed a Chapter 11 petition (Bankr. D.
Kan. Case No. 12-11881) in Wichita, Kansas, on July 12, 2012.
John E. Brown signed the petition as president and chief executive
officer.  The Debtor is represented by Edward J. Nazar, Esq., at
Redmond & Nazar, LLP, in Wichita, Kansas.  Judge Robert E. Nugent
presides over the case.  According to the petition, the Debtor has
scheduled assets of $18.7 million and scheduled liabilities of
$34,933.

J & J Developments, Inc. won confirmation of its Chapter 11
Liquidation Plan dated Nov. 30, 2012.


J & J DEVELOPMENTS: Trustee Can Hire Speth & King  as Counsel
-------------------------------------------------------------
The Hon. Robert E. Nugent of the Bankruptcy Court for the District
of Kansas authorized Steven L. Speth, the Liquidating Trustee in
the J & J Developments, Inc.'s Chapter 11 case, to employ Speth &
King as counsel.

Speth and King will represent the Liquidating Trustee in all
proceedings before the Court including hearings on any motions for
relief from stay, contested matters, adversary proceedings,
motions and notices pertaining to sales, avoidance of liens,
objections to exemptions, negotiations with creditors and parties-
in-interest, or any other matter typically requiring the
involvement of any attorney.

The hourly rates of Speth & King personnel are:

         Steven L. Speth, Esq.         $250
           sls@spethking.kscoxmail.com
         Timothy J. King, Esq.         $250
           tjk@spethking.kscoxmail.com
         Paralegal                      $60

Mr. King tells the Court that no retainer of other prepaid
compensation has been paid.

Mr. King assures the Court that Speth & King is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

                    About J & J Developments

J & J Developments Inc. is a real estate holding company holding
title to real estate in more than 20 locations in Kansas.  Many of
those locations contain convenience stores.

J & J Developments filed a Chapter 11 petition (Bankr. D.
Kan. Case No. 12-11881) in Wichita, Kansas, on July 12, 2012.
John E. Brown signed the petition as president and chief executive
officer.  The Debtor is represented by Edward J. Nazar, Esq., at
Redmond & Nazar, LLP, in Wichita, Kansas.  Judge Robert E. Nugent
presides over the case.  According to the petition, the Debtor has
scheduled assets of $18.7 million and scheduled liabilities of
$34,933.

J & J Developments, Inc. won confirmation of its Chapter 11
Liquidation Plan dated Nov. 30, 2012.


J.C. PENNEY: Adds Article XVII to Bylaws
----------------------------------------
The Board of Directors of J. C. Penney Company, Inc., approved an
amendment to the Company's Bylaws, effective July 23, 2013, to add
a new Article XVII that provides that, unless the Company consents
in writing to the selection of an alternative forum, the Court of
Chancery of the State of Delaware will be the sole and exclusive
forum for:

    (i) any derivative action or proceeding brought on behalf of
        the Company;

   (ii) any action asserting a claim of breach of a fiduciary duty
        owed by any director, officer or other employee of the
        Company to the Company or the Company's stockholders;

  (iii) any action asserting a claim arising pursuant to the
        Delaware General Corporation Law or the Company's
        certificate of incorporation or Bylaws; or

   (iv) any action asserting a claim governed by the internal
        affairs doctrine of the State of Delaware.

In the event that the Court of Chancery lacks jurisdiction over
any such action or proceeding, new Article XVII provides that the
sole and exclusive forum for that action or proceeding will be
another state or federal court located within the State of
Delaware.  Article XVII further provides that any person or entity
purchasing or otherwise acquiring any interest in shares of
capital stock of the Company is deemed to have notice of and
consented to the foregoing provision.

A copy of the Company's Bylaws, as amended, is available at:

                        http://is.gd/7t725I

                        About J.C. Penney

Plano, Texas-based J.C. Penney Company, Inc. is one of the U.S.'s
largest department store operators with about 1,100 locations in
the United States and Puerto Rico.

J.C. Penney disclosed a net loss of $985 million in 2012, as
compared with a net loss of $152 million in 2011.  As of May 4,
2013, the Company had $10.37 billion in total assets,
$7.50 billion in total liabilities and $2.86 billion in total
stockholders' equity.

                            *     *     *

The Company carries Moody's Investors Service's B3 Corporate
Family Rating with negative outlook.

Early in March 2013, Standard & Poor's Ratings Services lowered
its corporate credit rating on Penney to 'CCC+' from 'B-'.  The
outlook is negative.  At the same time, S&P lowered the issue-
level rating on the company's unsecured debt to 'CCC+' from 'B-'
and maintained its '3' recovery rating on this debt, indicating
S&P's expectation of meaningful (50% to 70%) recovery for
debtholders in the event of a payment default.

"The downgrade reflects the performance erosion that has
accelerated throughout the previous year and seems likely to
persist over the next 12 months," explained Standard & Poor's
credit analyst David Kuntz.

At the same time, Fitch Ratings downgraded the Company's Issuer
Default Ratings to 'B-' from 'B'.  The Rating Outlook is Negative.
The rating downgrades reflect Fitch's concerns that there is a
lack of visibility in terms of the Company's ability to stabilize
its business in 2013 and beyond after a precipitous decline in
revenues leading to negative EBITDA of $270 million in 2012.
Penney, Fitch said, will need to tap into additional funding to
cover a projected FCF shortfall of $1.3 billion to $1.5 billion in
2013, which could begin to strain its existing sources of
liquidity.

In February 2013, Penney received a notice of default from a law
firm representing more than 50% of its 7.4% Debentures due 2037.
The Company has filed a lawsuit in Delaware Chancery Court seeking
to block efforts by the bondholder group to declare a default on
the 2037 bonds.  Penney also asked lawyers at Brown Rudnick LLP to
identify the investors they represent.

In March 2013, Penney received a letter from bondholders
withdrawing and rescinding the Notice of Default.

On April 12, 2013, Penney borrowed $850 million out of its $1.85
billion committed revolving credit facility with JPMorgan Chase
Bank, N.A., as Administrative Agent, and Wells Fargo Bank,
National Association, as LC Agent. Penney said the move was to
enhance the Company's financial flexibility and position.


JAMES RIVER: Kentucky Plant Operation Resumes
---------------------------------------------
Leslie County, Kentucky-based Shamrock Coal Company, Inc., a
subsidiary of James River Coal Company, received an imminent
danger order under section 107(a) of the Mine Act, alleging that
an accumulation of rock and coal on the preparation plant's belt
transfer hopper caused rock and coal to spill off the incline belt
and tower and on to the ground below, where miners and mobile
equipment travel.  Upon issuance of the imminent danger order, the
preparation plant's belt was stopped, the transfer hopper was
cleaned, and the area underneath the transfer hopper was roped off
and guarded to prevent miners or mobile equipment from traveling
in the area.  After the above steps were taken, the Company's
preparation plant resumed operations.  No injuries occurred as a
result of this situation.

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

James River reported a net loss of $138.90 million in 2012,
as compared with a net loss of $39.08 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $1.16 billion in
total assets, $944.75 million in total liabilities and $215.26
million in total shareholders' equity.

                           *     *     *

In the May 24, 2013, edition of the TCR, Moody's Investors Service
downgraded James River Coal Company's Corporate Family Rating to
Caa2 from Caa1.

"While the company continues to take actions to reposition
operations and shore up its balance sheet, we expect external
factors will preclude James River from maintaining credit measures
and liquidity consistent with the Caa1 rating level," said Ben
Nelson, Moody's lead analyst for James River Coal Company.

As reported by the TCR on Nov. 19, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Richmond, Va.-based
James River Coal Co. to 'CCC' from 'SD' (selective default).

"We raised our rating on James River Coal because we understand
that the company has stopped repurchasing its debt at deep
discounts, for the time being," said credit analyst Megan
Johnston.


JUMP OIL: Court Approves Sale of Gas Stations and Related Property
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Missouri
entered on July 9, 2013, an order granting the motion of Jump Oil
Company, Inc., to approve the sale of substantially all of the
Debtor's assets, consisting of the Gas Stations and related
property.

Colonial Pacific Leasing and CRE Venture 2011-1, LLC, the holders
of first priority liens and security interests in the assets
proposed to be sold consented to the sale upon the terms and
conditions contained in this Order.

To the extent any leases with respect to the Property under which
the Debtor is the lessor are not other assumed and assigned by the
purchaser(s) of the Property, the tenants under such leases will
vacate the applicable Property within fifteen (15) days of entry
of the Order.

The list of the approved purchasers of the Property is available
at http://bankrupt.com/misc/jumpoil.doc182.pdf

                      About Jump Oil Company

Jump Oil Company owns 42 parcels of real property throughout the
state of Missouri, on which gas and service stations are operated
by various third-party lessees pursuant to lease agreements with
Debtor.  The gas stations are Phillips 66 branded stations,
pursuant to a branding and licensing agreement.

Jump Oil Company filed a Chapter 11 petition (Bankr. E.D.Mo.) on
Feb. 14, 2013, in St. Louis, Missouri to sell its gas stations
pursuant to 11 U.S.C. Sec. 363.  The Debtor disclosed $17,603,456
in assets and $26,276,060 in liabilities as of the Chapter 11
filing.

The Debtor has tapped Goldstein & Pressman, P.C. as counsel; HNWC
as financial consultants; Matrix Private Equities, Inc. as
financial advisor; Mariea Sigmund & Browning, LLC as special
counsel; and Wolff & Taylor, PC as accountants.

The Debtor's combined indebtedness as of the Petition Date, both
secured and unsecured, is $22.5 million.  Colonial Pacific Leasing
Station is owed $17.9 million secured by a perfected security
interest and liens 37 of the gas stations.  CRE Venture 2011-1,
LLC is owed $716,000 allegedly secured by three of the Debtor's
sites.  Lindell Bank is owed $347,000 allegedly secured by
interest in two of the Debtor's sites.


JUNIPER GENERATION: Fitch Affirms BB+ Rating on $206MM Sec. Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed Juniper Generation, LLC's $206 million
($12.48 outstanding) senior secured notes due 2014 at 'BB+'. The
Rating Outlook is revised to Stable from Positive. The return to a
Stable Outlook is based upon Fitch's view that Juniper will meet
its last 18 months of debt service payments despite an environment
of low-power prices and a recent history of extended forced
outages.

Key Rating Drivers

-- Revenue Risk: Revenues are fully contracted with capacity and
   energy payments from an investment grade utility offtaker.
   Exposure to fluctuations in power pricing is mitigated by
   established heat rates that factor in market prices under the
   short run avoided cost (SRAC) formula through the project's
   debt maturity in 2014. The project, however, remains exposed
   to fluctuations in gas prices, which also factor in market
   power prices. Amid an environment of continuing low gas prices,
   dispatch can be reduced to minimize negative margins.
   Revenue Risk: Weaker

-- Operating Risk: Operating performance has historically been
   stable, though some of the plants experienced intermittent
   extended forced outages from 2011 through April 2013. Decline
   in portfolio diversification exacerbates the project's exposure
   to event risks such as forced outages. The declining debt
   profile, however, accommodates fewer assets remaining in the
   portfolio. Operating: Risk Midrange

-- Supply Risk: Expiration of the Bear Mountain gas supply
   agreement in October 2012 is not a rating constraint as the
   plant is able to secure adequate fuel supply at market price.
   Supply Risk: Midrange

-- Financial Results and Debt Structure: The 2012 senior debt
   service coverage ratio (DSCR) improved to 1.58x from 1.48x in
   2011, though it is lower than the historical average of 1.71x
   since 2007. A slow rebound in gas prices suggests continuation
   of low power prices in the near term. As a result, Fitch
   projects base case DSCRs of 1.49x and 1.26x in 2013 and 2014,
   respectively. Under Fitch's rating case financial scenario of
   increased costs and reduced power prices, DSCRS are projected
   to be 1.44x in 2013 and 1.23x in 2014. Though the 2014 DSCR is
   low for the current rating level, debt repayment is bolstered
   by the project's liquidity and debt is scheduled to be paid in
   full by December 2014. Debt Structure: Midrange

Rating Sensitivities

-- Weakened Operations: An extended forced outage for the Bear
   Mountain plant that reduces capacity payments and materially
   erodes the project's cash flow could trigger a downgrade.

Security

The senior notes are secured by a first-priority security interest
in Juniper's equity interests. The collateral comprises all of
Juniper's accounts and assets, including the assets of the wholly
owned projects, until the scheduled expiration of their respective
power purchase agreements (PPAs). Upon the expiry of each
facility's PPA, the facility and the relevant equity interest are
removed from the collateral package, and the cash flows associated
with that facility will no longer be available to pay debt
service.

Credit Update

Of the nine assets that originally formed the Juniper Generation
portfolio, only Bear Mountain and Corona remain. As expected,
individual plants have been removed from the note's collateral as
their respective PPAs expired. These projects no longer contribute
equity distributions to service Juniper's debt obligations.
Favorably, the declining debt service accommodates the decline in
the number of assets in the portfolio to adequately meet debt
obligations. Support for Juniper's debt is also derived from
equity distributions from the WCAC operating company, which
provides operations and maintenance services to Juniper's assets.

Juniper Generation has a history of stable operating performance,
though output declined in recent years due to reduced dispatch
amid low power prices and forced outages at some of the facilities
in Juniper's portfolio. Total 2012 generation declined
approximately 26% compared to 2011 and declined 33% in comparison
to 2010. Bear Mountain, the largest of the two assets remaining in
the portfolio, experienced declining performance as reflected in a
2012 capacity factor of 53% from 76% in 2011 and 99% in 2010.
Plant availability in 2012 was low at approximately 53% as well.
Despite the outage, management reports that Juniper earned its
full capacity payment in 2012, as its units were available during
periods required by the offtaker. The installation of a new
turbine in April 2013, scheduled replacement of the gas generator
in late 2013 and access to spare engines are expected to stabilize
Bear Mountain's operations. However, the 18-year old Bear Mountain
plant remains exposed to the potential for future forced outages,
which could erode cash flow.

Fitch's rating case financial analysis is based upon a forecast of
continued low gas prices, which currently average less than
$4/mmbtu through 2014. Fitch's analysis also includes low power
prices, increased operating expenses, and heat rates under Option
A as defined by the SRAC settlement. For the Bear Mountain
facility 2013 generation output is forecast to be lower than
historical levels to minimize the potential for negative margins
from low power prices. Bear Mountain is still expected to earn
full capacity payments, which substantially mitigate the impact of
potentially reduced energy revenues. The Corona facility is not
expected to provide distributions material to the project's
overall financial performance. Bolstering the project's prospects
for senior debt repayment, the project has reserves backed by
letters of credit of approximately $9 million in the form of a
debt service reserve and working capital funds.

Juniper is a special purpose company created solely to issue the
secured notes and hold a portfolio of equity interests in nine
gas-fired cogeneration plants and two service companies. The
facilities, located in southern California, sell energy and
capacity to Pacific Gas and Electric (PG&E; Issuer Default Rating
[IDR] 'BBB+' with a Stable Outlook) and Southern California Edison
(SCE; IDR 'A-' with a Stable Outlook) under PPAs expiring through
2018. There is no debt at the individual project level.


KEMET CORP: Stockholders Elect Two Directors
--------------------------------------------
KEMET Corporation held its annual meeting of stockholders on
July 25, 2013, at which the stockholders:

   (1) elected Jacob Kotzubei and Robert G. Paul as directors
       to serve three-year terms to expire in 2016;

   (2) ratified the appointment of Ernst & Young LLP as the
       Company's independent registered public accounting firm for
       the fiscal year ending March 31, 2014; and

   (3) approved, on an advisory basis, the compensation paid to
       the Company's named executive officers.

                            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."

The Company's balance sheet at March 31, 2013, showed $911.59
million in total assets, $634.67 million in total liabilities and
$276.91 million in total stockholders' equity.

                            *     *     *

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.


LEE BRICK: Chapter 11 Plan Declared Effective
---------------------------------------------
Gregory B. Crampton, Esq., at Nicholls & Crampton, P.A., for Lee
Brick & Tile Company, filed a First Chapter 11 Post Confirmation
Report for the Second Quarter of 2013 pursuant to the order
confirming the Debtor's plan.  He disclosed that the Effective
Date of the Amended and Restated Plan of Reorganization occurred
on July 16, 2013.

The Court on July 1 entered an amended order confirming the
Amended Plan dated April 16, 2013.

According to the report, the estimated date on which the final
report and motion for final decree can be filed is Dec. 31, 2013.

On June 12, the Court entered an order confirming the Amended and
Restated Plan of Reorganization dated April 10.  At the
Confirmation hearing held on May 28, the Debtor announced in open
court certain Plan modifications, which modifications, according
to Court's findings, do not adversely change the treatment of the
claim of any creditor or the interest of any equity security
holder who has previously accepted the Plan before the
Modifications.

A copy of the order confirming the Plan is available at:

           http://bankrupt.com/misc/leebrick.doc310.pdf

The Bankruptcy Court conditionally approved the Amended Disclosure
Statement on April 24, 2013.  The Debtor's Plan groups claims into
11 classes of creditors.  The first three classes relate to costs
of administration and priority claims under the Bankruptcy Code,
and the treatment of each is governed by specific provisions of
the Bankruptcy Code.  Classes 4 through 8 relate to classes that
are treated as secured creditor classes.  Class 9 relates to the
Unsecured Deficiency Claim of Capital Bank.  Class 10 relates to
allowed unsecured creditor claims while Class 11 relates to
Shareholder Interests.

Payments provided under the terms of the Plan will be made from
those monies remaining after satisfaction of Class 1, Class 2, and
Class 3, and after debt service payments as otherwise provided in
the Plan, and after payment of normal operating expenses and
retention of sufficient operating reserve of the Reorganized
Debtor, derived from these sources:

   (i) the Debtor's Cash on Hand at Effective Date;

  (ii) net sale proceeds from any other Retained Assets designated
       for sale as provided in the terms of the Plan;

(iii) revenues from the business operations of the Reorganized
       Debtor;

  (iv) net proceeds from the Debtor's collection of accounts
       receivable and tax refunds, if any;

   (v) net proceeds from recoveries of Designated Litigation, if
       any, and

  (vi) voluntary capital contributions from shareholders or loans
       from a shareholder(s) made on a basis subordinate to the
       interests of Class 4, 5, 6, 7, 8, 9, and 10 allowed claims.

                          About Lee Brick

Sanford, North Carolina-based Lee Brick & Tile Company filed a
bare-bones Chapter 11 petition (Bankr. E.D.N.C. Case No. 12-04463)
on June 15, 2012, in Wilson on June 15, 2012.

Lee Brick -- http://www.leebrick.com/-- began its operations in
1951 after Hugh Perry and 10 local businessmen from Lee County
decided three years prior to invest in the business of
brickmaking.  In the late 1950's Hugh Perry bought out the
investing partners, making Lee Brick a solely owned and operated
family company.  Hugh Perry named his son Frank president in 1970,
which he served until 1999 and currently serves as CEO.  Since
1999 Don Perry succeeded his father and serves as the company's
president.  Frank Perry, along with his sons Don and Gil, and
brother-in-law JR (rad) Holton have helped guide the family
business through revolutionary changes in brick manufacturing that
few people in the ceramic industry could have ever anticipated.

Judge Randy D. Doub presides over the case.  Kevin L. Sink, Esq.,
at Nicholls & Crampton, P.A., serves as the Debtor's counsel.  The
petition was signed by Don W. Perry, president.

The Debtor, in its amended schedules, disclosed $27,851,968 in
assets and $14,136,003 in liabilities as of the Chapter 11 filing.
In the original schedules, the Debtor scheduled $27,851,968 in
assets and $14,135,140 in liabilities.  Lender Capital Bank is
owed $13.0 million, of which $6.5 million is secured.


LIBERACE FOUNDATION: Hires Marquis Aurbach as Special Counsel
-------------------------------------------------------------
Liberace Foundation for the Creative and Performing Arts asks the
U.S. Bankruptcy Court for permission to employ Marquis Aurbach and
Coffing, LLP as special counsel related to Liberace's intellectual
property, including defending matters related to the intellectual
property.

The Debtor has agreed to pay the firm's Jamie Frost,, Esq., at
$210 per hour for post-petition services rendered beginning
June 19, 2013, plus costs advance by the firm.  The Debtor has
agreed to pay Nick Crosby, Esq., $325 per hour for post-petition
services rendered beginning June 19 plus costs advanced by the
firm.

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

Hearing on the Debtor's request is set for Aug. 14, 2013 at 9:30
a.m. at MKN-Courtroom 2, Foley Federal Bldg.

Attorney for the Debtor can be reached at:

         Nedda Ghandi, Esq.
         Ghandi Law Offices
         601 S 6th Street
         Las Vegas, NV 89101
         Telephone: (702) 878-1115
         Fax: (702) 447-9995
         E-mail: nedda@ghandilaw.com

                    About Liberace Foundation

Founded in 1976, the Liberace Foundation for the Creative and
Performing Arts -- http://www.liberace.org/-- helps students in
Southern Nevada pursue careers in the performing and creative arts
through scholarship assistance and artistic exposure.  The
foundation has awarded more than 2,700 students with scholarships.
It owns the Liberace Museum Collection at 1775 E. Tropicana, in
Las Vegas.  The Liberace Museum, which has exhibited the jewelry,
pianos, garish gowns and other artifacts owned by the great
pianist and showman, was opened in 1979.  The property is valued
at $13 million.  The secured creditor, U.S. Bank N.A., is owed
$1.269 million.

Liberace Foundation filed a Chapter 11 petition (Bankr. D. Nev.
Case No. 12-22004) in Las Vegas on Oct. 24, 2012, estimating
$10 million to $50 million in both assets and liabilities.

Bankruptcy Judge Mike K. Nakagawa presides over the case.  The
Ghandi Law Offices serves as the Debtor's counsel.  Brownstein
Hyatt Farber Schreck, LLP serves as special counsel.  The petition
was signed by Anna Nateece, business manager.

No committee has been appointed or designated by the U.S. Trustee.


LIBERTY HARBOR: Plan Filing Exclusivity Extended Until Oct. 17
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey extended
Liberty Harbor Holding, LLC, et al.'s exclusive periods to file
and seek a confirmation of a Plan of Reorganization until Oct. 17,
2013, and Dec. 16, 2013.

                       About Liberty Harbor

Jersey City, New Jersey-based Liberty Harbor Holding, LLC, along
with two affiliates, sought Chapter 11 protection (Bankr. D.N.J.
Lead Case No. 12-19958) in Newark on April 17, 2012.  Each of the
Debtors is solely owned by Peter Mocco.

Liberty, as of April 16, 2012, had total assets of $350.08
million, comprising of $350 million of land, $75,000 in accounts
receivable and $458 cash.  The Debtor says that it has
$3.62 million of debt, consisting of accounts payable of $73,500
and unsecured non-priority claims of $3,540,000.  The Debtor's
real property consists of Block 60, Jersey City, NJ 100% ownership
Lots 60, 70, 69.26, 61, 62, 63, 64, 65, 25H, 26A, 26B, 27B, 27D.
Affiliates that filed separate petitions are: Liberty Harbor II
Urban Renewal Co., LLC (Case No. 12-19961) and Liberty Harbor
North, Inc. (Case No. 12-19964).  The three cases are
administratively consolidated.

Judge Novalyn L. Winfield presides over the case.  Wasserman,
Jurista & Stolz, P.C. serves as insolvency counsel and Scarpone &
Vargo serves as special litigation counsel.  The petition was
signed by Peter Mocco, managing member.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed three
creditors to the Official Committee of Unsecured Creditors in the
Chapter 11 cases of the Debtor.


LIFE UNIFORM: Sold to Scrubs & Beyond for $22.6 Million
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Life Uniform and Uniform City received court
authority on July 26 to sell the business for $22.6 million to
Scrubs & Beyond LLC.  There were no competing bids, so an auction
wasn't held.

                         About Life Uniform

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

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

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

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

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

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

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


LIFEPOINT HOSPITALS: Moody's Affirms 'Ba2' Corp. Family Rating
--------------------------------------------------------------
Moody's Investors Service downgraded the Speculative Grade
Liquidity Rating of LifePoint Hospitals, Inc. to SGL-3 from SGL-1.
Moody's also affirmed LifePoint's existing ratings, including the
Ba2 Corporate Family Rating and Ba2-PD Probability of Default
Rating. The outlook for the ratings remains stable.

The downgrade of the Speculative Grade Liquidity Rating to SGL-3
reflects Moody's expectation that the company's liquidity will
remain adequate but will be stressed by the upcoming maturity of
$575 million of convertible senior subordinated notes in May 2014
if the notes are not be refinanced before that time. Moody's SGL
ratings do not presume capital market access to refinance debt
maturities. Should LifePoint refinance the notes prior to their
maturity, Moody's will likely upgrade the SGL rating to reflect
the elimination of the upcoming cash requirement. However, a
change in the capital structure resulting from a repayment of the
subordinated debt with either additional senior secured or
unsecured debt could result in a downgrade of the current
instrument ratings on those classes of rated debt.

Following is a summary of Moody's rating actions.

Rating downgraded:

  Speculative Grade Liquidity Rating, to SGL-3 from SGL-1

Ratings affirmed / LGD assessments revised:

  Senior secured revolving credit facility expiring 2017, at Ba1
  (LGD 3, 35%) from Ba1 (LGD 3, 36%)

  Senior secured term loan A due 2017, at Ba1 (LGD 3, 35%) from
  Ba1 (LGD 3, 36%)

  Senior secured term loan B due 2017, at Ba1 (LGD 3, 35%) from
  Ba1 (LGD 3, 36%)

  6.625% senior unsecured notes due 2020, at Ba1 (LGD 3, 35%)
  from Ba1 (LGD 3, 36%)

  Corporate Family Rating, Ba2

  Probability of Default Rating, Ba2-PD

Ratings Rationale:

LifePoint's Ba2 Corporate Family Rating reflects Moody's
expectation that the company's operating performance will result
in strong interest coverage and cash flow coverage of debt.
Leverage is expected to remain moderate and could increase
modestly as the company pursues acquisitions and share repurchase
activity. The rating also incorporates Moody's expectation of a
difficult operating environment in the near term, characterized by
reimbursement pressures and weak volume trends, but improving in
2014 as provisions of the Affordable Care Act are implemented.

Given the expectation that leverage will not likely decline
meaningfully beyond current levels and could increase modestly,
Moody's does not expect an upgrade in the near term. However,
Moody's could upgrade the rating if the company grows earnings
through acquisitions that do not significantly disrupt operations
or require a material use of incremental debt, such that debt to
EBITDA is sustained at or below 3.0 times.

Moody's could downgrade the rating if it believes LifePoint's
financial policy is becoming more aggressive and it pursues debt
financed acquisitions or share repurchases or if the company
experiences operating challenges such that debt to EBITDA is
expected to approach and be sustained around 4.0 times.

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

Headquartered in Brentwood, Tennessee, LifePoint is a leading
operator of general acute care hospitals with operations
predominantly in non-urban communities. The company generated
revenue of approximately $3.5 billion net of the provision for
doubtful accounts in the twelve months ended June 30, 2013.


LORD & TAYLOR: Moody's Reviews 'B1' CFR for Possible Downgrade
--------------------------------------------------------------
Moody's Investors Service placed Lord & Taylor Holdings, LLC
ratings, including its B1 Corporate Family Rating, on review for
downgrade. The review for downgrade follows the announcement that
Lord & Taylor's parent company, Hudson's Bay Company, has agreed
to purchase Saks for $16 per share or a total transaction price of
approximately $2.9 billion in a transaction that will be largely
funded with debt.

The following ratings are placed on review for downgrade

Corporate Family Rating at B1

Probability of Default Rating at B1-PD

Senior secured bank facility at Ba3 (LGD 3, 37%)

Ratings Rationale:

The review for downgrade acknowledges Moody's concern that
Hudson's Bay's acquisition of Saks may result in an incremental
releveraging of Lord & Taylor should Hudson's Bay choose to use
Lord & Taylor as a vehicle to support the financing of the
transaction. This may prove to be detrimental for Lord & Taylor's
credit profile. The review for downgrade also reflects Hudson's
Bay's evaluation of the strategic alternatives to fully realize
the value of the combined companies real estate portfolio
including the potential to create a real estate investment trust.
A key underpinning of Lord & Taylor's existing B1 CFR has been the
sizable value of its real estate portfolio which is well above its
current level of debt.

The review for downgrade will focus on the capital structure being
put in place to finance the acquisition of Saks by Hudson's Bay
including at which legal entity the debt will be raised and the
potential support being provided from both the parent and Lord &
Taylor. The review for downgrade will also focus on the final
terms of the closing of the transaction. Should Lord & Taylor's
capital structure remain unchanged or should Lord & Taylor not
provide any support to the transaction, its ratings would likely
be affirmed.

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

Lord & Taylor Holdings LLC, headquartered in New York, NY,
operates 48 full line department stores, 3 outlet stores, 2 Lord &
Taylor Home specialty stores, and lord&taylor.com. The company is
predominantly located in the North Eastern United States. Lord &
Taylor's revenues are about $1.5 billion.

Lord & Taylor is wholly owned by Hudson's Bay Company. Currently,
about 18% of HBC's common shares are publically traded with the
remaining 82% owned by the Hudson's Bay Trading Company, L.P., a
private equity investment partnership. Hudson's Bay Company
operates 90 Hudson's Bay department stores and 69 Home Outfitters
stores in Canada. Revenues are about C$2.3 billion.


MAUI LAND: Posts $831,000 Net Income in June 30 Quarter
-------------------------------------------------------
Maui Land & Pineapple Company, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing 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 a year ago.

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 during the prior
year.

As of June 30, 2013, the Company had $57.48 million in total
assets, $92.18 million in total liabilities and a $34.70 million
stockholders' deficiency.

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

                        http://is.gd/fIjoh4

                 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.

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: Plan Confirmation Hearing on Sept. 10
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
several first day motions filed by Maxcom Telecomunicaciones,
S.A.B. de C.V.m, allowing it to, among other things, pay employees
and vendors.

The U.S. Bankruptcy Court's approval allows the Company to
maintain its day-to-day operations without disruption while
effectuating its previously announced comprehensive
recapitalization and debt restructuring.

Under the Chapter 11 plan of reorganization, Maxcom
will complete a recapitalization and debt restructuring that is
expected to significantly reduce Maxcom's debt service expense and
position Maxcom for growth with a US$45 million capital infusion.

A hearing to consider confirmation of the Plan is scheduled for
Sept. 10, 2013, at 2:00 p.m. (prevailing Eastern Time) in the U.S.
Bankruptcy Court.  Objections to the plan must be filed by
Sept. 3.

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

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

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

                            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.

The Company has engaged Lazard Freres & Co. LLC and its alliance
partner Alfaro, Davila y RĦos, 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.


MCCLATCHY CO: Former Yahoo! Executive Named to Board
----------------------------------------------------
The McClatchy Company has appointed Craig I. Forman to its board
of directors effective July 25, 2013.

In connection with his service as a director, Mr. Forman will
receive the Company's standard fees paid to outside directors.
Accordingly, Mr. Forman will receive a pro rata portion of the
$45,000 annual cash retainer for his service through the remaining
portion of the year ending at the Company's 2014 annual meeting of
stockholders.  In addition, on July 23, 2013, Mr. Forman received
a grant of 15,000 shares of Class A common stock under The
McClatchy Company 2012 Omnibus Incentive Plan.

Mr. Forman, 51, is a private investor and entrepreneur, a former
media, technology and telecommunications executive and former Wall
Street Journal bureau chief and foreign correspondent.  He has
held executive roles with Earthlink, Yahoo!, Time Warner,
Infoseek, and Dow Jones.

"I'm thrilled to welcome Craig to McClatchy's board of directors,"
said McClatchy Chairman Kevin S. McClatchy.  "As a top business
and technology executive for some prominent brands, Craig has much
to offer McClatchy's own digital evolution.  And as a former
journalist himself, he is keenly interested in helping to
perpetuate McClatchy's news mission."

Mr. Forman's last executive management role was with the Atlanta-
based internet services provider Earthlink in 2009, where he was
president of the company's $1 billion consumer access and audience
business.  He previously served as the vice president and general
manager for Yahoo's media and information divisions, overseeing
Yahoo! News, Yahoo! Sports and Yahoo! Finance.  Mr. Forman has led
internet and new media divisions at Time Warner, was the vice
president for product development and editor at the search engine
Infoseek, and was the director and editor of international
business information services for Dow Jones.

Since 2009, Mr. Forman has served as a director on a variety of
public and private company boards.  He is the executive chairman
of the board of Appia, Inc., a Durham, N.C., based mobile-
applications marketer and distributor.

Mr. Forman also serves on the boards of Coincident TV, LLC, a
video technology company; MotiveCast, Inc., a social media and
mobile gaming producer; Success Media, LLC, an online video
training company; and Yellow Media, Inc., a Canadian publisher of
print and digital business directories. Previously he served as
executive chairman of WHERE, Inc., a leading mobile-advertising
technology network acquired by eBay Inc. in 2011.

Mr. Forman began his career as foreign correspondent and editor
for The Wall Street Journal.  He worked as a deputy bureau chief
in The Wall Street Journal's London bureau and later served as
bureau chief in the newspaper's Tokyo bureau.  In London, he was
part of a Persian Gulf War team that finished as a finalist for
the 1991 Pulitzer Prize in International Reporting.

"I am delighted to join McClatchy's board of directors at this
time of challenge and opportunity in the media industry," Mr.
Forman said.  "This company has a profound tradition of
journalistic excellence and is pursuing its digital media
transition energetically.  I look forward to contributing to the
company's 156-year record of successfully serving its customers
and communities."

McClatchy President and CEO Pat Talamantes said, "Craig offers a
rich and varied blend of digital, business and media experience.
His recent board and professional work has focused on helping
companies successfully navigate and thrive in the digital
landscape.  We're looking forward to his contributions to
McClatchy."

Mr. Forman holds an undergraduate degree in public and
international affairs from Princeton University and earned a
master's degree in law from Yale University.

With the appointment of Forman, McClatchy's board of directors now
consists of 12 members, including three Class A directors and nine
Class B directors.

                    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.


MF GLOBAL: Reaches Settlement With JPMorgan Unit on Recovery
------------------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that MF Global Holdings Ltd. reached a
settlement giving it a share of JPMorgan Chase & Co.'s recovery on
a $60 million claim against the holding company's brokerage.

According to the report, under a prior settlement with the
brokerage, MF Global Inc., JPMorgan agreed to hand over $100
million in customer property and in return received the $60
million unsecured claim.  As part of a new settlement, JPMorgan
will give a percentage of its recovery on the claim to the holding
company, according to court papers filed July 24.

The report notes that the settlement avoids the delay and expense
of lawsuits, and resolves disputes over transfers of customer
property made during the final week before MF Global sought
bankruptcy.  If JPMorgan recovers less than $10 million on its
claim, the holding company will get 10 percent, according to court
papers.  The percentage rises with the recovery amount, with each
dollar over $50 million going to MF Global Holdings.  JPMorgan's
settlements with the brokerage have so far resulted in a total of
$1 billion being made available to distribute to former customers,
according to the filing.

The report discloses that a hearing to seek approval of the
holding company settlement is set for Aug. 22.  JPMorgan's prior
settlement with the brokerage already has court approval.  MF
Global Holdings, once run by former New Jersey Governor and ex-
Goldman Sachs Group Inc. Co-Chairman Jon Corzine, filed for
bankruptcy in 2011 after a $6.3 billion trade on its own behalf on
bonds of some of Europe's most indebted nations.  Most MF Global
client funds were held in JPMorgan accounts, and the New York-
based bank was a key lender to the parent before it collapsed in
the eighth-largest U.S bankruptcy.

                          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.


MFM DELAWARE: Benesch Friedlander Approved as Committee's Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
case of MFM Industries, Inc., et al., to retain Benesch,
Friedlander, Coplan & Aronoff LLP as its counsel.

As reported in the Troubled Company Reporter on July 4, 2013,
Benesch Friedlander will render, among others, these professional
services:

   a. To assist and advise the Committee in its consultation with
      the Debtors relative to the administration of the cases;

   b. To assist and advise the Committee in its examination and
      analysis of the Debtors' affairs;

   c. To attend meetings and negotiate with the representatives of
      the Debtors and other parties in interest; and

   d. To assist the Committee in the review, analysis and
      negotiation of any sale of assets and/or plan and disclosure
      statement filed in the cases.

Michael J. Barrie, Esq., a member of Benesch Friedlander, tells
the Court that his firm has no interest adverse to the Committee.
The partners and associates of Benesch Friedlander also do not
have any connection with the Debtors, their creditors or any other
party in interest, or their respective attorneys.

Benesch Friedlander's current standard hourly rates are:

     Michael J. Barrie, Esq., Partner         $465
     Jennifer R. Hoover, Esq., Partner        $395
     Stephen M. Ferguson, Esq., Associate     $285
     Jennifer E. Smith, Esq., Associate       $295
     Elizabeth Hein, Paralegal                $240

                       About MFM Industries

Cat litter maker MFM Delaware, Inc., and affiliate MFM Industries,
Inc., sought Chapter 11 protection (Bankr. D. Del. Case No.
13-11359 and 13-11360) on May 28, 2013.

Founded in 1964 as a clay-based absorbents supplier, MFM is
supplier of cat litter in the U.S.  The Company produces 100,000
tons of cat litter a year, representing 1 percent of the total
market.  Its private label market share is 20 percent.  The
company's cat litter products are comprised of a blend of fuller's
earth clay, sodium bentonite and scenting properties.   Clay is
supplied from a leased clay mine in Ocala, Florida, and is
transported five miles away to the company's manufacturing plant
in Reddick, Florida.  Direct Capital Partners, LLC, acquired a
majority stake in the Company in 1997.

Frederick B. Rosner, Esq. at Rossner Law Group LLC serves as the
Debtors' bankruptcy counsel, and Pharus Securities, LLC, serves as
investment banker.

The Official Committee of Unsecured Creditors is represented by
Michael J. Barrie, Esq., at Benesch, Friedlander, Coiplan &
Aronoff LLP as its counsel; and Gavin/Solmonese LLC as its
financial advisor.


MFM DELAWARE: Panel Can Hire Gavin/Solmonese as Financial Advisor
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
case of MFM Industries, Inc., et al., to retain Gavin/Salmonese
LLC as its financial advisor.

As reported in the Troubled Company Reporter on July 5, 2013, the
Gavin/Solmonese will provide, among others, these financial
advisory services:

   A) Reviewing and analyzing the businesses, management,
      operations, properties, financial condition and prospects of
      the Debtors;

   B) Reviewing and analyzing historical financial performance,
      and transactions between and among the Debtors, their
      creditors, affiliates and other entities;

   C) Reviewing the assumptions underlying the business plans and
      cash flow projections for the assets involved in any
      potential asset sale or plan of reorganization; and

   D) Determining the reasonableness of the projected performance
      of the Debtors, both historically and future.

Gavin/Solmonese attests it has no connection with, holds no
interest adverse to, the Debtors, their estates, their creditors,
or any party in interest in the cases, nor does the firm hold any
interest adverse to the interests of the Committee or Debtors'
creditors.

Gavin/Solmonese's professionals will charge at these hourly rates:

          Edward T. Gavin, CTP             $600
          Wayne P. Weitz                   $475
          Jeremy P. Valentin               $275

From time to time other Gavin/Solmonese professionals may be
involved in the cases as needed.  Their hourly rates range from
$250 to $650 per hour.

                       About MFM Industries

Cat litter maker MFM Delaware, Inc., and affiliate MFM Industries,
Inc., sought Chapter 11 protection (Bankr. D. Del. Case No.
13-11359 and 13-11360) on May 28, 2013.

Founded in 1964 as a clay-based absorbents supplier, MFM is
supplier of cat litter in the U.S.  The Company produces 100,000
tons of cat litter a year, representing 1 percent of the total
market.  Its private label market share is 20 percent.  The
company's cat litter products are comprised of a blend of fuller's
earth clay, sodium bentonite and scenting properties.   Clay is
supplied from a leased clay mine in Ocala, Florida, and is
transported five miles away to the company's manufacturing plant
in Reddick, Florida.  Direct Capital Partners, LLC, acquired a
majority stake in the Company in 1997.

Frederick B. Rosner, Esq. at Rossner Law Group LLC serves as the
Debtors' bankruptcy counsel, and Pharus Securities, LLC, serves as
investment banker.

The Official Committee of Unsecured Creditors is represented by
Michael J. Barrie, Esq. at Benesch, Friedlander, Coiplan & Aronoff
LLP as its counsel; and Gavin/Solmonese LLC as its financial
advisor.


MFM DELAWARE: Gregg Stewart Approved as Chief Financial Officer
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved an
agreement entered into between MFM Industries, Inc., et al., and
Rinnovo Management LLC authorizing the employment of Gregg Stewart
as interim chief financial Officer.

As reported in the Troubled Company Reporter on July 5, 2013, Mr.
Stewart is the sole employee of Rinnovo.  Mr. Stewart will perform
the ordinary course duties as the Debtors' interim CFO, until a
successor is appointed. Pursuant to the Rinnovo Agreement, Mr.
Stewart will provide the following services, among others, to the
Debtors:

   A. assist the Debtors in identifying, analyzing, and evaluating
      near term options for the Debtors, including performing a
      brief assessment of the Debtors to evaluate: (i) the
      viability of the Debtors' current business model, from both
      an operational and financial point of view; and (ii) the
      Debtors' current financial condition and determine what
      steps should be taken (operationally and financially) to
      improve business performance;

   B. assist management in the creation of a business plan;

   C. assist and/or negotiate directly with trade customers or
      creditors in an effort to identify solutions and maintain
      continued support throughout the bankruptcy process;

   D. assist management in identifying profit and cash improvement
      projects;

   E. assist in managing cash flow;

   F. assist the Debtors and their investment banker in a Section
      363 asset sale transaction; and

   G. provide financial support in the preparation of Schedules,
      Statement of Financial Affairs, and in responding to
      requests for information by the Committee and the United
      States Trustee.

Mr. Stewart attests that he and his firm are each a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The Debtors have agreed to compensate Rinnovo for Mr. Stewart's
professional services at the rate of $2,200 per day, billed in
quarter-day increments, plus reimbursement of normal, reasonable
out-of-pocket operating and travel expenses, which should
approximate $1,000 per week.  Rinnovo will also be eligible for a
management value enhancement bonus based on a successful outcome
of the assignment to be negotiated at a future date.  Under the
Rinnovo Agreement, the Debtors are required to pay Mr. Stewart an
advance deposit of $12,000, which is approximately one week's
wages and expenses.

Rinnovo may be reached at:

    Gregg F. Stewart
    President
    RINNOVO MANAGEMENT LLC
    3940 NE Sugarhill Ave
    Jensen Beach, FL 34957-3729 USA
    Tel: (772) 334-7346
    E-mail: gstewart@rinnovomanagement.com

                       About MFM Industries

Cat litter maker MFM Delaware, Inc., and affiliate MFM Industries,
Inc., sought Chapter 11 protection (Bankr. D. Del. Case No.
13-11359 and 13-11360) on May 28, 2013.

Founded in 1964 as a clay-based absorbents supplier, MFM is
supplier of cat litter in the U.S.  The Company produces 100,000
tons of cat litter a year, representing 1 percent of the total
market.  Its private label market share is 20 percent.  The
company's cat litter products are comprised of a blend of fuller's
earth clay, sodium bentonite and scenting properties.   Clay is
supplied from a leased clay mine in Ocala, Florida, and is
transported five miles away to the company's manufacturing plant
in Reddick, Florida.  Direct Capital Partners, LLC, acquired a
majority stake in the Company in 1997.

Frederick B. Rosner, Esq. at Rossner Law Group LLC serves as the
Debtors' bankruptcy counsel, and Pharus Securities, LLC, serves as
investment banker.

The Official Committee of Unsecured Creditors is represented by
Michael J. Barrie, Esq. at Benesch, Friedlander, Coiplan & Aronoff
LLP as its counsel; and Gavin/Solmonese LLC as its financial
advisor.


MGM DELAWARE: Pharus Securities Approved as Investment Banker
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
MFM Industries, Inc., et al., to employ Pharus Securities, LLC as
investment banker.

As reported in the Troubled Company Reporter on July 8, 2013,
Pharus will perform these services for or on behalf of the
Debtors:

   a. Analyzing and recommending a basic transaction strategy;

   b. Identifying potential buyers and developing a strategy for
      approaching such prospects; initiating and maintaining
      contact with prospective buyers;

   c. Assisting management in the preparation of materials and
      supporting analyses to present to potential buyers;

   d. Contacting or following-up with potential buyers to
      determine preliminary interest;

   e. Analyzing and advising on the offers received for the
      Debtors;

   f. Facilitating potential buyer due diligence, including
      conducting site visits, assisting in management
      presentations, organizing and maintaining a due diligence
      document room, and attending and supervising due diligence
      sessions;

   g. Assisting the Debtors in the selection of a "stalking horse"
      bidder, including negotiation of the key financial and other
      terms of such an offer;

   h. Assisting the Debtors in conducting an auction once the
      stalking horse bid is in place;

   i. If requested, providing testimony and/or other written
      support to the Bankruptcy Court in connection with the
      bankruptcy proceedings;

   j. Assisting in negotiations to reach an agreement in principle
      and/or definitive agreement; and

   k. Performing other financial advisory services customary for
      transactions of this nature.

Under the Engagement Letter, the Debtors have agreed to pay Pharus
the following fees:

     * Success Fee: Upon closing of a Transaction, the Debtors
will pay Pharus a fee equal to a percentage of the Gross Sale
Proceeds implied by the purchase price of the Debtors or other
part or parts of the Debtors as follows: 1.75% of Gross Sale
Proceeds up to $20.0 million; plus 2.75% of the incremental Gross
Sale Proceeds in excess of $20.0 million.  Pharus will be entitled
to the Success Fee upon consummation of a Transaction, during the
term of the Engagement Letter or, subject to certain conditions,
within 6 months after the effective date of termination of the
Engagement Letter.

     * Payment if No Success Fee is Due: In the event that no
Success Fee is due and payable to Pharus under the Engagement
Letter, Pharus will be entitled to a retainer fee in the amount of
$12,500 for each full month that Pharus is engaged by the Debtors.
The aggregate Retainer Fee payments received by Pharus will in no
event exceed $62,500.  The Retainer Fees will be due and payable
upon the earlier of: (i) the closing of any sale of substantially
all of the Debtors' assets that does not trigger payment of a
Success Fee; (ii) five business days after the effective date of
the Debtors' plan of reorganization (which plan does not trigger
payment of a Success Fee); or (iii) conversion of the Debtors'
cases to one under Chapter 7 of the Bankruptcy Code (provided that
no Success Fee is due at the time of, or has been paid prior to,
conversion).

To the best of the Debtors' knowledge, the managing directors,
senior directors, directors, vice presidents, senior associates,
associates, analysts, and administration of Pharus: (a) do not
have any connection with the Debtors or their affiliates, their
creditors, the U.S. Trustee, or any person employed in the office
of the U.S. Trustee, or any other party in interest, or their
respective attorneys and accountants, (b) are "disinterested
persons," as that term is defined in Section 101(14) of the
Bankruptcy Code, and (c) do not hold or represent any interest
adverse to the Debtors' estates.

                       About MFM Industries

Cat litter maker MFM Delaware, Inc., and affiliate MFM Industries,
Inc., sought Chapter 11 protection (Bankr. D. Del. Case No.
13-11359 and 13-11360) on May 28, 2013.

Founded in 1964 as a clay-based absorbents supplier, MFM is
supplier of cat litter in the U.S.  The Company produces 100,000
tons of cat litter a year, representing 1 percent of the total
market.  Its private label market share is 20 percent.  The
company's cat litter products are comprised of a blend of fuller's
earth clay, sodium bentonite and scenting properties.   Clay is
supplied from a leased clay mine in Ocala, Florida, and is
transported five miles away to the company's manufacturing plant
in Reddick, Florida.  Direct Capital Partners, LLC, acquired a
majority stake in the Company in 1997.

Frederick B. Rosner, Esq. at Rossner Law Group LLC serves as the
Debtors' bankruptcy counsel, and Pharus Securities, LLC, serves as
investment banker.

The Official Committee of Unsecured Creditors is represented by
Michael J. Barrie, Esq. at Benesch, Friedlander, Coiplan & Aronoff
LLP as its counsel; and Gavin/Solmonese LLC as its financial
advisor.


MI PUEBLO SAN JOSE: Sec. 341 Meeting of Creditors on Aug. 28
------------------------------------------------------------
There's a meeting of creditors of Mi Pueblo San Jose, Inc., on
Aug. 28, 2013, at 9:30 a.m. at San Jose Room 268.

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

Proofs of claim are due by Nov. 26, 2013.

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No. 13-53893) in San Jose, California on July 22, 2013.
Heinz Binder, Esq., and Robert G. Harris, Esq., at Law Offices of
Binder and Malter, in Santa Clara, California, serve as counsel.


MPG OFFICE: Amends 2012 Annual Report to Re-File Exhibit
--------------------------------------------------------
MPG Office Trust, Inc., has amended its annual report on Form 10-K
for the year ended Dec. 31, 2012, originally filed with the U.S.
Securities and Exchange Commission on March 18, 2013, in order to
re-file Exhibit 10.48 to include documents related to this exhibit
that were not previously filed.  A copy of the Amended Form 10-K
is available for free at http://is.gd/Z7eOS6

                       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 SEC 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."


MULTI PACKAGING: Moody's Assigns 'B2' CFR, Outlook Stable
---------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and a B2-PD Probability of Default Rating to Multi Packaging
Solutions, Inc. (New) ("MPS", initially "Mustang Merger Corp") on
its proposed $640 million leveraged buyout. Moody's also assigned
Ba3 ratings to the $278 million proposed senior secured term loan
and $50 million revolver, as well as a Caa1 rating to the $200
million proposed senior unsecured notes. The rating outlook is
stable.

Proceeds from the new debt, $22 million of rolled foreign debt and
$160 million equity contribution will fund MPS' buyout by Madison
Dearborn Partners from current owner Irving Place Capital, and
refinance existing debt.

The transaction will raise leverage to the upper-5 times range (as
of LTM ended March 2013), which is high for the B2 ratings
category. However, Moody's expects that low-single-digit organic
earnings growth and mandatory principal repayments will reduce
debt/EBITDA to the mid-5 times range for the fiscal year ending
June 2014. Importantly, the B2 rating also considers the company's
stable end markets and successful track record of organic and
acquisition-driven growth in the intensely competitive paper
packaging industry.

Assignments:

Issuer: Multi Packaging Solutions, Inc. (New)

  Corporate Family Rating of B2

  Probability of Default Rating of B2-PD

  Proposed $50 million senior secured revolving credit facility
  due 2018 at Ba3 (LGD3, 31%)

  Proposed $278 million senior secured term loan due 2020 at Ba3
  (LGD3, 31%)

  Proposed $200 million senior unsecured notes at Caa1 (LGD5,
  84%)

  Stable rating outlook

The ratings are contingent upon the receipt and review of final
documentation.

All ratings of predecessor John Henry Holdings, Inc., including
its B2 CFR and ratings on existing bank debt, will be withdrawn
upon completion of the proposed transaction and repayment of
existing debt.

Ratings Rationale:

The B2 Corporate Family Rating reflects MPS' operations in the
intensely competitive paper packaging industry, relatively high
leverage in the upper-5 times range (Moody's-adjusted debt/EBITDA
pro-forma for the 2013 LBO), acquisitive growth strategy, and
relatively small scale. At the same time, the rating considers
favorably the company's relatively recession-resistant end
markets, track record of organic growth and successful integration
of acquired businesses, long-term customer relationships, and good
liquidity.

The Ba3 ratings on the proposed senior secured term loan and
revolver reflect their first priority lien on substantially all US
assets, a pledge of 65% of the voting stock of all material
foreign subsidiaries, and upstream guarantees by all existing and
future domestic wholly owned subsidiaries. The ratings also
benefit from the loss absorption provided by the $200 million
senior unsecured notes. However, the Ba3 instrument ratings could
be downgraded if the company incurs material additional senior
secured debt, as allowed under the proposed credit agreement,
thereby reducing the support provided by the unsecured debt.

The Caa1 ratings on the senior unsecured notes reflect their
subordinated position in the capital structure and the same
guarantees as the senior secured facilities.

The stable rating outlook incorporates Moody's expectations that
MPS will generate low-single digit earnings growth and solid free
cash flow in the near term and that Moody's adjusted leverage will
decline to 5.5 times debt/EBITDA by the end of the fiscal year
ending June 30, 2014.

The ratings could be downgraded if liquidity deteriorates,
profitability declines or management increases debt levels such
that leverage is sustained above 5.5 times debt/EBITDA or interest
coverage falls below 1.5 times (EBITDA-CapEx)/interest expense.

The ratings could be upgraded if Moody's comes to expect the
company to maintain leverage below 4 times, interest coverage
above 2 times, a more conservative financial philosophy, and good
liquidity.

The principal methodology used in this rating was the Global Paper
and Forest Products Industry published in September 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.

Multi Packaging Solutions, Inc. (New) ("MPS", initially "Mustang
Merger Corp") is a print and packaging company serving the
consumer, healthcare and multimedia end markets. The company
manufactures products such as folding cartons, blister cards,
labels, inserts/outserts and pixie tags. Headquartered in New
York, NY, the company will be controlled by Madison Dearborn
Partners, Inc. following its planned buyout from Irving Place
Capital. MPS reported revenues of approximately $579 million for
the fiscal year ended June 30, 2013.


MULTI PACKAGING: S&P Affirms 'B' CCR & Rates $50MM Facility 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Multi Packaging Solutions Inc. (MPS)
and its wholly owned subsidiary John Henry Holdings Inc.  The
outlook is stable.  S&P removed all ratings from CreditWatch,
where it had placed them on July 9, 2013 with negative
implications following the announcement that private equity firm
Madison Dearborn Partners had agreed to acquire MPS from equity
sponsor Irving Place Capital.  Terms of the transaction were not
disclosed at that time.

S&P assigned a 'B+' issue-level rating to the company's proposed
$50 million revolving credit facility and $280 million senior
secured term loan.  The recovery rating is '2', indicating S&P's
expectation for substantial (70% to 90%) recovery in the event of
a payment default.  S&P also assigned a 'CCC+' issue-level rating
to the proposed $200 million senior unsecured notes, with a
recovery rating of '6', indicating S&P's expectation of negligible
(0% to 10%) recovery in the event of a payment default.

The term loan, senior unsecured notes, and about $160 million in
equity from Madison Dearborn Partners and existing management will
fund the purchase of outstanding equity, pay off existing debt of
about $370 million, and fund transaction fees and expenses.

"Upon close of the transaction, we expect adjusted debt to EBITDA
to approach 6x, and the key ratio of funds from operations to
total adjusted debt of about 10%," said Standard & Poor's credit
analyst Daniel Krauss.  "Based on our scenario forecasts for
gradual earnings growth and modest debt reduction over the next
year," he added, "we expect that credit metrics will gradually
strengthen, with FFO to debt of above 10% and debt to EBITDA of
about 5.5x, in line with our expectations at the current rating."

S&P expects the company to continue to generate moderate free cash
flow and maintain adequate liquidity while balancing its growth
objectives.  Given the high level of leverage at close of the
transaction, private equity ownership and track record of growth
through acquisitions, S&P characterizes the company's financial
policies as "very aggressive."

The ratings on New York-based MPS reflects the company's
relatively narrow scope of operations, limited customer and
geographic diversity, and competition from larger and financially
stronger companies.  The relatively stable healthcare and consumer
end markets, benefits from the company's cost reduction
initiatives, and steady operating performance represent some key
credit strengths.  S&P characterizes MPS's business risk profile
as "weak" and its financial risk profile as "highly leveraged."

The outlook is stable.  S&P expects that continued growth in the
healthcare and consumer end markets will more than offset secular
declines in the media segment.  Based on Standard & Poor's outlook
for modest U.S. economic growth for the remainder of 2013 and
2014, S&P expects that EBITDA and free cash flow will continue to
gradually improve, enabling the company to maintain adequate
liquidity and credit metrics appropriate for the current rating.
S&P assumes that management and the new owners will be supportive
of credit quality and, therefore, have not factored into its
analysis any distributions to shareholders or meaningful debt-
funded acquisitions.

"Based on our downside scenario, we could lower the ratings if
free cash flow turns negative for an extended period of time,
causing liquidity to decline meaningfully.  This could occur if an
increasingly competitive environment caused EBITDA margins to drop
more than 200 basis points (bps) from our baseline expectations,
along with some moderate weakness in volumes.  At that point, we
would expect FFO to total debt to drop to about 8%.  We could also
lower the ratings if financial policy decisions or growth spending
result in debt leverage increasing to above 7x," S&P said.

"Based on our scenario forecasts, we could raise the ratings if
organic revenues grow by about 10%, combined with a 150 bps
improvement in EBITDA margins.  In this scenario, we would expect
that the ratio of FFO to total debt would increase to above 15%.
To consider a higher rating, we would also need further insight
into the company's very aggressive financial policies, including
the potential for large debt-funded acquisitions or dividends,"
S&P noted.


NATIONAL ENVELOPE: Can Employ Epiq Systems as Admin. Advisor
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
NE OPCO, Inc., et al., to employ Epiq Systems, Inc., as
administrative advisor for the Debtors, nunc pro tunc to the
Petition Date.

As reported in the TCR on June 21, 2013, as administrative
advisor, Epiq Systems will, among other things, gather data in
conjunction with the preparation of the schedules of assets and
liabilities, assist the Debtors in managing the claims
reconciliation and objection process, and provide balloting and
solicitation services.

The Debtors paid Epiq Systems a retainer of $15,000.

The Debtors earlier sought approval to employ Epiq Systems as
claims agent.

For its role as claims agent and administrative advisor, Epiq
Systems will charge the Debtors at these rates:

   Position                                  Hourly Rate
   --------                                  -----------
Clerical                                     $35 to $50
Case Manager                                 $60 to $95
IT/ Programming                              $80 to $150
Senior Case Manager                         $100 to $140
Consultant                                  $120 to $170
Senior Consultant                           $175 to $225
Senior Managing Consultant                  $230 to $270
Communication Counselor                     $250 to $295

For its noticing services, Epiq Systems will charge $50 per 1,000
e-mails, and $0.10 per page for facsimile noticing.  For database
maintenance, the firm will charge $0.10 per record per month, with
fees for the first three months waived.  For-online claim filing
services, Epiq Systems will charge $600 per 100 claims filed.  For
its solicitation and balloting services, Epiq Systems will charge
$325 per hour for work provided by the executive vice president
and the standard hourly rates for other associates.

                    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: Committee Retains Pachulski Stang as Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors of NE OPCO, Inc., et
al., asks the U.S. Bankruptcy Court for the District of Delaware
for authorization to retain Pachulski Stang Ziehl & Jones LLP as
counsel to the Committee, nunc pro tunc to June 21, 2013.

PSZJ will provide these services:

   a. Assisting, advising and representing the Committee in its
consultations with the Debtors regarding the administration of
these cases;

   b. Assisting, advising and representing the Committee with
respect to the Debtors' retention of professionals and advisors
with respect to the Debtors' business and these cases;

   c. Assisting, advising and representing the Committee in
analyzing the Debtors' assets and liabilities, investigating the
extent and validity of liens and participating in and reviewing
any proposed asset sales, any asset dispositions, financing
arrangements and cash collateral stipulations or proceedings;

   d. Assisting, advising and representing the Committee in any
manner relevant to reviewing and determining the Debtors' rights
and obligations under leases and other executory contracts;

   e. Assisting, advising and representing the Committee in
investigating the acts, conduct, assets, liabilities and financial
condition of the Debtors, the Debtors' operations and the
desirability of the continuance of any portion of those
operations, and any other matters relevant to the cases or to the
formulation of a plan;

   f. Assisting, advising and representing the Committee in
connection with any sale of the Debtors' assets;

   g. Assisting, advising and representing the Committee in its
participation in the negotiation, formulation, or objection to any
plan of liquidation or reorganization;

   h. Assisting, advising and representing the Committee in
understanding its powers and its duties under the Bankruptcy Code
and the Bankruptcy Rules and in performing other services as are
in the interests of those represented by the Committee;

   i. Assisting, advising and representing the Committee in the
evaluation of claims and on any litigation matters, including
avoidance actions; and

   j. Providing such other services to the Committee as may be
necessary in these cases.

The professionals and paralegals presently designated to represent
the Committee and their current standard hourly rates are:

          Laura Davis Jones       $975
          Robert J. Feinstein     $975
          Bradford J. Sandier     $750
          Shirley S. Cho          $695
          Peter J. Keane          $425
          Lynzy McGee             $295

Proposed counsel for the Committee can be reached at:

         Laura Davis Jones, Esq.
         Bradford J. Sandier, Esq.
         Robert J. Feinstein, Esq.
         Peter J. Keane, Esq.
         PACHULSKI STANG ZIEHL & JONES LLP
         919 North Market Street, 17 Ih Floor
         Wilmington, DE 19801
         Tel: (302) 652-4100
         Fax: (302) 652-4400
         E-mail: ljones@pszjlaw.com
                 bsandier@pszjiaw.com
                 rfeinstein@pszjlaw.com
                 pkeane@pszjiaw.com

                    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: RR Donnelley Wants Stay Relief to Permit Setoff
------------------------------------------------------------------
R.R. Donnelley & Sons Company asks the U.S. Bankruptcy Court for
the District of Delaware for entry of an order granting RRD relief
from the automatic stay in order to permit it to setoff certain
prepetition debts that RRD owes to Debtor NE OPCO, Inc., against
certain prepetition claims that RRD has against the Debtor.

According to papers filed with the Court, as of July 12, 2013, RRD
held a prepetition claim against the Debtor in the amount of
$2,251,099 for products and services sold to the Debtor under the
Master Purchase Agreement RRD and Debtor entered into as of
Oct. 17, 2012.  The Master Agreement specifically permits RRD to
setoff any claims that it may have under the Master Agreement
against any amounts that it may owe to the Debtor, according to
RRD.

RRD has also bought envelopes from the Debtor through a series of
purchase orders accepted by the Debtor on a prepetition basis.
RRD says that as of the Petition Date, it owed the Debtor
$1,981,441 for the purchase of envelopes from the Debtor.

Counsel for RRD may be reached at:

         Kathleen M. Miller, Esq.
         SMITH, KATZENSTEIN & JENKINS LLP
         The Corporate Plaza
         800 Delaware Avenue, Suite 1000
         P.O. Box 410
         Wilmington, DE 19899
         Tel: (302) 652-8400
         Fax: (302) 652-8405
         E-mail: kmiller@skjlaw.com

                   - and -

         Peter J. Roberts, Esq.
         SHAW FISHMAN GLANTZ & TOWBIN LLC
         321 North Clark St., Suite 800
         Chicago, IL 60654
         Tel: (312) 276-1322
         Fax: (312) 980-3888
         E-mail: proberts@shawfishman.com

                      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: Panel Seeks Clarification on Info Protocol
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of NE OPCO, Inc., et
al., asks the U.S. Bankruptcy Court for the District of Delaware
to enter an order pursuant to Sections 105(a), 107(b), and
1102(b)(3)(A) of Title 11 of the United States Code and Rule 9018
of the Federal Rules of Bankruptcy Procedure, clarifying the
requirement of the Committee to provide access to the Debtors'
confidential or privileged information to any creditor the
Committee represents.

The Committee proposes the following procedure to help ensure that
confidential, privileged, proprietary and/or material non-public
information will not be disseminated to the detriment of the
Debtors' estate and to aid the Committee in performing its
statutory function:

The Committee proposes to keep creditors informed as required by
the statute by directing them to the Committee's own web page at
www.pszjlaw.com/neopco.html to make non-confidential and non-
privileged information available to unsecured creditors, which
contains links to the Court's PACER website, posts relevant
pleadings, and provides creditors with the information necessary
to email or contact Committee counsel.

The Committee proposes that the Committee will not be required to
disseminate to any Entity (as defined in Section 101(15) of the
Bankruptcy Code): (i) without further order of the Court,
Confidential Information or (ii) Privileged Information.  In
addition, the Committee proposes that it not be required to
provide access to information or solicit comments from any Entity
that has not demonstrated to the satisfaction of the Committee, in
its sole discretion, or to the Court, that it holds claims of the
kind described in Section 1102(b)(3) of the Bankruptcy Code.

The Committee also proposes that any information received
(formally or informally) by the Committee from any Entity in
connection with an examination pursuant to Rule 2004 of the
Federal Rules of Bankruptcy Procedure or in connection with any
formal or informal discovery in any contested matter, adversary
proceeding or other litigation will not be governed by any order
entered with respect to this Motion but, rather, by any order
governing such discovery.

                  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.


NESBITT PORTLAND: Fine-Tunes Joint Consensual Plan
--------------------------------------------------
Nesbitt Portland Property, LLC, et al., and secured lender U.S.
Bank National Association filed with the U.S. Bankruptcy Court for
the U.S. Bankruptcy Court for the Central District of California a
First Amended Disclosure Statement for the Consensual Plan of
Reorganization proposed by Nesbitt, et al., and secured lender
U.S. Bank, N.A.

The hearing to consider the confirmation of the Consensual Joint
Plan will be held on Sept. 27, 2013, at 9:00 a.m.  Ballots and
objections must be received by Sept. 6, 2013.

The Plan calls for selling off seven Embassy Suites-branded hotels
and an eighth Texas hotel to new franchisors.  The hotels will be
put up for auction in an attempt to cover at least $193 million in
outstanding lender claims -- including a defaulted $187.5 million
loan plus interest.

After extensive negotiations, the Debtors, secured lender U.S.
Bank N.A., Windsor Capital Management, Inc., guarantor Nesbitt
Family Trust 3, LLC and Patrick Nesbitt, Sr., executed a Plan
Support Agreement in May 2013.  The Plan Support Agreement
provides for a comprehensive settlement of the disputes between
the parties and for a consensual Plan of which the Debtors and the
Secured Lender will be co-proponents.

With the exception of the secured lender claim, allowed insider
claims, and allowed intercompany claims, the Plan provides for the
payment in full of all allowed claims against the Debtors.
Holders of allowed insider claims, allowed intercompany claims,
and allowed interests will receive nothing under Plan.

U.S. Bank on account of its secured claim will receive, among
other things, cash from the proceeds of a hotel sale.
Holders of general unsecured claims will receive cash in an amount
equal to the amount of their allowed claims without interest on
the Effective Date.

A copy of the First Amended Disclosure Statement is available at:

          http://bankrupt.com/misc/nesbitt.doc398.pdf

The Joint Plan is an aggregation of eight separate plans for each
of the Debtors.

              About Nesbitt Portland Property et al.

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

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

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

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

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

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

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

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

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

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


NNN 3500: Motion to Reconsider Order Granting Stay Relief Denied
----------------------------------------------------------------
On July 18, 2013, the U.S. Bankruptcy Court for the Northern
District of Texas denied the motion of NNN 3500 Maple 26, LLC, to
alter or amend, or alternatively, for relief from the Court's May
20, 2013 order.  The Court's May 20 order denied CWCapital Asset
Management's motion to dismiss case but granted CWCapital Asset
Management's motion for relief from the automatic stay.

In the July 18 order, the Court said that the Debtor's First
Amended Plan of Reorganization filed on June 3, 2013, does not
resolve the issues discussed in the Court's order entered on
May 20, 2013.  First, there is no equity in the property.  Second,
there is no realistic chance the Amended Plan will be confirmed.
Therefore, the Motion for Reconsideration is denied.

                          About NNN 3500

NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for
Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 12-23718) on
Nov. 30, 2012.  Judge Scott C. Clarkson presided over the case.
In its schedules, the Debtor disclosed $45,563,241 in total assets
and $46,658,593 in total liabilities.

On Jan. 23, 2013, the Bankruptcy Court entered an order
transferring venue of the bankruptcy case to the U.S. Bankruptcy
Court for the Northern District Of Texas (Case No. 13-30402).
Judge Harlin DeWayne Hale presides over the case.

Darvy M. Cohan, Esq., with offices at La Jolla, Calif., and
Michelle V. Larson, Esq., at Andrews Kurth LLP, in Dallas,
represent the Debtor as counsel.


NORTHERN BEEF: Section 341(a) Meeting Scheduled for Sept. 4
-----------------------------------------------------------
A meeting of creditors in the bankruptcy case of Northern Beef
Packers Limited Partnership will be held on Sept. 4, 2013, at
1:30 p.m. at Rm 206-7, 115 SE 4th Ave, Aberdeen.  Creditors have
until Nov. 4, 2013, to submit their proof of claim.

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

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

Northern Beef Packers Limited Partnership filed a Chapter 11
petition (Bankr. D.S.D. Case No. 13-10118) on July 19, 2013.  The
Karl Wagner signed the petition as chief financial officer.  Judge
Charles L. Nail, Jr., presides over the case.  The Debtor
estimated assets of at least $50 million and debts of at least $10
million.  James M. Cremer, Esq., at Bantz, Gosch, & Cremer,
L.L.C., serves at the Debtor's counsel.


NUANCE COMMUNICATIONS: S&P Retains 'BB+' Rating to Sr. Facility
---------------------------------------------------------------
Standard & Poor's Ratings Services said that its 'BB+' issue-level
rating and '1' recovery rating on Nuance Communications Inc.'s
first-lien senior secured credit facility remain unchanged
following the company's plan to extend the maturity of the
existing revolver and term loan.

S&P's 'BB-' corporate credit rating on Nuance Communications is
also unchanged.  The outlook is stable.

The company seeks to extend the revolver maturity by about three
years to August 2018 from March 2015 and the term loan maturity by
about three years to August 2019 from March 2016.

"Our ratings on Nuance Communications reflect its "significant"
financial risk profile and "fair" business risk profile.  The
niche nature of the voice and language solutions market that the
company serves underpins our business risk assessment.  Our
financial risk assessment incorporates the company's acquisition
growth strategy and operating lease-adjusted total debt to EBITDA,
at 4.7x, which is high for a significant financial risk profile,
and is primarily a result of deferred revenue recognition from
recent acquisitions not allowed according to GAAP.  The company's
leading presence in the voice and language market, a significant
level of recurring revenues, and a diverse customer base serving
the financial services, telecommunications, health care, and
automotive end markets partially offset these factors," S&P said.

RATINGS LIST

Nuance Communications Inc.
Corporate Credit Rating                  BB-/Stable/--

Ratings Unchanged

Nuance Communications Inc.
Senior Secured
  $488M term loan due 2019               BB+
   Recovery Rating                       1
  $75M revolver due 2018                 BB+
   Recovery Rating                       1


OLDE PRAIRIE: 7th Circuit Dismisses CenterPoint Appeal
------------------------------------------------------
The United States Court of Appeals, Seventh Circuit, dismissed as
moot an appeal by CenterPoint Properties Trust from a February
2011 bankruptcy court order in Olde Prairie Block Owner, LLC's
Chapter 11 case that denied CenterPoint's request to:

     (1) amend the bankruptcy court's findings of fact in a
         September 2010 written ruling that enforced the
         automatic stay in the Debtor's case, and

     (2) have the bankruptcy court enforce the Sept. 17, 2010
         oral "stay" ruling.

According to CenterPoint, in the oral ruling, the court found that
Olde Prairie did not have a significant equity cushion in its
property.  CenterPoint argues that the bankruptcy court's oral
statement made during the Sept. 17 hearing (and later appended to
the nunc pro tunc Order) was a final and binding Order.
CenterPoint argued that the subsequent Written Ruling, which found
that Olde Prairie did have an equity cushion, violated
Fed.R.Civ.P. Rule 52.

Olde Prairie Block owns what appears to be a valuable piece of
real estate located at 230 and 330 E. Cermak Road in Chicago, near
McCormick Place.  Olde Prairie had planned to develop condominiums
on the site, but after the real estate bubble burst, the company
decided to develop a hotel complex on the property.

CenterPoint Properties Trust is a real estate investment company
owned by the California Public Employees Retirement System.  In
February 2008, Olde Prairie signed a one-year promissory note for
a $37,127,667.03 loan with CenterPoint and secured the loan with a
mortgage on the property.  Olde Prairie was unable to meet its
payment obligations and in February 2009, CenterPoint initiated a
foreclosure action in state court after Olde Prairie defaulted.
On May 18, 2010, shortly before the foreclosure sale was to begin,
Olde Prairie filed for Chapter 11 bankruptcy, automatically
staying the state court foreclosure action.

In the Written Ruling, the bankruptcy court concluded that Olde
Prairie had at least $33.15 million in equity in the property.
The bankruptcy court calculated this amount by determining that
the property was worth $81,150,000.  At the time that
determination was made, Olde Prairie owed approximately
$48,000,000 on the note, leaving it with an equity cushion of
$33,150,000 in the property.

During the bankruptcy case, Olde Prairie moved the bankruptcy
court to allow it to enter into a Debtor-In-Possession credit
agreement with an investment company.  Olde Prairie sought up to
an additional $4 million to pay real estate taxes and various
other expenses.  In exchange for the loan, Old Prairie offered a
"superpriority priming lien" on the property to secure the line of
credit.

CenterPoint contested Olde Prairie's motion, but the bankruptcy
court approved the DIP loans and issued an Expense Order allowing
Olde Prairie to borrow a little over $2 million from the company
in exchange for a superpriority priming lien on the property.

In early 2012, while CenterPoint's appeal was pending, CenterPoint
moved the bankruptcy court to dismiss the Chapter 11 case and lift
the stay on the state foreclosure action. The bankruptcy court did
so on April 17, 2012, and CenterPoint subsequently received a
judgment of foreclosure and sale of the property in state court on
August 13, 2012.  Just days before a scheduled foreclosure sale,
Olde Prairie filed a second Chapter 11 case, which again stayed
the sale.  This second Chapter 11 case was dismissed with
prejudice on Jan. 18, 2013.

According to the Seventh Circuit, in light of the fact that the
bankruptcy case underlying the appeal has been dismissed with
prejudice, CenterPoint's appeal is moot and is therefore
dismissed.

A copy of the Seventh Circuit's June 13, 2013 Order is available
at http://is.gd/gHV7IJfrom Leagle.com.

The Seventh Circuit panel consists of Circuit Judges Daniel A.
Manion, Michael S. Kanne, and John Daniel Tinder.

                   About Olde Prairie Block Owner

Olde Prairie Block Owner, LLC, filed a bare-bones Chapter 11
petition (Bankr. N.D. Ill. Case No. 12-37599) in Chicago in
September 2012, disclosing assets of $97 million in assets and
$80.6 million in liabilities in its schedules.  The Debtor owns
two properties: (i) the Old Prairie Property, a 53,575 square foot
parcel that has a building and a gravel paved lot at E. Cermak
Road in Chicago, and (ii) the Lakeside Property, a 159,960 square-
feet property that contains buildings in Chicago.

The Debtor said CenterPoint Properties Trust has a disputed claim
of $70.8 million, of which $63.3 million is secured.  JMB Capital
Partners is owed $3.4 million on account of DIP financing in a
previous Chapter 11 case.

Olde Prairie Block first sought chapter 11 protection (Bankr. N.D.
Ill. Case No. 10-22668) on May 18, 2010.  Two years later, the
bankruptcy judge in Chicago dismissed the case and granted
Centerpoint's motion to lift automatic stay to permit its state-
court foreclosure action to proceed.

In the prior case, the Debtor was represented by John Ruskusky,
Esq., George R. Mesires, Esq., and Patrick F. Ross, Esq., at
Ungaretti & Harris LLP, in Chicago.  Robert R. Benjamin, Esq., at
Golan & Christie, LLP, serves as counsel to the Debtor in the 2012
Chapter 11 case.

CenterPoint is represented in the 2012 case by David F. Heroy,
Esq., and Erin E. Broderick, Esq., at Baker & McKenzie LLP.

No creditor's committee has been appointed in the case.  No
trustee has been appointed.


ONCURE MEDICAL: Auction Scheduled for Aug. 19
---------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that OnCure Medical Corp. will sell the business to
Radiation Therapy Services Inc. unless a better bid turns up at an
auction on Aug. 19.  Competing bids are due Aug. 14.

According to the report, RTS is offering to buy the operation in a
transaction valued at $126.5 million.  The price includes $42.5
million in cash and the assumption of $82.5 million in debt.  The
sale will be completed through confirmation of a Chapter 11 plan.

The report notes that although RTS would take ownership when
Englewood, Colorado based OnCure emerges from Chapter 11 under a
court-approved plan, bidders can make offers with ownership being
conveyed from a sale rather than through plan confirmation.  The
bankruptcy court in Delaware approved auction procedures last
week.

The sale process is supported by all of the lenders and holders of
73 percent of the notes, according to a court filing.

                       About OnCure Holdings

Headquartered in Englewood, Colorado, OnCure Holdings, Inc. --
http://www.oncure.com/-- provides management services and
facilities to oncology physician groups throughout the country.

OnCure Holdings and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 13-11540 to 13-11562) in
Wilmington on June 14, 2013.  Bradford C. Burkett signed the
petition as CEO.

On the Petition Date, the Debtors disclosed total assets of
$179,327,000 and total debts of $250,379,000.  There's at least
$15 million owing on a first-lien term loan facility, as well as
$210 million on prepetition secured notes.

Paul E. Harner, Esq., and Keith A. Simon, Esq., at Latham &
Watkins LLP, in New York, serve as the Debtors' lead bankruptcy
counsel.  Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger P.A., in Wilmington, Delaware, serves as the Debtors' local
Delaware counsel.  Kurtzman Carson Consultants is the claims and
notice agent.  Match Point Partners LLC provides management
services to OnCure.

The Debtors have signed a deal to sell the business to Radiation
Therapy Services Holdings Inc. for $125 million, absent higher and
better offers. RTS's offer comprises $42.5 million in cash (plus
covering certain expenses and subject to certain working capital
adjustments) and up to $82.5 million in assumed debt.  Secured
noteholders are supporting the RTS deal.

Millstein & Co., Kirkland & Ellis LLP, Alvarez & Marsal and
Deloitte advised Radiation Therapy in connection with the
transaction.

Promptly before the bankruptcy filing, the Debtors entered into a
restructuring support agreement with the members of an ad hoc
committee of its secured notes, constituting 100% of the lenders
under the first lien term loan credit agreement and approximately
73% of the secured notes, pursuant to which they have agreed to
support a stand-alone restructuring of the Debtors, subject to an
auction process for a sale of substantially all of the Debtors'
assets or the equity of the reorganized Debtors pursuant to a
chapter 11 plan.


PACIFIC GOLD: Amends 2012 Annual Report
---------------------------------------
Pacific Gold Corp. has amended its annual report for the fiscal
year ended Dec. 31, 2012, to revise Items 11 and 12 Part III of
the original Annual Report and add certain exhibits to Item 15 of
Part IV of the Original Annual Report.  A copy of the Form 10-K/A
is available for free at http://is.gd/H627bi

                        About Pacific Gold

Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the
identification, acquisition, and development of prospects believed
to have gold mineralization.  Pacific Gold through its
subsidiaries currently owns claims, property and leases in Nevada
and Colorado.

Pacific Gold diclosed a net loss of $16.62 million in 2012, as
compared with a net loss of $1.38 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $1.42 million in total
assets, $4.63 million in total liabilities and a $3.20 million
total stockholders' deficit.

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, 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 losses from
operations, has negative working capital and is in need of
additional capital to grow its operations so that it can become
profitable.  These factors raise substantial doubt about the
Company's ability to continue as a going concern.


PARTY CITY: Moody's Reviews B2 Ratings for Possible Downgrade
-------------------------------------------------------------
Moody's Investors Service placed Party City Holdings Inc.'s B2
Corporate Family rating, B2-PD Probability of Default Rating and
B1 secured term loan rating on review for downgrade. At the same
time, Moody's assigned a Caa2 rating to the proposed $300 million
Senior PIK Toggle Notes due 2019 to be co-issued by PC NextCo
Holdings, LLC, Party City's newly formed parent company, and PC
Nextco Finance, Inc.

The company intends to use net proceeds of approximately $291
million to fund a dividend to shareholders. The assigned rating is
subject to review of final documentation. Upon completion of the
transaction and review for downgrade, Party City's Corporate
Family and Probability of Default Ratings will be moved to
Holdings.

The Proposed Notes will be senior, unsecured obligations of
Holdings, and will not be guaranteed by any of Holdings'
subsidiaries. Holdings is required to pay interest entirely in
cash so long as there is restricted payment capacity for upstream
dividends at the Party City level under the agreements governing
Party City's existing senior secured credit facilities and
existing senior unsecured notes.

Ratings assigned:

  PC NextCo Holdings, LLC and PC Nextco Finance, Inc. as co-
  borrowers:

    $300 million senior unsecured PIK toggle notes due 2019 at
    Caa2 (LGD 6, 94%)

Ratings placed on review for downgrade and LGD assessment subject
to change:

  Party City Holdings Inc.:

    Corporate Family Rating at B2

    Probability of Default Rating at B2-PD

    $1.12 billion senior secured term loan due 2019 at B1 (LGD 3,
    38%)

Ratings affirmed and LGD assessment subject to change:

  Party City Holdings Inc.:

    $700 million senior unsecured notes due 2020 at Caa1 (LGD 5,
    84%)

Ratings Rationale:

The review for downgrade was triggered by Party City's
announcement that it plans to increase consolidated debt to pay a
dividend to its shareholders. Should this transaction close,
consolidated leverage (Party City and Holdings combined) will
significantly increase from a level that is already very high for
the B2 rating. Moody's anticipates that pro forma lease adjusted
debt to EBITDA will increase to around 8.0 times for the twelve
month period ended March 31, 2013 before considering pro forma
synergies from recent acquisitions and other cost savings
initiatives. Despite having a track record of integrating
acquisitions and achieving cost savings, consolidated pro forma
debt to EBITDA will likely remain well above the previously-stated
6.5 times metric to remain B2.

Assuming the transaction closes on terms substantially as
indicated, Moody's expects to complete the review and to downgrade
Party City's Corporate Family Rating to B3 from B2, Probability of
Default Rating to B3-PD from B2-PD, and $1.12 billion senior
secured term loan to B2 from B1.

The assignment of a Caa2 rating to Holdings' proposed $300 million
Notes due 2019 assumes the completion of the transaction and is
based upon a one-notch downgrade of Party City's Corporate Family
and Probability of Default Ratings to B3 and B3-PD, respectively.
The Caa2 rating assigned to the proposed Notes reflects their
structural subordination to all existing liabilities at Party City
as they are located at a holding company and are not guaranteed by
the operating company.

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

Party City Holdings, Inc. is a designer, manufacturer, distributor
and retailer of party goods and related accessories. The company's
retail brands principally include Party City and Halloween City.
Total revenue exceeded $1.9 billion for the twelve month period
ended March 31, 2013. The company is majority owned by Thomas H.
Lee Partners, L.P.


PARTY CITY: S&P Revises Outlook to Neg. & Rates $300MM Notes CCC+
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on U.S.-
based Party City Holdings Inc. to negative from stable.  S& also
affirmed all existing ratings, including its 'B' corporate credit
rating.

At the same time, S&P assigned a 'CCC+' issue-level rating to
Party City's proposed $300 million senior unsecured PIK toggle
holdco notes due 2019, issued under Rule 144A without registration
rights.  The recovery rating for the notes is '6', indicating
S&P's expectations for negligible (0% to 10%) recovery in the
event of a payment default.  The notes will be co-issued by Party
City NextCo Holdings LLC and PC Nextco Finance Inc., parent
companies of Party City Holdings Inc.

"The outlook revision to negative reflects our belief that Party
City's credit metrics will weaken from the proposed $300 million
senior PIK toggle notes," said Standard & Poor's credit analyst
Stephanie Harter.

The 'B' corporate credit rating on Party City reflects Standard &
Poor's view of Party City's financial risk profile as "highly
leveraged" and its business risk profile as "weak."  Key credit
factors in S&P's assessment of Party City's business risk profile
include its narrow business focus, participation in the highly
competitive and fragmented party goods industry, and exposure to
higher or volatile raw material costs.  However, the company
benefits from a strong presence in the niche party goods industry
and the somewhat recession-resistant characteristics of its
products.

"Our assessment of Party City's financial risk profile is based on
its significant debt burden, very aggressive financial policy
(including debt-financed acquisitions and the proposed dividend),
and weak operating performance.  The company's credit protection
measures were already weak following the weaker-than-expected
Halloween season in 2012, which occurred during Superstorm Sandy.
The company's LBO in July 2012 coupled with this weak operating
performance left leverage at 8x for the 12 months ended March 30,
2013.  For the same period, we estimate the ratio of pro forma
total debt to adjusted EBITDA will be even weaker at 8.2x, while
the ratio of pro forma funds from operations (FFO) to total debt
will decline to about 5%, from 6% excluding the new notes," S&P
said.

S&P could consider revising the outlook to stable if the company's
operating performance improves above its expectations such that
leverage is below 8x for fiscal year-end 2013, while liquidity
remains adequate.


PATRIOT COAL: Mine Workers' Appeal Nears Conclusion
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Patriot Coal Corp. could know by the end of August
whether a district judge in St. Louis will uphold the late May
ruling by the bankruptcy judge allowing the coal producer to
modify union contracts and the guarantee of lifetime medical care
for retirees.

According to the report, U.S. Bankruptcy Judge Kathy A. Surratt-
States held a trial in late April and May, concluding with a 102-
page opinion that Patriot met each of the five requirements for
modifying labor contracts and retiree health benefits.  The United
Mine Workers union appealed.  The union filed its brief on July 2,
giving reasons why the bankruptcy judge was in error.  Patriot's
brief followed on July 26.  After the union files a reply brief on
Aug. 7, a decision could come down from U.S. District Judge Carol
E. Jackson.

The report notes that Patriot said the union's appeal is futile
because Jackson can't overturn findings of fact by Surratt-States
unless they were "clearly erroneous."  The company also said the
law doesn't require turning over "every shred of information" that
"does not now and did not ever exist."

The appeal is United Mine Workers of America v. Patriot Coal Corp.
(In re Patriot Coal Corp.), 13-01086, U.S. District Court, Eastern
District Missouri (St. Louis).

                        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: Knighthead, Aurelius to Backstop for Rights Offering
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Patriot Coal Corp. received formal court approval on
July 26 to pay as much as $2 million to Knighthead Capital
Management LLC and Aurelius Capital Management LP in fees and
expenses for negotiating a rights offering to buy hundreds of
millions of dollars of securities not purchased by other
creditors.

According to the report, objections from the U.S. Trustee were
resolved, and there were no other objections lodged with the U.S.
Bankruptcy Court in St. Louis.  Proceeds from a rights offering
would constitute some of the funds for emerging from bankruptcy.

The report notes that the two investors together have 54 percent
of Patriot's senior notes and about 10 percent of the convertible
notes, according to a court filing.  Papers filed by Patriot in
bankruptcy court in June didn't give details on the rights
offering or the reorganization plan.

                        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: 4th Amended Plan to Come Before Court Today
-------------------------------------------------------------
A Fourth Amended Joint Liquidation Plan filed by Penson Worldwide
Inc. and its affiliates on July 29, 2013, will come before Judge
Peter J. Walsh of the U. S. Bankruptcy Court for the District of
Delaware today, July 31, 2013, at 10:00 a.m. (prevailing Eastern
Time), for confirmation.

The central goal of the Plan is to promptly make distributions
from the liquidation of the Debtors' assets to the Debtors'
creditors in accordance with the order of priority set forth in
the Bankruptcy Code. The Plan contemplates, among other things,
payment in full in cash to holders of Allowed Administrative
Expense Claims, Professional Fee Claims, Priority Tax Claims, and
Non-Tax Priority Claims. Holders of Allowed Other Secured Claims
will receive either payment in full in cash or receipt of their
collateral.

To implement the Plan, the existing Board of Directors for each
corporate Debtor will be replaced with the Board of Managers of
PTL, a newly formed limited liability company to which all assets
of the Debtors will be conveyed and transferred. The Board of
Managers of PTL will be comprised of two members appointed by the
Second Lien Noteholders Committee, one member appointed by the
Convertible Noteholders Committee and one member appointed by the
Committee. Mr. Bryce B. Engel will be installed as the Chief
Officer of PTL and will be responsible for winding-up the affairs
of each Debtor.

The Plan effectuates mutual releases by and between the Debtors
and certain Released Parties, as well as by and among the non-
Debtor Released Parties, and provides for exculpation of certain
parties serving the Debtors' estates in fiduciary capacities
during the Chapter 11 Cases.

Since the Plan was solicited, the Debtors have modified certain
provisions of the Plan  -- either through the revised Plan or the
proposed Confirmation Order -- to make technical, non-material
changes and to address concerns filed or asserted by various
parties. These modifications include:

* The Debtors have revised Section 2.04 (Priority Tax Claims) of
   the Plan to (i) specify the frequency of payments of Allowed
   Priority Tax Claims, (ii) provide for accrual of post-petition
   interest on the Allowed Administrative Expense Claims and
   Allowed Priority Tax Claims of certain taxing authorities, and
   (iii) delete the provision about automatic disallowance of any
   Claims or demands for fines or penalties related to a Priority
   Tax Claim.

* The Debtors have revised Section 11.13 (Estimation of Claims;
   Certain Reserves) of the Plan to provide for establishment of
   reserves at the time of any Distribution based on the maximum
   amount asserted by any creditor, unless the Bankruptcy Court
   orders otherwise or the parties agree to a lesser amount.

* The Debtors have modified Section 14.03 (Term of Pre-
   Confirmation Injunctions or Stays) to provide that any stay or
   injunction with respect to Arbitration No. 12-02714 before the
   Financial Industry Regulatory Authority will be terminated as
   of the Effective Date.

* The Debtors have modified Section 14.05 (Injunction) of the
   Plan to provide that nothing contained therein will enjoin any
   suit, action or other proceeding against any customer of the
   Debtors, who is not a Released Party, regarding such customer's
   property.

* The Debtors have modified Section 17.07 (Books and Records) to
   indicate that the five-year period for the Debtors' retention
   of books and records may be extended upon reasonable request of
   a party in interest and add the Lead Plaintiff in the Putative
   Class Action as an additional notice party to be noticed before
   such books and records may be destroyed.

* The Debtors have added a reservation of rights for any Person
   covered by the D&O Insurance Policies in Section 17.13 (D&O
   Insurance Policies) of the Plan.

* The Debtors have clarified the treatment of and obligations to
   the IRS and other state taxing authorities under the Plan.

* The Debtors have clarified in their proposed Confirmation Order
   that nothing in the Plan or the Confirmation Order will be
   deemed to constitute a discharge of the Debtors in violation of
   Section 1141(d)(3) of the Bankruptcy Code.

The Debtors submit that the Plan Modifications do not affect the
recoveries of creditors who voted on the Plan and, as such, the
Plan can be confirmed without re-solicitation for Plan
acceptances.

The Impaired Classes of Claims in Classes 3A, 4A, 5A, 3B, 4B, 3C,
4C, 3D, and 3E that are entitled to vote to accept or reject the
Plan have voted overwhelmingly to accept the Plan pursuant to
Section 1126(c) of the Bankruptcy Code. Classes 6A, 7A, 8A, 5B,
6B, 6C, 4D, 5D, and 5E are conclusively deemed to have rejected
the Plan pursuant to section 1126(f) of the Bankruptcy Code.

Full-text copies of Penson's 4th Amended Plan and a Notice of
Filing a Blacklined Copy of the 4th Amended Plan may be accessed
for free at http://is.gd/sEkNeOand  http://is.gd/VJozl1

The Debtors also filed a notice of filing a first amended
supplement to the 4th Amended Joint Liquidation Plan, a clean copy
of which may be accessed for free at http://is.gd/vU4Dz3and a
blacklined copy at http://is.gd/K05ElS

The Debtors tell the Court that they have worked diligently to
resolve all formal and informal objections to the Plan and have
reached agreement in principle and/or resolved all Objections
other than the Limited Objection filed by Andrzej Abraszewski.
The Debtors submit that Mr. Abraszewski's issues with respect to
his motion to file a late claim, and related discovery dispute, do
not involve confirmation issues and should be reserved for
resolution at the appropriate time. The Debtors previously
objected  to the discovery requests issued/served on July 2, 2013
in connection with the Late Claim Motion arguing that the
discovery requests were premature and otherwise impermissible and
void.

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: Parties File Motions to Lift Automatic Stay
-------------------------------------------------------------
The George E. Morris Revocable Trust asks the Court to lift the
automatic stay imposed by Section 362(a) of the Bankruptcy Code
for the purpose of permitting the liquidation of the Trust's
claims against debtor Penson Financial Services, Inc. as asserted
in the Statement of Claim filed in the FINRA Dispute Resolution
proceeding, such case being styled as George E. Morris Revocable
Trust v. Penson Financial Services, Inc., et al., FINRA No. 12-
00989.

The Trust has asserted claims in excess of $1,000,000 against,
among other parties, the Debtor based on (i) breach of fiduciary
duty, (ii) fraudulent misrepresentation (iii) omission to state a
material fact; (iv) breach of contract; and (v) negligence.

The FINRA Arbitration Proceeding had been scheduled for
June 11-14, 2013, but was postponed in light of the Debtor's
Chapter 11 filing.

The Trust's attorney, Michael Busenkell, Esq. --
mbusenkell@gsbblaw.com -- at Gellert Scali Busenkell & Brown, LLC,
asserts that the Trust's claims against the non-debtor entities
are not subject to the automatic stay. "Given that Movant's claims
are currently in an arbitration forum that is specially qualified
to hear securities related matters, stay relief should be granted
to allow Movant's claim to be liquidated in the FINRA Arbitration
Proceeding," he added.

Similarly, TradeKing, LLC (as successor to Zecco Trading, Inc.)
also seeks relief from the automatic stay so that it may proceed
with the liquidation of its claim against Penson Financial
Services, Inc. in an arbitration, commenced nearly 8 months prior
to the Debtors' bankruptcy filings, before the Financial Industry
Regulatory Authority styled Zecco Trading, Inc. vs. Penson
Financial Services, Inc. TradeKing timely filed a proof of claim
against PFSI on March 4, 2013 in an amount not less than
$1,239,115.21. Tradeking is represented by James S. Carr, Esq.,
Gilbert R. Saydah, Esq., Casey B. Boyle, Esq., at Kelley Drye &
Warren LLP.

Meanwhile, Slawomir Wisniewski, who holds a claim against PFSI
for breach of obligations in the amount of not less than
$3,992,410, asks the Court to deem his proof of claim as timely
filed.  Mr. Wisniewski said he did not learn about PFSI's
bankruptcy until on or about May 23, 2013. Mr. Wisniewski is
represented by Scott J. Leonhardt, Esq. --leonhardt@teamrosner.com
-- at The Rosner Law Group LLC and Jonathan L. Flaxer, Esq.,
Michael Devorkin, Esq., Dallas L. Albaugh, Esq., at Golenbock
Eiseman Assor Bell & Peskoe LLP.

In a separate matter, Judge Peter Walsh granted a stipulation to
lift the automatic stay filed by Barbara Hallum with respect to a
National Futures Association Arbitration.  The Court also
terminated the automatic stay upon the motion filed by Regions
Equipment Finance Ltd. and Regions Equipment Finance Corporation
for relief from the automatic stay and for adequate protection.
The Court determined that the Debtor has no equity in the
Equipment which is the subject of Regions' motion, and it is not
necessary for the Debtor's reorganization. The Stay is terminated
so as to permit Regions to exercise all available rights and
remedies with respect to the Equipment.

                    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.


PEREGRINE FINANCIAL: 7th Cir. Affirms Ruling in Prestwick Suit
--------------------------------------------------------------
In 2009, Prestwick Capital Management Ltd., Prestwick Capital
Management 2 Ltd., and Prestwick Capital Management 3 Ltd. sued
Peregrine Financial Group, Inc., Acuvest Inc., Acuvest Brokers,
LLC, and two of Acuvest's principals (John Caiazzo and Philip
Grey), alleging violations of the Commodity Exchange Act, 7 U.S.C.
Sec. 1 et seq.  Prestwick asserted a commodities fraud claim
against all defendants, a breach of fiduciary duty claim against
the Acuvest defendants, and a guarantor liability claim against
PFG.  After the district court awarded summary judgment to PFG in
August 2011, Prestwick moved to dismiss the remaining defendants
with prejudice to pursue its appeal of right against PFG. The
district court subsequently dismissed the Acuvest defendants from
the lawsuit, rendering its grant of summary judgment a final order
which Prestwick now appeals.

In a July 19, 2013 decision available at http://is.gd/RbmjKKfrom
Leagle.com, the United States Court of Appeals, Seventh Circuit,
affirmed the district court.

The case is PRESTWICK CAPITAL MANAGEMENT, LTD., PRESTWICK CAPITAL
MANAGEMENT 2, LTD., PRESTWICK CAPITAL MANAGEMENT 3, LTD.,
Plaintiffs-Appellants, v. PEREGRINE FINANCIAL GROUP, INC.,
Defendant-Appellee, No. 12-1232 (7th Cir.).

                   About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.


PERRIGO CO: S&P Puts 'B+' CCR on CreditWatch Positive
-----------------------------------------------------
Standard & Poor's Ratings Services affirmed all of its ratings on
Allegan, Mich.-based Perrigo Co., including the 'BBB' corporate
credit rating, and revised its outlook to negative from stable.

At the same time, S&P placed all of its ratings on Dublin,
Ireland-based Elan Corp. PLC, including the 'B+' corporate credit
rating, on CreditWatch with positive implications.

"The outlook revision reflects the meaningfully higher pro forma
debt levels and credit ratio deterioration that will result from
the proposed Elan acquisition, and the risk of making a large
acquisition outside its core businesses," said Standard & Poor's
credit analyst Jerry Phelan.

Standard & Poor's forecast Perrigo's pro forma leverage (as
measured by the ratio of debt to EBITDA) will increase to about
3.5x from around 2x currently, which would make it more difficult
to navigate potential unexpected setbacks over the next two years.
If projected performance falls short of S&P's expectations, it
could take longer for the company to restore credit metrics to
levels consistent with an "intermediate" financial risk profile,
which includes 2x-3x leverage.  Risks include an unexpected
decline in Tysabri in-market sales, which could occur if recently
introduced or future competing multiple sclerosis (MS) treatments
are deemed to have better risk/return tradeoffs than Tysabri, or
if there is a meaningful increase in progressive multifocal
leukoencephalopathy occurrences linked to Tysabri.  It would also
be more difficult to restore credit ratios to prior levels if
competition increases from national branded competitors in the
over-the-counter pharmaceuticals, nutritionals, or generic
prescription drug businesses.

S&P could lower the ratings if it forecasts that Perrigo will not
be able to restore credit measures over the next 18-24 months
closer to levels indicative of an intermediate financial risk
profile, including leverage below 3x and FFO to total debt in the
low-30% area.  Alternatively, S&P could revise the outlook to
stable if Perrigo is able to improve profitability and restore
credit ratios closer to preacquisition levels.


PMI GROUP: Plan Approved Over Justice Department Objection
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Tax Division of the U.S. Justice Department lost
again when trying to block court approval of a Chapter 11 plan on
the ground that the principal purpose was avoidance of taxes.

According to the report, PMI Group Inc. won the signature of a
Delaware bankruptcy judge on a July 25 confirmation order
approving a reorganization plan.  Both the Justice Department and
the U.S. Trustee opposed confirmation.  The Justice Department
argued that the entire purpose of PMI's Chapter 11 plan was to
preserve the use of "substantial tax attributes" by attracting
capital "to shield $2.4 billion of taxable income that would
otherwise be subject to a 35 percent corporate tax rate."

The report notes that U.S. Bankruptcy Judge Brendan Shannon
delivered his opinion in court last week and followed up by saying
in the confirmation order that the "principal purpose of the plan
is not tax avoidance."  He said PMI conducted "more than an
insignificant amount of active trade or business" after filing for
Chapter 11 protection.  The U.S. Trustee contended that the plan
was a liquidation where PMI wasn't entitled to wipe out debt under
Section 1141(d)(3) of the Bankruptcy Code.  That section is
designed, according to the government, "to prevent trafficking in
corporate shells."

The report relates that rejecting the objection, Shannon said the
plan "does not provide for the liquidation of all or substantially
all of" the company's property.  He added that PMI "will continue
to engage in business after consummation of the plan."  PMI began
bankruptcy with $165 million in cash that grew to $200 million.

The report says that almost all will be distributed to creditors,
resulting in a 29 percent recovery for holders of $691 million in
senior unsecured notes.  For general unsecured creditors with
$6.3 million to $10.3 million in claims, recovery projected at 26
percent to 27 percent.

The report discloses that the government appealed from approval of
the Chapter 11 plan for former solar-panel maker Solyndra LLC,
having likewise contended unsuccessfully that the primary purpose
was tax avoidance by preserving tax losses when there was no
ongoing business.  The government dropped the appeal in December
when the bankruptcy and district courts both denied stays pending
appeal.

                        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.


POINT BLANK: SS Body Armor Can Employ McKenna as Special Counsel
----------------------------------------------------------------
Point Blank entities, now known as SS Body Armor I, Inc., et al.,
sought and obtained permission from the U.S. Bankruptcy Court to
employ McKenna Long & Aldridge LLP as special litigation and
government investigation counsel.

MLA will represent the Debtors:

   (a) in the forfeiture and restitution proceedings in the
       Eastern District of New York in the matters titled US.
       v. David H Brooks, et al., Cr. No. 06-550 and U.S. v.
       All Assets Listed On Schedule I Attached Hereto and
       All Proceeds Traceable Thereto, 1 0-cv-4750;

   (b) before the U.S. Attorney's Office for the Eastern District
       of New York and the Department of Justice in seeking
       approval for a global settlement of the underlying
       restitution and forfeiture claims and in remission and
       restoration procedures;

   (c) before the SEC in seeking approval of the global
       settlement; and (d) in any other matters related to the
       above-noted activities for which the Debtors seek MLA's
       services.

Nancy R. Grunberg, Esq., attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

MLA may be reached at:

          Nancy R. Grunberg, Esq.
          George Kostolampros, Esq.
          McKENNA LONG & ALDRIDGE LLP
          1900 K Street NW
          Washington, DC 20006
          Tel: 202-496-7524
          Fax: 202-496-7756
          E-mail: ngrunberg@mckennalong.com
                  gkostolampros@mckennalong.com

MLA's hourly rates are: $800 per hour for Nancy R. Grunberg, $600
for Mr. Kostolampros, and $300 per hour for Mazen Saah
(specialist/paralegal).

                         About Point Blank

Headquartered in Pompano Beach, Florida, Point Blank Solutions,
Inc. -- http://www.pointblanksolutionsinc.com/-- designs and
produces body armor systems for the U.S. Military, Government and
law enforcement agencies, as well as select international markets.
The Company maintains facilities in Pompano Beach, Florida, and
Jacksboro, Tennessee.

The Company's former chief executive officer and chief operating
officer were convicted in September 2010 of orchestrating a
$185 million fraud.

Point Blank Solutions, formerly DHB Industries, filed for
Chapter 11 protection (Bankr. D. Del. Case No. 10-11255) on
April 14, 2010.  Laura Davis Jones, Esq., Alan J. Kornfeld, Esq.,
David M. Bertenthal, Esq., and Timothy P. Cairns, Esq., at
Pachulski Stang Ziehl & Jones LLP, serve as bankruptcy counsel to
the Debtor.  Olshan Grundman Frome Rosenweig & Wolosky LLP serves
as corporate counsel.  Epiq Bankruptcy Solutions serves as claims
and notice agent.

The U.S. Trustee has appointed an Official Committee of Unsecured
Creditors and a separate Official Committee of Equity Security
Holders in the case.  Ian Connor Bifferato, Esq., and Thomas F.
Driscoll III, Esq., at Bifferato LLC; and Carmen H. Lonstein,
Esq., Andrew P.R. McDermott, Esq., and Lawrence P. Vonckx, Esq.,
at Baker & McKenzie LLP, serve as counsel for the Official
Committee of Equity Security Holders.  Robert M. Hirsh, Esq., and
George P. Angelich, Esq., at Arent Fox LLP, serve as counsel to
the Creditors Committee, and Frederick B. Rosner, Esq., and
Brian L. Arban, Esq., at the Rosner Law Group LLC, serve as
co-counsel.

In October 2011, the Debtors sold substantially all assets to
Point Blank Enterprises, Inc.  The lead debtor changed its name to
SS Body Armor I, Inc. following the sale.


R. BROWN & SONS: Vermont Court Appoints Sheriffs as Custodians
--------------------------------------------------------------
Debtor R. Brown & Sons, Inc., seeks a determination on the
allowance and amount of pre-petition and post-petition storage
claims of LaRoche Towing & Recovery, Inc., and New England Quality
Service, Inc., d/b/a Earth Waste & Metal, and alleges the fees
these entities seek for storage charges are unreasonable.

According to Vermont Bankruptcy Judge Colleen A. Brown, prior to a
determination of the reasonableness and allowance of the storage
fees, the Court must adjudicate the status of the parties now
seeking payment of fees and costs associated with the writ of
execution and levy on the Debtor's equipment, and the nature of
the parties' claims.  Judge Brown held that (1) the Sheriff of
Rutland County and the Sheriff of Washington County are custodians
within the meaning of Sections 101(11) and 543 of the Bankruptcy
Code, (2) LaRoche Towing & Recovery, Inc., and New England Quality
Service, Inc., d/b/a Earth Waste & Metal are agents of the two
custodians, (3) these entities must each file an accounting in
satisfaction of the requirements of Sec. 543 and Bankruptcy Rule
6002, and (4) all four of these entities are entitled to
reimbursement and compensation pursuant to Sec. 543(c)(2), to the
extent they apply for it and demonstrate the sums they seek are
reasonable.  The Court directs the Sheriffs, Earth Waste Systems,
and LaRoche Towing & Recovery to each file an accounting pursuant
to Sec. 543(b)(2).

R. Brown & Sons, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. D. Vermont Case No. 13-10449) on June 18, 2013.  When the
Debtor commenced the voluntary Chapter 11 case, much of its
equipment was under the control of the Washington County and
Rutland County Sheriffs, who had levied on it pursuant to a State
court writ of execution.  Rathe Salvage, Inc., creditor who had
obtained a $440,095 judgment against the Debtor, and the writ of
execution, in State Court, is the largest creditor in this case.

On June 21, 2013, the Debtor filed an emergency motion for
turnover of its equipment.  An exhibit to the Turnover Motion
listed 10 pieces of equipment upon which the Sheriff had levied,
specified whether each piece was being held by New England Quality
Service, Inc. d/b/a Earth Waste & Metal Systems in Castleton,
Vermont, or La Roche Towing and Recovery, Inc. in Barre, Vermont,
and indicated that the value of the equipment totaled $432,500.
Rathe Salvage opposed.

Prior to the July 9, 2013 hearing on the Turnover Motion, the
parties stipulated on the release of nine of the equipment -- a
2008 Lincoln Towncar titled in the name of Robert Brown personally
was excluded -- and the payment for adequate protection to Rathe.

A copy of Judge Brown's July 26, 2013 Memorandum of Decision is
available at http://is.gd/IF3P7Pfrom Leagle.com.

Ray Obuchowski, Esq., and Jennifer Emens-Butler, Esq. --
ray@oeblaw.com and jennifer@oeblaw.com -- at Obuchowski & Emens-
Butler, PC, represent the Debtor.

Andre Bouffard, Esq., at Downs Rachlin Martin, PLLC, For Rathe
Salvage, Inc.



RCN TELECOM: Moody's B2 CFR Unchanged Following Bond Announcement
-----------------------------------------------------------------
Moody's Investors Service said that there will be no impact to the
B2 corporate family rating or the Caa1 rating assigned to the
proposed bonds of RCN Telecom Services, LLC despite the potential
for a higher coupon than Moody's originally anticipated. RCN's B2
corporate family rating has flexibility to withstand this
potential. Its good free cash flow affords it with cushion to
absorb slightly higher interest expense.

The company expects to use proceeds to fund another dividend
distribution to its private equity owners, ABRY Partners, LLC and
Spectrum Equity. On May 28, Moody's downgraded the corporate
family rating to B2 from B1 based on expectations for the issuance
of senior unsecured bonds to fund the dividend, and on June 12,
Moody's rated the proposed bonds.

Despite RCN's high leverage (about 6.2 times debt-to-EBITDA pro
forma for the proposed transaction), expectations for the company
to continue to generate positive free cash flow from its
attractively bundled video, high speed data and voice services in
densely populated markets support its B2 corporate family rating.
The financial sponsor ownership constrains the rating;
notwithstanding expectations for leverage to decline from both
EBITDA growth and debt reduction over at least the next year or
two, beyond that time the equity owners will likely seek
incremental returns of capital, which could lead to an increase in
leverage or limit the application of free cash flow to debt
reduction. Debt funded distributions have exceeded debt reduction
with free cash flow, and cash distributed to the sponsors to date
exceeds their original cash investment.

As an overbuilder in most markets, RCN faces intense competition
from larger and better capitalized cable, direct broadcast
satellite (DBS) and telecom operators. The company's upgraded
network allows it to offer an attractive package to both
residential and commercial customers, and the company added video
and high speed data subscribers on both a year over year and
sequential basis in the March quarter despite rate increases,
evidence of its ability to win and retain customers while
maintaining price discipline. Nevertheless, price pressure remains
a risk, and the battle for subscribers could limit growth (albeit
less so in the Lehigh Valley market, which represents about 40% of
EBITDA and in which RCN acts as an incumbent). The lack of scale
together with weak EBITDA margins relative to cable peers also
constrains the rating. Given the competition and RCN's size,
Moody's expects margins to remain below peers, particularly as
programming costs, especially the sports content prevalent in
RCN's urban markets, escalate.

Based in Princeton, New Jersey, RCN Telecom Services, LLC (RCN)
provides bundled cable, high-speed Internet and voice services to
residential and small-medium business customers primarily located
in high-density Northeast (Washington, D.C.; Philadelphia and
Lehigh Valley, PA; New York City; Boston) and Chicago markets. The
company serves approximately 339 thousand video, 349 thousand high
speed data, and 187 thousand voice customers, and its annual
revenue is approximately $570 million. ABRY Partners, LLC owns
approximately two-thirds of the company, Spectrum Equity owns
approximately 20%, and management and other equity investors own
the remainder.


RG STEEL: Seeks Court Approval of Longer Plan-Filing Exclusivity
----------------------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that RG Steel LLC has asked a bankruptcy
judge for an extension of the right to be the only party to submit
a recovery plan for the company.

According to the report, the company is seeking to expand the
period, which would have expired on July 25, by 130 days to
Dec. 2, court documents filed July 24 show.  While the
steelmaker's request is pending, it keeps exclusivity, preventing
others from filing competing plans.  This is the company's fourth
and final request to extend exclusivity.

"Recently, the debtors have devoted much of their attention to
pursuing significant" litigation, the company said in its
extension request.  "It is appropriate for the debtors to maintain
their exclusivity rights so that the culmination of the debtors'
reorganization efforts can be pursued in a coordinated, cost-
effective and efficient manner."

The report notes that RG Steel, which has filed hundreds of
lawsuits seeking to recover payments made within 90 days of its
filing, said that the extension will allow it to "better
understand the potential recoveries" available from litigation.

                           About RG Steel

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

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

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

Judge Kevin J. Carey presides over the case.

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

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

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

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

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


ROTECH HEALTHCARE: Wins Approval of $200 Million Exit Financing
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Rotech Healthcare Inc. got court approval July 29 to
sign lenders to a commitment providing $200 million in first-lien
loans constituting part of the financing necessary for emergence
from Chapter 11 reorganization.

According to the report, the company has a confirmation hearing on
Aug. 20 for the reorganization plan, which was mostly worked out
before the Chapter 11 filing in April.  Assuming the plan is
approved next month, the senior financing will consist of a $25
million first-lien revolving credit and $175 million in two
tranches of first-lien term loans.  Rotech was also authorized to
sign a backstop agreement under which some existing second-lien
lenders agree to provide the new financing if no one else steps
forward.  An official shareholders' committee was appointed, based
on the notion that an offer in the original plan of 10 cents a
share indicated there could be value for equity.

The report notes that the official equity panel attempted
unsuccessfully to block $30 million in financing and argued the
company is worth substantially more.  After the equity committee's
objection, the plan was modified to omit the provision giving
stockholders 10 cents a share.  For a recovery estimated at 28
percent to 47 percent, the plan will give ownership to holders of
$290 million in 10.5 percent second-lien notes.

The report relates that the existing $23.5 million term loan would
be paid in full, and the $230 million in 10.75 percent first-lien
notes will be amended.  Unsecured creditors, whose official
committee supports the plan, are estimated to recover 12 percent
to 25 percent.

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- and
second-lien secured notes.  The $290 million in 10.5 percent
second-lien notes are to be exchanged for the new equity.  Trade
suppliers are to be paid in full, if they agree to continue
providing credit.  The existing $23.5 million term loan would be
paid in full, and the $230 million in 10.75 percent first-lien
notes will be amended.

The Official Committee of Unsecured Creditors tapped Otterbourg,
Steindler, Houston & Rosen, P.C., as counsel; Buchanan Ingersoll &
Rooney PC as Delaware counsel; and Grant Thornton LLP as financial
advisor.


SAKS INCORPORATED: Fitch Puts 'BB' IDR on Rating Watch Negative
---------------------------------------------------------------
Fitch Ratings has placed Saks Incorporated on Rating Watch
Negative. This action follows the company's announcement July 29,
2013 that they have entered into a definitive merger agreement
with Hudson's Bay Company (HBC).

HBC will acquire Saks for US$16.00 per share in an all-cash
transaction valued at approximately US$2.9 billion, including
debt. This equates to approximately 11x of Saks' LTM EBITDA. The
transaction is expected to close before the end of the calendar
year, subject to approval by Saks shareholders, regulatory
approvals and other customary closing conditions.

HBC will operate three brands under Hudson's Bay, Lord & Taylor
and Saks Fifth Avenue and post-transaction will have 320 stores in
North America with pro forma sales of C$7.2 billion, normalized
EBITDA of C$587 (or approximately US$570 million), and debt/EBITDA
of 5.7x before realizing C$100 million in expected synergies. This
contrasts to Neiman Marcus, Inc.'s revenue of $4.5 billion and
EBITDA of $630 million.

Key Rating Drivers

Fitch expects to withdraw Saks' ratings contingent upon the
successful closing of the HBC transaction. Saks currently has a
modest amount of on-balance sheet debt totaling $319 million,
including $175 million drawn under its $600 million revolver,
$91.2 million of 7.5% convertible notes due Dec. 1, 2013, and $51
million of capital leases. Fitch expects the 7.5% notes to be
converted given that they are deep-in-the-money with a conversion
price of $5.54 relative to the current stock price. The 7.5% notes
include a change of control provision whereby there is a make
whole premium although the adjustment results in relatively minor
additional shares.

Fitch's placement of Saks on Rating Watch Negative reflects the
potential for an alternative bid given a 40-day go-shop period,
including interest from private equity, which could lead to a
leveraged transaction and have negative rating implications.

Rating Sensitivities

In the event of an opposing bid that leads to a leveraged
transaction, Fitch expects negative pressure on ratings and the
IDR will be based on the post transaction capital structure.

Fitch has placed the following ratings for Saks on Rating Watch
Negative:

-- Long-term Issuer Default Rating 'BB';
-- $600 million secured credit facility 'BBB-';
-- Senior unsecured notes 'BB'.


SAKS INC: On Moody's Downgrade Watch After Hudson Bay Purchase
--------------------------------------------------------------
Moody's Investors Service placed Saks Incorporated Ba2 Corporate
Family Rating and Ba2-PD Probability of Default Rating on review
for downgrade. The review for downgrade follows the announcement
that Hudson's Bay Company has agreed to purchase Saks for $16 per
share or a total transaction price of approximately $2.9 billion.
At the same time, Moody's affirmed Saks' Ba3 senior unsecured
notes rating.

The following ratings are placed on review for downgrade:

  Corporate Family Rating of Ba2

  Probability of Default Rating of Ba2-PD

The following rating is affirmed

  Senior unsecured notes at Ba3 (LGD 5, 84%)

Ratings Rationale:

Moody's views the acquisition favorably as it will combine three
well regarded retail nameplates in North America, result in a
sizable owned real estate portfolio, and create the opportunity
for potential synergies. In addition, the acquisition will provide
Saks with a growth platform in Canada. However, the transaction
will be largely financed with debt, weakening both Saks' and
Hudson's Bay's credit profiles. The review for downgrade of Saks'
Corporate Family Rating and Probability of Default Rating
acknowledges the likely weakening in Saks' credit metrics as a
result of the transaction. The affirmation of the $2 million
senior unsecured notes due 2013 acknowledges that these notes will
be repaid in full.

The review for downgrade will focus on the capital structure being
put in place to finance the acquisition including at which legal
entity the debt will be raised and potential support from the
parent. The review for downgrade will also focus on the closing of
the transaction and should the acquisition not close, Saks going
forward financial policies.

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

Saks Incorporated, headquartered in New York, NY, operates about
43 Saks Fifth Avenue Stores in 22 states, 64 OFF 5th off-price
stores across the United States, and an e-commerce operation.
Revenues are about $3.1 billion. Hudson's Bay Company operates 90
Hudson's Bay department stores and 69 Home Outfitters stores in
Canada. It also operating 48 full line Lord 7 Taylor department
stores in the northeastern United States and two major cities in
the Midwest. Revenues are about C$3.8 billion.


SHUANEY IRREVOCABLE: Can Employ Wilson Harrell as Attorney
----------------------------------------------------------
Shuaney Irrevocable Trust sought and obtained approval from the
U.S. Bankruptcy Court to employ J. Steven Ford, Esq., of the law
firm Wilson, Harrell, Farrington, Ford, Wildon, Spain, & Parson,
PA as attorney under a general retainer.

According to papers filed by the Debtor in court, J. Steven Ford
disclosed that he or other members of his firm have previously
represented two of the Debtor's creditors in unrelated matters
which the Debtors believes will not adversely affect Mr. Ford's
representation of the Debtor.  Mr. Ford has also represented
Paradise Liquors of the Emerald Coast, LLC, in a Chapter 11 case
filed Feb. 17, 2012 and dismissed March 6, 2012.

The Shuaney Irrevocable Trust owns a 15% interest in Paradise
Liquors of the Emerald Coast, LLC.

                About Shuaney Irrevocable Trust

Shuaney Irrevocable Trust, in Fort Walton Beach, Florida, filed
for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case No. 11-31887) on
Dec. 1, 2011.  The Debtor scheduled $20,996,723 in assets and
$19,625,890 in debts.  The Law Office of Mark Freund serves as
counsel to the Debtor.  Judge William S. Shulman presides over the
case.

The U.S. Trustee for Region 21 was unable to appoint an Official
Committee of Unsecured Creditors of Shuaney Irrevocable Trust.


SIRIUS XM: Moody's Rates New $600-Mil. Senior Notes 'B1'
--------------------------------------------------------
Moody's Investors Service assigned B1 to Sirius XM Radio Inc.'s
proposed $600 million senior notes. Net proceeds from the new
notes plus available cash are expected to refinance the existing
8.75% senior notes due 2015. All other ratings are unchanged
including the company's Ba3 Corporate Family Rating (CFR), Ba3-PD
Probability of Default Rating as well as B1 instrument ratings on
the existing senior notes. The B1 ratings on the proposed and
existing senior notes reflects their effective subordination to
the unrated secured revolver. The stable rating outlook is
unchanged.

Assigned:

Issuer: Sirius XM Radio Inc.

  New $600 million sr notes: Assigned B1, LGD4 -- 60%

Unchanged:

Issuer: Sirius XM Radio Inc.

  Corporate Family Rating: Unchanged Ba3

  Probability of Default Rating: Unchanged Ba3-PD

  7.625% sr notes due 2018 ($540 million outstanding): Unchanged
  B1, LGD4 -- 60%

  5.25% sr notes due 2022 ($400 million outstanding): Unchanged
  B1, LGD4 -- 60%

  4.25% sr notes due 2020 ($500 million outstanding): Unchanged
  B1, LGD4 -- 60%

  4.625% sr notes due 2023 ($500 million outstanding): Unchanged
  B1, LGD4 -- 60%

  Speculative Grade Liquidity Rating: Unchanged SGL -- 1

Outlook:

Issuer: Sirius XM Radio Inc.

  Outlook is Stable

  Unchanged but to be withdrawn upon full redemption or
  completion of the tender

Issuer: Sirius XM Radio Inc.

  8.75% sr notes due 2015 ($753 million outstanding): Unchanged
  B1, LGD4 -- 60%

Ratings Rationale:

Sirius' Ba3 corporate family rating reflects moderate pro forma
leverage (estimated 3.3x debt-to-EBITDA as of June 30, 2013,
including Moody's standard adjustments) and expectations for free
cash flow before dividends of more than $800 million or 23% of
debt balances over the next 12 months. Despite the increase in
debt-to-EBITDA from 2.8x as of March 31, 2013 (including Moody's
standard adjustments), leverage ratios along with other credit
metrics remain within the Ba3 category. Since the beginning of
2013, the company increased funded debt balances by $0.8 billion
and repurchased roughly $1.3 billion of common stock on the open
market under its $2 billion common share repurchase program.
Moody's expects the company to fund additional share repurchases
with revolver advances and operating cash flow while maintaining
leverage and coverage ratios within the Ba3 category given
management's 3.5x target for reported leverage. The Ba3 CFR
reflects Moody's expectations that, despite the potential for
higher debt balances to partially fund distributions, the self-pay
subscriber base and operating performance of Sirius will be
supported by continued growth in the delivery of light vehicles in
the U.S. over the next 12 months and management will keep leverage
within its target range.

Sirius continues to position itself for enhanced financial
flexibility. As proposed, the new notes are covenant-lite with no
limitations on restricted payments nor debt issuances which
mirrors the covenant-lite structure for the $1.0 billion of notes
issued earlier this year. In contrast, the existing 5.25% notes
due 2022 provide a 3.50x leverage ratio incurrence test for
restricted payments and a 6.0x leverage ratio test for additional
indebtedness. Furthermore, management has stated that it is
looking at forming a new holding company in the near term.

Looking forward, Moody's expects U.S. deliveries of light vehicles
in 2013 to climb to 15.25 million units. Growth in new vehicle
deliveries and modest economic recovery should support net self-
pay subscriber additions from the current 20.3 million over the
next 12 months. Moody's expects EBITDA in 2013 to increase to $1.1
billion (including Moody' standard adjustments) accompanied by
reduced capital spending in the years leading up to the next
satellite launch cycle. Continued growth in the subscriber base
will drive EBITDA increases and could better position the company
to fund the next cycle of significant expenditures related to
construction and launching of replacement satellites beginning as
early as 2016 so long as share repurchases and dividends are
maintained within prudent levels. Longer term, ratings remain
constrained as Sirius will increasingly share the dashboard of new
vehicles with OEM installed devices providing competitive
advertising-supported media, including internet radio services.
Moody's expects greater competition will also lead to higher
programming costs adding to scheduled increases in royalty
payments paid by Sirius on behalf of performing artist and
recorded music companies. These higher costs may not be entirely
offset by increases in consumer subscription rates.

The stable outlook reflects Moody's view that Sirius will increase
its self-pay subscriber base reflecting good demand for new
vehicles in the U.S. and resulting in higher revenue and EBITDA.
The outlook incorporates Sirius maintaining good liquidity, even
during periods of satellite construction, and the likelihood of
share repurchases or additional dividends being funded from
revolver advances, new debt issuances, or free cash flow. The
outlook does not incorporate highly leveraging transactions or a
level of shareholder distributions that would negatively impact
liquidity or sustain debt-to-EBITDA ratios above 3.75x (including
Moody's standard adjustments). The stable outlook assumes that
changes in the corporate structure, including a potential tax free
spin-off, will not adversely impact the company's operating
strategy, credit metrics, or financial policies. Ratings could be
downgraded if debt-to-EBITDA ratios are sustained above 3.75x
(including Moody's standard adjustments) or if free cash flow
generation falls below targeted levels as a result of subscriber
losses due to a potentially weak economy or migration to competing
media services or due to functional problems with satellite
operations. A weakening of Sirius' liquidity position below
expected levels as a result of dividends, share repurchases,
capital spending, or a significant acquisition could also lead to
a downgrade. Ratings could be upgraded if management demonstrates
a commitment to balance debt holder returns with those of its
shareholders. Moody's would also need assurances that the company
will operate in a financially prudent manner consistent with a
higher rating including sustaining debt-to-EBITDA ratios below
2.75x (including Moody's standard adjustments) and free cash flow-
to-debt ratios above 20% even during periods of satellite
construction.

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

Sirius XM Radio Inc., headquartered in New York, NY, provides
satellite radio services in the United States and Canada. The
company creates and broadcasts commercial-free music; premier
sports talk and live events; comedy; news; exclusive talk and
entertainment; and comprehensive Latin music, sports and talk
programming. Sirius XM services are available in vehicles from
major car companies in the U.S., and programming is also available
online as well as through applications for smartphones and other
connected devices. The company holds a 37.7% interest in Sirius XM
Canada which has more than 2 million subscribers. Sirius is
publicly traded and a controlled company of Liberty Media
Corporation which owns over 50% of common shares and controls a
majority of the board of directors. Sirius reported 25.1 million
subscribers, including 20.3 million self-pay subscribers, at the
end of June 2013 and generated revenue of $3.6 billion for the
trailing 12 months ended June 30, 2013.


SIRIUS XM: S&P Assigns 'BB' Rating to $600MM Senior Notes Due 2021
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned New York City-based
satellite radio company Sirius XM Radio Inc.'s proposed issuance
of $600 million senior notes due 2021 an issue-level rating of
'BB', with a recovery rating of '3'.  The '3' recovery rating
indicates our expectation of meaningful (50% to 70%) recovery in
the event of a payment default.  Sirius plans to use the net
proceeds, together with some of its existing cash, to redeem
$753 million 8.75% senior notes due 2015.

"The rating on Sirius XM Radio incorporates our expectation that
leverage will not increase above our 4.5x threshold for the
company at this rating, despite moves to boost shareholder
returns, because of its good operating outlook and growing
discretionary cash flow.  We assess Sirius' business risk profile
as "fair," reflecting its stable churn, despite modest price
increases, steady growth of new subscribers, dependence on U.S.
new auto sales and consumer discretionary spending for growth, and
its intermediate-term vulnerability to competition from
alternative media.  We view Sirius XM's financial risk profile as
"significant" because of rising debt leverage and more aggressive
financial policies following Liberty Media Corp.'s January 2013
majority ownership stake," S&P said.

In December 2012, the company paid a $327 million special dividend
and authorized a $2 billion share repurchase program.  The company
had purchased nearly $1.3 billion under this program through July
24, 2013.  Pro forma for the transaction, lease-adjusted gross
debt to EBITDA, excluding cash balances of $139 million, was 3.1x
at June 30, 2013, a decline from 3.9x a year ago.  The rating
outlook is stable, as S&P do not expect the debt-to-EBITDA ratio
to increase above our 4.5x target in the intermediate term.

RATINGS LIST

Sirius XM Radio Inc.
Corporate Credit Rating           BB/Stable/--

New Rating

Sirius XM Radio Inc.
$600M senior notes due 2021       BB
   Recovery Rating                 3


SOUND SHORE MEDICAL: Can Employ Garfunkel Wild as Counsel
---------------------------------------------------------
Sound Shore Medical Center of Westchester et al., sought and
obtained approval from the U.S. Bankruptcy Court to employ
Garfunkel Wild, P.C. as counsel.

Burton S. Weston, Esq., a shareholder of Garfunkel Wild, attests
that the firm is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

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

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

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

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

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

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


SOUTH FLORIDA SOD: Sec. 341 Meeting of Creditors on Aug. 5
----------------------------------------------------------
There's a meeting of creditors in the Chapter 11 case of South
Florida Sod, Inc., on Aug. 5, 2013, at 2:00 p.m. at Orlando,
Florida (687), Suite 1203B, George C. Young Courthouse, 400 West
Washington Street.

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

Proofs of claim are due by Nov 4, 2013.

                  About South Florida Sod

South Florida Sod Inc., a sod farmer, filed for Chapter 11
protection (Bankr. M.D. Fla. Case No. 13-bk-08466) on July 9,
2013, in Orlando, Florida.

The Debtor estimated at least $10 million in assets and
liabilities.  The company owns 13 properties in Florida and three
other states.  The company intends on selling a 5,777-acre
property in Sarasota County, Florida, with a claimed value of $20
million or more.  Secured debt totals $23.5 million, not including
a $1.6 million judgment.

Attorneys at Latham Shuker Eden & Beaudine, LLP, serve as counsel
to the Debtor.


SPRINGFIELD HOMES: Sec. 341(a) Meeting of Creditors on Aug. 20
--------------------------------------------------------------
There's a meeting of creditors of Springfield Homes, LLC, on
Aug. 20, 2013 at 10:00 a.m. at Raleigh 341 Meeting Room.

The last day to file a complaint is Oct. 21, 2013.  Proofs of
claim are due by Nov. 18, 2013.  Governmental entities are
required to send in their Proofs of claim by Jan. 18, 2014.

Springfield Homes, LLC, filed a Chapter 11 petition (Bankr.
E.D.N.C. Case No. 13-04550) in Wilson, North Carolina, on July 22,
2013.  The Debtor estimated at least $10 million in assets and at
least $1 million in liabilities.  D. Kyle Deak, Esq., at Troutman
Sanders, LLP, serves as counsel.


STACY'S INC: Bank of the West Opposes Sale of Greenhouse Owner
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Stacy's Inc., a commercial greenhouse in York, South
Carolina, must overcome opposition from secured lender Bank of
the West before the bankruptcy court approves auction and sale
procedures at an Aug. 1 hearing.

After signing a contract to sell the operation for $17 million to
Metrolina Greenhouses, Stacy's filed a Chapter 11 petition in
June.  Later, the price was reduced to $15.2 million.

Owed more than $22 million, Bank of the West opposed the sale
procedures, saying the "purchase price is not fair and
reasonable." The bank complains that it's not being offered the
right to bid for the assets using secured debt rather than cash.
The bank said its lack of consent alone is enough to bar a
sale.

Stacy's wants the bankruptcy judge to schedule an auction on
Aug. 31 to see whether anyone can top the offer from Huntersville,
North Carolina-based Metrolina.

                         About Stacy's Inc.

Stacy's Inc., a commercial greenhouse in York, South
Carolina, filed a Chapter 11 petition on June 21 (Bankr. D. S.C.
Case No. 13-03600) in Spartanburg, South Carolina, with a deal to
sell the business for $17 million to Metrolina Greenhouses, absent
higher and better offers.

Stacy's -- http://www.stacysgreenhouses.com/-- has 16 acres of
greenhouses on three farms aggregating 260 acres in York, South
Carolina.  The business employs 1,000 people during its peak
season.  The biggest customers include Home Depot, Lowe's, Wal-
Mart, Tractor Supply Company, Costco, and Harris Teeter.  The
secured lender is Bank of the West, owed $22.1 million secured by
liens on the assets.

The Debtor disclosed $26.4 million in total assets and $31.4
million in liabilities in its schedules.  The secured lender is
Bank of the West, owed $22.1 million secured by liens on the
assets.

The Debtor has tapped Barton Law Firm, P.A, as bankruptcy counsel;
Ouzts, Ouzts & Varn, P.A. as its financial advisor; SSG Advisors,
LLC, as its investment banker; and Faulkner and Thompson, P.A., to
provide limited accounting services.


STEARNS HOLDINGS: Moody's Assigns B2 CFR & Rates $200MM Notes B2
----------------------------------------------------------------
Moody's Investors Service assigned a first-time B2 corporate
family rating to Stearns Holdings, Inc. and a B2 rating to the
company's planned $200 million senior secured notes. The outlook
is stable.

Ratings Rationale:

Stearns is a privately-held mortgage banking company headquartered
in Santa Ana, California. On July 24, 2013 the company announced
its intention to issue $200 of senior secured notes. The proceeds
will be used to fund mortgage servicing rights, retire existing
short-term debt, and other general corporate purposes.

Stearns's ratings incorporate the company's good recent financial
performance and solid capital adequacy. In 2012, the company
benefited from strong industry origination volumes and
historically high industry loan gain-on-sale margins. The ratings
are constrained by Stearns's transitioning strategic direction
(retaining MSRs, growth aspirations, new management team), limited
franchise positioning in the highly competitive residential
mortgage market and its constrained financial flexibility due to
reliance on short-term secured bank warehouse facilities-a funding
model that is susceptible to periods of illiquidity- and a high
level of encumbered assets.

The stable outlook reflects Moody's expectation that Stearns will
be able to profitably grow while employing modest leverage.

Given the company's transitioning strategic direction and growth
aspirations, an upgrade is unlikely at this time.

Negative ratings pressure could develop in the event of a material
increase in leverage, material decrease in liquidity or available
warehouse funding facilities, or material deterioration in
financial performance such as losses resulting from a decline in
revenues without a commensurate decrease in expenses.

The principal methodology used in this rating was Finance Company
Global Rating Methodology published in March 2012.


STELERA WIRELESS: Section 341(a) Meeting Set on Aug. 26
-------------------------------------------------------
A meeting of creditors in the bankruptcy case of Stelera Wireless,
LLC, will be held on Aug. 26, 2013, at 2:00 p.m. at 1st Floor,
room 113, 215 Dean A. McGee Avenue, Oklahoma City.

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

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

Stelera Wireless, LLC, filed a Chapter 11 petition (Bankr. W.D.
Okla. Case No. 13-13267) on July 18, 2013.  Tim Duffy signed the
petition as chief technology officer/manager.  Judge Niles L.
Jackson presides over the case.  The Debtor estimated assets and
debts of at least $10 million.  Mulinix Ogden Hall & Ludlam, PLLC,
serves as the Debtor's counsel.


SUNSET MARINE: Tracker Marine Suit Remanded to Missouri Court
-------------------------------------------------------------
Puerto Rico Bankruptcy Judge Mildred Caban Flores remanded to the
United States District Court for the Western District of Missouri
a dispute among debtor Sunset Marine of Puerto Rico, Inc., and
counterparties Tracker Marine, LLC & Mako Marine International,
LLC, f/k/a Mako Marine International, Inc., Bass Pro Group, citing
improper cross-district removal, pursuant to 28 U.S.C. Sec.
1452(a) and Fed. R. Bankr. P. 9027(a)(1).

The Puerto Rico court denied a motion to strike and modifies the
automatic stay to allow the action, styled Tracker Marine, LLC &
Mako Marine International, LLC, f/k/a Mako Marine International,
Inc. vs. Sunset Marine of Puerto Rico, Inc., San Juan Carlos Nieto
Rodriguez and Maria Teresa Perea Fernandez, designated Case No.
11-3238 before the United States District Court for the Western
District of Missouri, to proceed to final, firm and unappealable
judgment.

Tracker Marine, LLC & Mako Marine International, LLC, f/k/a Mako
Marine International, Inc. are barred by the automatic stay to
execute any judgment that they may obtain in their favor against
Sunset Marine of Puerto Rico, Inc.; however, they may pursue their
award in the United States Bankruptcy Court for the District of
Puerto Rico.

Prior to the removal, Tracker filed a three-count complaint
against the Debtor and its principals, Juan Carlos Nieto Rodriguez
and Maria Teresa Perea Fernandez, regarding a distribution
agreement between the parties in the Missouri case.

The Debtor answered the complaint raising various affirmative
defenses including a defense under Puerto Rico's Law 75, 10
L.P.R.A. Sec. 278-278(e).  The Debtor and Principal filed a
counterclaim seeking a refund on warranty claims, damages for
breach of contract, damages for implied warranty and unjust
enrichment as well as an award of attorney's fees and costs. The
Debtor also moved to have the Missouri case transferred to Puerto
Rico but that request was denied.

A month later, Principal filed a complaint against Tracker Marine
Group in the Commonwealth of Puerto Rico, Court of First Instance,
San Juan Part.  The Debtor was not a party to the local court
action. The local court granted a motion to stay the proceedings
after determining that the claims were substantially similar to
those at issue in the Missouri case.

In the Missouri case, the trial was initially set for October 20,
2012; however, counsel for the Debtor withdrew legal
representation. The court then granted Debtor until November 11,
2012, to obtain new counsel and until November 18, 2012, to
respond to a motion for contempt and sanctions and other pending
motions.  The trial was rescheduled for December 3, 2012.

The Missouri case was stayed when the Debtor filed for bankruptcy.
On November 27, 2012, the Debtor commenced an adversary action
(Adv. No. 12-411) against Tracker, seeking damages for breach of
contract under a distribution or representation agreement under
Puerto Rico's Law 75 or Law 21, respectively.

On December 18, 2012, the Debtor removed the Missouri case to the
Puerto Rico court (Adv. No. 12-427), pursuant to 28 U.S.C. Sec.
1452(a) and Fed. R. Bankr. P. 9027. Tracker moved to dismiss the
case or in the alternative to remand or abstain from the case.
The Debtor replied and moved to strike Tracker's memorandum of law
in support of the motion to dismiss.

In the bankruptcy case, Tracker had moved for relief from the
automatic stay to proceed with the Missouri case but their request
was denied as premature until the court resolved the pending
motion to dismiss or abstain in the adversary case.

On June 18, 2013, the court conducted a hearing regarding the
pending motion to dismiss and the matter was taken under
advisement.

A copy of the Puerto Rico court's July 24, 2013 Opinion and Order
is available at http://is.gd/WGXO94from Leagle.com.

Guaynabo, Puerto Rico-based Sunset Marine of Puerto Rico, Inc.,
dba Sunset Marine Charters, filed for Chapter 11 bankruptcy
(Bankr. D. P.R. Case No. 12-09083) on Nov. 14, 2012.  Juan Manuel
Suarez Cobo, Esq. -- suarezcobo@gmail.com -- at Legal Partners
PSC, serves as the Debtor's counsel.  The Debtor estimated $1
million to $10 million in both assets and debts.  A list of the
eight unsecured creditors filed together with the petition is
available for free at http://bankrupt.com/misc/prb12-09083.pdf
The petition was signed by Juan Carlos Nieto Rodriguez, president.


SURGICAL SPECIALTIES: Moody's Assigns 'B3' CFR; Outlook Negative
----------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and a Caa1-PD Probability of Default Rating to Surgical
Specialties Corporation (US), Inc. At the same time, Moody's
assigned a B3 to SSC's new First Lien Senior Secured Term Loan B
and First Lien Senior Secured Revolver. SSC is the borrowing
entity for Angiotech Pharmaceuticals, Inc., which emerged from
bankruptcy in 2011. The rating outlook is negative. Proceeds from
this transaction will be largely distributed to shareholders.
Following the restructuring of Angiotech's legacy debt in 2011,
80% of Angiotech is now owned by Courage Capital Management, Blue
Mountain Capital and Beach Point Capital Management.

Ratings assigned:

Surgical Specialties Corporation (US), Inc.

  Corporate Family Rating at B3

  PDR at Caa1-PD

  First lien senior secured Term Loan B at B3, (LGD3, 35%)

  First lien senior secured Revolver at B3, (LGD3, 35%)

Ratings Rationale:

The B3 ratings reflect the company's very small revenue base and
presence in a few low-technology oriented products aimed at niche
customer bases amid much larger competitors. These concerns are
partly offset by moderately high leverage, which is lower than
what is typically associated with B3 rated issuers. Pro-forma for
this transaction, debt/EBITDA is expected to be about 3.3 times
while cash flow from operations will be close to breakeven based
on carve-out audited financials for 2012.

The negative outlook reflects uncertainty associated with the
company's sale of its innovative Quill knotless suture technology
to Johnson & Johnson (JNJ). Although JNJ has a manufacturing
contract with SSC through May 2014 with a one year renewal option
-- which will temporarily aid top line growth -- there is risk
that SSC's own Quill sales will erode if the company is not able
to offset losses of larger hospital customers with smaller, non-
JNJ customers. Moreover, amid this transition, and in advance of
seeing the success of its strategy, a distribution is being made
to shareholders. In addition, Moody's believes there is less
clarity regarding future performance and cash flows given SSC's
limited financial reporting as a standalone entity. If the company
sees significant impairment in liquidity or is unable to replace
lost revenues because of a downturn in Quill sales, the ratings
could be downgraded.

Over the near term, given the very small size of the company, lack
of diversity, and the presence of much larger competitors within
its product lines, a rating upgrade is not anticipated. However,
if the company is able to demonstrate its ability to continue to
grow its sales of Quill and other products alongside JNJ as a
competitor, and Moody's believes that positive free cash flow
generation is sustainable, the outlook could be stabilized. Over
time, if the company can substantially grow its revenue base, and
reduce leverage such that debt/EBITDA is sustained below 3.0 times
and FCF/debt is above 10%, the ratings could be upgraded.

The principal methodology used in this rating was the Global
Medical Product and Device Industry 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.

Surgical Specialties Corporation (US), Inc. is the borrowing
entity for Angiotech Pharmaceuticals, Inc., headquartered in
Vancouver, Canada. SSC and its operating subsidiaries manufacture
single-use surgical products within the areas of surgical wound
closure, oral surgery and ophthalmology. Product sales for SSC
were approximately $123 million during fiscal 2012.


SURGICAL SPECIALTIES: S&P Assigns 'B' CCR; Outlook Stable
---------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to U.S.-based medical device manufacturer,
Surgical Specialties Corp. (U.S.) Inc.  The outlook is stable.

At the same time, S&P assigned the company's proposed $110 million
senior secured credit facilities its 'B' issue-level rating (the
same as the corporate credit rating), with a recovery rating of
'3', indicating S&P's expectation for meaningful (50%-70%)
recovery for secured lenders in the event of a payment default.
The facility consists of a $10 million revolving credit facility
due 2017 (undrawn at closing) and a $100 million term loan due
2018.

The company will use the proceeds to pay a dividend to its
shareholders.

"The 'B' corporate credit rating reflects Surgical Specialties'
"aggressive" financial risk profile, despite leverage that is low
for the category.  S&P believes the company's owners have a short-
term investment horizon and S&P sees the potential for leverage to
increase over the intermediate term," said credit analyst Tulip
Lim.  "Our business risk assessment on the company is
"vulnerable", reflecting the company's limited history as a stand-
alone entity, its small size relative to its competitors, product
concentration, customer concentration, and the relatively low
technology nature of the majority of its product portfolio."

The stable outlook reflects S&P's expectation of strong revenue
growth and EBITDA margin expansion over the near term given the
company's short-term agreement with Ethicon.  S&P believes this
agreement temporarily gives the company flexibility to repay debt
or make acquisitions with internally generated cash flow.  S&P
believes that by 2015, the company will have adequate capacity to
service obligations with organic revenues and earnings.

S&P could lower the rating after guarantees related to the Ethicon
agreement end in 2014 if revenue, EBITDA, and cash flow decline
more than S&P expects.  This could be a result of underperformance
of the base business.  S&P could also lower the rating if the
company's margin of compliance falls below 15%.  This could occur
if revenue only grows at a low-single-digit percent rate
(including the Ethicon arrangement) and the company's EBITDA
margin does not improve.

Although unlikely over the near term, S&P could raise the rating
if the company increases its scale or builds a more defensible
product portfolio.  This would likely involve a transformative
event.  S&P could also raise the rating if the company
convincingly establishes a more conservative financial policy.


SWJ MANAGEMENT: Sec. 341 Creditors' Meeting Set for Aug. 27
-----------------------------------------------------------
The U.S. Trustee will convene a meeting of creditors pursuant to
11 U.S.C. 341(a) in the Chapter 11 case of SWJ Management LLC on
Aug. 27, 2013, at 2:30 p.m.  The meeting will be held at J80 Broad
St., 4th Floor, USTM.

New York-based SWJ Management LLC filed for Chapter 11 (Bankr.
S.D.N.Y. Case No. 13-12123) on June 28, 2013.  Judge Allan L.
Gropper oversees the case.  The Law Offices of David Carlebach,
Esq., serves as the Debtor's counsel.  In its petition, the Debtor
estimated $50 million to $100 million in both assets and debts.
The petition was signed by Richard Annunziata, managing member.

An affiliate, Ridgewood Realty of LL, SK Mulberry Contract, filed
a separate Chapter 11 petition (Case No. 12-14085) on Sept. 28,
2012.


TELECOMMUNICATIONS MANAGEMENT: S&P Affirms 'B+' Corp Credit Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services said that Telecommunications
Management LLC's (d/b/a NewWave Communications) proposed
$15 million add-on to its first-lien term loan and $5 million add-
on to its second-lien term loan does not affect the 'BB-' issue
level and '2' recovery rating on the company's first-lien credit
facilities, which includes a term loan and revolving credit, and
the 'B-' issue level and '6' recovery rating on its second-lien
term loan.

The 'B+' corporate credit rating, stable outlook, and all other
ratings also remain unchanged.  The company will use proceeds from
the credit facilities to fund future acquisitions, S&P do not
expect leverage to improve to more than the high 5x area in 2014,
from the 6.0x S&P anticipates by the end of 2013, pro forma for
acquisitions.  S&P's 'B+' corporate credit rating already
incorporated potential acquisitions, in keeping with the stated
objective of the equity sponsor GTCR to expand NewWave's
operations to at least three times its current subscriber size.
However, S&P's rating does not assume any meaningful increase in
leverage as a result of any such acquisitions.  Moreover, S&P's
base-case scenario assumes that the company's free operating cash
flow will be break even to modestly positive over the next few
years.

S&P's ratings reflect its assessment of the company's business
risk profile as "fair," based on its limited scale and geographic
diversity compared with other cable operators S&P rates, as well
as profitability that lags most of its peers.  S&P's expectation
is that the company's financial risk profile will remain "highly
leveraged," based on S&P's belief that leverage will remain above
5x through at least the next few years.

RATINGS LIST

Telecommunications Management LLC d/b/a New Wave Communications

Corporate Credit Rating           B+/Stable/--

Ratings Unchanged
Telecommunications Management LLC
d/b/a New Wave Communications
First-Lien Term Loan              BB-
   Recovery Rating                 2
Second-Lien Term Loan             B-
   Recovery Rating                 6


TESORO LOGISTICS: Moody's Rates New $300MM Sr. Unsec. Notes 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Tesoro Logistics
LP's proposed $300 million senior unsecured notes due 2021. The
notes are being co-issued by Tesoro Logistics Finance Crop. The
Corporate Family Rating of Ba3 and other ratings of TLLP are
unaffected, and the rating outlook is positive.

The proceeds from the proposed notes offering will be used to
repay borrowings under TLLP's secured revolving credit facility.
On June 3, 2013, TLLP financed the $544 million cash portion of
the $640 million Carson logistics assets drop down through
drawings under its revolving credit facility.

"Tesoro Logistics proposed bond offering is a debt neutral
transaction and will improve the company's liquidity profile,"
commented Gretchen French, Moody's Vice President. "Our underlying
views on TLLP reflected in our June 5 rating action remain
unchanged."

Rating assignments:

  $300 Million Senior Unsecured Notes due in 2021, Rated B1 (LGD
  5, 73%)

Moody's current ratings for Tesoro Logistics LP are:

  Corporate Family Rating of Ba3

  Probability of Default Rating of Ba3-PD

  $350 Million Senior Unsecured Notes due 2020, Rated B1 (LGD 5,
  73%)

Speculative Grade Liquidity rating of SGL-3

Ratings Rationale:

TLLP's B1 rated senior unsecured notes reflect both the overall
probability of default of the company, to which Moody's assigns a
Probability of Default Rating of Ba3-PD, and a loss given default
of (LGD 5, 73%). The notes are rated one notch below the Ba3
Corporate Family Rating, reflecting the contractual subordination
of the notes to TLLP's $575 million credit facility. The unsecured
notes have upstream guarantees from substantially all of TLLP's
subsidiaries.

On a standalone basis, Moody's views TLLP's credit profile as more
consistent with a B1 rating, reflecting its stable cash flows from
long-term, fee-based contracts with minimum volume commitments and
visible growth trajectory, but restrained by its small size,
limited track record as both a master limited partnership (MLP)
and with its pro-forma portfolio of assets, and aggressive growth
strategy and high distributions associated with its MLP structure.
However, the Ba3 Corporate Family Rating reflects one notch of
uplift from its strategic importance to its parent company and
general partner, Tesoro Corporation (TSO, Ba1 stable). TLLP
provides TSO with critical infrastructure, a coordinated growth
strategy, and supportive contracts. Additionally, TSO's support is
reflected in its 36% common unit ownership stake, plus a 2%
general partner stake, in Tesoro Logistics.

TLLP's SGL-3 rating reflects the expectation for adequate
liquidity through early 2014. Pro forma for the proposed bond
issuance, the company will have $244 million drawn under its $575
million bank credit facility and cash balances of roughly $93
million. The credit facility is secured by substantially all of
TLLP's assets, matures in December 2017 and includes covenants of
net debt/EBITDA of no greater than 5x, secured debt/EBITDA of no
greater than 3.5x, and EBITDA/interest of no less and 2.5x. Pro
forma for the first Carson drop down and the recent closed
acquisition of the Northwest Products System from Chevron, Moody's
estimates that covenant headroom will tighten somewhat, with
covenant net debt/EBITDA increasing to about 3.9x. In addition,
given limited revolver capacity, funding of the second Carson drop
down, estimated at $450 million to $550 million, will be
contingent on capital markets access. In order to maintain
sufficient covenant compliance after these acquisitions, Moody's
believes the company will need to finance its future dropdowns
with a significant portion of equity.

TLLLP's positive outlook reflects the company's materially
increasing scale and asset diversity, with a continued high
percentage of contracted, fee-based revenues from its parent
company and general partner, TSO.

TLLP's ratings could be upgraded if the company is able to
increase in size and scale while maintaining reasonable leverage
(EBITDA approaching $200 million and debt/EBITDA below 4.5x) and
adequate distribution coverage. However, future rating action
would consider TLLP's success in integrating and financing the
Carson drop downs, including the degree of equity financing of the
dropdowns.

TLLP's ratings could be downgraded if debt/EBITDA were to be
sustained above 5x, which would most likely occur because of a
leveraging acquisition, or if the company acquired a significant
amount of new assets with a weak business risk profile. If TSO's
credit quality were to materially decline, this would also
pressure TLLP's ratings.

The principal methodology used in this rating was the Global
Midstream Energy 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.

Tesoro Logistics LP is a master limited partnership headquartered
in San Antonio, Texas.


TESORO LOGISTICS: S&P Rates $300MM Unsecured Notes 'BB-'
--------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
issue-level rating and '4' recovery rating to Tesoro Logistics
L.P.'s and Tesoro Logistics Finance Corp.'s proposed
$300 million senior unsecured notes due 2021.

The recovery rating of '4' indicates S&P's expectation of average
(30% to 50%) recovery if a payment default occurs.  The
partnership intends to use net proceeds to reduce borrowings under
its secured revolving credit facility, which it used to partially
fund the cash portion of the $640 million Carson refinery
acquisition from Tesoro Refining & Marketing Co. LLC, a subsidiary
of parent Tesoro Corp., on June 1, 2013.

San Antonio-based Tesoro Logistics is a midstream energy
partnership that gathers, transports, and stores crude oil and
distributes, transports, and stores refined products.  S&P's
corporate credit rating on Tesoro Logistics is 'BB-', and the
outlook is stable.

Ratings List
Tesoro Logistics L.P.
Corporate credit rating                          BB-/Stable/--

New Rating
Tesoro Logistics L.P.
Tesoro Logistics Finance Corp.
$300 million senior unsecured notes due 2021     BB-
  Recovery rating                                 4


THQ INC: Graphics Co. Wants IP Claim Set at $62MM
-------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that computer
graphics designer McRo Inc. said that it has a $62 million
bankruptcy claim against defunct video game maker THQ Inc. from a
patent dispute and cited a recent Federal Circuit decision that
laid out pleading standards in intellectual property suits to back
up its case.

According to the report, THQ had argued in U.S. Bankruptcy Court
in the District of Delaware that the graphics designer's claim was
insufficient because it didn't list which video games purportedly
violated its patents or what damages it supposedly suffered as a
result.

                          About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- was a worldwide
developer and publisher of interactive entertainment software.
The Company developed its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles, California, THQ sold product through
its network of offices located throughout North America and
Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.  Michael R.
Nestor, M. Blake Cleary and Jaime Luton Chapman at Young Conaway
Stargatt & Taylor, LLP; and Oscar Garza at Gibson, Dunn & Crutcher
LLP represent the Debtors.  FTI Consulting and Centerview Partners
LLC are the financial advisors.  Kurtzman Carson Consultants is
the claims and notice agent.

Before the bankruptcy, Clearlake signed a contract to buy Agoura
THQ for a price said to be worth $60 million.  After a 22-hour
auction with 10 bidders, the top offers brought a combined $72
million from several buyers who will split up the company. Judge
Walrath approved the sales in January.  Some of the assets didn't
sell, including properties the company said could be worth about
$29 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
persons to serve in the Official Committee of Unsecured Creditors.
The Committee tapped Houlihan Lokey Capital as its financial
advisor and investment banker, Landis Rath & Cobb as co-counsel
and Andrews Kurth as counsel.


VALENCE TECHNOLOGY: Lincoln Center Lease Extended Until Dec. 31
---------------------------------------------------------------
The Hon. Craig A. Gargotta of the U.S. Bankruptcy Court for the
Western District of Texas authorized Valence Technology, Inc., to
execute a lease amendment extending the term of the lease
agreement with Lincoln Center Properties, LLC, from Oct. 1, 2013,
and ending Dec. 31.

All objections to the motion have been resolved by the order or
are overruled in their entirety.

                     About Valence Technology

Valence Technology, Inc., filed a Chapter 11 petition (Bankr. W.D.
Tex. Case No. 12-11580) on July 12, 2012, in its home-town in
Austin.  Founded in 1989, Valence develops lithium iron magnesium
phosphate rechargeable batteries.  Its products are used in hybrid
and electric vehicles, as well as hybrid boats and Segway personal
transporters.

The Debtor disclosed debt of $82.6 million and assets of
$31.5 million as of March 31, 2012.  The Debtor disclosed
$24,858,325 in assets and $78,520,831 in liabilities as of the
Chapter 11 filing.  Chairman Carl E. Berg and related entities own
44.4% of the shares.  ClearBridge Advisors LLC owns 5.5%.

Judge Craig A. Gargotta presides over the case.  The Company is
being advised by Sabrina L. Streusand at Streusand, Landon &
Ozburn, LLP with respect to bankruptcy matters.  The petition was
signed by Robert Kanode, CEO.

On Aug. 8, 2012, the U.S. Trustee for Region 7 appointed five
creditors to serve on the Official Committee of Unsecured
Creditors of the Debtor.  Brinkman Portillo Ronk, PC, serves as
its counsel.


VERISIGN INC: Share Repurchase Program Hike No Impact on Ba2 CFR
----------------------------------------------------------------
Moody's Investors Service said that VeriSign, Inc.'s announcement
that it increased its share repurchase program to $1 billion does
not affect its Ba2 corporate family rating or stable ratings
outlook. The increased share buyback program does not have an
expiration date. Verisign's Ba2 rating reflects Moody's
expectation that the company will return excess cash to
shareholders and that share repurchases will be executed within
the context of the company's free cash flow and liquidity.
Furthermore, Moody's expects the company to generate strong free
cash flow relative to debt and total debt to EBITDA leverage
should decline from EBITDA growth.

Headquartered in Reston, VA, Verisign provides Internet
infrastructure services. Verisign reported approximately $930
million in revenue in the twelve months ended June 30, 2013.


VERTIS HOLDINGS: Has Until Oct. 7 to Remove Civil Actions
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until Oct. 7, 2013, Vertis Holdings, Inc., et al.'s deadline to
file notices of removal of civil actions related proceedings to
which the Debtor are or may become parties.

Vertis Holdings Inc. -- http://www.thefuturevertis.com/--
provides advertising services in a variety of print media,
including newspaper inserts such as magazines and supplements.

Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821),
returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to
sell the business to Quad/Graphics, Inc., for $258.5 million,
subject to higher and better offers in an auction.

As of Aug. 31, 2012, the Debtors' unaudited consolidated financial
statements reflected assets of approximately $837.8 million and
liabilities of approximately $814.0 million.

Bankruptcy Judge Christopher Sontchi presides over the 2012 case.
Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal,
and Cadwalader, Wickersham & Taft LLP.  Quad/Graphics is advised
by Blackstone Advisory Partners, Arnold & Porter LLP and Foley &
Lardner LLP, special counsel for antitrust advice.  Kurtzman
Carson Consultants LLC is the Debtors' claims agent.

Quad/Graphics is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail inserts/circulars, direct mail,
books, directories, and commercial and specialty products,
including in-store signage. Headquartered in Sussex, Wis. (just
west of Milwaukee), the Company has approximately 22,000 full-time
equivalent employees working from more than 50 print-production
facilities as well as other support locations throughout North
America, Latin America and Europe.

Vertis first filed for bankruptcy (Bankr. D. Del. Case No.
08-11460) on July 15, 2008, to complete a merger with American
Color Graphics.  ACG also commenced separate bankruptcy
proceedings.  In August 2008, Vertis emerged from bankruptcy,
completing the merger.

Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 10-16170) on Nov. 17, 2010.  The Debtor estimated its
assets and debts of more than $1 billion.  Affiliates also filed
separate Chapter 11 petitions -- American Color Graphics, Inc.
(Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr.
S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case
No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No.
10-16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and
Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174).  The
bankruptcy court approved the prepackaged Chapter 11 plan on
Dec. 16, 2010, and Vertis consummated the plan on Dec. 21.  The
plan reduced Vertis' debt by more than $700 million or 60%.

GE Capital Corporation, which serves as DIP Agent and Prepetition
Agent, is represented in the 2012 case by lawyers at Winston &
Strawn LLP.  Morgan Stanley Senior Funding Inc., the agent under
the prepetition term loan, and as term loan collateral agent, is
represented by lawyers at White & Case LLP, and Milbank Tweed
Hadley & McCloy LLP.

On Jan. 16, 2013, Quad/Graphics completed the acquisition of
Vertis Holdings for a net purchase price of $170 million.  This
assumes the purchase price of $267 million less the payment of
$97 million for current assets that are in excess of normalized
working capital requirements.


WINDMILL DURANGO: Sec. 341 Meeting of Creditors on Aug. 29
----------------------------------------------------------
There's a meeting of creditors of Windmill Durango Office II, LLC,
on Aug. 29, 2013 at 1 p.m. at 341s - Foley Bldg, Rm 1500, in Las
Vegas, Nevada.

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

Last day to file proofs of claim is on Nov. 27, 2013.

Windmill Durango Office II, LLC, filed a Chapter 11 petition
(Bankr. D. Nev. Case No. 13-16523) in Las Vegas, Nevada, on
July 26, 2013.  Matthew C. Zirzow, Esq., at Larson & Zirzow, in
Las Vegas, serves as counsel.  The Debtor estimated at least
$10 million in assets and liabilities.


* Fitch Releases Global Short-Term 2012 Transition, Default Update
------------------------------------------------------------------
Fitch Ratings published on July 29, 2013 a new study on the rating
migration and default experience of Fitch-rated global corporate
and structured finance short-term ratings in 2012, including the
historical 23-year period.

Fitch recorded five short-term corporate finance defaults in 2012,
up from three in 2011. The five defaults were all rated non-
investment grade 12 months prior to default. The resulting 2012
average 12-month default rate was 0.33%, in line with the
historical 1990 to 2012 12-month average of 0.30%.

The share of corporate finance short-term ratings downgraded in
2012, 7.5%, slipped from the prior year's 9.2%. However,
downgrades once again topped upgrades of 3.1% in 2012 (versus 2.5%
in 2011). By broad sector, downgrades of industrial issuers
increased year-over-year to 7.4% from 5% in 2011, while the
financial institution downgrade rate fell to 7.6% from 11.5%.

For the fourth consecutive year, there were no short-term
structured finance defaults in 2012. In addition, rating stability
remained high, with 96% of ratings either remaining unchanged or
paying in full for the year.

The study is titled 'Fitch Ratings Global Short-Term 2012
Transition and Default Update' and is available on Fitch's web
site under Credit Market Research.


* Fitch: U.S. Money Fund Exposure to Eurozone Banks Stabilizes
--------------------------------------------------------------
U.S. prime money market fund (MMF) exposure to Eurozone banks has
remained relatively steady through the first-half (1H) of 2013
except for a temporary drop in March, according to a Fitch Ratings
report.

Exposure to Eurozone banks represents 14.5% of total MMF assets
within Fitch's sample as of end-June 2013. Fitch believes this
stability in part reflects improved investor sentiment towards the
Eurozone following last summer's European Central Bank (ECB)
actions.

Between end-June 2012 through end-June 2013, MMF allocations to
Eurozone banks increased 89% on a dollar basis. Although the
intensity of the Eurozone crisis continued to subside through 1H
2013, Fitch notes that MMF exposure to banks in that region remain
approximately 60% below their May-2011 levels. Fitch believes that
there are several indications that MMF Eurozone allocations of 15%
- the average through 1H 2013 - could be a new steady state rather
than a move towards the full resumption of mid-2011 levels.

The proportion of eurozone and European exposure in the form of
repos has remained below 20% of these banks' collective exposure
in each of the past three months, well below the levels of roughly
40% of exposure during the height of the crisis last summer.

The full report 'U.S. Money Fund Exposure to European Banks:
Stabilization' is available at 'www.fitchratings.com.' Fitch's
sample is based on the top-10 U.S. prime money market funds, which
represents approximately $652 billion - or 46% - of the estimated
$1.43 trillion in total U.S. MMF assets under management.


* Fitch: Cumulative US CMBS Defaults Diminishing in Size & Speed
----------------------------------------------------------------
The rate of cumulative defaults slowed again last quarter for U.S.
CMBS while the size of the newly defaulted loans continues to
decrease, according to Fitch Ratings.

Fitch's U.S. CMBS cumulative default rate for fixed-rate CMBS
increased only ten basis points (bps) in second-quarter 2013
(2Q'12) to 13.7% . The rate of increase was smaller than the 18 bp
rise at the end 1Q'13 from year-end 2012.

In 2Q'13, 97 loans, totaling $1.4 billion newly defaulted down
from 101 loans, $2 billion newly defaulting in 1Q'13. Another
encouraging sign is that most newly defaulted CMBS loans are much
smaller in size. In fact, 72 of the 97 newly defaulted CMBS loans
were under $15 million.

By property type, office continued to make up the greatest
component of new defaults with 47 loans, totaling $647 million.
The majority of the office defaults were in secondary markets,
which continue to be under pressure.


* Bankruptcy Filings Fall 17 Percent in First Half of 2013
----------------------------------------------------------
Michael Bathon, substituting for Bloomberg bankruptcy columnist
Bill Rochelle, reports that the number of U.S. businesses filing
Chapter 11 petitions with $1 million or more in debt fell 17
percent in the first half of 2013 compared with the same period of
2012, according to data compiled by Bloomberg.

According to the report, California's central district bankruptcy
court was the most active venue and many of the largest cases were
taken on by Delaware's bankruptcy court.  945 companies have filed
Chapter 11's on a consolidated basis in the 2013 period, down from
1,143. Second-quarter Chapter 11's totaled 474, up from 471 in the
first quarter.

The report notes that while Detroit's July 18 Chapter 9 petition
is at the forefront of the public's attention, only one U.S.
municipality sought court protection from January to June, down
from five a year ago.  Fewer foreign companies looked to protect
their assets in the U.S. from creditors with a Chapter 15 petition
and most of those were from Canada.  Nine companies filed Chapter
15 petitions in the second quarter of 2013, bringing this year's
total to 17.  The Southern District of New York bankruptcy court
was the busiest venue for Chapter 15's.

The report discloses that a year ago 22 businesses filed
Chapter 15 petitions and 46 percent of these petitions were
Canadian companies.  During that period, six of the 22 petitions
were handled by New York's Southern District and five were
overseen by the Delaware bankruptcy court.  The first six months
of 2013 have seen three Chapter 15 bankruptcies involving debt of
$1 billion or more: Sino-Forest Corp., STX Pan Ocean and PT
Berlian Laju Tanker.


* Time Limits on Dischargeability Aren't Flexible
-------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to the U.S. Court of Appeals in San
Francisco, the bankruptcy court erred in treating a motion for an
extension of time to object to discharge as a motion for an
extension of time for objecting to dischargeability.

According to the report, a creditor in an individual's Chapter 7
case filed a timely motion for more time to file a complaint under
Section 707 of the Bankruptcy Code objecting to dischargeability
of the debt owing to the creditor.  The creditor didn't also
request more time for objecting to discharge of all debts under
Section 523.

The report notes that at the hearing on the motion for more time,
the bankruptcy judge reviewed the facts and concluded it was a
straightforward dischargeability issue and on the court's own
motion extended the time for a complaint under Section 523.  The
bankrupts appealed and lost in district court.  U.S. Court of
Appeals for the Ninth Circuit vacated that decision in a July 25
opinion by Circuit Judge Jacqueline Nguyen.

The report relates that Judge Nguyen said there's no basis for
extending time for a dischargeability complaint once the time has
expired.  She ruled that motions under Bankruptcy Rules 4004 and
4007 aren't interchangeable.  She also pronounced that that All
Writs Act in Section 105(a) of the Bankruptcy Code isn't a "roving
commission to do equity."

The case is Willms v. Sanderson, 12-35135, U.S. Ninth Circuit
Court of Appeals (San Francisco).


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 3-5, 2013
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Wardman Park, Washington, D.C.
            Contact: http://www.turnaround.org/

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact: 1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      20th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact: 240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact: 1-703-739-0800; http://www.abiworld.org/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday.  Submissions via
e-mail to conferences@bankrupt.com are encouraged.



                            *********

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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