TCR_Public/130808.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, August 8, 2013, Vol. 17, No. 218

                            Headlines

1250 OCEANSIDE: Seeks to Employ Paul Brewbaker as Consultant
1250 OCEANSIDE: Propses to Employ Tax Return Preparers
1250 OCEANSIDE: Seeks to Employ Hyatt as Real Estate Counsel
1250 OCEANSIDE: Seeks to Pay Hawaii Counsel for Bones Report
1250 OCEANSIDE: Seeks to Employ ETL as Bookkeeper

421 GRANBY: Files Bankruptcy to Halt Granby Theater Foreclosure
ALLIED INDUSTRIES: California United Balks at Continued Cash Use
ALLIED INDUSTRIES: Has Until Nov. 19 to File Reorganization Plan
AMERICAN AIRLINES: Pilots' Union Demands American Eagle Biz Plan
AMERICAN AXLE: Posts $25.8 Million Net Income in 2nd Quarter

AMERICAN TOWER: S&P Puts 'BB+' CCR on CreditWatch Positive
ARCAPITA BANK: Files Add'l Plan Supplement Documents
BRIXMOR LLC: Takes Steps Positive to Credit Profile, Fitch Says
BRIXMOR LLC: S&P Affirms 'B' CCR & Revises Outlook to Positive
BOYD GAMING: Fitch Rates New $1.75 Billion Secured Loan 'BB'

BUILDERS FIRSTSOURCE: Files Form 10-Q, Posts $48.2MM Q2 Net Loss
CAMARILLO PLAZA: Files Bankruptcy-Exit Plan
CAMARILLO PLAZA: Taps Edward Carroll to Litigate Matters on WCBA
CAPITOL BANCORP: FDIC Pressuring States to Close Banks
CAPITOL INVESTMENTS: Shook Hardy Must Hand Over Attorney Evals
CLEAR CHANNEL: Inks Employment Agreement with New President

CLUB AT SHENANDOAH: Has Until Oct. 29 to File Reorganization Plan
CLUB AT SHENANDOAH: Sept. 24 Hearing on Continued Cash Use
COBALIS CORP: Suit Over Hedge Fund Scheme Tossed in NJ
COMMERCIAL CAPITAL: Ch. 11 Liquidation Plan Confirmed
CROSSOVER FINANCIAL: Has Until Aug. 21 to Amend Plan Outline

DETROIT, MI: Property Owners Can File Tax Appeals, Judge Says
DETROIT, MI: Bankruptcy Lawyers Break a Glass Ceiling
DETROIT, MI: U.S. Trustee Objects to UAW's Retiree Panel Request
DREAMWORKS ANIMATION: S&P Assigns 'B' CCR & Rates $300MM Notes 'B'
DS WATERS: S&P Affirms 'B' CCR & Rates $310MM Secured Loan 'BB-'

EARL GAUDIO: Wins Interim Approval of $750,000 DIP Loan
EAST END: Auction Results to be Considered at Confirmation Hearing
EASTMAN KODAK: Amended Rights Offering Restricts Shares Transfer
EDISON MISSION: Seeks to Employ Sitrick as Claims Consultant
ENERGY FUTURE: Lowers Net Loss to $71 Million in Second Quarter

ENERGY FUTURE: Fitch Lowers Issuer Default Rating to 'CC'
ENVISION HEALTHCARE: S&P Keeps B+ CCR & Alters Outlook to Positive
EXCEL MARITIME: Hirings of Advisors Approved
EXCEL MARITIME: Creditors Ask Court to End Exclusivity Period
GLOBAL AXCESS: Chapter 11 Petition Filed

EXCEL MARITIME: Sale of Vessels for $43.2MM Approved
FREESEAS INC: Issues 850,000 Add'l Settlement Shares to Hanover
FRIENDSHIP DAIRIES: Agstar Objects to Use of ITS Cash After Jul 25
FRIENDSHIP DAIRIES: Can Access Cash Collateral Until Sept. 30
FRIENDSHIP DAIRIES: Receives Court's Nod to Sell Livestock

GMX RESOURCES: Regan S. Beatty Withdraws as Conflicts Counsel
GMX RESOURCES: Has Authority to Hire Ordinary Course Professionals
GREGORY & PARKER: Peace U May Buy Seaboard Station for $20.75MM
HAWK ELECTRONICS: Files for Bankruptcy
HI-WAY EQUIPMENT: Wants Exclusive Right to File Plan Thru Oct. 15

HIGHWAY TECHNOLOGIES: U.S. Trustee Slams Global Settlement
HORIZON LINES: Incurs $1.5 Million Net Loss in Second Quarter
IGPS COMPANY: Committee Can Retain Cole Schotz as Counsel
IGPS COMPANY: Committee Can Retain McKenna Long as Co-Counsel
IGPS COMPANY: Rejects DiStasio Employment-Related Agreements

JEFFERSON COUNTY, AL: Judge Approves Vote on Bankruptcy Plan
JOHN CLEMENTE: NJ Firm Hit With Malpractice Suit Over Bankruptcy
JEFFERSON COUNTY, AL: Investors Seek Plan Vote as Exit Nears
K-V PHARMACEUTICAL: Capital Ventures Does Not Own Class A Stock
LAKE PLEASANT: 2011 and 2013 Chapter 11 Cases Consolidated

LAND SECURITIES: U.S. Trustee Object to Disclosure Statement
LAUSELL INC: Obtains Plan Outline OK; Conf. Hrg Set for Aug. 26
LEVEL 3 FINANCING: Fitch Rates $815MM Secured Term Loan 'BB'
MERCANTILE BANCORPP: $22MM Stalking Horse Sale Earns OK
MONITOR COMPANY: Chapter 7 Conversion Approved

MONTREAL, MAINE & ATLANTIC: Files for Bankruptcy in U.S., Canada
NXT CAPITAL: S&P Assigns 'BB-' ICR & Rates $150MM Loan 'BB-'
ORCHARD SUPPLY: Judge Approves $3.1-Mil. Executive Bonus Plan
OSP GROUP: S&P Affirms 'B' CCR & 'B' Rating on $355MM Secured Loan
OVERSEAS SHIPHOLDING: SEC Probes Group's 'Tax Issue'

PABELLON DE LA VICTORIA: Has Until Aug. 30 to File Plan
PEREGRINE FINANCIAL: US Bank Says It Never Aided $215MM Fraud
PHH CORP: Fitch Rates New $300MM Senior Unsecured Notes 'BB'
PHH CORP: S&P Assigns 'BB-' Rating to $300MM Sr. Unsecured Notes
PLAYA RESORTS: S&P Revises Rating on $400MM Sr. Facility to 'BB-'

POINT CENTER: Thomas Seaman Appointed as Chapter 11 Trustee
POINT CENTER: Can Employ Jeffrey Bernice as Special Counsel
POINT CENTER: Has Court OK to Employ Robertson & Olsen as Counsel
REALOGY CORP: Files Form 10-Q, Posts $86MM Net Income in Q2
RESIDENTIAL CAPITAL: Credit Union Plan Outline Objection Filed

REVSTONE INDUSTRIES: Rust Omni Tapped for Administrative Services
REVSTONE INDUSTRIES: Rust Omni Okayed as Metavation Claims Agent
ROGERS BANCSHARES: U.S. Trustee Appoints 4-Member Creditors Panel
ROGERS BANCSHARES: Panel May Retain Hunton & Williams as Counsel
ROGERS BANCSHARES: Carl Marks Okayed as Committee's Fin'l Advisors

ROGERS BANCSHARES: Panel Can Hire Dowden as Local Counsel
ROTECH HEALTHCARE: Wants Exclusive Periods Extended
RUE21 INC: S&P Assigns 'B-' CCR & Rates $533MM Term Loan 'B-'
ROSELAND VILLAGE: Files New Version of 2nd Amended Plan Outline
RURAL/METRO CORP: $75MM DIP Loan Gets Interim OK

SAN BERNARDINO, CA: Workers Withdraw Challenge to Bankruptcy
SAN BERNARDINO, CA: CalPERS Pushes Court to Kill Bankruptcy
SEVEN COUNTIES: Cash Collateral Hearing Continued to Sept. 10
SHINGLE SPRINGS: S&P Raises ICR to 'B'; Outlook Positive
SOUTHERN MONTANA ELECTRIC: Committee Taps Anderson ZurMeuhlen

SOUTHERN ONE: Confirmation Hearing is Set for Sept. 23
SOUTHERN ONE: Wants Exclusive Solicitation Pd. Extended to Nov. 28
SPECIALTY PRODUCTS: PI Committee & FCR File 2nd Amended Plan
SPIRIT AEROSYSTEMS: S&P Revises Outlook to Neg. & Affirms 'BB' CCR
STOCKTON, CA: Audit Hammers City's Financial Management

T-L CHEROKEE: Cole Taylor Balks at Approval of Plan Outline
TALISMAN ENERGY: S&P Retains 'BB+' Preferred Stock Rating
TAYLOR BEAN: Accountant Must Yield Tax Docs in FCA Case
TECHDYNE LLC: Settles with Hiox Capital, Seeks to Dismiss Case
THQ INC: Liquidation Plan Declared Effective

TOMSTEN INC: Wants Plan Filing Exclusivity Extended Thru Nov. 25
TRIBUNE CO: Citi, Merrill Helped Cause Co.'s Fall, Trustee Says
TRINITY COAL: Halts Bankruptcy Auction to Discuss Reorganization
VB WILIKINA: S&P Lowers Rating on 2012A Revenue Bonds to 'BB'
WEST CORP: Posts $43.6 Million Net Income in Second Quarter

YARWAY CORPORATION: Seeks Extension of Exclusive Periods
YARWAY CORPORATION: Sec. 341 Meeting Rescheduled to Sept. 18

* BNY Mellon Must Face N.Y. Fraud Case on Currency Trades
* DOJ Sues Bank of America over Mortgage Securities
* Obama to Outline Plans for Fannie Mae and Freddie Mac
* UBS Agrees to Settle Federal Claims in Mortgage Case

* Fed Should Reverse Commodity Policy, CFTC's Chilton Says
* Wells Fargo Lending Program Didn't Cheat Investors
* Indiana Senator to Push for Municipal Bankruptcy Law
* Lengthy Ch. 11s Fizzle as Out-Of-Court Debt Solutions Rise

* Wilson Elser Adds RE, Bankruptcy Pro in West Palm Beach

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

1250 OCEANSIDE: Seeks to Employ Paul Brewbaker as Consultant
------------------------------------------------------------
1250 Oceanside Partners, Front Nine, LLC, and Pacific Star
Company, LLC, sought and obtained authority from the U.S.
Bankruptcy Court for the District of Hawaii to employ Paul H.
Brewbaker, Ph.D., to consult with the Debtors' counsel regarding
selected matters, including interest rates applicable in the
contents of a plan, as a non-testifying expert regarding interest
rates, and as a testifying expert in the event Mr. Brewbaker's
testimony is offered at a later date.

Mr. Brewbaker will charge $350 per hour for his non-testifying
consultant services and $500 per hour for his testifying expert
services.

The Debtors assured the Court that Mr. Brewbaker is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Debtors and their estates.

Simon Klevansky, Esq. -- sklevansky@kplawhawaii.com -- Alika L.
Piper, Esq. -- apiper@kplawhawaii.com -- and Nicole D. Stucki,
Esq. -- nstucki@kplawhawaii.com -- at KLEVANSKY PIPER, LLP, A
Limited Liability Law Partnership, in Honolulu, Hawaii, represent
the Debtors.

                   About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine LLC, and Pacific Star Company
LLC, owners of the 1,800-acre Hokuli'a luxury real estate
development near Kona on the island of Hawaii, sought Chapter 11
protection (Bankr. D. Hawaii Lead Case No. 13-00353) on March 6,
2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were part
of his development "empire", which included developments in
Hawaii, Arizona, New Mexico and Scotland.  The secured lender,
Bank of Scotland, declared a default and obtained control of the
Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront on
the Kona coast, stopped after the developers were declared in
default under the loan.  Oceanside and Front Nine own most of the
land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as "Keopuka",
near Hokuli'a.  The Hokuli'a was to have 730 residential units, an
18-hole golf course, club and other amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.

Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D. Stucki,
Esq., at Klevansky Piper, LLP, represent the Debtor in its
restructuring effort.  They replace the law firm of Gelber, Gelber
& Ingersoll as general counsel.

A creditors committee has not been appointed.

James A. Wagner, Esq., at Wagner Choi & Verbrugge, represents Sun
Kona Finance I, LLC and Sun Kona Finance II, LLC, as counsel.


1250 OCEANSIDE: Propses to Employ Tax Return Preparers
------------------------------------------------------
1250 Oceanside Partners, Front Nine, LLC, and Pacific Star
Company, LLC, seek authority from the U.S. Bankruptcy Court for
the District of Hawaii to employ McGladrey, LLP, as tax return
preparer for 1250 Oceanside Partners, and TFO Phoenix, Inc., as
tax return preparer for Front Nine and Pacific Star.

The hourly rates for McGladrey's professionals range from $165 for
staff to $580 for a partner.  McGladrey estimates that the fees
for preparing the returns will be $20,000.

TFO proposes to charge $3,500 for the 2012 federal and state
returns for the two Debtors.  If additional services are needed,
TFO's hourly rates are $220 for tax compliance services and $360
for consulting services.

The firms assure the Court that they are disinterested persons
pursuant to Section 101(14) of the Bankruptcy Code and do not
represent any interest adverse to the Debtors and their estates.

Simon Klevansky, Esq. -- sklevansky@kplawhawaii.com -- Alika L.
Piper, Esq. -- apiper@kplawhawaii.com -- and Nicole D. Stucki,
Esq. -- nstucki@kplawhawaii.com -- at KLEVANSKY PIPER, LLP, A
Limited Liability Law Partnership, in Honolulu, Hawaii, represent
the Debtors.

                   About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine LLC, and Pacific Star Company
LLC, owners of the 1,800-acre Hokuli'a luxury real estate
development near Kona on the island of Hawaii, sought Chapter 11
protection (Bankr. D. Hawaii Lead Case No. 13-00353) on March 6,
2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were part
of his development "empire", which included developments in
Hawaii, Arizona, New Mexico and Scotland.  The secured lender,
Bank of Scotland, declared a default and obtained control of the
Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront on
the Kona coast, stopped after the developers were declared in
default under the loan.  Oceanside and Front Nine own most of the
land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as "Keopuka",
near Hokuli'a.  The Hokuli'a was to have 730 residential units, an
18-hole golf course, club and other amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.

Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D. Stucki,
Esq., at Klevansky Piper, LLP, represent the Debtor in its
restructuring effort.  They replace the law firm of Gelber, Gelber
& Ingersoll as general counsel.

A creditors committee has not been appointed.

James A. Wagner, Esq., at Wagner Choi & Verbrugge, represents Sun
Kona Finance I, LLC and Sun Kona Finance II, LLC, as counsel.


1250 OCEANSIDE: Seeks to Employ Hyatt as Real Estate Counsel
------------------------------------------------------------
1250 Oceanside Partners seeks authority from the U.S. Bankruptcy
Court for the District of Hawaii to employ Hyatt & Stubblefield,
P.C., to represent it as special counsel regarding compliance with
real estate and development agreements.

The firm assures the Court that it is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code and
does not represent any interest adverse to the Debtors and their
estates.

Simon Klevansky, Esq. -- sklevansky@kplawhawaii.com -- Alika L.
Piper, Esq. -- apiper@kplawhawaii.com -- and Nicole D. Stucki,
Esq. -- nstucki@kplawhawaii.com -- at KLEVANSKY PIPER, LLP, A
Limited Liability Law Partnership, in Honolulu, Hawaii, represent
the Debtors.

                   About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine LLC, and Pacific Star Company
LLC, owners of the 1,800-acre Hokuli'a luxury real estate
development near Kona on the island of Hawaii, sought Chapter 11
protection (Bankr. D. Hawaii Lead Case No. 13-00353) on March 6,
2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were part
of his development "empire", which included developments in
Hawaii, Arizona, New Mexico and Scotland.  The secured lender,
Bank of Scotland, declared a default and obtained control of the
Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront on
the Kona coast, stopped after the developers were declared in
default under the loan.  Oceanside and Front Nine own most of the
land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as "Keopuka",
near Hokuli'a.  The Hokuli'a was to have 730 residential units, an
18-hole golf course, club and other amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.

Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D. Stucki,
Esq., at Klevansky Piper, LLP, represent the Debtor in its
restructuring effort.  They replace the law firm of Gelber, Gelber
& Ingersoll as general counsel.

A creditors committee has not been appointed.

James A. Wagner, Esq., at Wagner Choi & Verbrugge, represents Sun
Kona Finance I, LLC and Sun Kona Finance II, LLC, as counsel.


1250 OCEANSIDE: Seeks to Pay Hawaii Counsel for Bones Report
------------------------------------------------------------
1250 Oceanside Partners, Front Nine, LLC, and Pacific Star
Company, LLC, seek authority from the U.S. Bankruptcy Court for
the District of Hawaii to compensate the Hawaii law firm of Tom
Quitiquit Chee & Watts with respect to certain services rendered
postpetition in preparing the Monthly "Bones" Report, in the
amount of $186 and other additional charges, not to exceed $1,000.

Going forward, the Debtors' court-appointed real estate counsel,
Carlsmith Ball, LLP, will be preparing and filing the monthly
bones report on the Debtors' behalf so TQCW is not expected to do
additional work.

Simon Klevansky, Esq. -- sklevansky@kplawhawaii.com -- Alika L.
Piper, Esq. -- apiper@kplawhawaii.com -- and Nicole D. Stucki,
Esq. -- nstucki@kplawhawaii.com -- at KLEVANSKY PIPER, LLP, A
Limited Liability Law Partnership, in Honolulu, Hawaii, represent
the Debtors.

                   About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine LLC, and Pacific Star Company
LLC, owners of the 1,800-acre Hokuli'a luxury real estate
development near Kona on the island of Hawaii, sought Chapter 11
protection (Bankr. D. Hawaii Lead Case No. 13-00353) on March 6,
2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were part
of his development "empire", which included developments in
Hawaii, Arizona, New Mexico and Scotland.  The secured lender,
Bank of Scotland, declared a default and obtained control of the
Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront on
the Kona coast, stopped after the developers were declared in
default under the loan.  Oceanside and Front Nine own most of the
land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as "Keopuka",
near Hokuli'a.  The Hokuli'a was to have 730 residential units, an
18-hole golf course, club and other amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.

Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D. Stucki,
Esq., at Klevansky Piper, LLP, represent the Debtor in its
restructuring effort.  They replace the law firm of Gelber, Gelber
& Ingersoll as general counsel.

A creditors committee has not been appointed.

James A. Wagner, Esq., at Wagner Choi & Verbrugge, represents Sun
Kona Finance I, LLC and Sun Kona Finance II, LLC, as counsel.


1250 OCEANSIDE: Seeks to Employ ETL as Bookkeeper
-------------------------------------------------
1250 Oceanside Partners, Front Nine, LLC, and Pacific Star
Company, LLC, seek authority from the U.S. Bankruptcy Court for
the District of Hawaii to employ ETL Accounting Service, LLC, to
assist the Debtors with respect to certain bookkeeping services
and compensate the firm for its postpetition services rendered in
the amount of $900.

ETL has provided general bookkeeping services to the Debtors both
before and after the bankruptcy filing and, because the firm is
familiar with the Debtors' operations and finance, it is more
efficient for the Debtors to retain the firm to continue to
provide bookkeeping services.

Simon Klevansky, Esq. -- sklevansky@kplawhawaii.com -- Alika L.
Piper, Esq. -- apiper@kplawhawaii.com -- and Nicole D. Stucki,
Esq. -- nstucki@kplawhawaii.com -- at KLEVANSKY PIPER, LLP, A
Limited Liability Law Partnership, in Honolulu, Hawaii, represent
the Debtors.

                   About 1250 Oceanside Partners

1250 Oceanside Partners, Front Nine LLC, and Pacific Star Company
LLC, owners of the 1,800-acre Hokuli'a luxury real estate
development near Kona on the island of Hawaii, sought Chapter 11
protection (Bankr. D. Hawaii Lead Case No. 13-00353) on March 6,
2013, in Honolulu.

The Debtors were formed by developer Lyle Anderson and were part
of his development "empire", which included developments in
Hawaii, Arizona, New Mexico and Scotland.  The secured lender,
Bank of Scotland, declared a default and obtained control of the
Debtors in January 2008.

Development of the property, which has 3.5 miles of waterfront on
the Kona coast, stopped after the developers were declared in
default under the loan.  Oceanside and Front Nine own most of the
land within the Hokuli'a project, which is the principal
development.  Pacific Star owns the land referred to as "Keopuka",
near Hokuli'a.  The Hokuli'a was to have 730 residential units, an
18-hole golf course, club and other amenities.

The Debtors say their assets are worth $68.1 million while they
are jointly liable to $625 million of debt to Sun Kona Finance
LLC, which acquired the Hawaii loan from Bank of Scotland.

Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D. Stucki,
Esq., at Klevansky Piper, LLP, represent the Debtor in its
restructuring effort.  They replace the law firm of Gelber, Gelber
& Ingersoll as general counsel.

A creditors committee has not been appointed.

James A. Wagner, Esq., at Wagner Choi & Verbrugge, represents Sun
Kona Finance I, LLC and Sun Kona Finance II, LLC, as counsel.


421 GRANBY: Files Bankruptcy to Halt Granby Theater Foreclosure
---------------------------------------------------------------
Sarah Kleiner Varble, writing for The Virginian-Pilot, reports
that 421 Granby LLC, which owns the Granby Theater, filed for
Chapter 11 bankruptcy on Aug. 6, a day before the downtown Norfolk
night club was scheduled to be auctioned.  According to the
report, the bankruptcy filing stalled the foreclosure auction of
421, 423 and 425 Granby St., which was set to take place Wednesday
morning.

According to the report, Southern Bank and Trust Co., which took
over the holdings of Bank of the Commonwealth when it failed in
late 2011, filed a foreclosure notice on the property as part of
an effort to recoup losses from delinquent debtors.  Court papers
say 421 Granby LLC owes Southern Bank about $1.86 million. Other
creditors are owed about $14,500.  The company listed its assets
as $3.1 million.

Bobby Wright is the principal investor of 421 Granby LLC.  The
report relates Mr. Wright said last week that he was negotiating
new financing for the theater with another lender.


ALLIED INDUSTRIES: California United Balks at Continued Cash Use
----------------------------------------------------------------
California United Bank has objected to Allied Industries, Inc.'s
request for continued use of cash collateral.

As reported in the Troubled Company Reporter on July 5, 2013,
Bankruptcy Judge Maureen A. Tighe entered an interim order
authorizing the Debtor to continue using cash collateral tied to
debt owed to secured creditor CUB, pending a final hearing slated
for Aug. 8, 2013 at 9:30 a.m.  The interim order authorized the
Debtor to use any cash and cash equivalents that may constitute
the Bank's cash collateral, if any, through and including Aug. 9
pursuant to the provisions of a cash collateral budget.  The
budget includes monthly adequate protection payments in the amount
of $12,000 to CUB, with the first payment due May 31, 2013.  As
additional adequate protection, CUB will receive replacement
liens.

In its objection, CUB stated that it is concerned that continued
operations may render CUB undersecured, with the fear that even
the resulting super-priority claim to which it will then be
entitled will not prevent it from suffering a loss.

In this relation, CUB seeks the addition of two new requirements
as a prerequisite to use of its cash collateral.  First, the
required $12,000 per month payment by the Debtor to CUB, which
covers the monthly interest accrual, must be increased to $25,000,
so that at least minor principal reductions in the debt to CUB
will be accomplished.  Secondly, the Debtor must be required to
submit to a full blown audit of its financial affairs, either by
someone CUB engages for that purpose at the Debtor's expense, or
by a court appointed auditor or examiner.

Alan M. Mirman, Esq., at Mirman, Bubman & Nahmias, LLP, represents
CUB as counsel.

                     About Allied Industries

Allied Industries, Inc., filed a Chapter 11 petition (Bankr. C.D.
Cal. Case. No. 13-11948) on March 21, 2013.  The petition was
signed by Ernesto Gutierrez as president and chief executive
officer.  The Debtor scheduled assets of $13,086,216 and
scheduled liabilities of $7,457,365.  Dheeraj K. Singhal, Esq., at
DCDM Law Group, P.C., serves as the Debtor's counsel.


ALLIED INDUSTRIES: Has Until Nov. 19 to File Reorganization Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended Allied Industries, Inc.'s exclusive period to file a plan
of reorganization until Nov. 19, 2013, and the period to solicit
acceptances for that plan until March 19, 2014.

The Court also extended for 90 days the Debtor's time to assume
nonresidential real property leases.

As reported in the Troubled Company Reporter on July 17, 2013, the
Debtor asserts that it needs more time to resolve major issues,
problems and disputes before submitting a Chapter 11 plan.  Among
other things, the Debtor cites that it is facing a number of
lawsuits from subcontractors, vendors and former employees.  It
also has brought lawsuits against a number of entities to collect
money it is owed.  Moreover, the Debtor relates that it needs more
time to develop its cash flow to support plan projections to fund
a plan.

The Debtor has four non-residential real property leases -- one
for its principal place of business in North Hollywood, one for
the Pomona office, one for the San Diego office and one for a yard
in San Diego.  The Debtor says it needs more time to decide on the
North Hollywood lease.  It intends to reject the other three
leases.

Secured creditor California United Bank expressed opposition to
the Debtor's Exclusivity Period Extension Motion.  The Bank
asserts that the Debtor has not demonstrated cause for the
requested extension.

On behalf of the Bank, Russell H. Rapoport, Esq., of Mirman,
Bubman & Nahmias, LLP, relates that the Debtor's last monthly
operating report filed shows that the estate is deteriorating
quickly and a turnaround for the Debtor may be impossible.  He
also cites a complaint filed by American Safety Casualty Insurance
Company on June 24, 2013, alleging that the Debtor's management
made fraudulent misrepresentations on their administration of
government contract work which caused substantial damage.  If
those allegations are true, Mr. Rapoport argues, not only is the
Debtor in danger of losing the opportunity for all future
government work, it also shows that dishonest management cannot be
trusted to act in the best interest of the estates.

                     About Allied Industries

Allied Industries, Inc., filed a Chapter 11 petition (Bankr. C.D.
Calif. Case. No. 13-11948) on March 21, 2013.  The petition was
signed by Ernesto Gutierrez as president and chief executive
officer.  The Debtor scheduled assets of $13,086,216 and
scheduled liabilities of $7,457,365.  Dheeraj K. Singhal, Esq., at
DCDM Law Group, P.C., serves as the Debtor's counsel.


AMERICAN AIRLINES: Pilots' Union Demands American Eagle Biz Plan
----------------------------------------------------------------
Law360 reported that AMR Corp. needs to lay out a business plan
for its American Eagle Airlines Inc. unit in order to prove that
the bankrupt airline's proposal to exit Chapter 11 is feasible,
the pilot's union for the regional carrier said.

According to the report, in a New York bankruptcy court filing,
the Air Line Pilots Association, which represents American Eagle
pilots, said the future of the regional carrier's operations has
been in flux throughout the case.

                      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 AXLE: Posts $25.8 Million Net Income in 2nd Quarter
------------------------------------------------------------
American Axle & Manufacturing Holdings, Inc., filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing net income of $25.8 million on $799.6 million of
net sales for the three months ended June 30, 2013, as compared
with net income of $4.7 million on $739.8 million of net sales for
the same period during the prior year.

For the six months ended June 30, 2013, the Company reported net
income of $33.1 million on $1.55 billion of net sales, as compared
with net income of $55 million on $1.49 billion of net sales for
the same period a year ago.

As of June 30, 2013, the Company had $3 billion in total assets,
$3.11 billion in total liabilities and a $101.6 million total
stockholders' deficit.

"Our primary liquidity needs are to fund capital expenditures,
debt service obligations and our working capital requirements.  We
believe that operating cash flow, available cash and cash
equivalent balances and available committed borrowing capacity
under our Revolving Credit Facility will be sufficient to meet
these needs," the Company said in the regulatory filing.

"AAM is pleased to report solid sequential sales growth and
improved profitability in the second quarter of 2013," said AAM's
President and Chief Executive Officer, David C. Dauch.  "AAM is
benefiting from a strong recovery in the North American light
truck market, as well as the launch of many new products designed
to help our global customer base increase fuel efficiency, reduce
emissions and improve safety, ride and handling performance.  The
combination of these factors and the continued progress in our
operational efficiency position us to continue improving AAM's
financial performance in the second half of 2013."

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

                        http://is.gd/xMeuUw

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE: AXL) -- http://www.aam.com/-- manufactures,
engineers, designs and validates driveline and drivetrain systems
and related components and chassis modules for light trucks, sport
utility vehicles, passenger cars, crossover vehicles and
commercial vehicles.

                           *     *     *

In September 2012, Moody's Investors Service affirmed the 'B1'
Corporate Family Rating (CFR) and Probability of Default Rating
(PDR) of American Axle.

American Axle carries a 'BB-' corporate credit rating from
Standard & Poor's Ratings Services.  "The 'BB-' corporate credit
rating on American Axle reflects the company's 'weak' business
risk profile and 'aggressive' financial risk profile, which
incorporate substantial exposure to the highly cyclical light-
vehicle market," S&P said, as reported by the TCR on Sept. 6,
2012.


AMERICAN TOWER: S&P Puts 'BB+' CCR on CreditWatch Positive
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on American
Tower Corp. including its 'BB+' corporate credit rating, on
CreditWatch with positive implications.  In addition, S&P placed
its 'BB+' issue-level ratings on the company's unsecured debt on
CreditWatch with positive implications.

At the same time, S&P placed its ratings on Crown Castle
International Corp., including the 'B+' corporate credit rating,
on CreditWatch with positive implications.  In addition, S&P
placed its 'B+' issue-level ratings on subsidiary Crown Castle
Operating Co.'s senior secured credit facilities, the 'BB' issue-
level rating on subsidiary CC Holdings GS V LLC's senior secured
notes, and the 'B-' issue-level rating on Crown Castle
International's senior unsecured notes on CreditWatch with
positive implications.

In addition, S&P placed its ratings on SBA Communications Corp.,
including the 'B+' corporate credit rating, on CreditWatch with
positive implications.  S&P also placed all its other ratings on
CreditWatch positive, including the 'BB' issue-level rating on
subsidiary SBA Senior Finance II LLC's secured credit facilities,
the 'B+' issue-level rating on SBA Telecommunications Inc.'s
senior unsecured notes, and the 'B-' issue-level rating on SBA
Communications Corp.'s unsecured notes.

"The CreditWatch placements follow the initiation of a sector
review on U.S. wireless tower operators, based on our view of
continued strong industry fundamentals given the relative
stability of the companies' operations, profitable growth, and
diversity obtained through acquisitions in the U.S. and
international markets, and our expectation that consolidation
among U.S. wireless carriers will not meaningfully hurt the tower
operators' financial measures over the next several years," said
Standard & Poor's credit analyst Catherine Cosentino.  Based on
S&P's review, it could revise its assessment of the amount of
leverage it considers appropriate at each rating level for each of
the three tower companies, which could lead to upgrades or
affirmations at the current rating.

S&P aims to complete its sector review and resolve the CreditWatch
placement over the next month.  Although S&P believes that upgrade
potential is limited to one notch, the rating will ultimately
depend on S&P's assessment of long-term business fundamentals and
financial policy.


ARCAPITA BANK: Files Add'l Plan Supplement Documents
----------------------------------------------------
Arcapita Bank B.S.C.(c), et al., filed with the U.S. Bankruptcy
Court for the Southern District of New York these additional plan
supplement documents in connection with the Debtors? Confirmed
Second Amended Joint Plan (With First Technical Modifications):

1. Notice of Filing of List of Additional Proposed Directors;
2. Sukuk Facility Documents:
      a. Declaration of Trust;
      b. Mudaraba Agreement;
      c. Agency and Administration Agreement;
      d. Terms and Conditions; and
      e. Charge and Assignment Deed;
3. Form of Asset Transfer Agreement between Arcapita and AIM;
4. Executed Exit Facility;
5. Arcapita Bank / QIB Letter related to Lusail Option;
6. HQ Settlement Agreement;
7. Blackline HQ Settlement Agreement;
8. SCB Plan Settlement Agreement Amendment;
9. Disposition Expense Facility;
10. Blackline Disposition Expense Facility;
11. Form of Major Shareholders? Agreement;
12. Form of Minor Shareholders? Agreement;
13. Notice Regarding Shareholders? Agreements with Respect to
    Certain Investments;
14. Form of Cayman Transaction Holdco Articles of Association;
15. Blackline form of Cayman Transaction Holdco Articles of
    Association
16. Form of Delaware Transaction Holdco Bylaws;
17. Form of Amendment to Delaware Transaction Holdco Certificate
    of Incorporation;
18. Form of Disposition Committee Bylaws;
19. Form of Management Services Agreement (updated);
20. Blackline form of Management Services Agreement;
21. Implementation Memorandum (updated);
22. Form of Professional Compensation Claims Escrow Agreement
    (updated);
23. Blackline form of Professional Compensation Claims Escrow
    Agreement; and
24. Form of Disbursing Agent Agreement.

The additional Plan Supplement documents are available at:

           http://bankrupt.com/misc/arcapita.doc1413.pdf

As reported in the TCR on June 19, 2013, the U.S. Bankruptcy Court
for the Southern District of New York entered its Findings of
Fact, Conclusions of Law, and Order confirming the Second Amended
Joint Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c)
and Related Debtors with respect to each Debtor other than Falcon
Gas Storage Company, Inc.

The Plan contemplates, among others, the entry of the Debtors into
a $185 million Murabaha exit facility that will allow the Debtors
to wind down their businesses and assets for the benefit of all
creditors and stakeholders.

At the Confirmation Hearing, the Court commenced the confirmation
hearing on the Falcon Subplan and, based on a request from Falcon,
adjourned such confirmation hearing related to the Falcon Subplan
pending the Court's ruling on the Falcon subordination issues
presented to the Court at a hearing on June 10, 2013.
Accordingly, at the Confirmation Hearing, the Court only
considered Confirmation of the Plan with respect to the Initial
Debtors.

Based on the adjournment of the confirmation hearing on the Falcon
Subplan, Tide Natural Gas Storage I, LP, and Tide Natural Gas
Storage II, LP, withdrew its objection to the Plan for the
Initial Debtors and its rejecting Class 8(a) vote with respect to
the Plan for the Initial Debtors, and agreed that Tide's Claim, if
any, against Arcapita Bank would be treated as a Class 10(a)
Claim.  Tide did not withdraw its vote with respect to the Falcon
Subplan and fully reserved all of its rights with respect to
Falcon, including its right to object to the Falcon Subplan;
Falcon reserved all of its rights with respect to Tide and its
claims against Falcon.

Pursuant to Section 1123 of the Bankruptcy Code and Bankruptcy
Rule 9019, the Court's Order also approved the SCB Settlement
Motion and the SCB Plan Settlement.

The Exit Facility (including the conversion of the DIP Facility
into the Exit Facility), including the payment of all fees,
indemnities, expenses and other amounts provided for by the Exit
Facility, are approved for purposes of implementation of the Plan,
subject to entry of and any modification by the Final DIP Order.

A copy of the Confirmation Order and the confirmed Second Amended
Joint Chapter 11 Plan of Arcapita Bank and Related Debtors (With
First Technical Modifications) is available at:

         http://bankrupt.com/misc/arcapita.doc1262.pdf

                        About Arcapita Bank

Arcapita Bank B.S.C., also known as First Islamic Investment Bank
B.S.C., along with affiliates, filed for Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19,
2012.  The Debtors said they do not have the liquidity necessary
to repay a US$1.1 billion syndicated unsecured facility when it
comes due on March 28, 2012.

Falcon Gas Storage Company, Inc., filed a Chapter 11 petition
(Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012.  Falcon Gas
is an indirect wholly owned subsidiary of Arcapita that previously
owned the natural gas storage business NorTex Gas Storage Company
LLC.  In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a
Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II,
L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock
of NorTex from Falcon Gas for $515 million. Arcapita guaranteed
certain of Falcon Gas' obligations under the NorTex Purchase
Agreement.

The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy
counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP
as international counsel on Bahrain matters, Hatim S Zu'bi &
Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild
Inc. and financial advisor, and GCG Inc. as notice and claims
agent.

Milbank, Tweed, Hadley & McCloy LLP represents the Official
Committee of Unsecured Creditors.  Houlihan Lokey Capital, Inc.,
serves as its financial advisor and investment banker.

Founded in 1996, Arcapita is a global manager of Shari'ah-
compliant alternative investments and operates as an investment
bank.  Arcapita is not a domestic bank licensed in the United
States.  Arcapita is headquartered in Bahrain and is regulated
under an Islamic wholesale banking license issued by the Central
Bank of Bahrain.  The Arcapita Group employs 268 people and has
offices in Atlanta, London, Hong Kong and Singapore in addition to
its Bahrain headquarters.  The Arcapita Group's principal
activities include investing on its own account and providing
investment opportunities to third-party investors in conformity
with Islamic Shari'ah rules and principles.

The Arcapita Group had roughly US$7 billion in assets under
management.  On a consolidated basis, the Arcapita Group owns
assets valued at roughly US$3.06 billion and has liabilities of
roughly US$2.55 billion.  The Debtors owe US$96.7 million under
two secured facilities made available by Standard Chartered Bank.

Arcapita explored out-of-court restructuring scenarios but was
unable to achieve 100% lender consent required to effectuate the
terms of an out-of-court restructuring.

Subsequent to the Chapter 11 filing, Arcapita Investment Holdings
Limited, a wholly owned Debtor subsidiary of Arcapita in the
Cayman Islands, issued a summons seeking ancillary relief from the
Grand Court of the Cayman Islands with a view to facilitating the
Chapter 11 cases.  AIHL sought the appointment of Zolfo Cooper as
provisional liquidator.

As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for
the Southern District of New York entered its Findings of Fact,
Conclusions of Law, and Order confirming the Second Amended Joint
Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and
Related Debtors with respect to teach Debtor other than Falcon Gas
Storage Company, Inc.

A copy of the Confirmed Second Amended Joint Plan (With First
Technical Modifications) is available at:

          http://bankrupt.com/misc/arcapita.doc1265.pdf


BRIXMOR LLC: Takes Steps Positive to Credit Profile, Fitch Says
---------------------------------------------------------------
Recent capital markets initiatives announced by Brixmor LLC's
parent companies are positive to its credit profile, according to
Fitch Ratings.  These initiatives include a new $2.8 billion
credit facility obtained by Brixmor Operating Partnership LP (BOP)
and the filing of a preliminary IPO prospectus by Brixmor Property
Group, Inc. (BRX).

Key positives relating to Brixmor LLC's credit profile include
stronger linkage to an indirect parent (BOP) with an improved
liquidity profile, as well as a material increase in the equity
value of its two largest unconsolidated joint venture (JV)
investments. Factors that temper these positives include the
planned transfer of wholly-owned unencumbered properties out of
Brixmor LLC and execution risk with respect to BRX's planned IPO,
which will require an accommodative equity market.

On July 18, 2013, BRX filed a preliminary IPO prospectus with the
SEC that included the details of a new $2.8 billion credit
facility obtained by BOP.

The credit facility consists of a $1.25 billion revolving credit
facility that matures on July 31, 2017, with a one-year extension
option and a $1.5 billion term loan that matures on July 31, 2018.
The revolving credit facility bears interest at LIBOR plus 1.5% to
2.1% depending on BOP's leverage. The margin for the term loan is
10 basis points lower than the revolving facility.

BRX plans to use approximately $2.4 billion of borrowings under
the new facility to repay select mortgages within Brixmor Residual
Holdings LLC (Residual) and Brixmor GA America LLC (Galileo).
Residual and Galileo are indirect subsidiaries of BRX that that
are owned in JVs between BOP (51% managing member interest) and
Brixmor LLC (49% non-managing interest). This 72% drawn line will
be paid down with the proceeds from the BRX IPO.

Stronger Parent Linkage

Fitch considers the stronger legal ties implicit in the new credit
facility agreement to have improved Brixmor LLC's credit profile.
Importantly, the agreement does not contain explicit cross-default
language regarding Brixmor LLC's obligations, nor is BOP a
guarantor of Brixmor LLC's unsecured debt obligations. However,
the credit agreement indirectly stipulates that a default by
Brixmor LLC (as a subsidiary of the borrower) on its unsecured
obligations could trigger a default on the facility under certain
circumstances.

Fitch's previous concern as to the weak legal ties between Brixmor
LLC and its parent has been an important factor reflected in
Brixmor LLC's credit ratings, despite the company's relatively
strong operational and strategic ties. Such ties include common
management, a centralized treasury, and historical evidence of
tangible support by the parent via contributions of capital by
affiliates of The Blackstone Group LP (rated 'A+' by Fitch with a
Stable Outlook) to Brixmor LLC.

Increased Joint Venture Value

Brixmor LLC's equity value of investments in its two largest
unconsolidated JVs will increase materially due to the
recapitalization (i.e. secured debt de-leveraging) of these
entities with borrowings at BOP. The increase in equity value
should approximate $1.2 billion - essentially mirroring Brixmor
LLC's 49% ownership against the $2.4 billion of debt repayments.
For perspective, the value of Brixmor LLC's equity investment in
unconsolidated joint ventures (principally comprising its interest
in Residual and Galileo) at March 31, 2013 was $752 million.

Brixmor LLC is entitled to its pro-rata share of available cash
flow from Residual and Galileo, which will increase meaningfully
due to the lower interest cost burden. However, the absence of
dividend restrictions between Brixmor LLC and its parent BOP could
reduce, or eliminate, the related benefit.

Fitch anticipates that the majority of incremental cash flow that
accrues to Brixmor LLC from these JVs will be redistributed to its
parent to cover BOP's interest costs and to satisfy the REIT
dividend distribution requirements of BRX. Further, the
centralized treasury amongst Brixmor LLC and all of its affiliated
entities does not enable Brixmor LLC to independently retain
capital to repay indebtedness, fund capital expenditures, acquire
assets or otherwise make financial decisions with the additional
cash flow received from these JVs.

Property Transfers Weaken Credit

Fitch views the transfer of wholly-owned unencumbered properties
out of Brixmor LLC contemplated in BRX's public offering as a
credit negative, all things equal.

In conjunction with its public offering, BRX plans to distribute
47 non-core properties it has historically held in its portfolio
to its pre-IPO investors. Twenty-three of the 47 properties being
transferred are held within Brixmor LLC, of which 21 properties,
representing $51.5 million of undepreciated asset value, are
unencumbered. Separately, BRX will acquire 43 properties from its
pre-IPO investors that the company manages, but does not own.

The gross book value of Brixmor LLC's wholly-owned, unencumbered,
properties (i.e. excluding its interest in JVs) will decrease to
$355.5 million from $406.9 million at year-end 2012 (pro forma for
$22.3 million of property sales in 2013) as a result of the
transfers. For perspective, Brixmor LLC had $405 million principal
amount of unsecured obligations outstanding as of March 31, 2013.

Despite the transfers, Brixmor LLC's unencumbered asset coverage
for covenant purposes will likely improve materially due to the
increase in the value of its equity investments in unconsolidated
joint ventures. These investments are included in the calculation
of unencumbered assets for covenant compliance for Brixmor LLC's
unsecured bonds. Fitch generally views equity interests as
providing weak protection for unsecured bondholders given
historically poor recoveries from equity pledges experienced by
commercial mortgage lenders and the minority interest Brixmor
holds in these JVs.

The improvement in overall asset quality within the Brixmor
corporate group structure partially mitigates the negative impact
of the transfers out of Brixmor LLC. Indeed, the 43 assets that
BRX will acquire from its pre-IPO owners are of considerably
higher quality than the 47 it is distributing, based on location,
anchor-tenant credit quality and occupancy rate. Moreover, Fitch
considered the balance between these asset transfers against the
backdrop of stronger legal ties between Brixmor LLC and its
sponsor, which should have a stronger liquidity profile upon the
reduction in the balance of BOP's new unsecured credit facility
post-IPO.

Because of the linkage between Brixmor LLC and its indirect parent
companies, Fitch will likely initiate credit ratings for BRX and
BOP subsequent to BRX completing its public offering.

Fitch currently rates Brixmor LLC as follows:

-- Issuer Default Rating (IDR) 'BB-';
-- Senior unsecured notes 'BB-'.

The Rating Outlook is Stable.


BRIXMOR LLC: S&P Affirms 'B' CCR & Revises Outlook to Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on Brixmor LLC.  At the same time, S&P
revised its outlook on the company to positive from stable.  The
rating actions affect roughly $405 million of rated debt.

"Our outlook revision to positive acknowledges the prospects for
improved liquidity, access to capital, and longer-term
deleveraging if parent BPG's pending IPO is successful," said
Standard & Poor's credit analyst Elizabeth Campbell.

Brixmor Operating Partnership LP (an indirect parent of Brixmor
LLC) recently closed on debt transactions that will reduce its
cost of debt and increase liquidity (through access to a new
revolving line of credit).

S&P expects Brixmor LLC's portfolio occupancy, rents, and same-
store NOI to continue to improve over the next year.  S&P would
consider an upgrade if the pending IPO of BPG results in improved
liquidity at Brixmor LLC, and if fixed-charge coverage is
maintained above 1.7x.

Alternatively, S&P would consider revising the outlook to stable
if liquidity weakened (perhaps if Brixmor LLC were to make a large
dividend payment to its parent) or FCC declined below 1.5x.


BOYD GAMING: Fitch Rates New $1.75 Billion Secured Loan 'BB'
------------------------------------------------------------
Fitch Ratings assigns an 'BB/RR1' rating to Boyd Gaming Corp's
(Boyd) proposed $1.75 billion senior secured credit facility.
Fitch has also affirmed the following ratings:

Boyd

-- IDR at 'B' (Outlook revised to Stable from Negative);
-- Existing senior secured credit facility at 'BB/RR1';
-- Senior unsecured notes at 'CCC+/RR6';
-- Senior subordinated notes at 'CCC/RR6'.

Peninsula Gaming LLC (Peninsula) & Peninsula Gaming Corp. as co-
issuer

-- IDR at 'B' (Stable Outlook);
-- Senior secured credit facility at 'BB/RR1';
-- Senior unsecured notes at 'CCC+/RR6'.

Marina District Finance Company, Inc. (Borgata)

-- IDR at 'B-' (Stable Outlook);
-- Senior secured revolving credit facility at 'BB-/RR1';
-- Senior secured first-lien notes at 'B+/RR2'.

The new Boyd credit facility will consist of a $600 million
revolver due 2018, a $150 million term loan A due 2018 and a $1
billion term loan B due 2020. The term loan A will amortize at 5%
per year and the term loan B at 1% per year. The proceeds will be
used to refinance Boyd's existing credit facility. The term loans
will also have a 50% excess cash flow sweep provision. Boyd's
Peninsula assets and 50% stake in the Borgata will not be part of
the collateral package.

Rating Drivers

The Outlook revision to Stable reflects:

-- Operating stabilization in Boyd's Las Vegas Locals segment;

-- More certainty that Peninsula will be merged into Boyd's
    credit group;

-- Improved maturity profile as a result of the redemption of
    the subordinated notes due 2014, the anticipated refinancing
    of Boyd's credit facility due 2015 and the anticipated
    redemption of the subordinated notes due 2016;

-- Improved leverage and FCF profile as a result of Boyd's sale
    of non-core assets (Echelon and Dania sites) and the
    anticipated equity issuance with all proceeds being directed
    at debt paydown.

The above capital structure initiatives bring Boyd's wholly-owned
(including Peninsula) leverage down to more manageable level of
approximately 7.4x on a pro forma basis compared to 8.3x for the
LTM period ending March 31, 2013. Also maturities are addressed
through 2018, and Boyd's FCF run rate (excluding Peninsula FCF but
including Peninsula management fees) remains solid at
approximately $100 million as the credit facility refinancing is
largely expected to be interest cost neutral.

The Outlook revision to Stable from Negative takes into account
Boyd's improved financial flexibility. However, the company's
leverage remains high relative to its regional casino operator
peers. Fitch does not expect Boyd's assets in aggregate to
experience meaningful EBITDA growth. Therefore, deleveraging will
rely on debt paydown from FCF, which is adequate for sustaining
healthy operations but is modest relative to Boyd's debt load
(less than 5% relative to debt). These factors largely limit near-
term positive rating momentum.

Las Vegas Locals Market

Boyd's Las Vegas Locals segment has reversed a negative trend in
the first quarter 2013 with the segment's EBITDA growing 2% and
12% in the first quarter 2013 and second quarter 2013,
respectively. This is after a 12% EBITDA decline in the full-year
2012. The Locals segment EBITDA improvement in the first half 2013
is largely driven by efficiency initiatives as revenues were
mostly flat. Fitch expects Boyd's Locals revenues to remain flat
for the remainder of the year with the EBITDA margin improvement
carrying into the second-half of 2013. Longer-term, Fitch expects
positive revenue growth to be supported by the market's positive
economic trends and stabilization in the promotional environment.

Las Vegas' economic trends are positive with the unemployment rate
declining to 10.1% in June 2013 from the peak level of 14.6%
reached in mid-2010 and 11.8% in June 2012 period. The Case &
Schiller housing price index for the market has also improved to
114.09 in May 2013, which is up from the prior year period's
92.55. The housing index also improved on a sequential basis from
111.06 in April 2013. The improved economic landscape has not
directly translated into robust gaming revenue growth. In 2012
Locals gaming revenues grew 1.4% and the revenues are down 20%
year-to-date through June.

Boyd's FCF

Fitch calculates run-rate FCF for Boyd's main restricted group at
around $100 million in the base case. This is enough to absorb
considerable operating and competitive pressure.

Fitch's base case FCF forecast includes the following estimates:

-- Restricted group property EBITDA of $348 million (same as
    LTM EBITDA);

-- Peninsula management fees of $20 million;

-- Cash-based corporate expense of $45 million;

-- Interest expense of $140 million;

-- Maintenance capex of $85 million (about $87 million for
    LTM period).

Until Boyd consolidates Peninsula's credit group into its own,
Boyd has access to roughly $80 million - $90 million of
Peninsula's FCF per year. Peninsula's senior notes limit
restricted payments to $15 million plus 50% of cumulative net
income. Peninsula's credit facility permits dividends based on a
basket equal to $20 million plus excess cash flows not used for
the mandatory prepayments of the term loan (there is a 50% excess
cash flow sweep) as long as leverage remains 0.5x below
maintenance covenant levels. Fitch estimates Peninsula's
discretionary FCF at slightly above $80 million for the LTM period
ending June 30, 2013.

Peninsula Acquisition Benefits and Peninsula Rating Drivers

Boyd's November 2012 acquisition of Peninsula was a credit
positive as it diversified Boyd away from the Las Vegas Locals
market while being largely leverage neutral (the acquisition
multiple was below Boyd's leverage). After the acquisition,
Peninsula remained an unrestricted subsidiary of Boyd; however,
Boyd plans to combine Peninsula with its restricted group.

Fitch believes there is now more certainty with respect to the
Peninsula credit group being merged into Boyd as most of Boyd's
near-term potential default catalysts have been removed.
Particularly, maturities have been addressed through 2018, and the
FCF profile will be fortified with the refinancing of Boyd's
credit facility. Fitch now places greater emphasis on credit
metrics that include Peninsula than those that do not.

The affirmation of Peninsula's 'B' IDR takes into account
Peninsula's FCF profile and manageable debt levels. These positive
factors offset Peninsula's market concentration with roughly 50%
of EBITDA being generated in the Wichita, KS market and Fitch's
generally lackluster outlook for regional markets.

Borgata Rating Drivers

The affirmation of Borgata's IDR at 'B-' reflects Borgata's
leading position in the Atlantic City market, healthy FCF cushion,
the prospect of online gaming and the benign nature of the gaming
expansion bill passed in the state of New York.

Borgata has maintained its greater than 20% market share in
Atlantic City in spite of Revel entering the market in early 2012
and has performed better relative to its peers with the LTM gross
revenues being down 4% relative to the market's 11% decline
(includes the effect from Sandy). Some of this outperformance can
be attributed to a sharp decline in promotional activity in the
market by Caesars Entertainment Corp, which has four properties in
the market.

The Atlantic City market still faces considerable competitive
headwinds, but there were no new major openings in the surrounding
jurisdictions since late 2011 when Resorts World opened in Queens,
NY. (A smaller casino opened in early 2012 at Valley Forge
convention center near Philadelphia). No new openings of full
scale casinos are anticipated until late 2016/early 2017 at the
earliest when there could be one additional casino opening in
Philadelphia and two casinos opening in the Catskills. The New
York expansion bill also permits two video lottery terminal (VLT)
facilities in Long Island that can potentially open before that.

The potential for a gaming expansion in New York was a major
overhang for the Atlantic City market since there was potential
for full scale casinos in New York's five boroughs. The bill that
passed recently and is headed for a referendum this November only
permits full scale casinos in upstate New York, including two in
the Catskills. Fitch expects the effect on Borgata from these
casinos plus the Long Island VLTs to be manageable.

Fitch calculates Borgata's run rate FCF at approximately $15
million - $25 million. Fitch believes this is a near trough range,
although further downside remains from regional competitive and
economic pressures as well as the anticipated second casino in
Philadelphia. Fitch's estimated FCF run-rate range assumes a run
rate EBITDA of $110 million (roughly first half 2013 annualized
and also the credit facility covenant threshold), $70 million -
$75 million in interest expense (pro forma for $40 million
redemption of the 2015 notes), and $15 million - $20 million of
maintenance capital expenditures. Fitch believes that the launch
of online gaming, which can occur later this year, will be
accretive to the FCF profile although likely not immediately given
the heavy amount upfront investment needed.

Relationship Between IDRs

Fitch does not firmly link the IDRs of Boyd, Borgata or Peninsula.

In the case of Boyd and Borgata, Fitch believes that there is a
moderate rating linkage due to Borgata being eligible for an
online license in the state of New Jersey. A strong linkage is
precluded at this point given that Boyd only owns a 50% stake in
Borgata and the profitability of online gaming is largely untested
under New Jersey's legal framework. New Jersey legalized all forms
of online gaming in February and is the most populous state to do
so thus far in the U.S.

Before online gaming was passed in New Jersey, Fitch categorized
the rating linkage between Boyd and Borgata as weak. Absent online
gaming, Borgata has little strategic value for Boyd as Borgata is
not included in Boyd's loyalty program and operates in a difficult
operating environment. To the extent Boyd remains a stronger
credit and online gaming remains promising, Borgata credit will
benefit from the 50% ownership by Boyd. The other JV owner is MGM
Resorts International (IDR 'B' with a Positive Outlook). In 2010,
MGM agreed to divest of its share in Borgata due to the state
regulators' concerns over MGM's affiliations in Macau. In February
2013, MGM requested that the New Jersey regulators revisit its
ability to retain its 50% stake in Borgata.

Boyd's rating relationship is stronger with Peninsula. Fitch
expects Boyd to merge Peninsula into its main restricted group
over the next one to three years. In the meantime, Boyd benefits
from Peninsula's healthy FCF, subject to limitations in the
Peninsula senior notes' indenture, and about $20 million in annual
management fees.

Fitch views Peninsula's IDR largely on a stand-alone basis. Boyd's
main restricted group is now somewhat stronger than Peninsula's
post the transactions mentioned above. The Peninsula credit
derives some benefit from Boyd's ownership as there is some
strategic value for Boyd to own Peninsula. These benefits include
diversification and access to additional jurisdictions that may
consider legalizing online gaming. However, the strategic benefit
is limited in that Peninsula's assets are not core to Boyd's
operations as they are not included in Boyd's loyalty program.

Transaction Ratings and Recovery

There are no material changes in the recovery analysis as a result
of Boyd's credit facility refinancing. As before, Fitch calculates
recovery for Boyd's new senior secured credit facility in the 91%-
100% range with no recovery for the unsecured debt. Boyd rates the
senior notes 'CCC+/RR6', one notch above the subordinated notes
('CCC/RR6).

Borgata's redemption of $40 million in the 2015 notes is a
positive for Borgata's secured noteholders although the recovery
remains in the 71%-90% range for the notes. The range corresponds
with a 'RR2' Recovery Rating and a two-notch uplift from Borgata's
'B-' IDR. Fitch estimates full recovery for Borgata's $60 million
revolver, which has priority over the secured notes.

For Peninsula, Fitch estimates full recovery for its credit
facility and a recovery in the 0%-10% range for the senior
unsecured notes. Peninsula's revolver has priority over the term
loan; however, Fitch does not make a distinction in the ratings
with both tranches being rated 'BB/RR1'.

Rating Sensitivities

There is now more cushion at Boyd's 'B' IDR. However a downgrade
to 'B-' or a Negative Outlook revision is possible if leverage
(including Peninsula) moves back towards 8x due to operating
pressure and/or financial policy decisions.

With leverage at about 7.4x on wholly-owned basis, near-term
rating momentum for Boyd is limited. However, Boyd's operating
profile can support an IDR at the higher end of the 'B'
category/low end of the 'BB' category. Fitch may consider an
Outlook revision to Positive or an upgrade to 'B+' if leverage
declines towards 6x range. Other factors that would be viewed
positively by Fitch when considering positive rating action
include FCF improving further due to growth in EBITDA or decline
in interest costs and/or a resumption in same-store top line
growth in Boyd's Las Vegas Locals and Midwest/South segments.

Further deleveraging will likely be difficult given Fitch's
lackluster outlook for regional gaming markets. Together with
Peninsula, Fitch expects Boyd to generate roughly $180 million in
FCF a year. This will allow some pay down of debt although
meaningful debt reduction will take time given the large debt load
relative to the FCF (FCF is about 5% of the debt outstanding).

Borgata also has some cushion at the 'B-' IDR. However, a
downgrade or an Outlook revision to Negative is possible if Fitch
revises its estimated FCF run-rate for Borgata towards $10 million
or less or Borgata fails to refinance its 2015 notes in a timely
manner. Since Borgata extended its credit facility in July 2013,
its 2015 notes become its most near-term maturity. The notes
become callable this October at 104.75 and currently trade close
to the call price.

With online gaming being legalized, Fitch believes that there is a
higher likelihood that Boyd and/or MGM will support Borgata. Fitch
may consider notching up Borgata's IDR accordingly if online
gaming proves to be successful. On a stand-alone basis, Fitch may
revise Borgata's Outlook to Positive if its top line stabilizes
with FCF being at least in the $30 million range and the
competitive risk related to the winning Philadelphia license
appears to be manageable.

There is limited upside for Peninsula's IDR given the company's
high leverage relative to its operating profile. The probability
of a downgrade is similarly low given Peninsula's strong FCF
profile, which Fitch thinks can absorb considerable operating
stress. Fitch expects that Peninsula's debt will be refinanced
over the next one to three years consolidating into Boyd's main
restricted group.


BUILDERS FIRSTSOURCE: Files Form 10-Q, Posts $48.2MM Q2 Net Loss
----------------------------------------------------------------
Builders Firstsource, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $48.20 million on $398.14 million of sales for the
three months ended June 30, 2013, as compared with a net loss of
$12.05 million on $271.91 million of sales for the same period a
year ago.

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

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

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

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

                        http://is.gd/deE5fL

                     About Builders FirstSource

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

                           *     *     *

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


CAMARILLO PLAZA: Files Bankruptcy-Exit Plan
-------------------------------------------
Camarillo Plaza, LLC, submitted to the U.S. Bankruptcy Court for
the Central District of California its Plan of Reorganization.
The Plan will be funded trough the sale of the property.

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

A Sept. 12, 2013, hearing at 10 a.m. has been set.

                       About Camarillo Plaza

Shopping center operator Camarillo Plaza LLC, based in Los
Angeles, California, filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-59637) on Dec. 5, 2011.  Judge Sheri Bluebond
was assigned to the case.  At the Debtor's behest the next day,
the case was transferred to the Northern Division (Bankr. C.D.
Calif. Case No. 11-bk-15562).  The case in the Los Angeles
Division was closed, and Judge Robin Riblet took over from Judge
Bluebond.

The Debtor scheduled assets of $21.6 million and liabilities of
$12.3 million as of the Chapter 11 filing.  Janet A. Lawson, Esq.,
in Ventura County, California, serves as the Debtor's counsel.
The petition was signed by Aaron Arnold Klein, managing partner.

Alan M. Feld, Esq., at Sheppard, Mullin, Richter & Hampton LLP
represent Wells Fargo Bank, N.A.


CAMARILLO PLAZA: Taps Edward Carroll to Litigate Matters on WCBA
----------------------------------------------------------------
Camarillo Plaza, LLC asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ Edward
Carroll to litigate the issues before the Workmen Compensation
Board of Appeals.

The Debtor relates that a claim was filed by the Office of the
Director Legal Unit for the WCBA.  This is a result of the WCBA
finding that there is a liability for the injury to Ramiro
Martinez.  What remains to be determined is the amount of
temporary disability, permanent disability, medical expenses,
litigation expense, deposition expense and other liens.

The hourly rate of Mr. Carroll is $175 and he requires a $3,500
retainer.

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

                       About Camarillo Plaza

Shopping center operator Camarillo Plaza LLC, based in Los
Angeles, California, filed for Chapter 11 bankruptcy (Bankr. C.D.
Calif. Case No. 11-59637) on Dec. 5, 2011.  Judge Sheri Bluebond
was assigned to the case.  At the Debtor's behest the next day,
the case was transferred to the Northern Division (Bankr. C.D.
Calif. Case No. 11-bk-15562).  The case in the Los Angeles
Division was closed, and Judge Robin Riblet took over from Judge
Bluebond.

The Debtor scheduled assets of $21.6 million and liabilities of
$12.3 million as of the Chapter 11 filing.  Janet A. Lawson, Esq.,
in Ventura County, California, serves as the Debtor's counsel.
The petition was signed by Aaron Arnold Klein, managing partner.

Alan M. Feld, Esq., at Sheppard, Mullin, Richter & Hampton LLP
represent Wells Fargo Bank, N.A.

The Debtor has filed a Plan, which provides for provides for the
restructuring of the debts of the Debtor. The Plan will be funded
trough the sale of the property.


CAPITOL BANCORP: FDIC Pressuring States to Close Banks
------------------------------------------------------
Patrick Fitzgerald, writing for The Wall Street Journal, reported
that Capitol Bancorp Ltd. has gone to court seeking to protect its
remaining community banks from potential closure, arguing that the
Federal Deposit Insurance Corp. is improperly pressuring state
regulators and that closure would cost the government agency more
than if the banks are sold at auction.

According to the report, lawyers for the Michigan bank-holding
company, which filed for bankruptcy protection a year ago, said in
a court filing that the FDIC's "unnecessary" seizures of four of
its banks in recent months had undermined its ability to move
forward with a plan to sell its remaining subsidiary banks.
Capitol has filed a Chapter 11 plan that calls for it to sell its
remaining banks and wind down its business.  Depending on the
outcome of the sales, however, the so-called toggle plan leaves
open the possibility of a company reorganization.

"The FDIC's actions have included the inconsistent and improper
application of accounting conventions, appearing to place improper
pressure on state regulators to close banks where the state
regulators did not appear to believe such closures were
appropriate, and the disregard of a court order prohibiting the
closure of a bank temporarily pending judicial review of the
grounds for such closure," the bank said in a filing in U.S.
Bankruptcy Court in Detroit, the report related.

A spokesman for the FDIC said the agency doesn't comment on open
and operating banks, WSJ noted.

Capitol once operated 64 small, community banks in states
including Arizona, Michigan and Nevada, areas particularly hard-
hit when the nation's housing bubble burst, but that number has
shrunk to 11 since the holding company's bankruptcy filing, the
report related.  In May, regulators shut three Capitol
subsidiaries: Georgia's Sunrise Bank, Pisgah Community Bank in
North Carolina and Central Arizona Bank.

                     About Capitol Bancorp

Capitol Bancorp Ltd. and Financial Commerce Corporation filed
voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Mich. Case
Nos. 12-58409 and 12-58406) on Aug. 9, 2012.

Capitol Bancorp -- http://www.capitolbancorp.com/-- is a
community banking company with a network of individual banks and
bank operations in 10 states and total consolidated assets of
roughly $2.0 billion as of June 30, 2012.  CBC owns roughly 97% of
FCC, with a number of CBC affiliates owning the remainder.  FCC,
in turn, is the holding company for five of the banks in CBC's
network.  CBC is registered as a bank holding company under the
Bank Holding Company Act of 1956, as amended, 12 U.S.C. Sec. 1841,
et seq., and trades on the OTCQB under the symbol "CBCR."

Lawyers at Honigman Miller Schwartz and Cohn LLP represent the
Debtors as counsel.  John A. Simon, Esq., at Foley & Lardner LLP,
represents the Official Committee of Unsecured Creditors as
counsel.

In its petition, Capitol Bancorp scheduled $112,634,112 in total
assets and $195,644,527 in total liabilities.  The petitions were
signed by Cristin K. Reid, corporate president.

The Company's balance sheet at Sept. 30, 2012, showed
$1.749 billion in total assets, $1.891 billion in total
liabilities, and a stockholders' deficit of $141.8 million.

Prepetition, the Debtor arranged a reorganization plan that was
accepted by the requisite majorities of creditors and equity
holders in all classes.  Problems arose when affiliates of
Valstone Partners LLC declined to proceed with a tentative
agreement to fund the reorganization by paying $50 million for
common and preferred stock while buying $207 million in face
amount of defaulted commercial and residential mortgages.


CAPITOL INVESTMENTS: Shook Hardy Must Hand Over Attorney Evals
--------------------------------------------------------------
Law360 reported that a Florida federal judge ordered Shook Hardy &
Bacon LLP to hand over employee evaluations for two attorneys
accused of helping to keep imprisoned Ponzi schemer Nevin
Shapiro's $930 million scheme alive.

According to the report, U.S. Magistrate Judge William Turnoff
agreed to let the bankruptcy trustee for ex-University of Miami
football booster Shapiro's former company have a look at attorney
evaluations for Shapiro's childhood friend Marc Levinson and a
supervising attorney from 2003 until 2009, when the firm
represented Shapiro's Capitol Investments USA Inc.

The bankruptcy trustee sued Levinson and his firm Shook Hardy in
December, and the suit was removed to Florida federal court
earlier this year.  Shook Hardy, citing privacy concerns, argued
before the Florida federal judge that it shouldn't be forced to
compel employee evaluations for two attorneys accused of helping
to keep imprisoned Shapiro's $930 million scheme alive.

The case is Tabas v. Shook Hardy and Bacon LLP et al., Case No.
1:13-cv-20080 (S.D. Fla.), before Judge Kathleen M. Williams.

                     About Capitol Investments

Bradley Associates Limited Partnership, South Beach Chicago, LLC,
South Beach Chicago 2008, LLC, Relianz Mortgage, Inc., and Victor
Gonzalez filed an involuntary chapter 7 petition (Bankr. S.D. Fla.
Case No. 09-36408) against Capitol Investments USA, Inc., on
Nov. 30, 2009.  The Court appointed Joel L. Tabas as the trustee
on Dec. 16, 2009, and entered an order for relief on Dec. 30,
2009.

A federal grand jury indicted Nevin Shapiro, the former owner and
Chief Executive Officer of Capitol Investments USA, for allegedly
overseeing a $930 million Ponzi scheme linked to the Debtors'
purported wholesale grocery distribution business.  Mr. Shapiro,
42, is serving a 20-year prison sentence.


A Delaware bankruptcy judge gave his OK on Tuesday to Orchard
Supply Hardware Stores Corp.'s up-to $3 million executive bonus
plan over the objections of the U.S. Trustee's Office, which
argued the key goal to land a potential buyer was already met when
the retail chain entered bankruptcy.


CLEAR CHANNEL: Inks Employment Agreement with New President
-----------------------------------------------------------
CC Media Holdings, Inc., entered into an employment agreement with
Richard J. Bressler to serve as president and chief financial
officer.  The Employment Agreement has an initial term that ends
on Dec. 31, 2018, and thereafter provides for automatic 12-month
extensions, beginning on Jan. 1, 2019, unless either the Company
or Mr. Bressler gives prior notice electing not to extend the
Employment Agreement.

Mr. Bressler will receive a base salary at a rate no less than
$1,200,000 per year, which will be increased at the discretion of
the Company's board of directors or its compensation committee.
Mr. Bressler will also have the opportunity to earn an annual
performance bonus for the achievement of reasonable performance
goals established annually by the Company's Board or its
compensation committee after consultation with Mr. Bressler.

Mr. Bressler succeeds Thomas W. Casey, who served as executive
vice president and chief financial officer until July 29, 2013.

Additional information is available for free at:

                        http://is.gd/y48mMC

                About Clear Channel Communications

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

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

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

                           *     *     *

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

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


CLUB AT SHENANDOAH: Has Until Oct. 29 to File Reorganization Plan
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
extended The Club at Shenandoah Springs Village, Inc.'s exclusive
periods to file a plan of reorganization until Oct. 29, 2013, and
solicit acceptances for that plan until Dec. 30.

As reported in the Troubled Company Reporter on July 12, 2013,
according to the Debtor's counsel, Daniel A. Dev, Esq., at
SulmeyerKupetz, in Los Angeles, California, the additional time
will be used by the Debtor to negotiate a plan of reorganization
and prepare adequate due diligence information.  The Debtor, Mr.
Dev adds, is also in the process of identifying its universe of
liabilities and classifying creditor interests, which it has been
unable to complete since the bar date set by the Court has yet to
completely pass.

Steven F. Werth, Esq., at SulmeyerKupetz, also represents the
Debtor.

           About The Club At Shenandoah Springs Village

The Club At Shenandoah Springs Village, Inc., owns The Club At
Shenandoah Springs Village, a golf and leisure resort in Thousand
Palms, a desert region of central California.  It filed for
Chapter 11 protection (Bankr. C.D. Cal. Case No. 12-36723) on
Dec. 3, 2012.  The Debtor estimated both assets and liabilities of
between $10 million and $50 million.  Judge Mark D. Houle presides
over the case.  Daniel A. Lev, Esq., at Sulmeyerkupetz,
represents the Debtor as counsel.


CLUB AT SHENANDOAH: Sept. 24 Hearing on Continued Cash Use
----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
approved a stipulation further continuing the final hearing to
approve The Club at Shenandoah Springs Village, Inc.'s use of cash
collateral in which General Electric Capital Corporation asserts
an interest.

The Court approved several interim agreed orders allowing the
continuance of final hearing on the Debtor's use cash collateral.

The stipulation is approved, provided, however, that the
replacement liens granted to General Electric pursuant to the cash
collateral order entered on Jan. 3, 2013, will be granted only to
the extent that the Debtor's use of cash collateral postpetition
results in a diminution in the value of General Electric's
collateral as of the Petition Date.

The stipulation provides that:

   1. the final hearing on the cash collateral motion will
      be continued from Aug. 20, 2013, at 2 p.m., to Sept. 24, at
      2 p.m.;

   2. any supplemental brief in support of the cash collateral
      motion will be filed by the Debtor no later than Sept. 10;

   3. any supplemental opposition to the cash collateral motion
      will be filed by General Electric by no later than Sept. 17.

The Debtor, in their motion, stated that it needed additional time
to conduct negotiations with General Electric on the Debtors'
business operations, prospects for reorganization, and the
consensual use of cash collateral.

           About The Club At Shenandoah Springs Village

The Club At Shenandoah Springs Village, Inc., owns The Club At
Shenandoah Springs Village, a golf and leisure resort in Thousand
Palms, a desert region of central California.  It filed for
Chapter 11 protection (Bankr. C.D. Cal. Case No. 12-36723) on
Dec. 3, 2012.  The Debtor estimated both assets and liabilities of
between $10 million and $50 million.  Judge Mark D. Houle presides
over the case.  Daniel A. Lev, Esq., at Sulmeyerkupetz,
represents the Debtor as counsel.


COBALIS CORP: Suit Over Hedge Fund Scheme Tossed in NJ
------------------------------------------------------
Law360 reported that YA Global Investments LP defeated a New
Jersey lawsuit in which Cobalis Corp. investors accused the hedge
fund of plotting a short sale scheme and fraudulently coaxing them
to pledge stock in a financing deal for the pharmaceutical
company, which ended up filing for bankruptcy.

According to the report, U.S. Judge Dennis Cavanaugh found that
the allegations of Radul Radovich, the father of Cobalis President
and CEO Chaslov Radovich, and other Radovich family-owned entities
had been litigated and decided in other cases.

The case is RADOVICH et al v. YA GLOBAL INVESTMENTS, L.P. et al.,
Case No. 2:12-cv-06723 (D.N.J.), before Judge Dennis M. Cavanaugh.

Whittier, California-based Cobalis Corporation sought protection
under Chapter 11 of the Bankruptcy Code on July 8, 2011, assigned
Case No. 11-39429 (Bankr. C.D. Calif.).  Cobalis is represented by
Blake Lindemann, Esq., at BLAKE LINDEMANN, ATTORNEY-AT-LAW.


COMMERCIAL CAPITAL: Ch. 11 Liquidation Plan Confirmed
-----------------------------------------------------
Judge Michael E. Romero of the U.S. Bankruptcy Court for the
District of Colorado confirmed the Amended Chapter 11 Plan of
Liquidation filed by the trustee for Commercial Capital, Inc.'s
Chapter 11 case, after determining that the Plan satisfies the
confirmation requirements of Section 1129 of the Bankruptcy Code.

Under the Plan, priority claims (Class 1) and secured claims
(Class 2) are not impaired while general unsecured claims (Class
3) and interest holders (Class 4) are impaired.  Priority claims
will be paid in full on the effective date of the Plan.  Secured
claims will retain all rights and liens on the Debtor's property.
Holders of unsecured claims will their receive pro-rata share of
net cash available for distribution, while stocks will be
extinguished.

Presently, the claims against the CCI Estate total less than
$65 million.  The CCI Trustee anticipates that the amount of
allowed claims will eventually re-reduce to a total of
approximately $25 million to $35 million.  The CCI Trustee
currently holds $947,231 as property of the CCI Estate.  There is
one remaining material asset of the CCI Estate -- a claim of CCI
against a Lloyd's of London insurance policy -- and this claim has
recently been settled and is the subject of a motion to approve
the settlement.  The settlement will result in the payment of
$450,000 to the estate.

The CCI Trustee estimates that there will be approximately
$1,200,000 available for distribution to unsecured creditors
holding allowed unsecured claims.  These allowed unsecured claims
are estimated to total somewhere between $25 million to
$35 million.  This will result in a 3-4.5% dividend on Allowed
unsecured claims.

A full-text copy of the Amended Disclosure Statement dated
June 24, 2013, is available for free at:

   http://bankrupt.com/misc/COMMERCIALCAPITALds0624.pdf

                     About Commercial Capital

Greenwood Village, Colorado-based Commercial Capital, Inc. --
http://www.commercialcapitalinc.com/-- and its affiliate, CCI
Funding I, LLC, are commercial real estate lenders and investment
partners engaging in short-term commercial mortgage.

Commercial Capital and CCI Funding filed separate petitions for
Chapter 11 protection on April 22, 2009, and April 24, 2009,
respectively (Bankr. D. Colo. Lead Case No. 09-17238).  Robert
Padjen, Esq., at Laufer and Padjen LLC, assisted Commercial
Capital in its restructuring efforts.  In its bankruptcy petition,
Commercial Capital estimated between $100 million and $500 million
in assets, and between $50 million and $100 million in debts.  CCI
Funding estimated between $100 million and $500 million each in
assets and debts.

In June 2009, an official committee of unsecured creditors was
appointed in the CCI case.

James T. Markus is the duly appointed Chapter 11 trustee for CCI.
He is represented by:

          MARKUS WILLIAMS YOUNG & ZIMMERMANN LLC
          1700 Lincoln Street, Suite 4000
          Denver, CO 80203
          Telephone: (303) 830-0800
          Facsimile: (303) 830-0809


CROSSOVER FINANCIAL: Has Until Aug. 21 to Amend Plan Outline
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado denied
approval of Crossover Financial I LLC's Third Amended Disclosure
Statement filed June 12, 2013.

The Court ordered the Debtor to file by Aug. 21 a Corrected
Amended Disclosure Statement that provides for full and
comprehensive disclosure of the effects of a Right of First
Refusal for Rivers Development, Inc. on the bidding process and
conflicts of interest faced by Debtor's management.

Objections to the approval of the Disclosure Statement were filed
by (i) Philip P. And Nancy L. DeCelles, First Regional Bank c/o
Trust Administration Svcs, Corp; (ii) Kathleen Barton, Geri
Bowman, William Bowman, A Borman Geri, Bruce Hacker, Nancy Hacker,
H Thomas Hall, Louise Hall, Donna Harmon, James House, Integrity
Bank & Trust, Curtis Massey, Stephen Schwartzbach, and (iii) Ross
Reineke.

The Court will conduct an evidentiary hearing on Aug. 28, at
1:30 p.m. on these matters:

   1. solicitations of creditors by Debtors owner, Mitch Yellen,
      and Brian Bahr for confirmation of a Plan of Reorganization
      prior to the Court's approval of a Disclosure Statement;

   2. determination of the need for disclosure of the confidential
      settlement agreement between the the principals of the
      Debtor-business and the DeCelles creditors; and

   3. adequacy of the Debtors' forthcoming Third Corrected Amended
      Disclosure Statement.

First Regional Bank c/o Trust Administrative Services Corporation
FBO Philip P. DeCelles Account #xxx797, by and through Philip P.
DeCelles, noteholders and the DeCelles Trust dated Jan. 10, 2006,
Philip DeCelles, trustee, or Nancey L. DeCelles, trustee, by and
through Philip P. DeCelles and Nancy L. DeCelles, in its
supplemental objection to the Third Amended Disclosure Statement,
stated that the Debtor has a covert campaign to illegally solicit
support for its plan by withdrawal of filed objections of certain
creditors.

First Regional added that, with respect to Brian Bahr's pending
sale offer to purchase the Debtor's real estate for $12.7 million
paid over seven to nine years, Mr. Bahr said he had never done a
present value calculation of that offer, but still believed, on
some undisclosed basis, that it was better for creditors than a
recent offer received by the Debtor for $6.4 million cash and not
previously disclosed to the Court or all the creditors of the
estate.

A full-text copy of the Disclosure Statement dated June 12, 2013,
explaining the Third Amended Plan of Reorganization is available
at http://bankrupt.com/misc/CROSSOVER_DSJun12.PDF Under the Third
Amended Plan, the Debtor intends to fund the Plan through the sale
of several real property lots for a minimum purchase price of
$12.67 million (based on a sales price of $15,000 per lot X 845
lots).  The Debtor's planned development consists of 623 single
family lots plus parcels for up to another 222 multifamily units.
The sale contracts provide for multiple closings, with the initial
closing to occur within 18 months of the Plan confirmation for a
minimum of 150 lots.

                    About Crossover Financial I

Crossover Financial I, LLC, based in Elizabeth, Colorado, was
formed on Aug. 12, 2005.  Mitchell B. Yellen is the manager and
sole member.  The Company was formed for the purpose of raising
funds through a Private Placement Memorandum to be loaned to an
entity known as HPR, LLC, in connection with the acquisition and
development of 440 acres of real property located near Monument,
Colorado.

HPR consisted of three members: Colorado Commercial Builders, Inc.
(37.5%); DJT, LLC (20.0%); and Yellen Family Partnership, LLLP
(42.5%).  Mitchell Yellen held an interest in the Yellen Family
Partnership, LLLP.

The project stalled primarily as a result of a collapse in the
residential real estate development market in 2007 and potential
developers pulled out of the project.  There has been no
further development activity on the Real Property since 2007.

Faced with the prospect of a lengthy foreclosure proceeding, the
Debtor entered into to an agreement with HPR whereby the Real
Property was transferred to the Debtor by way of a deed-in-lieu
of foreclosure.  Upon acquiring the Real Property, the Debtor
attempted to bring in additional developers to continue the
project but those efforts were unsuccessful.

The Company filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case
No. 11-24257) on June 15, 2011.  Judge Sidney B. Brooks presides
over the case.

Stephen C. Nicholls, Esq., at Nicholls & Associates, P.C., in
Denver, serves as bankruptcy counsel.  In its petition, the Debtor
estimated assets and debts of $10 million to $50 million.  The
petition was signed by Mitchell B. Yellen.  Karen McClaflin of
Home Source Realty, LLC, Colorado acts as real estate broker for
the Estate.

An official unsecured creditors committee has not been appointed.


DETROIT, MI: Property Owners Can File Tax Appeals, Judge Says
-------------------------------------------------------------
Reuters reported that the judge overseeing Detroit's bankruptcy
filing will allow Detroit property owners to file tax appeals
despite a stay preventing all legal action against the city while
it is in bankruptcy court.

According to the report, Judge Steven Rhodes ruled that property
tax appeals could be filed but that property owners can't collect
on any decision or refund without prior approval from the court.

The order is retroactive to July 31, the report said.  Resnick &
Moss P.C., a suburban Detroit law firm, filed the motion to obtain
a ruling on behalf of its clients, and Rhodes' order applies to
the firm.

Rhodes issued a similar order last month to allow Michigan
Property Tax Relief LLC to file property tax appeals, the report
recalled.

Detroit filed the largest municipal bankruptcy in U.S. history on
July 18, and all legal actions against the city were suspended as
part of the filing as Detroit tries to restructure more than $18
billion in debt.

Detroit's emergency manager, Kevyn Orr, supports lifting the stay
because the property tax claims don't directly pertain to the
bankruptcy filing and the city doesn't want to get in the way of
the legal process, Orr's spokesman Bill Nowling said.

The Michigan Tax Tribunal in Lansing, the state capital, hears tax
appeals for all Michigan taxes, including property taxes.

                      About Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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


DETROIT, MI: Bankruptcy Lawyers Break a Glass Ceiling
-----------------------------------------------------
Jacqueline Palank, writing for The Wall Street Journal, reported
that the main parties squaring off in Detroit's $18 billion
bankruptcy case will be led by women, an unusual feat in a legal
field typically dominated by men.

According to the report, women hold leadership roles in fewer than
one-fifth of the 100 biggest U.S. law firms' bankruptcy practices,
according to data compiled by Dow Jones. But in the hotly
contested case in Detroit, the names to know are Heather Lennox,
Sharon Levine and Babette Ceccotti.

WSJ related that Ms. Lennox is representing Detroit, which is
trying to shed billions of dollars in obligations, including to
retired city workers on pensions.  Ms. Levine and Ms. Ceccotti are
on the other side of the table representing two unions that
dispute Detroit's eligibility to seek bankruptcy protection: the
American Federation of State, County and Municipal Employees and
the International Union, United Automobile, Aerospace and
Agricultural Implement Workers of America, or UAW. Both unions
represent city workers and retirees.

The three will be among the attorneys steering a high stakes
battle in the country's largest ever Chapter 9 bankruptcy case,
the report said.  It pits the city's need for relief from a
staggering debt burden against the wages, benefits and pensions of
thousands of workers and retirees. While both sides want to see
the city recover, they differ as to how such a recovery should
take shape, including whether Detroit should be allowed to use
bankruptcy's tools to hammer out a restructuring plan.

"There weren't a lot of women in the courtroom, but there were a
lot of women at the podium," Ms. Levine said about Detroit's
bankruptcy court debut on July 24, WSJ further related. "I found
that to be a nice change."

                      About Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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


DETROIT, MI: U.S. Trustee Objects to UAW's Retiree Panel Request
----------------------------------------------------------------
Daniel M. McDermott, U.S. Trustee for Region 9, asks the U.S.
Bankruptcy Court for the Eastern District of Michigan, Southern
Division, to deny International Union, UAW's request for the Court
to direct the U.S. Trustee to appoint to a retiree committee any
labor organizations willing to serve.

UAW's request was in response to the City of Detroit, Michigan's
motion for an appointment of a committee of retired employees
pursuant to Section 1102(a)(2) of the Bankruptcy Code.

According to the U.S. Trustee, the UAW's request seeks relief that
is not available under law.  The U.S. Trustee explains that
Section 1102(a)(2) provides, if the court directs, that any
additional committee be appointed by the United States Trustee.
Nothing in that subsection or indeed in any other provision of law
provides for the Court to mandate the appointment of any
particular creditor to an official committee, the U.S. Trustee
notes.

Specifically, Section 1102(a)(4), cited by the UAW, does not
authorize court action before a committee is appointed, the U.S.
Trustee argues.  That section, added by the 2005 Bankruptcy
Amendments, does authorize a court to direct the United States
Trustee to change the composition of a committee if the court
determines that the change is necessary to ensure adequate
representation of creditors, the U.S. Trustee notes.

The UAW, the U.S. Trustee argues, is asking the Court to prejudge
the representation issue before a retirees committee is appointed.
Because that relief is not provided for by law, it must be denied,
the U.S. Trustee says.

The U.S. Trustee, however, clarifies that it does not by its
statement suggest that the UAW or any other labor organization
will be denied service on the Retiree Committee, but only proper
procedures must be followed in forming the Committee.

The U.S. Trustee is represented by Sean M. Cowley, Esq. --
Sean.Cowley@usdoj.gov -- and Maria D. Giannirakis, Esq. --
Maria.D.Giannirakis@usdoj.gov -- Trial Attorneys, Office of the
U.S. Trustee, in Detroit, Michigan.

                      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.


DREAMWORKS ANIMATION: S&P Assigns 'B' CCR & Rates $300MM Notes 'B'
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned U.S. animation film
studio DreamWorks Animation SKG Inc. a 'B' corporate credit
rating.  The outlook is stable.

In addition, S&P assigned DreamWorks' proposed $300 million seven-
year senior unsecured notes an issue-level rating of 'B', with a
recovery rating of '3', indicating S&P's expectation for
meaningful (50%-70%) recovery in the event of a payment default.

The 'B' rating on DreamWorks reflects the company's "weak"
business risk profile (based on S&P's criteria), resulting from
the company's limited scale and volatile profitability.
DreamWorks produces a small slate of films (two to three) per
year, it has a relatively small library compared with other
studios, its animation business is characterized by a long
multiyear, high-cost development cycle for its animated films
versus less than two years for most live action films, and it has
a higher exposure than peers to the home video market, which is
undergoing secular changes.  Potential earnings upside from a new
TV output deal with Netflix, under which DreamWorks will provide
300 hours of original programming for Netflix and a renewed focus
on the consumer products aspect of the business, somewhat
mitigates these risks.  S&P's assessment of the company's
financial risk profile as "aggressive" reflects its minimal
discretionary cash flow generation over the last 12 months and
debt leverage of 2.7x pro forma for the transaction.  S&P's
financial risk assessment also reflects the cash flow volatility
and formidable upfront cash requirements inherent in the film
studio business.  S&P assess DreamWorks' management and governance
as "fair."

DreamWorks Animation is a small independent film studio that
specializes in computer-generated animated films.  The company has
positioned itself as a high-end animation studio producing
sophisticated, high-quality films in a labor- and capital-
intensive development and production cycle.  DreamWorks, and the
industry, benefit from growing international box office revenues
that help cushion a long-term secular decline tendency in U.S.
domestic theatrical attendance.  Home entertainment sales of
library titles, recent releases, and other content comprised about
30% of its revenue in 2012.  Standard format DVD sales have been
declining industry-wide, as consumption of home entertainment
continues its shift to digital formats.  Total home entertainment
revenues have stabilized, with digital gaining traction, but
visibility over the intermediate term is limited.  Over the long
term, DreamWorks could benefit from its efforts to increase its TV
business and consumer products businesses.  S&P regards the film
business as relatively recession-resistant and would view a shift
to diversify positively, given the volatility in the film
business.


DS WATERS: S&P Affirms 'B' CCR & Rates $310MM Secured Loan 'BB-'
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on DS Waters of America Inc.  The outlook is stable.

At the same time, S&P assigned a 'BB-' issue-level rating to DS
Waters' proposed $310 million first-lien senior secured term loan
due 2020.  The recovery rating is '1', indicating S&P's
expectation for very high (90% to 100%) recovery in the event of a
payment default.  S&P also assigned a 'B-' issue-level rating to
the company's proposed $350 million second-lien secured notes due
2021, with a recovery rating of '5', indicating S&P's expectation
for modest (10% to 30%) recovery in the event of a payment
default.  Proceeds from the new debt along with equity from
Crestview Partners will be used to finance the acquisition of DS
Waters, including the repayment of all existing debt and preferred
shares.

"The ratings on DS Waters reflect our view that following the
close of the proposed transaction the company will have a
"vulnerable" business risk profile and an "aggressive" financial
risk profile.  Key credit factors in our vulnerable business risk
assessment include the company's narrow product focus,
susceptibility to reduced consumer spending during economic
downturns, and degree of competition from other market
participants, such as Nestle (bottled water) and Culligan (water
filtration services).  We estimate that sales are concentrated in
the U.S. home office delivery (HOD) water market, which accounts
for a significant portion of total revenues.  The company has a
large share of the U.S. HOD water market, ranking first or second
in 38 of the 42 largest U.S. cities in which it operates.
However, we believe the HOD segment is mature and highly
fragmented, with modest organic growth prospects because demand
for DS Waters' product is susceptible to economic conditions and
environmental concerns.  The company's financial performance in
recent quarters has improved after being hampered by a weak
economy (which has pressured volume) and higher commodity costs
(including fuel and resins).  Operating performance has improved
too over the past year, most notably with respect to customer
retention and new customer growth," S&P said.

S&P's view of DS Waters' financial risk profile reflects credit
measures following the proposed transaction that S&P estimates
will be in line with the indicative ratios for an "aggressive"
financial risk profile, which includes adjusted leverage of 4x to
5x and a ratio of funds from operations (FFO) to total debt of 12%
to 20%.

"We expect that DS Waters will maintain adequate liquidity and
continue to strengthen operating performance," said Standard &
Poor's credit analyst Rick Joy.  "We expect credit measures to
improve modestly as the company uses free cash flow for small
acquisitions and debt reduction, resulting in leverage improving
to the low- to mid-4x area over the next year.  We expect credit
measures will remain in line with the indicative ratios for an
aggressive financial risk profile."


EARL GAUDIO: Wins Interim Approval of $750,000 DIP Loan
-------------------------------------------------------
The Hon. Gerald D. Fines of the U.S. Bankruptcy Court for the
Central District of Illinois authorized, on an interim basis,
First Midwest Bank as custodian of Earl Gaudio & Son, Inc. to:

   -- obtain postpetition financing up to $750,000 at the rate
      of five percent per annum; and

   -- use cash collateral of secured creditors until Aug. 30,
      2013, to pay operating expenses.

As adequate protection from any diminution in value of the
lender's collateral, the Debtor will grant the lender replacement
liens in the postpetition property of the Debtors of the same
nature and to the same extent that the secured creditor has in
applicable prepetition collateral as of the petition date.

An Aug. 27 final hearing at 10 a.m. has been set.

                   About Earl Gaudio & Son Inc.

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


EAST END: Auction Results to be Considered at Confirmation Hearing
-----------------------------------------------------------------
East End Development LLC further modified on July 3, 2013 its
Third Amended Plan of Reorganization and Sale, clarifying that a
final hearing to confirm the results of the "auction" for the
Debtor's assets in furtherance of the Plan will be conducted
contemporaneously with the Confirmation Hearing.

The July 3 version of the Plan also added a section on "Exception
to Injunction Exculpation and Release" -- which cites some
adversary proceedings commenced by All Systems Maintenance, Inc.,
et al.

With this development, no confirmation order was entered on the
previously set July 1 confirmation hearing.

The Debtor obtained approval of the Third Amended Disclosure Order
in May 2013.

As previously reported by The Troubled Company Reporter, the Plan
proposes a 84% - 100% recovery for the Amalgamated Secured Claim;
100% recovery for Allowed Mechanic's Liens; 100% recovery for
Allowed Priority Claims; 5% - 100% recovery for General Unsecured
Claims; and 0% recovery for Equity Interests.

A copy of Third Amended Plan Modified at July 3, 2014, is
available for free at:

        http://bankrupt.com/misc/EASTEND_ModPlanJul3.PDF

                  About East End Development

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

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


EASTMAN KODAK: Amended Rights Offering Restricts Shares Transfer
----------------------------------------------------------------
Eastman Kodak Company amended its proposed procedures for the
offering of rights to purchase certain shares of common stock of
the reorganized Company upon its emergence from chapter 11.
Pursuant to the amendment, purchasers of shares of common stock in
the 4(2) Rights Offering will have the limited ability to transfer
those shares under an available exemption other than Rule 144
under the Securities Act, subject to certain certification
requirements.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


EDISON MISSION: Seeks to Employ Sitrick as Claims Consultant
------------------------------------------------------------
Edison Mission Energy and its debtor affiliates seek authority
from the U.S. Bankruptcy Court for the Northern District of
Illinois, Eastern Division, to employ Sitrick Brincko Group, LLC,
to provide certain services with respect to claims management and
processing.

The following professionals are expected to have primary
responsibility for providing services to the Debtors: Thora
Thoroddsen to be paid $375 per hour and Yolanda Hoelscher to be
paid $150 per hour.

Ms. Thoroddsen, a senior managing director at Sitrick Brincko
Group, LLC, assures the Court that her firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b), and does not
represent any interest adverse to the Debtors and their estates.

A hearing on the employment application is scheduled for Aug. 21,
2013, at 10:30 a.m. (Central Time).  Objections are due Aug. 14.

                       About Edison Mission

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

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

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

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

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

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

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

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

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


ENERGY FUTURE: Lowers Net Loss to $71 Million in Second Quarter
---------------------------------------------------------------
Energy Future Holdings Corp. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $71 million on $1.41 billion of operating revenues
for the three months ended June 30, 2013, as compared with a net
loss of $696 million on $1.38 billion of operating revenues for
the same period during the prior year.

For the six months neded June 30, 2013, the Company incurred a net
loss of $640 million on $2.67 billion of operating revenues, as
compared with a net loss of $1 billion on $2.60 billion of
operating revenues for the same period a year ago.

Energy Future incurred a net loss of $3.36 billion on $5.63
billion of operating revenues for 2012.  This follows net losses
of $1.91 billion in 2011 and $2.81 billion in 2010.

As of June 30, 2013, the Company had $39.10 billion in total
assets, $50.66 billion in total liabilities and a $11.56 billion
total deficit.

"In the second quarter of 2013, we once again delivered solid
operational performance with strong safety results and improved
customer retention rates.  We are focused on providing safe and
reliable power to Texas during the summer season," said John
Young, president and chief executive officer of EFH.

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

                        http://is.gd/0zeznC

          About Energy Future Holdings, fka TXU Corp.

Energy Future Holdings Corp., formerly known as TXU Corp., is a
privately held diversified energy holding company with a portfolio
of competitive and regulated energy businesses in Texas.  Oncor,
an 80 percent-owned entity within the EFH group, is the largest
regulated transmission and distribution utility in Texas.

The Company delivers electricity to roughly three million delivery
points in and around Dallas-Fort Worth.  EFH Corp. was created in
October 2007 in a $45 billion leverage buyout of Texas power
company TXU in a deal led by private-equity companies Kohlberg
Kravis Roberts & Co. and TPG Inc.

                Restructuring Talks With Creditors

In April 2013, Energy Future Holdings Corp., Energy Future
Competitive Holdings Company, Texas Competitive Electric Holdings
Company LLC, and Energy Future Intermediate Holding Company LLC
confirmed in a regulatory filing that they are in restructuring
talks with certain unaffiliated holders of first lien senior
secured claims concerning the Companies' capital structure.

The Companies expect to continue to explore all available
restructuring alternatives to facilitate the creation of
sustainable capital structures for the Companies and to otherwise
attempt to address the Creditors' concerns with the Restructuring
Proposal and Sponsor Proposal.

The Companies have retained Kirkland & Ellis LLP and Evercore
Partners to advise the Companies with respect to the potential
changes to the Companies' capital structure and to assist in the
evaluation and implementation of other potential restructuring
options.

The Creditors have retained Paul, Weiss, Rifkind, Wharton &
Garrison LLP and Millstein & Co., L.P. to advise the Creditors and
to assist in the Creditors' evaluation of potential restructuring
options involving the Companies.

According to a Wall Street Journal report, people familiar with
the matter said Apollo Global Management LLC, Oaktree Capital
Management, Centerbridge Partners and GSO Capital Partners, the
credit arm of buyout firm Blackstone Group LP, all hold large
chunks of Energy Future Holdings' senior debt.  Many of these
firms belong to a group being advised by Jim Millstein, a
restructuring expert who helped the U.S. government revamp
American International Group Inc.

According to the Journal, people familiar with Apollo's thinking
said Apollo recently enlisted investment bank Moelis & Co. for
additional advice to ensure it gets as much attention as possible
on the case given its large debt holdings.

                           *     *     *

In the Feb. 1, 2013, edition of the TCR, Fitch Ratings lowered
the Issuer Default Ratings (IDR) of Energy Future Holdings Corp
(EFH) and Energy Future Intermediate Holding Company LLC (EFIH) to
'Restricted Default' (RD) from 'CCC' on the conclusion of the debt
exchange and removed the Rating Watch Negative.

As reported by the TCR on Feb. 4, 2013, Standard & Poor's Ratings
Services said it raised its corporate credit ratings on EFH, EFIH,
TCEH, and Energy Future Competitive Holdings Co. (EFCH) to 'CCC'
from 'D' following the completion of several debt exchanges, each
of which S&P considers distressed.

In February 2013, Moody's Investors Service withdraw Energy
Future Holdings Corp.'s Caa3 Corporate Family Rating, Caa3-PD
Probability of Default Rating, SGL-4 Speculative Grade Liquidity
Rating and developing rating outlook.  At the same time, Moody's
assigned a Ca CFR to Energy Future Competitive Holdings Company
and a B3 CFR to Energy Future Intermediate Holdings Company LLC.
Both EFCH and EFIH are intermediate subsidiary holding companies
wholly-owned by EFH. EFCH's rating outlook is negative. EFIH's
rating outlook is negative.

"We see different default probabilities between EFCH and EFIH,"
said Jim Hempstead, senior vice president. "We believe EFCH has a
high likelihood of default over the next 6 to 12 months, because
it is projected to run out of cash in early 2014. EFIH has a much
lower likelihood of default owing to the credit separateness that
EFH is creating between EFIH and Texas Competitive Electric
Holdings Company LLC along with EFIH's reliance on stable cash
flows from its regulated transmission and distribution utility,
Oncor Electric Delivery Company."


ENERGY FUTURE: Fitch Lowers Issuer Default Rating to 'CC'
---------------------------------------------------------
Fitch Ratings has downgraded the Issuer Default Ratings (IDR) of
Energy Future Holdings Corp (EFH) and Energy Future Intermediate
Holding Company LLC (EFIH) to 'CC' from 'CCC'. The downgrade is
driven by the disclosure in the second quarter 10Q filed on
Friday, August 2nd, which indicates that management may
contemplate a voluntary Chapter 11 filing for some or all of EFH's
subsidiaries (excluding the ring-fenced Oncor entities).

The company is engaged in discussions with advisors to the Energy
Future Competitive Holdings Company LLC (EFCH) and subsidiaries
creditors, EFIH creditors and other creditors regarding changes to
capital structure.

Key Rating Drivers

The 'CC' IDRs for EFH and EFIH reflect the highly leveraged
capital structure, sufficient but declining liquidity, and
currently constrained, but growing distributions and tax payments
from Oncor Electric Delivery Company LLC (Oncor). Fitch expects
dividend distributions and corporate tax payments as the only
principal source of cash flows for EFH/EFIH. Fitch expects
EFH/EFIH's FFO to consolidated debt to be in a 4% - 6% range and
FFO to interest ratio to be 0.7x - 0.8x over 2013 - 2018.

Fitch's financial forecasts assume no tax implications for EFH due
to any potential restructuring activities at Texas Competitive
Electric Holdings Company LLC (TCEH).

Combined liquidity at EFH/EFIH stood at $492 million as of June
30, 2013. Fitch expects combined liquidity to be affected by
reduced upstream dividend and cash tax payments from Oncor during
2013 - 2014 as a result of elevated capex and bonus depreciation
benefits. Fitch expects liquidity to be adequate until 2016 given
EFIH has capacity to issue an incremental $250 million in second
lien debt and $375 million of unsecured debt based on current debt
incurrence restrictions. Further liability management, refinancing
of the current high cost debt, and/or equity infusion will be
needed to right size the capital structure and support liquidity
at EFH/EFIH, in Fitch's view.

Fitch's assessment of the collateral valuation at EFH/ EFIH
continues to depend solely on the value of Oncor Electric Delivery
Holdings Company LLC's (Oncor Holdings) 80% ownership interest in
Oncor. Fitch values Oncor Holdings' proportional interest in Oncor
at $7.5 billion by using an 8.5x EV/EBITDA multiple and Oncor's
expected 2014 EBITDA of $1.8 billion. Fitch's recovery analysis
yields a 100% recovery for both the first lien and second lien
debt.

Rating Sensitivity

Change in Leverage at EFH/EFIH: A reduction in debt at EFH/EFIH
will be positive for their credit profile. Any reduction in
leverage through liability management activities will be evaluated
by Fitch based on the terms of the transaction and could lead to
changes in the recovery analysis.

Lower Than Expected Cash Flows: A material shortfall in cash flows
at EFH/EFIH versus Fitch's current expectations due to factors
such as reduced dividends and/or corporate tax payments from
Oncor, federal tax obligations triggered by a potential
restructuring at TCEH among other factors could lead to a
downgrade in the ratings of these entities.

Change in Oncor's Valuation: Any change in Fitch's assessment of
the valuation of Oncor due to reasons such as change in regulatory
environment, any restriction placed on upstream dividend
distribution, a change in electric sales outlook etc. could lead
to a change in recovery ratings for EFH/EFIH's debt instruments.

Fitch downgrades the following ratings:

EFH

-- IDR to 'CC' from 'CCC';
-- 9.75% notes due 2019 to 'C/RR6' from 'CC/RR6';
-- 10.000% notes due 2020 to 'C/RR6' from 'CC/RR6';
-- Senior unsecured guaranteed notes to 'CCC-/RR3' from
    'CCC+/RR3';
-- Senior unsecured non-guaranteed notes to 'C/RR6' from
    'CC/RR6'.

EFIH

-- IDR to 'CC' from 'CCC';
-- Senior secured first lien debt to 'CCC+/RR1' from 'B/RR1';
-- Senior secured second lien debt to 'CCC+/RR1' from 'B/RR1';
-- 9.75% notes due 2019 to 'CCC-/RR3' from 'CCC+/RR3;
-- Senior toggle notes to 'CCC-/RR3' from 'CCC+/RR3.


ENVISION HEALTHCARE: S&P Keeps B+ CCR & Alters Outlook to Positive
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its existing
ratings on Envision Healthcare Corp., including the 'B+' corporate
credit rating.  S&P revised the outlook to positive from stable.

The outlook revision reflects the chance that the company's debt-
to-EBITDA ratio could decline below 5x over the next 12 months.
S&P believes this could occur if the company successfully
completes the IPO and uses the majority of the proceeds to pay
down debt, above and beyond the uses already identified.

"The ratings on Envision Healthcare Corp. reflect its "fair"
business risk profile and "highly leveraged" financial risk
profile.  Key credit factors considered in our business risk
assessment include the company's ongoing exposure to reimbursement
risk in both its ambulance transportation (American Medical
Response {AMR}) and physician staffing (EmCare) businesses, and
high levels of uncompensated care that contribute to relatively
thin operating margins," said credit analyst John Babcock.
"Despite these risks, we characterize its business risk as fair
because of its relative diversity of services as well as its track
record of growth and stable margins.  We still consider the
financial risk profile to be highly leveraged given debt leverage
above 5x and funds from operations (FFO) to debt of less than 12%.
However, we could revise this assessment if more IPO proceeds are
used to pay down debt."

S&P's positive rating outlook reflects the chance that it could
raise its rating on Envision Healthcare to 'BB-' if the company
uses a substantial portion of the proceeds from the IPO to pay
down debt, thereby resulting in a debt-to-EBITDA ratio between 4x
and 5x.  Based on S&P's projections for a relatively flat EBITDA
margin and mid-single-digit revenue growth, S&P believes the
company could get its credit metrics in this range if it reduces
its debt burden by $750 million from current levels.

S&P will revise its outlook to stable following the IPO if it
appears the company will remain in the highly leveraged category,
including a debt-to-EBITDA ratio above 5x.

While unlikely if the company completes the IPO, S&P could lower
its rating if EBITDA declines more than 20%.  S&P believes this
could happen if there are unexpected reimbursement cuts that
cannot be offset, or the company loses a significant number of
contracts.  In this scenario, S&P believes adjusted debt leverage
would climb to 7x and cash flows would be significantly reduced.


EXCEL MARITIME: Hirings of Advisors Approved
--------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Excel Maritime Carriers' motions to retain:

   -- Donlin, Recano & Company as solicitation agent; Global
Maritime Partners as financial advisor;

   -- Skadden, Arps, Slate, Meagher & Flom as counsel; and

   -- Miller Buckfire & Co. as financial advisor and investment
banker.

Donlin, Recano & Company will be compensated at the following
discounted hourly rates: senior bankruptcy consultant at $175,
consultant at 155 to 175, case manager at 115 to 150, programming
consultant at 95 to 120, analyst at 70 to 110 and clerical at 25
to 40.

Skadden, Arps, Slate, Meagher & Flom will receive the following
hourly rates: partner at $825 to 1,150, counsel at 795 to 895 and
associate at 360 to 755.

Miller Buckfire & Co. will be compensated with a monthly financial
advisory fee of $125,000 and Global Maritime Partners will receive
an $80,000 monthly and $1.15 million success fee.

                       About Excel Maritime

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

The company blamed financial problems on low charter rates.

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

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

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

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


EXCEL MARITIME: Creditors Ask Court to End Exclusivity Period
-------------------------------------------------------------
Reuters reported that unsecured creditors of drybulk shipper Excel
Maritime Carriers Ltd have asked a bankruptcy court to terminate
the exclusivity period for the company's reorganization plan,
saying the package benefited only secured lenders and controlling
shareholders.

The exclusivity period refers to the 120-day period in which only
the company can file a plan of reorganization after a bankruptcy
petition, the report noted.

Excel's exclusivity period started on July 1, and as long as it is
in effect no competing plans can be put forward, the report
further noted.

The committee representing the unsecured creditors said late last
month that Excel's bondholders were planning to file a rival
reorganization plan, the report related.

Excel will get $50 million of new capital and access to $30
million of restricted cash under the current reorganization plan
between Excel and its senior lenders and an entity affiliated with
the family of Chairman Gabriel Panayotides, the report added.

                       About Excel Maritime

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

The company blamed financial problems on low charter rates.

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

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

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

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


GLOBAL AXCESS: Chapter 11 Petition Filed
----------------------------------------
Global Axcess and three affiliated Debtors filed for Chapter 11
protection (Bankr. D. Nev. Lead Case No. 13-51562).

BankruptcyData reported that the Company, which provides turnkey
ATM and other self-service kiosk management solutions that include
cash and inventory management, project and account management
services, is represented by Gabrielle A. Hamm of Gordon Silver.

The Company concurrently announced that it has entered into as
asset purchase agreement with stalking horse bidder Financial
Consulting & Trading International, a wholly-owned subsidiary of
Seven Bank, to acquire substantially all of the assets of the
Global Axcess' ATM operating business.

The DVD assets will be sold under a separate process.

According to the Company, "The ATM business sale will potentially
allow the Company to emerge with the strong financial backing of a
new owner with substantial experience in the ATM industry."

Global Axcess has obtained a commitment from Fifth Third Bank for
debtor-in-possession financing of approximately $1.5 million,
subject to Court approval. According to documents filed with the
SEC, "...[A]s a result of the Company's filing under Chapter 11
with the Bankruptcy Court, it is expected that the Company's
equity holders will experience a complete loss of their
investment."

Also, on August 1, 2013, Kevin L. Reager resigned as chief
executive officer, chief restructuring officer and as a director
of the Company, but Reager remains as president. The board named
David Bagley, a managing director of MorrisAnderson & Associates,
as Global Axcess' new chief operating officer.

                        About Global Axcess

Jacksonville, Fla.-based Global Axcess Corp,, through its wholly
owned subsidiaries, owns or leases, operates or manages Automated
Teller Machines ("ATM"s) and DVD kiosks with locations primarily
in the eastern and southwestern United States of America.

The Company's balance sheet at Sept. 30, 2012, showed
$27.1 million in total assets, $18.7 million in total liabilities,
and stockholders' equity of $8.4 million.


EXCEL MARITIME: Sale of Vessels for $43.2MM Approved
----------------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Excel Maritime Carriers' motion for an order authorizing the sale
of vessels free and clear and clear of liens, claims, interests
and encumbrances for an amount of $43.2 million and dismissing the
Odell and Minta cases upon consummation of the sale.

Prior to commencement of the Chapter 11 cases, Excel Maritime
Carriers began negotiating with Credit Suisse to restructure and
settle the obligations under the Odell/Minta Facility, including
possibly via an agreed foreclosure proceeding or the Debtors'
formal abandonment of the vessels to Credit Suisse, pursuant to
Section 554 of the Bankruptcy Code.

Excel Maritime Carriers and Credit Suisse ultimately reached an
agreement whereby the Company will sell 100% of its stock
ownership of Odell and Minta, pursuant to a sale under section 363
of the Bankruptcy Code. In short, Credit Suisse (the stalking
horse bidder) has agreed to credit bid, pursuant to Section 363(k)
of the Bankruptcy Code, up to the maximum amount of its secured
claim against the vessels securing the Odell/Minta Facility. If
Credit Suisse is the successful bidder, the transaction will be
effectuated by a transfer by Excel Maritime Carriers of the shares
in Odell and Minta, with Credit Suisse directing the stock to
Blueberry Shipping.

                       About Excel Maritime

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

The company blamed financial problems on low charter rates.

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

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

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

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


FREESEAS INC: Issues 850,000 Add'l Settlement Shares to Hanover
---------------------------------------------------------------
FreeSeas Inc. issued to Holdings I, LLC, 850,000 additional
settlement shares to Hanover Holdings I, LLC, pursuant to the
terms of the Settlement Agreement approved by the Supreme Court of
the State of New York, County of New York, on June 25, 2013.

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

Pursuant to the Settlement Agreement, on June 26, 2013, the
Company issued and delivered to Hanover 890,000 shares of the
Company's common stock, $0.001 par value, and between
July 2, 2013, and July 31, 2013, the Company issued and delivered
to Hanover an aggregate of 7,758,000 additional settlement shares.

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

                        http://is.gd/kcIm4O

                        About FreeSeas Inc.

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

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

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

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


FRIENDSHIP DAIRIES: Agstar Objects to Use of ITS Cash After Jul 25
------------------------------------------------------------------
Aug. 6
July 22  526 withdrawal of consent to use cash collateral
(Ronald)

Agstar Financial Service, FLCA, which has a perfected security
interest in Friendship Dairies? milk and milk proceeds, by and
through its attorneys, John O?Brien, Esq., and Snell & Wilmer
L.L.P., submitted to the Bankruptcy Court on July 22, 2013, its
withdrawal of consent to use cash collateral after July 25, 2013,
and request for Frontier Capital Group, Ltd., which has a security
interest in the Debtor?s livestock, to fund the Debtor?s cash
needs after July 25, 2013.

In papers filed with the Court, Agstar said that because the
Debtor has paid it only $257,812.50 during the more than 330 days
the case has been pending, it no longer has a material equity
cushion after adding up the value of AgStar?s Real Property
Collateral ($17,900,000) plus AgStar?s replacement lien on post-
petition milk and milk proceeds ($1,088,947.57) plus the unspent
hail insurance proceeds ($506,323).

According to Agstar, now that the Debtor has funds resulting from
the sale of young stock pursuant to the Livestock Liquidation
Motion filed May 24, 2013, those funds should be used to sustain
the Debtor?s livestock and crops.

As reported in the TCR on May 31, 2013, the U.S. Bankruptcy Court
for the Northern District of Texas entered an order authorizing
Friendship Dairies to use cash collateral until July 31, 2013.

AgStar Financial Service, FLCA, the duly appointed and acting loan
servicer and power of attorney and attorney-in-fact for McFinney
Agrifinance, LLC, asked the Court to limit the Debtor's use of
cash collateral to two months.

                     About Friendship Dairies

Friendship Dairies filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-20405) in Amarillo, Texas, on Aug. 6, 2012.  The
Debtor operates a dairy near Hereford, Deaf Smith County, Texas.
The dairy consists of 11,000 head of cattle, fixtures and
equipment.  The Debtor also farms 5,000 acres of land for
production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.  The Debtor disclosed $44,421,851 in assets and
$45,554,951 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Robert L. Jones oversees the case.  J. Bennett
White, P.C., serves as the Debtor's counsel.  The petition was
signed by Patrick Van Adrichem, partner.

The U.S. Trustee appointed a six-member creditors committee in the
Debtor's case.  The Committee tapped Levenfeld Pearlstein
as lead counsel, and Mullin, Hoard & Brown as local counsel.


FRIENDSHIP DAIRIES: Can Access Cash Collateral Until Sept. 30
-------------------------------------------------------------
In an interim order entered July 30, 2013, the Bankruptcy Court
approved the stipulation made between Friendship Dairies, Agstar
Financial Service, FLCA, and Frontier Capital Group, Ltd.,
authorizing the Debtor?s use of cash collateral to pay the
Debtor?s bona fide business expenses in accordance with the Budget
for the period through Sept. 30, 2013.

The Budget includes two $25,000 adequate protection payments to
Agstar due on Aug. 1, 2013, and Sept. 1, 2013.

From the proceeds of the sale of mature milking cows, Debtor will
be permitted to use $1,300 for each young cow that the Debtor adds
as a milking cow.  Debtor will also be permitted to use the
proceeds of the sale of mature milking cows to purchase milk cows.

Debtor will be permitted to retain $135,000 of the Insurance
Proceeds Cash Collateral to purchase and install pumping equipment
on previously drilled, but currently non-operating, water well on
its property and such pumping equipment will become a part of
AgStar's real property collateral.  The balance of the Insurance
Proceeds Cash Collateral in the amount of $371,323 will be paid to
AgStar within two (2) business days after the entry of this
Order (the "Insurance Proceeds Cash Collateral Payment").

Frontier will pay to AgStar the sum of $700,000 within two (2)
business days after entry of this Order (the "Cash Out Payment").
Upon AgStar's receipt of the Cash Out Payment Frontier will have a
senior lien on the Debtor's milk and milk proceeds, and AgStar
will no longer have a lien on the Debtor's milk and milk proceeds.
Upon AgStar's receipt of the Cash Out Payment, AgStar will file
amendments to its financing statements to release its lien on milk
and milk proceeds, both prepetition and post-petition, and
Frontier is authorized to file financing statements to evidence
its senior lien on milk and milk proceeds.  Upon receipt of the
$700,000 cash out payment AgStar will have no further interest in
cash collateral currently in the Debtor's possession except for
the Insurance Proceeds Cash Collateral.

A copy of the Interim Cash Collateral Order is available at:

       http://bankrupt.com/misc/friendshipdairies.doc542.pdf

                     About Friendship Dairies

Friendship Dairies filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-20405) in Amarillo, Texas, on Aug. 6, 2012.  The
Debtor operates a dairy near Hereford, Deaf Smith County, Texas.
The dairy consists of 11,000 head of cattle, fixtures and
equipment.  The Debtor also farms 5,000 acres of land for
production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.  The Debtor disclosed $44,421,851 in assets and
$45,554,951 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Robert L. Jones oversees the case.  J. Bennett
White, P.C., serves as the Debtor's counsel.  The petition was
signed by Patrick Van Adrichem, partner.

The U.S. Trustee appointed a six-member creditors committee in the
Debtor's case.  The Committee tapped Levenfeld Pearlstein
as lead counsel, and Mullin, Hoard & Brown as local counsel.


FRIENDSHIP DAIRIES: Receives Court's Nod to Sell Livestock
----------------------------------------------------------
On Aug. 1, 2013, the U.S. Bankruptcy Court for the Northern
District of Texas entered an agreed order authorizing Friendship
Dairies to sell property of the estate (livestock) and to use
Frontier Capital Group, Ltd.?s cash collateral (livestock
proceeds) {Doc. No. 407 and Doc. No. 410].

According to the Court?s Aug. 1, 2013 order, the Debtor will be
permitted to sell livestock from its ?heifer? herd in excess of
the number of its normal monthly culls, with the proceeds of the
sales of such livestock to be remitted to Frontier and held by
Frontier in a segregated account with Debtor being permitted, with
the permission of Frontier, to use the proceeds of such sales from
time to time to either: (a) add additional dairy cows to increase
its milking herd; (b) pay against its indebtedness to Frontier; or
(c) in such other manner as Frontier consents.

The Court further ordered that in accordance with and on the same
terms as set forth in the May 13, 2013 Interim Order Authorizing
Use of Cash Collateral [Doc. 385], Frontier will retain a
replacement lien on any livestock purchased with proceeds of the
livestock sales permitted by this Order subject to any lien
avoidance action as may have existed against such lien on the day
this Chapter 11 case was filed.

In the event Debtor desires to use any of the livestock sales
proceeds in a manner not permitted by this Order, the Debtor will
be allowed without prejudice to file a motion with the
Court seeking authorization for such cash collateral usage.

                     About Friendship Dairies

Friendship Dairies filed a Chapter 11 petition (Bankr. N.D. Tex.
Case No. 12-20405) in Amarillo, Texas, on Aug. 6, 2012.  The
Debtor operates a dairy near Hereford, Deaf Smith County, Texas.
The dairy consists of 11,000 head of cattle, fixtures and
equipment.  The Debtor also farms 5,000 acres of land for
production of various crops used in feeding for the cattle.

The Debtor owes McFinney Agri-Finance, LLC, $16 million secured
by the Debtor's property, which is appraised at more than
$24 million.  The Debtor disclosed $44,421,851 in assets and
$45,554,951 in liabilities as of the Chapter 11 filing.

Bankruptcy Judge Robert L. Jones oversees the case.  J. Bennett
White, P.C., serves as the Debtor's counsel.  The petition was
signed by Patrick Van Adrichem, partner.

The U.S. Trustee appointed a six-member creditors committee in the
Debtor's case.  The Committee tapped Levenfeld Pearlstein
as lead counsel, and Mullin, Hoard & Brown as local counsel.


GMX RESOURCES: Regan S. Beatty Withdraws as Conflicts Counsel
-------------------------------------------------------------
Regan S. Beatty sought and obtained permission from Judge Sarah A.
Hall of U.S. Bankruptcy Court for the Western District of Oklahoma
to withdraw as counsel of record of GMX Resources Inc. and its
debtor affiliates as he is leaving Crowe & Dunlevy, A Professional
Corporation, the Debtors' conflicts counsel.

William H. Hoch, Esq. -- william.hoch@crowedunlevy.com
-- Mark Craige, Esq. -- mark.craige@crowedunlevy.com -- Andre B.
Caldwell, Esq. -- andre.caldwell@crowedunlevy.com -- and
Christopher M. Staine, Esq. -- christopher.staine@crowedunlevy.com
-- at Crowe & Dunlevy, A Professional Corporation, will continue
to represent the Debtors as special local counsel, conflicts
counsel and litigation counsel.

                        About GMX Resources

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

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

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

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

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

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


GMX RESOURCES: Has Authority to Hire Ordinary Course Professionals
------------------------------------------------------------------
GMX Resources Inc. and its debtor affiliates sought and obtained
authority from Judge Sarah A. Hall of the U.S. Bankruptcy Court
for the Western District of Oklahoma to employ professionals
utilized in the ordinary course of business.

The Court approved a cap of $20,000 per month per professional for
payments of the OCP's fees and expenses.  If an OCP's monthly fees
and disbursements exceed the cap, payments for that professional
will be subject to prior Court approval in accordance with
Sections 330 and 331 of the Bankruptcy Code.  The Court also
allowed the Debtors to amend their list of OCPs when they deem it
necessary.

The Debtors are represented by William H. Hoch, Esq., Christopher
M. Staine, Esq., and Andre B. Caldwell, Esq., at CROWE & DUNLEVY,
P.C., in Oklahoma City, Oklahoma; and David A. Zdunkewicz, Esq.,
Timothy A. Davidson II, Esq., and Joseph Rovira, Esq., at ANDREWS
KURTH LLP, in Houston, Texas.

                        About GMX Resources

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

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

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

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

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

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


GREGORY & PARKER: Peace U May Buy Seaboard Station for $20.75MM
---------------------------------------------------------------
Chris Bagley, writing for Triangle Business Journal, reports that
Gregory & Parker Inc., on Aug. 2 won Bankruptcy Court approval to
sell the Seaboard Station shopping and restaurant center to
William Peace University for $20.75 million.

According to the report, Seaboard is Gregory & Parker's largest
asset, and the sale marks a significant step in resolving the
Company's $19 million-plus liabilities.  The report notes the
18-month bankruptcy case has involved a lawsuit by Gregory &
Parker aimed at recovering $700,000 from a former development
consultant that it accused of carrying on a romantic relationship
with its bookkeeper.

The report says the sale entails $663,000 in brokerage commissions
to Capital Associates Management LLC, according to court
documents.

                    About Gregory & Parker

Gregory & Parker Inc. owned Seaboard Station, a retail center near
William Peace University at the northern fringe of downtown
Raleigh, North Carolina.  Gregory & Parker filed a Chapter 11
petition Feb. 22, 2012 (Bankr. E.D.N.C. Case No. 12-01382).
Richard D. Sparkman, Esq., at Richard D. Sparkman & Assoc., P.A.,
represents the Debtor.  The Debtor estimated assets of between
$100,000 and $500,000, and debts of between $10 million and
$50 million.

Gregory & Parker, Inc.'s case has been procedurally consolidated
with the case of Gregory & Parker-Seaboard, LLC, Case No.
12-01383-8-SWH, which also sought Chapter 11 relief on Feb. 22,
2012.  Seaboard LLC estimated under $50,000 in assets, and between
$10 million and $50 million in debts.

William Douglas Parker, Jr., the Debtors' president, and his wife,
Diana Lynne Parker, the Debtors' corporate secretary, filed their
own bankruptcy case on April 25, 2012.

Bankruptcy Judge Stephani W. Humrickhouse presides over the cases.

Plans of reorganization were filed in the Debtors' cases and in
the Parkers case in November 2012.

In May 2013, Regions Bank and Georgia Capital, LLC -- the largest
secured creditors of the Debtors -- failed to convince the
Bankruptcy Court to dismiss or convert the cases to Chapter 7.


HAWK ELECTRONICS: Files for Bankruptcy
--------------------------------------
Barry Shlachter, writing for Star Telegram, reported that the
corporate parent of Fort Worth, Texas-based Hawk Electronics says
it will declare bankruptcy this week and liquidate after
defaulting on a loan to its major creditor, which blocked access
to nearly $800,000 in its bank accounts on July 30.

According to the report, customers including local city
governments, police and fire departments are being told that there
will be no interruption of the wireless and cellular services the
company provides.  Hawk, a unit of Teletouch Corp., said it will
transfer accounts to its master network provider, AT&T.

The transition could take several months, according to a company
source, who spoke anonymously because the firm did not authorize
their comments, the report said.  Hawk, which had two Fort Worth
stores and one in Arlington, closed all but its main store at 5718
Airport Freeway, where it is consolidating merchandise, the source
said.

Teletouch said in a July 30 federal securities filing that it
would petition for a Chapter 11 bankruptcy in Delaware this week
as it phases out its ongoing business, the report noted.  The
company could then file a liquidation plan with the bankruptcy
court or convert the bankruptcy to Chapter 7 liquidation. No
filing was available on the bankruptcy court's on-line system
Tuesday morning.

The company said it has appointed Michael Juniper, a senior
manager at Deloitte CRG, as chief restructuring officer, who will
report directly to the board.


HI-WAY EQUIPMENT: Wants Exclusive Right to File Plan Thru Oct. 15
-----------------------------------------------------------------
Hi-Way Equipment Company LLC, et al., seek an extension of their
exclusive plan filing period through Oct. 15, 2013, and their
exclusive period to file acceptances of that plan through Dec. 16,
2013.

The Debtors are selling substantially all of their assets to
Associated Supply Company, Inc.  Subsequently, on July 9, 2013,
the Debtors filed a simple liquidating plan that provides for
liquidation of any remaining assets and distribution of their
assets.  The Bankruptcy Court is set to consider the Disclosure
Statement explaining the Plan on Aug. 19, 2013.

                     About Hi-Way Equipment

Hi-Way Equipment Company LLC filed a Chapter 11 petition (Bankr.
N.D. Tex. Case No. 13-41498) on April 1, 2013.  Charles W. Reeves,
Jr., signed the petition as chief restructuring officer.
Gardere Wynne Sewell, LLP, in Dallas, Texas, serves as the
Debtor's counsel.  The Debtor estimated assets and debts of at
least $10 million.

Shannon, Gracey, Ratliff & Miller represents the Official
Committee of Unsecured Creditors as counsel.

Hi-Way Equipment has been providing rental and sales of equipment
since 1948.  In 2008, Hi-Way Equipment acquired Equipment Support
Services, Inc.  As part of that acquisition, Hi-Way Equipment
expanded to become a dealer of Case and Case IH equipment through
CNH America LLC.  With the acquisition of ESS, Hi-Way Equipment
acquired ESS' subsidiaries: CDI Equipment, Ltd., Carruth-Doggett
Industries Partners Acquisition, LLC, Future Equipment Holdings,
LLC, Future Equipment Partners, LLC, Equipment Support Services,
Inc., ESS Acquisition LLC, Carruth-Doggett Industries Holdings
Acquisition, LLC, and Southern Power Acquisition, Inc.  In 2011,
Hi-Way Equipment merged with the Subsidiaries and Hi-Way Equipment
was the sole surviving entity.  Hi-Way Equipment serves as the
non-exclusive dealer of Case and Case IH equipment in numerous
counties across Texas.


HIGHWAY TECHNOLOGIES: U.S. Trustee Slams Global Settlement
----------------------------------------------------------
Law360 reported that the U.S. Trustee's Office slammed a proposed
global settlement among the creditors committee and other lenders
in the Highway Technologies Inc. Chapter 11 case, arguing that it
turns the Bankruptcy Code "on its head" by allowing unsecured
creditors to get their money before more senior claimants are paid
in full.

According to the report, the official committee of unsecured
creditors said the proposed settlement resolves its concerns about
the defunct traffic safety firm's $3 million post-petition loan.

                    About Highway Technologies

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

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

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

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

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


HORIZON LINES: Incurs $1.5 Million Net Loss in Second Quarter
-------------------------------------------------------------
Horizon Lines, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.50 million on $259.78 million of operating revenue for the
quarter ended June 23, 2013, as compared with a net loss of $46.07
million on $270.93 million of operating revenue for the quarter
ended June 24, 2012.

For the six months ended June 23, 2013, the Company incurred a net
loss of $21.85 million on $504.27 million of operating revenue, as
compared with a net loss of $78.58 million on $534.29 million of
operating revenue for the six months ended June 24, 2012.

For the year ended Dec. 23, 2012, the Company incurred a net loss
of $94.69 million, as compared with a net loss of $229.41 million
the year ended Dec. 25, 2011.

As of June 23, 2013, the Company had $652.92 million in total
assets, $689.74 million in total liabilities and a $36.81 million
total stockholders' deficiency.

"Horizon Lines second-quarter adjusted EBITDA nearly doubled from
the same period a year ago, driven largely by reduced vessel
charter expense, lower dry-dock transit and crew-related expenses,
lower fuel consumption, higher non-transportation revenue, reduced
overhead and gains on the sale of assets," said Sam Woodward,
president and chief executive officer.  "The positive factors
driving adjusted EBITDA growth were partially offset by reduced
container volume and increased vessel operating expenses.  Second-
quarter results demonstrate that we are executing on our plan to
improve Horizon Lines' financial performance."

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

                        http://is.gd/46LaJn

                        About Horizon Lines

Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the
nation's leading domestic ocean shipping and integrated logistics
company.  The Company owns or leases a fleet of 20 U.S.-flag
containerships and operates five port terminals linking the
continental United States with Alaska, Hawaii, Guam, Micronesia
and Puerto Rico.  The Company provides express trans-Pacific
service between the U.S. West Coast and the ports of Ningbo and
Shanghai in China, manages a domestic and overseas service partner
network and provides integrated, reliable and cost competitive
logistics solutions.

                           *     *     *

In June 2012, Moody's Investors Service affirmed Horizon Lines,
Inc.'s Corporate Family Rating (CFR) and Probability of Default
Rating ("PDR") at Caa2 and removed the LD ("Limited Default")
designation from the rating in recognition of the conversion to
equity of the $228 million of Series A and Series B Convertible
Senior Secured notes due in October 2017 ("Notes").

Moody's said the affirmation of the Corporate Family and
Probability of Default ratings considers that total debt has been
reduced by the conversion of the Notes, but also recognizes the
significant operating challenges that the company continues to
face.


IGPS COMPANY: Committee Can Retain Cole Schotz as Counsel
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
case of iGPS Company LLC to retain Cole, Schotz, Meisel, Forman &
Leonard, P.A., as Delaware counsel, nunc pro tunc to June 14,
2013.

Cole Schotz will, among other things:

      a. assist the Committee in its investigation of the acts,
         conduct, assets, liabilities and financial condition of
         the Debtor, the operation of the Debtor's business and
         any other matter relevant to the Debtor's case, as and to
         the extent the matters may affect the Debtor's creditors;

      b. participate in negotiations with parties-in-interest with
         respect to any disposition of the Debtor's assets, plan
         of reorganization and disclosure statement in connection
         with the plan, and otherwise protect and promote the
         interests of the Debtor's creditors; and

      c. assist with the preparation of all necessary
         applications, motions, answers, orders, reports and
         papers on behalf of the Committee, and appear on behalf
         of the Committee at Court hearings as necessary and
         appropriate in connection with the Debtor's case.

The attorneys and paralegals presently designated to be primarily
responsible for representing the Committee, and their current
standard hourly rates, include:

      J. Kate Stickles, Member            $625
      Therese A. Scheuer, Associate       $310
      Pauline Z. Ratkowiak, Paralegal     $235
      Kimberly A. Karstetter, Paralegal   $200

Other attorneys and paralegals may be involved as necessary and
appropriate to represent the Committee.  The current rates of Cole
Schotz members, associates and paralegals are:

      Members                          $350-$785
      Special Counsel                  $365-$500
      Associates                       $210-$400
      Paralegals                       $165-$245

                          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%.


IGPS COMPANY: Committee Can Retain McKenna Long as Co-Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
the Official Committee of Unsecured Creditors in the Chapter 11
case of iGPS Company LLC to retain the law firm of McKenna Long &
Aldridge LLP, nunc pro tunc to June 14, 2013, as counsel.

The Committee is filing an application to employ Cole, Schotz,
Meisel, Forman & Leonard, P.A., as Delaware counsel.  MLA and Cole
Schotz will work together at the direction of the Committee to
avoid any unnecessary duplication of services in the matter.

MLA will, among other things, assist and advise the Committee in
its consultations with the Debtor regarding the administration of
the Chapter 11 case, at these hourly rates:

      Gary W. Marsh             $575
      Henry F. Sewell, Jr.      $545
      Alison Elko Franklin      $400

                          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%.


IGPS COMPANY: Rejects DiStasio Employment-Related Agreements
------------------------------------------------------------
iGPS Company sought and obtained authority from the U.S.
Bankruptcy Court for the District of Delaware to reject certain
employment-related agreements known as the "DiStasio Agreements,"
nunc pro tunc to June 21, 2013.

                          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%.


JEFFERSON COUNTY, AL: Judge Approves Vote on Bankruptcy Plan
------------------------------------------------------------
Melinda Dickinson, writing for Reuters, reported that a U.S. judge
cleared the way for Wall Street banks and others owed $4.2 billion
by Alabama's Jefferson County to vote on a plan to end the second-
largest U.S. municipal bankruptcy.

According to the report, creditors must vote by an October 7
deadline, as the official exit from the bankruptcy will pave the
way to a year-end bond sale of about $1.9 billion that is needed
to pay off current sewer debt bondholders at sizable discounts.

Eclipsed only by Detroit, when the city filed on July 18 for
municipal bankruptcy with more than $18 billion in liabilities,
Jefferson County had sought protection from creditors in November
2011, stung by overwhelming sewer debt and diminished revenues,
the report recalled.

A large majority of Jefferson County's creditors have already
agreed to the negotiated plan, which promises to deliver only
$1.835 billion to sewer-system warrant holders owed $3.078
billion, with bondholder losses on a scale not seen since the
1930s, the report said.  The county has also struck deals covering
defaulted school warrants and other non-sewer debt.

After hearing arguments by lawyers representing sewer-system
customers that disclosures were inadequate, U.S. Bankruptcy Judge
Thomas Bennett approved the massive disclosure plan and set the
stage for votes by creditors, the report further related.  If
approved by creditors, the plan must still be confirmed at a
hearing expected to be held on November 12.

                     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.


JOHN CLEMENTE: NJ Firm Hit With Malpractice Suit Over Bankruptcy
----------------------------------------------------------------
Law360 reported that a physician filed a malpractice suit against
Broege Neumann Fischer & Shaver LLC in New Jersey state court,
saying the firm's failure to challenge another firm that
represented its own interests in his bankruptcy proceedings forced
him to liquidate rather than restructure his debts.

According to the complaint, filed July 30 in the Superior Court of
New Jersey, Mercer County, John Clemente hired the Manasquan,
N.J.-based bankruptcy firm Broege Neumann and its partner, Timothy
Neumann, to represent his interests in a Chapter 11 bankruptcy.

Dr. John Clemente filed for Chapter 11 bankruptcy (Bankr. D. N.J.
Case No. 08-10812) on Jan. 17, 2008.  The case was converted to a
Chapter 7 bankruptcy on June 3, 2009, and Barry Frost, Esq. was
appointed as the Chapter 7 Trustee.  Milton Bouhoutsos, Jr., Esq.,
in Manasquan, New Jersey, argues for the Debtor.  Brian W.
Hofmeister, Esq., at Teich Groh, in Trenton, represents the
Chapter 7 Trustee.


JEFFERSON COUNTY, AL: Investors Seek Plan Vote as Exit Nears
------------------------------------------------------------
Steven Church, writing for Bloomberg News, reported that Jefferson
County, Alabama's, sewer-debt holders may win the right to vote on
the county's debt-reduction plan following a hearing on the
matter, the final legal hurdle before a judge decides whether to
end the county's $4 billion bankruptcy.

According to the report, U.S. Bankruptcy Judge Thomas Bennett in
Birmingham, Alabama, is scheduled to consider a timeline that
would wind down the second-biggest U.S. municipal bankruptcy just
as the biggest, filed last month by Detroit, gets under way.

The county and a group of sewer-warrant holders seek to send
creditors a disclosure statement describing how they will be
affected by the debt-reduction plan and giving them an Oct. 7
deadline to vote, the report said.  Bennett would take that vote
into account when deciding whether to approve the plan in November
and allow the county to exit bankruptcy by year's end.

"The plan is the product of more than 18 months of effort, to
restore the county's general fund to operational balance, to
address and resolve years of litigation involving the sewer system
and its indebtedness," the county said in the disclosure
statement, the report added.

The plan is based on a settlement between the county and
creditors, including JPMorgan Chase & Co. and a group of hedge
funds, the report said.  The bank and the hedge funds hold the
majority of the $3 billion in sewer warrants that Jefferson County
proposes to cancel and replace with about $2 billion in new debt.

                     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.


K-V PHARMACEUTICAL: Capital Ventures Does Not Own Class A Stock
---------------------------------------------------------------
In a Schedule 13D filing with the U.S. Securities and Exchange
Commission, Capital Ventures International and Susquehanna
Advisors Group, Inc., disclosed that as of June 6, 2013, they do
not beneficially own shares of class A common stock of
K-V Pharmaceutical Company.  A copy of the regulatory filing is
available for free at http://is.gd/cfVaEa

                      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.


LAKE PLEASANT: 2011 and 2013 Chapter 11 Cases Consolidated
----------------------------------------------------------
At the request of Johnson Bank, the U.S. Bankruptcy Court
consolidated for administrative purposes, the chapter 11 cases
that Lake Pleasant Group, LLP, and affiliate DLGC II, LLC,
commenced on June 5, 2013, with the cases the two Debtors
commenced on April 13, 2011.  The Court also assigned the 2013
cases to Judge Ballinger; and confirmed sua sponte Johnson Bank's
rights under the confirmation order entered in the 2011 cases.

All future pleading, papers and documents filed in the 2013 Cases
will now be filed and docketed in the Jointly Administered Case
No. 2:11-bk-10170-EPB.

The Court said the terms of the Confirmed Plan in the 2011 cases
remain in full force and effect and accordingly, Johnson Bank may
proceed in accordance with the Confirmed Plan and to realize its
own collateral.

The Court denied a motion to dismiss the cases, without prejudice.

                About Lake Pleasant and DLGC II

Lake Pleasant Group, LLP, and affiliate DLGC II, LLC, sought
Chapter 11 protection (Bankr. D. Ariz. Case Nos. 13-09574 and
13-09576) in Phoenix on June 5, 2013.

The Debtors have tapped Wesley Denton Ray, Esq., and Philip R.
Rudd, Esq., at Polsinelli, P.C., as counsel.

LPG estimated at least $10 million in assets and liabilities.
DLGC II estimated at least $10 million in assets and liabilities
of less than $10 million.

LPG and DLGC II, LLC, first filed for Chapter 11 bankruptcy
protection (Bankr. D. Ariz. Case No. 11-10170) on April 13, 2011,
with Polsinelli PC on board as counsel.

Phoenix, Arizona-based LPG was formed for the purpose of
purchasing and developing 244 acres of real property located near
State Route 74 and Old Lake Pleasant Road in Peoria, Arizona.  In
the schedules filed in the original case, LPG disclosed assets of
$15,780,263 and liabilities of $10,301,552.


LAND SECURITIES: U.S. Trustee Object to Disclosure Statement
------------------------------------------------------------
The U.S. Trustee oppose the approval of the Disclosure Statement
proposed by Land Securities Investors, Ltd., saying the plan
outline does not contain adequate information.

On behalf of the U.S. Trustee, Leo M. Weiss --
Leo.M.Weiss@usdoj.gov -- asserts that the Debtors need to update
the plan outline to discuss significant events in the cases after
the outline was filed; and that the Debtors have many omissions of
dates, amounts and related information.

The Debtors, Mr. Weiss adds, should disclose the amounts owed by
class, the estimated dates on whch distribution to the class will
commence, the amounts of the estimated payments and the timing of
payments.  The Debtors, he says, should also include historic and
projected financial statements for each debtor.

                     About Land Securities

Land Securities Investors, Ltd., LSI Retail II, LLC, and Conifer
Town Center, LLC, sought Chapter 11 protection (Bankr. D. Colo.
Case Nos. 13-11167, 13-1113, and 13-11135) in Denver on Jan. 29,
2013.  Land Securities disclosed $46,978,954.37 in total assets
and $29,616,097.77 in total liabilities.

The Debtors are real estate developers and investors.

The Office of the U.S. Trustee for Region 19 said that it was
unable to appoint an official committee of unsecured creditors.


LAUSELL INC: Obtains Plan Outline OK; Conf. Hrg Set for Aug. 26
---------------------------------------------------------------
Judge Mildred Caban Flores approved the Disclosure Statement
proposed by Lausell Inc. as containing adequate information as
required under the Bankruptcy Code.  The Debtor is thus authorized
to solicit votes on its Plan of Reorganization.

A hearing for confirmation of the Plan will be held on Aug. 26,
2013 at 9:00 a.m., at a Puerto Rico courtroom.

Any party who wishes to file a confirmation objection must do so
14 days before the set Confirmation Hearing.

As previously reported by The Troubled Company Reporter, Lausell
Inc.'s Disclosure Statement reveals that holders of allowed
general unsecured claims (Class 6) in Lausell Inc. are impaired
and will recover 2% of their claim amount.  Payment of the Class 6
Claims will come from the $50,000 carve-out to be reserved from
the proceeds of the sale of the Debtor's assets to La Re.  La Re,
as Purchaser, will provide a Cash payment to fund the Plan
sufficient to (i) settle in full the secured claims of First Bank
Puerto Rico and Citibank, N.A., for $5,600,000, in Cash; (ii) and
will assume certain of Debtor's debts for $3,080,489, including
the claim of Puerto Rico Industrial Development Co. (Class 2).

                       About Lausell Inc.

Lausell, Inc., filed a bare-bones Chapter 11 petition (Bankr.
D.P.R. Case No. 12-02918) on April 17, 2012, in Old San Juan,
Puerto Rico.  Lausell, also known as Aluminio Del Caribe, is a
manufacturer of windows and doors.

Bankruptcy Judge Mildred Caban Flores oversees the case.  Charles
Alfred Cuprill, Esq., at Charles A. Curpill, P.S.C. Law Offices,
in San Juan, Puerto Rico, serves as counsel to the Debtor.

The Bayamon, Puerto Rico-based company disclosed $34,059,950 in
assets and liabilities of $24,489,414 in its amended schedules.


LEVEL 3 FINANCING: Fitch Rates $815MM Secured Term Loan 'BB'
------------------------------------------------------------
Fitch Ratings has assigned a 'BB/RR1' rating to Level 3 Financing,
Inc.'s $815 million senior secured term loan B-III due August
2019. Level 3 Financing is a wholly owned subsidiary of Level 3
Communications, Inc. (LVLT). The Issuer Default Rating (IDR) for
both LVLT and Level 3 Financing is 'B' with a Positive Rating
Outlook. LVLT had approximately $8.5 billion of debt outstanding
on June 30, 2013.

Proceeds of the new term loan are expected to be used to refinance
the company's existing equivalent sized term loan B. The terms of
the new credit facility, including the maturity date, security and
guaranty structure are expected to be substantially similar to the
existing term loan B. Outside of an expected reduction of interest
expense related to this transaction, LVLT's credit profile has not
substantially changed.

Fitch believes that LVLT's liquidity position is adequate given
the rating and is primarily supported by cash carried on its
balance sheet, which as of June 30, 2013 totaled approximately
$596 million. The company does not maintain a revolver and relies
on capital market access to replenish cash reserves, which limits
the company's financial flexibility in Fitch's opinion. LVLT does
not have any significant maturities scheduled during the remainder
of 2013 or into 2014. LVLT's next scheduled maturity is not until
2015 when approximately $775 million of debt is scheduled to
mature or convert into equity.

Key Rating Drivers

LVLT's ratings recognize, in part, the de-leveraging of the
company's balance sheet resulting from its acquisition of Global
Crossing Limited (GLBC). LVLT's leverage has declined to 5.4x as
of the latest 12 months (LTM) period ended June 30, 2013, which
compares favorably with company's actual leverage of 5.85x as of
Dec. 31, 2012 and 6.54x as of June 30, 2012.

The Positive Rating Outlook reflects Fitch's belief that LVLT's
credit profile will strengthen as the company achieves the cost
synergies associated with the GLBC acquisition. Fitch expects to
observe the strengthening of LVLT's credit metrics during 2013 as
cost synergies begin to take effect and integration costs begin to
diminish. Fitch foresees LVLT leverage will approach 5.2x by the
end of 2013 as the company continues its progress to achieving its
3x to 5x net leverage target.

Positive rating actions will likely occur as the company
demonstrates that it can consistently generate positive free cash
flow and reduce leverage to 5.5x or below. Equal consideration
will be given to the company's ability to attain cost synergies
while maintaining positive operational momentum. Evidence of
positive operating momentum includes stable to expanding gross
margins and revenue growth within the company Core Network
Services segment. Fitch believes the incremental EBITDA captured
through the GLBC acquisition along with realization of anticipated
cost synergies and dwindling integration costs will position LVLT
to generate consistent levels of free cash flow. The company
reported a $109 million free cash flow deficit during the LTM
period ended June 30, 2013. Fitch expects that LVLT will generate
a nominal amount of positive free cash flow during 2013.

A stabilization of the Rating Outlook at the current rating level
would coincide with LVLT experiencing difficulty or delay in fully
integrating GLBC and achieving anticipated cost synergies. A
weakening of LVLT's operating profile, as signaled by
deteriorating margins and revenue erosion brought on by difficult
economic conditions or competitive pressure will likely lead to
negative rating action.

Overall, Fitch's ratings incorporate LVLT's highly levered balance
sheet, its weaker competitive position and lack of scale relative
to larger and better capitalized market participants. The ratings
for LVLT reflect the company's strong metropolitan network
facilities position relative to alternative carriers, as well as
the diversity of its customer base and service offering, and a
relatively stable pricing environment for a significant portion of
LVLT's service portfolio.

Rating Sensitivities

What Could Trigger a Positive Rating Action

-- Consolidated leverage reduces to 5.5x or lower;

-- Consistent generation of positive free cash flow;

-- Successful integration of GLBC without material disruption
    to its operations.

What Could Trigger a Negative Rating Action

-- Difficulty or delay in fully integrating GLBC and achieving
    anticipated cost synergies;

-- Weakening of LVLT's operating profile, as signaled by
    deteriorating margins and revenue erosion brought on by
    difficult economic conditions or competitive pressure.


MERCANTILE BANCORPP: $22MM Stalking Horse Sale Earns OK
-------------------------------------------------------
Law360 reported that Mercantile Bancorp Inc. got the go ahead to
proceed with plans to a conduct a Chapter 11 sale with a $22.3
million stalking horse, though the process will take a few weeks
longer than it had hoped.

According to the report, at a hearing in Wilmington, U.S.
Bankruptcy Judge Kevin J. Carey agreed to approved the lion's
share of bid procedures set out from by MBI and stalking horse
United Community Bancorp Inc., though he balked slightly at a time
table calling for an Aug. 28 sale hearing.

                 Security Holders' Objections

The Official Committee of Trust Preferred Securities Holders
objects to the proposed sale of Mercantile Bancorp, Inc.'s shares
in Mercantile Bank and the related trademark for the bank's "M"
logo.

The sale process, according to the Committee, is rushed and
fundamentally flawed.  The Committee states, "There is no
proverbial 'melting ice cube' here; rather, the Bank is well
capitalized under the [Federal Deposit Insurance Corporation's]
own guidelines and has significant equity value.  Even more
importantly, the Debtor's proposed rushed sale appears to squander
significant tax attributes and yield literally $0 net proceeds to
the Debtor's estate for distribution to creditors."

The Committee adds, ". . . the Debtor's proposed sale process and
Bidding Procedures discourages potentially interested parties from
proposing alternative transactions that could take advantage of
these Tax Attributes and provide greater value to the estate. Not
only do the proposed Bidding Procedures lock any prospective
bidder into a nearly identical transaction as the proposed sale
with the stalking horse, but they are designed to chill -- rather
than encourage -- bidding, through condensed timeframes,
burdensome break-up fees, and significantly more arduous bidding
requirements for competing bidders."

The Debtor has lined up United Community Bancorp Inc. to be the
stalking horse making the first bid at auction for the bank
subsidiary.  Chatham, Illinois-based United Community is offering
$22.3 million in cash, less the amount necessary to pay
liabilities to the Federal Deposit Insurance Corp. arising from
the failure of the two other banks.

The Committee is represented by:

         Domenic E. Pacitti, Esq.
         KLEHR HARRISON HARVEY BRANZBURG LLP
         919 Market Street, Suite 1000
         Wilmington, Delaware 19801-3062
         Tel: (302) 576-1600
         Fax: (302) 576-1100
         E-mail: dpacitti@klehr.com

            -- and --

         Morton R. Branzburg, Esq.
         KLEHR HARRISON HARVEY BRANZBURG LLP
         1835 Market Street
         Philadelphia, Pennsylvania 19103
         Tel: (215) 569-2700
         Fax: (215) 568-6603
         E-mail: mbranzburg@klehr.com

            -- and --

         David R. Seligman, P.C., Esq.
         Jeffrey W. Gettleman, Esq.
         KIRKLAND & ELLIS LLP
         300 North LaSalle
         Chicago, Illinois 60654
         Tel: (312) 862-2000
         Fax: (312) 862-2200
         E-mail: david.seligman@kirkland.com
                 jeffrey.gettleman@kirkland.com

            -- and --

         Joseph Serino Jr., P.C., Esq.
         John P. Del Monaco, Esq.
         KIRKLAND & ELLIS LLP
         601 Lexington Avenue
         New York, NY 10022-4611
         Tel: (212) 446-4800
         Fax: (212) 446-4900
         E-mail: joseph.serino@kirkland.com
                 john.delmonaco@kirkland.com

                     About Mercantile Bancorp

Mercantile Bancorp -- http://www.mercbanx.com/-- is a Quincy,
Illinois-based bank holding company with wholly owned subsidiaries
consisting of one bank in Illinois and one each in Kansas and
Florida, where the Company conducts full-service commercial and
consumer banking business, engages in mortgage banking, trust
services and asset management, and provides other financial
services and products.  The Company also operated Mercantile Bank
branch offices in Missouri and Indiana.

On Aug. 10, 2011, the Illinois Division of Banking released a
Consent Order that Mercantile Bank, the Federal Deposit Insurance
Corporation, and the Division entered into as of July 28, 2011.
Under the Order, Mercantile Bank will cease operating with all
money transmitters and currency businesses providing brokerage,
sale or exchange of non-United States currency for deposit
customers.  Furthermore, Mercantile Bank may not enter into a new
line of business without the prior written consent of the FDIC and
the Division.

Mercantile Bancorp filed a Chapter 11 petition (Bankr. D. Del.
Case No. 13-11634) on June 27, 2013.  The petition shows assets
and debt both exceeding $50 million.  Liabilities include $61.9
million owing on junior subordinated debentures.  Mercantile
stopped paying interest on the debentures in 2009, since then
running up $14 million in unpaid interest.

Stuart M. Brown, Esq. at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Kimberly D. Newmarch,
Esq., and Aaron M. Paushter, Esq., at DLA Piper LLP (US), in
Chicago, Illinois, are the proposed attorneys for the Debtor.


MONITOR COMPANY: Chapter 7 Conversion Approved
----------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
Monitor Company Group Limited Partnership's motion to convert its
Chapter 11 reorganization case to liquidation under Chapter 7.

On Jan. 11, 2013, the Court approved the sale of substantially all
of the Debtors' assets to Deloitte Consulting and DSCH Limited,
and the sale closed on January 11, 2013.

As previously reported, "Upon the Sale, the Debtors ceased
business operations. Since the closing of the Sale, the Debtors'
principal activity has been to effectively administer the TSA.
Once the TSA expires, the Debtors will have no further tasks to
perform that could not be performed by a chapter 7 trustee. The
Parties have conferred and assert that (i) there is no 'reasonable
likelihood of rehabilitation' for the Debtors, (ii) there is no
realistic prospect of confirming a chapter 11 plan, and (iii)
remaining obligations under the Deloitte Asset Purchase Agreement
can be completed by the chapter 7 trustee after conversion of
these cases. In addition, in the absence of conversion, the
administrative burdens of the chapter 11 cases would cause
diminution in the value of the estates' remaining assets.
Therefore, the conversion of the Debtors' chapter 11 cases to
cases under chapter 7 of the Bankruptcy Code is necessary and
appropriate."

                        About Monitor Company

Monitor Company Group LP -- http://www.monitor.com/-- was a
global consulting firm with 1,200 personnel in offices across 17
countries worldwide.  Founded in 1983 by six entrepreneurs, and
headquartered in Cambridge, Massachusetts, Monitor advised for-
profit, sovereign, and non-profit clients on growing their
businesses and economies and furthering their charitable purposes.

Monitor and several affiliates filed for Chapter 11 bankruptcy
(Bankr. D. Del. Case Nos. 12-13042 to 12-13062) on Nov. 7, 2012.
Judge Hon. Christopher S. Sontchi presides over the case.  Pepper
Hamilton LLP and Ropes & Gray LLP served as the Debtors' counsel.
The financial advisor was Carl Marks Advisory Group LLC.  Epiq
Bankruptcy Solutions, LLC served as claims and noticing agent.

The petitions were signed by Bansi Nagji, president.

Cole, Schotz, Meisel, Forman & Leonard, P.A., represented the
Committee of Unsecured Creditors as counsel.

Bank of America was represented in the case by Jinsoo Kim, Esq.,
and Timothy Graulich, Esq., at Davis Polk & Wardwell LLP; and Mark
D. Collins, Esq., at Richards Layton & Finger PA.

J. Gregory Milmoe, Esq., and Shana A. Elberg, Esq., at Skadden
Arps Slate Meagher & Flom LLP in New York; and Mark Chehi, Esq.,
and Christopher DiVirgilio, Esq., at Skadden Arps in Delaware,
represented Deloitte Consulting LLP.

Caltius Partners IV LP; Caltius Partners Executive IV, LP; and CP
IV Pass-Through (Monitor) LP were represented by John Sieger,
Esq., at Katten Muchin Rosenman LLP.

Monitor's consolidated unaudited financial statements as of
June 30, 2012, which include the assets and liabilities of non-
Debtor foreign subsidiaries, reflected total assets of roughly
$202 million (including $93 million in current assets) and total
liabilities of roughly $200 million.

Monitor filed for bankruptcy to sell substantially all of their
businesses and assets to Deloitte Consulting LLP, a Delaware
registered limited liability partnership and DCSH Limited, a UK
company limited by shares, subject to higher or otherwise better
offers.  The base purchase price set forth in the Stalking Horse
Agreement is $116.2 million, plus (i) assumption of certain
liabilities and (ii) certain cure costs for assumed contracts.
The Stalking Horse Agreement provides for the Stalking Horse
Bidder to receive a combined breakup fee and expense reimbursement
of $4 million.

The Debtors held an auction on Nov. 28, 2012, at the offices of
the Sellers' counsel, Ropes & Gray LLP in New York.  In mid-
January 2013, Judge Sontchi allowed the Debtors to sell its assets
to Deloitte Consulting for $116.2 million.

In July 2013, Monitor Co. and the official creditors' committee
decided that the liquidation can be most efficiently concluded now
that the business was sold by converting the Chapter 11
reorganization to a liquidation in Chapter 7.


MONTREAL, MAINE & ATLANTIC: Files for Bankruptcy in U.S., Canada
----------------------------------------------------------------
Patrick Fitzgerald, writing for Dow Jones Newswires, and
Karen Johnson, writing for The Wall Street Journal, report that
Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July, killing 47
people and destroying part of Lac-Megantic, Quebec, sought
bankruptcy protection in U.S. Bankruptcy Court in Bangor, Maine
(Case No. 13-10670) on Wednesday with the aim of selling its
business.  Its Canadian counterpart, Montreal, Maine & Atlantic
Canada Co., meanwhile, filed for protection from creditors in
Superior Court of Quebec in Montreal.

U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the
case.  The Maine law firm of Verrill Dana serves as counsel to
MM&A.

The report says the Company is seeking court approval of a number
of so-called first-day motions, including using lenders' cash
collateral to pay its employees and to keep its trains rolling.
An initial hearing on those requests is slated for Aug. 22 in
Bangor.

On July 6, the MM&A train -- five locomotives and 72 cars said to
be carrying crude oil -- derailed, setting off several massive
blasts and devastating the small town of Lac-Megantic.

The railway, whose U.S. operations are based in Hermon, Maine, is
a subsidiary of Rail World Inc., a Rosemont, Ill., company led by
railway veteran Edward A. Burkhardt.

According to the report, Mr. Burkhardt said in a statement that
the MM&A companies' obligations "exceed the value of their assets,
including prospective insurance recoveries," because of the
derailment. He said the court filings were "the best way to ensure
fairness of treatment to all in these tragic circumstances."

The report also relates M. Donald Gardner, MM&A's finance chief,
said in court filings that the Company has also lost much of its
freight business since the derailment.  Mr. Gardner said the
company hopes to sell the railway as a going concern, with
proceeds from the sale to be funneled to a trust for the benefit
of claimants.


NXT CAPITAL: S&P Assigns 'BB-' ICR & Rates $150MM Loan 'BB-'
------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
issuer credit rating on NXT Capital Inc. (NXT).  The outlook is
stable.  S&P also assigned a 'BB-' rating on NXT and NXT Capital
LLC's proposed $150 million term loan B.

"Our rating on NXT reflects its short operating history and high
growth aspirations, the significant credit risk of its loan
portfolio, and a funding profile that heavily encumbers its
balance sheet and exposes it to funding risk," said Standard &
Poor's credit analyst Brendan Browne.  "The company's focus on
first-lien senior debt, its well-diversified loan portfolio by
industry and geography, and the experience of its senior
management are positive ratings factors."

Chicago-based NXT, founded in 2010, is a nonbank lender that
primarily extends leveraged or cash-flow loans to midmarket
companies and commercial real estate (CRE) mortgages to developers
and investors.  It also has two emerging business lines: one that
makes equipment loans and leases and another that lends to venture
capital-backed companies.  Through an asset management group, NXT
also raises funds, which participate in loans that it originates.
A private equity fund and other institutional investors owns the
company, and it has aspirations to grow rapidly, perhaps almost
doubling or tripling in size over the next three to five years.
While that growth will be off a relatively small base, S&P still
views such expansion as aggressive and prone to credit and
operational risks.

If conducted successfully, NXT will lessen its reliance on
leveraged loans and CRE mortgages, which accounted for 58% and 39%
of loans, respectively, at the end of 2012, and build larger
venture- and equipment-finance portfolios.  S&P would view such
diversification positively, but believes the expansion process
will have risks, especially since NXT launched the venture- and
equipment-finance units only in 2012 and 2013, respectively.

The outlook is stable.  "We expect NXT to grow rapidly, but
without any outsize growth in nonperforming assets or violations
of the covenants pertaining to debt it holds at either its holding
company or subsidiary funding vehicles," said Mr. Browne.

S&P also expects the company to primarily underwrite leveraged
loans at debt-to-EBITDA levels around 3.5x and to gradually
increase its own leverage to around 3.5x-3.75x debt to equity.

S&P could lower the rating if the company increases its leverage
more than it expect or if it believes it could violate any of the
covenants on its debt facilities.  Such a violation in its
subsidiary funding vehicles could conceivably reduce or eliminate
distributions from those vehicles to the holding company level.
That would make it more difficult for the holding company to
service its corporate debt.  S&P could also lower the rating if
the company underwrites its loans at higher debt-to-EBITDA levels
than S&P anticipates.

S&P could raise the rating if the company can demonstrate a longer
track record of low credit losses, profitability, and diversity by
lending unit.  S&P also could raise the rating if the company can
unencumber a greater portion of its balance sheet and further
diversify its funding.


ORCHARD SUPPLY: Judge Approves $3.1-Mil. Executive Bonus Plan
-------------------------------------------------------------
Jacqueline Palank, writing for Dow Jones Business News, reported
that a bankruptcy judge granted Orchard Supply Hardware Corp.
permission to pay up to $3.1 million in bonuses to its top
executives, a proposal that survived a challenge by a government
watchdog.

According to the report, Judge Christopher Sontchi of the U.S.
Bankruptcy Court in Wilmington, Del., said he would sign off on
the bonuses, which are tied to the successful sale of the
company's business, after a government attorney grilled Orchard's
advisers on whether the payments complied with bankruptcy laws.

Because retention payments to executives and other company
insiders are illegal under the Bankruptcy Code, businesses must
show that executive bonuses are true incentives tied to
challenging goals that, if achieved, will improve the outcome of
the bankruptcy case, the report pointed out.

The government attorney, Tiiara Patton of the U.S. Trustee
Program, had argued that the bonuses were illegal because they
didn't tie the bonuses to such stretch goals, the report said.
She pointed to the fact that bonus payments are triggered for five
executives, including Chief Executive Mark Baker, upon the closure
of a $200 million sale of the company, a goal Orchard net before
filing for bankruptcy last month. Lowe's Cos. has already offered
$205 million in cash for the company, subject to higher bids at
auction.

All the executives have to do now to earn the minimum bonuses,
Ms. Patton argued, is close the sale and not quit, the report
added.

                       About Orchard Supply

San Jose, Cal.-based Orchard Supply Hardware Stores Corporation
operates neighborhood hardware and garden stores focused on paint,
repair and the backyard.  It was spun off from Sears Holdings
Corp. in 2012.

Orchard Supply and two affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 13-11565) on June 16 to facilitate a
restructuring of the company's balance sheet and a sale of its
assets for $205 million in cash to Lowe's Companies, Inc., absent
higher and better offers.  In addition to the $205 million cash,
Lowe's has agreed to assume payables owed to nearly all of
Orchard's supplier partners.

Bankruptcy Judge Christopher S. Sontchi oversees the case.
Michael W. Fox signed the petitions as senior vice president and
general counsel.  The Debtors disclosed total assets of
$441,028,000 and total debts of $480,144,000.

Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington,
Delaware; and Richard A. Chesley, Esq., Chun I. Jang, Esq., and
Daniel M. Simon, Esq., at DLA Piper LLP (US), in Chicago,
Illinois, are the Debtors' counsel.  Moelis & Company LLC serves
as the Debtors' investment banker.  FTI Consulting, Inc., serves
as the Debtors' financial advisors.  A&G Realty Partners, LLC,
serves as the Debtors' real estate advisors.  BMC Group Inc. is
the Debtors' claims and noticing agent.


OSP GROUP: S&P Affirms 'B' CCR & 'B' Rating on $355MM Secured Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B'
corporate credit rating on New York City-based OSP Group Inc.  The
outlook is stable.

At the same time, S&P affirmed its 'B' issue-level rating with a
'3' recovery rating on the company's $355 million first-lien
secured term loan due 2020.  The '3' recovery rating indicates
S&P's expectation of meaningful (50% to 70%) recovery in the event
of a payment default.

S&P also affirmed its 'CCC+' issue-level rating with a '6'
recovery rating on the $105 million second-lien secured term loan,
also due 2020.  The '6' recovery rating indicates S&P's
expectation for negligible (0% to 10%) recovery of principal in
the event of a payment default.

According to the company, it will use the add-on to fund a
dividend to shareholders and to pay the fees and expenses related
to the transaction.

"The ratings on specialty apparel retailer OSP Group Inc. reflect
Standard & Poor's Ratings Services' view of the company's
"vulnerable" business risk profile and "aggressive" financial risk
profile," said credit analyst Kristina Koltunicki.  "OSP Group's
vulnerable business risk profile reflects its relatively small
size in the highly fragmented and competitive plus-size apparel
industry, good geographic diversity encompassing both domestic and
international markets, and high exposure to commodity cost
volatility."

The stable outlook reflects S&P's expectation that the company
will improve credit protection measures modestly over the next 12
months, as it grows revenues and manages operating costs.  S&P do
not expect the company to generate a significant amount of free
cash flow, which minimizes its potential for meaningful debt
reduction.  Although S&P expects some modest improvement in credit
protection measures, it believes the company will maintain an
aggressive financial risk profile over the next 12 months.  S&P
also incorporated its view of the possibility of additional debt-
financed dividends into the outlook.

S&P could lower its ratings if operating performance weakens,
leading to gross margin erosion of approximately 100 basis points
(bps) below its expectations and flat sales growth.  Under this
scenario, leverage would increase to about 5.5x, which would lead
to a revision of the company's financial risk profile to "highly
leveraged".  S&P could also lower the ratings if the company's
financial policies become more aggressive, such as through another
debt-financed dividend to its sponsors that would increase
leverage to a similar level.

"We could raise the rating if sales increase in the mid-single
digits and gross margin increases about 200 bps in the next 12
months.  This scenario could arise from an enhanced merchandise
offering that leads to an increase in sales ahead of our
projections.  This would allow the company to better leverage its
technology infrastructure, resulting in total debt to EBITDA in
the low-4x area.  An upgrade is also contingent on our
reassessment of the company's business risk profile to "weak",
which would depend on it demonstrating a longer track record of
stable profit generation," S&P said.


OVERSEAS SHIPHOLDING: SEC Probes Group's 'Tax Issue'
----------------------------------------------------
Law360 reported that Overseas Shipholding Group Inc. said that the
U.S. Securities and Exchange Commission has launched a probe of 13
years' worth of potentially faulty financial reporting, again
highlighting a "tax issue" that largely plunged the tanker company
into Chapter 11 protection in Delaware court.

According to the report, the agency slapped OSG with a subpoena on
August 1, seeking documents related to certain credit agreements
that the company entered between 2000 and October 2012, according
to a recent bankruptcy filing.

                   About Overseas Shipholding

Overseas Shipholding Group, Inc., headquartered in New York, is
one of the largest publicly traded tanker companies in the world,
engaged primarily in the ocean transportation of crude oil and
petroleum products.  OSG owns or operates 111 vessels that
transport oil and petroleum products throughout the world.

Overseas Shipholding Group and 180 affiliates filed voluntary
Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on
Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67
billion in liabilities.  Greylock Partners LLC Chief Executive
John Ray serves as chief reorganization officer.  James L.
Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb
Steen & Hamilton LLP serve as OSG's Chapter 11 counsel.  Derek C.
Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr.,
at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel.
Chilmark Partners LLC serves as financial adviser.  Kurtzman
Carson Consultants LLC is the claims and notice agent.

The Export-Import Bank of China, owed $312 million used for the
construction of five tankers, is represented by Louis R. Strubeck,
Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski
LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at
Fulbright & Jaworski in New York; and John Knight, Esq., and
Christopher Samis, Esq., at Richards Layton & Finger PA.  Chilmark
Partners, LLC serves as financial and restructuring advisor.

Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve
as co-counsel to the official committee of unsecured creditors.
FTI Consulting, Inc., is the financial advisor and Houlihan Lokey
Capital, Inc., is the investment banker.


PABELLON DE LA VICTORIA: Has Until Aug. 30 to File Plan
-------------------------------------------------------
The Hon. Edward A. Godoy of the U.S. Bankruptcy Court for the
District of Puerto Rico granted Pabellon De La Victoria Movimiento
Iglesias De Fe (MI FE) Inc. a 60-day extension, or until Aug. 30,
2013, to file a disclosure statement and plan of reorganization.

The Debtor was previously ordered to file the Disclosure Statement
and the Plan by June 15, 2013.

Gloria M. Justiniano, Esq., the attorney for the Debtor, said that
this isn't a small business case.  According to Ms. Justiniano,
the Debtor is working to complete negotiations with prospective
buyers Municipio de Hormigueros and Wal-Mart for the real property
of 12.564 cuerdas located at PR-2 Km 162.8, Hormigueros, Puerto
Rico.

"The Debtor is expecting to complete negotiation with key creditor
Banco Popular de Puerto Rico to lift the stay for the Estate's
properties that are not needed for the Debtor's reorganization,
and for the sale of Hormigueros property.  In order to file a
comprehensive Disclosure Statement and feasible a Plan of
Reorganization, the Debtor must complete the aforementioned
negotiations," Ms. Justiniano said.

Ms. Justiniano stated that the Debtor is working with relevant
data pertaining to the Debtor's properties and with claims
analysis and classification.

                 About Pabellon De La Victoria

Pabellon De La Victoria Movimiento Iglesias De Fe (MI FE) Inc.,
filed a Chapter 11 petition (Bankr. D.P.R. Case No. 12-08223) in
Ponce, Puerto Rico, on Oct. 16, 2012.  Bankruptcy Judge Edward A.
Godoy oversees the case.  Gloria M. Justiniano Irizarry, Esq., at
Justiniano's Law Office, in Mayaguez, Puerto Rico, serves as
counsel.  The Debtor estimated assets and debts of $10 million to
$50 million.  Banco Popular De Puerto Rico has $14 million in
unsecured claims.  The petition was signed by Evelyn Dominguez
Ramos, president.


PEREGRINE FINANCIAL: US Bank Says It Never Aided $215MM Fraud
-------------------------------------------------------------
Law360 reported that U.S. Bank NA pressed an Iowa federal court to
dismiss the U.S. Commodity Futures Trading Commission's case
accusing it of aiding now-bankrupt Peregrine Financial Group
Inc.'s misappropriation of $215 million in customer funds, arguing
it complied with all applicable rules.

According to the report, the CFTC contended that the bank allowed
former Peregrine CEO Russell Wasendorf Sr. to use customer funds
for his own purposes despite a legal requirement to keep those
funds separate from company funds.

The case is US Commodity Futures Trading Commission v. US Bank,
NA, Case No. 6:13-cv-02041 (N.D. Iowa), before Judge Linda R.
Reade.

                   About Peregrine Financial

Peregrine Financial Group Inc. filed to liquidate under Chapter 7
of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488)
on July 10, 2012, disclosing between $500 million and $1 billion
of assets, and between $100 million and $500 million of
liabilities.

Earlier that day, at the behest of the U.S. Commodity Futures
Trading Commission, a U.S. district judge appointed a receiver and
froze the firm's assets.  The firm put itself into bankruptcy
liquidation in Chicago later the same day.  The CFTC had sued
Peregrine, saying that more than $200 million of supposedly
segregated customer funds had been "misappropriated."  The CFTC
case is U.S. Commodity Futures Trading Commission v. Peregrine
Financial Group Inc., 12-cv-5383, U.S. District Court, Northern
District of Illinois (Chicago).

Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted
suicide outside a firm office in Cedar Falls, Iowa, on July 9.

The bankruptcy petition was signed in his place by Russell R.
Wasendorf Jr., the firm's chief operating officer. The resolution
stated that Wasendorf Jr. was given a power of attorney on July 3
to exercise if Wasendorf Sr. became incapacitated.

Peregrine Financial is the regulated unit of the brokerage
PFGBest.


PHH CORP: Fitch Rates New $300MM Senior Unsecured Notes 'BB'
------------------------------------------------------------
Fitch Ratings expects to assign a 'BB' rating to PHH Corporation's
proposed $300 million senior unsecured note issuance due 2021. The
proceeds from the issuance, along with unrestricted cash on hand,
will be used to tender $300 million of PHH's existing $450
million, 9.25% senior unsecured notes due March 2016 (2016 notes).

In addition, PHH expects to use available unrestricted cash on
hand to redeem $8 million in aggregate principal balance of
medium-term notes outstanding on the next payment date to occur on
Oct. 15, 2013. At the expected tender price of the 2016 notes,
PHH's total cash outlay will be approximately $61 million. As of
June 30, 2013, the company ended the quarter with approximately
$1.044 billion of unrestricted cash on hand.

Key Rating Drivers

The proposed note issuance does not affect PHH's long-term Issuer
Default Rating (IDR) of 'BB' as overall liquidity and leverage do
not change materially. In addition, the issuance is expected to
lower overall interest expense and further push out PHH's
unsecured bond maturities, which is viewed positively by Fitch.
Fitch believes PHH has sufficient liquidity to repay its upcoming
maturity of $250 million principal amount of 4% senior convertible
notes due September 2014.

Balance sheet leverage, as defined by total debt to tangible
equity, is expected to remain at 3.9x on a pro forma basis, based
on June 30, 2013 financial information. On the basis of Fitch Core
Capital, leverage is expected to remain at 8.8x. While PHH's
leverage is high on the basis of Fitch Core Capital, Fitch
believes this level is consistent with its current ratings.

Rating Sensitivities - Senior Notes

The rating of the senior notes is sensitive to the changes in the
IDR, as well as the level of coverage of available unencumbered
assets relative to outstanding unsecured debt of PHH.

Fitch expects to assign the following rating:

-- Senior unsecured debt at 'BB(exp)'.


PHH CORP: S&P Assigns 'BB-' Rating to $300MM Sr. Unsecured Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'BB-'
rating on PHH Corp.'s $300 million senior unsecured notes due in
2021.  The long-term issuer credit rating on PHH is 'BB-', and the
outlook is stable.

Management has stabilized PHH's funding profile, and the
$300 million issuance--part of which the company will use to pay
down debt due in 2016--buttresses the firm's liquidity position.
Dependence on wholesale funding for its mortgage servicing
business remains a limit to the rating, but management has
progressed toward establishing a long-term, laddered funding
profile that enables it to operate profitably.

PHH retains strong market positions in its two businesses
(residential mortgage origination/servicing and vehicle fleet-
management services).  The ratings on PHH also reflect the firm's
appropriate leverage and industry trends in mortgage servicing
that should strengthen the company's strategic position.  Its
exposure to the uncertain U.S. residential mortgage market,
limited flexibility in its mortgage-servicing asset funding,
government officials' heightened attention to mortgage origination
and servicing practices, and weak recent generally accepted
accounting principles earnings limit the rating.

S&P believes that increased servicing income should at least
partially offset the decrease in origination volumes that would
likely accompany a rise in interest rates--though the increase in
servicing income may occur more slowly than decreases in
origination volumes.

RATINGS LIST

PHH Corp.
Issuer Credit Rating           BB-/Stable/B

New Rating

PHH Corp.
Senior Unsecured
  $300 mil notes due in 2021    BB-


PLAYA RESORTS: S&P Revises Rating on $400MM Sr. Facility to 'BB-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its preliminary
recovery rating on borrower Playa Resorts Holding B.V.'s proposed
$400 million senior secured credit facility to '1', reflecting
S&P's expectation for very high (90% to 100%) recovery for lenders
in the event of a payment default, from '2' (70% to 90% recovery
expectation).  The credit facility consists of a $25 million
revolver due 2018 and a $375 million term loan due 2019, which was
upsized by $25 million.  S&P subsequently raised its preliminary
issue-level rating on these facilities to 'BB-' from 'B+', in
accordance with S&P's notching criteria.

At the same time, S&P revised its preliminary recovery rating on
the company's proposed $300 million senior unsecured notes due
2020 to '5', reflecting S&P's expectation for modest (10% to 30%)
recovery for lenders, from '4' (30% to 50% recovery expectation).
S&P subsequently lowered its preliminary issue-level rating on the
notes to 'B-' from 'B'.

The 'B' preliminary corporate credit rating remains unchanged.
The outlook is stable.

Playa has modified its lending agreements to subordinate
guarantees provided to noteholders from subsidiaries that own
unpledged resorts in the Dominican Republic and Jamaica, placing
bank lenders in a priority position regarding the value of these
assets.  As a result, senior secured bank lenders are now in a
priority position for all resorts in Playa's portfolio, resulting
in higher recovery prospects for senior secured lenders,
notwithstanding the modest upsizing of the term loan.  Conversely,
note holders are now subordinated with regard to the unpledged
resort value, resulting in lower recovery prospects for them.

RATINGS LIST

Playa Hotels & Resorts B.V.
Corporate Credit Rating        B (prelim)/Stable/--

Recovery Rating Revised; Issue-Level Rating Raised
                                To                 From
Playa Resorts Holding B.V.
Senior Secured
  $25M revolver due 2018        BB- (prelim)       B+ (prelim)
   Recovery Rating              1 (prelim)         2 (prelim)
  $375M term loan due 2019      BB- (prelim)       B+ (prelim)
   Recovery Rating              1 (prelim)         2 (prelim)

Recovery Rating Revised; Issue-Level Rating Lowered
                                To                 From
Playa Resorts Holding B.V.
Senior Unsecured
  $300M notes due 2020          B- (prelim)        B (prelim)
   Recovery Rating              5 (prelim)         4 (prelim)


POINT CENTER: Thomas Seaman Appointed as Chapter 11 Trustee
-----------------------------------------------------------
Thomas Seaman, CFA, is appointed as trustee in the Chapter 11 case
of Point Center Financial, Inc., after the Official Committee of
Unsecured Creditors complained that Danny Joe Harkey, the Debtor's
sole shareholder and president, has proven to be wholly incapable
of exercising the duties of a proper judiciary.

The Committee complained that in a civil action by certain of the
Debtor's investors, the jury recently entered a verdict finding by
clear and convincing evidence that the Debtor and Mr. Harkey
breached their fiduciary duties to their investors acting with
malice, oppression or fraud.  The jury further found that Mr.
Harkey committed elder abuse and appropriated the plaintiff's
property for a wrongful use, with the intent to defraud, or by
undue influence.  In addition to an award of actual damages of $9
million, the jury imposed punitive damages against Mr. Harkey in
the amount of $1,001,763.  The jury also awarded punitive damages
against the Debtor in the amount of $1,001,763.

The Committee added that the Debtor -- at Mr. Harkey's direction -
- has engaged in a systematic liquidation of the Debtor's assets
for Mr. Harkey's beneft and to the Estate's detriment.  A Court-
appointed examiner recently found that Mr. Harkey had created an
entity to succeed the Debtor, known as CalComm Capital, Inc., and
the examiner's report expressed as a concern that the Debtor's
business opportunities were being diverted to CalComm.

The Committee added that the Estate holds several bona-fide claims
to recover fraudulent and preferential transfers from Mr. Harkey
and his insiders, but that the Debtor is unlikely to prosecute
those actions.

Mr. Seaman is a Chartered Financial qualified to serve as Trustee
or Receiver and the principal and sole shareholder of Thomas
Seaman Company.  Mr. Seaman assured the Court that he and his firm
are "disinterested persons" within the meaning of Section 101(14)
of the Bankruptcy Code.

Peter C. Anderson, U.S. Trustee, who named Mr. Seaman as Chapter
11 Trustee at the Court's directive, is represented by Frank
Cadigan -- Frank.Cadigan@usdoj.gov -- Assistant U.S. Trustee, in
Santa Ana, California.

The Committee is represented by Richard A. Marshack, Esq., and
Kristine A. Thagard, Esq., at MARSHACK HAYS LLP, in Irvine,
California.

                        About Point Center

Point Center Financial, Inc., a hard money lender, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-11495) in Santa
Ana, California, on Feb. 19, 2013.  The Debtor disclosed
$109,257,545 in assets and $54,566,116 in liabilities as of the
Chapter 11 filing.

The Company claims to have a long track record of success in
originating and servicing loans from hundreds of investors.
Unfortunately, due to the historic collapse of the economy
beginning in about 2007, the Debtor, no different than many other
similar enterprises in real estate, has fallen on hard times.

From a high of about 130 performing loans with a total combined
face value of over $450 million in 2006, only 8 loans are now
performing.  There were a total of only four foreclosed properties
("REOs") as of 2006.  In comparison, between 2007 and 2012, there
were 60 foreclosure sales.

The result left the Debtor saddled with large secured liabilities
to PMB, which has a blanket lien on all of the Debtor's assets in
excess of $9 million, secured by the Debtor's primary asset of
loan servicing and management fees received from secured loans and
properties that have been taken back through foreclosure.

The MA Creditors are represented by Mary L. Fickel, Esq., at
Fickel & Davis.

The Official Committee of Unsecured Creditors is represented by
Marshack Hays LLP.


POINT CENTER: Can Employ Jeffrey Bernice as Special Counsel
-----------------------------------------------------------
The U.S. Bankruptcy for the Central District of California
authorized Point Center Financial, Inc., to employ the Law Office
of Jeffrey Bernice as special litigation counsel.

The Debtor requires the services of the Firm to represent the
Debtor in these litigation matters:

      1. Lloyd Charton et al. v. National Financial Lending, LLC,
         Point Center Financial, Inc., Dan J. Harkey and Diane
         Harkey (consolidated with Point Center v. Cash);

      2. Point Center Financial, Inc. v. First American Title
         Corp. et al.;

      3. Point Center Financial, Inc. v. The Preserve, LLC et al.;

      4. The Preserve, LLC v. Point Center Finanicial, Inc et al.;

      5. Allameh v. Point Center Financial, Inc.;

      6. Brewer et al. v. Point Center Financial Court of Appeal;

      7. Point Center Financial, Inc, v. Cash et al.;

      8. Point Center Financial, Inc. v. Tatum, et al.; and

      9. Point Center Financial, Inc. v. Deep Canyon Holdings, et
         al.

The Firm will be paid at these hourly rates:

         Jeffrey Benice         $495
         William R. Cumming     $250
         Bernard C. Jasper      $250
         Glenn Horan            $250

                        About Point Center

Point Center Financial, Inc., a hard money lender, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-11495) in Santa
Ana, California, on Feb. 19, 2013.  The Debtor disclosed
$109,257,545 in assets and $54,566,116 in liabilities as of the
Chapter 11 filing.

The Company claims to have a long track record of success in
originating and servicing loans from hundreds of investors.
Unfortunately, due to the historic collapse of the economy
beginning in about 2007, the Debtor, no different than many other
similar enterprises in real estate, has fallen on hard times.

From a high of about 130 performing loans with a total combined
face value of over $450 million in 2006, only 8 loans are now
performing.  There were a total of only four foreclosed properties
("REOs") as of 2006.  In comparison, between 2007 and 2012, there
were 60 foreclosure sales.

The result left the Debtor saddled with large secured liabilities
to PMB, which has a blanket lien on all of the Debtor's assets in
excess of $9 million, secured by the Debtor's primary asset of
loan servicing and management fees received from secured loans and
properties that have been taken back through foreclosure.

The MA Creditors are represented by Mary L. Fickel, Esq., at
Fickel & Davis.

The Official Committee of Unsecured Creditors is represented by
Marshack Hays LLP.


POINT CENTER: Has Court OK to Employ Robertson & Olsen as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
authorized Point Center Financial, Inc., to employ Robertson
Olsen, LLP, as special bankruptcy counsel.

The Debtor requires the services of the Firm to render
professional services where the Debtor is plaintiff and acts as a
manager for various post-foreclosure LLCs in trying to get the
tenants in common to execute grant deeds from the TICs to the LLCs
and papers consenting to join the LLCs and related litigation
against the TICs.  Defendants entered into a written contract with
the Debtor wherein the defendants agreed to transfer, upon request
by the Debtor, their respective fractional fee interest in a
parcel of real property to a LLC formed by the Debtor, in exchange
for membership interests in the LLC.  After defendants breached
their written contracts with the Debtor, the Debtor filed lawsuits
to recover damages for the breach as well as to enforce the terms
of their agreements against the defendants.  The Debtor said that
this was necessary to clean up title and allow the LLCs to market
and sell a particular property owned by an LLC.  The Debtor may
need to file similar litigation matters in the future.

The Firm will be paid $225 to $415 per hour for its services.

                        About Point Center

Point Center Financial, Inc., a hard money lender, filed a
Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-11495) in Santa
Ana, California, on Feb. 19, 2013.  The Debtor disclosed
$109,257,545 in assets and $54,566,116 in liabilities as of the
Chapter 11 filing.

The Company claims to have a long track record of success in
originating and servicing loans from hundreds of investors.
Unfortunately, due to the historic collapse of the economy
beginning in about 2007, the Debtor, no different than many other
similar enterprises in real estate, has fallen on hard times.

From a high of about 130 performing loans with a total combined
face value of over $450 million in 2006, only 8 loans are now
performing.  There were a total of only four foreclosed properties
("REOs") as of 2006.  In comparison, between 2007 and 2012, there
were 60 foreclosure sales.

The result left the Debtor saddled with large secured liabilities
to PMB, which has a blanket lien on all of the Debtor's assets in
excess of $9 million, secured by the Debtor's primary asset of
loan servicing and management fees received from secured loans and
properties that have been taken back through foreclosure.

The MA Creditors are represented by Mary L. Fickel, Esq., at
Fickel & Davis.

The Official Committee of Unsecured Creditors is represented by
Marshack Hays LLP.


REALOGY CORP: Files Form 10-Q, Posts $86MM Net Income in Q2
-----------------------------------------------------------
Realogy Holdings Corp. and Realogy Group LLC filed with the U.S.
Securities and Exchange Commission their quarterly report
disclosing net income of $86 million on $1.53 billion of net
revenues for the three months ended June 30, 2013, as compared
with a net loss of $24 million on $1.30 billion of net revenues
for the same period during the prior year.

For the six months ended June 30, 2013, the Company reported net
income of $12 million on $2.49 billion of net revenues, as
compared with a net loss of $216 million on $2.18 billion of net
revenues for the same period a year ago.

As of June 30, 2013, the Company had $7.29 billion in total
assets, $5.75 billion in total liabilities and $1.54 billion in
total equity.

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

                        http://is.gd/kVMpHN

                         About Realogy Corp.

Realogy Corp. -- http://www.realogy.com/-- a global provider of
real estate and relocation services with a diversified business
model that includes real estate franchising, brokerage, relocation
and title services.  Realogy's world-renowned brands and business
units include Better Homes and Gardens Real Estate, CENTURY 21,
Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group,
ERA, Sotheby's International Realty, NRT LLC, Cartus and Title
Resource Group.  Collectively, Realogy's franchise systems have
around 15,000 offices and 270,000 sales associates doing business
in 92 countries around the world.

Headquartered in Parsippany, N.J., Realogy is owned by affiliates
of Apollo Management, L.P., a leading private equity and capital
markets investor.  Realogy fully supports the principles of the
Fair Housing Act.

Realogy Holdings Corp. and Realogy Group LLC reported a net loss
attributable to the Companies of $543 million on $4.67 billion of
net revenues for the year ended Dec. 31, 2012.  Realogy Holdings
and Realogy Group incurred a net loss of $441 million on $4.09
billion of net revenues in 2011, following a net loss of $99
million on $4.09 billion of net revenues for 2010.

                        Bankruptcy Warning

"Our ability to make scheduled payments or to refinance our debt
obligations depends on our financial and operating performance,
which is subject to prevailing economic and competitive conditions
and to certain financial, business and other factors beyond our
control.  We cannot assure you that we will maintain a level of
cash flows from operating activities and from drawings on our
revolving credit facilities sufficient to permit us to pay the
principal, premium, if any, and interest on our indebtedness or
meet our operating expenses.

If our cash flows and capital resources are insufficient to fund
our debt service obligations, we may be forced to reduce or delay
capital expenditures, sell assets or operations, seek additional
debt or equity capital or restructure or refinance our
indebtedness.  We cannot assure you that we would be able to take
any of these actions, that these actions would be successful and
permit us to meet our scheduled debt service obligations or that
these actions would be permitted under the terms of our existing
or future debt agreements.

If we cannot make scheduled payments on our debt, we will be in
default and, as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under our senior secured credit facility could
     terminate their commitments to lend us money and foreclose
     against the assets securing their borrowings; and

   * we could be forced into bankruptcy or liquidation," the
     Company said in its annual report for the period ended
     Dec. 31, 2012.

                           *     *     *

As reported by the TCR on Aug. 1, 2013, Moody's Investors Service
upgraded the corporate family rating to B2.  The upgrade to B2 CFR
is driven by expectations for ongoing strong financial
performance, supported by Realogy's recently-concluded
debt and equity financing activities and a continuing recovery in
the US existing home sale market.

As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings
Services raised its corporate credit rating on Realogy Corp. to
'B+' from 'B'.

"The one notch upgrade in the corporate credit rating to 'B+'
reflects an increase in our expectation for operating performance
at Realogy in 2013, and S&P's expectation that total lease
adjusted debt to EBITDA will improve to the low-6x area and funds
from operations (FFO) to total adjusted debt will be improve to
the high-single-digits percentage area in 2013, mostly due to
EBITDA growth in the low- to mid-teens percentage area in 2013,"
S&P said.


RESIDENTIAL CAPITAL: Credit Union Plan Outline Objection Filed
--------------------------------------------------------------
BankruptcyData reported that the National Credit Union
Administration Board (NCUAB) filed with the U.S. Bankruptcy Court
an objection to Residential Capital's Disclosure Statement.

The NCUAB asserts, "On a range of issues, the Disclosure Statement
falls short of the standards required by Section 1125 of the
Bankruptcy Code (11 U.S.C. ? 1125) to enable NCUAB to understand
the treatment of its Claims under the Joint Chapter 11 Plan
proposed by Debtors and the Official Committee of Unsecured
Creditors (the 'Proposed Plan' or 'Plan'). Likewise, the
Disclosure Statement fails to provide a full explanation of the
terms in the Proposed Plan that would grant broad, nonconsensual
third party releases to nondebtor Ally Financial, Inc., and its
affiliates (collectively, 'Ally'), parties against which NCUAB has
unexpired securities claims, and contains a draconian judgment
reduction term with respect to claims against other nondebtors and
non-affiliates. A full explanation about the Proposed Plan is
critically important to NCUAB and other creditors who had no role
in shaping an agreement that, if confirmed, would compromise their
claims and extinguish their rights. Under these circumstances, the
Code requires a greater level of disclosure than Debtors have
provided."

                     About Residential Capital

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

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

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

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

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

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

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

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


REVSTONE INDUSTRIES: Rust Omni Tapped for Administrative Services
-----------------------------------------------------------------
Metavation, LLC, seeks approval from the Bankruptcy Court to
employ Rust Consulting/Omni Bankruptcy to provide administrative
services to the Debtor which services include:

   (a) assisting the Debtor in analyzing claims filed against its
       estate;

   (b) assisting with the preparation of the Debtor's schedules of
       assets and liabilities and statement of financial affairs;

   (c) tabulating votes and performing subscription services as
       may be requested or required in connection with any and all
       Chapter 11 plans that may be filed by the Debtor and
       providing ballot reports and related balloting and
       tabulation services to the Debtor and its professionals;

   (d) generating an official ballot certification and testifying,
       if necessary, in support of the ballot tabulation results;
       and

   (e) performing other administrative services as may be
       requested by the Debtor.

"The size and complexity of the Debtor's business will make
preparation of Schedules administratively burdensome to the
Debtor's employees who are also actively engaged in continuing the
Debtor's ordinary course business," says John C. DiDonato,
chief restructuring officer of Metavation.

The Debtor will pay Rust Omni at the firm's normal hourly rates:

   Clerical Support                $25.00-$45.00 per hour
   Project Specialists             $57.50-$75.00 per hour
   Project Supervisors             $75.00-$95.00 per hour
   Consultants                     $95.00-$125.00 per hour
   Technology/Programming         $100.00-$157.50 per hour
   Senior Consultants             $140.00-$175.00 per hour

Paul H. Deutch, executive managing director of Rust Omni,
assures the Court that his firm is a "disinterested person," as
that term is defined in Section 101(14) of the Bankruptcy Code.

   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: Rust Omni Okayed as Metavation Claims Agent
----------------------------------------------------------------
Metavation, LLC, sought and obtained permission from the
Bankruptcy Court to employ Rust Consulting/Omni Bankruptcy as its
claims and noticing agent to assume full responsibility for the
distribution of notices and the maintenance, processing and
docketing of proofs of claim filed in the Debtor's case.  The
Debtor believes that the retention of Rust Omni as Claims and
Noticing Agent will expedite service of Bankruptcy Rule 2002
notices, streamline the claims administration process, and permit
the Debtor to focus on its reorganization efforts.

The Debtor will pay Rust Omni at the firm's normal hourly rates:

   Clerical Support                $25.00-$45.00 per hour
   Project Specialists             $57.50-$75.00 per hour
   Project Supervisors             $75.00-$95.00 per hour
   Consultants                     $95.00-$125.00 per hour
   Technology/Programming         $100.00-$157.50 per hour
   Senior Consultants             $140.00-$175.00 per hour

The Debtor will also reimburse Rust Omni for its out-of-pocket
expenses.

Paul H. Deutch, executive managing director of Rust
Consulting/Omni Bankruptcy, assures the Court that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

            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.


ROGERS BANCSHARES: U.S. Trustee Appoints 4-Member Creditors Panel
-----------------------------------------------------------------
Nancy J. Gargula, the U.S. Trustee for Region 10, appointed four
members to the official committee of unsecured creditors in the
Chapter 11 cases of Rogers Bancshares Inc.

The Creditors Committee members are:

      1. Alesco Preferred Funding VII, Ltd.
         Alesco Preferred Funding VIII, Ltd.
         c/o Cohen & Company Financial Management, LLC
         as Collateral Manager,
         Attention: Peter Addei
         2929 Arch Street, 17th Floor
         Philadelphia, PA 19104-2870
         Tel: (215) 701-9616
         Fax: (215) 701-8282
         Email: paddei@ifmi.com

      2. U.S. Bank N.A.
         as Trustee for Rogers Bancshares Statutory Trust I
         Attention: James H. Byrnes
         One Federal Street 3rd Floor
         Boston, MA 02110
         Tel: (617) 603-6442
         Fax: (617) 603-6640
         Email: james.byrnes@usbank.com

      3. The Bank of New York Mellon Trust Company, N.A.
         As Successor Trustee to JPMorgan Chase Bank
         National Association
         Attention: Donna J. Parisi
         6525 West Campus Oval, Suite 200
         New Albany, OH 43054
         Tel: (614) 775-5279
         Fax: (614) 775-5636
         Email: donna.parisi@bnymellon.com

      4. Alesco Preferred Funding XV, Ltd.
         through its Collateral Manager ATP Management LLC
         on behalf of Rogers Statutory Trust II
         Attention: Morgan J. McClure
         Fortress Investment Group
         3290 Northwide Parkway NW Suite 350
         Atlanta, GA 30327
         Tel: (404) 264-4780

Rogers filed for Chapter 11 relief (Bankr. E.D. Ark. Case No. 13-
bk-13838) on July 5 in Little Rock.  Rogers owes $41.3 million on
three issues of junior subordinated debentures and $39.6 million
on four issues of preferred stock.


ROGERS BANCSHARES: Panel May Retain Hunton & Williams as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Rogers Bancshares
Inc. sought and obtained approval from the U.S. Bankruptcy Court
to employ Hunton & Williams LLP as its counsel.

     Professional                  Rates
     ------------                  -----
     Partners and Counsel       $450 to $770 per hour
     Associates                 $250 to $340 per hour
     Paralegal/Support Staff    $160 per hour

Rogers filed for Chapter 11 relief (Bankr. E.D. Ark. Case No. 13-
bk-13838) on July 5 in Little Rock.  Rogers owes $41.3 million on
three issues of junior subordinated debentures and $39.6 million
on four issues of preferred stock.

The Official Committee of Unsecured Creditors has hired Hunton &
Williams LLP and James F. Dowden PA as counsel; and Carl Marks
Advisory Group LLC as financial advisors.


ROGERS BANCSHARES: Carl Marks Okayed as Committee's Fin'l Advisors
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Rogers Bancshares
Inc. sought and obtained approval from the U.S. Bankruptcy Court
to employ Carl Marks Advisory Group LLC as financial advisors.

The firm will, among other things, provide these services:

   a. analyze the current financial position of the Debtor;

   b. analyze the Debtor's business plans, cash flow projections,
      restructuring programs, and other reports or analyses
      prepared by the Debtor or its professionals in order to
      advise the Committee on the viability of the continuing
      operations and the reasonableness of projections and
      underlying assumptions; and

   c. analyze the financial ramifications of proposed transactions
      by the Debtor, including, but not limited to, cash
      management, assumption/rejection of contracts, asset sales,
      management compensation and/or retention and severance
      plans.

To the best of the Committee's knowledge, Carl Marks is a
"disinterested person" as that term is defined in section 101(14)
of the Bankruptcy Code.

The firm's rates are:

     Professional                           Rates
     ------------                           -----
     Partners                          $750 per hour
     Managing Directors                $625 per hour
     Directors / Vice Presidents       $575 per hour
     Associates                        $475 per hour
     Analysts                          $375 per hour

Rogers filed for Chapter 11 relief (Bankr. E.D. Ark. Case No.
13-13838) on July 5 in Little Rock.  Rogers owes $41.3 million on
three issues of junior subordinated debentures and $39.6 million
on four issues of preferred stock.

Proposed Counsel for the Official Committee of Unsecured Creditors
can be reached at:

         James F. Dowden, Esq.
         James F. Dowden, P.A.
         212 Center Street, Tenth Floor
         Little Rock, AR 72201
         Tel: (501) 324-4700
         Fax: (501) 374-5463
         E-mail: jfdowden@gmail.com
                 jfdowden@swbell.net

              - and -

         Tyler P. Brown, Esq.
         Jason W. Harbour, Esq.
         Henry P. (Toby) Long, III
         HUNTON & WILLIAMS LLP
         Riverfront Plaza, East Tower
         951 East Byrd Street
         Richmond, VA 23219
         Tel: (804) 788-8674
         Fax: (804) 788-8218
         E-mail: tpbrown@hunton.com
                 jharbour@hunton.com
                 hlong@hunton.com


ROGERS BANCSHARES: Panel Can Hire Dowden as Local Counsel
---------------------------------------------------------
The Official Committee of Unsecured Creditors of Rogers Bancshares
Inc. sought and obtained approval from the U.S. Bankruptcy Court
to employ James F. Dowden PA as local counsel.  The firm's rate is
$290 per hour.

Rogers filed for Chapter 11 relief (Bankr. E.D. Ark. Case No.
13-13838) on July 5 in Little Rock.  Rogers owes $41.3 million on
three issues of junior subordinated debentures and $39.6 million
on four issues of preferred stock.

The Official Committee of Unsecured Creditors has hired Hunton &
Williams LLP and James F. Dowden PA as counsel; and Carl Marks
Advisory Group LLC as financial advisors.


ROTECH HEALTHCARE: Wants Exclusive Periods Extended
---------------------------------------------------
Rotech Healthcare Inc. and its debtor affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend their
exclusive periods to file a chapter 11 plan through and including
Dec. 4, 2013, and to solicit acceptances of that plan through and
including Feb. 2, 2014.

According to the Debtors' counsel, Travis G. Buchanan, Esq., at
Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, the
additional time will be used to confirm their Chapter 11 Plan.
Termination of the exclusivity would adversely impact the Debtors'
efforts to realize reorganization, Mr. Buchanan asserts.

The Debtors are also represented by James L. Patton, Jr., Esq.,
Robert S. Brady, Esq., and Joseph M. Barry, Esq., at YOUNG CONAWAY
STARGATT & TAYLOR, LLP, in Wilmington, Delaware; and Martin J.
Bienenstock, Esq., Geoffrey T. Raicht, Esq., and Vincent
Indelicato, Esq., at PROSKAUER ROSE LLP, in New York.

A hearing on the Debtors' request will be on Sept. 19, 2013, at
11:00 a.m. (ET).  Objections are due Aug. 20.

                      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.


RUE21 INC: S&P Assigns 'B-' CCR & Rates $533MM Term Loan 'B-'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned a 'B-'
corporate credit rating to rue21 inc.  The outlook is stable.  At
the same time, S&P assigned a 'B-' issue-level rating to the
company's $533 million term loan B due 2020 with a '4' recovery
rating.  The '4' recovery rating indicates S&P's expectation of
average (30% to 50%) recovery of principal in the event of a
payment default.  Rhodes Merger Sub Inc. is the borrower of this
term loan.

"The rating on rue21 reflects our assessment of its "weak"
business risk profile and "highly leveraged" financial risk
profile.  The business risk profile reflects its participation in
the highly competitive and widely fragmented specialty apparel
retail sector," said credit analyst David Kuntz.  "It also
incorporates our opinion that the company has a broadly
diversified geographic footprint with limited concentration in any
one region of the U.S.  In our view, the company's value
proposition resonates well with consumers given the weak economic
recovery."

The stable outlook reflects S&P's view that rue21'sliquidity will
remain adequate over the next year.  S&P forecasts the addition of
new stores will bolster revenue growth, but lower margins because
of markdown activity and negative operating leverage will offset
these gains.  The outlook also incorporates S&P's view that credit
metrics will remain relatively unchanged over the next few
quarters with leverage around 8x and interest coverage of about
2x.  These ratios are commensurate with a "highly leveraged"
financial risk profile.  S&P expects that there will be little
debt repayment besides what is required under the mandatory
amortization.

S&P could lower the rating if further merchandise missteps or weak
demand erode margins meaningfully from current levels.  Under this
scenario, same-store sales would be down in the high-single digits
and margins would be about 200 basis points below S&P's forecast.
The company's free operating cash flow would be moderately
negative and it would borrow under its revolving credit facility
to cover these shortfalls.  This would result in interest coverage
at about 1.0x over the next 12 months and a reassessment of the
company's liquidity profile to "less than adequate."

Although unlikely in the next year, S&P could raise the rating if
the company is able to realize a meaningful increase in same-store
sales, strengthen its merchandising (which would reduce
promotional activity), and manage its substantial new store
growth.  Under this scenario, same-store sales would increase in
the mid-single digits with margins about 150 basis points ahead of
S&P's forecast.  At that time, leverage would be below 6.0x.


ROSELAND VILLAGE: Files New Version of 2nd Amended Plan Outline
---------------------------------------------------------------
Creditor Miller and Smith Advisory Group, LLC, filed with the
Bankruptcy Court a July 12, 2013 version of its Second Amended
Disclosure Statement explaining the Plan of Roseland Village, LLC
and G.B.S. Holdings, Ltd.

As previously reported by The Troubled Company Reporter, the
Miller and Smith Plan contemplates the development of Roseland
Development as a single planned community.  Holders of Secured
Claims have three options for payment of their allowed claims,
which payment schemes propose 40-100% recovery.  Holders of
General Unsecured Claims, on the other hand, have two options for
payment of their allowed claims, which payment options propose a
25-100% recovery.  A full-text copy of Miller and Smith's Second
Amended Disclosure Statement, dated July 12, 2013, is available
for free at http://bankrupt.com/misc/ROSELAND_2ndDSJul12.PDF

The Miller and Smith Plan is one of the competing plans for
Roseland Village to be considered by a Virginia bankruptcy court
for confirmation in October.  The second competing plan is
proposed by the Debtors.

                        About GBS Holding

Based in Midlothian, Virginia, G.B.S. Holding, Ltd., filed for
Chapter 11 (Bankr. E.D. Va. Case No. 11-33708) on June 3, 2011.
Chief Judge Douglas O. Tice Jr. presides over the case. Bruce E.
Arkema, Esq., and Kevin J. Funk, Esq., at DurretteCrump PLC, serve
as the Debtor's bankruptcy counsel.  G.B.S. disclosed $42,950,000
in assets and $38,208,142 in liabilities as of the Chapter 11
filing.  The petition was signed by George B. Sowers, Jr.,
president, who serves as G.B.S.'s designee pursuant to a court
order.

Affiliate Roseland Village, LLC, filed for Chapter 11 (Bankr. E.D.
Va. Case No. 11-30223) on Jan. 13, 2011. G.B.S. Holding, Ltd.,
owns 50% of Roseland Village, LLC.  DurretteCrump also represents
Roseland Village.

Roseland Village and GBS jointly own 1,288+/- acres adjoining each
other that are jointly part of a larger assemblage of land, known
as Roseland, which has been given approval from Chesterfield
County as a Master Planned Development consisting of more than 1.5
million square feet of commercial space and more than 5,600
housing units.  Roseland consists of 29 separate parcels that were
acquired over a nine-year period.  The property is located south
of Route 288 at its intersection with Woolridge Road.  Development
of the assembled parcel will take place in some cases without
regard to the property lines of the original 29 parcels that
comprise the land titled to GBS and Roseland Village.


RURAL/METRO CORP: $75MM DIP Loan Gets Interim OK
------------------------------------------------
Law360 reported that bankrupt ambulance company Rural/Metro Corp.
won interim approval of a $75 million postpetition loan the
private equity-owned firm hopes will transport it through Chapter
11 as it tries to restructure more than $700 million in debt by
year's end under a negotiated deal with creditors.

According to the report, with the interim approval signed by U.S.
Bankruptcy Judge Kevin J. Carey, Rural/Metro will have access to
$40 million of the debtor-in-possession credit facility from a
group of prepeition lenders led by Credit Suisse AG.

                        DIP Financing Motion

BankruptcyData reported that the Rural/Metro filed with the U.S.
Bankruptcy Court a motion for entry of interim and final orders
(i) authorizing the Debtors (a) to obtain post-petition secured
financing and (b) to utilize cash collateral, (ii) granting
adequate protection to pre-petition first lien secured parties and
(iii) scheduling a final hearing pursuant to Bankruptcy Rules
4001(b) and (c).

Rural/Metro's previously-announced agreement-in-principle with the
majority of its senior lenders and approximately two-thirds of its
bondholders includes a significant cash investment from
bondholders. This pre-negotiated restructuring agreement is
designed to comprehensively address the Company's capital
expenditure needs. The Company has arranged for $75 million in
debtor-in-possession financing from certain of its secured
lenders, of which $40 million will be made available upon the
entry of the interim order. Credit Suisse AG will act as
administrative agent and collateral agent. In connection with the
D.I.P. Facility, upon entry of the interim order, the D.I.P.
administrative agent will provide a facility of up to $15 million,
and after the final order entry date, a facility up to $30
million. D.I.P. loans will bear interest, at the option of the
borrower, at one of the following rates: (i) the applicable rate
(8.50% per annum in the case of ABR loans or 9.50% per annum in
the case of Eurocurrency loans); (ii) the applicable rate plus the
adjusted LIBO rate provided that the LIBO rate with respect to
D.I.P. loans will at no time be less than 1.50% per annum.

The motion explains, "Several compelling reasons justify approval
of the DIP Facility. First, the DIP Facility is the best offer to
emerge from extensive negotiations and a competitive process, and
has left the Debtors with the most favorable terms under the
circumstances. Second, the terms of the DIP facility are
reasonable and provide the Debtors with the necessary flexibility
to operate and emerge from these Chapter 11 cases. For example,
the DIP facility includes favorable pricing terms, reasonable
adequate protection measures for the Prepetition First Lien
Secured Parties' interests and reasonable fees for the DIP
lender's professionals. Third, the DIP facility is the first step
in the implementation of the intended consensual balance sheet
restructuring and the vast majority of the Debtors' capital
structure supports the relief requested herein pursuant to the
terms of the Restructuring Support Agreement."

                         About Rural/Metro

Headquartered in Scottsdale, Arizona, Rural/Metro Corporation --
http://www.ruralmetro.com-- is a national provider of 911-
emergency and non-emergency interfacility ambulance services and
private fire protection services, operating in 21 states and
nearly 700 communities.

Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection
on Aug. 4, 2013, before the U.S. Bankruptcy Court for the District
of Delaware.

The Debtors' lead bankruptcy counsel are Matthew A. Feldman, Esq.,
Rachel C. Strickland, Esq., and Daniel Forman, Esq., at WILLKIE
FARR & GALLAGHER LLP, in New York.  Maris J. Kandestin, Esq., and
Edmon L. Morton, Esq., at YOUNG, CONAWAY, STARGATT & TAYLOR, LLP,
in Wilmington, Delaware, serve as the Debtors' local Delaware
counsel.

Alvarez & Marsal Healthcare Industry Group, LLC, and FTI
Consulting, Inc., are the Debtors' financial advisors, while
Freres & Co. L.L.C. is their investment banker.

Donlin, Recano & Company, Inc., is the Debtors' claims and
noticing agent.


SAN BERNARDINO, CA: Workers Withdraw Challenge to Bankruptcy
------------------------------------------------------------
Karen Gullo, writing for Bloomberg News, reported that the San
Bernardino Public Employees Association withdrew its objection to
the city's eligibility for bankruptcy protection while the city
dropped its effort to reject collective bargaining agreements with
the union.

According to the report, the agreement leaves the California
Public Employees' Retirement System as the sole challenger to the
city's effort to declare bankruptcy.

San Bernardino and the union reached a tentative agreement over
the terms and conditions of the workers' employment on July 31,
according to a filing in U.S. Bankruptcy Court in Riverside,
California, the report said.  Under the accord, the union dropped
its opposition to the bankruptcy and the city withdrew a request
with the court to reject bargaining agreements, according to the
filing.

Calpers contends San Bernardino doesn't qualify for bankruptcy
protection because, after a year in bankruptcy court, there is
"not even a glimmer of a plan to reorganize its finances," it said
in an Aug. 2 filing.

Calpers wants the city to make up missed payments.

                   About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SAN BERNARDINO, CA: CalPERS Pushes Court to Kill Bankruptcy
-----------------------------------------------------------
Law360 reported that the California Public Employees' Retirement
System asked a federal judge to stop San Bernardino, Calif., from
proceeding with its municipal bankruptcy, arguing that the city's
failure to plan should bar it from insolvency protection.

The city should not be allowed to turn to bankruptcy court after
it repeatedly ignored warnings of mismanagement and failed to stop
runaway spending, CalPERS, a state pension fund, said in a written
filing to U.S. Bankruptcy Judge Meredith A. Jury, the report
related.

                   About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.


SEVEN COUNTIES: Cash Collateral Hearing Continued to Sept. 10
-------------------------------------------------------------
The status hearing on Seven Counties Services, Inc.'s motion to
use cash collateral and provide adequate protection will be
continued to Sept. 10, 2013, at 10:00 AM (Eastern Time), before
Judge Joan A. Lloyd of the U.S. Bankruptcy Court for the Western
District of Kentucky, Louisville Division.

The Debtor seeks authority to use the cash collateral of Fifth
Third Bank.

As adequate protection for the Debtor's continued use of cash
collateral, Fifth Third is granted (i) a valid, enforceable,
attached, and automatically perfected first priority assignment of
and security interest in and lien on all of the existing and
hereafter acquired right, title, and interest of the Debtor in and
to the Cash Collateral and post-petition accounts receivable
solely for the Fourth Interim Period and only to the same extent
Fifth Third held valid, enforceable, and perfected security
interests in the Cash Collateral prior to the Petition Date; and
(ii) Debtor will reimburse Fifth Third for Interest Drawings, as
that term is defined in the Letters of Credit; and (iii) to the
extent that Bank of New York Mellon ("BONY") makes a Remarketing
Drawing or Liquidity Drawing (as defined in the Letters of Credit)
on any Letter of Credit, the Debtors will make monthly payments to
Fifth Third at the interest rate set forth in Section 6.1(b) of
the 2005 and 2011 Reimbursement Agreements and/or Section 2.2(b)
of the 1999 Reimbursement Agreement, as applicable, on the
outstanding amount drawn pursuant to the Remarketing Drawing(s)
and/or Liquidity Drawing(s).

                        About Seven Counties

Seven Counties Services Inc., a not-for-profit behavioral
services provider from Louisville, Kentucky, filed for Chapter 11
protection (Bankr. W.D. Ky. Case No. 13-31442) in the hometown
on April 4, 2013.  The petition was signed by Anthony M. Zipple as
president/CEO.  The Debtor scheduled assets of $45,603,716 and
scheduled liabilities of $232,598,880.  Seiller Waterman LLC
serves as the Debtor's counsel.  Judge Joan A. Lloyd presides over
the case.

The agency generates more than $100 million a year in revenue and
employs a staff of 1,400 providing services at 21 locations and
120 schools and community centers.


SHINGLE SPRINGS: S&P Raises ICR to 'B'; Outlook Positive
--------------------------------------------------------
Standard & Poor's Ratings Services raised its issuer credit rating
on Placerville, Calif.-based Shingle Springs Tribal Gaming
Authority (the Authority) to 'B' from 'CCC'.  The rating outlook
is positive.

At the same time, S&P assigned the Authority's proposed
$15 million first-out revolver due 2016 and the proposed
$240 million term loan B due 2019 its 'B' issue-level.  S&P also
assigned the Authority's proposed $250 million senior notes due
2021 its 'CCC+' issue-level rating.

S&P expects the Authority to use proceeds from the term loan and
notes, together with cash on hand, to refinance all existing debt
at the Authority, to make a $57.1 million payment to settle all
obligations with former casino manager Lakes KAR-Shingle Springs
LLC (Lakes), and to pay for fees and expenses.

"The rating upgrade reflects a meaningful improvement in the
Authority's long-term financial risk profile following the
completion of the proposed financing transaction," said Standard &
Poor's credit analyst Ariel Silverberg.

The transaction will result in the elimination of refinancing risk
related to the Authority's existing senior notes and its loan from
Lakes.  The transaction will also result in a meaningful increase
in EBITDA, a product of the near-elimination of the Authority's
revenue share contribution to the State of California through June
2020, and the elimination of future management fee payments to
Lakes.

Execution of the proposed financing transaction is the remaining
condition necessary under the Shingle Springs Band of Miwok
Indians' (the Tribe) recently amended compact that will trigger
the elimination of revenue contribution payments to the state
until July 1, 2015.  These payments are currently between 20% and
25% of slot net win.  Beginning July 1, 2015, through June 30,
2020, the revenue contribution will be 15% of net slot win.
However, during that time, the Authority will benefit from a
credit from the state of $25 million to $28 million per year for
five years.

In addition, on July 16, 2013, the Authority executed a
termination agreement with Lakes and agreed to pay a one-time
payment of $57.1 million to Lakes (to be paid with proceeds of the
proposed financing transaction).  Effective upon funding of the
one-time payment, the termination will result in an elimination of
future management fee payments. Lakes has not had day-to-day
involvement with the casino since 2010, and S&P do not expect the
termination of the management agreement to negatively impact the
operating performance of the casino.


SOUTHERN MONTANA ELECTRIC: Committee Taps Anderson ZurMeuhlen
-------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 case of Southern Montana Electric Generation and
Transmission Cooperative, Inc., seeks authority from the U.S.
Bankruptcy Court for the District of Montana to retain Anderson
ZurMuehlen and Shirlee Walker as accountant and expert witness.

The professional services Anderson ZurMuehlen and Shirlee Walker
is to render include: analyze Debtor's finances as disclosed on
monthly operating reports after rejection of PPL contract and
commencement of adequate protection payments to prepetition
Noteholders and prior to settlements with Yellowstone Valley
Electric Cooperative and City of Great Falls to establish a base
line; project cash flow of Debtor without income from Great Falls
and YVEC; and testify as to conclusions at hearing on motion to
convert.

Shirlee Walker will be paid $210 per hour.  Ms. Walker may require
assistance of one or more other professionals or paraprofessionals
at Anderson ZurMuehlen who will be paid the following hourly
rates:

   Shareholders                    $210 to $270
   Senior Manager                      $185
   Manager                             $160
   Supervisor                          $135
   Senior                              $120
   Para Professional                   $110
   Staff Accountant                    $105

Anderson ZurMuehlen and Shirlee Walker assure the Court that they
have no connection with the Debtor, the Trustee, the creditors, or
any other party in interest, or their respective attorneys and
accountants, the United States Trustee, or any person employed in
the office of the United States Trustee, and is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                   About Southern Montana Electric

Based in Billings, Montana, Southern Montana Electric Generation
and Transmission Cooperative, Inc., was formed to serve five
other electric cooperatives.  The city of Great Falls later joined
as the sixth member.  Including the city, the co-op serves a
population of 122,000.  In addition to Great Falls, the service
area includes suburbs of Billings, Montana.

Southern Montana filed for Chapter 11 bankruptcy (Bankr. D.
Mont. Case No. 11-62031) on Oct. 21, 2011.  Southern Montana
estimated assets of $100 million to $500 million and estimated
debts of $100 million to $500 million.  Timothy Gregori signed the
petition as general manager.

Malcolm H. Goodrich, Esq., at Goodrich Law Firm, P.C., in
Billings, Montana, serves as the Debtor's counsel.

After filing for reorganization in October, the co-op agreed to a
request for appointment of a Chapter 11 trustee.  Lee A. Freeman
was appointed as the Chapter 11 trustee in December 2011.  He is
represented by Joseph V. Womack, Esq., at Waller & Womack, and
John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M.
Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett,
P.C.

Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana,
represents the Unsecured Creditors' Committee as counsel.


SOUTHERN ONE: Confirmation Hearing is Set for Sept. 23
------------------------------------------------------
The hearing for the confirmation of Amended Plan of Reorganization
of Southern One Twenty One Investments, Ltd., will be held on
Sept. 23, 2013 in the U.S. Bankruptcy Court for the Eastern
District of Texasm before the Honotable Brenda T. Rhoades.

Parties-in-interest may file objections to the Plan confirmation
no later than Sept. 9, 2013, at 5:00 p.m.

The Debtor obtained approval of the Amended Disclosure Statement
explaining the Amended Plan on July 22, 2013.  The Debtor is
authorized to make any necessary non-material changes, if any, to
the Amended Disclosure Statement, the Plan, and accompanying
exhibits prior to transmittal to creditors without further Court
order.  A copy of the Amended Disclosure Statement dated July 19,
2013 is available for free at:

       http://bankrupt.com/misc/SOUTHERNOne_AmdDSJul19.PDF

As reported in the June 18, 2013 edition of The Troubled Company
Reporter, the Plan provides for the designation and treatment of 7
classes of claim and interests in the Debtor:

   Class 1 MetroBank Claim
   Class 2 Norman and Fawn Payson Secured Claim
   Class 3 Jimmy Y. An Secured Claim
   Class 4 Collin County Priority Tax Claim
   Class 5 General Unsecured Claims based on lending to Debtor
   Class 6 Other Unsecured Claims
   Class 7 Current Partnership Interests

Priority of claim payment will first be to the allowed amount of
the Class 1 Claim, followed by the Class 2 Claim, and then the
Class 3 Claim.  The Class 4 Claim will be paid in full within 10
days of the Effective Date.  Allowed Class 5 Claims will be paid
pro rata out of the proceeds of the sales of the Debtor's real
estate or other funds after the payment in full of Class 1, 2, 3
and 4.  Allowed Class 6 Claims will also be paid pro rata with the
claims of Class 5 Claims.  All current partnership interest in the
Debtor will be cancelled on the Effective Date and new partnership
interests will be issued.

Creditors eligible to vote on the Plan have until Sept. 16, 2013,
at 5:00 p.m., to send in their ballots.

                      About Southern One

Southern One Twenty One Investments, Ltd., filed a Chapter 11
petition (Bankr. E.D. Tex. Case No. 12-43311) in Sherman, Texas,
on Dec. 3, 2012.  Nicole L. Hay, Esq., Jason M. Katz, Esq., and
Gerald P. Urbach, Esq., at Hiersche Hayward Drakeley & Urbach
P.C., in Addison, Texas, serve as counsel to the Debtor.  The
Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec.
101(51B), estimated assets and liabilities of at least $10
million.

The Dallas-based company said in a filing that its principal asset
comprises almost 81 acres near Highway 121 and Chelsea Boulevard
in Allen, Texas.  The property is close to a shopping mall.


SOUTHERN ONE: Wants Exclusive Solicitation Pd. Extended to Nov. 28
------------------------------------------------------------------
Southern One Twenty One Investments, Ltd., seeks a 90-day
extension of its exclusive plan solicitation deadline through
November 28, 2013.

The current exclusive solicitation period terminates on Aug. 30,
2013.

The Debtor reasons that cause exists for its extension request and
adds that it has obtained Court approval of the Amended Disclosure
Statement last July 22, 2013.

The Clerk of the Court notes that no hearing on the request will
be conducted unless a written objection is timely filed with the
Court.

                      About Southern One

Southern One Twenty One Investments, Ltd., filed a Chapter 11
petition (Bankr. E.D. Tex. Case No. 12-43311) in Sherman, Texas,
on Dec. 3, 2012.  Nicole L. Hay, Esq., Jason M. Katz, Esq., and
Gerald P. Urbach, Esq., at Hiersche Hayward Drakeley & Urbach
P.C., in Addison, Texas, serve as counsel to the Debtor.  The
Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec.
101(51B), estimated assets and liabilities of at least $10
million.

The Dallas-based company said in a filing that its principal asset
comprises almost 81 acres near Highway 121 and Chelsea Boulevard
in Allen, Texas.  The property is close to a shopping mall.


SPECIALTY PRODUCTS: PI Committee & FCR File 2nd Amended Plan
------------------------------------------------------------
A second amended Chapter 11 plan was filed by the Official
Committee of Asbestos Personal Injury Claimants and the Future
Claimants' Representative for Specialty Products Holding Corp. and
Bondex International, Inc.

The Plan provides that Bondex, SPHC, and the Reorganized SPHC
Companies will be separated from their non-Debtor direct or
indirect parent.  An asbestos personal injury trust will be
created and SPHC, Reorganized SPHC and the Reorganized SPHC
Companies will be the only entities to receive the benefits of
injunction under Section 524(g) of the Bankruptcy Code.  The
Asbestos Trust will be funded with 100% of the New SPHC Stock and
any claims or cause of action held against third parties.

Reorganized SPHC will be managed and/or sold for the benefit of
holders of all claims that are not paid in Cash, subordinated,
cancelled or otherwise treated pursuant to the Plan.  Current SPHC
Equity Interests will be cancelled, annulled, and extinguished and
new SPHC stock will be issued.

Under the Plan, the holders of Allowed General Unsecured Claims
against SPHC (Class 3) and Allowed Intercompany Claims against
SPHC (Class 5) will receive: (i) Pro Rata share of Cash equal to
the Allowed amount of the claim; or (ii) other treatment as the
Plan Proponents and the claim holder will agree.

A full-text copy of the Disclosure Statement dated Aug. 2, 2013,
is available for free at:

       http://bankrupt.com/misc/SPECIALTYPRODUCTSds0802.pdf

                     About Specialty Products

Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM,
Inc., is a wholly owned subsidiary of RPM International Inc.  The
Company is the holding company parent of Bondex International,
Inc., and the direct or indirect parent of certain additional
domestic and foreign subsidiaries.  The Company claims to be a
leading manufacturer, distributor and seller of various specialty
chemical product lines, including exterior insulating finishing
systems, powder coatings, fluorescent colorants and pigments,
cleaning and protection products, fuel additives, wood treatments
and coatings and sealants, in both the industrial and consumer
markets.

The Company filed for Chapter 11 bankruptcy protection (Bankr. D.
Del. Case No. 10-11780) on May 31, 2010.  Gregory M. Gordon, Esq.,
Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve
as bankruptcy counsel.  Daniel J. DeFranceschi, Esq., and Zachary
I. Shapiro, Esq., at Richards Layton & Finger, serve as co-
counsel.  Logan and Company is the Company's claims and notice
agent.  The Company estimated its assets and debts at $100 million
to $500 million.

The Company's affiliate, Bondex International, Inc., filed a
separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779),
estimating its assets and debts at $100 million to $500 million.

On May 20, 2013, the Bankruptcy Court entered an order estimating
the amount of the Debtors' asbestos liabilities, and a related
memorandum opinion in support of the estimation order.  The
Bankruptcy Court estimated the current and future asbestos claims
associated with Bondex International, Inc. and Specialty Products
Holding at approximately $1.17 billion.  The estimation hearing
represents one step in the legal process in helping to determine
the amount of potential funding for a 524(g) asbestos trust.


SPIRIT AEROSYSTEMS: S&P Revises Outlook to Neg. & Affirms 'BB' CCR
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Spirit AeroSystems Inc. to negative from stable.  At the same
time, S&P affirmed the ratings on the company, including the 'BB'
corporate credit rating and the 'BBB-' rating on the company's
$1.2 billion senior secured credit facility (which includes a
$650 million revolver and a $550 million term loan), with a
recovery rating of '1', which indicates very high recovery (90%-
100%) in a payment default scenario.  S&P is also affirming its
'BB-' rating on Spirit's $600 million unsecured notes with a
recovery rating of '5', indicating expectations of modest recovery
(10%-30%) in a simulated default scenario.

"The outlook revision reflects our view that cost overruns and
related problems executing new programs will result in Spirit's
key credit metrics for 2013 falling short of our previous
expectations and will delay a turn to sustainable positive free
cash flow until at least 2014," said Standard & Poor's credit
analyst Christopher Denicolo.  Spirit announced that they will be
taking an additional $350 million to $400 million in forward loss
charges in the second quarter of 2013, which follows the
$645 million taken in 2012.  The 2013 charges relate largely to
expected cost growth on the Gulfstream G280 and G650 programs,
which are manufactured in the company's Tulsa, Oklahoma facility.
Although the charge is noncash now, the higher costs will result
in additional cash outflows over the next few years.

The outlook is negative.  Although Spirit benefits from a sizable
backlog, healthy demand for commercial aircraft, and adequate
near-term liquidity, problems with new development programs have
resulted in two significant forward loss charges, totaling more
than $1 billion, in less than a year.

The most recent charges are likely to result in FFO to debt
remaining below S&P's previous downgrade trigger of 25% through
mid-2014, and S&P could lower the rating if adverse conditions or
any additional problems on new programs keep the ratio at this
level past the end of 2014.  S&P could also lower the rating if
such issues cause cash and revolver availability to decline to
less than $500 million.  S&P could revise the outlook to stable if
an absence of further material charges and increasing free cash
flow from higher production on the 787 and other programs result
in FFO to debt above 30%.


STOCKTON, CA: Audit Hammers City's Financial Management
-------------------------------------------------------
Reuters reported that many of Stockton, California's fiscal
problems can be traced to poor decision-making, weak accounting
and fiscal mismanagement, state controller John Chiang said.

If left unaddressed, the problems will continue to "invite
wasteful spending," Chiang's office said in a report.

An audit by his office found that Stockton officials should have
been aware of how the cost of retiree healthcare and labor
contracts would place a long-term strain on the city's finances,
Reuters related.

Stockton filed for bankruptcy last year after its city council
concluded it could not accept further public safety cuts. With
nearly 300,000 residents, Stockton was the biggest U.S. city to
have filed for bankruptcy until Detroit filed last month.
Stockton's case is testing whether bondholders and bond insurers
will be forced to swallow losses while the city leaves pensions
for its workers and retirees intact.

The California controller's audit also found that as early as
2006, officials should have been aware that a decline in home-
building permits was a potential signal that Stockton's housing
boom was coming to an end and would pare city revenue.

                     About Stockton, Cal.

The City of Stockton, California, filed a Chapter 9 petition
(Bankr. E.D. Cal. Case No. 12-32118) in Sacramento on June 28,
2012, becoming the largest city to seek creditor protection in
U.S. history.  The city was forced to file for bankruptcy after
talks with bondholders and labor unions failed.  Stockton
estimated more than $1 billion in assets and in excess of
$500 million in liabilities.

The city, with a population of about 300,000, identified the
California Public Employees Retirement System as the largest
unsecured creditor with a claim of $147.5 million for unfunded
pension costs.  In second place is Wells Fargo Bank NA as trustee
for $124.3 million in pension obligation bonds.  The list of
largest creditors includes $119.2 million owing on four other
series of bonds.

The city is being represented by Marc A. Levinson, Esq., and John
W. Killeen, Esq., at Orrick, Herrington & Sutcliffe LLP.  The
petition was signed by Robert Deis, city manager.

Mr. Levinson also represented the city of Vallejo, Cal. in its
2008 bankruptcy.  Vallejo filed for protection under Chapter 9
(Bankr. E.D. Cal. Case No. 08-26813) on May 23, 2008, estimating
$500 million to $1 billion in assets and $100 million to $500
million in debts in its petition.  In August 2011, Vallejo was
given green light to exit the municipal reorganization.   The
Vallejo Chapter 9 plan restructures $50 million of publicly held
debt secured by leases on public buildings.  Although the Plan
doesn't affect pensions, it adjusts the claims and benefits of
current and former city employees.  Bankruptcy Judge Michael
McManus released Vallejo from bankruptcy on Nov. 1, 2011.

The bankruptcy judge on April 1, 2013, ruled that the city of
Stockton is eligible for municipal bankruptcy in Chapter 9.


T-L CHEROKEE: Cole Taylor Balks at Approval of Plan Outline
-----------------------------------------------------------
Secured creditor Cole Taylor Bank asks the Bankruptcy Court to
deny approval of the Disclosure Statement explaining T-L Cherokee
South LLC's Joint Plan of Reorganization dated June 12, 2013, and
provide relief, including relief from the automatic stay.

According to Cole Taylor, the Debtor's Plan proposes a "deemed"
substantive consolidation of the Debtor with four other debtors
for purposes of voting, confirmation, distributions to creditors,
and administration.

Cole Taylor asserts that:

     -- 11 U.S.C. Section 1123(a)(5)(C) does not permit the
        Bankruptcy Court to order substantive consolidation of
        the Debtors' estates; and

     -- there is no basis for substantive consolidation under
        the circumstances of the case.

Richard M. Bendix, Esq., at Dykema Gossett PLLC, represents Cole
Taylor as counsel.

                        About T-L Cherokee

T-L Conyers LLC, T-L Cherokee South, LLC, and two affiliates
sought Chapter 11 protection in Hammond, Indiana, on Feb. 1, 2013.

The Debtors are represented by David K. Welch, Esq., at Crane,
Heyman, Simon, Welch & Clar, in Chicago.

The Debtors own various shopping centers in Georgia and Kansas.

T-L Cherokee South (Bankr. N.D. Ind. Case No. 13-20283) estimated
assets and debts of $10,000,001 to $50,000,000.  T-L Cherokee owns
and operates a commercial shopping center in Overland Park, Kansas
known as "Cherokee South Shopping Center".

The Debtors are entities managed by Westchester, Illinois-based
Tri-Land Properties, Inc., which sought Chapter 11 protection
(Case No. 12-22623) on July 11, 2012.

T-L Cherokee South, LLC disclosed undetermined assets and
$17,761,13 in liabilities as of the Chapter 11 filing.


TALISMAN ENERGY: S&P Retains 'BB+' Preferred Stock Rating
---------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Calgary, Alta.-based oil and gas exploration and production (E&P)
company Talisman Energy Inc. to negative from stable.  At the same
time, Standard & Poor's lowered its commercial paper (CP) rating
on the company to 'A-3' from 'A-2'. Standard & Poor's also
affirmed its 'BBB' long-term corporate credit and senior unsecured
debt ratings on the company.  The preferred stock ratings of 'BB+'
(global scale) and 'P-3(High)' (Canada scale) are unchanged.

"The outlook revision and lower CP rating reflect our belief that
there is significant execution risk as Talisman embarks on new
strategic initiatives to increase production netbacks, improve
operating efficiency, and strengthen the company's balance sheet,"
said Standard & Poor's credit analyst Aniki Saha-Yannopoulos.  "We
expect that Talisman's funds from operations (FFO) will continue
to weaken and the company's credit measures will remain stressed
through 2014 as it transitions under its CEO's new strategies.  At
the same time, Talisman's significant asset sales may weaken its
business risk profile.  We acknowledge that the increasing focus
on higher netbacks and managing capex within cash flow and asset
sales are positive for the company, but believe there is some
uncertainty in the timing of the successful execution of the
various initiatives.  For 2013 and 2014, we project Talisman's
daily production to be 365,000-375,000 barrels and FFO-to-debt at
about 30%-35%".

The ratings on Talisman reflects Standard & Poor's view of the
company's "satisfactory" business risk profile and "intermediate"
financial risk profile.  More specifically, the ratings reflect
S&P's view of diversified upstream assets, a significant amount of
production linked to high oil prices, and management's new
strategic policies.  S&P believes the weaknesses associated with
Talisman's limited production and reserves growth, and an elevated
cost structure relative to that of peers and weakening credit
measures somewhat offset these strengths.

The company's portfolio of assets includes those in Southeast Asia
and North America (including unconventional shale plays), in
addition to an inventory of global exploration assets.  As of
March 31, 2012, it had about US$7 billion in debt, adjusted for
operating leases and asset retirement obligations.

The negative outlook reflects Standard & Poor's view that that
there is significant uncertainty on how quickly and successfully
Talisman can execute its strategic initiatives and stem the
company's declining production and weakening credit measures.  S&P
projects that adjusted FFO-to-net adjusted debt will deteriorate
to about 30% during 2013-2014 using our base-case commodity
pricing.

S&P would consider lowering the ratings a notch if Talisman's
financial risk profile continues to deteriorate such that FFO-to-
net adjusted debt remains below 30% due to elevated operating
costs or weak netbacks.  Although S&P do not expect any large
production growth during its outlook period, any substantial drop
in either production or realized commodity prices could also lead
to a downgrade.

For S&P to revise the outlook to stable, it would expect the
company's business risk profile to improve -- for example, if it
were to improve its operating costs and production netbacks on a
sustainable basis.  S&P also expects Talisman to maintain its FFO-
to-net adjusted debt to stay above 30%.  At the same time, S&P
would expect the company to sustain or increase its production and
reserve profiles.


TAYLOR BEAN: Accountant Must Yield Tax Docs in FCA Case
-------------------------------------------------------
Law360 reported that a Georgia magistrate judge ordered the
accountant of an owner of a bankrupt mortgage company who also had
a stake in Taylor Bean & Whitaker Mortgage Corp. to produce tax
documents for a False Claims Act suit over bogus applications for
federal mortgage guarantees, finding no accountant-client
privilege applied.

According to the report, U.S. Magistrate Judge E. Clayton Scofield
III held that the court's jurisdiction was based on federal
questions under the FCA, and as such, Georgia's accountant-client
privilege wasn't relevant.

The case is United States of America et al v. Taylor, Bean &
Whitaker Mortgage Corporation et al, Case No. 1:06-cv-03023 (N.D.
Ga.) before Judge Julie E. Carnes.

                       About Taylor Bean

Taylor, Bean & Whitaker Mortgage Corp. grew from a small Ocala-
based mortgage broker to become one of the largest mortgage
bankers in the United States.  In 2009, Taylor Bean was the
country's third largest direct-endorsement lender of FHA-insured
loans of the largest wholesale mortgage lenders and issuer of
mortgage backed securities.  It also managed a combined mortgage
servicing portfolio of approximately $80 billion.  The company
employed more that 2,000 people in offices located throughout the
United States.

Taylor Bean sought Chapter 11 protection (Bankr. M.D. Fla. Case
No. 09-07047) on Aug. 24, 2009.  Taylor Bean filed the Chapter 11
petition three weeks after federal investigators searched its
offices.  The day following the search, the Federal Housing
Administration, Ginnie Mae and Freddie Mac prohibited the company
from issuing new mortgages and terminated servicing rights.
Taylor Bean estimated more than $1 billion in both assets and
liabilities in its bankruptcy petition

Lee Farkas, the former chairman, was sentenced in June to 30 years
in federal prison after being convicted on 14 counts of conspiracy
and bank, wire and securities fraud in what prosecutors said was a
$3 billion scheme involving fake mortgage assets.

Jeffrey W. Kelly, Esq., and J. David Dantzler, Jr., Esq., at
Troutman Sanders LLP, in Atlanta, Ga., and Russel M. Blain, Esq.,
and Edward J. Peterson, III, Esq., at Stichter, Riedel, Blain &
Prosser, PA, in Tampa, Fla., represent the Debtors.  Paul Steven
Singerman, Esq., and Arthur J. Spector, Esq., at Berger Singerman
PA, in Miami, Fla., represent the Committee.  BMC Group, Inc.,
serves as the claims and noticing agent.

Unsecured creditors were expected to receive 3.3% to 4.4% under a
Chapter 11 plan approved in July 2011.


TECHDYNE LLC: Settles with Hiox Capital, Seeks to Dismiss Case
--------------------------------------------------------------
TechDyne, LLC, asks the U.S. Bankruptcy Court for the District of
Arizona to approve a settlement agreement with Hiox Capital, LLC,
which agreement will satisfy the debt owing by the Debtor to HIOX
and provide a buy/sell mechanism to retire HIOX's 4.8770546%
member interest in the Debtor.

The Debtor will pay HIOX $405,590, at $75,000 down payment upon
approval of the settlement and payments over time at 10% interest
in monthly installments of $15,000.  On or before the year after
the end of the payoff, the Debtor will buy and HIOX will sell its
4.8770546% member interest in TechDyne for 50% of the then-
existing fair market value of the Debtor.

According to the Debtor's counsel, Bradley J. Stevens, Esq., at
Jennings, Strouss & Salmon, P.L.C., in Phoenix, Arizona, the
satisfaction of the HIOX Claim will resolve all remaining issues
with the case.  Accordingly, the Debtor also asks the Court to
dismiss the bankruptcy case upon the Court's approval of the
settlement.

David D. Cleary, Esq. -- cleary@gtlaw.com -- at Greenberg Traurig,
LLC, in Phoenix, Arizona, represents HIOX Capital.

                       About TechDyne, LLC

Scottsdale, Arizona-based TechDyne, LLC, is a developer and
entrepreneur of two patented technologies: light armor and a
medical cervical devise to prevent premature births.

The Company filed for Chapter 11 protection (Bankr. D. Ariz. Case
No. 11-16739) on June 9, 2011.  Judge Charles G. Case, II,
presides over the case.  In its schedules, the Debtor disclosed
$100,000,070 in assets and $701,313 in debts.  The petition was
signed by Benjamin V. Booher, Sr., managing member.

The U.S. Trustee for Region 8, has not appointed an official
committee of unsecured creditors in the Debtor's case because an
insufficient number of persons holding unsecured claims have
expressed interest in serving on a committee.  The U.S. Trustee
reserves the right to appoint such a committee would interest
develop among the creditors.

Bradley J. Stevens, Esq. -- bstevens@jsslaw.com -- at Jennings,
Strouss & Salmon, PLC, in Phoenix, Ariz., represents the Debtor as
counsel.


THQ INC: Liquidation Plan Declared Effective
--------------------------------------------
THQ Inc. and its debtor affiliates notified the U.S. Bankruptcy
Court for the District of Delaware that on Aug. 2, 2013, their
Second Amended Chapter 11 Plan of Liquidation became effective.

                          About THQ Inc.

THQ Inc. (NASDAQ: THQI) -- http://www.thq.com/-- was a worldwide
developer and publisher of interactive entertainment software.
The Company developed its products for all popular game systems,
personal computers, wireless devices and the Internet.
Headquartered in Los Angeles, California, THQ sold product through
its network of offices located throughout North America and
Europe.

THQ Inc. and its affiliates sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 12-13398) on Dec. 19, 2012.  Michael R.
Nestor, M. Blake Cleary and Jaime Luton Chapman at Young Conaway
Stargatt & Taylor, LLP; and Oscar Garza at Gibson, Dunn & Crutcher
LLP represent the Debtors.  FTI Consulting and Centerview Partners
LLC are the financial advisors.  Kurtzman Carson Consultants is
the claims and notice agent.

Before the bankruptcy, Clearlake signed a contract to buy Agoura
THQ for a price said to be worth $60 million.  After a 22-hour
auction with 10 bidders, the top offers brought a combined $72
million from several buyers who will split up the company. Judge
Walrath approved the sales in January.  Some of the assets didn't
sell, including properties the company said could be worth about
$29 million.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five
persons to serve in the Official Committee of Unsecured Creditors.
The Committee tapped Houlihan Lokey Capital as its financial
advisor and investment banker, Landis Rath & Cobb as co-counsel
and Andrews Kurth as counsel.


TOMSTEN INC: Wants Plan Filing Exclusivity Extended Thru Nov. 25
----------------------------------------------------------------
Tomsten, Inc., dba Archiver's, seeks an extension of the exclusive
time for them to file a Chapter 11 plan through Nov. 25, 2013, and
the exclusive time for them to solicit acceptances for that plan
through Jan. 23, 2014.

The Debtor estimates that the full effect of its new business plan
won't be realized until the fourth quarter of this year.  At that
time, the Debtor expects to negotiate a plan of reorganization
with the Unsecured Creditors Committee and file it with the Court.

The Debtor's business plan is based on the introduction of the
"Memory Lab" -- a technology based method to help customers
organize and display their digital pictures -- into each store.
It is designed to complement the Debtor's more established
business related to scrapbooking.  Memory Lab became fully
functional in May 2013 and marketing based on it began in June.

                         About Tomsten

Hennepin, Minnesota-based Tomsten, Inc., doing business as
Archiver's, filed a bare-bones Chapter 11 petition (Bankr. D.
Minn. Case No. 13-42153) in Minneapolis on April 29, 2013.  The
Debtor estimated assets of at least $10 million and liabilities of
at least $1 million as of the Chapter 11 filing.  The Debtor has
tapped and Michael L. Meyer, Esq., and the firm of Ravich Meyer
Kirkman McGrath Nauman & Tansey as counsel.  Judge Gregory F.
Kishel presides over the case.

The Official Unsecured Creditors' Committee is represented by Jay
Jaffe, Esq., at Faegre Baker Daniels LLP.


TRIBUNE CO: Citi, Merrill Helped Cause Co.'s Fall, Trustee Says
---------------------------------------------------------------
Law360 reported that the litigation trustee overseeing Tribune
Co.'s Chapter 11 case launched a lawsuit in New York federal court
accusing Citigroup Global Markets Inc. and Merrill Lynch Pierce
Fenner & Smith Inc. of causing Tribune's bankruptcy.

According to the report, Marc S. Kirschner alleges Citigroup and
Merrill, lured by the prospect of huge fees, set aside their
"serious reservations" and assisted in a reckless leveraged buyout
that funneled more than $8 billion to Tribune's shareholders while
saddling the company with massive debt.  That debt quickly led to
the bankruptcy of the company, the report added.

The case is The Official Committee of Unsecured Creditors of the
Tribune Company v. Citigroup Global Markets Inc et al., Case No.
1:12-cv-06055 (S.D.N.Y.), before Judge William H. Pauley, III.

                         About Tribune Co.

Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/--
and 110 of its affiliates filed for Chapter 11 protection (Bankr.
D. Del. Lead Case No. 08-13141) on Dec. 8, 2008.  The Debtors
proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel,
Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez
& Marsal North America LLC as financial advisors; and Epiq
Bankruptcy Solutions LLC as claims agent.  As of Dec. 8, 2008, the
Debtors listed $7,604,195,000 in total assets and $12,972,541,148
in total debts.  Chadbourne & Parke LLP and Landis Rath LLP served
as co-counsel to the Official Committee of Unsecured Creditors.
AlixPartners LLP served as the Committee's financial advisor.
Landis Rath Moelis & Company served as the Committee's investment
banker.  Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in
Wilmington, Delaware, represented the Committee in connection with
the lawsuit filed against former officers and shareholders for the
2007 LBO of Tribune.

Protracted negotiations and mediation efforts and numerous
proposed plans of reorganization filed by Tribune Co. and
competing creditor groups delayed Tribune's emergence from
bankruptcy.  Many of the disputes among creditors center on the
2007 leveraged buyout fraudulence conveyance claims, the
resolution of which is a key issue in the bankruptcy case.

Judge Kevin J. Carey issued an order dated July 13, 2012,
overruling objections to the confirmation of Tribune Co. and its
debtor affiliates' Plan of Reorganization.  In November 2012,
Tribune received approval from the Federal Communications
Commission to transfer media licenses, one of the hurdles to
implementing the reorganization plan.  Aurelius Capital Management
LP failed in halting implementation of the plan pending appeal.

Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending
four years of reorganization.  The reorganization allowed a group
of banks and hedge funds, including Oaktree Capital Management and
JPMorgan Chase & Co., to take over the media company.


TRINITY COAL: Halts Bankruptcy Auction to Discuss Reorganization
----------------------------------------------------------------
Katy Stech, writing for Dow Jones Business News, reported that the
owner of struggling Trinity Coal Corp. has put up $15 million to
stop the bankruptcy auction process for the company's Appalachian
coal mining operations--a halt that buys Trinity Coal executives
time to negotiate a bankruptcy-exit plan with its lenders.

Trinity Coal's owner, India-based steel and energy conglomerate
Essar Global Ltd., agreed to spend $15 million to keep the company
operating and push back a series of auction deadlines required by
Trinity Coal's lenders, according to court papers filed in U.S.
Bankruptcy Court in Lexington, Ky., the report related.  The deal
pushes back Trinity Coal's bankruptcy loan-repayment deadline to
Nov. 8.

In earlier court papers, Trinity Coal officials said they were
under pressure to close on a sale of the company's assets by the
end of August, the report said.

Trinity Coal executives were prepared to auction off some or all
of the company's mining operations in West Virginia and Kentucky
on July 30, but owner Essar Global said it is pushing for Trinity
Coal to keep its assets and instead get out of bankruptcy through
a reorganization plan, the report further related.

An attorney for Trinity Coal wasn't immediately available to say
whether that reorganization plan would leave Essar Global as
Trinity's owner, the report noted.  Essar Global owns Trinity Coal
through subsidiaries.

                        About Trinity Coal

Trinity Coal Corp. is a coal mining company that owns coal
deposits located in the Appalachian region of the eastern United
States, specifically, in Breathitt, Floyd, Knott Magoffin, and
Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo,
McDowell and Wyoming Counties in West Virginia.

Trinity's coal mining operations are organized into six distinct
coal mining complexes. Three complexes are located in Kentucky and
are referred to as Prater Branch Resources, Little Elk Mining and
Levisa Fork.  The Kentucky Operations produced compliance and low
sulfur steam coal.  Three complexes are located in West Virginia
and are referred to as Deep Water Resources, North Springs
Resources and Falcon Resources.

Trinity is a wholly owned subsidiary of privately held
multinational conglomerate Essar Global Limited.

Credit Agricole Corporate & Investment Bank, ING Capital LLC and
Natixis, New York Branch filed an involuntary petition for relief
under Chapter 11 against Trinity Coal Corporation and 15
affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364).  The three
entities say they are owed a total of $104 million on account
loans provided to Trinity.

On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and
Cecil I. Walker Machinery Co. filed an involuntary petition for
relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335)
against Frasure Creek Mining, LLC.  On Feb. 19, 2013, Credit
Agricole, ING Capital and Natixis joined as petitioning creditors.

On March 4, 2013, the Debtors filed their consolidated answer to
involuntary petitions and consent to an order for relief and
reservation of rights, thereby consenting to the entry of an order
for relief in each of their respective Chapter 11 cases.  An order
for relief in each of the Debtors was entered by the Court on
March 4, 2013, which converted the involuntary cases to voluntary
Chapter 11 cases.  Sturgill, Turner, Barker & Moloney, PLLC serves
as the Committee's local counsel.


VB WILIKINA: S&P Lowers Rating on 2012A Revenue Bonds to 'BB'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB' from 'BBB-' on Hawaii Housing Finance and Development Corp.'s
series 2012A multifamily housing revenue bonds, issued on behalf
of VB Wilikina L.P. (Wilikina Apartments Project).  The outlook is
stable.

"The rating action reflects our view of the project's lower-than-
projected debt service coverage levels during the past six months
and slower-than-projected lease-up progress," said Standard &
Poor's credit analyst Andrew Fong.

The 'BB' rating further reflects S&P's assessment of the
uncertainty associated with the timing of rental increases
expected from the U.S. Department of Housing and Urban
Development.

The stable outlook reflects S&P's anticipation that this project
will perform at the 'BB' rating level.


WEST CORP: Posts $43.6 Million Net Income in Second Quarter
-----------------------------------------------------------
West Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing net income
of $43.66 million on $672.69 million of revenue for the three
months ended June 30, 2013, as compared with net income of $36.69
million on $661.89 million of revenue for the same period during
the prior year.

For the six months ended June 30, 2013, the Company reported net
income of $46.72 million on $1.33 billion of revenue, as compared
with net income of $70.73 million on $1.30 billion of revenue for
the same period a year ago.

West Corporation reported net income of $125.54 million in 2012,
net income of $127.49 million in 2011, and net income of $60.30
million in 2010.

As of June 30, 2013, the Company had $3.46 billion in total
assets, $4.28 billion in total liabilities and a $819.47 million
total stockholders' deficit.

                         Bankruptcy Warning

The 2018 Senior Notes and the 2019 Senior Notes indentures contain
covenants limiting, among other things, the Company's ability and
the ability of the Company's restricted subsidiaries to: incur
additional debt or issue certain preferred shares, pay dividends
on or make distributions in respect of the Company's capital stock
or make other restricted payments, make certain investments, sell
certain assets, create liens on certain assets to secure debt,
consolidate, merge, sell, or otherwise dispose of all or
substantially all of the Company's assets, enter into certain
transactions with the Company's affiliates and designate the
Company's subsidiaries as unrestricted subsidiaries.  The Company
was in compliance with these financial covenants at June 30, 2013.

The Company said the following statement in the regulatory filing,
"Our failure to comply with these debt covenants may result in an
event of default which, if not cured or waived, could accelerate
the maturity of our indebtedness.  If our indebtedness is
accelerated, we may not have sufficient cash resources to satisfy
our debt obligations and we may not be able to continue our
operations as planned.  If our cash flows and capital resources
are insufficient to fund our debt service obligations and keep us
in compliance with the covenants under our Senior Secured Credit
Facilities or to fund our other liquidity needs, we may be forced
to reduce or delay capital expenditures, sell assets or
operations, seek additional capital or restructure or refinance
our indebtedness including the notes.

If we cannot make scheduled payments on our debt, we will be in
default, and as a result:

   * our debt holders could declare all outstanding principal and
     interest to be due and payable;

   * the lenders under our Senior Secured Credit Facilities could
     terminate their commitments to lend us money and foreclose
     against the assets securing our borrowings; and

   * we could be forced into bankruptcy or liquidation."

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

                        http://is.gd/I93TDo

                       About West Corporation

Founded in 1986 and headquartered in Omaha, Nebraska, West
Corporation -- http://www.west.com/-- provides outsourced
communication solutions to many of the world's largest companies,
organizations and government agencies.  West Corporation has a
team of 41,000 employees based in North America, Europe and Asia.


YARWAY CORPORATION: Seeks Extension of Exclusive Periods
--------------------------------------------------------
Yarway Corporation asks the U.S. Bankruptcy Court for the District
of Delaware to extend its exclusive period to file a Chapter 11
plan of reorganization through and including Dec. 18, 2013, and
(ii) solicit acceptances of that plan through and including
Feb. 17, 2014.

According to the Debtor's counsel, Larry J. Nyhan, Esq., at Sidley
Austin LLP, in Chicago, Illinois, the additional time will be used
by the Debtor to continue the process of negotiating a consensual
Chapter 11 with the Official Committee of Asbestos Personal Injury
Claimants and the Future Claimants' Representative.

A hearing on the Debtor's request will be held on Aug. 20, 2013,
at 1:00 p.m. (ET).  Objections are due Aug. 12.

Kenneth P. Kansa, Esq., Dennis M. Twomey, Esq., and Allison Ross
Stromberg, Esq., at Sidley Austin LLP, in Chicago, Illinois; and
J. Kate Sticklers, Esq., Norman L. Pernick, Esq., and Therese A.
Scheuer, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in
Wilmington, Delaware, also represent the Debtor.

                    About Yarway Corporation

Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) on April 22, 2013, to deal with claims arising
from asbestos containing products it allegedly sold as early as
the 1920s.

Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls.  Based in Pennsylvania,
Yarway was a privately-owned company until 1986 when KeyStone
International, Inc. bought equity in the company.  Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.

Yarway's asbestos-related liabilities derive from Yarway's (i)
purported use of asbestos-containing gaskets and packing,
manufactured by others, in its production of steam valves and
traps from the 1920s to 1970s, and (ii) alleged manufacture of
expansion joint packing that was allegedly made up of a compound
of Teflon and asbestos from the 1940s to the 1970s.

Over the past five years, about 10,021 new asbestos claims have
been asserted against Yarway, including 1,014 in Yarway's 2013
fiscal year ending March 31, 2013.

The Debtor estimated assets and debts in excess of $100 million as
of the Chapter 11 filing.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and
Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11
case.  Logan and Co. is the claims and notice agent.

On May 6, 2013, the U.S. Trustee for Region 3, appointed an
official committee of asbestos personal injury claimants.  The
Committee tapped Elihu Inselbuch, Esq. at Caplin & Drysdale,
Chartered, as lead bankruptcy counsel.


YARWAY CORPORATION: Sec. 341 Meeting Rescheduled to Sept. 18
------------------------------------------------------------
Yarway Corporation notified the U.S. Bankruptcy Court for the
District of Delaware that a creditors' meeting pursuant to Section
341 of the Bankruptcy is rescheduled to Sept. 18, 2013, at 2:30
p.m. (Prevailing Eastern Time) at the J. Caleb Boggs Federal
Building, at 844 King Street, 2nd Floor, Room 2112, in Wilmington,
Delaware.

                    About Yarway Corporation

Yarway Corporation sought Chapter 11 protection (Bankr. D. Del.
Case No. 13-11025) on April 22, 2013, to deal with claims arising
from asbestos containing products it allegedly sold as early as
the 1920s.

Yarway was founded in 1908 by Robert Yarnall and Bernard Waring as
the Simplex Engineering Company and originally manufactured pipe
clamps, steam traps, valves and controls.  Based in Pennsylvania,
Yarway was a privately-owned company until 1986 when KeyStone
International, Inc. bought equity in the company.  Yarway became a
unit of Tyco International Ltd. when Tyco purchased KeyStone in
1997.

Yarway's asbestos-related liabilities derive from Yarway's (i)
purported use of asbestos-containing gaskets and packing,
manufactured by others, in its production of steam valves and
traps from the 1920s to 1970s, and (ii) alleged manufacture of
expansion joint packing that was allegedly made up of a compound
of Teflon and asbestos from the 1940s to the 1970s.

Over the past five years, about 10,021 new asbestos claims have
been asserted against Yarway, including 1,014 in Yarway's 2013
fiscal year ending March 31, 2013.

The Debtor estimated assets and debts in excess of $100 million as
of the Chapter 11 filing.

Attorneys at Cole, Schotz, Meisel, Forman & Leonard, P.A. and
Sidley Austin LLP serve as the Debtor's counsel in the Chapter 11
case.  Logan and Co. is the claims and notice agent.

On May 6, 2013, the U.S. Trustee for Region 3, appointed an
official committee of asbestos personal injury claimants.  The
Committee tapped Elihu Inselbuch, Esq. at Caplin & Drysdale,
Chartered, as lead bankruptcy counsel.


* BNY Mellon Must Face N.Y. Fraud Case on Currency Trades
---------------------------------------------------------
David McLaughlin, writing for Bloomberg News, reported that Bank
of New York Mellon Corp. must face a lawsuit by the New York
Attorney General that accuses the world's largest custody bank of
defrauding clients in foreign-exchange transactions.

According to the report, Justice Marcy Friedman of New York state
Supreme Court in Manhattan ruled fraud claims brought by the state
Attorney General Eric Schneiderman can proceed, according to a
decision dated Aug. 6.

BNY Mellon was sued in 2011 by Schneiderman, who accused the bank
of a 10-year fraud through the pricing of foreign-exchange
transactions for private and government clients, the report
recalled.  Manhattan U.S. Attorney Preet Bharara also has a
lawsuit pending against the bank over the same issue.

BNY Mellon spokesman Kevin Heine didn't immediately comment by e-
mail on the judge's decision, the news agency said.

The case is People of the State of New York v. Bank of New York
Mellon Corp., 114735-2009, New York state Supreme Court
(Manhattan).


* DOJ Sues Bank of America over Mortgage Securities
---------------------------------------------------
Tom Braithwaite and Kara Scannell, writing for The Financial
Times, reported that the US government sued Bank of America,
alleging it committed fraud by packing mortgage-backed securities
with loans that it knew to be "toxic waste".

According to the report, the Department of Justice and the
Securities and Exchange Commission filed separate lawsuits
claiming that BofA understated the risk in $850m of mortgage-
backed securities it sold in 2008.

Unlike most other litigation stemming from the mortgage crisis,
the MBS -- sold to investors led by Wachovia, the bank since
acquired by Wells Fargo, and the Federal Home Loan Bank of San
Francisco -- contained "prime" loans to better-off borrowers
rather than subprime mortgages, the FT report related.

The suit details email exchanges between BofA staff, disagreeing
about whether loans were suitable for the MBS, the report said.

A member of the BofA Securities division, which underwrote the
MBS, wrote: "Like a fat kid in dodge ball, these need to stay on
the sidelines," the report added.


* Obama to Outline Plans for Fannie Mae and Freddie Mac
-------------------------------------------------------
Jackie Calmes, writing for The New York Times, reported that in
another sign that the housing market has strengthened, President
Obama will outline his long-awaited ideas for overhauling the
mortgage finance giants Fannie Mae and Freddie Mac to
significantly reduce the government's risk in any future credit
crisis.

According to the report, in an appearance in Phoenix, Mr. Obama
will endorse bipartisan efforts in the Senate to wind down the two
companies and end their longtime implicit guarantee of a federal
government bailout. That dread prospect, once thought improbable,
was realized in the fall 2008 financial crisis; Fannie Mae and
Freddie Mac, then bankrupt, were made conservators of the
government at great cost to taxpayers, who only now are being
repaid.

The president, according to administration officials, will make
clear that he will only sign into law a measure that puts private
investors primarily at risk for the two companies, which buy and
guarantee many mortgages from banks to provide a continuing stream
of money for lenders to provide to additional home buyers, the
report said.

An acceptable measure also must specify the government's role and
liabilities for Fannie Mae and Freddie Mac, the officials said,
and -- unlike legislation in the Republican-controlled House --
must ensure Americans' continued access to a 30-year mortgage at a
fixed interest rate, the report further related.

House Republicans would let the market determine whether to
provide the long-standard mortgages, but the White House and the
bipartisan Senate groups say that would make a 30-year, fixed-rate
mortgage harder to get and more costly, the report added.


* UBS Agrees to Settle Federal Claims in Mortgage Case
------------------------------------------------------
Ben Protess, writing for The New York Times' DealBook, reported
that UBS agreed to pay $50 million to settle federal accusations
that it misled investors about a complex mortgage security, a
transaction that loomed over the government's recent legal battle
with a former Goldman Sachs trader blamed for his role in creating
a similar security.

According to the report, the Securities and Exchange Commission's
case against UBS, the giant Swiss bank, made a cameo appearance in
the trial of the former Goldman trader, Fabrice P. Tourre, whom a
jury found liable on six counts of civil securities fraud last
week. ACA Management, a company that helped structure the mortgage
securities in 2007 for both Goldman and UBS, linked the two
financial crisis-era cases.

In Mr. Tourre's case, the former trader was blamed for not warning
ACA that a hedge fund involved in picking assets for the deal was
also betting that it would fail, the report said.  Two former top
ACA executives testified on the S.E.C.'s behalf, contending that
Mr. Tourre kept them in the dark about the hedge fund's conflict
of interest.

In the UBS case, ACA provided the bank with about $23 million in
upfront cash payments related to the mortgage deal, the report
added.  UBS pocketed the $23 million rather than sweeping it into
the mortgage security, known as a collateralized debt obligation,
or C.D.O. UBS marketed the deal, according to the S.E.C., "using
materials that omitted any reference to its retention of the
upfront payments," making it an "undisclosed fee."

"UBS kept $23.6 million that under the terms of the deal should
have gone to the C.D.O. for the benefit of its investors," George
S. Canellos, the S.E.C.'s co-director of enforcement, said in a
statement, the report cited.


* Fed Should Reverse Commodity Policy, CFTC's Chilton Says
----------------------------------------------------------
Silla Brush, writing for Bloomberg News, reported that the Federal
Reserve should reverse a decade-old ruling that lets banks trade
physical commodities, Commodity Futures Trading Commission member
Bart Chilton said.

"I don't want a bank owning an electric service, or cotton, corn
or feedlots," Chilton, a Democrat, said in remarks prepared for
delivery at a conference of U.S. cotton growers in Lake Tahoe,
California, the report related.  "I don't want banks owning
warehouses, whether they have aluminum, gold, silver or anything
else in them." The Fed "can and should reverse" the policy, he
said.

Banks including Citigroup Inc., JPMorgan Chase & Co., and Morgan
Stanley, all based in New York, have been permitted to expand into
commodities markets under a 2003 Fed decision and subsequent ones,
the report noted.  The central bank said last month that it's
reviewing the policy amid Senate scrutiny of whether such
involvement allows Wall Street firms to control prices.

JPMorgan, the biggest U.S. bank by assets, said days after a
congressional hearing on the matter last month that it's weighing
whether to sell or spin off holdings in physical commodities, the
report recalled.  The 10 largest Wall Street firms reaped about $6
billion in revenue from commodities in 2012, including dealings in
physical materials as well as related financial products,
analytics company Coalition Ltd. said in a Feb. 15 report.


* Wells Fargo Lending Program Didn't Cheat Investors
----------------------------------------------------
Margaret Cronin Fisk & Beth Hawkins, writing for Bloomberg News,
reported that Wells Fargo & Co. didn't withhold material
information about its securities-lending program from
institutional investors and isn't liable for any losses, a lawyer
for the bank said at the end of a trial.

According to the report, Blue Cross Blue Shield of Minnesota and
11 other plaintiffs sued Wells Fargo in 2011, alleging the company
marketed a risky program as safe and cost investors millions of
dollars. Wells Fargo has denied misleading the investors and
blamed any losses on the financial crisis.

"Nothing Wells Fargo did or did not do harmed investors in this
case," Bart Williams, an attorney for the bank, said in closing
arguments in federal court in St. Paul, Minnesota, the report
related. "You can find yourself in a position, as Wells Fargo did,
where all of a sudden your securities are illiquid, you can't sell
them."

Wells Fargo misrepresented the risk and breached its fiduciary
duty to the institutional investors, causing $8.2 million in
losses, Mike Ciresi, an attorney for the plaintiffs, said in his
closing argument, the report further related.

"These are nonprofits who have missions and $8 million is an
enormous loss," he said, the report added.  Wells Fargo "put its
own interest ahead of the plaintiffs," Ciresi said.

The Minnesota case is Blue Cross Blue Shield of Minnesota v. Wells
Fargo Bank, 11-cv-02529, U.S. District Court, District of
Minnesota (St. Paul).


* Indiana Senator to Push for Municipal Bankruptcy Law
------------------------------------------------------
The Associated Press reported that a northwestern Indiana lawmaker
says he will push a measure next year that would change state law
to allow local governments to file for bankruptcy like Detroit did
in July.

According to the report, Republican Sen. Ed Charbonneau of
Valparaiso says it's time for Indiana to set up a process to make
bankruptcy an option for distressed local governments when all
other choices have been exhausted.

Federal bankruptcy laws allow municipal governments to seek
Chapter 9 bankruptcy protection only if their state authorizes it,
the report said.. Only 28 states allow local government
bankruptcies under various conditions.

A dozen states, including Michigan, allow municipal bankruptcies
when state remedies have been unsuccessful, the report noted.
Other states allow local bankruptcies even if local officials
don't seek state help, The Times in Munster reported.

Between 1980 and 2012, just 262 of the 55,000 local governments
that can issue debt filed for bankruptcy, according to the Pew
Charitable Trusts.


* Lengthy Ch. 11s Fizzle as Out-Of-Court Debt Solutions Rise
------------------------------------------------------------
Law360 reported that as prenegotiated bankruptcies and quick sale
transactions become more popular among large and mid-market
companies struggling to regain control of their finances, the days
of the protracted, sometimes years-long Chapter 11 process appear
to be winding down, experts say.

According to the report, Chapter 11 filings overall have been
declining in the past few years, but bankruptcy experts say the
prolonged, traditional reorganization is down, as well. Some have
gone as far as to say that with a few exceptions, those days are
in the past.


* Wilson Elser Adds RE, Bankruptcy Pro in West Palm Beach
---------------------------------------------------------
Law360 reported that a former Ciklin Lubitz Martens & O'Connell
commercial litigator who specializes in professional liability
defense, real estate disputes and bankruptcy litigation has joined
Wilson Elser Moskowitz Edelman & Dicker LLP in its West Palm
Beach, Fla., office, the firm said.

Richard Jarolem, during his more than 15 years of experience in
the courtroom, has handled an array of business disputes, from
land-use issues to professional malpractice actions for attorneys
and eviction suits for the underprivileged, according to the firm.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re Genesee Earth Movers, Inc.
   Bankr. W.D.N.Y. Case No. 13-11947
     Chapter 11 Petition filed July 20, 2013
         See http://bankrupt.com/misc/nywb13-11947.pdf
         represented by: David H. Ealy, Esq.
                         Trevett, Cristo, Salzer & Andolina P.C.
                         E-mail: dealy@trevettlaw.com

In re Amberg Construction, LLC
   Bankr. D. Ariz. Case No. 13-12516
     Chapter 11 Petition filed July 22, 2013
         See http://bankrupt.com/misc/azb13-12516.pdf
         represented by: J. Kent Mackinlay, Esq.
                         Warnock, Mackinlay & Carman, PLLC
                         E-mail: kent@mackinlaylawoffice.com

In re Robert Haymes
   Bankr. D. Ariz. Case No. 13-12462
      Chapter 11 Petition filed July 22, 2013

In re Michael Montrief
   Bankr. C.D. Cal. Case No. 13-16197
      Chapter 11 Petition filed July 22, 2013

In re Olegario Lopez
   Bankr. C.D. Cal. Case No. 13-28564
      Chapter 11 Petition filed July 22, 2013

In re M V V, LLC
   Bankr. D. Conn. Case No. 13-31397
     Chapter 11 Petition filed July 22, 2013
         See http://bankrupt.com/misc/ctb13-31397.pdf
         represented by: George C. Tzepos, Esq.
                         Law Offices of George C. Tzepos
                         E-mail: zepseven@sbcglobal.net

In re Corey Simon
   Bankr. N.D. Fla. Case No. 13-40460
      Chapter 11 Petition filed July 22, 2013

In re J M Enterprises A, LLC
        fka J & M Enterprises, LLC
   Bankr. S.D. Fla. Case No. 13-27216
     Chapter 11 Petition filed July 22, 2013
         See http://bankrupt.com/misc/flsb13-27216.pdf
         represented by: Stan Riskin, Esq.
                         E-mail: stan.riskin@gmail.com

In re Scores All Star Sports Bar, Inc.
   Bankr. N.D. Ga. Case No. 13-65828
     Chapter 11 Petition filed July 22, 2013
         See http://bankrupt.com/misc/ganb13-65828.pdf
         represented by: Richard E. Thomasson, Esq.
                         Thomasson Law Firm, LLC
                         E-mail: ret@thomassonlawfirm.com

In re Gretna College School of Allied Health, Inc.
        aka Gretna Career College, Inc.
   Bankr. E.D. La. Case No. 13-11998
     Chapter 11 Petition filed July 22, 2013
         See http://bankrupt.com/misc/laeb13-11998.pdf
         Filed pro se

In re HMB Investments, LLC
   Bankr. W.D. Mich. Case No. 13-05865
     Chapter 11 Petition filed July 22, 2013
         See http://bankrupt.com/misc/miwb13-5865.pdf
         represented by: Scott A. Chernich, Esq.
                         Foster, Swift, Collins & Smith, P.C.
                         E-mail: Jphillips@fosterswift.com

In re North Adams Investments, LLC
   Bankr. W.D. Mich. Case No. 13-05864
     Chapter 11 Petition filed July 22, 2013
         See http://bankrupt.com/misc/miwb13-5864.pdf
         represented by: Scott A. Chernich, Esq.
                         Foster, Swift, Collins & Smith, P.C.
                         E-mail: Jphillips@fosterswift.com

In re Christopher Groner
   Bankr. S.D. Miss. Case No. 13-51421
      Chapter 11 Petition filed July 22, 2013

In re Jesus Vega
   Bankr. D. Nev. Case No. 13-16297
      Chapter 11 Petition filed July 22, 2013

In re Ralph Coppola
   Bankr. D. Nev. Case No. 13-51445
      Chapter 11 Petition filed July 22, 2013

In re Donna Hagaman
   Bankr. D.N.J. Case No. 13-25940
      Chapter 11 Petition filed July 22, 2013

In re Preacher Day Care Center, LLC
   Bankr. D.N.J. Case No. 13-25892
     Chapter 11 Petition filed July 22, 2013
         See http://bankrupt.com/misc/njb13-25892.pdf
         Filed pro se

In re Blink Group Management LP
   Bankr. E.D.N.Y. Case No. 13-73799
     Chapter 11 Petition filed July 22, 2013
         See http://bankrupt.com/misc/nyeb13-73799.pdf
         Filed pro se

In re Commonwealth Realty Group LLC
   Bankr. S.D.N.Y. Case No. 13-23214
     Chapter 11 Petition filed July 22, 2013
         See http://bankrupt.com/misc/nysb13-23214.pdf
         Filed pro se

In re Valu Auto Care Centers of WNY, Inc.
       fdba Successor-in-Interest to DPK of Western New York, Inc.
       fdba Successor-in-Interest to Valu Discount Muffler & Brake
       fdba Successor-in-Interest to Valu Muffler & Brake
       fdba Successor-in-Interest to Valu Muffler of Kenmore, Inc.
   Bankr. W.D.N.Y. Case No. 13-11949
     Chapter 11 Petition filed July 22, 2013
         See http://bankrupt.com/misc/nywb13-11949.pdf
         represented by: Daniel F. Brown, Esq.
                         Andreozzi, Bluestein, Fickess, Muhlbauer
                         Weber, Brown, LLP
                         E-mail: dfb@abfmwb.com

In re DSDTT, LLC
   Bankr. W.D. Okla. Case No. 13-13304
     Chapter 11 Petition filed July 22, 2013
         See http://bankrupt.com/misc/okwb13-13304.pdf
         represented by: O. Clifton Gooding, Esq.
                         The Gooding Law Firm
                         E-mail: cgooding@goodingfirm.com

In re Ultimate Auto Body, Inc.
   Bankr. W.D. Pa. Case No. 13-23080
     Chapter 11 Petition filed July 22, 2013
         See http://bankrupt.com/misc/pawb13-23080p.pdf
         See http://bankrupt.com/misc/pawb13-23080c.pdf
         represented by: Jeffrey J. Sikirica, Esq.
                         Law Office of Jeffrey J. Sikirica
                         E-mail: SikiricaLaw@consolidated.net

In re Laboratorio Clinico Levitown Inc.
   Bankr. D.P.R. Case No. 13-05932
     Chapter 11 Petition filed July 22, 2013
         See http://bankrupt.com/misc/prb13-5932.pdf
         represented by: Isabel M Fullana, Esq.
                         Garcia Arregui & Fullana PSC
                         E-mail: isabelfullana@gmail.com

In re JC&H Inc.
        dba Lone Star Services Company
   Bankr. N.D. Tex. Case No. 13-43280
     Chapter 11 Petition filed July 22, 2013
         See http://bankrupt.com/misc/txnb13-43280.pdf
         represented by: Craig Douglas Davis, Esq.
                         Davis, Ermis & Roberts, P.C.
                         E-mail: davisdavisandroberts@yahoo.com

In re Thomas Ammon
   Bankr. N.D. Tex. Case No. 13-43288
      Chapter 11 Petition filed July 22, 2013

In re Underbrella Coproration
        dba Upper Decks
   Bankr. W.D. Tex. Case No. 13-11378
     Chapter 11 Petition filed July 22, 2013
         See http://bankrupt.com/misc/txwb13-11378.pdf
         represented by: Glen L. Work, Esq.
                         Law Office of Glen L. Work, PLLC
                         E-mail: glen@glworklaw.com

In re Austin Balzer
   Bankr. W.D. Va. Case No. 13-71194
      Chapter 11 Petition filed July 22, 2013
In re Ella Smothers
   Bankr. C.D. Cal. Case No. 13-28622
      Chapter 11 Petition filed July 23, 2013

In re Elbiali Osman
   Bankr. C.D. Cal. Case No. 13-28671
      Chapter 11 Petition filed July 23, 2013

In re Sierra USA Communications, Inc.
   Bankr. D. Del. Case No. 13-11837
     Chapter 11 Petition filed July 23, 2013
         See http://bankrupt.com/misc/deb13-11837.pdf
         represented by: Laura Davis Jones, Esq.
                         PACHULSKI STANG ZIEHL & JONES, LLP
                         E-mail: ljones@pszjlaw.com

In re Maxcom U.S.A., Inc.
   Bankr. D. Del. Case No. 13-11838
     Chapter 11 Petition filed July 23, 2013
         See http://bankrupt.com/misc/deb13-11838.pdf
         represented by: Laura Davis Jones, Esq.
                         PACHULSKI STANG ZIEHL & JONES, LLP
                         E-mail: ljones@pszjlaw.com

In re Shoppes of Eagle Harbor, Ltd.
   Bankr. M.D. Fla. Case No. 13-04512
     Chapter 11 Petition filed July 23, 2013
         See http://bankrupt.com/misc/flmb13-04512.pdf
         represented by: William B. McDaniel, Esq.
                       BANKRUPTCY LAW FIRM OF LANSING J ROY, P.A.
                       E-mail: court@jacksonvillebankruptcy.com

In re John O?Connor
   Bankr. M.D. Fla. Case No. 13-04514
      Chapter 11 Petition filed July 23, 2013

In re Callen Enterprises Boca Raton, LLC
        fka The Spice & Tea Exchange of Boca Raton, LLC
   Bankr. M.D. Fla. Case No. 13-09584
     Chapter 11 Petition filed July 23, 2013
         See http://bankrupt.com/misc/flmb13-09584p.pdf
         See http://bankrupt.com/misc/flmb13-09584c.pdf
         represented by: James W. Elliott, Esq.
                         MCINTYRE, PANZARELLA, THANASIDES ET AL
                         E-mail: james@mcintyrefirm.com

In re Midwest Methane Inc.
   Bankr. C.D. Ill. Case No. 13-81452
     Chapter 11 Petition filed July 23, 2013
         See http://bankrupt.com/misc/ilcb13-81452.pdf
         represented by: Gregory J Jordan
                         JORDAN & ZITO, LLC
                         E-mail: gjordan@jka-law.com

In re North Beach Partners, LLC
   Bankr. D. Nev. Case No. 13-16332
     Chapter 11 Petition filed July 23, 2013
         See http://bankrupt.com/misc/nvb13-16332.pdf
         Filed as Pro Se

In re William Hale
   Bankr. D. Nev. Case No. 13-16333
      Chapter 11 Petition filed July 23, 2013

In re Gerard Lombardo
   Bankr. E.D.N.Y. Case No. 13-44489
      Chapter 11 Petition filed July 23, 2013

In re Penn-Mont Benefit Services, Inc.
   Bankr. E.D. Pa. Case No. 13-16444
     Chapter 11 Petition filed July 23, 2013
         See http://bankrupt.com/misc/paeb13-16444.pdf
         represented by: Matthew A. Hamermesh, Esq.
                         HANGLEY ARONCHICK SEGAL & PUDLIN
                         E-mail: mhamermesh@hangley.com

In re Koresko & Associates, P.C.
   Bankr. E.D. Pa. Case No. 13-16445
     Chapter 11 Petition filed July 23, 2013
         See http://bankrupt.com/misc/paeb13-16445.pdf
         represented by: Matthew A. Hamermesh, Esq.
                         HANGLEY ARONCHICK SEGAL & PUDLIN
                         E-mail: mhamermesh@hangley.com

In re Mid Investment Inc.
   Bankr. D. P.R. Case No. 13-05962
     Chapter 11 Petition filed July 23, 2013
         See http://bankrupt.com/misc/prb13-05962.pdf
         represented by: Miguel Angel Serrano-Urdaz, Esq.
                         SERRANO URDAZ LAW OFFICE
                         E-mail: serrano.urdaz.law@hotmail.com

In re Pebble Beach Properties LLC
   Bankr. W.D. Wash. Case No. 13-44770
     Chapter 11 Petition filed July 23, 2013
         See http://bankrupt.com/misc/wawb13-44770.pdf
         represented by: Brian L. Budsberg, Esq.
                         BUDSBERG LAW GROUP, PLLC
                         E-mail: paralegal@budsberg.com

In re Gillen Enterprises L.L.C.
   Bankr. N.D. W.Va. Case No. 13-00878
     Chapter 11 Petition filed July 23, 2013
         See http://bankrupt.com/misc/wvnb13-00878.pdf
         represented by: Thomas H. Fluharty, Esq.
                         E-mail: THFDEBTATTY@wvdsl.net

In re Max Gifford
   Bankr. D. Wyo. Case No. 13-20724
      Chapter 11 Petition filed July 23, 2013

In re Alpha 365, LLC
   Bankr. D. Conn. Case No. 13-51150
     Chapter 11 Petition filed July 24, 2013
         See http://bankrupt.com/misc/ctb13-51150.pdf
         Filed pro se

In re Howison Heights Inc
   Bankr. D. Kans. Case No. 13-11906
     Chapter 11 Petition filed July 24, 2013
         See http://bankrupt.com/misc/ksb13-11906.pdf
         represented by: Susan G. Saidian, Esq.
                         Case, Moses, Zimmerman & Martin, P.A.
                         E-mail: sgsaidian@cmzwlaw.com

In re Hotel Charles Enterprises, LLC
   Bankr. D. Md. Case No. 13-22613
     Chapter 11 Petition filed July 24, 2013
         See http://bankrupt.com/misc/mdb13-22613.pdf
         represented by: James Greenan, Esq.
                         McNamee, Hosea, et. al.
                         E-mail: jgreenan@mhlawyers.com

In re Majida Asmar
   Bankr. E.D. Mich. Case No. 13-54215
      Chapter 11 Petition filed July 24, 2013

In re Roberts Property Associates, LLC
   Bankr. E.D. Mich. Case No. 13-54223
     Chapter 11 Petition filed July 24, 2013
         See http://bankrupt.com/misc/mieb13-54223.pdf
         represented by: Mark H. Shapiro, Esq.
                         Steinberg Shapiro & Clark
                         E-mail: shapiro@steinbergshapiro.com

In re Ryiadh Asmar
   Bankr. E.D. Mich. Case No. 13-54215
      Chapter 11 Petition filed July 24, 2013

In re Fluid Building Associates, LLC
   Bankr. W.D. Mo. Case No. 13-42774
     Chapter 11 Petition filed July 24, 2013
         See http://bankrupt.com/misc/mowb13-42774.pdf
         represented by: Colin N. Gotham, Esq.
                         Evans & Mullinix, P.A.
                         E-mail: colin@evans-mullinix.com

In re Russell Koppes
   Bankr. D. Mont. Case No. 13-61013
      Chapter 11 Petition filed July 24, 2013

In re Edward Schechterman
   Bankr. D.N.J. Case No. 13-26147
      Chapter 11 Petition filed July 24, 2013

In re Edward Schechterman DMD, P.A.
   Bankr. D.N.J. Case No. 13-26158
     Chapter 11 Petition filed July 24, 2013
         See http://bankrupt.com/misc/njb13-26158.pdf
         represented by: Gary N. Marks, Esq.
                         Norris, McLaughlin & Marcus
                         E-mail: gnmarks@nmmlaw.com

In re Alan Shiner
   Bankr. S.D.N.Y. Case No. 13-12410
      Chapter 11 Petition filed July 24, 2013

In re Dennis Zawacki
   Bankr. W.D. Pa. Case No. 13-23110
      Chapter 11 Petition filed July 24, 2013

In re Elias Painting & Contracting Co, Inc.
   Bankr. W.D. Pa. Case No. 13-70555
     Chapter 11 Petition filed July 24, 2013
         See http://bankrupt.com/misc/pawb13-70555.pdf
         represented by: James R. Walsh, Esq.
                         Spence Custer Saylor Wolfe & Rose
                         E-mail: jwalsh@spencecuster.com

In re Padiel Nazario Caraballo
   Bankr. D.P.R. Case No. 13-6017
      Chapter 11 Petition filed July 24, 2013

In re Terry Case
   Bankr. E.D. Tenn. Case No. 13-13629
      Chapter 11 Petition filed July 24, 2013

In re Gerry Budbill
   Bankr. W.D. Wash. Case No. 13-16747
      Chapter 11 Petition filed July 24, 2013
In re Encore Capital Corporation
   Bankr. C.D. Cal. Case No. 13-22739
     Chapter 11 Petition filed July 25, 2013
         See http://bankrupt.com/misc/cacb13-22739.pdf
         represented by: Lara T. Abuzeid, Esq.
                         ABUZEID LAW

In re Robert Mann
   Bankr. M.D. Fla. Case No. 13-04559
      Chapter 11 Petition filed July 25, 2013

In re Kenny Specht
   Bankr. S.D. Fla. Case No. 13-27566
      Chapter 11 Petition filed July 25, 2013

In re Avtar Heir
   Bankr. D. N.J. Case No. 13-26297
      Chapter 11 Petition filed July 25, 2013

In re Dale Boyd
   Bankr. E.D.N.C. Case No. 13-04636
      Chapter 11 Petition filed July 25, 2013

In re Lionel Wyatt
   Bankr. C.D. Cal. Case No. 13-28903
      Chapter 11 Petition filed July 26, 2013

In re Norman Morales
   Bankr. C.D. Cal. Case No. 13-16375
      Chapter 11 Petition filed July 26, 2013

In re Olympian Way LLC
   Bankr. N.D. Cal. Case No. 13-53970
     Chapter 11 Petition filed July 26, 2013
         See http://bankrupt.com/misc/canb13-53970.pdf
         Filed pro se

In re James Carroll
   Bankr. D. Md. Case No. 13-22772
      Chapter 11 Petition filed July 26, 2013

In re Amrik Pabla
   Bankr. D. Mass. Case No. 13-14450
      Chapter 11 Petition filed July 26, 2013

In re Ellis Dawsey
   Bankr. E.D.N.C. Case No. 13-4640
      Chapter 11 Petition filed July 26, 2013

In re TAM of Allegheny LLC
        dba Stonefront Witch Way Inn
   Bankr. W.D. Pa. Case No. 13-23143
     Chapter 11 Petition filed July 26, 2013
         See http://bankrupt.com/misc/pawb13-23143.pdf
         represented by: J. Michael Baggett, Esq.
                         McCann Garland Ridall & Burke
                         E-mail: BAGGETTMJ@aol.com

In re Estate of Willie David Cook, Sr.
   Bankr. M.D. Tenn. Case No. 13-06485
     Chapter 11 Petition filed July 26, 2013
         See http://bankrupt.com/misc/tnmb13-6485.pdf
         represented by: Steven L. Lefkovitz, Esq.
                         Law Offices Lefkovitz & Lefkovitz
                         E-mail: slefkovitz@lefkovitz.com

In re Jose Ramos-Torres
   Bankr. D.P.R. Case No. 13-6054
      Chapter 11 Petition filed July 27, 2013

In re North Texas Neurology Assoc, LLP
   Bankr. N.D. Tex. Case No. 13-43371
     Chapter 11 Petition filed July 27, 2013
         See http://bankrupt.com/misc/txnb13-43371p.pdf
         See http://bankrupt.com/misc/txnb13-43371c.pdf
         represented by: Craig Douglas Davis, Esq.
                         Davis, Ermis & Roberts, P.C.
                         E-mail: davisdavisandroberts@yahoo.com

In re Miltiadis Athanasopoulos
   Bankr. D. Mass. Case No. 13-14463
      Chapter 11 Petition filed July 28, 2013
In re Chek-Ups Plus Inc.
   Bankr. N.D. Ala. Case No. 13-82245
     Chapter 11 Petition filed July 29, 2013
         See http://bankrupt.com/misc/alnb13-82245p.pdf
         See http://bankrupt.com/misc/alnb13-82245c.pdf
         represented by: Robert E. Long, Jr., Esq.
                         LONG & LONG ATTYS
                         E-mail: rlongatty@yahoo.com

In re Triple J Restaurant Group LLC
        aka Speakeasy Saloon & Grill
   Bankr. D. Ariz. Case No. 13-12923
     Chapter 11 Petition filed July 29, 2013
         Filed as Pro Se

In re Arms Tech, Ltd.
   Bankr. D. Ariz. Case No. 13-12958
     Chapter 11 Petition filed July 29, 2013
         See http://bankrupt.com/misc/azb13-12958.pdf
         represented by: Cindy Lee Greene, Esq.
                         CARMICHAEL & POWELL, P.C.
                         E-mail: c.greene@cplawfirm.com

In re Frank Rocha
   Bankr. E.D. Cal. Case No. 13-15159
      Chapter 11 Petition filed July 29, 2013

In re Missionary Church of Jesus Christ Inc.
   Bankr. M.D. Fla. Case No. 13-09331
     Chapter 11 Petition filed July 29, 2013
         Filed as Pro Se

In re King Rains Entertainment LLC
        dba Off Limits Lake
   Bankr. M.D. Fla. Case No. 13-09332
     Chapter 11 Petition filed July 29, 2013
         Filed as Pro Se

In re Sofia Panagiotopoulos
   Bankr. S.D. Fla. Case No. 13-27781
      Chapter 11 Petition filed July 29, 2013

In re 153rd Mellon LLC
   Bankr. S.D. Fla. Case No. 13-27818
     Chapter 11 Petition filed July 29, 2013
         See http://bankrupt.com/misc/flsb13-27818.pdf
         represented by: Brett A. Elam, Esq.
                         THE LAW OFFICES OF BRETT A. ELAM, P.A.
                         E-mail: belam@brettelamlaw.com

In re The T.L.C. Group, Ltd.
   Bankr. N.D. Ill. Case No. 13-30116
     Chapter 11 Petition filed July 29, 2013
         See http://bankrupt.com/misc/ilnb13-30116.pdf
         represented by: James P. Mullally, Esq.
                         KONEWKO & ASSOC., LTD.
                         E-mail: jpm@konewkoandassoc.com

In re Earl Simmons
   Bankr. S.D.N.Y. Case No. 13-23254
      Chapter 11 Petition filed July 29, 2013

In re D. Stack, Inc.
        dba Starrs Oak Furniture
            Star Furniture
   Bankr. S.D.N.Y. Case No. 13-36719
     Chapter 11 Petition filed July 29, 2013
         See http://bankrupt.com/misc/nysb13-36719.pdf
         represented by: Thomas Genova, Esq.
                         GENOVA & MALIN, ATTORNEYS
                         E-mail: genmallaw@optonline.net

In re Longbranch of Raleigh, Inc.
   Bankr. E.D.N.C. Case No. 13-04688
     Chapter 11 Petition filed July 29, 2013
         See http://bankrupt.com/misc/nceb13-04688.pdf
         represented by: Douglas Q. Wickham, Esq.
                         HATCH, LITTLE & BUNN, LLP
                         E-mail: dqwickham@hatchlittlebunn.com

In re Intertec Group Inc.
        dba Cattlemen Company Steak House
   Bankr. D. P.R. Case No. 13-06062
     Chapter 11 Petition filed July 29, 2013
         See http://bankrupt.com/misc/prb13-06062.pdf
         represented by: Alberto O. Lozada Colon, Esq.
                         BUFETE LOZADA COLON
                         E-mail: alberto3@coqui.net

In re Manuel Hernandez Quijano
   Bankr. D. P.R. Case No. 13-06076
     Chapter 11 Petition filed July 29, 2013
         represented by: Pablo E. Garcia, Esq.
                         E-mail: abogado00985@yahoo.com

In re David Hyatt
   Bankr. D. S.C. Case No. 13-04305
      Chapter 11 Petition filed July 29, 2013

In re Sandra Sullivan Enterprises, LLC
        dba American Pools & More
        fdba a licensee of Pool and Spa Depot, Cookeville
   Bankr. M.D. Tenn. Case No. 13-06531
     Chapter 11 Petition filed July 29, 2013
         See http://bankrupt.com/misc/tnmb13-06531.pdf
         represented by: Steven L. Lefkovitz, Esq.
                         LAW OFFICES LEFKOVITZ & LEFKOVITZ
                         E-mail: slefkovitz@lefkovitz.com

In re Nationwide Freight Lines
        dba Nationwide Freight Lines, Inc.
   Bankr. M.D. Tenn. Case No. 13-06542
     Chapter 11 Petition filed July 29, 2013
         See http://bankrupt.com/misc/tnmb13-06542.pdf
         represented by: Steven L. Lefkovitz, Esq.
                         LAW OFFICES LEFKOVITZ & LEFKOVITZ
                         E-mail: slefkovitz@lefkovitz.com

In re Laura Balzer
   Bankr. E.D. Va. Case No. 13-34095
      Chapter 11 Petition filed July 29, 2013

In re Anne Scott
   Bankr. W.D. Wash. Case No. 13-16896
      Chapter 11 Petition filed July 29, 2013

In re Jeffrey Berry
   Bankr. W.D. Wash. Case No. 13-44915
      Chapter 11 Petition filed July 29, 2013

In re Juan Celaya
   Bankr. S.D. Cal. Case No. 13-7647
      Chapter 11 Petition filed July 30, 2013

In re Thomas Hoh
   Bankr. D. Colo. Case No. 13-22940
      Chapter 11 Petition filed July 30, 2013

In re James Ludwig
   Bankr. N.D. Ill. Case No. 13-30349
      Chapter 11 Petition filed July 30, 2013

In re James Wheat
   Bankr. E.D. La. Case No. 13-12079
      Chapter 11 Petition filed July 30, 2013

In re Darla White
   Bankr. E.D. Mich. Case No. 13-21977
      Chapter 11 Petition filed July 30, 2013

In re Leo's Souvlaki & Coney Island, Inc.
        dba Leo's Coney Island
   Bankr. E.D. Mich. Case No. 13-54539
     Chapter 11 Petition filed July 30, 2013
         See http://bankrupt.com/misc/mieb13-54539.pdf
         represented by: Harvey Altus, Esq.
                         E-mail: harveyaltus@altuslaw.net

In re Michael White
   Bankr. E.D. Mich. Case No. 13-21977
      Chapter 11 Petition filed July 30, 2013

In re Renault Enterprises, LLC
   Bankr. S.D. Miss. Case No. 13-02328
     Chapter 11 Petition filed July 30, 2013
         Filed pro se

In re Grove Street Property Managment, LLC
   Bankr. D.N.J. Case No. 13-26594
     Chapter 11 Petition filed July 30, 2013
         See http://bankrupt.com/misc/njb13-26594.pdf
         represented by: Paul Gauer, Esq.
                         E-mail: gauerlaw@aol.com

In re Phillipos Restaurant Inc.
   Bankr. E.D.N.Y. Case No. 13-44665
     Chapter 11 Petition filed July 30, 2013
         See http://bankrupt.com/misc/nyeb13-44665.pdf
         represented by: Lawrence F. Morrison, Esq.
                         E-mail: morrlaw@aol.com

In re Mi Casa Es Su Casa Restaurant Lounge Inc.
   Bankr. S.D.N.Y. Case No. 13-12472
     Chapter 11 Petition filed July 30, 2013
         See http://bankrupt.com/misc/nysb13-12472.pdf
         represented by: James H. Fischer, Esq.
                         E-mail: jhfischer@optonline.net

In re Toth Farms III, LLC
   Bankr. N.D. Ohio Case No. 13-15351
     Chapter 11 Petition filed July 30, 2013
         See http://bankrupt.com/misc/ohnb13-15351.pdf
         represented by: Anthony J DeGirolamo, Esq.
                         E-mail: ajdlaw@sbcglobal.net

In re Hogar Maria Santisima Inc.
   Bankr. D.P.R. Case No. 13-06086
     Chapter 11 Petition filed July 30, 2013
         See http://bankrupt.com/misc/prb13-6086.pdf
         represented by: Victor Gratacos-Diaz, Esq.
                         Victor Gratacos-Diaz Legal Office
                         E-mail: bankruptcy@gratacoslaw.com

In re James Salellas Rodriguez
   Bankr. D.P.R. Case No. 13-6119
      Chapter 11 Petition filed July 30, 2013

In re Madrigal's Montessori, C.D.C., Inc.
   Bankr. S.D. Tex. Case No. 13-50137
     Chapter 11 Petition filed July 30, 2013
         See http://bankrupt.com/misc/txsb13-50137.pdf
         represented by: Adolfo Campero, Jr., Esq.
                         E-mail: acampero@camperolaw.com

In re Diana Tellez
   Bankr. E.D. Va. Case No. 13-13529
      Chapter 11 Petition filed July 30, 2013

In re Virginia Collision Center, Inc.
   Bankr. E.D. Va. Case No. 13-34140
     Chapter 11 Petition filed July 30, 2013
         See http://bankrupt.com/misc/vaeb13-34140.pdf
         represented by: Roy M. Terry, Jr., Esq.
                         Sands Anderson PC
                         E-mail: rterry@sandsanderson.com
In re Charles McGee
   Bankr. N.D. Ala. Case No. 13-03392
      Chapter 11 Petition filed July 31, 2013

In re TBOW, LLC
        dba Right On Time Logistics
   Bankr. D. Ariz. Case No. 13-13185
     Chapter 11 Petition filed July 31, 2013
         See http://bankrupt.com/misc/azb13-13185.pdf
         represented by: Janet Marie Spears, Esq.
                         ROWLEY CHAPMAN & BARNEY, LTD
                         E-mail: janet@azlegal.com

In re Sergio Padilla
   Bankr. D. Ariz. Case No. 13-13250
      Chapter 11 Petition filed July 31, 2013

In re Carlito Teh
   Bankr. C.D. Cal. Case No. 13-15040
      Chapter 11 Petition filed July 31, 2013

In re Luis Lopez
   Bankr. C.D. Cal. Case No. 13-29355
      Chapter 11 Petition filed July 31, 2013

In re Cindya Vargas
   Bankr. C.D. Cal. Case No. 13-29364
      Chapter 11 Petition filed July 31, 2013

In re John Wong
   Bankr. N.D. Cal. Case No. 13-54113
      Chapter 11 Petition filed July 31, 2013

In re Lisa Pennington
   Bankr. W.D. Cal. Case No. 13-31674
      Chapter 11 Petition filed July 31, 2013

In re Joseph Frengs
   Bankr. D. Conn. Case No. 13-51203
      Chapter 11 Petition filed July 31, 2013

In re Mary Settle
   Bankr. S.D. Fla. Case No. 13-28016
      Chapter 11 Petition filed July 31, 2013

In re Edward P. Broggi DMD PA
   Bankr. S.D. Fla. Case No. 13-28125
     Chapter 11 Petition filed July 31, 2013
         See http://bankrupt.com/misc/flsb13-28125.pdf
         represented by: Brett A. Elam, Esq.
                         THE LAW OFFICES OF BRETT A. ELAM, P.A.
                         E-mail: belam@brettelamlaw.com

In re Oraphan USA, LLC
   Bankr. S.D. Fla. Case No. 13-28165
     Chapter 11 Petition filed July 31, 2013
         See http://bankrupt.com/misc/flsb13-28165.pdf
         Filed as Pro Se

In re Lifetree Natural Foods (Inc.)
   Bankr. M.D. Ga. Case No. 13-51946
     Chapter 11 Petition filed July 31, 2013
         See http://bankrupt.com/misc/gamb13-51946.pdf
         represented by: Wesley J. Boyer, Esq.
                         KATZ, FLATAU, POPSON AND BOYER, LLP
                         E-mail: wjboyer_2000@yahoo.com

In re Frederick Jones
   Bankr. N.D. Ga. Case No. 13-66396
      Chapter 11 Petition filed July 31, 2013

In re KC Smile P.A.
        fka E. Kennedy Rogers DDS and Ross Headley DDS PA
   Bankr. D. Kans. Case No. 13-21981
     Chapter 11 Petition filed July 31, 2013
         See http://bankrupt.com/misc/ksb13-21981.pdf
         represented by: Shane J. McCall, Esq.
                         LENTZ CLARK DEINES, P.A.
                         E-mail: smccall@lcdlaw.com

In re Diego Hernandez-Rivera
   Bankr. D. P.R. Case No. 13-06146
      Chapter 11 Petition filed July 31, 2013

In re Nushin LLC
        dba America's Mattress
   Bankr. D. S.C. Case No. 13-04401
     Chapter 11 Petition filed July 31, 2013
         See http://bankrupt.com/misc/scb13-04401.pdf
         represented by: Robert H. Cooper, Esq.
                         E-mail: bknotice@thecooperlawfirm.com

In re Donald Routledge
   Bankr. W.D. Tenn. Case No. 13-11979
      Chapter 11 Petition filed July 31, 2013

In re Advanced Border Logistics, Inc.
   Bankr. S.D. Tex. Case No. 13-50138
     Chapter 11 Petition filed July 31, 2013
         See http://bankrupt.com/misc/txsb13-50138.pdf
         represented by: Adolfo Campero, Jr., Esq.
                         CAMPERO & ASSOCIATES, P.C.
                         E-mail: acampero@camperolaw.com

In re Right Way Trucking, LLC
   Bankr. D. Utah Case No. 13-28733
     Chapter 11 Petition filed July 31, 2013
         See http://bankrupt.com/misc/utb13-28733.pdf
         represented by: Andres' Diaz, Esq.
                         DIAZ & LARSEN
                         E-mail: courtmail@adexpresslaw.com

In re Mariden USA, LLC
   Bankr. E.D. Va. Case No. 13-13534
     Chapter 11 Petition filed July 31, 2013
         See http://bankrupt.com/misc/vaeb13-13534.pdf
         represented by: John J. O'Donnell, Jr., Esq.
                         E-mail: jjolaw@aol.com

In re Vanessa Thompson
   Bankr. E.D. Va. Case No. 13-13549
      Chapter 11 Petition filed July 31, 2013

In re Restaurant Praha Inc.
   Bankr. C.D. Cal. Case No. 13-29559
     Chapter 11 Petition filed August 1, 2013
         See http://bankrupt.com/misc/cacb13-29559.pdf
         Filed pro se

In re Rimoun Mansour
   Bankr. C.D. Cal. Case No. 13-29551
      Chapter 11 Petition filed August 1, 2013

In re Diner Life, Inc.
        fka Deerwood Deli & Restaurant, Inc.
   Bankr. M.D. Fla. Case No. 13-04734
     Chapter 11 Petition filed August 1, 2013
         See http://bankrupt.com/misc/flmb13-4734p.pdf
         See http://bankrupt.com/misc/flmb13-4734c.pdf
         represented by: William B McDaniel, Esq.
                         Bankruptcy Law Firm of Lansing J Roy, PA
                       E-mail: court@jacksonvillebankruptcy.com

In re Gardenia Blue, Inc.
        dba The Rack
   Bankr. M.D. Fla. Case No. 13-10266
     Chapter 11 Petition filed August 1, 2013
         See http://bankrupt.com/misc/flmb13-10266.pdf
         represented by: Buddy D. Ford, Esq.
                         E-mail: Buddy@tampaesq.com

In re Johnny Angels, Inc.
   Bankr. M.D. Fla. Case No. 13-04733
     Chapter 11 Petition filed August 1, 2013
         See http://bankrupt.com/misc/flmb13-4733p.pdf
         See http://bankrupt.com/misc/flmb13-4733c.pdf
         represented by: William B McDaniel, Esq.
                         Bankruptcy Law Firm of Lansing J Roy, PA
                       E-mail: court@jacksonvillebankruptcy.com

In re Ron Grant
   Bankr. S.D. Fla. Case No. 13-28348
      Chapter 11 Petition filed August 1, 2013

In re Murphy & Sons Trucking, Inc.
   Bankr. D. Mass. Case No. 13-14615
     Chapter 11 Petition filed August 1, 2013
         See http://bankrupt.com/misc/mab13-14615.pdf
         represented by: George J. Nader, Esq.
                         Riley & Dever, P.C.
                         E-mail: nader@rileydever.com

In re Strega Entertainment, Inc.
   Bankr. D. Mass. Case No. 13-14628
     Chapter 11 Petition filed August 1, 2013
         See http://bankrupt.com/misc/mab13-14628.pdf
         represented by: Barry R. Levine, Esq.
                         E-mail: barlev@levineatlaw.com

In re Sprinkle Road Investments, LLC
   Bankr. W.D. Mich. Case No. 13-06161
     Chapter 11 Petition filed August 1, 2013
         See http://bankrupt.com/misc/miwb13-6161p.pdf
         See http://bankrupt.com/misc/miwb13-6161c.pdf
         represented by: Cody H. Knight, Esq.
                         Rayman & Knight
                         E-mail: courtmail@raymanstone.com

In re Victor Pantaleoni
   Bankr. D. Nev. Case No. 13-51544
      Chapter 11 Petition filed August 1, 2013

In re Sheevam Inc.
   Bankr. E.D. Pa. Case No. 13-16794
     Chapter 11 Petition filed August 1, 2013
         See http://bankrupt.com/misc/paeb13-16794.pdf
         represented by: Erik B. Jensen, Esq.
                         E-mail: matt@erikjensenlaw.com

In re Seikilos FX Studios, LLC
   Bankr. N.D. Tex. Case No. 13-33866
     Chapter 11 Petition filed August 1, 2013
         See http://bankrupt.com/misc/txnb13-33866.pdf
         represented by: Eric A. Liepins, Esq.
                         Eric A. Liepins, P.C.
                         E-mail: eric@ealpc.com

In re Hanes Home Improvement, Inc.
   Bankr. E.D. Va. Case No. 13-13576
     Chapter 11 Petition filed August 1, 2013
         See http://bankrupt.com/misc/vaeb13-13576.pdf
         represented by: Linda Dianne Regenhardt, Esq.
                         Linda Regenhardt, L.L.C.
                         E-mail: lregenhardt@garylaw.us

In re Star City Holdings, LLC
   Bankr. W.D. Va. Case No. 13-71260
     Chapter 11 Petition filed August 1, 2013
         See http://bankrupt.com/misc/vawb13-71260p.pdf
         See http://bankrupt.com/misc/vawb13-71260c.pdf
         Filed pro se

In re Leroy Wicklund
   Bankr. W.D. Wash. Case No. 13-17059
      Chapter 11 Petition filed August 1, 2013

In re Kate's on State LLC
        dba Pizza Amore
   Bankr. W.D. Wis. Case No. 13-13863
     Chapter 11 Petition filed August 1, 2013
         See http://bankrupt.com/misc/wiwb13-13863.pdf
         represented by: Galen W. Pittman, Esq.
                         E-mail: galenpittman@centurytel.net

In re Daryle Dutton
   Bankr. D. Ariz. Case No. 13-13372
      Chapter 11 Petition filed August 2, 2013

In re David Campbell
   Bankr. D. Ariz. Case No. 13-13381
      Chapter 11 Petition filed August 2, 2013

In re Efrain Olivares
   Bankr. N.D. Cal. Case No. 13-29686
      Chapter 11 Petition filed August 2, 2013

In re Rolando Gonzales
   Bankr. N.D. Cal. Case No. 13-54192
      Chapter 11 Petition filed August 2, 2013

In re Michel Heitstuman
   Bankr. D. D.C. Case No. 13-00477
      Chapter 11 Petition filed August 2, 2013

In re HE Restored US, LLC
   Bankr. M.D. La. Case No. 13-11058
     Chapter 11 Petition filed August 2, 2013
         See http://bankrupt.com/misc/lamb13-11058.pdf
         represented by: Daniel Frazier, Jr., Esq.
                         FRAZIER LAW OFFICE
                         E-mail: dfrazierloi@aol.com

In re Tajuana Pickens
   Bankr. D. Md. Case No. 13-23211
      Chapter 11 Petition filed August 2, 2013

In re Robin Macchia
   Bankr. D. Mass. Case No. 13-14638
      Chapter 11 Petition filed August 2, 2013

In re Thomas Holland
   Bankr. S.D. Miss. Case No.
      Chapter 11 Petition filed August 2, 2013

In re Brad Masterson
   Bankr. D. Nev. Case No. 3-16718
      Chapter 11 Petition filed August 2, 2013

In re Matt Horn
   Bankr. S.D.N.Y. Case No. 13-23284
      Chapter 11 Petition filed August 2, 2013

In re Star Dance Production, LLC
   Bankr. W.D.N.C. Case No. 13-31698
     Chapter 11 Petition filed August 2, 2013
         See http://bankrupt.com/misc/ncwb13-31698.pdf
         represented by: Richard S. Wright, Esq.
                         MOON WRIGHT & HOUSTON, PLLC
                         E-mail: rwright@mwhattorneys.com

In re James Hancock
   Bankr. D. S.C. Case No. 13-04446
      Chapter 11 Petition filed August 2, 2013

In re Darren Cross
   Bankr. D. S.C. Case No. 13-04467
      Chapter 11 Petition filed August 2, 2013

In re Blessed Are The Children Achievement Academy, Inc.
   Bankr. N.D. Tex. Case No. 13-33878
     Chapter 11 Petition filed August 2, 2013
         See http://bankrupt.com/misc/txnb13-33878.pdf
         represented by: Areya Holder, Esq.
                         HOLDER LAW
                         E-mail: areya@holderlawpc.com

In re Drusilla A. Faeth
   Bankr. C.D. Cal. Case No. 13-29703
     Chapter 11 Petition filed August 4, 2013

In re Max T. Faeth
   Bankr. C.D. Cal. Case No. 13-29703
     Chapter 11 Petition filed August 4, 2013

In re June Vanh
   Bankr. N.D. Cal. Case No. 13-31770
      Chapter 11 Petition filed August 5, 2013

In re Doug Kelly Properties, Inc.
   Bankr. S.D. Fla. Case No. 13-28552
     Chapter 11 Petition filed August 5, 2013
         See http://bankrupt.com/misc/flsb13-28552.pdf
         represented by: David L. Merrill, Esq.
                         Ozment Merrill
                         E-mail: ecf@ombkc.com

In re Edgar Miles
   Bankr. M.D. Ga. Case No. 13-70981
      Chapter 11 Petition filed August 5, 2013

In re Karen Miles
   Bankr. M.D. Ga. Case No. 13-70981
      Chapter 11 Petition filed August 5, 2013

In re David Mitcham
   Bankr. N.D. Ga. Case No. 13-11973
      Chapter 11 Petition filed August 5, 2013

In re Dreampower Therapeutic Equestrian Center, Inc.
        fka Animals R Us, Inc
   Bankr. N.D. Ga. Case No. 13-67125
     Chapter 11 Petition filed August 5, 2013
         See http://bankrupt.com/misc/ganb13-67125.pdf
         represented by: Paul Reece Marr, Esq.
                         Paul Reece Marr, P.C.
                         E-mail: paul@paulmarr.com

In re Irene Hill
   Bankr. N.D. Ga. Case No. 13-66984
      Chapter 11 Petition filed August 5, 2013

In re Laney Hargett
   Bankr. N.D. Ga. Case No. 13-11963
      Chapter 11 Petition filed August 5, 2013

In re State of Grace Ministries, Inc.
   Bankr. N.D. Ga. Case No. 13-67060
     Chapter 11 Petition filed August 5, 2013
         Filed pro se

In re 14630 JHD, LLC
   Bankr. N.D. Ill. Case No. 13-31255
     Chapter 11 Petition filed August 5, 2013
         See http://bankrupt.com/misc/ilnb13-31255.pdf
         represented by: Erica Crohn Minchella, Esq.
                         Erica Crohn Minchella, Ltd.
                         E-mail: erica.minchella@gmail.com

In re Chicago Construction Specialties, Inc.
   Bankr. N.D. Ill. Case No. 13-31265
     Chapter 11 Petition filed August 5, 2013
         See http://bankrupt.com/misc/ilnb13-31265.pdf
         represented by: Bruce Dopke, Esq.
                         E-mail: bruce@dopkelaw.com

In re Sara Pina
   Bankr. D. Mass. Case No. 13-14677
      Chapter 11 Petition filed August 5, 2013

In re Jack & Dee's Auto Parts, Inc.
   Bankr. W.D. Mich. Case No. 13-06225
     Chapter 11 Petition filed August 5, 2013
         See http://bankrupt.com/misc/miwb13-6225.pdf
         represented by: Michael T. Culp, Esq.
                         Michael T. Culp PLLC
                         E-mail: mtculp@sbcglobal.net

In re Don Quijote Inc
        aka Meson Don Quijote
   Bankr. D.N.J. Case No. 13-27204
     Chapter 11 Petition filed August 5, 2013
         See http://bankrupt.com/misc/njb13-27204.pdf
         represented by: David Edelberg, Esq.
                         Nowell Amoroso Klein Bierman, P.A.
                         E-mail: dedelberg@njbankruptcy.com

In re J & M Auto Body & Paint Center, LLC
   Bankr. D.N.J. Case No. 13-27156
     Chapter 11 Petition filed August 5, 2013
         See http://bankrupt.com/misc/njb13-27156.pdf
         represented by: Timothy P. Neumann, Esq.
                         Broege, Neumann, Fischer & Shaver
                         E-mail: tneumann@bnfsbankruptcy.com

In re Rafael Hernandez
   Bankr. D.N.J. Case No. 13-27148
      Chapter 11 Petition filed August 5, 2013

In re B. Morris
   Bankr. D.S.C. Case No. 13-4541
      Chapter 11 Petition filed August 5, 2013

In re A.J. & M.C. Ramos Partners, Ltd.
   Bankr. S.D. Tex. Case No. 13-20366
     Chapter 11 Petition filed August 5, 2013
         See http://bankrupt.com/misc/txsb13-20366.pdf
         represented by: Allan L. Potter, Esq.
                         E-mail: ecf@allanlpotter.com

In re Benigno Sanchez
   Bankr. S.D. Tex. Case No. 13-20367
      Chapter 11 Petition filed August 5, 2013

In re Mason Estate and Trust
   Bankr. S.D. Tex. Case No. 13-34846
     Chapter 11 Petition filed August 5, 2013
         See http://bankrupt.com/misc/txsb13-34846.pdf
         Filed pro se

In re MRS Properties, LLC
        dba Oxford Place Duplexes
   Bankr. S.D. Tex. Case No. 13-34872
     Chapter 11 Petition filed August 5, 2013
         See http://bankrupt.com/misc/txsb13-34872.pdf
         represented by: Johnie J Patterson, Esq.
                         Walker & Patterson, P.C.
                         E-mail: jjp@walkerandpatterson.com

In re Octavio Carrillo
   Bankr. S.D. Tex. Case No. 13-50145
      Chapter 11 Petition filed August 5, 2013

In re RCR Woodway Investments, Inc.
   Bankr. S.D. Tex. Case No. 13-34853
     Chapter 11 Petition filed August 5, 2013
         See http://bankrupt.com/misc/txsb13-34853.pdf
         represented by: Peter Johnson, Esq.
                         Law Offices of Peter Johnson
                         E-mail: pjlawecf@pjlaw.com

In re Texas Belting & Mill Supply Company
   Bankr. S.D. Tex. Case No. 13-34861
     Chapter 11 Petition filed August 5, 2013
         See http://bankrupt.com/misc/txsb13-34861.pdf
         represented by: Peter Johnson, Esq.
                         Law Offices of Peter Johnson
                         E-mail: pjlawecf@pjlaw.com



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
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