TCR_Public/130805.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, August 5, 2013, Vol. 17, No. 215

                            Headlines

307 HAMILTON: Case Summary & 2 Unsecured Creditors
ALKERMES INC: Moody's Hikes Ratings to Ba3 on Good Performance
AMERICAN AIRLINES: Merger Plan Accepted by AMR Creditors
AMERICAN AIRLINES: Draws Few Objections to Plan Confirmation
AMERICAN AIRLINES: Fitch Affirms 'BB-' Term Loan Rating

AMERICAN AIRLINES: U.S. Trustee Again Objects to Horton Severance
AMERICAN CAPITAL: S&P Puts 'B+' Rating on CreditWatch Positive
ARCHDIOCESE OF MILWAUKEE: Abuse Claimants Can't Get Cemetery Funds
ASHLAND GROUP: Case Summary & 2 Unsecured Creditors
CAESARS ENTERTAINMENT: Bank Debt Trades at 11% Off

CASA CASUARINA: Hires SCA Group's Michael Mazzarino as CRO
CASA CASUARINA: Won't Have Chapter 11 Trustee for Now
CASA CASUARINA: Can Employ Marshall Socarras as Counsel
CASA CASUARINA: Has Green Light to Hire Auctioneers and Brokers
CATAMARAN CORP: Moody's Retains Ba2 CFR After Restat Acquisition

CLOVER INVESTMENT: Case Summary & 3 Unsecured Creditors
DETROIT, MI: Women Lawyers Take Center Stage
DETROIT, MI: Judge Proposes Fast Track for Bankruptcy
DRYSHIPS INC: Q2 Results Conference Call Scheduled for August 8
DYNEGY INC: Posts $145-Mil. Net Loss in Second Quarter

EASTMAN KODAK: Completes Syndication of $695MM Exit Term Loans
EASTMAN KODAK: Perez to Be Replaced as CEO After Bankruptcy
EMIGRANT BANCORP: Fitch Raises Issuer Default Rating to 'B+'
ENDEAVOR ENERGY: New $300MM Sr. Notes Issue Get Moody's B3 Rating
FIRST COMMUNITY SW FL: FDIC Named as Receiver; C1 Assumes Deposits

GENTILE FAMILY: Case Summary & 20 Largest Unsecured Creditors
GLS CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
GRYPHON GOLD: Case Summary & 16 Unsecured Creditors
GREATER RISING: Case Summary & 2 Unsecured Creditors
GREEN SPRING: Case Summary & 5 Unsecured Creditors

HAPCO PETROLEUM: Updated Case Summary & Creditors' Lists
HARBINGER GROUP: Fitch Affirms 'B' Issuer Default Rating
HEALTH MANAGEMENT: S&P Puts 'BB-' Rating on CreditWatch Developing
HOLT DEVELOPMENT: Discloses Payments Made to Bankruptcy Counsel
HOLT DEVELOPMENT: Wants Schedules Deadline Extended to Aug. 15

HORIZON HEALTH CENTER: Meeting to Form Creditors' Panel on Aug. 8
HOVNANIAN ENTERPRISES: Moody's Hikes CFR to Caa1; Outlook Stable
IGPS CO: Pallet Business Sold After Settlement Reached
IMS HEALTH: Policy Change Prompts Moody's to Cut CFR to 'B2'
IMS HEALTH: S&P Affirms 'B+' CCR & Rates New $750MM Notes 'B-'

ISAACSON STRUCTURAL: Case Conversion Hearing Continued to Sept. 24
JEFFERSON COUNTY: Water Works Opposes High Sewer Taxes
JIN CORPORATION: Case Summary & 10 Unsecured Creditors
K-V PHARMACEUTICAL: Creditors Balk at Ex-CEO's $83MM Claim
LAXMI INC: Case Summary & 17 Unsecured Creditors

LAZARUS HOLDINGS: Case Summary & 19 Largest Unsecured Creditors
LAZY DAYS: Judges May Issue Rulings for Use in Other Courts
LEHMAN'S EGG: Updated Case Summary & Creditors' Lists
LIFE UNIFORM: Ombudsman Taps Womble Carlyle as Delaware Counsel
LIFE UNIFORM: Taps Littler Mendelson as Special ERISA Counsel

LIN MEDIA: LIN TV Merger No Impact on Moody's 'B1' CFR
LOUIS PEARLMAN: Trustee's Bid for Jury Trial in BofA Suit Denied
METROPLEX LUCKY: Voluntary Chapter 11 Case Summary
MF GLOBAL: Files Class Antitrust Suit Against Swap Banks
MJK PROPERTIES: Case Summary & 18 Unsecured Creditors

MOHEGAN TRIBAL: Moody's Rates New $425MM Sr. Notes Issue 'Caa1'
NGPL PIPECO: Bank Debt Trades at 4% Off
OCI BEAUMONT: S&P Assigns Preliminary 'B-' CCR; Outlook Stable
OIL STATES: Spin-Off Plan Triggers Moody's Review for Downgrade
ORECK CORP: Panel May Hire Lowenstein Sandler as Counsel

ORECK CORP: Pillsbury Winthrop to Handle FTC Matters
PATRIOT COAL: Seeks to Avoid Violation of Loan Covenant
PENN NATIONAL: S&P Revises Outlook to Negative & Affirms 'BB' CCR
PMI GROUP: Reorganization Plan Confirmed July 25
PORCHLIGHT ENTERTAINMENT: Case Summary & 20 Unsecured Creditors

PORTER BANCORP: Reports $1.7 Million Net Loss in Second Quarter
PPL MONTANA: S&P Lowers Rating on $338MM Certs Due 2020 to 'BB+'
PREMIER BEVERAGE: Restructures Defaulted Senior Secured Note
PREMIER PAVING: Plan Confirmation Hearing Slated for Aug. 27
PREMIER PAVING: Wants Continued Access to Cash Until Sept. 1

PRORHYTHM INC: Del. Court Issues Revised Opinion on ReCor Lawsuit
QUANTUM FUEL: Stockholders Elect Two Directors
QUEBECOR MEDIA: DBRS Confirms 'BB' Issuer Rating
RADIOSHACK CORP: S&P Lowers Corporate Credit Rating to 'CCC'
READER'S DIGEST: Once Again Emerges From Bankruptcy

REALAUCTION.COM LLC: Declared Bankruptcy After Patent Ruling
RENAISSANCE PROPERTIES: Case Summary & Unsecured Creditor
RESIDENTIAL CAPITAL: Judge Rejects Intercompany Conflict Argument
RESIDENTIAL CAPITAL: Creditors Slam Bondholders' 'Disruption'
RESPONSE BIOMEDICAL: VP Human Resources' Employment Terminated

REVSTONE INDUSTRIES: Creditors Buck Hiring of Jacobs, Much Shelist
REVSTONE INDUSTRIES: Unit Unveils Pact With Chrysler, GM
RG STEEL: Seeks Review of Ruling Allowing Caruso as Substitute
ROCKWOOD SPECIALTY: Moody's Keep Ba1 Rating over Subsidiary Sale
ROTECH HEALTHCARE: Exit Financing Letters, Seal Approved

SANUWAVE HEALTH: Obtains $1.6 Million from Units Offering
SARKIS INVESTMENTS: Voluntary Chapter 11 Case Summary
SCOOTER STORE: Pays Off Loan, Seeks More Exclusivity
SMALL TOWN: Case Summary & 20 Largest Unsecured Creditors
SMILE BRANDS: Moody's Rates New Senior Debt Facility 'B1'

SPRINGLEAF FINANCE: Prepays $235MM Under 2011 Credit Agreement
SUN BANCORP: Keith Stock Appointed as Director
STANDARD PACIFIC: Moody's Ups CFR to B2 & Rates $250MM Notes B2
STANDARD PACIFIC: S&P Assigns 'B+' Rating to $250MM Senior Notes
TANDY BRANDS: Provides Update on Restructuring Plan

TERESA GIUDICE: Reality Show Stars Hit With Fraud Claims
TITAN ENERGY: Extends Repayment of $2.4MM of Notes in Default
TITAN PHARMACEUTICALS: Amends 2012 Form 10-K to Add Disclosure
TONGJI HEALTHCARE: Taps Anton & Chia as New Accountants
TOUSA INC: Plan, Exhibits Filed, Supporting Memorandum Filed

TRENDSET INC: Trustee and Timberland Inks Settlement on Deposits
TRENDSET INC: Court Approves Rejection of Contracts and Leases
TRINET HR: Moody's Assigns B1 Rating to $705MM Debt Facilities
TRINET HR: S&P Assigns 'B+' Rating to $705MM Sr. Secured Facility
TRIUS THERAPEUTICS: Inks Manufacturing Agreement with Patheon

TRIUS THERAPEUTICS: To be Acquired by Cubist for $818 Million
TRX SOFTWARE: Case Summary & 11 Unsecured Creditors
TYLER WATERFORD: Case Summary & 20 Largest Unsecured Creditors
UNITED AIRLINES: Antitrust Suit Will Hurt Debtors, 2nd Circ. Told
UNITED AIRLINES: Fitch Rates $209.03MM Class B Certificates 'BB+'

UNITED AIRLINES: S&P Assigns BB+ Rating to 2013-1 Class B Certs
UNITED SILVER: Secured Creditor Demands Fully Repayment of Loan
UNITEK GLOBAL: Closes Amendment to Term Credit Agreement
UNIVERSAL BIOENERGY: Amends 2012 10-K to Amend Disclosures
UNIVITA HEALTH: S&P Raises Secured Debt Rating to 'B'

USEC INC: Freezes Benefits Under Retirement and Pension Plans
USEC INC: Government to Fund Add'l $29.9MM Under Amended Pact
USG CORP: Posts $25 Million Net Income in Second Quarter
VAIL LAKE: Court Affirms Tentative Ruling Approving Use of Cash
VANTAGE PIPELINE: S&P Assigns 'BB-' Rating to US$225MM Term Loan B

VILLAGE AT KNAPP'S: Case Summary & 15 Unsecured Creditors
VPR CORP: Creditors Say PE Owner's $50MM Claim Must Be Redefined
VPR CORP: Can Employ Holland & Knight as Counsel
VUZIX CORP: To Offer $6 Million Worth of Securities
VYSTAR CORP: Incurs $790,000 Net Loss in Q1

WALTER ENERGY: Bank Debt Trades at 4% Off
WAVE SYSTEMS: To Complete $1.5 Million Stock Offering
WAVE SYSTEMS: Regains Compliance with NASDAQ Marketplace Rule
WERNER LADDER: App. Ct. Says New Werner Not Liable in Doyle Suit
WESTMORELAND COAL: Incurs $622,000 Net Loss in 2nd Quarter

WORLD SURVEILLANCE: Files Lawsuit Against La Jolla Cove Investors
WPCS INTERNATIONAL: Chairman and CEO Resigns
WPCS INTERNATIONAL: Lowers Net Loss to $6.9 Million in 2013
WPCS INTERNATIONAL: Incurs $6.8-Mil. Net Loss in Fiscal 2013

* Cohen, SAC Capital Sought "Edge," Prosecutors Say
* Fitch: U.S. Public Finance Downgrades Exceed Upgrades in 2Q'13
* Oliver Wyman Sees Challenges Ahead for Automotive Industry
* U.S. Prosecutors Says Ring Stole 160 Million Credit Card Numbers
* Blackstone, Deutsche in Talks to Sell Bond Backed by Rentals

* Despite Detroit, S&P Says U.S. Public Finance Ratings Improve
* JPMorgan Agrees to Pay $410MM in Power Market Manipulation Case
* SAC Capital Probe Yields New Insider-Tipping Arrest
* Over a Million Are Denied Bank Accounts for Past Errors
* UBS to Pay Fine over Mortgage-Bond Deal

* UBS to Pay $885 Million to Settle U.S. Mortgage Suit
* CoreLogic Reports 55,000 Completed Foreclosures in June
* Equifax Says First Mortgage Severe Delinquencies Hit 5-Year Low
* U.S. Residential Sales Up 8% From Year Ago, RealtyTrac Says
* Obama to Offer New Deal on Corporate Taxes, Jobs

* New Defaults Trouble Mortgage Program
* Regulators Weigh Easing of Mortgage Rules
* Regulators Face Scrutiny on Banks' Commodities at Senate Hearing
* Senate Scrutiny of Bank Commodity Holdings Has Levin's Backing

* BOND PRICING -- For Week From July 29 to Aug. 2, 2013

                            *********

307 HAMILTON: Case Summary & 2 Unsecured Creditors
--------------------------------------------------
Debtor: 307 Hamilton Avenue, LLC
        4 Perryridge Road
        Greenwich, CT 06830

Bankruptcy Case No.: 13-51176

Chapter 11 Petition Date: July 29, 2013

Court: United States Bankruptcy Court
       District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Peter L. Ressler, Esq.
                  GROOB RESSLER & MULQUEEN
                  123 York Street, Ste 1B
                  New Haven, CT 06511-0001
                  Tel: (203) 777-5741
                  Fax: (203) 777-4206
                  E-mail: ressmul@yahoo.com

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

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

A copy of the Company's list of its two unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/ctb13-51176.pdf

The petition was signed by Danny Gabriel, attorney in fact for
Luca Gabriel, member.


ALKERMES INC: Moody's Hikes Ratings to Ba3 on Good Performance
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Alkermes, Inc.,
including the Corporate Family Rating to Ba3 from B1 and the
Probability of Default Rating to Ba3-PD from B1-PD. At the same
time, Moody's upgraded the company's secured credit facility
ratings to Ba3 from B1 and upgraded the Speculative Grade
Liquidity Rating to SGL-1. Alkermes, Inc. is a subsidiary of
Alkermes plc. (collectively referred to as "Alkermes").

Following these actions the outlook remains positive.

Ratings upgraded:

Corporate Family Rating to Ba3 from B1

Probability of Default Rating to Ba3-PD from B1-PD

Senior secured term loans to Ba3 (LGD4, 50%) from B1 (LGD3, 49%)

Speculative Grade Liquidity Rating to SGL-1 from SGL-2

"The rating upgrade reflects our expectation that positive trends
from Alkermes' five key products coupled with conservative
financial policies will result in improving credit metrics,"
stated Michael Levesque, Moody's Senior Vice President.

"The upgrade of the Speculative Grade Liquidity Rating reflects
growth in Alkermes' cash levels and our expectations that cash
flow will rise and exhibit less volatility," continued Levesque.

Rating Rationale:

The Ba3 Corporate Family Rating reflects Alkermes' limited size
and scale relative to pharmaceutical peers, high reliance on
collaboration partners on key products, and modest leverage with
debt/EBITDA of approximately 2.4 times as of June 30, 2013. The
company has high concentration among its top five products and its
late-stage pipeline is concentrated in schizophrenia candidate
aripiprazole lauroxil. At the same time, the ratings are supported
by Alkermes' expertise in proprietary drug delivery technologies,
high operating margins, good growth prospects over the next
several years and a decreasing reliance on its key revenue driver
Risperdal Consta. Alkermes will soon reach a juncture in its
corporate strategy depending on the success of several pipeline
products. These products could drive significant future growth for
the company, or create a strong rationale for external business
development if the programs are not successful.

The outlook is positive based on Moody's view that rising
profitability and good pipeline execution could result in a
stronger credit profile over the next 12 to 18 months. Moody's
could upgrade Alkermes' ratings if the company's key products
continue to grow, if pipeline momentum is positive and if
debt/EBITDA is sustained below 2.5 times. Specific pipeline
catalysts that could be positive include: (1) phase III data on
aripiprazole lauroxil; and (2) entering marketing collaborations
with large pharmaceutical companies involving Alkermes' pipeline
drugs like aripiprazole lauroxil or ALKS 5461. Conversely, Moody's
could downgrade Alkermes' ratings if growth rates falter or if
leverage is sustained above 3.5 times. Such scenarios could arise
if one of Alkermes' key products performs significantly below
Moody's expectations or if the company engages in large debt-
financed M&A.

Alkermes, Inc. is a U.S. subsidiary of Dublin, Ireland-based
Alkermes plc. Alkermes is a specialty biopharmaceutical company
that develops long-acting medications for the treatment of central
nervous system disorders, alcohol and opioid dependence and
diabetes. For the twelve months ended June 30, 2013 revenues were
approximately $562 million.

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


AMERICAN AIRLINES: Merger Plan Accepted by AMR Creditors
--------------------------------------------------------
AMR Corporation, the parent company of American Airlines, Inc., on
Aug. 1 announced the preliminary voting results on the Company's
Plan of Reorganization, which indicate overwhelming acceptance of
the Plan by those creditors and shareholders entitled to vote.

Of the eight creditor classes entitled to vote, at least 88
percent of the ballots received and tabulated in each class,
representing more than 97 percent of the claims value voting in
each class, were voted in favor of the Plan.  Additionally, more
than 99 percent of the shares tabulated for the class of AMR
stockholders voted to accept the Plan.

"This is another important milestone toward our launch of the new
American.  The overwhelming support for our Plan of Reorganization
is a testament to the resilience and hard work of the entire
American team," said Tom Horton, AMR's chairman, president and
CEO.  "Our people have stood tall and remained focused on putting
our customers at the forefront of everything we do.  That has made
all the difference."

The final voting results for the Plan will be certified and filed
with the U.S. Bankruptcy Court for the Southern District of New
York in advance of the confirmation hearing on Aug. 15, 2013.

On June 7, 2013, the Court authorized the company to begin
soliciting approval of the Plan from AMR's creditors and
stockholders.  Voting on the Plan ended July 29, 2013 at 5 p.m.
EDT.

The effective date of the Plan and American's Chapter 11 emergence
are expected to occur simultaneously with the closing of the
merger with US Airways.  The merger is expected to close in the
third quarter of 2013.

                     About American Airlines

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

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

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: Draws Few Objections to Plan Confirmation
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that AMR Corp., the parent of American Airlines Inc.,
received few objections to approval of the reorganization plan at
the Aug. 15 confirmation hearing.  The deadline for objections was
July 30.

According to the report, in terms of dollars and cents, the
potentially most costly objections came from two indenture
trustees who contend bondholders are entitled to interest at the
higher default rates although they are to be paid in full.

The report relates that several single-dip unsecured creditors
with disputed claims contend the plan is flawed because it doesn't
guarantee them full payment, even though similar creditors with
undisputed claims are to be paid in full.  The union for pilots at
US Airways Group Inc. submitted a limited objection.

The most potentially controversial objection, the report
discloses, came from plaintiffs in an antitrust lawsuit named
Fjord v. US Airways Group Inc. pending in federal district court
in San Francisco.  They contend the merger between AMR and US
Airways will violate federal antitrust laws.  The plaintiffs want
the bankruptcy judge to allow the filing of an antitrust suit in
federal district court.  They don't want the bankruptcy judge to
approve the reorganization plan until a district judge decides
whether the merger will be enjoined.

According to the report, Cantor Fitzgerald & Co. filed a limited
objection related to the 9/11 World Trade Center disaster.  The
objection recites how AMR previously agreed that Cantor Fitzgerald
could continue a lawsuit nominally against AMR with recoveries
limited to insurance.  Cantor Fitzgerald is concerned that broad
language in the plan would prohibit the firm from continuing the
lawsuit to recover from insurance.  More than 650 Cantor
Fitzgerald employees were killed when the World Trade Center fell.
The report notes that AMR will likely use the two weeks before
confirmation to work out settlements allowing many of the
objections to be withdrawn.  Sometimes, settlements take the form
of alterations to the confirmation order approving the plan.
AMR's plan is premised on a merger with US Airways.

                      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: Fitch Affirms 'BB-' Term Loan Rating
-------------------------------------------------------
Fitch Ratings has affirmed the ratings for American Airlines,
Inc.'s senior secured term loan at 'BB-/RR1' following the
company's decision to upsize the transaction by $350 million,
bringing the total funds raised to $850 million.

This is an add-on to the $1.05 billion term loan American issued
in June. The ratings for American Airlines and its parent company
AMR Corp. remain unchanged at 'D' while American remains under
chapter 11 bankruptcy protection. A full list of ratings follows
at the end of this release.

Following American's announcement to launch a $500 million add-on
to its existing $1.05 billion secured term loan, the company has
decided to further upsize the transaction by $350 million bringing
the total term loan to $1.9 billion. The existing term loan was
launched in June of this year and is scheduled to amortize at 1%
per annum with the remainder due at maturity. The proceeds are
expected to be used to repay American's 10.5% secured notes, for
the acquisition of aircraft and for general corporate purposes.

As with the existing term loan, the additional debt will initially
be structured as a Debtor-in-Possession (DIP) loan to be funded
while American is in bankruptcy. While in bankruptcy, the term
loan will have a priority administrative claim. Once American
emerges from bankruptcy and completes the proposed merger with US
Airways (assuming that the merger and exit from bankruptcy are
contemporaneous as described in American's plan of
reorganization), the DIP loan will then convert to a standard six-
year senior secured term loan. Upon completion of the proposed
merger, US Airways Group, Inc. and US Airways, Inc. will become
additional guarantors under the facility. The revolving credit
facility will not be available to American until the company exits
from bankruptcy.

KEY RATING DRIVERS

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

For further information on the secured term loan please see the
press release titled 'Fitch Rates American Airlines' Add-on $500MM
Term Loan 'BB-/RR1' dated July 30, 2013 at www.fitchratings.com.

Fitch has affirmed the following:

American Airlines, Inc.
-- Senior Secured Credit Facility at 'BB-/RR1' .

Fitch currently rates American Airlines as follows:

AMR Corp.
-- IDR 'D'

American Airlines, Inc.
-- IDR 'D'


AMERICAN AIRLINES: U.S. Trustee Again Objects to Horton Severance
-----------------------------------------------------------------
Susan Carey, writing for The Wall Street Journal, reports that the
Office of the U.S. Trustee again filed an objection late Friday to
AMR Corp.'s proposed $20 million severance package for Tom Horton,
AMR's current chief executive.  According to the report, the U.S.
Trustee asked the court to deny the provisions of the bankruptcy-
exit plan that provide for Mr. Horton's payment, as well as the
provisions of the exit plan that permit expenses to be paid to
indenture trustees and members of AMR's creditors committee
without full compliance with certain bankruptcy rules.

The report says AMR is expected to file its response to the
objection this week.

"The company disagrees with the U.S. Trustee's position," a
spokesman for American Airlines said Friday, according to WSJ.
The agreement for Mr. Horton's payout "is not in any way
prohibited by the terms and provisions of the bankruptcy code," he
said.  "Furthermore, AMR's creditors and shareholders have voted
overwhelmingly to accept the plan," which includes the executive
payout.

The report notes U.S. Bankruptcy Judge Sean Lane has scheduled an
Aug. 15 hearing to confirm AMR's plan of reorganization and the
creditor vote, and to rule on last-minute objections brought by a
number of parties.  The objection deadline was July 30 but the
U.S. Trustee was granted an extension until Friday to make its
points.

AMR plans to exit bankruptcy pursuant to a merger with US Airways
Group Inc.  As part of that transaction, Mr. Horton is to step
down when the deal closes in the third quarter and become
nonexecutive chairman of the merged company for a brief period.
Doug Parker, US Airways CEO, is scheduled to take on the CEO role
at the enlarged airline.

                      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 CAPITAL: S&P Puts 'B+' Rating on CreditWatch Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it placed its 'B+'
counterparty credit and senior secured ratings on Bethesda,
Md.-based American Capital Ltd. (ACAS) on CreditWatch with
positive implications.

"The CreditWatch positive listing reflects the firm's improved
financial profile and our view that the firm will further improve
its business profile as a hybrid with both on-balance-sheet
investments and fee income from managing third-party funds," said
Standard & Poor's credit analyst Sebnem Caglayan.  Although
nonaccrual assets remain high -- at 19.5% of loans at cost and
14.2% of loans at fair value as of June 30, 2013 -- realized
returns have stabilized in recent periods. Management has also
moved to change the firm's business profile so that a larger
portion of the firm's earnings will come from management fee
income, which S&P views as less risky and more recurring.

The proposed amendment to ACAS' $600 million term loan would
improve the firm's financial risk profile.  Interest on the loan
would drop to LIBOR plus 325 basis points (bps) to 350 bps from
LIBOR plus 425 bps, and the floor would be reduced to 1.0% from
1.25%.  The amendment would be executed concurrent with a
$150 million amortization payment due in August 2013 (S&P expects
it to be made using cash on balance sheet), which would reduce the
firm's total debt outstanding to just more than $450 million from
just more than $600 million at the end of the second quarter.  The
amendment also slightly improves advance rates, reduces cash flow
sweep requirements, and eliminates the mandatory $150 million
amortization payments due in August 2014 and 2015, which enhances
ACAS' liquidity profile.  ACAS also has access to a fully undrawn
$250 million revolver as of June 30, 2013, which provides the
company an ability to raise emergency funds, as well as funds for
working capital purposes if needed.

S&P expects to resolve the CreditWatch positive listing in the
very near term.  If S&P decides to raise the rating upon
completion of its review, S&P believes upside is likely limited to
one notch.


ARCHDIOCESE OF MILWAUKEE: Abuse Claimants Can't Get Cemetery Funds
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Rudolph T. Randa ruled last week
that the federal Religious Freedom Restoration Act of 1993
protects the Archdiocese of Milwaukee from claims by creditors
that $55 million was fraudulently transferred to a trust for the
maintenance of cemeteries.

According to the report, the Roman Catholic archdiocese filed a
petition for Chapter 11 reorganization in January 2011 to deal
with sexual abuse claims.  The perpetual care trust for the
cemeteries sued the creditors' committee in June 2011, seeking a
declaration that money for upkeep of burial grounds isn't property
of the archdiocese and can't be used to pay abuse claims.  U.S.
Bankruptcy Judge Susan V. Kelley in Milwaukee rejected the
archdiocese's reliance on RFRA in a 12-page opinion in January.

The report notes that Judge Randa needed 30 pages to explain why
the bankruptcy judge was mistaken.  Judge Randa recited how the
RFRA prohibits the "government" from imposing a "substantial
burden" on the exercise of religion absent a "compelling
governmental interest."  Contrary to Kelley's conclusion, Judge
Randa ruled that the creditors' committee "falls within the
definition of 'government' because it acts under color of law
pursuant to authority granted by the bankruptcy court."

The report relates that buttressing his conclusion, Judge Randa
said brining lawsuits for a bankrupt entity "is a traditional
public function."  Judge Randa said taking cemetery funds for
distribution to creditors would substantially burden the exercise
of religion because there would be insufficient money to care for
the 1,000 acres of cemeteries where 500,000 Catholic faithful are
interred.  Judge Randa sent the case back to the bankruptcy court
with conclusions giving Judge Kelley no alternative but to rule in
favor of the archdiocese and exclude cemetery funds from the reach
of abuse claimants.

The report says that consequently, the committee could have the
right to take the case to the U.S. Court of Appeals.  Judge Kelley
didn't always rule against the archdiocese.  In December, she said
assets of the parishes can't be thrown into the pot for payment of
sexual-abuse claims.

The appeal in district court is Listecki v. Official Committee of
Unsecured Creditors (In re Archdiocese of Milwaukee), 13-00179,
U.S. District Court, Eastern District Wisconsin (Milwaukee).  The
cemetery lawsuit in bankruptcy court is Listecki v. Official
Committee of Unsecured Creditors (In re Archdiocese of Milwaukee),
11 02459, U.S. Bankruptcy Court, Eastern District of Wisconsin
(Milwaukee).

A copy of Judge Randa's July 29 Decision and Order is available at
http://is.gd/LCua2Vfrom Leagle.com.

                 About Archdiocese of Milwaukee

The Diocese of Milwaukee was established on Nov. 28, 1843, and
was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius
IX.  The region served by the Archdiocese consists of 4,758 square
miles in southeast Wisconsin which includes counties Dodge, Fond
du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth,
Washington and Waukesha.  There are 657,519 registered Catholics
in the Region.

The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for
Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No.
11-20059) on Jan. 4, 2011, to address claims over sexual abuse
by priests on minors.

The Archdiocese became at least the eighth Roman Catholic diocese
in the U.S. to file for bankruptcy to settle claims from current
and former parishioners who say they were sexually molested by
priests.

Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in
Milwaukee, Wisconsin, serves as the Archdiocese's counsel.  The
Official Committee of Unsecured Creditors in the bankruptcy case
has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and
Howard, Solochek & Weber, S.C., as its local counsel.

The Archdiocese estimated assets and debts of $10 million to
$50 million in its Chapter 11 petition.

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/news


ASHLAND GROUP: Case Summary & 2 Unsecured Creditors
---------------------------------------------------
Debtor: The Ashland Group, LLC
        P.O. Box 581
        Kingston Springs, TN 37082

Bankruptcy Case No.: 13-06543

Chapter 11 Petition Date: July 29, 2013

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Randal S. Mashburn

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  LAW OFFICES LEFKOVITZ & LEFKOVITZ
                  618 Church St Ste 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 255-4516
                  E-mail: slefkovitz@lefkovitz.com

Scheduled Assets: $1,000,120

Scheduled Liabilities: $800,648

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/tnmb13-6543.pdf

The petition was signed by Ronald Keith Parker, member.


CAESARS ENTERTAINMENT: Bank Debt Trades at 11% Off
--------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
88.66 cents-on-the-dollar during the week ended Friday, August 2,
2013 according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
a decrease of 1.54 percentage points from the previous week, The
Journal relates.  Caesars Entertainment Inc. pays 525 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 1, 2018.  The bank debt carries Moody's B3 rating and
Standard & Poor's B- rating.  The loan is one of the biggest
gainers and losers among 249 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                      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.


CASA CASUARINA: Hires SCA Group's Michael Mazzarino as CRO
----------------------------------------------------------
Casa Casuarina LLC sought and obtained approval from the U.S.
Bankruptcy Court to employ SCA Group LLC and Michael Mazzarino as
Chief Restructuring Officer and manager for the Debtor, replacing
Peter Loftin as its sole manager.

Michael Mazzarino will serve as the Debtor's sole officer and
manager, and be responsible for all day-to-day tasks in the
management of the Debtor's affairs, including, but not limited to,
carrying out the debtor-in-possession's fiduciary duty to the
estate and more importantly, facilitating the sale process and the
involvement of all interested parties.

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

                        About Casa Casuarina

Casa Casuarina, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 13-25645) in Miami on July 1, 2013.  Peter Loftin signed
the petition as manager.  Judge Laurel M. Isicoff presides over
the case.  The Debtor estimated assets of at least $50 million and
debts of at lease $10 million.  Joe M. Grant, Esq., at Marshall
Socarras Grant, P.L., serves as the Debtor's counsel.


CASA CASUARINA: Won't Have Chapter 11 Trustee for Now
-----------------------------------------------------
The U.S. Bankruptcy Court, having heard Casa Casuarina, LLC's
Emergency Motion for Appointment of Chapter 11 Trustee and the
Order Setting Evidentiary Hearing on VM South Beach, LLC's
Emergency Motion for the Appointment of a Chapter 11 Trustee and
Hearings on Related Matters, and Fixing Deadlines for Compliance
by Debtor, has ruled that:

   1. The Trustee Motion is withdrawn without prejudice; subject
      to the conditions set forth below.

   2. The Debtor shall obtain one or more policies of
      comprehensive property, general liability, fire, flood,
      windstorm and other insurance on the Casa Casuarina property
      upon such terms and in such in such amounts as may be
      satisfactory to the Office of the United States Trustee.  VM
      shall advance the amounts necessary to pay the insurance
      premiums.

   3. The Debtor shall adopt and implement the security
      recommendations set forth in the report prepared by Wayne
      Black and titled, "Security Survey Casa Casuarina." VM shall
      advance the amounts necessary to pay for these security
      measures.

   4. The Debtor shall correct all of the violations identified in
      the "Report of Fire Violations" prepared by the Fire
      Prevention Division of the City of Miami Beach.  VM shall
      advance the amounts necessary to pay for these fire
      prevention corrections.

   5. The Advances shall be additional advances under the lien of
      the mortgage held by VM, be treated as part of VM's allowed
      secured claim, is in an amount that is "reasonable" within
      the meaning of Section 506(b) of the Bankruptcy Code, and
      shall be included in the amount VM may credit bid at the
      auction of the Casa Casuarina property.

   6. No later than July 31, 2013, the Debtor was to provide VM
      and the Office of the United States Trustee a complete
      accounting of the rents paid by 1116 Ocean Drive, LLC since
      the inception of the lease between 1116 Ocean Drive, LLC and
      the Debtor.

   7. Peter Loftin shall attend the Meeting of Creditors under
      11 U.S.C. Sec. 341(a).  Mr. Loft must submit to an
      examination by the United States Trustee and creditors,
      in accordance with the customary rules for the conduct of
      a Meeting of Creditors.

   8. If the Debtor fails to comply with any of the provisions
      of this Order, then upon notice of any such failure,
      VM South Beach may immediately renew the Trustee Motion,
      and the Court shall hold an expedited hearing on such
      Renewed Motion.

Attorneys can be reached at:

         Mark D. Bloom, Esq.
         John R. Dodd, Esq.
         Greenberg Traurig, P.A.
         333 Avenue of the Americas
         Miami, FL 33131
         Tel: (305) 579-0730
         Fax: (305) 579-0717
         E-mail: bloomm@gtlaw.com
                 doddj@gtlaw.com

                        About Casa Casuarina

Casa Casuarina, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 13-25645) in Miami on July 1, 2013.  Peter Loftin signed
the petition as manager.  Judge Laurel M. Isicoff presides over
the case.  The Debtor estimated assets of at least $50 million and
debts of at lease $10 million.  Joe M. Grant, Esq., at Marshall
Socarras Grant, P.L., serves as the Debtor's counsel.


CASA CASUARINA: Can Employ Marshall Socarras as Counsel
-------------------------------------------------------
Casa Casuarina, LLC, sought and obtained approval from the U.S.
Bankruptcy Court to employ Joe M. Grant, Esq., and the law firm of
Marshall Socarras Grant, P.L. as counsel.

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

The firm can be reached at:

         Joe M. Grant, Esq.
         197 South Federal Highway, Suite 300
         Boca Raton, FL 33432
         Tel: 561-361-1000
         E-mail: jgrant@msglaw.com

                        About Casa Casuarina

Casa Casuarina, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 13-25645) in Miami on July 1, 2013.  Peter Loftin signed
the petition as manager.  Judge Laurel M. Isicoff presides over
the case.  The Debtor estimated assets of at least $50 million and
debts of at lease $10 million.  Joe M. Grant, Esq., at Marshall
Socarras Grant, P.L., serves as the Debtor's counsel.


CASA CASUARINA: Has Green Light to Hire Auctioneers and Brokers
---------------------------------------------------------------
Casa Casuarina LLC sought and obtained approval from the U.S.
Bankruptcy Court to employ Lamar P. Fisher and Fisher Auction
Company and "The Jills" and Coldwell Banker Residential
Real Estate, LLC, relative to the proposed auction sale of the
Debtor estate's interest in certain real property.

According to the Debtor, the Auctioneer/Broker and the Cooperating
Broker's marketing and advertising costs, up to $50,000, will be
advanced by a third party with all such advances being a super
priority lien and repaid from the first proceeds of the sale of
the Property.  The Auctioneer/Broker and Cooperating Broker
collectively will charge a 4% Buyer's Premium to the final bid
price on the Property and the Buyer's Premium will be added to the
contract price.

The Buyer's Premium shall be distributed at the time of closing as
follows: (a) 1.5% of the final bid price shall be retained by the
Auctioneer/Broker as their fee; (b) 1.5% of the final bid price
shall be retained by the Cooperating Broker as their fee; (c) 1%
shall be retained by a "procuring cause broker" as their fee (as
defined in the Auctioneer/Broker's Plan) and if no procuring cause
broker and/or "The Jills" become the procuring cause broker, then
the Auctioneer/Broker shall retain an additional 0.5% and the
Cooperating Broker shall retain an additional 0.5%.

The Debtor attests the Auctioneer/Broker and the Cooperating
Broker are "disinterested persons" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                        About Casa Casuarina

Casa Casuarina, LLC, filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 13-25645) in Miami on July 1, 2013.  Peter Loftin signed
the petition as manager.  Judge Laurel M. Isicoff presides over
the case.  The Debtor estimated assets of at least $50 million and
debts of at lease $10 million.  Joe M. Grant, Esq., at Marshall
Socarras Grant, P.L., serves as the Debtor's counsel.


CATAMARAN CORP: Moody's Retains Ba2 CFR After Restat Acquisition
----------------------------------------------------------------
Moody's notes that Catamaran Corporation's announcement that it
has signed a definitive agreement to acquire Restat, LLC, a
pharmacy benefit manager for about $409 million is credit
negative, but does not have an effect on CTRX's ratings (Ba2 CFR)
at this time.

Catamaran Corporation, headquartered in Lisle, Illinois, is a
provider of pharmacy benefit management services and healthcare
information technology solutions to the healthcare benefit
management industry.


CLOVER INVESTMENT: Case Summary & 3 Unsecured Creditors
-------------------------------------------------------
Debtor: Clover Investment Corporation
        1098 Brown Street
        Wauconda, IL 60084

Bankruptcy Case No.: 13-30026

Chapter 11 Petition Date: July 29, 2013

Court: United States Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Janet S. Baer

Debtor's Counsel: James E. Stevens, Esq.
                  BARRICK, SWITZER, LONG, BALSLEY & VAN EVERA
                  6833 Stalter Drive
                  Rockford, Il 61108
                  Tel: (815) 962-6611
                  Fax: (815) 962-1758
                  E-mail: jimstevens@bslbv.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its largest unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/ilnb13-30026.pdf

The petition was signed by Michael M. Morris, president.


DETROIT, MI: Women Lawyers Take Center Stage
--------------------------------------------
According to data compiled by Dow Jones, women hold leadership
roles in fewer than one-fifth of the 100 biggest U.S. law firms'
bankruptcy practices.  However, Jacqueline Palank, writing for Dow
Jones Newswires, reports that the main parties squaring off in
Detroit's $18 billion bankruptcy case will be led by women.  Dow
Jones calls this "an unusual feat in a legal field typically
dominated by men."

According to the Dow Jones report:

     -- Heather Lennox, Esq., a Jones Day restructuring partner,
        is representing Detroit.  Ms. Lennox also led the team
        arguing Hostess Brands Inc.'s Chapter 11 case.

     -- Sharon Levine, Esq., is representing the American
        Federation of State, County and Municipal Employees
        and the International Union.  Ms. Levine also was
        involved in the Hostess case, representing the
        unionized mechanics and other workers.  She also
        assisted the Transport Workers Union in the American
        Airlines case.

     -- Babette Ceccotti, Esq., a lawyer at Cohen, Weiss &
        Simon LLP, is representing the United Automobile,
        Aerospace and Agricultural Implement Workers of America,
        or UAW.  The report notes UAW General Counsel Michael
        Nicholson said Ms. Ceccotti has been "a big part" of the
        union's bankruptcy strategy, representing it in the
        Chapter 11 cases of Chrysler and General Motors as well
        as those of auto suppliers such as Dana Corp.


DETROIT, MI: Judge Proposes Fast Track for Bankruptcy
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. Bankruptcy Judge Steven W. Rhodes proposed an
aggressive schedule for completion of the initial phase of
Detroit's Chapter 9 municipal bankruptcy.

According to the report Judge Rhodes wants to hold a trial
beginning Oct. 23 to determine if the city is eligible for
bankruptcy.  He would have objections initially due Aug. 19, with
final briefs filed Oct. 17.  Judge Rhodes was slated to hold a
hearing on Aug. 2 where parties in the case can comment on the
schedule.

The report notes that Judge Rhodes is proposing a March 1 deadline
for Detroit to file a Chapter 9 debt-adjustment plan.  The city's
emergency financial manager, Kevyn Orr, is aiming for an emergence
from bankruptcy in September 2014, when the city council can
remove him from managing the city and its bankruptcy.  Because
retirees don't have a formal representative to negotiate or
litigate should the city attempt to reduce their benefits, the
city immediately asked the court to appoint an official retirees'
committee.

The report relates that groups representing former city workers
filed papers July 30 objecting to having anyone on the committee
who is a current city worker or union representative.  They say
current workers and the unions would have conflicts of interest
where they might be willing to sacrifice retirement benefits for
better treatment as ongoing workers.

                      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.


DRYSHIPS INC: Q2 Results Conference Call Scheduled for August 8
---------------------------------------------------------------
DryShips Inc. on Aug. 1 disclosed that it will release its results
for the second quarter 2013 after the market closes in New York on
Wednesday, August 7, 2013.

DryShips' management team will host a conference call the
following day on Thursday, August 8, 2013, at 9:00 a.m. EDT to
discuss the Company's financial results.

Conference Call details: Participants should dial into the call 10
minutes before the scheduled time using the following numbers:
1(866) 819-7111 (from the US), 0(800) 953-0329 (from the UK) or
+(44) (0) 1452 542 301 (from outside the US).  Please quote
"DryShips."

A replay of the conference call will be available until Thursday,
August 15, 2013.  The United States replay number is 1(866) 247-
4222; from the UK 0(800) 953-1533; the standard international
replay number is (+44) (0) 1452 550 000 and the access code
required for the replay is: 2133051#.

Slides and audio webcast: There will also be a simultaneous live
webcast over the Internet, through the DryShips Inc. website
(www.dryships.com).  Participants to the live webcast should
register on the website approximately 10 minutes prior to the
start of the webcast.

                       About DryShips Inc.

Headquartered in Athens, Greece, DryShips Inc. (NASDAQ: DRYS) is
an owner of drybulk carriers and tankers that operate worldwide.
Through its majority owned subsidiary, Ocean Rig UDW Inc.,
DryShips owns and operates 10 offshore ultra deepwater drilling
units, comprising of 2 ultra deepwater semisubmersible drilling
rigs and 8 ultra deepwater drillships, 3 of which remain to be
delivered to Ocean Rig during 2013 and 1 is scheduled for
delivery during 2015.  DryShips owns a fleet of 46 drybulk
carriers (including newbuildings), comprising of 12 Capesize, 28
Panamax, 2 Supramax and 4 Very Large Ore Carriers (VLOC) with a
combined deadweight tonnage of about 5.1 million tons, and 10
tankers, comprising 4 Suezmax and 6 Aframax, with a combined
deadweight tonnage of over 1.3 million tons.

The Company reported a net loss of US$288.6 million on
US$1.210 billion of revenues in 2012, compared with a net loss of
US$47.3 million on US$1.078 billion of revenues in 2011.

The Company's balance sheet at Dec. 31, 2012, showed
US$8.878 billion in total assets, US$5.010 billion in total
liabilities, and shareholders' equity of US$3.868 billion.

                       Going Concern Doubt

Ernst & Young (Hellas), in Athens, Greece, expressed substantial
doubt about DryShips Inc.'s ability to continue as a going
concern, citing the Company's working capital deficit of
US$670 million at Dec. 31, 2012, and in addition, the non-
compliance by the shipping segment with certain covenants of its
loan agreements with banks.

As of Dec. 31, 2012, the shipping segment was not in compliance
with certain loan-to-value ratios contained in certain of its
loan agreements.  In addition, as of Dec. 31, 2012, the shipping
segment was in breach of certain financial covenants, mainly the
interest coverage ratio, contained in the Company's loan
agreements relating to US$769,098,000 of the Company's debt.  As
a result of this non-compliance and of the cross default
provisions contained in all bank loan agreements of the shipping
segment and in accordance with guidance related to the
classification of obligations that are callable by the creditor,
the Company has classified all of its shipping segment's bank
loans in breach amounting to US$941,339,000 as current at
Dec. 31, 2012.


DYNEGY INC: Posts $145-Mil. Net Loss in Second Quarter
------------------------------------------------------
Dynegy Inc. on Aug. 1 reported second quarter 2013 Enterprise-wide
Adjusted EBITDA of $8 million compared to $11 million for the same
period in 2012.  The Company's operating loss was $111 million for
the second quarter 2013 compared to an operating loss of $8
million for the same period in 2012.  The net loss was $145
million for the second quarter 2013 compared to a net loss of $69
million for the same period in 2012.  During 2012, Dynegy's
operating loss and net loss only included results from the Coal
segment after June 5, 2012.

For the first half of 2013, Enterprise-wide Adjusted EBITDA was
$51 million compared to $49 million for the same period in 2012.
The operating loss for the first half of 2013 was $226 million
compared to operating income of $4 million in the first half of
2012.  The net loss for the first half of 2013 totaled $287
million compared to a net loss of $1,151 million for the first
half of 2012.  During 2012, Dynegy's operating loss and net loss
only included results from the Coal segment after June 5, 2012.

"Our Gas segment delivered a strong quarter despite a number of
planned outages while our Coal segment results were negatively
impacted by extended outages and transmission congestion in
southern Illinois.  As a result, the Gas segment is expected to
exceed its previously established guidance range whereas the Coal
segment's downward revision results in the lowering of our overall
Adjusted EBITDA guidance for 2013.  In addition, our successful
second quarter refinancing enables us to revise upward free cash
flow guidance for 2013 by $50 million.  Progress in addressing
congestion impacting the coal segment, both near and longer term,
continued as we have executed a number of commercial hedges to
increase protection from this congestion and identified specific
transmission system constraints we plan to address and alleviate,"
said Dynegy President and Chief Executive Officer Robert C.
Flexon.  "We remain focused on closing the Ameren Energy Resources
acquisition during the fourth quarter and on July 22, we filed a
variance petition with the Illinois Pollution Control Board which
remains a critical step in the approval process and is a closing
condition.  We made significant progress with integration during
the quarter including our annual synergy analysis resulting in an
upward revision from $60 million to $75 million."

          Segment Review of Results Quarter-Over-Quarter

Coal - The second quarter 2013 operating loss was $49 million
compared to a second quarter 2012 operating loss of $17 million.
The coal segment, including the operating results in Legacy
Dynegy's consolidated financial statements until June 5, 2012, had
an operating loss of $2,720 million for the second quarter 2012,
or $68 million excluding the Loss on the Coal Holdco Transfer.
Adjusted EBITDA totaled $(24) million during the second quarter
2013 compared to $5 million during the same period in 2012.  The
$29 million decrease in Adjusted EBITDA resulted from an increase
in outages, higher rail expense and a decline in hedge settlements
this quarter compared to the same period last year.  An increase
in outages, primarily at Baldwin and Hennepin, led to lower gross
margin and increased operating expenses which reduced Adjusted
EBITDA by $10 million.  Rail transportation costs increased $4
million as a result of the rail contract modification that was
signed during 2012.  Hedge settlement revenues decreased $19
million compared to the second quarter of 2012 because the company
benefitted from hedges during the second quarter of 2012 when
commodity prices were weak but was a net payer on its hedges
during the second quarter of 2013 due to the stronger commodity
price environment.  These lower hedge settlements were partially
offset by a $6 million increase in physical energy margin
attributable to higher power prices which more than offset an
increase in transmission congestion.

Gas - The second quarter 2013 operating loss was $36 million
compared to second quarter 2012 operating income of $28 million.
Adjusted EBITDA totaled $53 million during the second quarter 2013
compared to $27 million during the same period in 2012.  The $26
million increase in Adjusted EBITDA is primarily due to the
absence of $61 million in negative settlements in 2012 related to
legacy put options and other commercial positions.  The benefit
associated with lower financial settlements was partially offset
by $5 million in lower market capacity payments primarily at the
Kendall facility, a $4 million decrease in tolling payments
associated with the early termination of the Morro Bay contract
and a $19 million decrease in physical energy margin before hedges
due to lower generation volumes and spark spreads.

                           Liquidity

As of July 26, 2013, Dynegy's available liquidity was $787 million
which included $500 million in cash and cash equivalents and $287
million of revolver availability under the Company's revolving
credit facility.

In April 2013, Dynegy closed $1.775 billion in new credit
facilities including $1.3 billion in new senior, secured term
loans and a $475 million corporate revolver.  The proceeds of the
term loans were used, together with cash on hand, to repay
existing indebtedness at GasCo and CoalCo and to fund related
transaction costs. In May 2013, Dynegy completed a Rule 144A
private placement of $500 million in aggregate principal amount of
5.875% Senior Notes due 2023.  Dynegy used the proceeds of the
offering to repay $500 million of the term loans issued in April
2013.  The remaining $800 million term loan matures in 2020 and is
priced at LIBOR plus 300 basis points with a LIBOR floor of one
percent.  The new 5-year, $475 million revolving credit facility
at Dynegy Inc. replaced an existing $150 million GasCo revolving
credit facility.  The interest rate charged on borrowings under
the revolver will be LIBOR plus 275 basis points with no LIBOR
floor.  Together these financing activities released $335 million
in restricted cash and reduced annual interest expense by
approximately $100 million compared to the annual interest expense
run rate at the Company's emergence from bankruptcy in October
2012.

                    Consolidated Cash Flow

Cash flow used in operations during the first half of 2013 was $10
million compared to cash flow used in operations of $107 million
during the same period in 2012.  During the first half of 2013,
the business provided Adjusted EBITDA of $51 million which was
more than offset by $44 million in interest payments; $7 million
in negative changes in working capital, which includes $2 million
of increased collateral postings to satisfy counterparty
collateral requirements; and $10 million related to acquisition,
integration and other expenses . During the first half of 2012,
the business provided Adjusted EBITDA from continuing operations
of $42 million and $2 million related to receipt of a tax refund.
This was more than offset by $20 million in negative Adjusted
EBITDA related to discontinued operations, $34 million in interest
payments and $97 million in negative working capital changes,
primarily associated with collateral postings to satisfy
counterparty collateral demands.

Cash flow provided by investing activities totaled $283 million
during the first half of 2013 compared to cash flow provided by
investing activities of $372 million during the same period in
2012.  During the first half of 2013, capital expenditures totaled
$55 million, including $51 million in maintenance capital
expenditures and $4 million in environmental capital expenditures.
During the first half of 2012, capital expenditures totaled $37
million, including $31 million in maintenance capital expenditures
and $6 million in environmental capital expenditures.  During the
first half of 2013, there was a $335 million net cash inflow
related to restricted cash balances compared to a $134 million net
cash inflow in the same period in 2012. In 2012 there was a $256
million cash inflow related to the DMG acquisition that did not
recur in 2013.

Cash flow used in financing activities during the first half 2013
was $160 million compared to cash flow used in financing
activities of $7 million during the same period in 2012.  During
2012, proceeds related to refinancing of $1,753 million were more
than offset by borrowings and debt issuance costs of $1,913
million.

                          PRIDE Update

Dynegy continues to use the PRIDE initiative to improve operating
performance, cost structure and the balance sheet and to drive
recurring cash flow benefits.  Total PRIDE related contributions
for 2013 are expected to include margin and cost improvements of
approximately $40 million.  Additionally, 2013 balance sheet
improvements are projected to be $162 million, an increase of $79
million from the prior forecast.  Since the program's inception, a
total of $157 million in margin and cost improvements compared to
our 2010 baseline and $686 million in balance sheet improvements
have been identified.

                         Guidance Update

Enterprise-wide Adjusted EBITDA guidance range is being lowered by
$50 million to $200-$225 million due to the impact of extended
outages in the Coal segment and persistent, high basis
differentials which negatively impacted physical energy revenues
and correlations with the Company's hedges.  These factors more
than offset improvements in the Gas segment including higher
realized prices at the Independence facility during the first
quarter and increased resource adequacy sales from our California
facilities.  As a result of the second quarter refinancing which
led to lower than expected interest rates, a higher than
anticipated release of restricted cash and a reduced debt
repayment net of incremental costs associated with the
refinancing, Dynegy is increasing its Free Cash Flow guidance by
$50 million to a range $190-$215 million.

                      AER Integration Update

The estimate of annual synergies of the combined operations is
being increased from $60 million to $75 million.  The increase is
largely due to greater cost reductions than expected from
corporate infrastructure and increased savings from operational
and procurement initiatives.  In July, Illinois Power Holdings
along with AER and AmerenEnergy Medina Valley Cogen filed a new
variance petition with the Illinois Pollution Control Board
requesting materially the same relief that AER was granted in
2012.  The Ameren Energy Resources acquisition continues to
progress, with an expected closing in the fourth quarter.

                           About Dynegy

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

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

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

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

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

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

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


EASTMAN KODAK: Completes Syndication of $695MM Exit Term Loans
--------------------------------------------------------------
Kodak on Aug. 1 disclosed that it has completed the syndication of
its previously announced $695 million exit and post-emergence
term-loan credit facilities.  The credit facilities, along with
the proceeds from the previously announced rights offering, cash
on hand and other financing transactions, will enable Kodak at
emergence from Chapter 11 to fund its Plan of Reorganization, and
repay its secured creditors under its existing Debtor-in-
Possession loan facilities and second lien notes.

The credit facilities are comprised of a $420 million, six-year
first lien term loan, and a $275 million, seven-year second lien
term loan.  The term loans have more favorable pricing and other
terms than the existing rollover exit financing commitment, which
are expected to result in interest savings of at least $25 million
within the first 12 months.

"These new financing commitments demonstrate the financial
market's confidence in our Plan of Reorganization and provide
Kodak substantially more advantageous terms than the existing DIP
rollover commitment," said Antonio M. Perez, Kodak Chairman and
Chief Executive Officer.  "The result will be significant savings
for Kodak, as we execute our post-emergence business strategy and
generate value for our stakeholders."

Definitive documentation is expected to be filed with the U.S.
Bankruptcy Court for the Southern District of New York in the
coming days.  The credit facilities are expected to close upon
Kodak's emergence from Chapter 11, subject to certain customary
conditions.

Kodak is also in the final stages of completing syndication of an
asset-based revolving credit facility that would be effective at
emergence.

Affiliates of J.P. Morgan, Barclays and Bank of America Merrill
Lynch are serving as joint lead arrangers for the term loans.
Lazard is serving as Kodak's financial advisor and Sullivan &
Cromwell LLP as its legal advisor in the arrangement of the
financing.

                       About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: Perez to Be Replaced as CEO After Bankruptcy
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Eastman Kodak Co., whose reorganization plan is up
for approval at an Aug. 20 hearing, said last week that Chief
Executive Officer Antonio Perez will vacate his position when the
new board elects a successor after the company emerges from
bankruptcy.

According to the report, Mr. Perez, 67, has been CEO since 2005.
After his successor is named, Mr. Perez will continue as a full-
time adviser to the board for the remainder of the first year
outside bankruptcy.  For the next two years, he will be a
consultant.  Confirmation of Kodak's plan would complete a
reorganization begun in January 2012.

The report notes that when Kodak revised the plan, the price of
the $400 million in 7 percent convertible notes due in 2017
declined.  The last trade before the original plan filing was
12.853 cents on the dollar on April 24.  The notes rose to 26.125
cents by May 15, according to Trace, the bond-price reporting
system of the Financial Industry Regulatory Authority.  The debt
last traded on July 30 for 3.1 cents, a decline of 88 percent from
the peak.

                      About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


EMIGRANT BANCORP: Fitch Raises Issuer Default Rating to 'B+'
------------------------------------------------------------
Fitch Ratings has upgraded Emigrant Bancorp Inc.'s (EMIG) long-
term Issuer Default Rating (IDR) to 'B+' from 'B'. The ratings for
the bank subsidiaries were affirmed at 'B+'. The Ratings Outlook
remains Stable.

Rating Action and Rationale

The upgrade of EMIG's IDR reflects reduced liquidity risk at the
holding company. With the additional liquidity from the bank
subsidiary, the holding company repaid $283 million of its TARP
shares, which were set to reprice to a 9% coupon in 2014, up from
5%. Furthermore, Fitch believes that the additional flexibility at
the holding company has reduced uncertainty around the $200
million of senior notes coming due in 2014.

Rating Drivers and Sensitivities

Asset quality metrics are improving, though non-performing assets
(NPAs) remain stubbornly high. The elevated level of NPAs remain a
drag on EMIGs current ratings. NPAs are driven primarily by EMIG's
residential portfolio. Fitch expects NPAs to remain elevated as
the judicial foreclosure process limits the speed at which lenders
can resolve problem residential mortgages in New York. That said,
credit losses for this portfolio have been minimal as most of the
mortgages have relatively low loan to values (LTVs).

Earning is a ratings weakness for the institution as core earnings
continue to struggle. Given the low interest rate environment,
Fitch expects earnings will face headwinds. That said, EMIG's
recent branch sale will substantially reduce both interest expense
and overhead expenses in the near term. To combat margin
pressures, EMIG has placed strategic focus on building up its fee
income businesses. These businesses include HPM Partners
(investment advisor/wealth management), Personal Risk Management
(insurance brokerage), NYPB&T (wealth management and trust
services) and Galatioto Sports Partners (sports M&A advisory
boutique), and Fiduciary Network (boutique lender to financial
services companies). Meaningful fee income growth from EMIG's new
business could be positive drivers for its current ratings.

As the economic environment worsened during the credit cycle, EMIG
shifted its focus to commercial lending through a number of
different channels. EMIG offers a number of different commercial
lending products including fine arts lending, sports lending, CRE
bridge loans and private equity sponsored cash flow loans.
Additionally, EMIG participates in the syndicated loan market.
Each of these lending channels has limited exposure on its own.
Collectively, however, they represent a nearly one-quarter of the
loan portfolio. Any deterioration in these portfolios could result
in negative ratings pressure.

Fitch believes EMIGs ratings could move higher as NPAs decline and
operating performance improves. In addition, further clarity
around BASEL III rules and its effect on EMIG's trust preferred
securities and capital levels could provide positive ratings
momentum. Conversely, deterioration to asset quality or sizeable
reductions to capital levels could negatively impact ratings.

KEY RATING DRIVERS - Support and Support Rating Floors:
EMIG and subsidiaries have Support Ratings of '5' and Support
Rating Floors of 'NF'. Fitch believes that they are not
systemically important and therefore, the probability of support
is unlikely. The IDRs and Viability Ratings (VRs) do not
incorporate any external support.

RATING SENSITIVITIES - Support and Support Rating Floors:
Fitch does not anticipate changes to the Support Ratings or
Support Rating Floors given size and the lack of systemic
importance of the institution.

KEY RATING DRIVERS - Subordinated Debt and Other Hybrid
Securities:
Subordinated debt and other hybrid capital issued by the banks and
by various issuing vehicles are all notched down from the holding
company or its bank subsidiaries' VRs. This is in accordance with
Fitch's assessment of each instrument's respective nonperformance
and relative loss severity risk profiles.

RATING SENSITIVITIES - Subordinated Debt and Other Hybrid
Securities:
Ratings are primarily sensitive to any change in the VRs, where
the notching would be realigned in conjunction with any change in
the VR.

KEY RATING DRIVERS - Subsidiary and Affiliated Company Rating:
Fitch has equalized the ratings of Emigrant Bancorp with its bank
subsidiaries as it has addressed liquidity concerns at the holding
company.

RATING SENSITIVITIES - Subsidiary and Affiliated Company Rating:
Ratings are primarily sensitive to any change in the VRs of the
associated bank subsidiaries.

Fitch has upgraded the following ratings with a Stable Outlook.

Emigrant Bancorp
-- Long-term IDR to 'B+' from 'B';
-- VR to 'b+' from 'b';
-- Senior unsecured to 'B-/RR6' from 'CCC/RR6'.

Emigrant Capital Trust I & II
-- Preferred stock to 'CCC/RR6' from 'CC/RR6'.

Fitch has affirmed the following ratings with a Stable Outlook.

Emigrant Bancorp
-- Short-term IDR at 'B';
-- Support Rating at '5';
-- Support Rating Floor 'NF'.

Emigrant Bank
-- Long-term IDR at 'B+';
-- Short-term IDR at 'B';
-- Viability Rating at 'b+';
-- Support Rating at '5';
-- Support Rating Floor at 'NF';
-- Long-term Deposits at 'BB-';
-- Short-term deposits at 'B'.

Emigrant Mercantile Bank
-- Long-term IDR at 'B+';
-- Short-term IDR at 'B';
-- Support Rating at '5';
-- Support Rating Floor at 'NF'.


ENDEAVOR ENERGY: New $300MM Sr. Notes Issue Get Moody's B3 Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Endeavor Energy
Resources LP's proposed $300 million senior unsecured notes due
2021. The notes are being co-issued by EER Finance, Inc. Moody's
also assigned a B1 Corporate Family Rating (CFR) and a B1-PD
Probability of Default Rating (PDR) to Endeavor. The outlook is
stable.

The proceeds of the offering will be used to repay drawings under
the company's revolving credit facility and for general corporate
purpose.

Issuer: Endeavor Energy Resources LP

Rating Assignments:

Corporate Family Rating (CFR), assigned B1

Probability of Default Rating (PDR), assigned B1-PD

$300 million Senior Unsecured Regular Bond/Debenture, assigned
B3 (LGD6-91%)

Outlook Assignment

Assigned stable outlook

Ratings Rationale:

Endeavor's B1 Corporate Family Rating reflects the high quality of
its Permian focused asset base and large, oil-weighted drilling
inventory with upside production trends based on proven and
statistically repeatable well characteristics. The rating is
restrained by the company's small scale production and reserves,
high leverage, and weak capital efficiency relative to higher
rated E&P companies. The B1 CFR also incorporates the company's
high reliance on external financing to fund its capital intensive
drilling program and Moody's expectation that Endeavor's corporate
governance and transactions with affiliated companies will be
managed in-line with stated financial policies, including
maintaining access to liquidity and targeting debt / EBITDA
leverage metric no greater than 3.0x.

The B3 rating on the proposed $300 million senior unsecured notes
reflects both the overall probability of default of Endeavor, to
which Moody's assigned a PDR of B1-PD, and a loss given default of
LGD6-91%. The company has a $2.0 billion senior secured revolving
credit facility with an adjusted borrowing base of $1.325 billion.
The credit facility has a first-lien priority claim on
substantially all of Endeavor's assets. The size of the potential
senior secured claim relative to the unsecured notes results in
the senior notes being rated two notches below the B1 CFR under
Moody's Loss Given Default Methodology.

Founded in 2000, privately-held Endeavor has focused on expanding
its acreage position across the Midland and Delaware Basins of the
Permian Basin. The company holds approximately 509,000 net acres
with over 90% held by production. As of 31 December 2013, Endeavor
had a proved reserve base of about 184 million barrels of oil
equivalent (MMboe), of which 79% was classified as proved
developed and 66% was comprised of oil. For the quarter ended 31
March 2013, Endeavor's daily production volumes averaged
approximately 35,000 boe, yielding a healthy reserve life of about
14 years on a proved developed reserve basis.

Endeavor has historically relied on drawings under its bank
revolving credit facility to fund acquisitions and the drilling
and completion of new wells. The company drilled approximately 575
wells in the three year period from 2010 to 2012 under a capital
budget that totaled approximately $1.7 billion. The outspending of
internally generated cash flows has resulted in elevated leverage
metrics relative to peers. As of 31 March 2013, Endeavor had a
total outstanding debt balance of $1.4 billion primarily
consisting of borrowings under its revolver with debt / average
daily production of approximately $39,500 per boe and debt / PD
reserve approaching $9.30 per boe. High finding & development
(F&D) costs have also offset unlevered cash margins that have
averaged around $40 per boe and pressured returns with a full
cycle ratio of around 1.2x, less than the 1.5x median for B1-rated
E&Ps.

With a development focus concentrated in the Midland Basin,
Endeavor is positioned to benefit from its extensive, oil-
weighted, low-risk drilling inventory. The company plans to drill
an additional 108 wells in 2013, 96 of which represent vertical
wells targeting the Wolfberry play and the remaining 12 consisting
of horizontal wells in the Wolfcamp, primarily in the Midland and
Delaware Basins. Over time, Moody's expects to see improved
operating efficiencies to support its larger scale drilling and
development program with lower F&D costs providing for enhanced
returns and a leveraged full cycle ratio approaching the level of
its peers.

Endeavor has adequate liquidity. Pro-forma for the proposed $300
million notes offering, Endeavor has approximately $24 million of
cash and equivalents on hand and about $260 million of
availability under its $1.325 billion borrowing base. The
revolving credit facility matures in January 2015 and contains
three financial covenant requirements: a minimum current ratio of
1.0x, a maximum debt / EBITDA ratio of 3.5x, and a minimum
interest coverage ratio of 2.75x. Moody's anticipates that the
company will be in compliance with these covenants through 2014.

The stable outlook is based upon the expectation that the company
will execute on reserve and production growth targets without any
substantial increase in leverage. The ratings may be downgraded if
debt / average daily production or debt / PD reserves are
sustained above $40,000 per boe and $12.00 per boe, respectively,
or if liquidity deteriorates below current level. Successful
execution of its Permian development projects and improved capital
efficiency will dictate upward ratings progression. An upgrade
would be considered if production can be sustained above 50,000
boe per day, while keeping debt / average daily production under
$30,000 boe.

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

Endeavor Energy Resources, LP is a privately held independent oil
and gas exploration and production company, which is headquartered
in Midland, Texas.


FIRST COMMUNITY SW FL: FDIC Named as Receiver; C1 Assumes Deposits
------------------------------------------------------------------
First Community Bank of Southwest Florida, Fort Myers, Florida,
also operating as Community Bank of Cape Coral, was closed on
Friday by the Florida Office of Financial Regulation, which
appointed the Federal Deposit Insurance Corporation (FDIC) as
receiver.  To protect the depositors, the FDIC entered into a
purchase and assumption agreement with C1 Bank, Saint Petersburg,
Florida, to assume all of the deposits of First Community Bank of
Southwest Florida.

The seven former branches of First Community Bank of Southwest
Florida will reopen as branches of C1 Bank during their normal
business hours.  Depositors of First Community Bank of Southwest
Florida will automatically become depositors of C1 Bank.  Deposits
will continue to be insured by the FDIC, so there is no need for
customers to change their banking relationship in order to retain
their deposit insurance coverage up to applicable limits.

Customers of First Community Bank of Southwest Florida should
continue to use their current branch until they receive notice
from C1 Bank that systems conversions have been completed to allow
full-service banking at all branches of C1 Bank.

Friday evening and over the weekend, depositors of First Community
Bank of Southwest Florida could access their money by writing
checks or using ATM or debit cards.  Checks drawn on the bank will
continue to be processed.  Loan customers should continue to make
their payments as usual.

As of March 31, 2013, First Community Bank of Southwest Florida
had approximately $265.7 million in total assets and $254.2
million in total deposits.  In addition to assuming all of the
deposits of the failed bank, C1 Bank agreed to purchase
essentially all of the failed bank's assets.


GENTILE FAMILY: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Gentile Family Industries
          aka GF Industries
        122 North Harbor Blvd., Suite 201
        Fullerton, CA 92832

Bankruptcy Case No.: 13-16402

Chapter 11 Petition Date: July 29, 2013

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

Judge: Theodor Albert

Debtor's Counsel: Jeffrey W. Broker, Esq.
                  BROKER & ASSOCIATES PC
                  18111 Von Karman Ave, Ste.460
                  Irvine, CA 92612-7152
                  Tel: (949) 222-2000
                  Fax: (949) 222-2022
                  E-mail: jbroker@brokerlaw.biz

Scheduled Assets: $5,676,747

Scheduled Liabilities: $5,820,275

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/cacb13-16402.pdf

The petition was signed by Steven Gentile, chief executive
officer.


GLS CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: GLS Construction Services, LLC
        4655 Huntingtown Road
        Huntingtown, MD 20639

Bankruptcy Case No.: 13-22707

Chapter 11 Petition Date: July 25, 2013

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

Debtor's Counsel: James Greenan, Esq.
                  MCNAMEE, HOSEA, ET. AL.
                  6411 Ivy Lane, Suite 200
                  Greenbelt, MD 20770
                  Tel: (301) 441-2420
                  E-mail: jgreenan@mhlawyers.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/mdb13-22707.pdf

The petition was signed by Gary Leonard Sydnor, Jr., managing
member.


GRYPHON GOLD: Case Summary & 16 Unsecured Creditors
---------------------------------------------------
Debtor: Gryphon Gold Corporation
        748 S. Meadows Parkway A9
        Reno, NV 89521

Bankruptcy Case No.: 13-51496

Chapter 11 Petition Date: July 29, 2013

Court: U.S. Bankruptcy Court
       District of Nevada (Reno)

Judge: Mike K. Nakagawa

Debtor's Counsel: Stephen R. Harris, Esq.
                  HARRIS LAW PRACTICE, LLC
                  6151 Lakeside Drive, Suite 2100
                  Reno, NV 89511
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764
                  E-mail: steve@harrislawreno.com

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

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

The petition was signed by William Goodhard, director.

Debtor's List of Its Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Waterton Global, LLC               Legal Fees per          $77,805
199 Bay Stree, Suite 5050          Agreement
Toronto, Ontario
M5L 1E2 Canada

Faegre Baker Daniels               Goods/Services          $72,727
1470 Walnut Street, Suite 300
Boulder, CO 80302

Kei Advisors                       Goods/Services          $47,268
7606 Transit Road, Suite 300
Buffalo, NY 14221

Borden Ladner Gervais In Trust     Legal Services          $22,331

Willis Canada, Inc.                Insurance Premium        $3,937

Erwin & Thompson, LLP              Goods/Services           $3,672

Viavid                             Goods/Services           $2,045

Jones & Keller                     Legal Services           $1,803

Newsfile Corp.                     Goods/Services           $1,497

Donald Tschabrun                   Cobra Reimbursement      $1,001

James T. O'Neil, Jr.               Employee Expense           $926

Computershare Inc.                 Goods/Services             $693

Blender Media                      --                         $485

Inkling Print Solutions            Goods/Services             $424

Accutel, Inc. USD                  --                         $201

Allstream Inc.                     --                          $72


GREATER RISING: Case Summary & 2 Unsecured Creditors
----------------------------------------------------
Debtor: Greater Rising Star Missionary Baptist Church
        1819 Prairie Avenue
        Saint Louis, MO 63113

Bankruptcy Case No.: 13-46913

Chapter 11 Petition Date: July 29, 2013

Court: United States Bankruptcy Court
       Eastern District of Missouri (St. Louis)

Judge: Barry S. Schermer

Debtor's Counsel: Syreeta L. McNeal, Esq.
                  3610 Buttonwood Drive, Suite 200
                  Columbia, MO 65201
                  Tel: (573) 445-1955
                  E-mail: mcneallawoffice@gmail.com

Scheduled Assets: $2,459,487

Scheduled Liabilities: $413,445

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/moeb13-46913.pdf

The petition was signed by Nathaniel Griffin, Sr., pastor.

Affiliate that filed separate Chapter 11 petition:

                                                 Petition
   Debtor                              Case No.     Date
   ------                              --------     ----
Nathaniel Griffin, Sr.                 13-44932   05/27/13


GREEN SPRING: Case Summary & 5 Unsecured Creditors
--------------------------------------------------
Debtor: Green Spring Valley Overlook, LLC
        101 St. Thomas Lane
        Owings Mills, MD 21117

Bankruptcy Case No.: 13-22870

Chapter 11 Petition Date: July 29, 2013

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

Judge: James F. Schneider

Debtor's Counsel: James C. Olson, Esq.
                  10451 Mill Run Circle, Suite 400
                  Owings Mills, MD 21117
                  Tel: (410) 356-8852
                  Fax: (410) 356-8804
                  E-mail: jolson@jamesolsonattorney.com

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

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

A list of the Company's five largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/mdb13-22870.pdf

The petition was signed by William A. Green, managing member.


HAPCO PETROLEUM: Updated Case Summary & Creditors' Lists
--------------------------------------------------------
Lead Debtor: Hapco Petroleum Corporation
             2051 Route 130 South
             Burlington, NJ 08016

Bankruptcy Case No.: 13-26293

Chapter 11 Petition Date: July 25, 2013

Court: United States Bankruptcy Court
       District of New Jersey (Trenton)

Judge: Michael B. Kaplan

Debtors' Counsel: Edmond M. George, Esq.
                  Obermayer, Rebmann, Maxwell & Hippel
                  1617 JFK Boulevard, Suite 1900
                  Philadelphia, PA 19103
                  Tel: (215) 665-3140
                  Fax: (215) 665-3165
                  E-mail: edmond.george@obermayer.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.
   ------                              --------
Hightstown Petroleum Corporation       13-26296
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000
Avtar Heir                             13-26297

The petitions were signed by Malkit Singh Heir, president.

A. Hapco Petroleum did not file a list of its largest unsecured
creditors together with its petition.

B. Hightstown Petroleum did not file a list of its largest
unsecured creditors together with its petition.


HARBINGER GROUP: Fitch Affirms 'B' Issuer Default Rating
--------------------------------------------------------
Fitch Ratings has affirmed the 'B' Issuer Default Rating (IDR) and
'B/RR4' debt ratings of Harbinger Group Inc. (HRG). The Rating
Outlook is a Stable.

Key Ratings Drivers

The ratings consider HRG's relatively high leverage, adequate debt
service capabilities, and acquisition-focused operating strategy.
The company has three major business segments: consumer products
through its 59.2% ownership in Spectrum Brands, Inc. (SPB; Fitch
IDR of 'BB-'), insurance through its wholly owned subsidiary
Fidelity & Guaranty Life Holdings, Inc. (F&G Life; Fitch Insurer
Financial Strength rating of 'BBB'), and energy through the
EXCO/HGI joint venture (EXCOJV).

Fitch views HRG's leverage as high. Debt and preferred have almost
doubled since HRG's fiscal year-end of Sept. 30, 2012 to complete
the above mentioned acquisitions and provide funds for future
growth. Outstanding debt and preferred stock totaled $5 billion at
March 31, 2013, with approximately $3.3 billion of SPB, $1.1
billion at HRG, approximately $0.3 billion at intermediate
insurance holding company Fidelity & Guaranty Life Holdings
(FGLH), and approximately $0.3 billion at HRG's share of the
EXCOJV debt.

HRG's financial leverage ratio, excluding SPB, FGLH, and EXCO
related debt was 59% at March 31, 2013. Debt will increase further
after HRG's recent addition of $225 million to its existing 7.785%
senior secured security, bringing it to $925 million. Fitch notes
that HRG's ability to increase secured debt to fund future
acquisitions is somewhat limited by financial covenants, which
includes a minimum collateral coverage ratio of 2x at HRG only. A
large part of the collateral is the value of SPB, whose share
price is up over 25% year-to-date and has created a comfortable
collateral covenant cushion.

Consolidated leverage is expected to trend down to the 4x
(Debt/EBITDA) range over the next 18 months based on management's
plans for further debt reduction at SPB and additional EBITDA and
cash flows from recent acquisitions. HRG also has the ability to
force conversion of its preferred debt in 2014, under certain
conditions.

Fitch expects the recent acquisition of Stanley's Black & Decker
Hardware and Home Improvement Group (HHI) by SPB and the oil and
gas properties acquired through EXCOJV (in December 2012 and March
2013 respectively) to enhance HRG's cash flows and debt service
capabilities. However these operations have yet to provide
meaningful dividends due to their recent addition.

Dividends to HRG from SPB and F&G Life are somewhat constrained
due to contractual and regulatory limits on cash flows. Cash flow
from SPB is limited by its 9.5% notes. Cash flow from F&G Life is
primarily limited by statutory dividend restrictions (currently to
$90 million) but business plans are expected to limit dividends on
a run-rate basis to approximately $40 million. In March 2013 there
was a special dividend of $73 million from FGLH to HRG, but that
was supported by a $300 million debt issuance.

Based largely on those restrictions, interest and preferred
dividend coverage is expected to be in the 1x to 1.5x range. Over
the near term, HRG's liquidity position benefits from existing
holding company cash and invested assets ($209 million as of
March 31, 2013) and a financial covenant that requires HRG to
maintain minimum cash balances equal to six months of HRG's senior
secured debt interest expense. Further, HRG's ability to pay
dividends or other cash distributions to its shareholders is
limited by financial covenants to no more than 50% of net income
and is subject to collateral coverage ratio tests.

The Stable Outlook reflects Fitch's view that improved operating
trends at both SPB and F&G Life are sustainable over the near term
and energy operations contribute increasing dividends.

HRG's acquisition strategy is likely to keep leverage high.
Leverage could also be erratic whenever there is a sizeable
acquisition until the overall enterprise attains a much larger
scale. Debt and debt service payments are likely to dampen near-
term profitability. As a result, the rating is likely to remain in
this range in the intermediate term.

Rating Sensitivities

Key rating triggers that could lead to a downgrade include a
reduction in F&G Life's ordinary statutory dividend capacity to
below $40 million, a change in SPB's strategy to reduce leverage
to between 2.5x to 3.5x within 18 to 24 months, an increase in
HRG's (parent only) financial leverage ratio to above 70%, and the
deployment of existing cash balances that increases the
enterprise's credit risk.

Key rating triggers that could lead to an upgrade include a
significant increase in F&G Life's ordinary statutory dividend
capacity from its current level of approximately $90 million, a
reduction in HRG (parent only) financial leverage ratio below 40%,
and the deployment of existing cash balances that improves the
magnitude and diversity of cash flows to HRG.

HRG is a NYSE-traded holding company that is majority owned by
investment funds affiliated with Harbinger Capital Partners LLC
(Harbinger). Harbinger established HRG as a permanent capital
vehicle to obtain controlling equity interests in established,
dividend-paying businesses that operate across a diversified set
of industries. The company currently operates in four business
segments: consumer products through its 59.2% ownership in SPB,
insurance through its wholly owned subsidiary F&G Life, EXCOJV,
the energy partnership, and Salus, an asset based lending
business.

Fitch has affirmed the following ratings with a Stable Outlook:

Harbinger Group Inc.
-- Long-Term IDR at 'B';
-- $925 million 7.875% senior unsecured notes at 'B/RR4'.


HEALTH MANAGEMENT: S&P Puts 'BB-' Rating on CreditWatch Developing
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' issue-level
rating on Health Management Associates Inc.'s senior secured
credit facility and its 'BB-' issue-level rating on the company's
senior secured notes on CreditWatch with developing implications
following the announcement that HMA will be acquired by hospital
operator Community Health Systems.  This reflects uncertainty
regarding recovery prospects for this debt in the combined
company's eventual capital structure.  At the same time, S&P
placed its 'B-' rating on HMA's senior unsecured notes on
CreditWatch with positive implications.  This reflects S&P's
belief that this debt could see some improved recovery under the
combined capital structure, as opposed to S&P's current
expectation of negligible recovery in the event of payment
default.  S&P's 'B+' corporate credit rating on HMA is unaffected
by this announcement.

S&P will monitor the progress of the acquisition and resolve the
CreditWatch placement accordingly.  If the transaction is
completed, S&P will likely withdraw the corporate credit rating on
HMA.  If HMA's shareholders rejects the sale, S&P will likely
affirm its corporate credit rating at 'B+'.

RATINGS LIST

Health Management Associates Inc.
Corporate Credit Rating       B+/Stable/--

CreditWatch Actions
                              To                  From
Health Management Associates Inc.
Senior Secured Facility      BB-/Watch Dev       BB-
  Recovery Rating             2                   2
Senior Secured Notes         BB-/Watch Dev       BB-
  Recovery Rating             2                   2
Senior Unsecured Notes       B-/Watch Pos        B-
  Recovery Rating             6                   6


HOLT DEVELOPMENT: Discloses Payments Made to Bankruptcy Counsel
---------------------------------------------------------------
Holt Development Co., LLC filed papers with the U.S. Bankruptcy
Court to amend the employment of Gullett, Sanford, Robinson &
Martin, PLLC as attorneys.  The amended papers provide that within
one year prior to Holt's Chapter 11 filing, the Debtor paid to
Gullett Sanford $85,754.24, for services rendered and to be
rendered in and in connection with this case.  The Debtor has
agreed to pay (i) additional amounts to the extent that the
product of the hours of legal services rendered, multiplied by the
customary hourly rates charged from time to time by the firm for
comparable services, exceeds $85,754.24; and (ii) the amounts of
all reimbursable expenses incurred by Gullett Sanford in the
course of rendering such legal services.

Gullett Sanford's customary hourly rates, as may be adjusted from
time to time, including during the pendency of this case, are
presently as:

      Professional                    Rates
      ------------                    -----
      Members                 $350 - $450 per hour
      Associates              $150 - $275 per hour
      Paralegals               $90 - $125 per hour

In particular, prior to the filing of the petition, the Debtor
paid from its funds to Gullett Sanford four installments totaling
$85,754.24.  Of the total, sums totaling $41,237.74 have been
disbursed to Gullett Sanford as compensation for legal services
rendered pre-bankruptcy, including services rendered in
preparation for filing the petition, or as reimbursement of
expenses incurred.  In addition, from the funds which the Debtor
paid to Gullett Sanford, there was disbursed $1,213.00, to pay the
filing and administrative fees incident to the commencement of
this Chapter 11 Case.

The balance remaining after the disbursements, $43,303.50, will
continue to be held in Gullett Sanford's Client Fiduciary Account
pending further Court orders.

Attorneys for the Debtor can be reached at:

         D. Hiatt Collins, Esq.
         G. Rhea Bucy, Esq.
         GULLETT, SANFORD, ROBINSON & MARTIN, PLLC
         150 3rd Ave. South, Suite 1700
         Nashville, TN 37201
         Tel: (615) 244-4994
         E-mail: hcollins@gsrm.com
                 rbucy@gsrm.com

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


HOLT DEVELOPMENT: Wants Schedules Deadline Extended to Aug. 15
--------------------------------------------------------------
Holt Development Co., LLC, has asked the U.S. Bankruptcy Court to
extend the time to file its schedules of assets and liabilities,
and statement of financial affairs to Aug. 15, 2013.

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


HORIZON HEALTH CENTER: Meeting to Form Creditors' Panel on Aug. 8
-----------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on August 8, 2013 at 10:00 a.m. in
the bankruptcy case of Horizon Health Center, Inc.  The meeting
will be held at:

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

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

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

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

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

                       About Horizon Health

Based in Lewisville, Texas, Horizon Health Corp. owns/leases 15
behavioral healthcare hospitals and related facilities as of
Feb. 28, 2007, which provide behavioral healthcare programs for
children, adolescents, and adults.  It serves as contract manager
of clinical and related services, primarily of behavioral health
and physical rehabilitation programs, offered by acute care
hospitals in the United States.


HOVNANIAN ENTERPRISES: Moody's Hikes CFR to Caa1; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service raised the Corporate Family Rating of
Hovnanian Enterprises, Inc. to Caa1 from Caa2 and Probability of
Default rating to Caa1-PD from Caa2-PD. Concurrently, Moody's
upgraded the company's first lien notes to B1 from B3, second lien
notes to Caa1 from Caa2, unsecured notes to Caa2 from Caa3, and
preferred stock to Caa3 from Ca. Moody's also affirmed Hovnanian's
Speculative-Grade Liquidity (SGL) Rating at SGL-3. The ratings
outlook is stable.

The upgrades reflect both the industry's growing strength and
Hovnanian's own improved results, which make it far less likely
that the company will default on its debt obligations. Similarly,
the improved trading environment for homebuilding bonds and
Hovnanian's own bond trading levels render a near-term distressed
exchange improbable. The rating outlook is stable.

The following rating actions were taken:

Corporate family rating, upgraded to Caa1 from Caa2;

Probability of default rating, upgraded to Caa1-PD from Caa2-PD;

First lien senior secured notes, upgraded to B1 (LGD2, 23%) from
B3 (LGD2, 24%);

Second lien senior secured notes, upgraded to Caa1 (LGD4, 57%)
from Caa2 (LGD4, 61%);

Senior unsecured notes, upgraded to Caa2 (LGD5, 80%) from Caa3
(LGD5, 85%);

Preferred stock, upgraded to Caa3 (LGD6, 95%) from Ca (LGD6, 98%);

Senior unsecured shelf, upgraded to (P)Caa2 from (P)Caa3;

Speculative grade liquidity assessment affirmed at SGL-3.

All of K. Hovnanian Enterprises' debt is guaranteed by its parent
company, Hovnanian Enterprises, Inc. and its restricted operating
subsidiaries.

Ratings Rationale:

The Caa1 rating reflects Hovnanian's elevated debt levels, with
adjusted homebuilding debt/capitalization at 146% as of April 30,
2013; negative cash flow generation; continued, albeit greatly
reduced, losses; and still-negative interest coverage.

At the same time, the rating is supported by the impressive
strength being shown by the homebuilding industry; the improvement
in Hovnanian's operating performance, including growing revenues
and improving gross margins; and Hovnanian's slow return to
profitability, which Moody's expects to continue.

The company's SGL-3 speculative grade liquidity assessment
reflects the company's adequate liquidity profile, supported by
the absence of significant debt maturities until 2016. Liquidity
is constrained by the company's weak unrestricted cash position of
about $236 million at April 30, 2013 and negative cash flow
generation. Hovnanian was recently able to obtain a $75 million
senior unsecured revolving credit facility, due 2018, which has no
financial maintenance covenants.

The stable ratings outlook reflects expected improvement in
Hovnanian's operating performance, including growing revenues,
increasing gross margins, and the slow return to profitability.

The ratings could be lowered if the company were to materially
deplete its liquidity either through sharper-than-expected
operating losses or through a substantial investment or other
transaction.

The outlook could be changed to positive or ratings upgraded if
the company were to generate sizable amounts of operating cash
flow, maintain profitability on a net income basis, or receive a
significant infusion of equity capital.

The principal methodology used in rating Hovnanian Enterprises,
Inc. 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.

Established in 1959 and headquartered in Red Bank, New Jersey,
Hovnanian Enterprises, Inc. designs, constructs and markets
single-family detached homes and attached condominium apartments
and townhouses. Homebuilding revenue and consolidated net loss for
the last twelve months ending April 30, 2013 were approximately
$1.6 billion and ($60) million, respectively.


IGPS CO: Pallet Business Sold After Settlement Reached
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that IGPS Co. received court approval on July 29 to sell
the business largely in exchange for secured debt after the
unsecured creditors' committee negotiated a settlement with the
buyers.

According to the report, the company filed under Chapter 11 early
June, banking on a quick sale of the business of leasing plastic
pallets.  There already was a contract where holders of secured
debt would take the business in exchange for $36 million in
secured debt, $1 million in cash, and assumption of the loan
financing bankruptcy.

The report relates that in the settlement, the cash portion of the
purchase price was increased by $1.5 million to $2.5 million.  In
addition, the buyers agreed to pay all priority tax claims and
claims by workers for being fired without required notice.

The report notes that the buyers are Balmoral Funds LLC, One
Equity Partners LLC, and Jeff and Robert Liebesman.  They
purchased the $148.8 million working-capital loan shortly before
bankruptcy.  The buyers are also picking up costs of the Chapter
11 effort.  As icing on the cake, the buyers are waiving
deficiency claims and agreeing not to receive any distribution in
bankruptcy. Finally, they won't sue creditors for preferences, or
payments received within 90 days of bankruptcy.

The report relates that there were no qualified competing bids, so
an auction was canceled.  The official creditors' committee and
the U.S. Trustee had failed in their attempts at slowing down the
sale.

                          About iGPS Co.

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

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

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

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


IMS HEALTH: Policy Change Prompts Moody's to Cut CFR to 'B2'
------------------------------------------------------------
Moody's Investors Service downgraded IMS Health, Inc.'s Corporate
Family and Probability of Default Ratings to B2 from B1 and B2-PD
from B1-PD, respectively. Moody's affirmed the secured debt
ratings at Ba3 and the senior unsecured debt ratings at B3.
Moody's also assigned a Caa1 rating to the proposed $750 million
senior unsecured PIK toggle notes due 2018 to be issued by
Healthcare Technology Intermediate, Inc., a holding company.
Proceeds will fund a cash distribution to IMS's management team
and to the private equity investors TPG Capital, Leonard Green
Partners, and CPIBB. The ratings outlook is stable.

Downgrades:

Issuer: IMS Health Incorporated

Corporate Family Rating, Downgraded to B2 from B1

Probability of Default Rating, Downgraded to B2-PD from B1-PD

Affirmations:

Issuer: IMS Health Incorporated

Senior Secured Bank Credit Facility Aug 26, 2017, Affirmed Ba3
(LGD2, 25% from LGD3, 30%)

Senior Secured Bank Credit Facility Sep 1, 2017, Affirmed Ba3
(LGD2, 25% from LGD3, 30%)

Senior Secured Bank Credit Facility Aug 26, 2017, Affirmed Ba3
(LGD2, 25% from LGD3, 30%)

Senior Secured Bank Credit Facility Aug 26, 2017, Affirmed Ba3
(LGD2, 25% from LGD3, 30%)

Senior Secured Bank Credit Facility Sep 1, 2017, Affirmed Ba3
(LGD2, 25% from LGD3, 30%)

Senior Unsecured Regular Bond/Debenture Mar 1, 2018, Affirmed B3
(LGD5, 75% from LGD5, 85%)

Senior Unsecured Regular Bond/Debenture Nov 1, 2020, Affirmed B3
(LGD5, 75% from LGD5, 85%)

Assignments:

Issuer: Healthcare Technology Intermediate, Inc.

Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD6, 93%)

Ratings Rationale:

The downgrade reflects IMS's change in financial policy given the
choice to forego expected deleveraging in favor of even-higher-
than-anticipated debt and leverage levels. Coming not long after a
$1.20 billion, October 2012 distribution to IMS's private equity
owners, this latest, $750 million dividend highlights the
company's more aggressive financial policy. Pro-forma for the new
PIK notes, debt-to-EBITDA jumps to 6.7x, from 5.8x (after Moody's
standard adjustments), which is high compared to other companies
also rated at the B2 level.

Even with IMS's additional debt burden, Moody's anticipates the
company can generate free cash flow (after capital expenditures)
of about $150 million over the next year, giving it the ability,
if not necessarily the inclination, to delever modestly. While the
company has posted lackluster, partly acquisition-driven revenue
growth since 2009 (about 2.7% CAGR through 2012), ongoing cost
rationalization and restructuring initiatives have enabled it to
drive solid EBITDA growth over the same period, with operating
cash flow margin having grown by 500 basis points, to
approximately 32%. Based on expectations of profits and cash flow,
Moody's forecasts year-end leverage to be just below 6.5x, and at
about 5.8x at the end of 2014. However, further debt funded
dividend distributions are possible during that span of time.

The Caa1 rating on the new, $750 million notes to be issued by
Healthcare Technology Intermediate, Inc. reflects the structural
subordination of these notes to other senior unsecured debt of
IMS, since these new notes will not benefit from upstream
guarantees from IMS's operating subsidiaries.

The stable ratings outlook reflects Moody's expectations for
predictable revenue (approximately $2.5 billion in 2013) and
steady free cash flow of at least $150 million, which provides the
basis for possible deleveraging. The EBITDA margin is expected to
remain at a minimum of 30%, given the benefits of cost
restructuring. Moody's anticipates some acquisitions for growth,
as organic revenue increases are likely to be modest. The ratings
could be downgraded if Moody's expects any decline in organic
revenue or disruption in EBITDA or profit margins, if IMS makes
acquisitions that are larger than internally generated cash flow,
or if Moody's anticipates that IMS will be off the trajectory of
debt-to-EBITDA of the low 6x level. The ratings could be upgraded
if debt-to-EBITDA can be sustained at below 4.5x, with free cash
flow to debt solidly above 10% and a demonstrated commitment to
balanced financial policies.

Based in Danbury, CT, IMS Health, Inc. is a leading global
provider of market intelligence to the pharmaceutical and
healthcare industries.

The principal methodology used in this rating was the Global
Business and 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.


IMS HEALTH: S&P Affirms 'B+' CCR & Rates New $750MM Notes 'B-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its ratings,
including its 'B+' corporate credit rating on IMS Health Inc., a
Danbury, Conn.-based provider of information, services, and
technology for the health care industry.  The outlook is stable.

At the same time, S&P assigned its 'B-' issue-level rating to the
company's proposed $750 million holding company notes with a
recovery rating of '6', indicating its expectation of negligible
(0%-10%) recovery in the event of payment default.  Holding
company Healthcare Technology Intermediate Inc. is issuing the
notes.

"Our rating on IMS reflects the company's "highly leveraged"
financial risk profile (according to Standard & Poor's Ratings
Services' criteria), highlighted by our expectation that the
company will sustain leverage at more than 5x over the near term,"
said credit analyst Shannan Murphy.  "We believe IMS has a
"satisfactory" business risk profile because of its dominant
position as a provider of critical information to the
pharmaceutical market, offset by its narrow focus in providing
information primarily to that market."

S&P's stable rating outlook on IMS Health Inc. reflects its
expectation that IMS' size, scale, and clear leadership position
will help it sustain EBITDA margins in the low-30% range.  This
should support continued solid free cash flow generation, although
S&P do not expect a permanent improvement in its financial risk
profile.

S&P could lower its rating if its business risk assessment changes
under the unlikely scenario that IMS' reputation for providing
quality, critical data is damaged.  A modest cyclical downturn or
margin erosion, which would likely result in some weakening of
credit protection measures, would not likely result in a lower
rating, given the company's strong liquidity.

An upgrade is unlikely because S&P believes that IMS' highly
leveraged financial risk profile will persist over the next year
due to the company's sponsors' aggressive financial policy.  This
is the second sponsor dividend in less than one year, and S&P
expects that the sponsor will continue to use growing debt
capacity or free cash flow to fund shareholder friendly actions,
instead of permanent debt reduction.


ISAACSON STRUCTURAL: Case Conversion Hearing Continued to Sept. 24
------------------------------------------------------------------
The hearing on a motion to covert the chapter 11 case of Isaacson
Structural Steel, Inc. to one under chapter 7 of the Bankruptcy
Code has been continued to Sept. 24, 2013, at 9:00 a.m. at
Courtroom 2 (JMD), 1000 Elm Street, 11th Floor, in Manchester, New
Hampshire.

Based in Berlin, New Hampshire, Isaacson Structural Steel, Inc.,
filed for Chapter 11 bankruptcy (Bankr. D. N.H. Case No. 11-12416)
on June 22, 2011.  Bankruptcy Judge J. Michael Deasy presides over
the case.

Isaacson Structural Steel estimated both assets and debts of
$10 million to $50 million.  The petition was signed by Arnold P.
Hanson, Jr., president.

An official committee of unsecured creditors has been appointed in
Isaacson Structural Steel's case.  Nixon Peabody LLP, and Mesirow
Financial Consultants represents the Committee.

A bankruptcy petition was also filed for Isaacson Steel, Inc.
(Bankr. D. N.H. Case No. 11-12415) on June 22, 2011, estimating
assets and debts of $1 million to $10 million.  The petition was
signed by Arnold P. Hanson, Jr., president.  William S. Gannon,
Esq., also represents Isaacson Steel.

The cases are being jointly administered.  No trustee or examiner
has been appointed.


JEFFERSON COUNTY: Water Works Opposes High Sewer Taxes
------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the public authority that supplies water for
Jefferson County, Alabama, said in a court filing that long-term
debt on the sewer system of $21,000 a customer after bankruptcy is
so high that sewer taxes "will discourage economic development."

According to the report, the Water Works Board for the cities of
Birmingham and Bessemer submitted papers July 29 for an Aug. 5
hearing on approval of disclosure materials explaining the
county's Chapter 9 debt-adjustment plan.

The board cited an expert as saying long-term debt for most
utility customers ranges from $1,200 to $2,000.  Also concerned
that high debt after emergence from Chapter 9 could result in a
second bankruptcy, the board said disclosure materials lack
sufficient information to determine whether financial assumptions
are sound and whether customers will be able to foot the bill.

The report notes that the board hinted that it could oppose
confirmation of the plan on the theory that sewer debt after
bankruptcy will exceed the "used and useful value of the sewer
system."  Similarly presaging an objection to approval of the
plan, lawyers in a group lawsuit by sewer customers said in a
filing that the county is settling for too little the claims that
$8 billion in debt and swap liability on the sewer system was
"procured by fraud and bribery."

The report relates that the lawyers faulted disclosure materials
for not telling customers the claims have "more settlement value."
There's an alternative plan, they said, that would cost sewer
customers $3.6 billion, rather than $14.3 billion under the
county's plan.  The settlement faulted by the sewer customers is
supported by holders of more than 75 percent of the $3.2 billion
in sewer debt at the core of the county's financial problems.  The
settlement lays out the Chapter 9 plan under which sewer
bondholders would get 65 percent in cash, or 80 percent if they
waive claims against JPMorgan Chase & Co. and bond insurers.
Distributions would be financed by selling new sewer bonds
calculated to generate $1.96 billion to cover the $1.84 billion
earmarked for existing sewer bondholders.

The report discloses that JPMorgan, the holder of $1.22 billion
in bonds, is waiving $842 million of the sewer debt and a
$657 million swap debt, resulting in an 88 percent write-off by
JPMorgan.  The bank's agreement to take less allows other
creditors to get more.

                     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.


JIN CORPORATION: Case Summary & 10 Unsecured Creditors
------------------------------------------------------
Debtor: Jin Corporation
          dba Asahi Japanese Restaurant
          dba Asahi Sushi Bar
          dba Asahi Steakhouse
        8010 E. 106th Street
        Tulsa, OK 74133

Bankruptcy Case No.: 13-11803

Chapter 11 Petition Date: July 29, 2013

Court: United States Bankruptcy Court
       Northern District of Oklahoma (Tulsa)

Judge: Dana L. Rasure

Debtor's Counsel: Karen Carden Walsh, Esq.
                  RIGGS, ABNEY, ET AL
                  502 West 6th Street
                  Tulsa, OK 74119-1010
                  Tel: (918) 587-3161
                  E-mail: kwalshattorney@riggsabney.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 10 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/oknb13-11803.pdf

The petition was signed by In Sung Kim, president.


K-V PHARMACEUTICAL: Creditors Balk at Ex-CEO's $83MM Claim
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that how much K-V Pharmaceutical Co. initially pays
unsecured creditors after emerging from Chapter 11 reorganization
hinges on the outcome of an Aug. 6 hearing where the company is
seeking to chop down the $83 million claim filed by former Chief
Executive Marc Hermelin.

According to the report, a confirmation hearing for approval of
K-V's plan is set for Aug. 28.  The plan incorporates a compromise
where junior creditors can buy the lion's share of the reorganized
business.  The company and the official creditors' committee say
Mr. Hermelin's claim is based on an employment contract terminated
in 2008 when he was fired "for cause."  If Mr. Hermelin's claim
stands for the time being, it will dwarf all other unsecured
claims estimated to total $13.9 million to $18.3 million.  If the
claim isn't reduced to the range of $3 million, the recovery by
unsecured creditors will decline from a high of 73.6 percent to a
low of 10.1 percent.

The report notes that Mr. Hermelin pleaded guilty in March 2011 to
violating drug labeling laws.  A year earlier, K-V's Ethex unit
pleaded guilty to failing to tell the U.S. Food and Drug
Administration about pill manufacturing problems.  In papers filed
July 31 in support of his claim, Mr. Hermelin said the company
made the primary guilty plea.  He said he only pleaded guilty to
two misdemeanors and admitted no wrongdoing.

However the hearing ends on Aug. 6, K-V is reserving the right to
knock out the claim entirely or have the judge rule that it should
be subordinated, or not paid unless other unsecured creditors are
fully paid.

The bankruptcy court has already approved a stock-purchase
agreement and exit financing enabling K-V to pay off senior
secured noteholders in full in cash, with interest.  When the plan
is approved by creditors and the court, holders of $200 million in
convertible notes in large part will be the new owners.  The plan
allows Silver Point Finance LLC, one of the senior noteholders
being paid in full, to participate with holders of subordinated
debt in ownership of the reorganized business.  In exchange for
the $200 million in convertible debt, holders will receive 7
percent of the reorganized company's stock, for a predicted
recovery of 10.9 percent, according to the revised disclosure
statement.  General unsecured creditors with claims ranging from
$13.9 million to $18.3 million will share a pot of $10.25 million
in cash, for a recovery of 56.2 percent to 73.6 percent.

                    About K-V Pharmaceutical

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

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

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

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

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


LAXMI INC: Case Summary & 17 Unsecured Creditors
------------------------------------------------
Debtor: Laxmi, Inc. of Palm Bay
          dba Comfort Suites of Palm Bay
        1175 Malabar Road, NE
        Palm Bay, FL 32907

Bankruptcy Case No.: 13-09182

Chapter 11 Petition Date: July 25, 2013

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

Judge: Karen S. Jennemann

Debtors' Counsel: R. Scott Shuker, Esq.
                  LATHAM SHUKER EDEN & BEAUDINE LLP
                  P.O. Box 3353
                  Orlando, FL 32802
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  E-mail: bknotice@lseblaw.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,
filed together with the petition, is available for free at
http://bankrupt.com/misc/flmb13-9182.pdf

The petition was signed by Sameet A. Patel, president.


LAZARUS HOLDINGS: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Lazarus Holdings, LLC
        5424 Deerbrooke Creek Circle, Unit 25
        Tampa, FL 33624

Bankruptcy Case No.: 13-09698

Chapter 11 Petition Date: July 25, 2013

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

Judge: Catherine Peek McEwen

Debtor's Counsel: Leon A. Williamson, Jr., Esq.
                  LEON A. WILLIAMSON, JR., P.A.
                  306 S. Plant Avenue, Ste. B
                  Tampa, FL 33606
                  Tel: (813) 253-3109
                  Fax: (813) 253-3215
                  E-mail: leon@lwilliamsonlaw.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
is available for free at http://bankrupt.com/misc/flmb13-9698.pdf

The petition was signed by Jarrod A. Lazarus, managing member.


LAZY DAYS: Judges May Issue Rulings for Use in Other Courts
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Court of Appeals in Philadelphia ruled
July 31 that a bankruptcy judge was entitled to reopen a closed
Chapter 11 case to issue an order interpreting a ruling during
bankruptcy and thereby short-circuit a lawsuit in state court.

Mr. Rochelle notes that the case is important because it gives
bankruptcy judges a green light to issue rulings interpreting
their own decisions for use in lawsuits pending in other courts.

According to the report, the opinion by the Third Circuit in
Philadelphia set aside a ruling from September by a Delaware
federal district judge who concluded that reopening a Chapter 11
case to write an opinion for use in a state court lawsuit amounted
to an advisory opinion where the bankruptcy court had no
jurisdiction.

The case involved Lazy Days' R.V. Center Inc., which 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 quickly ruled it was
proper to interpret the confirmation order and enforced a
provision that was "central" to the plan and confirmation order.
On appeal, district court reversed, saying it was an abuse of
discretion to reopen the case.

Writing for three judges on the appellate panel, Circuit Judge
Thomas M. Hardiman reinstated the ruling in bankruptcy court.
Judge Hardiman said the action in bankruptcy court was no advisory
opinion because the lower court "ordered the parties to do
something."  He went on to interpret Section 350(b) of the
Bankruptcy Code as giving the bankruptcy court "broad discretion"
to reopen closed cases.

The report relates that the district judge relied on the
proposition that the effect of an order in subsequent litigation
is normally decided by the court in the later lawsuit.  Judge
Hardiman, by contrast, said the bankruptcy judge was "well suited
to provide the best interpretation of his own order."  Rejecting
the notion the bankruptcy court was acting without jurisdiction,
Judge Hardiman ruled that the "bankruptcy court plainly had
jurisdiction to interpret and enforce its own prior orders."

The report discloses that in a final ruling of significance, Judge
Hardiman agreed with the U.S. Court of Appeals in Richmond,
Virginia, by saying that an adversary proceeding isn't required to
reopen a bankruptcy.  The July 30 reversal is important because
the district court judge had ruled that a bankruptcy court "should
not provide advisory opinions for state court litigants."

The appeal in the circuit court is Lazy Days' RV Center
Inc. v. I-4 Land Holdings Ltd. (In re Lazy Days' RV Center
Inc.), 12-4047, U.S. Court of Appeals for the Third Circuit.  The
appeal in district court was 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'S EGG: Updated Case Summary & Creditors' Lists
-----------------------------------------------------
Lead Debtor: Lehman's Egg Service, Inc., a Corporation
             1226 Kauffman Road West
             Greencastle, PA 17225

Bankruptcy Case No.: 13-03852

Chapter 11 Petition Date: July 25, 2013

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

Judge: Mary D. France

Debtors' Counsel: Markian R. Slobodian, Esq.
                  LAW OFFICES OF MARKIAN R. SLOBODIAN
                  801 North Second Street
                  Harrisburg, PA 17102
                  Tel: (717) 232-5180
                  Fax: (717) 232-6528
                  E-mail: law.ms@usa.net

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.
   ------                              --------
G. Buckwalter Family Limited
  Partnership                          13-03853
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Gregg A. Buckwalter, president and
partner.

A. Lehman's Egg Service did not file a list of its largest
unsecured creditors together with its petition.

B. G. Buckwalter Family Limited Partnership did not file a list of
its largest unsecured creditors together with its petition.


LIFE UNIFORM: Ombudsman Taps Womble Carlyle as Delaware Counsel
---------------------------------------------------------------
Boris Segalis, consumer privacy ombudsman for Life Uniform Holding
Corp., et al., asks the U.S. Bankruptcy Court for the District of
Delaware for permission to employ the law firm of Womble Carlyle
Sandridge & Rice, LLP as his Delaware counsel, effective as of
July 15, 2013.

Womble Carlyle will, among other things:

   a. investigate any proposed sale or lease of personally
      identifiable information by the Debtors;

   b. appearing before the Court relating to the proposed sale
      or lease of personally identifiable information by the
      Debtors; and

   c. providing advice on issues of bankruptcy law and
      procedure, including issues relating to sales under
      Bankruptcy Code Section 363, and the procedures applicable
      in the Court.

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

Womble Carlyle intends to apply to the Court for allowance of
compensation and reimbursement of expenses in accordance with
applicable provisions of the Bankruptcy Code, the Federal Rules of
Bankruptcy Procedure, and the Local Rules of the Court.

An Aug. 15, hearing at 11 a.m., has been set.  Objections, if any,
are due Aug. 8, at 4 p.m.

                         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: Taps Littler Mendelson as Special ERISA Counsel
-------------------------------------------------------------
Life Uniform Holding Corp., et al., ask the U.S. Bankruptcy Court
for the District of Delaware for permission to employ Littler
Mendelson P.C. as special ERISA counsel nunc pro tunc from
July 19, 2013, to Jan. 1, 2015.

Littler Mendelson will, among other things:

   -- advise on the termination of any employee benefit plans,
      including, but not limited to, a 401(k) plan and welfare
      benefit arrangement;

   -- advise on purchase agreement regarding employee benefit plan
      sponsored by the Debtors; and

   -- make communications with Trustee, the Debtors, the Debtors'
      counsel, buyer, buyer's counsel and service providers
      regarding the termination of any employee benefit plans.

The hourly rates of Littler Mendelson's personnel are:

         Shareholders               $480 - $660
         Of Counsel Associates      $340 - $500
         Paraprofessionals              $285

To the best of the Debtors' knowledge, Littler Mendelson is a
"disinterested person" 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.


LIN MEDIA: LIN TV Merger No Impact on Moody's 'B1' CFR
------------------------------------------------------
Moody's Investors Service said that the merger of LIN Media LLC
with LIN TV Corp., the former parent company of LIN Television
Corporation, has no immediate impact on LIN's B1 corporate family
rating or positive outlook since Moody's ratings already
incorporated the tax implications from the transaction.

LIN Television Corporation is headquartered in Providence, RI, and
owns or operates 43 network affiliated television stations plus 7
digital channels in 23 mid-sized U.S. markets ranked #22 to #189
reaching 10.5% of U.S. television households. The company's
digital media division operates from 28 markets including New York
City, Los Angeles, Chicago, and Austin. LIN is publicly traded
with HM Capital Partners LLC holding an approximate 43% economic
interest in LIN with roughly 70% of voting control being held by
HMC and Mr. Royal Carson III, a LIN director and advisor for HMC.
The company reported $635 million of net revenues for LTM ended
June 30, 2013 (includes New Vision Television since the
acquisition on October 12, 2012).


LOUIS PEARLMAN: Trustee's Bid for Jury Trial in BofA Suit Denied
----------------------------------------------------------------
Chief Bankruptcy Judge Karen S. Jennemann denied the request of
the Chapter 11 Trustee of Louis J. Pearlman, et al., for a jury
trial in the adversary complaint SONEET R. KAPILA, Plaintiff, v.
BANK OF AMERICA, N.A., Defendant, Adv. No. 6:09-AP-00054-KSJ
(Bankr. M.D. Fla.).

The complaint seeks recovery of alleged fraudulent transfers made
by the Debtors to the Defendant.

In a July 16, 2013 Memorandum Order available at
http://is.gd/MffJPnfrom Leagle.com, Judge Jennemann opined,
"Although the Trustee timely demanded a jury trial in this
adversary proceeding, the Defendant's Motion to Strike is granted.
The Trustee is bound by the Defendant's contractual waiver.   n
addition, under the theory that the legal fraudulent transfer
claim was 'converted' to a public right requiring resolution by an
equitable forum, the Trustee is not entitled to a jury trial
because of the Defendant's proof of claim and, more importantly,
his inherent role in adjusting the debtor-creditor relationship
between all parties involved in this Chapter 11 case."

                     About Louis Pearlman

Louis J. Pearlman started Trans Continental Records which managed
boy bands such as the Backstreet Boys, 'N Sync, O-Town, Lyte Funky
Ones (LFO), Take 5, Natural and US5.  Other artists on the Trans
Continental's label included Aaron Carter, Jordan Knight, C Note,
and Smilez & Southstar.

On March 1, 2007, creditors Tatonka Capital Corporation, First
National Bank & Trust Co. of Williston, and American Bank of St.
Paul, and Integra Bank filed an involuntary chapter 11 petition
against Mr. Pearlman and his company, Trans Continental Airlines,
Inc. (Bankr. M.D. Fla. Case Nos. 07-00761 and 07-00762).  The
creditors disclosed an aggregate of more than $40 million in
claims.

Fletcher Peacock, Esq., is Mr. Pearlman's legal counsel.

Tatonka Capital is represented by Derek F. Meek, Esq., and Robert
B. Rubin, Esq., at Burr & Forman LLP, and Richard B Webber, II,
Esq., Zimmerman Kiser & Sutcliffe PA.  First national Bank is
represented by Raymond V. Miller, Esq., at Gunster Yoakley &
Stewart PA, and Richard P. Olson, Esq., at Olson & Burns PC.
American Bank of St. Paul is represented by William P. Wassweiler,
Esq., at Rider Bennett LLP.  Integra bank is represented by
Lawrence E. Rifken, Esq., at McGuire Woods LLP.

Soneet R. Kapila, the Chapter 11 trustee appointed to oversee Mr.
Pearlman's estate, is represented by Denise D. Dell-Powell, Esq.,
and Jill E. Kelso, Esq., at Akerman Senterfitt, and Gregory M.
Garno, Esq., and Paul J. Battista, Esq., at Genovese Joblove &
Battista PA.


METROPLEX LUCKY: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Metroplex Lucky Star, LLC
          dba Valero Food Mart #3
        1800 N.E. Green Oaks Blvd.
        Arlington, TX 76006

Bankruptcy Case No.: 13-43374

Chapter 11 Petition Date: July 29, 2013

Court: United States Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  JOYCE W. LINDAUER, ATTORNEY AT LAW
                  8140 Walnut Hill Ln. Ste. 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034
                  E-mail: courts@joycelindauer.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 Mulaw W. Alemayehu, manager.


MF GLOBAL: Files Class Antitrust Suit Against Swap Banks
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that MF Global Capital LLC is the named plaintiff in a
class lawsuit filed last week accusing about a dozen major banks
of violating federal antitrust laws by restricting information
about credit-default swaps.

According to the report, the suit, filed in federal district court
in Chicago, is the fourth alleging antitrust violations by swap
dealers.  MF Global Capital is a subsidiary of MF Global Holdings
Ltd. The Chapter 11 plan for the companies was approved by the
bankruptcy court in April and implemented in June.

The antitrust case is MF Global Capital LLC v. Bank of
America Corp., 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 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.


MJK PROPERTIES: Case Summary & 18 Unsecured Creditors
-----------------------------------------------------
Debtor: MJK Properties, Inc.
        1440 Broadway
        Oakland, CA 94610

Bankruptcy Case No.: 13-44316

Chapter 11 Petition Date: July 28, 2013

Court: United States Bankruptcy Court
       Northern District of California (Oakland)

Debtor's Counsel: Selwyn D. Whitehead, Esq.
                  LAW OFFICES OF SELWYN D. WHITEHEAD
                  4650 Scotia Ave.
                  Oakland, CA 94605
                  Tel: (510) 632-7444
                  E-mail: selwynwhitehead@yahoo.com

Scheduled Assets: $288,545

Scheduled Liabilities: $4,639,579

A list of the Company's 18 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/canb13-44316.pdf

The petition was signed by Eui Youn Kang, president and chief
executive officer.


MOHEGAN TRIBAL: Moody's Rates New $425MM Sr. Notes Issue 'Caa1'
---------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to Mohegan Tribal
Gaming Authority's proposed $425 million senior unsecured notes
due 2021. MTGA's existing ratings were affirmed, including the
company's Caa1 Corporate Family Rating and Caa1-PD Probability of
Default Rating. The rating outlook is stable.

Proceeds from the proposed offering will be used to refinance
MTGA's $417.7 million 10.5% 3rd lien notes due 2016 (not-rated).
The Caa1 rating on the proposed notes, the same as MTGA's
Corporate Family Rating, considers the significant amount of debt,
both ahead and below of the proposed notes.

Ratings Rationale:

MTGA's Caa1 Corporate Family Rating considers the company's high
leverage with debt/EBITDA at almost 6.0 times, and significant
amount of debt that matures in 2015 when the company credit
facility matures. Also considered is Moody's view that MTGA will
continue to face significant earnings pressure from new
competition as more casinos are expected to open in the company's
primary and secondary feeder markets. These factors along with the
continued uncertainty regarding any material improvement in gaming
demand in the Northeastern U.S. is also a concern given the
importance of earnings growth to MTGA's ability to maintain a
viable capital structure over the longer-term. The ratings also
incorporate the unique risks common to Native American gaming
issuers which are largely a function of a tribe's status as a
sovereign entity.

Favorable rating consideration is given to cost saving initiatives
that were recently implemented that are expected to result in
approximately $30 million of savings during fiscal year 2013. Also
considered is the newly formed Mohegan Gaming Advisers, an
unrestricted subsidiary, to pursue gaming opportunities outside
the State of Connecticut, including management contracts and
consulting agreements for casino and entertainment properties in
the United States.

The stable outlook incorporates Moody's view that MTGA's lower
cost structure will provide the company with enough flexibility
and resources to deal with near-term competitive issues and demand
uncertainty. The stable outlook also anticipates that MTGA will
not have to rely on additional borrowing to fund growth related
capital expenditures and/or tribal distributions over the next two
years.

Ratings could go up if MTGA is able to further extend its debt
maturity profile as well as achieve and sustain a level of
earnings improvement that allows the company to reduce absolute
amounts of debt in the next 12-18 months above and beyond required
amortization amounts.

MTGA's ratings could also benefit from the expiration of the
relinquishment payments at the end of 2014 which would improve the
company's financial flexibility. The amount of flexibility it will
provide could be significant assuming MTGA is able to stabilize it
earnings. However, earnings declines over the next two years,
should they occur, would absorb some of this flexibility. As a
result, the timing and amount of rating benefit received from the
anticipated expiration of the relinquishment payment will depend
on the company's earnings performance during the next 12-18 month
period.

Ratings could go down if it appears MTGA's will not able to
further extend its debt maturity profile which Moody's believes
the company will have to address within the next 12 months.
Ratings could also be lowered if Moody's believes MTGA's earnings
will not improve at a pace that will support the company's
existing level of debt over the longer-term.

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.

MTGA owns and operates a gaming and entertainment complex located
near Uncasville, Connecticut, known as Mohegan Sun, and a gaming
and entertainment facility offering slot machines and harness
racing in Plains Township, Pennsylvania known as Mohegan Sun at
Pocono Downs. Net revenue for the latest 12-month period ended
June 30, 2013 was $1.3 billion.


NGPL PIPECO: Bank Debt Trades at 4% Off
---------------------------------------
Participations in a syndicated loan under which NGPL PipeCo LLC is
a borrower traded in the secondary market at 95.88 cents-on-the-
dollar during the week ended Friday, August 2, 2013 according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a decrease of 1.41
percentage points from the previous week, The Journal relates.
NGPL PipeCo LLC pays 550 basis points above LIBOR to borrow under
the facility.  The bank loan matures on May 4, 2018.  The bank
debt carries Moody's B2 rating and Standard & Poor's B rating.
The loan is one of the biggest gainers and losers among 249 widely
quoted syndicated loans with five or more bids in secondary
trading for the week ended Friday.

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


OCI BEAUMONT: S&P Assigns Preliminary 'B-' CCR; Outlook Stable
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its
preliminary 'B-' corporate credit rating to OCI Beaumont LLC
(OCI).  The outlook is stable.

At the same time, S&P assigned its preliminary 'B' issue rating
and preliminary '2' recovery rating to the company's proposed
$360 million first-lien term loan.  The term loan consists of two
tranches of $235 million and $125 million.  OCI plans to use
proceeds from the loan to refinance existing debt.  The
preliminary '2' recovery rating indicates S&P's expectation for
substantial recovery (70%-90%) in the event of a payment default.

"The rating on OCI reflects the company's highly leveraged
financial profile, including its very aggressive financial policy,
and its vulnerable business risk profile as a single-site producer
of commodity chemicals," said Standard & Poor's credit analyst
Paul Kurias.

The stable outlook reflects S&P's expectation that the company
will successfully execute on its proposed capital structure
including the proposed debt, revolving credit facility, and
extension of maturity of existing unrated debt.  S&P expects
EBITDA in 2013 will improve to levels around $150 million
reflecting a full year of near-capacity operations at the
company's recently refurbished plant.

S&P could lower ratings if the company is unable to implement its
proposed capital structure and is unable to extend its near-term
debt maturities.  S&P could also lower ratings if total debt to
EBITDA increases over 5x with no near-term prospects for
improvement.  Leverage could increase if debt levels increase to
fund shareholder rewards or growth, or if EBITDA declines in the
company's commodity businesses.  A decline in EBITDA to levels of
$100 million or lower under the current capital structure could
result in a lower rating.

S&P considers an upgrade over the next year unlikely given the
risks related to the company's asset concentration, absence of an
operating track record, and S&P's view of financial policy as very
aggressive.  S&P could consider an upgrade over the longer term if
the business risk profile improves as a result of geographic
diversification that reduces dependence on the company's key
manufacturing location, and if the company demonstrates in S&P's
view a more conservative financial policy.


OIL STATES: Spin-Off Plan Triggers Moody's Review for Downgrade
---------------------------------------------------------------
Moody's Investors Service placed Oil States International, Inc.'s
Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating
(PDR) and Ba3 senior unsecured note rating under review for
downgrade following an announcement that the company plans to
spin-off its accommodations business into a standalone publicly
traded company through a tax-free distribution to OIS'
shareholders. The spin-off is expected to close around mid-2014
and will be subject to receipt of an affirmative IRS ruling, SEC
review and OIS' final board approval.

Rating Actions:

Issuer: Oil States International, Inc.

  Corporate Family Rating, Placed on Review for Possible
  Downgrade, currently Ba2

  Probability of Default Rating, Placed on Review for Possible
  Downgrade, currently Ba2-PD

  Senior Unsecured Regular Bond/Debenture Jun 1, 2019, Placed on
  Review for Possible Downgrade, currently Ba3

  Senior Unsecured Regular Bond/Debenture Jan 15, 2023, Placed on
  Review for Possible Downgrade, currently Ba3

Outlook Actions:

Outlook, Changed To Rating Under Review From Positive

Ratings Rationale:

Following the separation of the accommodation business, OIS will
become a smaller and less diversified entity with a portfolio of
assets and services that have significantly less cash flow
stability and visibility and more commodity-like characteristics.
Operating margins will also take a hit given the accommodations
segment's track record of superior margin performance over OIS'
other businesses. The accommodations segment represented 50% of
operating income and 48% of assets in 2012. The split, however,
will help OIS focus on its core energy services segment that may
facilitate more efficient capital allocation and faster growth
over the long run.

At separation, if debt is allocated between the two companies in a
balanced manner leading to leverage near the 1.4x level, it is
unlikely that OIS' CFR will be lowered more than one notch.
However, it is difficult to project the exact post spin-off
capital structure based on information available now. Over the
next few months, Moody's review will focus on establishing: (i)
the timing and steps the company will take to complete the spin-
off; (ii) the likely level of debt and leverage at OIS; (ii) the
specific assets and liabilities that will get allocated; and (ii)
management and governance plans for the future.

The Ba2 Corporate Family Rating (CFR) reflects OIS' large scale
integrated accommodation service operations in Canada and
Australia that generate stable revenues under long-term contracts,
diversified service offerings to the oil and gas industry, global
scope of its growing offshore services business serving the more
durable deep water markets, and improving leverage. The rating
also considers the anticipated growth in the accommodations
segment through 2014 and the associated capital spending and
execution risks, the inherent volatility in the North American
drilling capex cycle, as well as the exposure to the cyclical
nature of the Canadian oil sands and Australian mining industries.

The principal methodology used in rating this issuer was the
Global Oilfield Services Rating 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.

Oil States International, Inc., headquartered in Houston, Texas,
manufactures, owns, and operates housing accommodations for the
oil and gas and mining industries, provides oilfield services for
North American onshore exploration and production companies, and
manufactures and services products used in offshore oil and gas
exploration and production.


ORECK CORP: Panel May Hire Lowenstein Sandler as Counsel
--------------------------------------------------------
The Bankruptcy Court authorized the Official Committee of
Unsecured Creditors in the Chapter 11 cases of Oreck Corporation,
et al., to retain Lowenstein Sandler LLP as counsel.

AS reported in the Troubled Company Reporter on June 24, 2013,
Sharon L. Levine, Esq., a partner at the firm, said Lowenstein
Sandler's hourly rates are:

         Partners                          $475 - $945
         Senior Counsel and Counsel        $385 - $685
         Associates                        $260 - $495
         Paralegals and Assistants         $155 - $260

To the best of the Committee's knowledge Lowenstein Sandler 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.

In July 2013, Royal Appliance Mfg. Co. (RAM), a subsidiary of the
TTI Group, finalized the purchase of Oreck Corp.'s assets.  The
Bankruptcy Court approved the sale on July 16, 2013.

Royal, the maker of Dirt Devil floor-care products, won the
auction for Oreck Corp.  The second-place bidder was the Oreck
family, which sold the business in a $272 million transaction in
2003.  The Oreck family made the first bid at auction at $21.9
million, including $14.5 million cash.

The terms of Royal's winning bid weren't disclosed publicly,
according to a Bloomberg News report.  Royal was acquired in 2003
by Hong Kong-based Techtronic Industries Co., the maker of Hoover
vacuum cleaners.


ORECK CORP: Pillsbury Winthrop to Handle FTC Matters
----------------------------------------------------
Oreck Corporation, et al., ask the U.S. Bankruptcy Court for the
Middle District of Tennessee for permission to employ Pillsbury
Winthrop Shaw Pittman LLP as special counsel to represent the
Debtors regarding matters with the Federal Trade Commission and
matters of Chinese corporate law during the pendency of the cases.

The current discounted rate for the services of Michael Sibarium,
partners, that will be the Debtor's main contact is $815.
Prepetition, Pillsbury was paid $10,000 as a prepetition retainer.

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

An Aug. 27, 2013, hearing at 9 a.m., has been set.  Objections, if
any, are due Aug. 12.

                        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.

In July 2013, Royal Appliance Mfg. Co. (RAM), a subsidiary of the
TTI Group, finalized the purchase of Oreck Corp.'s assets.  The
Bankruptcy Court approved the sale on July 16, 2013.

Royal, the maker of Dirt Devil floor-care products, won the
auction for Oreck Corp.  The second-place bidder was the Oreck
family, which sold the business in a $272 million transaction in
2003.  The Oreck family made the first bid at auction at $21.9
million, including $14.5 million cash.

The terms of Royal's winning bid weren't disclosed publicly,
according to a Bloomberg News report.  Royal was acquired in 2003
by Hong Kong-based Techtronic Industries Co., the maker of Hoover
vacuum cleaners.


PATRIOT COAL: Seeks to Avoid Violation of Loan Covenant
-------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Patriot Coal Corp. is soliciting consents from
lenders to modify covenants in the $802 million secured loan
financing the bankruptcy reorganization begun in July 2012.

According to the report, without an amendment, the coal producer
said, there could be a default by the third quarter of 2013
cutting off access the loan.  Patriot said in a court filing that
it's still negotiating with the United Mine Workers on consensual
modifications to wages and benefits even though the bankruptcy
court in St. Louis authorized the company to impose new contract
terms.

The report notes that for a third time, Patriot is seeking a
three-month expansion of the exclusive right to propose a Chapter
11 plan.  Patriot said the "continuous and sharp" decline in coal
prices has eroded cash flow so it may be unable to comply with a
$148 million cash-flow requirement for Sept. 30.  If approved by
the required number of lenders and authorized by the bankruptcy
court at an Aug. 20 hearing, the threshold would be lowered to
$65.2 million.  The company said it expects to complete the
consent solicitation by Aug. 6.

The report relates that the existing loan includes $500 million in
so-called new money.  The lenders providing the new money are
those whose consent is required.  The fees payable to the lenders
and the agent for the covenant modifications aren't being
disclosed publicly.  The bankruptcy judge in early May gave
Patriot the right to modify labor contracts and retiree health
benefits.  The United Mine Workers union appealed.

The report discloses that Patriot previously said it hoped to work
out consensual contract revisions with the union by the end of
July.  This time, Patriot isn't saying when talks might conclude
successfully.  Negotiations continue because the union has the
right to strike if Patriot imposes a contract without the workers'
consent.

At an Aug. 20 hearing, Patriot will ask the court to extend its
exclusive right to file a reorganization plan until Nov. 1.  In
its exclusivity motion, Patriot mentioned how talks are still
under way with Knighthead Capital Management LLC and Aurelius
Capital Management LP about a rights offering to supply some of
the financing to emerge from bankruptcy.  Patriot said it's also
talking with "certain other" unnamed parties.

                       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.


PENN NATIONAL: S&P Revises Outlook to Negative & Affirms 'BB' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Penn National Gaming Inc. to negative from stable, and affirmed
the 'BB' corporate credit rating.

"The revision of the outlook to negative from stable reflects our
expectation that Penn National is increasingly likely to complete
the planned spin-off of its real estate assets into a gaming-
focused REIT (Gaming & Leisure Properties Inc., or GLPI)," said
credit analyst Melissa Long.  Penn National has now received a
substantial number of regulatory approvals and believes no further
approvals will be required by 15 of the 27 regulatory agencies
that have jurisdiction over its gaming and racing operations.

Under the proposed transaction, Penn National will manage the
properties and pay GLPI a sizable rent payment, roughly equivalent
to half of its current cash flow base.  The planned spin-off will
increase Penn National's leverage to the high-5x area on a lease-
adjusted basis, weaker than where S&P generally expects Penn
National to maintain leverage at S&P's current 'BB' rating.  (The
company will enter into new financing agreements and refinance
existing debt as part of the transaction.)  Additionally, S&P
believes the large fixed rent expense will reduce operating
flexibility, potentially leading to greater operating volatility
in an economic downturn, and could result in a revision of S&P's
assessment of Penn National's business risk profile.

The current 'BB' corporate credit rating reflects S&P's assessment
of the company's financial risk profile as "aggressive" and its
business risk profile as "satisfactory."

S&P's assessment of Penn National's existing financial risk
profile as aggressive reflects the company's expansion-based
growth strategy and leverage of about 5x, as well as construction
and ramp-up risks associated with its development projects.  S&P's
expectation that Penn National will be able to fund most of its
development spending from internally generated cash flow and that
the company will generate relatively stable cash flow over the
near term, given its broad portfolio of regional gaming
properties, somewhat offsets the negative risk factors.

S&P's assessment of Penn National's current business risk profile
as satisfactory reflects the company's geographically diverse
portfolio of assets, experienced management team, solid operating
track record, and EBITDA margins that compare favorably with other
U.S. commercial gaming operators.  A portfolio with several
properties that are not leaders in competitive markets, and
increasing competitive pressures in some of Penn National's key
markets, somewhat offset the positive business risk factors.

In 2013, S&P expects EBITDA to grow about 10%.  This reflects
S&P's belief that the two casinos in Ohio, along with EBITDA from
the St. Louis casino acquired in 2012, will more than offset the
effects of additional competition surrounding some of Penn
National's other key properties.  Based on S&P's performance
expectations, S&P expects Penn National to improve leverage to
closer to 5x by the end of 2013, and S&P expects interest coverage
to remain strong at over 7x.  Given S&P's assessment of Penn
National's business risk profile, it expects leverage, including
the zero-coupon preferred equity, to track below 5x over time at
S&P's 'BB' rating on Penn National, although short-term spikes to
facilitate developments or acquisitions that S&P believes
strengthen Penn National's business profile would not lead to a
ratings change.

The negative rating outlook reflects S&P's belief that Penn
National's planned spin-off of its real estate assets into a REIT
is increasingly likely to occur, given that a significant number
of gaming jurisdictions have approved the transaction.

S&P could lower its ratings on Penn National if it completes the
transaction because of the resulting increase in leverage to the
high-5x area and S&P's view that the large fixed rent expense that
Penn National will pay to the REIT to manage the properties will
reduce its operating flexibility, potentially leading to greater
volatility of cash flows, particularly in an economic downturn.

While less likely, S&P could revise the outlook to stable if the
transaction were not completed in its current form for regulatory
or other reasons.


PMI GROUP: Reorganization Plan Confirmed July 25
------------------------------------------------
The U.S. Bankruptcy Court entered an order confirming the Plan of
Reorganization and related disclosure statement of The PMI Group,
Inc., on July 25, 2013.

The Plan provides for the resolution of outstanding claims against
the Debtor.  Among other things, the Plan provides that:

   (i) holders of allowed priority non-tax claims and holders of
       allowed secured claims will generally be paid in full;

  (ii) holders of allowed general unsecured claims, allowed senior
       notes claims and allowed subordinated note claims will
       receive their pro rata share of Creditor Cash, provided,
       however, that the receipt of Creditor Cash and New Common
       Stock by the holders of allowed subordinated note claims
       will be redistributed for the benefit of holders of allowed
       senior note claims due to subordination provisions
       applicable to the subordinated notes;

(iii) holders of allowed Convenience Claims will receive 90
       percent of the amount of those claims; and

  (iv) holders of equity interests in the Debtor will receive no
       distribution.

The Plan also includes certain releases, injunctions and
exculpation provisions.

At July 12, 2013, the Debtor had 197,078,767 shares of common
stock issued and outstanding.  Under the terms of the Plan, all
those shares of the Debtor's common stock and any other equity
interests in the Debtor will be cancelled on the effective date of
the Plan and shares of New Common Stock will be issued to certain
holders of allowed claims under the Plan.

A copy of the First Amended Plan is available for free at:

                        http://is.gd/cVonJh

A copy of the Disclosure Statement is available for free at:

                        http://is.gd/ahBrm1

A copy of the Confirmation Order is available for free at:

                        http://is.gd/vFec1d

                        About The PMI Group

The PMI Group, Inc., is an insurance holding company whose stock
had, until Oct. 21, 2011, been publicly-traded on the New York
Stock Exchange.  Through its principal regulated subsidiary, PMI
Mortgage Insurance Co., and its affiliated companies, the Debtor
provides residential mortgage insurance in the United States.

The PMI Group filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 11-13730) on Nov. 23, 2011.  In its schedules, the Debtor
disclosed $167,963,354 in assets and $770,362,195 in liabilities.
Stephen Smith signed the petition as chairman, chief executive
officer, president and chief operating officer.

The Debtor said in the filing that it does not have the financial
resources to pay the outstanding principal amount of the 4.50%
Convertible Senior Notes, 6.000% Senior Notes and the 6.625%
Senior Notes if those amounts were to become due and payable.

The Debtor is represented by James L. Patton, Esq., Pauline K.
Morgan, Esq., Kara Hammond Coyle, Esq., and Joseph M. Barry, Esq.,
at Young Conaway Stargatt & Taylor LLP.

The Official Committee of Unsecured Creditors appointed in the
case retained Morrison & Foerster LLP and Womble Carlyle Sandridge
& Rice, LLP, as bankruptcy co-counsel.  Peter J. Solomon Company
serves as the Committee's financial advisor.


PORCHLIGHT ENTERTAINMENT: Case Summary & 20 Unsecured Creditors
---------------------------------------------------------------
Debtor: Porchlight Entertainment, Inc.
        14724 Ventura Blvd., Suite 1105
        Sherman Oaks, CA 91403

Bankruptcy Case No.: 13-14983

Chapter 11 Petition Date: July 29, 2013

Court: United States Bankruptcy Court
       Central District of California (San Fernando Valley)

Debtor's Counsel: Mary D. Lane, Esq.
                  MITCHELL SILBERBERG & KNUPP LLP
                  11377 W Olympic Blvd.
                  Los Angeles, CA 90064-1683
                  Tel: (310) 312-2000
                  Fax: (310) 312-3100
                  E-mail: mal@msk.com

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

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

A list of the Company's 20 largest unsecured creditors, filed
together with the petition, is available for free at
http://bankrupt.com/misc/cacb13-14983.pdf

The petition was signed by Peter Bergmann, president of Porchlight
Worldwide, Inc.


PORTER BANCORP: Reports $1.7 Million Net Loss in Second Quarter
---------------------------------------------------------------
Porter Bancorp, Inc., reported a net loss available to common
shareholders of $1.68 million on $8.35 million of net interest
income for the three months ended June 30, 2013, as compared with
a net loss available to common shareholders of $319,000 on $10.79
million of net interest income for the same period during the
prior year.

For the six months ended June 30, 2013, the Company incurred a net
loss available to common shareholders of $2.21 million on $16.65
million of net interest income, as compared with net income
available to common shareholders of $661,000 on $22.24 million of
net interest income for the same period a year ago.

As of June 30, 2013, the Company had $1.07 billion in total
assets, $1.03 billion in total liabilities and $38.75 million in
stockholders' equity.

                           Consent Order

At June 30, 2013, PBI Bank's Tier 1 leverage ratio was 6.08
percent compared to 5.95 percent at March 31, 2013, and its Total
risk-based capital ratio was 10.60 percent at June 30, 2013,
compared to 10.29 percent at March 31, 2013, which are below the
minimums of 9.0 percent and 12.0 percent required by the Bank's
Consent Order.  At June 30, 2013, Porter Bancorp's leverage ratio
was 4.91 percent, compared with 4.91 percent at March 31, 2013,
and 4.50 percent at Dec. 31, 2012, and its Total risk-based
capital ratio was 10.46 percent compared with 10.16 percent at
March 31, 2013, and 9.81 percent at Dec. 31, 2012.

"We are continuing our efforts to strengthen our capital levels
and comply with the Consent Order.  Management and the Board of
Directors are evaluating appropriate strategies for increasing the
Company's capital in order to meet the capital requirements of our
Consent Order.  These include, among other things, a possible
public offering or private placement of common stock to new and
existing shareholders," the Company said in a press release.

Sandler O'Neill & Partners, LP, is acting as the Company's
financial advisor and assisting its Board in this evaluation.
According to the Company, asset quality remediation, capital
restoration, and lowering the risk profile of the Company continue
to be major objectives during 2013 as well as delivering quality
financial products and services to its customers throughout the
Commonwealth of Kentucky.

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

                        http://is.gd/KuhRlK

                       About Porter Bancorp

Porter Bancorp, Inc., is a bank holding company headquartered in
Louisville, Kentucky.  Through its wholly-owned subsidiary PBI
Bank, the Company operates 18 full-service banking offices in
12 counties in Kentucky.

Porter Bancorp disclosed a net loss of $32.93 million in 2012, a
net loss of $107.30 million in 2011 and a net loss of $4.38
million in 2010.

Crowe Horwath, LLP, in Louisville, Kentucky, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred substantial losses in 2012, 2011 and
2010, largely as a result of asset impairments.  In addition, the
Company's bank subsidiary is not in compliance with a regulatory
enforcement order issued by its primary federal regulator
requiring, among other things, increased minimum regulatory
capital ratios.  Additional significant asset impairments or
continued failure to comply with the regulatory enforcement order
may result in additional adverse regulatory action.  These events
raise substantial doubt about the Company's ability to continue as
a going concern.


PPL MONTANA: S&P Lowers Rating on $338MM Certs Due 2020 to 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its ratings on
PPL Montana LLC's $338 million (about $90 million outstanding)
pass-through certificates due 2020 to 'BB+' from 'BBB-'.  S&P also
assigned its '1' recovery rating to the debt (90% to 100% of
recovery of principal if a default occurs).  The outlook is
negative.

Ratings on PPL Montana reflect S&P's view of its low-cost
hydrogeneration plants and low debt levels on a dollar-per-
kilowatt (kW) basis.  Pressure on margins through 2015 from a
combination of weakening power prices in the Mid-Columbia market,
a larger merchant power market exposure, increasingly stringent
environmental regulations, and a weak economy in Montana offset
those strengths.  Although ultimate parent PPL Energy Supply LLC
provides liquidity support through a $100 million credit line, S&P
do not see PPL Montana as core to PPL's business strategy and are
no longer factoring parental support in the project's ratings.

The negative outlook reflects S&P's expectation that PPL Montana's
indenture-based fixed-charge coverage will decrease to about 2.0x
to 2.25x in 2014 from about 3.5x at year-end 2012.  S&P would
consider lowering the rating if the expected stand-alone credit
profile weakened further for 2014 and 2015 relative to the
measures outlined above.  This could occur as a result of
deteriorating power markets or operational setbacks.  S&P would
consider revising the outlook to stable if it projected greater-
than-expected improvement in measures or if it gained confidence
that the project would be able to weather the expected 2014-2015
trough.


PREMIER BEVERAGE: Restructures Defaulted Senior Secured Note
------------------------------------------------------------
On July 31, 2013, Premier Beverage Group Corp. released a letter
to shareholders from its President, Fouad Kallamni, which
highlights that the Company:

- Completed a financing to bring SEC filings current

- Restructured a senior secured note that had been in default

- Converted unsecured promissory notes into common stock

- Expects the arrival of OSO All Natural Energy Beverages in
September

- Will be current in all of its filings with the SEC within 30
days

The complete text of Mr. Kallamni's letter follows:

"Dear Shareholders,

I am pleased to report that in the second quarter of 2013 we
accomplished many strategic corporate activities that have
positioned Premier Beverage Group for growth.  We secured
sufficient capital to bring our public filings current and shortly
will return to fully reporting status under the securities laws.
We also restructured our outstanding senior secured promissory
note, which was technically in default, giving us adequate time to
execute upon our planned business objectives.

While we haven't disclosed much about OSO since the financing
challenges we experienced in 2012, I am pleased to report that OSO
continues to be offered in key accounts in New York City and that
we have been able to maintain many relationships that will be
important to our next phase.  To that end, we expect our new all-
natural formulated OSO Energy Beverages to be introduced in the
NYC market this September.  We plan to offer OSO and OSO Light in
8.4oz aluminum cans initially, with the sought-after glass bottle
OSO to be launched in 2014.  With our new product line, we plan to
build on our current distribution channels that service top NYC
on-premise accounts.  We have also identified certain national and
regional distribution relationships that we are evaluating to
introduce our products to retail.

On the corporate side, we expect to be current in our securities
filings no later than the end of August.  We have re-engaged our
auditors, Liebman Goldberg & Hymowitz, and are actively at work
preparing our audited financial statements for years ended
December 31, 2011 and December 31, 2012, along with all of the
quarterly filings through June 30, 2013.

With our focus solely on the initiatives above, we have put our
Captive Brands private label strategy on hold.  The previously
announced acquisition of Monsoon and True Colors brands from
Universal Brands did not close, and we are re-evaluating our
relationship with these brands and their captive retailers.

As we re-enter the market, I believe that OSO's superior taste and
uniqueness separate it from all other brands in the "energy drink"
space and set the stage for a true ultra premium experience.  I
thank you for your continued support of Premier Beverage Group and
look forward to keeping you posted on our progress.

Sincerely,

Fouad Kallamni
President
Premier Beverage Group Corp.

                  About Premier Beverage Group

Premier Beverage Group (otc pink:PBGC) --
http://www.premierbeveragegroup.com/-- is a holding company that
-- through its subsidiaries, OSO Beverages and Captive Brands --
owns, develops, markets and distributes premium functional
beverages. Premier Beverage Group's flagship brand, OSO, is a
premium energy beverage offered primarily in on-premise venues.
OSO, offered in both original and light flavors, is produced in
Austria using only the finest ingredients -- resulting in a clear,
crisp energy beverage and an up-market consumer experience.
Captive Brands provides a turnkey private label program for
retailers seeking to offer functional beverage and related
products.


PREMIER PAVING: Plan Confirmation Hearing Slated for Aug. 27
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado last month
entered an order approving the disclosure statement filed by
Premier Paving, Inc., in support of the Debtor's Third Amended
Plan of Reorganization dated July 9, 2013.

According to the July 11, 2013 order, ballots accepting or
rejecting the Plan must be submitted on or before 5:00 p.m. on
Aug. 16, 2013.  Any objection to confirmation of the Plan must be
filed no later than Aug. 16, 2013.

The hearing to confirm the Plan is set for Tuesday, Aug. 27, 2013,
at 9:00 a.m.

The Plan proposes a payment to unsecured creditors over time
through the Debtor's gross revenue.  The Debtor also proposes to
continue its efforts to sell the asphalt plant or restructure the
associated debt.  The Plan is also restructuring the secured debt
of its primary secured creditors.

According to papers filed with the Bankruptcy Court, the Plan is a
balance of the varying interests of the creditor body.  All
creditors, except for Suncor Energy (Class 12(b)) and the
convenience class (Class 12(a)), are paid over 7 years.  Suncor
Energy is paid at an accelerated rate (within 3 years of the
Effective Date) because Suncor Energy is the only provider of
asphalt cement in Colorado.

Insider Unsecured Claims in Class 12(d) will receive nothing.
Interest in the Debtor will retain their interests.

A copy of the Disclosure Statement for the Debtor's Third Amended
Plan of Reorganization is available at:

        http://bankrupt.com/misc/premierpaving.doc439.pdf

                       About Premier Paving

Headquartered in Denver, Colorado Premier Paving Inc. --
http://www.premierpavinginc.com/-- operates a full-service
highway construction company, which services include paving,
grading and milling, geo-textiles, trucking, traffic control and
quality control.  Premier Paving also owns and operates an asphalt
plant.

Premier Paving filed for Chapter 11 bankruptcy (Bankr. D. Colo.
Case No. 12-16445) on April 2, 2012.  Judge Michael E. Romero
presides over the case.  In its petition, the Debtor estimated up
to $50 million in assets and debts.  The petition was signed by
David Goold, treasurer.

Lee M. Kutner, Esq., at Kutner Miller Brinen, P.C., serves as the
Debtor's counsel.  Pinnacle Real Estate Advisors LLC provides
professional broker services related to the sale of certain of the
Debtor's real estate assets.  The Official Unsecured Creditors
Committee is represented by J. Brian Fletcher, Esq., at Onsager,
Staelin & Guyerson, LLC.


PREMIER PAVING: Wants Continued Access to Cash Until Sept. 1
------------------------------------------------------------
Premier Paving, Inc., asks the U.S. Bankruptcy Court for the
District of Colorado for authorization to continue using cash
collateral of Wells Fargo Bank, N.A., for an additional month
through Sept. 1, 2013, pursuant to the terms of the Stipulation of
Use of Cash Collateral entered into by the Debtor and Wells Fargo
dated July 26, 2013.

A copy of the Stipulation for Use of Cash Collateral is available
at http://bankrupt.com/misc/premierpaving.doc446.pdf

                       About Premier Paving

Headquartered in Denver, Colorado Premier Paving, Inc. --
http://www.premierpavinginc.com/-- operates a full-service
highway construction company, which services include paving,
grading and milling, geo-textiles, trucking, traffic control and
quality control.  Premier Paving also owns and operates an asphalt
plant.

Premier Paving filed for Chapter 11 bankruptcy (Bankr. D. Colo.
Case No. 12-16445) on April 2, 2012.  Judge Michael E. Romero
presides over the case.  In its petition, the Debtor estimated up
to $50 million in assets and debts.  The petition was signed by
David Goold, treasurer.

Lee M. Kutner, Esq., at Kutner Miller Brinen, P.C., serves as the
Debtor's counsel.  Pinnacle Real Estate Advisors LLC provides
professional broker services related to the sale of certain of the
Debtor's real estate assets.  The Official Unsecured Creditors
Committee is represented by J. Brian Fletcher, Esq., at Onsager,
Staelin & Guyerson, LLC.


PRORHYTHM INC: Del. Court Issues Revised Opinion on ReCor Lawsuit
-----------------------------------------------------------------
The Court of Chancery of Delaware entered a revised memorandum
opinion pertaining to ReCor Medical Inc.'s rightful ownership of
two patent applications on the use of ultrasound in renal
denervation to treat hypertension.

In a July 16, 2013 revised opinion available at
http://is.gd/DG1rwhfrom Leagle.com, the Court clarified that the
Defendants, who are former employees of ProRhythm Inc., are
enjoined from making further use of the technology claimed in the
applicable patents -- except to the extent that such technology
was in the public doman as of the filing date of such
rintellectual property -- and are ordered to take all necessary
steps to transfer to ReCor the applicable patents.

As reported in The Troubled Company Reporter on June 14, 2013, the
Court of Chancery of Delaware declared ReCor Medical as the
rightful owner of the '757 PCT patent application and the
patent applications from which the '757 PCT patent application
claims priority (i.e., the '429 and '618 patent applications).
ReCor acquired the patents from ProRhythm Inc., an insolvent
medical device company.

The case is RECOR MEDICAL, INC., a Delaware corporation,
Plaintiff, v. REINHARD WARNKING and SOUND INTERVENTIONS, INC., a
Delaware corporation, Defendants, C.A. No. 7387-VCN (Del. Ch.).

Daniel B. Rath, Esq., Rebecca L. Butcher, Esq., and K. Tyler
O'Connell, Esq., at Landis Rath & Cobb LLP, Wilmington,
Delaware; and John W. Holcomb, Esq. at Knobbe Martens Olson & Bear
LLP, Riverside, California, attorneys for ReCor.

Thomas M. Horan, Esq., at Womble Carlyle Sandridge & Rice, LLP,
Wilmington, Delaware; and Joseph N. Campolo Esq., and Eryn Y.
Deblois, Esq., at Campolo, Middleton & McCormick, LLP, in Bohemia,
New York, attorneys for Defendants.

Headquartered in Ronkonkoma, New York, ProRhythm Inc. --
http://www.prorhythm.com/-- developed medical H.I.F.U. products,
including a device for the treatment of atrial fibrillation.  The
company filed for Chapter 11 protection on Dec. 11, 2007 (Bankr.
D. Del. Case No. 07-11861).  Chun I. Jang, Esq., and Mark D.
Collins, Esq., at Richards, Layton & Finger, P.A., represented the
Debtor.  When the Debtor filed for protection form its creditors,
it disclosed estimated assets between $10 million and $50 million
and estimated debts between $1 million and $10 million.


QUANTUM FUEL: Stockholders Elect Two Directors
----------------------------------------------
Quantum Fuel Systems Technologies Worldwide, Inc., held its 2013
annual meeting of stockholders on July 25, 2013, at which the
stockholders:

(1) elected two Class III directors, Brian Olson and Carl E.
    Sheffer, to the Company's Board of Directors, to hold office
    until the 2016 annual meeting of stockholders or until his
    respective successor is duly elected and qualified;

(2) ratified the appointment of Haskell & White LLP as its
    independent registered public accounting firm for the fiscal
    year ending Dec. 31, 2013;

(3) approved a resolution authorizing the Company's Board of
    Directors, in its sole discretion, to implement a reverse
    stock split at a ratio in the range of 1-for-2 to 1-for-5 at
    any time prior to July 31, 2013;

(4) approved the compensation of the Company's named executive
    officers; and

(5) approved the proposal given the Company the authorization to
    adjourn the 2013 Annual Meeting if necessary to solicit
    additional proxies.

                         About Quantum Fuel

Lake Forest, Cal.-based Quantum Fuel Systems Technologies
Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced
vehicle propulsion systems, fuel storage technologies, and
alternative fuel vehicles.  Quantum's portfolio of technologies
includes electronic and software controls, hybrid electric drive
systems, natural gas and hydrogen storage and metering systems and
other alternative fuel technologies and solutions that enable fuel
efficient, low emission, natural gas, hybrid, plug-in hybrid
electric and fuel cell vehicles.

Quantum Fuel disclosed a net loss attributable to stockholders of
$30.91 million in 2012 and a net loss attributable to common
stockholders of $38.49 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $58.40 million in total assets,
$49.77 million in total liabilities and $8.62 million in total
stockholders' equity.

Haskell & White LLP, in Irvine, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company does not have sufficient existing sources of
liquidity to operate its business and service its debt obligations
for a period of at least twelve months.  These conditions, along
with the Company's working capital deficit and recurring operating
losses, raise substantial doubt about the Company's ability to
continue as a going concern.


QUEBECOR MEDIA: DBRS Confirms 'BB' Issuer Rating
------------------------------------------------
DBRS has confirmed Quebecor Media Inc.'s (QMI or the Company)
Issuer Rating at BB (low) and its Secured Bank Debt rating at BB
(high), with a recovery rating of RR1, and has downgraded the
Company's Senior Notes rating to B (high) from BB (low) based on
the Senior Notes' recovery prospects in a default scenario falling
from RR4 to RR5. These actions follow the Company's announcement
that it will raise approximately $350 million of Secured Bank
Debt. Concurrently, the Company is redeeming a portion of its
7.75% unsecured Senior Notes due 2016 with cash on hand.

Given that the Company is issuing Secured Bank Debt and
concurrently redeeming a portion of its unsecured Senior Notes at
the QMI holding company level, DBRS has concluded that holders of
the Senior Notes are now likely to recover between 10% and 30% of
their value in a default scenario (as opposed to 30% to 60% prior
to the Company's financing actions) - a level that corresponds
with a recovery rating of RR5. As such, in accordance with the
"DBRS Recovery Ratings for Non-Investment Grade Corporate Issuers"
criteria, DBRS has downgraded the Company's Senior Notes rating to
B (high) from BB (low), one notch below the Issuer Rating of BB
(low).


RADIOSHACK CORP: S&P Lowers Corporate Credit Rating to 'CCC'
------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Fort Worth, Texas-based RadioShack Corp. to 'CCC'
from 'CCC+'.  The outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's senior unsecured notes to 'CCC' from 'CCC+.'.  S&P's
recovery rating of '4' remains unchanged, which indicates its
expectation for average (30% to 50%) recovery in the event of a
payment default.

"The downgrade of RadioShack reflects our view that a default
could occur within 12 months, absent a major business turnaround
or increased liquidity.  The company's operating performance has
experienced steady deterioration over several quarters and we now
view liquidity as weak under our criteria," said credit analyst
Nalini Saxena.  "Our view incorporates an assumption of ongoing
tightening of vendor terms and outlays required to pursue the
roduct mix shift and store refresh initiatives designed to kick
start a revival of the business."

S&P's negative outlook on RadioShack Corp. reflects its view that
the company is dependent on progress with its strategic turnaround
to reverse the substantial decline in profitability and ongoing
cash use in order to avoid a financial restructuring.

S&P would lower the ratings if a default appears inevitable within
six months, absent significantly favorable changes.

S&P is unlikely to consider an upgrade in the near future.  Longer
term, S&P could consider raising the rating if there is a
transformative series of events--such as an overhaul of product
mix, a restoration of margins, and a return to sales growth--that
improve the company's competitive position and credit measures.
Improved liquidity would also be necessary.


READER'S DIGEST: Once Again Emerges From Bankruptcy
---------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Reader's Digest Association has emerged from
bankruptcy reorganizations twice in less than four years.

According to the report, the publisher on July 30 implemented the
Chapter 11 plan approved by the bankruptcy judge in a June 28
confirmation order.  The plan was mostly negotiated before the
filing in February.  The holders of what amounts to $465 million
in second lien floating-rate notes became the owners in exchange
for debt.

Approval of the new plan was facilitated by the lenders'
concession increasing the pot for unsecured creditors from
$500,000 to $3.88 million, raising the recovery from 0.1 percent
to 3 percent.  The plan lowered debt to about $100 million, an
80 percent reduction.

The report relates that the floating-rate notes last traded on
July 22 for 39 cents on the dollar, according to Trace, the bond-
price reporting system of the Financial Industry Regulatory
Authority.  The notes traded between 30 cents and 31 cents on
Feb. 19, the first reported trades after bankruptcy.

                     About Reader's Digest

Reader's Digest is a global media and direct marketing company
that educates, entertains and connects consumers around the world
with products and services from trusted brands.  For more than 90
years, the flagship brand and the world's most read magazine,
Reader's Digest, has simplified and enriched consumers' lives by
discovering and expertly selecting the most interesting ideas,
stories, experiences and products in health, home, family,
food, finance and humor.

RDA Holding Co. and 30 affiliates (Bankr. S.D.N.Y. Lead Case No.
13-22233) filed for Chapter 11 protection on Feb. 17, 2013,
with an agreement with major stakeholders for a pre-negotiated
chapter 11 restructuring.  Under the plan, the Debtor will issue
the new stock to holders of senior secured notes.

RDA Holding Co. listed total assets of $1,118,400,000 and total
liabilities of $1,184,500,000 as of the Petition Date.

Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the
Debtors.  Evercore Group LLC is the investment banker.  Epiq
Bankruptcy Solutions LLC is the claims and notice agent.

Reader's Digest, together with its 47 affiliates, first sought
Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-23529) Aug. 24,
2009 and exited bankruptcy Feb. 19, 2010.

The plan in the new Chapter 11 case provides that holders of
allowed general unsecured claims in such sub-class will receive
their pro rata share of the GUC distribution; holders of allowed
general unsecured claims of Reader's Digest will also receive
their pro rata share of the RDA GUC distribution and the senior
noteholder deficiency claims in such sub-class will be deemed
waived solely for purposes of participating in the GUC
distribution and the RDA GUC distribution.

The Official Committee of Unsecured Creditors is represented by
Otterbourg, Steindler, Houston & Rosen, P.C.  The Committee tapped
Alvarez & Marsal North America, LLC, as financial advisors.


REALAUCTION.COM LLC: Declared Bankruptcy After Patent Ruling
------------------------------------------------------------
Grant Street Group on Aug. 1 disclosed that Realauction.com, LLC
of Plantation, Florida declared bankruptcy after a federal judge
in Pittsburgh denied the company's request to reduce the amount
Realauction must pay to secure a jury award of $8.1 million to
Grant Street Group.

In June, a jury found Realauction guilty of willfully infringing a
Grant Street patent.  Realauction asked the court to stop Grant
Street from collecting the $8.1 million verdict pending further
rulings by the court on post-trial motions.  The court agreed to
do so provided Realauction pay $4.3 million by midnight on
July 31.  Instead, Realauction filed a petition on the night of
July 31 seeking bankruptcy protection.

The bankruptcy filing automatically halts Realauction's efforts to
overturn the verdict in favor of Grant Street Group.

                      About Grant Street Group

Grant Street Group -- http://www.GrantStreet.com-- has been
supplying software as a service to more than 4,300 government and
financial institution clients since 1997.  Grant Street is the
world's largest internet auctioneer, conducting online auctions of
bonds, notes, CDs, tax certificates, tax deeds, foreclosures and
other financial and legal instruments with a value exceeding $12
trillion. G rant Street Group is also the nation's only supplier
of fully-hosted tax billing, collection and cashiering software as
a service, including e-payment processing.


RENAISSANCE PROPERTIES: Case Summary & Unsecured Creditor
---------------------------------------------------------
Debtor: Renaissance Properties, LLC
        2510 E. South Blvd.
        Montgomery, AL 36116

Bankruptcy Case No.: 13-31936

Chapter 11 Petition Date: July 29, 2013

Court: United States Bankruptcy Court
       Middle District of Alabama (Montgomery)

Judge: Dwight H. Williams Jr.

Debtor's Counsel: Daniel Gary Hamm, Esq.
                  HAMM & WILKINS, P.C.
                  560 South McDonough St., Ste A
                  Montgomery, AL 36104
                  Tel: (334) 269-0269
                  Fax: (334) 323-5666
                  E-mail: dhamm@hammwilkins.com

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

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

The required list of 20 largest unsecured creditors contains only
one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
River Bank & Trust                               $24,902
7075 halcyon Park Drive
Montgomery, AL 36117

The petition was signed by Tony Richards, member.


RESIDENTIAL CAPITAL: Judge Rejects Intercompany Conflict Argument
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Residential Capital LLC's march toward an Aug. 21
hearing for approval of disclosure materials won't be delayed by
claims of junior secured creditors that settlements engrafted in
the reorganization plan don't give enough value for intercompany
claims.

According to the report, junior noteholders argued that lawyers
for ResCap and the creditors' committee have inherent conflicts of
interest and shouldn't be permitted to participate in disputes
regarding the value of intercompany claims.  U.S. Bankruptcy Judge
Martin Glenn rejected the argument at a hearing July 30.  He said
the noteholders were trying to "derail" the plan.

The report notes that the junior noteholders oppose the plan
because they aren't slated to be paid in full.  They say the value
of intercompany claims should result in full payment on their
debt.  ResCap's plan is based largely on a settlement where the
parent Ally Financial Inc. will pay $2.1 billion in return for a
release of claims.  Holders of ResCap's $2.15 billion in general
unsecured claims are in line for a 36.3 percent recovery,
according to the disclosure statement.  Unsecured creditors with
$2 billion in claims against the so-called GMACM companies are
slated to receive 30.1 percent.

                     About Residential Capital

Residential Capital LLC, the unprofitable mortgage subsidiary of
Ally Financial Inc., filed for bankruptcy protection (Bankr.
S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012.

Neither Ally Financial nor Ally Bank is included in the bankruptcy
filings.

ResCap, one of the country's largest mortgage originators and
servicers, was sent to Chapter 11 with 50 subsidiaries amid
"continuing industry challenges, rising litigation costs and
claims, and regulatory uncertainty," according to a company
statement.

ResCap disclosed $15.68 billion in assets and $15.28 billion in
liabilities at March 31, 2012.

Centerview Partners LLC and FTI Consulting are acting as financial
advisers to ResCap.  Morrison & Foerster LLP is acting as legal
adviser to ResCap.  Curtis, Mallet-Prevost, Colt & Mosle LLP is
the conflicts counsel.  Rubenstein Associates, Inc., is the public
relations consultants to the Company in the Chapter 11 case.
Morrison Cohen LLP is advising ResCap's independent directors.
Kurtzman Carson Consultants LLP is the claims and notice agent.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves
as counsel to Ally Financial.

ResCap sold most of the businesses for a combined $4.5 billion.
The Bankruptcy Court in November 2012 approved ResCap's sale of
its mortgage servicing and origination platform assets to Ocwen
Loan Servicing, LLC and Walter Investment Management Corporation
for $3 billion; and its portfolio of roughly 50,000 whole loans to
Berkshire Hathaway for $1.5 billion.

Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL
BANKRUPTCY NEWS.  The newsletter tracks the Chapter 11 proceeding
undertaken by affiliates of Residential Capital LLC and its
affiliates (http://bankrupt.com/newsstand/or 215/945-7000).


RESIDENTIAL CAPITAL: Creditors Slam Bondholders' 'Disruption'
-------------------------------------------------------------
Maria Chutchian of BankruptcyLaw360 reported that junior secured
noteholders in Residential Capital LLC's bankruptcy lost their bid
to disqualify ResCap attorneys in a dispute over intercompany
claims after a judge was unpersuaded by their argument that the
lawyers have a conflict of interest.

According to the report, U.S. Bankruptcy Judge Martin Glenn
rejected a motion from the ad hoc group of bondholders, who claim
to hold $2.2 billion in ResCap's debt, to issue an order directing
counsel for each of the bankrupt ResCap entities, the creditors'
committee and the chief restructuring officer to remain neutral.

ResCap's official committee of unsecured creditors says a request
by dissident bondholders to disqualify "conflicted" attorneys from
a fight over interest payments is driven by "a desire to create
maximum disruption," according to Joseph Checkler writing for Dow
Jones' DBR Small Cap.

                     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).


RESPONSE BIOMEDICAL: VP Human Resources' Employment Terminated
--------------------------------------------------------------
Patricia Massitti's employment with Response Biomedical Corp. as
vice president of Human Resources & Corporate Communications
terminated.

In connection with her departure, Ms. Massitti and the Company
have agreed to enter into a separation agreement and mutual
release pursuant to which the Company and Ms. Massitti have agreed
as follows:

   (i) Ms. Massitti's employment with the Company will be
       terminated effective as of July 18, 2013;

  (ii) Ms. Massitti's base salary and regular group benefits
       (excluding her long term disability coverage which
       terminated effective of the date of the Separation
       Agreement) will continue to be paid for a period of 10
       months until May 10, 2014, unless Ms. Massitti obtains new
       employment during the Salary Continuance Period;

(iii) options granted to Ms. Massitti will continue to vest and
       be exercisable in accordance with the terms of the stock
       option plan and the terms of the Company's incentive stock
       option plan until the earlier of the end of the Salary
       Continuance Period and the date Ms. Massitti obtains new
       employment; and

  (iv) the Company will reimburse Ms. Massitti for legal fees
       incurred in relation to the termination of her employment
       up to a maximum of $3,000.

                      About Response Biomedical

Based in Vancouver, Canada, Response Biomedical Corporation
develops, manufactures and sells diagnostic tests for use with its
proprietary RAMP(R) System, a portable fluorescence immunoassay-
based diagnostic testing platform.  The RAMP(R) technology
utilizes a unique method to account for sources of error inherent
in conventional lateral flow immunoassay technologies, thereby
providing the ability to quickly and accurately detect and
quantify an analyte present in a liquid sample.  Consequently, an
end-user on-site or in a point-of-care setting can rapidly obtain
important diagnostic information.  Response Biomedical currently
has thirteen tests available for clinical and environmental
testing applications and the Company has plans to commercialize
additional tests.

Response Biomedical disclosed a net loss and comprehensive loss of
C$5.28 million on C$11.75 million of product sales for the year
ended Dec. 31, 2012, as compared with a net loss and comprehensive
loss of C$5.37 million on C$9.02 million of product sales during
the prior year.  The Company incurred a C$10.08 million net loss
and comprehensive loss in 2010.

"We have incurred significant losses to date.  As at December 31,
2012, we had an accumulated deficit of $112,171,008 and have not
generated positive cash flow from operations.  Accordingly, there
is substantial doubt about our ability to continue as a going
concern.  We may need to seek additional financing to support our
continued operation; however, there are no assurances that any
such financing can be obtained on favorable terms, if at all.  In
view of these conditions, our ability to continue as a going
concern is dependent upon our ability to obtain such financing
and, ultimately, on achieving profitable operations," according to
the Company's annual report for the period ended Dec. 31, 2012.

The Company's balance sheet at March 31, 2013, showed C$14.65
million in total assets, C$23.68 million in total liabilities and
a C$9.02 million total shareholders' deficit.


REVSTONE INDUSTRIES: Creditors Buck Hiring of Jacobs, Much Shelist
------------------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that the creditors
committee in the Revstone Industries LLC bankruptcy case objected
to the company hiring law firms Much Shelist PC and Jacobs
Associates, arguing that it's not clear who they'll be working
for, and whether their retentions would create a conflict of
interest.

According to the report, the official committee of unsecured
creditors said Metavation LLC -- a subsidiary of the auto parts
conglomerate that filed for bankruptcy protection, but does not
have a case jointly administered with its parent -- also requested
court approval to hire the professionals.

          About Revstone Industries, Greenwood Forgings,
                      & US Tool & Engineering

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

A motion for joint administration of the cases has been filed.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.


REVSTONE INDUSTRIES: Unit Unveils Pact With Chrysler, GM
--------------------------------------------------------
Matt Chiappardi of BankruptcyLaw360 reported that Revstone
Industries LLC's bankrupt subsidiary unveiled details about a sale
support agreement with General Motors Co. and Chrysler Group Inc.
that is designed to keep the debtor in business as the days count
down to its proposed $25 million stalking horse sale to Dayco.

According to the report, Metavation Inc.'s bankruptcy court motion
did not include all of the precise figures comprising the
agreement, but did outline the general idea behind the proposed
pact among the debtor, Revstone, some of its nondebtor affiliates
and the automakers.

          About Revstone Industries, Greenwood Forgings,
                      & US Tool & Engineering

Lexington, Kentucky-based Revstone Industries LLC, a maker of
truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case
No. 12-13262) on Dec. 3, 2012.  Judge Brendan Linehan Shannon
oversees the case.  In its petition, Revstone estimated under
$50 million in assets and debts.

Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del.
Case No. 12-13263) on Dec. 3, 2012.

Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No.
13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No.
13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013.
Judge Shannon also oversees the cases.

A motion for joint administration of the cases has been filed.

Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy
counsel to Greenwood and US Tool.  Greenwood estimated $1 million
to $10 million in assets and $10 million to $50 million in debts.
US Tool & Engineering estimated under $1 million in assets and
$1 million to $10 million in debts.  The petitions were signed by
George S. Homeister, chairman.

Metavation, also known as Hillsdale Automotive, LLC, joined parent
Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No.
13-11831) to sell the bulk of its assets to industry rival Dayco
for $25 million, absent higher and better offers.


RG STEEL: Seeks Review of Ruling Allowing Caruso as Substitute
--------------------------------------------------------------
A group of RG Steel creditors filed court papers in connection
with its appeal of a bankruptcy judge's decision that authorized
the company's CEO to act on behalf of RG Steel Wheeling LLC under
a trust agreement.

In the July 29 filings, the group led by Richard Carter wanted a
district court in Delaware to review whether U.S. Bankruptcy Judge
Kevin Carey erred in authorizing RG Steel CEO Richard Caruso to
act on behalf of the steel maker in order to direct PNC Bank N.A.
to return the funds held in trust by the bank.

The group also wanted to review whether Judge Carey erred in
directing RG Steel to maintain distribution of, or proceeds from,
the trust assets in an escrow account, subject to an agreement
with Wilmington Trust or another third-party escrow agent.

RG Steel Wheeling, as successor to Wheeling-Pittsburgh Steel
Corp., is a party to a 1990 agreement between WPSC and PNC Bank
N.A.  The companies signed the agreement to establish the trust to
hold and distribute funds held in connection with WPSC's employee
benefit plans.

                          About RG Steel

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

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

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

Judge Kevin J. Carey presides over the case.

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

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

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

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

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


ROCKWOOD SPECIALTY: Moody's Keep Ba1 Rating over Subsidiary Sale
----------------------------------------------------------------
Moody's Investors Service said Rockwood Specialty Group, Inc.'s
(Rockwood, Ba1 stable) ratings are unchanged following the firm's
announcement that it has reached an agreement to sell its Clay
Based Additives business to ALTANA Group for a purchase price of
$635 million.

Rockwood Specialties Group, Inc., headquartered in Princeton, New
Jersey, is a wholly owned subsidiary of Rockwood Holdings, Inc.
(Ticker: ROC). Rockwood produces of a variety of specialty
chemicals and advanced materials, including pigments, additives,
surface treatment chemicals, ceramics, and lithium. Revenues were
$3.5 billion for the year ended March 31, 2013.


ROTECH HEALTHCARE: Exit Financing Letters, Seal Approved
--------------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Rotech Healthcare's motion to (a) enter into exit financing
commitment letters and related fee letter; (b) incur and pay
certain fees and/or premiums, indemnities, costs and expenses in
connection therewith and (c) file the fee letter under seal.

As previously reported, "The Debtors and their advisors, in
consultation with representatives of the consenting second lien
noteholders, determined the Debtors would require aggregate
funding of $332.5 million along with a $25 million revolving
facility to consummate the Plan and provide sufficient liquidity
to fund the Debtors' post-emergence operations, all in the form of
the Exit Facilities...As more fully set forth in the Commitment
Letters, it is contemplated that on the effective date of the Plan
(the 'Effective Date'), the reorganized Debtors will enter into
(i) the First Lien Credit Facilities comprised of a $25 million
Revolving Facility, a $100 million TLA Facility, and a $75 million
TLB Facility, and (ii) the Second Lien Credit Facility comprised
of $157.5 million term loan."

                      About Rotech Healthcare

Based in Orlando, Florida, Rotech Healthcare Inc. (NASDAQ: ROHI)
-- http://www.rotech.com/-- provides home medical equipment and
related products and services in the United States, with a
comprehensive offering of respiratory therapy and durable home
medical equipment and related services.  The company provides
equipment and services in 48 states through approximately 500
operating centers located primarily in non-urban markets.

The Company reported a net loss of $14.76 million in 2011, a net
loss of $4.20 million in 2010, and a net loss of $21.08 million
in 2009.

The Company's balance sheet at Sept. 30, 2012, showed
$255.76 million in total assets, $601.98 million in total
liabilities, and a $346.22 million total stockholders' deficiency.

On April 8, 2013, Rotech Healthcare and 114 subsidiary companies
filed petitions seeking relief under chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 13-10741) to implement a pre-
arranged plan negotiated with secured lenders.

Attorneys at Proskauer Rose LLP, and Young, Conaway, Stargatt &
Taylor serve as counsel to the Debtors; Foley & Lardner LLP is the
healthcare regulatory counsel; Akin Gump Strauss Hauer & Feld LLP
is the special healthcare regulatory counsel; Barclays Capital
Inc. is the financial advisor; Alix Partners, LLP is the
restructuring advisor; and Epiq Bankruptcy Solutions LLC is the
claims agent.

Prepetition term loan lender and DIP lender Silver Point Capital
and other consenting noteholders are represented by Wachtell,
Lipton, Rosen & Katz, and Richards Layton & Finger PA.

The U.S. Trustee at the end of April appointed an official
committee of equity holders.  Members include Alden Global
Recovery Master Fund LP, Varana Capital Master LP, Wynnefield
Partners Small Cap Value LP I, Bastogne Capital Partners, LP, and
Kenneth S. Grossman P.C. Pension Plan.

The plan is supported by holders of a majority of the first- and
second-lien secured notes.  The $290 million in 10.5 percent
second-lien notes are to be exchanged for the new equity.  Trade
suppliers are to be paid in full, if they agree to continue
providing credit.  The existing $23.5 million term loan would be
paid in full, and the $230 million in 10.75 percent first-lien
notes will be amended.

The Official Committee of Unsecured Creditors tapped Otterbourg,
Steindler, Houston & Rosen, P.C., as counsel; Buchanan Ingersoll &
Rooney PC as Delaware counsel; and Grant Thornton LLP as financial
advisor.


SANUWAVE HEALTH: Obtains $1.6 Million from Units Offering
---------------------------------------------------------
SANUWAVE Health, Inc., has sold approximately $1.6 million in
Units, with each Unit consisting of one share of common stock and
a warrant to purchase one-half share of common stock, in a public
offering which closed on July 25, 2013.  The price per Unit is
$0.55.  The approximately 2.9 million Units separated immediately
and the common stock and warrants were issued separately.  The
approximately 1.45 million warrants have an exercise price of
$0.80 per share and are exercisable during the five-year period
beginning on the date of issuance.

The Company plans to use the net proceeds from the offering
primarily for expenses related to its dermaPACE(R) clinical trial
for treating diabetic foot ulcers in the United States and other
general corporate purposes.

CIM Securities, LLC, served as placement agent for the offering.

                       About SANUWAVE Health

Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global
regenerative medicine company focused on the development and
commercialization of noninvasive, biological response activating
devices for the repair and regeneration of tissue, musculoskeletal
and vascular structures.

BDO USA, LLP, in Atlanta, Georgia, 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, has a net
working capital deficit, and is economically dependent upon future
issuances of equity or other financing to fund ongoing operations,
each of which raise substantial doubt about its ability to
continue as a going concern.

SANUWAVE Health reported a net loss of $6.40 million on $769,217
of revenue for the year ended Dec. 31, 2012, as compared
with a net loss of $10.23 million on $802,572 of revenue in 2011.
The Company's balance sheet at March 31, 2013, showed $2.33
million in total assets, $13.64 million in total liabilities and a
$11.31 million total stockholders' deficit.


SARKIS INVESTMENTS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Sarkis Investments Company, LLC
        2600 W. Olive Street, Suite 500
        Burbank, CA 91505

Bankruptcy Case No.: 13-29180

Chapter 11 Petition Date: July 29, 2013

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

Debtor's Counsel: Ashley M. McDow, Esq.
                  BAKER & HOSTETLER, LLP
                  12100 Wilshire Boulevard, 15th Floor
                  Los Angeles, CA 90025
                  Tel: (310) 820-8800
                  Fax: (310) 820-8859
                  E-mail: amcdow@bakerlaw.com

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

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

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

The petition was signed by Pamela Muir, manager.


SCOOTER STORE: Pays Off Loan, Seeks More Exclusivity
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Scooter Store Inc. for the first time is seeking an
expansion of the exclusive right to propose a reorganization plan.
At the Aug. 19 hearing, the company will ask the judge to preclude
anyone else from filing a plan before Nov. 11.

According to the report, the bankruptcy was being financed with a
$10 million secured loan provided by second-lien creditor Crystal
Financial LLC.  Last week, the company was authorized to use
excess cash to pay off and terminate the financing.  The business
will be sold at auction on Aug. 6.  A hearing for sale approval is
set for Aug. 19.  No buyer was under contract when the court in
Delaware approved auction procedures.

On July 31, the bankruptcy court extended the interim right to use
secured lenders' cash collateral until the Aug. 19 hearing.

                      About The Scooter Store

The Scooter Store is a supplier of power mobility solutions,
including power wheelchairs, scooters, lifts, ramps, and
accessories.  The Scooter Store's products and services provide
today's seniors and disabled persons potential alternatives to
living in nursing homes or other care facilities.  Headquartered
in New Braunfels, Texas, the Scooter Store has a nationwide
network of distribution centers that service products owned or
leased by the Company's customers.  It has 57 distribution
centers in 41 states.

Scooter Store Holdings Inc., and 71 affiliates filed for Chapter
11 bankruptcy (Bankr. D. Del. Lead Case No. 13-10904) in
Wilmington.  The closely held company listed assets of less than
$10 million and debt of more than $50 million.

Affiliates of private equity firm Sun Capital Partners, based in
Boca Raton, Florida, purchased a majority voting interest in the
debtors in 2011.  Scooter Store is 66.8 percent owned by Sun
Capital Partners Inc., owed $40 million on a third lien.  In
addition to Sun's debt and $25 million on a second lien owing to
Crystal Financial LLC, there is a $25 million first-lien revolving
credit owing to CIT Healthcare LLC as agent.  Crystal is providing
$10 million in financing for bankruptcy.


SMALL TOWN: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Small Town Dream Homes, LLC
        4050 West Costco Drive
        Tucson, AZ 85741

Bankruptcy Case No.: 13-12978

Chapter 11 Petition Date: July 29, 2013

Court: United States Bankruptcy Court
       District of Arizona (Prescott)

Judge: Daniel P. Collins

Debtor's Counsel: James M. McGuire, Esq.
                  DAVIS MILES MCGUIRE GARDNER, PLLC
                  80 E. Rio Salado Parkway, Suite 401
                  Tempe, AZ 85281
                  Tel: (480) 733-6800
                  Fax: (480) 733-3748
                  E-mail: jmcguire@davismiles.com

Scheduled Assets: $0

Scheduled Liabilities: $1,393,100

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/azb13-12978.pdf

The petition was signed by D. Michael Romano, trustee.


SMILE BRANDS: Moody's Rates New Senior Debt Facility 'B1'
---------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Smile Brands
Group Inc.'s proposed senior secured credit facilities, including
a $50 million senior secured revolving credit facility (undrawn at
close) expiring 2018 and a $260 million senior secured term loan
due 2019. At the same time, Moody's affirmed Smile Brands' B3
Corporate Family Rating and B3-PD Probability of Default Rating.
The rating outlook has been revised to stable from negative.

The proceeds from the new credit facilities will be used to
refinance in full all amounts outstanding under the company's
existing credit facilities and pay related transaction fees and
expenses.

Moody's assigned the following ratings:

  $50 million senior secured revolver due 2018, B1 (LGD 3, 32%)

  $260 million senior secured first lien term loan due 2019, B1
  (LGD 3, 32%)

Moody's expects to withdraw the following ratings upon close of
the transaction:

  $35 million senior secured revolving credit facility due 2015,
  B1 (LGD 3, 31%)

  $240 million senior secured term loan B due 2017, B1 (LGD 3,
  31%)

Ratings affirmed:

  Corporate Family Rating at B3

  Probability of Default Rating at B3-PD

The rating outlook has been changed to stable from negative.

All ratings are subject to review of final documentation.

Ratings Rationale:

Smile Brands' B3 Corporate Family Rating reflects the company's
relatively small size, high financial leverage, and weak cash flow
and interest coverage metrics due to the company's aggressive
growth strategy. Also constraining the rating is the high
proportion of patient out-of-pocket expenses, exposing the company
to economic cycles and consumer spending patterns. The ratings
also incorporate Moody's expectation of continued expansion
activity over the intermediate-term, a strategy that the rating
agency expects to continue to constrain profitability margins and
free cash flow. The ratings are supported by Smile Brands' strong
market position as one of the largest dental service organizations
(DSO) in the United States, maintaining leading competitive
positions across many of its primary markets. Smile Brands' credit
profile also benefits from the company's ability to reduce its
pace of new office growth, if necessary, which would allow it to
generate free cash flow that could be used to reduce debt.

The revision of the rating outlook to stable from negative
reflects company's improved liquidity and debt maturity profile
following the proposed refinancing transaction, as well as the
stabilization of earnings during the first half of 2013 following
a number of operating challenges in 2012 which constrained
earnings and cash flow. The stable outlook reflects Moody's
expectation that the company's financial leverage will remain high
over the next 12 to 18 months, offset by Moody's expectation that
the company will achieve low-to-mid-single-digit earnings growth
supported by flat to low-single digit same-store sales growth and
continued de novo office expansion.

The ratings could be downgraded if the company's liquidity profile
or key credit metrics deteriorate, or if the company undertakes
material debt-financed acquisitions or shareholder initiatives.
While a rating upgrade over the near to intermediate term is
unlikely, the ratings could be upgraded if the company can
demonstrate revenue and EBITDA growth such that debt to EBITDA is
sustained below 5.5 times, and EBITDA minus capital expenditures
to interest expense is maintained above 1.2 times.

The principal methodology used in rating Smile Brands Group Inc.
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.

Headquartered in Irvine, California, Smile Brands Group Inc. is a
leading dental service organization in the United States. Through
its owned subsidiaries and affiliated professional corporations
(PCs), the company provides comprehensive business support
services, non-clinical personnel, facilities and equipment to
dentists. Dentists are at-will employees of the PCs, where the PCs
own the medical records, patient lists, and operating records. The
company's services support more than 1,300 dentists and hygienists
practicing in 369 offices nationally. Smile Brands' primary equity
sponsor is Welsh, Carson, Anderson & Stowe. For the twelve months
ended June 30, 2013, the company generated revenues of
approximately $500 million.


SPRINGLEAF FINANCE: Prepays $235MM Under 2011 Credit Agreement
--------------------------------------------------------------
Springleaf Financial Funding Company, as borrower, prepaid,
without penalty or premium, $235,062,500 under its Amended and
Restated Credit Agreement, dated as of May 10, 2011, with Bank of
America, N.A., and the other lenders party thereto, et al.
Following the prepayment, the current outstanding principal amount
under the credit agreement is approximately $1.800 billion.

                     About Springleaf Finance

Evansville, Indiana-based Springleaf Finance Corporation is a
financial services holding company with subsidiaries engaged in
the consumer finance and credit insurance businesses.  The Company
provides secured and unsecured personal loans to customers who
generally need timely access to cash and also offers associated
insurance products.  At Dec. 31, 2012, SLFC had $11.7 billion of
net finance receivables due from over 973,000 customer accounts
and $3.4 billion of credit and non-credit life insurance policies
in force covering over 630,000 customer accounts.

At Dec. 31, 2012, the Company had 852 branch offices in the United
States, Puerto Rico, and the U.S. Virgin Islands.

Springleaf Finance reported a net loss of $220.7 million on net
interest income (before provision for finance receivable losses)
of $625.3 million in 2012, compared with a net loss of
$224.7 million on net interest income (before provision for
finance receivable losses) of $601.2 million in 2011.

                          *     *     *

As reported in the TCR on March 3, 2013, Standard & Poor's Ratings
Services splaced its ratings on SLFC, including its 'CCC/C' issuer
credit ratings, on CreditWatch with positive implications.


SUN BANCORP: Keith Stock Appointed as Director
----------------------------------------------
Sun Bancorp, Inc., has appointed Keith Stock as a director of the
Company, subject to the non-objection of the Board of Governors of
the Federal Reserve System.  Mr. Stock is expected to be seated as
a director of the Company following the receipt of non-objection
of the FRB.  It is preliminarily anticipated that Mr. Stock will
be appointed to the Audit Committee of the board of directors.
Mr. Stock is expected to receive customary board and committee
fees.

Mr. Stock was also appointed as a director of Sun National Bank,
the Company's wholly-owned subsidiary, subject to the non-
objection of the Office of the Comptroller of the Currency.  Mr.
Stock is expected to be seated as a director of the Bank following
receipt of non-objection of the OCC.

Mr. Stock is a managing director of C&Co/PrinceRidge LLC, a full
service investment bank.  He also serves as chairman and chief
executive officer of First Financial Investors, Inc., a financial
services investment firm, and senior executive advisor with The
Brookside Group, a private investment firm.

Previously, from 2009 to 2011, Mr. Stock served as senior managing
director and chief strategy officer of TIAA-CREF.  He was a member
of the Office of the CEO with responsibility for corporate
development and strategy.  From 2004 until 2008, Mr. Stock served
as president of MasterCard Advisors, LLC, the professional
services business of MasterCard Worldwide.  He was a member of the
MasterCard Operating Committee and Management Council.  Mr. Stock
previously served as chairman and chief executive officer of St.
Louis Bank, FSB and First Financial Partners Fund I, LP, a private
equity firm, chairman of Treasury Bank, Ltd, and as a director of
Severn Bancorp, Inc., and Severn Savings Bank.

Earlier in his career, Mr. Stock was a partner with McKinsey &
Company, a senior officer of A.T. Kearney, and financial services
sector executive with Capgemini and Ernst & Young.  He began his
career with the Mellon Bank (now Bank of New York Mellon).

Mr. Stock is a director of the Foreign Policy Association,
Independence Bancshares, Inc., and Alcar, LLC, a privately owned
bank holding company.  He is a member of the Economic Club of New
York, the Advisory Board of the Institute for Ethical Leadership
of Rutgers University Business School, and the International
Trustee Election Commission of AFS Intercultural Programs, Inc.
(formerly known as the American Field Service).  He received his
undergraduate degree from Princeton University and his M.B.A in
finance from The Wharton School, University of Pennsylvania.

                          About Sun Bancorp

Sun Bancorp, Inc. (NASDAQ: SNBC) is a $3.23 billion asset bank
holding company headquartered in Vineland, New Jersey, with its
executive offices located in Mt. Laurel, New Jersey.  Its primary
subsidiary is Sun National Bank, a full service commercial bank
serving customers through more than 60 locations in New Jersey.

On April 15, 2010, Sun National Bank entered into a written
agreement with the OCC which contained requirements to develop and
implement a profitability and capital plan which provides for the
maintenance of adequate capital to support the Bank's risk profile
in the current economic environment.

As of June 30, 2013, the Company had $3.20 billion in total
assets, $2.94 billion in total liabilities and $261.66 million in
total shareholders' equity.


STANDARD PACIFIC: Moody's Ups CFR to B2 & Rates $250MM Notes B2
---------------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Standard Pacific Corp. to B2 from B3 and the Probability of
Default Rating to B2-PD from B3-PD. Concurrently, Moody's assigned
a B2 rating to the proposed $250 million unsecured notes offering
and upgraded all of its existing senior unsecured notes to B2 from
B3. The Speculative-Grade Liquidity rating was affirmed at SGL-2.
The ratings outlook was changed to stable from positive.

The proceeds from the proposed $250 million unsecured note
offering will be used for general corporate purposes including
land acquisition and development, home construction and other
related purposes. This transaction is expected to increase pro
forma adjusted debt leverage to about 58% from 54%.

The upgrade of the Corporate Family Rating reflects the
expectation that Standard Pacific's credit metrics continue to
improve as the homebuilding industry strengthens. Moody's
anticipates that Standard Pacific's adjusted homebuilding debt-to-
capitalization will remain below 60% as the company is projected
to improve its equity base via earnings growth driven by increase
in deliveries, average selling price, and gross margins.

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;

Proposed $250 million senior unsecured notes, due 2021, assigned
B2 (LGD4, 52%);

Senior unsecured notes, upgraded to B2 (LGD4, 52%) from B3
(LGD4, 51%);

Senior unsecured and subordinated shelf ratings, upgraded to
(P)B2/(P)Caa1 from (P)B3/(P)Caa2

Speculative-Grade Liquidity Rating, affirmed at SGL-2;

Ratings outlook changed to stable from positive.

All of Standard Pacific's debt is guaranteed by its principal
operating subsidiaries.

Ratings Rationale:

The B2 Corporate Family Rating considers Standard Pacific's
homebuilding debt leverage that is anticipated to be maintained
below 60% and improvement in industry conditions that will
continue to fuel to the company's financial performance.
Additionally, the rating considers the company's good liquidity
profile (as reflected in the SGL-2 rating), attractive gross
margin performance and increased pricing power. In addition,
Standard Pacific has substantially reduced its off-balance sheet
joint venture exposure, eliminating recourse JV debt of over $500
million outstanding in 2007.

At the same time, the rating remains constrained by projected
negative cash flow generation as Standard Pacific pursues land
acquisitions and development. Additionally, the rating is
constrained by the company's limited geographic diversification as
it operates in six states with two states -- California and
Florida -- representing 60% of trailing twelve month 6/30/13
deliveries.

The stable ratings outlook considers the expected improvement in
the company's credit metrics as industry conditions continue to
solidify.

The ratings could be downgraded if adjusted homebuilding debt-to-
capitalization increases and is projected to be maintained above
60%. Additionally, deterioration in liquidity including a decline
in its cash reserves through sharper-than-expected operating
losses or through sizeable investment could pressure the ratings.
Also, debt financed dividend payments could lead to a ratings
downgrade.

The ratings could improve if the company were to maintain its
profitability and solid liquidity, grow its tangible equity base,
and reduce debt leverage to below 50%.

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.

Headquartered in Irvine, California and begun in 1966, Standard
Pacific Corp. constructs and sells single-family attached and
detached homes focusing on the move-up market, which, together
with a modest amount for the luxury market, represents about 73%
of the company's overall product mix, with 27% represented by the
entry level market. The company has homebuilding operations in
California, Texas, Arizona, Colorado, Florida, North Carolina, and
South Carolina, and serves 25 markets. Revenues and net income
before declaration of preferred dividends for the LTM period
ending June 30, 2013 were approximately $1.5 billion and $574
million, respectively.


STANDARD PACIFIC: S&P Assigns 'B+' Rating to $250MM Senior Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue rating
and '3' recovery rating to Standard Pacific Corp.'s proposed
$250 million senior notes due 2021.  S&P's '3' recovery rating
indicates its expectation for an average (50%-70%) recovery in the
event of default.

The 'B+' corporate credit rating and stable outlook on Standard
Pacific remains unchanged.

Standard Pacific's newly issued notes will rank equally with its
$1.5 billion of existing senior unsecured notes.  The company
intends to use the net proceeds for general corporate purposes.
The net proceeds initially will replenish unrestricted cash, which
declined to $80.6 million as of June 30, 2013.

Standard & Poor's ratings on Standard Pacific reflects the
company's "aggressive" financial risk profile, as measured by
elevated leverage metrics and low interest coverage, though near-
term debt maturities are modest and liquidity is adequate.
Standard Pacific does not face meaningful debt maturities until
2016 when $280 million of senior notes mature.

The company's business risk profile is "fair" reflecting Standard
Pacific's long land position in many of the strongest U.S. housing
markets and operating leverage from sector-leading homebuilding
margins, which leave the company well-positioned to participate in
the housing recovery, in S&P's opinion.

The stable outlook reflects S&P's expectation that Standard
Pacific will continue to deleverage through sustained
profitability given its presence in the relatively stronger
California, Texas, and Southwest homebuilding markets.

S&P could consider positive ratings movement if profitability
strengthens faster than expected such that leverage improvements
outpace S&P's projections and the company can balance maintaining
adequate liquidity while continuing to invest in land as the
housing sector recovers.  While less likely in the near term, S&P
would lower its rating if the housing market takes another sharp
downward turn, profitability weakens materially, and liquidity
becomes less than adequate.

For the complete corporate credit rating rationale, see Standard &
Poor's research update on Standard Pacific, published March 27,
2013, on RatingsDirect.

RATINGS LIST

Standard Pacific Corp.
Corporate Credit Rating               B+/Stable/--

New Rating

Standard Pacific Corp.
$250 mil. notes due 2021
Senior Unsecured                      B+
  Recovery Rating                      3


TANDY BRANDS: Provides Update on Restructuring Plan
---------------------------------------------------
Tandy Brands Accessories, Inc. on July 26 provided an update on
the results achieved from its restructuring plan announced
March 18 and announced the execution of new credit facilities.

"We learned some tough lessons in fiscal year 2013.   {Fri]day we
are pleased to announce that we have not only executed our
previously announced restructuring plans, but we have also
finalized a new capital structure, both of which we expect will
improve our competitive and financial position as we begin fiscal
2014," said Rod McGeachy, President and Chief Executive Officer.
"Furthermore, I am pleased that we were able to accomplish this
with no equity dilution to our current shareholders," continued
Mr. McGeachy.

                  Update on Restructuring Plan

The restructuring plan, announced on March 18, 2013, was designed
to increase profitability for the Company, improve working capital
efficiency, improve customer service and reduce overhead.  The key
elements of the plan included:

-- Eliminating low-volume products

-- Emphasizing licensed products and high volume private label
products

-- Reducing the amount of risk associated with the Gifts business

-- Reducing corporate employee headcount by approximately 32%

-- Closing or downsizing four of eight leased facilities

-- Outsourcing and relocating Gifts distribution from Dallas to a
third-party provider in California

-- Exiting development efforts and accelerating recognition of
future expenses associated with non-core brands

The Company has successfully reduced the risk profile associated
with its Gifts business, which was the primary source of the
fiscal 2013 financial issues, by significantly reducing product
return privileges, limiting margin agreements with retailers,
locking freight rates, exiting underperforming products, and
relocating and outsourcing its Gifts distribution function.

"We think the steps we have taken have effectively reduced the
risk associated with our Gifts business and believe the
profitability of this segment will be greatly improved in fiscal
2014," said Mr. McGeachy.

Furthermore, the company confirmed on July 26 that it had
successfully executed all of the headcount reductions and facility
consolidations as previously announced.

The Company also announced the elimination of the Chief
Restructuring Officer ("CRO") role.  On March 8, 2013, the Company
appointed John Little from Deloitte Financial Advisory Services
LLP as a consultant filling the CRO role and performing the
following duties under the CRO engagement:

-- Evaluating capital structure alternatives and identifying
additional sources of financing

-- Developing and executing plans to improve liquidity against
existing assets

-- Executing profitability improvement initiatives

-- Communicating with select key stakeholders

"John and the CRO role added value to our organization during a
difficult time," said Mr. McGeachy.  "During the past four months
we've successfully maintained service to our retailers, executed
our restructuring initiatives, and closed our new credit
facilities.  We thank John for his contributions," said
Mr. McGeachy.

       Senior Credit Facility with Salus Capital Partners, LLC

On July 24th, the Company entered into a new credit agreement with
Salus Capital Partners, LLC, to provide senior financing up to $29
million.  The facility is comprised of a revolving credit facility
in the amount of $27.5 million, and a term loan facility in the
amount of $1.5 million, and expires in July 2015.  Under the
Credit Facility, borrowings bear interest at either the base rate
or LIBOR, plus an additional percentage for each of the revolver
and the term loan.

The Credit Facility is secured by a first priority lien on
substantially all of the assets of the Company and its
subsidiaries, excluding certain goods and related accounts
receivable financed pursuant to the King Trade Facility, for which
Salus will have a second priority lien.  The Credit Facility
contains covenants which address minimum consolidated EBITDA
requirements, account concentration limitations, budgeted expenses
and accounts payable to inventory ratios.  The Credit Agreement
also provides for customary representations, warranties,
affirmative covenants, negative covenants and events of default.

The Company used the proceeds of the initial advance under the
Credit Facility to repay indebtedness owing to Wells Fargo and to
pay fees and expenses incurred in connection with the Credit
Agreement.  The Company will use the proceeds of future advances
under the Credit Agreement for working capital purposes.

             Credit Facility with King Trade Capital

On July 24th, the Company entered into a Master Agreement with EPK
Financial Corporation, d/b/a King Trade Capital, that provides for
a purchase and sale facility with $11.5 million of maximum
aggregate amount permitted to be outstanding.  The King Trade
Facility is expected to provide the Company with financing to
purchase certain inventory related to the Company's holiday 2013
seasonal gifts business.

The King Trade Facility is secured by (i) a first priority lien on
the goods and related accounts receivable financed by the Company
under the King Trade Facility, and (ii) a second priority lien on
substantially all other assets of the Company.  The amounts
payable under the King Trade Facility bear interest at varying
rates which depend primarily on the length of time such amounts
are outstanding, the amount advanced for each transaction and the
aggregate of all amounts advanced.

The Master Agreement contains representations and warranties and
covenants that are customary for such financing arrangements.

                             Outlook

"Although we experienced choppy waters in fiscal 2013, our
organization is stronger and we are excited about starting fiscal
2014 with new credit facilities, additional liquidity, no equity
dilution and with our restructuring actions completed," said
Mr. McGeachy.

                         About Tandy Brands

Headquartered in Dallas, Texas, Tandy Brands --
http://www.tandybrands.com-- is a designer and marketer of
branded men's, women's and children's accessories, including
belts, gifts, small leather goods and bags.  Merchandise is
marketed under various national as well as private brand names
through all major retail distribution channels.


TERESA GIUDICE: Reality Show Stars Hit With Fraud Claims
--------------------------------------------------------
Jeff Sistrunk of BankruptcyLaw360 reported that two stars of the
Bravo reality show "The Real Housewives of New Jersey" have been
accused of lying on loan applications, committing bankruptcy fraud
and failing to file tax returns, according to an indictment by a
New Jersey grand jury.

According to the report, the 39-count indictment charges Teresa
Giudice and her husband, Giuseppe "Joe" Giudice, both of Towaco,
N.J., with conspiracy to commit mail and wire fraud, bank fraud,
making false statements on loan applications, bankruptcy fraud and
failure to file tax returns.

Kathryn Brenzel of BankruptcyLaw360 reported that two stars were
released on bonds of $500,000 each following their initial court
appearance.  The Giudices, who were indicted, appeared in New
Jersey federal court on various fraud charges, according to court
documents.

The pair have not yet entered a plea, but are slated to be
arraigned Aug. 14, a spokesman for the U.S. attorney's office told
Law360.

                        About the Giudices

In June 2010, Teresa Giudice, who portrays a role in Real
Housewives of New Jersey, and her husband, Joe, filed for
bankruptcy under Chapter 11 in the U.S. Bankruptcy Court in New
Jersey.  The Giudices owe creditors $10.85 million.

Chapter 7 trustee John Sywilok sued the Giudices.  The suit
claimed that the Debtors concealed key documents about their
finances and business transactions.  Mr. Sywilok also accused the
couple of making false statements under oath about their assets,
income and expenses.


TITAN ENERGY: Extends Repayment of $2.4MM of Notes in Default
------------------------------------------------------------
Titan Energy Worldwide, Inc. on Aug. 1 released its financial
statements for the 2nd quarter of 2013.  The Company reported a
profit of $281,267 on revenues of $6,434,283, compared to a loss
of $70,137 on revenues of $5,342,261 for the same quarter in 2012.
Service revenues were a record $3.2 million for the quarter, an
increase of nearly 100% over 2012.  Equipment sales were down 12%
compared to the same period in 2012.  The Company reported that it
was profitable for the first six months of 2013, while revenues
for the first six months were 31% greater than the same period in
2012.  Service revenues for the first six months were 77% over the
same period in 2012.

The Company also reported that it was successful in extending $2.4
million of $2.7 million in Notes that were previously in default.
These notes are now due and payable July 2014.

"Titan Energy reached an important milestone this quarter by
posting strong profits for the first time in the Company's
history.  A large factor in our ability to achieve profitability
came from a 100% increase in service revenues when compared to the
same quarter in 2012. More than $1 million in service revenue was
due to modification work we did for peak-shaving generator
customers to meet new EPA emission standards for diesel
generators.  This work, which is required by the EPA's RICE NESHAP
ruling, is a unique skillset that we have developed at Titan, and
is an area that we plan to continue into 2014," stated Jeffrey
Flannery, Chief Executive Office of Titan Energy Worldwide, Inc.

"We ended the first six months of 2013 with nearly $400,000 in
positive operating income, compared to a negative $120,000 in
2012.  We also had a slight profit for the first six months of
2013 compared to a loss of more than $687,000 in 2012. Again,
profitability was achieved through increased service revenues, up
77% from 2012," added Mr. Flannery.

"We were also able to defer more than 90% of our convertible notes
until July 2014, which we believe will be enough time for us to
restructure our balance sheet and recapitalize the Company.
Looking ahead, we are expecting to continue to realize strong
service revenues in the third quarter of 2013 and maintain our
profitability.  We are taking measures to further expand our
service offerings in our regional territories, and are beginning
to deploy our monitoring technology in more target markets as we
hope to begin the commercial deployment of that service later this
year.  We have created, I believe, a solid foundation on which
Titan Energy can now begin to grow at an even greater rate in the
future," further added Flannery.

                        About Titan Energy

New Hudson, Mich.-based Titan Energy Worldwide, Inc., is a
provider of onsite power generation, energy management and energy
efficiency products and services.

Titan Energy disclosed a net loss of $1.43 million on $19.15
million of net sales for the year ended Dec. 31, 2012, as compared
with a net loss of $3.43 million on $14.06 million of net sales
for the year ended Dec. 31, 2011.

                           Going Concern

"The accompanying financial statements have been prepared assuming
the Company will continue as a going concern.  The Company
incurred a net loss for the year ended December 31, 2012 of
$1,430,961.  At December 31, 2012, the Company had an accumulated
deficit of $34,795,695.  These conditions raise substantial doubt
as to the Company's ability to continue as a going concern.  These
consolidated financial statements do not include any adjustments
relating to the recoverability and classification of recorded
asset amounts, or amounts and classification of recorded asset
amounts, or amounts and classification of liabilities that might
be necessary should the Company be unable to continue as a going
concern."

The Company's Consolidated Financial Statements have not been
audited as of Dec. 31, 2012, or for the years ended Dec. 31, 2012
and 2011.  The audit has not been performed due to the cost and
availability of cash required to pay past due fees owed to the
Company's independent accountant firm.


TITAN PHARMACEUTICALS: Amends 2012 Form 10-K to Add Disclosure
--------------------------------------------------------------
Titan Pharmaceuticals, Inc., has amended its annual report on
for the year ended Dec. 31, 2012, to expand the disclosure under
"License Agreements" to include the term and termination
provisions of the Company's license agreement with Braeburn
Pharmaceuticals Sprl.

In December 2012, the Company entered into a license agreement
with Braeburn Pharmaceuticals Sprl that grants Braeburn exclusive
commercialization rights to Probuphine(R) in the United States and
Canada.  The Company received a non-refundable up-front license
fee of $15.75 million and will receive a $50 million milestone
payment upon the approval of the NDA by the FDA.  Additionally,
the Company will be eligible to receive up to $130 million upon
achievement of specified sales milestones and up to $35 million in
regulatory milestones in the event of future NDA submissions and
approvals for additional indications, including chronic pain.
Titan will receive tiered royalties on net sales of Probuphine
ranging from the mid-teens to the low twenties.  In addition to
the potential milestone payments, Apple Tree Partners IV,
Braeburn's parent company, has allocated in excess of $75 million
to launch, commercialize and continue the development of
Probuphine.

Unless earlier terminated, the license agreement will expire on
the later of (i) the 15th anniversary of the date of product
launch in the Territory or (ii) the expiration of the last to
expire patent in the Territory covered by the agreement.

A copy of the amended annual report is available for free at:

                        http://is.gd/4IbnIw

                      About Titan Pharmaceuticals

South San Francisco, California-based Titan Pharmaceuticals is a
biopharmaceutical company developing proprietary therapeutics
primarily for the treatment of central nervous system disorders.

The Company's balance sheet at March 31, 2013, the Company's
balance sheet showed $23.53 million in total assets, $26.58
million in total liabilities and a $3.04 million total
stockholders' deficit.

Titan Pharmaceuticals incurred a net loss applicable to common
stockholders of $15.18 million in 2012, as compared with a net
loss applicable to common stockholders of $15.20 million in 2011.


TONGJI HEALTHCARE: Taps Anton & Chia as New Accountants
-------------------------------------------------------
Tongji Healthcare Group, Inc., signed an engagement letter
appointing Anton & Chia, LLP, as the new independent registered
public accounting firm for the Company, effective as of July 24,
2013.  On July 26, 2013, the Board of Directors of the Company
ratified the engagement of A&C as the new independent registered
public accounting firm for the Company.

During the two most recent fiscal years and through the date of
its engagement, the Company did not consult with A&C regarding (i)
the application of accounting principles to a specific
transaction, either completed or proposed; (ii) the type of audit
opinion that might be rendered on the Company's financial
statements, and none of the following was provided to the Company
(a) a written report, or (b) oral advice that A&C concluded was an
important factor considered by the Company in reaching a decision
as to an accounting, auditing, or financial reporting issue; or
(iii) any matter that was subject of a disagreement, as that term
is defined in Item 304(a)(1)(iv) of Regulation S-K, or a
reportable event, as described in Item 304(a)(1)(v) of Regulation
S-K.

                      About Tongji Healthcare

Based in Nanning, Guangxi, the People's Republic of China, Tongji
Healthcare Group, Inc., a Nevada corporation, operates Nanning
Tongji Hospital, a general hospital with 105 licensed beds.

Tongji Healthcare disclosed a net loss of $1.20 million on $2.77
million of total operating revenue for the year ended Dec. 31,
2012, as compared with a net loss of $218,150 on $2.68 million of
total operating revenue during the prior year.

The Company's balance sheet at March 31, 2013, showed $14.20
million in total assets, $15.50 million in total liabilities and a
$1.29 million total stockholders' deficit.

EFP Rotenberg, LLP, in Rochester, New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has negative working capital of $12,264,823, an
accumulated deficit of $1,785,336, and shareholders' deficit of
$1,208,670 as of Dec. 31, 2012.  The Company's ability to continue
as a going concern ultimately is dependent on the management's
ability to obtain equity or debt financing, attain further
operating efficiencies, and achieve profitable operations."


TOUSA INC: Plan, Exhibits Filed, Supporting Memorandum Filed
------------------------------------------------------------
BankruptcyData reported that TOUSA and its official committee of
unsecured creditors filed with the U.S. Bankruptcy Court a revised
Amended Joint Plan of Liquidation of and related Exhibits,
including an amendment to the inter-creditor settlement agreement
and revised schedule of term loan lender disgorgement payments.

A related Disclosure Statement was not filed, the report said.

The Company and its official creditors' committee also filed a
memorandum in support of Plan confirmation, asserting, "Three
years of mediation and several months of intense negotiations
regarding documentation of the grand bargain yielded the Joint
Plan.  The Joint Plan, a carefully crafted and extremely fragile
agreement -- with each provision closely intertwined and dependent
on the whole -- is supported by the Debtors, the Committee, the
First Lien Revolver Agent, the First Lien Revolver Sub-Agent, the
First Lien Term Loan Agent, the Second Lien Term Loan Agent, the
First Lien Revolver Lenders, the First Lien Term Loan Lenders, the
Second Lien Term Loan Lenders, the Settling Transeastern Lenders,
MatlinPatterson, Aurelius, Monarch, the Directors and Officers and
the Settling D&O Insurers.  It is no surprise that the Debtors'
creditors voted overwhelmingly in favor of the Joint Plan....[T]wo
of the four objections standing in the way of confirmation have
been resolved and the two remaining objections should be
overruled....After more than five years in chapter 11, with the
support of each of the Debtors'major stakeholders, it is time to
bring an end to these cases. The Joint Plan should be confirmed."

                         About TOUSA Inc.

Headquartered in Hollywood, Florida, TOUSA, Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.

The Debtor and its debtor-affiliates filed for separate
Chapter 11 protection on Jan. 29, 2008 (Bankr. S.D. Fla. Case
No. 08-10928).  Richard M. Cieri, Esq., M. Natasha Labovitz,
Esq., and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in
New York, N.Y.; and Paul S. Singerman, Esq., at Berger Singerman,
in Miami, Fla., represent the Debtors in their restructuring
efforts.  Lazard Freres & Co. LLC is the Debtors' investment
banker.  Ernst & Young LLP is the Debtors' independent auditor and
tax services provider.  Kurtzman Carson Consultants LLC acts as
the Debtors' Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008
(Bankr. S.D. Fla. Case No. 08-20746).  It estimated assets and
debts of $1 million to $10 million in its Chapter 11 petition.

Daniel H. Golden, Esq., and Philip C. Dublin, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, N.Y., represent the
creditors committee.

The unsecured creditors committee initially proposed a chapter 11
liquidating plan for Tousa.  However, the committee decided not to
pursue approval of its liquidation plan because of a pending
appeal of its fraudulent transfer action in the U.S. Court of
Appeals for the Eleventh Circuit.  In May 2012, the Court of
Appeals in Atlanta held that Tousa's bank lenders received
fraudulent transfers exceeding $400 million.

After mediation before Peter L. Borowitz, Tousa and the unsecured
creditors committee, MatlinPatterson Global Advisers and Monarch
Alternative Capital, as investment adviser to Monarch Master
Funding, collectively reached an agreement in principle on a
settlement proposal.  The proposal would form the foundation for a
joint bankruptcy-exit plan for the Debtors.

In May 2013, Tousa and the unsecured creditors committee filed a
proposed liquidating Chapter 11 plan.

On July 12, 2013, Tousa won court approval of a $67 million
settlement with several insurance companies allowing the Debtors
to proceed with an Aug. 1 hearing to confirm the plan.  The
dispute with the insurance companies involved the pre-bankruptcy
fraudulent transfers.  The insurance companies included Federal
Insurance Co., XL Specialty Insurance Co. and Zurich American
Insurance Co.

According to Bloomberg News, in settlement, the insurance
companies will pay $67 million, with $47.9 million going to
creditors of the Tousa companies that were forced to take on debt
improperly.  The first-lien lenders receive $7.66 million, while
second-lien lenders take home $11.5 million.  Some of the
insurance companies also pay $8.27 million of the directors' and
officers' defense costs.

Bloomberg relates Tousa's Chapter 11 plan has recoveries ranging
from 58 percent for senior noteholders to 5 percent for creditors
with general unsecured claims.  The plan was the result of the
decision from the appeals court in May 2012 finding banks received
fraudulent transfers exceeding $400 million.  The opinion
reinstated a ruling by U.S. Bankruptcy Judge John K. Olson which
had been set aside on the first appeal in federal district court.


TRENDSET INC: Trustee and Timberland Inks Settlement on Deposits
----------------------------------------------------------------
Katie Goodman, as Chapter 11 Trustee for Debtor Trendset, Inc.,
and Timberland, LLC, ask the U.S. Bankruptcy Court for the
District of South Carolina to approve the parties' settlement and
compromise pertaining to the Motion of Timberland to Prohibit Use
of Cash Collateral and for Adequate Protection.

The Motion sought an accounting of funds related to four deposits
made by Timberland between April 15, 2013, and April 17, 2013,
into accounts maintained by the Debtor for the purpose of paying
freight invoices as directed by Timberland: (1) Cdn$29,513.25 on
April 15, 2013 (the "RBC Account Deposit"); (2) US$5,243.81 on
April 15, 2013 (the "April 15th Pinnacle Bank Deposit"); (3)
US$63,892.40 on April 17, 2013 (the "April 17th Pinnacle Bank
Deposit"); and (4) Eur545,592.98 on April 17, 2013 (the "Bank of
America Account Deposit").

On July 9, 2013, the Trustee provided an accounting of the
Deposits to Timberland, and the parties have agreed to resolve the
issues related to the Deposits:

A) RBC Account Deposit

The parties agree that the RBC Account Deposit is not traceable
and, as a result, is not subject to abandonment or surrender as
requested by Timberland in its Motion.  The Trustee's accounting
and the Debtor's bank records indicate that the account these
funds were deposited into had a negative balance shortly after the
RBC Account Deposit was made and the Trustee does not have
possession, custody or control over these funds.  The parties
reserve any and all rights and defenses they have or may claim to
have with respect to any potential claims Timberland may
subsequently assert on account of the RBC Account Deposit,
including, without limitation, any general unsecured or
administrative expense claims.

B) April 15th Pinnacle Bank Deposit and April 17th Pinnacle Bank
Deposits

The parties require additional time to investigate what, if any,
claims each may have to any remaining funds from the April 15th
Pinnacle Bank Deposit and the April 17th Pinnacle Bank Deposit.
The parties have agreed to submit a separate proposed order to the
Court extending the objection deadline and hearing date with
respect to Timberland's request for the abandonment and surrender
of these funds pursuant to the Motion.

C) Bank of America Account Deposit

The parties agree that Eur286,436.35 of the Bank of America
Account Deposit is directly traceable to funds held by the Trustee
and, as such, is subject to abandonment and surrender as requested
by Timberland in its Motion.  On or about May 23, 2013, the
Trustee converted such funds to U.S. Dollars.  The Trustee agrees
to pay such funds, totaling US$369,685.61, to Timberland within
five (5) days after entry of the Order approving this settlement.
A copy of the accounting for the Bank of America Account Deposit
will be made available to any party upon request to the
undersigned counsel for the Trustee.

Any response, return and/or objection to the foregoing application
for settlement and compromise, should be filed with the Court no
later than twenty-one (21) days from service of the application
for settlement and compromise.

No hearing will be held on the application, except at the
direction of the judge, unless a response, return and/or objection
is timely filed and served, in which case, the Court will conduct
a hearing on Aug. 20, 2013, at 10:00 a.m.

Counsel for the Trustee can be reached at:

         Michael H. Weaver, Esq.
         MCNAIR LAW FIRM, P.A.
         P.O. Box 11390
         Columbia, SC 29211
         Tel: (803) 799-9800
         E-mail: mweaver@mcnair.net

Counsel for Timberland, LLC, can be reached at:

         David B. Wheeler, Esq.
         MOORE & VAN ALLEN PLLC
         78 Wentworth Street
         P.O. Box 22828
         Charleston, SC 29413-2828
         Tel: (843) 579-7015
         E-mail: davidwheeler@mvalaw.com

                  - and -

         Keith J. Cunningham. Esq.
         PIERCE ATWOOD LLP
         Merrill's Wharf
         254 Commercial Street
         Portland, ME 04101
         Tel: (207) 791-1100
         E-mail: kcunningham@pierceatwood.com

The objection deadline with respect to the relief requested in the
Motion to Prohibit Use of Cash Collateral and for Adequate
Protection filed by Timberland with respect to the April 15th
Pinnacle Bank Deposit and the April 17th Pinnacle Bank Deposit has
been extended to Aug. 13, 2013.  The hearing date with respect to
Timberland's request for the abandonment and surrender of these
funds is scheduled for Aug. 20, 2013, at 10:00 a.m.

                      About Trendset, Inc.

Trendset, Inc., is a pre-audit and freight payment services
company, offering services to customers using carriers to deliver
products.

Trendset, Inc., was the subject of an involuntary Chapter 11
petition (Bankr. D. S.C. Case No. 13-02225) filed on April 15,
2013.  Creditors who signed the Chapter 11 petition are Husqvarna
Professional Products, Inc. (owed $5,782,524), Legrand North
America, Inc. (owed $4,642,653) and DH Business Services, LLC
(owed $3,883,360).

Rory D. Whelehan, Esq., at Womble Carlyle Sandridge & Rice,
LLP, serves as counsel to the petitioning creditors.

Julio E. Mendoza, Jr., Esq., at Nexsen Pruet, LLC, and William J.
Perlstein, Esq., at Wilmer Cutler Pickering Hale Dorr, also
represent petitioning creditor DH Business Services, LLC, as
counsel.

G. William McCarthy, Jr., Esq., and William Harrison Penn, Esq.,
at McCarthy Law Firm, LLC, represented the Alleged Debtor as
counsel.

On April 26, 2013, the Court signed off on an agreed order for
relief in the Involuntary Petition and directed the appointment of
a Chapter 11 trustee.

Michael M. Beal, Esq., Robin C. Stanton, Esq., Michael H. Weaver,
Esq., and Elizabeth J. Philp, Esq., at McNair Law Firm, P.A.,
represent Katie Goodman, Chapter 11 trustee, as counsel.  Joseph
V. Pegnia and Curtos S. Friedberg at GGG Partners serve as
the Chapter 11 trustee's financial advisor.

According to the schedules filed by the Chapter 11 Trustee on
June 3, 2013, the Debtor had $5,858,667 in total assets and
$68,898,068 in total liabilities as of the Petition Date.


TRENDSET INC: Court Approves Rejection of Contracts and Leases
--------------------------------------------------------------
On July 23, 2013, the U.S. Bankruptcy Court for the District of
South Carolina entered an order approving the motion of Katie
Goodman, as Chapter 11 Trustee for Trendset, Inc., for an Order
Approving Rejection of Certain Executory Contracts and Unexpired
Leases Not Assumed by Buyer as Part of Sale [Dkt. No. 271].  The
Contracts and Leases are rejected as of the Petition Date.  The
Debtor's contract with Timberland, LLC, is rejected as of June 14,
2013.

A copy of the rejected Contracts and Leases, including the
Debtor's contract with Timberland, LLC, is available at:

        http://bankrupt.com/misc/trendset.doc391.pdf

Timberland, LLC, withdrew on July 17, 2013, its limited objection
to the Rejection Motion filed June 17, 2013,

As reported in the TCR on July 1, 2013, the U.S. Bankruptcy Court
for the District of South Carolina authorized Katie Goodman, as
Chapter 11 Trustee, to sell all or substantially all of the
Debtor's assets to AFS Logistics, L.L.C., who bested two other
interested buyers.

AFS Logistics offered $1,140,000 for the Debtor's assets, which
offer was substantially higher than the $1,025,000 offer from
Europe Management SPRL, a Belgian limited liability company, who
was the stalking horse bidder.  Europe Management was chosen as
the Back-up Bidder.

                      About Trendset, Inc.

Trendset, Inc., is a pre-audit and freight payment services
company, offering services to customers using carriers to deliver
products.

Trendset, Inc., was the subject of an involuntary Chapter 11
petition (Bankr. D. S.C. Case No. 13-02225) filed on April 15,
2013.  Creditors who signed the Chapter 11 petition are Husqvarna
Professional Products, Inc. (owed $5,782,524), Legrand North
America, Inc. (owed $4,642,653) and DH Business Services, LLC
(owed $3,883,360).

Rory D. Whelehan, Esq., at Womble Carlyle Sandridge & Rice,
LLP, serves as counsel to the petitioning creditors.

Julio E. Mendoza, Jr., Esq., at Nexsen Pruet, LLC, and William J.
Perlstein, Esq., at Wilmer Cutler Pickering Hale Dorr, also
represent petitioning creditor DH Business Services, LLC, as
counsel.

G. William McCarthy, Jr., Esq., and William Harrison Penn, Esq.,
at McCarthy Law Firm, LLC, represented the Alleged Debtor as
counsel.

On April 26, 2013, the Court signed off on an agreed order for
relief in the Involuntary Petition and directed the appointment of
a Chapter 11 trustee.

Michael M. Beal, Esq., Robin C. Stanton, Esq., Michael H. Weaver,
Esq., and Elizabeth J. Philp, Esq., at McNair Law Firm, P.A.,
represent Katie Goodman, Chapter 11 trustee, as counsel.  Joseph
V. Pegnia and Curtos S. Friedberg at GGG Partners serve as
the Chapter 11 trustee's financial advisor.

According to the schedules filed by the Chapter 11 Trustee on
June 3, 2013, the Debtor had $5,858,667 in total assets and
$68,898,068 in total liabilities as of the Petition Date.


TRINET HR: Moody's Assigns B1 Rating to $705MM Debt Facilities
--------------------------------------------------------------
Moody's Investors Service rated TriNet HR Corporation's new $705
million First Lien Senior Secured Credit Facilities at B1 and the
$190 million Second Lien Term Loan at Caa1. Moody's affirmed the
Corporate Family Rating at B2. Moody's upgraded the Probability of
Default Rating to B2-PD from B3-PD to reflect the inclusion of
second lien debt in the capital structure. TriNet will use the
proceeds to refinance the existing debt and to pay up to a $360
million distribution to its owners. The ratings outlook is stable.

Ratings Rationale:

"Although the debt-funded shareholder distribution will increase
TriNet's leverage to about 6x trailing twelve month EBITDA
(Moody's adjusted) proforma for the Ambrose acquisition, we
believe that the company will deleverage over the near term to
less than 5.5x due to strong organic EBITDA growth," noted Terry
Dennehy, Senior Analyst at Moody's Investors Service.

TriNet's expected financial leverage will be high considering the
company's small scale. Leverage is further compounded by short
customer contracts and the low barriers to entry in the
Professional Employer Organization ("PEO") industry, which makes
for significant competition from many other companies. Moreover,
as the employees of TriNet's customers become 'co-employees' of
TriNet, TriNet is exposed to liability risk from these employees.
Nonetheless, TriNet is growing rapidly both organically and
through acquisitions and Moody's expects that TriNet will continue
to generate consistent cash from operations, which comfortably
exceeds capital expenditures. Moody's believes that TriNet's
financial policy is aggressive and that TriNet is likely to
maintain financial leverage of between five and six times EBITDA
over time, as Moody's expect that TriNet will periodically
releverage to fund shareholder distributions and debt financed
acquisitions.

The stable outlook reflects Moody's expectation that TriNet will
organically grow revenues by at least ten percent over the near
term and will maintain an operating margin (Moody's adjusted) of
at least high teens percent. Moody's expects that the revenue
growth will produce expanding EBITDA such that debt to EBITDA
(Moody's adjusted) will be on course to decline below 5.5x over
the near term.

The ratings could be upgraded if Moody's believes that TriNet is
growing organically faster than the market and annual client
attrition will be maintained below twenty percent. Furthermore,
Moody's would expect TriNet to use free cash flow to reduce debt,
refraining from equity distributions, such that the ratio of debt
to EBITDA (Moody's adjusted) will be maintained below 4x.

The ratings could be downgraded if Moody's believes that TriNet is
losing market share or if it believes that client attrition will
exceed 20% on a sustained basis. The rating could be pressured if
operating margins decline to the low teens percent. The rating
could be lowered if TriNet engages in further shareholder-friendly
actions prior to meaningful deleveraging or if Moody's expects
that debt to EBITDA (Moody's adjusted) will be sustained above 6x.

Issuer: TriNet HR Corp.

Corporate Family Rating -- Affirmed at B2

Probability of Default Rating -- Upgraded to B2-PD

Proposed First Lien Senior Secured Credit Facilities -- B1, LGD3,
38%

Proposed Second Lien Senior Secured Term Loan -- Caa1, LGD6, 90%

Existing Senior Secured Credit Facilities -- B1, to be withdrawn

The principal methodology used in this rating was the Global
Business and Consumer Services Methodology published in October
2010. Other methodologies used include Loss Given Default for
Speculative Grade Non-Financial Companies in the US, Canada, and
EMEA, published in June 2009.

TriNet, based in San Leandro, California, is a professional
employer organization, which provides outsourced human resource
functions, including payroll, benefits acquisition, and regulatory
compliance management to small and mid-sized businesses. TriNet is
owned by affiliates of private equity firm General Atlantic LLC.


TRINET HR: S&P Assigns 'B+' Rating to $705MM Sr. Secured Facility
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B+'
rating to San Leandro, Calif.-based TriNet HR Corp.'s proposed
$705 million senior secured first-lien facility (composed of a
$75 million revolver, $150 million first-lien tranche B-1, and
$480 million first-lien tranche B-2).  The recovery rating on this
debt is '2', indicating S&P's expectation of substantial recovery
(70%-90%) in a payment default scenario.

S&P also assigned a 'CCC+' issue-level rating to the company's
proposed $190 million senior secured second-lien debt.  The
recovery rating on the second-lien debt is '6', indicating S&P's
expectation of negligible recovery (0%-10%) in a payment default
scenario.

"We expect the company to use proceeds from the proposed
transaction to refinance about $445 million of outstanding debt
under its existing senior secured credit facility and to fund a
$353 million dividend to its shareholders.  We estimate pro forma
leverage (including the company's recent Ambrose acquisition)
increases to about 5.6x, from about 4x prior to the transaction.
We expect credit measures to improve over the next year, including
leverage decreasing to just below 5x and the ratio of funds from
operations to total debt above 12%, measures that are in line with
the indicative financial ratios for an "aggressive" financial
profile.  This is supported by the smooth integration thus far of
Strategic Outsourcing Inc. (which was acquired in October) and our
expectation of continued positive operating performance from
recent acquisitions and organically, underpinned by improving
economic conditions in the U.S," S&P said.

The ratings on TriNet reflects S&P's view that the company
continues to have an "aggressive" financial risk profile, based on
the company's aggressive financial policy (including its ownership
by a financial sponsor and acquisitive nature), good cash flow
generation, and adequate liquidity.  The ratings also reflects the
company's "vulnerable" business risk profile, which is supported
by the company's limited geographic diversity and its narrow
product focus in the highly competitive and fragmented outsourced
human resource services industry, which could be susceptible to
weak economic conditions.

RATINGS LIST

TriNet HR Corp.
Corporate credit rating                   B/Stable/--

Ratings Assigned
TriNet HR Corp.
Senior secured
First-lien
   $75 mil. revolver                       B+
     Recovery rating                       2
   $150 mil. term loan B-1                 B+
     Recovery rating                       2
   $480 mil. term loan B-2                 B+
     Recovery rating                       2
Second-lien $190 term loan                CCC+
     Recovery rating                       6


TRIUS THERAPEUTICS: Inks Manufacturing Agreement with Patheon
-------------------------------------------------------------
Trius Therapeutics, Inc., entered into a Manufacturing Services
Agreement with Patheon Inc. and Patheon UK Limited on July 22,
2013, pursuant to which Patheon has agreed to manufacture
commercial quantities of Trius' product candidate tedizolid
phosphate, which is currently in development for the treatment of
serious Gram-positive bacterial infections, including those caused
by methicillin-resistant Staphylococcus aureus (MRSA).  The
Agreement provides for Patheon to supply both the oral tablet and
intravenous lyophilized vial formulations of tedizolid phosphate.

Although Trius is not required to purchase any minimum quantity of
tedizolid phosphate under the Agreement, Trius has agreed to
purchase from Patheon not less than specified percentages of
Trius's and its licensees' total annual commercial requirements of
tedizolid phosphate, which vary depending upon the territory being
supplied and whether such territory is in the commercial launch
phase.  The term of the Agreement continues until the date that is
five years after the initial regulatory approval for the product
candidate, and thereafter automatically continues for successive
24-month terms unless terminated by written notice at least 18
months prior to the end of the then-current term.

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

                       http://is.gd/eYBLeC

                     About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

Trius Therapeutics incurred a net loss of $53.92 million in 2012,
a net loss of $18.25 million in 2011 and a $23.86 million net loss
in 2010.  The Company's balance sheet at March 31, 2013, showed
$89.81 million in total assets, $17.54 million in total
liabilities, and $72.27 million in total stockholders' equity.


TRIUS THERAPEUTICS: To be Acquired by Cubist for $818 Million
-------------------------------------------------------------
Cubist Pharmaceuticals, Inc., and Trius Therapeutics, Inc., have
signed a definitive agreement under which Cubist will acquire all
outstanding shares of Trius for $13.50 per share in cash or
approximately $707 million on a fully diluted basis.  In addition
to the upfront cash payment, each Trius stockholder will receive
one Contingent Value Right (CVR), entitling the holder to receive
an additional cash payment of up to $2.00 for each share they own
if certain commercial sales milestones are achieved.  The total
transaction is valued at up to $818 million on a fully diluted
basis.  The transaction has been approved by the Boards of
Directors of both companies.  The companies' expectation is to
close the transaction later this year, subject to required
regulatory approvals and other customary closing conditions.
Cubist hosted a conference call and webcast on July 30, 2013.

Trius brings to Cubist a highly complementary, late-stage
antibiotic candidate, tedizolid phosphate (TR-701), as well as
several pre-clinical antibiotic programs.  Tedizolid phosphate is
an IV and orally administered second generation oxazolidinone in
development for the potential treatment of certain Gram-positive
infections, including methicillin-resistant Staphylococcus aureus
(MRSA).  Tedizolid phosphate met all primary and secondary
endpoints in two Phase 3 clinical trials studying patients with
acute bacterial skin and skin structure infections (ABSSSI).
Trius has partnered with Bayer Pharma AG for the development and
commercialization of tedizolid phosphate outside of the U.S.,
Canada and the European Union.  It is currently expected that a
New Drug Application for tedizolid phosphate seeking approval for
an indication in ABSSSI will be submitted to the U.S. Food and
Drug Administration (FDA) during the second half of 2013 and a
Marketing Authorization Application will be submitted to the
European Medicines Agency in the first half of 2014.

"Trius is a tremendous strategic fit with Cubist that supports our
Building Blocks of Growth long-range goals while extending our
global leadership in the acute care environment," said Cubist
Chief Executive Officer Michael Bonney.  "Tedizolid is an exciting
late-stage antibiotic candidate that we believe has the potential
to be an important new tool in the infectious disease community's
battle against resistant infections caused by MRSA.  We have a
high regard for the entire Trius team and the excellent work they
have done with the tedizolid program and their promising discovery
programs. We believe our extensive clinical, regulatory, and
commercial experience in acute care will allow us to complement
this team's work and maximize the potential for tedizolid while
driving substantial near and long-term benefits for hospitals,
patients and shareholders alike."

"As a recognized leader in acute care, we believe Cubist is best-
positioned to maximize tedizolid's potential to patients in the
U.S. and other world regions," said Jeffrey Stein, Ph.D.,
President and CEO of Trius.  "This transaction culminates years of
intense work by the Trius team to achieve this outcome, and our
shareholders are being rewarded for their involvement and support
of the company."

The terms of the non-tradable CVR include an additional payment of
up to $2.00 if certain sales milestones are achieved.  The CVR
will entitle each Trius stockholder to receive $1.00 per share if
net sales of tedizolid in the U.S., Canada and Europe are greater
than or equal to $125 million in 2016 and up to an additional
$1.00 per share, paid on a pro rata basis, for 2016 net sales
between $125 million and $135 million.

Barclays is acting as the exclusive financial advisor to Cubist,
and Ropes & Gray LLP is serving as its legal counsel.  Citi and
Centerview Partners LLC are acting as financial advisors to Trius,
and Cooley LLP is serving as its legal counsel.

                     About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

Trius Therapeutics incurred a net loss of $53.92 million in 2012,
a net loss of $18.25 million in 2011 and a $23.86 million net loss
in 2010.  The Company's balance sheet at March 31, 2013, showed
$89.81 million in total assets, $17.54 million in total
liabilities, and $72.27 million in total stockholders' equity.


TRX SOFTWARE: Case Summary & 11 Unsecured Creditors
---------------------------------------------------
Debtor: TRX Software Development, Inc.
        P.O. Box 10935
        Murfreesboro, TN 37129

Bankruptcy Case No.: 13-06558

Chapter 11 Petition Date: July 29, 2013

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  LAW OFFICES LEFKOVITZ & LEFKOVITZ
                  618 CHURCH ST STE 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 255-4516
                  E-mail: slefkovitz@lefkovitz.com

Scheduled Assets: $9,150

Scheduled Liabilities: $1,054,849

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/tnmb13-6558.pdf

The petition was signed by Terrell D. Hughes, Jr., president and
CEO.


TYLER WATERFORD: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Tyler Waterford Park, Ltd.
          dba Kensington Place Apartments
        4400 Paluxy
        Tyler, TX 75703-0000

Bankruptcy Case No.: 13-60588

Chapter 11 Petition Date: July 25, 2013

Court: United States Bankruptcy Court
       Eastern District of Texas (Tyler)

Debtor's Counsel: Joshua P. Searcy, Esq.
                  SEARCY & SEARCY, P.C.
                  P.O. Box 3929
                  Longview, TX 75606
                  Tel: (903) 757-3399
                  Fax: (903) 757-9559
                  E-mail: jrspc@jrsearcylaw.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
is available for free at http://bankrupt.com/misc/txeb13-60588.pdf

The petition was signed by Charles B. Wills, managing member of
Willsco, LLC.


UNITED AIRLINES: Antitrust Suit Will Hurt Debtors, 2nd Circ. Told
-----------------------------------------------------------------
Jeff Sistrunk of BankruptcyLaw360 reported that United Airlines
Inc. told the Second Circuit that allowing DHL to continue with an
antitrust lawsuit alleging the airline participated in a price-
fixing conspiracy would create massive, unprecedented
investigative burdens on Chapter 11 debtors.

According to the report, United, which filed for Chapter 11
protection in December 2002, says DHL's claim that debtors should
conduct extensive investigations to uncover and provide notice of
all potential claims and causes of action against them would
create a dangerous precedent.

As previously reported, the Second Circuit is mulling whether
claims that United and its competitors engaged in a seven-year
price-fixing conspiracy were discharged during the airline's
Chapter 11 proceedings, which concluded in 2009. A New York
federal judge said last year that the suit should stick, but
United has appealed the decision, the report related.

                          About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA) --
http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest air
carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for Chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and Steven
R. Kotarba, Esq., at Kirkland & Ellis, represented the Debtors in
their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended Plan
on Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.


UNITED AIRLINES: Fitch Rates $209.03MM Class B Certificates 'BB+'
-----------------------------------------------------------------
Fitch Ratings assigns the following ratings to United Airline's
(UAL, rated 'B', Outlook Positive) proposed Pass Through Trusts
Series 2013-1:

-- $720,315,000 Class A Certificates (A-tranche) with an expected
   maturity of August 2025 'A';

-- $209,036,000 Class B Certificates (B-tranche) with an expected
   maturity of August 2021 'BB+'.

The final legal maturities are scheduled to be 18 months after the
expected maturities. UAL may subsequently offer additional classes
of certificates per the transaction documents.

The A-tranche rating is primarily driven by a significant amount
of overcollateralization and a high quality collateral pool which
support Fitch's expectations for full recovery of A-tranche
principal even in harsh stress scenarios. The initial A-tranche
LTV, as cited in the prospectus, is 55.1% and Fitch's maximum
stress case LTV (primary driver for the A-tranche rating) through
the life of the transaction is 94.3%. This level of
overcollateralization provides a significant amount of protection
for the A-tranche holders.

The 'BB+' rating for the B-tranche represents a four notch uplift
(maximum is four per Fitch's EETC criteria) from United's IDR of
'B' based on the affirmation factor of the collateral pool. Fitch
considers the affirmation factor for the aircraft in this
portfolio to be very high as both the 737-900ER and 787-8 are
considered core to UAL's fleet. The affirmation factor is also a
supporting consideration for the A-tranche rating.

Transaction Overview:

UAL plans to raise $929,351,000 in an EETC transaction to fund 21
new aircraft including 18 Boeing 737-900ERs and three 787-8
aircraft scheduled for expected delivery between October 2013 and
April 2014. United will have the right to select the aircraft from
a pool of 24 eligible 737-900ERs and four eligible 787-8s, as
referenced in the prospectus. The proceeds of the certificates
will be used to acquire class A and class B equipment notes, i.e.
the aircraft mortgage obligations issued by United. This
transaction will represent the first EETC issued by the new United
Airlines, Inc. following the completion of the legal merger of
United and Continental in March 2013.

The A-tranche will be sized at $720,315,000 with a 12.0 year
tenor, a weighted average life of 9.1 years and an initial LTV of
55.1% (per the prospectus). Fitch calculates the initial LTV at
59.5% using values provided by an independent appraiser.

The subordinate B-tranche will be sized at $209,036,000 with an
8.0 year tenor and a weighted average life of 5.9 years. The
initial prospectus LTV for the B-tranche is 71.0%. Fitch
calculates the initial LTV at 76.7%.

Collateral Pool: The transaction will be secured by a perfected
first priority security interest in 21 new Boeing aircraft
including 18 737-900ER, and three 787-8s. Fitch classifies both
aircraft types as Tier 1 collateral, and both types are considered
core to UAL's fleet. The 737-900ERs are expected to replace
United's aging 757-200s in the company's domestic fleet, while the
787-8s are expected to supplant older vintages of smaller
widebodies used for international service.

Liquidity Facility: The Class A and Class B certificates benefit
from a dedicated 18-month liquidity facility which will be
provided by Natixis (rated 'A'/'F1' with a Stable Outlook).

Cross-default & cross-collateralization provisions: Each note will
be fully cross-collateralized and all indentures will be fully
cross-defaulted from day one, which Fitch believes will limit
UAL's ability to 'cherry-pick' aircraft in a potential
restructuring.

Pre-funded deal: Proceeds from the transaction will be used to
pre-fund deliveries expected between October 2013 and April 2014.
Accordingly, proceeds will initially be held in escrow by Natixis,
the designated depositary, until the aircraft are delivered.

Key Rating Drivers
A-Tranche: The A-tranche rating is primarily supported by a
significant amount of overcollateralization and a high quality
collateral pool which allows the structure to withstand a harsh
downside scenario while maintaining a full expected recovery for
the senior tranche holders. The ratings are also supported by the
inclusion of an 18 month liquidity facility, cross-
collateralization/cross-default features, and the legal protection
afforded by Section 1110 of the U.S. bankruptcy code. The 'A'
rating is also in line with Fitch's existing rating on the CAL
2012-2 A-tranche which was issued last year. The UAL 2013-1 A
tranche and CAL 2012-2 A tranche are quite similar in terms of
LTV, makeup of the collateral pool, average life, and affirmation
factor.

Stress Case: Fitch's stress analysis utilizes a top-down approach
assuming a rejection of the entire pool in a severe global
aviation downturn. The analysis incorporates a full draw on the
liquidity facility, and an assumed repossession/remarketing cost
of 5% of the total portfolio value. Fitch then applies immediate
haircuts to the collateral value. The 787-8s in this pool receive
a 20% haircut representing the low end of Fitch's Tier 1 stress
range of 20-30%, reflecting Fitch's view of the 787-8 as a top
quality aircraft. The 737-900ERs receive a more severe haircut of
30%, which incorporates the 737-900ER's limited user base, which
could translate into a more difficult remarketing process if the
aircraft had to be repossessed and sold. These assumptions produce
a maximum stress LTV of 94.3%, suggesting full recovery for the A-
tranche holders. The highest stress LTVs are experienced early in
the life of the transaction and are expected to decline gradually
as the deal amortizes.

High Collateral Quality: The quality of the collateral pool
underlying the transaction is considered solid. Fitch views the
737-900ER as a quality Tier 1 aircraft due to its attractive
operating economics which make it an ideal replacement for older
narrow bodies. However, the aircraft has a somewhat limited user
base and a concentration among a few large carriers. In
particular, Lion Air operates roughly 40% of the total active
fleet. While the 737-900ER has increased in popularity in recent
years, the limited user base and market penetration represent
potential risks factors for future market values. For this reason,
Fitch incorporates a larger haircut for the 737-900ER in its
stress case when compared to narrow bodies with a larger market
presence such as the A321-200 and the 737-800.

Despite the aircraft being grounded for several months earlier in
the year due to technical issues, Fitch still views the 787-8 as a
top quality Tier 1 aircraft. The fact that the airlines did not
cancel orders for the 787 series during the grounding is a
testament to the plane's desirability and unique position in the
market. Boeing has built a significant backlog of 453 787-8s with
nearly 50 customers through June 2013. The larger 787-9 has a
backlog of 361 aircraft, and the 787-10 recently received its
first formal orders for 50 aircraft. The superior operating
economics and lack of available near-term delivery slots for the
787 series should support market values for the foreseeable
future.

Affirmation Factor: The high affirmation factor for this pool of
aircraft is supported by the strategic importance of both the 737-
900ER and the 787-8 to United. The 737-900ER is the premier narrow
body of choice for UAL (and a few of its U.S. peers including
Delta and Alaska) and is expected to become the backbone of its
domestic narrow body fleet, as they replace the aging 757-200s.
The 737-900ER is expected to constitute around 9% of United's
narrow body fleet by the end of 2013 as new orders are delivered.
The range of the 737-900ER makes it an ideal plane for longer
distance domestic routes, while incorporating significantly lower
trip costs than the less fuel efficient 757-200.

The 787-8s are expected to revamp UAL's international fleet,
allowing UAL to serve city pairs that were not previously
accessible with older 767s. In addition the 787-8 features
significantly lower estimated costs, including 20% lower fuel
consumption, and 30% lower airframe maintenance costs, compared to
similarly sized aircraft.

Structural Enhancements: The ratings also benefit from structural
enhancements inherent in most modern EETCs. Structural features
include an 18 month liquidity facility for both the A and B-
tranche, which will cover missed interest payments in the event of
non-payment by United, cross-default and cross-collateralization
provisions that are present from the start of the transaction, and
the benefits afforded by Section 1110 of the U.S. bankruptcy code.

B-Tranche: The 'BB+' rating for the subordinate B-tranche is
assigned by notching up from UAL's IDR of 'B' based on the
Affirmation Factor as per Fitch's EETC criteria. The four notch
uplift (Fitch's methodology prescribes a two to four notch uplift
when the likelihood of affirmation is considered to be above 50%)
reflects a very high Affirmation Factor as discussed above. The
'BB+' rating represents a one-notch difference from Fitch's rating
of 'BBB-' (a five notch uplift that represented an exception to
Fitch's criteria) for the CAL 2012-2 B-tranche. The notching
differential primarily reflects the higher leverage incorporated
in the UAL 2013-1 B-tranche, which has an initial prospectus LTV
of 71.0%, nearly 6% higher than the CAL 2012-2 B-tranche. Leverage
is considered as a secondary factor in Fitch's B-tranche ratings.

Rating Sensitivities
Potential ratings concerns for the senior tranche primarily
consist of unexpected declines in aircraft values. For the 787-8,
concerns primarily involve the possibility for future technical
problems resulting in further groundings or production delays.
737-900ER market values could face pressure from the entrance of
the 737-MAX 9. However, the first delivery of the MAX is not
expected until 2017 and it will take some time to produce a
sufficient number of the new planes before it starts impacting
market values. Fitch does not expect to upgrade the ratings above
'A'.

The subordinated tranche ratings are tied to the credit quality of
the underlying airline. Fitch revised UAL's Outlook to Positive
from Stable on May 16, 2013. An upgrade of United's IDR could lead
to an upgrade for the subordinated tranche. Likewise, ratings
could be downgraded if Fitch were to take a negative action on
UAL's IDR.

Fitch has assigned the following ratings:

United Airlines 2013-1 pass-through trust
-- Series 2013-1 class A certificates 'A',
-- Series 2013-1 Class B certificates 'BB+'.

Fitch currently rates United as follows:

United Continental Holdings, Inc.
-- IDR 'B';
-- Senior Unsecured Ratings 'CCC+/RR6'.

United Airlines, Inc.
-- IDR 'B';
-- Secured bank credit facility 'BB/RR1';
-- Senior secured notes 'BB/RR1';
-- Senior unsecured rating 'B-/RR5';
-- Junior subordinated convertible debentures 'CCC+/RR6'.


UNITED AIRLINES: S&P Assigns BB+ Rating to 2013-1 Class B Certs
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'A-
(sf)' rating to United Airlines Inc.'s (United's) series 2013-1
Class A pass-through certificates with an expected maturity of
Aug. 15, 2025, and its preliminary 'BB+ (sf)' rating to United's
series 2013-1 Class B pass-through certificates with an expected
maturity of Aug. 15, 2021.  The final legal maturities will be 18
months after the expected maturity. United is issuing the
certificates under a Rule 415 shelf registration.  S&P will assign
final ratings once it completes its legal and structural review.

The preliminary 'A- (sf)' and 'BB+ (sf)' ratings are based on the
credit quality of United's parent, United Continental Holdings
Inc. (United Continental; B/Stable/--); the substantial collateral
coverage by good-quality aircraft; and the legal and structural
protections available to the pass-through certificates.  The
company will use the proceeds from the offerings to finance 2013
and 2014 deliveries of 18 Boeing B737-900ER (extended-range)
aircraft and three new Boeing B787-8s.  Each aircraft's secured
notes are cross-collateralized and cross-defaulted--a provision
S&P believes increases the likelihood that United would cure any
defaults and agree to perform its future obligations, including
its payment obligations, under the indentures in bankruptcy.

The pass-through certificates are a form of enhanced equipment
trust certificates (EETC) and benefit from both legal protections
afforded under Section 1110 of the federal bankruptcy code and
liquidity facilities provided by Natixis S.A., through its New
York branch (A/Negative/A-1).  The liquidity facilities would
cover up to three semiannual interest payments, a period during
which the certificateholders could repossess and remarket the
collateral if United does not enter into an agreement under
Section 1110 in bankruptcy or maintain continuity of interest
payments on the certificates as certificateholders negotiate with
United in a bankruptcy proceeding.

The preliminary ratings applies to a unit consisting of
certificates that represent the trust property and escrow
receipts, which represent interests in deposits that are the
proceeds of the offerings.  The proceeds will be deposited with
Natixis S.A., acting through its New York branch, pending delivery
of the new aircraft.  Amounts deposited under the escrow
agreements are not United's property and are not entitled to the
protections of Section 1110.  S&P's rating on Natixis S.A. is
sufficiently high so that, under its counterparty criteria, this
does not represent a constraint on our preliminary ratings on the
certificates.  Neither the certificates nor the escrow receipts
may be separately assigned or transferred.

S&P believes that United Continental views these planes as
important and would, given the cross-collateralization and cross-
default provisions, likely cure any defaults and agree to perform
its future obligations, including its payment obligations, under
the indenture in an insolvency-related event of the airline.  In
contrast to most EETCs that airlines issued before 2009, the
cross-default would take effect immediately in a bankruptcy if
United rejected any of the aircraft notes.  This should prevent
United from selectively affirming some aircraft notes and
rejecting others ("cherry-picking"), which often harms
certificateholders' interests in a bankruptcy.

This transaction is very similar to Continental Airlines Inc.'s
(whose name was changed to United Airlines Inc. on March 31, 2013)
series 2012-1 and 2012-2 pass-through certificates (to which S&P
assigned 'A-' and 'BBB-' ratings) issued in March and September
2012 (although Class B had lower loan to values in those
transactions). As in the earlier certificates, the collateral pool
consists of B737-900ER (72% by value) and B787-8 (28%) aircraft,
both of which S&P views as good-quality models.  The B737-900ER is
the largest model in Boeing's range of current technology
narrowbody planes.  Entering service in 2007 as a longer-range
version of the relatively unsuccessful B737-900, the model has
gradually gained orders, although it has fewer orders (about 500)
and deliveries (around 170 delivered thus far) and operators (15)
than Airbus' competing model, the A321-200.  The B737-900ER has
not yet been as successful as its operating economics and
capabilities would suggest.  This may be partly because it entered
into service only in 2007, fairly recently and shortly before the
financial crisis and recession in 2008-2009.  However, it is the
best plane available to replace B757-200s in domestic U.S.
service, a factor borne out by Delta Air Lines Inc.'s 2012 order.
S&P believes that the global fleet and operator base will continue
to expand, particularly if it appears that fuel prices will
increase further in coming years.

Boeing will offer a B737-900ER with its new engine option (the
"MAX" series), but S&P do not believe that this will materially
decrease current B737-900ER values in the near term.  Companies
are still ordering the current version to replace many of their
B757-200s.  Following the merger of United and Continental, the
combined company operates two families of narrowbody planes,
Boeing 737s and Airbus 320s.  The combined company appears to
favor the B737-900ER to the competing A321-200, based on recent
orders and management's stated preference.

The remaining collateral value is represented by B787-8s, Boeing's
new long-range, midsize, widebody plane, which it began delivering
(after long delays) in September 2011.  The B787 family (there is
also the larger B787-9, which has not yet been delivered) has been
a huge success in terms of orders.  There are more than 800 orders
(both -8 and -9 versions) to more than 50 airline operators, one
of the fastest starts for any aircraft model.  The airline user
base is globally diversified, and includes a mix of types of
airlines and aircraft leasing companies.  The B787-8 is intended
mainly as a replacement for the B767-300ER, a small widebody.

"We are applying a depreciation rate of 6.5% annually of the
preceding year's value for the 787-8, which is equal to the lowest
depreciation rate we currently use for a widebody plane (for the
B777-300ER).  We chose the 6.5% depreciation rate for the B787-8
based on several factors.  Its resale liquidity should be good for
a widebody plane, although not as good as the most popular
narrowbody planes (which usually have a greater number of airline
operators globally).  With its advanced technology, the 787 should
face little technological risk for many years to come.  At the
same time, the first version of a widebody family of planes that a
manufacturer introduces (the B787-8, in this case) is often partly
superseded by later, improved versions that can carry more
passengers (the B787-9 and, potentially, even larger variants).
The B787-9 will, according to Boeing, have both a higher seat
capacity and slightly longer range than the B787-8, and S&P
believes that this version will ultimately be more successful.
For the B737-900ER, S&P also used a depreciation rate of 6.5%, the
same as it has used before.

"The initial loan to values are 55.1% for the Class A certificates
and 71.0% for Class B, using the appraised base values and
depreciation assumptions in the offering memorandum.  When we
evaluate an EETC, we compare the values provided by the appraisers
that the airline hired with our own sources.  In this case, we are
focusing on the lowest of three base values provided by the
appraisers, which are included in the prospectus.  We apply more
conservative (faster) depreciation rates than those used in the
prospectus (3% of the initial value each year), and our loan to
values start out modestly higher (54.2% for Class A and 70.0% for
Class B) and gradually diverge further from those shown in the
prospectus, reaching a maximum of more than 59% for the Class A
certificates and around 74% for the Class B certificates.  Our
analysis also considered that a full draw of the liquidity
facility, plus interest on those draws, represents a claim senior
to the certificates.  This amount is typical of recent EETCs,
equal to around 5% of the collateral value.  We factored that
added priority claim in our analysis.  We note that the
transaction is structured so that United could later issue
subordinated classes of certificates without a liquidity facility.
In the past, airlines have structured follow-on certificates of
this kind in such a way so that it does not affect the rating on
the outstanding senior certificates," S&P said.

Chicago, Ill.-based United Continental is the largest U.S.
airline, and the world's largest based on traffic.  S&P's
corporate credit rating reflects the company's substantial market
position and expected synergies from the 2010 merger of UAL Corp.,
parent of United, and Continental; and also the company's heavy
debt and lease burden.  S&P characterizes United Continental's
business position as "weak," its financial position as "highly
leveraged," and its liquidity as "adequate" under its criteria.

The rating outlook is stable.  S&P don't expect to change its
ratings over the next year.  However, S&P could raise its ratings
if strong earnings and faster-than-expected achievement of merger
synergies allows the company to generate adjusted funds from
operations (FFO) to debt consistently in the mid-teens percent
area.  On the other hand, S&P could lower its ratings if United's
financial results deteriorate such that FFO to debt falls into the
mid-single-digit percentage area.  This could happen in adverse
industry conditions, possibly resulting from a major recession or
much-worse-than-anticipated merger integration problems.

RATINGS LIST

United Airlines Inc.
Corporate credit rating                        B/Stable/--

New Ratings

United Airlines Inc.
Equipment trust certificates
  Series 2013-1 Class A pass-thru certs         A- (sf) (prelim)
  Series 2013-1 Class B pass-thru certs         BB+ (sf) (prelim)


UNITED SILVER: Secured Creditor Demands Fully Repayment of Loan
---------------------------------------------------------------
United Silver Corp. on Aug. 1 disclosed that HUSC, LLC, the
Company's secured lender, has sent to the Company a notice of
default on its secured loan and demanded repayment in full by
August 12, 2013.  The Company disputes that an event of default
has occurred, and the matter may result in litigation.

The Company has been negotiating with several parties with respect
to the refinance of the HUSC debt and the further development of
the Crescent Mine, but there is no binding or definitive agreement
yet reached.  The Company will provide further updates if and when
an agreement may be reached.

                   About United Silver Corp.

United Silver Corp. (TSX:USC) -- http://www.unitedsilvercorp.com-
- is a vertically integrated Canadian mining company with
operations in Idaho, USA. It has an 80% interest in the Crescent
Silver Mine project in the Silver Valley's prolific Silver Belt --
directly between two of the district's historically largest silver
producing properties, the Sunshine and Bunker Hill mines.  USC
also offers a full suite of mining services including contract
mining and providing a complete fabrication shop and service for
building and repairing mining equipment to silver miners in the
district.


UNITEK GLOBAL: Closes Amendment to Term Credit Agreement
--------------------------------------------------------
UniTek Global Services, Inc. on July 26 disclosed that it has
closed the previously announced amendment to its Term Credit
Agreement.  The Term Amendment waives all existing defaults and
resets financial and other covenants related to the Company's
previously announced financial restatements.  The facility will
keep its original maturity date of April 15, 2018.

In conjunction with the closing of the Term Amendment, the
previously issued 180-day notice of the termination of the master
services agreement between the Company's DirectSat subsidiary and
DIRECTV, LLC, has been withdrawn.

Rocky Romanella, Chief Executive Officer of UniTek Global
Services, said, "We are grateful for DIRECTV's ongoing support.
Their willingness to work with us through our efforts to refinance
the debt is indicative of the strength of our relationship, and we
are pleased to be in a position to continue in our role as an
integrated, value-added fulfillment service provider for them."

Dave Baker, Senior Vice President of DIRECTV, stated, "We are
pleased that UniTek was able to satisfy the requirements for the
automatic withdrawal of the termination notice.  Throughout this
process, they have maintained the high levels of service and
performance that we have come to expect from them, and we look
forward to continuing our relationship."

"Our work on the financial restatements is progressing toward
completion, and with the recently closed refinancing of the ABL
Revolver, this comprehensive amendment to our Term Loan and the
rescission of the DIRECTV termination notice, our team is more
energized and more committed than ever to meeting our near- and
longer-term growth objectives.  We have made great progress
recently, and look forward to the completion of additional
milestone events in this process," concluded Mr. Romanella.

Under the Term Amendment, the Term Lenders have waived existing
defaults and revised the financial covenants and covenants related
to the delivery by the Company of its audited financial statements
for the year ended December 31, 2012 and unaudited financial
statements for the quarters ended March 31 and June 30, 2013.

The amended term loan will continue to bear monthly interest
payable in cash at a rate equal either to LIBOR (with a 1.50%
floor) plus 9.50% or the prime rate plus 8.50%, plus, in either
case, an amount to be added to the principal balance of the term
loan at an annual rate equal to 4.00% of the outstanding balance.
In connection with the Term Amendment, the Company has issued to
the Term Lenders warrants, exercisable at $0.01 per share, for
shares of the Company's common stock equal to 19.99% of the shares
outstanding prior to the date of the Term Amendment.  The lenders
will also receive a waiver and amendment fee, which has been added
to the principal balance of the term loan, equal to 2.00% of the
outstanding loan balance.

                  About UniTek Global Services

UniTek Global Services, Inc., based in Blue Bell, Pennsylvania,
provides fulfillment and infrastructure services to media and
telecommunication companies in the United States and Canada.

As reported by the TCR on June 11, 2013, Standard & Poor's Ratings
Services lowered its corporate credit rating on Blue Bell, Pa.-
based UniTek Global Services Inc. to 'D' from 'CCC'.  "The
downgrade follows UniTek's announcement that it did not make
a scheduled interest payment on May 29, 2013, on its senior
secured term loan due 2018, which we consider to be a default
under our timeliness of payments criteria," said Standard & Poor's
credit analyst Michael Weinstein.

In the June 11, 2013, edition of the TCR, Moody's Investors
Service lowered UniTek Global Services, Inc.'s probability of
default and corporate family ratings to Ca-PD/LD and Ca,
respectively.  The Ca corporate family rating reflects UniTek's
missed interest payment on the term loan which is considered a
default under Moody's definition, the heightened possibility of
another default event, continued delays in the filing of restated
financials including the last two audits, management turnover, the
potential loss of the company's largest customer and other
business and legal risks stemming from issues at the company's
Pinnacle subsidiary.


UNIVERSAL BIOENERGY: Amends 2012 10-K to Amend Disclosures
----------------------------------------------------------
Universal Bioenergy, Inc., has amended its annual report for the
year ended Dec. 31, 2012, to modify certain disclosures in the
descriptive text set forth in Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations.  There
are no modifications to any financial disclosures.  A copy of the
amended Form 10-K is available for free at http://is.gd/pYQHfI

                    About Universal Bioenergy

Headquartered in Irvine, California, Universal Bioenergy Inc.
develops markets alternative and natural energy products
including, natural gas, solar, biofuels, wind, wave, tidal, and
green technology products.

Universal Bioenergy disclosed a net loss of $3.65 million on
$50.51 million of revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $2.23 million on $71.74 million of
revenues during the prior year.  The Company's balance sheet at
March 31, 2013, showed $7.05 million in total assets, $8.68
million in total liabilities and a $1.62 million total
stockholders' deficit.

Bongiovanni & Associates, CPA'S, in Cornelius, 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
operating losses, has an accumulated deficit, has negative working
capital, and has yet to generate an internal cash flow that raises
substantial doubt about its ability to continue as a going
concern.


UNIVITA HEALTH: S&P Raises Secured Debt Rating to 'B'
-----------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating
on Univita Health Inc.'s secured debt to 'B' from 'B-' and revised
the recovery rating to '2' from '3'.  This reflects an increase in
S&P's assessment of the company's fixed charges, which suggests
that if a default occurred, it would likely happen at a higher
level of EBITDA than S&P previously estimated.  As a result, S&P
raised its EBITDA-based default-level valuation by $30 million to
$200 million.

The '2' recovery rating on the secured debt (revolver and term
loan) reflects S&P's expectation for substantial recovery
(70%-90%)  in the event of a default.  S&P's issue-level rating on
this debt is 'B' (one notch above the corporate credit rating).

The 'B-' corporate credit rating is unchanged.  The company's
"vulnerable" business risk profile reflects its small size,
vulnerability to competitive threats, customer and geographic
concentration, as well as the challenges of establishing a
relatively new business model for home-based health care.

The company's "highly levered" financial risk profile reflects
adjusted debt leverage of 13.1x, with funded debt leverage of
7.2x, at March 31, 2013.  S&P views liquidity as "adequate"
following the May 2013 amendment, the $10 million increase to the
credit facility, and the $10 million capital contribution by the
private-equity owners.

RATINGS LIST
Univita Health Inc.
Corporate Credit Rating              B-/Negative/--

Rating Raised; Recovery Rating Revised
                                       To         From
Univita Health Inc.
Senior Secured                         B          B-
Recovery Rating                        2          3


USEC INC: Freezes Benefits Under Retirement and Pension Plans
-------------------------------------------------------------
USEC Inc. froze accrued benefits for active employees under its
retirement plan as part of its internal organizational structure
review effort, effective Aug. 5, 2013.  The Board of Directors of
the Company approved an amendment to the Pension Restoration Plan
to also freeze benefit accruals under that Plan, effective Aug. 5,
2013.

USEC has maintained the Employees' Retirement Plan of USEC Inc., a
broad-based, tax-qualified defined benefit pension plan whose
maximum benefits are limited by legislation.  In addition,
executive officers of the Company who are eligible to participate
in the Qualified Plan, have had the opportunity to participate in
the USEC Inc. Pension Restoration Plan, a non-qualified
supplemental pension benefit that is designed to continue the
accrual of pension benefits that exceed the legislated limits
under the Qualified Plan.

A copy of the Second Amendment to Pension Plan is available for
free at http://is.gd/udDZyh

                           About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

USEC disclosed a net loss of $1.20 billion in 2012, as compared
with a net loss of $491.1 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $1.52 billion in total assets,
$1.99 billion in total liabilities, and a $469.6 million
stockholders' deficit.

PricewaterhouseCoopers LLP, in McLean, Virginia, 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 reported net losses and a stockholders'
deficit at Dec. 31, 2012, and is engaged with its advisors and
certain stakeholders on alternatives for a possible restructuring
of its balance sheet, which raise substantial doubt about its
ability to continue as a going concern.

                        Bankruptcy Warning

"A delisting of our common stock by the NYSE and the failure of
our common stock to be listed on another national exchange could
have significant adverse consequences.  A delisting would likely
have a negative effect on the price of our common stock and would
impair stockholders' ability to sell or purchase our common stock.
As of December 31, 2012, we had $530 million of convertible notes
outstanding.  A 'fundamental change' is triggered under the terms
of our convertible notes if our shares of common stock are not
listed for trading on any of the NYSE, the American Stock
Exchange, the NASDAQ Global Market or the NASDAQ Global Select
Market.  Our receipt of a NYSE continued listing standards
notification described above did not trigger a fundamental change.
If a fundamental change occurs under the convertible notes, the
holders of the notes can require us to repurchase the notes in
full for cash.  We do not have adequate cash to repurchase the
notes.  In addition, the occurrence of a fundamental change under
the convertible notes that permits the holders of the convertible
notes to require a repurchase for cash is an event of default
under our credit facility.  Accordingly, the exercise of remedies
by holders of our convertible notes or lenders under our credit
facility as a result of a delisting would have a material adverse
effect on our liquidity and financial condition and could require
us to file for bankruptcy protection," according to the Company's
annual report for the year ended Dec. 31, 2012.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's.

As reported by the TCR on Aug. 17, 2012, Standard & Poor's Ratings
Services lowered its ratings on USEC Inc., including the corporate
credit rating to 'CCC' from 'CCC+'.

"The downgrade reflects our assessment of USEC's long-term
viability after the company publicly stated that it will be
difficult to continue enrichment operations at the Paducah Gaseous
Diffusion Plant after a one-year multiparty agreement to extend
operations expires in May 2013," said Standard & Poor's credit
analyst Maurice S. Austin.


USEC INC: Government to Fund Add'l $29.9MM Under Amended Pact
-------------------------------------------------------------
USEC Inc. and its subsidiary American Centrifuge Demonstration,
LLC, entered into Amendment No. 006 to the cooperative agreement
dated June 12, 2012, between the U.S. Department of Energy and
USEC and ACD for the research, development and demonstration
program for the American Centrifuge project.  The Amendment amends
the cooperative agreement to provide for additional government
obligated funds of $29.9 million, bringing total government
obligated funding to $227.7 million.  The other terms and
conditions, including the milestones and performance indicators
under the RD&D program were not changed by the Amendment.

The cooperative agreement provides funding for a cost-share RD&D
program for the American Centrifuge project to enhance the
technical and financial readiness of the centrifuge technology for
commercialization.  The cooperative agreement provides for 80
percent DOE and 20 percent USEC cost sharing for work performed
during the period June 1, 2012, through Dec. 31, 2013, with a
total estimated cost of $350 million.  DOE's total contribution
would be up to $280 million and USEC's contribution would be up to
$70 million.  DOE's contribution is incrementally funded.  The
cooperative agreement, as previously amended, provided DOE funding
of $197.8 million.  The Amendment increases the obligated DOE
funding to $227.7 million and allowable costs for the RD&D program
to $284.6 million through Sept. 30, 2013.  USEC is providing cost
sharing equal to 20 percent of those allowable costs or $56.9
million through Sept. 30, 2013.  USEC's 20 percent contribution
includes investments made by USEC commencing June 1, 2012.

DOE's remaining cost share under the RD&D program of up to $52.3
million is conditioned upon USEC continuing to meet all milestones
and deliverables on schedule, USEC continuing to demonstrate to
DOE's satisfaction its ability to meet future milestones, and the
availability of appropriations or other sources of consideration.
USEC is continuing to work with Congress and the administration to
obtain funding for the remaining DOE cost-share needed to fund the
RD&D program through December 2013.  The administration has
included transfer authority of $48 million to fund the RD&D
program in the President's Government Fiscal Year 2014 budget, and
the same level of funding is in the FY 2014 Energy and Water
Appropriations bill approved by the House of Representatives on
July 10, 2013, and in the Senate version of the bill reported to
the Senate by the Senate Appropriations Committee on June 27,
2013.  USEC believes that this level of funding, if provided,
would be sufficient to complete the RD&D program.  However, there
is no assurance that this additional funding will be made
available.

The Company, or its subsidiaries, is also a party to a number of
other agreements or arrangements with the U.S. government.

                           About USEC Inc.

Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) --
http://www.usec.com/-- supplies enriched uranium fuel for
commercial nuclear power plants.

USEC disclosed a net loss of $1.20 billion in 2012, as compared
with a net loss of $491.1 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $1.52 billion in total assets,
$1.99 billion in total liabilities, and a $469.6 million
stockholders' deficit.

PricewaterhouseCoopers LLP, in McLean, Virginia, 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 reported net losses and a stockholders'
deficit at Dec. 31, 2012, and is engaged with its advisors and
certain stakeholders on alternatives for a possible restructuring
of its balance sheet, which raise substantial doubt about its
ability to continue as a going concern.

                        Bankruptcy Warning

"A delisting of our common stock by the NYSE and the failure of
our common stock to be listed on another national exchange could
have significant adverse consequences.  A delisting would likely
have a negative effect on the price of our common stock and would
impair stockholders' ability to sell or purchase our common stock.
As of December 31, 2012, we had $530 million of convertible notes
outstanding.  A 'fundamental change' is triggered under the terms
of our convertible notes if our shares of common stock are not
listed for trading on any of the NYSE, the American Stock
Exchange, the NASDAQ Global Market or the NASDAQ Global Select
Market.  Our receipt of a NYSE continued listing standards
notification described above did not trigger a fundamental change.
If a fundamental change occurs under the convertible notes, the
holders of the notes can require us to repurchase the notes in
full for cash.  We do not have adequate cash to repurchase the
notes.  In addition, the occurrence of a fundamental change under
the convertible notes that permits the holders of the convertible
notes to require a repurchase for cash is an event of default
under our credit facility.  Accordingly, the exercise of remedies
by holders of our convertible notes or lenders under our credit
facility as a result of a delisting would have a material adverse
effect on our liquidity and financial condition and could require
us to file for bankruptcy protection," according to the Company's
annual report for the year ended Dec. 31, 2012.

                           *     *     *

USEC Inc. carries 'Caa1' corporate and probability of default
ratings, with "developing" outlook, from Moody's.

As reported by the TCR on Aug. 17, 2012, Standard & Poor's Ratings
Services lowered its ratings on USEC Inc., including the corporate
credit rating to 'CCC' from 'CCC+'.

"The downgrade reflects our assessment of USEC's long-term
viability after the company publicly stated that it will be
difficult to continue enrichment operations at the Paducah Gaseous
Diffusion Plant after a one-year multiparty agreement to extend
operations expires in May 2013," said Standard & Poor's credit
analyst Maurice S. Austin.


USG CORP: Posts $25 Million Net Income in Second Quarter
--------------------------------------------------------
USG Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $25 million on $916 million of net sales for the three months
ended June 30, 2013, as compared with a net loss of $57 million on
$798 million of net sales for the same period during the prior
year.

For the six months ended June 30, 2013, the Company had net income
of $27 million on $1.73 billion of net sales, as compared with a
net loss of $84 million on $1.58 billion of net sales for the same
period a year ago.

As of June 30, 2013, the Company had $3.68 billion in total
assets, $3.64 billion in total liabilities and $40 million in
total stockholders' equity including noncontrolling interest.

"We are pleased to generate net income for the second consecutive
quarter," said James S. Metcalf, chairman, president and CEO.
"Results in all major business units have improved from one year
ago, including L&W Supply, which achieved an operating profit for
the first time since 2008."

The corporation's adjusted net income was $26 million in the
second quarter of 2013, which compares to an adjusted net loss of
$18 million in the second quarter of 2012.  The adjusted net
income for the second quarter of 2013 excludes $1 million in
restructuring charges.  The adjusted net income for the second
quarter of 2012 excluded $2 million in income from discontinued
operations and $41 million in loss on the extinguishment of debt.

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

                        http://is.gd/rjMJE3

                       About USG Corporation

Based in Chicago, Ill., USG Corporation -- http://www.usg.com/--
through its subsidiaries, manufactures and distributes building
materials producing a wide range of products for use in new
residential, new nonresidential and repair and remodel
construction, as well as products used in certain industrial
processes.

The company filed for Chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  When the Debtors filed for
protection from their creditors, they disclosed $3.252 billion in
assets and $2.739 billion in liabilities.  The Debtors emerged
from bankruptcy protection on June 20, 2006.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $125 million on $3.22 billion of net sales, as compared
with a net loss of $390 million on $2.91 billion of net sales
during the prior year.

                            *     *     *

As reported by the TCR on Aug. 15, 2011, Standard & Poor's Ratings
Services lowered its corporate credit rating on USG Corp. to 'B'
from 'B+'.

"The downgrade reflects our expectation that USG's operating
results and cash flow are likely to be strained over the next year
due to the ongoing depressed level of housing starts and still-
weak commercial construction activity," said Standard & Poor's
credit analyst Thomas Nadramia.  "It is now more likely, in
our view, that any meaningful recovery in housing starts may be
deferred until late 2012 or into 2013.  As a result, the risk that
USG's liquidity in the next 12 to 24 months will continue to erode
(and be less than we incorporated into our prior ratings) has
increased.  The ratings previously incorporated a greater
improvement in housing starts, which would have enabled USG to
reduce its negative operating cash flow in 2012 and achieve
breakeven cash flow or better by 2013."

In the Sept. 11, 2012, edition of the TCR, Fitch Ratings has
affirmed USG Corporation's (NYSE: USG) ratings, including the
company's Issuer Default Rating (IDR) at 'B-'.  The
Rating Outlook has been revised to Stable from Negative.

The ratings for USG reflect the company's leading market position
in all of its businesses, strong brand recognition, its large
manufacturing network and sizeable gypsum reserves.  Risks include
the cyclicality of the company's end-markets, excess capacity
currently in place in the U.S. wallboard industry, volatility of
wallboard pricing and shipments and the company's high leverage.

As reported by the TCR on Dec. 5, 2012, Moody's Investors Service
affirmed USG Corporation's Caa1 Corporate Family Rating and Caa1
Probability of Default Rating.  USG's Caa1 Corporate Family Rating
reflects its high debt leverage characteristics, despite Moody's
expectation of improving operating performance.


VAIL LAKE: Court Affirms Tentative Ruling Approving Use of Cash
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
affirmed at a final hearing on July 18, 2013, the Court's
tentative ruling dated July 15, 2013, approving the Motion of Vail
Lake Rancho California, LLC, for Final Order for Use of Cash
Collateral.

The Motion was granted on the same limited grounds indicated in
the interim order; that is, without a determination of the extent
of any lien asserted against the Debtors' estates (by Cambridge or
any other purportedly secured creditor) or ownership of its cash.
Further, although the tentative order is characterized as "final",
the Debtors must understand that the finality of the order may be
affected by any determination arising out of the adjudication of
the validity, priority or extent of any lien asserted against the
Debtors' estates and/or ownership of its cash, in an adversary
proceeding.

As reported in the TCR on July 1, 2013, Bankruptcy Judge Louise
DeCarl Adler entered an interim order granting Vail Lake Rancho
California, LLC, et al., authority to use cash for business
operations in accordance with a prepared budget.

The Court is reserving final ruling on whether any of the Cash
constitutes collateral of any Prepetition Lienholder.  To the
extent any Cash may be the collateral of any Prepetition
Lienholders, the Debtors are authorized to use such Cash for
expenses in the ordinary course of business, pursuant to Sec. 361
and 363 of the Bankruptpcy Code on an interim basis pending a
final hearing on the Motion.

                        About Vail Lake

Vail Lake Rancho California, LLC and its affiliates own the
California campground Vail Lake Resort. Vail Lake is a large
reservoir in western Riverside County, California, located on
Temecula Creek in the Santa Margarita River watershed,
approximately 15 miles east of Temecula, California.  Properties
cover approximately 9,000 acres and have an estimated water
storage capacity of approximately 51,000 acre-feet.

On Dec. 26, 2012, creditors of Vail Lake filed an involuntary
Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail
Lake.  In a filing on June 6, 2013, the Debtor said it consents to
the entry of an order for relief and does not contest the
involuntary Chapter 11 petition.

On June 5, 2013, the company sent 5 related entities -- Vail Lake
USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail
Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational
Management, LLC -- to Chapter 11 bankruptcy.

The new debtors have sought and obtained an order for joint
administration of their Chapter 11 cases with Vail Lake Rancho
(Case No. 12-16684).

The Debtors are represented by attorneys at Cooley LLP and
Phillips, Haskett & Ingwalson, A.P.C.  Thomas C. Hebrank at E3
Realty Advisors, Inc., serves as the Debtors' chief restructuring
officer.

The Debtors' consolidated assets, as of May 31, 2013, total
approximately $291,016,000 and liabilities total $52,796,846.


VANTAGE PIPELINE: S&P Assigns 'BB-' Rating to US$225MM Term Loan B
------------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
issue-level rating and '3' recovery rating to Calgary, Alta.-based
Vantage Pipeline Canada ULC and Vantage Pipeline US L.P.
(collectively, Vantage) US$225 million term loan B.  The '3'
recovery rating indicates S&P's expectation of meaningful recovery
(50%-70%) in a default scenario.

"The ratings on Vantage reflect our assessment of the company's
"satisfactory" business risk profile and "highly leveraged"
financial risk profile," said Standard & Poor's credit analyst
Gerry Hannochko.

Vantage will construct an ethane pipeline that has a 10-year take-
or-pay transport agreement for 50% of the pipeline capacity with
Nova Chemicals Corp. that provides stable cash flows.  S&P
believes that offsetting the strengths is that the company relies
on one contracted speculative-grade shipper and one supply source,
and has a single pipeline asset.  In addition, there is
construction risk because the pipeline is set to be completed in
October 2013 for an early November 2013 in-service date.  After
construction, S&P expects the company to have a very high degree
of financial leverage

Vantage is a private company that is constructing a high vapor
pressure, 10-inch liquid ethane pipeline between Hess Corp.'s
Tioga natural gas processing facility in North Dakota and an
interconnect with the Alberta Ethane Gathering System near
Empress, Alta.  The 40,000 barrel per day pipeline will run for
more than 700 kilometers and have two pumping stations.

RATINGS LIST

Vantage Pipeline Canada ULC
Vantage Pipeline US L.P.

Corporate credit rating               BB-/Stable/--

Ratings Assigned
US$225 million term loan B            BB-
  Recovery rating                      3


VILLAGE AT KNAPP'S: Case Summary & 15 Unsecured Creditors
---------------------------------------------------------
Debtor: The Village At Knapp's Crossing, L.L.C.
        6274 28th, S.E.
        Grand Rapids, MI 49546

Bankruptcy Case No.: 13-06094

Chapter 11 Petition Date: July 25, 2013

Court: U.S. Bankruptcy Court
       Western District of Michigan (Grand Rapids)

Judge: Scott W. Dales

Debtor's Counsel: John W. Zaskiewicz, Esq.
                  TISHKOFF & ASSOCIATES, PLLC
                  407 N. Main Street
                  Ann Arbor, MI 48104
                  Tel: (734) 663-4077
                  Fax: (734) 665-1613
                  E-mail: jack@tishlaw.com

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

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

The petition was signed by Steven D. Benner, managing member on
behalf of S.D. Benner, sole member.

Debtor's List of Its Largest Unsecured Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
City of Grand Rapids               Water Main              $70,519
1101 Monroe Avenue NW              Installation
Grand Rapids, MI 49503

Foster Swift                       Attorney Fees           $17,890
1700 East Beltline Avenue NE, Suite 200
Grand Rapids, MI 49525

Detroit Testing Company            Environmental Soil      $10,500
601 W. Fort Street                 Testing
Detroit, MI 48226

John Huizinga, CPA                 Accounting Work          $9,500

Arthur J. Gallagher Risk           Bond Fees                $6,450

Cunningham Dalman, P.C.            Attorney Fees            $6,000

Robert Attmore Attorney At Law     Attorney Fees            $3,445

Equipment Solutions                Equipment Rental         $2,400

Michael A. McInerney, PLC          Attorney Fees              $350

First Community Bank               Mortgage               $167,114
                                                 Net Unsecured: $0

International Bank of Chicago      Mortgage             $4,142,007
                                                 Net Unsecured: $0

Commerica Bank                     Mortgage               $468,243
                                                 Net Unsecured: $0

Steven D. Benner                   Leasing Commissions     Unknown

SD Benner, LLC                     Loans, etc.             Unknown

Evergreen Properties of            Management Fees, etc.   Unknown
Michigan, Inc.


VPR CORP: Creditors Say PE Owner's $50MM Claim Must Be Redefined
----------------------------------------------------------------
Stewart Bishop of BankruptcyLaw360 reported that creditors of oil
and gas company VPR Corp. sued affiliates of the company's private
equity owner in Texas bankruptcy court, saying their alleged $50
million secured claim is actually equity and should be
reclassified.

According to the report, the official creditors committee contends
that the "secured loan" from affiliates of Chicago-based Victory
Park Capital Advisors LLP was actually a capital infusion into a
"vastly undercapitalized company" in exchange for equity.

                        About VPR Operating

VPR Operating, LLC, and three related entities sought Chapter 11
protection (Bankr. W.D. Tex. Lead Case No. 13-10599) in Austin
on March 29, 2013.  Brian John Smith, Esq., at Patton Boggs LLP,
serves as the Debtor's counsel.  Judge Craig A. Gargotta presides
over the case.

The Debtor disclosed $13,400,000 in assets and $11,119,045 in
liabilities as of the Chapter 11 filing.

Privately owned VPR is an oil and gas company focused on acquiring
and developing assets in the domestic onshore basins of the United
States.  It has 53 producing wells, which generate revenue of
approximately $375,000 per month on average after royalty
payments.  VPR was founded in 2008, and maintains producing oil
and gas properties in Oklahoma and New Mexico.

The U.S. Trustee appointed five entities to an official committee
of creditors.  Kell C. Mercer, Esq., at Brown McCarroll, L.L.P.
represents the Official Committee of Creditors.


VPR CORP: Can Employ Holland & Knight as Counsel
------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas
authorized VPR Operating, LLC, et al., to employ Holland & Knight
LLP as bankruptcy counsel, nunc pro tunc to July 1, 2013.

As reported in the TCR on July 9, 2013, the Debtors initially
selected Patton Boggs LLP to act as bankruptcy counsel for the
Debtors.  On April 11, 2013, the Debtor filed an application to
employ Patton Boggs LLP as bankruptcy counsel, and the Court
entered an order approving the application on May 15, 2013, which
was subsequently amended on May 20, 2013.  Patton Boggs'
representation of the Debtors was led by Robert W. Jones and Brent
R. McIlwain, both partners at Patton Boggs as of the Petition
Date.  Effective June 28, 2013, Messrs. Jones and McIlwain
resigned from Patton Boggs and joined Holland & Knight as
partners.  Indeed, all of the attorneys who have assisted in
representing the Debtors since the Petition Date will be joining
Holland & Knight.

Given that all of the attorneys who have assisted in representing
the Debtors are now attorneys at Holland & Knight, the Debtors
have determined that it is in the best interests of their estates
to retain Holland & Knight as bankruptcy counsel for Debtors in
the place of Patton Boggs.  The Debtors believe that Holland &
Knight will be able to efficiently and effectively represent the
estates, and will maintain the continuity of counsel necessary to
ensure that the Debtors continue to proceed toward realizing value
for creditors.

Holland & Knight will, among other things, assist the Debtors in
preparation of all documents, motions, applications, reports, and
papers necessary for the administration of these Chapter 11 cases,
at these hourly rates:

      Robert W. Jones, Partner       $755
      Brent R. McIlwain, Partner     $615
      Brian Smith, Associate         $460

                        About VPR Operating

VPR Operating, LLC, and three related entities sought Chapter 11
protection (Bankr. W.D. Tex. Lead Case No. 13-10599) in Austin
on March 29, 2013.  Brian John Smith, Esq., at Patton Boggs LLP,
serves as the Debtor's counsel.  Judge Craig A. Gargotta presides
over the case.

The Debtor disclosed $13,400,000 in assets and $11,119,045 in
liabilities as of the Chapter 11 filing.

Privately owned VPR is an oil and gas company focused on acquiring
and developing assets in the domestic onshore basins of the United
States.  It has 53 producing wells, which generate revenue of
approximately $375,000 per month on average after royalty
payments.  VPR was founded in 2008, and maintains producing oil
and gas properties in Oklahoma and New Mexico.

The U.S. Trustee appointed five entities to an official committee
of creditors.  Kell C. Mercer, Esq., at Brown McCarroll, L.L.P.
represents the Official Committee of Creditors.


VUZIX CORP: To Offer $6 Million Worth of Securities
---------------------------------------------------
Vuzix Corporation plans to offer approximately $6 million shares
of common stock and warrants, according to the Company's free
writing prospectus filed with the U.S. Securities and Exchange
Commission on July 30, 2013.  The Company expects to use the net
proceeds received from this offering to complete commercialization
of its waveguide, smart glasses and HD display engine
technologies, debt repayment and for working capital and general
corporate purposes.  The sole bookrunner of the offering is Aegis
Capital Corp.  A copy of the FWP is available for free at:

                        http://is.gd/duDEwG

                          About Vuzix Corp.

Rochester, New York-based Vuzix Corporation (TSX-V: VZX)
OTC BB: VUZI) -- http://www.vuzix.com/-- is a supplier of Video
Eyewear products in the defense, consumer and media &
entertainment markets.

Vuzix reported net income of $322,840 for the year ended Dec. 31,
2012, as compared with a net loss of $3.87 million during the
prior year.  The Company's balance sheet at March 31, 2013, showed
$3.08 million in total assets, $10.14 million in total liabilities
and a $7.05 million total stockholders' deficit.

EFP Rotenberg, LLP, in Rochester, New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has incurred substantial losses from operations
in recent years.  In addition, the Company is dependent on its
various debt and compensation agreements to fund its working
capital needs.  The Company was not in compliance with its
financial covenants under a senior secured debt holder and had
other debts past due in some cases.  These conditions raise
substantial doubt about its ability to continue as a going
concern.

                        Bankruptcy Warning

"We have engaged an investment banking firm to assist us with
respect to a planned public stock offering of up to $15,000,000.
Our future viability is dependent on our ability to execute these
plans successfully.  If we fail to do so for any reason, we would
not have adequate liquidity to fund our operations, would not be
able to continue as a going concern and could be forced to seek
relief through a filing under U.S. Bankruptcy Code," the Company
said in its annual report for the year ended Dec. 31, 2012.


VYSTAR CORP: Incurs $790,000 Net Loss in Q1
-------------------------------------------
Vystar Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $790,880 on $296,578 of net revenues for the three months ended
March 31, 2013, as compared with a net loss of $684,992 on
$124,028 of net revenues for the same period during the prior
year.

As of March 31, 2013, the Company had $921,378 in total assets,
$3.29 million in total liabilities and a $2.36 million total
stockholders' deficit.

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

                       http://is.gd/d84mR8

                         About Vystar Corp

Duluth, Ga.-based Vystar Corporation is the creator and exclusive
owner of the innovative technology to produce Vytex(R) Natural
Rubber Latex.  This technology reduces antigenic protein in
natural rubber latex products to virtually undetectable levels in
both liquid NRL and finished latex products.

Vystar reported a net loss of $2.74 million on $540,168 of revenue
for the year ended Dec. 31, 2012, as compared with a net loss of
$3.60 million on $347,250 of revenue during the prior year.

Habif, Arogeti & Wynne, LLP, in Atlanta, Georgia, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company's recurring losses from operations, capital
deficit, and limited capital resources raise substantial doubt
about its ability to continue as a going concern.

                         Bankruptcy Warning

"There can be no assurances that the Company will be able to
achieve its projected level of revenue in 2013 and beyond.  If the
Company is unable to achieve its projected revenue and is not able
to obtain alternate additional financing of equity or debt, the
Company would need to significantly curtail or reorient its
operations during 2013, which could have a material adverse effect
on the Company's ability to achieve its business objectives and as
a result may require the Company to file for bankruptcy or cease
operations," the Company said.


WALTER ENERGY: Bank Debt Trades at 4% Off
-----------------------------------------
Participations in a syndicated loan under which Walter Energy Inc
is a borrower traded in the secondary market at 96.42 cents-on-
the-dollar during the week ended Friday, August 2, 2013 according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents a decrease of 3.00
percentage points from the previous week, The Journal relates.
Walter Energy Inc pays 300 basis points above LIBOR to borrow
under the facility.  The bank loan matures on March 14, 2018.  The
bank debt carries Moody's B2 rating and Standard & Poor's B+
rating.  The loan is one of the biggest gainers and losers among
249 widely quoted syndicated loans with five or more bids in
secondary trading for the week ended Friday.

Walter Energy, Inc., headquartered in Birmingham, Alabama, is
primarily a metallurgical coal producer which also produces
metallurgical coke, steam and industrial coal, and natural gas.
The company acquired met coal producer Western Coal Corporation in
April 2011.


WAVE SYSTEMS: To Complete $1.5 Million Stock Offering
-----------------------------------------------------
Wave Systems Corp. agreed to sell to investors 1,204,470 shares of
its Class A common stock at a price of $1.27 per share, yielding
gross proceeds of approximately $1,529,677.  The $1.27 share price
reflects the closing bid price on July 24, 2013.  The net proceeds
of the financing will be used to fund Wave's ongoing operations.

Security Research Associates acted as placement agent in
connection with the offering.  The shares sold to investors in
this offering are being issued under a $30 million shelf
registration statement declared effective by the Securities and
Exchange Commission on July 22, 2011.  A prospectus supplement
related to the public offering will be filed with the Securities
and Exchange Commission.

In connection with the offering, Wave agreed to pay the Placement
Agent a cash fee of $91,781 (6 percent of the gross proceeds paid
to Wave in connection with the offering) and will issue to the
Placement Agent or its designees warrants to purchase up to 72,268
common shares at an exercise price of $1.27 per share.  The
warrants are exercisable for 36 months beginning on the date of
issuance.

                         About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

KPMG LLP, in Boston Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
Wave Systems Corp. has suffered recurring losses from operations
and has an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $33.96 million, as compared with a net loss of $10.79
million in 2011.  The Company's balance sheet at March 31, 2013,
showed $10.77 million in total assets, $22.19 million in total
liabilities and a $11.42 million total stockholders' deficit.


WAVE SYSTEMS: Regains Compliance with NASDAQ Marketplace Rule
-------------------------------------------------------------
Wave Systems Corp. received notice from the NASDAQ Listing
Qualifications Department that Wave has regained compliance with
NASDAQ Marketplace Rule 5550(a)(2) relating to the minimum $1.00
per share bid price of the company's Class A common stock.  Shares
of the company's Class A common stock maintained a closing bid
price of at least $1.00 per share for the required ten consecutive
days, from July 9 through July 22, 2013.

Because the company has regained compliance with the minimum bid
price rule, a previously scheduled hearing with the NASDAQ Hearing
Panel has been deemed moot and will not be held.

                        About Wave Systems

Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) --
http://www.wave.com/-- develops, produces and markets products
for hardware-based digital security, including security
applications and services that are complementary to and work with
the specifications of the Trusted Computing Group, an industry
standards organization comprised of computer and device
manufacturers, software vendors and other computing products
manufacturers.

KPMG LLP, in Boston Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.  The independent auditors noted that
Wave Systems Corp. has suffered recurring losses from operations
and has an accumulated deficit that raise substantial doubt about
its ability to continue as a going concern.

For the 12 months ended Dec. 31, 2012, the Company incurred a net
loss of $33.96 million, as compared with a net loss of $10.79
million in 2011.  The Company's balance sheet at March 31, 2013,
showed $10.77 million in total assets, $22.19 million in total
liabilities and a $11.42 million total stockholders' deficit.


WERNER LADDER: App. Ct. Says New Werner Not Liable in Doyle Suit
----------------------------------------------------------------
The Court of Civil Appeals of Oklahoma upheld a trial court order
granting the motions for summary judgment of New Werner Holding
Company, Inc. and Home Depot Inc., and denying Plaintiff Rick
Doyle's motion for default judgment against Werner Co., aka Old
Ladder Company in a product liability lawsuit.

RICK DOYLE, individually, Plaintiff/Appellant, v. NEW WERNER
HOLDING COMPANY, INC., a Pennsylvania corporation, WERNER CO., a
Pennsylvania corporation, ABC COMPANY, a fictitious corporation,
and HOME DEPOT, INC., a Delaware corporation, Defendants/
Appellees, Case No. 110794, alleges that the Defendants
negligently designed, manufactured and sold him a defective ladder
without adequate warnings.

In a July 9, 2013 decision, the Appeals Court concluded that New
Werner did not design or distribute the Plaintiff's ladder, and
did not agree in writing to assume liability for any such claims
against Old Ladder Co. -- indeed, the Old Ladder Co. bankruptcy
court expressly held New Werner was not so liable as successor to
Old Ladder Co., and Old Ladder Co., having invoked the protection
of the bankruptcy court, is beyond the reach of Plaintiff's
claims.  The Appeals Court adds that as the mere seller of the
ladder, any liability of Home Depot depends on the existence of a
defect, but the Plaintiff wholly failed to controvert the opinion
of the Defendants' expert of no such defect.

A copy of the Appeals Court's July 9, 2013 decision is available
at http://is.gd/XjSag1from Leagle.com.

Appellant Rick Doyle is represented by Robert P. Coffey, Jr.,
Esq., and David C. Senger, Esq., of Coffey, Gudgel & McDaniel --
amy@cgmlawok.com -- in Tulsa, Oklahoma.

Appellees New Werner Holding Company, et al., are represented by
Joseph R. Farris, Esq. -- jfarris@tulsalawyer.com -- and Sarah E.
Buchan, Esq. -- sbuchan@tulsalawyer.com -- of Franden, Woodard &
Farris, in Tulsa, Oklahoma.

                       About Werner Ladder

Based in Greenville, Pennsylvania, Werner Holding Co. (DE) Inc.
aka Werner Ladder Co. -- http://www.wernerladder.com/--
manufactured and distributed ladders, climbing equipment and
ladder accessories.

The company and three of its affiliates filed for chapter 11
protection on June 12, 2006 (Bankr. D. Del. Case No. 06-10578).
The Debtors were represented by the firm of Willkie Farr &
Gallagher LLP as lead counsel and the firm of Young, Conaway,
Stargatt & Taylor LLP as co-counsel.  Rothschild Inc. was the
Debtors' financial advisor.  The Official Committee of Unsecured
Creditors was represented by the firm of Winston & Strawn LLP as
lead counsel and the firm of Greenberg Traurig LLP as co-counsel.
Jefferies & Company served as the Creditor Committee's financial
advisor.  At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.

On June 19, 2007, the Creditors Committee submitted a Liquidating
Plan and Disclosure Statement for Werner.  On September 10, 2007,
the Committee filed an Amended Plan and Disclosure Statement.  On
September 13, 2007, the Committee filed its 2nd Amended Plan and
on September 14, the Court approved the adequacy of the Amended
Disclosure Statement explaining the 2nd Amended Plan.  The Court
confirmed the 2nd Amended Plan on October 25.

New Werner Holding Co. (DE), LLC, a newly formed corporation,
purchased substantially all the Debtors' assets in 2007.  New
Werner is a separate operating company.


WESTMORELAND COAL: Incurs $622,000 Net Loss in 2nd Quarter
----------------------------------------------------------
Westmoreland Coal Company filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss applicable to common shareholders of $622,000 on
$162.49 million of revenues for the three months ended June 30,
2013, as compared with a net loss applicable to common
shareholders of $12.42 million on $132.84 million of revenues fo
rthe asme period a year ago.

For the six months ended June 30, 2013, the Company incurred a net
loss applicable to common shareholders of $3.34 million on $323.94
million of revenues, as compared with a net loss applicable to
common shareholders of $11.90 million on $280.07 million of
revenues for the same period during the prior year.

As of June 30, 2013, the Company had $933.60 million in total
assets, $1.21 billion in total liabilities and a $281.56 million
total deficit.

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

                        http://is.gd/M8eg4Y

                      About Westmoreland Coal

Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE
AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest
independent coal company in the United States.  The Company's coal
operations include coal mining in the Powder River Basin in
Montana and lignite mining operations in Montana, North Dakota and
Texas.  Its power operations include ownership of the two-unit
ROVA coal-fired power plant in North Carolina.

Westmoreland Coal incurred a net loss of $13.66 million in 2012, a
net loss of $36.87 million in 2011, and a net loss of $3.17
million in 2010.

                           *     *     *

As reported by the TCR on Nov. 6, 2012, Standard & Poor's
Ratings Services raised its corporate credit rating on Englewood,
Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'.

"The upgrade reflects our view that WLB is less vulnerable to
default after successfully negotiating less restrictive covenant
requirements for an unrated $110 million term loan due 2018," said
credit analyst Gayle Bowerman.  "Our assessment of WLB's business
risk profile as 'vulnerable' and financial risk profile as 'highly
leveraged' are unchanged.  We also revised our liquidity score to
'adequate' based on the covenant relief and additional liquidity
provided under the company's new $20 million asset-based loan
(ABL) facility from 'less than adequate'."

Westmoreland Coal carries a Caa1 corporate family rating from
Moody's Investors Service.


WORLD SURVEILLANCE: Files Lawsuit Against La Jolla Cove Investors
-----------------------------------------------------------------
World Surveillance Group Inc. has filed a lawsuit against La Jolla
Cove Investors, Inc., in the United States District Court for the
Northern District of California relating to the finance documents
entered into by the Company with La Jolla in January 2012.  World
Surveillance Group seeks injunctive relief in addition to
unspecified monetary damages as well as other relief.

In the lawsuit, World Surveillance Group is alleging breach of
contract and other causes of action.  A copy of the complaint is
available for free at http://is.gd/7weA28

Glenn D. Estrella, president and CEO of World Surveillance Group,
stated, "We have been very disappointed in the relationship
between the Company and La Jolla for some time, and believe that
the actions we have taken to file this lawsuit are in the best
interests of the Company and our shareholders.  As we strive to
enhance shareholder value, we look forward to securing other
options to advance our business that are more beneficial to the
Company and our stakeholders."

                      About World Surveillance

World Surveillance Group Inc. designs, develops, markets and sells
autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs)
capable of carrying payloads that provide persistent security
and/or wireless communication from air to ground solutions at low,
mid and high altitudes.  The Company's airships, when integrated
with electronics systems and other high technology payloads, are
designed for use by government-related and commercial entities
that require real-time intelligence, surveillance and
reconnaissance or communications support for military, homeland
defense, border control, drug interdiction, natural disaster
relief and maritime missions.  The Company is headquartered at the
Kennedy Space Center, in Florida.

World Surveillance disclosed a net loss of $3.36 million on
$272,201 of net revenues for the year ended Dec. 31, 2012, as
compared with a net loss of $1.12 million on $19,896 of net
revenues in 2011.  The Company's balance sheet at March 31, 2013,
showed $3.89 million in total assets, $16.59 million in total
liabilities and a $12.69 million total stockholders' deficit.

Rosen Seymour Shapss Martin & Company LLP, in New York, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has experienced significant losses
and negative cash flows, resulting in decreased capital and
increased accumulated deficits.  These conditions raise
substantial doubt about its ability to continue as a going
concern.

                        Bankruptcy Warning

"Our indebtedness at March 31, 2013 was $16,591,883.  A portion of
such indebtedness reflects judicial judgments against us that
could result in liens being placed on our bank accounts or assets.
We are continuing to review our ability to reduce this debt level
due to the age and/or settlement of certain payables but we may
not be able to do so.  This level of indebtedness could, among
other things:

   * make it difficult for us to make payments on this debt and
     other obligations;

   * make it difficult for us to obtain future financing;

   * require us to redirect significant amounts of cash from
     operations to servicing the debt;

   * require us to take measures such as the reduction in scale of
     our operations that might hurt our future performance in
     order to satisfy our debt obligations; and
   * make us more vulnerable to bankruptcy or an unwanted
     acquisition on terms unsatisfactory to us," according to the
     Company's Form 10-Q for the period ended March 31, 2013.


WPCS INTERNATIONAL: Chairman and CEO Resigns
--------------------------------------------
WPCS International Incorporated said that its Chairman and CEO,
Andrew Hidalgo will be stepping down from his position, effective
July 30, 2013, to pursue private equity investments.  Mr. Hidalgo
will be replaced by Sebastian Giordano, a current director, who
will assume an Interim CEO role, while the WPCS Board of Directors
undertakes a search for a permanent Chairman and CEO.

Mr. Hidalgo stated, "I have enjoyed my time at WPCS and look
forward to supporting the continued success of the Company.  I
have been interested in private equity for some time however, due
to the two difficult fiscal years prior to this fiscal year I felt
an obligation to turnaround the financial performance before
exiting.  This fiscal year has been a healthier fiscal year for
the Company and now I can step back and allow new leadership to
bring WPCS to its next level of success."

Joseph Heater, chief financial officer for WPCS, commented, "We
cannot express enough gratitude to Andy, as founder of WPCS, for
building the Company from the ground up into a multi-million
dollar corporation operating on three continents.  Andy's efforts
created value for all investors and his recent success in turning
around the Company from a difficult financial period just
accentuates his leadership skills."

Mr. Giordano who has over 25 years of strategic, financial and
operational experience serving as a board member, CEO, CFO, and
Chief Restructuring Officer, added, "With a strong management team
that includes Executive Vice President, Myron Polulak and Chief
Financial Officer, Joseph Heater, as well as strong operation
center presidents, we look forward to building upon the recent
positive developments the Company has achieved.  As part of his
separation agreement, Mr. Hidalgo intends to submit a bid to
acquire certain underperforming operation centers from WPCS, which
is consistent with the Company's ongoing plan to improve its
financial results, including evaluating such opportunities, that
can increase shareholder value for all our investors in the near
future."

Effective Aug. 1, 2013, the Company entered into a letter
agreement with Mr. Giordano to serve as Interim CEO on a part-time
basis until a permanent chief executive officer is appointed.  The
Giordano Agreement can be terminated by either party upon 30 days
prior notice.  Pursuant to the Giordano Agreement, Giordano will
receive a monthly consulting fee of $10,833.

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

                      http://is.gd/uxH55H

                     About WPCS International

Exton, Pennsylvania-based WPCS International Incorporated provides
design-build engineering services that focus on the implementation
requirements of communications infrastructure.  The Company
provides its engineering capabilities including wireless
communication, specialty construction and electrical power to the
public services, healthcare, energy and corporate enterprise
markets worldwide.

As reported by the TCR on Dec. 8, 2011, WPCS International and its
United Stated based subsidiaries, previously entered into a loan
agreement, dated April 10, 2007, as extended, modified and amended
several times, with Bank of America, N.A.  The Company is seeking
alternative debt financing and has conducted discussions with
other senior lenders to replace the Loan Agreement.  The Company
may not be successful in obtaining alternative debt financing or
additional financing sources may not be available on acceptable
terms.  If the Company is required to repay the Loan Agreement,
the Company has sufficient working capital to repay the
outstanding borrowings.

J.H. COHN LLP, in Eatontown, New Jersey, issued a "going concern"
qualification on the consolidated financial statements for the
fiscal year ended April 30, 2012.  The independent auditors noted
that the Company is in default of certain covenants of its credit
agreement and has incurred operating losses, negative cash flows
from operating activities and has a working capital deficiency as
of April 30, 2012.  These matters raise substantial doubt about
the Company's ability to continue as a going concern.

WPCS reported a net loss attributable to the Company of
$20.54 million for the year ended April 30, 2012, compared to a
net loss attributable to the Company of $36.83 million during the
prior fiscal year.  For the nine months ended Jan. 31, 2012, the
Company incurred a net loss of $724,000 on $32.9 million of
revenue, as compared with a net loss of $12.02 million on $53.5
million of revenue for the same period a year ago.

The Company's balance sheet at Jan. 31, 2013, showed $24.10
million in total assets, $18.62 million in total liabilities and
$5.48 million in total equity.


WPCS INTERNATIONAL: Lowers Net Loss to $6.9 Million in 2013
-----------------------------------------------------------
WPCS International Incorporated filed with the U.S. Securities and
Exchange Commission its annual report on Form 10-K disclosing a
net loss attributable to the Company of $6.91 million on $42.32
million of revenue for the year ended April 30, 2013, as compared
with a net loss attributable to the Company of $20.54 million on
$65.46 million of revenue during the prior year.

For the three months ended April 30, 2013, the Company incurred a
net loss attributable to the Company of $6.18 million on $9.42
million of revenue, as compared with a net loss attributable to
the Company of $8.52 million on $11.96 million of revenue for the
same period a year ago.

As of April 30, 2013, the Company had $18.14 million in total
assets, $19.07 million in total liabilities and a $927,428 total
deficit.

CohnReznick LLP, in Roseland, New Jersey, 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 incurred net losses and negative cash flows from
operating activities, had a working capital deficiency as of and
for the years ended April 30, 2013, and 2012 and has an
accumulated deficit as of April 30, 2103.  These matters raise
substantial doubt about the company's ability to continue as a
going concern.

Andrew Hidalgo, CEO of WPCS, commented, "We are pleased to report
that fiscal year 2013 was successful and a significant turnaround
from the prior fiscal year.  The management team worked diligently
to mitigate the past project losses and improve the efficiency of
the organization so that we could post positive EBITDA. The
company looks forward to building on this momentum for fiscal year
2014."

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

                        http://is.gd/6GsrT4

On July 29, 2013, the Company held an earnings conference call to
discuss its audited financial results for the fiscal year ended
April 30, 2013.  The script of the earnings conference call is
available for free at http://is.gd/Wyxsj4

                       About WPCS International

Exton, Pennsylvania-based WPCS International Incorporated provides
design-build engineering services that focus on the implementation
requirements of communications infrastructure.  The Company
provides its engineering capabilities including wireless
communication, specialty construction and electrical power to the
public services, healthcare, energy and corporate enterprise
markets worldwide.

As reported by the TCR on Dec. 8, 2011, WPCS International and its
United Stated based subsidiaries, previously entered into a loan
agreement, dated April 10, 2007, as extended, modified and amended
several times, with Bank of America, N.A.  The Company is seeking
alternative debt financing and has conducted discussions with
other senior lenders to replace the Loan Agreement.  The Company
may not be successful in obtaining alternative debt financing or
additional financing sources may not be available on acceptable
terms.  If the Company is required to repay the Loan Agreement,
the Company has sufficient working capital to repay the
outstanding borrowings.


WPCS INTERNATIONAL: Incurs $6.8-Mil. Net Loss in Fiscal 2013
------------------------------------------------------------
WPCS International Incorporated filed with the U.S. Securities and
Exchange Commission on July 29, 2013, its annual report on Form
10-K for the year ended April 30, 2013.

CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about WPCS International's ability to continue as a going
concern.  The independent auditors noted that the Company has
incurred net losses and negative cash flows from operating
activities, had a working capital deficiency as of and for the
years ended April 30, 2013, and 2012, and has an accumulated
deficit as of April 30, 2103.

The Company reported a net loss of $6.8 million on $42.3 million
of revenue in fiscal 2013, compared with a net loss of
$20.6 million on $65.5 million in fiscal 2012.

According to the regulatory filing, the decrease in revenue was
due to two factors: (1) the planned strategic change to re-focus
the Trenton Operation as a smaller revenue producing operation
that returns to profitability; and (2) project delays or
postponement of new project bid awards at the state and local
government level due to political and economic climate, primarily
in the Australia Operations.

Cost of revenue was approximately $29.0 million or 70.8% of
revenue for the year ended April 30, 2013, compared to
$63.5 million or 97.0% for the same period of the prior year.

For the year ended April 30, 2013, the Company recorded income
from discontinued operations of approximately $1.2 million, net of
tax.

For the year ended April 30, 2012, the Company recorded a loss
from discontinued operations of approximately $3.9 million, net of
tax, including the allocation of valuation allowances on deferred
tax assets.

The Company's balance sheet at April 30, 2013, showed
$18.1 million in total assets, $19.1 million in total liabilities,
and a stockholders' deficit of $927,428.

A copy of the Form 10-K is available at http://is.gd/6GsrT4

Exton, Pennsylvania-WPCS International Incorporated is a global
provider of design-build engineering services for communications
infrastructure, with approximately 250 employees in five
operations centers on three continents.  The Company provides its
engineering capabilities including wireless communication,
specialty construction and electrical power to a diversified
customer base in the public services, healthcare, energy and
corporate enterprise markets worldwide.


* Cohen, SAC Capital Sought "Edge," Prosecutors Say
---------------------------------------------------
Greg Farrell, writing for Bloomberg News, reported that Steven
Cohen used to woo potential investors to his hedge fund, SAC
Capital Advisors LP, by promising in marketing materials to give
them an "edge."

According to the report, now that four-letter word, used 14 times
in the insider-trading indictment of the $14 billion hedge fund he
founded, has come back to haunt him.

In the 41-page indictment filed July 25, prosecutors alleged that
Cohen and his top managers sought to hire traders and analysts who
had the ability to deliver any kind of "edge" over the market, the
report related.

Take Richard Lee, who joined the Stamford, Connecticut-based hedge
fund from Citadel LLC in April 2009 even though prosecutors claim
SAC had been warned by one of Lee's former colleagues that he was
suspected of insider trading at Citadel, the report recalled.  Lee
pleaded guilty on July 23 to two counts of insider trading, both
of which occurred at SAC in 2009.

The latter of those took place on Nov. 11, 2009, according to
court filings, the report said.  Three weeks prior to that, Raj
Rajaratnam, co-founder of the Galleon Group of hedge funds, was
arrested and charged with insider trading, a headline-producing
event that put Wall Street on notice that the U.S. attorney's
office had a major effort going to punish insider trading.

The case is U.S. v. SAC Capital Advisors LP, 13-00541, U.S.
District Court for the Southern District of New York (Manhattan).


* Fitch: U.S. Public Finance Downgrades Exceed Upgrades in 2Q'13
----------------------------------------------------------------
Fitch Ratings notes that during the second quarter of 2013 (2Q'13)
and for the 18th consecutive quarter, U.S. public finance rating
downgrades outnumbered upgrades. The number of downgrades
increased compared to the first quarter, while the number of
upgrades decreased.

Negative actions are expected to remain elevated, as Negative
Rating Outlooks exceeded Positive Rating Outlooks (3.3:1) at the
end of 2Q'13. However, a vast majority of rating actions (84%)
during the second quarter were affirmations, with no change in
Rating Outlook or Rating Watch status. Furthermore, 90% of ratings
had a Stable Rating Outlook at the end of the second quarter.

Downgrades still account for a small percentage of total public
finance rating actions. Fitch downgraded 68 credits, which
represented approximately 6.5% of all rating actions and $53.8
billion in par value. In 1Q'13, Fitch downgraded 57 credits. Fitch
upgraded 24 credits in 2Q'13, which represented 2.3% of all rating
actions and $9.7 billion in par value. In 1Q'13, Fitch upgraded 31
credits.

The number of downgrades in 2Q'13 exceeded upgrades by a margin of
2.8:1, which increased from 1.8:1 in the prior quarter. The
downgrade to upgrade ratio by par value also increased to 5.5:1
from 3.9:1 in the prior quarter.


* Oliver Wyman Sees Challenges Ahead for Automotive Industry
------------------------------------------------------------
Oliver Wyman on Aug. 1 disclosed that the automotive industry will
be facing enormous challenges over the next few years.  In the
wake of the expected growth, OEMs and suppliers will have to deal
with the next wave of structural change.  While this will open up
new opportunities, it will also require huge investments.  Even
today, the financial scope for manoeuvre of many suppliers is
limited -- not least due to low profitability and increasingly
demanding investors.  This means that the classic medium-sized
automotive suppliers are walking a fine line.  If they want to
accept structural change 2.0 and the associated costs, they will
have to work primarily on their strategic orientation and
operational excellence, thereby ensuring their profitability and
creditworthiness.  These are the findings of the Oliver Wyman
study on the impact of the structural change involving the
supplier industry.

In the next few years, globalization and technological progress
will bring dynamism and growth to the automotive industry across
the world.  The major emerging countries are still developing
rapidly, and so further accelerating the regional market shift.
In China alone, annual car production volume will almost double by
2020 (from 18 to 33 million vehicles).  In India it is expected to
nearly triple from four to 11 million.  Traditional automotive
regions such as Western and Southern Europe are stagnating due, in
particular, to low sales.  In June 2013, for instance, the Western
European car market lost more than five percent compared to June
2012.

Furthermore, OEMs, owing to their increasing focus, will in the
future assign an increasing number of tasks to suppliers.
Especially in research and development and in production,
suppliers will gain additional value components.  According to
Oliver Wyman, automotive value creation in 2025 will amount to
1.25 billion euros.  Of this amount, 69 percent will go to
suppliers -- a clear increase as against the 61 percent from 840
billion euros in 2012.  Ultimately, the complexity of the product
range is taking on new dimensions.  More than ever, the automotive
industry will be shaped in the next few years by new vehicle
concepts, new models and new technologies.

High capital requirements - cheap debt financing but only with an
intact business model

The imminent growth will trigger the next wave of structural
change.  For all players in the automotive industry, this will
open up major opportunities.  But the fact is that only profitable
and financially strong suppliers will be able to make the
necessary investments in global structures and new technologies.
"It is precisely the medium-sized supplier landscape that is under
huge pressure from the creation of structures for the expected
growth outside their home region," emphasizes Lars Stolz, a
partner at Oliver Wyman. "Many could see their profitability
severely impaired for a long time".  In fact, over the next few
years there will be high investment requirements.  Even the
structural adjustments of recent years required enormous
expenditure and had significant consequences for profitability.
Total depreciation on investments in value-creation structures and
expenditure on research, product development and management
increased from 2008 to 2011 on an annual average from 19.1 to 20.3
percent of sales, while operating income fell internationally on
average from 7.5 to 5.5 percent.

However, much higher investment and additional expenses will be
needed for the forthcoming structural change and the related, but
repeated, transition to a new value system.  This will put
profitability once again, and much more severely, under pressure.
According to calculations by Oliver Wyman these structurally
related costs could amount in the transitional phase to up to 23.3
percent of sales and push down operating profit to only 2.5
percent on average.  For a supplier with a turnover of 300 million
euros, for example, such an increase would mean an additional cost
of around 10 million euros and make the profits shrink
accordingly.  An operating margin of 2.5 percent will only in the
rarest cases be sufficient to achieve a positive result after
interest and tax.

In addition, the global automotive industry does not enjoy linear
growth, but is subject to considerable fluctuations.  If revenues
fail to meet expectations in periods of high investment, the
profit could slip even faster below the zero line.  Without
adequate profitability cushions, however, most suppliers are
unlikely to be able to handle structural change 2.0 on their own.
External financing is in turn experiencing certain difficulties.
Due to the tightening of risk management requirements, banks are
required to scrutinize the creditworthiness of companies more
closely.  This will also be felt by the automotive suppliers.
Successful and profitable suppliers currently benefit from low
interest rates and good availability of debt.  Companies with an
unclear business model or an unfavorable competitive position,
however, are finding access to much-needed external funding more
difficult.

Localized globalization required

Especially small suppliers maintaining strong customer
relationships with manufacturers headquartered in their home
region have only occasionally driven the structural change in
recent years and participate in the international expansion mostly
through exports.  This was possible because the OEMs frequently
still supplied new markets from their home region.  In the future,
however, the clocks of globalization will be ticking differently.
The automakers will establish an increasing number of development
centers and numerous production locations in the major emerging
economies, especially China, but also in America, something they
now also expect from their suppliers.

If small suppliers want to continue to benefit from the global
volume growth, they need to swim in the waters of their customers
and create the corresponding structures on site.  But most of them
have neither the financial resources nor the profitability to make
the necessary investments.  "For many medium-sized suppliers, it
is five to twelve," said Tom Sieber of Oliver Wyman.  "Now they
are paying for having, in the past, mostly stood by and watched
the decline of their profitability.  If they do not act rapidly,
they will be putting the existence of their company at risk
because they lack the resources for future growth."

Rethinking needed

More rigorously than ever the medium-sized suppliers now have to
work on their strategic positioning -- and from a long-term
perspective.  This includes, among other things, clear footprint
and portfolio strategies, but also the strategic definition of
high-value activities and their own value-creation contribution.
At the same time, it is important to be well prepared not only in
purchasing, production or development.  The challenge is to be
better than the competition in all segments of the entire value
chain in order to be able to set yourself apart.  This includes
the optimal selection and prioritization of projects, a
professional purchasing organization, strict cost management,
optimizing production efficiency and quality and the outsourcing
of logistics processes.

Moreover, medium-sized suppliers should be open to all financing
options -- whether corporate bonds or subordinated loans, or
capital inflow through private equity partnerships, or other
strategic investors.  "The line between getting through and
crashing is extremely narrow," admits Mr. Stolz.  "Anyone who does
not want to slip into the red and risk a liquidity bottleneck
should now adopt the right strategic orientation and, in
operational terms, concentrate massively on profitability".

                       About Oliver Wyman

Oliver Wyman -- http://www.oliverwyman.de-- is a global
management consulting firm with 3,000 employees worldwide in more
than 50 offices in 25 countries.  The company combines in-depth
industry knowledge with specialized expertise in strategy
development, process design, risk management and organizational
consultancy.  Together with its clients, Oliver Wyman designs and
implements sustainable growth strategies.  The company help
companies to improve their business models, processes, IT, risk
structures and organizations, accelerate processing and to
leverage market opportunities.  Oliver Wyman is a wholly owned
subsidiary of Marsh & McLennan Companies.


* U.S. Prosecutors Says Ring Stole 160 Million Credit Card Numbers
------------------------------------------------------------------
Nathaniel Popper and Somini Sengupta, writing for New York Times,
reported that a prolific gang of foreign hackers stole and sold
160 million credit card numbers from more than a dozen companies,
causing hundreds of millions of dollars in losses, federal
prosecutors charged in what they described as the largest hacking
and data breach case in the country.

According to the report, the scheme was run by four Russian
nationals and a Ukrainian, said Paul J. Fishman, the U.S. attorney
for the District of New Jersey. He announced the indictments in
Newark.

The victims in the scheme, which prosecutors said ran from 2005
until last year, included J.C. Penney; 7-Eleven; JetBlue;
Heartland Payment Systems, one of the world's largest credit and
debit processing companies; and French retailer Carrefour, the
report related.

Separate indictments involving some of the same men, accusing them
of computer attacks on Citibank, PNC Bank and the Nasdaq stock
exchange, were filed by federal prosecutors in Manhattan, the
report said.

Computer security experts said the scheme was notable for how long
it lasted, how well coordinated it was and how it carefully
singled out specific systems in the financial companies' servers
to steal from so many personal credit and debit card accounts, the
report added.


* Blackstone, Deutsche in Talks to Sell Bond Backed by Rentals
--------------------------------------------------------------
Jeannette Neumann, writing for The Wall Street Journal, reported
that two major Wall Street firms are in detailed discussions to
create and sell the world's first bond backed by home-rental
payments, people familiar with the matter say.

According to the report, Blackstone Group LP is in negotiations to
bundle monthly rental payments on about 1,500 to 1,700 of its
homes. The private-equity giant is among the firms that have spent
billions buying homes out of foreclosure, an investment strategy
that has helped to bolster demand and strengthen the U.S. housing
market.

The bond comprised of the Blackstone homes would be structured and
marketed to investors by Deutsche Bank AG, the people say, the
report said.

The creation of a new type of security shows that Wall Street's
financial engineering, blamed for deepening the financial crisis,
is revving back up, the report noted.

Some investors and analysts have said they are wary of a bond
backed by rental payments, citing the dearth of long-term data on
how often tenants living in previously foreclosed homes pay their
rent on time, the report added.


* Despite Detroit, S&P Says U.S. Public Finance Ratings Improve
---------------------------------------------------------------
Reuters reported that rating trends across the U.S. public finance
sector were "decidedly positive" in the second quarter despite the
default by Detroit, Standard & Poor's Ratings Service said, as it
noted that its upgrades of municipal debt outpaced downgrades.

According to the report, the credit ratings agency said in a
report that it raised 194 ratings and only lowered 94 during the
second quarter, the third straight quarter in which municipal debt
upgrades outpaced downgrades.

"Since the economy has continued to expand, albeit at a slow pace
by historical standards, credit quality has held up and, in fact,
has strengthened as the year has progressed," the report said.

Detroit, which recently filed for the largest municipal bankruptcy
in U.S. history, accounted for five of the seven defaults in the
quarter. Fritch, Texas, and West Penn Allegheny Healthy System in
Pennsylvania also defaulted on their debt. S&P said the defaults
"were a higher number than normal."

Before Detroit filed for bankruptcy, it defaulted on a $39.7
million payment on taxable pension debt.


* JPMorgan Agrees to Pay $410MM in Power Market Manipulation Case
-----------------------------------------------------------------
Scott DiSavino, writing for Reuters, reported that JPMorgan Chase
& Co agreed to pay $410 million to settle allegations of power
market manipulation in California and the Midwest, the latest in a
series of high-profile inquiries by U.S. federal energy
regulators.

According to the report, the settlement, announced by the Federal
Energy Regulatory Commission (FERC), will allow Chief Executive
Jamie Dimon to close the books on one of several costly run-ins
with regulators over the past year. It came days after the bank
said it was quitting the physical commodities business.

JPMorgan Ventures Energy Corp, the commodity trading unit that
became one of the biggest U.S. electricity traders with the 2008
acquisition of Bear Stearns, agreed to pay a civil penalty of $285
million and disgorge $125 million for "manipulative bidding
strategies" from September 2010 through November 2012, the report
related.

It is the second largest penalty in FERC history, and comes as the
once-quiet government regulator steps up its pursuit of market
malfeasance after gaining expanded powers from Congress in 2005,
part of efforts to crack down on market manipulation after Enron
Corp's spectacular collapse, the report said.

JPMorgan spokesman Brian Marchiony said the settlement would "not
have a material impact on our earnings" because the bank had
previously set aside reserves, the report added.


* SAC Capital Probe Yields New Insider-Tipping Arrest
-----------------------------------------------------
Patricia Hurtado, writing for Bloomberg News, reported that the
probe of SAC Capital Advisors LP, which has led to insider-trading
charges against the hedge fund and eight SAC employees, has snared
an outside analyst who is accused of giving illegal tips to a
former SAC manager.

According to the report, Sandeep Aggarwal, 40, of Gurgaon, India,
was arrested July 29 by agents of the Federal Bureau of
Investigation in San Jose, California, said Peter Donald, an FBI
spokesman in New York.

SAC Capital, owned by billionaire Steven Cohen, last week was
indicted in what prosecutors called an unprecedented insider
trading scheme stemming from the government's six-year crackdown
on Wall Street crime, the report said.

While Cohen wasn't charged, the U.S. indicted the fund he founded,
saying it had become "a magnet for market cheaters," the report
related. The U.S. alleged there had been a "failure by the fund
owner and others" at SAC, and described separate insider trading
schemes by eight SAC fund managers and analysts.

They include Noah Freeman, Donald Longueuil, Jon Horvath, Wesley
Wang, Mathew Martoma, Richard Choo-Beng Lee, Michael Steinberg and
Richard Lee, the report further related. Steinberg and Martoma
have pleaded not guilty and both are scheduled to go on trial in
November. The others have pleaded guilty and are cooperating with
the U.S.

Aggarwal formerly worked at Collins Stewart LLC in San Francisco,
said a person familiar with the situation, who requested anonymity
because the matter wasn't public.  Andrea Sergautis, a spokeswoman
for Canaccord Genuity in Toronto, which acquired Collins Stewart,
didn't immediately respond to a call seeking comment on Aggarwal's
case.

                          Criminal Case

Jenny Strasburg and James Sterngold, writing for The Wall Street
Journal, reported that U.S. prosecutors accused SAC Capital
Advisors LP, one of the country's largest hedge-fund firms, of
acting as a criminal enterprise where executives including founder
Steven A. Cohen encouraged insider trading on a "scale without
known precedent."

According to the report, the government charged that SAC, which
has about $14 billion under management, repeatedly took inside
information related to public companies and turned it into trading
profits. Prosecutors said the firm encouraged the use of illegal
tips and hired traders even after they "implied" their performance
was based on the use of inside information.

U.S. Attorney Preet Bharara, at a news conference, called the
company a "magnet for market cheaters," the report said.

An SAC spokesman said the firm "never encouraged, promoted or
tolerated insider trading and takes its compliance and management
obligations seriously," the report related.

The Wall Street Journal previously reported that the government
was planning criminal charges against SAC, but the scope of the
action and the language used by prosecutors caught many lawyers
and financial executives by surprise. The government's bold move
comes after prosecutors determined they didn't have sufficient
evidence to personally charge Mr. Cohen, according to people
familiar with the matter.


* Over a Million Are Denied Bank Accounts for Past Errors
---------------------------------------------------------
Jessica Silver-Greenberg, writing for The New York Times'
DealBook, reported that mistakes like a bounced check or a small
overdraft have effectively blacklisted more than a million low-
income Americans from the mainstream financial system for as long
as seven years as a result of little-known private databases that
are used by the nation's major banks.

According to the report, the problem is contributing to the growth
of the roughly 10 million households in the United States that
lack a banking account, a basic requirement of modern economic
life.

Unlike traditional credit reporting databases, which provide
portraits of outstanding debt and payment histories, these are
records of transgressions in banking products, the report said.
Institutions like Bank of America, Citibank and Wells Fargo say
that tapping into the vast repositories of information helps them
weed out risky customers and combat fraud -- a mounting threat for
banks.

But consumer advocates and state authorities say the use of the
databases disproportionately affects lower-income Americans, who
tend to live paycheck to paycheck, making them more likely to
incur negative marks after relatively minor banking missteps like
overdrawing accounts, amassing fees or bouncing checks, the report
added.

When the databases were created more than 20 years ago, they were
intended to help banks guard against serial fraud artists, like
those accused of writing bogus checks. Since then, though, the
databases have ensnared millions of low-income Americans,
according to interviews with financial counselors, consumer
lawyers and more than two dozen low-income people in California,
Illinois, Florida, New York and Washington, the report further
related.


* UBS to Pay Fine over Mortgage-Bond Deal
-----------------------------------------
Jean Eaglesham, writing for The Wall Street Journal, reported that
UBS AG has agreed to pay less than $60 million to settle
Securities and Exchange Commission allegations that it misled
investors in a mortgage-bond deal that soured during the financial
crisis, according to a person with knowledge of the case.

According to the report, none of the Swiss bank's current or
former employees will be charged as part of the civil action, the
person said. The amount would be one of the smallest paid by a
Wall Street firm to the SEC to settle allegations involving toxic
securities sold leading up the 2008 financial meltdown.

The deal could be announced as early as Wednesday, the person
said, the report added.

The pact will resolve an SEC investigation into a collateralized
debt obligation, or CDO, that UBS created in 2007, the report
related. CDOs are securities linked to pools of risky mortgages
and other loans, sold to investors in slices of varying risks and
returns.

The SEC probe centered on allegations that UBS improperly retained
upfront cash it received when it was constructing the CDO, the
person said, the report further related.


* UBS to Pay $885 Million to Settle U.S. Mortgage Suit
------------------------------------------------------
Clea Benson & Elena Logutenkova, writing for Bloomberg News,
reported that UBS AG, Switzerland's largest bank, agreed to pay
$885 million to Fannie Mae and Freddie Mac to settle claims that
it improperly sold them mortgage-backed securities during the
housing bubble, a U.S. regulator said.

According to the report, the Federal Housing Finance Agency
claimed Zurich-based UBS misrepresented the quality of loans
underlying billions of dollars in residential mortgage-backed
securities purchased by Fannie Mae and Freddie Mac. The firms have
operated under U.S. conservatorship since 2008, when they were
seized amid subprime mortgage losses that pushed them toward
insolvency.

UBS disclosed that it had reached an agreement in principle to
settle the suit, the report related.  The FHFA sued UBS in 2011
over $4.5 billion in residential mortgage-backed securities that
UBS sponsored and $1.8 billion of third-party RMBS sold to Fannie
Mae and Freddie Mac. The suits alleged losses of at least $1.2
billion plus interest. Fifteen other banks still need to resolve
such lawsuits.

"The satisfactory resolution of this matter provides greater
clarity and certainty in the marketplace and is in line with our
responsibility for preserving and conserving Fannie Mae's and
Freddie Mac's assets on behalf of taxpayers," Acting Director
Edward J. DeMarco said in an e-mailed statement to Bloomberg.

FHFA sued UBS and 17 other banks in 2011, seeking to recover
losses on a total of $200 billion in mortgage-backed securities
sold to the two government-sponsored enterprises, the report said.

UBS is the third bank to reach an agreement with FHFA, the report
noted.  Citigroup Inc. and General Electric Co. both paid
undisclosed amounts to settle the regulator's claims.

The case is Federal Housing Finance Agency v. UBS Americas Inc.,
U.S. District Court, Southern District of New York (Manhattan).


* CoreLogic Reports 55,000 Completed Foreclosures in June
---------------------------------------------------------
CoreLogic(R), a leading residential property information,
analytics and services provider, on July 30 released its
June National Foreclosure Report which provides data on completed
U.S. foreclosures and the national foreclosure inventory.
According to CoreLogic, there were 55,000 completed foreclosures
in the U.S. in June 2013, down from 68,000 in June 2012, a year-
over-year decrease of 20 percent. On a month-over-month basis,
completed foreclosures increased 2.5 percent from the 53,000*
reported in May.

As a basis of comparison, prior to the decline in the housing
market in 2007, completed foreclosures averaged 21,000 per month
nationwide between 2000 and 2006.  Completed foreclosures are an
indication of the total number of homes actually lost to
foreclosure.  Since the financial crisis began in September 2008,
there have been approximately 4.5 million completed foreclosures
across the country.

As of June 2013, approximately 1 million homes in the U.S. were in
some stage of foreclosure, known as the foreclosure inventory,
compared to 1.4 million in June 2012, a year-over-year decrease of
28 percent.  Month over month, the foreclosure inventory was down
2.9 percent from May 2013 to June 2013.  The foreclosure inventory
as of June 2013 represented 2.5 percent of all homes with a
mortgage compared to 3.4 percent in June 2012.

"So far this year, distressed inventories have fallen
dramatically, down 14.4 percent, and serious delinquencies are
down 15.9 percent," said Dr. Mark Fleming, chief economist for
CoreLogic.  "In the first six months of 2013, the stock of
seriously delinquent mortgages has dropped by 412,000."

"Completed foreclosures continued to drop for the 19th straight
month.  The improvement is broad-based, with 49 states posting a
year-over-year decline in foreclosure rates in June," said
Anand Nallathambi, president and CEO of CoreLogic.  "The housing
market is clearly on the mend, but we expect the ultimate
conclusion of the present housing down cycle to be another several
years away."

Highlights as of June 2013:

-- The five states with the highest number of completed
foreclosures for the 12 months ending in June 2013 were: Florida
(107,000), California (72,000), Michigan (63,000), Texas (48,000)
and Georgia (44,000).  These five states account for almost half
of all completed foreclosures nationally.

-- The five states with the lowest number of completed
foreclosures for the 12 months ending in June 2013 were: District
of Columbia (106), Hawaii (397), North Dakota (481), West Virginia
(534) and Maine (692).

-- The five states with the highest foreclosure inventory as a
percentage of all mortgaged homes were: Florida (8.6 percent), New
Jersey (6.0 percent), New York (4.8 percent), Connecticut (4.2
percent) and Maine (4.1 percent).

-- The five states with the lowest foreclosure inventory as a
percentage of all mortgaged homes were: Wyoming (0.5 percent),
Alaska (0.6 percent), North Dakota (0.7 percent), Nebraska (0.7
percent) and Colorado (0.8 percent).

*May data was revised. Revisions are standard, and to ensure
accuracy, CoreLogic incorporates newly released data to provide
updated results.

Table 1: Judicial Foreclosure States Foreclosure Ranking (Ranked
by Completed Foreclosures

Table 2: Non-Judicial Foreclosure States Foreclosure Ranking
(Ranked by Completed Foreclosures)

Table 3: Foreclosure Data for the Largest Core Based Statistical
Areas (CBSAs) (Ranked by Completed Foreclosures)

Figure 1: Number of Mortgaged Homes per Completed Foreclosure

Figure 2: Foreclosure Inventory as of June 2013

Figure 3: Foreclosure Inventory by State Map

Methodology The data in this report represents foreclosure
activity reported through June 2013.

This report separates state data into judicial vs. non-judicial
foreclosure state categories.  In judicial foreclosure states,
lenders must provide evidence to the courts of delinquency in
order to move a borrower into foreclosure.  In non-judicial
foreclosure states, lenders can issue notices of default directly
to the borrower without court intervention.  This is an important
distinction since judicial states, as a rule, have longer
foreclosure timelines, thus affecting foreclosure statistics.

A completed foreclosure occurs when a property is auctioned and
results in the purchase of the home at auction by either a third
party, such as an investor, or by the lender.  If the home is
purchased by the lender, it is moved into the lender's real estate
owned (REO) inventory.  In "foreclosure by advertisement" states,
a redemption period begins after the auction and runs for a
statutory period, e.g., six months.  During that period, the
borrower may regain the foreclosed home by paying all amounts due
as calculated under the statute.  For purposes of this Foreclosure
Report, because so few homes are actually redeemed following an
auction, it is assumed that the foreclosure process ends in
"foreclosure by advertisement" states at the completion of the
auction.

The foreclosure inventory represents the number and share of
mortgaged homes that have been placed into the process of
foreclosure by the mortgage servicer.  Mortgage servicers start
the foreclosure process when the mortgage reaches a specific level
of serious delinquency as dictated by the investor for the
mortgage loan.  Once a foreclosure is "started," and absent the
borrower paying all amounts necessary to halt the foreclosure, the
home remains in foreclosure until the completed foreclosure
results in the sale to a third party at auction or the home enters
the lender's REO inventory.  The data in this report accounts for
only first liens against a property and does not include secondary
liens.  The foreclosure inventory is measured only against homes
that have an outstanding mortgage.  Homes with no mortgage liens
can never be in foreclosure and are, therefore, excluded from the
analysis.  Approximately one-third of homes nationally are owned
outright and do not have a mortgage.  CoreLogic has approximately
85 percent coverage of U.S. foreclosure data.

                         About CoreLogic

CoreLogic -- http://www.corelogic.com-- is a property
information, analytics and services provider in the United States
and Australia.  The company's combined data from public,
contributory and proprietary sources includes over 3.3 billion
records spanning more than 40 years, providing detailed coverage
of property, mortgages and other encumbrances, consumer credit,
tenancy, location, hazard risk and related performance
information.  The markets CoreLogic serves include real estate and
mortgage finance, insurance, capital markets, transportation and
government.  CoreLogic delivers value to clients through unique
data, analytics, workflow technology, advisory and managed
services.  Clients rely on CoreLogic to help identify and manage
growth opportunities, improve performance and mitigate risk.
Headquartered in Irvine, Calif., CoreLogic operates in seven
countries.


* Equifax Says First Mortgage Severe Delinquencies Hit 5-Year Low
-----------------------------------------------------------------
According to the latest Equifax National Consumer Credit Trends
Report, the total balance of severely delinquent first mortgages
(90 days past due or in foreclosure) in June 2013 is $325 billion,
a five-year low and a decrease of more than 27% from same time a
year ago ($450 billion).

The total balance of first-mortgage loans that completed the
foreclosure process and transitioned to bank-owned property or
other severe derogatory status decreased more than 19%, from $16.7
billion in June 2012 to $13.5 billion in June 2013.  This is the
lowest level for June since 2007.

"Rising home values are reducing the incentives for homeowners to
default on their mortgage loans, resulting in more and more
homeowners transitioning into positive or near-positive equity
territory," said Equifax Chief Economist Amy Crews Cutts.  "The
implications of this trend are that more homeowners will be able
to sell their homes without the hassles of negotiating a short
sale or move to take a new job without worrying how they can
afford to pay for two homes.  The healing in the housing market is
really gaining momentum and will fuel a stronger pace of economic
recovery."

Other highlights include:

-- Of total severely delinquent first mortgage balances, loans
opened 2010 and later represent only 7% ($21.7 billion).

-- The total balance of first mortgages in foreclosure in June
2013 is $105 billion, a five-year low and a decrease of 38% from
same time a year ago.

-- In June 2013, the total balance of severely delinquent home
equity revolving loans (including foreclosures) is $8.8 billion, a
five year low and a year-over-year decrease of more than 31%.

-- In that same time, the total balance of severely delinquent
home equity installment loans (including foreclosures) is $4.3
billion, a five-year low and a year-over-year decrease of more
than 28%.

                       About Equifax, Inc.

Equifax -- http://www.equifax.com-- is a global leader in
consumer, commercial and workforce information solutions that
provide businesses of all sizes and consumers with insight and
information they can trust.  Equifax organizes and assimilates
data on more than 500 million consumers and 81 million businesses
worldwide, and uses advanced analytics and proprietary technology
to create and deliver customized insights that enrich both the
performance of businesses and the lives of consumers.

Headquartered in Atlanta, Equifax operates or has investments in
18 countries and is a member of Standard & Poor's (S&P) 500(R)
Index. Its common stock is traded on the New York Stock Exchange
(NYSE) under the symbol EFX.  In 2013, Equifax was named a
Bloomberg BusinessWeek Top 50 company, was #3 in Fortune's Most
Admired list in its category, and was named to InfoWeek 500 as
well as the Fintech 100.


* U.S. Residential Sales Up 8% From Year Ago, RealtyTrac Says
-------------------------------------------------------------
RealtyTrac(R) on July 25 released its first-ever U.S. Residential
Sales Report, which shows that U.S. residential property sales
reached an estimated annualized pace of 5.3 million in June 2013,
up 2 percent from the previous month and up 8 percent from a year
ago.

The report also shows a national median sales price of $168,000
for the month, up 3 percent from the previous month and up 5
percent from a year ago.  The median price of a distressed sale --
in foreclosure or bank owned -- was $120,000, 34 percent below the
median price of a non-distressed sale ($181,500).

Other high-level findings from the report:

        -- All-cash purchases accounted for 30 percent of all
sales in June, down from 31 percent of all sales in the previous
month and a year ago.  Metro areas with higher percentages of cash
sales included Cape Coral-Fort Myers, Fla. (70 percent), Miami (64
percent), Las Vegas (62 percent), Sarasota, Fla. (59 percent),
Tampa, Fla. (58 percent), and Detroit (56 percent).

        -- Institutional investor purchases (sales to non-lending
entities that purchased at least 10 properties in the last 12
months) accounted for 9 percent of all residential sales in June,
up from 8 percent of all sales in May but down from 10 percent of
all sales in June 2012.  States with the highest percentage of
institutional investor sales included Georgia (23 percent), Nevada
(16 percent), Arizona (15 percent), Oklahoma (13 percent), North
Carolina (12 percent), and Florida (12 percent).

        -- Sales of bank-owned properties (REO) accounted for 9
percent of all residential sales in June, down from 10 percent in
May 2013 and on par with a year ago.  Metro areas where REO sales
accounted for higher percentages of total sales included Detroit
(24 percent), Modesto, Calif. (24 percent), Stockton, Calif. (24
percent), Las Vegas (22 percent), and Akron, Ohio (21 percent).

        -- Short sales (where the sale price is below the combined
total of outstanding mortgages secured by the property) accounted
for 14 percent of all residential sales in June, down from 15
percent in May but up from 8 percent a year ago. States with the
highest percentage of short sales in June included Nevada (30
percent), Florida (29 percent), Maryland (21 percent), Tennessee
(19 percent), and Arizona (19 percent).

        -- Metro areas with annual increases in median prices of
20 percent or more included Sacramento, Calif. (35 percent), San
Francisco (30 percent), Los Angeles (27 percent), Las Vegas (26
percent), and Phoenix (25 percent).

        -- States with the biggest distressed sale discount
included Ohio (58 percent), Michigan (48 percent), Illinois (47
percent), Massachusetts (46 percent), and Wisconsin (45 percent).

"The U.S. housing market is slowly but surely moving toward a more
normalized and sustainable pattern after a flurry of institutional
and cash buyers flocked to residential real estate last year,
pushing up prices and picking clean the best inventory available
in many areas," said Daren Blomquist, vice president at
RealtyTrac.  "Rising home values should continue to unlock more
non-distressed inventory while also pricing institutional
investors out of more markets, which, combined with rising
interest rates, will cool off the pace of price appreciation."

"Still, lingering distressed inventory in many markets will
continue to provide fodder for institutional investors and cash
buyers in those markets," Mr. Blomquist continued.  "Markets where
sales increased in June tend to be in states with that lingering
distressed inventory, whereas markets where sales decreased tend
to be in states that more quickly absorbed distressed inventory
thanks to a relatively fast foreclosure process and strong
demand."

Local broker perspectives "I have an increasing number of home
buyers in the Oklahoma City and Tulsa markets compared to a year
ago but half of the REO inventory.  This is causing a feeding
frenzy that's driving up the price of homes," said Sheldon
Detrick, CEO of Prudential Detrick/Alliance Realty in Oklahoma
City and Tulsa.  "Home values have increased so much that fewer
people are upside-down on their homes.  Last month's increase in
short sales is the tail end as short sales are becoming rarer.  I
guarantee there will not be any new short sales in the future."

"There continues to be an increase in institutional investors in
the Reno area based on the level of distress the market
encountered during the economic downturn.  Their purchases vary
widely on a monthly basis depending on availability," said Craig
King, COO at Chase International brokerage serving the Reno and
Lake Tahoe markets.  "As the market continues to improve, the
amount of REO and short sales have dramatically declined, and the
market as a whole has made a return to equity sales."

RealtyTrac(R) -- http://www.realtytrac.com-- is an online
marketplace for real estate data.


* Obama to Offer New Deal on Corporate Taxes, Jobs
--------------------------------------------------
Peter Nicholas and John McKinnon, writing for The Wall Street
Journal, reported that hoping to break an impasse, President
Barack Obama will extend a new offer to congressional Republicans
in which he will back an overhaul of the corporate-tax system in
exchange for a guarantee that a resulting one-time windfall be
used to underwrite various job-creation proposals.

According to the report, Mr. Obama will lay out the plan in a
speech he is to deliver in Chattanooga, Tenn., in a bid to win
over Republican lawmakers who have opposed White House requests
for new spending on roads and bridges and other projects aimed at
boosting employment.

The deal is part of a renewed White House effort to jump-start its
domestic agenda and focus attention on jobs and the economy, the
report said.

Last week, Mr. Obama began a series of speeches devoted to the
theme that Washington needs to take more aggressive steps to shore
up the middle class and to boost long-term economic growth, the
report related. He is also rethinking his strategy for motivating
Congress to act. In Tuesday's speech, his aim is to entice
Republican lawmakers to agree to jobs proposals he has long
advocated in exchange for tax changes that are important to the
GOP's allies among big businesses.

"As part of his efforts to focus Washington on the middle class,
in Tennessee the president will call on Washington to work on a
grand bargain focused on middle-class jobs by pairing reform of
the business-tax code with a significant investment in middle-
class jobs," said Dan Pfeiffer, senior adviser to the president,
the report further related.


* New Defaults Trouble Mortgage Program
---------------------------------------
Shaila Dewan, writing for The New York Times, reported that banks
and other mortgage servicers have accepted $815 million in
taxpayer-funded incentives for helping homeowners who have since
redefaulted on their home loans, a watchdog for the Treasury
Department's Troubled Asset Relief Program, or TARP, reported.

According to the report, more than than a third of homeowners who
received loan modifications under TARP's mortgage modification
program have since stopped paying, but servicers kept the money
they received for modifying those loans, according to a report by
Christy L. Romero, the special inspector for TARP.

Many of the homeowners received scant relief, with a large
majority benefiting from a reduction of less than 10 percent on
their monthly payments, according to an analysis by Ms. Romero's
office, the report related.

The Treasury has spent only about a fifth of the $38.5 billion
allocated to help homeowners under TARP, the report said. Any TARP
money not spent by the end of 2015 will be returned to the general
fund.

"Treasury took extraordinary action to bail out the banks," Ms.
Romero said, the report further related.  "They still have to do
the same for homeowners. The idea was not to put money into the
banks and then have them fail later, and the same is true for
homeowners."


* Regulators Weigh Easing of Mortgage Rules
-------------------------------------------
Nick Timiraos and Alan Zibel, writing for The Wall Street Journal,
reported that, concerned that tougher mortgage rules could hamper
the housing recovery, regulators are preparing to relax a key
plank of the rules proposed after the financial crisis.

According to the report, the watchdogs, which include the Federal
Reserve and Federal Deposit Insurance Corp., want to loosen a
proposed requirement that banks retain a portion of the mortgage
securities they sell to investors, according to people familiar
with the situation.

The plan, which hasn't been finalized and could still change,
would be a major U-turn for the regulators charged with fleshing
out the Dodd-Frank financial-overhaul law passed three years ago,
the report said.

It also would represent a victory for an unusual alliance of banks
and consumer advocates that opposed the new rules, arguing that
they would restrict lending and do little to make the financial
system safer, the report added.

Advocates of more stringent standards said that a broad exemption
to the risk-retention rules would undermine the initial goal of
imposing market discipline, the report said.  "My sense is that
Washington has lost its political will for serious reform of the
securitization market," said Sheila Bair, who served as FDIC
chairman until 2011.


* Regulators Face Scrutiny on Banks' Commodities at Senate Hearing
------------------------------------------------------------------
Cheyenne Hopkins, writing for Bloomberg News, reported that U.S.
banks' ownership and trading of physical commodities will face
further scrutiny when the heads of the Commodity Futures Trading
Commission and Securities and Exchange Commission testify before
lawmakers.

According to the report, Senator Sherrod Brown, the Ohio Democrat
who led a hearing on the issue last week, said he plans to
question the CFTC's Gary Gensler and the SEC's Mary Jo White on
their oversight when the two chairmen appear before the chamber's
Banking Committee on implementation of Dodd-Frank Act reforms.

JPMorgan Chase & Co. is among lenders facing pressure after the
Federal Reserve said it will review a decade-old decision letting
them trade commodities seen as complementary to banking, the
report related. JPMorgan, which agreed to pay $410 million to
settle U.S. claims that it manipulated power markets, said on July
26 that it will sell or spin off holdings including warehouses,
stakes in power plants and traders of gas and coal.

"Banks should focus on core banking activities," Brown said in an
e-mail last week to Bloomberg. "Our economy is strengthened when
financial conflict of interest and financial risk are reduced."

Meghan Dubyak, a spokesman for Brown, said the senator hopes to
use the hearing to examine the CFTC's authority to address anti-
competitive practices such as aluminum hoarding and to encourage
the agency to act, the report added.


* Senate Scrutiny of Bank Commodity Holdings Has Levin's Backing
----------------------------------------------------------------
Cheyenne Hopkins, writing for Bloomberg News, reported that U.S.
Senator Carl Levin, the Michigan Democrat who leads the Permanent
Subcommittee on Investigations, said lawmakers may use subpoena
power to examine banks' trading and ownership of physical
commodities.

"We have been into this issue for a long time and it's a very,
very significant issue," Levin said in an interview after a
Banking subcommittee hearing led by Senator Sherrod Brown on
whether power plants and oil refineries should be owned by
financial holding companies such as JPMorgan Chase & Co., Goldman
Sachs Group Inc. and Morgan Stanley, the report related.

The potential for conflicts of interest and manipulating prices to
benefit their proprietary holdings "is huge," said Levin, whose
subcommittee held hearings over Goldman Sachs's packaging and sale
of toxic mortgage-backed securities and JPMorgan's "London Whale"
trading losses, the report further related.

"I'm very, very glad that Senator Brown's subcommittee got into it
[last Wednesday]," Levin said, the report added. "He and I have
talked and he is hopefully going to continue and we're going to
continue looking as we have I think six months or a year."

Levin said he may hold hearings in his own subcommittee if he
isn't satisfied with the outcome of Brown's effort, the report
said.


* BOND PRICING -- For Week From July 29 to Aug. 2, 2013
-------------------------------------------------------

  Company              Ticker   Coupon Bid Price  Maturity Date
  -------              ------   ------ ---------  -------------
AES Eastern Energy LP  AES       9.670     3.100       1/2/2029
AES Eastern Energy LP  AES       9.000     1.750       1/2/2017
AGY Holding Corp       AGYH     11.000    52.063     11/15/2014
ATP Oil & Gas Corp     ATPG     11.875     1.250       5/1/2015
ATP Oil & Gas Corp     ATPG     11.875     0.750       5/1/2015
ATP Oil & Gas Corp     ATPG     11.875     0.750       5/1/2015
Affinion Group
  Holdings Inc         AFFINI   11.625    58.500     11/15/2015
Alion Science &
  Technology Corp      ALISCI   10.250    64.142       2/1/2015
Buffalo Thunder
  Development
  Authority            BUFLO     9.375    31.875     12/15/2014
California Baptist
  Foundation           CALBAP    7.800     6.222      5/15/2015
Cengage Learning
  Acquisitions Inc     TLACQ    10.500    19.750      1/15/2015
Cengage Learning
  Acquisitions Inc     TLACQ    12.000    12.500      6/30/2019
Cengage Learning
  Acquisitions Inc     TLACQ    13.250     1.375      7/15/2015
Cengage Learning
  Acquisitions Inc     TLACQ    10.500    19.750      1/15/2015
Cengage Learning
  Acquisitions Inc     TLACQ    13.250     1.375      7/15/2015
Cengage Learning
  Holdco Inc           TLACQ    13.750     1.375      7/15/2015
Champion
  Enterprises Inc      CHB       2.750     0.375      11/1/2037
Eastman Kodak Co       EK        7.000     3.100       4/1/2017
Eastman Kodak Co       EK        9.200     3.600       6/1/2021
Eastman Kodak Co       EK        9.950     2.100       7/1/2018
Energy Conversion
  Devices Inc          ENER      3.000     7.875      6/15/2013
Energy Future
  Holdings Corp        TXU       5.550    68.260     11/15/2014
Federal National
  Mortgage
  Association          FNMA      5.240    99.625       8/7/2018
Ferro Corp             FOE       6.500    98.750      8/15/2013
FiberTower Corp        FTWR      9.000     8.750       1/1/2016
GMX Resources Inc      GMXR      9.000    15.000       3/2/2018
GMX Resources Inc      GMXR      4.500     4.000       5/1/2015
Gasco Energy Inc       GSXN      5.500    17.000      10/5/2015
HP Enterprise
  Services LLC         HPQ       3.875    94.525      7/15/2023
JPMorgan Chase & Co    JPM       2.610    99.068      8/13/2013
James River Coal Co    JRCC      4.500    40.400      12/1/2015
LBI Media Inc          LBIMED    8.500    30.000       8/1/2017
Lehman Brothers
  Holdings Inc         LEH       1.000    21.375      8/17/2014
Lehman Brothers
  Holdings Inc         LEH       1.000    21.375      8/17/2014
Lehman Brothers
  Holdings Inc         LEH       1.000    21.375      3/29/2014
Lehman Brothers
  Holdings Inc         LEH       0.250    21.375      1/26/2014
Lehman Brothers
  Holdings Inc         LEH       1.250    21.375       2/6/2014
Lehman Brothers Inc    LEH       7.500    16.500       8/1/2026
MF Global
  Holdings Ltd         MF        1.875    43.000       2/1/2016
PMI Group Inc/The      PMI       6.000    27.500      9/15/2016
Penson Worldwide Inc   PNSN     12.500    24.125      5/15/2017
Penson Worldwide Inc   PNSN      8.000     8.625       6/1/2014
Penson Worldwide Inc   PNSN     12.500    24.125      5/15/2017
Platinum Energy
  Solutions Inc        PLATEN   14.250    57.850       3/1/2015
Powerwave
  Technologies Inc     PWAV      1.875     0.875     11/15/2024
Powerwave
  Technologies Inc     PWAV      1.875     0.875     11/15/2024
Residential
  Capital LLC          RESCAP    6.875    30.500      6/30/2015
Savient
  Pharmaceuticals Inc  SVNT      4.750    22.939       2/1/2018
School Specialty Inc   SCHS      3.750    40.000     11/30/2026
THQ Inc                THQI      5.000    50.500      8/15/2014
TMST Inc               THMR      8.000     9.500      5/15/2013
Terrestar
  Networks Inc         TSTR      6.500    10.000      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU      15.000    25.500       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU      10.250     6.875      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU      10.250     6.750      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU      10.500     7.200      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU      15.000    26.200       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU      10.250     6.750      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc          TXU      10.500     7.000      11/1/2016
UAL 2000-2 Pass
  Through Trust        UAL       7.762     2.008      4/29/2049
USEC Inc               USU       3.000    28.150      10/1/2014
Verso Paper
  Holdings LLC /
  Verso Paper Inc      VRS      11.375    50.100       8/1/2016
WCI Communities
  Inc/Old              WCI       4.000     0.375       8/5/2023
Western Express Inc    WSTEXP   12.500    66.375      4/15/2015
Western Express Inc    WSTEXP   12.500    66.375      4/15/2015



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
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