TCR_Public/130801.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, August 1, 2013, Vol. 17, No. 211

                            Headlines

ACCESS MIDSTREAM: S&P Raises CCR & Unsec. Debt Rating to 'BB'
AGFEED INDUSTRIES: Shareholders Want Higher Price Than $79MM
ALLBRITTON COMMUNICATIONS: S&P Removes B+ CCR From Watch Negative
ALLIED SYSTEMS: Yucaipa Settles Creditors' Suit in $58MM Deal
ALLY FINANCIAL: Posts $927-Mil. Net Loss in Second Quarter 2013

AMERICAN AIRLINES: 6 Boeing Aircraft Sale Leaseback, Seal Approved
AMERICAN AIRLINES: Cantor Fitzgerald Says Plan Threatens 9/11 Suit
AMERICAN AIRLINES: Voting Ends; DIP Financing Approved
AMERICAN AIRLINES: Fitch Rates $500 Million Term Loan 'BB-'
AMERICAN AIRLINES: S&P Assigns BB- Rating to $1.55BB DIP Term Loan

AMERICAN AIRLINES: Sept. 30 Deadline to Decide on Alliance Lease
AMERICAN AIRLINES: Dow Chemical Seeks Stay Relief to Pursue Action
AMERICAN AIRLINES: Proposes Addleshaw as Special Counsel
AMERICAN AIRLINES: Satisfies Financing Condition to Tender Offers
AMERICAN INT'L: To Shut Bank Accts in Dodd-Frank Deposits Retreat

AMERICAN INT'L: Bernanke Can Be Deposed in Bailout Suit, Ct. Rules
AMERICAN WEST: Future Claims Representative Sanctioned
AMT INDUSTRIES: Huakan Intends to Enforce Security After Default
APERION COMMUNITIES: Hires Forakis Firm's Adam Hauf as Attorney
ATP OIL: Diamond Offshore & TM Energy Suits Go to Trial

BEACON ENTERPRISE: Director Richard Coyle Quits
BIOVEST INTERNATIONAL: E. Grin Held 62% Equity Stake at July 18
BOWIE RESOURCE: S&P Assigns 'B' CCR & Rates $335MM Term Loan 'B+'
CAESARS ENTERTAINMENT: Incurs $212.2MM Net Loss in Second Quarter
CAMCO FINANCIAL: Posts $6.1 Million Net Income in 2nd Quarter

CAPABILITY RANCH: Case Reassigned to New Judge Laurel Davis
CENGAGE LEARNING: Seeks to Terminate Investigation of Apax
CETERA FINANCIAL: S&P Puts 'B' ICR on CreditWatch Positive
CHS/COMMUNITY HEALTH: Moody's Places 'B1' CFR on Downgrade Watch
COCOPAH NURSERIES: Hearing to Confirm Plan Continued to Aug. 16

DANA HOLDING: Moody's Rates New $600MM Senior Notes 'B2'
DANA HOLDING: S&P Assigns 'BB' Rating to Proposed Notes
DATARAM CORP: CohnReznick LLP Raises Going Concern Doubt
DETROIT, MI: Bankruptcy Judge Urged Not to Halt Tax Appeals
DETROIT, MI: Naming Mediator Brings Authority to Fractious Case

DETROIT, MI: New Red Wing Stadium Should Be Unaffected by Ch. 9
DETROIT, MI: Attorney General Has Two Sets of Lawyers
DETROIT, MI: Bankruptcy Judge Proposes March 1 Plan Deadline
DEWEY & LEBOEUF: Partners Facing Suits Over Unfinished Business
DIGERATI TECHNOLOGIES: Rhodes Wants Motion to Incur Debt Denied

DIGERATI TECHNOLOGIES: Objects to Rhodes' Motion Transfer of Case
DIGERATI TECHNOLOGIES: Lawyer Ordered to Dismiss Nevada Lawsuit
DIGERATI TECHNOLOGIES: Taps LBB & Assoc. for 2011 & 2012 Audit
DPL INC: Ba1 Sr. Debt Rating Remains on Moody's Downgrade Review
DYNEGY HOLDINGS: Operating Companies' Plan Nears Consummation

EARL SIMMONS: DMX Files for Bankruptcy a Third Time
EAST END DEVELOPMENT: Hires DJM & GA Keen as Realty Advisors
EASTMAN KODAK: Shareholder Committee Opposed by U.S. Trustee
EASTMAN KODAK: U.S. Trustee Objects to Bid for Equity Committee
EASTMAN KODAK: ITT Opposes Assignment of Contract to RED-Rochester

EASTMAN KODAK: RSW, et al. Challenge Assumption of Contracts
EDISON MISSION: Noteholders Terminate Transaction Support Pact
EXIDE TECHNOLOGIES: Chief Executive Officer Quits
FLETCHER INT'L: Chapter 11 Trustee Wants Goldin's Rates Revised
FONTAINEBLEAU LAS VEGAS: 11th Circ. Revives Funding Claims

FPL ENERGY: S&P Lowers Rating on $365MM Sr. Sec. Bonds to 'BB-'
FPL ENERGY: S&P Lowers Rating on $125MM Sr. Sec. Bonds to 'B-'
FREESEAS INC: Issues 700,000 Add'l Settlement Shares to Hanover
GABRIEL TECHNOLOGIES: Past History Not Relevant to Liquidation
GENERAL AUTO: U.S. Trustee Asks Court to Disqualify Tonkon Torp

GENERAL AUTO: Plan Confirmed; P&F Seeks Reconsideration
GETTY PETROLEUM: Bankruptcy Court Okays $93MM Pact with Lukoil
GGW BRANDS: Creditors Say Wynn Settlement Is Unfair
GLOBALSTAR INC: Amends 39.5MM Common Shares Resale Prospectus
GMX RESOURCES: Aug. 6 Hearing on Bid to Hire OCPs

GRAYMARK HEALTHCARE: Buys Businesses of Foundation Healthcare
GREGORY WOOD: Can Employ Shumaker Loop as Counsel
GREGORY WOOD: Wins Okay to Employ Johnny Gates as Fin'l Advisor
HAMPTON LAKE: Hires Driggers Commercial as Appraiser
HARVARD DRUG: S&P Assigns 'B' Rating to Proposed $380MM Loan

HAWKER BEECHCRAFT: Uses Technicality to Convince Bankruptcy Judge
HEALTHWAREHOUSE.COM INC: Corona Had 10% Equity Stake at July 25
IDERA PHARMACEUTICALS: Stockholders Elect Three Directors
INOVA TECHNOLOGY: Delays Form 10-K for Fiscal 2013
INVESTMENTS & DEVELOPMENT: Hires Smith & Company as Accountant

J AND Y INVESTMENT: BACM Objects to Approval of Plan Disclosures
JAMES RIVER: BNP Paribas Ceases as Shareholder as of July 23
JEFFERSON COUNTY: Water Utility Blasts Restructuring Plan
JEFFERSON COUNTY: Gets BNY Mellon's Consent on $4.5MM IRS Payment
JOURNAL REGISTER: $3-Mil. Fee Request Questioned

K-V PHARMACEUTICAL: J. Savitz Held 7.3% A Shares at July 17
KINDER MORGAN: Fitch Affirms 'BB+' Issuer Default Ratings
LAGUNA BRISAS: Hearings on Disclosures Continued to Sept. 13
LANDSLIDE HOLDINGS: S&P Assigns 'B+' Rating to $300MM Sr. Loan
LAZY DAYS': 3rd Cir. Flips Dist. Court Ruling in I-4 Land Dispute

LEHMAN BROTHERS: Unit Not Owed Coverage in $15MM RE Suit
LEHMAN BROTHERS: Seeking to Collect $3.2-Bil. on Derivatives
LEHMAN BROTHERS: Settles Swap Deal Disputes With US Bank, et al.
LEHMAN BROTHERS: Settlement of Luxembourg Units' Claims Okayed
LEHMAN BROTHERS: Settlement of LB Securities' Claim Approved

LEHMAN BROTHERS: Wins Add'l 6-Month Stay of Avoidance Suits
LEHMAN BROTHERS: $1.547-Bil. Recovered From ADR Settlements
LEHMAN BROTHERS: Baupost Seeks to Quash Subpoena
LEHMAN BROTHERS: Tschira Withdrawing Claims
LIFECARE HOLDINGS: Govt. Appeal Aims to Stop Gifts in Bankruptcies

MAXCOM TELECOMUNICACIONES: Posts Ps.226MM Net Loss in 2nd Quarter
MERCANTILE BANCORP: Says Holdco Lacks Standing to Object to Sale
MERRIMACK PHARMACEUTICALS: Board OKs $679K Cash Bonus to Execs.
METAVATION: Voluntary Chapter 11 Case Summary
METROCAT RE: S&P Assigns 'BB-' Rating to $200MM Class A Notes

MF GLOBAL: Trustee Again Asks Judge to Ax WARN Suit
MFM DELAWARE: Gets Final OK to Incur Loan and Use Cash Collateral
MFM DELAWARE: Wants to Incur Loan to Pay Insurance Premiums
MFM DELAWARE: Sec. 341 Creditors' Meeting Continued Until Aug. 15
MG ROVER: Deloitte Loses Appeal of Conflict Ruling

MI PUEBLO: Immigration Audits Hurt Hispanic-Oriented Chains
MI PUEBLO: Case Summary & 20 Largest Unsecured Creditors
MOTORCAR PARTS: Amends Fiscal 2013 Annual Report
MPG OFFICE: Court Junks Request to Stop Merger with Brookfield
NAI ENTERTAINMENT: Moody's Rates Proposed $300MM Secured Bonds B1

NAI ENTERTAINMENT: S&P Assigns 'BB' Rating to $300MM Sr. Notes
NEW ENGLAND COMPOUNDING: Tenn. Victims Win New Avenue for Lawsuits
NIELSEN HOLDINGS: Dividend Payout Increase No Impact on Ratings
NORSE ENERGY: Bids for Drilling Leases Due Aug. 23
NUVILEX INC: Incurs $1.6 Million Net Loss in Fiscal 2013

NUVILEX: Incurs $1.6-Mil. Net Loss in Fiscal 2013
O&G LEASING: U.S. Bank Approved as New Indenture Trustee
OMTRON USA: Assets Sold for $5.36 Million in Bankruptcy Auction
ONCURE HOLDINGS: Aug. 14 Hearing on Adequacy of Plan Outline
ONCURE HOLDINGS: U.S. Trustee Unable to Appoint Creditors Panel

ONCURE HOLDINGS: Ernst & Young Approved as Audit and Tax Advisor
ONCURE HOLDINGS: Gets Approval to Hire Bankruptcy Professionals
ONE2ONE COMMS: Equitable Mootness Doesn't Violate Constitution
ORMET CORP: PUCO Denies Request for Emergency Relief; Hearing Set
OVERSEAS SHIPHOLDING: Capital Product Gains From Sale of Claims

PINNACLE ENTERTAINMENT: Fitch Rates New $800MM Unsecured Notes BB-
PINNACLE ENTERTAINMENT: S&P Rates $800MM Sr. Notes Due 2021 'B+'
POWERWAVE TECHNOLOGIES: Secured Lender Buys Remaining Properties
PROASSURANCE CORP: Moody's Rates Preferred Stock '(P)Ba1'
PVL HOLDINGS: Chapter 11 Case Terminated

RCN TELECOM: S&P Rates $200MM Senior Unsecured Notes 'CCC+'
REALOGY GROUP: Moody's Hikes CFR to 'B2' on Strong Performance
REGIONAL EMPLOYERS: Voluntary Chapter 11 Case Summary
RESIDENTIAL CAPITAL: August Hearings on FGIC Settlement
RESIDENTIAL CAPITAL: May Abandon 68-Acre Lot in Florida

RESIDENTIAL CAPITAL: Proposes Settlement With Regions Bank
RESIDENTIAL CAPITAL: August Hearings on FGIC Settlement
RESIDENTIAL CAPITAL: Credit Unions Say $293MM Claims Timely Filed
RESIDENTIAL CAPITAL: Wins OK to Pay $300MM More to Jr. Creditors
RESIDENTIAL CAPITAL: Wins OK to Pay $230MM for FRB Settlement

RESIDENTIAL CAPITAL: Nassau Treasurer Has Plan Objections
REVSTONE INDUSTRIES: Creditors Seek Seat on Metavation Committee
RURAL/METRO CORP: Bankruptcy Looms for Ambulance Operator
SINCLAIR BROADCAST: Moody's Keeps 'Ba3' CFR Over Allbritton Deal
SPRINGFIELD HOMES: Case Summary & 4 Unsecured Creditors

STACY'S INC: Bank of the West Opposes Sale of Greenhouse Owner
STEARNS HOLDINGS: S&P Assigns 'B+' ICR; Outlook Stable
TIN MAN SNACKS: Meeting to Form Creditors' Panel Set for August 7
TRANS NATIONAL: Phoenix Served as Investment Banker in Asset Sale
W.R. GRACE: 3rd Circuit Nixes Garlock's Appeal From Plan

W.R. GRACE: Reports on 2nd Quarter 2013 Claims Settlement
WIRELESS CAPITAL: Fitch to Rate Class 2013-1B Notes 'BB-'
ZEST ANCHORS: Moody's Assigns 'B3' CFR; Outlook Stable
ZEST HOLDINGS: S&P Assigns 'B' Corp. Credit Rating

* Fitch Says U.S. Transportation Outlook Stable at Mid-Year
* Moody's: Price Differences Low Impact on Canadian E&P Companies
* Moody's Outlook on Unregulated Utilities Remains Negative

* Circuits Split on Judicial Estoppel for Undisclosed Lawsuit

* Recent Small-Dollar & Individual Chapter 11 Filings


                            *********


ACCESS MIDSTREAM: S&P Raises CCR & Unsec. Debt Rating to 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Access Midstream to 'BB' from 'BB-'.  At the same
time, S&P raised its issue-level rating on Access' senior
unsecured debt to 'BB' from 'BB-'.  The '4' recovery rating is
unchanged.  The outlook is stable.

"We base the ratings upgrade on Access' increased size and
geographic diversity, in addition to slightly improved
counterparty risk as a result of CHK's rating outlook revision to
BB-/Stable/-- from BB-/Negative/--.  Access has steadily increased
its scale and geographic footprint through organic capital
spending projects and acquisitions that have been closely aligned
with its core competencies while maintaining an entirely fee-based
contract mix," S&P noted.

"The partnership is in the midst of several growth projects and,
as a result, we project leverage to peak in early 2013 and
decrease modestly by the end of the year to 4.5x as cash flow
gradually increases," said Standard & Poor's credit analyst Nora
Pickens.

"In our view, the primary risk to cash flow relates to Access'
counterparty exposure to CHK.  Because CHK represents 75% to 80%
of Access' forecast EBITDA over the coming years, we believe it
could try to exert pressure on Access to renegotiate contract
terms in a distressed scenario.  In a more extreme case, a CHK
bankruptcy could present substantial uncertainty to Access'
business.  Any potential buyers would need to use the Access
assets to bring the hydrocarbons to basin, but could seek to
renegotiate fees.  Because Access generally makes a low-teens rate
of return on its investments, we believe that the contracts would
likely be considered reasonable.  However, rates on gathering
lines are highly site-specific and generally not publicly
available with any level of granularity," S&P noted.

The outlook on the ratings is stable.  Because of Access Midstream
Partners L.P.'s significant customer concentration with CHK, any
changes to CHK's ratings would cause S&P to reevaluate its ratings
on Access.  Independent of any potential ratings actions on CHK,
S&P could lower its ratings on Access if the partnership
materially increases leverage such that pro forma debt to EBITDA
exceeds 4.75x on a sustained basis or if the company begins to
assume more significant commodity price risk.  S&P could raise the
ratings on Access if the partnership achieves greater customer
diversification while maintaining debt to EBITDA below 4x for a
sustained period.


AGFEED INDUSTRIES: Shareholders Want Higher Price Than $79MM
------------------------------------------------------------
AgFeed Industries Inc., a hog producer in the U.S. and China, is
facing opposition of its request to set auction procedures testing
whether anyone will top the $79 million offer from pork producer
Maschhoffs LLC.  A hearing is slated for August 1.

As widely reported, a group of shareholders are opposing the sale
terms, arguing that the proposed $79 million stalking horse bid
significantly undervalues the hog producer.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that an ad hoc group of eight AgFeed shareholders filed
papers this week contending that the $79 million price is "well
below comparable asset sales for similar assets."  Although the
shareholders said the price "may" pay secured creditors in full,
the sale process should be stretched out to find a better offer
and generate a higher price for unsecured creditors and
stockholders.

According to Bankruptcy Law360, the ad hoc shareholders committee
argued that Agfeed might be worth up to $180 million, but finding
a bidder to put up an adequate amount of money would be difficult.

The Bloomberg report notes that the official creditors' committee
supports a sale, although the panel said Maschhoffs is being
offered a breakup fee that's too large.  The equity group likewise
called the breakup fee an impediment to competing offers.

                      About Agfeed Industries

NASDAQ Global Market Listed AgFeed Industries is an international
agribusiness with operations in the U.S. and China.  AgFeed has
two business lines: animal nutrition in premix, concentrates and
complete feeds and hog production. In the U.S., AgFeed's hog
production unit, M2P2, is a market leader in setting new standards
for production efficiency and productivity.  AgFeed believes the
transfer of these processes, procedures and techniques will allow
its new Western-style Chinese hog production units to set new
standards for production in China. China is the world's largest
pork market consuming 50 percent of global production and over 62
percent of total protein consumed in China is pork.  Hog
production in China currently enjoys income tax free status.


ALLBRITTON COMMUNICATIONS: S&P Removes B+ CCR From Watch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services removed all ratings, including
the 'B+' corporate credit rating, on Arlington, Va.-based TV
broadcaster Allbritton Communications Co. from CreditWatch, where
they were placed with negative implications on May 1, 2013,
following the company's announcement that it was putting itself up
for sale.  The outlook is stable.

The rating action is in response to the announcement that Sinclair
Broadcast Group Inc. has entered into a definitive agreement to
acquire Allbritton's TV stations and news network for
$985 million.  Sinclair stated that they will not be taking on
Allbritton's debt.  S&P expects that the debt at Allbritton will
be fully repaid following the close of the acquisition, at which
point S&P will withdraw the corporate credit rating and issue-
level ratings.

"We view Allbritton's business risk profile as "fair" because of
the company's lack of critical mass, its small revenue base
concentrated in a limited number of TV markets (especially
Washington, D.C.), and its station affiliation with only one major
broadcast network. We assess Allbritton's management as "fair"
under our criteria," S&P said.

Allbritton owns and operates a relatively small eight TV station
portfolio covering one large and five midsize markets ranked from
No. 8 to No. 68, reaching about 5% of U.S. TV households.  The
company is dependent on economic trends in the
Washington/Virginia/Maryland region because its largest station--
the ABC affiliate WJLA in Washington, D.C.--contributes a large
proportion of the company's cash flow.  Also, all of Allbritton's
stations are affiliated with the ABC Network, which makes the
company vulnerable to shifts in ABC's primetime ratings.
Allbritton renewed it affiliation agreement with ABC on Sept. 14,
2012.  S&P views local TV broadcasting as vulnerable to structural
changes in the media and entertainment industry.  S&P expects
competition from alternative media will continue to erode
viewership and, ultimately, advertising revenue over the long
term.  To its benefit, Allbritton's news programs rank No. 1 or
No. 2 in early and late news in most of its markets.  Strong news
programming helps build stable and loyal audiences that, at times,
can overcome weakness in network ratings and help attract
election-related advertising.


ALLIED SYSTEMS: Yucaipa Settles Creditors' Suit in $58MM Deal
-------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that Allied Systems
Holdings Inc.'s unsecured creditors have resolved their suit
against private equity owner The Yucaipa Cos. LLC, filing a
settlement motion in Delaware bankruptcy court that would give the
troubled car hauler $17 million in cash and forgive $41 million of
its debt.

According to the report, the deal represents an arms' length
compromise reached through court-ordered mediation and subsequent
negotiations, according to the joint motion in support, and
approval stands to benefit both Allied and its creditors.

The report said the lawsuit was filed as an adversary proceeding
by the official committee of unsecured creditors.

                         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.


ALLY FINANCIAL: Posts $927-Mil. Net Loss in Second Quarter 2013
---------------------------------------------------------------
Ally Financial Inc. on July 31 reported a net loss of $927 million
for the second quarter of 2013, compared to net income of $1.1
billion in the prior quarter and a net loss of $898 million for
the second quarter of 2012.  The company reported core pre-tax
income of $201 million in the second quarter of 2013, compared to
a core pre-tax loss of $6 million in the prior quarter and core
pre-tax income of $263 million in the comparable prior year
period.  Excluding repositioning items, the company reported core
pre-tax income of $211 million for the quarter.  Core pre-tax
income/loss reflects income from continuing operations before
taxes and original issue discount (OID) amortization expense
primarily from bond exchanges.

The net loss for the quarter was driven by an approximately $1
billion loss from discontinued operations, primarily due to a $1.6
billion charge resulting from Ally's comprehensive settlement
agreement in the ResCap Chapter 11 bankruptcy case.  This was
partially offset by approximately $600 million in tax benefits
related to the settlement charge and the sales of certain of
Ally's international businesses.  Ally's core auto finance
operations continued to generate strong year-over-year U.S.
earning asset growth and improved U.S. net financing revenue for
the quarter.

"As we move into the second half of the year, Ally's strategic
transformation is nearing completion," stated Chief Executive
Officer Michael A. Carpenter.  "The comprehensive settlement
agreement between Ally, ResCap and ResCap's major creditors marked
a watershed moment, and we can now put that tumultuous chapter
behind us.  In addition, the vast majority of the international
businesses have been sold and 84 percent of the total expected
proceeds were received.  These actions have helped to strengthen
Ally and best position the company to return the remaining
investment to the U.S. taxpayer."

"Our leading dealer financial services and direct banking
franchises continued to demonstrate market leadership, posting
strong results during the second quarter," Mr. Carpenter
continued.  "Ally's dealer financial services franchise is well-
positioned in an intensely competitive market. U.S. net financing
revenue and U.S. earning assets were up versus last year,
demonstrating the strength of Ally's dealer-focused approach.

"In addition, Ally Bank surpassed $40 billion in retail deposits
earlier this month, marking a key milestone just four years after
the brand was launched.  During the quarter, the franchise saw its
customer base grow 31 percent year-over-year, demonstrating the
competitive power of Ally Bank's customer-centric business model."

Mr. Carpenter concluded, "As we complete the final stages of
Ally's transformation, we are devoting our full attention and
resources toward strengthening and growing our leading franchises,
which will enable the company to thrive in the future."

Quarterly Operating Results Ally's segments include Automotive
Finance (which primarily includes Ally's U.S. auto finance
operations), Insurance, Mortgage, and Corporate and Other.  As
reported in the fourth quarter of 2012 and first quarter of 2013,
respectively, Ally's international businesses and ResCap's
historical results are classified as discontinued operations.

                            Highlights

-- Ally's industry-leading U.S. auto finance franchise remained
well-positioned, despite significant competition.

-- Strong U.S. net financing revenue growth, up $84 million, or 12
percent, from second quarter last year.

-- Significant growth in U.S. automotive earning assets,
increasing 10 percent compared to second quarter last year.

-- U.S. consumer financing originations at $9.8 billion for the
quarter, despite intense competition and expected, lower subvented
volumes.

-- Leases accounted for 28 percent of second quarter originations.

-- Added nearly 900 new diversified U.S. dealer relationships
compared to the prior year period.

-- Launched Ally Performance Development Center, a Web-based
training site for dealers, providing dealership employees with
customized training to improve process and profitability.

-- Introduced SmartAuction mobile app, which provides dealers with
access to the online used vehicle auction.

-- Ranked first on 2013 Big Wheels Report list of top auto finance
companies, issued by Auto Finance News.

-- Ally's leading insurance operations strengthened and grew
dealer relationships through its full-service, dealer-centric
business model.

-- Written premiums of $276 million for Dealer Products and
Services group - the highest levels since 2008 for continuing
businesses.

-- Continued to grow the number of dealers participating in its
full-suite of services by 7 percent compared to second quarter
2012.

-- Improved floorplan insurance penetration to approximately 82
percent of U.S. dealers with Ally floorplan financing.

-- Ally Bank franchise continued to build its deposit base and
maintained strong customer loyalty with a strong consumer value
proposition.

-- Surpassed $40 billion in retail deposits in early July,
demonstrating continued momentum just four years after Ally Bank
brand was launched.

-- Retail deposits increased $1.1 billion quarter-over-quarter,
and up 31 percent from last year.

-- Grew to 722,000 customers at quarter end, up 31 percent year-
over-year.

-- Quarterly CD retention rate remains strong at 92 percent,
marking two consecutive years with retention rates of 90 percent
or higher.

-- Customer satisfaction remained strong at approximately 93
percent in the second quarter, the fourth consecutive quarter with
scores above 90 percent.

-- Earned the top rating in The Pew Charitable Trusts' study
"Checks and Balances: Measuring Checking Accounts' Safety and
Transparency."

-- Awarded Forrester's 2013 "Outside In" Award in the Customer
Experience Design for Ally Mobile Banking.

-- Ranked second among 30 large banks for its favorable reputation
by the American Banker & Reputation Institute Survey of Bank
Reputations.

-- Ally maintained a strong capital and liquidity profile with
robust interest from lenders and investors.

-- Proceeds received to date from international sales total $7.7
billion, or 84 percent of total expected proceeds.

-- Received $1.1 billion of proceeds from the repayment of
ResCap's secured debt.

-- Completed $3 billion of U.S. auto securitizations in the
quarter.

-- Improved cost of funds, excluding OID, approximately 18 basis
points year-over-year through higher deposits and lower unsecured
debt levels.

-- Improved net financing revenue, excluding OID, 24 percent year-
over-year.

-- Deposits now represent more than 40 percent of Ally Financial's
funding profile.

-- Issued nearly $1.4 billion in unsecured debt in July to replace
higher-cost unsecured debt.

-- Capital ratios improved with a preliminary Tier 1 capital ratio
of 15.4 percent at the end of the second quarter.

-- Time to Required Funding remains strong at more than two years.

-- Including dividends and interest, Ally will have paid
approximately $6.2 billion to the U.S. Treasury as of Aug. 15,
2013, reflecting more than one-third of the investment made in the
company.

Strategic Actions Update During the second quarter of 2013, Ally
took significant steps toward concluding its strategic
transformation, as the company made key progress in its plans to
further strengthen its financial profile, focus on its core,
leading U.S.-based franchises and best position the company to
repay the U.S. taxpayer's investment.

International Businesses On May 2, Ally completed the sale of its
Mexican insurance business, ABA Seguros, to the ACE Group.  On
June 3, Ally also competed the sales of its remaining European
operations, which included primarily its operations in France, to
General Motors Financial Company, Inc. (GM Financial), a wholly-
owned subsidiary of General Motors Co.  To date, Ally has received
approximately $7.7 billion in proceeds from the completed sales of
the international transactions, representing 84 percent of total
proceeds expected from the sale of non-U.S. businesses.  The sale
transactions for the auto finance operations in Brazil, as well as
the joint venture stake in China, to GM Financial, remain in
process.

In total, once completed, the sales are expected to generate
approximately $9.2 billion in proceeds.  Proceeds reflect a
premium to tangible book value of $1.6 billion as of June 30,
2013.

ResCap Chapter 11 Filing On June 26, the plan support agreement
(PSA) entered into by Ally Financial, Residential Capital, LLC
(ResCap) and certain of ResCap's major creditors was approved by
the Honorable Judge Martin Glenn in the U.S. Bankruptcy Court,
enabling all parties involved to move forward to the final stages
of ResCap's Chapter 11 cases and resolve the associated mortgage-
related issues.  The Chapter 11 plan (the plan) contemplated by
the PSA was filed with the U.S. Bankruptcy court on July 3, 2013,
and the court has scheduled a hearing to consider approval of the
disclosure statement associated with the plan for Aug. 21, 2013.

Under the terms of the PSA, Ally received broad releases of
pending claims and potential future mortgage-related claims
against Ally related to ResCap's businesses, other than certain
securities claims by the Federal Housing Finance Agency (FHFA) and
the Federal Deposit Insurance Corporation (FDIC).  Ally has agreed
to contribute $1.95 billion in cash to the ResCap estate, as well
as the first $150 million of the insurance recoveries Ally expects
to receive in connection with mortgage-related losses, with such
amount guaranteed by Ally to be paid no later than Sept. 20, 2014.
Ally will make the cash payment on the effective date of the plan,
which, pending court approval, is expected to occur in the fourth
quarter of this year.

As contemplated by the PSA, on June 13, ResCap paid Ally
approximately $1.1 billion of its secured credit facilities
provided to ResCap.

Liquidity and Capital Ally's consolidated cash and cash
equivalents grew to $7.8 billion as of June 30, 2013, compared to
$7.4 billion at March 31, 2013.  Included in the June 30, 2013
cash balances are: $3.1 billion at Ally Bank and $736 million at
the Insurance business.

Ally's total equity was $19.2 billion at June 30, 2013, compared
to $20.5 billion at the prior quarter's end.  The company's
preliminary second quarter 2013 Tier 1 capital ratio was 15.4
percent, up compared to the prior quarter driven by a reduction in
risk-weighted assets due to the completed sale transactions of
certain of Ally's international businesses, partially offset by
the charge taken as a result of the ResCap settlement.

The company submitted its mid-year Dodd-Frank Act Stress Test plan
to the Federal Reserve in July, and Ally continues to engage in
dialogue with the regulator on the company's Comprehensive Capital
Analysis and Review resubmission.

Funding Ally continued to execute a diverse funding strategy
during the second quarter of 2013 and completed new secured U.S.
funding transactions totaling approximately $3 billion in the
second quarter. Additionally, deposits now represent more than 40
percent of the parent's funding profile.  In July, the company
issued new fixed and floating rate, unsecured notes totaling
nearly $1.4 billion to retire legacy, high-coupon callable
SmartNotes debt, as part of a liability management strategy to
continue to improve Ally's cost of funds.

The company's Time to Required Funding remains strong at more than
two years as of June 30.  This is a liquidity measure expressed as
the number of months that the company expects to be able to meet
its ongoing liquidity needs as they arise without issuing
unsecured debt. It assumes no changes in U.S. asset growth
projections and that the auto asset-backed securities market
remains open.

                            Deposits

The company remains focused on growing quality deposits through
its direct banking subsidiary Ally Bank.  Ally Bank's deposit
growth remained strong in the second quarter with retail deposits
increasing $1.1 billion to $39.9 billion as of June 30, 2013,
compared to $38.8 billion at the end of the prior quarter.  The
franchise surpassed $40 billion in retail deposits in the first
half of July 2013, just four years after the launch of the Ally
Bank brand.  Brokered deposits at Ally Bank totaled approximately
$9.6 billion as of June 30, 2013, down $325 million from the prior
quarter.  Quarterly CD retention rates remained strong at 92
percent, marking two consecutive years of rates at 90 percent or
higher.  The Ally Bank franchise sustained its momentum by
steadily expanding its customer base, growing 31 percent year-
over-year to approximately 722,000 customers, as it continues to
attract and retain customers through Ally Bank's enhanced
consumer-centric value proposition.

Ally Bank For purposes of quarterly financial reporting, Ally
Bank's operating results are included within Auto Finance,
Mortgage and Corporate and Other, based on its underlying business
activities.  During the second quarter of 2013, Ally Bank reported
pre-tax income of $327 million, compared to $420 million in the
corresponding prior year period. Performance in the quarter
continued to be driven by improved net financing revenue,
particularly as a result of growth in leasing.  However, this was
more than offset by lower mortgage revenue as a result of the
company's decision to effectively exit its mortgage business and
run off the existing loan portfolio.  Total assets at Ally Bank
were $92.4 billion at June 30, compared to $94.9 billion at March
31, 2013.  Growth in consumer automotive assets from higher auto
originations was more than offset by lower mortgage-related assets
as a result of the previously noted strategic actions and seasonal
reductions in commercial auto assets.  Approximately 65 percent of
the company's U.S. assets were funded at Ally Bank as of June 30,
2013.

                       Automotive Finance

The Auto Finance segment primarily includes Ally's U.S. auto
finance operations.  As a result of the completed sales and
remaining sales agreements for Ally Financial's international
operations, including auto finance operations in Canada, Europe,
Latin America and the joint venture in China, these businesses are
classified as discontinued operations.

For the second quarter of 2013, Auto Finance reported pre-tax
income from continuing operations of $382 million, compared to
$440 million in the corresponding prior year period.  The decrease
was mainly driven by a larger loan loss provision as the portfolio
continues to shift to a more diversified and higher margin credit
mix.  In addition, the prior year quarter included whole loan sale
gains which did not repeat in the current period, and servicing
fee income was lower, reflecting continued run-off of off-balance
sheet serviced assets.  Net financing revenue was strong,
improving $84 million year-over-year, resulting from continued
growth in earning assets.

U.S. consumer financing originations in the second quarter of 2013
were $9.8 billion, down from $10.5 billion in the corresponding
prior year period, and were comprised of $4.6 billion of new
retail, $2.5 billion of used and $2.8 billion of leases.  U.S.
consumer financing origination levels in the second quarter of
2013 were driven primarily by strong year-over-year origination
growth in the lease channel.  In total, used, lease and
diversified new retail originations continued to account for 60
percent of total U.S consumer originations during the second
quarter of 2013. Subvented business continues to decline as
expected.  As previously reported, Ally's operating agreement with
Chrysler expired in April, and, as anticipated, Ally's subvented
originations for Chrysler have ceased since that time, reducing
originations in that channel.

U.S. earning assets for Auto Finance comprised primarily of
consumer and commercial receivables, and leases, totaled $102
billion, up 10 percent compared to June 30, 2012. U.S. consumer
earning assets totaled $72 billion, up 16 percent year-over-year,
as strong origination volume outpaced asset run-off.  U.S.
commercial earning assets were flat at $30 billion at June 30,
2013, compared to the prior year period.

                            Insurance

Insurance, which focuses on dealer-centric products such as
extended vehicle service contracts (VSCs) and dealer inventory
insurance, reported pre-tax income from continuing operations of
$45 million in the second quarter of 2013, compared to $20 million
in the corresponding prior year period.  Net investment income
increased to $77 million in the second quarter of 2013, compared
to $38 million of income in the comparable prior year period as a
result of strong investment gains.  This was partially offset by
an underwriting loss of $32 million in the quarter, compared to a
loss of $18 million in the corresponding prior year period
resulting from a gain on sale from the Canadian Personal Lines
business recorded in the second quarter of 2012.

Insurance's Dealer Products and Services group experienced strong
written premiums with $276 million for the second quarter of 2013
in its continuing businesses, an increase of $16 million compared
to second quarter 2012 -- the highest level of written premiums
since 2008.  The group continued to grow the number of dealers
participating in its full suite of training, technology, support
and consultative services, improving participation 7 percent year-
over-year.  Moreover, the business improved its high wholesale
insurance penetration levels, with approximately 82 percent of
U.S. dealers with Ally floorplan financing also carrying floorplan
insurance with the company.

                            Mortgage

During the second quarter 2013, Mortgage reported a pre-tax loss
of $43 million, compared to pre-tax income of $102 million during
the second quarter of 2012.  Excluding $16 million of
repositioning items for costs associated with the completion of
the sale of Ally Bank's MSR portfolio, Mortgage reported a pre-tax
loss of $27 million for the quarter.  Performance was lower
following the decision to effectively exit the company's mortgage
business and cease new originations during the quarter. The
business has retained approximately $9 billion of held-for-
investment mortgage loans.

Total mortgage loan production in the second quarter of 2013 was
$688 million, consisting primarily of prime conforming loans,
compared to $6.1 billion in the first quarter of 2013 and $5.9
billion in the second quarter of 20121.  As of June 30, the
business has no further loans in its mortgage origination
pipeline, and as a result of the sale of the MSR portfolio, the
bank's MSR assets are less than $1 million.

Corporate and Other Corporate and Other primarily consists of
Ally's centralized treasury activities, the residual impacts of
the company's corporate funds transfer pricing and asset liability
management activities, and the amortization of the discount
associated with new debt issuances and bond exchanges.  Corporate
and Other also includes the Commercial Finance business, certain
equity investments and reclassifications, eliminations between the
reportable operating segments, and overhead previously allocated
to operations that have since been sold or discontinued.

Corporate and Other reported a core pre-tax loss (excluding core
OID amortization expense and repositioning items) of $188 million,
compared to a core pre-tax loss (excluding core OID) of $297
million in the comparable prior year period.  Results were
primarily affected by lower interest expenses, benefiting from
repayment of TLGP and the early retirement of high-cost FHLB debt
that occurred in the fourth quarter of 2012.

OID amortization expense totaled $61 million in the second quarter
of 2013, compared to $96 million reported in the corresponding
prior year period.

                      About Ally Financial

Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/--
is one of the world's largest automotive financial services
companies.  The company offers a full suite of automotive
financing products and services in key markets around the world.
Ally's other business units include mortgage operations and
commercial finance, and the company's subsidiary, Ally Bank,
offers online retail banking products.  Ally operates as a bank
holding company.

GMAC obtained a $17 billion bailout from the U.S. government in
exchange for a 56.3% stake.  Private equity firm Cerberus Capital
Management LP keeps 14.9%, while General Motors Co. owns 6.7%.

The Company's balance sheet at Dec. 31, 2012, showed
$182.34 billion in total assets, $162.44 billion in total
liabilities, and $19.89 billion in total equity.  Ally Financial
Inc. reported net income of $1.19 billion for the year ended
Dec. 31, 2012, as compared with a net loss of $157 million during
the prior year.

                           *     *     *

As reported by the TCR on Feb. 27, 2013, Moody's Investors Service
confirmed the B1 corporate family and senior unsecured ratings of
Ally Financial, Inc. and supported subsidiaries and assigned a
positive rating outlook.

In February 2012, Fitch Ratings downgraded the long-term Issuer
Default Rating (IDR) and the senior unsecured debt rating of Ally
Financial and its subsidiaries to 'BB-' from 'BB'.  The Rating
Outlook is Negative.  The downgrade primarily reflects
deteriorating operating trends in ResCap, which has continued to
be a drag on Ally's consolidated credit profile, as well as
exposure to contingent mortgage-related rep and warranty and
litigation issues tied to ResCap, which could potentially impact
Ally's capital and liquidity levels.  In the Feb. 13, 2013,
edition of the TCR, Fitch Ratings has maintained the Rating Watch
Negative on Ally Financial Inc. including the Long-term IDR 'BB-'.

As reported by the Troubled Company Reporter on May 22, 2012,
Standard & Poor's Ratings Services revised its outlook on Ally
Financial Inc. to positive from stable.  At the same time,
Standard & Poor's affirmed its ratings, including its 'B+' long-
term counterparty credit and 'C' short-term ratings, on Ally.
"The outlook revision reflects our view of potentially favorable
implications for Ally's credit profile arising from measures the
company announced May 14, 2012, designed to resolve issues
relating to Residential Capital LLC, Ally's troubled mortgage
subsidiary," said Standard & Poor's credit analyst Tom Connell.

In the May 28, 2012 edition of the TCR, DBRS, Inc., has placed the
ratings of Ally and certain related subsidiaries, including its
Issuer and Long-Term Debt rating of BB (low), Under Review
Developing.  This rating action follows the decision by Ally's
wholly owned mortgage subsidiary, Residential Capital to file a
pre-packaged bankruptcy plan under Chapter 11 of the U.S.
Bankruptcy Code.


AMERICAN AIRLINES: 6 Boeing Aircraft Sale Leaseback, Seal Approved
------------------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
AMR's motion for an order to enter into sale leaseback
transactions with Next Generation Aircraft Purchase Limited and
AerCap Ireland Limited for up to six Boeing 737-823 aircraft.

As previously reported, "Not only will these transactions permit
the Debtors to realize cash proceeds from the Aircraft, they will
also allow the Debtors to introduce the Aircraft to their business
operations at attractive rental rates. Based upon the foregoing,
the Debtors' decision to pursue the transactions provided for in
the Agreements is supported by sound business reasons and should
be approved."

Separately, the Court also approved the Company's motion to file
certain information related to these transactions under seal, the
report said.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Cantor Fitzgerald Says Plan Threatens 9/11 Suit
------------------------------------------------------------------
Jacqueline Palank writing for Dow Jones' DBR Small Cap reports
that Cantor Fitzgerald & Co. is objecting to American Airlines's
plan to exit Chapter 11 protection, which it warns may interfere
with an approaching trial over whether it is owed damages in
connection with the terrorist attacks of Sept. 11, 2001.

                    About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Voting Ends; DIP Financing Approved
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp., the parent of American Airlines, got court
approval late last week to take delivery of six new Boeing
737-823 aircraft with financing from an affiliate of AerCap
Holdings NV.

According to the report, the financing takes the form of sales and
leasebacks for the aircraft to be delivered between November and
May.  AMR recently completed nine other sale and leaseback
financings with AerCap.  Compared with loans where the airline
retains ownership and the aircraft are subject to a mortgage in
favor of the lender, AMR said leasebacks are advantageous because
they don't entail risk that the value of the aircraft will
decline.

The report notes that the price of the aircraft and the economic
terms of the financings weren't disclosed publicly.  July 30 was
the last day for filing confirmation objections by anyone opposing
approval of AMR's reorganization plan.  Creditors finished voting
on the plan July 29.  Premised on a merger with US Airways Group
Inc., the plan is scheduled for approval in bankruptcy court in
New York at an Aug. 15 confirmation hearing.

                      About American Airlines

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Fitch Rates $500 Million Term Loan 'BB-'
-----------------------------------------------------------
Fitch Ratings has assigned a 'BB-/RR1' rating to American
Airlines, Inc.'s $500 million senior secured term loan. This is an
add-on to the $1.05 billion term loan American issued in June. The
ratings for American Airlines and its parent company AMR Corp.
remain unchanged at 'D' while American remains under Chapter 11
bankruptcy protection.

American Airlines is expected to utilize the accordion feature of
its existing $1.05 billion secured term loan to raise an
additional $500 million, bringing the total term loan to $1.55
billion. The existing term loan was launched in June of this year
and is scheduled to amortize at 1% per annum with the remainder
due at maturity. The proceeds are expected to be used to repay
American's 10.5% secured notes, for the acquisition of aircraft
and for general corporate purposes.

As with the existing term loan, the $500 million add-on will
initially be structured as a Debtor-in-Possession (DIP) loan to be
funded while American is in bankruptcy. While in bankruptcy, the
term loan will have a priority administrative claim. Once American
emerges from bankruptcy and completes the proposed merger with US
Airways (assuming that the merger and exit from bankruptcy are
contemporaneous as described in American's plan of
reorganization), the DIP loan will then convert to a standard six-
year senior secured term loan. Upon completion of the proposed
merger, US Airways Group, Inc. and US Airways, Inc. will become
additional guarantors under the facility. A $1 billion five-year
revolving credit facility will also be available to American after
the company exits from bankruptcy.

Key Rating Drivers:

The facility (term loan and revolving credit facility) will be
secured by a first priority interest in the slots, gates, and
routes which represent American's entire South American franchise.
American's route authorities and slots between the U.S. and South
American countries will be pledged as collateral, as will the gate
leaseholds at foreign airports. Gate leaseholds at the domestic
airports will not be pledged. The collateral package does not
include AMR's Mexican and Central American assets.

In a going-concern scenario (which Fitch considers the most likely
scenario), recovery values are supported by the underlying
collateral's strategic importance to AMR. The company has a
leading share of the U.S./South America market estimated at
roughly 31% of total traffic. The Latin American region also
generates the highest RASM (13.89 cents in 2012, up 3.8%) of any
geographic region in the company, representing some of American's
most profitable routes. (Note that these Latin America figures
include Mexico and Central America, so they are not exactly
representative of the results of the term loan's collateral
package, although Fitch estimates that the collateral package is
responsible for the bulk of the results in AMR's Latin America
segment.) The Latin America region accounts for approximately one-
fifth of AMR's total capacity (31.3 billion ASMs in 2012, up
4.4%), and the region generated $5.8 billion of revenues in 2012,
up 6.5%. Fitch estimates that the region has been one of AMR's
strongest growth contributors in the past several years. Given the
relatively high growth, profitability, and competitive position,
Fitch believes that the Latin American region accounts for a
disproportionately high percentage of the company's enterprise
value compared to its capacity percentage. Therefore, first lien
holders would be expected to hold significant sway in any future
reorganization.

The 'BB-/RR1' rating is supported by the expected recovery from
the collateral securing the facility. Fitch's recovery analysis
focuses on a 'going-concern' valuation in which distressed
enterprise value (EV) is allocated to the various classes of debt
in the company's capital structure. Fitch analyzed distressed EV
in both a merger scenario and a stand-alone (no merger) scenario.
In both scenarios Fitch applied a haircut to estimated EBITDA and
then applied a distressed multiple to determine distressed EV.
Both scenarios resulted in an estimated recovery of at least 91%-
100% to the entire credit facility (term loan and revolver), which
equates to an 'RR1' rating under Fitch's recovery analysis
criteria.

Although the underlying slots, gates, and routes are intangible
assets and are inherently difficult to value, Fitch also conducted
a discrete recovery analysis looking at the value of the
collateral on a stand-alone basis. This analysis utilizes
appraised values from a third party appraiser, and applies further
haircuts to those appraised values. Fitch evaluated the low end of
a range of appraised values and noted that the collateral package
could withstand haircuts of more than 50% and first lien holders
would be expected to receive 91%-100% recovery. Fitch considered
some of the appraiser's assumptions to be conservative, but did
not have access to all of the supporting data, limiting the firm's
ability to assess the reasonableness of the appraisal results.
However, the appraised values were comparable to Fitch's own
estimate of the collateral's proportional share of the estimated
emergence EV.

Notching from Issuer Default Rating (IDR):

Fitch's recovery and notching criteria stipulates that issue
ratings be notched up or down from the underlying issuer IDR based
on recovery prospects. However, while American remains in
bankruptcy protection and its IDR is 'D', Fitch does not believe
that notching from the IDR (which would equate to rating of
'CCC-'), accurately reflects the true credit quality of the
facility. Therefore, Fitch has taken the conservative approach of
notching up three notches from 'B-', which is considered the
lowest potential IDR for American after its emergence from
bankruptcy. Given the recent improvements in American's
profitability, the company's improved debt structure, reduced
concern around labor issues, and the expected benefits from the
proposed merger with US Airways, Fitch could assign an IDR that is
higher than 'B-' upon completion of a full review once the company
exits from bankruptcy. In that case the credit facility ratings
would be upgraded to reflect a three notch uplift from the
assigned IDR.

Rating Sensitivities:
The term loan is supported by a priority administrative claim
while American remains in bankruptcy. Once American exits
bankruptcy, it is unlikely that Fitch will assign an IDR lower
than 'B-'. Therefore, a downgrade is unlikely in the near term.
Conversely, since the facility rating is tied to the airline IDR,
the rating could be upgraded if Fitch assigns a post-emergence IDR
that is higher than 'B-'. Also, any deterioration in the value of
the collateral could affect the recovery rating, and therefore the
notching from the IDR.

Fitch has assigned the following rating:

American Airlines, Inc.

-- Senior secured credit facility 'BB-'.

Fitch currently rates American Airlines as follows:

AMR Corp.

-- IDR at 'D'

American Airlines, Inc.

-- IDR at 'D'


AMERICAN AIRLINES: S&P Assigns BB- Rating to $1.55BB DIP Term Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Fort Worth, Texas-based American Airlines Inc.'s $1.55 billion
debtor-in-possession (DIP) term loan.

The corporate credit rating on American and its parent, AMR Corp.,
remain 'D'.

On June 27, 2013, American, operating under Chapter 11 bankruptcy
protection, closed on a $1.05 billion DIP term loan and a
$1 billion revolving credit facility that it intends to convert to
emergence financing.  The company had originally proposed a
$1.5 billion DIP term loan, but only issued the $1.05 billion.
The company is now proposing adding an incremental $500 million.
S&P's rating is a point-in-time rating and applies only to the DIP
term loan while American is in bankruptcy.  S&P expects to rate
the emergence facility if and when AMR and American exit
bankruptcy.

Because the DIP loan rating is a point-in-time rating, it is
effective only for the date of this report, and S&P will not
review, modify, or provide ongoing surveillance of the rating.
The rating is based on, among other things, the credit agreement
dated July 30, 2013, and  the order issued by the U.S. bankruptcy
court dated May 10, 2013.

A Standard & Poor's rating on a DIP facility reflects its view of
the likelihood of full cash repayment through the company's
reorganization and emergence from Chapter 11.  A rating on a DIP
facility also acknowledges potential ratings enhancement if S&P
believes the assets securing the facility would likely result in
full recovery if liquidation becomes necessary.  S&P's rating on
American's DIP term loan incorporates a 'B' assessment of the
likelihood of cash repayment through American's and AMR's
reorganization and emergence from Chapter 11.  S&P applied a two-
notch enhancement based on its assessment of recovery prospects
under a liquidation scenario.

S&P's assessment of the likelihood of cash repayment through
reorganization is based on its view of the likelihood of
reorganization, the prospects for American repaying the term loan
in cash if it did not convert to emergence financing, and S&P's
criteria relating to DIP facilities with noncash payment features.
S&P believes that AMR and American will likely emerge from
bankruptcy based on the following:

   -- The U.S. bankruptcy court approved AMR's disclosure
      statement on June 7, 2013;

   -- AMR has reached agreements on revised labor contracts with
      its unions and proposed settlements with almost all of its
      creditors and suppliers;

   -- AMR has signed an agreement to merge with US Airways Group
      Inc., which has the support of American's unions and the
      creditors committee and was approved by US Airways'
      shareholders on July 12, 2013;

   -- Because the disclosure statement includes the proposed
      allocation of shares in the merged company between AMR
      creditors and US Airways shareholders, the merged company's
      implied equity value can be estimated from US Airways' share
      price.  Based on that, the disclosure statement indicates
      full recovery for AMR's unsecured creditors; and

   -- AMR's financial results are improving as it implements cost
      cuts and other measures in bankruptcy, and its level of cash
      and short-term investments has averaged at least the
      $4 billion it entered Chapter 11 with, an amount that,
      relative to the company's size, is in line with those at
      other large U.S. airlines.

                         COLLATERAL ANALYSIS

The DIP term loan is secured by slots, gates, and route
authorities (the SGR collateral) that support American's flights
to and from Argentina, Brazil, Chile, Uruguay, Bolivia, Colombia,
Ecuador, Peru, Venezuela, and Paraguay.  The international route
rights are U.S. assets and their legal status is clear. Transfer
is subject only to the U.S. Department of Transportation's (DOT's)
approval, not foreign governments, and the DOT would have a public
policy interest in transferring them to a new user to maintain air
service.  The U.S. government has not blocked the transfer of
routes, either inside or outside an airline's bankruptcy, in the
past.  Under bilateral aviation treaties, airlines can use such
route rights (with the DOT's permission) to fly from any city in
the U.S., meaning that these routes would potentially be of
interest to other airlines that do not intend to fly from the
airports American uses.

An independent appraiser (Morten Beyer & Agnew; mba) valued the
SGR collateral at amounts ranging from $5.7 billion to
$8.1 billion, based on a matrix of various discount rates and
terminal growth rates applied to projected future free cash flows.
The appraisal derived "current market values," defined as "the
expected price at which a transaction would occur between a
willing buyer and seller, neither being forced to buy or sell"
(which would not apply in a bankruptcy scenario).  The valuation
uses a discounted free cash flow approach, based on American's
revenues and operating costs on these routes and on the
appraiser's projections, consistent with the valuation approach
used in other debt secured by international routes and related
assets.

Standard & Poor's focuses on the highest discount rate and the
lowest terminal growth rate in the range that the appraiser uses
because of the risks relating to the airline industry.  These
risks, which apply even to relatively attractive, high-growth
markets such as South American routes, include high fuel prices
and gradually increasing competition (made possible by
liberalization of aviation treaties and scale advantage through
consolidation).

                       DIP RECOVERY ANALYSIS

As part of S&P's DIP loan rating analysis, it assessed prospects
for repayment of principal in the event that American is unable to
reorganize and the bankruptcy proceeding is converted into a
Chapter 7 asset liquidation.  S&P assumed a recovery of 50%, which
is lower than what it would normally assumes for routes with
positive characteristics, such as a high growth rate, high market
share, and some barriers to entry, in S&P's discrete asset
valuation analysis for airlines in a bankruptcy reorganization
scenario.  S&P's use of a lower recovery (higher stress factor)
reflects the likely difficult airline industry conditions that
would accompany a liquidation or breakup of American.  While S&P
believes that its analysis reflects a reasonable degree of
conservatism, it emphasizes that the assumptions and estimates
underlying its liquidation valuation are subject to uncertainties,
contingencies, and future developments that are difficult to
predict.

Based on the terms of the bankruptcy court orders and the credit
agreement, S&P's analysis assumes that the DIP term loan has a
super priority administrative claim status on net asset
liquidation proceeds.  S&P's liquidation assumptions yield a
stressed collateral value of about $2.63 billion against
$1.55 billion of the DIP term loan outstanding, which suggests
that the term loan benefits from strong overcollateralization.  As
a result, S&P applied a two-notch enhancement (the maximum
achievable under S&P's DIP ratings framework) to S&P's underlying
risk assessment of 'B', which results in an overall DIP term loan
facility rating of 'BB-'.

RATINGS LIST

American Airlines Inc.
AMR Corp.
Corporate Credit Rating                 D/--/--

New Rating

American Airlines Inc.
Senior Secured
  $1.55 billion DIP term loan            BB- (point in time)


AMERICAN AIRLINES: Sept. 30 Deadline to Decide on Alliance Lease
----------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan gave AMR Corp. until
Sept. 30 to either assume or reject a maintenance base lease
contract between American Airlines Inc. and AllianceAirport
Authority, Inc.

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: Dow Chemical Seeks Stay Relief to Pursue Action
------------------------------------------------------------------
The Dow Chemical Co. asked the U.S. Bankruptcy Court in Manhattan
to lift the automatic stay to allow the set-off of certain pre-
bankruptcy obligations.

Dow Chemical, a supplier of American Airlines Inc., asserts a
claim in the amount of $115,694 for various underpayments,
unearned discounts and unauthorized deductions allegedly made by
the carrier.  Meanwhile, the company owes $364,247 to American
Airlines.

The stay, if lifted, would allow the setoff of the companies'
pre-bankruptcy obligations, and allow Dow Chemical to pay
$248,552 to AMR Corp.'s regional carrier.

A court hearing is scheduled for August 29.  Objections are due
by August 26.

The Dow Chemical Co. is represented by:

     Gregory A. Blue, Esq.
     DILWORTH PAXSON LLP
     99 Park Avenue, Suite 320
     New York, NY 10016
     Tel: (917) 675-4250
     Fax: (212) 208-6874
     Email: gblue@dilworthlaw.com

          - and -

     Anne Marie P. Kelley, Esq.
     Scott J. Freedman, Esq.
     DILWORTH PAXSON LLP
     457 Haddonfield Road, Suite 700
     Cherry Hill, NJ 08002
     Tel: (856) 675-1952
     Fax: (856) 663-8855
     Email: akelley@dilworthlaw.com
            sfreedman@dilworthlaw.com

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: Proposes Addleshaw as Special Counsel
--------------------------------------------------------
AMR Corp. and its affiliated debtors seek approval from the U.S.
Bankruptcy Court in Manhattan to hire Addleshaw Goddard LLP as
their special counsel.

The firm was previously hired by AMR to serve as "ordinary
course" professional pursuant to the bankruptcy court's Jan. 17,
2012 order.  The firm's aggregate fees, however, are expected to
exceed the $500,000 fee cap imposed by the bankruptcy court.

Pursuant to the Jan. 17 order, any OCP is required to file a
separate retention application under Section 327 of the
Bankruptcy Code if payments to that OCP exceed $500,000 over the
course of AMR's bankruptcy case.

Addleshaw will continue to provide legal services related to
English employment litigation.  It will also provide "English and
UK legal advice" in connection with the restructuring of AMR and
its possible merger with US Airways Group Inc., according to the
court filing.

The firm will charge for its services on an hourly basis in one-
tenth hour increments in accordance with its hourly rates in
effect on the date the services are provided.  The firm's hourly
rates range from $450 to $635 for partners, $450 to $570 for
counsel, $230 to $505 for associates, and $165 to $205 for
paraprofessionals.  It will also seek reimbursement for work-
related expenses.

The firm does not represent interest adverse to AMR and its
estate, according to a declaration by Malcolm Pike, Esq. --
malcolm.pike@addleshawgoddard.com -- a partner at Addleshaw.

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: Satisfies Financing Condition to Tender Offers
-----------------------------------------------------------------
American Airlines, Inc., the principal operating subsidiary of AMR
Corporation, on July 31 announced the satisfaction of the
"Financing Condition" to its previously announced tender offers to
purchase for cash any and all of its 8.625% Class A Pass Through
Certificates, Series 2011-2, its 10.375% Class A Pass Through
Certificates, Series 2009-1, and its 13.0% 2009-2 Secured Notes
due 2016.  The tender offers are made pursuant to and are subject
to the terms and conditions described in the Offer to Purchase
dated as of June 26, 2013 and related Letter of Transmittal dated
as of June 26, 2013.

American on July 31 disclosed that it has issued and sold
approximately $1.4 billion aggregate face amount of American
Airlines, Inc. Class A Pass Through Certificates, Series 2013-2,
thereby satisfying the "Financing Condition" as described in the
Offer to Purchase with respect to each tender offer.  American
previously announced on July 11, 2013 and July 24, 2013,
respectively, the waiver of the "Second Circuit Decision
Condition" and the "Minimum Tender and Instruction Condition," in
each case described in the Offer to Purchase with respect to each
tender offer.

The deadline for withdrawal of tenders of Securities was 5 p.m.,
EDT, on July 10, 2013.  Securities that have been tendered or that
may be tendered prior to the applicable expiration date pursuant
to the tender offers therefore may not be withdrawn unless
required by applicable law.  The expiration date for each tender
offer is 11:59 p.m., EDT, on August 6, 2013, unless extended or
earlier terminated.

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

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

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN INT'L: To Shut Bank Accts in Dodd-Frank Deposits Retreat
-----------------------------------------------------------------
Zachary Tracer, writing for Bloomberg News, reported that American
International Group Inc. will return funds to customers of its
banking unit and shut their accounts as the Dodd-Frank Act places
limits on insurers with deposit-taking units.

AIG Federal Savings Bank "will no longer be servicing retail
deposit accounts as of Sept. 30," according to a letter to
customers, the report related.  "All accounts will be
automatically closed as of that date and any funds, including all
interest due on your accounts, will be returned."

AIG is joining Principal Financial Group Inc. in narrowing its
focus ahead of rules that limit proprietary trading and
investments in private-equity or hedge funds by insurers with bank
units, the report said.  MetLife Inc., Hartford Financial Services
Group Inc. and Allstate Corp. have sold deposits or retreated from
banking as regulators increase oversight.

"AIG Federal Savings Bank is currently undergoing an orderly
transition from a traditional savings bank to a trust only
thrift," Jon Diat, a spokesman for the New York-based insurer,
said in an e-mail to Bloomberg.  Robert Benmosche, the chief
executive officer of New York-based AIG, said last year that the
insurer was weighing whether to shutter its bank to limit the
effects of the Volcker rule. AIG is a savings and loan holding
company, and some of the restrictions may apply to the company
even if it ends its bank status, according to the insurer's annual
report.

The bank had 30 employees and $920.5 million in assets as of March
31, according to Federal Deposit Insurance Corp. data, the report
said.  The Wilmington, Delaware-based unit offered products
including mortgages and certificates of deposit through its
website and over the phone.


AMERICAN INT'L: Bernanke Can Be Deposed in Bailout Suit, Ct. Rules
------------------------------------------------------------------
Sara Forden, writing for Bloomberg News, reported that Federal
Reserve Chairman Ben S. Bernanke will have to give testimony in a
lawsuit against the U.S. brought by Maurice "Hank" Greenberg over
the government's bailout of American International Group Inc.

According to the report, Greenberg's Starr International Co. sued
the U.S. for $25 billion in 2011, claiming the assumption of 80
percent of AIG's stock by the Federal Reserve Bank of New York in
September 2008 was an unconstitutional seizure of property that
violated shareholders' rights to due process and equal protection
of the law.  Switzerland-based Starr contended Bernanke's role in
the transaction made his testimony critical.

"The court is persuaded that Mr. Bernanke is a key witness in this
case and that his testimony will be highly relevant to the issues
presented," Judge Thomas Wheeler of the U.S. Court of Federal
Claims wrote in the ruling, the report related.  "Because of Mr.
Bernanke's personal involvement in the decision-making process to
bail out AIG, it is improbable that the plaintiff would be able to
obtain the same testimony or evidence from other persons or
sources."

Wheeler, who said he will attend the deposition to provide
judicial oversight, said obtaining testimony from high-level U.S.
officials has been a "relatively routine practice" in claims court
when the individual has personal knowledge of relevant
information, the report said.

The case is Starr International Co. v. U.S., 11-cv-00779, U.S.
Court of Federal Claims (Washington).

                          About AIG

With corporate headquarters in New York, American International
Group, Inc., is an international insurance company, serving
customers in more than 130 countries.  AIG companies serve
commercial, institutional and individual customers through
property-casualty networks of any insurer. In addition, AIG
companies are providers of life insurance and retirement services.

At the height of the 2008 financial crisis, AIG experienced a
liquidity crunch when its credit ratings were downgraded below
"AA" levels by Standard & Poor's, Moody's Investors Service and
Fitch Ratings.  AIG almost collapsed under the weight of bad bets
it made insuring mortgage-backed securities.  The Company,
however, was bailed out by the Federal Reserve, but even after an
initial infusion of $85 billion, losses continued to grow.  The
later rescue packages brought the total to $182 billion, making it
the biggest federal bailout in U.S. history.  AIG sold off a
number of its businesses and other assets to pay down loans
received from the U.S. government.


AMERICAN WEST: Future Claims Representative Sanctioned
------------------------------------------------------
Lance Duroni of BankruptcyLaw360 reported that a Nevada bankruptcy
judge revoked the appointment of the future claims representative
in the bankruptcy case of now-reorganized American West
Development Inc. over disclosure violations for which the
representative and his law firm had already forfeited their fees.

According to the report, granting a request from the U.S.
Trustee's Office, U.S. Bankruptcy Judge Mike K. Nakagawa revoked
the order that cleared James L. Moore to act on behalf of future
construction defect claimants targeting the Las Vegas home
builder.

                        About American West

American West Development, Inc. -- fdba Castlebay 1, Inc., et al.
-- is a homebuilder in Las Vegas, Nevada, founded on July 31,
1984.  Initially, AWDI was known as CKC Corporation, but later
changed its name.

AWDI filed for Chapter 11 bankruptcy protection (Bankr. D. Nev.
Case No. 12-12349) on March 1, 2012.  Judge Mike K. Nakagawa
presides over the case.  Brett A. Axelrod, Esq., and Micaela
Rustia Moore, Esq., at Fox Rothschild LLP, serve as AWDI's
bankruptcy counsel.  Nathan A. Schultz, P.C., is AWDI's conflicts
counsel.  AWDI hired Garden City Group as its claims and notice
agent.  American West disclosed $55.39 million in assets and
$208.5 million in liabilities as of the Chapter 11 filing.

James L. Moore, as future claims representative in the Chapter 11
case of American West Development, Inc., tapped the law firm of
Field Law Ltd. as his counsel.


AMT INDUSTRIES: Huakan Intends to Enforce Security After Default
----------------------------------------------------------------
Huakan International Mining Inc. on July 31 disclosed that Gold
Crown LLC, AMT Industries Canada Inc. are still in default in
performing their obligations under the amended and restated letter
agreement between the Purchasers, Mineral Invest International MII
AB and the Company dated March 26, 2013.  Pursuant to the Amended
Agreement, Mineral Invest agreed to guarantee the payments owed to
the Company by the Purchasers in the amount of CAD$4,850,000 plus
accrued interest.

The Company has issued to AMT Industries Canada Inc. a Notice of
Intention to Enforce Security required by Section 244(1) of the
Bankruptcy and Insolvency Act (Canada).  The Notice advises AMT
that it is the Company's intention to enforce its security in the
form of a General Security Agreement following the expiration of
ten days from the date of the Notice.  Following that period, the
Company may take steps available to it to enforce its security in
respect of the Greenwood Gold Property including the appointment
of a Receiver over all of the assets and undertakings of AMT.

AMT Industries Canada, Inc. owns Tillicum Mountain gold property
in south-eastern British Columbia, Canada.  The company is based
in Canada.  As of July 16, 2007, AMT Industries Canada, Inc. is a
subsidiary of Advanced Mineral Technologies, Inc.


APERION COMMUNITIES: Hires Forakis Firm's Adam Hauf as Attorney
---------------------------------------------------------------
Aperion Communities LLLP asks the U.S. Bankruptcy Court for
permission to employ Adam E. Hauf, Esq., at The Forakis Law Firm
PLC, as counsel.

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

Counsel may be reached at:

         Adam E. Hauf, Esq.
         THE FORAKIS LAW FIRM PLC
         346 E. Palm Lane
         Phoenix, AZ 85004
         Tel: (602) 254-2000
         E-mail: ldlaw@ldlawaz.com

                   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.


ATP OIL: Diamond Offshore & TM Energy Suits Go to Trial
-------------------------------------------------------
Bankruptcy Judge Marvin Isgur of the U.S. Bankruptcy Court for the
Southern District of Texas issued a memorandum opinion in two
adversary proceedings filed in ATP Oil & Gas Corporation's
Chapter 11 case:

  * DIAMOND OFFSHORE COMPANY Plaintiff(s), v. ATP OIL & GAS
    CORPORATION Defendant(s), ADVERSARY NO. 12-03425

  * TM ENERGY HOLDINGS LLC, GMZ ENERGY HOLDINGS LLC, AND CLP
    ENERGY LLC Plaintiff(s), v. ATP OIL & GAS CORPORATION, et al
    Defendant(s), ADVERSARY NO.12-03429

The motions for summary judgment considered in the Memorandum
Opinion relate to whether prepetition transactions between ATP and
TM and Diamond constitute real property conveyances or should be
re-characterized as debt instruments.

According to Judge Isgur, with respect TM, the evidence before the
Court indicates a genuine issue of material fact as to the
economic substance of these transactions. Although some of the
Terms in the TM documents are consistent with Louisiana law, there
is no Louisiana authority that supports the proposition that a
transaction that contains all of the Terms in the TM documents are
consistent with a transfer of a Louisiana real property interest.
Judge Isgur said the Court will not examine each Term in
isolation. Rather, to determine whether there should be
recharacterization, the Court will examine the transactions as
whole and integrated.

Judge Isgur held that the Court is unable to determine that the TM
transactions are real property transactions as a matter of law.
Accordingly, TM's Second Motion for Summary Judgment must be
denied. TM's Motion to Exclude Evidence must similarly be denied.

With respect Diamond Offshore, Judge Isgur said there is a genuine
issue of material fact as to the economic substance of the
transactions. Notwithstanding that, had Diamond shown these
interests are unquestionably consistent with what Louisiana law
recognizes as real property interests, it would be entitled to
summary judgment on the issue of whether Louisiana law would allow
recharacterization.

Since the Court is unable to determine that Louisiana law
recognizes (as real property) interests with these
characteristics, Diamond's Motion for Summary Judgment must be
denied. Diamond's Motion for Protective Order must also be denied,
says the Court.

A copy of the Court's July 24, 2013 Memorandum Opinion is
available at http://is.gd/DieI44from Leagle.com.

                         About ATP Oil

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

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

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

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

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

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


BEACON ENTERPRISE: Director Richard Coyle Quits
-----------------------------------------------
Richard Coyle resigned as a member of the board of directors of
Beacon Enterprise Solutions Group, Inc., effective July 28, 2013.

                     About Beacon Enterprise

Beacon Enterprise Solutions Group, Inc., headquartered in
Louisville, Ky., provides international telecommunications and
information technology systems (ITS) infrastructure services,
encompassing a comprehensive suite of consulting, design,
installation, and infrastructure management offerings.  Beacon's
portfolio of infrastructure services spans all professional and
construction requirements for design, build and management of
telecommunications, network and technology systems infrastructure.
Professional services offered include consulting, engineering,
program management, project management, construction services and
infrastructure management services.  Beacon offers these services
under either a comprehensive contract option or unbundled to the
Company's global and regional clients.

The Company's balance sheet at June 30, 2012, showed $7.3 million
in total assets, $8.8 million in total liabilities, and a
stockholders' deficit of $1.5 million.

For the nine months ended June 30, 2012, the Company generated a
net loss of $5.9 million, which included a non-cash impairment of
intangible assets of $2.1 million and other non-cash expenses
aggregating $1.9 million.  Cash used in operations amounted to
$1.0 million for the nine months ended June 30, 2012.  As of June
30, 2012, the Company's accumulated deficit amounted to $42.6
million, with cash and cash equivalents of $75,000 and a working
capital deficit of $4.9 million.  "These conditions raise
substantial doubt about the Company's ability to continue as a
going concern," the Company said in its quarterly report for the
period ended June 30, 2012.


BIOVEST INTERNATIONAL: E. Grin Held 62% Equity Stake at July 18
---------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Eugene Grin and his affiliates disclosed that as of
July 18, 2013, they beneficially owned 62,702,494 shares of common
stock of Biovest International, Inc., representing 62.7 percent of
the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/hm4XWf

                    About Biovest International

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

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

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

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


BOWIE RESOURCE: S&P Assigns 'B' CCR & Rates $335MM Term Loan 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B'
corporate credit rating to Louisville, Ky.-based Bowie Resource
Partners LLC.  The outlook is stable.

At the same time, S&P assigned its 'B+' (one notch higher than the
corporate credit rating) issue-level rating to Bowie's proposed
$335 million first-lien term loan.  The recovery rating on the
proposed first-lien term loan is '2', indicating S&P's expectation
for substantial (70% to 90%) recovery in the event of payment
default.  S&P also assigned its 'CCC+' (two notches lower than the
corporate credit rating) issue-level rating to Bowie's proposed
$121 million second-lien term loan.  The recovery rating on the
proposed second-lien term loan is '6', indicating S&P's
expectation for negligible (0% to 10%) recovery in the event of
payment default.

"The stable outlook reflects our view that credit measures should
remain within our thresholds for the 'B' rating and "aggressive"
financial risk profile, with debt to EBITDA of about 4x and FFO to
total debt of between 12% and 20% in 2013 and 2014.  The rating
and outlook also indicate that Bowie maintains adequate liquidity
to fund internal working capital needs and capital spending," said
Standard & Poor's credit analyst Megan Johnston.

"We could lower the ratings if EBITDA generation were worse than
we expect, leading to leverage in excess of 5x and FFO to total
debt less than 10% for an extended period.  This could occur if
the company faced operating disruptions, particularly at its Bowie
#2 or Sufco mines.  We could also lower the ratings if the
company's liquidity position deteriorated such that we deemed it
to be "less than adequate".  This could occur if capital spending
were higher that we estimate, leading to increased revolving
credit facility borrowings and reduced headroom under its
covenants," S&P added.

It is unlikely that S&P would upgrade Bowie in the next 12 months
given that it very rarely view companies controlled by financial
sponsors to have better than an aggressive financial risk.


CAESARS ENTERTAINMENT: Incurs $212.2MM Net Loss in Second Quarter
-----------------------------------------------------------------
Caesars Entertainment Corporation reported a net loss attributable
to the Company of $212.2 million on $2.15 billion of net revenues
for the quarter ended June 30, 2013, as compared with a net loss
attributable to the Company of $241.7 million on $2.16 billion of
net revenues for the same period during the prior year.

For the six months ended June 30, 2013, the Company incurred a net
loss attributable to the Company of $430.1 million on $4.30
billion of net revenues, as compared with a net loss attributable
to the Company of $522.3 million on $4.36 billion of net revenues
for the same period a year ago.

As of June 30, 2013, the Company had $26.84 billion in total
assets, $27.58 billion in total liabilities and a $738.1 million
total deficit.

"We reached a number of key milestones against our strategic
initiatives in recent months, including breaking ground on
Horseshoe Baltimore; setting a new attendance record at the World
Series of Poker; beginning construction on our meetings facility
in Atlantic City; and executing on our hospitality investments in
Las Vegas," said Gary Loveman, chairman, chief executive officer
and president of Caesars Entertainment Corporation.

"We are also making progress on our strategic transaction to form
Caesars Acquisition Company and Caesars Growth Partners and have
proactively improved our liquidity profile and balance sheet,"
Loveman said.

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

                         http://is.gd/RvsyPe

                      About Caesars Entertainment

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

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

The Company incurred a net loss of $1.49 billion on $8.58 billion
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $666.70 million on $8.57 billion of net revenues
during the prior year.

                           *     *     *

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

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

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

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


CAMCO FINANCIAL: Posts $6.1 Million Net Income in 2nd Quarter
-------------------------------------------------------------
Camco Financial Corporation reported net earnings of $6.15 million
on $6.88 million of total interest income for the three months
ended June 30, 2013, as compared with net earnings of $482,000 on
$7.93 million of total interest income for the same period during
the prior year.

For the six months ended June 30, 2013, the Company reported net
earnings of $6.65 million on $13.74 million of total interest
income, as compared with net earnings of $895,000 on $16.34
million of total interest income for the same period a year ago.

As of June 30, 2013, the Company had $756.77 million in total
assets, $690.84 million in total liabilities and $65.93 million
stockholders' equity.

James E. Huston, president and CEO, said, "Our second quarter
performance reflects additional progress related to plans we are
implementing to further improve asset quality, increase core
deposits and pursue high quality, profitable loans and
investments.  The quarterly financial results included two actions
that particularly benefit current and future performance.
Primarily as a result of the recent sale of the bank's largest REO
property, REO assets at quarter-end were 24% and 42% below the
March 31, 2013 and June 30, 2012 amounts, respectively.  In
addition, the sale terminated future expenses related to this REO
property.  Our recognition of deferred tax assets in the second
quarter was based on improving fundamentals and forecasts of
future performance.  Specific emphasis is being directed toward
both interest income and non-interest income opportunities
compatible with our long-term strategy.  We look forward to
realizing further achievements during the second half of this year
as we continue to pursue these growth plans."

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

                        http://is.gd/SdjE8L

                       About Camco Financial

Cambridge, Ohio-based Camco Financial Corporation is a bank
holding company that was organized under Delaware law in 1970.
Camco is engaged in the financial services business in Ohio,
Kentucky and West Virginia, through its wholly-owned subsidiary,
Advantage Bank, an Ohio bank.  On March 31, 2011, Camco divested
activities related to Camco Title Agency and decertified as a
financial holding company.  Camco remains a bank holding company
and continues to be regulated by the Federal Reserve Board.

Plante & Moran PLLC, in Auburn Hills, Michigan, noted that the
Corporation's bank subsidiary is not in compliance with revised
minimum regulatory capital requirements under a formal regulatory
agreement with the banking regulators, and that failure to comply
with the regulatory agreement may result in additional regulatory
enforcement actions.

As discussed in Note K, Camco's wholly-owned subsidiary Advantage
Bank's Tier 1 capital does not meet the requirements set forth in
the 2012 Consent Order.  As a result, the Corporation will need to
increase capital levels.

The Corporation reported net earnings of $4.2 million on net
interest income (before provision for loan losses) of
$23.9 million in 2012, compared with net earnings of $214,000 on
net interest income of $214,000 on net interest income (before
provision for loan losses) of $25.9 million in 2011.

The Company's balance sheet at March 31, 2013, showed $763.36
million in total assets, $702.65 million in total liabilities and
$60.71 million in total stockholders' equity.


CAPABILITY RANCH: Case Reassigned to New Judge Laurel Davis
-----------------------------------------------------------
After consultation with and based upon the oral and written
directives of the bankruptcy judges, Judge Bruce A. Markell's
bankruptcy cases pending in the Las Vegas office of the court and
all associated cases have been reassigned to the newly appointed
Bankruptcy Judge for the District of Nevada.

The bankruptcy case of Capability Ranch, LLC, fdba Monroe Property
Company, LLC and any related adversary proceedings are reassigned
to the Hon. Laurel E. Davis, Bankruptcy Judge for the District of
Nevada.

                      About Capability Ranch

Las Vegas-based Capability Ranch, LLC, fdba Monroe Property
Company, LLC, filed for Chapter 11 bankruptcy (Bankr. D. Nev. Case
No. 12-21121) on Sept. 21, 2012.

Bankruptcy Judge Bruce A. Markell originally oversaw the case.
The Hon. Laurel E. Davis later assumed the case.

Thomas H. Fell, Esq., Gabrielle A. Hamm, Esq., and Kirk D.
Homeyer, Esq. at Gordon Silver, serve as the Debtor's counsel.

Capability Ranch estimated assets and debts of $50 million to
$100 million.  The Debtor said it owns property on 40060 Paws Up
Road in Greenough, Montana.  The property is a 37,000-acre luxury
Montana ranch and Montana resort.  According to
http://www.pawsup.com/, The Resort at Paws Up has 28 luxury
vacation homes and 24 luxury camping tents.  The resort offers
horseback riding, fly fishing, and spa treatments.


CENGAGE LEARNING: Seeks to Terminate Investigation of Apax
----------------------------------------------------------
BankruptcyData reported that Cengage Learning's official committee
of unsecured creditors filed with the U.S. Bankruptcy Court a
motion for order terminating or, in the alterative, suspending the
Debtors' pre-petition investigation into certain conduct of Apax
Partners and its affiliates.

The motion explains, "The Committee submits this Motion to ensure
that its fiduciary and statutory rights, powers and duties
conferred upon it under the Bankruptcy Code...are not
inadvertently or inappropriately usurped, impaired, or impeded by
continuation of the prepetition investigation into the purchase by
Apax Partners, L.P. and certain of its affiliates (collectively
'Apax') of over $1 billion in debt instruments of the Debtors (the
'Prepetition Investigation'). The Prepetition Investigation must
also not impair, impede or adversely affect the Committee's
ability to bring claims, if any, against Apax, as it appears the
Debtors cannot reasonably be expected to bring claims against Apax
(an insider which controls the Debtors), and the presence of an
independent party like the Committee is essential to the process,"
the report said.

The motion continues, "Further and importantly, the Committee is
concerned that the Prepetition Investigation is being orchestrated
by the Debtors in an effort to preempt and/or ultimately preclude
the Committee from conducting its own diligence and independent
investigation in accordance with its statutory and fiduciary
duties and from ultimately asserting claims against Apax, to the
extent deemed appropriate by the Committee....The lack of openness
by the Debtors about an investigative process that is supposed to
provide transparency and comfort to their creditors is
troublesome, particularly given the magnitude of the underlying
issues centered around Apax and its conduct and their potential
impact on these estates," the report added.

                      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.


CETERA FINANCIAL: S&P Puts 'B' ICR on CreditWatch Positive
----------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'B'
issuer credit rating on Cetera Financial Group Inc. on CreditWatch
with positive implications.  S&P also placed its 'B' issue ratings
on the company's proposed $210 million senior secured first-lien
term loan and $25 million revolving credit facility on CreditWatch
positive.

The CreditWatch action follows Cetera's revision of its proposed
capital structure.  The company is lowering its proposed funded
debt by $55 million to $210 million and is reducing its dividend
to shareholders to $80 million.  "We believe that this revision
will strengthen credit metrics to a level that is in line with a
'B+' issuer credit rating," said Standard & Poor's credit analyst
Olga Roman.

The ratings on Cetera reflect the firm's aggressive financial
management, including a considerable debt burden and negative
tangible equity, as well as integration risk as a result of
several recent acquisitions.  Although these acquisitions enabled
Cetera to quickly gain scale and become one of the largest
independent brokers, S&P views negatively its limited track record
of operating as an independent firm, rapid growth, and still
relatively small size in the highly competitive U.S. brokerage
business.  S&P believes that favorable trends in the U.S.
independent financial advisory industry and the firm's variable
cost structure and limited balance sheet risk only partially
offset these weaknesses.

Cetera provides brokerage and registered investment advisor
platforms, services, and training to independent financial
advisors (FAs).  Since its 2010 lift out from ING, the firm has
rapidly become one of the largest independent brokers, with
approximately 5,700 producing financial advisors and
$113 billion in total client assets as of March 31, 2013.  Cetera
operates four divisions that enable it to leverage its scale while
also catering to a variety of independent brokerage and financial
advisor niches.  Cetera's FAs are mostly independent contractors.
We believe that companies with an independent contractor model
have inherently higher operating and compliance risks than
employee model firms that have direct supervision in each of their
offices.  Cetera mitigates the risk of the independent model
through its approximately 600 people in supervision, compliance,
and risk management functions, including 480 field supervisors.

Cetera is pursuing a $235 million credit facility, consisting of a
$210 million senior secured first-lien term loan and a $25 million
senior first-lien revolving facility, which S&P expects to remain
undrawn at the time of the transaction.  The company intends to
use the proceeds and $68 million of cash on the balance sheet to
repay $114 million of existing debt, pay $80 million dividend to
shareholders, and finance $62 million for the MetLife
acquisition.  Pro forma debt to adjusted EBITDA based on Cetera's
pro forma EBITDA for the 12 months ended June 30, 2013 (including
run-rate EBITDA for the acquisition of the MetLife businesses:
Tower Square Securities and Walnut Street Securities) will be
approximately 3x and adjusted EBITDA interest coverage will be
approximately 5x.

S&P will resolve the CreditWatch status once the terms of the
financing package are finalized.  If the transaction closes as
described, which would represent a $55 million reduction in funded
debt from what the company originally contemplated, S&P would
expect to raise the ratings by one notch to 'B+'.


CHS/COMMUNITY HEALTH: Moody's Places 'B1' CFR on Downgrade Watch
----------------------------------------------------------------
Moody's Investors Service placed the ratings of CHS/Community
Health Systems, Inc. under review for downgrade, including the
company's B1 Corporate Family Rating and B1-PD Probability of
Default Rating. The rating action follows the announcement that
Community has signed a definitive agreement to acquire Health
Management Associates, Inc. (B1 stable) in a transaction valued at
$7.6 billion, including the assumption of about $3.7 billion of
HMA's debt, with a combination of cash and stock. Moody's
understands that the transaction is expected to close in the first
quarter in 2014 and remains subject to regulatory approval and HMA
shareholder approval.

"Community's acquisition of HMA will add scale and strengthen its
position in certain geographies while maintaining the company's
focus on its core model of operating hospitals in non-urban and
mid-sized markets. However, leverage will increase and both
companies remain subject to the risks associated with ongoing
regulatory investigations , a portion of which will be provided
for as part of the acquisition agreement," said Dean Diaz, a
Senior Vice President at Moody's.

The following ratings were placed under review for downgrade:

  Senior secured revolving credit facility expiring 2016, Ba2
  (LGD 2, 29%)

  Senior secured term loan A due 2016, Ba2 (LGD 2, 29%)

  Senior secured term loan B due 2014, Ba2 (LGD 2, 29%)

  Senior secured term loan B due 2017, Ba2 (LGD 2, 29%)

  5.125% senior secured notes due 2018, Ba2 (LGD 2, 29%)

  Senior secured shelf, (P) Ba2

  8.0% senior notes due 2019, B3 (LGD 5, 83%)

  7.125% senior notes due 2020, B3 (LGD 5, 83%)

  Senior unsecured shelf, (P)B3

  Corporate Family Rating, B1

  Probability of Default Rating, B1-PD

Ratings Rationale:

Moody's review of Community's ratings will focus on the impact
that the incremental debt used to fund the transaction has on
metrics such as debt to EBITDA and EBITA coverage of interest.
Moody's will also assess the company's plan to reduce leverage
over time, including the realization of anticipated synergies, and
consider expectations around future financial policy. Finally,
Moody's will consider the status of ongoing investigations at both
Community and HMA and assess the sufficiency of the liquidity of
the combined company to absorb negative developments. Moody's
estimates that pro forma adjusted leverage could exceed 5.5 times
following the transaction.

Moody's did not take any actions on the ratings of HMA, including
the B1 Corporate Family Rating and B1-PD Probability of Default
Rating, as the rating agency expects the company's debt to be
repaid upon the closing of the transaction. All of HMA's debt,
with the exception of $400 million of notes due 2016 have change
of control provisions. Moody's also understands that Community has
obtained committed financing for the transaction.

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.

CHS/Community Health Services, Inc., headquartered in Franklin,
TN, is an operator of general acute care hospitals in non-urban
and mid-sized markets throughout the US. Through its subsidiaries,
Community owned, leased or operated 135 hospitals at June 30,
2013. In addition, through its subsidiary, Quorum Health
Resources, LLC, Community provides management and consulting
services to non-affiliated general acute care hospitals throughout
the country. Community recognized over $13.0 billion in revenue
for the twelve months ended June 30, 2013 after considering the
provision for bad debts.


COCOPAH NURSERIES: Hearing to Confirm Plan Continued to Aug. 16
---------------------------------------------------------------
The Bankruptcy Court, according to Cocopah Nurseries of Arizona,
Inc., et al.'s case docket, rescheduled until Aug. 16, 2013, at
11 a.m., the hearing to consider the confirmation of their Second
Amended Plan of Reorganization.

The Court has approved the adequacy of information in the Second
Amended Disclosure Statement explaining the Second Amended Plan.

As reported in the Troubled Company Reporter on March 28, 2013,
the Court entered an order requiring the Debtors to amend the
disclosure statement attached to their proposed reorganization
plan to provide additional details.  The Court directed the Debtor
that the Second Amended Disclosure Statement must include a
detailed liquidation analysis.

As reported in the TCR on March 4, 2013, the Debtors' First
Amended Joint Chapter 11 Plan reflects the implementation of a
Transition Agreement, which generally provides for the sale of
substantial portions of the Debtors' assets (referred to as
"Transferred Property" under the Transition Agreement) for the
benefit of the Secured Lenders.

Specifically, the Plan provides that:

  * The Allowed Wells Fargo Secured Claims in Class 3.A
will be deemed satisfied by the transfer of the Transferred
Property pursuant to the Asset Sales and the Transition Agreement.
The Allowed Wells Fargo General Unsecured Deficiency Claims in
Class 3.B will be deemed satisfied in exchange for the Lender
Notes and Deficiency Notes to be issued by TreeCo pursuant to the
Transition Agreement.

  * The Allowed Rabobank Secured Claims in Class 4.A
will be deemed satisfied by the transfer of the Transferred
Property pursuant to the Asset Sales and the Transition Agreement.
The Allowed Rabobank General Unsecured Deficiency Claims in
Class 4.B will be deemed satisfied in exchange for the Lender
Notes and Deficiency Notes to be issued by TreeCo pursuant to the
Transition Agreement.

  * On the Effective Date, each holder of an Allowed General
Unsecured Claim in Class 6 will receive a Pro Rata beneficial
interest in the Unsecured Creditors' Trust, which will be vested
with the Trust Assets, including the GUC Note.

The Debtors estimate that the amount of Allowed General Unsecured
Claims will total approximately $4 to $7 million.  Based on such
estimate, recovery percentages for Allowed General Unsecured
Claims are estimated between 37.5% and 21.4%.

  * On the Effective Date, the holders of an Allowed Equity
Interests in Class 7 will provide or cause their Affiliates to
provide, the Affiliate New Equity Funding.  In consideration
therefor, the holders of Allowed Equity Interests will receive or
retain, as applicable, the TreeCo Equity Interests, subject to the
terms of the Restated Governance Documents.

A copy of the Disclosure Statement is available at:

            http://bankrupt.com/misc/cocopah.doc464.pdf

                      About Cocopah Nurseries

Cocopah Nurseries of Arizona, Inc., and three affiliates sought
Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 12-15292) on
July 9, 2012.  The affiliates are Wm. D. Young & Sons, Inc.;
Cocopah Nurseries, Inc.; and William Dale Young & Sons Trucking
and Nursery.

Cocopah Nurseries is a Young-family owned agricultural enterprise
with operations in Arizona and California.  The core business
involves the cultivation of palm trees and other trees used for
landscaping purposes, as well as the associated farming of citrus,
dates, and other crops.  The Debtors presently own more than
250,000 palm trees in various stages of the tree-growth cycle.
Cocopah has 250 full-time salaried employees, and taps an
additional 50 to 250 contract laborers depending on the season.
Revenue in 2010 was $23 million, down from $57 million in 2006.

Judge Eileen W. Hollowell presides over the case.  The Debtors'
counsel are Craig D. Hansen, Esq., and Bradley A. Cosman, Esq., at
Squire Sanders (US) LLP.

The petitions were signed by Darl E. Young, authorized
representative.

Attorneys for Rabobank, N.A., are Robbin L. Itkin, Esq., and Emily
C. Ma, Esq., at Steptoe & Johnson LLP, and S. Cary Forrester,
Esq., at Forrester & Worth, PLLC.

Non-debtor affiliate Jewel Date Company, Inc., is represented by
Michael W. Carmel, Ltd., as counsel.

The Debtors' First Amended Joint Chapter 11 Plan of Reorganization
filed Feb. 7, 2013, reflects implementation of the Transition
Agreement, approved Jan. 29, 2013.  The Transition Agreement
generally provides for the sale of substantial portions of the
Debtors' assets for the benefit of the Secured Lenders.


DANA HOLDING: Moody's Rates New $600MM Senior Notes 'B2'
--------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Dana Holding
Corporation's proposed $600 million of senior unsecured notes. Net
proceeds from the proposed debt issuance are expected to support
the company's recent announcement to retire its Series A preferred
stock at a common share conversion price totaling $472 million.
The conversion price amount is expected to be considered part of
Dana's recently expanded $1 billion share repurchase program. The
remaining proceeds from the note offering will support additional
share repurchases under the program and general corporate
purposes. In a related action, Moody's affirmed Dana's Corporate
Family and Probability of Default Ratings at Ba3 and Ba3-PD,
respectively; and the ratings of the existing senior unsecured
notes at B2. The rating outlook is stable. The Speculative Grade
Liquidity Rating was affirmed at SGL-2.

Ratings assigned:

B2 (LGD5 82%) to the new $300 million senior unsecured notes due
2021;

B2 (LGD5 82%) to the new $300 million senior unsecured notes due
2023;

(P)B2 rating to the senior unsecured portion of Dana' shelf
registration

Ratings affirmed:

Corporate Family Rating, at Ba3;

Probability of Default Rating, at Ba3-PD;

$400 million 6.5% senior unsecured notes due 2019, at B2 (LGD5
82%);

$350 million 6.75% senior unsecured notes due 2021, at B2 (LGD5
82%);

Speculative Grade Liquidity rating at SGL-2.

Moody's does not rate the recently amended and extended $500
million senior secured asset based revolving credit facility.

Ratings Rationale:

Dana's Ba3 Corporate Family Rating continues to reflect the
company's strong EBITA margin of approximately 7.9% for the LTM
period ending June 30, 2013 amid uneven growth in certain of the
company's markets. Dana's performance benefits from continuing
strong demand in the North American automotive markets which
comprised about 39% of the company revenues for the year-to-date
period ending June 30, 2013. The company's other growth markets
include Asia (about 21% of revenues), and South America (about
12%) where performance has helped to mitigate Dana's exposure to
weak economic conditions in Europe (28% of revenues). Dana has
managed declining growth pressures in its European off road and
North American commercial vehicle markets with restructuring
actions to improve operating efficiencies, and pricing actions
which have resulted in year-over-year margin improvement.

The net impact of the financing transaction increases Dana's debt/
EBITDA leverage to approximately 3.7x for the LTM period ending
June 30, 2014 which weighs on the ratings. Yet, the company's
strong cash balances of $1 billion as of June 30, 2013 are
expected to support operating flexibility over the near-term.

The stable rating outlook reflects Moody's expectation that Dana's
operating performance, supported by a good liquidity profile,
should largely be sustained over the intermediate-term.

Dana's Speculative Grade Liquidity Rating of SGL-2 is supported by
strong cash balances and expected positive free cash flow
generation. As of June 30, 2013, Dana maintained cash balances of
approximately $1.0 billion along with $97 million of marketable
securities with about $147 million of the cash amounts considered
restricted. The company's is expected to generate positive free
cash flow over the near-term as overall business conditions in
Dana's markets support strong margins. Also supporting liquidity
is a $500 million ABL revolving credit facility which was recently
amended to mature in 2018. As of June 30,2013, the facility was
undrawn with $71 million of letters of credit outstanding,
resulting in $303 million of availability after considering
borrowing base limitations. Dana also maintained a European
receivables loan facility of Euro 75 million ($98 million at June
30, 2013), maturing in 2016, which had availability of $91
million, based on available assets.

Factors that could lead to a higher outlook or ratings include
sustained revenue growth leading to improved operating
performance, generating EBITA/interest coverage consistently over
3.5x, debt/EBITDA of 3.0x, and consistent positive free cash flow
generation, while maintaining a good liquidity profile.

Future events that have potential to drive Dana's outlook or
ratings lower include the inability to win new contracts,
production volume declines at the company's OEM customers, or
material increases in raw materials costs that cannot be passed on
to customers or mitigated by restructuring efforts resulting in
EBITA/interest coverage approaching 2.0x, or debt/EBITDA over
4.0x. Other developments that could lead to a lower outlook or
ratings include deteriorating liquidity or additional shareholder
return policies resulting increased leverage.

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

Dana, headquartered in Maumee, Ohio, is a world leader in the
supply of axles, driveshafts, sealing, thermal management
products, as well as genuine service parts. The customer base
includes virtually every major vehicle in the global automotive,
commercial vehicle, and off-highway markets. The company employs
approximately 23,300 people, and operates in 26 countries.
Revenues in 2012 were $7.2 billion.


DANA HOLDING: S&P Assigns 'BB' Rating to Proposed Notes
-------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB'
corporate credit rating on Dana Holding Corp. (Dana).  The outlook
remains positive.  S&P is assigning its 'BB' rating to the
company's proposed notes with a recovery rating of 4.  The
recovery rating on the unsecured debt indicates that S&P believes
lenders would receive average (30%-50%) recovery of principal in
the event of a default.  The proposed debt will be issued in two
tranches, due in 2021 and 2023, and are pari passu with Dana's
existing notes.  At the same time, S&P is revising the recovery
rating on Dana's existing unsecured notes to 4 from 3, reflecting
the reduced collateral available to noteholders in the event of
default.

Dana indicates that it will use the proceeds from the proposed
debt issuance, in part, to redeem the approximately $242 million
4% cash-pay convertible series A preferred stock held by
Centerbridge Partners L.P. (Centerbridge).  Following the
transaction, the two members on Dana's board that Centerbridge
appointed will be removed, as will one independent board member
that Centerbridge nominated.  Centerbridge will hold no Dana
common shares following the transaction, although the prior board
members may hold shares.

The positive outlook reflects the potential for an upgrade based
on either an improved financial risk profile or an improved
business risk profile as a result of the company's ability to
navigate expected weak heavy truck markets in the U.S. and Europe,
and to demonstrate prospects for resilient profitability and cash
generation.

S&P is retaining the positive outlook on Dana even though issuance
of the proposed debt will raise leverage, by S&P's adjusted
calculation, to as much as 2.6x by year-end 2013, and due to the
company's financial policy shift to shareholder-friendly actions.
"This leverage, which is higher than what we expect for an upgrade
to 'BB+', is mitigated, for now, by the company's cash-generating
characteristics and adequate liquidity," said Standard & Poor's
credit analyst Nancy Messer.  S&P expects Dana to generate free
cash flow of at least $200 million in each of the next two years;
the company had $1 billion of cash on hand as of June 30, 2013.

S&P's positive rating outlook on Dana means there is a one-third
probability that S&P could raise the ratings in the next year.  An
upgrade would be based on S&P revising its financial profile
assessment to "intermediate," under its criteria, from
"significant" if we believed the company could maintain good,
consistent free operating cash flow and decreasing debt leverage.
Alternatively, S&P could view the business risk profile as "fair"
instead of "weak" if S&P thought the company's profitability and
competitive position had improved.  That reassessment could also
support a higher rating.

"The company's proposed leveraged share repurchase deviates from
our expectation for debt leverage of 2.0x or lower for an
upgrade," said Ms. Messer.  "Still, we retain the positive outlook
zecause we believe the company's good cash flow is sustainable and
can enable it to lower leverage in the intermediate term.  For an
upgrade, however, we would need to believe that any use of its
sizable cash balances would be consistent with our expectations
for a higher rating.  That is, the company would not make any
acquisitions that would be immediately dilutive to earnings and
cash flow.  For an upgrade, we would need to believe there would
be no material change in the business strategy or financial
policy".

"We could raise our ratings if we believed Dana could sustain
increased EBITDA in the year ahead such that FFO to total debt
remained 30% or better, and adjusted leverage appeared on track to
decline to 2.0x or lower.  For an upgrade, total debt to total
capital should be tracking toward less than 50%.  An upgrade would
also take into account the sustainability of credit metrics at or
above these levels.  Any additional debt or shareholder-friendly
actions in the near term would be inconsistent with a higher
rating," S&P noted.

Alternatively, consistent with S&P's base case, it could revise
the outlook to stable if it believed global vehicle markets would
not improve as S&P currently assumes, which could occur if the
North American economic recovery falters, the European downturn
becomes more severe than S&P currently observes, or the Chinese
market falters.  This could prevent the company from maintaining
the financial measures that we would expect for an upgrade.  For
example, S&P could revise the outlook to stable if lease- and
pension-adjusted total debt to EBITDA remained at 2.0x or higher
and FFO to total debt fell below 30% in the year ahead.  If S&P
come to believe that Dana is pursuing a financial policy that is
more aggressive that it currently assumes, S&P could revise the
outlook to stable.


DATARAM CORP: CohnReznick LLP Raises Going Concern Doubt
--------------------------------------------------------
Dataram Corporation filed with the U.S. Securities and Exchange
Commission on July 29, 2013, its annual report on Form 10-K for
the year ended April 30, 2013.

CohnReznick LLP, in Roseland, New Jersey, expresses substantial
doubt about Dataram's ability to continue as a going concern.  The
independent auditors noted that the Company has incurred net
losses and negative cash flows from operating activities for each
of the years in the three year period ended April 30, 2013, and
management can give no assurance that the Company's future
operations will generate sufficient profits or the Company will be
able to raise sufficient funds to continue operating.

The Company reported a net loss of $4.6 million on $27.6 million
of revenues in fiscal 2013, compared with a net loss of
$3.3 million on $36.1 million of revenues in fiscal 2012.
According to the regulatory filing, the decrease in revenues was
primarily the result of the reduction in prices of dynamic random
access memory ("DRAM") chips.

The Company's balance sheet at April 30, 2013, showed $8.2 million
in total assets, $5.2 million in total liabilities, and
stockholders' equity of $3.0 million.

A copy of the Form 10-K is available at http://is.gd/YSDj5S

Princeton, N.J.-based Dataram Corporation is a developer,
manufacturer and marketer of large capacity memory products
primarily used in servers and workstations.  The Company is also a
developer, manufacturer and marketer of a line of high performance
caching products.


DETROIT, MI: Bankruptcy Judge Urged Not to Halt Tax Appeals
-----------------------------------------------------------
Steven Church, writing for Bloomberg News, reported that Detroit's
$18 billion bankruptcy shouldn't halt efforts by property owners
to lower their taxes, a company that advises them said in a court
filing seeking an exemption from federal court rules.

According to the report, Michigan Property Tax Relief LLC filed a
motion asking the judge overseeing the bankruptcy to let property
owners file tax appeals. The company has several dozen clients
that have been blocked by the Michigan Tax Tribunal from appealing
their tax bills because of the bankruptcy, the company said in a
court filing.

The company's "clients desire to simply adjudicate the amount of
their tax liability," Michigan Property Tax Relief said in court
papers, the report related.  "They are not seeking to file any
collection actions or pursue any tax refunds at this time."

Lawsuits and other legal actions against the city were
automatically halted when Detroit filed the biggest U.S. municipal
bankruptcy earlier this month, the report noted.  The company
asked U.S. Bankruptcy Judge Steven Rhodes to allow the property
tax appeals to proceed.

                      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: Naming Mediator Brings Authority to Fractious Case
---------------------------------------------------------------
Nick Brown, writing for Reuters, reported that of all the legal
maneuvers so far in Detroit's bankruptcy case by unions or the
city's emergency manager, the one that may have the most impact
was when the judge decided to name a mediator.

In a July 23 filing in U.S. Bankruptcy Court, Judge Steven Rhodes
said he would appoint another federal judge, Gerald Rosen, as a
mediator, the report related.

A mediator would be an authoritative voice for compromise in a
contentious, messy case, the biggest-ever municipal bankruptcy
filing in U.S. history, the report said.  Detroit, which filed on
July 23, has more than $18 billion in debt and 100,000 creditors
ranging from retired city workers to Wall Street bond investors.

"I think that's going to be the key move in the case, in terms of
getting it toward a solution," Christopher Klein, a bankruptcy
judge in Sacramento, California, told Reuters.  Klein, who is
overseeing the bankruptcy of the town of Stockton, spoke last week
on a panel organized by the American Bankruptcy Institute.

Rosen, a Republican, is chief district judge of the U.S. District
Court for the Eastern District of Michigan, the report further
related.  With a long career in Michigan politics and as a member
of the conservative-libertarian Federalist Society, he brings a
unique perspective to a case that touches on the subjects of
states rights and property rights.

                      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: New Red Wing Stadium Should Be Unaffected by Ch. 9
---------------------------------------------------------------
Melvin Backman, writing for The Wall Street Journal, reported that
as Detroit settles in for a long, tortured trip through bankruptcy
court, the public financing deal for a new arena to house the Red
Wings will likely skate by intact.

"I don't see this being the death knell of the arena project,"
Brian Holdwick, executive vice president for the Detroit Economic
Growth Corporation, which is helping structure the deal, told WSJ.

According to WSJ, Michigan's state legislature approved a $450
million bond offering that would form the public backbone of
Ilitch's Holding's $650 million entertainment center and
development district near the heart of downtown Detroit.

The bonds will be floated by the Michigan Strategic Fund, which
handles all of the state's private development funds, the report
said.  The public, $283 million portion of the bonds will come
from the Downtown Development Authority, which earmarks a slice of
downtown property taxes for reinvestment there. They both have
investment-grade credit ratings and function independently of
Detroit's city government, which makes their involvement in the
deal important. Detroit's credit rating is somewhere between junk
status and radioactive.

"This isn't a source of money that can be redirected to the city,"
Holdwick said, the report related. The private portion of the MSF
bonds will come from Olympia Development of Michigan, which is run
by Red Wings owner and sports-and-pizza mogul Mike Ilitch. The
rest of the money for the project will come from private sources.

                      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: Attorney General Has Two Sets of Lawyers
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Michigan Attorney General Bill Schuette will have two
sets of lawyers participating in Detroit's municipal bankruptcy.

According to the report, one group will serve as lawyers for the
governor while another will represent the interests of the state
and its citizens.  Atty. Schuette said he will uphold the state
constitution's prohibition against reduction in retirement
benefits for state workers.  The bankruptcy judge will decide
whether property owners can proceed with tax appeals intended to
reduce real estate tax assessments.  Assuming tax appeals may
proceed, there will be a separate question about whether
bankruptcy bars property owners from receiving refunds.

The report notes that Detroit's bankruptcy highlights the rift
existing for decades between the city and the surrounding and
wealthier suburbs.

Maria Chutchian of BankruptcyLaw360 reported that Michigan
Attorney General Bill Schuette joined Detroit's epic bankruptcy
case to defend retirees who are resisting the city's efforts to
reduce its obligations to them, saying the state constitution
clearly protects them from such actions.

According to Law360, Mr. Schuette, who also said he will continue
to represent Gov. Rick Snyder and other state departments in legal
proceedings relating to the bankruptcy, said over the weekend that
he will work on behalf of retirees who are at risk of losing their
earned benefits.

                      About Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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


DETROIT, MI: Bankruptcy Judge Proposes March 1 Plan Deadline
------------------------------------------------------------
Katy Stech writing for Dow Jones' DBR Small Cap reports that
Detroit's bankruptcy judge has proposed to hold a trial in October
for the city's retirees and bondholders to argue that Michigan law
blocks the city from using the power of bankruptcy to cut more
than $18 billion in debt.

                      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: Partners Facing Suits Over Unfinished Business
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that former partners at Dewey & LeBoeuf LLP and their new
law firms will soon be in a fight over the question of whether
they owe the defunct firm profits earned on business taken to the
new firms when Dewey collapsed and went into bankruptcy.

According to the report, the trust created for creditors under
Dewey's confirmed Chapter 11 plan has applied to the bankruptcy
court for authority to compel three dozen major law firms to turn
over information about money earned completing business begun at
Dewey.  Targets of the investigation include some of the country's
most renowned firms, including Kaye Scholer LLP, Shearman &
Sterling LLP, Weil Gotshal & Manges LLP, and White & Case LLP.

The report notes that the initiative by the creditors' trustee
thrusts former Dewey partners into a controversy roiling the legal
profession, especially in New York and California.  The question
of whether profits on unfinished business belong to the defunct
firm prompted federal district judges in Manhattan to make
diametrically different rulings last year.  U.S. District Judge
William H. Pauley III ruled in September in a suit arising from
the bankruptcy of Thelan LLP that hourly fees earned on unfinished
business by a new law firm aren't property of the defunct firm.

The report relates that Judge Pauley disagreed with a decision
from May 2012 by U.S. District Judge Colleen McMahon who concluded
in the liquidation of Coudert Brothers LLP that fees earned on
unfinished business belong to the liquidated firm.  The question
is coming up for appeal the week of Oct. 7 in the Thelen case in
the U.S. Court of Appeals in Manhattan.  In the Coudert case, the
appeal hasn't yet been set for argument, although the last brief
was filed last week.

                       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.

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.

Dewey's liquidating Chapter 11 plan was approved by the bankruptcy
court in February 2013 and implemented in March.  The plan created
a trust to collect and distribute remaining assets.  The firm
estimated that midpoint recoveries for secured and unsecured
creditors under the plan would be 58.4 percent and 9.1 percent,
respectively.


DIGERATI TECHNOLOGIES: Rhodes Wants Motion to Incur Debt Denied
---------------------------------------------------------------
Rhodes Holdings, LLC, a creditor and equity holder in the
Chapter 11 case of Digerati Technologies, Inc., asks the U.S.
Bankruptcy Court for the Southern District of Texas to deny the
Debtor's motion to incur debt.  Rhodes asks the Court to compel
the Debtor to comply with its fiduciary duties.

According to Rhodes, the Debtor sought to incur debt, which
provides that, if the trustee is unable to obtain unsecured credit
allowable under Section 503(b)(1) as an administrative expense,
the Court, after notice and a hearing, may authorize the obtaining
of credit or the incurring of debt -- with priority over any or
all administrative expenses of the kind specified in
Section 503 (b) or 507 (b); secured by a lien on property of the
estate that is not otherwise subject to a lien; or secured by a
junior lien on property of the estate that is subject to a lien.

Rhodes notes that, among other things:

   -- the Debtor has still not established that it is unable to
      obtain unsecured credit allowable under Section 503(b)(1);

   -- the Debtor has still not articulated the specific expenses
      it seeks to pay with the DIP loan;

   -- the Debtor still improperly attempts to borrow money to pay
      professional fees that have not been approved; and

   -- the Debtor has still not provided an adequate explanation
      as to why it cannot declare a dividend or cash infusion
      from its subsidiaries.

Gretchen G. McCord, Esq., at Nathan Sommers Jacobs, represents
Rhodes as counsel.

As reported in the Troubled Company Reporter, Hurley Fairview, LLC
and Riverfront Capital, LLC, current shareholders of the Debtor,
will each provide up to $375,000 -- for a total of $750,000 -- in
secured DIP financing to cover a projected shortfall.

Digerati anticipates plan confirmation or a sale of its assets
prior to the maturity of both the Hurley DIP Promissory Note and
the Riverfront Promissory Note.

The material terms of the DIP Financing Agreements are:

Amount       : Up to $750,000 (both notes) by advances not
               to exceed $110,000 per month (or $55,000 per month
               per note), so long as Arthur L. Smith remains
               Chairman of the Board and CEO of the Debtor.  An
               initial advance of $110,000 (or $55,000 per note)
               shall be made upon entry of the Order approving the
               DIP Financing.

Interest Rate: 7%

Maturity Date: Note comes due on or before the earlier of
               (a)  6 months from the date of the Note; (b) the
               sale of collateral securing such notes, (c) the
               effective date of a plan of reorganization or
               arrangement in this Chapter 11 case, dismissal of
               this Chapter 11 case to a Chapter 7 case, or
               appointment of a Chapter 11 Trustee in this
               Chapter 11 case, or (d) removal of Arthur L. Smith
               as chairman of the board and CEO of the Debtor.

Collateral   : None.

Treatment/
Priority     : Superpriority administrative expense claim as
               provided by 11 U.S.C. Section 364(c)(1), Section
               503(b)(1) and Section 507(a)

Other        : After the second advance, DIP Lenders in their
               sole discretion may refuse to make any further
               advances.

According to the Debtor, there is little harm to general unsecured
creditors under the financing agreement since the DIP Lenders or
their principals already have liens on substantially all of the
Debtor's assets, and the Debtor will not be able to realize equity
above those secured liens absent moving the Chapter 11 case
forward.

                Creditors' Meeting Reset to Aug. 29

The U.S. Trustee for Region 3 rescheduled until Aug. 29, 2013, at
1:30 p.m., the meeting of creditors in the Chapter 11 case of
Digerati Technologies, Inc.  The meeting was previously set for
Aug. 1, at the Jury Assembly Room, 1st Floor, United States
Courthouse, 515 Rusk, in Houston, Texas.

                    About Digerati Technologies

Digerati Technologies, Inc., filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 13-33264) in Houston, on May 30, 2013.
Digerati -- http://www.digerati-inc.com-- is a diversified
holding company which owns operating subsidiaries in the oil field
services and the cloud communications industry.  Digerati and its
subsidiaries maintain Texas Offices in San Antonio and Houston.
The Debtor has no independent operations apart from its
subsidiaries.

The Debtor's subsidiaries include Shift 8 Networks, a cloud
communication service, Hurley Enterprises, Inc., and Dishon
Disposal, Inc., both oil field services companies.

The Debtor disclosed $60 million in assets and $62.5 million in
liabilities as of May 29, 2013.

Bankruptcy Judge Jeff Bohm oversees the case.  Deirdre Carey
Brown, Esq., Annie E. Catmull, Esq., Melissa Anne Haselden, Esq.,
Mazelle Sara Krasoff, Esq., and Edward L Rothberg, at Hoover
Slovacek, LLP, in Houston, represent the Debtor as counsel.  The
Debtor tapped Gilbert A. Herrera and Herrera Partners as the
investment banker.


DIGERATI TECHNOLOGIES: Objects to Rhodes' Motion Transfer of Case
-----------------------------------------------------------------
Digerati Technologies, Inc., filed revised papers asking the U.S.
Bankruptcy Court for the Southern District of Texas to deny Rhodes
Holdings, LLC's motion to transfer venue of the case.

Rhodes is a defendant in adversary proceeding Case No. 13-03118
and a plaintiff in the adversary proceeding styled, Rhodes
Holdings, LLC, et al v. David Gorham, et al.

As reported in the Troubled Company Reporter on July 9, 2013,
Rhodes asked the Court for the Southern District of Texas to
transfer the venue of Digerati Technologies, Inc.'s Chapter 11
case, and any adversary proceedings filed or pending in connection
with the case, to the Western District of Texas, San Antonio
Division.

According to the Debtor, among other things:

   1. Rhodes' motion to transfer venue is untimely;

   2. venue is proper in the Southern District of Texas;

   3. good cause exists and it is more convenient for the
      parties to be in Houston; and

   4. the forum selection clause in the merger agreement
      supports venue in the Southern District of Texas.

                    About Digerati Technologies

Digerati Technologies, Inc., filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 13-33264) in Houston, on May 30, 2013.
Digerati -- http://www.digerati-inc.com-- is a diversified
holding company which owns operating subsidiaries in the oil field
services and the cloud communications industry.  Digerati and its
subsidiaries maintain Texas Offices in San Antonio and Houston.
The Debtor has no independent operations apart from its
subsidiaries.

The Debtor's subsidiaries include Shift 8 Networks, a cloud
communication service, Hurley Enterprises, Inc., and Dishon
Disposal, Inc., both oil field services companies.

The Debtor disclosed $60 million in assets and $62.5 million in
liabilities as of May 29, 2013.

Bankruptcy Judge Jeff Bohm oversees the case.  Deirdre Carey
Brown, Esq., Annie E. Catmull, Esq., Melissa Anne Haselden, Esq.,
Mazelle Sara Krasoff, Esq., and Edward L Rothberg, at Hoover
Slovacek, LLP, in Houston, represent the Debtor as counsel.  The
Debtor tapped Gilbert A. Herrera and Herrera Partners as the
investment banker.


DIGERATI TECHNOLOGIES: Lawyer Ordered to Dismiss Nevada Lawsuit
---------------------------------------------------------------
The Bankruptcy Court entered an order regarding Digerati
Technologies, Inc.'s motion:

     1) for contempt and sanctions for willful violations of
        the automatic stay by Harold Gewerter, Esq., a Nevada
        attorney, who claims to represent the Debtor
        postpetition; and

     2) to compel turnover of documents and retainer from
        Mr. Gewerter.

According to papers filed with the Court, the board of directors
of Digerati on Feb. 5, 2013, initiated suit in Nevada state court
against majority shareholder, Oleum Capital, LLC -- Case No.
A-13-675246-C, Digerati Technologies, Inc. v. Oleum Capital, LLC
-- alleging that Oleum was using its status as majority
shareholder to "usurp" control of Digerati by removing Board
members and terminating its attorneys, Sonfield & Sonfield.  The
lawsuit was subsequently removed to the United States District
Court in Las Vegas, Nevada, where it remains pending -- Case No.
2:13-cv-00191-GMN-VCF, Digerati Technologies, Inc. v. Oleum
Capital, LLC ("Nevada Litigation").

Harold P. Gewerter, Esq., is the attorney of record for Digerati
in the Nevada Litigation whose representation was engaged by the
disputed board of directors.

Digerati says it intends to seek dismissal of the Nevada
Litigation and terminate Mr. Gewerter's representation in the
Nevada Litigation.  Hoover Slovacek LLP will represent the Debtor
in the Nevada Litigation.  However, the local rules of the Nevada
Federal District Court require that local counsel also be engaged
in connection with the Nevada Litigation.

On June 27, 2013, the Bankruptcy Court entered an order approving
the law firm of Hoover Slovacek to represent the Debtor as general
bankruptcy counsel.  Hoover Slovacek has sent instructions to Mr.
Gewerter to dismiss the Nevada Lawsuit.  Mr. Gewerter has not
dismissed the Nevada Lawsuit as of July 22, 2013.

In this relation, the Bankruptcy Court ordered Mr. Gewerter to,
among other things:

     1. file appropriate pleading in the Nevada Lawsuit to
        dismiss all claims brought by Digerati in the suit well
        as to remove Digerati from the suit so that it is no
        longer party to the suit; and

     2. turnover to the judge unredacted copies of all documents
        in his file relating to the claims asserted by Digerati
        in the Nevada Lawsuit so that the Court may conduct an
        in camera inspection of the documents.

                    About Digerati Technologies

Digerati Technologies, Inc., filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 13-33264) in Houston, on May 30, 2013.
Digerati -- http://www.digerati-inc.com-- is a diversified
holding company which owns operating subsidiaries in the oil field
services and the cloud communications industry.  Digerati and its
subsidiaries maintain Texas Offices in San Antonio and Houston.
The Debtor has no independent operations apart from its
subsidiaries.

The Debtor's subsidiaries include Shift 8 Networks, a cloud
communication service, Hurley Enterprises, Inc., and Dishon
Disposal, Inc., both oil field services companies.

The Debtor disclosed $60 million in assets and $62.5 million in
liabilities as of May 29, 2013.

Bankruptcy Judge Jeff Bohm oversees the case.  Deirdre Carey
Brown, Esq., Annie E. Catmull, Esq., Melissa Anne Haselden, Esq.,
Mazelle Sara Krasoff, Esq., and Edward L Rothberg, at Hoover
Slovacek, LLP, in Houston, represent the Debtor as counsel.  The
Debtor tapped Gilbert A. Herrera and Herrera Partners as the
investment banker.


DIGERATI TECHNOLOGIES: Taps LBB & Assoc. for 2011 & 2012 Audit
--------------------------------------------------------------
Digerati Technologies, Inc., asks the U.S. Bankruptcy Court for
the Southern District of Texas for permission to employ Carlos
Lopez and LBB & Associates, Ltd., LLP for the limited purpose of
completing fiscal year 2011 and 2012 audits of the Debtor's
subsidiaries Hurley Enterprises, Inc. and Dishon Disposal, Inc.,
well as preparation of subsequent quarterly reviews and SEC filing
as needed.

The firms' personnel hourly rates range from $130 to $285.

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

                    About Digerati Technologies

Digerati Technologies, Inc., filed a Chapter 11 petition (Bankr.
S.D. Tex. Case No. 13-33264) in Houston, on May 30, 2013.
Digerati -- http://www.digerati-inc.com-- is a diversified
holding company which owns operating subsidiaries in the oil field
services and the cloud communications industry.  Digerati and its
subsidiaries maintain Texas Offices in San Antonio and Houston.
The Debtor has no independent operations apart from its
subsidiaries.

The Debtor's subsidiaries include Shift 8 Networks, a cloud
communication service, Hurley Enterprises, Inc., and Dishon
Disposal, Inc., both oil field services companies.

The Debtor disclosed $60 million in assets and $62.5 million in
liabilities as of May 29, 2013.

Bankruptcy Judge Jeff Bohm oversees the case.  Deirdre Carey
Brown, Esq., Annie E. Catmull, Esq., Melissa Anne Haselden, Esq.,
Mazelle Sara Krasoff, Esq., and Edward L Rothberg, at Hoover
Slovacek, LLP, in Houston, represent the Debtor as counsel.  The
Debtor tapped Gilbert A. Herrera and Herrera Partners as the
investment banker.


DPL INC: Ba1 Sr. Debt Rating Remains on Moody's Downgrade Review
----------------------------------------------------------------
The ratings for DPL Inc. (DPL: Ba1 senior unsecured) and its
regulated subsidiary, The Dayton Power and Light Company (DP&L:
Baa2 senior unsecured), remain under review for possible downgrade
where they were placed in November 2012, says Moody's Investors
Service.

"We continue to wait for a regulatory decision relating to DP&L's
Electric Security Plan or ESP prior to concluding our review" said
Moody's Vice President Scott Solomon. "A key consideration of the
review remains the approval of a Service Stability Rider (SSR)
that would provide the utility and its parent a degree of cash
flow stability" added Solomon.

In October 2012, DP&L filed an ESP that, among other things,
requested approval of a non-bypassable SSR designed to recover
approximately $137 million annually for a five-year period.
Approval of a SSR would allow the company to maintain financial
integrity during a transformative period whereby a wholesale
competitive bidding structure would be phased in to supply
generation service to customers located in DP&L's service
territory that have not yet chosen an alternative generation
supplier. It will be critical for DP&L to rebalance its cost
structure during this transitive period.

DP&L continues to experience increased levels of competition to
provide generation services within its service territory.
Approximately 62% of DP&L's retail volumes have switched to a
competitive retail service provider. Customer switching negatively
impacted DPL and DP&L's gross margins by approximately $142
million and $249 million, respectively, in 2012.

DPL and DP&L completed the refinancing of their respective
syndicated credit facilities in May, extending the maturities to
no earlier than mid-2016, and used available cash to reduce parent
debt levels by approximately $200 million, a credit positive.
Nevertheless, DPL's parent level debt still remains considerable
at approximately $1.5 billion (60% of consolidated debt) and
continues to be a major factor for its current speculative-grade
rating as well as for DP&L's rating.

Moody's remains of the opinion that DP&L will be able to access
the capital markets to refinance a $470 million senior secured
debt maturity scheduled for this October with a similar offering.
Moody's expects the utility to launch its refinancing effort
shortly after an Order is received. An Order from the Public
Utility Commission of Ohio relating to DP&L's ESP is expected in
August.


DYNEGY HOLDINGS: Operating Companies' Plan Nears Consummation
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that four operating subsidiaries of power producer Dynegy
Inc. are within days of implementing their confirmed Chapter 11
plan, assuming a disputed sale of one facility is completed in the
next few days.

According to the report, Dynegy Holdings LLC and parent Dynegy
Inc. implemented their reorganization in October after their plan
was confirmed by the U.S. Bankruptcy Court in Poughkeepsie, New
York.  The four operating subsidiaries won court approval of their
separate plan in March when the judge signed a confirmation order.

The report notes that the so-called operating debtors owned four
power plants.  The operating companies are Dynegy Northeast
Generation Inc., Hudson Power LLC, Dynegy Danskammer LLC and
Dynegy Roseton LLC.  In December, the bankruptcy court approved
the sale of two plants near Newburgh, New York, known as the
Roseton and Danskammer facilities.  The sales were advertised as
generating a combined $23 million.  The proceeds will be
distributed under the subsidiaries' plan.

The report relates that the Danskammer plant was damaged by
Hurricane Sandy and is being retired.  ICS NY Holdings LLC is
under contract to buy the plant for $3.5 million.  ICS will
demolish the plant and remediate the site.  As the result of a
request by Dynegy, the bankruptcy judge signed an order last week
telling ICS to complete the acquisition of the Danskammer facility
by July 31.  Or ICS could deposit an additional $250,000 in return
for a delay in closing until Aug. 9.

Meanwhile, Dynegy extended the deadline for implementing the
operating companies' plan until Aug. 9.  If ICS doesn't complete
the acquisition, the judge said in her order that the deposit will
be forfeited, according to the report.

The report discloses that the subsidiaries' plan was spelled out
in a settlement agreement underlying the parent companies'
reorganization plan.  The operating companies said they had about
$3.2 million in unsecured debt to receive a distribution between
11 percent and 19 percent under their plan.  The cash to pay the
claims is being made available by senior creditors.

                           About Dynegy

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

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

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

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

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

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

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


EARL SIMMONS: DMX Files for Bankruptcy a Third Time
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that rapper Earl Simmons, better known by his stage names
DMX or Dark Man X, filed a Chapter 11 petition (Bankr. S.D.N.Y.
Case No. 13-23254) on July 29 in Manhattan, owing more than $1.3
million in child support.

According to the report, Mr. Simmons has been in bankruptcy twice
before.  His papers don't reveal his current income or the extent
of his assets, beyond a home in Mount Kisco, New York, with a
$434,000 mortgage.


EAST END DEVELOPMENT: Hires DJM & GA Keen as Realty Advisors
------------------------------------------------------------
East End Development, LLC et al., ask the U.S. Bankruptcy Court
for permission to employ DJM Realty Services, LLC, and GA Keen
Realty Advisors, LLC as real estate advisors.

The Debtor seeks to employ DJM and Keen as real estate advisors
effective as of July 2, 2013, to market and advertise an auction
to potential bidders, in accordance with the terms and conditions
of the retention agreement.  The Debtor selected the joint venture
of DJM and Keen based on their unique knowledge and expertise in
the commercial real estate market of Long Island, with the consent
and approval of Amalgamated.

The Debtor believes that the joint efforts of DJM and Keen are
well-suited to represent fully the interests of the Debtor in an
efficient and effective manner.

As real estate consultants to the Debtor, it is expected that DJM
and Keen will market and advertise the upcoming Auction of the
Sale Assets to a large body of potential bidders, which in turn
will ensure that the value of the Debtor's assets is maximized
fully.

DJM and Keen will prepare a written marketing plan and budget in
connection with their role.  It is contemplated that DJM and Keen
will be compensated in accordance with these terms:

   (i) DJM/Keen shall be paid an up-front advisory and consulting
       fee in the amount of $60,000.00, which amount shall be
       DJM/Keen's sole fee if Amalgamated is the Successful
       Bidder, as set forth in Section (II)(C)(1) of the Real
       Estate Advisor Agreement;

  (ii) DJM/Keen shall be paid a brokerage commission of three and
       one-half percent (3.5%) of the entire purchase price if an
       individual or entity other than Amalgamated or
       Amalgamated's designee is the Successful Bidder, as set
       forth in Section (II)(C)(2) of the Real Estate Advisor
       Agreement; and

(iii) DJM/Keen shall be paid for reimbursement of its reasonable
       marketing expenses, subject to a pre-approved budget that
       shall not exceed $30,000.00, as set forth in Section IV(A)
       of the Real Estate Advisor Agreement.

Matthew Bordwin, managing member of Keen, attests that the firm is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

Edward P. Zimmer, Vice President of DJM, attests that the firm is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

                   About East End Development

East End Development, LLC, the owner of a 90% completed
condominium in Sag Harbor, New York, filed a Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 12-76181) in Central Islip, New York, on
Oct. 12, 2012.  Tracy L. Klestadt, Esq., at Klestadt & Winters
LLP, in New York, N.Y., represents the Debtor in its restructuring
efforts.  Edifice Real Estate Partners, LLC serves as its
construction consultant.  The Debtor disclosed $27,300,207 in
assets and $35,344,416 in liabilities in its schedules.

John E. Westerman, Esq., and Mike M. Hennessey, Esq., at Westerman
Ball Ederer Miller & Sharfstein, LLP, in Uniondale, N.Y.,
represents Lender Amalgamated Bank as counsel.


EASTMAN KODAK: Shareholder Committee Opposed by U.S. Trustee
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Eastman Kodak Co. shareholders are taking another
stab at having the bankruptcy judge appoint an official equity
holders' committee.

The report recounts that in June 2012, U.S. Bankruptcy Judge Allan
L. Gropper wrote a nine-page opinion refusing to appoint an
official shareholders' committee because there was "no substantial
evidence that equity will be entitled to a meaningful distribution
in this case."  Should it later appear that Kodak is solvent,
Judge Gropper said, shareholders could renew their request.

In the meantime, Kodak submitted a Chapter 11 reorganization
that's up for approval at an Aug. 20 confirmation hearing.

The report notes that traders are pricing unsecured Kodak bonds at
levels indicating the company is nowhere near solvent and
shareholders aren't entitled to anything.  The markets
notwithstanding, shareholders filed a new motion seeking an equity
committee.  The motion is on Judge Gropper's calendar for Aug. 5.

According to the rpeot, the U.S. Trustee filed papers saying there
should be no committee because there's "no substantial likelihood
of a distribution to equity holders because the debtors are
insolvent."  Kodak's plan approval would complete the
reorganization begun in January 2012.  Kodak's revised plan
depressed the price of the $400 million in 7 percent convertible
notes due in 2017.

The report relates that the last trade before the original plan
filing was 12.853 cents on the dollar on April 24.  The notes rose
to 26.125 cents by May 15, according to Trace, the bond-price
reporting system of the Financial Industry Regulatory Authority.
The debt traded at 12:10 p.m. July 30 for 3.1 cents, a decline of
88 percent from the peak.

                        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 Objects to Bid for Equity Committee
---------------------------------------------------------------
BankruptcyData reported that the U.S. Trustee assigned to the
Eastman Kodak case filed with the U.S. Bankruptcy Court an
objection to the shareholders' motion for an order approving the
appointment of an official committee of equity security holders.

The U.S. Trustee asserts, "It objects to the Equity Committee
Motion because the Movant has failed to meet his burden of proof
to show that: (i) there is a substantial likelihood that equity
shareholders will receive a meaningful distribution in these
cases, and (ii) that the interests of the equity shareholders are
not adequately represented by the Official Committee of Unsecured
Creditors (the 'Creditors' Committee'). For these reasons, the
United States Trustee requests that the Court deny the Equity
Committee Motion," the report related.

                        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: ITT Opposes Assignment of Contract to RED-Rochester
------------------------------------------------------------------
Eastman Kodak Co. cannot use a provision of the Bankruptcy Code to
invalidate the anti-assignment provisions of its contract with ITT
Space Systems LLC, the tech firm said in court filings.

The filings came after Kodak asked U.S. Bankruptcy Judge Allan
Gropper to overrule an objection from the tech firm to the
proposed assignment of the contract as part of the sale of its
utility operations at Eastman Business Park to RED-Rochester, LLC.

In a Friday filing, ITT contended that when Kodak took over the
contract without amendment, it assumed the entire contract
including its provision that prohibits anti-assignment of the
contract without prior consent from the tech firm.

ITT said Kodak assumed "all of the [contract's] benefits and
burdens" and, therefore, cannot use Section 365(f)(3) of the
Bankruptcy Code to later invalidate the anti-assignment provision.

The companies signed the contract on Sept. 30, 2005, under which
ITT agreed to lease to Kodak approximately 2,200 square feet of
land for a 50-year term.

Separately, Rochester Silver Works LLC asked Judge Gropper to
prohibit Kodak from refusing to assume and assign their utility
services contracts to RED based upon resolution of a dispute
involving so-called "rich water."

Rochester Silver said the dispute is unrelated to the revised
utility services agreement, which the company has negotiated with
RED for months since the announcement of the proposed sale.

Rochester Silver is represented by:

     Thomas V. D'Ambrosio, Esq.
     MORGAN LEWIS & BOCKIUS, LLP
     101 Park Avenue
     New York, New York 10178-0600
     Telephone: (212) 309-6000
     Facsimile: (212) 309-6001

          -- and -?

     Joseph M. DiOrio, Esq.
     Gardner H. Palmer, Jr., Esq.
     Admitted Pro Hac Vice
     DIORIO LAW OFFICE
     144 Westminster Street
     Suite 302
     Providence, RI 02903
     Telephone: (401) 632-0911
     Facsimile: (401) 632-0751

                        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: RSW, et al. Challenge Assumption of Contracts
------------------------------------------------------------
Rochester Silver Works LLC and several other companies asked U.S.
Bankruptcy Judge Allan Gropper to deny the proposed assumption by
Eastman Kodak Co. of their contracts as part of its Chapter 11
reorganization plan.

Rochester said the notice served on July 19 by Kodak "does not
accurately set forth the cure amount" which the company has to pay
under a 2011 supply agreement.

The notice also did not identify other contracts that must be
assumed by Kodak since they are part of a larger transaction
reflected in several contracts that were executed
contemporaneously with the supply agreement, Rochester further
said.

The proposed assumption also drew flak from AJL Manufacturing
Inc., Rousselot Inc., YRC Worldwide Inc. and a group of companies
led by Century Indemnity Co.

Century said the notice provides no disclosure of the identity of
the contracts that Kodak proposed to assume or the counterparties
affected by the assumption.  Meanwhile, the three other companies
objected to the amount proposed by Kodak to cure any default under
their agreements.

AJL Manufacturing Inc. is represented by:

         Paul S. Groschadl, Esq.
         WOODS OVIATT GILMAN LLP
         700 Crossroads Building
         Rochester, New York 14614
         Telephone: (585) 987-2800
         Facsimile: (585) 987-2928
         E-mail: pgroschadl@woodsoviatt.com

Century Indemnity Co. is represented by:

         Tancred Schiavoni
         O'Melveny & Myers LLP
         7 Times Square
         New York, NY 10036
         Telephone: (212) 326-2000
         Fax: (212) 326-2061
         tschiavoni@omm.com

Rochester Silver Works LLC is represented by:

         Thomas V. D'Ambrosio
         MORGAN LEWIS & BOCKIUS, LLP
         101 Park Avenue
         New York, New York 10178-0600
         Telephone: (212) 309-6000
         Facsimile: (212) 309-6001
         E-mail: tdambrosio@morganlewis.com

              -- and -?

         Joseph M. DiOrio
         Gardner H. Palmer, Jr.
         DIORIO LAW OFFICE
         144 Westminster Street
         Suite 302 Providence, RI 02903
         Telephone: (401) 632-0911
         Facsimile: (401) 632-0751
         E-mail: jmdiorio@dioriolaw.com
                 ghpalmer@dioriolaw.com

Rousselot Inc. is represented by:

         Alec P. Ostrow
         BECKER, GLYNN, MUFFLY, CHASSIN & HOSINSKI LLP
         299 Park Avenue
         New York, New York 10171
         Telephone: (212) 888-3033
         E-mail: aostrow@beckerglynn.com

YRC Worldwide Inc. is represented by:

         Matthew H. Matheney, Esq.
         Matthew R. Duncan, Esq.
         BUCKINGHAM, DOOLITTLE & BURROUGHS LLP
         1375 East 9th Street, Suite 1700
         Cleveland, Ohio 44114
         Telephone: (216) 621-5300
         Facsimile: (216) 621-5440
         E-mail: mmatheney@bdblaw.com
                 mduncan@bdblaw.com

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


EDISON MISSION: Noteholders Terminate Transaction Support Pact
--------------------------------------------------------------
Edison Misson Energy, its parent Edison International, and certain
of EME's senior unsecured noteholders previously entered into a
transaction support agreement pursuant to which each party agreed
to support approval of certain transactions by the United States
Bankruptcy Court for the Northern District of Illinois, Eastern
Division.  On July 25, 2013, 98.02 percent of the Noteholders
delivered a notice of termination of the Support Agreement,
stating that, among other things, certain Required Consenting
Noteholder Termination Events under Section 8 of the Support
Agreement have occurred.  The termination is effective as of 11:59
p.m., prevailing Eastern time, on Aug. 1, 2013.

                        About Edison Mission

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

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

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

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

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

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

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

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

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


EXIDE TECHNOLOGIES: Chief Executive Officer Quits
-------------------------------------------------
James R. Bolch has voluntarily stepped down from his positions as
president, chief executive officer and a member of the Board of
Directors of Exide Technologies effective July 31, 2013, in order
to pursue other opportunities.  In connection with his
resignation, Mr. Bolch has agreed to provide transition services
through Nov. 29, 2013.

Robert M. Caruso, of Alvarez & Marsal, who has acted as Exide's
chief restructuring officer since June 2013, will cease serving as
CRO and be appointed president and chief executive officer, and Ed
Mosley, also of Alvarez & Marsal, will be appointed CRO, each
effective as of Aug. 1, 2013.

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

On July 25, 2013, the Company entered into a letter agreement to
amend that certain engagement letter agreement dated as of June 9,
2013, by and between A&M and the Company, pursuant to which the
Company has agreed to pay A&M for the services of Mr. Caruso, as
President and CEO, a monthly billing rate of $130,000 and Mr.
Mosley, as CRO, a monthly billing rate of $120,000, each payable
in advance.

Additional information is available for free at:

                        http://is.gd/tyFAq4

                    About Exide Technologies

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

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

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

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

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

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

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


FLETCHER INT'L: Chapter 11 Trustee Wants Goldin's Rates Revised
---------------------------------------------------------------
Richard J. Davis, the trustee appointed in the Chapter 11 case of
Fletcher International Ltd., asks the Bankruptcy Court to approve
an amended and restated engagement letter between the trustee and
Goldin Associates, LLC, dated as of June 1, 2013.

On Nov. 12, 2012, the Court entered an order authorizing the
employment of Goldin Associates, LLC, as special consultant to the
Chapter 11 trustee.  Pursuant to the original engagement letter
dated Oct. 5, 2012, the trustee agreed to compensate Goldin at the
firm's regular hourly rates less a 10% discount and to reimburse
Goldin for all reasonable and necessary expenses.

Due to liquidity constraints on the Debtor's estate, the Chapter
11 trustee is unable to continue paying Goldin on a current basis
for its work under the compensation structure approved in the
original engagement letter.

In this relation, the Chapter 11 trustee trustee and Goldin have
agreed to modify the compensation structure.  Pursuant to the
revised engagement letter, Goldin will be compensated for its
services in this manner:

   a) Goldin will continue to keep contemporaneous records of
      the services Goldin has performed during the term of
      Goldin's engagement at the rates set forth in the revised
      engagement letter.

   b) Goldin will receive a monthly payment equal to the lesser
      of (i) $125,000 and (ii) the hourly fees for the applicable
      month and will be reimbursed for all reasonable and
      necessary expenses.

   c) Goldin may apply to the Court for additional compensation
      equal to the amount of any Hourly Fees billed since June 1,
      2013, plus 10 percent less any monthly payments already
      received.

The revised engagement letter will not affect Goldin's right to
any fees or expenses from the period beginning Oct. 5, 2012,
through and including May 31, 2013.

An Aug. 12, 2013, hearing at 12 noon has been set.  Objections, if
any, are due Aug. 8, at 4 p.m.

                   About Fletcher International

Fletcher International, Ltd., filed a bare-bones Chapter 11
petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in
Manhattan.  The Bermuda exempted company estimated assets and
debts of $10 million to $50 million.  The bankruptcy documents
were signed by its president and director, Floyd Saunders.

David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in
New York, serves as counsel and Appleby (Bermuda) Limited serves
as special Bermuda counsel.  The Debtor disclosed $52,163,709 in
assets and $22,997,848 in liabilities as of the Chapter 11 filing.

Fletcher International Ltd. is managed by the investment firm of
Alphonse "Buddy" Fletcher Jr.

Fletcher Asset Management was founded in 1991.  During its initial
four years, FAM operated as a broker dealer trading various debt
and equity securities and making long-term equity investments.
Then, in 1995, FAM began creating and managing a family of private
investment funds.

The Debtor is a master fund in the Fletcher Fund structure.  As a
master fund, it engages in proprietary trading of various
financial instruments, including complex, long-term, illiquid
investments.

The Debtor is directly owned by Fletcher Income Arbitrage Fund and
Fletcher International Inc., which own roughly 83% and 17% of the
Debtor's common shares, respectively.  Arbitrage's direct parent
entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged
Fund, both of which are incorporated in the Cayman Islands and are
subject to liquidation proceedings in that jurisdiction, and which
own roughly 76% and 22% of Arbitrage's common stock, respectively.
The Debtor currently has a single subsidiary, The Aesop Fund Ltd.

After filing for Chapter 11 protection, Fletcher immediately
started a lawsuit in bankruptcy court to stop the involuntary
bankruptcy in Bermuda.  Judge Gerber at least temporarily halted
liquidators appointed in the Cayman Islands from moving ahead with
proceedings in Bermuda.  The lawsuit to halt the Bermuda
liquidation is Fletcher International Ltd. v. Fletcher Income
Arbitrage Fund, 12-01740, in the same court.

Richard J. Davis, Chapter 11 trustee appointed in the case, has
hired Michael Luskin, Esq. at Luskin, Stern & Eisler LLP as his
counsel.


FONTAINEBLEAU LAS VEGAS: 11th Circ. Revives Funding Claims
----------------------------------------------------------
Kathryn Brenzel of BankruptcyLaw360 reported that the Eleventh
Circuit partially revived claims by more than 40 lenders and
investors in the Las Vegas casino hotel resort Fontainebleau
against Bank of America Corp., finding that the bank may have
wrongfully dished out funding for the doomed $2.9 billion project.

According to the report, BofA may have breached its disbursement
contract when it failed to cut off funding to the hotel after
learning about certain events that ultimately dealt deadly blows
to the project, the appeals court found.

                  About Fontainebleau Las Vegas

Fontainebleau Las Vegas -- http://www.fontainebleau.com/-- was
planned as a hotel-casino on property along the Las Vegas Strip.
Its developer, Fontainebleau Las Vegas Holdings LLC and
affiliates, filed for Chapter 11 protection (Bankr. S.D. Fla. Lead
Case No. 09-21481) on June 9, 2009.

Scott L Baena, Esq., at BilzinSumbergBaena Price & Axelrod LLP,
represented the Debtors in their restructuring effort.  Kurtzman
Carson Consulting LLC served as the Debtors' claims agent.
Attorneys at Genovese Joblove& Battista, P.A., and Fox
Rothschild, LLP, represented the Official Committee of Unsecured
Creditors.  Fontainebleau Las Vegas LLC estimated more than
$1 billion in assets and debts, while each of Fontainebleau Las
Vegas Capital Corp. and Fontainebleau Las Vegas Holdings LLC
estimated less than $50,000 in assets.

In February 2010, Icahn Enterprises L.P. acquired Fontainebleau
for roughly $150 million.  The bankruptcy case was subsequently
converted to Chapter 7.  Soneet R. Kapila has been named the
trustee for the Chapter 7 case of Fontainebleau Las Vegas.


FPL ENERGY: S&P Lowers Rating on $365MM Sr. Sec. Bonds to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its rating
to 'BB-' from 'BB' on FPL Energy National Wind LLC's (National
Wind) $365 million senior secured bonds due 2024.  The recovery
rating on National Wind's senior secured bonds is '2', indicating
S&P's expectation of substantial (70% to 90%) recovery in the
event of a default.  At the same time, S&P lowered its rating to
'B-' from 'B' on FPL Energy National Wind Portfolio LLC's (Wind
Portfolio) $100 million senior secured bonds due 2019.  The
recovery rating on Wind Portfolio's senior secured bonds is '6',
indicating S&P's expectation of negligible (0% to 10%) recovery if
a default occurs.  The outlook is negative.

"We lowered the ratings because we believe that National Wind's
financial performance will likely continue to deteriorate based on
low production resulting from weaker-than-average wind resources,
a possible sustained increase in operations and maintenance (O&M)
expenses, and loss of production tax credits (PTCs) as a source of
substantial revenue," said Standard & Poor's credit analyst Jeong-
A Kim.

The negative outlook on National Wind reflects S&P's view of the
pressure on cash available for debt service and the fall in DSC
resulting from the expiration of PTCs, the continued rise in O&M
expenses, and lower-than-average wind performance.

The negative outlook on Wind Portfolio reflects S&P's view of the
increased risk of the nonpayment of debt service following the
expiration of the PTCs.


FPL ENERGY: S&P Lowers Rating on $125MM Sr. Sec. Bonds to 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its rating
to 'B-' from 'B' on FPL Energy Wind Funding LLC's (Wind Funding)
$125 million senior secured amortizing bonds due 2017.  S&P also
revised the recovery rating on Wind Funding's senior secured bonds
to '2' from '4'.  The recovery rating of '2' indicates S&P's
expectation of significant (70% to 90%) recovery if a default
occurs.  Standard & Poor's also affirmed its 'BB' rating on FPL
znergy American Wind LLC's (American Wind) $380 million senior
secured notes due 2023.  The recovery rating on American Wind's
senior secured bonds is '1', indicating S&P's expectation of very
high (90% to 100%) recovery in the event of default.  The outlook
on both projects is negative.

"The rating action on Wind Funding reflects our anticipation of
its performance under our revised base case and its high
sensitivity to the potential effects of higher operating costs or
reduced production at American Wind, which is its sole source of
cash flow for debt service payments," said Standard & Poor's
credit analyst Jeong-A Kim.

The negative outlook on the American Wind rating reflects S&P's
view of the continued exposure to higher O&M expenses and, to a
lesser degree, wind performance given the recent dropoff in
production.

The negative outlook on the Wind Funding rating reflects S&P's
view of the increased risk of the nonpayment of debt service as
O&M costs remain high, and the variable wind resource.


FREESEAS INC: Issues 700,000 Add'l Settlement Shares to Hanover
---------------------------------------------------------------
FreeSeas Inc. issued to Hanover 700,000 additional settlement
shares pursuant to the terms of the Settlement Agreement approved
by the Order of the Supreme Court of the State of New York, County
of New York.

The June 25, 2013, order approved, among other things, the
settlement between FreeSeas and Hanover in the matter entitled
Hanover Holdings I, LLC v. FreeSeas Inc., Case No. 651950/2013.
Hanover commenced the Action against the Company on May 31, 2013,
to recover an aggregate of $5,331,011 of past-due accounts payable
of the Company, plus fees and costs.  The Order provides for the
full and final settlement of the Claim and the Action.

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 26, 2013, the Company issued and delivered to Hanover an
aggregate of 6,283,000 additional settlement shares.

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

                        http://is.gd/eZMq0Q

                         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: Past History Not Relevant to Liquidation
---------------------------------------------------------------
Gabriel Technologies Corp., et al., submitted this response to the
objection of the Acting U.S. Trustee to the approval of the
proposed disclosure statement for the Debtors' First Amended Joint
Plan Reorganization dated June 7, 2013:

  A. More History Would Not Be Helpful

The Plan only proposes a liquidation, and past operations
and history are not relevant to that liquidation. The
liquidation is centered on prosecution of the Qualcomm
Litigation, for which all relevant history is in fact
provided by the Proposed Disclosure Statement.  According to
the Debtor, the added time and expense needed to create more
discussion of prior events and corporate history that do not
impact the Qualcomm Litigation or prospects for
distributions under the Plan would only result in a more
densely packed disclosure statement that would be of less
use to creditors.

  B. More Discussion of Tax Returns and SEC Reports, While Not
Needed, Will Be Added

  C.More Information Regarding Substantive Consolidation Is Not
Necessary.

  D. Discussion of Chapter 7 Alternative Will Be Added.

  E. Statement Regarding No Future Operations Will Be Added

A copy of the Debtors' reply to the UST's Objections is available
at http://bankrupt.com/misc/gabriel.doc184.pdf

As reported in the TCR on July 31, 2013, August B. Landis, Acting
United States Trustee for the Northern District of California -
Region 17, objected 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.


GENERAL AUTO: U.S. Trustee Asks Court to Disqualify Tonkon Torp
---------------------------------------------------------------
Acting U.S. Trustee for Region 18, Gail Brehm Geiger, asks the
U.S. Bankruptcy Court for the District of Oregon to (i) disqualify
Tonkon Torp LLP as counsel for General Auto Building, LLC, (ii)
disallow fees for Tonkon Torp LLP as of at least the date it began
its representation of McCall General Investments, LLC ("MGI")
and/or its principals, and (iii) for such other relief as the
court deems appropriate.

The U.S. Trustee says that Tonkon Torp should be disqualified as
counsel for the debtor-in-possession effective as of the date that
it was no longer disinterested and/or held or represented an
interest adverse to the estate.  Tonkon Torp represents the source
of funding for the Debtor's plan, MGI, and the Debtor at the same
time in this case, according to the U.S. Trustee.  According to
papers filed with the Court, Tonkon Torp also intends to take
equity as payment for some of its fees without appropriate notice,
disclosure, or court approval.  In addition, Tonkon Torp has also
failed to timely make a full disclosure of its representation of
MGI.  Thus, Tonkon Torp's fees should be disallowed as of the date
it began representing MGI.

                    About General Auto Building

General Auto Building, LLC, filed for Chapter 11 bankruptcy
(Bankr. D. Ore. Case No. 12-31450) on March 2, 2012.  The Debtor
is an Oregon limited liability company formed in 2007 with its
principal place of business in Spokane, Washington.  It was formed
to renovate and lease its namesake commercial property located at
411 NW Park Avenue, Portland, Oregon.  As of the Petition date,
the Debtor has developed virtually all of the General Automotive
Building and has leased approximately 98% of the building's space
to retail and commercial tenants.  The Debtor continues to seek
tenants for the remaining spaces.

Judge Elizabeth L. Perris presides over the case.  Michael W.
Fletcher, Esq., Albert N. Kennedy, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, serve as the Debtor's counsel.

The Debtor has scheduled $10,010,620 in total assets and
$13,519,354 in total liabilities.

As reported in the TCR on Feb. 4, 2013, according to the Third
Amended Disclosure Statement, generally, the Plan provides that,
among other things: (a) all membership interests in the Debtor
will be canceled on the Effective Date; (b) North Park Development
will purchase a $400,000 membership interest in Reorganized
Debtor; and (c) all Insiders and Creditors of Debtor are offered
the opportunity to purchase membership interests in the
Reorganized Debtor in $50,000 increments.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditors in the case.


GENERAL AUTO: Plan Confirmed; P&F Seeks Reconsideration
-------------------------------------------------------
On July 11, 2013, the U.S. Bankruptcy Court for the District of
Oregon entered an order confirming General Auto Building, LLC's
Fifth Amended Plan of Reorganization dated Feb. 11, 2013.

A copy of the confirmation order is available at:

     http://bankrupt.com/misc/generalauto.doc440.pdf

Park & Flanders LLC asks the Bankruptcy for a stay of the
confirmation order, pending the disposition of its motion for
reconsideration, and, if necessary, further staying the
confirmation order pending appeal following the Court's entry of
its order on the motion for reconsideration.

Park & Flanders argues that:

  * The Confirmation Order understates the amount of Park &
Flanders' allowed secured claim because the amount of cash
collateral as of the Effective Date is understated, as evidenced
by the Debtor's most recent monthly operating report.

  * The Court's concluded appropriate interest rate is understated
because interest rates and Treasury yields have increased
significantly since the confirmation hearings and the deferred
payments to be received by Park & Flanders under the Plan
do not equal or exceed the amount of Park & Flanders' Allowed
Secured Claim.

  * The Court failed to evaluate and determine whether the new
value contribution to be made by Heorot Mead Hall, LLC, is
reasonably equivalent to the value to be received by Heorot under
the Plan, as required by Ninth Circuit law.

  * The $153,000 remaining capital contribution from TCC is
payable directly to Park & Flanders under the loan documents and
must be added to the amount of Park & Flanders' Allowed Secured
Claim.

  * The insiders which hold subordinate claims cannot receive or
retain any property under the Plan because they did not contribute
any new value to satisfy the new value corollary to the absolute
priority rule.

  * The Debtor introduced no evidence to support the Court's
finding that separate classification of Class 6 claims was
necessary for administrative convenience, and without Class 6,
there is no consenting impaired class to satisfy Bankruptcy Code
Sec. 1129(a)(10) and confirm the Plan.

Counsel for Park & Flanders LLC can be reached at:

         Thomas W. Stilley, Esq.
         Timothy A. Solomon, Esq.
         SUSSMAN SHANK LLP
         1000 SW Broadway, Suite 1400
         Portland, OR 97205-3089
         Tel: (503) 227-1111
         Fax: (503) 248-0130
         E-mail: tstilley@sussmanshank.com
                 tsolomon@sussmanshank.com

             - and ?

         William W. Huckins, Esq.
         Michael S. Greger, Esq.
         ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP
         Three Embarcadero Center, 12th Floor
         San Francisco, CA 94111-4074
         Tel: (415) 837-1515
         Fax: (415) 837-1516
         E-mail: whuckins@allenmatkins.com
                 mgreger@allenmatkins.com

                    About General Auto Building

General Auto Building, LLC, filed for Chapter 11 bankruptcy
(Bankr. D. Ore. Case No. 12-31450) on March 2, 2012.  The Debtor
is an Oregon limited liability company formed in 2007 with its
principal place of business in Spokane, Washington.  It was formed
to renovate and lease its namesake commercial property located at
411 NW Park Avenue, Portland, Oregon.  As of the Petition date,
the Debtor has developed virtually all of the General Automotive
Building and has leased approximately 98% of the building's space
to retail and commercial tenants.  The Debtor continues to seek
tenants for the remaining spaces.

Judge Elizabeth L. Perris presides over the case.  Michael W.
Fletcher, Esq., Albert N. Kennedy, Esq., and Ava L. Schoen, Esq.,
at Tonkon Torp LLP, serve as the Debtor's counsel.

The Debtor has scheduled $10,010,620 in total assets and
$13,519,354 in total liabilities.

As reported in the TCR on Feb. 4, 2013, according to the Third
Amended Disclosure Statement, generally, the Plan provides that,
among other things: (a) all membership interests in the Debtor
will be canceled on the Effective Date; (b) North Park Development
will purchase a $400,000 membership interest in Reorganized
Debtor; and (c) all Insiders and Creditors of Debtor are offered
the opportunity to purchase membership interests in the
Reorganized Debtor in $50,000 increments.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditors in the case.


GETTY PETROLEUM: Bankruptcy Court Okays $93MM Pact with Lukoil
--------------------------------------------------------------
Nick Brown, writing for Reuters, reported that a bankruptcy judge
signed off on a deal for Russian oil giant Lukoil to pay $93
million to its former Getty Petroleum Marketing Inc unit to
resolve a trial over Getty's collapse.

Judge Shelley Chapman approved the settlement at a hearing in U.S.
Bankruptcy Court in Manhattan, Abid Qureshi, a lawyer for Lukoil,
told Reuters.

According to the report, Getty, a gas station operator, declared
bankruptcy in December 2011, eventually appointing a trustee,
Alfred Giuliano, to liquidate its assets and pay back creditors.

A key piece of Giuliano's strategy was to sue Lukoil, saying the
company stripped Getty of its best gas stations and exacerbated
its insolvency, the report related.  The sides reached a
settlement earlier this month, halting a trial after 17 days of
testimony.

Giuliano alleged that Lukoil moved Getty's most profitable
stations to another subsidiary in 2009 in exchange for $120
million, far less than what Getty felt the assets were worth, the
report said. Under the settlement, Lukoil will pay the Getty
estate an extra $93 million, resolving both the trial and a
separate dispute between the parties over the allocation of tax
benefits, court documents show.

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


GGW BRANDS: Creditors Say Wynn Settlement Is Unfair
---------------------------------------------------
Kathryn Brenzel of BankruptcyLaw360 reported that creditors
Creditors in the bankruptcy of the California company behind
"Girls Gone Wild" railed against a settlement reached with casino
giant Steve Wynn, arguing that the agreement unfairly favors Wynn
and neglects at least $8.7 million in claims owed to other
creditors.

The report said the "shotgun wedding settlement," which reduces
Wynn's claims against GGW Brands LLC to $28 million, ignores a
Sept. 12 deadline for claims and proofs of interest, shutting out
at least 17 other creditors in the company's bankruptcy, according
to court documents.

                         About GGW Brands

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

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

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

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


GLOBALSTAR INC: Amends 39.5MM Common Shares Resale Prospectus
-------------------------------------------------------------
Globalstar, Inc., has amended its registration statement on Form
S-1 relating to the disposition from time to time of up to
39,500,000 shares of the Company's voting common stock, which are
held or may be held by Terrapin Opportunity, L.P.  The Company is
not selling any common stock under this prospectus and will not
receive any of the proceeds from the sale of shares by Terrapin.

The Company will not be paying any underwriting discounts or
commissions in connection with any offering of common stock under
this prospectus.

The Company's common stock is quoted on the OTCQB under the symbol
"GSAT."  The last reported sale price of the Company's common
stock on the OTCQB on July 25, 2013, was $0.64 per share.

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

                        http://is.gd/u92ppO

                         About Globalstar

Covington, Louisiana-based Globalstar Inc. provides mobile
satellite voice and data services.  Globalstar offers these
services to commercial and recreational users in more than 120
countries around the world.  The Company's products include mobile
and fixed satellite telephones, simplex and duplex satellite data
modems and flexible service packages.

Globalstar reported a net loss of $25.1 million on $19.3 million
of revenue for the three months ended March 31, 2013, compared
with a net loss of $24.5 million on $16.7 million of revenue for
the same period last year.

The Company's balance sheet at March 31, 2013, showed
$1.391 billion in total assets, $921.0 million in total
liabilities, and stockholders' equity of $469.6 million.

The Company said in its Form 10-Q for the quarter ended March 31,
2013, "We currently lack sufficient resources to meet our existing
contractual obligations over the next 12 months.  As a result,
there is substantial doubt that we can continue as a going
concern.  In order to continue as a going concern, we must obtain
additional external financing; amend the Facility Agreement and
certain other contractual obligations; and restructure the 5.75%
Notes.


GMX RESOURCES: Aug. 6 Hearing on Bid to Hire OCPs
-------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Oklahoma
will convene a hearing on Aug. 6, 2013, at 1:30 p.m., to consider
GMX Resources Inc., et al.'s amended motion to employ
professionals utilized in the ordinary course of business.

The Debtor sought permission to continue to utilize certain
professionals in the ordinary course of their businesses.  In the
ordinary course of their business operations, accountants,
attorneys, and other professionals provide services to the
Debtors in a variety of discrete matters essential to the Debtors'
ongoing operations, but not directly related to administration of
the Debtors' respective bankruptcy estates.

The Debtors propose that they be permitted to pay each ordinary
course professional, without a prior application to the Court by
the professional, 100 percent of the fees and disbursements
incurred, upon the submission to, and approval by, the Debtors of
an appropriate invoice.

The Debtors note that they paid these entities for prepetition
services: (i) $408 to Bill Gary Spencer for title and legal work
in North Dakota; (ii) $1,250 to Consolidated Tax Service, LLP for
ad valorem tax services; (iii) $352 to Crowley Fleck for North
Dakota legal work; (iv) $23,278 to Fredrickson & Byron, P.A. for
title and legal work in North Dakota; (v) $260 to Harold E. Gosse,
P.C. for regulatory legal work in North Dakota; and (vi) $12,200
to Kent F. Hollier for title work in North Dakota.

                        About GMX Resources

GMX Resources Inc. -- http://www.gmxresources.com/-- is an
independent natural gas production company headquartered in
Oklahoma City, Oklahoma.  GMXR has 53 producing wells in Texas &
Louisiana, 24 proved developed non-producing reservoirs, 48 proved
undeveloped locations and several hundred other development
locations.  GMXR has 9,000 net acres on the Sabine Uplift of East
Texas.  GMXR has 7 producing wells in New Mexico.  The Company's
strategy is to significantly increase production, revenues and
reinvest in increasing production.  GMXR's goal is to grow and
build shareholder value every day.

The Company reported net losses of $206.44 million in 2011,
$138.29 million in 2010, and $181.08 million in 2009.

GMX Resources filed a Chapter 11 petition in its hometown (Bankr.
W.D. Okla. Case No. 13-11456) on April 1, 2013, so secured lenders
can buy the business in exchange for $324.3 million in first-lien
notes.  David A. Zdunkewicz, Esq. at Andrews Kurth LLP represented
the Debtors as counsel.

GMX missed a payment due in March 2013 on $51.5 million in second-
lien notes.  Other principal liabilities include $48.3 million in
unsecured convertible senior notes.

The DIP financing provided by senior noteholders requires court
approval of a sale within 75 days following approval of sale
procedures. The lenders and principal senior noteholders include
Chatham Asset Management LLC, GSO Capital Partners, Omega Advisors
Inc. and Whitebox Advisors LLC.

Looper Reed is substituted as counsel for the Official Committee
of Unsecured Creditors in place of Winston & Strawn LLP, effective
as of April 25, 2013.  The Committee tapped Conway MacKenzie,
Inc., as financial advisor


GRAYMARK HEALTHCARE: Buys Businesses of Foundation Healthcare
-------------------------------------------------------------
Graymark Healthcare, Inc., TSH Acquisition, LLC, and Foundation
Healthcare Affiliates, LLC, entered into a first amendment to
their Amended Purchase Agreement on July 22, 2013.

On March 29, 2013, Graymark and its wholly-owned subsidiary, TSH
Acquisition, LLC, entered into an Amended and Restated Membership
Interest Purchase Agreement with Foundation, pursuant to which
Graymark and TSH will acquire from Foundation all of the
outstanding membership interests of Foundation Surgery Affiliates,
LLC, and Foundation Surgical Hospital Affiliates, LLC, as well as
assets of the seller related to the businesses of the Companies.
Foundation has equity interests in and manages outpatient surgery
centers and surgical hospitals in seven states.

Pursuant to the Purchase Agreement, in consideration for the
acquisition, Graymark will (i) issue to Foundation at closing
114,500,000 shares of its common stock, (ii) issue to Foundation
at Closing a demand promissory note in the aggregate principal
amount of $2 million, and (iii) assume certain liabilities and
obligations of Foundation.  On July 23, 2013, the Company made a
$250,000 payment on the $2 million note to Foundation.

On July 22, 2013, the Company closed the acquisition comprising
the outpatient surgery center and surgical center business of FSA
and FSHA, respectively.  The Company intends to operate these
businesses along with its existing sleep management solutions
business.

In connection with the closing of the acquisition, Jamie Hopping
and Dr. Edward Dakil resigned from the Company's Board of
Directors and Thomas Michaud and Dr. Robert Moreno were elected by
the Board.  Messrs. Michaud and Moreno have not been appointed to
any committees of the Board.  Mr. Michaud is the chief executive
officer of Foundation.

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

                        http://is.gd/Nv8XMa

                     About Graymark Healthcare

Graymark Healthcare, Inc., headquartered in Oklahoma City, Okla.,
provides care management solutions to the sleep disorder market.
As of June 30, 2012, the Company operated 107 sleep diagnostic and
therapy centers in 10 states.

The Company's balance sheet at March 31, 2013, showed
$5.70 million in total assets, $25.51 million in total liabilities
and a $19.81 million total deficit.

                           Going Concern

As of March 31, 2013, the Company had an accumulated deficit of
$60.2 million and reported a net loss of $2.7 million for the
first quarter of 2013.  In addition, the Company used $0.3 million
in cash from operating activities from continuing operations
during the quarter.  On March 29, 2013, the Company signed a
definitive purchase agreement with Foundation Healthcare
Affiliates, LLC to purchase 100 percent of the interests in
Foundation Surgery Affiliates, LLC and Foundation Surgical
Hospital Affiliates, LLC, in exchange for 98.5 million shares of
the Company's common stock.  Management expects the transaction to
close in the second quarter of 2013; however, there is no
assurance the acquisition will close at that time or at all.

"If the Company is unable to close the Foundation transaction or
raise additional funds, the Company may be forced to substantially
scale back operations or entirely cease its operations and
discontinue its business.  These uncertainties raise substantial
doubt regarding the Company's ability to continue as a going
concern," according to the Company's quarterly report for the
period ended March 31, 2013.


GREGORY WOOD: Can Employ Shumaker Loop as Counsel
-------------------------------------------------
Gregory Wood Products, Inc., sought and obtained approval from the
U.S. Bankruptcy Court to employ Shumaker, Loop & Kendrick, LLP, as
counsel, nunc pro tunc to the Petition Date.

The Debtor says Shumaker has extensive experience in bankruptcy,
insolvency, corporate reorganization, and debtor/creditor law and
has represented debtors, creditors' committees, and unsecured
creditors in numerous Chapter 11 cases in many jurisdictions,
including before the W.D. N.C. Court.  In addition, in the process
of preparing for this case, Shumaker has become familiar with the
Debtor's business and operations and affairs and the issues that
are likely to arise in the context of this case.

Shumaker's normal hourly rates are:

   Professional                   Rates
   ------------                   -----
   David M. Grogan                $515
   David H. Conaway               $585
   David A. Matthews              $455

   Other partners                 $360 to $555
   Other associates               $255 to $335
   Paraprofessionals              $125 to $240

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

                 About Gregory Wood Products

Gregory Wood Products, Inc., filed a Chapter 11 petition (Bankr.
W.D.N.C. Case No. 13-50104) on Feb. 15, 2013, disclosing total
assets of $15.1 million and liabilities of $10.9 million.

The Debtor owns land and building in Woodtech Drive, in Newton,
California, worth $3.28 million, serving as collateral to a
$10.3 million debt.  The Debtor valued its machinery and equipment
at $11.3 million.  David A. Matthews, Esq., at Shumaker, Loop &
Kendrick, LLP, in Charlotte, North Carolina, serves as counsel to
the Debtor.  Judge Laura T. Beyer presides over the case.


GREGORY WOOD: Wins Okay to Employ Johnny Gates as Fin'l Advisor
---------------------------------------------------------------
Gregory Wood Products, Inc. sought and obtained approval from the
U.S. Bankruptcy Court to employ Johnny Gates, Inc., as financial
advisor, nunc pro tunc to the Petition Date, to provide these
services:

   a. financial advice and accounting services related the
      Debtor's reorganization efforts and analyze the feasibility
      of reorganization options;

   b. assistance and oversight of the Debtor's cash management
      system, budget and maintenance of post-petitions books and
      records; and

   c. assistance to the Debtor and its counsel with investigation,
      analysis, and evaluation of creditor claims as well as
      analysis and  pursuit of potential claims of the Debtor and
      the estate.

Prior to the petition date, the firm provided financial consulting
services to the Debtor and its affiliates for which the firm is
owed $4,650.  The firm has agreed to waive the claim to the extent
required to be employed by the Debtor in the case.

                 About Gregory Wood Products

Gregory Wood Products, Inc., filed a Chapter 11 petition (Bankr.
W.D.N.C. Case No. 13-50104) on Feb. 15, 2013, disclosing total
assets of $15.1 million and liabilities of $10.9 million.

The Debtor owns land and building in Woodtech Drive, in Newton,
California, worth $3.28 million, serving as collateral to a
$10.3 million debt.  The Debtor valued its machinery and equipment
at $11.3 million.  David A. Matthews, Esq., at Shumaker, Loop &
Kendrick, LLP, in Charlotte, North Carolina, serves as counsel to
the Debtor.  Judge Laura T. Beyer presides over the case.


HAMPTON LAKE: Hires Driggers Commercial as Appraiser
----------------------------------------------------
Hampton Lake, LLC et al, ask the U.S. Bankruptcy Court for
permission to employ Driggers Commercial Group, Inc. as real
estate appraiser for the Debtor's estate.

The Debtor is in the real estate development industry. The Debtor
has roughly 230 lots in Hampton Lake master planned community in
Bluffton, South Carolina, and owns and operates other community
common property, including a club facility, boathouse, spa and
fitness center, and a 165-acre freshwater lake.  The Debtor's
primary business is the operation of the community and the
development and sale of residential lots within the community.

Robert E. Driggers, the firm's president, attests that the firm is
a "disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code.

The Debtor and Driggers have agreed that the Firm will receive
$6,750 for its business valuation plus $300 per hour for time
related to any required testimony.

                        About Hampton Lake

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

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

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


HARVARD DRUG: S&P Assigns 'B' Rating to Proposed $380MM Loan
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' issue-level
rating (the same as the corporate credit rating) to Generic Drug
Holdings Inc.'s (the holding company of Harvard Drug) proposed
$380 million first-lien term loan.  The first-lien recovery rating
is '3', indicating S&P's expectation for meaningful (50%-70%)
recovery in the event of payment default.  At the same time, S&P
lowered the issue-level rating on the company's $35 million
revolver to 'B', from 'B+'.  The recovery rating is '3', revised
from '2'.

S&P will withdraw the existing 'B+' senior secured issue-level
rating on Generic Drug Holdings existing term loan once the new
facilities are funded.

S&P is affirming the 'B' corporate credit rating on Harvard Drug
Group LLC.  The rating outlook is stable.

S&P based the rating affirmation on its belief that Harvard Drug's
business risk profile remains "weak", refelecting its position as
a small generic drug distributor, and its financial risk profile
remains "highly leveraged" because pro forma leverage is 6.7x.

"We based the rating affirmation on our belief that Harvard Drug's
business risk profile remains "weak", refelecting its position as
a small generic drug distributor, and its financial risk profile
remains "highly leveraged" because pro forma leverage is 6.7x,"
said credit analyst Michael Berrian.

The ratings on Harvard Drug reflect a weak business risk and
highly leveraged financial risk.  The business risk profile
incorporates Harvard Drug's relatively small scale and niche
position, while the financial risk profile predominantly reflects
leverage of more than 5x and funds from operations (FFO) to total
debt of less than 12%.

S&P's rating outlook on Harvard Drug is stable.  S&P believes that
low-single-digit organic growth, coupled with modest margin
expansion and low maintenance capital expenditures, will result in
sustained levels of free cash flow despite a higher level of
interest-bearing debt and continued high leverage.

S&P believes a downgrade is unlikely and would depend on weakened
liquidity.  While unexpected at this time, covenants would need to
tighten significantly or free cash flows would need to severely
decline, relative to the company's debt obligations, in order for
S&P to consider a downgrade.  We would likely lower its rating on
Harvard Drug if it believed the covenant cushion would fall to 10%
or less over the next year.  Such a case could result from a
decline in EBITDA of about 25%, which would likely be the result
of a larger competitor entering Harvard Drug's niche business.

S&P believes an upgrade is unlikely in the near term.  S&P do not
expect the financial risk profile to improve because the company's
growing PIK obligations will likely offset any EBITDA growth while
the higher level of interest-bearing debt, and the debt-like
treatment of the accreting L shares, will keep leverage above 5x.


HAWKER BEECHCRAFT: Uses Technicality to Convince Bankruptcy Judge
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Hawker Beechcraft Inc. used a technicality to
convince the bankruptcy judge that any liability from a six-year-
old whistle-blower lawsuit must be treated like any other
unsecured claim under the aircraft-maker's confirmed Chapter 11
plan implemented in February.

According to the report, originally filed in federal district
court in Kansas and transferred to the bankruptcy court last year,
the suit alleges that Hawker used wing parts improperly
manufactured by a subcontractor.  The suit claims the U.S.
government sustained $763 million in damages by purchasing 347
King Air and T-6A aircraft with the defective parts.  Under the
federal False Claims Act, the plaintiffs contended that Hawker is
liable to the government for more than $2.3 billion.  The
plaintiffs also contended that any judgment ultimately resulting
from the suit would survive bankruptcy intact under Section
1141(d)(6)(A) of the Bankruptcy Code, which excludes certain types
of debt from discharge in bankruptcy.

The report notes that unfortunately for the plaintiffs, they
failed to file papers in bankruptcy court within 60 days of the
first creditors' meeting alleging that the debt wouldn't be
discharged.  In a 26-page opinion last week, U.S. Bankruptcy Judge
Stuart M. Bernstein concluded that the failure to file on time was
fatal in terms of having a debt survive bankruptcy intact.  The
plaintiffs argued they were exempted from the requirement of
making a timely filing on dischargeability because a required
notice was never sent.  Although there were cases to the contrary,
Bernstein sided with judges who have said the lack of notice
doesn't exempt a plaintiff from the requirement to file papers
within 60 days of the creditors' meeting.

The report relates that the opinion doesn't end the lawsuit. The
plaintiffs still have a claim, although it will be treated like
other unsecured claims.  Judge Bernstein left the door open on an
issue where the plaintiffs might be able to recover their attorney
fees in full if the whistle-blower claim is upheld eventually.

                      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.


HEALTHWAREHOUSE.COM INC: Corona Had 10% Equity Stake at July 25
---------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, Wayne Corona disclosed that as of
July 25, 2013, he beneficially owned 2,737,644 shares of common
stock of HealthWarehouse.com, Inc., representing 10.5 percent of
the shares outstanding.  Mr. Corona previously reported beneficial
ownership of 2,723,128 common shares or 10.4 percent equity stake
at March 15, 2013.  A copy of the amended regulatory filing is
available for free at http://is.gd/9OudeE

                      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.

The Company reported a net loss of $5.57 million on $11.08 million
of net sales for the year ended Dec. 31, 2012, as compared with a
net loss of $5.71 million on $10.36 million of net sales during
the prior year.  As of Dec. 31, 2012, the Company had $2.15
million in total assets, $9.94 million in total liabilities and a
$7.79 million total stockholders' deficiency.

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

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

                         Bankruptcy Warning

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


IDERA PHARMACEUTICALS: Stockholders Elect Three Directors
---------------------------------------------------------
At the annual meeting, Idera Pharmaceuticals Inc.'s stockholders:

(1) did not approve the proposed amendment to the Company's
    Restated Certificate of Incorporation to declassify the
    Company's Board of Directors, the proposed amendment to the
    Company's Restated Certificate of Incorporation to provide
    that the Company's stockholders may remove the Company's
    directors with or without cause following declassification of
    the Company's Board of Directors, and the proposed amendment
    to the Company's Restated Certificate of Incorporation to
    eliminate the supermajority voting requirement for amending or
    repealing Article ELEVENTH of the Restated Certificate of
    Incorporation;

(2) approved the proposed amendment to the Company's Restated
    Certificate of Incorporation to increase the number of
    authorized shares of common stock from 140,000,000 to
    280,000,000;

(3) approved a non-binding, advisory proposal on the compensation
    of the Company's named executive officers;

(4) approved the Company's 2013 Stock Incentive Plan;

(5) ratified the appointment of Ernst & Young LLP as the
    independent registered public accounting firm for the Company
    for the fiscal year ending Dec. 31, 2013.

(6) elected Dr. Sudhir Agrawal, Dr. Eve Slater and Mr. Youssef El
    Zein to the Company's Board of Directors as Class III
    directors for terms expiring at the 2016 annual meeting of
    stockholders; and

(7) did not approve the issuance and sale by the Company to
    certain affiliates of Pillar Invest Corporation (including the
    Company's prior issuances and sales of its securities to those
    affiliates in November 2011 and November 2012) of a number of
    shares of common stock that is greater than 19.99 percent of
    the total number of issued and outstanding shares of common
    stock and the outstanding voting power of the Company's
    securities after that issuance and sale in accordance with
    Nasdaq Listing Rule 5635(b).

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

                        http://is.gd/bdKiEy

                   About Idera Pharmaceuticals

Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is a
clinical stage biotechnology company engaged in the discovery and
development of novel synthetic DNA- and RNA-based drug candidates
that are designed to modulate immune responses mediated through
Toll-like Receptors, or TLRs.  The Company has two drug
candidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, a
TLR7, TLR8, and TLR9 antagonist, in clinical development for the
treatment of autoimmune and inflammatory diseases.

In the auditors' report on the consolidated financial statements
for the year ended Dec. 31, 2012, Ernst & Young LLP, in Boston,
Mass., expressed substantial doubt about Idera's ability to
continue as a going concern, citing recurring losses and negative
cash flows from operations and the necessity to raise additional
capital or alternative means of financial support, or both, prior
to Dec. 31, 2013, in order to continue to fund its operations.

The Company reported a net loss of $19.2 million on $51,000 of
revenue in 2012, compared with a net loss of $23.8 million on
$53,000 of revenue in 2011.  Revenue in 2012 and 2011 consisted of
reimbursement by licensees of costs associated with patent
maintenance.

The Company's balance sheet at March 31, 2013, showed $6.81
million in total assets, $4.10 million in total liabilities, $5.92
million in series D redeemable convertible preferred stock, and a
$3.21 million total stockholders' deficit.


INOVA TECHNOLOGY: Delays Form 10-K for Fiscal 2013
--------------------------------------------------
Inova Technology, Inc., notified the U.S. Securities and Exchange
Commission regarding the delay in the filing of its annual report
on Form 10-K for the period ended April 30, 2013.  The Company
said it has substantially completed its audited financials and is
reviewing various non cash items/disclosures in the 10K.

                     About Inova Technology

Based in Las Vegas, Nevada, Inova Technology, Inc. (OTC BB: INVA)
-- http://www.inovatechnology.com/-- through its subsidiaries,
provides information technology (IT) consulting services in the
United States.  It also manufactures radio frequency
identification (RFID) equipment; and provides computer network
solutions.  The company was formerly known as Edgetech Services
Inc. and changed its name to Inova Technology, Inc., in 2007.

The Company reported a net loss of $1.24 million for the year
ended April 30, 2012, compared with a net loss of $3.35 million
during the prior year.  The Company's balance sheet at Jan. 31,
2013, showed $6.26 million in total assets, $20.73 million in
total liabilities and a $14.46 million total stockholders'
deficit.

MaloneBailey, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended April 30, 2012.  The independent auditors noted that
Inova incurred losses from operations for the years ended
April 30, 2012, and 2011 and has a working capital deficit as of
April 30, 2012, which raise substantial doubt about Inova's
ability to continue as a going concern.


INVESTMENTS & DEVELOPMENT: Hires Smith & Company as Accountant
--------------------------------------------------------------
Investments & Development Corporation asks the U.S. Bankruptcy
Court for the Southern District of West Virginia for authorization
to employ Smith & Company as the Debtor's accountant.

Smith & Company will render, prepare, and file the Debtor's income
tax returns, operating results, quarterly reports and monthly tax
Reports, and all of the bookkeeping services required by the
Court.

Smith & Company's hourly rates are $150 per hour for senior staff,
and $75 per hour for mid-level staff.

To the best of the Debtor's knowledge, Smith & Company is a
disinterested person as that term is defined in 11 U.S.C. Section
101(13).

The application was submitted by:

         George L. Lemon, Esq.
         122 N. Court St.
         Lewisburg, WV 24901
         Tel: (304) 645-3773
         Fax: (304) 645-3755

          About DBK Investments & Development Corporation

Bettye J. Morehead, Brown, Edwards & Co., and Smith & Co. filed on
April 1, 2013, an involuntary Chapter 11 petition (Bankr. S.D.
W.V. Case No. 13-50063) against Beckley, West Virginia-based DBK
Investments & Development Corporation, dba Americas Best Value
Inn, fka Best Western.  Judge Ronald G. Pearson presides over the
case.  The Petitioners are represented by Joe M. Supple, Esq., at
Supple Law Office, PLLC.

The Bankruptcy Court entered a default order for relief on May 1,
2013.  The Debtor failed to file any timely pleading or defense to
the petition as required by the Bankruptcy Rule 1013(b).

George L. Lemon, Esq., represents DBK Investments as counsel.

Judy A. Robbins, the U.S. Trustee for Region 4, has informed the
Bankruptcy Court that she was unable to appoint a committee of
unsecured creditors in the case.


J AND Y INVESTMENT: BACM Objects to Approval of Plan Disclosures
----------------------------------------------------------------
BACM 2004-1 320th Street South, LLC, objects to J and Y
investment, LLC's Second Amended Plan of Reorganization on the
grounds that (a) no impaired class will vote in favor of the Plan,
as required by Sec. 1129(a)(10); (b) the Plan is not proposed in
good faith, as required by Sec. 1129(a)(3); (c) the Plan is not
fair and equitable, as required by Sec. 1129(b); and (d) the Plan
is not feasible, as required by Sec. 1129(a)(11).

According to BACM, although the Plan purports to provide for
payments based on a 30-year amortization, analysis of the Plan
projections attached to the Second Amended Disclosure Statement
(Dkt. 146) reveals that they project payments based on an
amortization period of 502 months (41.8 years).  To make matters
worse, BACM adds, after making interest-only payments at the
unreasonably low rate of only 4.75% for two years and very modest
principal payments in Plan years 3 through 7, the obligation at
the end of the Plan period would exceed $9,950,000 (a reduction of
only 4.25% of the overall obligation) even if the Debtor were to
make every payment as promised.

A copy of BACM's objection to the approval of the Debtor's Second
Amended Plan of Reorganization is available at:

          http://bankrupt.com/misc/JandY.doc234.pdf

Counsel for BACM 2004-1 320th Street South, LLC, can be reached
at:

         Andrew A. Guy, Esq.
         STOEL RIVES, LLC
         600 University Street, Suite 3600
         Seattle, WA 98101
         Tel: (206) 624-0900

                      The Chapter 11 Plan

Pursuant to the Second Amended Disclosure Statement, the Plan h
proposes the continued operation of the Debtor's property in the
ordinary course of business.  Funding for payments proposed in the
Plan will come from cash on hand as of the effective date of the
Plan and operating revenues.

The secured creditor will receive (i) 24 equal
monthly interest-only payments with interest accruing on the
unpaid principal balance at the rate of 4.75% per annum, followed
by (ii) 59 equal monthly payments of principal and interest based
on 30-year amortization, with interest accruing on the unpaid
principal balance at the rate of 4.75% per annum, (iii) a single
final payment of all outstanding principal and interest in the
84th full month following the Effective Date.  The lender will
retain its security interest against the property of the estate,
and leases and rents associated with the property.

Allowed general unsecured claims will be paid in full in 12
monthly payments.  Interest will accrue on the unpaid balance of
each Class 3 Claim at the Federal Judgment Rate.

Holders of allowed interests will retain their interests following
the confirmation of the Debtor's Plan but will not receive any
distribution on account of those interests.

A full-text copy of the Second Amended Disclosure Statement dated
May 20, 2013, is available for free at:

             http://bankrupt.com/misc/JANDYds0520.pdf

                     About J and Y Investment

J and Y Investment, LLC, sought Chapter 11 protection (Bankr. W.D.
Wash. Case No. 13-10218) in Seattle on Jan. 10, 2013.  The Debtor
is a single purpose Delaware limited liability company formed in
2004 to acquire the real property and office building located at
2505 S. 320th Street, Federal Way, Washington.  The property was
appraised on Sept. 3, 2010, at between $11,000,000 and
$11,200,000.  BACM 2004-1 320th Street South, LLC, holds the
beneficial interest in the Deed of Trust and Security Agreement
encumbering the Property, and has filed a proof of claim in the
total amount of $10,271,963.93 as of the Petition Date.  The
Debtor disclosed total assets of $13.05 million against total
liabilities of $8.65 million in its schedules.  The Debtor's sole
member is East of Cascade, Inc.

Armand J. Kornfeld, Esq., and Katriana L. Samiljan, Esq., at Bush
Strout & Kornfeld, LLP, in Seattle, represent the Debtor as
bankruptcy counsel.


JAMES RIVER: BNP Paribas Ceases as Shareholder as of July 23
------------------------------------------------------------
In an amended Schedule 13G filing with the U.S. Securities and
Exchange Commission, BNP Paribas Arbitrage, SNC, disclosed that as
of July 23, 2013, it does not anymore own shares of common stock
of  James River Coal Co.  BNP Paribas held 1,963,324 common shares
at May 28, 2013.  A copy of the amended regulatory filing is
available for free at http://is.gd/NGIAzT

                         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.


JEFFERSON COUNTY: Water Utility Blasts Restructuring Plan
---------------------------------------------------------
Katy Stech writing for Dow Jones' DBR Small Cap reports that the
Birmingham, Ala., water department is blasting the proposed $1.9
billion refinancing deal that Jefferson County leaders say is key
to getting the county out of bankruptcy, arguing that the deal
could leave the county worse off as sewer debt payments climb over
a 40-year repayment period.

                  About Jefferson County, Alabama

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

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

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

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

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

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

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

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

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

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


JEFFERSON COUNTY: Gets BNY Mellon's Consent on $4.5MM IRS Payment
-----------------------------------------------------------------
Jefferson County, Alabama, is seeking bankruptcy court approval of
a settlement it negotiated with The Bank of New York Mellon, as
Indenture Trustee.

The County financed its sewer system by issuing several series of
sewer warrants as tax-exempt municipal debt.  Under a February
1997 Indenture Trust, the Trustee holds a lien on the net revenues
of the System.  The County and the Trustee now agree that the
County's application of $4.5 million in a Revenue Account -- to
payment to the Internal Reveue Service in relation to the Sewer
Warrants -- will have no precedential or binding effect on the
characterization of past or future expenses as operating expenses.
The parties further agree that the payment of the IRS Amount will
otherwise be without prejudice to the rights, claims and defenses
of the Trustee, the County, and any holder of Sewer Warrants.

The County-IRS agreement stemmed from IRS' review of the tax-
exempt status of the Sewer Warrants.  The parties reached a
closing agreement designed to resolve all issues on the Warrants.
It requires, among other things, that the County will make a $4.5
million one-time settlement payment to the IRS, and that such
amount may not be funded with proceeds of the Warrants.  The
County-IRS Closing Agreement was approved by the County Commission
on July 23, 2013.

Jefferson County is represented by:

          Patrick Darby, Esq.
          Joseph Mays, Esq.
          Dylan Black, Esq.
          Jennifer H. Henderson, Esq.
          BRADLEY ARANT BOULT CUMMINGS LLP
          One Federal Place
          1819 Fifth Avenue North
          Birmingham, AL 35203
          Tel No: (205) 521-8000
          Fax No: (205) 521-8500
          Email: pdarby@babc.com
                 jmays@babc.com
                 dblack@babc.com
                 jhenderson@babc.com

               -- and ?

          Kenneth N. Klee, Esq.
          Lee R. Bogdanoff, Esq.
          David M. Stern, Esq.
          Robert J. Pfister, Esq.
          KLEE, TUCHIN, BOGDANOFF & STERN LLP
          1999 Avenue of the Stars, Thirty-Ninth Floor
          Los Angeles, CA 90067
          Tel No: (310) 407-4000
          Fax No: (310) 407-9090
          Email: kklee@ktbslaw.com
                 lbogdanoff@ktbslaw.com
                 dstern@kbtslaw.com
                 rpfister@ktbslaw.com

The Bank of New York Mellon, as Indenture Trustee, is represented
by:

         Larry B. Childs, Esq.
         Brian J. Malcolm, Esq.
         Heath A. Fite, Esq.
         WALLER LANSDEN DORTCH & DAVIS, LLP
         1901 6th Avenue North, Suite 1400
         Birmingham, AL 35203
         Tel No: (205) 226-5701
         Fax No: (205) 214-8787
         Email: larry.childs@wallerlaw.com
                brian.malcolm@wallerlaw.com
                heath.fite@wallerlaw.com

              -- and ?

         David E. Lemke, Esq.
         Paul S. Davidson, Esq.
         Michael R. Paslay, Esq.
         Ryan K. Cochran, Esq.
         WALLER LANSDEN DORTCH & DAVIS, LLP
         511 Union Street, Suite 2700
         Nashville, Tennessee 37210
         Tel No: (615) 244-6380
         Fax No: (615) 244-6804
         Email: david.lemke@wallerlaw.com
                paul.davidson@wallerlaw.com
                mike.paslay@wallerlaw.com
                ryan@cochran@wallerlaw.com

                  Disclosure Statement Objection

In other news, Carl A. Tomtis of 1735 Mountain Laurel Laine, in
Hoover, Alabama, filed court papers asserting that he finds it
unreasonable for Jefferson County to raise sewer rates.

The objection was filed in connection with the upcoming Aug. 6
Disclosure Statement hearing for the Debtor's Plan.

                      About Jefferson County

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

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

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

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

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

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

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

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

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

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


JOURNAL REGISTER: $3-Mil. Fee Request Questioned
------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that the U.S. trustee
handling Journal Register Co.'s Chapter 11 case took issue with
fee applications submitted by professional firms, asking a New
York bankruptcy judge to trim nearly $600,000 from the total
figure of more than $3 million.

According to the report, reviewing the reasonableness of the fee
requests, U.S Trustee Tracy Hope Davis challenged the compensation
and expense reimbursements sought by six of the eight professional
firms requesting them, including SSG Advisors LLC, Grant Thornton
LLP and law firm Cozen O'Connor PC.

                     About Journal Register

Journal Register Company -- http://www.JournalRegister.com/-- is
the publisher of the New Haven Register and other papers in 10
states, including Philadelphia, Detroit and Cleveland, and in
upstate New York.  JRC is managed by Digital First Media and is
affiliated with MediaNews Group, Inc., the nation's second largest
newspaper company as measured by circulation.

Journal Register, along with its affiliates, first filed for
Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No.
09-10769) on Feb. 21, 2009.  Attorneys at Willkie Farr & Gallagher
LLP, served as counsel to the Debtors.  Attorneys at Otterbourg,
Steindler, Houston & Rosen, P.C., represented the official
committee of unsecured creditors.  Journal Register emerged from
Chapter 11 protection under the terms of a pre-negotiated plan.

Journal Register returned to bankruptcy (Bankr. S.D.N.Y. Lead Case
No. 12-13774) on Sept. 5, 2012, to sell the business to 21st CMH
Acquisition Co., an affiliate of funds managed by Alden Global
Capital LLC.  The deal is subject to higher and better offers.

Journal Register exited the 2009 restructuring with $225 million
in debt and with a legacy cost structure, which includes leases,
defined benefit pensions and other liabilities that have become
unsustainable and threatened the Company's efforts for a
successful digital transformation.  Journal Register managed to
reduce the debt by 28% with the Company servicing in excess of
$160 million of debt.

Alden Global is the holder of two terms loans totaling $152.3
million.  Alden Global acquired the stock and the term loans from
lenders in Journal Register's prior bankruptcy.

Journal Register disclosed total assets of $235 million and
liabilities totaling $268.6 million as of July 29, 2012.  This
includes $13.2 million owing on a revolving credit to Wells Fargo
Bank NA.

Bankruptcy Judge Stuart M. Bernstein presides over the 2012 case.
Neil E. Herman, Esq., Rachel Jaffe Mauceri, Esq., and Patrick D.
Fleming, Esq., at Morgan, Lewis & Bockius, LLP; and Michael R.
Nestor, Esq., Kenneth J. Enos, Esq., and Andrew L. Magaziner,
Esq., at Young Conaway Stargatt & Taylor LLP, serve as the 2012
Debtors' counsel.  SSG Capital Advisors, LLC, serves as financial
advisors.  American Legal Claims Services LLC acts as claims
agent.  The petition was signed by William Higginson, executive
vice president of operations.

Otterbourg, Steindler, Houston & Rosen, P.C., represents Wells
Fargo.  Akin, Gump, Strauss, Hauer & Feld LLP, represents the
Debtors' Tranche A Lenders and Tranche B Lenders.  Emmet, Marvin &
Martin LLP, serves as counsel to Wells Fargo, in its capacity as
Tranche A Agent and the Tranche B Agent.

The Official Committee of Unsecured Creditors appointed in the
case has retained Lowenstein Sandler PC as counsel and FTI
Consulting, Inc. as financial advisor.

Bloomberg News recounts that Journal Register, now named Pulp
Finish I Co., sold the newspaper business to lender and owner
Alden Global Capital Ltd., mostly in exchange for $114.15 million
in secured debt and $6 million cash.  After debts with higher
priority are paid, what's left from the cash and a $630,000 tax
refund represents most of unsecured creditors' recovery.  There
were no bids to compete with Alden's offer.  It paid off financing
for the bankruptcy and assumed up to $22.8 million in liabilities,
thus taking care of most trade suppliers who otherwise would have
ended up as unsecured creditors.  In addition, the lenders waived
their deficiency claims, so recoveries by unsecured creditors
won't be diluted.


K-V PHARMACEUTICAL: J. Savitz Held 7.3% A Shares at July 17
-----------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Jonathan Savitz and his affiliates disclosed that as
of July 17, 2013, they beneficially owned 3,603,867 shares of
class A common stock, par value $0.01 per share, of K-V
Pharmaceutical Company representing 7.3 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/8Y9Mfk

                    About K-V Pharmaceutical

K-V Pharmaceutical Company (NYSE: KVa/KVb) --
http://www.kvpharmaceutical.com/-- is a fully integrated
specialty pharmaceutical company that develops, manufactures,
markets, and acquires technology-distinguished branded and
generic/non-branded prescription pharmaceutical products.  The
Company markets its technology distinguished products through
ETHEX Corporation, a subsidiary that competes with branded
products, and Ther-Rx Corporation, the company's branded drug
subsidiary.

K-V Pharmaceutical Company and certain domestic subsidiaries on
Aug. 4, 2012, filed voluntary Chapter 11 petitions (Bankr.
S.D.N.Y. Lead Case No. 12-13346, under K-V Discovery Solutions
Inc.) to restructure their financial obligations.

K-V employed Willkie Farr & Gallagher LLP as bankruptcy counsel,
Williams & Connolly LLP as special litigation counsel, and SNR
Denton as special litigation counsel.  In addition, K-V tapped
Jefferies & Co., Inc., as financial advisor and investment banker.
Epiq Bankruptcy Solutions LLC is the claims and notice agent.

The U.S. Trustee appointed five members to serve in the Official
Committee of Unsecured Creditors.  Kristopher M. Hansen, Esq.,
Erez E. Gilad, Esq., and Matthew G. Garofalo, Esq., at Stroock &
Stroock & Lavan LLP, represent the Creditors Committee.

Weil, Gotshal & Manges LLP's Robert J. Lemons, Esq., and Lori R.
Fife, Esq., represent an Ad Hoc Senior Noteholders Group.


KINDER MORGAN: Fitch Affirms 'BB+' Issuer Default Ratings
---------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDR) for
Kinder Morgan, Inc. (KMI) and El Paso LLC (EP, formerly El Paso
Corporation) at 'BB+'. Both KMI and EP have Stable Rating
Outlooks. EP is a wholly-owned subsidiary of KMI and its debt is
cross-guaranteed and ratably secured with KMI.

A complete list of KMI and EP ratings follows at the end of this
release. Approximately $5 billion of KMI debt and $4.3 billion EP
debt is affected by today's rating action.

KMI is the owner of the general partner (GP) and approximately 11%
limited partner (LP) interests in Kinder Morgan Energy Partners,
L.P. (KMP, Fitch IDR 'BBB', Stable Outlook). Through its ownership
of EP, KMI is the owner of the GP and approximately 43% LP
interests in El Paso Pipeline Partners L.P. (El Paso Pipeline
Partners Operating Company [EPBO], IDR 'BBB-', Stable Outlook). In
addition, KMI has a 20% interest in NGPL PipeCo LLC (NGPL, IDR
'B', Stable Outlook).

Key Rating Drivers

Rating Rationale: KMI's and EP's ratings and Stable Rating
Outlooks reflect the significant scale of consolidated operations,
the quality and diversity of assets held by their operating master
limited partnerships (MLPs), and the favorable implications of
future asset dropdowns on KMI's leverage metrics. Fitch expects
these metrics will improve as KMI drops assets down to its MLPs
and uses the resulting proceeds to de-lever. KMI is now the third
largest energy company in the U.S. with a consolidated enterprise
value of approximately $115 billion. KMI's May 2012, acquisition
of EP has resulted in reduced consolidated business risk given the
cash flow stability associated with EP's interstate pipelines.
Approximately 78% of consolidated 2013 cash flow will come from
its lowest risk natural gas and petroleum products pipelines and
terminal segments. The CO2 oil production operations at KMP which
are exposed to commodity price and volumes will contribute 14%.

Post-merger dropdowns include the sales of Tennessee Gas Pipeline
Co. (TGP, IDR 'BBB', Stable Outlook) and El Paso Natural Gas Co.
(EPNG, IDR 'BBB', Stable Outlook) to KMP and Cheyenne Plains Gas
Pipeline Co., and the remaining 14% of Colorado Interstate Gas Co.
(IDR 'BBB', Stable Outlook) to EPB. Sale proceeds have been
applied to debt reduction. KMI's 50% interests in Ruby Pipeline
LLC (IDR 'BBB-', Stable Outlook) and Citrus Corp. are expected to
be dropped down to the MLPs in 2014.

Given KMI's consolidated business risk, Fitch believes that
appropriate leverage for a 'BB+' rating as measured by the total
standalone debt of KMI and EP to cash from operations should be
3.5x or below. In Fitch's base case forecast, KMI should be able
to attain this metric on a pro forma basis in 2013, with
standalone parent company leverage expected to drop further to
3.0x or below in 2014 with the benefit of the dropdowns and
related debt repayment.

Other considerations and concerns for KMI's ratings include the
structural subordination of its cash flows to debt repayment at
its operating MLPs, aggressive capital spending at the MLPs,
exposure to changes in natural gas liquids (NGL) and oil prices,
and exposure to volume risk for KMP's CO2 and midstream business
segments. However, the financial impact of commodity price
volatility is minimized through hedges which have been applied to
approximately 80% of expected oil production for the remainder of
2013. Also considered is the board-authorized repurchase of up to
$350 million of warrants or common stock of KMI that would likely
be funded with debt. However, unless future equity repurchases
significantly exceed the current authorized amounts, KMI's
leverage metrics would remain appropriate for its 'BB+' rating.

Liquidity is adequate: KMI has access to a $1.75 billion secured
revolving credit facility that matures December 2014. EP's
revolver and the revolver that had been utilized for EP's oil and
gas business were repaid and terminated when its merger with KMI
closed. At June 30, 2013, $1.35 billion was outstanding under the
KMI revolver. KMI as a holding company has limited future
borrowing needs. Its largest operating affiliates are self-
financing with generally favorable capital market access. KMI's
near-term debt maturities are manageable. EP has $30 million of
notes maturing in 2013 and $207 million of notes maturing mid-2014
while cash proceeds from planned 2014 dropdowns to the MLPs could
exceed $2 billion and will allow KMI to repay its term loan due
2015 with a current balance of $1.528 billion and reduce its
revolver. The revolver has a 6.0x leverage test.

Rating Sensitivities

Positive: Future developments that may, individually or
collectively, lead to positive rating action include:

-- A lessening of consolidated business risk as the company
   acquires and expands pipeline and fixed-fee businesses;

-- A rating upgrade to KMP;

-- A material improvement in credit metrics with sustained
   standalone parent leverage below 2.0x.

Negative: Future developments that may, individually or
collectively, lead to a negative rating action include:

-- Increasing leverage at KMI's operating affiliates to support
   organic growth and acquisitions;

-- A rating downgrade to KMP;

-- A weakening of credit metrics with sustained standalone parent
   leverage above 4.0x.

The following ratings have been affirmed by Fitch with a Stable
Outlook:

Kinder Morgan, Inc.
-- IDR at 'BB+';
-- Secured notes and debentures at 'BB+';
-- Secured revolving credit facility at 'BB+';
-- 3-year term loan facility at 'BB+'.

Kinder Morgan Finance Company, LLC
-- Secured notes at 'BB+'.

KN Capital Trust I
-- Trust preferred at 'BB-'.

KN Capital Trust III
-- Trust preferred at 'BB-'.

El Paso LLC
-- IDR 'BB+';
-- Senior secured notes and debentures at 'BB+'.

El Paso Energy Capital Trust I
-- Trust convertible preferred securities at 'BB-'.


LAGUNA BRISAS: Hearings on Disclosures Continued to Sept. 13
------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved on July 29, 2013, the stipulation entered into by and
between Wells Fargo Bank, N.A., the senior secured creditor in
Laguna Brisas, LLC's bankruptcy case, Byron Chapman, the duly
appointed receiver in the above-captioned bankruptcy case, Debtor
Laguna Brisas, LLC, Kay Nam Kim and Mehrdad Elie, through their
respective counsel of record, to continue hearings on:

(1) Laguna Brisas, LLC's Motion for Order Disallowing Portions of
Claim of CWCapital Asset Management (Claim No. 5-1) [Docket No.
222];

(2) Adequacy of Debtor's Disclosure Statement Describing Debtor's
Third Amended Chapter 11 Plan [Docket No. 402];

(3) Wells Fargo Bank's Motion to Appoint a Chapter 11 Trustee
[Docket No. 300];

(4) Debtor's Amended Application for Authority to Employ Orantes
Law Firm as General Insolvency Counsel [Docket No. 365];
(5) First Interim Application of J. Kim, APLC, Special Counsel for
Debtor for Allowance of Fees [Docket No. 351]; and

(6) Motion to Use Cash Collateral to Pay Allowed Fees of Special
Counsel [Docket No. 352]

which are currently scheduled for Aug. 1, 2013, to Sept. 13, 2013,
at 10:00 a.m.

The deadline to file objections to the Disclosure Statement,
Employment Application, Fee Application and Cash Collateral Motion
will be 14 days prior to the continued hearings in accordance with
the Local Bankruptcy Rules.

The deadline to file any reply briefs will be 7 days prior to the
continued hearings in accordance with the Local Bankruptcy Rules.

According to papers filed with the Court on July 18, 2013, the
Parties are currently working to document the settlement reached
at the May 13, 2013 Court ordered mediation which would resolve
many of the issues set for hearing on Aug. 1, 2013, among
other things;, thus, there is a necessity for the continuance of
the hearings on the various motions submitted before the Court.

                        About Laguna Brisas

Laguna Beach, California-based Laguna Brisas LLC, doing business
as Best Western Laguna Brisas Spa Hotel, is owned by A&J Mutual,
LLC, which is owned and operated by Dae In "Andy" Kim and his wife
Jane.  The Company owns a Best Western Plus Hotel and Spa in
Laguna Beach, California.

The Company filed for Chapter 11 protection (Bankr. C.D. Cal.
Case No. 12-12599) on Feb. 29, 2012.

The Debtor filed the Chapter 11 petition to stop foreclosure sale
of the first priority trust deed holder, Wells Fargo Bank.  The
hotel has been in possession of and operated by a receiver, Bryon
Chapman of Rim Hospitality, since Oct. 3, 2011.

Giovanni Orantes, Esq., at Orantes Law Firm PC, represents the
Debtor as counsel.  Johnny Kim, Esq. -- no relation to the
Debtor's insider, "Andy" Kim -- represents the Debtor as special
counsel.  The Debtor disclosed $15,097,815 in assets and
$13,982,664 in liabilities.

The petition was signed by Dae In "Andy" Kim, managing member.


LANDSLIDE HOLDINGS: S&P Assigns 'B+' Rating to $300MM Sr. Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned a 'B+' issue-level
rating to Landslide Holdings Inc.'s proposed $300 million senior
secured term loan due 2020 and $20 million revolving credit
facility due 2018.  The '2' recovery rating indicates S&P's
expectation for substantial (70% to 90%) recovery in the event of
payment default.  The 'B' corporate credit rating remains
unchanged, and the outlook is stable.

S&P will withdraw its issue-level and recovery ratings on the
company's previously issued credit facilities following the close
of the transaction.

"The ratings reflect our view of LANDesk's "highly leveraged"
financial risk profile, with leverage in the high-4x area pro
forma for the proposed transaction, and its "vulnerable" business
risk profile, marked by its narrow market focus and competitive
operating environment," said Standard & Poor's credit analyst
Christian Frank.  "Its diverse customer base, material recurring
revenue, and strong channel partner relationships partly offset
these risks," added Mr. Frank.

LANDesk provides software that allows its customers to manage
desktop computing and mobile devices with network security,
software deployment, license management, inventory management, and
reporting capabilities.  The company has completed two tuck-in
acquisitions during the past 12 months (Wavelink and Shavlik) that
have improved its mobile device management products and provided
agentless virtual machine patching capabilities.  LANDesk
distributes its products to large enterprise customers through a
direct sales force and leverages national and regional resellers,
as well as original equipment manufacturers to address small and
midsize businesses.


LAZY DAYS': 3rd Cir. Flips Dist. Court Ruling in I-4 Land Dispute
-----------------------------------------------------------------
Lazy Days' R.V. Center, Inc. and LDRV Holding Corp. appeal an
order of the U.S. District Court for the District of Delaware that
vacated an order of the U.S. Bankruptcy Court.  According to the
District Court, the Bankruptcy Court lacked jurisdiction to
adjudicate the motion to reopen filed by the Reorganized Debtors.

On Tuesday, the U.S. Court of Appeals, Third Circuit, disagreed
with the District Court's conclusion that the Bankruptcy Court
issued an advisory opinion, and reversed the District Court's
judgment and remanded the case.

I-4 Land Holding Limited Co. owns a parcel of land in Florida.  In
July 1999, I-4 leased that land to Lazy Days pursuant to a written
lease that gave Lazy Days an option to purchase the property
subject to certain conditions.  The Lease also prohibited Lazy
Days from "assign[ing] or transfer[ring]" its interest in the
Lease "without the prior written consent of" I-4, except to
related entities under certain circumstances.  Beginning in 2008,
Lazy Days failed to pay rent as it came due and informed I-4 of
its intention to file for Chapter 11 bankruptcy and assign the
Lease to LDRV.

Prior to filing a petition under Chapter 11, Lazy Days negotiated
with I-4 and reached a settlement agreement in October 2009,
pursuant to which I-4 consented to Lazy Days's assignment of the
Lease to LDRV.  As part of the Settlement Agreement, Lazy Days
agreed not to "argue against the Bankruptcy Court abstaining from
consideration of Lease interpretation issues . . . except to the
extent necessary in connection with the assumption and assignment
of the Lease as contemplated herein."  The Settlement Agreement
also provided that "there is no intent to, nor is the Lease
modified in any respect and the Lease and all terms and conditions
thereof remain in full force and effect." App. 1487. It did not
explicitly state whether the purchase option would survive,
however.

In November 2009, Lazy Days filed a Chapter 11 petition. The
Bankruptcy Court confirmed a reorganization plan incorporating the
Settlement Agreement in December 2009 and closed the case in March
2010. Thereafter, the Lease was assigned to LDRV.

On May 12, 2011, LDRV attempted to exercise the purchase option,
but I-4 refused to honor it.  On June 1 and June 7, 2011, the
parties each filed lawsuits in Florida state court seeking a
determination of their respective rights under the Lease. Also on
June 7, the Reorganized Debtors filed an emergency motion to
reopen in the Bankruptcy Court, seeking a ruling that the Lease's
anti-assignment provision was unenforceable pursuant to 11 U.S.C.
Sec. 365(f)(3), which renders unenforceable any "provision in an
. . . unexpired lease of the debtor . . . that terminates or
modifies . . . a right . . . under such . . . lease on account of
an assignment" of the lease.

Nine days later, after allowing I-4 to file an opposition and
holding a hearing, the Bankruptcy Court held that the anti-
assignment provision was unenforceable and that I-4's refusal to
honor the purchase option violated the Settlement Agreement. The
Bankruptcy Court then ordered I-4 to honor the option.

I-4 appealed to the District Court, which vacated the Bankruptcy
Court's order, holding that the Bankruptcy Court's judgment was an
advisory opinion directed at the Florida state courts. The
Reorganized Debtors appeal.

A copy of the Third Circuit's July 30, 2013 Opinion is available
at http://is.gd/hyjB4yfrom Leagle.com.

Peter J. Rusthoven, Esq., at Barnes & Thornburg; and Maris J.
Kandestin, Esq., and Edmon L. Morton, Esq., at Young, Conaway,
Stargatt & Taylor, represent Lazy Days'.

R. Craig Martin, Esq., and Stuart M. Brown, Esq., at DLA Piper, in
Wilmington, Delaware; and Ronald S. Holliday, Esq., at DLA Piper,
in Tampa, Florida, argue for I-4.

                      About Lazy Days' R.V.

Founded in 1976, Lazydays(R) -- http://www.BetterLazydays.com/--
considers itself the largest single-site RV dealership in North
America.  Lazy Days' was acquired by Bruckmann Rosser Sherrill &
Co. II LP in May 2004 in a $217 million transaction. The company
has one mobile home and recreational vehicle sales and service
center on 126 acres near Tampa, Florida.

Lazy Days' R.V. Center Inc. filed for Chapter 11 on Nov. 5 (Bankr.
D. Del. Case No. 09-13911).  The Company's legal advisor is
Kirkland & Ellis LLP and its financial advisor is Macquarie
Capital (USA) Inc.

Lazy Days' RV Center Inc. completed its financial restructuring
and Wayzata Investment Partners LLC became majority and
controlling shareholder of the company in December 2009.


LEHMAN BROTHERS: Unit Not Owed Coverage in $15MM RE Suit
--------------------------------------------------------
Juan Carlos Rodriguez of BankruptcyLaw360 reported that a federal
judge declined to rule that Fidelity National Title Insurance Co.
owes coverage to a Lehman Brothers Holdings Inc. subsidiary in a
$15 million lawsuit over a failed real estate investment, saying
the insurer has already provided a defense to the company.

According to the report, Lehman Commercial Paper Inc. had sought
coverage from Fidelity after Oak Valley Partners LLP filed a $15
million claim when a California real estate investment went
bankrupt during the financial crisis.  LCPI sued Fidelity in April
2012, the report said.

The case is Lehman Commercial Paper Inc v. Fidelity National Title
Insurance Company, Case No. 8:12-cv-00570 (C.D. Calif.), before
Judge Josephine Staton Tucker.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Seeking to Collect $3.2-Bil. on Derivatives
------------------------------------------------------------
Katy Burne, writing for The Wall Street Journal, reported that
Lehman Brothers Holdings Inc. said in filings it expects to
collect another $3.2 billion from the workout of its derivatives
book through 2015, of which $2.3 billion should come in the
remainder of 2013.

According to the report, the failed investment banking powerhouse,
which filed for bankruptcy in September 2008, is still negotiating
with 1,000 of the 6,500 counterparties it had on the original
derivatives portfolio, which had a $39 trillion notional value.

Since 2008, the firm has recovered more than $15 billion from
those derivatives, the WSJ report noted.  What remains is a
fraction of the original face value, and the counterparties range
from large, sophisticated financial institutions and hedge funds
to municipalities and nonprofits.

Despite the pace at which Lehman has been able to collect on
derivatives, some lawyers said privately the workout could drag on
for years, even as the firm approaches the five-year anniversary
of its bankruptcy filing, the report said.

One lawyer, who was working on negotiations with Lehman on behalf
of creditors, said even another five years would be a
"conservative" estimate, noting the firm has left the toughest
cases for last, the report added.  A second lawyer, also working
opposite Lehman, said the firm still has "some pretty significant
disputes" and has been "picking off" the easier cases first.

                       About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Settles Swap Deal Disputes With US Bank, et al.
----------------------------------------------------------------
Lehman Brothers Holdings Inc. asked Judge James Peck of the U.S.
Bankruptcy Court for the Southern District of New York to approve
five separate agreements, which partially resolve disputes
relating to a credit default swap transaction.

The agreements are entered into among LBHI, Lehman Brothers
Special Financing Inc., U.S. Bank National Association, solely in
its capacity as trustee under five indentures, and the following
entities: (i) Pebble Creek LCDO 2006-1, Ltd., as Issuer, and
Pebble Creek LCDO 2006-1, Corp., as Co-Issuer; (ii) Exum Ridge
CBO 2006-2, Ltd., as Issuer, and Exum Ridge CBO 2006-2, Corp., as
Co-Issuer; (iii) Exum Ridge CBO 2006-4 Ltd., as Issuer, and Exum
Ridge CBO 2006-4, Corp., as Co-Issuer; (iv) Exum Ridge CBO 2006-
5, Ltd., as Issuer, and Exum Ridge CBO 2006-5, Corp., as Co-
Issuer; and (v) Exum Ridge CBO 2007-1, Ltd., as Issuer, and Exum
Ridge CBO 2007-1, Corp., as Co-Issuer.

                     Credit Default Swap Deal

Lehman Brothers Special Financing Inc. entered into a credit
default swap agreement with each issuer, under which the latter
committed to pay the company for losses incurred with respect to
certain obligations in exchange for periodic payments from the
company.

Each issuer issued various classes of notes under its respective
indenture and preference shares under a shares paying agency
agreement.  The notes were secured by a pool of collateral, which
the issuers pledged to U.S. Bank for the benefit of the holders
of the notes, which include LBSF.

Under the terms of the indentures, U.S. Bank applies payment
proceeds received generally in accordance with a "waterfall"
provision.  The provision states that a termination payment owed
to LBSF as swap counterparty will be paid in advance of any
distributions to noteholders unless the company is the defaulting
party under the swap agreement.

                           The Dispute

Since Lehman's bankruptcy filing in September 2008, neither LBSF
nor U.S. Bank has paid the amounts due under the indentures and
the swap agreements.

Two months after the bankruptcy filing, each issuer sent a notice
to LBSF about the termination of the swap agreements effective
Nov. 28, 2008.  Meanwhile, U.S. Bank received a letter from
LBSF's counsel advising that any action to make distributions to
the noteholders would violate the automatic stay, and any
provision subordinating any termination payment due LBSF would be
unenforceable.

As a result of the dispute over the enforceability of the
waterfall provisions, none of the parties to the swap agreements
has paid the amounts due on or after the termination date.

In September 2010, LBSF filed a complaint against U.S. Bank and
the issuers.  At issue in the litigation is the enforceability of
the waterfall provision.  The company sought a declaratory
judgment that effectuation of the waterfall provision violates
the stay as it involves an improper exercise of control over
property of its estate.

                     The Settlement Agreement

Under the settlement agreements, each issuer and U.S. Bank are
required to take actions to cause certain assets held in respect
of the collateral to be redeemed or liquidated, and to cause the
net proceeds thereof to be deposited with the bank.

U.S. Bank is also required to distribute and apply the proceeds
in this order and priority:

   (1) Pay the outstanding fees and expenses of U.S. Bank.

   (2) Pay each noteholder other than LBSF that does not object
       to the settlement agreement an amount equal to the
       "settlement offer. Such payment is subject to the receipt
       by U.S. Bank of an opinion or information regarding the
       fairness and reasonableness of the payment, or waiver of
       such receipt by the bank as to all or some of the notes.

   (3) Place into an interest-bearing account an amount to be
       held in respect of a reserve, which U.S. Bank may use for
       fees and expenses as enumerated in the settlement
       agreement, which amount may be invested in "eligible
       investments."

   (4) With respect to any noteholder that timely objects to the
       settlement agreement, place into an account with the
       U.S. Bank an amount, which may be invested in eligible
       investments, to secure payment of the claims of any
       objecting noteholder.  If the conditions on the payment of
       settlement amount to a noteholder are not met, the escrow
       amount will secure payment of the claims of any noteholder
       other than LBSF.

The partial settlement does not resolve the dispute regarding the
enforceability of the waterfall provisions.  LBSF retains its
right to maintain its positions with respect to the dispute in
the litigation, subject to the limitations as to the amount of
its recovery stated in the settlement agreements.

According to LBHI's counsel, Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges LLP, in New York, in keeping with the
confidentiality provisions of the partial settlement, and due to
LBHI's and LBSF's desire to keep the economic terms of the
settlement confidential, the Settlement Agreements will not be
filed in public and will only be provided to the Court, the U.S.
Trustee, and the Official Committee of Unsecured Creditors and
other parties who request them.

A court hearing is scheduled for August 21.  Objections are due
by August 14.

LBHI is also represented by Christopher J. Cox, Esq., at Weil,
Gotshal & Manges LLP, in Redwood Shores, California.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Settlement of Luxembourg Units' Claims Okayed
--------------------------------------------------------------
James W. Giddens, the trustee liquidating Lehman Brothers
Holdings Inc.'s brokerage, received the green light from the U.S.
Bankruptcy Court in Manhattan to settle the claims of two
Luxembourg-based Lehman units.

Under the deal, Lehman Brothers (Luxembourg) S.A. can assert a
$158 million unsecured claim while Lehman Brothers (Luxembourg)
Equity Finance S.A. can assert a $5 million customer claim
against the brokerage.

LBLux originally filed a customer claim to recover $12.9 billion,
which is based on mutual stock lending transactions.  Meanwhile,
the other Lehman unit filed two customer claims for cash and
securities held in its trading accounts at the brokerage.
Together, the claims assert more than $78 million.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Settlement of LB Securities' Claim Approved
------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved a settlement of
claims between the trustee of Lehman Brothers Holdings Inc.'s
brokerage and Lehman Brothers Securities N.V.

Under the deal, LBS can assert a $2.4 million customer claim
against the brokerage, down from the $10.9 million it originally
wanted.  Both sides also agreed a mutual release of claims
against each other.

James Giddens, the trustee appointed to liquidate the Lehman
brokerage, initially denied LBS' customer claim and reclassified
it as a general creditor claim.  The trustee found that LBS owes
the brokerage as much as $8.4 million during negotiations with
its liquidators.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Wins Add'l 6-Month Stay of Avoidance Suits
-----------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan granted Lehman Brothers
Holdings Inc. another six-month stay on lawsuits involving the
company.

In a July 18 decision, the bankruptcy court extended the stay to
January 20, 2014, allowing Lehman to settle 16 lawsuits.

Ten of the lawsuits were filed by Lehman while the other cases
were filed by Lehman Brothers Special Financing Inc. and Lehman
Brothers Financial Products Inc.

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

The company said the stay has been "enormously beneficial" to the
resolution of the lawsuits, and has been an integral part of the
implementation of the so-called "alternative dispute resolution"
procedures to end disputes, which could have resulted in costly
litigations.

As of June 21, the ADR program has yielded more than $1.543
billion for the Lehman estate, according to court papers.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: $1.547-Bil. Recovered From ADR Settlements
-----------------------------------------------------------
Weil Gotshal & Manges LLP, Lehman Brothers' legal counsel, filed
its 44th status report on the settlement of claims it negotiated
through the alternative dispute resolution process implemented in
Lehman Brothers' Chapter 11 cases.

The report noted that since the filing of the 43rd status report,
Lehman has served four additional ADR notices, bringing the total
number of notices served to 425.

The company also reached settlements with counterparties in two
ADR matters, one as a result of mediation.  Upon closing of those
settlements, the company will recover a total of $1,547,031,118.
Settlements have now been reached in 265 ADR matters involving
360 counterparties.

As of July 17, 101 of the 109 ADR matters that reached the
mediation stage and concluded were settled through mediation.
Only eight mediations were terminated without settlement.

Mediations are scheduled to be conducted on July 25, July 31 and
September 12, 2013.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Baupost Seeks to Quash Subpoena
------------------------------------------------
Baupost Group LLC asked the U.S. Bankruptcy Court in Manhattan to
quash the subpoena issued against the company by Lehman Brothers
Holdings Inc.

Lehman served the subpoena on May 24 to force Baupost Group to
turn over documents in connection with its investigation of
Giants Stadium LLC's claims against the company and its special
financing unit.

The claims stemmed from the swap deal Giants Stadium entered
Into with Lehman's special financing unit in connection with the
$700 million of auction-rate bonds it issued to finance the
construction of the New Meadowlands stadium.

Lehman wants to access documents concerning the valuation of the
bonds and the transfer of Giants Stadium's claims following the
termination of the swaps.

Baupost Group's lawyer, Matthew Schwartz, Esq. --
schwartzmatthew@sullcrom.com -- at Sullivan & Cromwell LLP, in
New York, said the company "had no involvement in the
circumstances and events underlying the claims."

According to the lawyer, the only documents Baupost Group may
have are either irrelevant or are protected by "attorney-client
privilege," pointing out that the company merely owns and advises
the funds that created Goal Line Partners LLC, which purchased an
interest in the claims.

A court hearing is scheduled for September 18.  Objections are
due by August 23.

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LEHMAN BROTHERS: Tschira Withdrawing Claims
-------------------------------------------
Dr. H.C. Tschira Beteiligungs GmbH & Co. KG and Klaus Tschira
Stiftung gGmbH filed with the U.S. Bankruptcy Court in Manhattan
a motion for leave to withdraw their claims against Lehman
Brothers Holdings Inc.

The move came after Lehman, which previously asked the bankruptcy
court to disallow the claims, refused to sign a stipulation in
connection with the withdrawal of the claims unless Tschira
agrees to "highly unusual and prejudicial" conditions.

The claims stemmed from Lehman's guaranty of Lehman Brothers
Finance S.A.'s obligations under their ISDA agreements with
Tschira.  Together, the claims assert nearly $605 million.

Tschira lawyer, George Zimmerman, Esq. --
george.zimmerman@skadden.com -- at Skadden Arps Slate Meagher &
Flom LLP, in New York, said Lehman is "seeking to leverage the
objection into an unfair tactical advantage for LBF in the Swiss
proceedings."

Mr. Zimmerman is referring to a litigation involving LBF and
Tschira, which is pending in Switzerland.  The dispute in the
Swiss proceedings centers on whether Tschira correctly calculated
the "loss" it suffered from the termination of the ISDA
agreements as a result of Lehman's bankruptcy filing.

"LBHI has made it clear that it intends to broaden the scope of
this matter in the hopes of extracting a ruling or finding that
LBF can use to undermine the Tschira entities' claims in the
Swiss proceedings," Mr. Zimmerman said in a court filing.

Judge James Peck was slated to hold a hearing on July 30 to
consider approval of the motion.

Tschira is also represented by:

         Lauren E. Aguiar, Esq.
         Jeffrey S. Geier, Esq.
         Susan A. Arbeit, Esq.
         SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
         Four Times Square
         New York, NY 10036
         Tel: (212) 735-3000
         Fax: (212) 735-2000
         Email: lauren.aguiar@skadden.com
                jeffrey.geier@skadden.com
                susan.arbeit@skadden.com

                      About Lehman Brothers

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

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

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

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

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

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

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

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

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

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


LIFECARE HOLDINGS: Govt. Appeal Aims to Stop Gifts in Bankruptcies
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the process of unsecured creditors getting "gifts"
from buyers or secured creditors could come to an abrupt halt if
the U.S. Justice Department succeeds in an appeal arising from the
sale of hospital owner LifeCare Holdings Inc.

According to the report, the government filed its brief this week
explaining to U.S. District Judge Sue L. Robinson in Delaware why
a linguistic sleight of hand can't be used to bypass the rules of
priority describing the order in which assets are distributed in
bankruptcy.  The government's beef is with a settlement by which
secured lenders acquired LifeCare's business in June in exchange
for debt and negotiated a settlement with the unsecured creditors'
committee opposing the sale.  As part of the settlement
accompanying the $360 million sale, $3.5 million was carved out
exclusively for unsecured creditors.

The report notes that the Internal Revenue Service appealed the
sale, which had been combined with a settlement leaving no cash to
pay a $24 million gains tax owing to the government.  Ordinarily,
the government's tax claim would come ahead of unsecured
creditors.  Unless the government succeeds on appeal, unsecured
creditors will receive a distribution when creditors with higher
priority, such as the IRS, get nothing.  The government argues
that bankruptcy law doesn't permit a sale "for the benefit of a
single or select group of creditors, to the detriment of other
creditors."  The government also faults the sale for paying some
Chapter 11 expenses and not others.  Whether Judge Robinson even
considers the merits of the appeal is unclear.  She has yet to
grant the government a stay pending appeal, leaving open the
chance she may dismiss the appeal as moot.  If the government
loses in Robinson's court, the Justice Department can appeal to
the U.S. Court of Appeals in Philadelphia.  As a result of the
settlement with lenders, unsecured LifeCare creditors are to
receive $1.5 million from which they estimate having a 7.5 percent
cash recovery.

The report relates that the settlement gives $2 million cash to
subordinated noteholders, for a 1.7 percent recovery.  The senior
lenders provided another $150,000 for the creditors' lawyers.  The
lenders were owed about $355 million on a secured credit facility
with JPMorgan Chase Bank NA as agent.  LifeCare, based in Plano,
Texas, entered bankruptcy with 27 long-term acute-care hospitals
in 10 states.  The lenders provided $25 million in secured
financing for the Chapter 11 case.  In addition to senior secured
debt, there was $128.4 million owing on senior subordinated notes.

                          About LifeCare

LCI Holding Company, Inc., and its affiliates, doing business as
LifeCare Hospitals, operate eight "hospital within hospital"
facilities and 19 freestanding facilities in 10 states.  The
hospitals have about 1,400 beds at facilities in Louisiana, Texas,
Pennsylvania, Ohio and Nevada.  LifeCare is controlled by Carlyle
Group, which holds 93.4% of the stock following a
$570 million acquisition in August 2005.

LCI Holding Company, Inc., and its affiliates, including LifeCare
Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead
Case No. 12-13319) on Dec. 11, 2012, with plans to sell assets to
secured lenders.

Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps,
Slate Meagher & Flom LLP, serve as counsel to the Debtors.
Rothschild Inc. is the financial advisor.  Huron Management
Services LLC will provide the Debtors an interim chief financial
officer and certain additional personnel; and (ii) designate
Stuart Walker as interim chief financial officer.

The steering committee of lenders is represented by attorneys at
Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP.  The agent
under the prepetition and postpetition secured credit facility is
represented by Simpson Thacher & Barlett LLP.

The Debtors disclosed assets of $422 million and liabilities
totaling $575.9 million as of Sept. 30, 2012.  As of the
bankruptcy filing, total long-term obligations were $482.2 million
consisting of, among other things, institutional loans and
unsecured subordinated loans.  A total of $353.4 million is owing
under the prepetition secured credit facility.  A total of
$128.4 million is owing on senior subordinated notes.  LifeCare
Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed
$24,028,730 in assets and $484,372,539 in liabilities as of the
Chapter 11 filing.

The Official Committee of Unsecured Creditors is represented by
Pachulski Stang Ziehl & Jones LLP.  FTI Consulting, Inc., serves
as its financial advisor.


MAXCOM TELECOMUNICACIONES: Posts Ps.226MM Net Loss in 2nd Quarter
-----------------------------------------------------------------
Maxcom Telecomunicaciones, S.A.B. de C.V., announced its unaudited
financial and operating results for the quarter ended June 30,
2013.

The Company posted a net loss during 2Q13 of Ps.226.29 million on
Ps.635.66 million of total revenues, in comparison to the net loss
of Ps.239.42 million on Ps.517.12 million of total revenues
reported in the same period of 2012.  For the six months ended on
June 30, 2013, the Company registered a net accumulated loss of
Ps.175 million on Ps.1.21 billion of total revenues, in comparison
to the net loss of Ps.163 million on Ps.1.06 billion of total
revenues recorded in the same period of 2012.

As of June 30, 2013, the Company had Ps.4.97 billion in total
assets, Ps.2.97 billion in total liabilities and Ps.2 billion in
total shareholders' equity.

The Company commenced a voluntary prepackaged Chapter 11 cases in
the U.S. Bankruptcy Court on July 23, 2013.  Pursuant to its
prepackaged plan of reorganization, Maxcom is seeking to 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 copy of the press release is available for free at:

                        http://is.gd/S6cF2u

                            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 Rios, S.C., as its financial advisor and
Kirkland & Ellis LLP and Santamarina y Steta, S.C. as its U.S. and
Mexican legal advisors in connection with its restructuring
proceedings and potential Chapter 11 case.  The Ad Hoc Group has
retained Cleary Gottlieb Steen & Hamilton LLP and Cervantes Sainz,
S.C., as its U.S. and Mexican legal advisors.  Ventura has
retained VACE Partners as its financial advisor, and Paul Hastings
LLP and Jones Day as its U.S. and Mexican legal advisors,
respectively.


MERCANTILE BANCORP: Says Holdco Lacks Standing to Object to Sale
----------------------------------------------------------------
Mercantile Bancorp, Inc. asks the Bankruptcy Court to overrule
Holdco Advisors L.P.'s objection for the proposed sale of the
Debtor's shares in Mercantile Bank and the related trademark for
Mercantile Bank's "M" Logo.

The Debtor asserts that the Objection should be overruled for
three distinct reasons: First, Holdco is not an interested party
in the bankruptcy case and lacks standing to object; Second, the
Objection is devoid entirely of factual and legal support; and
Third, the Objection is not a true objection but rather a counter-
offer that properly should be made pursuant to proposed bidding
procedures.

Holdco is a financial advisory firm that allegedly holds a power-
of-attorney for one of the Debtor's equity security holders.

The Debtor notes the HoldCo Objection largely comprises of a
Powerpoint presentation in which Holdco proposes an alternate sale
structure through which the FDIC would voluntarily accept a 49%
equity stake in the Debtor.  "There is no evidence it would, and
in fact it would not," the Debtor contends.

                     About Mercantile Bancorp

Mercantile Bancorp -- http://www.mercbanx.com/-- is a Quincy,
Illinois-based bank holding company with wholly owned subsidiaries
consisting of one bank in Illinois and one each in Kansas and
Florida, where the Company conducts full-service commercial and
consumer banking business, engages in mortgage banking, trust
services and asset management, and provides other financial
services and products.  The Company also operated Mercantile Bank
branch offices in Missouri and Indiana.

On Aug. 10, 2011, the Illinois Division of Banking released a
Consent Order that Mercantile Bank, the Federal Deposit Insurance
Corporation, and the Division entered into as of July 28, 2011.
Under the Order, Mercantile Bank will cease operating with all
money transmitters and currency businesses providing brokerage,
sale or exchange of non-United States currency for deposit
customers.  Furthermore, Mercantile Bank may not enter into a new
line of business without the prior written consent of the FDIC and
the Division.

Mercantile Bancorp filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11634) on June 27, 2013.  The petition shows assets
and debt both exceeding $50 million.  Liabilities include $61.9
million owing on junior subordinated debentures.  Mercantile
stopped paying interest on the debentures in 2009, since then
running up $14 million in unpaid interest.

Stuart M. Brown, Esq. at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Kimberly D. Newmarch,
Esq., and Aaron M. Paushter, Esq., at DLA Piper LLP (US), in
Chicago, Illinois, act as attorneys for the Debtor.


MERRIMACK PHARMACEUTICALS: Board OKs $679K Cash Bonus to Execs.
---------------------------------------------------------------
The Organization and Compensation Committee of the Board of
Directors of Merrimack Pharmaceuticals, Inc., took these actions
regarding the compensation of the Company's named executive
officers:

(1) approved 2012 annual cash bonus awards for each named
    executive officer pursuant to the Company's annual cash
    bonus program aggregating $679,566;

(2) established 2013 base salaries, retroactive to April 1, 2013:




   Name                    2013 Base Salary
   -------------------     ----------------
   Robert J. Mulroy           $520,000
   William A. Sullivan        $289,831
   William M. McClements      $346,762
   Ulrik B. Nielsen           $371,219
   Edward J. Stewart          $309,975

(3) approved the annual performance-based cash bonus program for
    2013 for the Company's named executive officers.  The 2013
    Bonus Program is comprised of these three elements:
   (1) the achievement of specified annual corporate objectives;
   (2) the achievement of specified annual individual performance
    objectives; and (3) the support of the overall management of
    the Company and the creation of long-term value for the
    Company's stockholders.

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

                        http://is.gd/VlErxA

                          About Merrimack

Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a
biopharmaceutical company discovering, developing and preparing to
commercialize innovative medicines consisting of novel
therapeutics paired with companion diagnostics.  The Company's
initial focus is in the field of oncology.  The Company has five
programs in clinical development.  In it most advanced program,
the Company is conducting a pivotal Phase 3 clinical trial.

Merrimack Pharmaceuticals disclosed a net loss of $91.75 million
in 2012, following a net loss of $79.67 million in 2011.  The
Company incurred a $50.15 million net loss in 2010.  The Company's
balance sheet at March 31, 2013, showed $127.32 million in total
assets, $159.46 million in total liabilities, a $32.06 million
total stockholders' deficit, and a $73,000 non-controlling
deficit.


METAVATION: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Metavation
          aka Hillsdale Automotive, LLC
        21177 Hilltop Street
        Southfield, MI 48033

Bankruptcy Case No.: 13-11831

Affiliates that previously sought Chapter 11 protection:
                               Petition
        Debtor                   Date       Case No.
        ------                 --------     --------
Revstone Industries, LLC       12/03/2013   12-13262
Spara, LLC                     12/03/2013   12-13263
Greenwood Forgings, LLC        01/07/2013   13-10027
US Tool & Engineering, LLC     01/07/2013   13-10028

Chapter 11 Petition Date: July 22, 2013

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

Debtor's Counsel: Laura Davis Jones, Esq.
                  PACHULSKI STANG ZIEHL & JONES, LLP
                  919 N. Market Street, 17th Floor
                  Wilmington, DE 19899
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400
                  E-mail: ljones@pszjlaw.com

                         - and ?

                  Colin R. Robinson, Esq.
                  PACHULSKI STANG ZIEHL & JONES, LLP
                  919 North Market Street, 17th Floor
                  Wilmington, DE 19801
                  Tel: (302) 778-6426
                  Fax: (302) 562-4400
                  E-mail: crobinson@pszjlaw.com

Debtor's
Claims and
Noticing Agent:   RUST CONSULTING/OMNI BANKRUPTCY

Debtor's
Special Counsel:  MCDONALD HOPKINS PLC

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

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

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

The petition was signed by John C. DiDonato, chief restructuring
officer.


METROCAT RE: S&P Assigns 'BB-' Rating to $200MM Class A Notes
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned a rating
of 'BB-(sf)', to the $200 million, Series 2013-1 class A notes
issued by MetroCat Re Ltd. (MetroCat).  The notes provide
parametric coverage for storm surge measured during named storms'
event period.

This is the first time S&P has rated a transaction using only Risk
Management Solutions Inc.'s storm-surge model, as well as the
first time S&P has rated a transaction that has storm surge as the
sole metric for determining if a triggering event has occurred.

The rating is based on the lower of the rating on the catastrophe
risk ('BB-') and the rating on the assets in the collateral
accounts ('AAAm' on the closing date and rated by Standard &
Poor's thereafter).  S&P do not maintain an interactive rating on
the ceding insurer, First Mutual Transportation Assurance Co.
(FMTAC).  However, credit exposure to FMTAC will be mitigated
because FMTAC will prepay the initial quarterly interest spread at
closing and will prepay each subsequent quarterly interest spread
50 days before each payment date.

FMTAC was incorporated under New York State laws as a pure captive
insurance company on Dec. 5, 1997, and commenced operations on
that date.  The company is a wholly owned subsidiary of the
Metropolitan Transportation Authority (MTA) and is established to
insure and reinsure the risks of the MTA.

The class notes provide reinsurance to FMTAC for named storms that
generate an event index value that equals or exceeds 8.5 feet for
Area A (tidal gauges located in The Battery, Sandy Hook, and
Rockaway Inlet) or 15.5 feet for Area B (tidal gauges in East
Creek and Kings Point).

A loss payment on the notes is based on the event index value
meeting or exceeding a trigger level for the applicable area.  If
a trigger event occurs, the loss payment from MetroCat to FMTAC
will be 100% of the outstanding principal amount.

RATINGS LIST

New Rating
MetroCat Re Ltd.
$200 million, Series 2013-1 class A notes
  Senior Secured                                BB-(sf)


MF GLOBAL: Trustee Again Asks Judge to Ax WARN Suit
---------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that an attorney for
MF Global Holdings Ltd.'s trustee urged a bankruptcy judge to
throw out a Worker Adjustment and Retraining Notification class
action, saying the plaintiffs' second amended complaint failed to
identify which MF Global entity actually employed the workers.

According to the report, the adversary proceeding was lodged
against the fallen firm by former employees who allege violations
of both the federal WARN Act and the New York WARN Act, and seeks
damages for all ex-workers whose employment was terminated with
insufficient notice under the statutes.

                          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: Gets Final OK to Incur Loan and Use Cash Collateral
-----------------------------------------------------------------
The U.S. District of Delaware authorized, on a final basis, MFM
Industries, Inc., et al., to:

   1. incur postpetition secured indebtedness;

   2. enter into ratification of the loan agreements with
      Bibby Financial Services (Midwest), Inc. and Crossroads
      Financial, LLC; and

   3. use cash collateral of prepetition lenders to operate
      their business.

As reported in the Troubled Company Reporter on June 12, 2013, the
Debtors won interim approval from the Bankruptcy Court to obtain
debtor-in-possession financing from existing lenders Bibby
Financial Services (Midwest) Inc. and Crossroads Financial LLC,
and use the lenders' cash collateral.

The Court acknowledged that the Debtors do not have sufficient
available sources of working capital and financing to operate
their properties in the ordinary course of business without the
receivables facility, the revolving credit facility and the
authorized use of cash collateral.

Prepetition, the Debtors used two primary sources of financing:
(a) a receivables factoring facility with BFS with a maximum
facility amount of $3,000,000 secured by substantially all of the
assets of Industries; and (b) a revolving credit facility with
Crossroads with a maximum facility amount of $500,000 (only
$175,000 in principal outstanding as of the Petition Date).

Postpetition, BFS has agreed to continue to provide financing
pursuant to the receivables factoring facility by entering into an
agreement, which among other things, ratifies and amends their
master purchase and sale agreement dated Nov. 14, 2011.

The Debtors also expect Crossroads to continue providing
financing.

The Debtors accordingly sought authority from the Bankruptcy Court
to maintain their current financing arrangements with BFS and
Crossroads.

The Debtors also obtained interim approval to use cash collateral.
BFS, Crossroads, and junior lender Palmer Resources, LLC, and
possibly Terex, may assert a security interest in certain cash
collateral.  As adequate protection, the prepetition lenders will
receive perfected postpetition security interests and liens on the
collateral.  There will be carve-out for U.S. Trustee fees and up
to $150,000 for professional fees.

                       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: Wants to Incur Loan to Pay Insurance Premiums
-----------------------------------------------------------
MFM Industries, Inc., et al., ask the Bankruptcy Court for
authorization to enter into an insurance premium financing
agreement with Premco Financial Corporation.

According to the Debtors, in the ordinary course of business, they
must maintain various insurance policies, including automobile,
property, boiler/machine, general liability, umbrella liability
and inland marine insurance, to ensure the continued operation of
their business and to protect the value of their assets.

The Debtors relate that they do not have funds to pay the premium
for the insurance in one installment and needed to obtain
financing for the premium.  Premco has agreed to provide financing
to fund the premiums in the total amount $299,090.

Pursuant to the agreement, the Debtors must make a down payment to
Premco in the amount of $74,772 and a nine monthly payments of
$25,516 beginning July 30, 2013.  The annual percentage interest
is 5.671 percent.

The agreement also provides for the granting of a security
interest to Premco in all gross unearned premiums and loss
payments on the insurance policies.  Upon a payment default by the
Debtors, Premco will have the right to cancel the insurance and
demand and collect payments of the unearned and loss payments.

                       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: Sec. 341 Creditors' Meeting Continued Until Aug. 15
-----------------------------------------------------------------
The U.S. Trustee for Region 3 continued until Aug. 15, 2013, at
11 a.m., the meeting of creditors in the Chapter 11 cases of MFM
Industries, Inc., et al.

As reported in the Troubled Company Reporter on July 4, 2013, the
meeting was first scheduled for July 16, at the J. Caleb Boggs
Federal Building, 844 King St., Room 2112, in Wilmington,
Delaware.

                       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.


MG ROVER: Deloitte Loses Appeal of Conflict Ruling
--------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that a U.K. regulator
has affirmed a finding that Deloitte LLP failed to properly manage
conflicts of interest in advising carmaker MG Rover Group Ltd.,
which went bankrupt in 2005, and four one-time MG Rover directors
in certain transactions.

According to the report, a Financial Reporting Council tribunal
confirmed an earlier ruling faulting the conduct of Deloitte and
Maghsoud Einollahi, a former partner in the company's corporate
finance department, as corporate finance advisers to various
companies involved with MG Rover and its parent Phoenix Ventures
Holdings Ltd.

Headquartered in Birmingham, United Kingdom, MG Rover Group
Limited -- http://www1.mg-rover.com/-- produced automobiles
under the Rover and MG brands, together with engine maker
Powertrain Ltd.  Previously owned by Phoenix Venture Holdings,
the company faced huge losses in recent years, reaching GBP64.1
million in 2004, which were blamed on reduced sales.

MG Rover collapsed on April 8, 2005, after a tie-up with China's
largest carmaker, Shanghai Automotive Industry Corp., failed to
materialize.  Ian Powell, Tony Lomas and Rob Hunt, partners in
PricewaterhouseCoopers, were appointed as joint administrators.
The crisis left 6,000 people jobless, and caused a domino effect
on related businesses, particularly in the West Midlands.  Days
later, eight European subsidiaries -- MG Rover Deutschland GmbH;
MG Rover Nederland B.V.; MG. Rover Belux S.A./N.V.; MG Rover
Espana S.A.; MG Rover Italia S.p.A.; MG Rover Portugal-
Veiculos e Pecas LDA; Rover France S.A.S., and Rover Ireland
Limited -- were placed into administration.


MI PUEBLO: Immigration Audits Hurt Hispanic-Oriented Chains
-----------------------------------------------------------
Katy Stech, writing for The Wall Street Journal, reported that
struggling from the fallout of federal immigration audits, two
Southwest grocery-store chains have filed for bankruptcy
protection with plans to reorganize.

California's Mi Pueblo grocery store operator filed for Chapter 11
protection after the 21-store chain was told to replace some of
its 3,260 workers whose documentation came under review during a
U.S. Immigration and Customs Enforcement audit, according to court
papers filed with the U.S. Bankruptcy Court in San Jose, Calif.,
the report said.

The chain -- which stocks its shelves with imported foods from
Mexico, South America and other countries for its primarily
Hispanic customers -- said in court papers that the federal audit
led the company to struggle with higher payroll costs and training
expenses as new workers have been brought on board, said
bankruptcy attorney Robert Harris in court documents, the report
related. The stores sell fresh tortillas, marinated cuts of meat
and specialty cheeses from throughout Central and South America.

The report noted that that filing comes after executives at Pro's
Ranch Market put the company's 11 stores, which employ about 2,235
workers and are mostly located in Arizona, under bankruptcy
protection in May. Besides a tough economy and growing
competition, company officials said the company was also
"effectively singled out for an immigration audit to which no
other competitor was subjected," according to documents they filed
with the U.S. Bankruptcy Court in Phoenix.

Pro's Ranch Market said it had to lay off 300 workers -- roughly
20% of its workers -- in 2010 following an agency investigation
that found some employees to be working in the country illegally,
according to court papers, the report said.  Many workers could
only produce fake documentation when asked for papers that proved
they were eligible to work, according to local reports.

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.


MI PUEBLO: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Mi Pueblo San Jose, Inc.
          fdba Mi Pueblo Mountain View, Inc.
               Mi Pueblo Downtown, Inc.
          dba Mi Pueblo Food Center
        P.O. Box 3288
        San Jose, CA 95156

Bankruptcy Case No.: 13-53893

Chapter 11 Petition Date: July 22, 2013

Court: U.S. Bankruptcy Court
       Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtors' Counsel: Heinz Binder, Esq.
                  LAW OFFICES OF BINDER AND MALTER
                  2775 Park Avenue
                  Santa Clara, CA 95050
                  Tel: (408) 295-1700
                  E-mail: heinz@bindermalter.com

                         - and ?

                  Robert G. Harris, Esq.
                  LAW OFFICES OF BINDER AND MALTER
                  2775 Park Avenue
                  Santa Clara, CA 95050
                  Tel: (408) 295-1700
                  E-mail: rob@bindermalter.com

                         - and ?

                  David B. Rao, Esq.
                  LAW OFFICES OF BINDER AND MALTER
                  2775 Park Avenue
                  Santa Clara, CA 95050
                  Tel: (408) 295-1700
                  E-mail: David@bindermalter.com

                  Roya Shakoori, Esq.
                  LAW OFFICES OF BINDER AND MALTER
                  2775 Park Avenue
                  Santa Clara, CA 95050
                  Tel: (408) 295-1700
                  E-mail: roya@bindermalter.com

                         - and ?

                  Wendy W. Smith, Esq.
                  LAW OFFICES OF BINDER AND MALTER
                  2775 Park Avenue
                  Santa Clara, CA 95050
                  Tel: (408) 295-1700
                  E-mail: Wendy@bindermalter.com

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

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

Affiliate that simultaneously filed for Chapter 11:

        Debtor                     Case No.
        ------                     --------
Cha Cha Enterprises, LLC           13-53894
  Assets: $10,000,001 to $50,000,000
  Debts: $10,000,001 to $50,000,000

The petitions were signed by Juvenal Chavez, president.

A. Mi Pueblo San Jose, Inc.'s List of Its 20 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
La Rosa Tortilla Factory           Trade Debt             $554,461
142 Second Street
Watsonville, CA 95076

Sukarne                            Trade Debt             $491,490
4500 E. Pacific Coast Highway
Long Beach, CA 90804

Bay Area Seafood                   Trade Debt             $399,236
30248 Santucci Court
Hayward, CA 94544

Seacatch Market Fresh Advantag     Trade Debt             $377,433
710 Epperson Drive
City Of Industry, CA 91748

Marquez Bros. Inc.                 Trade Debt             $333,327
Department #34375
San Francisco, CA 94139

Rizo-Lopez Foods Inc.              Trade Debt             $274,326
P.O. Box 1689
Empire, CA 95319

Yosemite Meat Company              Trade Debt             $259,694
P.O. Box 580008
Modesto, CA 95358

CDS Distributing, Inc.             Trade Debt             $233,469

OK Produce                         Trade Debt             $225,217

Premium Valley Produce Inc.        Trade Debt             $224,346

Mission Foods Corporation          Trade Debt             $221,895

Pacific Meat Company               Trade Debt             $210,629

Bottomley Distributing Co.         Trade Debt             $187,693

York Insurance Services Group      Trade Debt             $185,313

Pepsi Cola Company                 Trade Debt             $175,408

Coca Cola Bottling NorCal          Trade Debt             $157,154

West Pak Avocado Inc.              Trade Debt             $149,200

Bog, LLP                           Trade Debt             $146,185

Darigold, Inc.                     Trade Debt             $137,623

Frito Lay, Inc.                    Trade Debt             $136,589

B. Cha Cha Enterprises, LLC's List of Its Nine Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Bedford Plaza Associates           Lease                   $10,650
2090 Warm Spring Court
Fremont, CA 94539

Kare Distribution                  Trade Debt                 $690
5018 Michaelangelo Court
Fairfield, CA 94534

Cushman & Wakefield Inc.           Trade Debt                 $415
12802 Tampa Oaks Boulevard
Temple Terrace, FL 33637

City of Modesto                    Business License           $281

Crane Pest Control                 Trade Debt                 $114

Newegg, Inc.                       Trade Debt                  $82

City of Atwater                    Business License            $76

City of Hayward                    Business License            $42

PG & E                             Utilities                   $38


MOTORCAR PARTS: Amends Fiscal 2013 Annual Report
------------------------------------------------
Motorcar Parts of America, Inc., has amended its annual report on
Form 10-K for the year ended March 31, 2013, to include the
information required by Part III of Form 10-K and not included in
the original filing, as the Company will be filing its definitive
proxy statement later than 120 days after the end of the Company's
fiscal year ended March 31, 2013.  A copy of the Form 10-K/A is
available for free at http://is.gd/IjPJ5Y

                       About Motorcar Parts

Torrance, California-based Motorcar Parts of America, Inc.
(Nasdaq: MPAA) is a remanufacturer of alternators and starters
utilized in imported and domestic passenger vehicles, light trucks
and heavy duty applications.  Motorcar Parts of America's products
are sold to automotive retail outlets and the professional repair
market throughout the United States and Canada, with
remanufacturing facilities located in California, Mexico and
Malaysia, and administrative offices located in California,
Tennessee, Mexico, Singapore and Malaysia.

The Company reported a net loss of $91.5 million on $406.3 million
of sales in fiscal 2013, compared to a net loss of $48.5 million
on $363.7 million of sales in fiscal 2012.  The Company's balance
sheet at March 31, 2013, showed $367.1 million in total assets,
$370.6 million in total liabilities, and a stockholders' deficit
of $3.5 million.

Ernst & Young LLP, in Los Angeles, California, noted that the
Company's wholly owned subsidiary Fenwick Automotive Products
Limited has recurring operating losses since the date of
acquisition and has a working capital and an equity deficiency.
"In addition, Fenco has not complied with certain covenants of its
loan agreements with its bank.  These conditions relating to Fenco
coupled with the significance of Fenco to the Consolidated
Companies, raise substantial doubt about the Consolidated
Companies' ability to continue as a going concern."


MPG OFFICE: Court Junks Request to Stop Merger with Brookfield
--------------------------------------------------------------
The Circuit Court for Balitmore City, Maryland, denied the
plaintiffs' motion for preliminary injunction seeking to enjoin
the Tender Offer and the REIT Merger at a hearing held on July 24,
2013, MPG Office Trust, Inc., disclosed in an amended regulatory
filing with the U.S. Securities and Exchange Commission.

Brookfield DTLA Inc. previously announced its intention to acquire
MPG pursuant to a merger agreement, dated as of April 24, 2013, by
and among Brookfield DTLA Holdings LLC, a newly formed fund
controlled by BPO (the DTLA Fund), Brookfield DTLA Fund Office
Trust Investor Inc., Brookfield DTLA Fund Office Trust Inc.,
Brookfield DTLA Fund Properties LLC, MPG and MPG Office, L.P.

After the announcement of the execution of the Merger Agreement,
seven putative class actions were filed against MPG and other
parties to the merger.

The plaintiffs in the seven lawsuits seek an injunction against
the proposed Mergers, rescission or rescissory damages in the
event the Mergers have been consummated, an award of fees and
costs, including attorneys' and experts' fees, and other relief.

On July 10, 2013, solely to avoid the costs, risks and
uncertainties inherent in litigation, MPG and the other named
defendants in the Common Stock Actions signed a memorandum of
understanding, regarding a proposed settlement of all claims
asserted therein.

A copy of the Amended Schedule TO is available for free at:

                        http://is.gd/tJKNM9

                       About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- owns and operates Class A office
properties in the Los Angeles central business district and is
primarily focused on owning and operating high-quality office
properties in the Southern California market.  MPG Office Trust is
a full-service real estate company with substantial in-house
expertise and resources in property management, marketing,
leasing, acquisitions, development and financing.

For the year ended Dec. 31, 2012, the Company reported net income
of $396.11 million, as compared with net income of $98.22 million
on $234.96 million of total revenue during the prior year.  The
Company's balance sheet at March 31, 2013, showed $1.45 billion in
total assets, $1.98 billion in total liabilities, and a $530.56
million total deficit.

In its Form 10-K filing with the Securities and Exchange
Commission for the fiscal year ended Dec. 31, 2012, the Company
said it is working to address challenges to its liquidity
position, particularly debt maturities, leasing costs and capital
expenditures.  The Company said, "We do not currently have
committed sources of cash adequate to fund all of our potential
needs, including our 2013 debt maturities. If we are unable to
raise additional capital or sell assets, we may face challenges in
repaying, extending or refinancing our existing debt on favorable
terms or at all, and we may be forced to give back assets to the
relevant mortgage lenders. While we believe that access to future
sources of significant cash will be challenging, we believe that
we will have access to some of the liquidity sources identified
above and that those sources will be sufficient to meet our near-
term liquidity needs."

On March 11, 2013, the Company entered into an agreement to sell
US Bank Tower and the Westlawn off-site parking garage.  The
transaction is expected to close June 28, 2013, subject to
customary closing conditions.  The net proceeds from the
transaction are expected to be roughly $103 million, a portion of
which may potentially be used to make loan re-balancing payments
on the Company's upcoming 2013 debt maturities at KPMG Tower and
777 Tower.

Roughly $898 million of the company's debt matures in 2013.

"Our ability to access the capital markets to raise capital is
highly uncertain.  Our substantial indebtedness may prevent us
from being able to raise debt financing on acceptable terms or at
all.  We believe we are unlikely to be able to raise equity
capital in the capital markets," the Company said.

"Future sources of significant cash are essential to our liquidity
and financial position, and if we are unable to generate adequate
cash from these sources we will have liquidity-related problems
and will be exposed to material risks. In addition, our inability
to secure adequate sources of liquidity could lead to our eventual
insolvency."


NAI ENTERTAINMENT: Moody's Rates Proposed $300MM Secured Bonds B1
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
$300 million senior secured bonds of NAI Entertainment Holdings
LLC (NAI), a wholly-owned subsidiary of National Amusements Inc.
(National Amusements, a private media holding company owned by the
Redstone family). NAI plans to use proceeds, together with
borrowings under a proposed $75 million revolver (unrated) and
balance sheet cash, to repay its existing 8.25% Senior Secured
Notes ($360 million outstanding) and to fund the prepayment
premium. Moody's also affirmed NAI's B1 corporate family rating
and maintained the stable outlook.

NAI Entertainment Holdings LLC

  $300M Senior Secured Bonds, Assigned B1, LGD3, 30%

  Corporate Family Rating, Affirmed B1

  Probability of Default Rating, Affirmed B2-PD

  Speculative Grade Liquidity Rating, Affirmed SGL-2

  Outlook, Remains Stable

Ratings Rationale:

The transaction will reduce debt by about $10 million, extend the
maturity profile, and likely lower annual interest expense based
on expectations for a lower coupon on the proposed bonds, all
favorable for the credit profile. Also, the revolver borrowings
will afford the company with the flexibility for future debt
repayment at par.

Moody's Loss Given Default Methodology indicates a one notch
higher rating on the senior secured notes since the model provides
uplift to the bonds as a consequence of the company's current
pension liability, which is a junior claim. However, the pension
liability is expected to be smaller in the future. Moody's
considers the B1 rating for the secured bonds, on par with the
corporate family rating, more appropriate.

NAI's B1 corporate family rating incorporates its very high
leverage (approximately 7.4 times debt-to-EBITDA pro forma for the
transaction with Moody's standard adjustments, including the
capitalization of operating leases using an 8 times multiple and
an addition to debt for the underfunded pension), which poses a
challenge to operate in an inherently volatile industry reliant on
third party film studios to drive the attendance that leads to
cash flow from admissions and concessions. However, Moody's also
considers NAI an investment company, given the sizeable asset
value from its holdings of CBS and Viacom shares. As part of the
debt collateral package, these shares support the CFR and somewhat
mitigate the weak credit profile. The annual dividend income from
the shares also provides a recurring stream of cash not impacted
by the film slate, and at an annual run rate of approximately $24
million, the dividends are sufficient to fund annual interest
expense.

Nevertheless, the company's lack of scale and its weak EBITDA
margins as compared to peers constrain the rating. In Moody's
opinion, North American theatrical exhibition is a mature industry
with low-to-negative growth potential, high fixed costs and
increasing competition from alternative media, and Moody's
anticipates attendance growth will continue to lag behind
population growth, with year to year volatility driven by the
popularity of the product. However, the industry remains viable
and stable throughout economic cycles, and NAI's operations in
Brazil and Argentina offer better growth prospects.

The stable outlook assumes that the Viacom and CBS shares owned
will provide about 2 times coverage of debt and that leverage will
be below 8 times, with some variability based on box office
volatility. The stable outlook also incorporates expectations that
the company will maintain a good liquidity profile.

The high leverage, lack of scale, lower than peers margins, and
limited growth potential constrain the rating. An upgrade is
highly unlikely absent a material and unexpected change in the
capital structure that results in leverage below 5 times debt-to-
EBITDA and free cash flow to debt approaching 10%.

If the market value of the collateral package (consisting of
shares of CBS and Viacom stock) eroded to below 1.5 times, a
downgrade could occur. Moody's would also consider a negative
ratings action if the company sustained negative free cash flow or
leverage above 8 times, or with deterioration of the liquidity
profile.

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

A wholly-owned subsidiary of National Amusements Inc., NAI
Entertainment Holdings LLC operates a significant proportion of
National Amusements Inc.'s cinema assets, comprising 29 theaters
in the United States, 20 in the United Kingdom, 17 in Brazil, and
7 in Argentina. Its total revenue was approximately $522 million
for the twelve months ended April 4, 2013. NAI also holds
approximately 14 million shares of Viacom stock and 14 million
shares of CBS stock. National Amusements Inc. is a Norwood,
Massachusetts-based private media holding company owned by the
Redstone family.


NAI ENTERTAINMENT: S&P Assigns 'BB' Rating to $300MM Sr. Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on NAI and NAIE, which we analyze on a consolidated
basis for purposes of the corporate credit rating.  The outlook is
stable.

At the same time, S&P assigned Norwood, Mass.-based movie
exhibitor NAIE's proposed $300 million senior secured notes due
2018 a 'BB' issue-level rating (two notches higher than the 'B+'
corporate credit rating on holding company NAI), with a recovery
rating of '1', indicating S&P's expectation for very high (90% to
100%) recovery for noteholders in the event of a payment default.

The rating on NAI reflects S&P's expectation that the company will
continue to be subject to long-term industry-wide declines in
domestic theater attendance, high leverage, and a weak EBITDA
margin compared with those of its movie exhibitor peers.  S&P
views NAI's business risk profile as "vulnerable" (based on S&P's
criteria), because of its below-peer-average operating measures.
S&P views its financial risk profile as "aggressive" because of
its high debt-to-EBITDA ratio and its moderate cushion of
compliance with its new covenants.  NAI's stake in Viacom Inc. and
CBS Corp. voting common stock enhances its flexibility.  This,
together with its excess cash balances, represents critical
support to the rating.

Trusts of the Redstone family own NAI. Sumner Redstone is the
company's chairman and chief executive, and Shari Redstone is its
president.  S&P believes the company's investment in Midway Games
Inc. was inconsistent with the enterprise's capabilities, and this
contributes to S&P's assessment of the company's management and
governance as "weak."  The investment was sold at a significant
loss in 2009, which resulted in increased credit risk at NAI, in
S&P's view.

The consolidated company is a midsize cinema operator but a major
Northeast U.S. player.  Over 60% of its theaters are located in
the U.K., Brazil, and Argentina.  NAIE operates a significant
majority of the consolidated company's theaters, but less than the
majority of the consolidated company's Viacom and CBS holdings.
For these reasons, S&P regards NAIE as a core subsidiary of NAI,
and analyzes the two entities on a consolidated basis.


NEW ENGLAND COMPOUNDING: Tenn. Victims Win New Avenue for Lawsuits
------------------------------------------------------------------
Tim McLaughlin, writing for Reuters, reported that victims in
Tennessee of a deadly U.S. meningitis outbreak won the right to
pursue a new avenue of litigation against healthcare facilities
and doctors there, after a ruling by a U.S. bankruptcy judge.

According to the report, Tennessee was the second hardest-hit
state, behind Michigan, in a meningitis outbreak that has injured
or killed more than 700 people nationwide. There were about 65
healthcare facilities and doctors in Tennessee on the customer
list of New England Compounding Center, which U.S. authorities
said made and shipped the fungus-tainted steroid cited in the
deadly outbreak.

U.S. Bankruptcy Judge Henry J. Boroff declared NECC insolvent,
clearing the way for meningitis victims from Tennessee to file
product-liability claims against medical providers, health clinics
and other sellers of the tainted product, the report said.

Without the insolvency declaration, meningitis victims in
Tennessee would only have been able to pursue professional or
medical negligence claims, according to Tennessee law, the report
related.

The winning motion was filed by lawyers representing Bertram
Walker Bryant Jr., a Tennessee man whose wife died from a steroid
injection she received at a medical center in Nashville, the
report said.

New England Compounding Pharmacy Inc., filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012,
after a meningitis outbreak linked to an injectable steroid,
methylprednisolone acetate ("MPA"), manufactured by NECC, killed
39 people and sickened 656 in 19 states, though no illnesses have
been reported in Massachusetts.  The Debtor owns and operates the
New England Compounding Center is located in Framingham, Mass.  In
October 2012, the company recalled all its products, not just
those associated with the outbreak.


NIELSEN HOLDINGS: Dividend Payout Increase No Impact on Ratings
---------------------------------------------------------------
Moody's Investors Service said Nielsen Holdings N.V. recently
announced it is increasing its quarterly dividend to $0.20 from
$0.16 per share and has authorization for a $500 million share
repurchase program. Despite the 25% increase in dividend payouts
to roughly $300 million per year plus likely near term funding
under the new share repurchase program, there is no immediate
impact to debt ratings (Ba3 CFR) nor the positive outlook
reflecting Moody's belief that distributions will be funded within
the Ba3 rating and debt-to-EBITDA ratios will improve due to
EBITDA growth combined with debt reduction from free cash flow.

Nielsen Holdings N.V., headquartered in Diemen, The Netherlands
and New York, NY, is a global provider of consumer information and
measurement that operates in approximately 100 countries.
Nielsen's Buy segment (61% of FY 2012 revenue) consists of two
operating units: (i) Information, which includes retail
measurement and consumer panel services; and (ii) Insights, which
provide analytical services for clients. The Watch segment (36% of
revenue) provides viewership data and analytics across television,
online and mobile devices for the media and advertising
industries. Nielsen's proposed $1.3 billion acquisition of
Arbitron announced in December 2012 remains pending. Revenue for
the 12 months ended March 2013 was roughly $5.9 billion excluding
Expositions and including Arbitron.


NORSE ENERGY: Bids for Drilling Leases Due Aug. 23
--------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Norse Energy Corp. USA will sell mineral rights under
procedures approved July 29 by the U.S. Bankruptcy Court in
Buffalo, New York.  Potential buyers must submit their offers by
Aug. 23.  A hearing to approve sales will take place Sept. 23.
One or more purchasers can buy the leases.  The secured lender
will have the ability to pay for the assets with debt rather than
cash.

                        About Norse Energy

Norse Energy Corp. ASA's U.S. subsidiary holding company, Norse
Energy Holdings, Inc., filed a voluntary petition for Chapter 11
bankruptcy protection (Bankr. W.D.N.Y. Case No. 12-13695) on
Dec. 7, 2012.

The company said financial problems were the result of a drilling
moratorium.  The New York governor issued an executive order in
December 2010 imposing a moratorium on hydraulic fracturing.

The Debtor is represented by Janet G. Burhyte, Esq., at Gross,
Shuman, Brizdle & Gilfillan, P.C., in Buffalo, New York.  Judge
Carl L. Bucki presides over the case.

The Company has a significant land position of 130,000 net acres
in New York State with certified 2C contingent resources of 951
MMBOE as of June 30, 2012.

The Debtor filed formal lists showing assets of $12.6 million and
debt totaling $36 million, almost all unsecured.


NUVILEX INC: Incurs $1.6 Million Net Loss in Fiscal 2013
--------------------------------------------------------
Nuvilex, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-K disclosing a net loss of
$1.59 million on $12,160 of product sales for the 12 months ended
April 30, 2013, as compared with a net loss of $1.89 million on
$66,558 of total revenue during the prior year.

As of April 30, 2013, the Company had $2.87 million in total
assets, $3.79 million in total liabilities, $580,000 in preferred
stock, and a $1.50 million total stockholders' deficit.

Robison, Hill & Co., in Salt Lake City, Utah, issued a "going
concern" qualification on the consolidated financial statements
for the year ended April 30, 2013.  The independent auditors noted
that the Company has suffered recurring losses from operations
which raises substantial doubt about its ability to continue as a
going concern.

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

                        http://is.gd/U8EFgI

                        About Nuvilex Inc.

Silver Spring, Md.-based Nuvilex, Inc.'s current strategy is to
focus on developing and marketing products designed to improve the
health and well-being of those who use them.


NUVILEX: Incurs $1.6-Mil. Net Loss in Fiscal 2013
-------------------------------------------------
Nuvilex, Inc., filed with the U.S. Securities and Exchange
Commission on July 29, 2013, its annual report on Form 10-K for
the fiscal year ended April 30, 2013.

Robison, Hill & Co., in Salt Lake City, Utah, expressed
substantial doubt about Nuvilex, Inc.'s ability to continue as a
going concern, citing the Company's recurring losses from
operations.

The Company reported a net loss of $1.6 million on $12.2 million
of revenue in fiscal 2013, compared with a net loss of
$1.9 million on $66,558 of revenue in fiscal 2012.

The Company's balance sheet at April 30, 2013, showed $2.9 million
in total assets, $3.8 million in total liabilities, commitments
and contingencies of $580,000, and a stockholders' deficit of
$1.5 million.

A copy of the Form 10-K is available at http://is.gd/U8EFgI

Silver Spring, Md.-based Nuvilex, Inc., a biotechnology and life
technology company, engages in the development and marketing of
scientifically derived products designed to improve the health,
consditon and well-being of those who use them.


O&G LEASING: U.S. Bank Approved as New Indenture Trustee
--------------------------------------------------------
The Bankruptcy Court, according to O&G Leasing, LLC, et al.'s case
docket, approved the appointment of U.S. Bank National Association
as new indenture trustee pursuant to the Debtors' Second Amended
Plan of Reorganization.

First Security Bank, the indenture trustee for secured notes
issued by the Debtor, stated that the Debtor's plan was confirmed
on April 22, 2013.  The Plan provided for a new trustee to be
appointed to administer the new senior debentures and the new
junior debentures that were to be issued pursuant to the confirmed
Plan.  The Plan requires the new trustee to be reasonably
acceptable to the holders of Class 2 and Class 4 Claims.

To remove any doubt concerning the acceptability of U.S. Bank as
the new trustee, First Security Bank filed a motion for the
appointment of U.S. Bank.  First Security Bank says that it is
necessary to have the new trustee approved prior to the effective
date of the Plan.

First Security Bank is represented by Stephen W. Rosenblatt, Esq.,
at Butler Snow O'mara Stevens & Cannada, PLLC; and Jim F. Spencer,
Jr., Esq., at Watkins & Eager PLLC as counsel.

                      About O&G Leasing

Jackson, Mississippi-based O&G Leasing, LLC, was formed in 2006 to
acquire and construct land drilling rigs that it would lease to
its wholy-owned subsidiary, Performance Drilling Company, LLC.
Performance was formed to provide contract drilling services for
tArkLaTex (Arkansas, Louisiana and Eastern Texas) region, as well
as Alabama, Florida, Mississippi and Oklahoma.

O&G Leasing filed for Chapter 11 bankruptcy protection (Bankr.
S.D. Miss. Case No. 10-01851) on May 21, 2010.  The Debtor
estimated $10 million to $50 million in assets and $50 million to
$100 million in debts.

Performance filed a separate petition for Chapter 11 relief
(Bankr. S.D. Miss. Case No. 10-01852) on May 21, 2010.
Performance estimated assets and debts of between $1,000,000 and
$10,000,000 in its petition.

The Debtors retained McCraney, Montagnet, Quin & Noble, PLLC as
their bankruptcy counsel and Young Williams, P.A., as corporate
counsel.  Young Williams was replaced by Bradley Arant Boult
Cummings, LLP, as corporate counsel effective March 8, 2012, but
remained engaged as special counsel on litigation matters.
BMC Group, Inc., serves as the Debtors' solicitation and voting
agent.


OMTRON USA: Assets Sold for $5.36 Million in Bankruptcy Auction
---------------------------------------------------------------
The assets of the North Carolina based Omtron USA LLC (formerly
Townsend Inc.) poultry processors have been sold for $5.36
Million.  A group led by California-based auction company Rabin
Worldwide cast the winning bid in the bankruptcy auction.  Rabin
expects to close on the property, which includes plants in
Pittsboro, Siler City and Mocksville, within the next few weeks.

"Rabin plans to sell off the various assets over the next few
months, which include land, buildings, equipment & rolling stock,"
said Michael Bank, a senior vice president with the company.

Rabin has reached an agreement to sell about 80 percent of the
equipment in the Siler City plant to Ozark Mountain Poultry, who
plan to transfer the machinery to their facility in Arkansas.
"Rabin is also actively seeking buyers for the Siler City plant
and an adjacent office building," Bank said.

As far as the Pittsboro location, the processing facilities and
all equipment in the plant will be auctioned off, as well as the
surrounding 534 acres of land which border the Chatham Park
development, a massive new business and residential park that is
planned for Pittsboro.

Bank said Rabin hopes to find a buyer for the entire Mocksville
facility, including the remaining equipment.  Also up for sale
will be two feed mills and a truck repair depot.  Rabin is
planning a public auction for October 2 & 3 to divest itself of
any remaining assets that haven't been sold.

"Unfortunately that industry has been consolidating," he said of
the poultry business, which has struggled to remain profitable in
recent years as overproduction and rising feed prices eroded
profit margins.  "There's just aren't as many processors."

Rabin Worldwide is based in San Francisco, CA.  They are an
international auctioneer and valuation specialist of industrial
plants and equipment.  With over 60 years of experience in every
sector of the industrial community, Rabin's signature business is
assuming financial positions in the liquidation and/or valuation
of complete factories and real estate.

                        About Omtron USA

Omtron USA bought poultry producer Townsends Inc. out of
bankruptcy in 2011, shut down operations in later that year,
and filed its own Chapter 11 petition (Bankr. D. Del. Case No.
12-13076) on Nov. 9, 2012, in Delaware.  On Dec. 21, 2012, the
Delaware Court entered its order granting the transfer of the
Debtor's case to U.S. Bankruptcy Court for the Middle District of
North Carolina, under Case No. 12-81931.

John H. Strock, III, Esq., at Fox Rothschild LLP, in Wilmington,
Delaware, serves as counsel to the Debtor.  Duff & Phelps
Securities LLC serves as investment banker, Upshot Services LLC as
its claims and noticing agent.  The Debtor listed $40,633,406 in
assets and $4,518,756 and liabilities.

Omtron paid $24.9 million in February 2011 for the North Carolina
operations belonging to Townsends Inc.

The three-member Official Committee of Unsecured Creditors tapped
to retain Lowenstein Sandler LLP and Womble Carlyle Sandridge &
Rice, LLP, as its counsel and CohnReznick, LLP, as its financial
advisor.


ONCURE HOLDINGS: Aug. 14 Hearing on Adequacy of Plan Outline
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on Aug. 21, 2013, at 10:30 a.m. to consider the
adequacy of the Disclosure Statement explaining the Joint Plan of
Reorganization of OnCure Holdings, Inc.

According to the Disclosure Statement, the Plan dated July 17,
2013, contemplates certain transactions, including, without
limitation, the following transactions:

   -- pursuant to an investment agreement dated June 22, 2013,
Radiation Therapy Services, Inc. agreed to (1) buy 100% of the
shares of Reorganized HoldCo upon the Effective Date of the Plan
and (2) pay $42,500,000 in cash, subject to certain adjustments,
and to guarantee $82,500,000 of the Amended Secured Notes. As of
July 17, 2013, the Investment Agreement remains subject to the
approval of the Bankruptcy Court and to higher or otherwise better
bids pursuant to the Bidding Procedures Order;

   -- the DIP Facility Claims will be satisfied in full in cash on
the Effective Date;

   -- the Prepetition Term Loan Claims will be satisfied in full
on the Effective Date, to the extent not previously paid in full
pursuant to the DIP Facility Orders;

   -- the principal amount of the Prepetition Secured Notes will
be reduced on a pro rata basis to $82,500,000 and the Prepetition
Secured Notes Indenture and the Prepetition Secured Notes will be
amended in their entirety as set forth in the Amended Secured
Notes Indenture and the Amended Secured Notes, respectively; and

   -- the Holders of General Unsecured Claims and Old HoldCo
Interests will not receive any recovery under the Plan.

The Plan is predicated upon entry of an order substantively
consolidating the estates of HoldCo and each HoldCo Subsidiary
solely for the limited purposes of voting and confirmation under
the Plan.

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

                       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.

Roberta A. DeAngelis, U.S. Trustee for Region 3 notified the Court
that she was unable to appoint an official committee of unsecured
creditors due to insufficient response from creditors.


ONCURE HOLDINGS: U.S. Trustee Unable to Appoint Creditors Panel
---------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the
Bankruptcy Court that she was unable to appoint an official
committee of unsecured creditors in the Chapter 11 cases of OnCure
Holdings, Inc., et al., due to insufficient response from the
unsecured creditors.

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.


ONCURE HOLDINGS: Ernst & Young Approved as Audit and Tax Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court authorized OnCure Holdings, Inc. et al.,
to employ Ernst & Young LLP as audit and tax advisor.

As reported in the Troubled Company Reporter on July 19, 2013,
Bradford C. Burkett attests that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

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

   a. auditing and reporting on the consolidated financial
      statements of OnCure Holdings, Inc. for the year ended
      Dec. 31, 2013;

   b. reviewing the Company's unaudited interim financial
      information for the quarterly periods ending June 30, 2013
      and September 30, 2013; and

   c. performing such other audit related services as are more
      fully described in Exhibit A to the Audit Engagement Letter.

Pursuant to the terms and conditions of the Audit Engagement
Agreement, EY LLP intends to charge for the Audit Services as
follows:

   a. For the 2013 Financial Statement Audit Services, a fixed
      fee of $330,000, billed in monthly installments of $41,250
      beginning in August 2013;

   b. For the Quarterly Review Services, a fixed fee of $70,000,
      billed in two $35,000 installments on July 15, 2013 and
      October 15, 2013; and

   c. For the Audit Related Services, the following agreed and
      discounted hourly rates:

          Title             Rate Per Hour
          -----             -------------
          Partner                $635
          Senior Manager         $530
          Manager                $485
          Senior                 $395
          Staff                  $263

                       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.

Roberta A. DeAngelis, U.S. Trustee for Region 3 notified the Court
that she was unable to appoint an official committee of unsecured
creditors due to insufficient response from creditors.


ONCURE HOLDINGS: Gets Approval to Hire Bankruptcy Professionals
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
OnCure Holdings, Inc., et al., to employ:

   1. Latham & Watkins LLP as bankruptcy co-counsel;

   2. Richards, Layton & Finger, P.A. as co-counsel;

   3. Jefferies LLC as financial advisor and investment banker;
      and

   4. Kurtzman Carson Consultants LLC as administrative advisor
      and claims and noticing agent.

OnCure Holdings filed papers with the U.S. Bankruptcy Court to
employ:

   -- Latham & Watkins (Contact: Paul E. Harner) as bankruptcy
      co-counsel at the following hourly rates: associate at $315
      to $1,055, counsel at $720 to $1,210, partner at $725 to
      $1,380, paraprofessional at $170 to $705;

   -- Richards, Layton & Finger (Contact: Daniel J. DeFranceschi)
      as co-counsel at the following hourly rates: Daniel J.
      DeFranceschi at $700, Paul N. Heath at $600, Zachary I.
      Shapiro at $425, Tyler D. Semmelman at $375 and William A.
      Romanowicz at $250;

   -- Jefferies (Contact: Richard S. Klein) as financial advisor
      and investment banker for a cash fee of up to $125,000 per
      month; and

   -- Kurtzman Carson Consultants (Contact: Evan Gershbein) as
      claims and noticing agent and administrative advisor at the
      following discounted hourly rates: senior managing
      consultant at $206.50, senior consultant at $157.50 to
      $192.50, consultant at $87.50 to $140.00, technology/
      programming consultant at $70 to $140, project specialist
      at $56 to $98 and clerical at $28 to $42.

                       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.

Roberta A. DeAngelis, U.S. Trustee for Region 3 notified the Court
that she was unable to appoint an official committee of unsecured
creditors due to insufficient response from creditors.


ONE2ONE COMMS: Equitable Mootness Doesn't Violate Constitution
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a federal district judge in New Jersey rejected the
argument that dismissing an appeal from a decision by a bankruptcy
court under the doctrine of equitable mootness violates the U.S.
Constitution.

According to the report, U.S. District Judge Jose L. Linares in
Newark heard an appeal from a bankruptcy court's confirmation
order approving a Chapter 11 plan.  The major creditor appealed
and was denied a stay pending appeal.  The plan was implemented,
with creditors receiving distributions and the third-party plan
sponsor receiving ownership of the business.  The reorganized
company asked Judge Linares to dismiss the appeal on the ground of
equitable mootness.

The report notes that in a July 24 opinion that won't be
officially reported, Judge Linares rejected the creditor's
argument that Article III of the Constitution means a district
court can't refuse to review a bankruptcy appeal.  Noting that all
12 federal circuit courts have adopted equitable mootness in the
bankruptcy context, Judge Linares declined to find "the doctrine
of equitable mootness unconstitutional."

The report discloses that Judge Linares interpreted cases from the
U.S. Court of Appeals in Philadelphia as not limiting the doctrine
to large and complex Chapter 11 cases.  Instead, the relevant
inquiry focuses on the complexity of the plan and whether relief
can be granted without harming third parties.

The case is Quad/Graphics Inc. v. One2One Communications
LLC (In re One2One Communications LLC), 13-1675, U.S. District
Court, District of New Jersey (Newark).

One2One Communications, LLC, filed a Chapter 11 petition (Bankr.
D.N.J. Case No. 12-27311) on July 10, 2012.  The Debtor tapped
Richard D. Trenk, Esq., at Trenk, Dipasquale, Della Fera & Sodono,
P.C., as counsel.  The Debtor disclosed $354,088 in assets and
$13,687,311 in liabilities.


ORMET CORP: PUCO Denies Request for Emergency Relief; Hearing Set
-----------------------------------------------------------------
On July 31, the Public Utilities Commission of Ohio (PUCO) denied
the timing of Ormet's request for relief from the current power
rate with Ohio Power and affirmed the matter has been set for
formal hearing on August 27, 2013.  Ormet was forced to file for
bankruptcy on February 25, 2013 due to low metal prices and
exceedingly high power costs.  The Ohio Power industrial rate
which establishes the base rate for Ormet to procure power has
increased from $39.66 per MWh when the Unique Arrangement was
established in 2009 to $62.83/MWh in June an increase of some 58%.
The Unique Arrangement was created as an incentive to maintain and
create jobs, which Ormet has successfully done to date.  In 2013
these rate increases will virtually eliminate the benefits
provided by the Unique Arrangement.

Ormet submitted a motion on July 31 requesting deferral of the
power bills that would be paid in August and September to provide
the necessary liquidity to continue to operate its Hannibal Ohio
facility while allowing time for the PUCO to conduct a full
hearing on Ormet's requested relief.

"We at Ormet were terribly disappointed [Wednes]day by the denial
of the timing of our request for Emergency Relief by the Public
Utilities Commission.  The consequence of this decision is Ormet
must immediately begin the shutdown of half of our existing
operations to conserve cash.  I want to thank the USW, Ormet
employees and the people of Ohio for their support current and
past.  In the current metal pricing environment, Ormet simply
cannot overcome the massive increase in the Ohio Power electric
rates experienced over the past several years.  Ormet must receive
the relief requested to continue operations and build a future for
our employees and community," said Mike Tanchuk, Chief Executive
Officer and President of Ormet Corporation.

                         About Ormet Corp.

Aluminum producer Ormet Corporation, along with affiliates, filed
for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on
Feb. 25, 2013, with a deal to sell the business to a portfolio
company owned by private investment funds managed by Wayzata
Investment Partners LLC.

Headquartered in Wheeling, West Virginia, Ormet --
http://www.ormet.com/-- is a fully integrated aluminum
manufacturer, providing primary metal, extrusion and thixotropic
billet, foil and flat rolled sheet and other products.

Ormet disclosed assets of $406.8 million and liabilities totaling
$416 million.  Secured debt of about $180 million includes $139.5
million on a secured term loan and $39.3 million on a revolving
credit.

Attorneys at Dinsmore & Shohl LLP and Morris, Nichols, Arsht &
Tunnell LLP serve as counsel to the Debtors.  Kurtzman Carson
Consultants is the claims and notice agent.  Evercore's Lloyd
Sprung and Paul Billyard serve as investment bankers to the
Debtor.


OVERSEAS SHIPHOLDING: Capital Product Gains From Sale of Claims
---------------------------------------------------------------
Capital Product Partners L.P. on July 31 released its financial
results for the second quarter ended June 30, 2013.

The Partnership disclosed that its net income for the quarter
ended June 30, 2013, was $39.3 million, including a $32.0 million
gain related to the sale to a third party of the Partnership's
claims against Overseas Shipholding Group Inc. and certain of
OSG's subsidiaries.  The claims relate to the bankruptcy of OSG
and the rejection by OSG of three long term bareboat charters of
the Partnership's product tanker vessels.

                           OSG Claim

On November 14, 2012, OSG and certain of its subsidiaries made a
voluntary filing for relief under Chapter 11 of the U.S.
Bankruptcy Code in the U.S. Bankruptcy Court for the District of
Delaware.  The Partnership had three IMO II/III Chemical/Product
tankers (M/T Alexandros II, M/T Aristotelis II and M/T Aris II,
all built in 2008 by STX Offshore & Shipbuilding Co. Ltd.)
employed on long term bareboat charters to subsidiaries of OSG.

After discussions with OSG, the Partnership agreed to enter into
new charters with OSG on substantially the same terms as the prior
charters, but at a bareboat rate of $6,250 per day.  The new
charters were approved by the Bankruptcy Court on March 21, 2013,
and were effective as of March 1, 2013.  On the same date, the
Bankruptcy Court also rejected the previous charters as of March
1, 2013. Rejection of each charter constitutes a material breach
of such charter.

On May 24, 2013, the Partnership filed claims for a total of $54.1
million against each of the charterers and their respective
guarantors for damages resulting from the rejection of each of the
previous charters, including, among other things, for the
difference between the reduced amount of the new charters and the
amount due under each of the rejected charters.

The Partnership has since transferred to Deutsche Bank Securities
Inc. all of its rights, title, interest, claims and causes of
action in and to, or arising under or in connection with, the
Claims pursuant to three separate Assignment of Claim Agreements,
dated as of June 24, 2013, and effective as of June 26, 2013.  The
total proceeds to be received by the Partnership from the sale of
claims to Deutsche Bank, a substantial part of which has been
already paid, is dependent on the actual claim amount allowed by
the Bankruptcy Court -- the Partnership may be required to refund
a portion of the purchase price (up to a maximum of $9 million) or
may receive an additional payment from Deutsche Bank. In
connection with the Assignment Agreements, on July 2, 2013,
Deutsche Bank filed with the Bankruptcy Court six separate
Evidences of Transfer of Claim, each pertaining to the
Partnership's vessel-owning subsidiaries' claims against each
charterer party to the original three charter agreements and each
respective guarantor thereof.

The disclosure was made in the Capital Product Partners L.P.'s
earnings release for financial results for the second quarter
ended June 30, 2013, a copy of which is available for free at:

                     http://is.gd/M9pdP9

               About Capital Product Partners L.P.

Capital Product Partners L.P. -- http://www.capitalpplp.com-- is
a Marshall Islands master limited partnership, is an international
diversified shipping company.  The Partnership currently owns 27
vessels, including four Suezmax crude oil tankers, 18 modern MR
(Medium Range) product tankers, four post panamax container
vessels and one Capesize bulk carrier.  All of its vessels are
under period charters to large charterers such as BP Shipping
Limited, subsidiaries of OSG, Petrobras, A.P. Moller-Maersk A.S,
Hyundai Merchant Marine Co. Ltd., Arrendadora Ocean Mexicana, S.A.
de C.V., Subtec S.A. de C.V., Cosco Bulk Carrier Co. Ltd. and
Capital Maritime & Trading Corp.


PINNACLE ENTERTAINMENT: Fitch Rates New $800MM Unsecured Notes BB-
------------------------------------------------------------------
Fitch Ratings rates Pinnacle Entertainment, Inc.'s $800 million in
new senior unsecured notes 'BB-/RR3' and its $2.6 billion senior
secured credit facility 'BB+/RR1'.

On July 16, 2013, Fitch upgraded Pinnacle's Issuer Default Ratings
(IDR) to 'B+' from 'B' and indicated its expected ratings for
Pinnacle's financing of the Ameristar Casinos, Inc. (Ameristar)
acquisition. Fitch also released a report yesterday discussing its
views regarding major considerations surrounding the acquisition
financing.

The ratings noted above are consistent with Fitch's expected
ratings assigned on July 16. A full list of rating actions is
provided at the end of this release. The July 29 report and July
16 rating comment can be accessed at 'www.fitchratings.com'.

Key Rating Drivers

The only change in the acquisition financing terms relative to
Fitch's expectations since the July 16 rating actions is the
insertion of a three-year tranche into the term loans. The $2.6
billion credit facility now consists of a $1 billion revolver due
2018 and $1.6 billion in term loans (TLs), which includes a $500
million three-year tranche due 2016 and a $1.1 billion seven-year
tranche due 2020.

Fitch views this structural change as credit neutral with respect
to Pinnacle's 'B+' IDR. The new tranche becomes Pinnacle's
earliest debt maturity in the pro forma capital structure.
However, its maturity profile remains attractive, and improved
pricing will reduce pro forma interest costs.

Fitch views the pending sale of the Lake Charles project and the
successful covenant amendment/waiver consent from Ameristar
noteholders favorably. On a stand-alone basis, Pinnacle was on
track for an upgrade to 'B+' earlier this year, but the upgrade
was delayed due to the additional leverage expected from the
Ameristar acquisition. The timing of Fitch's July 16 upgrade was
supported by the lower pro forma leverage from the asset sales and
the combined restricted groups.

The sale of the Lake Charles project also reduces Pinnacle's
exposure to gaming legalization in Texas, although we do not think
this is a near-term risk. Fitch believes Landry's, Inc.
(Landry's), based in Houston, TX, being the buyer of the Lake
Charles project is a positive consideration with respect to the
Texas legalization risk. Landry's operates more than 100
restaurants in South Texas and would have an incentive to oppose
gaming legalization in the state after acquiring the Lake Charles
project.

Improved Business Risk and FCF Profile

Pinnacle's business risk profile improves as a result of the
Ameristar acquisition. Specifically, the merged company will be
significantly more diversified with casino operations in 12
distinct markets and seven jurisdictions. No market will account
for more than 21% of the company's pro forma property EBITDA. This
compares to Pinnacle's current concentrations in Lake Charles, LA
and St. Louis markets which account for 37% and 32% of the total
EBITDA, respectively.

Pinnacle's FCF profile also improves materially as a result of the
Ameristar acquisition and the wind-down of Pinnacle's development
pipeline, which will be accelerated with the sale of Ameristar's
Lake Charles project. Fitch forecasts run-rate FCF pro forma for
the acquisition at around $300 million or $240 million once
Pinnacle exhausts its net operating losses (NOLs) and becomes a
federal tax payer around 2016.

Greater Financial Risk

The improvement in the operating profile along with a healthy pro
forma FCF profile largely offset Fitch's concern over the expected
increase in Pinnacle's leverage pro forma for the acquisition
financing. Fitch calculates Pinnacle's leverage pro forma for the
acquisition roughly in the 6.35x-6.5x range, up from 5.1x as of
June 30, 2013. The pro forma range takes into account conservative
assumptions regarding the sale of Lumiere, acquisition synergies
and a full year of L'Auberge Baton Rouge operations.

The pro forma leverage range is slightly high relative to
Pinnacle's 'B+' IDR; however, Fitch expects Pinnacle to use its
FCF to paydown debt and leverage to decline close to or below 6.0x
by the end of 2014. Fitch forecasts leverage to decline to the
mid-5x range by year-end 2015 and the low-5x range by year-end
2016. Pinnacle's publicly stated target leverage range has been
3.5x-5.0x. More recently the company has expressed a longer-term
goal of getting to below 4x.

Pinnacle will start generating substantial FCF as the company's
development pipeline begins to wind-down. With the Lake Charles
development being sold, Pinnacle's last project will be the VLT
facility at River Downs, which will be complete by first-half
2014. Fitch expects the new credit facility to have a 50% excess
cash flow sweep provision and the company has publicly stated its
intention to use cash flow to deleverage its balance sheet.

EBITDA Forecast

Fitch built a fair degree of conservatism into its EBITDA and FCF
projections to account for variability related to general weakness
in the regional gaming markets as well as new competition in Lake
Charles, Bossier City and southern Indiana markets. Fitch's base
case projection estimates that the combined company's same-store
EBITDA will grow at a compounded growth rate of negative 2.9% from
2013 to 2016.

Specifically, Fitch makes the following assumptions:

-- Belterra's EBITDA will decline roughly 30% cumulatively through
   mid-2015 due to cannibalization from Horseshoe Cincinnati and
   River Downs;

-- L'Auberge Lake Charles' EBITDA will decline 25% in 2015;

-- Boomtown Bossier City's EBITDA will decline about 17%
   cumulatively between mid-2013 and mid-2014.

These declines will be partially offset by the opening of River
Downs in first-half 2014, further ramp up at Baton Rouge and
Fitch's expectation of low-single digit EBITDA growth at the
properties not being impacted by new competition.

Fitch's base case EBITDA forecast for River Downs is $35 million
relative to the Scioto Downs in Columbus, OH, which is generating
approximately $45 million - $50 million in EBITDA but operates in
a less saturated market.

Liquidity

Pinnacle will have a healthy pro forma liquidity profile. Fitch
estimates that Pinnacle will have approximately $580 million
available on its $1 billion revolver after accounting for about
$10 million in outstanding letters of credit and $410 million
drawn at closing. The $410 million draw estimate takes into
account debt outstanding at Pinnacle and Ameristar as of June 30,
2013; $1.15 billion in acquisition consideration and transaction
fee payments; and plans to issue a $1.6 billion term loan and $800
million in new unsecured notes ($446 million used to refinance
existing notes).

After the acquisition closes, Pinnacle may draw on its revolver to
fund Ameristar's Lake Charles project prior to the project's sale
closing. The revolver might also be used for the completion of
River City phase II and the construction of River Downs, although
the combined company's FCF should be able to cover the associated
costs.

Pro forma for the refinancing of Pinnacle's 8.625% senior notes
maturing 2017, the earliest maturity will be 2016 when the new TL
tranche becomes due. The discretionary FCF is expected to remain
well above $200 million. The last project in Pinnacle's
development pipeline is River Downs, which will be complete in the
second quarter of 2014. Pinnacle has another $186 million to spend
on River Downs as of June 30, 2013.

Fitch has assigned the following ratings

-- Pinnacle's new $2.6 billion senior credit facility 'BB+/RR1';
-- Pinnacle's proposed $800 million senior unsecured notes
   'BB-   /RR3';
-- Ameristar's existing 7.5% senior unsecured notes being assumed
   by Pinnacle once the acquisition closes 'BB-/RR3'.

Fitch's existing ratings for Pinnacle are as follows:

-- Issuer Default Rating 'B+';
-- Pre-acquisition senior secured credit facility 'BB+/RR1';
-- Legacy senior unsecured notes 'BB-/RR3';
-- Legacy subordinated unsecured notes 'B-/RR6'.

The Rating Outlook is Stable.

Transaction Ratings

The 'RR1' on the senior secured credit facility, 'RR3' on the
unsecured notes, and 'RR6' on the subordinated notes correspond to
ranges for Fitch's recovery expectations in an event of default
for the respective tranches of 91%-100%, 51%-70%, and 0%-10%.

Fitch still expects full recovery for the secured lenders, but
with less cushion relative to the pre-acquisition capital
structure. Fitch calculates the recovery for the senior unsecured
noteholders at the low end of the 51%-70% range. However, Fitch
expects the senior unsecured tranche recovery prospects to improve
relatively quickly as Pinnacle uses FCF to pay down its secured
debt. Pinnacle stated that it intends to use FCF to pay down debt,
and Fitch expects that the new credit facility will have a 50%
excess cash flow sweep provision.

Aside from the cash flow sweep, Fitch expects the new credit
facility to have typical asset sale provisions, which would
require Pinnacle to either pay down its credit facility or
reinvest the proceeds. This provision is also included in the 7.5%
Ameristar senior notes being assumed by Pinnacle. Ameristar notes
also have a 3.5x EBITDA limitation on secured debt issuance.
Pinnacle's legacy subordinated note covenants pertaining to senior
debt issuance will be made obsolete with the planned transactions
since there are carveouts for acquisition-related financings.

Rating Sensitivities

At the current 'B+' IDR and with leverage initially above 6x,
Fitch expects no further positive rating actions for Pinnacle in
the near term. However, with the increase in size and
diversification that will result from the Ameristar acquisition,
Pinnacle's operating profile can support a 'BB' category IDR at or
below 5x leverage. Fitch expects Pinnacle to reach or get close to
5x leverage within a two- to three-year timeframe.

The 'B+' IDR takes into account Fitch's expectation that Pinnacle
will be able to get to or below 6x leverage quickly or
approximately within one year of the acquisition closing. Leverage
persisting above 6.0x for a longer period of time due to operating
deterioration, additional debt incurrence to acquire assets or an
undertaking a major new development may put pressure on the 'B+'
IDR, likely in the form an Outlook revision to Negative.


PINNACLE ENTERTAINMENT: S&P Rates $800MM Sr. Notes Due 2021 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned Las Vegas-based
Pinnacle Entertainment Inc.'s proposed $800 million senior notes
due 2021 its 'B+' issue-level rating (one notch lower than S&P's
'BB-' issuer credit rating on Pinnacle), with a recovery rating of
'5', indicating S&P's expectation for modest (10% to 30%) recovery
for lenders in the event of a payment default.  The company will
issue the notes (and S&P will initially rate the notes) under the
borrower PNK Finance Corp.  Upon consummation of the planned
acquisition of Ameristar Casinos Inc., Pinnacle will become the
obligor of the notes and will be the rated issuer, as PNK Finance
Corp. will merge with and into Pinnacle.

The company plans to use proceeds from the senior unsecured notes
issuance, in conjunction with a $2.6 billion senior secured credit
facility, to finance the aggregate cash consideration for its
pending acquisition of Ameristar, to refinance its existing credit
facilities and redeem its existing 8.625% senior notes due 2017,
to pay transaction fees and expenses, and to provide working
capital and funds for general corporate purposes after the
acquisition.  The company expects to complete the acquisition in
the third quarter of 2013, subject to receiving required gaming
regulatory approvals and reaching a definitive agreement with the
FTC on a consent order.

On July 16, 2013, S&P affirmed its 'BB-' corporate credit rating
on Pinnacle following the announcement of the company's financing
transactions for the acquisition.  The rating affirmation reflects
S&P's view that Pinnacle will be able to improve leverage to under
6x by 2014 through the use of asset sale proceeds from Lumiere
Place and Ameristar Lake Charles and free operating cash flow to
repay debt.  The planned divestiture of the partially completed
Ameristar Lake Charles development substantially reduces the
amount of capital expenditures next year, which will meaningfully
improve the company's free operating cash flow generation
available for debt repayment in 2014.

In 2014, S&P expects that combined revenue will decline in the
low-single-digit percentage area, largely as a result of
divestitures, and EBITDA will improve in the low-single-digit
percentage area, largely as a result of cost synergies.  S&P's
2014 operating performance expectations incorporate the planned
sale of Lumiere Place in St. Louis, the opening of River Downs in
Ohio, a continued ramp up in operating performance at L'Auberge
Baton Rouge, and the impact of new competition on both the
company's Belterra property in Indiana and in the Lake Charles
market, where Pinnacle will retain a casino.  S&P's assumption is
that revenue and EBITDA grows in the single-digit percentage area
in 2015 compared with 2014. Our performance expectations also take
into account S&P's economists' expectations for U.S. GDP to
increase about 3% in 2014 and 3% in 2015, and for consumer
spending to grow 2.8% in 2014 and 2.2% in 2015.

S&P has factored in an expectation that Pinnacle is able to
achieve between $30 million and $35 million of synergies in 2014,
zargely expense reductions.  S&P has assumed that Pinnacle
receives at least $500 million in aggregate asset sale proceeds
from divestitures and repays debt, and S&P expects the company
will use free operating cash flow averaging about $250 million in
2014 and 2015 for debt repayment.  As a result, S&P expects
leverage to improve to below 6x in 2014 and to 5.5x in 2015, and
S&P expects coverage to be in the mid- to high-2x area through
2015.

RATINGS LIST

Pinnacle Entertainment Inc.
Corporate Credit Rating            BB-/Stable/--

New Rating

PNK Finance Corp
$800M sr nts due 2021              B+
   Recovery Rating                  5


POWERWAVE TECHNOLOGIES: Secured Lender Buys Remaining Properties
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the trustee for Powerwave Technologies Inc. was
authorized by the bankruptcy court July 30 to sell the remaining
intellectual property and product information to secured creditor
P-Wave Holdings LLC in exchange for $1.5 million in debt.

According to the report, in May Powerwave sold most of the assets
to three different buyers for a total of $16.8 million.  The case
was then converted to a liquidation in Chapter 7, with Charles
Stanziale as trustee.  P-Wave previously purchased the patent
portfolio, accounts receivable and intangible assets in exchange
for $10.25 million in secured debt.  The official creditors'
committee negotiated a settlement with P-Wave where $1.35 million
from $2.4 million cash on hand went to the lender and $1.05 to
Stanziale as trustee.

The report notes that the remaining cash was earmarked for
Stanziale to pay costs of the liquidation, including $150,000
carved out for a trust exclusively for unsecured creditors.  There
was $250,000 to fund lawsuits, accompanied by agreement on how
collections will be shared among the lender and other creditors.

The report relates that the carved-out funds include $650,000
exclusively for bankruptcy costs.

                   About Powerwave Technologies

Powerwave Technologies Inc. (NASDAQ: PWAV) filed for Chapter 11
bankruptcy (Bankr. D. Del. Case No. 13-10134) on Jan. 28, 2013.

Powerwave Technologies, headquartered in Santa Ana, Cal., is a
global supplier of end-to-end wireless solutions for wireless
communications networks.  The Company has historically sold the
majority of its product solutions to the commercial wireless
infrastructure industry.

The Company's balance sheet at Sept. 30, 2012, showed $213.45
million in total assets, $396.05 million in total liabilities and
a $182.59 million total shareholders' deficit.

Aside from a $35 million secured debt to P-Wave Holdings LLC, the
Debtor owes $150 million in principal under 3.875% convertible
subordinated notes and $106 million in principal under 2.5%
convertible senior subordinated notes where Deutsche Bank Trust
Company Americas is the indenture trustee.  In addition, as of the
Petition Date, the Debtor estimates that between $15 and $25
million is outstanding to its vendors.

The Debtor is represented by attorneys at Proskauer Rose LLP and
Potter Anderson & Corroon LLP.

Prepetition secured lender, P-Wave Holdings LLC, is represented by
Martin A. Sosland, Esq., and Joseph H. Smolinsky, Esq., at Weil
Gotshal & Manges LLP; and Mark D. Collins, Esq., and John H.
Knight, Esq., at Richards Layton & Finger.

The Official Committee of Unsecured Creditors retained Sidley
Austin LLP; Young Conaway Stargatt & Taylor LLP; and Zolfo Cooper,
LLC.

The Debtor's patent portfolio, accounts receivable, and intangible
assets were purchased by secured lender P-Wave Holdings LLC in
exchange for $10.25 million in secured debt.  A consortium of
Counsel RB Capital LLC, The Branford Group and Maynards Industries
bought the machinery and equipment for $6.6 million.   Teak
Capital Partners Ltd. bought affiliate Powerwave Technologies
(Thailand) Ltd. for $50,000.


PROASSURANCE CORP: Moody's Rates Preferred Stock '(P)Ba1'
---------------------------------------------------------
Moody's Investors Service has assigned provisional ratings (senior
unsecured shelf (P)Baa2 and preferred stock shelf at (P)Ba1) to
ProAssurance Corporation's (NYSE: PRA) shelf registration. The
shelf replaces the company's previous shelf registration, which
expired in May 2013. The outlook for the ratings is stable.

Ratings Rationale:

According to Moody's, ProAssurance's ratings reflect the company's
sustained solid financial fundamentals, including strong operating
profitability and a disciplined approach to claims handling, its
modest underwriting and operational leverage profile, robust
reserve position, and conservative use of financial leverage. The
ratings also consider the company's continued track record and
solid competitive market position as a specialist underwriter of
medical professional liability (MPL) insurance in the US. These
strengths are tempered by the company's well above-average product
risk and lack of product diversification as essentially a mono-
line MPL writer, as well as execution and integration risks
associated with frequent acquisitions. As a result of the
competitive dynamics, industry profitability has been under
pressure in recent years due to declining prices, increasing
accident year loss ratios, and lower investment yields given the
low interest rate environment.

Factors that could lead to an upgrade for ProAssurance and its
principal operating subsidiaries include the following: continued
strength of the MPL franchise through the underwriting cycle;
increased product diversification through measured growth;
sustained modest financial leverage profile (e.g. below 10%),
combined with very strong capital adequacy (e.g. gross
underwriting leverage at 1.0x or below) and solid reserve
position; and sustained interest and shareholder dividend coverage
in excess of 8x. Notwithstanding these benchmarks, Moody's expects
that the potential for upward rating movement for ProAssurance
will likely remain largely constrained by the company's
fundamentally mono-line status, given the intrinsic volatility of
the MPL line of business.

Factors that could lead to a downgrade include the following:
material negative developments in the MPL environment or
legislation that could reduce franchise strength and/or elevate
operational risk; a sizable expansion into a product or
geographical area outside of the company's core strengths;
sustained adjusted financial leverage in excess of 20%, together
with earnings and cash-flow coverage of interest expense below 6x
and 5x, respectively; a significant or sustained increase in
combined ratios; and gross underwriting leverage at 2x or greater.

The spread between ProAssurance's provisional senior debt rating
of (P)Baa2 and the A2 insurance financial strength ratings of
ProAssurance Indemnity Company and its rated property/casualty
affiliates is three notches, which is consistent with Moody's
typical notching practices for US insurance holding company
structures.

The following ratings have been assigned with a stable outlook:

  ProAssurance Corporation -- provisional senior unsecured debt
  at (P)Baa2; provisional preferred stock at (P)Ba1.

The principal methodology used in this rating was Moody's Global
Rating Methodology for Property and Casualty Insurers published in
May 2010.

ProAssurance Corporation, based in Birmingham, Alabama and founded
in 1976, is engaged through its subsidiaries primarily in
underwriting professional liability insurance products to
physicians, dentists, other healthcare providers, and healthcare
facilities in the United States. For the first quarter of 2013,
ProAssurance reported net premiums earned of $135 million and net
income of $113 million. Shareholders' equity was $2.4 billion as
of March 31, 2013.


PVL HOLDINGS: Chapter 11 Case Terminated
----------------------------------------
The U.S. Bankruptcy Court for the District of Nevada, according to
PVL Holdings LLC's case docket, entered on July 9, 2013, an order
terminating the Chapter 11 case of the Debtor.

On June 27, the Court granted the Debtor's motion to dismiss its
case.  In this relation, the Court gave notified parties-in-
interests that all pending hearings are vacated.

The Debtor, in its motion, stated that it has entered into certain
agreements with its only creditor in exchange for certain
releases.   The Debtor believes that its negotiated arrangement
with its creditor has eliminated the need for the protections
afforded the Debtor under the Chapter 11 of the Bankruptcy Code.

                      About PVL-Holdings, LLC

PVL-Holdings, LLC, filed a Chapter 11 petition (Bankr. D. Nev.
Case No. 13-12464) in Las Vegas, on March 26, 2013.  Matthew L.
Johnson & Associates, P.C., in Las Vegas, served as counsel to the
Debtor.

Proofs of claim are due July 31, 2013.  No committee of unsecured
creditors was appointed in the case.

The Debtor's case was reassigned to Judge Mike K. Nakagawa.


RCN TELECOM: S&P Rates $200MM Senior Unsecured Notes 'CCC+'
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'CCC+' issue-level
rating to $200 million of senior unsecured notes due 2020 to be
privately placed by cable operator RCN Telecom Services LLC and
co-issuer subsidiary RCN Capital Corp. to fund a special dividend.
The recovery rating on this debt is '6', indicating S&P's
expectation of negligible (0% to 10%) recovery in a payment
default.  These notes replace the earlier-contemplated
$200 million senior unsecured notes that S&P rated on May 28,
2013, but were not sold.  S&P is withdrawing its 'CCC+' rating and
'6' recovery rating on that issue.  Other ratings, including the
'B' corporate credit rating, and the stable outlook are not
affected by the new notes.

S&P views RCN Telecom's business risk profile as "fair" reflecting
the improved operating trends that began in 2012 along with
favorable cable industry characteristics including revenue
visibility from a largely subscription-based business model.  The
significant bandwidth of RCN's hybrid fiber optic/coaxial cable
plant positions the company to meet foreseeable demand for high
speed data (HSD), video, and other broadband services.
Nevertheless, heightened competition in RCN's majority overbuild
cable markets (meaning the presence of two cable operators) and a
lack of scale economies combine to depress the EBITDA margin and
temper the business risk profile.

S&P's assessment of a "highly leveraged' financial risk profile
incorporates its view that RCN's private-equity owner will
tolerate substantial debt to fund continuing returns of capital.
Debt leverage, pro forma for the $200 million of unsecured notes
will increase to about 6x from what would have been about 5x in
2013 without this dividend recapitalization.  The stable outlook
incorporates cable's characteristically good visibly on revenue
and capital expenditures but also recognizes that prospects for an
upgrade are negligible given S&P's view of a very aggressive
financial policy.

RATINGS LIST

RCN Telecom Services LLC
Corporate Credit Rating        B/Stable/--

Rating Withdrawn
                                To          From
RCN Telecom Services LLC/RCN Capital Corp.
Senior Unsecured
  US$200 mil. nts due 2021      N.R.        CCC+
   Recovery Rating              N.R.        6

New Rating

RCN Telecom Services LLC/RCN Capital Corp.
Senior Unsecured
  US$200 mil. nts due 2020      CCC+
   Recovery Rating              6


REALOGY GROUP: Moody's Hikes CFR to 'B2' on Strong Performance
--------------------------------------------------------------
Moody's Investors Service upgraded the debt ratings of Realogy
Group LLC. The Corporate Family rating and Probability of Default
rating were upgraded to B2 and B2-PD from B3 and B3-PD,
respectively. Senior secured 1st Lien instrument ratings were
raised to Ba3 from B1, senior secured 1.5 lien instrument ratings
were lifted to B3 from Caa1 and the senior unsecured instrument
rating was upgraded to Caa1 from Caa2. The Speculative Grade
Liquidity rating was affirmed at SGL-2. The ratings outlook was
revised to stable from positive.

Ratings Rationale:

The upgrade to B2 CFR is driven by expectations for ongoing strong
financial performance, supported by Realogy's recently-concluded
debt and equity financing activities and a continuing recovery in
the US existing home sale market. Debt to EBITDA (all financial
metrics reflect Moody's standard adjustments) should decline to
about 5.75 times within the next 12 to 18 months. Financial
leverage declines will be driven by EBITDA growth. Free cash flow
and interest coverage metrics will be solid for the B2 rating. The
residential real estate brokerage market remains volatile and
cyclical, and Realogy's owned brokerages have a high degree of
fixed operating costs. A high proportion of its profits reflect
home sale market activity as opposed to less-transactional
franchise fees. These business risks lead Moody's to require
Realogy to maintain stronger than median B2 financial metrics.
Further de-leveraging through debt reduction will be limited until
2015 when additional debt retirement or refinancing becomes
economically feasible. Liquidity is considered good.

The stable ratings outlook reflects Moody's expectations for
continuing revenue and EBITDA growth, albeit at a lower growth
rate in 2014. While Moody's expects steady revenue and profit
improvements, Moody's notes that the fourth quarter of 2013 may
compare unfavorably to the fourth quarter of 2012, when tax-
motivated selling drove unusually high volumes. The rating outlook
incorporates the expectation that Realogy may use a portion of its
free cash flow to purchase brokerage operations or other related
residential real estate businesses, or return cash to shareholders
through dividends or share repurchases. An upgrade is possible if
Moody's comes to expect more rapid de-leveraging through either
higher than currently anticipated revenues, profits and free cash
flow or debt repayment, leading to expectations for debt to EBITDA
approaching 4.5 times and free cash flow to debt of about 8%. The
ratings could be lowered if revenue or profits stop growing or
decline, or if Moody's anticipates debt to EBITDA will remain
about 6 times, free cash flow to decline below $100 million per
year, or EBITDA less capital expenditures to interest expense to
stay below 2 times. More aggressive or shareholder-friendly
financial policies could also cause a downgrade.

Upgrades:

Probability of Default Rating, Upgraded to B2-PD from B3-PD

Corporate Family Rating, Upgraded to B2 from B3

Senior Secured 1st Lien Bank Letter of Credit Facility due Oct 10,
2013, Upgraded to Ba3 (LGD2, 28%) from B1 (LGD2, 29%)

Senior Secured 1st Lien Bank Letter of Credit Facility due Oct 10,
2016, Upgraded to Ba3 (LGD2, 28%) from B1 (LGD2, 29%)

Senior Secured 1st Lien Revolving Credit Facility due Mar 5, 2018,
Upgraded to Ba3 (LGD2, 28%) from B1 (LGD2, 29%)

Senior Secured 1st Lien Term Loan due Oct 10, 2020, Upgraded to
Ba3 (LGD2, 28%) from B1 (LGD2, 29%)

Senior Secured 1st Lien Bond due Jan 15, 2020, Upgraded to Ba3
(LGD2, 28%) from B1 (LGD2, 29%)

Senior Secured 1.5 lien Bond due Feb 15, 2019, Upgraded to B3
(LGD5, 76%) from Caa1 (LGD5, 77%)

Senior Secured 1.5 lien Bond due Jan 15, 2020, Upgraded to B3
(LGD5, 76%) from Caa1 (LGD5, 77%)

Senior Unsecured Bond due May 1, 2016, Upgraded to Caa1 (LGD6,
92%) from Caa2 (LGD6, 92%)

Outlook Actions:

Outlook, Changed To Stable From Positive

Affirmations:

Speculative Grade Liquidity Rating, Affirmed SGL-2

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

Realogy Corporation is a leading global provider of real estate
and relocation services. The company operates in four segments:
real estate franchise services, company owned real estate
brokerage services, relocation services and title and settlement
services. The franchise brand portfolio includes Century 21,
Coldwell Banker, Coldwell Banker Commercial, ERA, Sotheby's
International Realty and Better Homes and Gardens Real Estate.


REGIONAL EMPLOYERS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Regional Employers Assurance Leagues Voluntary
        Employees' Beneficiary Association Trust
        200 W. 4th Street
        Bridgeport, PA 19405

Bankruptcy Case No.: 13-16440

Chapter 11 Petition Date: July 23, 2013

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Jean K. FitzSimon

Debtor's Counsel: Matthew A. Hamermesh, Esq.
                  HANGLEY ARONCHICK SEGAL & PUDLIN
                  One Logan Square, 27th Floor
                  Philadelphia, PA 19103-6933
                  Tel: (215) 496-7054
                  E-mail: mhamermesh@hangley.com

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

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

The petition was signed by John J. Koresko, V, director of trustee
and administrator

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.

Affiliates that simultaneously filed Chapter 11 petitions:

     Debtor                                    Case No.
     ------                                    --------
Single Employer Welfare Benefit Plan Trust     13-16441
Penn Public Trust                              13-16443
Penn-Mont Benefit Services, Inc.               13-16444
Koresko & Associates, P.C.                     13-16445
Koresko Law Firm, P.C.                         13-16446


RESIDENTIAL CAPITAL: August Hearings on FGIC Settlement
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Residential Capital LLC and opponents of a
compromise with bond insurer Financial Guaranty Insurance Co. will
each have six hours to present arguments for and against the
settlement at a hearing on Aug. 16 and 19 in U.S. Bankruptcy Court
in New York.

According to the report, if approved, the settlement will release
claims of as much as $6.l9 billion held by FGIC and bond trustees,
less the maximum amount of FGIC's claim.  Approval of the
settlement also would resolve one of the conditions for
implementing the larger plan-support agreement underpinning
ResCap's reorganization plan.  Opponents include the Federal
Housing Finance Agency, in its role as conservator of the Federal
Home Loan Mortgage Corp., and an ad hoc group of 9.625 percent
junior secured noteholders.

The report notes that opposition also comes from some investors in
the trusts, including funds managed by Monarch Alternative Capital
LP, Stonehill Capital Management LLC and Bayview Fund Management
LLC.  Freddie Mac contends the bankruptcy court has no right or
power to cut off FGIC insurance provided to the trusts that
invested in ResCap-sponsored mortgage-backed securities.  The
objectors also contend the bankruptcy court has no power to make
findings of fact protecting FGIC by saying it was acting in good
faith by agreeing to cut off insurance coverage.

The report relates that the junior secured creditors were slated
to appear at a hearing July 30 on their request for a ruling that
the lawyers for ResCap and the official creditors' committee have
a conflict of interest and should be barred from taking positions
in court on any dispute where one bankrupt ResCap company has a
claim against another.

The report says that the disclosure statement explaining ResCap's
reorganization plan is scheduled for approval at an Aug. 21
hearing in bankruptcy court.  The plan is based largely on a
settlement where ResCap's parent Ally Financial Inc. will pay $2.1
billion in return for a release of claims.

The report discloses that holders of ResCap's $2.15 billion in
general unsecured claims are to receive a distribution of 36.3
percent, according to the disclosure statement.  Unsecured
creditors with $2 billion in claims against the GMACM companies
are in line for 30.1 percent.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: May Abandon 68-Acre Lot in Florida
-------------------------------------------------------
Residential Capital LLC and its affiliates sought and obtained
authority from the Court to abandon 68.03 acres of raw land
located in southern Jacksonville, Florida, held by Debtor DOA
Properties IX (LOTS-OTHER), LLC, after determining that the
Property is burdensome to the estates and is not needed for the
wind down of their business operations.

The Debtors said the continued retention of the Property or
its ultimate disposition will not generate proceeds for the
benefit of any creditors other than the Durbin Crossing Community
District, an independent local unit of specialized-purpose
government established by the government of Florida, which issued
bonds totaling about $66.4 million to finance the property's
construction and the acquisition costs certain public
infrastructure improvements.

The Property is part of the Aberdeen Development of Regional
Impact, a proposed mixed-use, master-planned community on
approximately 1,313 acres, and is scheduled to be developed into
300 lots.  Debtor Residential Funding Corporation holds a mortgage
on the DOA Property in the outstanding principal amount of
$4,641,212, secured by a first priority security interest in the
DOA Property, which interest is junior to non-ad valorem special
assessments securing the Bonds levied on the Property in the
amount of $5,256,408.

The Debtors proposed to abandon the Property to the District to
avoid incurring costs in connection with maintaining real estate
that provides no tangible benefit to the Debtors' estates.  In
addition, the District has agreed to withdraw with prejudice its
four claims against the Debtors upon the abandonment of the
Property.

Because the Debtors were delinquent in paying the special
assessments and its interest, the District has obtained a final
judgment of foreclosure on the DOA Property in the amount of
$6,025,138, consisting of the Special Assessments, interest
accrued to date, and costs and fees arising as a result of the
foreclosure.  The amount remains unpaid.  Moreover, the Property
is subject to conventional ad valorem property taxes, estimated to
total approximately $1,820,756 as of May 2013, which have not been
paid since 2007.  Under Florida law, the failure to pay property
taxes when due may result in the sale of tax certificates secured
by the underlying property.

In 2008, the Debtors determined that the DOA Property was
unmarketable and have reflected a value of $0 for the DOA Property
on their books since that time.  According to a brokers' price
opinion obtained by the Debtors dated June 17, 2013, which was
based on a survey of comparable sales of five nearby tracts in the
last three years, the DOA Property has an estimated value of
$2,150,000.

According to the Debtors, they have determined that the Property
is burdensome to the estates and is not needed for the wind down
of their business operations.  The continued retention of the
Property or its ultimate disposition will not generate proceeds
for the benefit of any creditors other than the Durbin Crossing
Community District, an independent local unit of specialized-
purpose government established by the government of Florida, which
issued bonds totaling about $66.4 million to finance the
property's construction and the acquisition costs certain public
infrastructure improvements, the Debtors said.

Pursuant to the Court's order, the District's four claims -- Claim
Nos. 2084, 2085, 2087, and 4461 -- are deemed withdrawn in their
entirety with prejudice, in exchange for the abandonment of the
Property to the District.

Gary S. Lee, Esq., Norman S. Rosenbaum, Esq., and Erica J.
Richards, Esq., at Morrison & Foerster LLP, in New York, represent
the Debtors.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Proposes Settlement With Regions Bank
----------------------------------------------------------
Residential Capital LLC and its affiliates asked the Court to
approve a settlement agreement between Debtor GMAC Mortgage, LLC,
and Regions Bank to avoid costly litigation in the action GMAC
filed against the bank in the General Court of Justice, Superior
Court Division, Wake County, North Carolina (Docket No. 12-cv-
010639).

In that Action, GMACM sought to recover from Regions the balance
of the proceeds of a check in the amount of $474,000 issued by an
insurance company for Curtis and Carol Mathews whose property was
damaged by fire in 2008.  The Mathews executed a $700,000 note in
favor of Metrocities Mortgage, LLC, secured by a deed of trust
encumbering the property.  Metrocities later assigned the Note and
Deed of Trust to GMACM.  Proceeds of the check were to be used to
repair the property or pay any portion of the mortgage loan, but
none of the proceeds of the check went to either of the two.

GMACM asserted in the Regions Action that the bank improperly
accepted the check for deposit over the forged or missing
necessary endorsement of GMACM.  The bank answered that GMACM
consented to the endorsement and that it exercised reasonable
commercial standards applicable to banks accepting the check for
deposit.

According to Norman S. Rosenbaum, Esq., at Morrison & Foerster
LLP, in New York, continued litigation with Regions would be
costly and time consuming, and the Settlement Agreement resolves
the uncertainty regarding the claims raised by GMACM and defenses
asserted by Regions in the GMACM-Regions Action.  Further, by
entering into the Settlement Agreement, the Debtors are assured of
a recovery of a significant percentage of the amount sought by
GMACM in the GMACM-Regions Action and will avoid litigation over
whether GMACM consented to the endorsement of the check.

A hearing on the request will be held on Aug. 28, 2013, at 10:00
a.m. (ET).  Objections are due July 22.

Gary S. Lee, Esq., and Daniel J. Harris, Esq., at Morrison &
Foerster LLP, in New York, also represent the Debtors.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: August Hearings on FGIC Settlement
-------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York will convene a hearing on Aug. 16, at 9:00
a.m., Prevailing Eastern Time, and Aug. 19, at 9:00 a.m.,
Prevailing Eastern Time, to consider approval of the settlement
agreement among the Debtors, Financial Guaranty Insurance Company,
the FGIC Trustees, and the Institutional Investors, allowing
FGIC's claims in the minimum aggregate amount of not less than
$596.5 million.

Depositions of experts are to be completed by July 26, and
objections must be served on or before July 29.  Direct testimony,
lists of exhibits, and lists of adverse witnesses to be introduced
at the hearing of the settlement must be filed on or before July
31.  Replies to objections must be filed Aug. 2.

Under the Plan Support Agreement, both the Bankruptcy Court and
the state court in which the FGIC rehabilitation proceeding is
pending must approve the settlement.  Judge Glenn stated that the
discovery obtained in the bankruptcy case should be limited to use
in the bankruptcy case.

A full-text copy of the order regarding the exchange of
confidential information in relation to the settlement is
available for free at http://is.gd/SyeaKz

           Hedge Funds Object to Proposed Settlement

CQS ABS Master Fund Limited, CQS ABS Alpha Master Fund Limited,
Bayview Fund Management, LLC, Monarch Alternative Capital, LP,
Stonehill Capital Management LLC, and Federal Home Loan Mortgage
Corporation object to the proposed settlement among the Debtors,
Financial Guaranty Insurance Company, the FGIC Trustees, and the
Institutional Investors, allowing FGIC's claims in the minimum
aggregate amount of not less than $596.5 million.

The Objectors contend that all attorney-client privileged
communications between the FGIC Trustees and their counsel related
to whether the FGIC Trustees acted reasonably, in good faith, and
in the best interests of investors, in agreeing to the settlement
should be pierced and disclosed pursuant to the "fiduciary
exception."

The Objectors, according to their counsel, Mary Eaton, Esq. --
meaton@willkie.com -- at Willkie Farr & Gallagher LLP, in New
York, act in their capacity as funds, or investment advisors to
funds, that have investments in "wrapped" securities issued by
certain of the residential mortgage-backed securities trusts
insured by FGIC.  Collectively, the Objectors hold more than $714
million current face value in 24 of the 47 FGIC-wrapped trusts.

William H. Hao, Esq. -- william.hao@alston.com -- at Alston & Bird
LLP, in New York, on behalf of the FGIC Trustees, argues that the
Objectors' request to invade the attorney-client privilege fails
because they cannot satisfy all of the elements of the fiduciary
exception for the following reasons: first, the Objectors lack any
colorable claim of self-dealing or conflict of interest; second,
the Objectors' request for documents is not limited to
communications that relate to any alleged claim of self-dealing or
conflict of interest; and third, the privileged communications
that the Objectors seek are neither highly relevant, nor the only
evidence available, concerning the issue currently before the
Court -- whether the actions of the FGIC Trustees in deciding to
enter into the settlement were in the best interest of investors
and made in good faith.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Credit Unions Say $293MM Claims Timely Filed
-----------------------------------------------------------------
National Credit Union Administration Board as Liquidating Agent
for Western Corp. Federal Credit Union and U.S. Central Federal
Credit Union, in response to the Debtors' objection to their
claims, argue that their claims were timely filed.

The Credit Unions also argue that their 11 claims, which have a
collective value of about $293 million, are unliquidated because
(i) the automatic stay suspended their litigation against the
ResCap Parties, and (ii) discovery has not begun in the two cases
in which NCUAB asserted claims against the ResCap Parties.
However, should the securities claims be litigated, NCUAB will be
able to prove its claims entitling it to damages, the Credit
Unions assert.

Nelson C. Cohen, Esq. -- ncohen@zuckerman.com -- at Zuckerman
Spaeder LLP, in Washington, D.C., on behalf of the Credit Unions,
relates that NCUAB, in November 2012, filed the 11 proofs of claim
assigned Claim Nos. 2626, 2627, 2628, 2629, 2630, 2631, 2632,
2633, 2634, 2636, and 2635, based on federal securities claims
relating to the purchase and sale of residential mortgage-backed
securities.  The NCUAB Claims arise out of violations of the
Securities Act of 1933.

According to Mr. Cohen, NCUAB did not participate in the
confidential negotiations or mediation that led to the proposed
"Global Settlement" in the proposed plan of reorganization filed
by Debtors, nor was NCUAB privy to any information or
communications related to the negotiations and mediation before
Debtors filed their motion for authorization to enter a plan
support agreement.  He says he notified counsel for the Consenting
Creditors, the Official Committee of Unsecured Creditors, and Ally
Financial Inc., that NCUAB held claims against both the Debtors
and Ally.

Laura E. Neish, Esq. -- lneish@zuckerman.com -- at Zuckerman
Spaeder LLP, in New York, on behalf of the Credit Unions, says
NCUAB also has claims against Ally based on Section 15 of the
Securities Act of 1933, and Section 11 and state law securities
claims against Ally Securities LLC.  The total value of the claims
against Ally Financial is over $390 million, and the total value
of the claims against Ally Securities is about $200 million.

For the reasons stated, the Credit Unions ask the Court to
overrule the objection.

Graeme Bush, Esq. -- gbush@zuckerman.com -- at Zuckerman Spaeder
LLP, in Washington, D.C., also represents the Credit Unions.

                         Debtors Talk Back

The NCUA, as liquidating agent for the Credit Unions, seeks to
recover  the Credit Unions' purported investment losses from their
"excessive" and "unreasonable" RMBS investment decisions, Joel C.
Haims, at Morrison & Foerster LLP, in New York, asserts, on behalf
of the Debtors.  To do so, the NCUA must, of course, prove the
Credit Unions' claims against the Debtors, and, even if it could
prove its claims, the NCUA may recover only the portion of losses
actually caused by the supposed misstatements, Mr. Haims further
asserts.

The factual record on the objection will show that the NCUA's
claims are untimely, that the Debtors' registration statements did
not contain any material misstatements, and that the Credit Unions
losses were not caused by any misstatements in the Debtors'
registration statements, Mr. Haims argues.

For these reasons, the Debtors object to the NCUA Claims and seek
an order expunging them.

Gary S. Lee, Esq., and James J. Beha II, Esq., at Morrison &
Foerster LLP, in New York, also represent the Debtors.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Wins OK to Pay $300MM More to Jr. Creditors
----------------------------------------------------------------
Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern
District of New York authorized the Debtors to make an additional
payment in the amount of $300 million in full and complete
satisfaction of a portion of the principal amount and accrued
prepetition interest of the secured claims of the holders of the
9.625% Junior Secured Guaranteed Notes due 2015.

The Debtors previously obtained authority to (i) pay the
outstanding claims under the Ally Financial Inc. Letter of Credit
in the amount of $380,000,000, plus accrued and unpaid interest,
(ii) pay the outstanding claims under the AFI Senior Secured
Credit Facility in the amount of $747,127,553, plus accrued and
unpaid interest, and (iii) partially satisfy the outstanding
secured claims of the holders of the 9.625% Junior Secured
Guaranteed Notes due 2015, issued by Debtor Residential Capital
LLC in the amount of $800 million.

Gary S. Lee, Esq., Todd M. Goren, Esq., and Samantha Martin, Esq.,
at MORRISON & FOERSTER LLP, in New York, represent the Debtors.

Richard M. Cieri, Esq., Ray C. Schrock, Esq., and Stephen E.
Hessler, Esq., at KIRKLAND & ELLIS LLP, in New York, represent
Ally Financial Inc. and Ally Bank.

J. Christopher Shore, Esq., and Harrison Denman, Esq., at WHITE &
CASE LLP, in New York, and Gerard Uzzi, Esq., at MILBANK, TWEED,
HADLEY & MCCLOY LLP, in New York, represent the ad hoc group of
holders or managers of holders of 9.625% Junior Secured Guaranteed
Notes due 2015 of Residential Capital, LLC.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Wins OK to Pay $230MM for FRB Settlement
-------------------------------------------------------------
Judge Martin Glenn authorized Residential Capital LLC to enter
into and perform under an amendment to the consent order, dated
April 13, 2011, with the Federal Reserve Board and the Federal
Deposit Insurance Corporation.

Under the Amended Consent Order, Debtors GMAC Mortgage, LLC, and
Residential Capital, LLC, will deposit into a segregated escrow
account an amount up to $230 million to fund a Qualified
Settlement Fund to replace the FRB Foreclosure Review obligations.

The Debtors previously asked the Court for authority to terminate
the FRB Foreclosure Review, stating that the expenditure, which
amounts to approximately $300,000 per day, represents the single
most costly administrative expense of their estates.  The
Debtors estimated that, as of the Petition Date, the performance
of the FRB Foreclosure Review may cost as much as $180 million.
By August, the Debtors' estimate of the cost of the FRB
Foreclosure Review had risen to $250 million.

Through the Amendment, the Debtors have agreed to make a one-time
payment to a borrower fund in the amount of approximately $230
million, in satisfaction of the Consent Order's FRB Foreclosure
Review requirement.  The Settlement Amount consists of a cash
payment in the amount of $198,077,499 from which payments will be
made to borrowers.  Additionally, the Amendment requires ResCap
and GMAC Mortgage to provide loss mitigation or other foreclosure
prevention actions that total $316,923,998.  The Debtors and the
FRB have agreed that the Debtors may make an additional cash
payment in the amount of $31,692,400 in satisfaction of their
Foreclosure Prevention obligations.  The total cash consideration
to be paid to the FRB in satisfaction of the Consent Order is
$229,769,899, plus interest accruing on escrowed funds.

                     Creditors' Objections

Prior to the July 29 hearing, creditor Gerard Wiener, represented
by David J. Brown, Esq. -- djbrown2008@gmail.com -- in San
Francisco, California, objected to the proposed amendment to the
consent order among the Debtors, the Federal Reserve Board, and
the Federal Deposit Insurance Corporation, and asks the Court to
reject the proposal as being inadequately supported and being a
half-way/incomplete solution with many key factors not yet
determined, including for example, the exact plan of compensation
to be involved, and how qualification under that plan will
properly determined by the Debtors.  Creditor Frank Reed also
objected to the proposed Amended Consent Order alleging that the
Debtors are trying to escape compliance with the Consent Order.

In response, the Debtors asked the Court to overrule the
objections and maintain that entry into and performance under the
Amended Consent Order is in the best interests of their estates,
including the borrowers who may have been allegedly harmed by the
Debtors' alleged foreclosure improprieties.  The Debtors reiterate
that the estates will avoid the immense administrative expense
burden required to complete the FRB foreclosure review and the
Amendment is expected to result in payment of more money to more
borrowers, irrespective of harm, within a shorter time frame.  If
the FRB Foreclosure Review were to continue, the Debtors would be
required to resume paying approximately $300,000 per day to
professionals on an administrative basis to conduct the review
without any reason to believe that borrowers would receive greater
recoveries than what will be received under the Amendment.

The Official Committee of Unsecured Creditors supports the Amended
Consent Order and agrees with the Debtors that it will permit the
Debtors to discontinue the wasteful expenditure of administrative
funds caused by the Consent Order.  The Creditors' Committee
points out that these administrative expenses have far exceeded
any reasonable estimate of harm caused to borrowers.

The Ad Hoc Group of Junior Secured Noteholders states that it does
not object to the Amendment, saying the proposed settlement is
likely to reduce administrative costs to the Debtors' estates and
increase the funds available for distribution to creditors.  The
Ad Hoc Group, however, seeks to make clear that it does not
consent to (a) the use of the Junior Secured Noteholders' cash
collateral to make the payments contemplated by the Amendment, or
(b) the allocation of any costs relating to the Amendment or
previously incurred in connection with the FRB Foreclosure Review
to the collateral securing the Debtors' obligations to the Junior
Secured Noteholders.

Gary S. Lee, Esq., Lorenzo Marinuzzi, Esq., Naomi Moss, Esq., and
James A. Newton, Esq., at MORRISON & FOERSTER LLP, in New York,
represent the Debtors.

Kenneth H. Eckstein, Esq., and Douglas H. Mannal, Esq., at KRAMER
LEVIN NAFTALIS & FRANKEL LLP, in New York; and William J.
Perlstein, Esq., at WILMER CUTLER PICKERING HALE AND DORR LLP, in
Washington, D.C., represent the Creditors' Committee.

J.  Christopher Shore, Esq., and Harrison L. Denman, Esq., at
WHITE & CASE LLP, in New York; and Gerard Uzzi, Esq., and Dennis
C. O'Donnell, Esq., at MILBANK, TWEED, HADLEY & McCLOY LLP, in New
York, represent the Ad Hoc Group.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Nassau Treasurer Has Plan Objections
---------------------------------------------------------
The Nassau County Treasurer, a secured creditor to Debtor
Residential Funding Company, LLC, objects to the disclosure
statement explaining the Chapter 11 plan proposed by Residential
Capital, LLC, and its debtor affiliates and the Official Committee
of Unsecured Creditors.

According to the Treasurer, the Disclosure Statement does not
contain adequate information as the Debtors have failed to
disclose in both the Plan and the Disclosure Statement any
information with respect to the property tax arrearage on the
Debtor's property in Westbury, New York.  This lack of disclosure
prohibits a creditor or party in interest from making an informed
decision as it relates to the Plan.  The Treasurer also adds that
the Plan is not confirmable in its present state because the Plan
does not recognize the Treasurer's claim as a secured claim or
account for the claim in any way.  The Treasurer objects to the
non-treatment of its secured claim and lack of payment terms
provided by the Plan for the claim.

Patrick R. Gallagher, Esq., Deputy County Attorney, in Mineola,
New York, represents the Treasurer.

                            The Plan

Under the Plan, ResCap's parent, Ally Financial Inc., will pay
$2.1 billion in exchange for a release from claims for defective
mortgage-backed securities.  According to the disclosure
statement:

    * Junior secured creditors stand to recover 71.4 percent
      to 77.1 percent on their $2.22 billion in claims.

    * ResCap's $2.15 billion in general unsecured claims
      will receive a distribution of 36.3 percent, according
      to the disclosure statement.

    * Unsecured creditors with $2 billion in claims against
      the "GMACM" companies are to have a 30.1 percent recovery.


A full-text copy of the Plan, dated July 3, 2013, is available for
free at http://bankrupt.com/misc/RESCAP_plan0703.pdf

A full-text copy of the Disclosure Statement, dated July 4, 2013,
is available for free at:

            http://bankrupt.com/misc/RESCAP_ds0704.pdf

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


REVSTONE INDUSTRIES: Creditors Seek Seat on Metavation Committee
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Revstone Industries LLC official creditors'
committee is asking the bankruptcy court to hold an emergency
hearing this week so the panel can seek a seat on the creditors'
committee being formed on Aug. 1 for Revstone subsidiary
Metavation LLC.

According to the report, Metavation filed its own petition for
Chapter 11 protection in July in Delaware, where Revstone's
bankruptcy reorganization was already pending.  Metavation intends
to use Chapter 11 to sell the business to Mark IV LLC for about
$25.1 million unless a better offer turns up at auction.

The report relates that the committee recites how Revstone listed
Metavation as owing the parent about $3.7 million.  When
Metavation filed its own Chapter 11 petition, the subsidiary
didn't show anything owning to the parent, even though the same
lawyers represent both Metavation and Revstone.

The report notes that calling the companies' lawyers "hopelessly
conflicted," the Revstone committee wants authority to assert the
parent's claims against the subsidiary.  A court declaration that
the Revstone committee can pursue claims would enable the panel to
seek a seat on the Metavation committee being formed this week.

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

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

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

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

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

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

Revstone is under attack by creditors.  The committee filed a
proposed Chapter 11 reorganization plan giving ownership to
unsecured creditors and wiping out existing equity holdings.
Secured creditor Boston Finance Group LLP is seeking conversion of
the Chapter 11 cases of two Revstone subsidiaries to liquidations
in Chapter 7, where a trustee would make distributions of
remaining assets without a Chapter 11 plan.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.


RURAL/METRO CORP: Bankruptcy Looms for Ambulance Operator
---------------------------------------------------------
The Wall Street Journal's Emily Glazer, Matt Wirz and Mike Spector
report that people familiar with the matter said private-equity
owned Rural/Metro Corp., the country's largest ambulance operator
serving rural communities, is preparing for a possible bankruptcy
filing.  The sources said the situation remains fluid and there is
a scenario in which the Scottsdale, Ariz. company could avoid
filing for bankruptcy protection.

WSJ relates Rural/Metro has been struggling with declining revenue
from ambulance trips as well as a heavy debt load from a 2011
leveraged buyout.  On July 15, it missed a $15.6 million interest
payment, which sets off a 30-day grace period to negotiate before
a default.

WSJ, citing Moody's Investors Service, says Warburg Pincus LLC
took over Rural/Metro, the national ambulance and firefighting-
service operator, in 2011, putting in $213 million of its own
money and paying for the rest with $515 million of debt.

Rural/Metro reported a $29 million interest expense in 2010 and
faces interest payments of at least $49 million in 2013, according
to data from S&P Capital IQ LCD, WSJ reports.

According to WSJ, one person familiar with the situation said a
handful of investors hold large chunks of the company's debt,
making it easier to negotiate a deal with creditors to rework
finances without seeking bankruptcy protection.  This source also
said Rural/Metro is negotiating with creditors, and could receive
another grace period on its missed interest payment if discussions
are progressing well.

Some of the sources also told WSJ that Rural/Metro is discussing
with Credit Suisse Group AG a potential "debtor-in-possession"
loan that would help it continue operating while under bankruptcy
protection.  Credit Suisse arranged the loan financing for
Rural/Metro's LBO two years ago.

Law firm Willkie Farr & Gallagher LLP, investment bank Lazard
Ltd., financial adviser FTI Consulting and turnaround firm Alvarez
& Marsal have been hired to represent the company, according to
people familiar with the hirings, WSJ relates.

WSJ notes it is uncommon for both FTI and Alvarez & Marsal to both
work for the same firm in a restructuring, but some of the people
said FTI has been hired for forensic accounting work while Alvarez
& Marsal is focusing on operations.  Rural/Metro changed its
accounting for payments this year, resulting in a $35 million
decline in net revenue, according to Moody's.

WSJ notes publication Debtwire earlier reported that Lazard, FTI
Consulting and Alvarez & Marsal have been hired.


SINCLAIR BROADCAST: Moody's Keeps 'Ba3' CFR Over Allbritton Deal
----------------------------------------------------------------
Moody's Investors Service said, on July 29, 2013, Sinclair
Broadcast Group, Inc. announced its agreement to purchase the
stock of Perpetual Corporation and the equity interest of
Charleston Television, LLC, both owned and controlled by the
Allbritton family for $985 million. The merger will add seven ABC
affiliates, covering 4.9% of U.S. TV households, and NewsChannel
8, a 24-hour cable/satellite news network. There is no immediate
impact to ratings nor the stable outlook as Moody's expects
overall financial metrics and operating performance to remain
within the Ba3 category for the Corporate Family Rating. Sinclair
expects to fund the purchase with bank debt or additional capital
market transactions resulting in a pro forma 2-year average debt-
to-EBITDA ratio of roughly 5.0x at FYE2013 (including Moody's
standard adjustments).

Sinclair Broadcast Group, Inc., headquartered in Hunt Valley, MD,
and founded in 1986, is a television broadcaster, operating 149
stations in 76 markets pro forma for announced transactions. The
station group will reach 38.2% of U.S. television households and
include 33 FOX, 27 ABC, 25 CBS, 23 CW, 20 MNT, 14 NBC, 5
Univision, one independent and one Azteca affiliates. Pro forma
for all announced transactions, net broadcast revenues for 12
months ended December 31, 2012 totaled $1.9 billion.


SPRINGFIELD HOMES: Case Summary & 4 Unsecured Creditors
--------------------------------------------------------
Debtor: Springfield Homes, LLC
        4441 Six Forks Road, Suite 106-141
        Raleigh, NC 27609

Bankruptcy Case No.: 13-04550

Chapter 11 Petition Date: July 22, 2013

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: D. Kyle Deak, Esq.
                  TROUTMAN SANDERS, LLP
                  P.O. Drawer 1389
                  Raleigh, NC 27602-1389
                  Tel: (919) 835-4133
                  Fax: (919) 829-8725
                  E-mail: kyle.deak@troutmansanders.com

                         - and ?

                  Travis Sasser, Esq.
                  SASSER LAW FIRM
                  2000 Regency Parkway, Suite 230
                  Cary, NC 27518
                  Tel: (919) 319-7400
                  Fax: (919) 657-7400
                  E-mail: tsasser@carybankruptcy.com

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

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

The petition was signed by David P. Cully, member/manager.

Debtor?s List of Its Four Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Blackwell Builders                 Vendor                  Unknown
Attn: Ginger Blackwell
3651 Jordan Circle
Franklinton, NC 27525

Newcomb Landscaping                --                      Unknown
2409 Old Weaver Trail
Creedmoor, NC 27522

PPM, Inc.                          HOA Management          Unknown
6739 Falls of Neuse Road           Company
Raleigh, NC 27615

Stock Building Supply              Account                 Unknown

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.

Stacy's has a contract to sell the operation for $17 million to
Metrolina Greenhouses, absent higher and better offers.  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 report notes that 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: S&P Assigns 'B+' ICR; Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
issuer credit rating to Stearns Holdings Inc.  The outlook is
stable.  S&P also assigned a 'B+' issue-level rating
to Stearns' proposed issuance of $200 million senior secured
notes.

Santa Ana, California-based Stearns is a privately held
residential mortgage origination company that recently expanded
into mortgage servicing.  S&P views the company's geographic and
business concentrations as negative rating factors.  The
residential real estate market depends highly on interest rates
and the underlying health of the economy.  For instance, low
interest rates resulted in large mortgage refinancing volumes in
2012--69% of Stearns' $11.8 billion origination volume came from
refinancing--and a spike in rates could significantly reduce the
company's activity.  In addition, California made up 54% of the
company's originations, exposing the company to a potential
regional slowdown.

Stearns plans to lessen its business and geographic concentrations
by quickly expanding its origination footprint across the U.S.
over the next three to four years and by retaining the rights to
service more of the mortgages it originates (mortgage servicing
rights; MSRs).  It has historically primarily acted as an
originator and not a servicer, but, in 2012, Stearns began
retaining the majority of MSRs for loans it originates.  S&P views
this decision favorably because MSRs should increase in value as
interest rates rise, which will provide a natural, albeit
imperfect, hedge to the company's origination platform.

The company currently does not have the capacity to directly
service mortgages -- it relies on a single third party to
"subservice" its portfolio.  S&P views favorably its
diversification into servicing but believe the reliance on a
single third party represents a risk.  A poor performance by that
party could have an outsize impact on Stearns' results.  Even
worse, a failure of that party could force Stearns to reallocate
all servicing to a new entity.

"Positively, a well-executed expansion strategy would afford
Stearns a more diversified revenue stream and lessen its
dependence on California," said Standard & Poor's credit analyst
Stephen Lynch.  "However, the expansion process and rapid growth
will also present operational risks and include significant
expense."

The current favorable market in the industry and Stearns' long
operating history are also positive rating factors.  Banks and
other traditional lenders have pulled back from the mortgage
origination and servicing market to a degree after suffering
losses and increased regulatory scrutiny.  That provides
ample opportunity for companies such as Stearns to gain market
share.  Stearns has navigated several real estate cycles since the
company began operations in 1989.  The company's average return on
assets since 2007 has been 7.5%, and the company's only annual
loss since 2000 was in 2007 as a result of the industrywide
decline in origination volume.

"The stable outlook reflects our expectation that Stearns will
grow quickly but maintain careful underwriting standards," said
Mr. Lynch.  Stearns has a track record of navigating turbulent
economic and housing market conditions, which S&P believes
supports the stability of the rating.

S&P could lower the rating if the company's DSCR fails to rise
above 1x by mid-2014, or if leverage, which S&P measures as debt
to ATE, were to rise above 2x.  S&P could also lower the rating if
debt to EBITDA rose above 2x or if debt to adjusted EBITDA rose
above 7.5x.  For instance, S&P could lower the rating if a
contraction in origination volume hurt earnings or if the
company's capitalized MSRs fail to yield sufficient cash earnings
to support the debt from a coverage-support and equity-support
position.

S&P could raise the rating if the firm's growth rate slows and if
cash earnings were to improve more than S&P's forecasts.
Specifically, for an upgrade, S&P would expect normalized DSCR to
be greater than 3x and debt to ATE to be below 1x.  An upgrade
would also require some additional geographic diversification in
terms of revenue.


TIN MAN SNACKS: Meeting to Form Creditors' Panel Set for August 7
-----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on August 7, 2013 at 1:00 p.m. in
the bankruptcy case of Tin Man Snacks, LLC.  The meeting will be
held at:

         United States Trustee's Office
         One Newark Center
         1085 Raymond Blvd.
         14th Floor, Room 1401
         Newark, NJ 07102

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

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

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

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


TRANS NATIONAL: Phoenix Served as Investment Banker in Asset Sale
-----------------------------------------------------------------
Phoenix Capital Resources acted as the exclusive investment banker
to Trans National Communications International, Inc., a Boston,
MA-based provider of diversified telecommunications services
primarily to small- and medium-sized businesses in the United
States and internationally, and to the Unsecured Creditors'
Committee in connection with the sale of the Company's assets to
Blue Casa Telephone, LLC that was effectuated through a Chapter 11
363 bankruptcy process.  Blue Casa paid $21MM, including cash and
the assumption of certain cure costs.  The case was filed in the
Eastern District of Massachusetts and was presided over by the
Hon. William C. Hillman.

PCR was engaged by TNCI and the UCC to explore a potential sale of
the Company as an alternative to TNCI's plan of reorganization.
Blue Casa acted as the stalking horse bidder in the transaction.
The transaction was led by the PCR team of Michael McCauley, Adam
S. Cook and Donald J. Cunningham.

Donald J. Cunningham, Associate at PCR, remarked as follows:
"After receiving proposals and negotiating with interested
parties, Blue Casa put their best foot forward by lining up
financing and quickly obtaining consents and releases from several
carriers.  As a non-facilities-based reseller, carrier
negotiations were critical to unlocking value in the Company.
This was a unique transaction in that we advised both the debtor
and the committee, and all parties collaborated to get this over
the finish line."

Blue Casa, based in Santa Barbara, CA, provides home phone
services for residential and business customers.  It primarily
offers local and long distance calling plans, and business
telephone, Internet, and network services.

Harry B. Murphy and D. Ethan Jeffery of Murphy & King, P.C. served
as counsel to the debtor, and Kenneth M. Misken and Joel L.
Perrell Jr. of Miles & Stockbridge, P.C. served as counsel to the
UCC.  Blue Casa was represented by Jonathan B. Alter of Bingham
McCutchen, LLP.

                          About Phoenix

For over 25 years, Phoenix --
http://www.phoenixcapitalresources.com-- provides smarter,
operationally-focused solutions for middle market companies in
transition.  Phoenix Capital Resources provides investment banking
solutions, including M&A advisory, complex financial
restructurings, and private placements.

                About Trans National Communications

Boston, Massachusetts-based phone and data communication services
provider Trans National Communications filed for Chapter 11
bankruptcy protection (Bankr. D. Mass. Case No. 11-19595) on
Oct. 9, 2011, estimating $1 million to $10 million in assets and
$10 million to $50 million in debts.

Judge William C. Hillman oversees the case.  Harold B. Murphy,
Esq. and Christopher M. Condon, Esq., at Murphy & King, serve as
the Debtor's counsel.  Verdolino & Lowey, P.C., serves as the
Debtor's financial advisors.  Mintz Levin Cohn Ferris Glovsky and
Popeo PC serves as the Debtor's special telecommunications
counsel.  The Staten Group and Bruce E. Rogoff, as chief
restructuring officer and advisor.

Anthony L. Gray, Esq., at Pollack & Flanders, LLP; and Kenneth M.
Misken, Esq., at Miles & Stockbridge, P.C., represent the Official
Committee of Unsecured Creditors.


W.R. GRACE: 3rd Circuit Nixes Garlock's Appeal From Plan
--------------------------------------------------------
A three-judge panel in the U.S. Court of Appeals for the Third
Circuit denied Garlock Sealing Technologies LLC's appeal from the
Chapter 11 reorganization plan of W.R. Grace & Co.

The Third Circuit affirmed a Delaware federal court decision
upholding an earlier ruling by the bankruptcy court that Garlock
lacked standing to block the reorganization plan, rejecting
Garlock's contention that it would be injured by the plan.

The Third Circuit explained that, under the Bankruptcy Code, any
"party in interest, including the debtor, the trustee, a
creditors' committee, an equity security holders' committee, a
creditor, an equity security holder, or an indenture trustee,"
has standing to "raise and . . . be heard on any issue" in a
bankruptcy case.  That list of parties in interest is not
exclusive and it "has been construed to create a broad right of
participation in Chapter 11 cases" that includes "anyone who has
a legally protected interest that could be affected by a
bankruptcy proceeding."  Nonetheless, "Article III standing and
standing under the Bankruptcy Code are effectively coextensive."
A party objecting to the confirmation of a plan for
reorganization under Chapter 11 must therefore "meet the
requirements for standing that litigants in all federal cases
face under Article III of the Constitution."

Thos requirements include that the party has suffered an injury
in fact, the Third Circuit further explained.  Although any
"specific, identifiable triffle of injury will do," Article III
requires that there be some "invasion of a legally protected
interest that is (a) concrete and particularized, and (b) actual
or imminent, not conjectural or hypothetical."

Garlock argues that it has suffered an injury in fact because it
has rights to contribution and setoff that will be harmed by the
Joint Plan.  In other words, Garlock claims that the Plan
threatens to diminish contribution payments and setoff amounts it
may receive from Grace in future cases.  Garlock concedes,
however, that there is no evidence that it has ever sought
contribution or setoff in the past due to Grace's liability, and
it does not assert that it has any current claims against Grace.
Rather, it explains that it resolved prior cases "against the
backdrop of" those rights, making it unnecessary to actually
assert contribution or setoff claims.

The Third Circuit found that that explanation does not address
the absence of any contribution and setoff claims arising from
cases brought against Garlock after Grace entered bankruptcy.
Once Grace filed for Chapter 11 protection, all actions against
the company were subject to an automatic stay under Section 362
of the Bankruptcy Code.  Therefore, between 2001 and 2010,
plaintiffs with joint claims against Grace and Garlock were able
to recover only from Garlock.  Yet Garlock concedes that there is
no evidence that it ever "suffered a judgment for which Grace
owes it contribution during Grace's bankruptcy."

Garlock's alleged future injury can thus only be called
speculative, and it fails to satisfy Article III's requirements
for standing, the Third Circuit ruled.  In order for the Joint
Plan to threaten Garlock's contribution and setoff rights,
Garlock must have a basis for asserting those rights, the Third
Circuit said.  That there may be future plaintiffs with claims
against both Grace and Garlock -- which is by no means a
certainty -- does not by itself provide that foundation, as those
claims must also produce verdicts or settlements that entitle
Garlock to contribution or setoff, the Third Circuit added.

The case is W.R. GRACE & CO., et al, Debtors, Garlock Sealing
Technologies, LLC, Appellant, NO. 12-2807 (3rd Circ.).  A full-
text copy of the Decision dated July 24, 2013, is available at
http://is.gd/QpYhiDfrom Leagle.com

Garland S. Cassada, Esq. -- gcassada@rbh.com -- Susan M. Huber,
Esq. -- shuber@rbh.com -- Richard C. Worf, Jr., Esq. --
rworf@rbh.com -- at Robinson Bradshaw & Hinson, in Charlotte,
North Carolina; and Brett D. Fallon, Esq. --
bfallon@morrisjames.com -- and Eric J. Monzo, Esq. --
emonzo@morrisjames.com -- at Morris James, in Wilmington,
Delaware, for Appellant.

Ann C. Cordo, Esq. -- acordo@mnat.com -- at Morris, Nichols,
Arsht & Tunnell, in Wilmington, Delaware; John Donley, Esq., Lisa
G. Esayian, Esq. -- lisa.esayian@kirkland.com -- and Adam C.
Paul, Esq. -- adam.paul@kirkland.com -- at Kirkland & Ellis, in
Chicago, Illinois; Christophen Landau, Esq. --
christopher.landau@kirkland.com -- at Kirkland & Ellis, in
Washington, D.C.; Roger J. Higgins, Esq. --
rhiggin@rogerhigginslaw.com -- at The Law Offices of Roger
Higgins LLC, in Chicago, Illinois; and Laura D. Jones, Esq. --
ljones@pszjlaw.com -- and James E. O'Neill, III, Esq. --
joneill@pszjlaw.com -- at Pachulski Stang Ziehl & Jones, in
Wilmington, Delaware, for Appellee W.R. Grace & Co.

Mark T. Hurford, Esq. -- mhurford@camlev.com -- at Campbell &
Levine, in Wilmington, Delaware; Peter V. Lockwood, Esq. --
plockwood@capdale.com -- at Caplin & Drysdale, in Washington,
D.C., for Appellee Official Committee of Asbestos Personal
Injury.

                          About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: Reports on 2nd Quarter 2013 Claims Settlement
---------------------------------------------------------
W.R. Grace & Co. filed a quarterly report of the settlements made
by the company for the period April 1 to June 30, 2013.

The company reported that it reached a settlement with NuTec
Inc., under which it agreed to pay $8,000 to NuTec in exchange
for a release of all claims.

Grace is a defendant in a lawsuit filed by NuTec in a district
court in Louisiana.  The company is charged with breach of
contract.

The quarterly report also shows that Grace did not enter into any
settlement agreement during the three-month period that involves
payment of more than $50,000 but less than $1 million.

Meanwhile, W.R. Grace filed a quarterly report disclosing that it
did not sell any asset worth less than $25,000 or any asset worth
more than $25,000 but less than $250,000 during the period
April 1 to June 30, 2013.

                         About W.R. Grace

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally.

The company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts.  The Debtors
hired Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors.  The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice.

Roger Frankel serves as legal representative for victims of
asbestos exposure who may file claims against W.R. Grace.  Mr.
Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces
David Austern, who was appointed to that role in 2004.  Mr.
Frankel has served as legal counsel for Mr. Austern who passed
away in May 2013.

Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants.  The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

W.R. Grace obtained confirmation of a plan co-proposed with the
Official Committee of Asbestos Personal Injury Claimants, the
Official Committee of Equity Security Holders, and the Asbestos
Future Claimants Representative.   The Chapter 11 plan is built
around an April 2008 settlement for all present and future
asbestos personal injury claims, and a subsequent settlement for
asbestos property damage claims.  Implementation of the Plan has
been held up by appeals in District Court from various parties,
including a group of prepetition bank lenders and the Official
Committee of Unsecured Creditors.

District Judge Ronald Buckwalter on Jan. 31, 2012, entered an
order affirming the bankruptcy court's confirmation of the Plan.
Bankruptcy Judge Judith Fitzgerald had approved the Plan on
Jan. 31, 2011.

The plan can't be implemented because pre-bankruptcy secured bank
lenders filed an appeal currently pending in the U.S. Court of
Appeals in Philadelphia.

Bankruptcy Creditors' Service, Inc., publishes W.R. Grace
Bankruptcy News.  The newsletter tracks the Chapter 11 proceeding
undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000).


WIRELESS CAPITAL: Fitch to Rate Class 2013-1B Notes 'BB-'
---------------------------------------------------------
Fitch Ratings expects to rate Wireless Capital Partners LLC
secured wireless site contract revenue notes series 2013-1 and
2013-2 and assign Rating Outlooks as follows:

-- $95,000,000 class 2013-1A 'Asf', Outlook Stable;
-- $31,000,000 class 2013-1B 'BB-sf', Outlook Stable.

Fitch has issued a presale report on the transaction.

The following classes are being issued but are not rated by Fitch:

-- $18,000,000 class 2013-2A;
-- $6,000,000 class 2013-2B.

The expected ratings are based on information provided by the
issuer as of July 15, 2013.

The $150 million Wireless Capital Partners LLC notes are backed by
425 wireless sites with 556 wireless tenant leases. The
transaction is an issuance of notes backed by mortgages
representing approximately 95% of the annualized net cash flow, a
first priority perfected security interest in the personal
property associated with the mortgaged sites and a perfected
security interest in the personal property and fixtures of the
asset entities of the nonmortgaged sites. The transaction is
structured with scheduled monthly principal payments that will
amortize down the principal balance 10% by the ARD in year seven.

The ownership interest in the wireless sites consists of lease
purchase sites, easements and fee interests in land, rooftops or
other structures on which site space is allocated for placement of
tower and wireless communication equipment.

Key Rating Drivers

High Leverage: Fitch's net cash flow (NCF) on the pool is $14
million, implying a Fitch stressed debt service coverage ratio
(DSCR) of 1.23x. The debt multiple relative to Fitch's NCF is
8.99x, which equates to a debt yield of 11.1%.

Long-Term Easements and Lease Purchase Sites: The ownership
interests in the sites consist of 50.2% lease purchases, 49.4%
easements, and 0.5% fee sites. The weighted average remaining
purchase term is 71.7 years, with 99.8% of sites having terms
greater than 15 years.

Prefunding: On the closing date, approximately 25% of the rated
proceeds were deposited into a site acquisition account to be used
by WCP to acquire additional wireless sites during the 12-month
acquisition period. Prefunding introduces uncertainty as to final
collateral characteristics. Fitch accounted for prefunding by
stressing the NCF of the prefunding component to reflect the most
conservative prefunding pool composition tests. Additionally, the
servicer of this transaction will be performing certain
recalculation of prefunding requirements outlined in the
documents.

Rating Sensitivities

Fitch performed several stress scenarios in which Fitch's NCF was
stressed. Fitch determined that a 61.3% reduction in Fitch's NCF
would cause the notes to break even at 1.0x DSCR on an interest-
only basis.

Fitch evaluated the sensitivity of the class 2013-1A ratings and a
10% decline in NCF would result in a one category downgrade to
'BBBsf', while a 16% decline would result in a downgrade to below
investment-grade. Rating sensitivity was also performed for the
class 2013-1B notes and an 9% decline in NCF would result in a one
category downgrade to 'B-sf', while a 9% decline would result in a
downgrade below 'CCCsf'. The Rating Sensitivity section in the
presale report includes a detailed explanation of additional
stresses and sensitivities.


ZEST ANCHORS: Moody's Assigns 'B3' CFR; Outlook Stable
------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and B3-PD Probability of Default Rating to Zest Anchors Inc. At
the same time, Moody also assigned a B2 rating to Zest Anchors'
proposed $160 million senior secured first lien term loan facility
and $20 million revolving credit facility. The proceeds will be
used along with an $80 million second lien term loan (not rated)
and $103 million of cash to fund the purchase of Zest Anchors by
Avista Capital Partners.

The following ratings and LGD assessments have been assigned:

Zest Anchors, Inc.:

Corporate Family Rating at B3;

Probability of Default Rating at B3-PD;

$20 million senior secured revolving credit facility expiring
2018 at B2 (LGD 3, 33%)

$160 million senior secured first lien term loan due 2020 at B2
(LGD 3, 33%)

Rating Rationale:

The B3 Corporate Family Rating reflects Zest Anchors' small size
on both an absolute basis and relative to larger competitors, as
well as the company's high pro forma leverage and minimal FCF to
debt at 6.0 times and 3.5%, respectively for the LTM period ending
March 31, 2013. In addition, the company's narrow product focus
within the dental manufacturing sector is a further constraint on
the rating. Zest Anchors' ratings are supported by favorable
market trends within the dental sector, good organic growth and
strong EBITDA margins.

The stable rating outlook reflects Moody's expectation that the
company will continue to see stable non-acquired growth in the
high single digit range. Furthermore, Moody's expects that the
company will look to grow through development of line extensions
and reduce leverage to below 5 times over the next twelve to
eighteen months.

Given the small absolute size and product concentration risks,
Moody's does not anticipate an upgrade in the near-term. If over
time the company can effectively manage its growth, achieving
better than expected revenue growth such that leverage can be
sustained below 4 times, while increasing its size, the rating
could be upgraded. An upgrade would also have to be supported by a
very strong liquidity profile.

The rating could be lowered if revenues and profitability weaken,
or the company takes on additional debt for acquisitions. More
specifically, if the company's liquidity deteriorates or free cash
flow becomes negative the rating could be downgrade.

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.

Zest Anchors, Inc., headquartered in Escondido, California, is a
global developer, manufacturer and supplier of overdenture
attachment systems for edentulous patients. Zest Anchors' flagship
product is its LOCATOR Overdenture Implant system. Zest Anchors is
owned by private equity sponsor Avista Capital Partners.


ZEST HOLDINGS: S&P Assigns 'B' Corp. Credit Rating
--------------------------------------------------
Standard & Poor's Rating Services said it assigned its 'B'
corporate credit rating to U.S.-based dental products manufacturer
Zest Holdings LLC.  The outlook is stable.

At the same time, S&P assigned a 'B' issue-level rating (the same
as the corporate credit rating) to the company's proposed
$180 million first-lien senior secured credit facilities, 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 $20 million
revolving credit facility due 2018 (undrawn at closing) and a
$160 million term loan due 2020.

Avista Capital Partners will use the proceeds of the transaction
to partially fund its acquisition of the company.

"The 'B' corporate credit rating reflects Zest Holding LLC's
"highly leveraged" financial profile, with pro forma leverage of
6.2x," said credit analyst Tulip Lim.  "Our business risk
assessment on the company is "vulnerable", given the company's
small size, lack of product diversity, and vulnerability to
economic cyclicality."

The outlook is stable reflecting S&P's expectation that over the
near term, the company's revenue will grow from new product
launches, offsetting expected declines in its core product line,
and that it will generate moderate discretionary cash flow.

S&P could lower the rating if revenue, EBITDA, and discretionary
cash flow contract, or if the company's margin of compliance with
financial covenants declines below 15%.  This could be the result
of further economic weakness in Europe, a return to a recession in
the U.S., the company losing market share, or an operational
setback.  This could also occur if revenue declines at a low-
single-digit rate and if margins decline by 50 basis points or
more.

It is unlikely that S&P would raise the rating, given the
company's ownership by private equity investors and the company's
narrow product portfolio.


* Fitch Says U.S. Transportation Outlook Stable at Mid-Year
-----------------------------------------------------------
At mid-year the outlook for airports, toll roads and ports remains
stable, supported by slow, steady U.S. economic growth, according
to a new Fitch Ratings report.

'Despite airports, toll roads and ports facing some challenges -
from sluggish volume in airports and ports to decreased usage in
toll roads - the overall outlook for transportation remains stable
due to a variety of underlying trends,' said analysts Seth Lehman,
Saavan Gatfield, and Scott Zuchorski.
Airport traffic performance is sluggish, primarily due to effects
on demand from the domestic and international economies. Year-to-
date traffic for first four months of 2013 has grown only 0.5%,
with domestic traffic flat, while international traffic rose to a
stronger 2.8%.

Carrier capacity rationalization is bifurcating among the airlines
as JetBlue and US Airways are aggressively adding capacity while
the three largest network carriers remain well behind on
expansion.
Primary hub airports and those serving large markets, are
performing better, with Miami, San Francisco and Los Angeles
leading.

Ports remain stable despite continued unspectacular volume
performance. Despite mixed current performance, leading indicators
including retail sales, housing market stabilization and increased
inventories suggest more encouraging performance in the medium
term.

The outlook for toll roads remains stable with toll revenues
increasing at a higher rate than volume, particularly for urban
bridge systems and turnpikes, which have the highest rate-making
flexibility. Traffic is down nationally - and among Fitch-rated
toll roads - a trend that will remain susceptible to pressure for
the remainder of 2013.


* Moody's: Price Differences Low Impact on Canadian E&P Companies
-----------------------------------------------------------------
Despite their volatility, differentials in the pricing for
Canadian heavy oil compared to light oil will have a muted impact
on credit ratings of most Canadian exploration and production
(E&P) companies, says Moody's Investors Service in a new report.

"We expect the differential to remain highly volatile. Even so,
most producers of Canadian heavy oil draw some protection from
their diverse products, low cost structures, or integration," says
Moody's Senior Vice President Terry Marshall in the report "Most
Canadian E&P Companies Protected From Volatile Heavy Oil Price
Differentials."

The heavy oil differential is the difference in price between WTI,
a North American benchmark for light oil, and the price at which
heavy oil is sold, most commonly referenced to the Western
Canadian Select benchmark. These discounts have been volatile and
sometimes very wide, especially since mid-2012.

"The possible lack of significant new pipeline capacity to reach
export markets and eastern Canadian refineries will have an impact
on the growth of Canadian oil producers and will likely widen our
$20 assumption for the differential," Marshall says, "This
uncertainty will be a key consideration in upward rating movements
for Canadian producers until the addition of incremental takeaway
capacity is apparent."

Most heavy oil comes from conventional and non-oil sands sources,
but producers increasingly derive heavy oil from bitumen produced
in oil sands operations, which must be diluted with condensate in
order to ship through pipelines.

The pure bitumen producers such as MEG Energy and Connacher Oil
and Gas will remain the hardest hit by wide differentials, says
Moody's, because highly dense bitumen requires about 35% dilution
and condensate generally sells at prices above WTI. The diluted
bitumen then sells at the price of heavy oil.

Mining oil sands operations that upgrade their bitumen, such as
those held by Canadian Oil Sands Limited (COSL), Canadian Natural
Resources Limited (CNRL) and Suncor Energy Inc., have no exposure
to the heavy oil differential. That is because these operations
produce synthetic crude oil (SCO), which is a light oil product
that trades around WTI prices.

Companies that produce a high component of heavy oil, such as
Baytex Energy, lie between these two extremes, with full exposure
to the differential, but minimal need to buy costly diluent in
order to ship their product. The largest companies, including
CNRL, Suncor Energy, Husky Energy and Cenovus Energy, sell a
diverse mix of products, limiting their exposure to the
differential.

Suncor, Cenovus and Husky draw an additional advantage from mid-
continent downstream refinery operations, which benefit from wide
differentials.

The discount on the heavy crude reflects a supply and demand
relationship based on the available heavy oil refinery capacity,
and infrastructure constraints and bottlenecks, says Moody's. Oil
production has increased in Canada, particularly from the oil
sands. Heavy oil, light oil and SCO all utilize the same pipeline
space, so a back-up in the system affects all products to varying
degrees.


* Moody's Outlook on Unregulated Utilities Remains Negative
-----------------------------------------------------------
The unregulated utility and power industry in the US continues to
have a negative outlook as low natural gas prices, weak demand
growth, and surplus supply keep a lid on power prices, says
Moody's Investors Service in an outlook update report. The outlook
for the regulated electric and gas utility industry remains
stable, according to a second Moody's report, as regulators stay
supportive.

"Although many companies are facing downward pressure on their
return on equities (ROEs), we see evidence of regulatory
authorities' willingness to provide special recovery mechanisms
that reduce regulatory lag and enhance a utility's ability to earn
its allowed level of ROE," says Moody's Assistant Vice President
Ryan Wobbrock in "US Regulated Utilities: Regulation Provides
Stability as Business Model Faces Challenges."

Moody's expects financial metrics for the regulated utilities to
remain steady or decline slightly, over the near term. Helping
metrics will be the fact that a cyclical surge in capital
expenditures (capex) for environmental upgrades will be easing.

One wild card for capex is the Obama administration's agenda on
carbon dioxide emissions.

"Although we expect carbon limits, of some form, in the future, we
think the definition and implementation of any limits will be a
highly litigated and prolonged process; therefore, carbon
restrictions are not factored into the stable industry outlook at
this time," says Moody's Wobbrock. "However, if the EPA and
stakeholders are able to agree upon, and implement, a
comprehensive strategy to reduce carbon emissions, the effect
could be negative for the industry."

On the merchant, unregulated side, power companies will continue
to face low power prices, as Moody's sees little potential for
sustained higher natural gas prices, beyond seasonal variations.
The current economics are most challenging for coal and nuclear
plants, according to the report "US Unregulated Power: Headwind
continues for the merchant power players."

"Because of their large fixed operating costs, coal and nuclear
plants are disproportionately impacted by falling energy prices,"
says Toby Shea, a Moody's Vice President -- Senior Analyst.
"Generally, the smaller plants are worse off because of a lower
economy of scale and coals plants are generally worse off than
nuclear plants because of higher cost of production."

Moody's says the downturn is most severe in the MISO and upstate
New York regions. Texas' ERCOT market is a lone bright spot due to
brisk economic growth in Texas.

Moody's industry outlooks reflect its expectations for fundamental
business conditions over the next 12 to 18 months. An industry
outlook is not an explicit signal of the likely direction of
ratings in the industry.


* Circuits Split on Judicial Estoppel for Undisclosed Lawsuit
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that when applying the doctrine of judicial estoppel, the
presumption of deceit doesn't apply if the bankrupt reopened the
bankruptcy case to list a previously undisclosed lawsuit, the
U.S. Court of Appeals in San Francisco ruled, parting company with
other federal circuit courts.

The report recounts that the case involved an individual who
started an employment discrimination suit before filing for
bankruptcy.  She didn't initially list the suit as an asset in her
bankruptcy papers.  After her lawyer in the employment suit
learned about the bankruptcy, she reopened the bankruptcy, had her
discharge set aside and listed the suit as an asset.  The
bankruptcy trustee abandoned the suit.  In district court, the
employer won a motion for summary judgment dismissing the suit
based on judicial estoppel, arguing that the bankrupt took
inconsistent positions.  In the civil suit, she claimed an injury,
and in bankruptcy she didn't.

The report relates that in a 2-1 decision handed down July 24, the
U.S. Court of Appeals for the Ninth Circuit reinstated the suit.
In her opinion for the majority, Circuit Judge Susan P. Graber
acknowledged she was laying down a rule differing "from the test
articulated by most of our sister circuits."  Judge Graber
explained the law on judicial estoppel in the bankruptcy context
as meaning that the doctrine bars an undisclosed suit unless the
bankrupt claims the failure to disclose was the result of
inadvertence or mistake.

The report relates that absent a claim of inadvertence or mistake,
the law presumes deceit if the bankrupt knew about the suit.  In
those situations, the law also presumes motive to conceal, thus
invoking judicial estoppel.  When the bankrupt has acted to
rectify the mistake by amending schedules to list the suit as an
asset, Judge Graber said, the presumption of deceit shouldn't
apply.  Instead, she said there must be an inquiry into "whether
the omission occurred by accident or was made without intent to
conceal."  She said the inquiry isn't "limited to the plaintiff's
knowledge of the pending claim."

According to the report, the court, rather, must inquire more
broadly into the bankrupt's "subjective intent when filling out"
bankruptcy papers.  Circuit Judge Jay S. Bybee dissented, saying
the majority differed with decisions on the subject previously
handed down by the Ninth Circuit.  Judge Graber said a strictly
applied rule typically will damage creditors who won't stand to
realize from success in the suit.  She said the only beneficiary
of a strict rule would be the "bad actor" who would escape
liability from operation of judicial estoppel.

The case is Ah Quin v. County of Kauai Department of
Transportation, 10-1600, U.S. Court of Appeals for the Ninth
Circuit (San Francisco).


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Gladstone Gregg
   Bankr. D. Ariz. Case No. 13-12308
      Chapter 11 Petition filed July 18, 2013

In re Ronald Brownell
   Bankr. D. Ariz. Case No. 13-12332
      Chapter 11 Petition filed July 18, 2013

In re Kathleen Minemier
   Bankr. D. Md. Case No. 13-22311
      Chapter 11 Petition filed July 18, 2013

In re Dexter Fuel Mart Inc.
   Bankr. E.D. Mich. Case No. 13-53836
     Chapter 11 Petition filed July 18, 2013
         See http://bankrupt.com/misc/mieb13-53836p.pdf
         See http://bankrupt.com/misc/mieb13-53836c.pdf
         represented by: Afan Bapacker, Esq.
                         Jaafar and Mahdi Law Group, P.C.
                         E-mail: abpetitions@gmail.com

In re GNK Enterprises, Inc.
   Bankr. E.D. Mich. Case No. 13-53857
     Chapter 11 Petition filed July 18, 2013
         See http://bankrupt.com/misc/mieb13-53857p
         See http://bankrupt.com/misc/mieb13-53857c
         represented by: Lynn M. Brimer, Esq.
                         Strobl & Sharp, PC
                         E-mail: lbrimer@stroblpc.com

In re J&K Real Estate Holdings LLC
   Bankr. E.D. Mich. Case No. 13-53855
     Chapter 11 Petition filed July 18, 2013
         See http://bankrupt.com/misc/mieb13-53855p.pdf
         See http://bankrupt.com/misc/mieb13-53855c.pdf
         represented by: Lynn M. Brimer, Esq.
                         Strobl & Sharp, PC
                         E-mail: lbrimer@stroblpc.com

In re M&R Bros Enterprises LLC
        dba Romeo's Restaurant and Pizzeria
   Bankr. D.N.J. Case No. 13-25733
     Chapter 11 Petition filed July 18, 2013
         See http://bankrupt.com/misc/njb13-25733.pdf
         represented by:  Piotr Rapciewicz, Esq.
                         Law Office of Piotr Rapciewicz
                         E-mail: piotr@rapciewiczlaw.com

In re Pina Giuliana
   Bankr. D.N.J. Case No. 13-25723
      Chapter 11 Petition filed July 18, 2013

In re Top Choice Estates LLC
        aka Top of the Line LLC
   Bankr. E.D.N.Y. Case No. 13-44371
     Chapter 11 Petition filed July 18, 2013
         See http://bankrupt.com/misc/nyeb13-44371.pdf
         Filed pro se

In re William Peters
   Bankr. E.D.N.C. Case No. 13-4492
      Chapter 11 Petition filed July 18, 2013

In re Bridget Woosley
   Bankr. N.D. Ohio Case No. 13-15052
      Chapter 11 Petition filed July 18, 2013

In re Paul Woosley
   Bankr. N.D. Ohio Case No. 13-15052
      Chapter 11 Petition filed July 18, 2013

In re First Management Group, Ltd.
   Bankr. S.D. Ohio Case No. 13-32974
     Chapter 11 Petition filed July 18, 2013
         See http://bankrupt.com/misc/ohsb13-329741.pdf
         represented by: Mitchell W. Allen, Esq.
                         Allen Law Firm
                         E-mail: mitchell@allenlawco.com

In re Genesis Producing Company, L.P.
   Bankr. S.D. Tex. Case No. 13-34374
     Chapter 11 Petition filed July 18, 2013
         See http://bankrupt.com/misc/txsb13-34374p.pdf
         See http://bankrupt.com/misc/txsb13-34374c.pdf
         represented by: Margaret Maxwell McClure, Esq.
                         Law Office of Margaret M. McClure
                         E-mail: margaret@mmmcclurelaw.com

In re Ashok Mehta
   Bankr. W.D. Wash. Case No. 13-16571
      Chapter 11 Petition filed July 18, 2013

In re Mahipal Ravipati
   Bankr. N.D. Ala. Case No. 13-82145
      Chapter 11 Petition filed July 19, 2013

In re John Ryan
   Bankr. W.D. Ark. Case No. 13-72532
      Chapter 11 Petition filed July 19, 2013

In re Furniture Solutions, Inc.
   Bankr. C.D. Calif. Case No. 13-16153
     Chapter 11 Petition filed July 19, 2013
         See http://bankrupt.com/misc/cacb13-16153.pdf
         Filed as Pro Se

In re Balvinder Johal
   Bankr. C.D. Calif. Case No. 13-28306
      Chapter 11 Petition filed July 19, 2013

In re Ariel Ganezer
   Bankr. C.D. Calif. Case No. 13-28336
      Chapter 11 Petition filed July 19, 2013

In re Sheela Pawar
   Bankr. C.D. Calif. Case No. 13-28368
      Chapter 11 Petition filed July 19, 2013


In re Melvin Curtaccio
   Bankr. E.D. Calif. Case No. 13-29522
      Chapter 11 Petition filed July 19, 2013

In re Sigal Rozen-Rechav
   Bankr. D. Del. Case No. 13-11814
      Chapter 11 Petition filed July 19, 2013

In re Shaul Kotler
   Bankr. D. Del. Case No. 13-11814
      Chapter 11 Petition filed July 19, 2013

In re Prizm, LLC
   Bankr. N.D. Ill. Case No. 13-28972
     Chapter 11 Petition filed July 19, 2013
         See http://bankrupt.com/misc/ilnb13-28972.pdf
         represented by: Paul M. Bach, Esq.
                         SULAIMAN LAW GROUP, LTD.
                         E-mail: ecfbach@gmail.com

In re Ann Stuursma
   Bankr. W.D. Mich. Case No. 13-05818
      Chapter 11 Petition filed July 19, 2013

In re James Stuursma
   Bankr. W.D. Mich. Case No. 13-05818
      Chapter 11 Petition filed July 19, 2013

In re N. A. Buddies, LLC
   Bankr. W.D. Mich. Case No. 13-05834
     Chapter 11 Petition filed July 19, 2013
         See http://bankrupt.com/misc/miwb13-05834.pdf
         represented by: Scott A. Chernich, Esq.
                         FOSTER, SWIFT, COLLINS & SMITH, P.C.
                         E-mail: Jphillips@fosterswift.com

In re M and M Buddies, LLC
   Bankr. W.D. Mich. Case No. 13-05835
     Chapter 11 Petition filed July 19, 2013
         See http://bankrupt.com/misc/miwb13-05835.pdf
         represented by: Scott A. Chernich, Esq.
                         FOSTER, SWIFT, COLLINS & SMITH, P.C.
                         E-mail: Jphillips@fosterswift.com

In re Lakes Region Donuts, Inc.
   Bankr. D. N.H. Case No. 13-11823
     Chapter 11 Petition filed July 19, 2013
         See http://bankrupt.com/misc/nhb13-11823.pdf
         represented by: Brian R. Barrington, Esq.
                         THE COOLIDGE LAW FIRM, PLLC
                         E-mail: coolidgelaw@usa.net

In re George A. Olsen
   Bankr. D. N.J. Case No. 13-25785
      Chapter 11 Petition filed July 19, 2013

In re Rita Roebuck
   Bankr. N.D. Ohio Case No. 13-33026
      Chapter 11 Petition filed July 19, 2013

In re J. Roebuck
   Bankr. N.D. Ohio Case No. 13-33026
      Chapter 11 Petition filed July 19, 2013

In re JC&H Inc.
        dba Lone Star Services Company
   Bankr. N.D. Tex. Case No. 13-43280
     Chapter 11 Petition filed July 19, 2013
         See http://bankrupt.com/misc/txnb13-43280.pdf
         represented by: Craig Douglas Davis, Esq.
                         DAVIS, ERMIS & ROBERTS, P.C.
                         E-mail: davisdavisandroberts@yahoo.com

In re Perfect Pitch 76, LLC
   Bankr. S.D. Tex. Case No. 13-70349
     Chapter 11 Petition filed July 19, 2013
         See http://bankrupt.com/misc/txsb13-70349.pdf
         represented by: Antonio Martinez, Jr., Esq.
                         LAW OFFICE OF ANTONIO MARTINEZ, JR., P.C.
                         E-mail: martinez.tony.jr@gmail.com

In re Mark Arnold
   Bankr. W.D. Wash. Case No. 13-44694
      Chapter 11 Petition filed July 19, 2013



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
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firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
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                  *** End of Transmission ***