TCR_Public/130802.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, August 2, 2013, Vol. 17, No. 212

                            Headlines

1 STOP: Voluntary Chapter 11 Case Summary
2279-2283 THIRD AVENUE: Court Sets Aug. 6 Hearing on Plan Outline
A.K. II: Voluntary Chapter 11 Case Summary
ABERDEEN LAND: Plan Disclosures Hearing Moved to Oct. 7
ADT CORP: S&P Lowers Corp. Credit Rating to 'BB-'; Outlook Stable

ALLIED SYSTEMS: Black Diamond, Spectrum Top Yucaipa in Debt Fight
AMERICAN AIRLINES: Objections to Disclosure Statement Filed
AMERICAN AIRLINES: Cantor Fitzgerald, US Bank Take on Ch. 11 Plan
AMERICAN AIRLINES: Wants to Expand Winstead Work
AMERICAN AIRLINES: Seeks to Hire Venable as Lobbyist

AMERICAN AIRLINES: Wins OK for Shook Hardy as Counsel
AMERICAN AIRLINES: Felsberg Pedretti Reclassified as OCP
AMERICAN HOUSING: Templeton Suit Not Certified for Direct Appeal
ATLANTIC POWER: S&P Raises Rating on $190MM 5.9% Sr. Notes to 'B'
AMERICAN ROADS: Case Summary & 30 Largest Unsecured Creditors

ANACOR PHARMACEUTICALS: Submits NDA for Tavaborole
ASMAR & SONS: Case Summary & 20 Largest Unsecured Creditors
ASPEN GROUP: Had $1.4 Million Net Loss During Transition Period
ATLANTIC COAST: Incurs $1.6 Million Net Loss in Second Quarter
AVANTAIR INC: Faces Chapter 7 Involuntary Case in Florida

BANK OF THE CAROLINAS: Had $965,000 Net Loss in Second Quarter
BATE LAND: Case Summary & 3 Unsecured Creditors
BELLE FOODS: Can Employ CMAG as Chief Restructuring Officer
BELLE FOODS: Has Interim OK to Borrow $33MM to Refinance Loans
BELLE FOODS: Court Approves 11-Member Creditors Committee

BELLE FOODS: Can Employ Food Partners as Investment Banker
BEULAH ROAD: Voluntary Chapter 11 Case Summary
BERGENFIELD SENIOR HOUSING: Court Sets Oct. 12 Auction for Assets
BERGENFIELD SENIOR: Has Interim OK to Use Rents Until Oct. 31
BIOVEST INTERNATIONAL: R. Osman Ownership at 26% as of July 18

BOYD GAMING: Moody's Rates New $1.75-Bil. Debt Facility 'Ba3'
BOYD GAMING: S&P Assigns 'BB-' Rating to $1.75BB Sr. Facility
CAESARS ENTERTAINMENT: Files Correct Version of Prepared Remarks
CAMCO FINANCIAL: To Hold "Say on Pay" Vote Every Three Years
CASH STORE: Michael Shaw Steps Down as Director

CHEYENNE HOTEL: Hearing on Amended Plan Outline Continued Wed.
CIRCLE STAR: Delays Form 10-K for Fiscal 2013
CLEAR CHANNEL: Names Former Time Warner Executive as President
COMMUNITY HEALTH: S&P Affirms B+ CCR & Alters Outlook to Negative
CORAL INVESTMENTS: Case Summary & 9 Unsecured Creditors

CUI GLOBAL: Has Exclusive License to VE-Probe and VE-Technology
CUMBERLAND CORRAL: Case Summary & 20 Largest Unsecured Creditors
CUMULUS MEDIA: Widens Net Income to $27.1 Million in Q2
D.R. HORTON: Fitch Rates New $400MM Senior Notes Due 2023 'BB'
D.R. HORTON: Moody's Rates New $400MM Sr. Unsecured Notes 'Ba2'

D.R. HORTON: S&P Assigns 'BB' Rating to $400MM Sr. Notes Due 2023
DETROIT, MI: Council Pursues Congressional Hearings on Bankruptcy
DIVINE MERCY: Updated Case Summary & Creditors' Lists
DTS8 COFFEE: Delays Form 10-K for Fiscal 2013
EARL SIMMONS: Rapper DMX Files for Bankruptcy

EDISON MISSION: Creditors Seek Permission to Sue Parent
EPIQ SYSTEMS: Moody's Assigns 'B1' CFR & Rates $400MM Debt 'B1'
EPIQ SYSTEMS: S&P Assigns 'BB-' CCR; Outlook Stable
EXCEL MARITIME: Creditors Plan to File Rival Chapter 11 Plan
FAIRFAX FINANCIAL: S&P Withdraws 'BB+' Ratings on Subsidiaries

FIRST DATA: Incurs $189.1 Million Net Loss in Second Quarter
FIRSTENERGY CORP: Fitch Downgrades Issuer Default Ratings to 'BB+'
GASCO ENERGY: Files Form 10-Q, Incurs $3 Million Net Loss in Q2
GELTECH SOLUTIONS: Director J. Eisenberg Resigns
GENERIC DRUG: New Term Loan and Revolver Gets Moody's B1 Rating

GULF STATES STEEL: 11th Cir. Clears Nucor of Antitrust Violations
HARDWOOD CABINETS: Case Summary & 17 Unsecured Creditors
HARMONY FOODS: S&P Withdraws 'B-' Corporate Credit Rating
HORIZON HEALTH: Case Summary & 20 Largest Unsecured Creditors
ICEF PUBLIC: S&P Assigns 'BB' Rating to 2013A & 2013B Bonds

ICEWEB INC: Amends Letter of Intent to Acquire CTC
IDERA PHARMACEUTICALS: Longwood Held 8.4% Equity Stake at May 29
INSPIREMD INC: First Patient Enrolled in MGuardTM Trial
INTERLINE BRANDS: S&P Lowers Corp. Credit Rating to 'B'
INTERPOOL INC: S&P Affirms 'B+' CCR; Outlook Stable

INTERTAPE POLYMER: Moody's Hikes CFR to B1 on Good Performance
INTRAOP MEDICAL: U.S. Trustee Takes Aim at Sale Process
IRENDA CORPORATION: Voluntary Chapter 11 Case Summary
IZEA INC: Borrows $200,000 From Director
J.H.M. DEVELOPERS: Voluntary Chapter 11 Case Summary

JEFFERSON COUNTY, AL: Water Utility Blasts Restructuring Plan
JELD-WEN INC: Moody's Lifts CFR to 'B2'; Outlook Stable
JENOO GROUP: Case Summary & 11 Unsecured Creditors
KFT LIMITED: Case Summary & 3 Unsecured Creditors
KIT DIGITAL: Shareholders Fail to Find Another Bidder

KNOWLEDGE UNIVERSE: Moody's Keeps B3 CFR on Canceled Refinancing
LANDAMERICA FINANCIAL: Court OKs LES Claims Resolution Protocol
LAZY DAYS: Bankruptcy Court Decision Not 'Advisory,' 3rd Circ.
LEHMAN BROTHERS: Unit to Face Aetna $49MM Suit, Appeals Ct. Rules
LEHMAN BROTHERS: Huron, 2 Others Win Final Fee Approval

LEHMAN BROTHERS: Trustee Wins OK for Schick as Special Counsel
LEHMAN BROTHERS: Trustee, CSP Ink Deal to Settle $14.6MM Claim
LEHMAN BROTHERS: UK Court Says Pensions Equal With Unsecureds
LEHMAN BROTHERS: HKMA, et al. Reach Deal on Lehman-Related Notes
LEWEL LLC: Case Summary & Unsecured Creditor

LIFE UNIFORM: Boris Segalis Appointed Consumer Privacy Ombudsman
LIFE UNIFORM: Cooley LLP Approved as Committee's Lead Counsel
LIFE UNIFORM: EisnerAmper Okayed as Panel's Financial Advisor
LIFE UNIFORM: Guggenheim Takes Over From Morgan Joseph
MAD MONEY: Case Summary & 5 Unsecured Creditors

MED-DEPOT INC: Case Summary & Largest Unsecured Creditors
MERISEL INC: Terminates Offerings Under Plans
MF GLOBAL: Unit Sues 11 Banks over CDS Market
MJM MANAGEMENT: Case Summary & 7 Unsecured Creditors
MOHEGAN TRIBAL: S&P Assigns 'CCC' Rating to $425MM Senior Notes

NATIONAL ED: Fitch Affirms 'BB' Subordinate Note Rating
NEXT 1 INTERACTIVE: Amends Form 10-Q for May 31 Quarter
NORTHEAST HOUSING: Moody's Affirms 'B1' Rating on $69MM Bonds
NUVILEX INC: Amends Form 10-K to Clarify Reporting Compliance
NY AFFORDABLE: Case Summary & 13 Unsecured Creditors

O'CONNOR DEVELOPMENT: Voluntary Chapter 11 Case Summary
ONCURE HOLDINGS: Court Approves Sale Guidelines, Breakup Fee
ONCURE HOLDINGS: Gets Final OK to Incur Postpetition Financing
OPPENHEIMER PARTNERS: Court Confirms Modified Plan
ORCKIT COMMUNICATIONS: In Talks to License CM-4000 Product Line

ORECK CORP: Aug. 27 Hearing on Crone Hawxhurst Hiring
ORECK CORP: Carl Marks OK'd to Provide Crisis Management Services
ORECK CORP: Panel May Hire Daniel H. Puryear as Nashville Counsel
ORECK CORP: Gavin/Solmonese Approved as Panel's Financial Advisor
OVERSEAS SHIPHOLDING: Can Hire Deloitte & Touche as Acctg. Advisor

OVERSEAS SHIPHOLDING: Gets Court OK on EUR349,000 Seafarers Deal
PASADENA ADULT RESIDENTIAL: Case Summary & 12 Unsecured Creditors
PATRIOT COAL: Retiree Committee Asks Court to Approve VEBA Trust
PATRIOT COAL: Can Pay Hedge Funds $2MM in Rights Offering Deal
PATRIOT COAL: Exclusive Periods Extension Sought

PATRIOT COAL: Hires GCP as Special Claims Administration Counsel
PATRIOT COAL: Wants Plan Filing Period Extended Until Dec. 1
PATRIOT COAL: Wants EBITDA Thresholds Under DIP Agreement Lowered
PENSON WORLDWIDE: Court Confirms 5th Amended Liquidation Plan
PEOPLES STORAGE: Voluntary Chapter 11 Case Summary

PERRY PUBLIC: Moody's Lowers General Obligation Rating to Ba1
PREMIERE ENTERPRISES: Case Summary & Top Unsecured Creditors
PRIMA INVESTMENTS: Case Summary & 18 Unsecured Creditors
PROGRESSIVE WASTE: Revised Leverage Target No Impact on Ratings
PROLOGIC MANGEMENT: Case Summary & 13 Unsecured Creditors

R4 VASCULAR: Case Summary & 18 Unsecured Creditors
RAAM GLOBAL: S&P Revises Outlook to Negative & Affirms 'B-' CCR
RADIOSHACK CORP: S&P Cuts Credit Rating to "CCC", Warns of Default
REGIONAL EMPLOYERS: Section 341(a) Meeting Set on Sept. 6
RESIDENTIAL CAPITAL: Rejecting 146 Executory Contracts

RESIDENTIAL CAPITAL: Bankr. Exit to Halt Law Firms' Fee Feast
RESIDENTIAL CAPITAL: Objects to Malinoswki's $138-Mil. Claim
RESIDENTIAL CAPITAL: Jr. Secured Noteholders Want Mediation
RESIDENTIAL CAPITAL: Bondholders Want Law Firms to Be Neutral
ROSE GARDEN: Voluntary Chapter 11 Case Summary

ROSETTA GENOMICS: Annual Meeting Adjourned to August 5
SCOTTSDALE VENETIAN: Plan Outline Hearing Begin
SCOTTSDALE VENETIAN: Can Use ADOR Cash Collateral Thru July 31
SCOTTSDALE VENETIAN: Can Hire Sierra Consulting as Finc'l. Advisor
SCOTTSDALE VENETIAN: Hutchinson Wants to Foreclose on Hotel Assets

SOLERA HOLDINGS: Case Summary & 12 Largest Unsecured Creditors
SMART TECHNOLOGIES: S&P Rates $125MM Sr. Secured Term Loan 'BB-'
SPEEDWAY PLAZA: Case Summary & 3 Unsecured Creditors
STRATFORD HOSPITALITY: Case Summary & Creditors List
T-REX PRODUCTS: Case Summary & 20 Largest Unsecured Creditors

THE C-NOTE: Voluntary Chapter 11 Case Summary
TRUE RELIGION: Moody's Lowers Rating on 1st Lien Loan to 'B2'
WHEELER RENTAL: Case Summary & 20 Largest Unsecured Creditors
WINDMILL DURANGO: Case Summary & 9 Unsecured Creditors
YISHLAM INC: Great Central's Bid for SARE Declaration Tossed

YORKSHIRE SUPPLY: Case Summary & 20 Largest Unsecured Creditors
YRC WORLDWIDE: Moody's Changes Outlook on Caa3 CFR to Positive
ZENITH NATIONAL: S&P Keeps BB+ Rating & Alters Outlook to Stable

* Bankruptcy Filings Down 13 Percent in June 2013

* BOOK REVIEW: The Oil Business in Latin America: The Early Years

                            *********

1 STOP: Voluntary Chapter 11 Case Summary
-----------------------------------------
Debtor: 1 Stop Auto Shop Inc.
        2675 East Andrew Road
        Post Office Box 384
        Sherman, IL 62684

Bankruptcy Case No.: 13-71471

Chapter 11 Petition Date: July 26, 2013

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

Judge: Mary P. Gorman

Debtor's Counsel: James R. Enlow, Esq.
                  ENLOW LAW OFFICE
                  2050 W. Iles Avenue, Suite G-1
                  Springfield, IL 62704
                  Tel: (217) 679-0683
                  Fax: (217) 726-8861
                  E-mail: jre@enlowlaw.net

Estimated Assets: $500,001 to $1,000,000

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

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

The petition was signed by Thomas W. Hollinshead, Jr., president.


2279-2283 THIRD AVENUE: Court Sets Aug. 6 Hearing on Plan Outline
-----------------------------------------------------------------
The hearing to consider the approval of the disclosure
statement explaining the Joint Plant of Reorganization proposed by
debtor 2279-2283 Third Avenue Associates LLC and senior lender
LSV-JCR 124th LLC is set for Aug. 6, 2013, at 10:00 a.m.

According to papers filed with the Court in late June, the Plan
provides that the secured lender will fund all distributions to be
made under the Joint Plan.

Holders of priority claims (Class 1) and governmental authority
lien claims (Class 2) are unimpaired.  The senior lender (Class 3)
and general unsecured creditors (Class 4) are impaired and
entitled to vote on the Plan.  Holders of equity interests (Class
5) won't receive any distributions and are thus deemed to have
rejected the Plan.

On the effective date, on account of the senior lender's allowed
secured claim, the Debtor will transfer title of its property to
the lender's buyer designee.  The senior lender will wait its
right to a distribution on account of its unsecured claim.  The
senior lender is expected to have a recovery of 96%.

Holders of general unsecured claims, estimated at $750,000 on the
Effective Date, or as soon as practicable thereafter, split the
$100,000 that's being provided by the senior lender.  Estimated
recovery is 13.5%.

A copy of the Disclosure Statement for the Joint Plan dated June
27, 2013, is available at
http://bankrupt.com/misc/2279-2283third.doc37.pdf

                   About 2279-2273 Third Avenue

2279-2283 Third Avenue Associates LLC and 2279-2283 Third Avenue
Development LLC sought Chapter 11 bankruptcy protection (Bankr.
S.D.N.Y. Case Nos. 12-13092 and 12-13093) on July 17, 2012.
Jonathan S. Pasternak, Esq., at DelBello Donnellan Weingarten Wise
& Wiederkehr, LLP, in White Plains, N.Y., represents the Debtors
as counsel.

Third Avenue Associates owns two contiguous multi residential
buildings located at 2279-2283 Third Avenue, in New York.  Third
Avenue Development is the sole member of Associates.  The Property
is Associate's primary asset, while Development's membership
interests in Associates is its sole asset.  Debtor 2279-2283 Third
Avenue disclosed $14,839,697 in assets and $16,973,992 in
liabilities as of the Chapter 11 filing.

The managing member of each of the Debtors is Michael Waldman.  He
is also the managing member of 3210 Riverdale Associates LLC and
the managing member of the sole member of 3210 Riverdale
Development LLC, other Chapter 11 proceedings currently pending
before the SDNY Court under Case Nos. 12-11286 and 12-11109.

Third Avenue Associates obtained financing from commerce bank of
$14 million and Development obtained mezzanine financing from HSBC
Capital (USA) Inc. in the amount of $6 million.  HSBC refused to
grant additional $700,000 in financing requested by the Debtor to
fund build-outs required by the Internal Revenue Service.

The Commerce note -- which was assigned to TD Bank and then to
LSV-JCR 124th LLC -- was secured by a mortgage on the Properties,
and the HSBC obligation is secured by a mortgage on Associates'
membership interest owned by Development.

The HSBC note matured in 2011 and HSBC called the loan into
default and commenced foreclosure action.  The state court entered
an order appointing Steven Weiss as receiver of rents.  THSBC has
assigned its mezzanine note to LCP-GC LLC.

On July 3, 2012, the Debtors and their two secured lenders, LSV-
JCR 124th LLC and LCP-GC LLC entered into a settlement that
requires the Debtors to transfer ownership of the buildings to the
secured lenders through a Chapter 11 plan.

Judge James Peck oversees the case.  No trustee, examiner or
official committee has been appointed in the cases.


A.K. II: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: A.K. II, LLC
        20700 Harper
        Harper Woods, MI 48225

Bankruptcy Case No.: 13-54245

Chapter 11 Petition Date: July 24, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Marci B. McIvor

Debtor's Counsel: Robert N. Bassel, Esq.
                  P.O. Box T
                  Clinton, MI 49236
                  Tel: (248) 677-1234
                  Fax: (248) 369-4749
                  E-mail: bbassel@gmail.com

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

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

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

The petition was signed by Ammar Kattoula, principal.


ABERDEEN LAND: Plan Disclosures Hearing Moved to Oct. 7
-------------------------------------------------------
The hearing to consider the disclosure statement filed by Aberdeen
Land II, LLC, in support of its proposed Chapter 11 Plan,
originally slated for Sept. 24, 2013, at 1:30 p.m., has been
rescheduled for Oct. 7, 2013, at 11:00 a.m.

According to the Disclosure Statement dated as of July 23, 2013,
the Plan provides for the continued operation of the Debtor's
property, by and through the reorganized debtor in accordance with
the Plan.  Further, the Plan provides for cash payments to holders
of allowed Claims in certain instances and for the transfer of
property to certain Holders of allowed secured claims as the
indubitable equivalent of such allowed secured claims.

The primary source of the funds necessary to implement the Plan
initially will be the cash of the Reorganized Debtor, the funds
available to the Reorganized Debtor from the exit financing to be
provided by Aberdeen Land, LLC, and the sales of portions or all
of The Aberdeen real property.

At the present time, the Debtor believes it will have sufficient
funds as of the Effective Date to pay in full the expected
payments required under the Plan, including to the Holders of
allowed administrative claims, allowed priority claims, and
allowed claims in Classes 2A, 2B, 3C and 3D.  Cash payments to be
made under the Plan after the Effective Date to the holders of
allowed unsecured claims (Class 6) will be derived from the
operations of Reorganized Debtor and/or from the exit financing.

As set forth in the projections, the Reorganized Debtor will
require approximately six months after the Effective Date to
obtain the necessary approvals and perform the initial work
required to prepare the Aberdeen real property for development and
then sale in accordance with the Plan.

Under the Plan, each Holder of an Allowed Unsecured Claim will
receive Cash from the Reorganized Debtor in an amount equal to
100% of such allowed unsecured claim, plus postpetition interest,
six months after the Effective Date.

On the Effective Date, the legal, equitable and contractual rights
of the holders of the equity interests (Class 7) will be
unaltered.

A copy of the Disclosure Statement is available at:

         http://bankrupt.com/misc/aberdeenland.doc32.pdf

                      About Aberdeen Land II

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

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

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


ADT CORP: S&P Lowers Corp. Credit Rating to 'BB-'; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Boca Raton, Fla.-based residential and small business
alarm monitoring company ADT Corp. to 'BB-' from 'BBB-'.  S&P
lowered the short-term rating to 'B' from 'A-3'.  The outlook
is stable.

In addition, S&P lowered the rating on the senior unsecured notes
to 'BB-' from 'BBB-' and assigned its recovery rating of '3' to
the notes.  The '3' recovery indicates expectations for meaningful
(50% to 70%) recovery of principal in the event of a payment
default.

"The downgrade reflects ADT's revised and more aggressive
financial policy, that will increase leverage to a targeted 3.0x
level [corresponding to Standard & Poor's adjusted leverage of the
high-5x area] from the company's current leverage target of 2.0x
[which corresponds to Standard & Poor's adjusted leverage of
around 4x]," said Standard & Poor's credit analyst Katarzyna
Nolan.

The company intends to accelerate growth by pursuing acquisitions
with the additional debt, while also continuing shareholder
returns.

S&P is maintaining its "satisfactory" business risk profile
evaluation for ADT.  The company has strong brand-name
recognition, scale, and a leading market position in the
residential alarm monitoring industry.  S&P expects ADT to retain
its leading market share in the residential alarm monitoring
industry, especially given its accelerated growth plans.  In
addition, the company's significant revenue visibility and low
market penetration rates provides support for its business risk
evaluation.

The stable outlook reflects ADT's clear market leadership position
and S&P's expectation that its recurring revenue model will result
in consistent free cash flow generation.  S&P could lower the
rating if adjusted debt to adjusted EBITDA is likely to remain in
the high-6x area or adjusted FOCF to debt is below 5% on a
sustained basis because of weaker operations, acquisitions, or
shareholder-friendly initiatives.

A higher rating would be unlikely for the near-to-intermediate
term, based on the company's revised financial policy and S&P's
expectation of adjusted leverage in excess of 5x.


ALLIED SYSTEMS: Black Diamond, Spectrum Top Yucaipa in Debt Fight
-----------------------------------------------------------------
Jamie Santo of BankruptcyLaw360 reported that resolving a fight
between private equity firms that has dominated Allied Systems
Holdings Inc.'s Chapter 11 proceedings, a Delaware bankruptcy
judge ruled that units of Black Diamond Capital Partners LLC and
Spectrum Investment Partners LP, not Yucaipa Cos. LLC, controlled
the car carrier's first-lien debt.

According to the report, ruling from the bench, U.S. Bankruptcy
Judge Christopher S. Sontchi granted Black Diamond and Spectrum's
request for summary judgment and found the firms held "requisite
lender" status under the $265 million credit agreement.

                        About Allied Systems

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

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

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Objections to Disclosure Statement Filed
-----------------------------------------------------------
BankruptcyData reported that multiple parties -- including the Los
Angeles County Treasurer and Tax Collector, U.S. Bank National
Association, Aeritas, Cantor Fitzgerald, the US Airline Pilots
Association (USAPA), Allegheny County, the City of Fort Worth, the
Alliance Airport Authority, Denton County, Miami-Dade County Tax
Collector, the Supplement B pilot beneficiaries and the American
Independent Cockpit Alliance -- filed with the U.S. Bankruptcy
Court separate objections to AMR's Second Amended Joint Chapter 11
Plan.

The USAPA states, "Specifically, Debtors fail to establish a
business plan for their regional carriers, most importantly
American Eagle, one of the core components of their
business...USAPA is also aware of recent reports that the American
Eagle pilots have rejected US Airways' reported proposal to them
for contract concessions. Having failed to set forth and explain
their plan as to American Eagle, a core component of their
business, as well as their plans for their other regional
carriers, Debtors have failed to establish the feasibility of
their Plan of Reorganization."

U.S. Bank National Association, solely in its capacity as
indenture trustee states, "The Plan designates claims in respect
of the Senior Secured Notes (the 'Senior Secured Note Claim') as
unimpaired. The Debtors have elected to cure and reinstate the
Senior Secured Notes 'so as to leave unaltered the legal,
equitable, or contractual rights to which the holder of such
Allowed Senior Secured Note Claim is entitled.' The Debtors,
however, have refused to disclose the amount they propose to pay
in order to cure existing defaults under the Senior Secured Notes,
and the Disclosure Statement dictates that whatever cure the
Debtors eventually submit will exclude the contractual 1% default
interest rate and may exclude the contractual fees and expenses of
the Indenture Trustee and the Collateral Trustee (collectively,
the 'Trustees') as well. Payment of those amounts is required for
two reasons. First, absent default interest and the Trustees' fees
and expenses, the Plan alters the legal, equitable, and
contractual rights in respect of the Senior Secured Notes and
renders the Senior Secured Notes Claim impaired...Second, section
506(b) of the Bankruptcy Code requires payment of contractual
default interest, fees and expenses in respect of over secured
claims (like the Senior Secured Notes Claim) in cases like these,
particularly where the Debtors are solvent, unsecured creditors
are to be paid in full, and holders of equity interests are to
receive distributions valued at more than $1.4 billion."

The Court previously scheduled an August 15, 2013 hearing to
consider Plan confirmation.

                      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, US Bank Take on Ch. 11 Plan
-----------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that Cantor
Fitzgerald & Co., U.S. Bank NA and the U.S. Airline Pilots
Association, alongside others, challenged AMR Corp.'s
reorganization plan that would allow it to effectuate a massive
merger with US Airways Group Inc.

According to the report, with the American Airlines Inc. parent
company's plan confirmation hearing just weeks away, the
objections are the last round of obstacles the holding company
must overcome before it can exit bankruptcy and join forces with
US Airways, which will create the largest carrier in the world.

                      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: Wants to Expand Winstead Work
------------------------------------------------
AMR Corp. has filed an application seeking court approval to
expand the scope of services of Winstead PC.

AMR wants the firm to also represent the company and its
affiliated debtors in matters involving employee health and
welfare benefits.

Winstead will charge for its services on an hourly basis in one-
tenth hour increments.  Its hourly rates range from $325 to $670
for shareholders and counsel, $250 to $425 for associates, and
$100 to $240 for paraprofessionals.  The firm will also seek
reimbursement for work-related expenses.

The firm does not represent any interest adverse to AMR,
according to a declaration by Phillip Lamberson, Esq. --
plamberson@winstead.com -- a shareholder of Winstead.

                     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: Seeks to Hire Venable as Lobbyist
----------------------------------------------------
AMR Corp. received the green light from the U.S. Bankruptcy Court
in Manhattan to hire Venable, LLP, as its special counsel to
provide legal services to the company related to lobbying, tax,
pension, aviation and security issues.

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, have already
exceeded 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.

Venable will continue to provide legal services related to
lobbying, tax, pension, aviation and security issues in the
ordinary course of business.  The firm will charge for its
services on an hourly basis and will seek reimbursement for work-
related expenses.  Its hourly rates range from $470 to $1,075 for
partners, $435 to $810 for counsel, $295 to $575 for associates,
and $165 to $340 for paraprofessionals.

Edward Smith, Esq. -- easmith@Venable.com -- a partner at
Venable, disclosed in a court filing that his firm does not
represent any interest adverse to AMR and its affiliated debtors.

                      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: Wins OK for Shook Hardy as Counsel
-----------------------------------------------------
Judge Sean Lane approved the application of AMR Corp. to hire
Shook Hardy & Bacon LLP as its special counsel.

The firm was initially hired by AMR to provide legal services in
the ordinary course of business.  Its fees, however, have already
exceeded the $50,000 monthly fee cap, compelling the company to
file the application pursuant to Section 327 of the Bankruptcy
Code.

Shook Hardy will continue to provide the same services related to
various intellectual property issues, including investigation and
prosecution with respect to the infringement of AMR's trademarks
and brand.

The firm will be paid for its services on an hourly basis and
will receive reimbursement for work-related expenses.  Its hourly
rates range from $570 to $250 for attorneys, and $205 to $170 for
paraprofessionals.

The firm does not represent any interest adverse to AMR and its
affiliated debtors, according to a declaration by Mark
Moedritzer, Esq. -- mmoedritzer@sbh.com -- a partner at Shook
Hardy.

                      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: Felsberg Pedretti Reclassified as OCP
--------------------------------------------------------
AMR Corp. and Felsberg Pedretti e Mannrich Advogados e
Consultores Legais signed a stipulation to reclassify the firm as
an "ordinary course" professional.

Felsberg was originally hired as an ordinary course professional
to represent AMR in various legal matters in Brazil under a court
order dated Jan. 17, 2012.  Early last year, the company filed an
application to employ the firm as special counsel, which was
approved by a bankruptcy court on May 11, 2012.

Pursuant to the agreement, Felsberg's fees will be governed by
the Jan. 17 order and will no longer be governed by the May 11
order.  The firm, however, will not be subject to the fee caps
for ordinary course professionals.  The stipulation can be
accessed for free at http://is.gd/T17fBu

Under the Jan. 17 order, monthly fees for ordinary course
professionals are capped at $50,000.  If payments exceed $500,000
over the course of AMR's bankruptcy case, the company is required
to file an application to retain those professionals pursuant to
Section 327 of the Bankruptcy Code.

                      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 HOUSING: Templeton Suit Not Certified for Direct Appeal
----------------------------------------------------------------
Bankruptcy Judge Robert L. Jones denied certification of the
adversary proceeding WALTER O'CHESKEY, as Trustee of American
Housing Foundation Liquidating Trust, Plaintiff v. ROBERT L.
TEMPLETON, Defendant, Adv. No. 10-02016 (Bankr. N.D. Texas), for
direct appeal to the U.S. Court of Appeals for the Fifth Circuit.
A copy of the Bankruptcy Court's July 19, 2013 Memorandum Opinion
and Order is available at http://is.gd/7d9b1hfrom Leagle.com.


ATLANTIC POWER: S&P Raises Rating on $190MM 5.9% Sr. Notes to 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its issue-level
rating on the $190 million 5.9% senior unsecured notes due 2014
issued by Curtis Palmer LLC to 'B' from 'B-', based on a revision
in the recovery rating on this debt to '3' from '5'.  The revision
reflects a reduction in the level of debt guaranteed by this
entity, which enhances the recovery prospects of the remaining
debt where Curtis Palmer is an obligor.  Curtis Palmer is rated on
a consolidated basis with its parent Atlantic Power Corp., which
is rated 'B' with a stable outlook.  No other ratings are affected
by the revised guarantee structure.  Atlantic Power is a U.S.
electric power developer and operator that has a portfolio of 29
operational power assets in 11 states and two Canadian provinces
representing about 2,098 megawatts.  Curtis Palmer owns a 60 MW
run-of-river hydroelectric generating facility on the Hudson River
near Corinth, N.Y. that has a long-term power purchase agreement
with Niagara Mohawk Power Corp.  S&P will publish a full updated
recovery report covering its recovery analysis on Atlantic Power
and its subsidiaries shortly.

RATINGS LIST

Atlantic Power Corp.
  Corporate credit rating       B/Stable

Ratings Raised                  To           From
Curtis Palmer LLC
  Senior unsecured              B            B-
  Recovery Rating               3            5


AMERICAN ROADS: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: American Roads LLC
             aka Alinda Roads LLC
                 Maccquarie Small Cap Roads, LLC
             100 East Jefferson Avenue
             Detroit, MI 48226

Bankruptcy Case No.: 13-12412

Affiliates that simultaneously filed for Chapter 11:

        Debtor                                    Case No.
        ------                                    --------
American Roads Holding LLC                        13-12413
Alabama Black Warrior Parkway, LLC                13-12414
Alabama Emerald Mountain Expressway Bridge, LLC   13-12415
Alabama Toll Operations, LLC                      13-12416
The Baldwin County Bridge Company L.L.C.          13-12417
Central Alabama River Parkway, LLC                13-12418
Detroit Windsor Tunnel LLC                        13-12419
DWT, Inc.                                         13-12420
American Roads Technologies, Inc.                 13--12421

Chapter 11 Petition Date: July 25, 2013

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Judge: Burton R. Lifland

Debtors' Counsel: Sean A. O'Neal, Esq.
                  CLEARY GOTTLIEB STEEN & HAMILTON, LLP
                  One Liberty Plaza
                  New York, NY 10006
                  Tel: (212) 225-2416
                  Fax: (212) 225-3999
                  E-mail: soneal@cgsh.com

Debtors'
Financial
Advisor:          GREENHILL & CO., LLC
                  PROTIVITI, INC.

Debtors'
Notice and
Claims Agent:     EPIQ BANKRUPTCY SOLUTIONS, LLC

Lead Debtor's
Estimated Assets: $100,000,001 to $500,000,000

Lead Debtor's
Estimated Debts: $500,000,001 to $1 billion

The petitions were signed by Neal Belitsky, chief executive
officer.

Debtors' Consolidated List of Their 30 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
The Bank of New York Mellon        Bond Debt          $298,000,000
101 Barclay Street, Floor 8W
New York, NY 10286

The Bank of New York Mellon        Bond Debt          $198,000,000
101 Barclay Street, Floor 8W
New York, NY 10286

Enwin Utilities                    Trade Debt              $48,496
787 Oulette Ave
P.O. Box 1625 Station A
Windsor, ON N9A 577

DTE Energy                         Trade Debt              $25,777

Personnel Staffing, Inc.           Trade Debt               $7,155

Mike Lee                           Trade Debt               $6,188

Alabama Power Company              Trade Debt               $3,388

Holland Chemical & Janitorial      Trade Debt               $3,276

Waddick Fuels                      Trade Debt               $2,062

Allied Electronics                 Trade Debt               $2,051

Long's Human Resource Services     Trade Debt               $1,867

Accountemps                        Trade Debt               $1,611

Actuarial Solutions, Inc.          Trade Debt               $1,500

Trevor Pearce                      Trade Debt               $1,275

Target Building Materials          Trade Debt               $1,051

Verizon Wireless                   Trade Debt                 $880

Personnel by Pro Staff             Trade Debt                 $810

WFS Ltd.                           Trade Debt                 $689

Software Creations                 Trade Debt                 $648

Patco Electrical Contractors       Trade Debt                 $588

Dillon Consulting Limited          Trade Debt                 $564

Pitney Bowes Global Financial      Trade Debt                 $450

Concentra Medical Centers          Trade Debt                 $431

Northstream Networks               Trade Debt                 $428

Advance Plumbing and Heating       Trade Debt                 $413

Mc Business Solutions Ltd.         Trade Debt                 $229

Waste Management of Al-Mobile      Trade Debt                 $156

Copy Products Company              Trade Debt                 $127

YP LLC                             Trade Debt                 $101

Federal Express                    Trade Debt                 $50


ANACOR PHARMACEUTICALS: Submits NDA for Tavaborole
--------------------------------------------------
Anacor Pharmaceuticals submitted its New Drug Application to the
U.S. Food and Drug Administration for tavaborole, its drug
candidate for the topical treatment of onychomycosis.
Onychomycosis is a fungal infection of the nail and nail bed that
affects approximately 35 million people in the United States.

"The submission of the NDA is a significant milestone for Anacor,"
said David Perry, Anacor's chief executive officer.  "Anacor was
founded eleven years ago based on the promise of boron chemistry.
Tavaborole is the first drug in our pipeline to reach this
important milestone, and I'd like to acknowledge and thank the
entire Anacor team for their hard work, dedication and
persistence."

Anacor announced earlier this year that tavaborole achieved
statistically significant and clinically meaningful results on all
primary and secondary endpoints in two Phase 3 pivotal studies of
tavaborole to treat onychomycosis topically without concomitant
debridement.  The only currently FDA-approved topical treatment
for onychomycosis is approved with concomitant nail debridement,
and currently approved oral therapies have been associated with
rare but serious safety issues.

                           About Anacor

Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a
biopharmaceutical company focused on discovering, developing and
commercializing novel small-molecule therapeutics derived from its
boron chemistry platform.  Anacor has discovered eight compounds
that are currently in development.  Its two lead product
candidates are topically administered dermatologic compounds-
tavaborole, an antifungal for the treatment of onychomycosis, and
AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of
atopic dermatitis and psoriasis.

The Company's balance sheet at March 31, 2013, showed
$37.4 million in total assets, $45.4 million in total liabilities,
and a stockholders' deficit of $8.0 million.

"Since inception, the Company has generated an accumulated deficit
as of March 31, 2013, of approximately $230.3 million, and will
require substantial additional capital to fund research and
development activities, including clinical trials for its
development programs and preclinical activities for its product
candidates."

As reported in the TCR on March 2, 2013, Ernst & Young LLP, in
Redwood City, California, expressed substantial doubt about
Anacor's ability to continue as a going concern, citing the
Company's recurring losses from operations and its need for
additional capital.


ASMAR & SONS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Asmar & Sons, Inc.
          dba Vineyards Wine Cellar
        32418 Northwestern Highway
        Farmington, MI 48334-1444

Bankruptcy Case No.: 13-54218

Chapter 11 Petition Date: July 24, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtors' Counsel: Mark H. Shapiro, Esq.
                  STEINBERG SHAPIRO & CLARK
                  25925 Telegraph Road, Suite 203
                  Southfield, MI 48033-2518
                  Tel: (248) 352-4700
                  Fax: (248) 352-4488
                  E-mail: shapiro@steinbergshapiro.com

Estimated Assets: $0 to $50,000

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

Affiliates that simultaneously filed Chapter 11 petitions:

        Entity                        Case No.
        ------                        --------
Washington Square I, LLC              13-54220
  Assets: $100,001 to $500,000
  Debts: $1,000,001 to $10,000,000
Ryiadh and Majida Asmar               13-54215
Roberts Property Associates, LLC      13-54223

The petitions were signed by Ryiadh Asmar, principal.

A. Asmar & Sons' list of its 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/mieb13-54218.pdf

B. Washington Square I's list of its five unsecured creditors is
available for free at: http://bankrupt.com/misc/mieb13-54220.pdf


ASPEN GROUP: Had $1.4 Million Net Loss During Transition Period
---------------------------------------------------------------
Aspen Group, Inc., filed with the U.S. Securities and Exchange
Commission its annual report on Form 10-KT for the transition
period from Jan. 1, 2013, through April 30, 2013.  The Company's
Board of Directors approved a change in the Company's fiscal year-
end from December 31 to April 30, with the change to the calendar
year reporting cycle beginning May 1, 2013.

For the four months ended April 30, 2013, the Company incurred a
net loss of $1.40 million on $1.22 million of revenues, as
compared with a net loss of $2.21 million on $745,656 of revenues
for the same period during the prior year.

The Company reported a net loss of $6.01 million on $2.68 million
of revenues for the year ended Dec. 31, 2012, as compared with a
net loss of $2.13 million on $2.34 million of revenues during the
prior year.

As of April 30, 2013, the Company had $3.40 million in total
assets, $2.80 million in total liabilities and $594,375 in total
stockholders' equity.

Salberg & Company, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the transition period ending April 30, 2013.  The independent
auditors noted that the Company has a net loss allocable to common
stockholders and net cash used in operating activities for the
four months ended April 30, 2013, of $1,402,982 and $918,941,
respectively, and has an accumulated deficit of $12,740,086 at
April 30, 2013.  These matters raise substantial doubt about the
Company's ability to continue as a going concern.

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

                        http://is.gd/aLsQf8

                         About Aspen Group

Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in
1987 as the International School of Information Management.  On
Sept. 30, 2004, it was acquired by Higher Education Management
Group, Inc., and changed its name to Aspen University Inc.  On
May 13, 2011, the Company formed in Colorado a subsidiary, Aspen
University Marketing, LLC, which is currently inactive.  On
March 13, 2012, the Company was recapitalized in a reverse merger.

Aspen's mission is to become an institution of choice for adult
learners by offering cost-effective, comprehensive, and relevant
online education.  Approximately 88 percent of the Company's
degree-seeking students (as of June 30, 2012) were enrolled in
graduate degree programs (Master or Doctorate degree program).
Since 1993, the Company has been nationally accredited by the
Distance Education and Training Council, a national accrediting
agency recognized by the U.S. Department of Education.


ATLANTIC COAST: Incurs $1.6 Million Net Loss in Second Quarter
--------------------------------------------------------------
Atlantic Coast Financial Corporation reported financial results
for the second quarter and six months ended June 30, 2013.

For the second quarter of 2013, the Company incurred a net loss of
$1.55 million on $7.38 million of interest income for the three
months ended June 30, 2013, as compared with a net loss of $2.99
million on $8.62 million of interest income for the second quarter
of 2012.  For the first six months of 2013, the net loss totaled
$3.6 million or $1.43 per diluted share compared with a net loss
in the year-earlier period of $4.7 million or $1.89 per diluted
share.

At June 30, 2013, the Company had $747.85 million in total assets,
$710.98 million in total liabilities and $36.87 million in
stockholders' equity.

                        Regulatory Capital

The Company has experienced steady erosion of its capital due to
significant net losses over the past five consecutive years.
Effective Aug. 10, 2012, the Bank's Board of Directors agreed to
the issuance of a Consent Order by the Office of the Comptroller
of the Currency.  Among other things, the Order calls for the Bank
to achieve and maintain a Tier 1 capital ratio of 9 percent of
adjusted total assets and a Total risk-based capital ratio of 13
percent of risk-weighted assets by Dec. 31, 2012.  The Bank was
not in compliance with the capital levels required by the Order at
Dec. 31, 2012, and remained non-compliant at June 30, 2013.

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

                         http://is.gd/NW1pkO

                        About Atlantic Coast

Jacksonville, Florida-based Atlantic Coast Financial Corporation
is the holding company for Atlantic Coast Bank, a federally
chartered and insured stock savings bank.  It is a community-
oriented financial institution serving northeastern Florida and
southeastern Georgia markets through 12 locations, with a focus on
the Jacksonville metropolitan area.

The Company reported a net loss of $6.66 million on $33.50 million
of total interest and dividend income for the year ended Dec. 31,
2012, as compared with a net loss of $10.28 million on $38.28
million of total interest and dividend income in 2011.

McGladrey LLP, in Jacksonville, Florida, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that the
Company has suffered recurring losses from operations that have
adversely impacted capital at Atlantic Coast Bank.  The failure to
comply with the regulatory consent order may result in Atlantic
Coast Bank being deemed undercapitalized for purposes of the
consent order and additional corrective actions being imposed that
could adversely impact the Company's operations.  This raises
substantial doubt about the Company's ability to continue as a
going concern.


AVANTAIR INC: Faces Chapter 7 Involuntary Case in Florida
---------------------------------------------------------
Certain creditors of Avantair, Inc., filed an involuntary petition
in the United States Bankruptcy Court, Middle District of Florida,
pursuant to Chapter 7 of Title 11 of the United States Code on
July 25, 2013.  A trustee has not been appointed and the Company
has 21 days to respond to the petition, during which time it will
continue to operate its business.  The Company has retained
counsel in connection with the filing and is investigating the
merits of the petition.

Meanwhile, Bret A. Holmes resigned his position as Chief Financial
Officer of the Company to pursue other opportunities effective
July 26, 2013.

                         About Avantair Inc.

Headquartered in Clearwater, Fla., Avantair, Inc. (OTC BB: AAIR)
-- http://www.avantair.com/-- sells fractional ownership
interests in, and flight hour card usage of, professionally
piloted aircraft for personal and business use, and the management
of its aircraft fleet.  According to AvData, Avantair is the fifth
largest company in the North American fractional aircraft
industry.

Avantair also operates fixed flight based operations (FBO) in
Camarillo, California and in Caldwell, New Jersey.  Through these
FBOs and its headquarters in Clearwater, Florida, Avantair
provides aircraft maintenance, concierge and other services to its
customers as well as to the Avantair fleet.

For the nine months ended March 31, 2013, the Company incurred a
net loss attributable to common stockholders of $11.56 million on
$113.02 million of total operating revenue, as compared with a net
loss attributable to common stockholders of $5.43 million on
$131.51 million of total operating revenue for the same period a
year ago.

As of March 31, 2013, the Company had $78.25 million in total
assets, $125.11 million in total liabilities, $14.86 million in
series A convertible preferred stock, and a $61.72 million total
stockholders' deficit.

"If we cannot generate the required revenues and gross margin to
achieve profitability or obtain additional capital on acceptable
terms, we will need to substantially revise our business plan in
order to continue operations and an investor could suffer the loss
of a significant portion or all of his investment in our Company.
The factors described herein raise substantial doubt about our
ability to continue as a going concern," according to the
Company's quarterly report for the period ended March 31, 2013.


BANK OF THE CAROLINAS: Had $965,000 Net Loss in Second Quarter
--------------------------------------------------------------
Bank of the Carolinas Corporation reported financial results for
the three- and six-month periods ended June 30, 2013.

The Company reported a net loss available to common shareholders
of $965,000 on $3.74 million of total interest income for the
second quarter of 2013, as compared with a net loss available to
common shareholders of $170,000 on $4.16 million of total interest
income for the same period a year ago.

For the six months ended June 30, 2013, the Company incurred a net
loss available to common shareholders of $774,000 on $7.56 million
of total interest income, as compared with a net loss available to
common shareholders of $2.88 million on $8.70 million of total
interest income for the same period during the prior year.

As of June 30, 2013, the Company had $428.96 million in total
assets, $422.73 million in total liabilities and $6.23 million in
total shareholders' equity.

President and CEO, Stephen R. Talbert, said, "We continue to make
progress for our shareholders and will work hard each and every
day to make Bank of the Carolinas even better."

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

                       http://is.gd/btnSo3

                     About Bank of the Carolinas

Mocksville, North Carolina-based Bank of the Carolinas Corporation
was formed in 2006 to serve as a holding company for Bank of the
Carolinas.  The Bank's primary market area is in the Piedmont
region of North Carolina.

Bank of the Carolinas disclosed a net loss available to common
stockholders of $5.53 million in 2012, a net loss available to
common stockholders of $29.18 million in 2011 and a net loss
available to common stockholders of $3.56 million in 2010.

Turlington and Company, LLP, in Lexington, North Carolina, issued
a "going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has suffered recurring credit
losses that have eroded certain regulatory capital ratios.  As of
Dec. 31, 2012, the Company is considered undercapitalized based on
their regulatory capital level.  This raises substantial doubt
about the Company's ability to continue as a going concern.


BATE LAND: Case Summary & 3 Unsecured Creditors
-----------------------------------------------
Debtor: Bate Land & Timber, LLC
        P.O. Box 1969
        Shallotte, NC 28459

Bankruptcy Case No.: 13-04665

Chapter 11 Petition Date: July 25, 2013

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Stephani W. Humrickhouse

Debtor's Counsel: George M. Oliver, Esq.
                  OLIVER FRIESEN CHEEK, PLLC
                  P.O. Box 1548
                  New Bern, NC 28563
                  Tel: (252) 633-1930
                  Fax: (252) 633-1950
                  E-mail: efile@ofc-law.com

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

Estimated Debts: $100,001 to $500,000

The petition was signed by Brad Cheers, manager.

Debtor's List of Its Three Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Paramounte Engineering            --                       $43,548
5911 Oleander Drive, Suite201
Wilmington, NC 28403

Forestree, Inc.                    --                       $8,000
2923 Sweet Home Church Road
Elizabethtown, NC 28337

Haden Stanziale PA, Inc.           --                         $504
220 W. Main Street, Suite560
Durham, NC 27705


BELLE FOODS: Can Employ CMAG as Chief Restructuring Officer
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
entered on July 26, 2013, a final order authorizing Belle Foods,
LLC, to employ Carl Marks Advisory Group LLC as its financial and
management consultant and as its Chief Restructuring Officer.

According to papers filed with the Court on July 24, 2013, Mr. J.
Jette Campbell will serve as the Debtor's CRO and certain other
CMAG personnel will assist as Additional Personnel.

CMAG will provide, among others, these services:

  (a) review Belle's current financial condition and the related
financial projections along with their underlying assumptions to
determine the viability of the Company and the liquidity
requirements related thereto, and assist in the preparation of
financial information for distribution to the Company's
constituents, including, without limitation, cash flow projections
and budgets, cash receipts and disbursement analysis, analysis of
various asset and liability accounts and analysis of proposed
transactions for which Bankruptcy Court approval is sought;

  (b) review, analyze and, if necessary, assist Belle in
developing, cash flow forecasts and liquidity budgets to help
manage cash and monitor DIP financing as necessary;

  (c) advise Belle on negotiations with key constituents;

  (d) assist and advise Belle in formulating a restructuring plan
and assist in the implementation of that plan, including actions
intended to improve profitability that may involve operational
changes and rejection of executory contracts that may be possible
in Chapter 11;

  (e) assist Belle in formulating and negotiating an acceptable
Plan of Reorganization and the preparation of a Disclosure
Statement;

  (f) as requested by Belle, assist management with the
development of presentations regarding the status of restructuring
activities and the Company's current or future financial
performance;

  (g) participate in conference calls and attend meetings of, the
Company's board of directors, creditors, or other parties in
interest; and

  (h) provide management assistance and/or step into certain
management or executive roles in the case there are executive
resignations.

For services provided by CMAG during the term of its engagement,
and subject to the Court's approval, the Debtor will pay CMAG a
fixed fee of $37,500 per weekly period to perform the services set
forth in the Consulting Agreement, including Mr. Campbell's
services as lead project partner and any services provided by an
Additional Personnel.  CMAG will be reimbursed for actual and
necessary expenses incurred, in accordance with the applicable
provisions of the Bankruptcy Code, the Bankruptcy Rules, and the
local rules and orders of the Court.

                         About Belle Foods

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

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

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

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


BELLE FOODS: Has Interim OK to Borrow $33MM to Refinance Loans
--------------------------------------------------------------
On July 24, 2013, the U.S. Bankruptcy Court for the Northern
District of Alabama entered an interim order authorizing Belle
Foods, LLC, to borrow up to $33.0 million in secured,
superpriority postpetition debtor-in-possession facility from C&S
Wholesale Grocers, Inc. and Southern Family Markets, LLC.

A hearing to consider final approval of the DIP Facility for the
total amount of $34.8 million is scheduled for August 8, 2013, at
9:00 a.m.

The $33,300,000 of the DIP facility will be used to refinance
existing obligations to lenders, while $1,500,000 will be made
available to the Debtor as new money financing.

                         About Belle Foods

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

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

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

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


BELLE FOODS: Court Approves 11-Member Creditors Committee
---------------------------------------------------------
As recommended by the Bankruptcy Administrator, the U.S.
Bankruptcy Court for the Northern District of Alabama approved the
appointment of 11 creditors to serve in the Official Committee of
Unsecured Creditors of Belle Foods, LLC:

   1. Buffalo Rock Company
      Attn: Bruce A. Parsons
      111 Oxmoor Road
      Birmingham, AL
      Tel: (205) 944-2267

   2. Mondelez Global LLC
      Attn: Michael Leier
      50 New Commerce Blvd.
      Wilkes-Barre, PA 18762
      Tel: (570) 820-1575

   3. Cal-Maine Foods, Inc.
      Attn: Robert L. Holladay, Jr.
      3320 W. Woodrow Wilson Ave.
      P.O. Box 2960
      Jackson, MS 39207
      Tel: (601) 948-6813

   4. Nestle USA
      Attn: Peter Knox
      3003 Bainbridge Rd.
      Solon, OH 44139
      Tel: (440) 264-7219

   5. Flowers Bakeries, LLC
      Attn: Holland C. Kirbo
      1919 Flowers Circle
      Thomasville, GA 31757
      Tel: (229) 227-2392

   6. PepsiCo., Inc.
      Attn: Michael Bevilacqua
      P.O. Box 10
      Winston-Salem, NC 27105
      Tel: (336) 896-5577

   7. Golden Flake Snack Foods, Inc.
      Attn: Walter F. McArdle
      2117 Second Ave. North
      Birmingham, AL 35203
      Tel: (205) 581-6295

   8. S & L Mechanical, Inc.
      Attn: W. Steven Lindsey
      1353 US Hwy 11
      Tryussville, AL 35173
      P.O. Box 488
      Springville, AL 35146

   9. KeHe Distributors
      Attn: John Douglas Langenbahn
      12740 Gran Bay Parkway West
      Jacksonville, FL 32258
      Tel: (904) 807-1880

  10. McKee Foods Corporation
      Attn: M. Leisa Cagle
      10260 McKee Road
      P.O. Box 750
      Collegedale, TN 37315
      Tel: (423) 238-7111 et 22612

  11. The Coca-Cola Company
      Attn: William Kaye, Sr.
      East Rockaway, NY 11518
      Tel: (516) 381-8390

                       About Belle Foods

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

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

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

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


BELLE FOODS: Can Employ Food Partners as Investment Banker
----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Alabama
authorized Belle Foods, LLC, on a final basis, to employ The Food
Partners, LLC as investment banker and financial advisor to the
Debtor.

With respect to any Store Success Fee, Financing Success Fee, and
Tail Fee, Food Partners will be subject to any Orders entered by
the Court pertaining to the submission of fee applications by
professional persons retained pursuant to 11 U.S.C. Sec. and the
payment of Professionals.

                       About Belle Foods

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

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

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

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


BEULAH ROAD: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Beulah Road Land Company
        800 Beulah Road
        Pittsburgh, PA 15235

Bankruptcy Case No.: 13-23148

Chapter 11 Petition Date: July 26, 2013

Court: U.S. Bankruptcy Court
       Western District of Pennsylvania (Pittsburgh)

Judge: Carlota M. Bohm

Debtor's Counsel: Donald R. Calaiaro, Esq.
                  CALAIARO & CORBETT, P.C.
                  310 Grant Street, Suite 1105
                  Pittsburgh, PA 15219-2230
                  Tel: (412) 232-0930
                  Fax: (412) 232-3858
                  E-mail: dcalaiaro@calaiarocorbett.com

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

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

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Richard Hersberger, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Churchill Valley Country Club, Inc.   13-23122            07/25/13


BERGENFIELD SENIOR HOUSING: Court Sets Oct. 12 Auction for Assets
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey approved
on July 30, 2013, bid procedures for the sale of substantially all
of the assets of Bergenfield Senior Housing, LLC.

The bid deadline will be Oct. 7, 2013, rather than 45 days after
approval of the bid procedures as originally proposed.

If qualified bids are received by the Debtor, an auction will take
place on or about Oct. 12, 2013.

No person or entity will be entitled to any expense reimbursement
or break-up fee, topping, termination or other similar fee or
payment.

                 About Bergenfield Senior Housing

Bergenfield Senior Housing, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D.N.J. Case No. 13-19703) in Newark, New Jersey,
on May 2, 2013.  Nicholas Rotonda signed the petition as
member/manager.  Judge Morris Stern presides over the case.
Aaron Solomon Applebaum, Esq., and Barry D. Kleban, Esq., at
McElroy, Deutsch, Mulvaney & Carpenter, LLP, represent the Debtor
as counsel.

In its schedules, the Debtor disclosed $14,061,100 in assets and
$19,957,026 in liabilities as of the Petition Date.

The Bergenfield, New Jersey-based debtor is a single asset real
estate under 11 U.S.C. Sec. 101(51B) and said total assets and
debts exceed $10 million.  The Debtor operates and wholly owns a
90-unit residential apartment building located at 47 Legion Drive,
Bergenfield, New Jersey.

The Debtor's primary secured creditor is Boiling Springs Savings
Bank.  The Debtor is indebted to Boiling Springs on account of two
promissory notes, both of which are secured by mortgages on the
Property.  Boiling Springs' first-position mortgage secures
indebtedness in the total amount of $12.02 million and the second-
position mortgage secures indebtedness of $575,000.


BERGENFIELD SENIOR: Has Interim OK to Use Rents Until Oct. 31
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey, in a
Third Interim Use of Rents Order dated July 24, 2013, authorized
Bergen Senior Housing, LLC, with the consent and license of
Boiling Springs Savings Bank, the Debtor's primary secured
creditor, to use rents of the existing secured creditors to, among
other things, pay its personnel, taxes, insurance and pay other
operating and maintenance expenses, in accordance with a Budget.

The authorization to use rents will continue up to the earliest to
occur of (a) Oct. 31, 2013, or (b) the occurrence of a Termination
Event.

A copy of the Third Interim Use of Rents Order is available at:

          http://bankrupt.com/misc/bergenfield.doc65.pdf

                 About Bergenfield Senior Housing

Bergenfield Senior Housing, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. D.N.J. Case No. 13-19703) in Newark, New Jersey,
on May 2, 2013.  Nicholas Rotonda signed the petition as
member/manager.  Judge Morris Stern presides over the case.
Aaron Solomon Applebaum, Esq., and Barry D. Kleban, Esq., at
McElroy, Deutsch, Mulvaney & Carpenter, LLP, represent the Debtor
as counsel.

In its schedules, the Debtor disclosed $14,061,100 in assets and
$19,957,026 in liabilities as of the Petition Date.

The Bergenfield, New Jersey-based debtor is a single asset real
estate under 11 U.S.C. Sec. 101(51B) and said total assets and
debts exceed $10 million.  The Debtor operates and wholly owns a
90-unit residential apartment building located at 47 Legion Drive,
Bergenfield, New Jersey.

The Debtor's primary secured creditor is Boiling Springs Savings
Bank.  The Debtor is indebted to Boiling Springs on account of two
promissory notes, both of which are secured by mortgages on the
Property.  Boiling Springs' first-position mortgage secures
indebtedness in the total amount of $12.02 million and the second-
position mortgage secures indebtedness of $575,000.


BIOVEST INTERNATIONAL: R. Osman Ownership at 26% as of July 18
--------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Ronald E. Osman and his affiliates disclosed that as
of July 18, 2013, they beneficially owned 26,040,000 shares of
common stock of Biovest International Inc. representing 26.04
percent of the shares outstanding.  Mr. Osman is the Chairman of
the Board of Directors of the Company.  A copy of the regulatory
filing is available for free at http://is.gd/fvpY7m

                   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.

Biovest has successfully emerged from Chapter 11 reorganization
effective on July 9, 2013.


BOYD GAMING: Moody's Rates New $1.75-Bil. Debt Facility 'Ba3'
-------------------------------------------------------------
Moody's Investors Service assigned a Ba3 to Boyd Gaming
Corporation's proposed $1.75 billion credit facilities comprised
of a $600 million 5-year revolver, $150 million 5-year term loan
A, and $1 billion 7-year term loan B. The company's B2 Corporate
Family Rating and B2-PD Probability of Default Rating were
affirmed. Boyd has a stable rating outlook and an SGL-3
Speculative Grade Liquidity rating.

Proceeds from the proposed credit facilities will be used to
refinance the company's existing Ba3-rated credit facilities in
full. These ratings will be withdrawn once the transaction closes.
The Ba3 assigned to Boyd's proposed $1.75 billion credit
facilities, two notches higher than the company's Corporate Family
Rating, reflects the secured nature of the credit facilities and
the significant amount of debt below it in the company's debt
structure which provides credit support.

Ratings affirmed:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

$500 million 9.125% senior notes 2018 at B3 (LGD 5, 77%)

$350 million 9.0% senior notes 2020 at B3 (LGD 5, 77%)

$240.8 million 7.125% senior subordinated notes 2016 at Caa1
(LGD 6, 93% from 92%)

New ratings assigned:

$600 million 5-year revolver at Ba3 (LGD 2, 28%)

$150 million 5-year term loan A at Ba3 (LGD 2, 28%)

$1 billion 7-year term loan B at Ba3 (LGD 2, 28%)

Ratings affirmed and to be withdrawn:

$960 million senior secured revolver due 2015 at Ba3 (LGD 3,
32%)

$323.8 million senior secured term loan due 2015 at Ba3 (LGD 3,
32%)

$437.1 million senior secured term loan due 2015 at Ba3 (LGD 3,
32%)

Ratings Rationale:

Boyd's B2 Corporate Family Rating considers Moody's opinion that
the company's leverage will remain high and that consumer spending
on gaming in the US will not improve materially in the foreseeable
future. Pro forma debt/EBITDA, excluding the company's Atlantic
City joint venture subsidiary, is above 7.0 times. Positive rating
consideration is given to Moody's favorable view of Boyd's
acquisition of Peninsula Gaming. Through the acquisition, Boyd
acquired properties with relatively high property-level EBITDA
margins. Moody's expects this will improve Boyd's overall free
cash flow profile and provide it with the opportunity to reduce
its leverage over the next few years.

The stable rating outlook considers Boyd's size, scale, and
diversification, which Moody's believes helps the company manage
through the current market and economic challenges better than
smaller, less diversified gaming companies. The stable outlook
also considers the expected EBITDA contribution from the Peninsula
casino properties, which Moody's believes will provide Boyd with
the opportunity to reduce its leverage to a level more consistent
with the company's current rating.

A higher rating would require that Boyd demonstrate the ability
and willingness to achieve and maintain debt/EBITDA at or below
6.0 times. Ratings could be lowered if it appears Boyd will not be
able to reduce leverage over the next 12 to 18 months. Independent
of any change in Boyd's Corporate Family Rating, the company's
issue-level ratings could change if/when Boyd pursues a financing
to allow it to fold Peninsula Gaming, LLC (B2 stable) into Boyd's
restricted group structure. Boyd publicly stated that it intends
to engage in this type of transaction. However, until such time,
Peninsula Gaming, LLC will continue to be held in an unrestricted
subsidiary.

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

Boyd wholly-owns and operates gaming and entertainment facilities
located throughout the US. Boyd also has a 50% partnership
interest in Marina District Finance Company, Inc., a non-recourse
joint venture that owns and operates the Borgata Hotel Casino in
Atlantic City, New Jersey. On November 20, 2012, Boyd completed
its acquisition of Peninsula Gaming, LLC. Peninsula Gaming is a
100% wholly owned unrestricted subsidiary of Boyd.


BOYD GAMING: S&P Assigns 'BB-' Rating to $1.75BB Sr. Facility
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed all ratings, including
the 'B' corporate credit rating, on Las Vegas-based Boyd Gaming
Corp.  The outlook is stable.

At the same time, S&P assigned the company's proposed
$1.75 billion senior secured credit facility an issue-level rating
of 'BB-', with a recovery rating of '1', indicating S&P's
expectation for very high (90% to 100%) recovery for lenders in
the event of a payment default.  The proposed facility consists of
a $600 million senior secured revolving credit facility due 2018,
a $150 million senior secured term loan A due 2018, and a
$1 billion senior secured term loan B due 2020.

The ratings remain subject to S&P's receipt and review of final
documentation.  S&P expects that the company will use the proceeds
to refinance its existing senior secured credit facilities.

The corporate credit rating on Boyd reflects S&P's assessment of
the company's financial risk profile as "highly leveraged" and its
business risk profile as "fair."

S&P's assessment of Boyd's financial risk profile as highly
leveraged reflects S&P's expectation that Boyd's leverage will
remain over 7x through 2014.  Somewhat offsetting the high
leverage is the fact that Boyd will generate positive free
operating cash flow that it can use to repay debt, and that wholly
owned EBITDA interest coverage will remain near or above 2x.

S&P's assessment of Boyd's business risk profile as fair reflects
a geographically diverse portfolio (notwithstanding some second-
tier assets in competitive markets), an experienced management
team, and improved EBITDA margins following the acquisition of
Peninsula Gaming LLC.  S&P believes the Peninsula acquisition
strengthened Boyd's business risk profile as Peninsula has
relatively good quality assets, faces limited competition, and
generates high EBITDA margins compared with other commercial
gaming operators.  Additionally, the Peninsula acquisition
improved Boyd's overall geographic diversity and reduced Boyd's
reliance on the Las Vegas locals market, which was more challenged
than other markets in recent years, given competition and the
volatility in that market during the recent economic recession.


CAESARS ENTERTAINMENT: Files Correct Version of Prepared Remarks
----------------------------------------------------------------
Caesars Entertainment Corporation has amended its current report
on Form 8-K/A with the U.S. Securities and Exchange Commission to
amend items 2.02 and 9.01 of the Report to include a corrected
version of the prepared remarks, including corrected information
regarding debt repurchases during the second quarter of 2013.
These prepared remarks were offered to provide stockholders and
analysts with additional time and detail for analyzing the
Company's results in advance of its quarterly conference call.
The conference call was held on July 29.  A copy of the Prepared
Remarks is available for free at http://is.gd/d4rU8j

                    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.  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.

                           *     *     *

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: To Hold "Say on Pay" Vote Every Three Years
------------------------------------------------------------
Camco Financial Corporation previously held an advisory vote on
the frequency of having an advisory vote on executive
compensation.  In light of the close results of the advisory vote
and the other factors considered by Camco's Board of Directors in
recommending to the stockholders a frequency of once every three
years, the Board of Directors determined that Camco will hold an
advisory vote on the compensation of the named executive officers
every three years until the next required advisory vote on the
frequency of future non-binding advisory votes on executive
compensation.  Therefore, the next advisory vote on executive
compensation will occur at the annual meeting of the stockholders
to be held in 2016.

                        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.

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.


CASH STORE: Michael Shaw Steps Down as Director
-----------------------------------------------
The Cash Store Financial Services Inc. on July 31 disclosed that
effective July 31, 2013, Michael Shaw has resigned as a Director
of Cash Store Financial.

The Company wishes to thank Mr. Shaw for his time, dedication and
many contributions on the Board and its various Committees since
his appointment in October 2009 and wish him well in his future
endeavors.

                     About Cash Store Financial

Headquartered in Edmonton, Alberta, The Cash Store Financial is
the only lender and broker of short-term advances and provider of
other financial services in Canada that is listed on the Toronto
Stock Exchange (TSX: CSF).  Cash Store Financial also trades on
the New York Stock Exchange (NYSE: CSFS).  Cash Store Financial
operates 512 branches across Canada under the banners "Cash Store
Financial" and "Instaloans".  Cash Store Financial also operates
25 branches in the United Kingdom.

Cash Store Financial is a Canadian corporation that is not
affiliated with Cottonwood Financial Ltd. or the outlets
Cottonwood Financial Ltd. operates in the United States under the
name "Cash Store".  Cash Store Financial does not do business
under the name "Cash Store" in the United States and does not own
or provide any consumer lending services in the United States.

Cash Store Financial employs approximately 1,900 associates.

                          *     *     *

As reported in the Feb. 8, 2013 edition of the TCR, Standard &
Poor's Ratings Services lowered its issuer credit rating on Cash
Store Financial (CSF) to 'CCC+' from 'B-'.  The outlook is
negative.

"The downgrades follow a proposal by the payday loan registrar in
Ontario to revoke CSF's payday lending licenses and CSF's
announcement that it has discontinued its payday loan product in
the region," said Standard & Poor's credit analyst Igor Koyfman.
The company's businesses in Ontario, which account for
approximately one-third of its store count, will begin offering a
new line of credit product to its customers.  S&P believes this is
to offset the loss of its payday lending product; however, this is
a relatively new product, and S&P believes that it will be
challenging for the company to replace its lost earnings from the
payday loan product.  S&P also believes that the registrar's
proposal could lead to similar actions in other territories," the
Company said.

As reported by the TCR on May 22, 2013, Moody's Investors Service
downgraded the Corporate Family Rating and senior unsecured debt
rating of Cash Store Financial Services to Caa1 from B3 and
assigned a negative outlook.  According to Moody's, CSFS remains
unprofitable on both the pretax and net income lines and prospects
for return to profitability are unclear.


CHEYENNE HOTEL: Hearing on Amended Plan Outline Continued Wed.
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado has
continued until Aug. 7, 2013, at 3 p.m., the hearing to consider
the adequacy of information in the Disclosure Statement explaining
Cheyenne Hotel Investments, LLC's Plan of Reorganization filed on
Oct. 24, 2012, as amended.

At the hearing, the Court will also consider the objections filed
by Homewood Suites Franchise, LLC, and Wells Fargo Bank, N.A.

The Debtor's Second Amended Plan of Reorganization dated July 10,
2013, provides that on the Effective Date, all property of the
estate will vest in the Reorganized Debtor.  Wells Fargo will
retain all liens on and security interests in the property of the
Debtor or the Reorganized Debtor, as the case may be, which liens
and security interests will be valid, binding, and fully
enforceable first-priority liens on and security interests in the
property.

Under the Plan, the Reorganized Debtor will perform all actions
required to effectuate the Plan.  The plan payments and other
performance provided in the Plan will be in full and complete
payment, settlement and satisfaction of all claims against the
estate and the Debtor.

The Reorganized Debtor may sell the Hotel Assets -- the Debtor's
assets used in operating the hotel located on the Hotel Premises,
including, without limitation, the Hotel Premises, the Hotel
Personalty Collateral, and any and all other assets used in
operating the Debtor's business -- subject to the terms of the
Wells Fargo Loan Documents; provided, however, that the proceeds
received by the Reorganized Debtor from any such sale will be
sufficient to pay in full all of the Reorganized Debtor's
obligations secured by the Hotel Assets, including, without
limitation the Reorganized Debtor's obligations to Wells Fargo
under this Plan and the Wells Fargo Loan Documents, and such
obligations will be paid in full from the proceeds of any such
sale.

A copy of the Second Amended Plan is available for free at
http://bankrupt.com/misc/CHEYENNE_HOTEL_2amendedplan.pdf

                    About Cheyenne Hotels LLC

Cheyenne Hotels LLC, which owns and operates the Hampton Inn &
Suites in Colorado Springs, Colorado, filed for Chapter 11
bankruptcy (Bankr. D. Colo. Case No. 11-37518) on Nov. 25, 2011.
Judge A. Bruce Campbell presides over the case, taking over from
Judge Michael E. Romero.  Thomas F. Quinn, Esq. at Thomas F. Quinn
PC, serves as the Debtor's counsel.

Cheyenne Hotels estimated $10 million to $50 million in both
assets and debts.  The petition was signed by Tanveer Khan,
manager.

Affiliate Cheyenne Hotel Investments LLC filed for Chapter 11
bankruptcy protection (Bankr. D. Colo. Case No. 11-25379) on
June 28, 2011, disclosing assets of $12,912,702 and liabilities of
$8,074,325 as of the Petition Date.  Thomas F. Quinn, Esq., also
represents the Debtor as counsel.

No committee of creditors or equity security holders has been
appointed in the Debtors' case.


CIRCLE STAR: Delays Form 10-K for Fiscal 2013
---------------------------------------------
Circle Star Energy Corp. has delayed the filing of its annual
report on Form 10-K for the period ended April 30, 2013.  The
Company said that recent activities have delayed the preparation
and review of the Report.

                         About Circle Star

Fort Worth, Tex.-based Circle Star Energy Corp. (OTC BB: CRCL)
owns royalty, leasehold, operating, net revenue, net profit,
reversionary and other mineral rights and interests in certain oil
and gas properties in Texas.  The Company's properties are in
Crane, Scurry, Victoria, Dimmit, Zavala, Grimes, Madison,
Robertson, Fayette, and Lee Counties.

As reported by the Troubled Company Reporter on Aug. 17, 2012,
Hein & Associates LLP, in Dallas, Texas, expressed substantial
doubt about Circle Star's ability to continue as a going concern
its report on the Company's financial statements for the fiscal
year ended April 30, 2012.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
a working capital deficit.

The Company's balance sheet at Jan. 31, 2013, showed $4.74 million
in total assets, $5.49 million in total liabilities and a $754,119
total stockholders' deficit.


CLEAR CHANNEL: Names Former Time Warner Executive as President
--------------------------------------------------------------
Widely respected media and finance executive Richard J. Bressler
will become president and chief financial officer of CC Media
Holdings, Inc., and Clear Channel Communications, Inc., and chief
financial officer of Clear Channel Outdoor Holdings, Inc.,
reporting to Chairman and CEO Robert Pittman, effective July 30,
2013.

Mr. Bressler, who has served as CFO of Time Warner and Viacom and
Managing Director at Thomas H. Lee Partners, possesses wide-
ranging experience and expertise in the media, entertainment,
digital and out-of-home businesses as well as an extensive
background in public companies, private equity and venture capital
investing.

As a member of Thomas H. Lee Partners, one of the two private
equity firms that completed a multi-billion-dollar acquisition of
Clear Channel in 2008, Mr. Bressler has been a Director of CC
Media Holdings, Inc., and Clear Channel Communications, Inc. since
then, positions he will continue to hold, and has been intimately
involved in the company as a member of the CC Media Holdings
board's operating committee.

As President of CC Media Holdings, Inc., and Clear Channel
Communications, Inc., Mr. Bressler will work closely with Pittman
on the further development of strategies and initiatives to ensure
that Clear Channel capitalizes on its unique assets.  In his
capacity as CFO, Mr. Bressler will succeed Tom Casey, who served
as Executive Vice President and Chief Financial Officer of CC
Media Holdings, Inc., Clear Channel Communications, Inc., and
Clear Channel Outdoor Holdings, Inc., from 2010.

"I know Rich very well, and we have even worked together ? twice ?
at Time Warner.  He has been an invaluable strategic partner for
us in his position at Thomas H. Lee Partners, and now he will play
an even bigger role in helping Clear Channel fully maximize our
unparalleled assets, working closely with me, John Hogan and
William Eccleshare and the rest of our leadership team to continue
to build the leading multi-platform media and entertainment
company in the U.S. with global reach," said Pittman.  "I
recruited Rich for this role because there are few people who have
as deep an understanding as he does of our company and the
opportunities we have to lead the industry in helping marketers
meet the demands of increasingly connected consumers.  I'm
confident that he'll add another layer of expertise and experience
as we take the company to its next level of growth, and will be a
tremendous leader for our financial team.  His keen strategic,
financial and analytical skills will be a huge asset to all of
Clear Channel."

"Bob Pittman is a visionary leader, and I'm incredibly excited by
the opportunity to play a more direct role in the company's next
stage of growth and development," said Bressler.  "I'm a great
believer in the power and potential of Clear Channel and have been
proud to have a seat at the table as the company has expanded its
position as a leader in the broadcast radio, digital media,
entertainment and out-of-home businesses.  I'm looking forward to
partnering with Bob, William and John to help the company fulfill
its potential as a truly transformative multi-platform media
company."

"There is no better, more experienced executive Bob Pittman could
have recruited for this important role than Rich Bressler," said
Scott Sperling, co-president of Thomas H. Lee Partners.  "Bob and
his team have achieved strong revenue growth driven by
accelerating increases in market share, expanding the universe of
Clear Channel advertisers, and building a leadership position in
the transition to digital platforms.  With this traction on top of
the broad process reengineering work already completed, we have
great confidence in the Company and are highly supportive of
Rich's transition from helping lead our investment in Clear
Channel to being a dedicated executive there on a full time
basis."

"We are very excited about the transformation of Clear Channel in
the last several years into a true multi-media platform," said
John Connaughton, a managing director at Bain Capital.  "Rich will
advance this mission with his exceptional track record as an
executive at several premier media companies.  Having worked with
Rich over the last seven years, I know he will use his experience,
in-depth knowledge of the company, and enduring relationships with
Bob and the leadership to continue to grow the business and bring
unique skills to an already-strong senior management team."

Pittman continued, "I'd like to extend my most sincere thanks to
Tom Casey for his significant contributions to Clear Channel over
the last several years that set the stage for the company's
continued evolution.  Especially notable has been all his work
during the completion of the recent debt refinancings, which
strengthened our financial position and prepared our company for
its next stage of growth.  With these transactions complete, it's
a natural time for this transition, which will enable Clear
Channel to maximize its potential and take advantage of the
company's promise and value.  We wish Tom all the best for the
future."

Prior to joining Thomas H. Lee Partners, Mr. Bressler was the
Senior Executive Vice President and Chief Financial Officer of
Viacom, Inc. from 2001 through 2005.  He also served as Chairman
and Chief Executive Officer of Time Warner Digital Media, and was
Executive Vice President and Chief Financial Officer of Time
Warner, Inc., from 1995 to 1999.

The Chairman and CEO of Clear Channel Media + Entertainment, John
Hogan, and the CEO of Clear Channel Outdoor Holdings, Inc.,
William Eccleshare, will continue to report to Mr. Pittman.

                 About Clear Channel Communications

San Antonio, Texas-based Clear Channel Communications, Inc., an
indirect subsidiary of CC Media Holdings, Inc. (OTCBB: CCMO), is
one of the leading global media and entertainment companies
specializing in radio, digital, outdoor, mobile, live events, and
on-demand entertainment and information services for local
communities and providing premier opportunities for advertisers.

CC Media Holdings Inc. -- http://www.ccmediaholdings.com/-- is a
global media and entertainment company.  Its businesses include
radio and outdoor displays.

Clear Channel's balance sheet at March 31, 2013, showed $15.51
billion in total assets, $23.72 billion in total liabilities and a
$8.20 billion total shareholders' deficit.

                           *     *     *

In May 2013, Moody's Investors Service said that Clear Channel's
upsize of the term loan D to $4 billion from $1.5 billion will not
impact the Caa1 facility rating assigned.  Clear Channel's
Corporate Family Rating is unchanged at Caa2.  The outlook remains
stable.

In May, Standard & Poor's Ratings Services also announced that its
issue-level rating on San Antonio, Texas-based Clear Channel's
senior secured term loan remains unchanged at 'CCC+' following the
company's upsize of the loan to $4 billion from $1.5 billion.  The
rating on parent company CC Media Holdings remains at 'CCC+' with
a negative outlook, which reflects the risks surrounding the long-
term viability of the company's capital structure.


COMMUNITY HEALTH: S&P Affirms B+ CCR & Alters Outlook to Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
corporate credit rating on Franklin, Tenn-based Community Health
Systems Inc.  S&P revised the rating outlook to negative from
stable.  At the same time, S&P placed its rating on the company's
senior secured debt ratings on CreditWatch negative and the rating
on its senior unsecured debt on CreditWatch developing.

"We based the affirmations on a modest expected incremental
increase in pro forma adjusted leverage to an estimated 6.0x.
While the combination of the two companies will likely create
integration synergies that may help lower costs, we believe
operating weaknesses could limit its deleveraging potential.
Specifically, each company's same facility patient volume trend
has been weak.  While patient volume has been generally weak for
many hospital companies, both companies have been weaker than many
of their peers.  This has affected net operating revenue which in
turn has hurt margins.  Community's second quarter EBITDA margin
was 130 basis points (bps) below the same quarter in 2012, and
EBITDA fell 17% from last year," S&P said.

"We will continue to view Community's business risk as "fair",
reflecting its relatively diversified portfolio of hospitals that
helps the company spread local market risk over many markets.
After the acquisition of HMA is complete, Community's top five
states will generate nearly 50% of its total revenue," said credit
analyst David Peknay.  "However, we also believe Community's
profitability will remain below HCA and Universal Health, the
other large for-profit hospital companies that we consider to have
"fair" business risk profiles."

"Our negative outlook on Community reflects the potential for a
downgrade within two years if financial metrics do not improve to
near its pre-acquisition level.  We believe better profitability
performance will be important since we do not expect the company
to use cash flow to repay debt.  Better patient volume, expense
control efforts, and acquisition synergies are likely to be the
key factors driving an improvement in profitability. We believe
Community's post acquisition EBITDA must improve by at least 10%
from present levels (current estimated combined EBITDA of the two
companies) in order for leverage to fall below 5.5x.  If we gain
confidence that Community will achieve this measure, we will
revise the outlook to stable.  A downgrade could occur if a more
difficult reimbursement environment, continued patient volume
weakness, unmet synergies, or higher acquisition activity prevents
the company from attaining this target," S&P noted.


CORAL INVESTMENTS: Case Summary & 9 Unsecured Creditors
-------------------------------------------------------
Debtor: Coral Investments, LLC
        2915 Kerry Forest Parkway, #201
        Tallahassee, FL 32309

Bankruptcy Case No.: 13-40458

Chapter 11 Petition Date: July 22, 2013

Court: U.S. Bankruptcy Court
       Northern District of Florida (Tallahassee)

Judge: Karen K. Specie

Debtor's Counsel: Brian G. Rich, Esq.
                  BERGER SINGERMAN, LLP
                  125 S. Gadsden Street, Suite 300
                  Tallahassee, FL 32301
                  Tel: (850) 561-3010
                  Fax: (850) 561-3013
                  E-mail: brich@bergersingerman.com

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

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

A copy of the Company's list of its largest unsecured creditors is
available for free at http://bankrupt.com/misc/flnb13-40458.pdf

The petition was signed by Walter M. Griffin, III, managing
member.


CUI GLOBAL: Has Exclusive License to VE-Probe and VE-Technology
---------------------------------------------------------------
CUI Global, Inc.'s wholly-owned subsidiary, Orbital-UK acquired
exclusive worldwide licensing rights to the VE-Probe and VE-
Technology from its United Kingdom-based inventor, EnDet Ltd.  The
agreement gives Orbital exclusive and sole control of all
technology related to its revolutionary GasPT2 and GasPTi natural
gas metering systems.  The July 30, 2013, press release is
available for free at http://is.gd/MOF7Sm

The Company separately filed with the U.S. Securities and Exchange
Commission these documents:

   (a) April 30, 2013, Amendment to California Power Research
       Agreement

       http://is.gd/XEnZTi

   (b) June 20, 2013, Second Amendment to Divestment Agreement
       regarding Stock Sale and Purchase Agreement between CUI
       Global, Inc., and Kunio Yamagish et al, dated July 1, 2009.

       http://is.gd/y7vjK0

   (c) July 19, 2013, Letter agreement between Orbital Gas
       Systems, Ltd., a wholly owned subsidiary, and a former
       employee relating to intellectual property for which
       Orbital is the licensee

       http://is.gd/BbAF2s

   (d) July 19, 2013, Intellectual Property License between
       Orbital Gas Systems, a wholly owned subsidiary of CUI
       Global and EnDet, Ltd.

       http://is.gd/NmHFeA

                          About CUI Global

Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx,
Inc., is a platform company dedicated to maximizing shareholder
value through the acquisition, development and commercialization
of new, innovative technologies.

CUI Global reported a net loss allocable to common stockholders of
$48,763 in 2011, compared with a net loss allocable to common
stockholders of $7.01 million in 2010.  The Company's balance
sheet at March 31, 2013, showed $35.94 million in total assets,
$11.57 million in total liabilities and $24.36 million in total
stockholders' equity.

As reported by the TCR on April 8, 2011, Webb & Company, in
Boynton Beach, Florida, expressed substantial doubt about CUI
Global's ability to continue as a going concern.  The independent
auditors noted that the Company has a net loss of $7,015,896, a
working capital deficiency of $675,936 and an accumulated deficit
of $73,596,738 at Dec. 31, 2010.  Webb & Company did not include a
"going cocern qualification" in its report on the Company's 2011
financial results.


CUMBERLAND CORRAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Cumberland Corral, LLC
        64 Revere Park
        Nashville, TN 37205

Bankruptcy Case No.: 13-06325

Chapter 11 Petition Date: July 22, 2013

Court: U.S. Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Griffin S. Dunham, Esq.
                  EMERGE LAW, PLC
                  2021 Richard Jones Road, Suite 240
                  Nashville, TN 37215
                  Tel: (615) 953-2682
                  Fax: (615) 953-2955
                  E-mail: griffin@emergelaw.net

                         - and ?

                  Elliott Warner Jones, Esq.
                  EMERGE LAW, PLC
                  2021 Richard Jones Road, Suite 240
                  Nashville, TN 37215
                  Tel: (615) 953-2629
                  E-mail: elliott@emergelaw.net

Estimated Assets: $100,001 to $500,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/tnmb13-06325.pdf

The petition was signed by George Keith, president/chief manager.


CUMULUS MEDIA: Widens Net Income to $27.1 Million in Q2
-------------------------------------------------------
Cumulus Media Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $27.10 million on $289.67 million of net revenues for the three
months ended June 30, 2013, as compared with net income of $8.14
million on $281.04 million of net revenues for the same period
during the prior year.

For the six months ended June 30, 2013, the Company posted net
income of $18.11 million on $522.54 million, as compared with a
net loss of $3.98 million on $517.03 million of net revenues for
the same period a year ago.

As of June 30, 2013, the Company had $3.69 billion in total
assets, $3.35 billion in total liabilities $72.87 million in total
redeemable preferred stock, and $262.92 million in total
stockholders' equity.

At June 30, 2013, cash on hand was $46.2 million.  The Company
also had $150 million of borrowings available under its Revolving
Credit Facility.  Based on the Company's financial condition as of
June 30, 2013, the Company believes that cash on hand and cash
expected to be generated from operating activities will be
sufficient to satisfy its anticipated financing needs for working
capital, capital expenditures, interest and debt service payments,
and any repurchases of securities and other debt obligations for
the foreseeable future.

Lew Dickey, Chairman & CEO stated: "This was a solid quarter
earmarked by revenue growth and strong expense management.  Our
targeted growth initiatives are ramping on schedule and our merger
integration and problem market turnarounds are largely complete."

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

                        http://is.gd/49LtYA

                        About Cumulus Media

Founded in 1998, Atlanta, Georgia-based Cumulus Media Inc.
(NASDAQ: CMLS) -- http://www.cumulus.com/-- is the second largest
operator of radio stations, currently serving 110 metro markets
with more than 525 stations.  In the third quarter of 2011,
Cumulus Media purchased Citadel Broadcasting, adding more than 200
stations and increasing its reach in 7 of the Top 10 US metros.
Cumulus also acquired the Citadel/ABC Radio Network, which serves
4,000+ radio stations and 121 million listeners, in the
transaction

Cumulus Media said in its annual report for the year ended
Dec. 31, 2011, that lenders under the 2011 Credit Facilities have
taken security interests in substantially all of the Company's
consolidated assets, and the Company has pledged the stock of
certain of its subsidiaries to secure the debt under the 2011
Credit Facilities.  If the lenders accelerate the repayment of
borrowings, the Company may be forced to liquidate certain assets
to repay all or part of such borrowings, and the Company cannot
assure that sufficient assets will remain after it has paid all of
the borrowings under those 2011 Credit Facilities.  If the Company
was unable to repay those amounts, the lenders could proceed
against the collateral granted to them to secure that indebtedness
and the Company could be forced into bankruptcy or liquidation.

Cumulus Media put AR Broadcasting Holdings Inc. and three other
units to Chapter 11 protection (Bankr. D. Del. Lead Case No.
11-13674) in 2011 after struggling to pay off debts that topped
$97 million as of June 30, 2011.  Holdings estimated debts between
$50 million and $100 million but said assets are worth less than
$50 million.  AR Broadcasting operated radio stations in Missouri
and Texas.

                           *     *     *

Standard & Poor's Ratings Services in October 2011 affirmed is 'B'
corporate credit rating on Cumulus Media.

"The ratings reflect continued economic weakness and higher post-
acquisition leverage than we initially expected," said Standard &
Poor's credit analyst Jeanne Shoesmith. "They also reflect the
combined company's sizable presence in both large and midsize
markets throughout the U.S."

As reported by the TCR on Nov. 20, 2012, Moody's Investors Service
affirmed the B1 Corporate Family Rating of Cumulus Media.  The
company's B1 corporate family rating is forward looking and
reflects Moody's expectation that management will continue to
reduce debt balances with free cash flow resulting in net debt-to-
EBITDA ratios of less than 6.0x (including Moody's standard
adjustments, and treating preferred shares as 75% debt) over the
rating horizon, with further improvement thereafter consistent
with management's 4.0x reported leverage target.

As reported by the TCR on April 3, 2013, Moody's Investors Service
downgraded Cumulus Media, Inc.'s Corporate Family Rating to B2
from B1 and Probability of Default Rating to B2-PD from B1-PD.
The downgrades reflect Moody's view that the pace of debt
repayment and delevering will be slower than expected.  Although
EBITDA for 4Q2012 reflects growth over the same period in the
prior year, results fell short of Moody's expectations.


D.R. HORTON: Fitch Rates New $400MM Senior Notes Due 2023 'BB'
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to D.R. Horton, Inc.'s
(NYSE: DHI) proposed offering of $400 million principal amount of
senior notes due 2023. This issue will be rated on a pari passu
basis with all other senior unsecured debt. Net proceeds from the
notes offerings will be used for general corporate purposes.
The Rating Outlook is Positive.

Key Rating Drivers

The ratings for DHI reflect the company's strong liquidity
position, the successful execution of its business model,
geographic and product line diversity and steady capital
structure. Fitch expects further gains in industry housing metrics
this year as the housing cycle continues to evolve. However, there
are still challenges facing the housing market that are likely to
moderate the early stages of this recovery, including recent sharp
increases in interest rates and home prices. Nevertheless, DHI has
the financial flexibility to navigate through the sometimes
challenging market conditions and continue to invest in land
opportunities.

The Positive Outlook takes into account the improving industry
outlook for 2013 and 2014 and DHI's above average performance
relative to its peers in certain financial, credit and operational
categories during the past year. Fitch will closely monitor DHI's
financial progress during the next few quarters to assess the
appropriate rating.

The Industry

Housing metrics all showed improvement so far in 2013. For the
first six months of the year, single-family housing starts
improved 24.3% and existing home sales expanded 10.3%. New home
sales also increased 28.4% during the January - June period in
2013. The most recent Freddie Mac 30-year interest rate was 4.31%,
100 bps above the all-time low of 3.31% set the week of Nov. 21,
2012. The NAHB's latest existing home affordability index was
172.7, short of the all-time high of 207.3. Fitch's housing
estimates for 2013 are as follows: single-family starts are
forecast to grow 18.3% to 633,000 while multifamily starts expand
about 25% to 307,000; single-family new home sales should increase
approximately 24% to 455,000 as existing home sales advance 7.5%
to 5.01 million.

Average single-family new home prices (as measured by the Census
Bureau), which dropped 1.8% in 2011, increased 8.7% in 2012.
Median home prices expanded 2.4% in 2011 and grew 7.9% in 2012.
Average and median home prices should improve approximately 5.5%
and 4.5%, respectively, in 2013.

Housing metrics should expand next year due to the economy growing
more rapidly in 2014, job growth moderately expanding (and
unemployment rates decreasing to 7.5% for 2013 from an average of
7.8% in 2013), despite somewhat higher interest rates as well as
more measured home price inflation. Single-family starts are
projected to improve 22.4% to 775,000 and multifamily volume grows
about 9% to 335,000. Thus, total starts next year should top 1
million. New home sales are forecast to advance about 24% to
565,000, while existing home volume increases 5.0% to 5.26
million.

New home price inflation should moderate next year, at least
partially because of higher interest rates. Average and median new
home prices should rise about 3.5% and 2.5%, respectively, in
2014.

Challenges (although somewhat muted) remain, including continued
relatively high levels of delinquencies, potential for short-term
acceleration in foreclosures, and consequent meaningful distressed
sales, and restrictive credit qualification standards.

Financials

DHI successfully managed its balance sheet during the housing
downturn and generated significant operating cash flow. DHI had
been aggressively reducing its debt during much of the past six
years. Homebuilding debt declined from roughly $5.5 billion at
June 30, 2006 to $1.58 billion as of Dec. 31, 2011, a 71%
reduction. More recently, DHI has been responding to the stronger
housing market, expanding inventories and increasing leverage.
Homebuilding debt at the end of the fiscal 2013 third quarter was
$2.86 billion. As of June 30, 2013 debt/capitalization was 42.3%.
(Debt/capitalization was 40.2% as of Dec. 31, 2012.) Net debt-
capitalization was 36.6% at the end of the fiscal 2013 third
quarter.

DHI's earlier debt reduction was accomplished through debt
repurchases, maturities and early redemptions. DHI repaid the
remaining $171.7 million principal amount of its 6.875% senior
notes on May 1, 2013, its due date. In 2014, $783.8 million of
senior notes mature, including $500 million of 2% senior
convertible notes. Fitch expects that the $500 million of senior
convertible notes will likely convert into common stock in 2014.
The company also has $157.8 million of senior notes coming due in
February 2015.

DHI has solid liquidity with unrestricted homebuilding cash of
$607.8 million as of June 30, 2013. On Sept. 7, 2012, DHI entered
into a new $125 million five-year unsecured revolving credit
facility. In early November, the company announced that it had
received additional lending commitments, increasing the capacity
of the facility to $600 million. The facility was also amended to
include an uncommitted accordion feature which could increase the
facility to $1 billion, subject to certain conditions and
availability of additional bank commitments. The facility's letter
of credit sublimit is 50% of the revolving credit agreement, or
$300 million.

The company expects to obtain additional commitments from certain
of the existing banks in the credit facility to increase the
committed capacity of the facility, amend the facility to extend
its maturity date by one year and reduce the applicable interest
margin.

In early December 2012, DHI declared a cash dividend of $0.15 per
share. This dividend was in lieu of and accelerated the payment of
all quarterly dividends that the company would have otherwise paid
in calendar 2013.

Real Estate

DHI maintains an 8.3-year supply of lots (based on last 12 months
deliveries), 65.1% of which are owned and the balance controlled
through options. The options share of total lots controlled is
down sharply over the past six years as the company has written
off substantial numbers of options. Fitch expects DHI to continue
rebuilding its land position and increase its community count.

The primary focus will be optioning (or in some cases, purchasing
for cash) or developing in small phases finished lots, wherein DHI
can get a faster return of its capital. DHI's cash flow from
operations during the first three quarters of fiscal 2013 (ending
June 30, 2013) was a negative $1.14 billion. For all of fiscal
2013, Fitch expects DHI to be cash flow negative by $1.5 - 1.7
billion as the company almost doubles its land and development
spending.

The ratings also reflect DHI's relatively heavy speculative
building activity (at times averaging 50 - 60% of total inventory
and 47.4% at June 30, 2013). DHI has historically built a
significant number of its homes on a speculative basis (i.e. begun
construction before an order was in hand).

A key focus is on selling these homes either before construction
is completed or certainly before a completed spec has aged more
than a few months. This has resulted in consistently attractive
margins. DHI successfully executed this strategy in the past,
including during the severe housing downturn. Nevertheless, Fitch
is generally more comfortable with the more moderate spec targets
of 2004 and 2005, wherein spec inventory accounted for roughly
35 - 40% of homes under construction.

Rating Sensitivities

Future ratings and Outlooks will be influenced by broad housing
market trends as well as company-specific activity, such as

-- Trends in land and development spending;
-- General inventory levels;
-- Speculative inventory activity (including the impact of high
     cancellation rates on such activity);
-- Gross and net new order activity;
-- Debt levels;
-- Free cash flow trends and uses; and
-- DHI's cash position.

Fitch would consider taking positive rating actions if the
recovery in housing persists, or accelerates and DHI shows steady
improvement in credit metrics (such as debt to EBITDA leverage
approaching or below 4x by fiscal-year end 2013 or 2014), while
maintaining a healthy liquidity position (in excess of $1 billion
in a combination of unrestricted cash and revolver availability at
fiscal-year end 2013 and 2014). If the current pace of improvement
continues over the next six-to-nine months, an upgrade would be
warranted.

Conversely, negative rating actions could occur if the recovery in
housing dissipates and DHI maintains an overly aggressive land and
development spending program. This could lead to consistent and
significant negative quarterly cash flow from operations and
meaningfully diminished liquidity position (below $500 million).

Fitch currently rates DHI as follows:

-- Long-term IDR 'BB';
-- Senior unsecured debt 'BB'.

The Rating Outlook is Positive.


D.R. HORTON: Moody's Rates New $400MM Sr. Unsecured Notes 'Ba2'
---------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to D.R. Horton's
proposed $400 million senior unsecured notes due 2023, proceeds of
which will be used for general corporate purposes, including
growth capital and repayment of debt maturities. At the same time,
Moody's affirmed the company's Ba2 corporate family rating, Ba2-PD
probability of default rating, the Ba2 ratings on the existing
senior unsecured notes and convertible senior notes, and the SGL-2
speculative grade liquidity rating. The rating outlook remains
positive.

The following rating actions were taken:

  Proposed $400 million senior unsecured notes due 2023, assigned
  Ba2 (LGD4, 54%);

  Corporate family rating, affirmed at Ba2;

  Probability of default rating, affirmed at Ba2-PD;

  Existing senior unsecured notes, affirmed at Ba2 (LGD4, 54%);

  Existing convertible senior notes, affirmed at Ba2 (LGD4, 54%);

  Speculative grade liquidity rating, affirmed at SGL-2;

The rating outlook is positive.

Ratings Rationale:

The Ba2 rating reflects the company's conservative capital
structure, as reflected in one of the lowest homebuilding debt
leverage ratios in the industry; its relatively clean and
transparent balance sheet; its strong earnings metrics, including
healthy gross margins and positive net income generation; and its
position as one of the largest and most geographically diversified
homebuilders in the U.S. In addition, the Ba2 rating considers
Horton's solid liquidity, supported by $608 million of
unrestricted cash and investments as of June 30, 2013, which will
rise to $1.0 billion with the proceeds of the note offering, and
the availability under its $600 million senior unsecured revolving
credit facility due 2017, the capacity of which the company plans
to increase further.

Supported by the sound business conditions, over the past 18
months Horton was able to improve its quarterly gross margins to
about 21% from 18%, increase pretax margin to 12% from 3%, grow
its equity balance by $1.2 billion with the help of earnings
generation and deferred tax valuation allowance reversals. While
the company's debt leverage remains among the lowest in the
industry, over the recent quarters it has inched up slightly to
the mid 40% level from the high 30% range. The current transaction
places pro forma debt to capitalization ratio at 46.4%. Horton's
aggressive growth strategies are likely to prevent its debt
leverage from declining substantially, while cash flow from
operations is likely to be significantly negative, comparable to
the levels generated over the last 12 months of over negative $1.0
billion. Additionally, the company's large speculative build
percentage of over 50% and moderately long land supply of about
seven years leave it exposed in the event of a sharp or sudden
downturn.

Horton's good liquidity profile is reflected in its SGL-2
speculative-grade liquidity assessment, which balances the
company's strong cash position and the availability under the $600
million senior unsecured revolver with the expectation for
negative cash flow generation, the need to maintain covenant
compliance, and somewhat limited opportunities to monetize excess
assets quickly.

The positive outlook reflects the company's ability to generate
rapid growth while maintaining solid liquidity and financial
flexibility and one of the lowest debt leverage profiles in the
industry. Additionally, the positive outlook reflects Moody's
expectation that the company will expand profitability, grow its
earnings and equity base, and reduce its homebuilding debt
leverage over the next 12 to 18 months.

The ratings could improve if the company continues to expand its
net income generation and maintains its homebuilding debt leverage
close to 40% while sustaining strong liquidity.

The outlook could be changed to negative if the if the economic
backdrop suddenly and significantly takes a turn for the worse.
The ratings could be lowered if the company's adjusted gross
homebuilding debt leverage increased above 50% on a sustained
basis, or if cash flow generation was significantly negative for a
prolonged period of time without an offsetting sufficient increase
in earnings.

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

D.R. Horton, Inc., headquartered in Fort Worth, Texas, is one of
the largest and most geographically diversified homebuilders in
the United States. The company has a presence in 27 states and 78
regions and generates approximately 98% of its revenues from
homebuilding operations, focusing on the construction and sale of
single-family detached homes. In the last twelve months ending
June 30, 2013, the company generated total revenues and pretax
income of $5.7 billion and $554 million, respectively.


D.R. HORTON: S&P Assigns 'BB' Rating to $400MM Sr. Notes Due 2023
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' issue-level
rating and '3' recovery rating to Fort Worth, Texas-based
homebuilder D.R. Horton Inc.'s proposed offering of $400 million
of senior notes due 2023.  S&P's '3' recovery rating indicates its
expectation for a meaningful (50%-70%) recovery in the event of a
default.  The 'BB' corporate credit rating on D.R. Horton remains
unchanged.  The outlook is stable.

The company plans to use proceeds from the offering for general
corporate purposes.  Standard & Poor's expects the issuance to
immediately bolster the company's holdings of unrestricted
homebuilding cash and marketable securities (which totaled
approximately $608 million at June 30, 2013), providing additional
funds for investment in land and inventory.  The proceeds may also
facilitate the repayment of the company's 2014 debt maturities,
which currently total $783.8 million (including a $500 million
convertible note).  The notes will be guaranteed by substantially
all of D.R. Horton's homebuilding subsidiaries and will rank
equally with the company's other senior unsecured obligations.

S&P's ratings on D.R. Horton reflects the homebuilder's "fair"
business risk profile that benefits from geographic diversity and
scale.  The company currently operates in 78 markets across 27
states and is the nation's largest homebuilder by volume, having
delivered 22,864 homes primarily to first-time homebuyers during
the 12 months ended June 30, 2013.  S&P views D.R Horton's
financial risk profile as "significant".  Key EBITDA-based credit
metrics have improved substantially over the past year, reflecting
higher sales volumes and pricing trends and continued margin
improvement.

S&P's stable outlook reflects its expectation that D.R. Horton's
EBITDA-based credit metrics will continue to strengthen over the
next 12 to 18 months as the homebuilder grows community count
while maintaining or improving current absorption levels.  S&P
also expects continued improvement in EBITDA margin over its
forecast period.  As a result, S&P expects debt to EBITDA will
decline by year-end 2013 to the mid-4x area, interest coverage
will approach 5x, and debt to total book capital will remain in
the mid-40% area.  S&P could lower its rating if home sales slow
significantly, and debt to EBITDA exceeds 5x on a sustained basis.
Given S&P's expectation that D.R. Horton will use debt primarily
to finance inventory and land investment required to support S&P's
robust growth expectations, it believes near-term ratings upside
is limited.  However, S&P could raise its rating one notch if debt
to EBITDA fell to the low-3x area, debt to total book capital
declined to about 40%, and land and inventory investment required
to fund growth is substantially funded by cash from operations and
adequate liquidity is maintained.

RATINGS LIST

D.R. Horton Inc.
Corporate Credit Rating               BB/Stable/--

New Rating

D.R. Horton Inc.
$400 mil. notes due 2023
Senior Unsecured                      BB
  Recovery Rating                      3


DETROIT, MI: Council Pursues Congressional Hearings on Bankruptcy
-----------------------------------------------------------------
Christine Ferretti, writing for The Detroit News, reported that
the City Council approved a resolution echoing the call for
congressional hearings on the increasing use of municipal
bankruptcy filings across the nation and whether Detroit is
misusing the process to slash retiree pensions and healthcare
coverage.

According to the report, the resolution, introduced by member
JoAnn Watson, was crafted in support of a request by U.S. Rep.
John Conyers, D-Detroit, for the hearings to evaluate local and
national ramifications after Detroit filed to pursue the largest
municipal bankruptcy filing in U.S. History.

The council's unanimous vote in favor of the measure comes a day
after Michigan Attorney General Bill Schuette officially joined
Detroit's bankruptcy case in an effort to protect pensioners from
having their retirement benefits cut in the Chapter 9 debt
restructuring, the report said.  Schuette has filed for an
appearance to part of the case with U.S. Bankruptcy Judge Steven
Rhodes.

Rhodes has not yet determined whether Detroit is eligible for
bankruptcy protection from its creditors, who are owed an
estimated $18.5 billion, the report related.

In a letter to Bob Goodlatte, chairman of House Judiciary
Committee, Conyers said he's concerned the process is "anti-
democratic," the report cited.

                      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.


DIVINE MERCY: Updated Case Summary & Creditors' Lists
-----------------------------------------------------
Lead Debtor: Divine Mercy LLC
             7725 NW Westside Dr.
             Kansas City, MO 64152

Bankruptcy Case No.: 13-50466

Chapter 11 Petition Date: July 23, 2013

Court: United States Bankruptcy Court
       Western District of Missouri (St. Joseph)

Judge: Cynthia A. Norton

Debtors' Counsel: Jeffrey A. Deines, Esq.
                  LENTZ CLARK DEINES PA
                  9260 Glenwood
                  Overland Park, KS 66212
                  Tel: (913) 648-0600
                  Fax: (913) 648-0664
                  E-mail: jdeines@lcdlaw.com

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

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

Affiliates that simultaneously filed separate Chapter 11
petitions:

   Debtor                              Case No.
   ------                              --------
O'Laughlin Investments, LLLP           13-50467
  Assets: $100,001 to $500,000
  Debts: $1,000,001 to $10,000,000
O'Laughlin Rentals, Inc.               13-50468
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by James E. O'Laughlin, authorized
representative.

A. In its list of 20 largest unsecured creditors, Divine Mercy LLC
placed only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Metcalf Bank                                     $1,764,712
609 North 291 Highway
Lees Summit, MO 64086

B. A copy of O'Laughlin Investments' list of its three unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/mowb13-50467.pdf

C. A copy of O'Laughlin Rentals' list of its four unsecured
creditors filed together with the petition is available for free
at http://bankrupt.com/misc/mowb13-50468.pdf


DTS8 COFFEE: Delays Form 10-K for Fiscal 2013
---------------------------------------------
DTS8 Coffee & Tea, Inc., informed the U.S. Securities and Exchange
Commission that its annual report on Form 10-K for the period
ended April 30, 2013, could not be filed within the prescribed
time period due to additional time required to prepare and
complete that document.

                          About DTS8 Coffee

DTS8 Coffee Company, Ltd. (previously Berkeley Coffee & Tea, Inc.)
was incorporated in the State of Nevada on March 27, 2009.
Effective Jan. 22, 2013, the Company changed its name from
Berkeley Coffee & Tea, Inc., to DTS8 Coffee Company, Ltd.  On
April 30, 2012, the Company acquired 100 percent of the issued and
outstanding capital stock of DTS8 Holdings Co., Ltd., a
corporation organized and existing since June 2008 under the laws
of Hong Kong and which owns DTS8 Coffee (Shanghai) Co., Ltd.

DTS8 Holdings, through its subsidiary DTS8 Coffee, is a gourmet
coffee roasting company established in June 2008.  DTS8 Coffee's
office and roasting factory is located in Shanghai, China.  DTS8
Coffee is in the business of roasting, marketing and selling
gourmet roasted coffee to its customers in Shanghai, and other
parts of China.  It sells gourmet roasted coffee under the "DTS8
Coffee" label through distribution channels that reach consumers
at restaurants, multi-location coffee shops, and offices.

As reported in the TCR on Aug. 14, 2012, MaloneBailey, LLP, in
Houston, Texas, expressed substantial doubt about Berkeley Coffee
& Tea Inc.'s ability to continue as a going concern, following
the Company's results for the fiscal year ended April 30, 2012.
The independent auditors noted that the Company has suffered
recurring losses from operations.

The Company's balance sheet at Jan. 31, 2013, showed $4.62 million
in total assets, $661,274 in total liabilities and $3.96 million
in total shareholders' equity.


EARL SIMMONS: Rapper DMX Files for Bankruptcy
---------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that the rapper DMX filed for Chapter 11 bankruptcy protection,
court records show, days after his arrest on suspicion of driving
under the influence.

According to the report, filed in the Manhattan bankruptcy court,
the Chapter 11 petition of Earl Simmons, aka DMX, lists less than
$50,000 in assets and $1 million to $10 million in debt. The
rapper said in court papers that he filed for Chapter 11
bankruptcy, which is available to both businesses and consumers,
"to enable me to reorganize my financial affairs."

The New York native and current South Carolina resident owes $1.24
million in child support and more than $21,000 on an auto lease,
among other obligations, the report said.  His principal asset is
a 50% stake in property in Mount Kisco, N.Y.

DMX was arrested in South Carolina for suspicion of driving under
the influence and for failing to have a valid driver's license,
according to Reuters. However, a representative for DMX said the
rapper was never charged with a DUI because he passed a breath
test in jail and was quickly released after posting $1,235 in
bail.

A rapper known for the late ?90s hit "Party Up (Up in Here)," DMX
has also appeared in such movies as "Romeo Must Die," the report
noted.


EDISON MISSION: Creditors Seek Permission to Sue Parent
-------------------------------------------------------
The Official Committee of Unsecured Creditors in the Chapter 11
cases of Edison Mission Energy and its affiliated debtors ask the
Bankruptcy Court for standing and authority to prosecute, and sole
authority to settle, all claims and/or causes of action of the
Debtors' estates against:

     (i) Edison International ("EIX"), a non-debtor and the
         ultimate parent of the Debtors,

    (ii) Southern California Edison ("SCE"), a non-debtor
         subsidiary of EIX,

   (iii) Mission Energy Holding Company ("MEHC"), a non-debtor
         subsidiary of EIX and the Debtors' direct parent,

    (iv) Edison Mission Group ("EMG"), a non-debtor subsidiary
         of EIX and an indirect parent of EME, and

     (v) certain current and former members of the board of
         directors of Edison Mission Energy and the parent
         company.

The Committee's request, filed on Wednesday, has redacted
portions.  The Committee is also seeking Court permission to file
the redacted version under seal as the panel's papers contain
confidential, non-public information that was obtained by the
Committee in connection with its investigation.

"The facts discovered by the Committee to date supports strong
claims against the Defendants, including, among others, for
fraudulent conveyance, illegal dividend, preferential transfer,
fraud, negligent misrepresentation, breach of fiduciary duty,
aiding and abetting breach of fiduciary duty, unjust enrichment,
alter-ego liability, substantive consolidation, equitable
subordination, disallowance of claims and declaratory judgment --
all of which the Committee is best situated and well-prepared to
litigate vigorously and without conflict," the Committee's papers
said.

The Committee believes that recoveries on the Claims could be in
the "billions of dollars," and that only a conflict-free fiduciary
-- unlike the Debtors and their counsel -- will be able to achieve
the most value maximizing outcome.

The Committee said the Debtors' counsel, Kirkland & Ellis LLP, is
unable to appropriately evaluate and prosecute the Claims due to
numerous conflicts of interest.  "To be clear, the Committee
recognizes that [Kirkland] is a world-renowned law firm and a
leader in advising troubled companies.  The Committee and its
professionals universally have great respect for [Kirkland] and
the particular attorneys representing the Debtors.  No matter how
respected or qualified, however, K&E has actual, potential and
apparent conflicts that undermine their ability to objectively
evaluate and prosecute the Claims," the Committee said.

According to the Committee, the results of their probe to date
show that, since its founding in 1986, Edison Mission Energy
operated not as an independent company with the corporate
objective of maximizing value for its stakeholders, but rather as
a controlled division of its parent, EIX.  The Committee said EIX
exploited this control to enrich itself and its regulated utility
business, SCE, to the substantial detriment of EME and its
creditors.

The Committee's probe is ongoing.

The Committee is represented by:

          Ira S. Dizengoff, Esq.
          Stephen M. Baldini, Esq.
          Arik Preis, Esq.
          Robert J. Boller, Esq.
          AKIN GUMP STRAUSS HAUER & FELD LLP
          One Bryant Park
          New York, NY 10036
          Tel: (212) 872-1000
          Fax: (212) 872-1002
          E-mail: idizengoff@akingump.com
                  sbaldini@akingump.com
                  apreis@akingump.com
                  rboller@akingump.com

               - and -

          James Savin, Esq.
          Kevin M. Eide, Esq.
          AKIN GUMP STRAUSS HAUER & FELD LLP
          1333 New Hampshire Avenue, N.W.
          Washington, DC 20036-1564
          Tel: (202) 887-4000
          Fax: (202) 887-4288
          E-mail: jsavin@akingump.com
                  keide@akingump.com

               - and -

          David M. Neff, Esq.
          Brian Audette, Esq.
          PERKINS COIE LLP
          131 South Dearborn Street, Suite 1700
          Chicago, IL 60603-5559
          Tel: (312) 324-8400
          Fax: (312) 324-9400
          E-mail: baudette@perkinscoie.com

                           *     *     *

Cassandra Sweet and Jacqueline Palank, writing for Dow Jones
Newswires, report that creditors of Edison International's
commercial power unit -- Edison Mission Energy -- are seeking more
than $1 billion from the parent company, which vowed on Thursday
to fight their effort.

According to the report, a group of creditors of the Edison
Mission unit have asked the bankruptcy judge overseeing the case
for permission to sue Edison International and Southern California
Edison to obtain an amount that could be in the billions of
dollars, according to documents filed Wednesday with the U.S.
Bankruptcy Court in Chicago.

Edison Mission filed for Chapter 11 bankruptcy protection in
December and has more than $6 billion of debt.  At the time,
Edison International said the bankruptcy would cost it at least
$1.5 billion and said that it and its Southern California Edison
subsidiary would be shielded from the unit's bankruptcy-related
claims.

"The claims are without merit and we intend to vigorously defend
our approach," Edison International Chief Executive Ted Craver
said on Thursday during a conference call with analysts to discuss
the company's quarterly financial results, Dow Jones reports. Mr.
Craver added that the Edison Mission unit "remains structurally
separate from Edison International and all that implies."

Dow Jones says lawyers for the creditors declined to comment on
Thursday.

                        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.


EPIQ SYSTEMS: Moody's Assigns 'B1' CFR & Rates $400MM Debt 'B1'
---------------------------------------------------------------
Moody's Investors Service assigned a B1 Corporate Family Rating
("CFR") and an SGL-1 Speculative Grade Liquidity rating to Epiq
Systems, Inc.  Concurrently, a B1 rating was assigned to $400
million in proposed senior secured credit facilities. Proceeds
will be used to refinance existing debt and add to the cash
balance. The ratings outlook is stable.

Ratings (and Loss Given Default Assessments) assigned:

- Corporate Family Rating, B1

- Probability of Default Rating, B2-PD

- Speculative Grade Liquidity Rating, SGL-1

- Proposed $100 million first lien revolver due 2018, B1 (LGD3,
   31%)

- Proposed $300 million first lien term loan due 2020, B1 (LGD3,
   31%)

Ratings Rationale:

The B1 CFR reflects pro forma debt / EBITDA of approximately 3.9x
and Epiq's relatively small operating revenue size of $400
million, even after robust organic and acquired growth. Epiq has
established a leading position in the fragmented, eDiscovery
market and Moody's expects continued double-digit growth in this
segment, which now comprises roughly two-thirds of Epiq's
consolidated revenues. EBITDA will continue rising at a slower
pace because Epiq's eDiscovery growth is coming primarily from
labor-intensive, lower-margin document review staffing revenues.
Volumes in the cyclical, but profitable, bankruptcy administration
business are expected to decline further in 2013 and 2014. This
mix shift to lower-margin revenues, along with competitive pricing
pressures for eDiscovery software solutions, is expected to drive
further margin compression. Nonetheless, Epiq's profitability
margins compare well with competitors' and EBITDA margin is
expected to remain above 20% of operating revenues.

To supplement organic revenue growth, Moody's anticipates that
Epiq will be acquisitive and that strategic acquisitions will be
partly funded with incremental debt. Key credit metrics may
temporarily weaken from current levels, which are somewhat strong
for the rating category.

The SGL-1 Speculative Grade Liquidity rating reflects Moody's
expectation that Epiq will maintain a very good liquidity profile
over the next four quarters. Upon closing of the refinancing
transaction, Epiq will have more than $50 million of cash on the
balance sheet and an undrawn $100 million revolver. Epiq pays a
quarterly dividend of about $13 million per year, which limits
cash flow available for investments or debt reduction.
Nonetheless, after dividends, Moody's expects at least $25 million
of free cash flow over the next year.

The stable outlook reflects Moody's expectation that Epiq will
maintain good liquidity and total debt/ EBITDA below 4.5x. A
moderate level of acquisition activity is anticipated which could
temporarily dampen credit metrics. The ratings could be downgraded
if Moody's expects total debt / EBITDA to be sustained above 5x or
free cash flow to debt falls below 5%. The ratings could be
upgraded if Epiq expands its scale and diversifies its revenue
base, stabilizes profitability margins, and maintains free cash
flow to debt above 8%.

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.

Epiq is a leading provider of technology-enabled solutions for
electronic discovery, bankruptcy, and class action administration.
Operating revenues are expected to exceed $400 million in 2013.


EPIQ SYSTEMS: S&P Assigns 'BB-' CCR; Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services assigned a 'BB-' corporate
credit rating to Kansas City, Kan.-based Epiq Systems Inc.  The
outlook is stable.

At the same time, S&P assigned a 'BB-' issue-level rating to the
company's proposed $300 million term loan due 2020 and
$100 million revolving credit facility due 2018.  The '3' recovery
rating indicates S&P's expectation for meaningful recovery (50% to
70%) in the event of payment default.

"The ratings on Epiq reflect its 'significant' financial risk
profile with pro forma adjusted leverage in the high-3x area and
an acquisitive growth strategy, and its 'weak' business risk
profile, reflecting its competitive, fragmented, and cyclical end
markets," said Standard & Poor's credit analyst Christian Frank.
S&P expects EBITDA to expand modestly and that the company is
likely to use its debt capacity to support acquisitions, resulting
in leverage remaining in the mid-to-high 3x area through 2014.

Epiq provides software and services to the legal industry in three
areas: eDiscovery, bankruptcy, and settlement administration.
EDiscovery (the process by which parties to legal matters collect
and analyze large amounts of data and digital documents to be used
as evidence) is the company's largest and fastest-growing segment,
representing 60% of first-half 2013 operating revenue with 36%
organic year-over-year growth; however, segment margins have
trended lower since 2007, as a result of the company pursuing more
low-margin document review business, investment in international
expansion, and competitive pressure.  Bankruptcy is the company's
legacy business and its most profitable segment, but it is also
the most cyclical.  Settlement administration is Epiq's least
profitable segment, and long-term growth prospects are low as
class action spending has been flat for the past several years.

The stable outlook reflects S&P's view that Epiq's domain
expertise and good relationships with customers and referral
sources support a degree of operating stability, and that its
financial policy is consistent with the rating.  S&P could lower
the rating if the company sustains adjusted leverage above 4x, due
to debt-financed acquisitions, or eroding profitability caused by
competitive pressure in the eDiscovery segment or continued
cyclical declines in bankruptcy revenue.

Although unlikely in the near term, S&P could raise the rating if
Epiq moderates its acquisition strategy and sustains leverage
below 3x.


EXCEL MARITIME: Creditors Plan to File Rival Chapter 11 Plan
------------------------------------------------------------
Peg Brickley writing for Dow Jones' DBR Small Cap reports that
creditors of Excel Maritime Carriers Ltd. say bondholders are
preparing a rival turnaround plan for the shipping company, which
has pledged itself to a bank-backed Chapter 11 plan.

                     About Excel Maritime

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

The company blamed financial problems on low charter rates.

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

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

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

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


FAIRFAX FINANCIAL: S&P Withdraws 'BB+' Ratings on Subsidiaries
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
'BBB-' long-term counterparty credit rating on Fairfax Financial
Holdings Ltd. and its 'A-' financial strength rating on Fairfax's
core subsidiaries.  S&P has revised the outlook to stable from
positive.

S&P also affirmed the core group status of Hong Kong-based
property casualty insurer Falcon Insurance Co. Ltd. (Falcon).
Falcon's group status is supported by a guarantee provided by
U.S.-based Odyssey Reinsurance Co. (Odyssey Re) that meets S&P's
criteria, so the ratings on Falcon will move in tandem with
those on Odyssey Re.

At the request of the company S&P is withdrawing its 'BB+' long-
term ratings on TIG Insurance Co., Fairmont Insurance Co.,
Fairmont Premier Insurance Co., and Clearwater Insurance Co.

"The ratings reflect our view of the group's strong business risk
profile (BRP) and strong financial risk profile (FRP).  We view
the company's BRP as strong, built on its strong competitive
position, large geographic presence, and sector diversification.
Our view of the FRP is based on Fairfax's very strong capital and
earnings, offset somewhat by its moderate risk position.  Under
our criteria, these factors lead to a possible anchor of either
'a' or 'a-'.  We assigned the latter because we believe the
group's strong financial risk profile somewhat overstates its
contribution to overall creditworthiness in light of Fairfax's
historically weaker underwriting performance relative to peers'
and its significant dependence on consistently generating capital
gains from its investment portfolio to maintain very strong
capital and earnings," S&P said.

For Fairfax S&P applies the standard notching for predominantly
U.S. insurance groups between the long-term ratings on the
operating companies and the holding company.  This reflects the
Canadian holding company's dependence on dividends from its
predominantly U.S.-based operating subsidiaries and the ability of
state insurance regulators to prohibit those dividends.

The outlook is stable.  S&P could lower the ratings if, contrary
to its expectations, capital adequacy decreases and remains
consistently below the 'AA' rating level, or if its competitive
position deteriorates.

S&P could raise the ratings if underwriting performance shows
sustained improvement, leading to stronger operating performance
and fixed-charge coverage measures.


FIRST DATA: Incurs $189.1 Million Net Loss in Second Quarter
------------------------------------------------------------
First Data Corporation reported a net loss attributable to the
Company of $189.1 million on $2.70 billion of revenues for the
three months ended June 30, 2013, as compared with a net loss
attributable to the Company of $157.4 million on $2.68 billion of
revenues for the same period a year ago.

For the six months ended June 30, 2013, the Company incurred a net
loss attributable to the Company of $526.5 million on $5.29
billion of revenues, as compared with a net loss attributable to
the Company of $309.9 million on $5.24 billion of revenues for the
same period during the prior year.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss attributable to the Company of $700.9 million, compared with
a net loss attributable to the Company of $516.1 million during
the prior year.

As of June 30, 2013, the Company had $43.70 billion in total
assets, $41.67 billion in total liabilities, $68.2 million in
redeemable noncontrolling interest and $1.95 billion in total
equity.

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

                        http://is.gd/T2NsYc

                         About First Data

Based in Atlanta, Georgia, First Data Corporation provides
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.

                           *     *     *

The Company's carries a 'B3' corporate family rating, with a
stable outlook, from Moody's Investors Service, a 'B' corporate
credit rating, with stable outlook, from Standard & Poor's, and
a 'B' long-term issuer default rating from Fitch Ratings.


FIRSTENERGY CORP: Fitch Downgrades Issuer Default Ratings to 'BB+'
------------------------------------------------------------------
Fitch has downgraded the Issuer Default Ratings (IDRs) of
FirstEnergy Corporation (FE) and its wholly-owned merchant
generation subsidiaries FirstEnergy Solutions Corporation (FES)
and Allegheny Energy Supply Company, LLC (Supply) to 'BB+' from
'BBB-'. Fitch has also downgraded Jersey Central Power & Light
Company's (JCP&L) IDR to 'BBB-' from 'BBB'. JCP&L's Rating Outlook
has been revised to Stable from Negative.

In addition, Fitch has affirmed the long-term issuer and
securities ratings for all of FE's remaining subsidiaries. The
Rating Outlook for FE and its subsidiaries is Stable. Fitch has
also downgraded the short-term ratings of FE and its subsidiaries
to 'B' from 'F3'.

Approximately $20 billion of debt is affected by today's rating
actions.

Key rating drivers for FE include:

-- The extended downturn in U.S. power prices and its adverse
   effect on operating profits at consolidated FE, FES and Supply;

-- Significant capex and rising operating costs due to
   environmental compliance standards, which further pressure
   margins and cash flows at FES and Supply;

-- FE's planned asset restructuring, plant retirements and debt
   reduction at FES and Supply;

-- Rating linkage between FE and its unregulated and regulated
   operating subsidiaries under Fitch criteria;

-- Relatively stable electric utility operations and cash flows,
   but weakening credit metrics at JCP&L.

Debt Restructuring

The ratings consider debt issuance of $1.5 billion at the FE
parent level during March 2013 and the use of the proceeds to
reduce FES debt by a like amount. The ratings also consider the
issuance of Ohio PIRB Special Purpose Trust Notes totaling $455
million. Fitch expects future, planned asset sales to third
parties in 2013 will be used to reduce debt at FES.

Low Power Prices

The lower ratings and Stable Outlook for FE, FES and Supply
primarily reflect the prolonged downturn in power prices driven by
a surfeit of natural gas supply, strong reserve margins and a
sluggish economic recovery. Low power prices have depressed
margins and cash flows at FES and Supply, along with more
stringent environmental requirements.

Moreover, the results of the PJM Interconnection's 2016/2017 base
residual auction bode ill for a meaningful regional power price
recovery in the near-to-intermediate term, in Fitch's opinion.
FE's announcement in July 2013 to retire the Hatfield super-
critical coal-fired generating facility underscores the challenges
confronting FE's unregulated generation business model against a
backdrop that includes a surfeit of natural gas supply and rising
environmental costs.

Asset Sales

The ratings consider the planned debt restructuring, asset
transfers and sales at FES, Supply and AGC with affiliated
utility, Monongahela Power Company (MP) and third parties. A final
ruling regarding the transfer of the Harrison Power Station
(Harrison) to MP from Supply for approximately $1.1 billion
(1,476-mws net of the sale of the Pleasants plant to Supply) is
expected by the West Virginia Public Service Commission (PSC) in
August 2013.

Fitch notes that certain intervenors in proceedings before the
West Virginia commission are recommending a transfer price of less
than $600 million and completion of the transaction is not
assured.

The planned sale of FES/Supply's unregulated hydro assets to
potential third parties later this year is expected to facilitate
debt reduction.

Environmental Costs

FE has invested heavily to comply with Environmental Protection
Agency (EPA) rules. Continued compliance will require significant
additional capital investment and result in higher operating costs
in 2013 and beyond at FE's unregulated and regulated generating
operations. These factors have resulted in a more leveraged
consolidated financial profile.

On its first quarter 2013 earnings call, FE announced a further
reduction to estimated compliance costs with the EPA's Mercury and
Air Toxics Standard (MATS) by $50 million to $925 million. In
addition, the retirement of the Hatfield and Mitchell units is
expected to reduce MATS compliance by approximately an incremental
$270 million.

AGC

Allegheny Generation Company's (AGC) ratings and Stable Outlook
reflect the company's strong credit metrics relative to Fitch's
'BBB' internal guideline and linkage to FE.

Operating risk at AGC is relatively low. The company's sole asset
is a 40% undivided interest in a large pumped storage facility and
related transmission assets. All of AGC's revenues, earnings and
cash flow are derived from its sales to Supply and affiliate, MP.
Revenues are provided via Federal Energy Regulatory Commission-
approved tariffs.

Storm Activity

The impact of frequent, significant storm activity across FE's
service territory in 2011 and 2012 and recovery of related costs,
especially at JCP&L, is also factored into the utility and FE's
credit ratings. Costs related to Hurricane Sandy totaled $860
million for the FE system and $603 million at JCP&L, pressuring
JCP&L and FE's consolidated credit metrics.

Uncertainty regarding JCP&L's pending general rate case (GRC) and
recovery of deferred storm costs remain a concern for JCP&L and
FE's credit quality. A worse-than expected outcome in the GRC and
related generic storm cost proceeds could lead to further adverse
rating actions. Fitch assumes recovery of prudently incurred storm
costs within six years and no base rate increase.

FE Utility Operations

FE's electric utility subsidiaries are primarily distribution
operating companies serving significant portions of Ohio,
Pennsylvania, New Jersey, Maryland and West Virginia. The
utilities benefit from balanced regulatory jurisdictions,
relatively low risk business profiles and credit metrics that are
generally consistent with the rating categories. Ohio,
Pennsylvania and New Jersey account for more than 85% of FE's
total estimated 2012 electric distribution deliveries.

Fitch expects management to invest significant capital in its
distribution and transmission businesses over the next several
years to enhance service quality and reliability.

West Virginia Rate Case

Monongahela Power Co. (MP) and Potomac Edison (PotEd) filed a
request with the PSC in 2012 to approve the proposed
Harrison/Pleasants transaction. Currently, the Harrison super
critical coal-fired generating facility is 80% owned by Allegheny
Energy Supply (Supply). MP owns 408-megawatts (MW - 20%) of
Harrison.

As proposed, the asset transfer would require implementation of a
temporary transaction surcharge to be implemented concomitant with
closing of the transaction. The surcharge, if approved by the PSC,
would remain effective until the adjudication of MP's next general
rate case proceeding. The requested $192.9 million surcharge at MP
would be offset in part by reductions to its expanded net energy
cost (ENEC) mechanism. Fitch notes that intervenors in the
proceedings have proposed a transfer price of under $600 million
and that there is significant opposition to the proposed
transaction.

Ohio Restructuring

The transition to competition in Ohio has been a slowly evolving,
sometimes controversial process. FE moved early to separate its
generation from regulatory oversight. As a result, its
distribution utilities in the state, OE, CEI and TE, have a less
volatile business mix compared to other utilities in the state
that are in the process of restructuring their generation assets.

ESPs Approved

FE's Ohio-based utilities have Public Utilities Commission of Ohio
(PUCO)-approved electric security plans (ESP) in effect. The ESPs
include generation supply procurement via competitive bid process
and no increase in base distribution rates through May 31, 2016.
In addition, the ESP continues the Distribution Capital Recovery
(DCR) rider, which allows the utilities to recover a return of and
on capital investment of up to $405 million in their delivery
system.

Pennsylvania Operations

FE's Pennsylvania-based utilities exited their multi-year
transition-to-competition plans Dec. 31, 2010. Pennsylvania Public
Utility Commission-approved default service plans are in place
through May 31, 2015.

WV and MD

MP provides integrated, regulated electricity service in parts of
West Virginia and PotEd provides transmission and distribution
services in portions of West Virginia and Maryland. While the
regulatory environment in West Virginia has been somewhat
restrictive from an investor viewpoint, recent decisions have been
more balanced, in Fitch's view. In Maryland, energy regulation has
in recent years been less of a political focal point than it had
been previously.

Parent/Subsidiary Linkage

FE and its operating subsidiaries' ratings are closely linked in
accordance with Fitch criteria. IDR linkage reflects FE's reliance
on its operating subsidiary dividends to meet its financial
obligations, centrally managed operations and treasury functions
including money pools and sub-limits on revolving credit
agreements.

Liquidity

Fitch believes FE's consolidated liquidity position is solid, with
$6 billion of existing, committed bank facilities that mature May
2018. As of April 30, 2013, FE had more than $3 billion of
available liquidity on credit facilities totaling at the time $5.5
billion and maturing in May 2017. FE subsequently extended the
maturity dates one year to May 2018 and exercised an accordion
feature increasing borrowing capacity at FE's revolver to $2.5
billion from $2 billion.

FE subsidiary AGC's $50 million revolving credit facility matures
December 2013.

In addition to sub-limit borrowing under FE's $2.5 billion credit
facility, FE's integrated and distribution utility subsidiaries
also participate in a money pool to meet their short-term working
capital requirements.

The Stable Outlook for Supply takes into consideration plans by FE
management to eventually merge Supply into FES. The companies will
remain separate entities for the near-to medium-term. However, FES
and Supply are currently managed operationally and financially as
one entity (together FE Generation).

Rating Sensitivities

A rating upgrade at this juncture appears unlikely for FE and its
subsidiaries. A credit rating downgrade could be triggered by:
lower than expected margins and volumes at FES and Supply;
continued deterioration at JCP&L; and or an unexpected adverse
operating event at one of FE's nuclear or large coal-fired
generating units.

Fitch has taken the following rating actions:

FirstEnergy Corp.

-- IDR downgraded to 'BB+' from 'BBB-';
-- Senior unsecured debt downgraded to 'BB+' from 'BBB-';
-- Short-term IDR and commercial paper ratings downgraded to 'B'
    from 'F3'.

The Rating Outlook is Stable.

FirstEnergy Solutions Corp.

-- IDR downgraded to 'BB+' from 'BBB-';
-- Senior unsecured debt downgraded to 'BB+' from 'BBB-';
-- Short-term IDR and commercial paper ratings downgraded to 'B'
    from 'F3'.

The Rating Outlook is Stable.

Allegheny Energy Supply Co., LLC

-- IDR downgraded to 'BB+' from 'BBB-';
-- Senior unsecured debt and revenue bonds downgraded to 'BB+'
    from 'BBB-';
-- Short-term IDR downgraded to 'B' from 'F3'.

The Rating Outlook is Stable.

Allegheny Generating Co.

-- Issuer Default Rating (IDR) affirmed at 'BBB';
-- Short-term IDR downgraded to 'B' from 'F3'.

The Rating Outlook is Stable.

Jersey Central Power & Light

-- IDR downgraded to 'BBB-' from 'BBB'
-- Senior unsecured debt downgraded to 'BBB' from 'BBB+'
-- Short-term IDR and commercial paper downgraded to 'B' from
   'F3'.

The Rating Outlook revised to Stable from Negative.

Ohio Edison Company

-- IDR affirmed at 'BBB-';
-- Senior secured debt affirmed at 'BBB+';
-- Senior unsecured debt and revenue bonds affirmed at 'BBB';
-- Short-term IDR and commercial paper downgraded to 'B' from
    'F3'.

The Rating Outlook is Stable.

Pennsylvania Power Company

-- IDR affirmed at 'BBB-';
-- Senior secured debt affirmed at 'BBB+';
-- Short-term IDR downgraded to 'B' from 'F3'.

The Rating Outlook is Stable.

Cleveland Electric and Illuminating Co.

-- IDR affirmed at 'BB+';
-- Senior secured debt affirmed at 'BBB';
-- Senior unsecured debt affirmed at 'BBB-'.

The Rating Outlook is Stable.

Toledo Edison Company

-- IDR affirmed at 'BB+';
-- Senior secured debt affirmed at 'BBB'.

The Rating Outlook is Stable.

BVPS II Funding Corp.

-- Secured debt affirmed at 'BBB'.

Beaver Valley II Funding Corp.

-- Secured Debt affirmed at 'BBB'.

PNPP II Funding Corp.

-- Secured debt affirmed at 'BBB-'.

Pennsylvania Electric Company

-- IDR affirmed at 'BBB-';
-- Senior secured debt affirmed at 'BBB+';
-- Senior Unsecured Debt affirmed at 'BBB';
-- Short-term IDR and commercial paper downgraded to 'B'
    from 'F3'.

The Rating Outlook is Stable.

Metropolitan Edison Company

-- IDR affirmed at 'BBB';
-- Senior secured affirmed at 'A-';
-- Senior unsecured affirmed at 'BBB+';
-- Short-term IDR and commercial paper downgraded to 'B'
   from 'F3'.

The Rating Outlook is Stable.

Monongahela Power Company
-- IDR affirmed at 'BBB';
-- Senior secured debt affirmed at 'A-';
-- Secured revenue bonds affirmed at 'A-';
-- Senior unsecured revenue bonds affirmed at 'BBB+';
-- Short-term IDR downgraded to 'B' from 'F3'.

The Rating Outlook is Stable.

Potomac Edison
-- IDR affirmed at 'BBB';
-- Senior secured debt affirmed at 'A-';
-- Secured revenue bonds affirmed at 'A-';
-- Senior unsecured debt affirmed at 'BBB+';
-- Short-term IDR downgraded to 'B' from 'F3'.

The Rating Outlook is Stable.

West Penn Power Co.
-- IDR affirmed at 'BBB';
-- Senior Secured Debt affirmed at 'A-';
-- Short-term IDR downgraded to 'B' from 'F3'.

The Rating Outlook is Stable.

Trans-Allegheny Interstate Line Co.
-- IDR affirmed at 'BBB';
-- Senior unsecured debt affirmed at 'BBB+';
-- Short-term IDR downgraded to 'B' from 'F3'.

The Rating Outlook is Stable.

American Transmission Systems Inc.
-- IDR affirmed at 'BBB';
-- Senior unsecured debt affirmed at 'BBB+';
-- Short-term IDR downgraded to 'B' from 'F3'.

The Rating Outlook is Stable.


GASCO ENERGY: Files Form 10-Q, Incurs $3 Million Net Loss in Q2
---------------------------------------------------------------
Gasco Energy, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $2.97 million on $2.86 million of total revenues for the three
months ended June 30, 2013, as compared with a net loss of
$5.15 million on $1.60 million of total revenues for the same
period during the prior year.

For the six months ended June 30, 2013, the Company incurred a net
loss of $4.69 million on $4.73 million of total revenues, as
compared with a net loss of $10.21 million on $4.78 million of
total revenues for the same period a year ago.

As of June 30, 2013, the Company had $53.16 million in total
assets, $40.05 million in total liabilities and $13.10 million in
total stockholders' equity.

                        Bankruptcy Warning

To continue as a going concern, the Company said it must generate
sufficient operating cash flows, secure additional capital or
otherwise pursue a strategic restructuring, refinancing or other
transaction to provide it with additional liquidity.  The
Company's ability to do so will depend on numerous factors, some
of which are beyond its control.  For example, the urgency of the
Company's liquidity situation may require it to pursue such a
transaction at an inopportune time when the Company has little or
no negotiating leverage.

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

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

                        http://is.gd/qPHAqe

                        About Gasco Energy

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

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

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


GELTECH SOLUTIONS: Director J. Eisenberg Resigns
------------------------------------------------
Jerome Eisenberg resigned as a director of GelTech Solutions,
Inc., on July 25, 2013.

                           About GelTech

Jupiter, Fla.-based GelTech Solutions. Inc., is a Delaware
corporation organized in 2006.  The Company markets four products:
(1) FireIce(R), a water soluble fire retardant used to protect
firefighters, structures and wildlands; (2) Soil2O(R) 'Dust
Control', its new application which is used for dust mitigation in
the aggregate, road construction, mining, as well as, other
industries that deal with daily dust control issues; (3)
Soil2O(R), a product which reduces the use of water and is
primarily marketed to golf courses, commercial landscapers and the
agriculture market; and (4) FireIce(R) Home Defense Unit, a system
for applying FireIce(R) to structures to protect them from
wildfires.

"As of December 31, 2012, the Company had a working capital
deficit, an accumulated deficit and stockholders' deficit of
$1,339,923, $26,011,370 and $2,655,057, respectively, and incurred
losses from operations of $3,211,484 for the six months ended
December 31, 2012 and used cash from operations of $1,994,491
during the six months ended December 31, 2012.  In addition, the
Company has not yet generated revenue sufficient to support
ongoing operations.  These factors raise substantial doubt
regarding the Company's ability to continue as a going concern."

For the nine months ended March 31, 2013, the Company incurred a
net loss of $4.06 million on $206,880 of sales, as compared with a
net loss of $4.04 million on $304,361 of sales for the same period
a year ago.  The Company's balance sheet at March 31, 2013, showed
$1.47 million in total assets, $3.31 million in total liabilities
and a $1.83 million total stockholders' deficit.


GENERIC DRUG: New Term Loan and Revolver Gets Moody's B1 Rating
---------------------------------------------------------------
Moody's Investors Service rated Generic Drug Holdings, Inc.'s new
First Lien Term Loan and extended Secured Revolver at B1. Proceeds
will be used to refinance existing term debt and mezzanine debt
(unrated) as well as provide a special dividend to sponsors. At
the same time, Moody's affirmed the company's B2 Corporate Family
Rating and its B2-PD Probability of Default rating. The rating
outlook is changed to negative from stable. Upon close of this
transaction, the ratings on the existing Term Loan B and secured
revolver will be withdrawn.

Ratings assigned:

Generic Drug Holdings, Inc.

New $380 million First Lien Term Loan at B1 (LGD3, 36%)

Extended $35 million Sr. Secured Revolver at B1, (LGD3, 36%)

Ratings affirmed:

Generic Drug Holdings, Inc.

Corporate Family Rating of B2

Probability of Default Rating of B2-PD

Ratings Rationale:

The negative outlook reflects Moody's view that the company's
debt-financed dividend and recent acquisition signal more
aggressive financial policies. As a result, leverage is more
likely to be sustained above levels consistent with its current B2
rating. Although EBITDA will benefit from last year's Rugby
acquisition and the recent increase in sales force, there is a
likelihood that management will continue to pursue debt-financed
acquisitions to improve scale.

The B2 rating primarily reflects Generic Drug Holdings' extremely
small scale relative to large industry players, high financial
leverage (almost 6.0 times following this dividend recap, even
after excluding common equity with a PIK feature), and the
potential for changing competitive dynamics to squeeze the
company's profitability. These risks are offset by a steady track
record of consistent operating performance, balance provided by
the institutional segment, and good industry fundamentals for
generic drug utilization.

The ratings could be downgraded if leverage is sustained above 5.0
times due to acquisitions or dividends, or if operating
performance substantially falters. Scenarios in which this could
occur would include a change in competitive dynamics causing rapid
margin erosion, or the loss of key contracts in the Major
business. Given the company's small size and market position, its
relatively high financial leverage, and changing industry
dynamics, upward rating pressure is not expected in the near term.
Over the long term, strong operating performance, significant cash
flow, greater scale and market share, and a substantial decline in
financial leverage (e.g. below 3.5 times) could result in an
upgrade.

The principal methodology used in this rating was the Global
Distribution & Supply Chain Services published in November 2011.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Livonia, Michigan, Generic Drug Holdings, Inc.
through its subsidiary The Harvard Drug Group, L.L.C.
(collectively referred to as "Harvard") is a distributor of
branded and generic pharmaceutical products, over-the-counter
products, respiratory medicines and compounding supplies. The
company has been privately-owned by Court Square Capital Partners
since an April 2010 buy-out transaction. In 2012, the company
reported net revenues of approximately $439 million.


GULF STATES STEEL: 11th Cir. Clears Nucor of Antitrust Violations
-----------------------------------------------------------------
The U.S. Court of Appeals for the Eleventh Circuit affirmed -- in
a July 15, 2013 decision available at http://is.gd/olTvZLfrom
Leagle.com -- a district court's grant of summary judgment in
favor of the defendant in the antitrust action GULF STATES
REORGANIZATION GROUP, INC. v. NUCOR CORPORATION, Case No.
11-14983.

Nucor is a manufacturer of black hot rolled coil steel and was one
of Gulf States Steel's competitors.  GSRG, a newly formed entity,
wanted to enter the black hot rolled coil steel market by
purchasing the assets of Gulf States Steel.

GSRG sued Nucor, et al., alleging that they contracted and
combined to purchase the steel-producing assets of Gulf States
Steel in order to block competition in the black hot rolled coil
steel market.

In its July 15 order, the Eleventh Circuit opined that GSRG has
failed to provide evidence that Nucor monopolized the black hot
rolled coil steel market.

In 1999, Gulf States Steel Inc. filed for Chapter 11 bankruptcy.
In 2000, after reorganization proved unsuccessful, the case was
converted into a Chapter 7 liquidation proceeding.


HARDWOOD CABINETS: Case Summary & 17 Unsecured Creditors
--------------------------------------------------------
Debtor: Hardwood Cabinets, LLC
        P.O. Box 68
        Burrton, KS 67020

Bankruptcy Case No.: 13-11933

Chapter 11 Petition Date: July 26, 2013

Court: U.S. Bankruptcy Court
       District of Kansas (Wichita)

Judge: Robert E. Nugent

Debtors' Counsel: Edward J. Nazar, Esq.
                  REDMOND & NAZAR, LLP
                  245 North Waco, Suite 402
                  Wichita, KS 67202
                  Tel: (316) 262-8361
                  Fax: (316) 263-0610
                  E-mail: ebn1@redmondnazar.com

Scheduled Assets: $37,000

Scheduled Liabilities: $6,764,003

Affiliates that simultaneously filed for Chapter 11:

        Debtor                      Case No.
        ------                      --------
WK Lang Holdings, LLC               13-11934
  Assets: $14,000
  Debts: $5,602,766
Hardwood Millwork and Supply, LLC   13-11935
   fdba Hardwood Supply, LLC
  Assets: $1,083,000
  Debts: $5,674,086
Hardwood Manufacturing, LLC         13-11937
  Assets: $1,323,740
  Debts: $5,612,658

The petitions were signed by Steven C. Lang, president/member.

A. A copy of Hardwood Cabinets' list of its 17 largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ksb13-11933.pdf

B. A copy of WK Lang Holdings' list of its 16 largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ksb13-11934.pdf

C. A copy of Hardwood Millwork and Supply's list of its 17 largest
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/ksb13-11935.pdf

D. A copy of Hardwood Manufacturing's list of its 16 largest
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/ksb13-11937.pdf


HARMONY FOODS: S&P Withdraws 'B-' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Santa
Cruz, Ca.-based Harmony Foods Corp. (d/b/a Santa Cruz Nutritionals
Inc.), including S&P's 'B-' corporate credit rating, at the
issuer's request.

On July 29, 2013, the company was acquired by RoundTable
Healthcare Management LLC.  As part of the transaction, the
company refinanced, and the remaining amount outstanding
($103.5 million) of the company's $115 million 10% senior secured
notes has been repaid.


HORIZON HEALTH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Horizon Health Center, Inc.
        714 Bergen Avenue
        Jersey City, NJ 07306

Bankruptcy Case No.: 13-26348

Chapter 11 Petition Date: July 26, 2013

Court: U.S. Bankruptcy Court
       District of New Jersey (Newark)

Judge: Rosemary Gambardella

Debtor's Counsel: Anthony Sodono, III, Esq.
                  TRENK, DIPASQUALE, DELLA FERA & SODONO, P.C.
                  347 Mt. Pleasant Avenue, Suite 300
                  West Orange, NJ 07052
                  Tel: (973) 243-8600
                  Fax: (973) 243-8600
                  E-mail: asodono@trenklawfirm.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/njb13-26348.pdf

The petition was signed by Marilyn Cintron, chief executive
officer.


ICEF PUBLIC: S&P Assigns 'BB' Rating to 2013A & 2013B Bonds
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
California School Finance Authority's school facility revenue
bonds, series 2013A and taxable series 2013B, issued for ICEF -
View Park High School, Calif.  The outlook is stable.

The rating is based on S&P's view of the security provided by the
obligated school, View Park, and not by the operator, Inner City
Education Foundation (ICEF), although S&P believes the condition
of the operator may influence the credit quality of the obligated
school.

"The rating also reflects our opinion of the school's progress in
reducing a structural deficit and low liquidity, offset by a
strong management team, capacity enrollment, and good debt service
coverage," said Standard & Poor's credit analyst Carlotta Mills.

The debt is estimated to be about $9.9 million and will finance
the acquisition of an existing public charter high school facility
in Los Angeles.  The school will be acquired by a single-purpose
limited liability company (LLC).  The LLC, in turn, will lease the
facility to View Park Preparatory Accelerated Charter High School,
one of the 14 schools operated by ICEF Public Schools on a long-
term lease. The bonds are secured solely by View Park High School
revenues.


ICEWEB INC: Amends Letter of Intent to Acquire CTC
--------------------------------------------------
IceWEB, Inc., on July 26, 2013, entered into an Amended and
Restated Letter of Intent to acquire Computers and Tel-Comm, Inc.,
and its subsidiary KC NAP, LLC, of Kansas City, Missouri.  The
Amended and Restated LOI replaces in its entirety the initial
letter of intent entered into on March 1, 2013, as subsequently
amended on each of March 13, 2013, April 3, 2013, May 3, 2013 and
May 21, 2013.

Under the terms of the initial letter of intent, as amended, as
consideration for CTC and its subsidiary KCNAP, the Company was
going to issue the shareholders of CTC and KCNAP a number of
shares of the Company's common stock such that immediately after
the conclusion of the transaction the shareholders of CTC and
KCNAP would own between 40 percent and 45 percent of the then
outstanding shares of the Company's common stock, which was
estimated to be 230,000,000 shares.

Under the terms of the Amended and Restated LOI, at closing the
Company will acquire 100 percent of CTC which will include 100
percent of the membership interests of KCNAP in exchange for
shares of the Company's common stock, with the number of shares to
be based on the dollar amount that has been invested by CTC
shareholders and by Streamside Partners, a holder of CTC
convertible debentures, as adjusted, divided by $0.0281 per share.
The IceWEB common stock to be issued will be reduced pro rata by
no more than $75,000 of the amount that IceWEB has funded the
operations of CTC to date.  It is presently estimated that if this
transaction is consummated, the Company will issue the
shareholders of CTC approximately 24,700,000 shares of its common
stock.

In addition to the execution of a definitive agreement between the
parties, the closing of this transaction is subject to:

   * the purchase by the Company of the lessor's interest under a
     master lease agreement for CTC's principal facilities, the
     payment of which will be in addition to the purchase price
     for CTC and KCNAP.  The purchase price of this interest is
     estimated to be $1,000,000 in cash and a note payable for
     $300,000, and the Company will need to raise additional
     capital to fund this condition precedent; and

   * the completion of the audits of CTC and KCNAP.

Under the terms of the Amended and Restated LOI, the closing is to
occur by Aug. 30, 2013.  Until that time, the Company is under no
further obligation to continue any discussions or negotiations.
In addition, the CTC shareholders have agreed to a no-shop
restrictions until Sept. 30, 2013.  Given the need to satisfy the
conditions precedent, there are no assurances the Company will
consummate the transactions contemplated by the Amended and
Restated LOI.

A copy of the Amended and Restated LOI is available for free at:

                        http://is.gd/Zui4yY

                            About IceWEB

Sterling, Va.-based IceWEB, Inc., manufactures and markets
purpose-built appliances, network and cloud-attached storage
solutions and delivers on-line cloud computing application
services.  The Company's customer base includes U.S. government
agencies, enterprise companies, and small to medium sized
businesses (SMB).

D'Arelli Pruzansky, P.A., in Boca Raton, Florida, expressed
substantial doubt about IceWEB's ability to continue as a going
concern.  The independent auditors noted that the Company had net
losses of $6,485,048 for the year ended Sept. 30, 2012.

The Company reported a net loss of $6.5 million on $2.6 million of
sales in fiscal 2012, compared with a net loss of $4.7 million on
$2.7 million of sales in fiscal 2011.

The Company's balance sheet at March 31, 2013, showed $1.47
million in total assets, $3.39 million in total liabilities and a
$1.91 million total stockholders' deficit.


IDERA PHARMACEUTICALS: Longwood Held 8.4% Equity Stake at May 29
----------------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, Longwood Capital Partners LLC disclosed that as of
May 29, 2013, it beneficially owned 3.79 million shares of common
stock of Idera Pharmaceuticals Inc. representing 8.4 percent of
the shares outstanding.  A copy of the regulatory filing is
available for free at http://is.gd/Ttld37

                   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.


INSPIREMD INC: First Patient Enrolled in MGuardTM Trial
-------------------------------------------------------
InspireMD, Inc., said the first patient has been enrolled in the
Master II IDE clinical trial to evaluate the safety and
effectiveness of the MGuardTM Prime Embolic Protection Stent (EPS)
in patients suffering from ST Elevation Myocardial Infarction
(STEMI).

The multi-center, randomized trial is expected to include up to 70
sites in the U.S. and Europe and as many as 1,114 patients.  The
results are intended to support the Company's Investigational
Device Exemption (IDE) application with the U.S. Food and Drug
Administration (FDA) to market the MGuardTM Prime MicroNetTM
covered coronary stent system in the U.S.

The trial has two co-primary endpoints: superiority in complete ST
resolution and non-inferiority in death and target vessel
myocardial infarction.  In addition, a 356 patient sub-study will
be conducted to assess the effect of the MGuard PrimeTM EPS on
infarct size, as measured by Magnetic Resonance Imaging (MRI).

The trial's principal investigators are Gregg Stone, M.D., of New
York Presbyterian Hospital and Columbia University Medical Center
in New York City, and Jose P. S. Henriques, M.D., of the Academic
Medical Center in Amsterdam.

The first procedure was performed at ZNA Middelheim by Stefan
Verheye, M.D., "Distal embolization and no-reflow are severe
concerns when treating our STEMI patients.  From our experience
over the last two years, the MGuard Prime EPS has improved patient
outcome and led to brilliant results, thanks to its unique
protective mesh" said Dr. Verheye.  "I am excited about
participating in the MASTER II Trial and enthusiastic about its
potential impact on patient care worldwide."

"Enrolling our first patient in MASTER II is a very important
milestone for the company.  We are committed to advancing patient
care through robust clinical research," said Alan Milinazzo,
InspireMD's CEO and President.  "MASTER II provides another
important opportunity for us to demonstrate the safety of MGuard
EPS and to validate its effectiveness compared to current standard
of care treatment for STEMI patients."

The FDA trial, known as MASTER II (MGuardTM for Acute ST Elevation
Reperfusion), is the second in a series of randomized clinical
studies intended to validate the safety and effectiveness of the
MGuardTM EPS platform and achieve registration with appropriate
regulatory authorities worldwide.

InspireMD's MGuardTM EPS technology previously yielded positive
results in the MASTER Trial findings, showing a statistically and
clinically significant acute advantage with regard to ST segment
resolution.  As a result, the MGuardTM EPS may hold the potential
to lower the incidence of adverse events and improve the survival
of patients suffering from acute myocardial infarction.

                          About InspireMD

InspireMD, Inc., was organized in the State of Delaware on
Feb. 29, 2008, as Saguaro Resources, Inc., to engage in the
acquisition, exploration and development of natural resource
properties.  On March 28, 2011, the Company changed its name from
"Saguaro Resources, Inc." to "InspireMD, Inc."

Headquartered in Tel Aviv, Israel, InspireMD, Inc., is a medical
device company focusing on the development and commercialization
of its proprietary stent platform technology, Mguard.  MGuard
provides embolic protection in stenting procedures by placing a
micron mesh sleeve over a stent.  The Company's initial products
are marketed for use mainly in patients with acute coronary
syndromes, notably acute myocardial infarction (heart attack) and
saphenous vein graft coronary interventions (bypass surgery).

InspireMD reported a net loss of US$17.59 million on US$5.35
million of revenue for the year ended June 30, 2012, compared with
a net loss of US$6.17 million on US$4.67 million of revenue during
the prior year.  For the nine months ended March 31, 2013, the
Company incurred a net loss of $14.31 million on $3.37 million of
revenues.  The Company's balance sheet at March 31, 2013, showed
$9.79 million in total assets, $13.20 million in total
liabilities, and a $3.40 million total capital deficiency.

Kesselman & Kesselman, in Tel Aviv, Israel, issued a "going
concern" qualification on the consolidated financial statements
for the year ended June 30, 2012.  The independent auditors noted
that the Company has had recurring losses, negative cash flows
from operating activities and has significant future commitments
that raise substantial doubt about its ability to continue as a
going concern.

The Company said the following statement in its quarterly report
for the period ended Dec. 31, 2012:  "The Company has had
recurring losses and negative cash flows from operating activities
and has significant future commitments.  For the six months ended
December 31, 2012, the Company had losses of approximately $9.4
million and negative cash flows from operating activities of
approximately $5.8 million.  The Company's management believes
that its financial resources as of December 31, 2012 should enable
it to continue funding the negative cash flows from operating
activities through the three months ended September 30, 2013.
Furthermore, commencing October 2013, the Company's senior secured
convertible debentures (the "2012 Convertible Debentures") are
subject to a non-contingent redemption option that could require
the Company to make a payment of $13.3 million, including accrued
interest.  Since the Company expects to continue incurring
negative cash flows from operations and in light of the cash
requirement in connection with the 2012 Convertible Debentures,
there is substantial doubt about the Company's ability to continue
operating as a going concern.  These financial statements include
no adjustments of the values of assets and liabilities and the
classification thereof, if any, that will apply if the Company is
unable to continue operating as a going concern."


INTERLINE BRANDS: S&P Lowers Corp. Credit Rating to 'B'
-------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit rating on Jacksonville, Fla.-based Interline
Brands Inc. (Delaware Corp.) to 'B' from 'B+'.  The rating outlook
is stable.

At the same time, S&P lowered its issue-level ratings on the
company's $365 million holding company notes due 2018 to 'CCC+'
(two notches below the corporate credit rating) from 'B-'.  The
recovery rating on these notes remains unchanged at '6',
indicating S&P's expectation for negligible (0% to 10%) recovery
in the event of payment default.

S&P also lowered its issue-level ratings on Interline New Jersey's
$300 million senior notes due 2018 to 'B' (the same as the
corporate credit rating) from 'B+'.  The recovery rating on these
notes remains unchanged at '4', indicating S&P's expectation for
average (30% to 50%) recovery in the event of payment default.

The downgrade reflects S&P's expectation that Interline will
operate its business with a higher level of debt than it had
previously anticipated.  After the JanPak acquisition at the end
of 2012, leverage increased to 6.5x and S&P expected it to
decrease to about 5.5x by the end of 2013.  Currently, S&P expects
leverage to decrease only to about 6x due to debt repayment being
lower than previously thought.

"The outlook is stable, reflecting our expectation that EBITDA
will continue to gradually improve as a result of the ongoing
integration of its acquisitions and its exposure to the
multifamily REITs market, which we expect to remain strong over
the next 12 months.  We expect Interline to maintain total
leverage in line with a highly leveraged financial risk profile,
including debt to EBITDA of about 6x, FFO to debt of about 10%,
and adequate liquidity," said Standard & Poor's credit analyst
Maurice Austin.

"We view the potential for a downgrade to be unlikely over the
next 12 months based on our expectation for favorable market
conditions for Interline's business over that timeframe.  However,
we would lower our rating if the increase in occupancy and rental
rates for multifamily REITs were less than expected, resulting in
our assessment of liquidity to be "less than adequate."  This
could occur if the ABL availability decreased to less than
$27.5 million," S&P added.

"We are similarly unlikely to upgrade the company over the next
year given the company's ownership by affiliates of private equity
firms.  Indeterminate financial policies related to this financial
sponsorship would likely compel us to view financial risk as
highly leveraged even if debt to EBITDA did drop to less than 5x
for a period of time," S&P noted.


INTERPOOL INC: S&P Affirms 'B+' CCR; Outlook Stable
---------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its long-
term 'B+' corporate credit rating on Interpool Inc.  The outlook
is stable.  At the same time, S&P affirmed its 'B-' rating (two
notches below the corporate credit rating) on the $300 million
second-lien notes co-issued by TRAC Intermodal Corp. and TRAC
Intermodal LLC (together, TRAC), wholly owned subsidiaries of TRAC
Intermodal Holding Corp. (Holding; not rated).  Holding is
Interpool's parent.  S&P also affirmed the '6' recovery rating on
the notes, indicating likely negligible (0%-10%) recovery for
noteholders in a payment default scenario.

The ratings on Princeton, N.J.-based Interpool reflect the
company's substantial debt load and limited financial flexibility.
The company has pledged almost all of its assets as collateral
under various financings.  Positive credit factors include
Interpool's no. 1 market position in an industry, chassis leasing,
with a limited number of market participants, as well as its
ability to scale back capital spending and reduce debt in periods
of weak demand.  Standard & Poor's categorizes Interpool's
business risk profile as "fair," its financial risk profile as
"aggressive," its liquidity as "adequate," and its management as
"fair" under its criteria.  The company does not publicly disclose
financial information.

"The stable rating outlook reflects S&P's expectation that the
company will modestly improve its financial profile, benefiting
from increased earnings and cash flow from higher utilization and
rates," said Standard & Poor's credit analyst Funmi Afonja.


INTERTAPE POLYMER: Moody's Hikes CFR to B1 on Good Performance
--------------------------------------------------------------
Moody's Investors Service upgraded Intertape Polymer Group Inc.'s
corporate family rating (CFR) to B1 from B2, and affirmed the
company's B2-PD probability of default rating (PDR), Caa1
subordinated notes rating and SGL-3 speculative grade liquidity
rating. The ratings outlook is stable.

The upgrade reflects Intertape's good operating performance,
management's continued focus on debt reduction and the company's
strengthened credit metrics (adjusted Debt/EBITDA of 2.5x and
EBIT/Interest of 3.7x) which provide cushion to absorb any
unexpected changes in volumes, pricing or raw material costs.

Intertape intends to redeem its remaining $19 million ($125
million original face amount) of rated 8.5% subordinated notes on
August 30, 2013. Since the company will have no rated debt,
Moody's will withdraw all ratings when the redemption is
completed.

Intertape's B2-PD PDR was affirmed to reflect the expected change
in its capital structure, which will comprise of only first lien
senior secured bank debt. The one notch differential between the
company's CFR and PDR is consistent with the application of
Moody's loss-given-default methodology to a first lien only bank
debt capital structure.

Upgrades:

Issuer: Intertape Polymer Group Inc.

Corporate Family Rating, Upgraded to B1 from B2

Affirmations:

Issuer: Intertape Polymer Group Inc.

Probability of Default Rating, Affirmed B2-PD

Speculative Grade Liquidity Rating, Affirmed SGL-3

Issuer: Intertape Polymer US Inc.

Senior Subordinated Regular Bond/Debenture due Aug 1, 2014,
Affirmed Caa1 (LGD5, 81%)

Ratings Rationale:

Intertape's B1 CFR reflects its lack of significant pricing power
and constrained ability to pass on raw material cost increases to
customers, a competitive and fragmented industry with very large
and better capitalized players, commoditized product offerings,
and reliance on highly cyclical end markets. The rating benefits
from the company's strong credit metrics, management's continued
focus on cost reduction, including capacity rationalization and
efficiency improvements, and ongoing efforts to develop higher
margin new products while exiting low margin ones. Moody's expects
continued debt reduction will enable leverage to decline towards
2x within 12 to 18 months.

Intertape's liquidity is adequate as evidenced by the SGL 3
speculative grade liquidity rating. This is supported by cash
balances of $6 million at Q1/13, about $40 million of availability
under its $200 million asset-based revolver (subject to a
borrowing base restriction) that matures in February 2017,
expectations for annual free cash flow generation of about $35
million, and lack of meaningful debt maturities until the ABL
comes due. Intertape does not have to comply with financial
covenants unless its availability falls below $25 million, to
which it has to comply with a fixed charge ratio of 1x. Moody's
does not expect this covenant to be restrictive for the
foreseeable future.

The stable outlook reflects Moody's expectation that Intertape
will sustain its credit metrics while it continues to rationalize
operations, introduce new high margin products and increase
capital expenditures to support future growth.

The rating could be upgraded if EBIT margin is sustained above
10%, Debt/EBITDA below 2x and EBIT/Interest above 4.5x.

The rating could be downgraded if EBIT margin deteriorates towards
5%, Debt/EBITDA increases towards 5x and EBIT/Interest declines
below 2x.

The principal methodology used in this rating was the Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
Industry Methodology published in June 2009. Other methodologies
used include Loss Given Default for Speculative-Grade Non-
Financial Companies in the U.S., Canada and EMEA published in June
2009.

Intertape Polymer Group Inc. manufactures and sells tapes and
films (about 85% of revenue) and specialty fabrics and flexible
packaging systems to a diverse customer base. The company is
headquartered in Montreal, Quebec and Bradenton, Florida and
generated revenue of $782 million in the twelve months ended March
31, 2013.


INTRAOP MEDICAL: U.S. Trustee Takes Aim at Sale Process
-------------------------------------------------------
Marie Beaudette writing for Dow Jones' DBR Small Cap reports that
IntraOp Medical Corp.'s plan to put its assets on the auction
block next month is facing some opposition from the federal
government's bankruptcy watchdog, who said some of the proposed
bidding rules will "chill the bidding" for the company's assets.

                       About IntraOp Medical

Headquartered in Sunnyvale, California, IntraOp Medical Corp.
(OTC BB: IOPM) -- http://www.intraopmedical.com/-- develops,
manufactures, markets, distributes and services Mobetron, a
proprietary mobile electron-beam cancer treatment system designed
for use in intraoperative electron-beam radiation therapy, or
IOERT.

IntraOp Medical Corp. filed a petition for Chapter 11 protection
(Bankr. N.D. Cal. Case No. 13-bk-53791) on July 15 in San Jose,
California.

Revenue for the September 2012 fiscal year was $13.2 million.  The
IntraOp device delivers radiation during surgery to cancerous
tissue while shielding healthy tissue.


IRENDA CORPORATION: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Irenda Corporation
        14131 S Avalon Blvd
        Los Angeles, CA 90061

Bankruptcy Case No.: 13-28676

Chapter 11 Petition Date: July 23, 2013

Court: United States Bankruptcy Court
       Central District of California (Los Angeles)

Debtor's Counsel: Joyce H. Vega, Esq.
                  JOYCE H VEGA & ASSOCIATES
                  6185 Magnolia Avenue Suite #318
                  Riverside, CA 92506
                  Tel: (888) 616-5762
                  Fax: (888) 616-5762
                  E-mail: vegaattorneys@gmail.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Ireno Dancel Daliva, president.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Ireno Dancel Daliva                    13-25948   06/18/13


IZEA INC: Borrows $200,000 From Director
----------------------------------------
IZEA, Inc., entered into an unsecured loan agreement with Brian W.
Brady, a director of the company.  Pursuant to this agreement, the
Company received a short term loans of $200,000 which is due on
Aug. 31, 2013.  The note bears interest at 7 percent per annum
with a default rate of interest at 12 percent based on a 360 day
year.  A copy of the loan agreement and related promissory note is
available for free at http://is.gd/pB9DGC

                          About IZEA, Inc.

IZEA, Inc., headquartered in Orlando, Fla., believes it is a world
leader in social media sponsorships ("SMS"), a rapidly growing
segment within social media where a company compensates a social
media publisher to share sponsored content within their social
network.  The Company accomplishes this by operating multiple
marketplaces that include its platforms SocialSpark,
SponsoredTweets and WeReward, as well as its legacy platforms
PayPerPost and InPostLinks.

The Company has incurred significant losses from operations since
inception and has an accumulated deficit of $20.9 million as of
June 30, 2012.  The Company's balance sheet at March 31, 2013,
showed $1.01 million in total assets, $2.96 million in total
liabilities and a $1.94 million total stockholders' deficit.

Cross, Fernandez & Riley, LLP, in Orlando, Florida, expressed
substantial doubt about IZEA's ability to continue as a going
concern, following the Company's results for the fiscal year ended
Dec. 31, 2011.  The independent auditors noted that the Company
has incurred recurring operating losses and had an accumulated
deficit at Dec. 31, 2011, of $18.1 million.


J.H.M. DEVELOPERS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: J.H.M. Developers, Inc.
        1383 Cedar Grove Road
        Media, PA 19063

Bankruptcy Case No.: 13-16476

Chapter 11 Petition Date: July 24, 2013

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

Judge: Eric L. Frank

Debtor's Counsel: Thomas Daniel Bielli, Esq.
                  O'KELLY ERNST & BIELLI, LLC
                  1600 Market Street, 25th Floor
                  Philadelphia, PA 19103
                  Tel: (215) 543-7182
                  Fax: (215) 391-4350
                  E-mail: tbielli@oeblegal.com

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

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

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

The petition was signed by Lee Winderman, president.


JEFFERSON COUNTY, AL: Water Utility Blasts Restructuring Plan
-------------------------------------------------------------
Katy Stech, writing for Dow Jones Newswires' Daily Bankruptcy
Review, reported 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

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

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

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

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

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

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

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

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

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

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


JELD-WEN INC: Moody's Lifts CFR to 'B2'; Outlook Stable
-------------------------------------------------------
Moody's Investors Service raised JELD-WEN, Inc.'s Corporate Family
Rating to B2 from B3, Probability of Default Rating to B2-PD from
B3-PD, and affirmed the B3 rating on the company's $460 million
senior secured notes due 2017. The rating outlook is stable.

The upgrade of the Corporate Family Rating to B2 from B3 reflects
JELD-WEN's improved adjusted debt leverage, due to Moody's new
treatment of preferred stock for speculative-grade companies.
Moody's now treats preferred stock as 100% equity rather than
attributing some measure of debt to the instrument. The upgrade is
also supported by Moody's belief that JELD-WEN's credit metrics,
sustained by an improving residential construction market, will
gradually improve for at least the next two years.

The following rating actions were taken:

  Corporate Family Rating, upgraded to B2 from B3;

  Probability of Default Rating, upgraded to B2-PD from B3-PD;

  $460 million second lien senior secured notes, due 2017,
  affirmed at B3 and LGD point estimate changed to LGD4, 58% from
  LGD3, 44%.

Ratings Rationale:

The B2 Corporate Family Rating reflects JELD-WEN's exposure to
volatile raw material costs, weak European end markets, and
operational inefficiencies resulting from the company's attempt to
meet rapidly growing demand. At the same time, JELD-WEN's ratings
acknowledge the company's improving U.S. end markets, strong
worldwide market positions in doors and windows, equity infusion
from Onex Partners III, L.P., and extended debt maturity schedule.

The stable outlook reflects Moody's expectation that JELD-WEN's
credit metrics will continue to improve as demand in its primary
end markets continues to improve.

The rating and/or outlook may come under pressure if the company's
liquidity becomes constrained, it generates adjusted EBITA-to-
interest expense below 1.0x, or it maintains an adjusted debt-to-
EBITDA ratio above 6.5x.

The rating and/or outlook could benefit if the company deleverages
rapidly, getting adjusted debt leverage below 5.0x and EBITA
interest coverage above 2.0x.

The B3 rating assigned to the company's $460 million second-lien
senior secured notes due 2017, one notch below the Corporate
Family Rating, results from downward rating pressures arising from
the company's senior secured credit facility, which will have a
much higher recovery rate than the notes' recovery rate in a
distressed scenario. Although this was the case before Moody's
upgraded the company's Corporate Family Rating, there has since
been additional secured debt, in the form of an add-on term loan.
This additional debt is substantial enough to result in a one
notch difference between the company's Corporate Family Rating and
senior secured notes. Also, the senior secured notes do not
benefit from any loss absorption provided by more subordinated
debt in the capital structure.

The principal methodology used in rating JELD-WEN was the Global
Manufacturing Industry Methodology published in December 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

JELD-WEN, inc., headquartered in Klamath Falls, Oregon, is a
vertically integrated manufacturer of doors and windows that are
marketed primarily under the JELD-WEN brand names in the U.S. and
Canada and under a variety of names in Europe, Australia, and
Asia. On October 3, 2011, JELD-WEN completed a transaction with
Onex, a private equity firm, whereby Onex invested $700 million in
convertible preferred stock to acquire approximately 58% of the
company. Since then Onex has increased its ownership to
approximately 69% and the remainder is owned by the company ESOP,
the Trust of Richard Wendt and other family members and other
common shareholders. Revenue for the 12 months ended March 31,
2013 totaled approximately $3.2 billion.


JENOO GROUP: Case Summary & 11 Unsecured Creditors
--------------------------------------------------
Debtor: Jenoo Group, LLC
          dba Jenoo Restaurants
        1330 North Brookhurst Place
        Fullerton, CA 92833

Bankruptcy Case No.: 13-16248

Chapter 11 Petition Date: July 23, 2013

Court: United States Bankruptcy Court
       Central District of California (Santa Ana)

Judge: Mark S. Wallace

Debtor's Counsel: Richard L. Barnett, Esq.
                  BARNETT & RUBIN
                  5450 Trabuco Road
                  Irvine, CA 92620
                  Tel: (949) 261-9700
                  Fax: (949) 261-9799
                  E-mail: rick@barnettrubin.com

Scheduled Assets: $0

Scheduled Liabilities: $4,209,206

A copy of the Company's list of its largest unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/cacb13-16248.pdf

The petition was signed by Badruddin A. Damani, authorized
managing member.


KFT LIMITED: Case Summary & 3 Unsecured Creditors
-------------------------------------------------
Debtor: KFT Limited Partnership
        10001 Deer Haven Dr
        Santa Ana, CA 92705

Bankruptcy Case No.: 13-16195

Chapter 11 Petition Date: July 21, 2013

Court: United States Bankruptcy Court
       Central District Of California (Santa Ana)

Judge: Catherine E. Bauer

Debtor's Counsel: Tobias E. Nicholson, Esq.
                  THE LAW OFFICE OF TOBIAS NICHOLSON
                  8989 Hope Ave
                  Riverside, CA 92503
                  Tel: (951) 205-2622
                  Fax: (240) 306-2622
                  E-mail: tobiasnicholson@gmail.com

Estimated Assets: $500,001 to $1,000,000

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

A list of the Company's three largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/cacb13-16195.pdf

The petition was signed by Gary Kanter, general partner.


KIT DIGITAL: Shareholders Fail to Find Another Bidder
-----------------------------------------------------
Marie Beaudette writing for Dow Jones' DBR Small Cap reports that
shareholders of KIT digital Inc. said they couldn't find a
purchase offer to challenge the $25 million bid from an investor
group led by the company's chief executive, Peter Heiland.

                         About KIT digital

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

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

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

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

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

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


KNOWLEDGE UNIVERSE: Moody's Keeps B3 CFR on Canceled Refinancing
----------------------------------------------------------------
Moody's Investors Service said that Knowledge Universe Education
LLC's B3 corporate family rating and stable ratings outlook remain
unchanged after the company cancelled its previously proposed
refinancing transaction.

Knowledge Universe Education LLC, based in Portland, Oregon, is a
large scale for-profit provider of national early childhood care
and education in the U.S. The company is privately owned.


LANDAMERICA FINANCIAL: Court OKs LES Claims Resolution Protocol
---------------------------------------------------------------
Bankruptcy Judge Kevin R. Huennekens concluded that it is within
the sound business judgment of the liquidation trustee of the
LandAmerica 1031 Exchange Services, Inc. Liquidation Trust to use
a protocol for determining allowance or disallowance of LES
damages claims.

LES was a qualified intermediary for like-kind exchanges
consummated by taxpayers pursuant to Sec. 1031 of the Internal
Revenue Code.  A 1031 Exchange Transaction allows a taxpayer to
defer the payment of tax that otherwise would be due upon the
realization of a gain on the disposition of business or investment
property.

According to the Protocol, properly asserted LES Damages Claims
for lost deposits, lost exchange fees, and certain miscellaneous
damages will automatically be allowed in the amounts claimed.  The
Protocol provides for the allowance of the claimed amounts of
other damage components as well, but with certain qualifications.
Another damage component that will be allowed subject to
qualification is that for deprivation of tax benefits.  The
Protocol also provides for the disallowance of certain claim
components, which include punitive damages, interest, and lost
opportunities and speculative damages.

"The Protocol will permit a prompt distribution of the finite pool
of remaining funds without depletion caused by any continuing,
needless administrative burdens.  The Protocol accomplishes this
by providing for the blanket allowance and disallowance of certain
components of the submitted LES Damages Claims," the judge said.

A copy of the Court's July 15, 2013 Memorandum Opinion is
available at http://is.gd/IE7o0Efrom Leagle.com.

                  About LandAmerica Financial

LandAmerica Financial Group, Inc., provided real estate
transaction services with offices nationwide and a vast network of
active agents.  LandAmerica Financial Group and its affiliate
LandAmerica 1031 Exchange Services Inc. filed for Chapter 11
protection (Bankr. E.D. Va. Lead Case No. 08-35994) on Nov. 26,
2008.  Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods
LLP served as co-counsel.  Zolfo Cooper served as restructuring
advisor.  Epiq Bankruptcy Solutions served as claims and notice
agent.

Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner &
Beran PLC served as counsel to the Creditors Committee of 1031
Exchange.  Bingham McCutchen LLP and LeClair Ryan served as
counsel to the Creditors Committee of LFG.

In its bankruptcy petition, LFG reported total assets of
$3.325 billion and total debts of $2.839 billion as of Sept. 30,
2008.

On March 6, 2009, March 27, 2009, March 31, 2009, July 17, 2009,
Oct. 12, 2009, and Nov. 4, 2009, various LFG affiliates --
LandAmerica Assessment Corporation, LandAmerica Title Company,
Southland Title Corporation, Southland Title of Orange County,
Southland Title of San Diego, LandAmerica Credit Services, Inc.,
Capital Title Group, Inc., and LandAmerica OneStop Inc. -- also
commenced voluntary Chapter 11 cases.  The Chapter 11 cases of
LFG, LES, and the LFG Affiliates are jointly administered under
case number 08-35994.

LandAmerica filed a Joint Plan of Liquidation on Sept. 9, 2009.
The Court on Nov. 23, 2009, entered an order confirming the Joint
Chapter 11 Plan of LFG and its Affiliated Debtors, dated Nov. 16,
2009, as to all Debtors other than OneStop.  The effective date
with respect to the Plan was Dec. 7, 2009.  Plan trustees were
appointed for LFG and LES.


LAZY DAYS: Bankruptcy Court Decision Not 'Advisory,' 3rd Circ.
--------------------------------------------------------------
Jeff Sistrunk of BankruptcyLaw360 reported that in a precedential
decision, the Third Circuit ruled that a Delaware bankruptcy court
had jurisdiction to reopen a case over a settlement it had
approved between debtor Lazy Days' RV Center Inc. and a landlord,
saying the bankruptcy court's decision didn't constitute an
advisory opinion.

According to the report, a three-judge panel for the Third Circuit
said a Delaware federal court was wrong to vacate the bankruptcy
court's ruling in a dispute between Lazy Days' and landlord I-4
Land Holding Limited Co.  The panel overturned the federal court's
determination that the bankruptcy court lacked jurisdiction to
reopen the case, the report related.

As previously reported, District Judge Richard G. Andrews ruled
that a Delaware bankruptcy judge erred in reopening a Chapter 11
case to write an opinion for use in a state court lawsuit over the
ability to exercise a purchase option in a lease.

Lazy Days' R.V. Center Inc., confirmed a prepackaged Chapter 11
plan in 2009 in less than five weeks.  After confirmation, there
were two lawsuits in state court over the ability to exercise a
purchase option.  One year after confirmation, the successor to
the bankrupt company filed papers in bankruptcy court to clarify
the right to exercise a purchase option contained in a lease for
real property.  The bankruptcy judge reopened the closed Chapter
11 case and ruled it was proper to interpret the confirmation
order and enforce a provision that was "central" to the "plan and
confirmation order."

On appeal, the District Court reversed the bankruptcy court
ruling, holding it was an abuse of discretion to reopen the case.
Judge Andrews relied on a 2007 opinion from the U.S. Court of
Appeals in Philadelphia called In re Martin's Aquarium.  The case
stands for the proposition that the effect of an order in
subsequent litigation is normally decided by the court in the
later lawsuit.

Judge Andrews quoted part of the Martin's decision as saying that
a bankruptcy court "should not provide advisory opinions for state
court litigants."

The case is I-4 Land Holdings Ltd. v. Lazy Days' RV Center Inc.
(In re Lazy Days' RV Center Inc.), 11-626, U.S. District Court,
District of Delaware (Wilmington).

                      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 to Face Aetna $49MM Suit, Appeals Ct. Rules
-----------------------------------------------------------------
Eric Hornbeck of BankruptcyLaw360 reported that a nonbankrupt
Lehman Brothers Holdings Inc. asset management affiliate and
others must face Aetna Life Insurance Co.'s allegations that they
improperly saddled the insurer with $48.7 million in risky
securities, a New York state appeals court ruled.

According to the report, Lehman affiliate Appalachian Asset
Management Corp. and several individuals who worked at Appalachian
or nonparty Lehman reinsurance affiliate Lehman Re Ltd., which is
undergoing insolvency proceedings in Bermuda, cannot escape the
suit accusing them of substituting in the risky securities on the
eve of Lehman Brothers' collapse.

                       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: Huron, 2 Others Win Final Fee Approval
-------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved the final fee
applications of three of the professionals retained in the
Chapter 11 cases of Lehman Brothers: Akerman Senterfitt, Huron
Consulting Group and Reilly Pozner LLP.

The court approved the payment of $727,368 in fees and
reimbursement of $37,460 in work-related expenses to Akerman.
Meanwhile, the court approved the payment of $1,951,042 in fees
to Huron, and $8,344,969 to Reilly.

The fee applications cover the period September 15, 2008 to
March 6, 2012.

                      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: Trustee Wins OK for Schick as Special Counsel
--------------------------------------------------------------
The trustee liquidating Lehman Brothers Holdings Inc.'s brokerage
received the green light to hire Schick & Associates LLC as his
special counsel, to help the trustee recover cash deposits
belonging to the Lehman brokerage, which are held by a Taiwanese
entity.

Schick & Associates was originally hired by the trustee to
provide legal services as an "ordinary course" counsel.  Its
fees, however, have now reached the $10,000 fee cap for ordinary
course counsel, compelling the trustee to seek approval to hire
the firm pursuant to a provision of SIPA, which prohibits the
appointment of any person as attorney for the trustee if he is
not "disinterested."

Schick & Associates will help the trustee in his efforts to
recover cash deposits belonging to the Lehman brokerage held by a
Taiwanese entity.

Sandor Schick, Esq. -- sschick@schick-associates.com -- managing
director of Schick & Associates, will be paid $675 an hour, which
is a 10% discount from the firm's standard rates, and will
receive reimbursement for work-related expenses.

Mr. Schick is disinterested and does not hold or represent any
interest adverse to the Lehman brokerage, according to a
declaration he filed in court.

                      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: Trustee, CSP Ink Deal to Settle $14.6MM Claim
--------------------------------------------------------------
The U.S. Bankruptcy Court in Manhattan approved an agreement,
which calls for the settlement of claim filed by CSP II USIS
Holdings L.P. against Lehman Brothers Holdings Inc.'s brokerage.

Under the deal, CSP can assert a general unsecured claim against
the brokerage for $14,269,699, down from the $14,629,908 it
originally wanted.

                      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: UK Court Says Pensions Equal With Unsecureds
-------------------------------------------------------------
Anthony Aarons at Bloomberg News reports that pension debts in
insolvency cases should be paid on equal footing with unsecured
creditors, the U.K. Supreme Court ruled in a dispute about
underfunded retirement plans at the U.K. units of Lehman Brothers
Holding Inc. and Nortel Networks Corp.

                      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: HKMA, et al. Reach Deal on Lehman-Related Notes
----------------------------------------------------------------
The Securities and Futures Commission (SFC) and the Hong Kong
Monetary Authority (HKMA) announced that an agreement has been
reached with The Royal Bank of Scotland N.V. (RBS), formerly known
as ABN AMRO Bank N.V., (ABN Amro) in relation to the sale of
Lehman Brothers-related equity-linked notes (LB-ELNs) to retail
clients between July 2007 and May 2008.

RBS has agreed, without admitting any liability, to make a
repurchase offer to all eligible customers holding outstanding
LB-ELNs sold by the bank (including those sold by ABN Amro in
Hong Kong before the acquisition by RBS of ABN Amro's retail and
commercial banking business) at 100% of the principal value of
each eligible customer's investment in the LB-ELNs. The
resolution provides them an opportunity to reverse their purchase
of the outstanding LB-ELNs.

The SFC estimates about 540 customers are eligible for the
repurchase offer under this resolution which, if accepted by all,
will lead to payments totalling approximately $513 million.

The eligible customers are retail customers holding outstanding
LB-ELNs who were assessed to have a risk tolerance level that was
more conservative than the risk rating assigned to the LB-ELN
purchased by the customer.  The risk profiling process in issue in
this case was developed by ABN Amro prior to RBS' acquisition of
ABN Amro's retail and commercial banking business.

The repurchase offer will not be offered to professional
investors. The SFC's investigation into the handling of
professional investors by RBS in respect to LB-ELNs is
continuing.

RBS will also make top-up payments to retail customers with whom
RBS has entered into settlement agreements in respect of
their holding of outstanding LB-ELNs but would otherwise have
been eligible to receive a repurchase offer to ensure these
customers are treated in the same way as other customers
participating in the repurchase scheme.

The offer price will exclude the amount of coupon already paid to
eligible customers and any recovery by the eligible customers in
respect of the relevant LB-ELNs out of the bankruptcy of Lehman
Brothers Holdings Inc. or its related entities. The offer price
will include an additional amount representing the interest that
would have been earned if the amount invested in the LB-ELNs had
been invested with the bank on a savings deposit.

During the course of the SFC's investigation, the SFC raised a
number of concerns with RBS regarding the risk assessment and the
risk matching process used by the bank at the time, in particular:

     * Each customer was provided with a risk profiling
       questionnaire in which answers were scored. The customer's
       ultimate risk score determined their risk profile or
       tolerance level which, in turn, was used to assess the
       relative suitability of LB-ELNs for each customer.
       However, the scores assigned to two out of 12 questions in
       the risk profiling questionnaire were weighted erroneously
       which led to some customers' risk tolerance level being
       assessed as higher than it should have been if the correct
       weighting had been applied.

     * Further, the bank classified all series of LB-ELNs, except
       for two, as high risk products under its three-level risk
       rating system.  However, the LB-ELNs were sold to
       customers who were assessed to have a medium or low risk
       tolerance level without proper records of justification
       for so doing.

In entering into this agreement under section 201 of the
Securities and Futures Ordinance (SFO), the SFC has taken into
account:

     * there is no distributable collateral for the LB-ELNs. As
       such, there is less chance for LB-ELN customers to receive
       any substantial payment or dividend in the Lehman Brothers
       bankruptcy proceedings;

     * the repurchase scheme will enable eligible customers to
       receive 100% of the principal value invested in the LB-
       ELNs without the costs and risks of separate legal
       proceedings;

     * the processes that caused concern for the SFC were not
       devised by RBS which inherited these issues following its
       acquisition of ABN Amro's retail and commercial banking
       business;

     * RBS will review complaints lodged by LB-ELN customers who
       are not eligible for the repurchase offer under its
       enhanced complaint handling procedures. The case by case
       enhanced complaint handling procedures should address any
       other possible irregularities in the sale of the LB-ELNs
       to customers with high risk tolerance level under RBS'
       risk profiling processes;

     * this outcome could not have been achieved through the
       imposition of disciplinary sanctions by the SFC against
       RBS and/or its staff, even if such action was successful;
       and

     * the agreement will bring the matter to an appropriate end
       for the benefit of RBS and those customers who participate
       in the repurchase scheme.

"This was a time consuming investigation that involved our
investigators combing through tens of thousands of documents and
listening to hours of telephone recordings. The problems caused
by the errors in ABN Amro's processes should send a warning to
all intermediaries who seek to automate suitability processes
with matching systems. An automated process cannot replace
governance disciplines and professional judgement in assessing
whether an investment advice or recommendation is reasonably
suitable for the customer," the SFC's Chief Executive Officer, Mr
Ashley Alder said.

Ms Meena Datwani, Acting Deputy Chief Executive of the HKMA, said,
"This agreement with RBS represents the outcome of the
investigatory efforts by the two regulatory authorities.  The
HKMA considers the agreement to be in the interests of the
investing public as it allows eligible customers to recover the
money they invested without the need to go through lengthy and
costly legal processes."

In view of the repurchase scheme, the SFC will not impose
disciplinary sanctions against the bank and its current or former
officers or employees in relation to the sale of the LB-ELNs to
RBS' retail customers (other than professional investors), save
for any acts of dishonesty, fraud, deception or conduct that is
criminal in nature.

The HKMA has also informed the bank that it does not intend to
take any enforcement action against their executive officers
and relevant individuals in connection with the sale of LB-ELNs
to customers who have accepted the repurchase offers or the top-
up payments under the repurchase scheme, except for any acts of
dishonesty, fraud, deception or conduct that is criminal in
nature.

                      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.


LEWEL LLC: Case Summary & Unsecured Creditor
--------------------------------------------
Debtor: Lewel, LLC
        10549 W. Pico Boulevard
        Los Angeles, CA 90064

Bankruptcy Case No.: 13-28562

Chapter 11 Petition Date: July 22, 2013

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: Steven R. Fox, Esq.
                  LAW OFFICES OF STEVEN R. FOX
                  17835 Ventura Boulevard, Suite 306
                  Encino, CA 91316
                  Tel: (818) 774-3545
                  Fax: (818) 774-3707
                  E-mail: emails@foxlaw.com

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

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

The petition was signed by Michael Florman, member.

The Company's list of its largest unsecured creditors filed with
the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
California Statewide CDC           Estimate subject to    $400,000
SBA Premier Certified Lender       formal appraisal
426 D. Street
Davis, CA 95616


LIFE UNIFORM: Boris Segalis Appointed Consumer Privacy Ombudsman
----------------------------------------------------------------
Roberta A. DeAngelis, U.S Trustee for Region 3, pursuant to
Section 332 of the Bankruptcy Code and the Court's July 8, 2013,
order directing the appointment of a consumer privacy ombudsman,
names:

         Boris Segalis
         InfoLawGroup LLP
         244 Fifth Avenue, Suite 2580
         New York, NY 10001
         Tel: (646) 389-1289

as consumer privacy ombudsman in the cases of Life Uniform Holding
Corp., et al.

Mr. Segalis will appear and be heard at the hearing and will
provide to the court information to assist the court in its
consideration of the facts, circumstances, and conditions of the
proposed sale or lease of personally identifiable information
under 11 U.S.C. Section 363(b)(1)(B).

                         About Life Uniform

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

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

Life Uniform Holding Corp., Healthcare Uniform Company, Inc., and
Uniform City National Inc. filed Chapter 11 petitions (Bankr. D.
Del. Case Nos. 13-11391 to 13-11393) on May 29, 2013.  The
petitions were signed by Bryan Graiff, COO, CFO, VP, secretary,
and treasurer.  Life Uniform Holding disclosed $10,695,870 in
assets and $36,821,034 in liabilities as of the Chapter 11 filing.

Life Uniform and Uniform City received court authority on July 26
to sell the business for $22.6 million to Scrubs & Beyond LLC.
There were no competing bids, so an auction wasn't held.

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

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

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

The Official Committee of Unsecured Creditors is represented by
Seth Van Aalten, Esq., at Cooley LLP, and Ann M. Kashishian, Esq.,
at Cousins Chipman & Brown, LLP as counsel.


LIFE UNIFORM: Cooley LLP Approved as Committee's Lead Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of Life Uniform Holding Corp., et al., to retain Cooley LLP
as its lead counsel, and Cousins Chipman & Brown, LLP as its
Delaware Counsel.

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

                         About Life Uniform

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

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

Life Uniform Holding Corp., Healthcare Uniform Company, Inc., and
Uniform City National Inc. filed Chapter 11 petitions (Bankr. D.
Del. Case Nos. 13-11391 to 13-11393) on May 29, 2013.  The
petitions were signed by Bryan Graiff, COO, CFO, VP, secretary,
and treasurer.  Life Uniform Holding disclosed $10,695,870 in
assets and $36,821,034 in liabilities as of the Chapter 11 filing.

Life Uniform and Uniform City received court authority on July 26
to sell the business for $22.6 million to Scrubs & Beyond LLC.
There were no competing bids, so an auction wasn't held.

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

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

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

The Official Committee of Unsecured Creditors is represented by
Seth Van Aalten, Esq., at Cooley LLP, and Ann M. Kashishian, Esq.,
at Cousins Chipman & Brown, LLP as counsel.

The U.S Trustee for Region 3 appointed Boris Segalis of
InfoLawGroup LLP as consumer privacy ombudsman in the case.


LIFE UNIFORM: EisnerAmper Okayed as Panel's Financial Advisor
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
cases of Life Uniform Holding Corp., et al., to retain EisnerAmper
LLP as its financial advisor.

EisnerAmper will, among other things:

   a) analyze the financial operations of the Debtors pre-
      and post- petition as necessary;

   b) analyze proposed use of cash and monitoring cash flow
      budgets and short term liquidity issues; and

   c) advise the Committee on the financial implications of
      any relief sought by the Debtors, including debtor-in-
      possession financing.

To the best of the Committee's knowledge, EisnerAmper does not
hold nor represent any interest adverse to the Debtors' estates,
creditors or equity holders.

EisnerAmper will bill the Debtor for the services at its normal
hourly rates:

         Directors/Partners              $400 - $560
         Managers/Senior Managers        $275 - $400
         Paraprofessionals and Staff     $115 - $275

EisnerAmper has agreed to a monthly limit of $25,000 for all its
fees incurred in the cases.

                         About Life Uniform

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

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

Life Uniform Holding Corp., Healthcare Uniform Company, Inc., and
Uniform City National Inc. filed Chapter 11 petitions (Bankr. D.
Del. Case Nos. 13-11391 to 13-11393) on May 29, 2013.  The
petitions were signed by Bryan Graiff, COO, CFO, VP, secretary,
and treasurer.  Life Uniform Holding disclosed $10,695,870 in
assets and $36,821,034 in liabilities as of the Chapter 11 filing.

Life Uniform and Uniform City received court authority on July 26
to sell the business for $22.6 million to Scrubs & Beyond LLC.
There were no competing bids, so an auction wasn't held.

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

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

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

The Official Committee of Unsecured Creditors is represented by
Seth Van Aalten, Esq., at Cooley LLP, and Ann M. Kashishian, Esq.,
at Cousins Chipman & Brown, LLP as counsel.

The U.S Trustee for Region 3 appointed Boris Segalis of
InfoLawGroup LLP as consumer privacy ombudsman in the case.


LIFE UNIFORM: Guggenheim Takes Over From Morgan Joseph
------------------------------------------------------
Life Uniform Holding Corp., and its affiliated debtors will be
hiring Guggenheim Securities LLC as investment banker, instead of
Morgan Joseph Triartisan LLC, nunc pro tunc to July 1, 2013.

The U.S. Bankruptcy Court for the District of Delaware has granted
Life Uniform's amended application.

On June 7, the Debtors filed their original application to employ
Morgan Joseph.  However, Morgan Joseph professionals moved their
practices to Guggenheim Securities.

In this relation, the firms agreed that the engagement agreement
would be assigned by Morgan Joseph to Guggenheim Securities
effective July 1.  In this way, the Debtors' cases will have a
featured seamless transition from the services of Morgan Joseph to
Guggenheim Securities, suffering no additional fees arising from
the move by the professionals.

Guggenheim Securities will provide (i) financial services; and
(ii) sale advisory services.

Under the engagement letter, the Debtors will pay Morgan Joseph
two monthly fees for $25,000 each.  Morgan Joseph and Guggenheim
Securities will also be paid a sale transaction fee if a sale
transaction occurs during the term of engagement or within six
months of its termination.

The Court also approved the allocation of net amount of the sale
transaction fee.  It will be allocated 75 percent to Guggenheim
Securities and 25 percent to Morgan Joseph.

                         About Life Uniform

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

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

Life Uniform Holding Corp., Healthcare Uniform Company, Inc., and
Uniform City National Inc. filed Chapter 11 petitions (Bankr. D.
Del. Case Nos. 13-11391 to 13-11393) on May 29, 2013.  The
petitions were signed by Bryan Graiff, COO, CFO, VP, secretary,
and treasurer.  Life Uniform Holding disclosed $10,695,870 in
assets and $36,821,034 in liabilities as of the Chapter 11 filing.

Life Uniform and Uniform City received court authority on July 26
to sell the business for $22.6 million to Scrubs & Beyond LLC.
There were no competing bids, so an auction wasn't held.

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

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

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

The Official Committee of Unsecured Creditors is represented by
Seth Van Aalten, Esq., at Cooley LLP, and Ann M. Kashishian, Esq.,
at Cousins Chipman & Brown, LLP as counsel.

The U.S Trustee for Region 3 appointed Boris Segalis of
InfoLawGroup LLP as consumer privacy ombudsman in the case.


MAD MONEY: Case Summary & 5 Unsecured Creditors
-----------------------------------------------
Debtor: Mad Money II, LLC
        P.O. Box 1447
        Cartersville, GA 30120

Bankruptcy Case No.: 13-42129

Chapter 11 Petition Date: July 26, 2013

Court: U.S. Bankruptcy Court
       Northern District of Georgia (Rome)

Judge: Paul W. Bonapfel

Debtor's Counsel: Michael D. Robl, Esq.
                  THE SPEARS & ROBL LAW FIRM, LLC
                  104 Cambridge Avenue
                  Decatur, GA 30030
                  Tel: (404) 373-5153
                  E-mail: mdrobl@tsrlaw.com

Scheduled Assets: $818,000

Scheduled Liabilities: $1,041,172

A copy of the Company's list of its largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ganb13-42129.pdf

The petition was signed by Barry Henderson, manager.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
CJC Cold Storage, LLC                 13-41996            07/12/13


MED-DEPOT INC: Case Summary & Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Med-Depot, Inc.
        1200 Commerce Street, Suite 100
        Plano, TX 75093

Bankruptcy Case No.: 13-41815

Chapter 11 Petition Date: July 26, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtors' Counsel: Keith Miles Aurzada, Esq.
                  POWELL GOLDSTEIN, LLP
                  2200 Ross Avenue, Suite 3300
                  Dallas, TX 75201
                  Tel: (214) 721-8041
                  Fax: (214) 721-8100
                  E-mail: keith.aurzada@bryancave.com

                         - and ?

                  John C. Leininger, Esq.
                  BRYAN CAVE, LLP
                  2200 Ross Avenue, Suite 3300
                  Dallas, TX 75201
                  Tel: (214) 721-8040
                  Fax: (214) 721-8100
                  E-mail: john.leininger@bryancave.com

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

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

Affiliate that simultaneously filed for Chapter 11:

        Debtor                     Case No.
        ------                     --------
Med-Depot Holdings, Inc.           13-41816
  Assets: $1,000,001 to $10,000,000
  Debts: $10,000,001 to $50,000,000

The petitions were signed by Jeff West, CEO.


A. Med-Depot, Inc.'s list of its 20 largest unsecured creditors is
available for free at http://bankrupt.com/misc/txeb13-41815.pdf

B. Med-Depot Holdings' list of its 20 largest unsecured creditors
is available for free at http://bankrupt.com/misc/txeb13-41816.pdf


MERISEL INC: Terminates Offerings Under Plans
---------------------------------------------
Merisel, Inc., filed with the U.S. Securities and Exchange
Commission post-effective amendments relating to:

   (a) registration statement on Form S-8 filed on Sept. 28, 1995,
       in connection with the Company's 1991 Employee Stock Option
       Plan;

   (b) registration Statement on Form S-8 filed on Jan. 21, 1998,
       as amended, in connection with the Company's 401(k)
       Retirement Savings Plan; and

   (c) registration Statement on Form S-8 filed on Jan. 21, 1998,
       in connection with the Company's 1997 Stock Award and
       Incentive Plan.

The Company is terminating the offering of its shares of common
stock, par value $0.01 per share, under the Registration
Statements.  The Company is deregistering all common stock
registered under the Registration Statements which remain unsold
as of the date of July 30, 2013.

                          About Merisel

Merisel operates in a single reporting segment, the visual
communications services business.  It entered that business
beginning March 2005, through a series of acquisitions, which
continued through 2006.  These acquisitions include Color Edge,
Inc., and Color Edge Visual, Inc.; Comp 24, LLC; Crush Creative,
Inc.; Dennis Curtin Studios, Inc.; Advertising Props, Inc.; and
Fuel Digital, Inc.

Merisel incurred a net loss of $18.13 million in 2012, as compared
with a net loss of $2.45 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $25.13 million in total assets,
$37.17 million in total liabilities and a $12.04 million total
stockholders' deficit.


MF GLOBAL: Unit Sues 11 Banks over CDS Market
---------------------------------------------
Andrew Harris, writing for Bloomberg News, reported that MF Global
Capital LLC sued Bank of America Corp., Citigroup Inc. and nine
other financial companies, claiming they were part of a plot to
unlawfully restrict the market for trading credit-default swaps.

According to the report, the complaint, filed by a unit of
bankrupt MF Global Holdings Ltd. in federal court in Chicago, is
at least the fourth such suit accusing swaps dealers of conspiring
to control the market for information about the instruments and
their trading, in violation of federal antitrust laws.

"The effect of these activities has been to decrease competition
in the CDS market among defendants," according to the complaint,
the report related. "As a result, defendants' customers were
forced to pay inflated bid/ask spreads, which cushion the profits
of the defendants while harming their CDS customers."

Credit-default swaps pay the buyer face value if a borrower fails
to meet its obligations, less the value of the defaulted debt, the
report said.  The contracts, which investors use to hedge against
losses on corporate debt or to speculate on creditworthiness,
decline as investor confidence improves and rise as it
deteriorates.

The value of outstanding over-the-counter derivative contracts
traded in the U.S. was $583 trillion at the end of June 2010,
according to the complaint, the report added.  About $30 trillion
in swaps are traded annually.

The case is MF Global Capital LLC v. Bank of America Corp. (BAC),
13-cv-05417, U.S. District Court, Northern District of Illinois
(Chicago).

                          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.


MJM MANAGEMENT: Case Summary & 7 Unsecured Creditors
----------------------------------------------------
Debtor: MJM Management, LLC
          dba Liberty Hotel
        1770 Orchid Avenue
        Los Angeles, CA 90028

Bankruptcy Case No.: 13-28734

Chapter 11 Petition Date: July 24, 2013

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Neil W. Bason

Debtor's Counsel: Thomas F. Nowland, Esq.
                  LAW OFFICES OF THOMAS F. NOWLAND
                  4600 Campus Drive, Suite 103
                  Newport Beach, CA 92660
                  Tel: (949) 221-0005
                  Fax: (949) 221-0003
                  E-mail: tom@nowlandlaw.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb13-28734.pdf

The petition was signed by Mushtag Ahmad, president.


MOHEGAN TRIBAL: S&P Assigns 'CCC' Rating to $425MM Senior Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' issuer credit
rating on Uncasville, Conn.-based Mohegan Tribal Gaming Authority
(MTGA).  The rating outlook is stable.

At the same time, S&P assigned MTGA's proposed $425 million senior
notes due 2021 its 'CCC' issue-level rating. MTGA will use the
proceeds, along with borrowings under its bank credit facility, to
finance the repurchase or redemption of its outstanding 10.5%
third-lien senior secured notes due 2016.

Standard & Poor's does not assign recovery ratings to Native
American debt issues, as there are sufficient uncertainties
surrounding the exercise of creditor rights against a sovereign
nation.  These include: whether the U.S. Bankruptcy Code would
apply, whether a U.S. court would ultimately be the appropriate
venue to settle such a matter, and to what extent a creditor would
be able to enforce any judgment against the sovereign nation.  The
notching of S&P's issue-level ratings from its issuer credit
rating on a given Native American issuer reflects the relative
position of each security in the capital structure, incorporating
the amount of higher ranking debt ahead of each issue.

S&P's issuer credit rating on MTGA reflects its assessment of its
business risk profile as "weak," and its financial risk profile as
"highly leveraged."

S&P's assessment of MTGA's business risk profile as weak reflects
limited cash flow diversity given its portfolio of two properties
in two different gaming markets, and significant longer-term
competitive pressures that MTGA will face at its Connecticut
property as nearby states allow or expand gaming options.  The
high quality of its properties, particularly its resort in
Connecticut, somewhat offset these factors.

S&P's assessment of MTGA's financial risk profile as highly
leveraged takes into account adjusted leverage that it expects to
remain above 6x through the end of fiscal 2014.  It also reflects
S&P's expectation that interest coverage will be in the mid-1x
area in fiscal 2013 and improve to the high-1x area at the end of
fiscal 2014.  S&P adjusts MTGA's EBITDA to remove relinquishment
payments to former developers and the $50 million priority
distribution paid to the Tribe, because S&P considers these
operating expenses of MTGA.


NATIONAL ED: Fitch Affirms 'BB' Subordinate Note Rating
-------------------------------------------------------
Fitch Ratings affirms at 'BBsf' the subordinate note issued by
National Ed Financing LLC (NEF). The Rating Outlook for the
subordinate note has been revised to Negative from Stable.

The subordinate note is affirmed based on its stable performance
and long maturity horizon. The note matures in 2033. The Negative
Outlook is driven by the under-collateralization of the
subordinate note and its inability to build up parity consistently
since the deal's inception. As of May 31, 2013 the total parity
was 97.53%.

This review of NEF LLC is based on collateral performance data as
of May 2013. The trust collateral consists of 89.59% FFELP Loans
with 11.41% of private loans. The parity stagnation is due to
continuous default from the private loans, and the high expense
structure and rich borrower benefits, which has contributed to a
lower interest margin.

Fitch affirms the following:

NEF LLC

Series 2008-A

-- Class B at 'BBsf'; Outlook revised to Negative from Stable.


NEXT 1 INTERACTIVE: Amends Form 10-Q for May 31 Quarter
-------------------------------------------------------
Next 1 Interactive, Inc., has amended its quarterly report on Form
10-Q for the period ended May 31, 2013, which was originally filed
with the U.S. Securities and Exchange Commission on July 22, 2013,
for the sole purpose of furnishing Exhibit 101 to the Form 10-Q in
accordance with Rule 405 of Regulation S-T.  Exhibit 10.1 provides
the consolidated financial statements and related notes from the
Form 10-Q formatted in XBRL (eXtensible Business Reporting
Language).  A copy of the amended Form 10-Q is available for free
at http://is.gd/9HupNO

                     About Next 1 Interactive

Weston, Fla.-based Next 1 Interactive, Inc., is the parent company
of RRTV Network (formerly Resort & Residence TV), Next Trip -- its
travel division, and Next One Realty -- its real estate division.
The Company is positioning itself to emerge as a multi revenue
stream "Next Generation" media-company, representing the
convergence of TV, mobile devices and the Internet by providing
multiple platform dynamics for interactivity on TV, Video On
Demand (VOD) and web solutions.  The Company has worked with
multiple distributors beta testing its platforms as part of its
roll out of TV programming and VOD Networks.  The list of multi-
system operators the Company has worked with includes Comcast,
Cox, Time Warner and Direct TV.  At present the Company operates
the Home Tour Network through its minority owned/joint venture
real estate partner -- RealBiz Media.  As of July 17, 2012, the
Home Tour Network features over 4,300 home listings in four cities
on the Cox Communications network.

Next 1 Interactive disclosed a net loss attributable to the
Company of $4.19 million on $987,115 of total revenues for the
year ended Feb. 28, 2013, as compared with a net loss attributable
to the Company of $13.65 million on $1.29 million of total
revenues for the year ended Feb. 29, 2012.

D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Feb. 28, 2013.  The independent auditors noted
that the Company has incurred losses of $4,233,102 for the year
ended Feb. 28, 2013, and the Company had an accumulated deficit of
$71,193,862 and a working capital deficit of $13,371,094 at
Feb. 28, 2013.  These conditions raise substantial doubt about the
Company's ability to continue as a going concern.

                         Bankruptcy Warning

"If we continue to experience liquidity issues and are unable to
generate revenue, we may be unable to repay our outstanding debt
when due and may be forced to seek protection under the federal
bankruptcy laws," according to the Company's annual report for the
year ended Feb. 28, 2013.


NORTHEAST HOUSING: Moody's Affirms 'B1' Rating on $69MM Bonds
-------------------------------------------------------------
Moody's Investors Service has affirmed the B1 rating and revised
the outlook on $68,845,000 outstanding Northeast Housing LLC's
Taxable Military Housing Revenue Refunding Bonds, Series 2007-B
Class II to Stable from Negative, and has affirmed the Ba1 ratings
on $271,850,000 outstanding Series 2007-A1 and Series 2007-A2
Class I bonds.

- Series 2007-A1 (Class I) debt outstanding $247,245,000,
   affirmed at Ba1 / outlook remains stable;

- Series 2007-A2 (Class I) debt outstanding $24,605,000 affirmed
   at Ba1 / outlook remains stable; and

- Series 2007-B (Class II) debt outstanding $68,845,000,
   affirmed at B1 / outlook changed to stable from negative

Rating Rationale:

The ratings are based on the project's financial strength,
improved occupancy rate, and experienced management. The change in
outlook on the Class II bonds is because of the improved financial
performance in 2012 and projected performance for 2013. In
addition, the project's debt service reserve fund is funded by a
surety bond provided by Ambac Assurance Corporation (unrated by
Moody's).

Credit Strengths

- Strong financial performance through rental revenue growth
   resulting in Moody's adjusted debt service coverage of 1.49x
   on Class I and 1.19x on Class II bonds for 2012

- Improved and sustained weighted average occupancy of 93%
   through June 2013

- Property manager is successfully controlling expenses in 2013
   and increasing occupancy by marketing and leasing efforts at
   some of the bases

Credit Challenges

- The project received an overall decrease in the Basic
   Allowance for Housing (BAH) of 0.11% for 2013

- Project is accessing tenant waterfall to improve occupancy by
   renting to non-active military personnel and civilians,
   exposing it to greater market risk, including competition from
   surrounding real estate

- The debt service reserve fund is funded by a surety bond from
   Ambac Assurance Corporation (unrated by Moody's)

Outlook

The outlook on the Class II bonds has been revised to stable from
negative because of the improvement in financial performance of
the project between 2011 and 2012, and projected performance for
the year ending 2013. Debt service coverage in 2011 and 2012 were
1.06x and 1.19x, respectively, and is projected to be 1.19x in
2013.

What Could Change the Rating Up?

- Improvement of financial performance and achievement of high
   occupancy levels for several more reporting periods

- Cash funding of debt service reserve fund, replacement of the
   surety provider or an upgrade of the current surety bond
   provider while maintaining strong financial performance

What Could Change the Rating Down?

- Stressed occupancy levels or further decline in the BAH that
   results in a significant decline in debt service coverage

- Unexpected spike in operating expenses which materially
   reduces revenue available to pay debt service

- Downsizing or closure of any of the seven naval installations
   that support the housing units

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


NUVILEX INC: Amends Form 10-K to Clarify Reporting Compliance
-------------------------------------------------------------
Nuvilex, Inc., has amended its annual report on Form 10-K/A for
the period ended April 30, 2013.  The amendment was filed solely
to correct a cover page error on the Annual Report submitted on
July 29, 2013.  The Company inadvertently and incorrectly checked
the "No" box.

"We have therefore corrected our error and checked the "YES" box
... indicating, "the registrant has (1) filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2)
been subject to such filing requirements for the past 90 days,"
the Company said in the regulatory filing.

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

                       http://is.gd/Dm1ReS

                        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 incurred 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.


NY AFFORDABLE: Case Summary & 13 Unsecured Creditors
----------------------------------------------------
Debtor: NY Affordable Housing Albany Associates LLC
        600 Third Avenue, 2nd Floor
        New York, NY 10016

Bankruptcy Case No.: 13-12443

Chapter 11 Petition Date: July 26, 2013

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Arnold Mitchell Greene, Esq.
                  ROBINSON BROG LEINWAND GREENE
                  GENOVESE & GLUCK, P.C.
                  875 Third Avenue, 9th Floor
                  New York, NY 10022
                  Tel: (212) 603-6300
                  Fax: (212) 956-2164
                  E-mail: amg@robinsonbrog.com

Scheduled Assets: $3,656,270

Scheduled Liabilities: $3,638,951

A copy of the Company's list of its 13 unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nysb13-12443.pdf

The petition was signed by David Goldwasser, managing member of GC
Realty Advisors, LLC, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Van Cortlandt Village, LLC, et al     12-20000            01/31/12


O'CONNOR DEVELOPMENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: O'Connor Development Corporation
        1590 Island Lane, Suite 28
        Fleming Island, FL 32003

Bankruptcy Case No.: 13-04513

Chapter 11 Petition Date: July 23, 2013

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

Judge: Jerry A. Funk

Debtor's Counsel: William B. McDaniel, Esq.
                  BANKRUPTCY LAW FIRM OF LANSING J ROY, PA
                  1710 Shadowood Lane, Suite 210
                  Jacksonville, FL 32207
                  Tel: (904) 391-0030
                  Fax: (904) 391-0031
                  E-mail: court@jacksonvillebankruptcy.com

Estimated Assets: $0 to $50,000

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by John W. O'Connor, president.

Affiliates that filed separate Chapter 11 petitions:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
East West Retail Center, LLC           09-05667   07/10/09
Fleming Island Auto Service            09-05664   07/10/09
Center, Ltd.
Fleming Island Medical                 09-05663   07/10/09
Building, Ltd.
Island Walk, LLC                       09-056660  07/10/09
John W. O'Connor
Shoppes at Eagle Harbor, Ltd


ONCURE HOLDINGS: Court Approves Sale Guidelines, Breakup Fee
------------------------------------------------------------
The Hon. Kevin Gross of the U.S. Bankruptcy Court for the District
of Delaware approved bidding procedures to govern OnCure Holdings,
Inc., et al.'s sale of substantially all of their assets or the
new capital stock pursuant to a Chapter 11 Plan.

The Court also authorized the payment of a break-up fee equal to
$1,000,000 and expense reimbursement of up to a maximum of
$2,000,000.

As reported in the Troubled Company Reporter on June 26, 2013,
Radiation Therapy Services Holdings Inc. was revealed to be the
$125 million mystery bidder for private equity-owned OnCure
Holdings, Inc.

OnCure in a June 24 statement disclosed it has entered into an
investment agreement with Radiation Therapy Services, under which
RTS has agreed to acquire OnCure for approximately $125 million,
including $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.  In addition, OnCure's secured
noteholders have executed a restructuring support agreement
outlining their commitment to support the transaction with RTS.

With the execution of the investment agreement, RTS has agreed to
be the lead bidder in a sale process to take place during the
Chapter 11 cases.  If RTS' bid is successful and receives
Bankruptcy Court approval, the acquisition will be completed
through OnCure's Chapter 11 plan of reorganization, which is
expected to occur prior to the end of October 2013.

                        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 advise 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 Final OK to Incur Postpetition Financing
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized,
on a final basis, OnCure Holdings, Inc., et al., to:

   i) obtain a $25 million postpetition financing package provided
      by existing noteholders;

  ii) grant senior liens and superpriority administrative expense
      status;

iii) approve use of cash collateral; and

  iv) file the fee letters under seal.

As reported in the Troubled Company Reporter, Bankruptcy Judge
Kevin Gross on June 18 granted interim approval of the DIP
financing and other first day motions.

The DIP facility comprises (i) an initial term loan of $4.7
million, (ii) an additional term loan of $4.7 million, and a (ii)
a term loan of up to $15.3 million to repay the prepetition first
lien facility.  Wells Fargo Bank, National Association, is the DIP
agent.  The loans will bear interest at LIBOR plus 8% (LIBOR floor
of 1.25%).

The DIP loan will mature six months after the Petition Date.  The
Debtors, however, agreed to these milestones:

    (i) a motion seeking entry of an order approving the
        disclosure statement will have been filed with the Court
        on or prior to 14 days after the Petition Date;

   (ii) the bidding procedures order will have been entered by the
        Court on or prior to a date that is 21 days after the
        Petition Date;

  (iii) the auction (if any) will have occurred on or prior to 30
        days after entry of the order approving the bidding
        procedures;
   (iv) an order approving the DIP Facility on a final basis will
        have been entered by the Court on or prior to a date that
        is 35 days after the Petition Date;

    (v) the disclosure statement order will have been entered by
        the Court on or prior to a date that is 85 days after the
        Petition Date;

   (vi) solicitation of votes in connection with the Plan pursuant
        to Sections 1125 and 1126 of the Bankruptcy Code, as
        applicable, will have commenced on or prior to a date that
        is five days after entry of the Disclosure Statement
        Order;

  (vii) an order confirming the Plan will have been entered by the
        Court on or prior to a date that is 125 days after the
        Petition Date; and

(viii) the effective date of the Plan will have occurred and the
        Debtors will have obtained any and all required regulatory
        and/or third-party approvals for the restructuring of the
        Debtors (if any) on or prior to a date that is 140 days
        after the Petition Date.

                       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 advise 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.


OPPENHEIMER PARTNERS: Court Confirms Modified Plan
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona on July 18,
entered an order confirming Oppenheimer Partners Properties, LLC's
Plan of Reorganization dated March 21, 2012, as modified.  The
Court approved the disclosure statement describing the Plan on May
30, 2012.

The Court ordered that the Effective Date of the Plan will be Aug.
1, 2013.

A copy of the Confirmation Order is available at:

        http://bankrupt.com/misc/oppenheimer.doc303.pdf

Pursuant to the Modified Plan filed July 18, 2013, MidFirst's
secured claim (Class 3) in the amount of $10,007,532 will be paid
in full and on the basis of the A Note dated July 1, 2013.  The A
Note will be due in full on July 1, 2013.

Interest will accrue on the principal amount of the A Note at a
rate of 5.25% commencing on the July 1, 2013.  Debtor will make
monthly principal and interest payments on the A Note to MidFirst
based upon a 25-year amortization until the entire principal
balance of the A Note and all interest accruing thereunder is paid
in full.

MidFirst's deficiency claim (Class 5) in the amount of $1,881,171
will be paid in full and on the basis of a B Note dated July 1,
2013.  The B Note will be due and payable in full on July 1, 2023.

The B Note will accrue interest at 2% per annum commencing on the
Effective Date.  The Debtor will make payments of $10,000 per
quarter until the B Note and all interest accruing thereunder is
paid in full.

Unsecured Claims (Class 7) in the amount of $168,723 will receive
payments quarterly beginning on the last day of the month after
the fourth full quarter after the Effective Date of the Plan.  The
Debtor will make a quarterly payment to the Class 7 claims of
$10,000.  The allowed unsecured claims will be paid in full no
later than the end of the fourth full year of quarterly payments.
The Debtor and the holders of Class 7 allowed clams will bear
their own attorneys' fees and costs.

Holders of equity interests of the Debtor (Class 9) will retain
their interests and will contribute a total of $50,000 on the
Effective Date.

A copy of the Modified Plan is available at:

        http://bankrupt.com/misc/oppenheimer.doc298.pdf

                        Exit Financing

As reported in the TCR on June 20, 2012, the exit financing
requirements under the Plan will be fully funded by the Debtor's
cash on hand.  The Debtor anticipates having $338,000 cash on hand
by the Effective date.  Furthermore, MidFirst Bank is holding
$150,473 of the Debtor's money that will be available to fund the
Plan.

The Partners will fund their $50,000 contribution by waiving their
administrative expense claims owed by the Debtor for postpetition
work managing and operating the Debtor and for which they have not
been paid in full as a result of MidFirst's objection to the use
of Cash Collateral.  The Partners may also fund their contribution
from loans from friends and family.

The remainder of the monies necessary for the Plan will be funded
entirely from monies obtained from the Debtor's post-confirmation
operations.

The management of the Debtor will remain with the Debtor, with
management fees totaling $100,000 for the first year.  Eric
Hamburger will remain the manager assisted by Karl Haytcher.  The
Partners, so long as they are working on behalf of the Debtor,
will be entitled to reduced rent on the Property.  Beginning one
year after the Effective Date, the Partners may be paid health,
car, and other benefits typically available to owners and
operators of a small business.  This amount is projected to be
$20,400 a year.  MidFirst contends that the Partners are not
entitled to a $100,000 per year management fee.

             About Oppenheimer Partners Properties

Oppenheimer Partners Properties LLP owns and operates a 184-unit
residential apartment complex in Phoenix, Arizona.  Oppenheimer
purchased the property in June 2007 for $12 million through a
combination of cash and a construction loan totaling
$12.4 million.  Oppenheimer filed for Chapter 11 bankruptcy
(Bankr. D. Ariz. Case No. 11-33139) on Dec. 2, 2011.  Judge Sarah
Sharer Curley presides over the case.  Gordon Silver's Robert C.
Warnicke, Esq., serves as the Debtor's counsel.  In its petition,
the Debtor estimated $10 million to $50 million in assets and
debts.  The petition was signed by Eric Hamburger, managing
partner.


ORCKIT COMMUNICATIONS: In Talks to License CM-4000 Product Line
---------------------------------------------------------------
Orckit Communications Ltd. disclosed with the U.S. Securities and
Exchange Commission on July 29, 2013, that it is in preliminary
discussions with another telecom equipment manufacturer regarding
a possible transaction whereby Orckit would grant a license to
develop and sell Orckit's CM-4000 product line.  The transaction
will be subject to the consent of Networks3 Inc. to which Orckit
has agreed to sell its patents.

It is contemplated that a group of key employees of Orckit would
assist in the process of incorporating Orckit's core technology
into the third party's product line.  Other senior employees of
Orckit would be required to provide support services to the third
party.

"There is no assurance that any agreement will be reached or that
the proposed transaction will be consummated at all or on what
terms," the Company said.

                            About Orckit

Tel-Aviv, Israel-based Orckit Communications Ltd. (TASE: ORCT)
engages in the design, development, manufacture and marketing of
advanced telecom equipment to telecommunication service providers
in metropolitan areas.  The Company's products are transport
telecommunication equipment targeting high capacity packetized
metropolitan networks.

ORCKIT Communications disclosed a net loss of $6.46 million on
$11.19 million of revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $17.38 million on $15.58 million of
revenues for the year ended Dec. 31, 2011.  The Company's balance
sheet at March 31, 2013, showed US$14.93 million in total assets,
US$25.28 million in total liabilities and a US$10.35 million total
capital deficiency.

Kesselman & Kesselman, 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 a
capital deficiency, recurring losses, negative cash flows from
operating activities and has significant future commitments to
repay its convertible subordinated notes.  These facts raise
substantial doubt as to the Company's ability to continue as a
going concern.


ORECK CORP: Aug. 27 Hearing on Crone Hawxhurst Hiring
-----------------------------------------------------
The Bankruptcy Court will convene a hearing on Aug. 27, 2013, at
9 a.m., to consider Oreck Corporation, et al.'s request to employ
Crone Hawxhurst LLP as special counsel for the Debtors.
Objections, if any, are due Aug. 8,

Crone will provide legal services for the Debtors regarding
certain litigation in California, specifically in re: Oreck Corp
Halo Vacuum and Air Purifiers Marketing and Sales Practices
Litigation, U.S. District Court for the Central District of
California, during the pendency of the cases.

The hourly rates of Crone's personnel are:

         Daryl M. Crone, partner       $450
         Members                       $255 - $495

Mr. Crone tells the Court that it has not received a retainer from
the Debtor.  Mr. Crone assures the Court that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

                        About Oreck Corp.

Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in
Nashville, Tennessee, on May 6, 2013, with plans to sell the
business as a going concern.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late 1960s.
The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.

Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.  The Debtor disclosed $18,013,249 in assets
and $14,932,841 plus an unknown amount in liabilities as of the
Chapter 11 filing.

William L. Norton III, Esq., and Alexandra E. Dugan, Esq., at
Bradley Arant Boult Cummings LLP, serve as counsel to the Debtor.
BMC Group Inc. is the claims and notice agent. Sawaya Segalas &
Co., LLC serves as financial advisor.

The U.S. Trustee appointed six creditors to the Official Committee
of Unsecured Creditors.  Daniel H. Puryear, Esq., at Puryear Law
Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP represent the Committee.  The Committee
tapped to retain Gavin/Solmonese LLC as it financial advisor.


ORECK CORP: Carl Marks OK'd to Provide Crisis Management Services
---------------------------------------------------------------
The Bankruptcy Court authorized Oreck Corporation, et al., to
employ Carl Marks Advisory Group LLC to provide crisis management
services to the Debtors during the Chapter 11 cases.

As reported in the Troubled Company Reporter on June 25, 2013,
Michael Robbins, who is an independent contractor to Carl Marks,
will serve on a full-time basis as Interim president and chief
restructuring officer of the Debtors, and Jeffrey K. Kies, who is
an independent contractor to Carl Marks, will serve on a full-time
basis as the interim chief financial officer of the Debtors.

In connection with the services to be rendered to the Debtors
under the agreement, it is anticipated that Carl Marks will also
provide: (i) the services of P. woodland Harris, a partner at Carl
Marks, as the partner in charge of the engagement; and (ii) the
services of f. Duffield Meyercord, also, a partner at Carl Marks

The Debtor agreed to compensate Carl Marks a fixed monthly amount
of $145,000, which will include all compensation to be paid to
Messrs. Robbins and Kies by Carl Marks in connection with the
matter, plus any out-of-pocket expenses.

Carl Marks received a prepetition retainer from the Debtors of
$80,000 to be applied against any unpaid fees and expenses earned
postpetition.

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

                        About Oreck Corp.

Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in
Nashville, Tennessee, on May 6, 2013, with plans to sell the
business as a going concern.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late 1960s.
The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.

Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.  The Debtor disclosed $18,013,249 in assets
and $14,932,841 plus an unknown amount in liabilities as of the
Chapter 11 filing.

William L. Norton III, Esq., and Alexandra E. Dugan, Esq., at
Bradley Arant Boult Cummings LLP, serve as counsel to the Debtor.
BMC Group Inc. is the claims and notice agent. Sawaya Segalas &
Co., LLC serves as financial advisor.

The U.S. Trustee appointed six creditors to the Official Committee
of Unsecured Creditors.  Daniel H. Puryear, Esq., at Puryear Law
Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP represent the Committee.  The Committee
tapped to retain Gavin/Solmonese LLC as it financial advisor.


ORECK CORP: Panel May Hire Daniel H. Puryear as Nashville Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court has authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Oreck Corporation,
et al., to retain Daniel H. Puryear as Nashville co-counsel.

As reported in the Troubled Company Reporter on June 24, 2013,
Mr. Puryear's primary role in the case will involve (i) serving as
local counsel and assisting the lead counsel, Lowenstein Sandler
LLP in matters involving local law; (ii) handling discrete matters
as conflicts counsel where Lowenstein Sandler may be prohibited
from assisting the Committee due to the existence of a conflict of
interest; and (iii) handle other matters as agreed to by
Mr. Puryear and Lowenstein Sandler.

The hourly rates of Mr. Puryear and its personnel are:

         Daniel H. Puryear                 $325
         Associates                        $195
         Paralegals                        $125

To the best of the Committee's knowledge, Mr. Puryear is a
"disinterested person" as that

                        About Oreck Corp.

Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in
Nashville, Tennessee, on May 6, 2013, with plans to sell the
business as a going concern.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late 1960s.
The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.

Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.  The Debtor disclosed $18,013,249 in assets
and $14,932,841 plus an unknown amount in liabilities as of the
Chapter 11 filing.

William L. Norton III, Esq., and Alexandra E. Dugan, Esq., at
Bradley Arant Boult Cummings LLP, serve as counsel to the Debtor.
BMC Group Inc. is the claims and notice agent. Sawaya Segalas &
Co., LLC serves as financial advisor.

The U.S. Trustee appointed six creditors to the Official Committee
of Unsecured Creditors.  Daniel H. Puryear, Esq., at Puryear Law
Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP represent the Committee.  The Committee
tapped to retain Gavin/Solmonese LLC as it financial advisor.


ORECK CORP: Gavin/Solmonese Approved as Panel's Financial Advisor
-----------------------------------------------------------------
The Bankruptcy Court has authorized the Official Committee of
Unsecured Creditors for the Chapter 11 case of Oreck Corporation,
et al., to retain Gavin/Solmonese LLC, nunc pro tunc to May 20,
2013, as its financial advisor.

As reported in the Troubled Company Reporter on June 24, 2013,
Gavin/Solmonese will, among other things:

   1. review and analyze historical financial performance,
      and transactions between and among the Debtors, their
      creditors, affiliates and other entities;

   2. determine the reasonableness of a projected performance
      of the Debtors, both historical and future; and

   3. review and analyze all material contracts or agreements.

The hourly rates of Gavin/Solmonese's personnel are:

         Edward T. Gavin, CTP                   $600
         Wayne P. Weitz                         $475
         Other Professionals                $250 - $650

Gavin/Salmonese has agreed to a cap on its fees until July 1,
2013, of $85,000.

                        About Oreck Corp.

Oreck Corporation and eight affiliates sought Chapter 11
protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in
Nashville, Tennessee, on May 6, 2013, with plans to sell the
business as a going concern.

Oreck has been in the business of manufacturing, marketing and
selling vacuum cleaners and related products since the late 1960s.
The corporate offices are located in Nashville, and the
manufacturing and call center is located in Cookeville, Tennessee.

Oreck has 70 employees in Nashville, 250 employees at its plant in
Cookeville and 325 employees operating 96 company-owned and
managed retail stores.  The Debtor disclosed $18,013,249 in assets
and $14,932,841 plus an unknown amount in liabilities as of the
Chapter 11 filing.

William L. Norton III, Esq., and Alexandra E. Dugan, Esq., at
Bradley Arant Boult Cummings LLP, serve as counsel to the Debtor.
BMC Group Inc. is the claims and notice agent. Sawaya Segalas &
Co., LLC serves as financial advisor.

The U.S. Trustee appointed six creditors to the Official Committee
of Unsecured Creditors.  Daniel H. Puryear, Esq., at Puryear Law
Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at
Lowenstein Sandler LLP represent the Committee.  The Committee
tapped to retain Gavin/Solmonese LLC as it financial advisor.


OVERSEAS SHIPHOLDING: Can Hire Deloitte & Touche as Acctg. Advisor
------------------------------------------------------------------
Judge Peter J. Walsh authorized Overseas Shipholding Group, Inc.,
et al., to employ Deloitte & Touche LLP as accounting advisor nunc
pro tunc to June 19, 2013.

The judge approved the engagement letter on the D&T retention,
subject to certain clarifications.  The Bankruptcy Court clarified
that D&T will not be entitled to indemnification, contribution or
reimbursement of services other than those provided in the
Engagement Letter.

As reported by The Troubled Company Reporter on July 11, 2013, D&T
will assist with the planning of carve-out and separation projects
as well as providing related services in connection with any
restructuring, reorganization or sale transaction that the Debtors
may contemplate.  The hourly rates of D&T professionals range from
$720 to $240.

                   About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


OVERSEAS SHIPHOLDING: Gets Court OK on EUR349,000 Seafarers Deal
----------------------------------------------------------------
Judge Peter J. Walsh permits Overseas Shipholding Group, Inc., et
al., to enter into a settlement with certain Spanish Seafarers.

The Settlement essentially allows Debtor OSG International, Inc.
to resolve the redundancy dismissal amounts for five Spanish
seafarers terminated on April 30, 2013, namely Gonzalo Casa De
Sopena, Victor De Vicente Lazcano, Fernando Eguia Gandarias,
Ignacio Gallastegui Azpitarte, and Roberto Valle Asua.

Pursuant to the authority granted by an April 10, 2013 Redundancy
Severance Order, the Debtors initially provided each Seafarer with
the redundancy dismissal amount, totaling EUR536,014 in the
aggregate.  The Seafarers asserted entitlement to the dull undue
dismissal of approximately EUR1,300,000 in the aggregate.

After engaging in negotiations, the Seafarers have agreed to
accept a settlement consisting of 28 days' pay per year of service
with OIN in exchange for a full and complete release of OIN.  The
settlement amount represents an incremental eight days of service
over the amounts already paid, totaling EUR349,009 in the
aggregate.

                   About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.  Deloitte & Touche LLP
serves as accounting advisor.


PASADENA ADULT RESIDENTIAL: Case Summary & 12 Unsecured Creditors
-----------------------------------------------------------------
Debtor: Pasadena Adult Residential Care Center, Inc.
          dba Pasadena Residential Care Center
        1415 N. Garfield Avenue
        Pasadena, CA 91104

Bankruptcy Case No.: 13-28484

Chapter 11 Petition Date: July 22, 2013

Court: U.S. Bankruptcy Court
       Central District of California (Los Angeles)

Judge: Robert N. Kwan

Debtors' Counsel: M. Jonathan Hayes, Esq.
                  SIMON RESNIK HAYES, LLP
                  15233 Ventura Boulevard, Suite 250
                  Sherman Oaks, CA 91403
                  Tel: (818) 783-6251
                  Fax: (818) 783-6253
                  E-mail: jhayes@srhlawfirm.com

Estimated Assets: $500,001 to $1,000,000

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

Affiliate that simultaneously filed for Chapter 11:

        Debtor                         Case No.
        ------                         --------
Corona Care Convalescent Corporation   13-28497
  Assets: $500,001 to $1,000,000
  Debts: $1,000,001 to $10,000,000
Corona Care Retirement, Inc.           13-28519
  Assets: $500,001 to $1,000,000
  Debts: $1,000,001 to $10,000,000
Castle View Senior Retirement Estate,  13-28532
Inc.
  Assets: $500,001 to $1,000,000
  Debts: $1,000,001 to $10,000,000
Garfield Senior Care Center, Inc.      13-28538
  Assets: $500,001 to $1,000,000
  Debts: $1,000,001 to $10,000,000
Pasadena Health Care Management, Inc.  13-28545
  Assets: $500,001 to $1,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Felicidad Ferrer, president.

A. A copy of Pasadena Adult Residential Care's list of its 12
largest unsecured creditors filed with the petition is available
for free at http://bankrupt.com/misc/cacb13-28484.pdf

B. A copy of Corona Care Convalescent's list of its 20 largest
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/cacb13-28497.pdf

C. A copy of Corona Care Retirement's list of its 20 largest
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/cacb13-28519.pdf

D. A copy of Castle View Senior Retirement's list of its seven
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/cacb13-28532.pdf

E. A copy of Garfield Senior Care Center's list of its 10
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/cacb13-28538.pdf

F. A copy of Pasadena Health Care Management's list of its eight
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/cacb13-28545.pdf


PATRIOT COAL: Retiree Committee Asks Court to Approve VEBA Trust
----------------------------------------------------------------
The Official Committee of Salaried Retirees of Patriot Coal
Corporation, et al., asks the U.S. Bankruptcy Court for the
Eastern District of Missouri to approve the VEBA Trust proposed by
the Retiree Committee so that it may obtain and subsequently
distribute the monetary benefits negotiated.  The Retiree
Committee further seeks the Court's approval to turn over funds
under its possession and/or control to the VEBA Trust.

On April 26, 2013, an Order was entered by the Court reflecting an
agreement settlement of the dispute (on whether welfare benefit
plans were vested or not) between the Retiree Committee and the
Debtors.  That Order, in part, reflected that $250,000 would be
contributed to a VEBA Trust to be set up by the Retiree Committee
and that $3,750,000 of cash or equity would be provided to the
same VEBA Trust upon the effective date of a plan of
reorganization.

According to papers filed with the Court, the April 26 order also
provides that the Debtors cooperate toward the reallocation of the
remaining non-Union life insurance benefit obligations to other
types of welfare benefits.  In accordance with the same, the
Retiree Committee says it has since determined that all such
funds, including the monies currently being directed for life
insurance premiums, should be redirected and made available solely
for health insurance benefit purposes as soon as possible.

According to the Retiree Committee, having recently received the
required information (about the affected retirees from the Debtors
to enable the creation of a VEBA Trust and to design an equitable
welfare plan to cost effective provide said benefits) it has
caused a Voluntary Employee Beneficiary Trust to be created to
serve as a mechanism for the Debtors and the Reorganized Debtors
to provide the negotiated financial obligations reflected in the
April 26 order on a income tax free basis.

A complete text of the Court's April 26 order is available at:

          http://bankrupt.com/misc/patriotcoal.doc3849.pdf

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PATRIOT COAL: Can Pay Hedge Funds $2MM in Rights Offering Deal
--------------------------------------------------------------
Kathryn Brenzel of BankruptcyLaw360 reported that a Missouri
bankruptcy judge signed off on a request by Patriot Coal Corp. to
pay up to $2 million to two hedge fund bondholders, fees that
would allow the funds to backstop a possible rights offering as
the parties hash out a reorganization plan.

According to the report, the bankrupt company said it needed to
pay for fees and expenses to continue talks with Aurelius Capital
Management LP and Knighthead Capital Management LLC over a Chapter
11 plan that would provide hundreds of millions of dollars in
financing.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PATRIOT COAL: Exclusive Periods Extension Sought
------------------------------------------------
BankruptcyData reported that Patriot Coal filed with the U.S.
Bankruptcy Court a third motion to extend the exclusive period
during which the Company can file a plan and solicit acceptances
thereof through and including December 1, 2013 and January 30,
2014, respectively.

The motion explains, "Specifically, an extension of the Debtors'
Exclusive Periods is required to enable the Debtors to: (a)
deliver both a more efficient cost structure and future revenue
growth so that the Debtors can compete effectively in the coal
mining industry; (b) further implement specific restructuring
initiatives; (c) address the Debtors' labor and retiree
obligations; (d) complete their work with various potential
liquidity providers to secure adequate liquidity upon emergence
from chapter 11; and (e) develop a plan of reorganization
reflecting the initiatives set forth above and many others that
are underway," the report related.

The Court scheduled an Aug. 20, 2013 hearing on the motion.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP is serving as legal advisor, Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PATRIOT COAL: Hires GCP as Special Claims Administration Counsel
----------------------------------------------------------------
Patriot Coal Corp., et al., ask the U.S. Bankruptcy Court for the
Eastern District of Missouri for authorization to employ GCP Legal
Advisors, LLC, as special claims administration counsel for the
Debtors, nunc pro tunc to July 15, 2013, as well as to provide
advice and counsel regarding corporate and other matters.

GCP Legal Advisors will provide these legal services:

   a. analysis of the validity of claims filed against the
      Debtors;

   b. coordination and supervision of the Debtors' outside
      advisors handling claims administration matters;

   c. coordination and counsel to the Debtors' personnel having
      the factual basis to support claims resolution matters; and

   d. any other matter specifically requested by the Debtors'
      general counsel that may arise in connection with the
      Debtors' reorganization proceedings and its business
      operations.

To the best of the Debtors' knowledge, GCP Legal Advisors is a
"disinterested person" as that phrase is defined in Sec. 101(14)
of the Bankruptcy Code, as modified by Sec. 1107(b) of the
Bankruptcy Code.

GCP Legal Advisors' requested compensation for professional
services rendered to the Debtors will be based on the hours
actually expended by each assigned professional at that
professional's hourly billing rate, as well as reimbursement for
reasonable and necessary expenses that GCP Legal Advisors
customarily bills to its clients.

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PATRIOT COAL: Wants Plan Filing Period Extended Until Dec. 1
------------------------------------------------------------
Patriot Coal Corporation, et al., filed Tuesday a third motion for
an order extending the Debtors' exclusive periods to file and
solicit acceptances of a plan of reorganization by 90 days, from
Sept. 2, 2013, and Nov, 1, 2013, respectively, to Dec. 1, 2013,
and Jan. 30, 2014, respectively.

According to papers filed with the Court, the Debtors and the
United Mine Workers of America are continuing to work toward a
consensual resolution regarding modification to the Debtors'
collective bargaining agreements and the funding of a trust for
certain benefits for the Debtors' represented retirees.

Additionally, the Debtors are engaged in active discussions with
potential backstop parties -- namely, Knighthead Capital
Management, LLC, and Aurelius Capital Management, LP -- on the
potential terms of a plan of reorganization that would involve an
investment of hundreds of millions of dollars into the Debtors'
estates through a rights offering backstopped by entities managed
by the potential backstop parties.  The Debtors are also in
discussions with certain other parties regarding exit financing
proposals and potentially providing the Debtors the capital they
need to emerge as a viable and competitive company.

According to the Debtors, tangible progress has been made toward
their goal of successfully emerging from Chapter 11 as a viable
and competitive company, according to the Debtors.  "However, as
would be expected of companies as large as and with businesses as
complex as the Debtors', there is more work to be done.  Certain
critical near-term objectives must be achieved before a consensual
plan of reorganization can be confirmed, which the Debtors hope
will enjoy the support of their major creditor constituencies and
will provide the financing needed to fund the Debtors' businesses
for the benefit of their creditors, employees, retirees and other
stakeholders."

Counsel for the Debtors can be reached at:

         Michelle M. McGreal, Esq.
         Marshall S. Huebner, Esq.
         Damian S. Schaible, Esq.
         Brian M. Resnick, Esq.
         DAVIS POLK & WARDWELL LLP
         450 Lexington Avenue
         New York, NY 10017
         Tel: (212) 450-4000
         Fax: (212) 607-7983

              - and -

         Lloyd A. Palans, Esq.
         Brian C. Walsh, Esq.
         Laura Uberti Hughes, Esq.
         BRYAN CAVE LLP
         One Metropolitan Square
         211 N. Broadway, Suite 3600
         St. Louis, MO 63102
         Tel: (314) 259-2000
         Fax: (314) 259-2020

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PATRIOT COAL: Wants EBITDA Thresholds Under DIP Agreement Lowered
-----------------------------------------------------------------
Patriot Coal Corporation, et al., seek an amendment to the First
Out DIP Agreement, which, if consented to by the Required Lenders,
will have the effect of lowering the minimum consolidated EBITDA
financial covenant thresholds for periods following June 30, 2013.
The Debtors are hopeful that the requisite First Out DIP Lenders
consent to the Amendment by Aug. 6, 2013, which is the consent
deadline provided by Citibank, N.A., the First Out DIP Agent, to
the First Out DIP Lenders.

According to papers filed with the Court the Amendment, if
consented to by the Required Lenders, will prevent the Debtors
from potentially defaulting under the DIP Facilities and thereby
allow the Debtors to continue to access the liquidity necessary to
finalize a plan within the current timeline provided for under the
DIP Credit Agreements, which timeline is not affected by the
Amendment.

On Aug. 3, 2012, the SDNY Bankruptcy Court authorized the Debtors
to enter into the DIP Financing Facility consisting of (i) new
money (a) revolving credit loans in an aggregate amount not to
exceed $125,000,000 and (b) term loans in an aggregate amount of
$375,000,000 (collectively, the "First Out Facility"), and (ii) a
roll up of obligations under the Debtors' prepetition credit
agreement in the aggregate amount of approximately $302,000,000 as
of the Petition Date (the "Second Out Facility").

As is customary, the Amendment contains fee provisions, including
the payment of fees to the First Out DIP Lenders that consent to
the Amendment and fees payable to the First Out DIP Agent for
arranging the Amendment, in each case as a condition to the
effectiveness of the Amendment (other than the waiver provisions
thereof).  The terms surrounding the Amendment Fees payable to,
and indemnification of, the First Out DIP Agent are contained in a
separate engagement letter, which the Debtors and the First Out
DIP Agent have agreed to keep strictly confidential.

The Minimum Consolidated EBITDA (in millions) under the Current
First Out DIP Agreement and the Proposed Amendment are as shown
below:

     Current First Out DIP
          Agreement                   Proposed Amendment
  ----------------------------    ----------------------------
July 31, 2013         $110.0    July 31, 2013          $70.6
August 31, 2013       $134.0    August 31, 2013        $68.6
September 30, 2013    $148.0    September 30, 2013     $65.2
October 31, 2013      $176.0    October 31, 2013       $83.8
November 30, 2013     $190.0    November 30, 2013      $94.6
December 31, 2013     $205.0    December 31, 2013     $101.3

                        About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PENSON WORLDWIDE: Court Confirms 5th Amended Liquidation Plan
-------------------------------------------------------------
Judge Peter J. Walsh of the U. S. Bankruptcy Court for the
District of Delaware confirmed on July 31, 2013, a Fifth Amended
Joint Liquidation Plan filed by Penson Worldwide Inc. and its
affiliates.

The Fifth Amended Plan, filed prior to the confirmation hearing,
includes substantially the same terms as the Fourth Amended Plan
but removes GHP1, Inc. as a Debtor that is subject to the Fifth
Amended Plan.

The Plan contemplates, among other things, payment in full in cash
to holders of Allowed Administrative Expense Claims, Professional
Fee Claims, Priority Tax Claims, and Non-Tax Priority Claims.
Holders of Allowed Other Secured Claims will receive either
payment in full in cash or receipt of their collateral.

To implement the Plan, the existing Board of Directors for each
corporate Debtor will be replaced with the Board of Managers of
PTL, a newly formed limited liability company to which all assets
of the Debtors will be conveyed and transferred. The Board of
Managers of PTL will be comprised of two members appointed by the
Second Lien Noteholders Committee, one member appointed by the
Convertible Noteholders Committee and one member appointed by the
Committee.  Mr. Bryce B. Engel is appointed as the Chief Officer
of PTL and as the Liquidation Trustee of the Liquidation Trust.

The Committee will be dissolved on the later of: (i) the effective
date of the Plan, (ii) the conclusion of any appeals to the
Confirmation Order, (iii) the dismissal, the conversion or
confirmation of a plan of the GHP1, Inc. Chapter 11 estate.
However, the engagement of Akin Gump Strauss Hauer & Feld, LLP as
counsel to PWI in the Putative Class Action will not automatically
terminate upon occurrence of the Effective Date, and that
engagement will continue until terminated by PWI or Gump.

Notwithstanding any provision in the Plan which settles
intercompany Claims pursuant to the Intercompany Claims
Settlement, nothing in the Plan will impair or prevent Christopher
K. Hehmeyer or Drinker Biddle & Reath LLP from prosecuting any
proofs of claim against any Debtor which they believe is liable
for such claim, provided that a timely proof of claim was filed
against such Debtor, and all of the Debtors' defense and
objections to the claims are preserved.

On the Effective Date, LMA SPC for and on behalf of MAP84
Segregated Portfolio and Knighthead Master Fund LP will be deemed
to have automatically transferred to PTL all of their right,
title, and interest in and to their respective Third Party Causes
of Action to PTL and that Third Party Causes of Action will vest
in PTL free and clear of all Claims, Liens, Liabilities,
encumbrances, charges and other interests.

Nothing in the Confirmation Order will constitute a confirmation
of the Plan or any other chapter 11 plan with respect to GHP1,
Inc. and PTL and the Liquidation Trust will have no liability for
any claims against GHP1, Inc.

A full-text copy of the findings of fact, conclusions of law, and
order confirming the 5th Amended Joint Liquidation Plan may be
accessed for free at http://is.gd/ZdDEO2

A full-text copy of the 5th Amended Plan is available for free at
http://is.gd/GeAszP and a blacklined copy is available at
http://is.gd/cllYbn

At the July 31 hearing, Judge Walsh also entered orders:

  * granting Penson's motion for the Court to temporarily allow
    litigation claims, solely for purposes of voting to accept or
    reject their Joint Liquidation Plan, in the amount of $1.00 as
    opposed to the amounts and classifications asserted in the
    Litigation Claims.

  * lifting the automatic stay to permit the parties in the
    adversary proceeding entitled O'Connell v. Penson Financial
    Service Inc. (Adv. Pro. No. 09-01519), currently pending in
    the U.S. Bankruptcy Court for the Southern District of New
    York (Case No. 07-13283) to liquidate O'Connell claims against
    the Debtors by trying the case to a conclusion.

  * approving Alternative Dispute Resolution Procedures proposed
    by the Debtors. The Court further held that:

    -- Claim No. 287 filed by Reid Friedman, Lead Plaintiff in
       Freidman v. Penson Worldwide, Inc, et al., Case No. 11-cv-
       020908-0 (N.D. Tex.), is an Excluded Claim for purposes of
       the ADR order and will not be subject to the ADR
       procedures.

    -- Following the termination of the Offer Exchange Procedures
       with respect to TradeKing, LLC, TradeKing will proceed
       directly to arbitration before FINRA and will not engage in
       the Mediation Stage.  The Offer Exchange Procedures will,
       unless otherwise agreed to in writing by the parties,
       terminate no later than November 30, 2013, and the
       automatic stay with respect to TradeKing will be deemed
       lifted upon the termination to permit TradeKing to proceed
       with its pending FINRA arbitration.

    -- George E. Morris Revocable Trust will be excused from
       complying with the ADR Procedures and the mediation stage,
       and instead is granted relief from the automatic stay and
       will proceed directly to its pending arbitration before
       FINRA.

Penson is represented by Pauline K. Morgan, Esq., Curtis J.
Crowther, Esq., Kenneth J. Enos, Esq., Ashley E. Markow, Esq., of
Young Conaway Stargatt & Taylor, LLP, and Andrew N. Rosenberg,
Esq., and Oksana Lashko, Esq., of Paul, Weiss, Rifkind, Wharton &
Garrison LLP.

                    About Penson Worldwide

Plano, Texas-based Penson Worldwide Inc. and its affiliates filed
for Chapter 11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10061)
on Jan. 11, 2013.

Founded in 1995, Penson Worldwide is provider of a range of
critical securities and futures processing infrastructure products
and services to the global financial services industry.  The
company's products and services include securities and futures
clearing and execution, financing and cash management technology
and other related offerings, and it provides tools and services to
support trading in multiple markets, asset classes and currencies.

Penson was one of the top two clearing brokers overall in the
United States.  Its foreign-based subsidiaries were some of the
largest independent clearing brokers in Canada and Australia and
the second largest independent clearing broker in the United
Kingdom as of Dec. 31, 2010.

In 2012, the company sold its futures division to Knight Capital
Group Inc. and its broker-deal subsidiary to Apex Clearing Corp.
But the company was unable to successfully streamline is business
after the asset sales.

Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP, and
Young, Conaway, Stargatt & Taylor serve as counsel to the Debtors.
Kurtzman Carson Consultants LLC is the claims and notice agent.

The U.S. Trustee for Region 3 appointed three members to the
Official Committee of Unsecured Creditors: (i) Schonfeld Group
Holdings LLC; (ii) SunGard Financial Systems LLC; and (iii) Wells
Fargo Bank, N.A., as Indenture Trustee.  The Committee selected
Hahn & Hessen LLP and Cousins Chipman & Brown, LLP to serve as its
co-counsel, and Capstone Advisory Group, LLC, as its financial
advisor.  Kurtzman Carson Consultants LLC serves as its
information agent.

The company estimated $100 million to $500 million in assets and
liabilities in its Chapter 11 petition.  The last publicly filed
financial statements as of June 30 showed assets of $1.17 billion
and liabilities totaling $1.227 billion.


PEOPLES STORAGE: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Peoples Storage GS, LLC
        200 NW 79th Street
        Miami, FL 33150

Bankruptcy Case No.: 13-27293

Chapter 11 Petition Date: July 23, 2013

Court: United States Bankruptcy Court
       Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: James B Miller, Esq.
                  19 W Flagler St #416
                  Miami, FL 33130
                  Tel: (305) 374-0200
                  Fax: (305) 374-0250
                  E-mail: bkcmiami@gmail.com

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

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

The Debtor did not file a list of its largest unsecured creditors
together with its petition.

The petition was signed by Leonarda A. Schwartzberg, president
managing member.


PERRY PUBLIC: Moody's Lowers General Obligation Rating to Ba1
-------------------------------------------------------------
Moody's Investors Service has downgraded to Ba1 from Baa2 the
general obligation (GO) rating of Perry Public Schools (MI). The
district has $22.2 million of GO debt, of which $4.7 million is
Moody's rated. The outlook remains negative.

Ratings Rationale:

The district's general obligation bonds are secured by the
district's unlimited tax pledge as authorized by voters. The Ba1
rating reflects a multi-year trend of operating shortfalls that
has resulted in a deficit General Fund balance position. The trend
of operational imbalance is largely attributable to the district's
delayed enactment of expenditure reductions to offset revenue
declines associated with declining enrollment, driven by
outmigration of students to neighboring districts and demographic
factors. The Ba1 rating further incorporates the district's
modestly sized and depreciating tax base located near Lansing (GO
rated A1), average demographic profile, and elevated debt burden.
The negative outlook is based on the district's declining
enrollment trend, which will likely continue to be a budgetary
challenge despite recently enacted expenditure reductions, as the
district does not have the flexibility to increase revenues beyond
its state allocated per pupil foundation funding.

Strengths:

- Recent enactment of significant expenditure reductions

- Located within commuting distance of employment centers in the
   Lansing metropolitan area

Challenges:

- Declines in tax base valuations

- Negative enrollment trends that are likely to continue due to
   students leaving the district for neighboring districts

- Limited revenue raising flexibility

- Multi-year trend of operating shortfalls resulting in a
   deficit General Fund balance position

Outlook:

The negative outlook is based on the district's declining
enrollment trend, which will likely continue to be a budgetary
challenge despite recently enacted expenditure reductions.

WHAT COULD MOVE THE RATING UP (Removal of negative outlook)

- Correction of structural imbalance that leads to improvement
   in the district's General Fund position

- Reduction in the district's debt burden

What Could Move The Rating Down?

- Continuation of operating deficits resulting in further
   financial deterioration

- Greater than anticipated enrollment decline pressuring
   district revenues

- Growth in the district's debt burden

Principal Methodology:

The principal methodology used in this rating was General
Obligation Bonds Issued by US Local Governments published in April
2013.


PREMIERE ENTERPRISES: Case Summary & Top Unsecured Creditors
------------------------------------------------------------
Debtor: Premiere Enterprises of Whiteville, LLC
          fdba 701 Associates, Inc.
               Dawsey Investment Company
               Premier Construction, Inc.
               Premiere Property, LLC
        P.O. Box 396
        Whiteville, NC 28472

Bankruptcy Case No.: 13-04639

Chapter 11 Petition Date: July 26, 2013

Court: U.S. Bankruptcy Court
       Eastern District of North Carolina (Wilson)

Judge: Randy D. Doub

Debtor's Counsel: Trawick H. Stubbs, Jr., Esq.
                  STUBBS & PERDUE, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: (252) 633-9600
                  E-mail: efile@stubbsperdue.com

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

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

A copy of the Company's list of its 14 unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nceb13-04639.pdf

The petition was signed by E. Autry Dawsey, Sr., manager.

Affiliates that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
E. Autry & Faye Dawsey                --                  07/26/13
Premiere Hospitality Group, Inc.      13-02145            04/03/13


PRIMA INVESTMENTS: Case Summary & 18 Unsecured Creditors
--------------------------------------------------------
Debtor: Prima Investments, Inc.
          dba Arco AM/PM
        1735 S. Cooper Road
        Chandler, AZ 85286

Bankruptcy Case No.: 13-12683

Chapter 11 Petition Date: July 24, 2013

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Daniel P. Collins

Debtor's Counsel: William R. Richardson, Esq.
                  RICHARDSON & RICHARDSON, P.C.
                  1745 S. Alma School Road, #100
                  Mesa, AZ 85210-3010
                  Tel: (480) 464-0600
                  Fax: (480) 464-0602
                  E-mail: wrichlaw@aol.com

Scheduled Assets: $602,148

Scheduled Liabilities: $4,176,333

A copy of the Company's list of its 18 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/azb13-12683.pdf

The petition was signed by Sunil N. Patel, president.


PROGRESSIVE WASTE: Revised Leverage Target No Impact on Ratings
---------------------------------------------------------------
Moody's Investors Service commented that Progressive Waste
Solutions Ltd.'s revised leverage target range is credit negative
but does not impact the company's Ba1 rating or stable outlook.

Progressive Waste solutions Ltd. provides vertically integrated
non-hazardous solid waste services to commercial, industrial,
municipal and residential customers in Canada and in the US South
and the Northeast. Revenue for the last twelve months ended June
30, 2013 was about $2 billion. The company is headquartered in
Toronto, Ontario, Canada.


PROLOGIC MANGEMENT: Case Summary & 13 Unsecured Creditors
---------------------------------------------------------
Debtor: Prologic Mangement Systems, Inc.
        4633 E. Broadway Boulevard
        Tucson, AZ 85711

Bankruptcy Case No.: 13-12682

Chapter 11 Petition Date: July 24, 2013

Court: U.S. Bankruptcy Court
       District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Eric Slocum Sparks, Esq.
                  ERIC SLOCUM SPARKS, P.C.
                  110 S. Church Avenue, #2270
                  Tucson, AZ 85701
                  Tel: (520) 623-8330
                  Fax: (520) 623-9157
                  E-mail: law@ericslocumsparkspc.com

Scheduled Assets: $221,952

Scheduled Liabilities: $13,830,308

A copy of the Company's list of its 13 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/azb13-12682.pdf

The petition was signed by Jim Heim, president.


R4 VASCULAR: Case Summary & 18 Unsecured Creditors
--------------------------------------------------
Debtor: r4 Vascular, Inc.
        1270 Avenue of the Americas, Suite 302
        New York, NY 10020

Bankruptcy Case No.: 13-12409

Chapter 11 Petition Date: July 24, 2013

Court: U.S. Bankruptcy Court
       Southern District of New York (Manhattan)

Debtor's Counsel: Scott A. Steinberg, Esq.
                  LAW OFFICES OF SCOTT A. STEINBERG
                  626 RXR Plaza
                  Uniondale, NY 11556
                  Tel: (516) 522 - 2566
                  Fax: (516) 522-2530
                  E-mail: ssteinberg@saslawfirm.net

Scheduled Assets: $1,295,041

Scheduled Liabilities: $9,776,850

A copy of the Company's list of its 18 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/nysb13-12409.pdf

The petition was signed by Steven Jacobs, president.


RAAM GLOBAL: S&P Revises Outlook to Negative & Affirms 'B-' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on RAAM Global Energy Co. to negative from stable and
affirmed its 'B-' corporate credit rating on the company.  At the
same time, S&P revised the recovery rating on the company's senior
secured notes to '4', indicating average (30%-50%) recovery of
principal in an payment default, from '3'.  The 'B-' rating on the
senior secured notes remains unchanged.

The outlook revision reflects S&P's expectation that the company's
cash flow and liquidity could weaken if the company is
unsuccessful in correcting recent production problems.  These
decreases are primarily driven by operational issues in the
company's 4 Flipper wells in the Yegua Trend in onshore Texas,
causing the wells to be brought off-line.  The play currently
accounts for about 40% of production, and S&P believes the
production decrease related to the four wells accounted for a good
portion of the decline; thus an inability to recover this could
have a meaningful impact.

Standard & Poor's ratings on Lexington, Ky.-based exploration and
production (E&P) company RAAM Global Energy Co. reflect its
limited and small reserve base, low production, very short reserve
life, meaningful exposure to weak natural gas prices, and less-
than-adequate liquidity (based on S&P's criteria), resulting from
the lower-than-expected production levels and high capital
expenditures.  In addition, the ratings incorporate the company's
position as an E&P company operating primarily in the Gulf of
Mexico (which S&P considers a higher risk operating environment
requiring significant reinvestment to maintain production and
reserve levels), and participation in a highly cyclical, capital-
intensive, and intensely competitive industry.

"The outlook is negative, reflecting the possibility that if the
company is unable to correct the production problems, its cash
flow and liquidity could weaken further.  We could lower the
rating if liquidity dropped to less than $50 million or if
production levels did not improve to historical levels by year-end
2013. We could revise the outlook to stable if the company were
able to strengthen its liquidity position and improve its cash
flows by year end," said Standard & Poor's credit analyst Susan
Ding.


RADIOSHACK CORP: S&P Cuts Credit Rating to "CCC", Warns of Default
------------------------------------------------------------------
Drew Fitzgerald and Kristin Jones, writing for Dow Jones
Newswires, report that Standard & Poor's Ratings Services
downgraded RadioShack Corp.'s corporate credit status to triple-C,
warning that the retailer could default in less than a year unless
its cash situation improves.

Dow Jones says a RadioShack spokeswoman declined to comment on the
company's credit rating but said it paid off $216 million in
convertible debt Thursday with cash on hand.

Dow Jones notes RadioShack has hired investment bank Peter J.
Solomon to examine its options for more financing and has retained
AlixPartners, a consulting firm that specializes in corporate
turnarounds.

Dow Jones says executives have acknowledged the company will
continue to clear out inventory this year even as it burns through
cash this autumn, when spending on holiday preparations peaks. On
Thursday, S&P warned that the vendors that stock RadioShack's
shelves would likely tighten their sales terms, further pressuring
the company's weak liquidity.

S&P rival Moody's Investors Service in March downgraded RadioShack
to Caa1, which is a step higher than S&P's current rating.


REGIONAL EMPLOYERS: Section 341(a) Meeting Set on Sept. 6
---------------------------------------------------------
A meeting of creditors in the bankruptcy case of Regional
Employers Assurance Leagues Voluntary Employees' Beneficiary
Association Trust will be held on Sept. 6, 2013, at 10:00 a.m. at
833 Chestnut Street, Suite 501, Philadelphia, PA.

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

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

Regional Employers Assurance Leagues Voluntary Employees'
Beneficiary Association Trust, filed a Chapter 11 petition (Bankr.
E.D. Pa. Case No. 13-16440) on July 23, 2013.


RESIDENTIAL CAPITAL: Rejecting 146 Executory Contracts
------------------------------------------------------
Residential Capital LLC and its affiliates ask authority from the
Court to reject 146 executory contracts and unexpired leases
effective as of July 12, 2013.  Schedules of the contracts and
leases are available for free at:

   http://bankrupt.com/misc/RESCAP_reject820712A.pdf
   http://bankrupt.com/misc/RESCAP_reject640712B.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).


RESIDENTIAL CAPITAL: Bankr. Exit to Halt Law Firms' Fee Feast
-------------------------------------------------------------
Julie Triedman, writing for The Am Law Daily, reported that when
Residential Capital LLC, once the fifth-largest mortgage servicer
in the United States, filed a plan of reorganization that called
for unsecured creditors to recover 36.3 cents per dollar owed, the
company moved a giant step closer to exiting bankruptcy.

But for the dozen-plus law firms and hundreds of lawyers who have
racked up hours working on the matter over the past year, ResCap's
emergence from Chapter 11, which is expected to come in December,
will bring a halt to what may well be the most lucrative
bankruptcy assignment of the past year, the Am Law Daily report
said.  Court filings show that fees paid out for work done in
connection with the case in its first seven months alone totaled
just under $100 million. And with six months' worth of bills yet
to be tallied, that tab will climb substantially higher.

The ResCap bankruptcy filing, the largest of 2012, is as complex
as the debtor's business is arcane, the report said.  The company
-- formerly the mortgage lending unit of General Motors Acceptance
Corporation -- originated and services billions of dollars of
subprime loans, and its bankruptcy has involved tens of thousands
of creditors and potential creditors. The failure of the loans and
securities it serviced amid the subprime market's collapse in 2007
spawned billions of dollars' worth of legal claims against both
ResCap, and its parent, which is now known as Ally Financial Inc.
It was those claims that ultimately compelled Ally to put ResCap
into bankruptcy on May 14, 2012, with assets and liabilities both
in excess of $15 billion.

Given the complexity of the case and the number of warring
parties, it's not surprising that the ResCap bankruptcy has
generated huge fees for the law firms involved, the report said.
Lead debtor's counsel Morrison & Foerster, for instance, collected
$31 million in fees through the end of 2012, the report pointed
out.  The firm's top billers on the matter are partners Jeremy
Jennings-Mares, a derivatives specialist ($1,195 an hour), and
Thomas Humphreys, a federal tax expert ($1,125 an hour).  Gary
Lee, the partner leading the MoFo team, billed at $975 an hour.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Objects to Malinoswki's $138-Mil. Claim
------------------------------------------------------------
Residential Capital LLC and its affiliates object to, and ask the
Bankruptcy Court to, expunge and disallow Claim No. 1154 filed by
Kenneth J. Malinowski, asserting $138 million because the Claim:
(a) lacks sufficient supporting documentation, (b) is not a
liability of the Debtors, and (c) fails to state a basis for
liability against the Debtors.

Norman S. Rosenbaum, Esq., Gary S. Lee, Esq., and Jordan A.
Wishnew, Esq., at MORRISON & FOERSTER LLP, in New York, represent
the Debtors.

A hearing on the objection will be on Aug. 29, 2013 at 10:00 a.m.
(ET).  Objections are due Aug. 13.

                     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: Jr. Secured Noteholders Want Mediation
-----------------------------------------------------------
At the behest of the Ad Hoc Group of Junior Secured Noteholders in
the Chapter 11 cases of Residential Capital LLC, Judge Martin
Glenn issued an order in aid of mediation and settlement, which
provides, among other things, that no mediation party, including
any Junior Secured Noteholder, will (a) be or become an insider, a
temporary insider or fiduciary of any Debtor, any affiliate, or
any residential mortgage backed securitization trust; (b) be
deemed to owe any duty to any of the Debtor Parties; (c) undertake
any duty to any party in interest; (d) be deemed to misappropriate
any information of any of the Debtor Parties.

A full-text copy of the Order, dated July 26, 2013, is available
for free at http://bankrupt.com/misc/RESCAPord0726.pdf

The Ad Hoc Group of Junior Secured Noteholders asked bankruptcy
judge handling the bankruptcy cases of Residential Capital LLC and
its affiliates to enter an order in aid of mediation and
settlement that will enable the principals of the Junior Secured
Noteholders to participate in negotiations and mediation with the
other parties in interest without fear that they will be
subjecting themselves to liability for participating in the
mediation or negotiations or for keeping settlement offers made in
connection therewith confidential.

The Ad Hoc Group's counsel, Gerard Uzzi, Esq., at Milbank, Tweed,
Hadley & McCloy LLP, in New York, relates that the Ad Hoc Group
has asserted that the Junior Secured Noteholders are entitled to
postpetition interest on the Junior Secured Notes and that any
non-consensual plan would need to provide for the payment of that
interest.  The Debtors, the Official Committee of Unsecured
Creditors, and the Consenting Creditors have disputed the
entitlement of the Junior Secured Note to post-petition interest.

In connection with approval of the Plan Support Agreement, the
Court suggested to submit the dispute regarding the Junior Secured
Noteholders' entitlement to postpetition interest to mediation,
subject to reaching agreement regarding the treatment of
confidential information.  Mr. Uzzi, however, states that the
members of the Ad Hoc Group have not been able to participate in
the mediation because of uncertainty as to whether that
participation would expose them to liability.

Mr. Uzzi says one trend that has developed to address these
concerns is for parties to agree to the disclosure of the results
of failed settlement discussions at the conclusion of those
discussions.  Alternatively, at least one other court has entered
an order designed to clarify that parties who engage in settlement
discussions are not imputed with special status or duties as a
consequence of engaging in those discussions.  The Ad Hoc Group
asks that the Court enter that order.

According to Mr. Uzzi, the Proposed Order is narrowly tailored and
would ensure that parties participating in the mediation are not,
among other things, deemed to become insiders or temporary
insiders of the Debtors or fiduciaries for other parties in
interest due to their participation in the mediation and
settlement process.  The Proposed Order would also prevent
parties-in-interest from seeking remedies in the Chapter 11 cases
against any party participating in the mediation based on those
parties engaging in trading of the Debtors' securities while not
subject to a confidentiality agreement.  Importantly, the Proposed
Order, by its express terms is not binding on any governmental
entity seeking to enforce securities laws in actions or
proceedings outside the bankruptcy cases.

A full-text copy of the Proposed Order is available for free
at http://bankrupt.com/misc/RESCAP_propord0718.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).


RESIDENTIAL CAPITAL: Bondholders Want Law Firms to Be Neutral
-------------------------------------------------------------
The Ad Hoc Group of Junior Secured Noteholders asks the U.S.
Bankruptcy Court for the Southern District of New York to direct
each of the Debtors' counsel, including Morrison & Foerster LLP;
counsel to the Official Committee of Unsecured Creditors,
including Kramer Levin Naftalis & Frankel LLP; and the Debtors'
management to remain strictly neutral in any dispute in the Court
regarding claims by and between any Debtor.

According to the Ad Hoc Group's counsel, J. Christopher Shore,
Esq., at White & Case LLP, in New York, by the motion, the Ad Hoc
Group seeks to have the Court set the ground rules pursuant to
which the Debtors, the Committee, and their counsel may appear and
be heard with respect to any disputes, transactions, or proposed
settlements of prepetition or postpetition claims and causes of
action by and between one or more Debtors.  Mr. Shore tells the
Court that the Debtors and their advisors have not yet responded
to the Ad Hoc Group's repeated inquiries regarding how each
intends to protect estate assets that could be adversely affected
by the litigation positions the Debtors have made clear that they
will pursue, and are pursuing.

Mr. Shore asserts that the relief requested by the Ad Hoc Group
should be non-controversial and consensual.  The Ad Hoc Group is
not seeking the wholesale disqualification of MoFo, Kramer, Lewis
Kruger, the Debtors' other management, or any of the other
advisors to the Debtors or the Committee in these Cases.  The Ad
Hoc Group is only seeking a direction from the Court that these
individuals and firms do what the law requires: remain neutral on
the issues that they are in conflict on, Mr. Shore further
asserts.

Mr. Shore points out that that one law firm -- MoFo -- has and
will provide legal advice to the individuals responsible for
decision making on behalf of the Debtors -- primarily, if not
exclusively, Mr. Kruger -- who will, in reliance on that advice,
advance legal positions in pleadings and take corporate action on
behalf of each Debtor on numerous matters, including intercompany
claim litigation, as to which the Debtors are in direct conflict.

Mr. Shore argues that there is no case, big or small, in which a
debtor's Section 327(a) counsel was permitted to provide
substantive legal advice on both sides of a material inter-debtor
dispute and then to advocate for a particular result in public
pleadings.  The Ad Hoc Group, he says, is concerned that MoFo and
the Debtors' management involved in the decision making seem
unattuned to the conflict position they are in, and are attempting
to assume away their conflicts in the belief that all estates in
conflict will be benefited by what MoFo and the Debtors'
management persistently, but inaccurately, seek to portray as a
"global settlement."

Dwight A. Healy, Esq., at White & Case, LLP, in New York, relates
in a declaration in support to the Ad Hoc Group's motion that, in
their statements of assets and liabilities, the Debtors list more
than $8.3 billion in aggregate prepetition claims between Debtors.
Moreover, according to other pleadings filed by the Debtors, there
are also potential unscheduled intercompany causes of action and
inter-debtor disputes arising from the Debtors' prepetition and
postpetition activities that could lead to the allowance of
additional claims between the Debtors

                   Debtors, et al., Object

The Debtors; Ally Financial Inc. and Ally Bank; the Official
Committee of Unsecured Creditors, and certain consenting creditors
object to the Ad Hoc Group of Junior Secured Noteholders' request
for an order directing certain counsel, including Morrison &
Foerster LLP, Kramer Levin Naftalis & Frankel LLP, and the
Debtors' management team to remain strictly neutral in any dispute
regarding claims by and between any Debtor.

The latest motion by the Ad Hoc Group raises the spectre of
interdebtor conflicts where none exists, Gary S. Lee, Esq., at
Morrison & Foerster LLP, in New York, argues on behalf of the
Debtors.  On the appointment of Lewis Kruger as the Debtors' chief
restructuring officer, Mr. Lee asserts that the specific purpose
of the CRO is to represent all of the Debtors in mediating the
host of intercreditor and interdebtor issues that needed to be
resolved to form a Chapter 11 plan.  Mr. Lee also asserts that
because the proposed Plan treatment of intercompany balances is an
integral part of the global settlement, granting the Ad Hoc
Group's request would effectively mean that the Plan Proponents
could not proceed to confirmation, or with seeking approval of the
global settlement, or with challenging the Ad Hoc Group's position
that the JSNs are oversecured -- results that would be convenient
for the Ad Hoc Group as there would be no one able to litigate
against it, but that are hardly in the best interest of the
Debtors or their estates.

The Ad Hoc Group's motion is "a transparent attempt . . . to gain
a perceived strategic and tactical advantage to collaterally
attack a chapter 11 plan rather than object to the Plan on the
merits," Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New
York, argues on behalf of Ally.  There is little doubt that the
motion was filed to attempt to maximize negotiation leverage by
making the dispute with the Debtors with respect to the Ad Hoc
Group's entitlement to postpetition interest as expensive and
disruptive as possible, Mr. Cieri further argues.  If granted, the
request would bring the Debtors' Chapter 11 cases to a halt and
destroy the settlement embodied in the Plan, Mr. Cieri tells the
Court.

The request seeks to impose a destructive remedy for a non-
existent problem, the Creditors' Committee complains.  According
to the Committee, although the JSNs chose not to participate in
the mediation that led to the negotiation of the Plan, their
treatment under the resulting Plan is favorable: they would
receive a 100% recovery in cash on their allowed prepetition
claims, plus the opportunity to receive postpetition interest if
found to be oversecured.  The Committee also notes that the Court
has established a pre-confirmation litigation track that, together
with the confirmation hearing, fully protects the JSNs' rights to
litigate every issue affecting them.  The JSNs' dissatisfaction
with their treatment is ironic given that just over a year ago, an
ad hoc group of noteholders and their legal and financial
professionals signed off on an plan support agreement based on a
much smaller $750 million settlement with AFI that did not assure
them of full recovery of the principal amount of their claims,
Kenneth H. Eckstein, Esq., at Kramer Levin Naftalis & Frankel LLP,
in New York, argues on behalf of the Committee.

Certain "consenting creditors" as the term is defined in the Plan
Support Agreement join in the Creditors' Committee's objection to
the Ad Hoc Group's request.  The Consenting Creditors are
Wilmington Trust, National Association, as Indenture Trustee for
the Senior Unsecured Notes Issued by Residential Capital, LLC;
Lead Plaintiffs and the Putative Class; MBIA Insurance
Corporation; AIG Asset Management (U.S.), LLC, et al., Allstate
Insurance Company, et al., Massachusetts Mutual Life Insurance
Company, and Prudential Insurance Company of America, et al.; and
Financial Guaranty Insurance Company.

The Debtors are also represented by Todd M. Goren, Esq., and
Jennifer L. Marines, Esq., at Morrison & Foerster LLP, in New
York, and Steven J. Reisman, Esq., Michael Moscato, Esq., and
Therasa A. Foudy, Esq., at Curtis, Mallet-Prevost, Colt & Mosle
LLP, in New York.

Ally is also represented by Ray C. Schrock, Esq., at Kirkland &
Ellis LLP, in New York.

The Committee is also represented by Gregory A. Horowitz, Esq.,
Jeffrey S. Trachtman, Esq., and David E. Blabey Jr., Esq., at
KRAMER LEVIN NAFTALIS & FRANKEL LLP, in New York; and Robert J.
Feinstein, Esq., John A. Morris, Esq., and Jason H. Rosell, Esq.,
at PACHULSKI STANG ZIEHL & JONES LLP, in New York.

Wilmington Trust is represented by Thomas J. Moloney, Esq., and
Sean A. O'Neal, Esq., at CLEARY GOTTLIEB STEEN & HAMILTON LLP, in
New York.

The Lead Plaintiff and the Putative Class are represented by
Daniel J. Flanigan, Esq., at POLSINELLI SHUGHART, in New York.

MBIA is represented by Mark C. Ellenberg, Esq., at CADWALADER,
WICKERSHAM & TAFT LLP, in Washington, D.C.

AIG Asset Management, et al., is represented by Susheel Kirpalani,
Esq., Daniel L. Brockett, Esq., Jennifer Barrett, Esq., and Scott
C. Shelley, Esq., at QUINN EMANUEL URQUHART &
SULLIVAN, LLP, in New York; and Eric D. Winston, Esq., at QUINN
EMANUEL URQUHART & SULLIVAN, LLP, in Los Angeles, California.

FGIC is represented by Richard L. Wynne, Esq., and Howard F.
Sidman, Esq., at JONES DAY, in New York.

                     Ad Hoc Group Talks Back

The Ad Hoc Group explains that it made a limited application to
the Court due to the simple fact that it believes -- and continues
to believe -- that rules prohibiting counsel and estate
fiduciaries from representing both sides of an inter-debtor
dispute are being broken at the expense of individual Debtor
estates and creditor constituencies in these Cases.  The narrow
relief sought will not upend the current plan process as capable,
non-conflicted, third parties exist who can ably litigate these
issues, the Ad Hoc Group asserts.

The Debtors' and the Committee's current process does not work,
the Ad Hoc Group argues.  The rules are clear -- counsel and
management cannot represent two adverse parties in an actively
litigated dispute, J. Christopher Shore, Esq., at White & Case
LLP, in New York, points out.  Here, the Debtors' counsel, the
Committee's counsel, and the Debtors' management are currently
advocating that intercompany claims and causes of action lack
substantive legal merit and should be waived and cancelled.  This
position is prejudicial and adverse to any Debtor and its
creditors that is the beneficiary of an intercompany claim or
cause of action and must stop.

With respect to the objections, the Ad Hoc Group argues that no
Objecting Party meaningfully addresses this prejudice and sets
forth a solution to the conflict.  Rather, the Objecting Parties
disparage the Ad Hoc Group and offer a series of excuses and
justifications in an attempt to sweep their rule-breaking under
the proverbial rug, Mr. Shore asserts.

The Ad Hoc Group is also represented at Dwight A. Healy, Esq., at
WHITE & CASE LLP, in New York; and Gerard Uzzi, Esq., and Dennis
O'Donnell, Esq., at MILBANK, TWEED, HADLEY & MCCLOY LLP, in New
York.

                     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).


ROSE GARDEN: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Rose Garden Office Building, LLC
        14300 N. Northsight Boulevard, #101
        Scottsdale, AZ 85260

Bankruptcy Case No.: 13-12708

Chapter 11 Petition Date: July 24, 2013

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Dean M. Dinner, Esq.
                  NUSSBAUM GILLIS & DINNER, P.C.
                  14850 N. Scottsdale Road, Suite 450
                  Scottsdale, AZ 85254
                  Tel: (480) 609-0011
                  Fax: (480) 609-0016
                  E-mail: ddinner@ngdlaw.com

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

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

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

The petition was signed by Salvatore Abbate, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Salvatore and Linda Abbate            12-09124            04/26/12


ROSETTA GENOMICS: Annual Meeting Adjourned to August 5
------------------------------------------------------
Rosetta Genomics, Ltd., convened its previously announced annual
general meeting of shareholders on July 29, 2013.  However, the
quorum of two or more shareholders present, personally or by
proxy, who hold or represent together more than 25 percent of the
voting rights of Rosetta's issued share capital required to
conduct the Annual Meeting was not present.  Accordingly, pursuant
to Rosetta's articles of association, the Annual Meeting has been
adjourned to Aug. 5, 2013.  The adjourned Annual Meeting will be
held at Rosetta's offices at 10 Plaut St., Rehovot, Israel at
16:00 (Israel Time).  At the adjourned Annual Meeting, any two
shareholders present in person or by proxy will constitute a
quorum.

                           About Rosetta

Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to
develop and commercialize new diagnostic tests based on a recently
discovered group of genes known as microRNAs.  MicroRNAs are
naturally expressed, or produced, using instructions encoded in
DNA and are believed to play an important role in normal function
and in various pathologies.  The Company has established a CLIA-
certified laboratory in Philadelphia, which enables the Company to
develop, validate and commercialize its own diagnostic tests
applying its microRNA technology.

Rosetta Genomics disclosed a net loss of US$10.45 million on
US$201,000 of revenue for the year ended Dec. 31, 2012, as
compared with a net loss of US$8.83 million on US$103,000 of
revenue during the prior year.  The Company's balance sheet at
Dec. 31, 2012, showed US$32.53 million in total assets, US$1.63
million in total liabilities and US$30.90 million in total
shareholders' equity.

                        Bankruptcy Warning

In its annual report for the year ended Dec. 31, 2012, the Company
said:

"We will require substantial additional funding and expect to
augment our cash balance through financing transactions, including
the issuance of debt or equity securities and further strategic
collaborations.  On December 7, 2012, we filed a shelf
registration statement on Form F-3 with the SEC for the issuance
of ordinary shares, various series of debt securities and/or
warrants to purchase any of such securities, either individually
or in units, with a total value of up to $75 million, from time to
time at prices and on terms to be determined at the time of such
offerings.  The filing was declared effective on December 19,
2012.  However there can be no assurance that we will be able to
obtain adequate levels of additional funding on favorable terms,
if at all.  If adequate funds are not available, we may be
required to:

   * delay, reduce the scope of or eliminate certain research and
     development programs;

   * obtain funds through arrangements with collaborators or
     others on terms unfavorable to us or that may require us to
     relinquish rights to certain technologies or products that we
     might otherwise seek to develop or commercialize
     independently;

   * monetizing certain of our assets;

   * pursue merger or acquisition strategies; or

   * seek protection under the bankruptcy laws of Israel and the
     United States."


SCOTTSDALE VENETIAN: Plan Outline Hearing Begin
-----------------------------------------------
Judge George B. Nielsen was slated to convene a hearing on Aug. 1,
2013 at 9:30 a.m. at Courtroom 702 in Phoenix, Arizona, to
consider the adequacy of the Disclosure Statement describing
Scottsdale Venetian Village, LLC's Plan of Reorganization.

As reported by The Troubled Company Reporter on July 8, 2013, the
Scottsdale Venetian Village's Plan of Reorganization provides for
the payment of outstanding obligations by the proceeds from the
continued operation of Days Hotel located at 5101 N. Scottsdale
Road, in Scottsdale, Arizona, and the adjacent Papi Chulo's
Mexican Grill & Cantina.

With the exception of the Classes 1-A (Allowed Administrative
Claims), all the Creditors of the Debtor are impaired under the
terms of the Plan.  Secured Creditors are impaired because they
will be subjected to different treatment than they had originally
contracted for with the Debtor.  Unsecured Creditors will be
impaired because they will be subject to different treatment than
they originally contracted for.

A full-text copy of the Disclosure Statement, dated June 19, 2013,
is available for free at:

         http://bankrupt.com/misc/SCOTTSDALEds0619.pdf

                     About Scottsdale Venetian

Scottsdale Venetian Village, LLC, operates the Days Hotel located
at 5101 N. Scottsdale Road, in Scottsdale, Arizona.  The company
also operates Papi Chulo's Mexican Grill & Cantina, located
immediately adjacent to the hotel.  The hotel consists of 211
guest rooms and, among other things, facilities for meetings and
banquets.

Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating
at least $10 million in assets and less than $10 million in
liabilities.

The Debtor is represented by John J. Hebert, Esq., and Wesley D.
Ray at Polsinelli Shughart, P.C., in Phoenix.  Charles B. Foley,
CPA, PLLC serves as the Debtor's accountant.


SCOTTSDALE VENETIAN: Can Use ADOR Cash Collateral Thru July 31
--------------------------------------------------------------
Judge George B. Nielsen approved the stipulation between
Scottsdale Venetian Village, LLC and the Arizona Department of
Revenue for the Debtor's use of a limited amount of ADOR's Cash
Collateral through July 31, 2013, 5:00 p.m. MST, in accordance
with a prepared budget.

Otherwise, the Debtor's access to the Cash Collateral may
terminate earlier than July 31 upon (i) the conversion of the
Debtor's bankruptcy case to a case under Chapter 7 of the
Bankruptcy Code, or (ii) the appointment of a trustee or examiner
or other representative with expanded powers for the Debtor.

ADOR has a $294,581 tax claim against the Debtor.  In relation to
this, ADOR has a valid and perfected security interest in all of
the Debtor's assets other than real property.

In exchange for the Cash Collateral access, ADOR is granted, as
adequate protection for its interests in the Prepetition
Collateral, continuing valid and perfected security interests in
all of the Debtor's assets.

Barbara C. Klabacha, Esq., Assistant Attorney General, represent
the Arizona Department of Revenue.

                    About Scottsdale Venetian

Scottsdale Venetian Village, LLC, operates the Days Hotel located
at 5101 N. Scottsdale Road, in Scottsdale, Arizona.  The company
also operates Papi Chulo's Mexican Grill & Cantina, located
immediately adjacent to the hotel.  The hotel consists of 211
guest rooms and, among other things, facilities for meetings and
banquets.

Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating
at least $10 million in assets and less than $10 million in
liabilities.

The Debtor is represented by John J. Hebert, Esq., and Wesley D.
Ray at Polsinelli Shughart, P.C., in Phoenix.  Charles B. Foley,
CPA, PLLC serves as the Debtor's accountant.

The Plan of Reorganization provides for the payment of outstanding
obligations by the proceeds from the continued operation of Days
Hotel located at 5101 N. Scottsdale Road, in Scottsdale, Arizona,
and the adjacent Papi Chulo's Mexican Grill & Cantina.


SCOTTSDALE VENETIAN: Can Hire Sierra Consulting as Finc'l. Advisor
------------------------------------------------------------------
Scottsdale Venetian Village, LLC sought and obtained authority
from the U.S. Bankruptcy Court for the District of Arizona to
employ Sierra Consulting Group, LLC.

Sierra Consulting is initially expected to perform financial
analyses and review of the Debtor's overall historic books and
records; and serve as Debtor's financial expert in its bankruptcy
proceedings.

Sierra will bill standard hourly rate of $95 to $345 for their
services.

Edward Burr of Sierra Consulting assures the Court that his firm
is a "disinterested person" as defined in 11 U.S.C. Sec. 101.
Sierra does not hold or represent any interest adverse to the
Debtor's estate, he says.

                    About Scottsdale Venetian

Scottsdale Venetian Village, LLC, operates the Days Hotel located
at 5101 N. Scottsdale Road, in Scottsdale, Arizona.  The company
also operates Papi Chulo's Mexican Grill & Cantina, located
immediately adjacent to the hotel.  The hotel consists of 211
guest rooms and, among other things, facilities for meetings and
banquets.

Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating
at least $10 million in assets and less than $10 million in
liabilities.

The Debtor is represented by John J. Hebert, Esq., and Wesley D.
Ray at Polsinelli Shughart, P.C., in Phoenix.  Charles B. Foley,
CPA, PLLC serves as the Debtor's accountant.

The Plan of Reorganization provides for the payment of outstanding
obligations by the proceeds from the continued operation of Days
Hotel located at 5101 N. Scottsdale Road, in Scottsdale, Arizona,
and the adjacent Papi Chulo's Mexican Grill & Cantina.


SCOTTSDALE VENETIAN: Hutchinson Wants to Foreclose on Hotel Assets
------------------------------------------------------------------
First National Bank of Hutchinson asks the U.S. Bankruptcy Court
for the District of Arizona to lift the automatic stay to allow it
to exercise its rights against Scottsdale Venetian Village, LLC's
interest in the real property known as the Days Hotel located on
the Northeast corner of Scottsdale and Chaparral Roads in
Scottsdale, Arizona -- including, but not limited to, foreclosing
the lien of its deed of trust via a trustee's sale.

First National, as a lender to the Debtor, asserts that it has a
lien on all Cash Collateral which includes revenue generated by
Days Hotel.  The Lender complains that its interest in the Cash
Collateral is not adequate protected as the Debtor lost $100,000
in April and May 2013 and may lose another $200,000 between June
and August 2013.

The Lender adds that the Debtor's management is not qualified to
continue managing the Hotel Property, and that the Debtor is not
diligently proceeding with its reorganization.  The Lender further
asserts that there is no equity in the Property for the estate and
it is not necessary for an effective reorganization.

Josh Kahn, Esq., and William Scott Jenkins, Jr. of Ryley Carlock &
Applewhite serve as attorneys for First National Bank of
Hutchinson.

                        Debtor Responds

The Debtor argues that the Lender's interest in the Property are
more than adequately protected by an equity cushion in the value
of the Lender's alleged collateral, the Debtor's management and
preservation of the assets alleged to be subject to the Lender's
lien, a replacement lien on postpetition assets and monthly
payments of $5,500.  Furthermore, the Debtor believes that it has
equity on the Property, and there can be no debate that the
Property is necessary to an effective reorganization.

Accordingly, the Debtor asks the Court to deny the Lender's Lift
Stay Motion in all respects.

                  About Scottsdale Venetian

Scottsdale Venetian Village, LLC, operates the Days Hotel located
at 5101 N. Scottsdale Road, in Scottsdale, Arizona.  The company
also operates Papi Chulo's Mexican Grill & Cantina, located
immediately adjacent to the hotel.  The hotel consists of 211
guest rooms and, among other things, facilities for meetings and
banquets.

Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating
at least $10 million in assets and less than $10 million in
liabilities.

The Debtor is represented by John J. Hebert, Esq., at Polsinelli
Shughart, P.C., in Phoenix.

The Plan of Reorganization provides for the payment of outstanding
obligations by the proceeds from the continued operation of Days
Hotel located at 5101 N. Scottsdale Road, in Scottsdale, Arizona,
and the adjacent Papi Chulo's Mexican Grill & Cantina.


SOLERA HOLDINGS: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Solera Holdings LLC
        216 East 53rd Street
        New York, NY 10022

Bankruptcy Case No.: 13-12398

Chapter 11 Petition Date: July 23, 2013

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

Debtor's Counsel: Arnold Mitchell Greene, Esq.
                  ROBINSON BROG LEINWAND GREENE
                  GENOVESE & GLUCK, P.C.
                  875 Third Avenue, 9th Floor
                  New York, NY 10022
                  Tel: (212) 603-6300
                  Fax: (212) 956-2164
                  E-mail: amg@robinsonbrog.com

Estimated Assets: $0 to $50,000

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

A list of the Company's 12 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/nysb13-12398.pdf

The petition was signed by Rufino Lopez, managing member.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Rufino Lopez                           13-23188   07/16/13


SMART TECHNOLOGIES: S&P Rates $125MM Sr. Secured Term Loan 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B' long-
term corporate credit rating on Calgary, Alta.-based interactive
display provider SMART Technologies Inc., following the company's
announcement that it has entered into a new US$125 million term
loan and US$50 million ABL.  The outlook is stable.

Standard & Poor's also assigned its 'BB-' issue-level rating and
'1' recovery rating to the company's US$125 million senior secured
term loan.  The '1' recovery rating indicates S&P's expectation of
very high (90%-100%) recovery for creditors in the event of a
default.

S&P expects the company to use proceeds of the offering along with
surplus balance-sheet cash to repay its first-lien credit
facility.  As a result, Standard & Poor's withdrew its 'B' issue
rating and '4' recovery rating on the existing term loan and
revolver.

SMART's refinancing transaction materially reduces adjusted debt,
alleviates refinancing risk, and improves financial flexibility.
Although adjusted debt-to-EBITDA improves relative to S&P's
previous expectations, leverage remains high given limited near-
term earnings visibility amid heightened competition from
alternative interactive display technologies and continued school-
board funding constraints.

"The ratings on SMART reflect Standard & Poor's assessment of the
company's weak business risk profile and our expectation that the
company will maintain credit metrics consistent with an aggressive
financial risk profile over the next year," said Standard & Poor's
credit analyst David Fisher.

SMART is a leading provider of touch-sensitive interactive
whiteboards (IWB) and related interactive display technologies,
interactive response systems, and ancillary software, primarily
targeting the kindergarten to grade 12 school education market.
The company develops, assembles, and markets hardware and software
products that enable group collaboration and interactive learning
by both local and remote participants.  SMART pioneered the IWB
product category and remains a global market share leader
according to Futuresource Consulting Ltd.  For the 12 months ended
March 31, 2013, the company reported revenue and adjusted EBITDA
of US$589 million and US$49 million, respectively.

The stable outlook reflects S&P's expectation that SMART will
generate EBITDA in the range of US$50 million-US$60 million in the
next 12 months resulting in adjusted debt-to-EBITDA in the 4x
area, which is commensurate with the ratings.

S&P could lower the ratings if trailing 12-month EBITDA declines
materially below US$50 million.  S&P believes this could occur if
SMART is unable to effectively respond to the technological shift
in interactive display technologies, or if school board funding
constraints and pricing pressures increase more than we expect.

While unlikely in the near term, S&P could raise the ratings if
adjusted debt-to-EBITDA improves to the mid-3x area on a sustained
basis.  Under this scenario, S&P would expect to have reasonable
near-term earnings visibility combined with evidence that the
company's efforts to diversify its earnings streams were achieving
success.


SPEEDWAY PLAZA: Case Summary & 3 Unsecured Creditors
----------------------------------------------------
Debtor: Speedway Plaza, LLC
        170 Country Estates Circle
        Reno, NV 89511

Bankruptcy Case No.: 13-51465

Chapter 11 Petition Date: July 23, 2013

Court: United States Bankruptcy Court
       District of Nevada (Reno)

Judge: Mike K. Nakagawa

Debtor's Counsel: Stephen R. Harris, Esq.
                  HARRIS LAW PRACTICE LLC
                  6151 Lakeside Dr, Ste 2100
                  Reno, NV 89511
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764
                  E-mail: steve@harrislawreno.com

Scheduled Assets: $770,000

Scheduled Liabilities: $1,195,356

A copy of the Company's list of its three unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/nvb13-51465.pdf

The petition was signed by Matthew Berry, manager.


STRATFORD HOSPITALITY: Case Summary & Creditors List
----------------------------------------------------
Debtor: Stratford Hospitality, LLC
          dba Stratford Hotel & Conference Center
        225 Lordship Boulevard
        Stratford, CT 06615

Bankruptcy Case No.: 13-51168

Chapter 11 Petition Date: July 26, 2013

Court: U.S. Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Matthew K. Beatman, Esq.
                  ZEISLER AND ZEISLER, P.C.
                  10 Middle Street, 15th Floor
                  Bridgeport, CT 06604
                  Tel: (203) 368-4234
                  E-mail: MBeatman@zeislaw.com

                         - and ?

                  James Berman, Esq.
                  ZEISLER AND ZEISLER, P.C.
                  10 Middle Street, 15th Floor
                  Bridgeport, CT 06604
                  Tel: (203) 368-4234
                  E-mail: jberman@zeislaw.com

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

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

A copy of the Company's list of its 19 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ctb13-51168.pdf

The petition was signed by Kirit Panchamia, member.


T-REX PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: T-Rex Products Incorporated
        7920 Airway Rd #A6
        San Diego, CA 92154

Bankruptcy Case No.: 13-07362

Chapter 11 Petition Date: July 20, 2013

Court: United States Bankruptcy Court
       Southern District of California (San Diego)

Judge: Christopher B. Latham

Debtor's Counsel: John Bauer, Esq.
                  Financial Relief Legal Advocates, Inc.
                  1047 N. Antonio Circle
                  Orange, CA 92869
                  Tel: (714) 319-3446
                  E-mail: JOHNBHUD@aol.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/casb13-7362.pdf

The petition was signed by David Hanono, president.


THE C-NOTE: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: The C-Note Club, LLC
        203 Parkwood Lane
        Edgewater, FL 32132

Bankruptcy Case No.: 13-04463

Chapter 11 Petition Date: July 22, 2013

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

Judge: Jerry A. Funk

Debtor's Counsel: G.W.S. Simpson, III, Esq.
                  G.W.S. SIMPSON III, P.A.
                  431 Canal Street, Suite A
                  New Smyrna Bch, FL 32168
                  Tel: (386) 427-2360
                  E-mail: bknsbsimpson@aol.com

Scheduled Assets: $1,089,600

Scheduled Liabilities: $600,016

The Company's list of its largest unsecured creditors filed with
the petition does not contain any entry.

The petition was signed by Vincent Congialdi, manager.


TRUE RELIGION: Moody's Lowers Rating on 1st Lien Loan to 'B2'
-------------------------------------------------------------
Moody's Investors Service downgraded True Religion Apparel, Inc.'s
first lien term loan due 2019 (was 2020) to B2 from B1. The rating
on True Religion's second lien term loan was affirmed at Caa1.
True Religion's B2 Corporate Family Rating was affirmed, and the
outlook remains stable.

The downgrade of the first lien term loan reflects that the loan
was upsized to $400 million from $375 million and the second lien
term loan was reduced to $85 million from $110 million. In
addition there will be a $10 million draw on a revolver which
increased to $60 million from $50 million. As a result of the
upsized asset-based revolver, which has a first lien on accounts
receivable and inventory, and the reduction in credit support from
the downsized second lien term loan, Moody's expectations for
recovery for the first lien term loan in a default scenario have
reduced. Total debt is slightly higher, due to the expected draw
under the ABL. While this is a slight credit negative, it does not
have an impact on the company's B2 rating or stable outlook.

The following ratings were affirmed and LGD assessments amended:

True Religion Apparel, Inc.

  Corporate Family Rating at B2

  Probability of Default Rating at B2-PD

  $85 million Second lien term loan due 2020 (was 2021) at Caa1
  (LGD 5, 89%) from Caa1 (LGD 5, 87%)

The following ratings were downgraded:

  $400 million first lien term loan due 2019 (was 2020) to B2
  (LGD 3, 44%) from B1 (LGD 3, 41%)

Ratings Rationale:

True Religion's B2 rating reflects the company's limited scale and
its narrow focus in the premium denim category. Moody's believes
the premium denim category appeals to a limited portion of the
overall population, and is subject to significant fashion risks.
The rating also reflects the company's relatively limited track
record, having been founded in 2003. The ratings take into
consideration True Religion's generally consistent execution,
evidenced in its high operating margins. Moody's also believes
there are opportunities for the company to achieve cost savings as
a private company as well as through steps to improve the
operating efficiencies of its international business. Moody's
expects leverage to be moderate with debt/EBITDA in the mid five
times range, pro-forma for cost savings as a private company and
the termination of its contract with its founder. The rating also
reflects Moody's expectation the company will maintain a good
liquidity profile.

The B2 rating assigned to the proposed first lien term loan
reflects its second lien position on the company's accounts
receivable and inventory (the company's $60 million asset based
revolver will have a first lien on this collateral) and a first
lien on substantially all other domestic assets.

The rating outlook is stable, reflecting expectations the company
will substantially achieve its cost savings goals. Moody's also
expects other actions intended to provide revenue stability, such
as a greater focus on more basic and less fashion sensitive
products, should enable it to maintain stable operating earnings.
While the company's results in any short term period could be
influenced by fashion trends, Moody's expects that better
inventory management and some greater focus on core styles should
help to minimize volatility over time.

In view of the company's limited scale and narrow product focus,
an upgrade would require the company to maintain stronger
financial metrics than similar rated peers. Quantitatively, the
company would need to sustain debt/EBITDA below 4.5 times and with
interest coverage approaching the mid two times range. The company
would need to maintain healthy operating margins and continue to
demonstrate stability in operating performance.

Ratings could be downgraded if the company were to experience
negative trends in revenues and weakness in operating margins.
This would indicate there have been meaningful negative trends in
the premium denim market and/or the company was losing market
share. Quantitatively, ratings could be downgraded if debt/EBITDA
was sustained above 6 times or interest coverage fell below 1.5
times. Ratings could also be lowered if the company's financial
policies were to become more aggressive or if liquidity were to
become constrained.

True Religion Apparel, Inc. ("True Religion") designs,
manufactures and markets denim, sportswear and accessories for
men, women and children under the "True Religion" brand. The
company's products are sold in the company's branded retail and
outlet stores as well as contemporary department stores and
boutiques in 61 countries. As of June 30, 2013, the Company
operated 130 stores in the U.S. and 33 international stores.
Fiscal 2012 revenues were $467 million. True Religion is a private
company, controlled by TowerBrook Capital Partners.

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


WHEELER RENTAL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Wheeler Rental & Mobile Home Sales, LLC
        2278 Twin Creek Lane
        Newcastle, OK 73065

Bankruptcy Case No.: 13-13303

Chapter 11 Petition Date: July 22, 2013

Court: U.S. Bankruptcy Court
       Western District of Oklahoma (Oklahoma City)

Judge: Sarah A. Hall

Debtor's Counsel: O. Clifton Gooding, Esq.
                  THE GOODING LAW FIRM
                  650 City Place Building
                  204 N Robinson Avenue
                  Oklahoma City, OK 73102
                  Tel: (405) 948-1978
                  Fax: (405) 948-0864
                  E-mail: cgooding@goodingfirm.com

Scheduled Assets: $0

Scheduled Liabilities: $8,547,266

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/okwb13-13303.pdf

The petition was signed by Shana Wheeler, manager.


WINDMILL DURANGO: Case Summary & 9 Unsecured Creditors
------------------------------------------------------
Debtor: Windmill Durango Office II, LLC
        3275 S. Jones Boulevard, #105
        Las Vegas, NV 89146

Bankruptcy Case No.: 13-16523

Chapter 11 Petition Date: July 25, 2013

Court: U.S. Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Laurel E. Davis

Debtor's Counsel: Matthew C. Zirzow, Esq.
                  LARSON & ZIRZOW
                  810 S. CASINO CENTER BLVD. #101
                  Las Vegas, NV 89101
                  Tel: (702) 382-1170
                  Fax: (702) 382-1169
                  E-mail: matt@lzlawnv.com

Debtor's
Special
Corporate and
Litigation
Counsel:          FLANGAS MCMILLAN LAW GROUP

Scheduled Assets: $817,652

Scheduled Liabilities: $14,239,365

The petition was signed by Jeff Susa, managing member of IDC
Windmill Durango, LLC, the general partner of Windmill Durango,
LP, manager and sole member.

Debtor's List of Its Nine Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Valley Enterprises Bldg.           Business Expense         $2,767
Maintenance
P.O. Box 28288
Las Vegas, NV 89126

Lawyer Mechanical Services, Inc.   Business Expense         $1,658
3036 S. Valley View Boulevard
Las Vegas, NV 89102

ABS Systems                        Business Expense         $1,000
4749 W. Post Road
Las Vegas, NV 89118

Nevada Illumination, Inc.          Business Expense           $285

Cummins Rocky Mountain, LLC        Business Expense           $248

E & E Fire Protection, LLC         Business Expense           $190

Terminix Commercial                Business Expense           $104

J & J Services                     Business Expense           $100

Communication Electronic Systems   Business Expense            $55


YISHLAM INC: Great Central's Bid for SARE Declaration Tossed
------------------------------------------------------------
Bankruptcy Judge Marvin Isgur denied the request of Great Central
Mortgage Acceptance Company, Ltd., for an order designating
Yishlam, Inc., a "single asset real estate" ("SARE") debtor
pursuant to 11 U.S.C. Sec. 101(51B), saying Great Central has
failed to meet its burden of proof that the properties satisfy the
definition of a SARE.

Yishlam filed a chapter 11 petition (Bankr. S.D. Tex. Case No. 13-
32786) on May 6, 2013.  Yishlam is a Texas corporation, formed in
September of 2006 with the express purpose of purchasing,
improving, and developing real estate in the Houston and Galveston
area.  Yishlam initially owned 57 units in two separate apartment
buildings in Galveston, commonly known as the Excelsior and the
Colonial.  From 2007 to 2012, Yishlam improved the units in these
buildings and offered them for sale as condominium conversions.

Yishlam was able to sell some of its units, but the majority of
Yishlam's assets remain unsold due to the overall real estate
market.  As of the Petition Date, Yishlam owned 15 units in the
Colonial, and 5 units in the Excelsior.  The two properties are
located within 500 feet of each other.

A copy of the Court's July 26, 2013 Memorandum Opinion is
available at http://is.gd/TeKwRKfrom Leagle.com.

Judge Marvin Isgur in Houston presides over the Chapter 11 case.
Matthew Scott Okin, Esq., at Okin & Adams LLP, serves as the
Debtor's counsel.  In its petition, the Debtor estimated assets of
$1 million to $10 million, and debts of $500,001 to $1 million.  A
list of the Company's 10 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/txsb13-32786.pdf The petition was signed
by Mark Blundell, president.


YORKSHIRE SUPPLY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Yorkshire Supply, Inc.
        8205 Centreville Road
        Manassas, VA 20111

Bankruptcy Case No.: 13-13373

Chapter 11 Petition Date: July 22, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Brian F. Kenney

Debtor's Counsel: Scott J. Newton, Esq.
                  STEPHENS, BOATWRIGHT, COOPER & COLEMAN
                  9255 Lee Avenue
                  Manassas, VA 20110
                  Tel: (703) 361-8246
                  Fax: (703) 361-4171
                  E-mail: newton@manassaslaw.com

Estimated Assets: $0 to $50,000

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

The Company's list of its 20 largest unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/vaeb13-13373.pdf

The petition was signed by Timothy C. Colgan, president.


YRC WORLDWIDE: Moody's Changes Outlook on Caa3 CFR to Positive
--------------------------------------------------------------
Moody's Investors Service has affirmed the ratings of YRC
Worldwide, Inc., corporate family rating at Caa3. The ratings
outlook is has been changed to positive from stable. YRCW has a
Speculative Grade Liquidity Rating of SGL-3.

Ratings Rationale:

The positive ratings outlook recognizes the important progress
that YRCW has made in restoring positive operating margins through
implementation of yield management initiatives, during a period of
stabilizing demand in the less than truckload ('LTL') segment.
This supports Moody's expectations for continued steady but slow
growth in revenue and profitability over the near term, and
increases the likelihood that the company will be able to obtain
refinancing that is needed to address sizeable debt maturities
through 2015. However, Moody's does not believe it is likely that
the company will be able to reduce its debt materially over the
next few years. As such, YRCW's ratings continue to be constrained
by persistently elevated leverage that is legacy to the company's
2011 restructuring.

With over $1.35 billion in funded debt as of March 31, 2013, YRCW
remains heavily leveraged, as Debt to EBITDA is estimated at over
8 times. Although operating margins have improved, interest
coverage remains weak: Funds from Operations (FFO) plus Interest
to Interest is estimated at approximately 1.4 times, while EBIT to
Interest is less than 1.0 time. However, this does reflect slow
but steady improvement, as YRCW's operating margins have turned
positive starting in late 2012 for the first time since 2008, led
by the return of its national LTL business YRC Freight to
profitability. Going forward, Moody's expects that slow but steady
gains in the LTL sector pricing and volume will allow YRCW to
maintain low single-digit operating margins. This will likely
effect modest improvements in leverage and interest coverage over
the near term. However, Moody's does not expect metrics to improve
more materially until further deleveraging can be achieved.
Nonetheless, YRCW's improvements in operating performance are an
important factor in offsetting increasing risks associated with a
heavy level of debt maturities. The company faces approximately $1
billion of funded debt that will come due in 2014 and 2015 -- an
amount well in excess of its current liquidity sources. This will
remain a key constraint on ratings until the company can show it
is able to re-finance these maturities in a manner that does not
result in a distressed exchange of existing debt.

The Caa3 corporate family rating is one notch below YRCW's
Probability of Default Rating ('PDR'), reflecting Moody's
assessment that debt holders would experience substantial loss in
the event of a future default. In addition to funded debt, YRCW
has substantial debt and pension liabilities that are considered
in recovery analysis per Moody's Loss Given Default (`LGD')
methodology. Pension liabilities alone (both multi-employer
pension plan as well as company-sponsored plan) represent almost
one-half of the liabilities considered in YRCW's LGD waterfall.
Because of the sizeable liability implied by these plans, Moody's
uses a 35% family recovery assumption in the application of the
LGD methodology towards YRCW's ratings.

YRCW's Speculative Grade Liquidity Rating of SGL-3 reflects
Moody's assessment of the company's liquidity as adequate to meet
the company's near term operating and investing needs, but also
recognizes the challenges associated with the company's sizeable
near term debt maturities. The company carries a substantial cash
balance (approximately $182 million of unrestricted cash as of
March 2013). However, YRCW has only limited access to its $400
million borrowing based accounts receivable securitization
facility due September 2014 ("ABL Facility"). As of March 2013, it
is estimated that only approximately $32 million was available on
a borrowing base of approximately $359 million. It should be notes
that this calculation is based on first quarter receivables, which
typically represents the seasonal low point. It is expected that,
as revenues improve, the ABL facility's borrowing base will
likewise grow and provide incremental liquidity for the company.
Moody's expects that the company will remain in compliance with
financial covenants prescribed under this facility over the near
term.

Free cash generation is expected to remain negative, or close to
breakeven, through 2013 and 2014. This assumes that the company
maintains modest positive operating margins over this period, due
to modest revenue and yield growth over the near term. Such a
trend will be an important factor in the company's ability to meet
fleet and network investments, which are expected to increase over
the next few years after several years in which capital spending
had been held at minimal levels.

Moody's cites YRCW's scheduled debt maturities as a key constraint
on its liquidity. As YRCW's existing sources of liquidity are not
sufficient to cover approximately $400 million of debt coming due
in 2014, the company will need to demonstrate progress in
refinancing scheduled debt maturities over the near term, absent
which the Speculative Grade Liquidity Rating could be lowered.

The positive ratings outlook reflects Moody's belief that the
company will be able to generate modest, but positive operating
income through 2014, which will result in the generation of
operating cash flow that will cover a substantial portion of
YRCW's planned capital spending. The outlook also assumes that the
company will begin to address near term debt maturities over the
near term. Ratings could be raised if, while maintaining operating
margins of at least 3%, the company shows significant progress
towards refinancing the debt that will mature through 2015. Debt
to EBITDA below 8 times and EBIT to Interest approaching 1.0 times
will also support upward ratings consideration. Ratings could be
lowered if the company were instead to face difficulty in
refinancing near term maturities. A downgrade could also be
warranted if the company were to report repeated operating losses
or if revenue levels dramatically fall over the near term,
possibly resulting in a tightening in liquidity due to a reduction
in cash reserves, or increasing borrowings under the ABL facility.
A downgrade could also occur if liquidity is further stressed by
the potential for breach of financial covenants prescribed under
the company's term loan facility, which tighten in 2014.

Issuer: YRC Worldwide Inc.

Outlook, Changed To Positive from Stable

Affirmations:

Issuer: YRC Worldwide Inc.

Probability of Default Rating, Affirmed Caa2-PD

Speculative Grade Liquidity Rating, Affirmed SGL-3

Corporate Family Rating, Affirmed Caa3

Senior Unsecured Conv./Exch. Bond/Debentures, Affirmed Ca

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

YRC Worldwide Inc. operates through two less-than-truckload (LTL)
business segments, YRC Freight, which comprises the national,
long-haul operations, and YRC Regional Transportation, a regional
LTL business that comprises primarily the Holland, Reddaway, and
New Penn operations.


ZENITH NATIONAL: S&P Keeps BB+ Rating & Alters Outlook to Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'BB+'
counterparty credit rating on California-based insurer Zenith
National Insurance Corp. and its 'BBB+' counterparty credit and
insurer financial strength ratings on its core subsidiaries.  At
the same time, S&P revised the outlook to stable from positive.

"The ratings reflect our view that the company is strategically
important to Fairfax Financial Holdings Ltd. (FFH) and therefore,
receive two notches of support," said Standard & Poor's credit
analyst Patricia Kwan.

On a stand-alone basis, the ratings are based on Zenith's
satisfactory business risk profile (BRP) and lower adequate
financial risk profile (FRP), built on a limited competitive
position and weak operating earnings.

Standard & Poor's applies standard notching between the rating on
the operating companies and the rating on the holding company.
This reflects the holding company's dependence on dividends from
its operating subsidiaries, as well as the regulator's ability to
prohibit those dividends.

The stable outlook reflects S&P's view that Zenith's capital
adequacy remains in the 'BBB' range.  S&P also anticipates the
company maintaining operating performance consistent with its
base-case scenario, and a competitive position of at least
adequate.

S&P might lower the ratings if:

   -- Capital adequacy deteriorated to weak for a prolonged
      period;

   -- Earnings weakened to substantially less than S&P's base-case
      assumptions, preventing the group from sustaining capital
      consistent with the 'BBB' rating; or

   -- Zenith's group status changed to lower than strategically
      important to FFH.

S&P could consider a positive rating action if there is a change
in group status or an upgrade to FFH's group credit profile.


* Bankruptcy Filings Down 13 Percent in June 2013
-------------------------------------------------
Bankruptcy filings for the 12-month period ending June 30, 2013,
fell 13 percent when compared to bankruptcy filings for the 12-
month period ending June 30, 2012, according to statistics
released by the Administrative Office of the U.S. Courts.  June
2013 bankruptcy filings totaled 1,137,978, compared to 1,311,602
bankruptcy cases filed in the 12-month period ending June 2012.
his is the lowest total for bankruptcy filings in any 12-month
period since the one ending Dec. 31, 2008.

A table of Business and Nonbusiness Cases Commenced, by Chapter of
the Bankruptcy Code, During the 12?Month Period Ending June 30,
2013, is available at http://is.gd/bueqQPand During the 3?Month
Period Ending June 30, is available at http://is.gd/P6YzhH


* BOOK REVIEW: The Oil Business in Latin America: The Early Years
-----------------------------------------------------------------
Author:  John D. Wirth Ed.
Publisher:  Beard Books
Softcover:  282 pages
List price:  $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at
http://is.gd/DvFouR

This book grew out of a 1981 meeting of the American Historical
Society. It highlights the origin and evolution of the state-
owned petroleum companies in Argentina, Mexico, Brazil, and
Venezuela.

Argentina was the first country ever to nationalize its
petroleum industry, and soon it was the norm worldwide, with the
notable exception of the United States. John Wirth calls this
phenomenon "perhaps in our century the oldest and most
celebrated of confrontations between powerful private entities
and the state."

The book consists of five case studies and a conclusion, as
follows:

     * Jersey Standard and the Politics of Latin American Oil
          Production, 1911-30 (Jonathan C. Brown)

     * YPF: The Formative Years of Latin America's Pioneer State
          Oil Company, 1922-39 (Carl E. Solberg)

     * Setting the Brazilian Agenda, 1936-39 (John Wirth)

     * Pemex: The Trajectory of National Oil Policy (Esperanza
          Duran)

     * The Politics of Energy in Venezuela (Edwin Lieuwen)

     * The State Companies: A Public Policy Perspective (Alfred
          H. Saulniers)

The authors assess the conditions at the time they were writing,
and relate them back to the critical formative years for each of
the companies under review. They also examine the four
interconnecting roles of a state-run oil industry and
distinguish them from those of a private company. First, is the
entrepreneurial role of control, management, and exploitation of
a nation's oil resources. Second, is production for the private
industrial sector at attractive prices. Third, is the
integration of plans for military, financial, and development
programs into the overall industrial policy planning process.
Finally, in some countries is the promotion of social
development by subsidizing energy for consumers and by promoting
the government's ideas of social and labor policy and labor
relations.

The author's approach is "conceptual and policy oriented rather
than narrative," but they provide a fascinating look at the
politics and development of the region. Mr. Brown provides a
concise history of the early years of the Standard Oil group and
the effects of its 1911 dissolution on its Latin American
operations, as well as power struggles with competitors and
governments that eventually nationalized most of its activities.
Mr. Solberg covers the many years of internal conflict over oil
policy in Argentina and YPF's lack of monopoly control over all
sectors of the oil industry. Mr. Wirth describes the politics
and individuals behind the privatization of Brazil's oil
industry leading to the creation of Petrobras in 1953. Mr. Duran
notes the wrangling between provinces and central government in
the evolution of Pemex, and in other Latin American countries.
Mr. Lieuwin discusses the mixed blessing that oil has proven for
Venezuela., creating a lopsided economy dependent on the ups and
downs of international markets. Mr. Saunders concludes that many
of the then-current problems of the state oil companies were
rooted in their early and checkered histories." Indeed, he says,
"the problems of the past have endured not because the public
petroleum companies behaved like the public enterprises they
are; they have endured because governments, as public owners,
have abdicated their responsibilities to the companies."

John D. Wirth is Gildred Professor of Latin American Studies at
Standford University.


                            *********

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S U B S C R I P T I O N   I N F O R M A T I O N

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Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

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