TCR_Public/130809.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, August 9, 2013, Vol. 17, No. 219

                            Headlines

1000 HILLS: Voluntary Chapter 11 Case Summary
2536-38 N.: Voluntary Chapter 11 Case Summary
228 W 132: Case Summary & 5 Unsecured Creditors
500 MAIN STREET: Case Summary & Unsecured Creditor
5TH AVENUE: Hearing on Bid to Dismiss Case Moved to Sept. 16

800IDEAS.COM: IRS Tax Penalty Denied Administrative-Claim Status
ADVANCED LIVING: Court Approves Deal Converting Case to Chapter 7
AEROVISION HOLDINGS: Can Employ Kelley & Fulton as Attorney
AGFEED INDUSTRIES: Hog Farms Scheduled for Aug. 26 Auction
AIRTRONIC USA: Gets Additional $550,000 to Complete Contracts

ALLY FINANCIAL: Files Form 10-Q, Incurs $927-Mil. Net Loss in Q2
ALLY FINANCIAL: S&P Keeps Ratings On CreditWatch Positive
ALVARION LTD: Tel Aviv District Court Approves Operating Plan
AMERICAN AIRLINES: Carriers' Customers Seek to Block $11BB Merger
AMERICAN AIRLINES: UST Opposing $20MM Severance to CEO Horton

AMERICAN CAPITAL: S&P Hikes Counterparty Credit Rating to 'BB-'
ANTIOCH COMPANY: Aug. 15 Hearing on $50,000 Retention Bonuses
ANTIOCH COMPANY: Aug. 15 Hearing on Exclusivity Extension Bid
APPLIED DNA: NeuStrada Held 4.9% Equity Stake at Aug. 1
ATLANTIC POWER: Poor Performance Prompts Moody's to Cut CFR to B1

APARTMENT INVESTMENT: Moody's Withdraws Ba1 CFR, Ba3 Stock Rating
ATARI INC: Asks For Extra 60 Days to Keep Control of Ch. 11 Case
ATP OIL: Owes $4.3M for Offshore Transports, Bristow Unit Says
ATP OIL: Faces Securities Class Action in Texas
ATP OIL: NGP Continues to Receive Monthly Production Payments

AVERY LOPEZ: Case Summary & 3 Unsecured Creditors
BALLY TECHNOLOGIES: S&P Assigns 'BB' Corporate Credit Rating
BANYAN RAIL: Incurs $110,000 Net Loss in Second Quarter
BAUSCH & LOMB: S&P Withdraws 'B+' Corporate Credit Rating
BAY COUNTRY: Case Summary & 20 Largest Unsecured Creditors

BELLE FOODS: Court to Approve Sale; DIP Loan Hearing Today
BERNARD L. MADOFF: Making Law on Enjoining Foreign Liquidators
BERRY PLASTICS: Posts $40 Million Net Income in 3rd Quarter
CASALE INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
CARWASHER INC.: Voluntary Chapter 11 Case Summary

CARDTRONICS INC: Moody's Raises CFR to 'Ba2'; Outlook Stable
CASH STORE: Conference Call on 3Q Results Scheduled for Aug. 15
CENTRAL REFRIGERATED: Moody's Retains Ratings After Swift Takeover
COASTAL CONDOS: U.S. Trustee Opposes Approval of Plan Outline
COASTAL CONDOS: Seeks to Tap Wells Marble as Special Counsel

COASTAL CONDOS: Seeks to Tap David Rogero as Special Counsel
COMMUNITY TOWERS: Hires EDR as Valuation & Economic Expert
CRISTAL INORGANIC: Moody's Affirms 'Ba3' CFR; Outlook Stable
CROSSMARK HOLDINGS: Marketing Werks Purchase No Impact on Ratings
DC DEVELOPMENT: Can Employ Tranzon Fox as Real Estate Auctioneer

DETROIT, MI: First Phase of Bankruptcy to End Nov. 8
DEX MEDIA: Posts Net Loss of $68 Mil. in Second Quarter
DIGITAL ANGEL: PositiveID Held 13% Equity Stake at July 11
DLUBAK CORP: Files for Chapter 11 Bankruptcy in Pennsylvania
DRYSHIPS INC: Posts Net Loss of $18.2 Mil. in Second Quarter

EASTMAN KODAK: Iowa Revenue Dep't., et al. Oppose Chapter 11 Plan
EASTMAN KODAK: Spectra Signs Deal to Protect Ownership Rights
EASTMAN KODAK: Proposes to Assume Over 6,000 Contracts
EASTMAN KODAK: Posts $157-Mil. Loss in Second Quarter
EASTMAN KODAK: Extends New Environmental Cleanup Proposal to NY

EGNATIA LLC: Case Summary & 16 Largest Unsecured Creditors
EPICEPT CORP: Incurs $1.7 Million Net Loss in Second Quarter
EVANS & SUTHERLAND: Incurs $425,000 Net Loss in Second Quarter
EXIM BRICKELL: Files for Chapter 7 Protection
FAIRMOUNT MINERALS: S&P Rates $1.28BB Loans BB- & Affirms BB- CCR

FILLPOINT LLC: Video Game Distributor to Seek Plan Approval
FORESIGHT ENERGY: S&P Rates $1.1 Million Loans 'B+'
FORESIGHT ENERGY: Moody's Rates New Loans Ba3 & New Notes Caa1
FLUX POWER: Salary of Interim CEO Hiked to $11,333 Per Month
FRIENDSHIP DAIRIES: Agstar Objects to 2nd Amended Chapter 11 Plan

GETTY PETROLEUM: Lukoil Settlement Impacts Getty Realty's Results
GLOBAL AVIATION: Admin. Claim for Copyright Is 'Core Proceeding'
GLOBAL AXCESS: Case Summary & 8 Unsecured Creditors
GRAND CENTREVILLE: Section 341(a) Meeting on Sept. 12
GROUNDWORKS UNLIMITED: Case Summary & Creditors List

HALCON RESOURCES: Moody's Rates Proposed $300MM Sr. Notes 'Caa1'
HERON LAKE: Project Viking Buys $6.9 Million Units
HOSPIRA INC: Moody's Assigns 'Ba1' Rating to $700MM Senior Notes
HOSTESS BRANDS: Old HB Sues Utah Bakery Over Bad Bread
HUBBARD RADIO: Moody's Rates First-Lien Term Loan Extension 'B1'

HUBBARD RADIO: S&P Affirms 'B' Rating on $421.5MM Sr. Secured Loan
IAP WORLDWIDE: S&P Cuts Counterparty Credit Rating to 'CCC'
IEMR RESOURCES: Gets Notice Default From American Cumo
IMPLANT SCIENCES: Moves Into New Manufacturing & Office Facility
INTERSTATE PROPERTIES: Bar Date for Proofs of Claim on Aug. 26

INTERSTATE PROPERTIES: Plan Disclousres Hearing Set for August 23
JOHN HENRY: Case Summary & 6 Unsecured Creditors
KASYTER COMMERCIAL: Voluntary Chapter 11 Case Summary
KEMET CORP: Incurs $35.1 Million Net Loss in June 30 Quarter
KEMET CORP: S&P Cuts Corporate Credit Rating to 'B-', Outlook Neg

LIVE NATION: Moody's Rates Proposed $1.35-Bil. Bank Facility Ba3
LONE PINE: Posts Net Loss of $11.9 Mil. in Second Quarter 2013
LOUCHESCHI LLC: Ch.7 Trustee Can't Amend Suit vs. LBM Financial
M K INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
MADISONVILLE DISPOSAL: Case Summary & Creditors List

MEI CONLUX: S&P Assigns Preliminary 'B' Corporate Credit Rating
MISA INVESTMENTS: New $150MM PIK Notes Get Moody's 'B3' Rating
MISSOURI LEASING: Case Summary & 5 Unsecured Creditors
MODA HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
MONTREAL MAINE: U.S. Judge May Appoint Chapter 11 Trustee

MTS LAND: Hearing on Third Amended Plan Continued to Sept. 26
NAMCO LLC: Obtains Confirmation of Chapter 11 Plan
NATIONAL ENVELOPE: Meyer Wants Settlement Order Scrapped
NEWLEAD HOLDINGS: NASDAQ Accepts Listing Compliance Plan
NEXTRACTION ENERGY: Enters Into Loan Amendment with Tallin

NNN 3500: Can Employ Andrews Kurth as Lead Counsel
NNN 3500: Appeals Lift Stay Order with U.S. District Court
NORTHERN BEEF: Cash Cash Collateral Hearing on Aug. 8
NORTHEAST WIND: S&P Assigns 'B+' CCR & Rates $325MM Loan 'BB-'
NORTHERN BEEF PACKERS: White Oak Wants Quick Sale of Beef Plant

NORTHLAND RESOURCES: Completes Registration of Warrants & Bonds
NXT CAPITAL: Moody's Assigns 'B2' Rating to New $150MM Notes
ONCURE HOLDINGS: RTS Expects to Complete Acquisition by October
OTELCO INC: Reports $5.1-Mil. Operating Income in 2Q 2013
OVERSEAS SHIPHOLDING: Facing SEC Probe Over Financial Restatement

OVERSEAS SHIPHOLDING: Wants Plan Filing Exclusivity Until Nov. 30
PAPER RUSH: Voluntary Chapter 11 Case Summary
PARKER PROPERTIES: Updated Case Summary & Creditors' Lists
PERSONALITY HOTELS: Appeals Court Says Guarantor Liable to Lender
PINETREE CAPITAL: Posts Net Loss in Q2; In Covenant Default

PLAZA VILLAGE: Chapter 11 Case Dismissed
PMC MARKETING: Court Tosses Ch.7 Trustee Suit v. JTP Development
POSITIVEID CORP: Holds 13% Equity Stake in Digital Angel
PROSEP INC: Obtains Conditional Event Waiver for Subsidiaries
QBEX ELECTRONICS: Wants Plan Filing Deadline Extended to Sept. 27

RAPID-AMERICAN: Taps Fitzpatrick as Future Claimants Rep
REALAUCTION.COM LLC: Software Developer Files After Judgment
RESERVOIR EXPLORATION: ION Incurs $1.6 Mil. Losses on GeoRXT JV
RESIDENTIAL CAPITAL: Enters Into Settlement Agreement with MBIA
REVSTONE LLC: Metavation Sale Approval Hearing Moved to Aug. 30

RIGIN INC: Case Summary & 2 Unsecured Creditors
RHODES MERGER: Moody's Assigns B3 CFR & Rates $533MM Term Loan B2
RURAL/METRO: Discloses Details of Reorganization Plan
RURAL/METRO: S&P Cuts CCR & Sr. Secured Debt Rating to to 'D'
SAN BERNARDINO: City Union Reaches Deal Over Bankruptcy Plan

SOUTHERN FILM: Case Summary & 20 Largest Unsecured Creditors
SCOTTSDALE VENETIAN: U.S. Trustee, Lender Oppose Plan Outline
SEVEN COUNTIES: Seeks 12-Month Extension of Plan Filing Deadline
SUNSHINE HOTELS: Disclosures Okayed; Plan Haering on Aug. 28
SUNSHINE HOTELS II: Initial Plan Confirmation Hearing on Aug. 28

SMTC CORP: Obtains Waivers on Credit Agreement Covenants
SOLIMAR ENERGY: In Negotiations with SCCP Over Alleged Default
SPECIALTY FUELS: Voluntary Chapter 11 Case Summary
SRI RAM: Case Summary & 2 Unsecured Creditors
STEREOTAXIS INC: Extends Maturities of Credit Pacts to Aug. 31

STEREOTAXIS INC: Posts $3MM 2Q Loss; Gets Covenant Testing Waiver
T3 MOTION: Gets NYSE MKT Listing Non-Compliance Notice
TAYLOR INTERNAL: Case Summary & 18 Largest Unsecured Creditors
TELECONNECT INC: Buys Back 2.3 Million Shares for EUR500,000
TRIUS THERAPEUTICS: Sends Letter to Experts

TRUSS SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
TSOKOS INC: Case Summary & 3 Unsecured Creditors
UNIVERSAL HEALTH: Ch.11 Trustee Taps Mark Hall as Consultant
VALLEY TIMBERS: Oklahoma Sawmill Owner Files After Blaze
VENOCO INC: Proposed $250MM Sr. Notes Get Moody's 'Caa3' Rating

VIKING CRUISES: S&P Affirms 'B+' Corporate Credit Rating
WEST AIRPORT: Ordered to File Plan by Oct. 1, Case Remains Open
WEST AIRPORT: Gets 2nd Interim Order to Use Cash Collateral
WHEAT & CO: Case Summary & 3 Unsecured Creditors
WOODBINE EVENTS: Case Summary & Unsecured Creditor

WPCS INTERNATIONAL: Gets Non-Compliance Notice From NASDAQ
YEHUD-MONOSSON: 8th Cir. Affirms Sanctions Against President
YWCA OF CENTRAL NEW JERSEY: Files for Chapter 11 Bankruptcy
YWCA OF PLAINFIELD: Case Summary & 20 Largest Unsecured Creditors

* Automatic Stay Bars Removing Suit to Federal Court
* 20 U.S. Cities That May Seek Chapter 9 Bankruptcy
* Moody's Notes New Long-Term Risks for Generic Drug Makers

* Mercer to Acquire Pension Wind-Up Business of PwC in Canada
* Deborah Williamson Joins Cox Smith as Managing Director

* BOOK REVIEW: The ITT Wars: An Insider's View of Hostile
               Takeovers

                            *********

1000 HILLS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 1000 Hills Investments LLC
          dba Crawdaddy's Seafood & Steaks
        15177 US Hwy 19 S
        Thomasville, GA 31792

Bankruptcy Case No.: 13-70980

Chapter 11 Petition Date: August 5, 2013

Court: U.S. Bankruptcy Court
       Middle District of Georgia (Valdosta)

Debtor's Counsel: Ronald B. Warren, Esq.
                  WHITEHURST, BLACKBURN, WARREN AND KELLEY
                  809 South Broad Street
                  Thomasville, GA 31792
                  Tel: (229) 226-2161
                  Fax: (229) 228-9014
                  E-mail: bankruptcy@wbwk.com

Scheduled Assets: $412,907

Scheduled Liabilities: $1,139,183

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

The petition was signed by Johnny Barnes, partner.


2536-38 N.: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: 2536-38 N. Broad Street Associates L.P.
        2017 Sansom Street
        Philadelphia, PA 19103

Bankruptcy Case No.: 13-16677

Chapter 11 Petition Date: July 30, 2013

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

Judge: Eric L. Frank

Debtor's Counsel: Prince Altee Thomas, Esq.
                  FOX, ROTHSCHILD, O'BRIEN & FRANKEL
                  2000 Market Street, 20th Floor
                  Philadelphia, PA 19103-3222
                  Tel: (215) 299-2000
                  Fax: (215) 299-2150
                  E-mail: pthomas@foxrothschild.com

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

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

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

The petition was signed by Slavko S. Brkich, president of Slavko
Properties, Inc.


228 W 132: Case Summary & 5 Unsecured Creditors
-----------------------------------------------
Debtor: 228 W 132 LLC
        c/o Migdol Organization
        223 West 138th Street
        New York, NY 10030

Bankruptcy Case No.: 13-12481

Chapter 11 Petition Date: July 30, 2013

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

Judge: Robert E. Gerber

Debtor's Counsel: Isaac Nutovic, Esq.
                  NUTOVIC & ASSOCIATES
                  261 Madison Avenue, 26th Floor
                  New York, NY 10016
                  Tel: (212) 421-9100
                  E-mail: INutovic@Nutovic.com

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

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

A copy of the Company's list of its five unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nysb13-12481.pdf

The petition was signed by Jerry Migdol.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
241 W 132 LLC                         13-10785            03/25/13


500 MAIN STREET: Case Summary & Unsecured Creditor
--------------------------------------------------
Debtor: 500 Main Street Properties, LLC
        500 Main Street
        Westport, CT 06880

Bankruptcy Case No.: 13-51218

Chapter 11 Petition Date: August 2, 2013

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

Judge: Alan H.W. Shiff

Debtor's Counsel: Stephen P. Wright, Esq.
                  GOLDMAN, GRUDER & WOODS, LLC
                  105 Technology Drive
                  Trumbull, CT 06611
                  Tel: (203) 899-8900
                  Fax: (203) 899-8915
                  E-mail: swright@goldmangruderwoods.com

Scheduled Assets: $1,650,000

Scheduled Liabilities: $1,504,519

In its list of 20 largest unsecured creditors, the Company placed
only one entry:

Entity                   Nature of Claim        Claim Amount
------                   ---------------        ------------
Connecticut Community     458-500 Main           $329,037
Bank, NA                  Street, Westport,
fka Westport National     CT property
Bank
Attn: President
1495 Post Road E
Westport, CT 06880

The petition was signed by David Harding, managing member.


5TH AVENUE: Hearing on Bid to Dismiss Case Moved to Sept. 16
------------------------------------------------------------
The hearing of the U.S. Trustee's motion for the dismissal or
conversion of 5th Avenue, LLC's bankruptcy case has been further
moved to Sept. 16, 2013.

The continued hearing was agreed upon by the U.S. Trustee and six
parties who oppose the Motion to Dismiss.  The Opposing Parties
are Portigon AG fka WestLB AG, the Debtor, California Comfort
Systems, Howard's Rugs, Travelers Casualty and Surety Company of
America, and ISEC Incorporated.

The U.S. Trustee notes that all disputes with Travelers have been
resolved; and all mechanics' liens disputes have been settled with
the exception of Howard's Rugs and ISEC -- though some of the
settlements have yet to be documented.  While there remains a
dispute over whether or not $600,000 in funds is WestLB's cash
collateral, the parties are attempting to resolve the issue.

Michael Hauser serves as attorney for the U.S. Trustee.

Dennis J. Wickham, Esq., of Seltzer Caplan Mcmahon Vitek, serves
as attorneys for WestLB AG.

Kirsten A. Workley, Esq., of Watt Tieder Hoffar & Fitzgerald,
serves as attorney for Travelers Casualty and Surety Company of
America.

John M. Turner, Esq., of Turner & Maasch, serves as attorney for
California Comfort Systems.

Kevin Cauley, Esq., at Schwartz Semerdjian, et al., serves as
attorney for Howard's Rug Company.

Andrew C. Muzi, Esq., at Muzi & Associates, serves as attorneys
for ISEC, Incorporated.

                   About 5th Avenue Partners

Newport Beach, California-based 5th Avenue Partners owns and
operates the Se San Diego hotel located in San Diego, California's
financial district.  The hotel has 184 guestrooms, a 5,500-square-
foot spa, a restaurant, rooftop bar and lounge, 20,000 square feet
of banquet space and meeting rooms, an outdoor rooftop pool,
fitness center and 23 unsold condominium units.  5th Avenue also
owns next to the Se San Diego hotel building a 31,000-square-foot
building, which it leases to the House of Blues music club.

5th Avenue Partners, LLC, filed for Chapter 11 protection (Bankr.
C.D. Calif. Case No. 10-18667) on June 25, 2010.  Marc J.
Winthrop, Esq., and Garrick A. Hollander, Esq., at Winthrop
Couchot PC, in Newport Beach, California, serve as counsel to the
Debtor.  Blitz Lee & Company serves as its accountant.  Richard M.
Kipperman was appointed as chief restructuring officer.  The
Company estimated assets at $10 million to $50 million and debts
at $50 million to $100 million.  The Official Committee of
Unsecured Creditors tapped Baker & McKenzie LLP as counsel.


800IDEAS.COM: IRS Tax Penalty Denied Administrative-Claim Status
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Bankruptcy Appellate Panel for the Ninth
Circuit in San Francisco ruled on July 22 that if the Internal
Revenue Service assesses a penalty for a trustee's failure to file
a tax return without good reason in a non-operating Chapter 7
bankruptcy, the penalty isn't entitled to treatment as a first-
priority expense of the bankruptcy case.

U.S. Bankruptcy Judge Meredith M. Jury, the author of the opinion
for the three-judge panel, says the case was one of first
impression, meaning no other court has addressed the question.

The report recounts that the bankrupt company was an S
corporation, which is required to file tax returns although it
doesn't ordinarily pay taxes because tax liabilities or refunds
pass along to the owners. The IRS Code requires a bankruptcy
trustee to file tax returns for a corporation unless the trustee
files a simple form for an exemption from filing. The trustee
didn't file the form.  The IRS assessed penalties against the
company for the trustee's failure to file tax returns for three
years.  The bankruptcy court granted the claim status as an
expense of the bankruptcy under Section 503(b)(1)(A) of the
Bankruptcy Code.

According to the report, the appellate panel reversed, concluding
that the penalties don't qualify for administrative-expense status
because they didn't "preserve the estate." Status as an
administrative expense is important because claims of that type
must be paid in full before other creditors get anything.  Judge
Jury agreed with the bankruptcy court that the trustee didn't have
"reasonable cause" under Section 6699 of the IRS Code for failure
to file the return. Looking then to Section 503 of the Bankruptcy
Code, she disagreed about the first-priority status of the penalty
claim.  Because the penalties weren't incurred in operation of a
business, there was no benefit to the estate, meaning the claim
didn't quality for administrative status under Section 503, she
said.

Judge Jury, the report relates, next examined a U.S. Supreme Court
decision, Reading v. Brown, where damages incurred in connection
with a trustee's operation of a business qualify for
administrative status.  Judge Jury said the penalties didn't fit
within Reading because they didn't arise "from the trustee's post-
petition tortious or active wrongdoing."

The judge remanded the case to the bankruptcy court for a
determination as to whether the penalties qualify for
administrative status under some other theory.  She also told the
bankruptcy judge to determine the status that should be given to
the penalties if they aren't administrative.

Because the penalties arose post-bankruptcy, they can't be
unsecured claims, Judge Jury said.  "What are they?" she asked.

U.S. Bankruptcy Judge Neil W. Bason wrote a concurring opinion.

The case is Kipperman v. Internal Revenue Service (In re
800Ideas.com Inc.), 12-1496, U.S. Bankruptcy Appellate Panel for
the Ninth Circuit.


ADVANCED LIVING: Court Approves Deal Converting Case to Chapter 7
-----------------------------------------------------------------
The Hon. Christopher Mott of the U.S. Bankruptcy Court for the
Western District of Texas gave his stamp of approval on a
stipulated order converting the Chapter 11 case of Advanced Living
Technologies, Inc., to one under Chapter 7 of the Bankruptcy Code.

The stipulation was entered among the Debtor, MidCap Funding IV
LLC, and Wells Fargo Bank, N.A., as indenture trustee, and
resolves the motion of MidCap to dismiss the Debtor's case.

The stipulation provides that (i) the Debtor's case will be
converted to Chapter 7 effective as of Aug. 16, 2013; and as set
forth in the DIP financing order, the Debtor's use of cash
collateral is terminated no later than the maturity date (July 8).

MidCap has a first priority lien on the cash collateral and Wells
has a second priority lien on the cash collateral, which liens
collectively secure indebtedness in and amount in excess of the
value of the cash collateral.

A copy of the stipulated order is available for free at
http://is.gd/9Jjnkb

Katie G. Stenberg, Esq., at Waller Lansden Dortch & Davis, LLP
represents MidCap.  Patricia B. Tomasco, Esq., at Jackson Walker
L.L.P., and Daniel S. Bleck, Esq., at Mintz, Levinm Cohn, Ferris,
Glovsky and Popeo, P.C., represent Wells Fargo as counsel.

The Debtor, in response to MidCap's motion for case dismissal,
among other things:

   1. admits the allegation that MidCap has not consented to the
      continued use of the cash collateral following the sale of
      substantially all of the Debtor's assets to Southern TX SNF
      Realty, LLC, which closed effective as of July 1, 2013;

   2. admits the allegation that it has limited assets after
      the asset sale has closed; and

   3. suggests that, given the existence of assets, post-closing
      obligations from the asset sale, and Wells Fargo's
      willingness to fund certain post-closing expenses from the
      proceeds of the asset sale, it is in the best interest of
      the estate and all creditors for the case to be converted to
      a case under Chapter 7, and the Debtor requests conversion,
      and that the motion to dismiss be denied.

In its motion to dismiss, MidCap said it does not consent to the
continued use of the cash collateral following the asset sale
because the Debtor is unable to provide MidCap with adequate
protection.

              About Advanced Living Technologies

Advanced Living Technologies, Inc., owner of six skilled nursing
facilities throughout Texas, filed a Chapter 11 petition (Bankr.
W.D. Tex. Case No. 13-10313) on Feb. 20, 2013, with plans to sell
substantially the facilities as a going-concern in two months.
s
The Debtor previously sought Chapter 11 protection in January 2008
(Bankr. W.D. Tex. Case No. 08-50040) and exited bankruptcy in May
2008.

In the new Chapter 11 case, the Debtor has tapped Horhmann, Taube
& Summers, LLP, as counsel, CohnReznick LLP, as financial advisor,
and RBC Capital Markets, LLC, as investment banker.

As of the new Chapter 11 filing, the Debtor disclosed $12,095,711
in assets and $27,768,993 in liabilities as of the Chapter 11
filing.

U.S. Trustee for Region 7, Judy A. Robbins, appointed three
members to the Official Unsecured Creditors' Committee in 2013
case.  Greenberg Traurig, LLP represents the Committee.

The U.S. Trustee appointed Pamela Rose as patient care ombudsman
for the Debtor.

In May 2013, the Debtor won permission to sell its six not-for-
profit Texas nursing homes for $18 million to Southern TX SNF
Realty LLC.  The Court approved the sale on May 10.


AEROVISION HOLDINGS: Can Employ Kelley & Fulton as Attorney
-----------------------------------------------------------
Aerovision Holdings 1 Corp sought and obtained approval from the
U.S. Bankruptcy Court to employ Craig I. Kelley, and the law firm
of Kelley & Fulton, P.L. as attorney.

According to the court papers filed by the Debtor, within one year
prior to the Petition Date, Kelley & Fulton earned fees of $2,085
and costs of $1,213 for the bankruptcy filing fee, for a total of
$3,298.

Prior to the Petition Date, Kelley & Fulton was paid the total sum
of $31,213 as a non-refundable retainer from personal funds of the
individual shareholders on behalf of the Debtor and for the
benefit of the Debtor, to be applied toward the pre-petition
services in the sum of $3,298, with the balance of $27,915 to be
used as a retainer in connection with the Chapter 11 filing.

The Debtor proposes that the $27,915 balance of the retainer not
be expended for pre-petition services and expenses, and be treated
as a retainer paid in contemplation of post-petition services to
be rendered by the firm and post-petition disbursements to be
incurred as bankruptcy counsel.

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

The Debtor's proposed counsel can be reached at:

         Craig I. Kelley, Esq.
         KELLEY & FULTON, P.L.
         1665 Palm Beach Lakes Blvd., Suite 1000
         West Palm Beach, FL 33401
         Tel: (561) 491-1200
         Fax: (561) 684-3773

Aerovision Holdings 1 Corp filed a Chapter 11 petition (Bankr.
S.D. Fla. Case No. 13-24624) on June 21, 2013, in its home-town in
West Palm Beach, Florida.  Mark Daniels signed the petition as
president.  The Debtor estimated assets in excess of $10 million
and liabilities of $1 million to $10 million.  Craig I. Kelley,
Esq., at Kelley & Fulton, PL, serves as the Debtor's counsel.


AGFEED INDUSTRIES: Hog Farms Scheduled for Aug. 26 Auction
----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a Delaware bankruptcy judge will preside over the
sale of hog farms in China at an Aug. 29 hearing.

AgFeed Industries Inc., before filing for bankruptcy, signed a
deal to sell the business to pork producer Maschhoffs LLC for $79
million, absent higher and better offers at an auction.  An ad hoc
group of eight AgFeed shareholders unsuccessfully opposed holding
an auction quickly, contending $79 million was "well below
comparable asset sales for similar assets."

Under sale procedures approved on Aug. 1, competing bids for some
or all of the properties are due Aug. 21.  If there's competition,
an auction will take place Aug. 26.  The sale doesn't include sow
farms in Oklahoma, to be sold separately once a buyer is located.

The company arranged an Aug. 21 hearing on executive bonus
programs. If the court approves, six executives would get from six
months' to a year's salary when the sale is completed.

                      About Agfeed Industries

AgFeed Industries, formerly known as M2 P2, LLC, is an
international agribusiness with operations in the U.S. and China.
AgFeed has two business lines: animal nutrition in premix,
concentrates and complete feeds and hog production.  In the U.S.,
AgFeed's hog production unit, M2P2, is a market leader in setting
new standards for production efficiency and productivity.  AgFeed
believes the transfer of these processes, procedures and
techniques will allow its new Western-style Chinese hog production
units to set new standards for production in China.  China is the
world's largest pork market consuming 50 percent of global
production and over 62 percent of total protein consumed in China
is pork.  Hog production in China currently enjoys income tax free
status.

AgFeed Industries, Inc., and its affiliates filed voluntary
petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Case No. 13-11761) on July 15, 2013, with a deal to sell most of
its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79
million, absent higher and better offers.  The Debtors estimated
assets of at least $100 million and debts of at least $50 million.

Keith A. Maib signed the petition as chief restructuring officer.
Hon. Brendan Linehan Shannon presides over the case.  Donald J.
Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor, serve as the Debtors' counsel.   BDA Advisors
Inc. acts as the Debtors' financial advisor.  The Debtors' claims
and noticing agent is BMC Group, Inc.


AIRTRONIC USA: Gets Additional $550,000 to Complete Contracts
-------------------------------------------------------------
Global Digital Solutions on Aug. 7 disclosed that an agreement
with planned merger partner Airtronic USA, Inc. to an amended
bridge loan facility that will provide an additional $550,000 to
enable Airtronic to complete previously announced contracts and
purchase orders of considerable value.

On May 30, 2013, GDSI and Airtronic announced the first in what is
expected to be a series of contracts involving the company's core
business products.  On June 24, 2013, the two companies announced
that Airtronic agreed to become an OEM supplier to a major
international defense contractor for the Airtronic family of M203
grenade launchers and received the first of many expected orders
for M203 grenade launchers.

"We're very excited about the contracts and purchase orders
Airtronic has received recently and we're pleased we have worked
out the details in the amended loan facility so Airtronic can
fulfill these customer orders," said Richard J. Sullivan, who will
become Chairman and CEO of GDSI after the acquisition with
Airtronic is completed.  "We're also delighted that we have worked
out the details involving Dr. Merriellyn Kett's five-year, post-
confirmation employment contract and certain intellectual property
matters.  These and a few other rather technical issues required
revisions in the loan agreement.  All of these revisions will help
ensure the long-term success of this enterprise.  Because of
summertime schedules, it has been difficult to work out certain
details as quickly as we anticipated.  We hope the court will
agree to these reasonable revisions to the loan agreement and that
we'll be able to move forward with the confirmation process as
expeditiously as possible."

On August 5, 2013, Airtronic filed a motion with the United States
Bankruptcy Court for the Northern District of Illinois, Eastern
Division, requesting an order to accept revised documents related
to Airtronic's Second Debtor In Possession ("DIP") Loan
Modification and Ratification Agreement.

As announced on July 1, 2013, the United States Bankruptcy Court
for the Northern District of Illinois, Eastern Division, had set
August 7, 2013, as the confirmation hearing date for Airtronic's
Amended Plan of Reorganization.  It is expected that the court
will also set a new date for the confirmation hearing.

"We're thrilled that we have reached agreement with GDSI on these
issues," said Dr. Merriellyn Kett, Airtronic's President and CEO
who will continue serving as CEO after the merger between GDSI and
Airtronic is finalized.  "We're looking forward to completing the
work on these new contracts and purchase orders in the coming
months and to developing an amended plan of reorganization for the
court's consideration."

On or about August 13, 2012, GDSI and Airtronic announced that
they had signed a letter of intent to enter into good faith
discussions involving a potential strategic combination in which
Airtronic would be acquired by GDSI.  Having completed those good
faith discussions, the companies signed a merger agreement on or
about October 22, 2012.  The companies are working together to
file an Amended Plan of Reorganization.  If confirmed, the Plan
will allow Airtronic to emerge from chapter 11 bankruptcy with
adequate working capital.

                    About Airtronic USA, Inc.

Airtronic -- http://www.Airtronic.net-- is an electro-mechanical
engineering design and manufacturing company.  The company
provides small arms and small arms spare parts to the U.S.
Department of Defense, foreign militaries, and the law enforcement
market.  The company also manufactures medical, avionics, and
telecommunications original equipment.  The company's products
include grenade launchers, rocket propelled grenade launchers,
grenade launcher guns, flex machine guns, grenade machine guns,
rifles, and magazines.  Founded in 1990, the company is based in
Elk Grove Village, Illinois.

On May 16, 2012, the voluntary petition of Airtronic, Inc. for
liquidation under Chapter 7 was converted to chapter 11
reorganization.  The company had filed for chapter 7 bankruptcy on
March 13, 2012.


ALLY FINANCIAL: Files Form 10-Q, Incurs $927-Mil. Net Loss in Q2
----------------------------------------------------------------
Ally Financial Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $927 million on $1.03 billion of total net revenue for the
three months ended June 30, 2013, as compared with a net loss of
$898 million on $1.17 billion of total net revenue for the same
period during the prior year.

For the six months ended June 30, 2013, the Company posted net
income of $166 million on $2.05 billion of total net revenue, as
compared with a net loss of $588 million on $2.12 billion of total
net revenue for the same period a year ago.

As of June 30, 2013, the Company had $150.62 billion in total
assets, $131.46 billion in total liabilities and $19.16 billion in
total equity.

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

                        http://is.gd/qMh6ex

                       About Ally Financial

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

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

Ally Financial Inc. reported net income of $1.19 billion for the
year ended Dec. 31, 2012, as compared with a net loss of $157
million during the prior year.

                           *     *     *

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

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

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

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


ALLY FINANCIAL: S&P Keeps Ratings On CreditWatch Positive
---------------------------------------------------------
Standard & Poor's Ratings Services said it kept its ratings on
Ally Financial Inc., including its 'B+' issuer credit rating, on
CreditWatch, where they had been placed with positive implications
May 16, 2013.

Standard & Poor's had placed its Ally ratings on CreditWatch
following the announcement of a proposed settlement plan to
address certain potential claims on Ally arising from its
ownership of Residential Capital LLC (ResCap, which is currently
subject to a Chapter 11 bankruptcy proceeding).

"The ratings remain on CreditWatch conditional on implementation
of the settlement plan in connection with the bankruptcy court's
confirmation of ResCap's plan of reorganization, or on the
settlement plan's effective abandonment or material modification,"
said Standard & Poor's credit analyst Tom Connell.

"The implementation of a proposed settlement plan that would
release Ally from most ResCap-related claims would, in our view,
eliminate a significant source of uncertainty that has negatively
affected Ally's credit profile for a number of years.  Since our
CreditWatch placement, the detailed settlement plan has been
disclosed along with the Plan Support Agreement (PSA) relating to
ResCap's reorganization plan and the examiner's report; in
addition, the PSA has been approved by the bankruptcy court," S&P
said.

"These developments represent progress that is consistent with our
CreditWatch action. In our view, however, substantive steps remain
before Ally will secure its release from ResCap-related claims.
Specifically, creditors have an opportunity to object to the
settlement plan in the context of the bankruptcy court's hearing
on the disclosure statement for ResCap's plan of reorganization
and at the confirmation hearing for the plan of reorganization.
Ally expects that confirmation of ResCap's plan of reorganization
will occur before Dec. 15, 2013. We expect to resolve the
CreditWatch listing in conjunction with the bankruptcy court's
confirmation of ResCap's plan of reorganization and implementation
of the settlement agreement; conversely, if the plan of
reorganization is not confirmed and the settlement is abandoned or
materially modified, we will resolve the CreditWatch in light of
the circumstances that led to abandonment or material modification
of the plan," S&P said.

"The elements of the settlement plan term sheet, as referenced in
the recently approved PSA, are consistent with the expectations
incorporated in our May CreditWatch action.  Specifically, the
updated settlement plan contemplates an additional contribution of
$1.2 billion by Ally, in addition to a $750 million contribution
Ally originally put forward, which it provided for against 2012
earnings.  We view this contribution as manageable in light of
Ally's current capital and liquidity positions, strengthened by
the recent divestments of international and other noncore
operations," S&P said.

"As part of the resolution of this CreditWatch listing, we will
review other recent developments with generally positive overall
implications for Ally's credit profile in addition to the status
of the proposed release from ResCap-related claims.  These
developments include the impact of recent asset sales and other
changes on Ally's funding and capital positions, and the company's
transition to a more focused business portfolio," S&P said.

Standard & Poor's aims to resolve its CreditWatch on Ally within
the time frame for the implementation of the proposed settlement
with ResCap claimants in connection with confirmation of the plan
of reorganization, which it expect to occur within the fourth
quarter.

"We will update our assessment of rating on Ally in the interim as
appropriate," S&P said.


ALVARION LTD: Tel Aviv District Court Approves Operating Plan
-------------------------------------------------------------
Alvarion(R) Ltd., a global provider of optimized wireless
broadband solutions addressing the connectivity, coverage and
capacity challenges of public and private networks, announced (i)
the appointment of Mr. Yoav Kfir, CPA, as the company's Receiver,
(i) the District Court of Tel Aviv -- Yaffo's approval on
July 21, 2013, of an operating plan to allow the normal business
operation of the company.

Under the terms of the operating plan, which is in effect until
Aug. 23, 2013, approximately 55 of Alvarion's employees were
retained by the Receiver, including sales & sales support,
operations and R&D.  During this time, Alvarion continues to
support its customers and partners and new orders are being
received.  Alvarion expects to fulfill these orders shortly, as
well as orders received prior to the receivership.

The Receiver is also working to sell the company and its assets.
To date there has been significant interest from several parties.
The last date to submit bids is Aug. 13, 2013.

Furthermore, as previously announced, Alvarion (in Receivership)
requested a hearing to appeal NASDAQ's decision to delist the
company's ordinary shares from NASDAQ.

A hearing date has been set for Aug. 29, 2013.  Alvarion will
remain listed on NASDAQ pending the outcome of the hearing.

                        About Alvarion

Alvarion Ltd. -- http://www.alvarion.com/-- provides optimized
wireless broadband solutions addressing the connectivity, coverage
and capacity challenges of telecom operators, smart cities,
security, and enterprise customers.


AMERICAN AIRLINES: Carriers' Customers Seek to Block $11BB Merger
-----------------------------------------------------------------
Law360 reported that customers of AMR Corp.'s American Airlines
Inc. and US Airways Group Inc. on August 6 hit the airlines with a
lawsuit alleging their soon-to-be-implemented $11 billion merger
violates federal antitrust laws and urging a New York bankruptcy
court to enjoin the deal.

According to the report, fifty plaintiffs who said they have
previously purchased tickets from the two carriers and will likely
continue to in the future argued in their complaint that the
merger violates Section 7 of the Clayton Antitrust Act because it
will curb competition within the airline industry.

                       About American Airlines

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

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

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

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

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

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

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


AMERICAN AIRLINES: UST Opposing $20MM Severance to CEO Horton
-------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Trustee may end up being the most formidable
adversary AMR Corp. faces in bankruptcy court on Aug. 15 at the
confirmation hearing for approval of the Chapter 11 plan merging
the parent of American Airlines Inc. with US Airways Group Inc.
The Justice Department's bankruptcy watchdog once again is raising
objections lodged earlier in the case, when disclosure materials
and the US Airways merger were up for approval.

As she did when U.S. Bankruptcy Judge Sean Lane was approving the
merger, the U.S. Trustee argued in papers filed Aug. 2 that at
Congress specifically prohibited the $20 million severance award
AMR proposes paying to outgoing Chief Executive Thomas Horton.

The report recounts that at the merger-approval stage, Judge Lane
sided with the U.S. Trustee and said he couldn't approve severance
for a top executive at that time.  Referring to the reorganization
of Journal Register Co., Judge Lane left the door open for AMR to
propose the severance award as part of the plan. He said a
different standard applies to court approval when senior
management severances are part of a plan where creditors vote.

According to the report, U.S. Trustee Tracy Hope Davis is also
lodging objections to the plan provision providing reimbursement
of attorneys' fees to indenture trustees and to individual members
of the creditors' committee.  She again said Congress specifically
prohibits the payments.

Finally, Ms. Davis, the report discloses, believes that
protections from lawsuits being given to third parties are too
broad and unjustified.

                      About American Airlines

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

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

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

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

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

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

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


AMERICAN CAPITAL: S&P Hikes Counterparty Credit Rating to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its counterparty
credit and senior secured debt ratings on American Capital Ltd. to
'BB-' from 'B+' and removed the ratings from CreditWatch, where we
listed them on Aug. 2, 2013, with positive implications.  The
outlook is stable.

"The upgrade reflects ACAS' improved financial risk profile, which
we believe will improve further upon execution of its currently
proposed amendment to its credit facility, and our view that the
firm will continue to improve its business risk profile as a
hybrid with both on-balance-sheet investments and increasing fee
income from managing third-party funds," said Standard & Poor's
credit analyst Sebnem Caglayan. For the six months ended June 30,
2013, ACAS generated approximately $67 million of revenue from
funds management (which primarily is in the form of dividends or
fee income), which represented 26% of its total revenue.

This percentage is up meaningfully from 15.9% in 2012 and 8.6% in
2011.

S&P's rating on ACAS reflects the company's hybrid business
profile, low leverage compared with its business development
company (BDC) peers, improving earnings and cash flow, and
adequate liquidity and funding profile.  ACAS' high level of
nonaccrual loans; exposure to equity investments, especially in
finance companies and structured securities; concentration within
the top 10 investments; and the company's predominantly illiquid
investments within its private finance investment portfolio offset
these strengths.

ACAS is a BDC that provides debt and equity capital primarily to
middle-market companies--defined as companies with sales of $10
million to $750 million.  As of June 30, 2013, the company managed
$20.2 billion of assets, including $5.3 billion investments on the
balance sheet and $14.9 billion of third-party earning assets. The
company is composed of four business lines:

Private Finance Investment Portfolio (consisting of operating
companies, and sponsor finance and direct investments, which
represent on-balance-sheet investments in portfolio companies),
Fee-based asset manager American Capital Asset Management (ACAM),
European Capital (ECAS), and Structured Products.

ACAS conducts its third-party asset-management business through
its wholly owned portfolio company, ACAM. As of June 30, 2013,
ACAM had approximately $14.9 billion of earning assets under
management (compared with $12.3 billion in 2012 and $7.6 billion
in 2011) through six private and two public funds.

The unadjusted debt-to-equity ratio, which creditors use to
determine covenant compliance, was 0.11x as of June 30, 2013.
After its term-loan amendment and concurrent $150 million
amortization payment this month, S&P expect the reported leverage
to fall to 0.08x on a pro forma basis.  This is very strong
relative to the firm's peers.

S&P's measure of the company's leverage, as measured by debt to
adjusted total equity (ATE; adjusted for equity investments in
finance companies or structured vehicles it controls) was 0.12x,
as of June 30, 2013, which we also view as strong for the rating.

The stable outlook incorporates S&P's view that ACAS will continue
to generate an increasing portion of its revenue from its asset
management business and improve its earnings and non-deal-
dependent income interest coverage in the next 12 months.  Even if
the company eventually resumes operating at higher leverage, which
S&P view as likely, we believe ACAS should operate with lower
leverage than its peer group, which typically ranges from 0.5x to
0.8x, given its relatively high concentration in equity
investments.

S&P could consider raising the ratings if ACAS experiences four or
more consecutive quarters with nonaccruals less than 10% at cost,
coverage of interest by non-deal-dependent earnings above 10.0x,
and realized portfolio returns of more than 5%.

S&P could downgrade the company if its loan performance or a drop
in the value of its investments causes a significant increase in
leverage ratio or if the coverage of interest by non-deal-
dependent earnings drops to less than 4.0x for two or more
consecutive quarters.


ANTIOCH COMPANY: Aug. 15 Hearing on $50,000 Retention Bonuses
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Minnesota will
convene a hearing on Aug. 15, 2013, at 1:30 p.m., to consider The
Antioch Company, et al.'s proposal to pay their employees bonuses
up to an aggregate amount of $50,000.

The Debtors have identified a short list of non-insider employees
who are critical to their business operations.  The bonus program,
the Debtors believe, will help insure that the employees are and
remain properly motivated and incentivized to undertake the
substantial efforts that will be necessary for the Debtors to
maximize value for creditors and to propose a chapter 11 plan.
The Debtors propose to pay the relevant bonus payment to an
employee upon the earliest occurrence of any of these events: (a)
the effective date of any chapter 11 plan confirmed by the Court;
(b) an employee is terminated by the Debtors other than for cause;
(c) the chapter 11 cases are converted to cases under chapter 7 of
the Bankruptcy Code; (d) the chapter 11 cases are dismissed; or
(e) Dec. 31, 2013. If an Employee leaves the company voluntarily
before any such date, their Bonus Payment will be waived.

The Debtors have historically offered retention payments to
critical employees.

                     About The Antioch Company

St. Cloud, Minn.-based scrapbook company The Antioch Company and
six affiliates filed for Chapter 11 bankruptcy (Bankr. D. Minn.
Case No. 13-41898) in Minneapolis on April 16, 2013.  Antioch
disclosed $10 million to $50 million in both assets and debts.

The affiliates that separate filed for Chapter 11 are Antioch
International-Canada LLC, Antioch International LLC, zeBlooms LLC,
Antioch Framers Supply LLC, Antioch International-New Zealand LLC,
and Creative Memories Puerto Rico, LLC.  Douglas W. Kassebaum,
Esq. at Fredrikson & Byron, P.A. represents the Debtor as co-
counsel.

Founded in 1926, Antioch and its affiliates make up one of the
world's preeminent suppliers of scrapbooks, related accessories,
and photo solutions for memory preservation through the direct
sales channel.  The Debtors also go by business names Creative
Memories, Antioch, Agenda, Antioch Publishing, Cottage Arts, Frame
of Mind and Webway.

Antioch has 200 employees and currently has operations through the
Debtor companies and foreign subsidiaries in the United States,
Canada, Japan, Australia, and New Zealand. In 2012, the Company's
net revenue was approximately $93.8 million and it had a net loss
of $3.7 million.

Antioch previously sought bankruptcy protection in 2008 (Bankr.
S.D. Ohio Case No. 08-35741).

In the 2013 case, the U.S. Trustee appointed a seven-member
creditors committee.


ANTIOCH COMPANY: Aug. 15 Hearing on Exclusivity Extension Bid
-------------------------------------------------------------
At the behest of The Antioch Company, et al., the U.S. Bankruptcy
Court for the District of Minnesota granted a short extension of
the Debtors' exclusivity to file a plan of reorganization -- from
Aug. 14, 2013, to Aug. 17; adjourned the hearing scheduled for
Aug. 1, to Aug. 15 on the matter; and adjourned the official
committee of unsecured creditors' objection deadline to Aug. 13.

The Debtors and the Committee are engaging in discussions with the
hope of reaching an agreement on the terms of a plan.  The goal is
to be able to file a consensual plan which will save on costs and
additional expenses and ultimately benefit the estates.

The Debtors has request 90-day extensions of their exclusive
periods to file a plan and obtain acceptances thereof.  The
Debtors said that the extension will provide them necessary
flexibility in formulating a plan.

                     About The Antioch Company

St. Cloud, Minn.-based scrapbook company The Antioch Company and
six affiliates filed for Chapter 11 bankruptcy (Bankr. D. Minn.
Case No. 13-41898) in Minneapolis on April 16, 2013.  Antioch
disclosed $10 million to $50 million in both assets and debts.

The affiliates that separate filed for Chapter 11 are Antioch
International-Canada LLC, Antioch International LLC, zeBlooms LLC,
Antioch Framers Supply LLC, Antioch International-New Zealand LLC,
and Creative Memories Puerto Rico, LLC.  Douglas W. Kassebaum,
Esq. at Fredrikson & Byron, P.A. represents the Debtor as co-
counsel.

Founded in 1926, Antioch and its affiliates make up one of the
world's preeminent suppliers of scrapbooks, related accessories,
and photo solutions for memory preservation through the direct
sales channel.  The Debtors also go by business names Creative
Memories, Antioch, Agenda, Antioch Publishing, Cottage Arts, Frame
of Mind and Webway.

Antioch has 200 employees and currently has operations through the
Debtor companies and foreign subsidiaries in the United States,
Canada, Japan, Australia, and New Zealand. In 2012, the Company's
net revenue was approximately $93.8 million and it had a net loss
of $3.7 million.

Antioch previously sought bankruptcy protection in 2008 (Bankr.
S.D. Ohio Case No. 08-35741).

In the 2013 case, the U.S. Trustee appointed a seven-member
creditors committee.


APPLIED DNA: NeuStrada Held 4.9% Equity Stake at Aug. 1
-------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, NeuStrada Capital, LLC, and Gerald Catenacci
disclosed that as of Aug. 1, 2013, they beneficially owned
34,005,845 shares of common stock of Applied DNA Sciences, Inc.,
representing 4.97 percent of the shares outstanding.  The
reporting persons previously disclosed beneficial ownership of
40,827,268 common shares or 5.96 percent equity stake as of
July 12, 2013.  A copy of the regulatory filing is available for
free at http://is.gd/bnXc6e

                         About Applied DNA

Stony Brook, N.Y.-based Applied DNA Sciences, Inc., is principally
devoted to developing DNA embedded biotechnology security
solutions in the United States.  The Company's shares of common
stock are quoted on the OTC Bulletin Board under the symbol
"APDN."

Applied DNA incurred a net loss of $7.15 million for the
year ended Sept. 30, 2012, compared with a net loss of $10.51
million for the year ended Sept. 30, 2011.  The Company's balance
sheet at March 31, 2013, showed $5.07 million in total assets,
$8.84 million in total liabilities and a $3.77 million total
stockholders' deficit.


ATLANTIC POWER: Poor Performance Prompts Moody's to Cut CFR to B1
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Atlantic Power
Corporation, including the Corporate Family Rating to B1 from Ba3,
Probability of Default Rating to B1-PD from Ba3-PD and the senior
unsecured notes to B2 from B1. The Speculative Grade Liquidity
rating of SGL-3 is affirmed. The rating outlook is negative. This
action concludes the review for possible downgrade that was
initiated on July 3, 2013.

"The downgrade was driven by the weak business fundamentals faced
by Atlantic Power, which raises questions about the long-term
sustainability of its business model," said Moody's Analyst John
M. Grause. "The negative outlook reflects these challenges, which
include low power prices and recontracting risks, and the
uncertainties with respect to accessing the capital markets,"
added Grause.

Rating Rationale:

The downgrade is a result of the continued uncertainty around
asset recontracting, low power prices and a deteriorating suite of
key financial metrics. Three of AT's projects - Tunis, Selkirk and
Kenilworth - face difficulty around long-term contracting and its
Greeley project may be shut down upon maturity of its PPA due to
lack of a market for its power. Moody's sees this difficulty in
recontracting as evidence of a diminished market and competitive
position which will result in lower than previously expected
financial performance. For example, in October 2012, Moody's
twelve to eighteen month forward view of AT's CFO pre-W/C to debt
was 7 -- 11%, but now Moody's expects CFO pre-W/C to debt to
decline to the 4 -- 7% range over the next eighteen months.

Additionally, AT faces longer term issues with cash flow declining
and growth harder to achieve with limited capital market access
and a restrictive amended credit agreement. Moody's expects
management to focus on deleveraging the business and regaining
access to capital markets over the next eighteen to twenty-four
months.

The downgrade also reflects the limitations placed on AT from its
amended credit facility agreement that substantially weakens the
company's liquidity profile. Specifically, the amendment reduced
the credit facility's available capacity to $150 million from $300
million, with only $25 million available for cash draws. The
amended agreement also requires AT to maintain at all times
unrestricted cash and cash equivalents of at least $75 million and
the agreement reset the financial covenants (maximum of 7.75 for
Debt to EBITDA and minimum of 1.6 for interest coverage). AT's
weakened liquidity profile should be adequate over the next twelve
months, but further action will be needed by AT to improve its
overall liquidity profile.

The B1 CFR are currently supported by the diversity of cash flows
from AT's portfolio of 29 projects and management's focus on
contracted cash flows. These strengths are balanced against high
leverage, complex organizational structure, declining cash flow
profile within the portfolio, ongoing recontracting risk and
limited access to capital markets.

The negative outlook considers the expectation for declining cash
flows given the recontracting pressures, potentially greater
future reliance on merchant cash flow, and the liquidity
constraints that have been imposed on AT following the bank
restructuring.

In light of the negative outlook, AT could be downgraded further
if cash flow deteriorates and metrics are below the expected
range, particularly CFO pre-W/C to debt below 4%; if there is
further difficulty in accessing the capital markets, especially
with the upcoming maturity of $190 million of Curtis Palmer debt,
which Moody's expects to be refinanced; or, if AT is not able to
sign long-term replacement contracts in a manageable timeframe and
with reasonable terms for projects whose PPAs are expiring.

AT's negative outlook could changed to stable if cash flow exceeds
expectations on a sustainable basis, specifically CFO pre-W/C to
debt above 7%; if the company successfully refinanced the Curtis
Palmer debt; if the company reduces leverage or simplifies the
layers of complexity in its capital structure.

Ratings downgraded:

Issuer: Atlantic Power Corporation

Corporate Family Rating: B1 from Ba3

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

Senior Unsecured Notes: B2, LGD-5 72% (revised from LGD-4 68%)

Outlook: Negative from RUR-Down

Atlantic Power Corporation, incorporated in British Columbia and
listed on the NYSE and TSX, is an independent power producer that
owns interests in a diversified fleet of power generation projects
located in the United States and Canada.

The principal methodology used in this rating was the Unregulated
Utilities and Power Companies published in August 2009. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


APARTMENT INVESTMENT: Moody's Withdraws Ba1 CFR, Ba3 Stock Rating
-----------------------------------------------------------------
Moody's Investors Service withdrew its Ba1 corporate family rating
and Ba3 preferred stock rating for Apartment Investment and
Management Company.

Moody's has withdrawn the ratings for business reasons.

The following ratings were withdrawn:

Apartment Investment and Management Company -- corporate family
rating at Ba1, preferred stock at Ba3

The last rating action on AIMCO was on April 3, 2012 when the
rating was affirmed with a stable outlook.

Apartment Investment and Management Company is a real estate
investment trust that is focused on the ownership and management
of quality apartment communities located in the largest markets in
the United States. AIMCO is one of the country's largest owners
and operators of apartments, with 258 communities in 23 states,
the District of Columbia and Puerto Rico as of June 30, 2013.


ATARI INC: Asks For Extra 60 Days to Keep Control of Ch. 11 Case
----------------------------------------------------------------
Law360 reported that Atari Inc. on August 6 asked a New York
bankruptcy judge to give the company another 60 days to keep
control of its Chapter 11 case, saying it won't be able to meet a
fast-approaching deadline to file a reorganization or liquidation
plan.

According to the report, the U.S. branch of French holding firm
Atari SA recently obtained court approval of its bid to sell off
its assets piece by piece, which Atari said represented the best
opportunity to maximize asset value for the benefit of all
stakeholders.

                          About Atari

Atari -- http://www.atari.com-- is a multi-platform, global
interactive entertainment and licensing company.  Atari owns
and/or manages a portfolio of more than 200 games and franchises,
including world renowned brands like Asteroids(R), Centipede(R),
Missile Command(R), Pong(R), Test Drive(R), Backyard Sports(R),
and Rollercoaster Tycoon(R).

Atari Inc. and its U.S. affiliates filed for Chapter 11 bankruptcy
(Bankr. S.D.N.Y. Lead Case No. 13-10176) on Jan. 21, 2013, to
break away from their unprofitable French parent company and
secure independent capital.

A day after its American unit filed for Chapter 11 bankruptcy
protection, Paris-based Atari S.A. took a similar measure under
Book 6 of that country's commercial code.  Atari S.A. said it
was filing for legal protection because its longtime backer
BlueBay has sought to sell its 29% stake and demanded repayment by
March 31 on a credit line of $28 million that it cut off in
December.

Peter S. Partee, Sr. and Michael P. Richman of Hunton & Williams
LLP are proposed to serve as lead counsel for the U.S. companies
in their Chapter 11 cases.  BMC Group is the claims and notice
agent.  Protiviti Inc. is the financial advisor.

Duff & Phelps Securities LLC serves as financial advisor to the
Official Committee of Unsecured Creditors.  Cooley LLP serves as
the Committee's counsel.


ATP OIL: Owes $4.3M for Offshore Transports, Bristow Unit Says
--------------------------------------------------------------
Law360 reported that as helicopter transport company hit ATP Oil &
Gas Corp. with a lawsuit in Texas bankruptcy court Tuesday seeking
to enforce $4.3 million of liens for allegedly unpaid services at
several ATP wells off the Louisiana coast.

According to the report, an affiliate of Houston-based Bristow
Group Inc. says it is undisputed that it provided services to ATP
by flying personnel, equipment and supplies to the bankrupt
company's offshore platforms, and that it properly asserted the
liens under the Louisiana Oil Well Lien Act.

                           About ATP Oil

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

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

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

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

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

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


ATP OIL: Faces Securities Class Action in Texas
-----------------------------------------------
Brower Piven, A Professional Corporation on Aug. 7 disclosed that
a class action lawsuit has been commenced in the United States
District Court for the Southern District of Texas on behalf of
purchasers of ATP Oil & Gas Corporation common stock during the
period between December 16, 2010 and August 17, 2012, inclusive.

If you have suffered a net loss from investment in ATP Oil & Gas
Corporation common stock purchased on or after December 16, 2010,
and held through any of the revelations of negative information on
August 10, 2012 and/or August 17, 2012, as described below, at no
cost to you, you may obtain additional information about this
lawsuit and your ability to become a lead plaintiff by contacting
Brower Piven at http://www.browerpiven.comby e-mail at
hoffman@browerpiven.com by calling 410/415-6616, or at Brower
Piven, A Professional Corporation, 1925 Old Valley Road,
Stevenson, Maryland 21153.  Attorneys at Brower Piven have
combined experience litigating securities and class action cases
of over 60 years.

No class has yet been certified in the above action.  Members of
the Class will be represented by the lead plaintiff and counsel
chosen by the lead plaintiff.  If you wish to choose counsel to
represent you and the Class, you must apply to be appointed lead
plaintiff no later than October 4, 2013 and be selected by the
Court.  The lead plaintiff will direct the litigation and
participate in important decisions including whether to accept a
settlement and how much of a settlement to accept for the Class in
the action.  The lead plaintiff will be selected from among
applicants claiming the largest loss from investment in Company
units during the Class Period.

The complaint accuses the defendants of violations of the
Securities Exchange Act of 1934 by virtue of the defendants'
failure to disclose the impact that two successive United States
Department of the Interior moratoria for deepwater drilling
operations in the Gulf of Mexico had on the Company's operations
and revenues and the Company's breach of certain credit agreements
by engaging in disguised financing arrangements that were designed
to evade the requirements of such credit agreements.  According to
the Complaint, following reports on August 10, 2013 that the
Company might file for bankruptcy and the Company's August 17,
2013 disclosure that it was filing for Chapter 11 bankruptcy, the
value of ATP shares declined significantly.

If you choose to retain counsel, you may retain Brower Piven
without financial obligation or cost to you, or you may retain
other counsel of your choice.  You need take no action at this
time to be a member of the class.

        CONTACT: Charles J. Piven
                 Brower Piven, A Professional Corporation
                 Stevenson, Maryland
                 410/415-6616
                 E-mail: hoffman@browerpiven.com

                          About ATP Oil

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

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

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

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

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

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


ATP OIL: NGP Continues to Receive Monthly Production Payments
-------------------------------------------------------------
NGP Capital Resources Company on Aug. 8 disclosed that it has
continued to receive its share of monthly production payments from
ATP Oil & Gas Corporation, pursuant to its limited-term overriding
royalty interests (the "ORRIs") in ATP's Gomez and Telemark
offshore oil and gas properties, in accordance with the Bankruptcy
Court's order and subject to a Disgorgement Agreement executed in
August 2012, shortly after ATP filed for protection under Chapter
11 of the U.S. Bankruptcy Code.  Operations and production ceased
on the Gomez properties on April 30, 2013, as a result of an order
issued on behalf of the U.S. Bureau of Safety and Environmental
Enforcement.  As of June 30, 2013, the Company's unrecovered
investment in the ORRIs was $30.0 million, and it had received
aggregate production payments of $20.0 million subject to the
Disgorgement Agreement, $4.9 million of which was received during
the second quarter of 2013.  Of the $11.1 million of ORRI
distribution the Company received during the first six months of
2013, $4.6 million was attributable to Gomez production and $6.5
million was attributable to Telemark production.

On May 7, 2013, ATP conducted an auction of its assets and
selected a credit bid that did not include an offer to purchase
the Gomez properties.  On July 9, 2013, the Court entered its
interim order approving the sale of ATP's assets on an interim
basis, subject to a final hearing at which the Court will consider
evidence relating to the approval of the proposed purchaser.

The disclosure was made in NGP's earnings release for the second
quarter of 2013, a copy of which is available for free at:

                       http://is.gd/BjZ36R


                           About ATP Oil

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

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

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

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

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

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


AVERY LOPEZ: Case Summary & 3 Unsecured Creditors
-------------------------------------------------
Debtor: Avery Lopez LLC
        4130 Mount Vernon Drive
        Los Angeles, CA 90008

Bankruptcy Case No.: 13-29189

Chapter 11 Petition Date: July 30, 2013

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

Judge: Peter Carroll

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

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

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

The Company's list of its three largest unsecured creditors is
available for free at:
http://bankrupt.com/misc/cacb13-29189.pdf

The petition was signed by Alla Avery-Smothers, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
Ella Avery-Smothers                   13-28622            07/23/13


BALLY TECHNOLOGIES: S&P Assigns 'BB' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' corporate
credit rating to Las Vegas-based Bally Technologies Inc. The
rating outlook is stable.

At the same time, S&P assigned its 'BB' issue-level and '3'
recovery rating to Bally's existing $1.064 billion credit facility
(consisting of a $700 million revolver due 2018 and a $364 million
term loan A due 2018) and proposed $1.1 billion term loan B due
2021.  The '3' recovery rating indicates its expectation for
meaningful (50% to 70%) recovery for lenders in the event of a
payment default. The ratings remain subject to our receipt and
review of final documentation.

Bally will use proceeds from the proposed term loan issuance,
along with revolver borrowings and cash on hand, to fund its $1.3
billion acquisition of SHFL entertainment and to pay related fees
and expenses.  Bally expects to complete the acquisition by the
second quarter of calendar 2014, subject to shareholder approval
and regulatory approvals.

The 'BB' corporate credit rating reflects its assessment of
Bally's business risk profile as "fair" and its assessment of the
company's financial risk profile as "significant."

"We expect that Bally will successfully integrate its acquisition
of SHFL, that interest coverage will remain strong, and that
leverage will improve in fiscal 2015," said Standard & Poor's
credit analyst Melissa Long. "We also believe that Bally will
initially prioritize debt repayment over further acquisitions or
large share repurchases," S&P added.


BANYAN RAIL: Incurs $110,000 Net Loss in Second Quarter
-------------------------------------------------------
Banyan Rail Services Inc. filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $110,101 for the three months ended June 30, 2013,
as compared with a net loss of $377,092 for the same period during
the prior year.

For the six months ended June 30, 2013, the Company posted net
income of $1.53 million, as compared with a net loss of $547,560
for the same period a year ago.

As of June 30, 2013, the Company had $16,269 in total assets,
$791,759 in total liabilities and a $775,490 total stockholders'
deficit.

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

                        http://is.gd/3ONwNc

                         About Banyan Rail

Boca Raton, Florida-based Banyan Rail Services Inc. owns 100% of
the common stock of The Wood Energy Group, Inc.  Wood Energy
engages in the business of railroad tie reclamation and disposal,
principally in the south and southwest.

DaszkalBolton LLP, in Boca Raton, FL, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012.

"The Company has a net capital deficiency and continues to
experience recurring losses and negative cash flows from
operations.  In addition, subsequent to December 31, 2012, the
operating subsidiary of the Company filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code in the United
States Bankruptcy Court Southern District of Florida, which
consequently was converted to a case under Chapter 7 of the
Bankruptcy Code.  These matters raise substantial doubt about the
Company's ability to continue as a going concern."


BAUSCH & LOMB: S&P Withdraws 'B+' Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings, including
its 'B+' corporate credit rating, on Bausch & Lomb Inc. at the
company's request.  The rating withdrawal follows the closing of
Valeant Pharmaceuticals International Inc.'s acquisition of Bausch
& Lomb.


BAY COUNTRY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Bay Country Communications, Inc.
        502 Maryland Avenue
        Cambridge, MD 21613

Bankruptcy Case No.: 13-23225

Chapter 11 Petition Date: August 2, 2013

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

Judge: Duncan W. Keir

Debtor's Counsel: G. David Dean, II, Esq.
                  COLE SCHOTZ MEISEL FORMAN & LEONARD P.A.
                  300 E. Lombard Street, Suite 2000
                  Baltimore, MD 21202
                  Tel: (410) 528-2972
                  Fax: (410) 230-0667
                  E-mail: ddean@coleschotz.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/mdb13-23225.pdf

The petition was signed by Jon Scott Shilling, vice president.


BELLE FOODS: Court to Approve Sale; DIP Loan Hearing Today
----------------------------------------------------------
Michael Tomberlin, writing for AL.com, reports that U.S.
Bankruptcy Judge Jack Caddell for the Northern District of Alabama
said at the hearing Aug. 8 he will approve the sale of seven of
Belle Foods stores that were slated to close Thursday.  The
Court's order will pave the way for Belle Foods to sell the seven
stores for more than $1.3 million as it tries to pay down $42
million in debt.

According to the report, Belle Foods has buyers for six of its
Food World stores in Alabama and Florida and the Piggly Wiggly
store in Tifton, Ga.  The Alabama stores being sold are the Mobile
Food World store at 4055 Cottage Hill Rd. and the Decatur Food
World store at 2019 Sixth Ave. South, Ste. 18.

AL.com notes that during Thursday's hearing, it was revealed that
the buyer of the Decatur store plans to liquidate its contents and
not keep it open as a grocery store. The remaining six stores will
apparently continue operating under new names and ownership.

The report relates that, according to sales agreements filed by
Belle Foods attorneys, the Mobile store will fetch the highest
price of the seven sales. Autry Greer & Sons is offering $455,000
for the Mobile store. Autry Greer & Sons is also offering $100,000
for the 4051 Barrancas Ave. Food World store in Pensacola, Fla.

Hometown Market of Morgan County Inc. has offered $100,000 for the
Decatur store.

According to the report, other pending sales are:

     -- Mary Esther Foods LLC paying $250,000 for the 251 Mary
        Esther Cutoff Food World in Mary Esther, Fla.;

     -- Malloy Grocery paying $150,000 for the 8084 North Davis
        Highway Food World in Pensacola;

     -- Fisher Douglas LLC paying $150,000 for the 4320 Lillian
        Highway Food World in Pensacola; and

     -- CMM Properties Inc. paying $100,000 for the Piggly Wiggly
        in Tifton, Ga.

Court filings indicate the grocer hopes to have all seven of the
stores sold by Aug. 15.

According to AL.com, the only objection raised to the sale of the
seven stores was from the Retail, Wholesale & Department Store
Union-Mid-South Council, which represents 1,250 hourly Belle Foods
employees.  Attorneys were able to resolve the conflict, clearing
the way for Judge Caddell's order.

The report notes another hearing is scheduled before Judge Caddell
on Aug. 9 that will address a new debtor-in-possession financing
agreement proposed between Belle Foods and its primary creditor,
C&S Wholesale Grocers Inc. That hearing will also address issues
raised by those opposed to a proposed auction of the remaining 44
Belle Foods stores.

The report says Chris Carson, Esq., at Burr & Forman representing
Belle Foods, said the attorneys are working to resolve the
objections raised by landlords, vendors, the employee union and
others concerning the DIP financing and store auction.

The report notes C&S and Belle have agreed to a new $34.8 million
DIP financing agreement. Under the terms of the deal, $33.3
million will refinance money Belle already owes C&S and the
remaining $1.5 million will help Belle keep operating its stores
until they can be auctioned off between now and Oct. 4.  Those
agreements and plans still must gain the court's approval.

                       About Belle Foods

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

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

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

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

An 11-member official committee of unsecured creditors has been
appointed in the case.


BERNARD L. MADOFF: Making Law on Enjoining Foreign Liquidators
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the liquidation of Bernard L. Madoff Investment
Securities Inc. may be the case to decide whether a U.S. court has
power to enjoin a liquidator in a foreign bankruptcy from suing a
U.S. bankruptcy trustee abroad.

The first step toward resolution of the issue was decided on
Aug. 2 by U.S. District Judge Jed Rakoff in New York.  He didn't
indicate which way he will eventually rule on the question, if he
ever does.  He only decided that he, a district judge, must decide
the threshold issue, not the bankruptcy court.

According to Mr. Rochelle, the question is important because the
inability to stop a lawsuit abroad could end up saddling the
bankrupt Madoff estate with a judgment for billions of dollars.

The report recounts that the controversy began in April 2012 when
Irving Picard, the Madoff trustee, filed suit in bankruptcy court
to stop the foreign liquidator of a Madoff feeder fund from suing
him in a court in Luxembourg.  The case involves the liquidators
for Access Management Luxembourg SA who were sued in the District
Court of Luxembourg by the liquidators of Luxalpha SICA V. The
Luxalpha liquidators contend their investors weren't aware that
investments with Access were turned over to Madoff.

The Access liquidators, the Bloomberg report continues, filed
what's known as a third-party complaint against Madoff to recover
what could be billions of dollars in damages owing to Luxalpha,
according to papers Mr. Picard filed in bankruptcy court.  Mr.
Picard wanted the bankruptcy judge in New York to enjoin the
Access liquidators by compelling them to stop the suit in
Luxembourg against the Madoff firm.  Mr. Picard contended that the
so-called automatic stay in U.S. bankruptcy law extends to actions
taken anywhere in the world.  The liquidators responded by filing
papers demanding that the suit be taken out of bankruptcy court
and decided in federal district court because the eventual result
depends on nonbankruptcy federal law.

After making a preliminary ruling in September, Judge Rakoff
handed down his definitive opinion on Aug. 2.  The Luxembourg
liquidators said there were two reasons for kicking the suit
upstairs to district court:

    * First, they wanted Judge Rakoff to decide if the U.S. courts
have what's known as personal jurisdiction. As a matter of U.S.
constitutional law, a U.S. court can't have power over a foreigner
like the liquidators unless the liquidators had "minimum contacts"
with the U.S.

    * For the second reason to remove the suit to district court,
the Luxembourg liquidators cited a 1987 case from the U.S. Court
of Appeals in Manhattan known as China Trade.  That case tells
U.S. courts to use injunctions "sparingly" if the result would
preclude a foreign court from processing a lawsuit.  Judge Rakoff
ruled last week that the issue of personal jurisdiction is a
"routine" question decided all the time by bankruptcy courts, even
if the particular case was at the "outer boundaries" of a U.S.
court's constitutional power.

Consequently, Judge Rakoff ruled it is proper for the bankruptcy
court to decide if there is personal jurisdiction over the
Luxembourg liquidators.  Resolution of the China Trade issue,
Judge Rakoff said, must be determined in district court initially.

According to the report, Judge Rakoff began the China Trade
analysis by making an important pronouncement that non-bankruptcy
federal law requiring resolution in district court includes judge-
made law like China Trade, not only federal statutes.  Judge
Rakoff said he had "implicitly" ruled that way in several Madoff
cases.  Mr. Picard argued that bankruptcy cases are exempted from
China Trade.  Judge Rakoff said that argument is a "largely novel
issue" that requires initial resolution in district court because
it involves a foreign bankruptcy.  Judge Rakoff won't be deciding
the China Trade question for some time yet.  He said it is proper
for the bankruptcy court first to issue a ruling on personal
jurisdiction.  If the bankruptcy court finds the Luxembourg
liquidators are immune from suit in the U.S., the case will be
dismissed and Judge Rakoff will have no need for deciding if China
Trade exempts them from a suit that would enjoin some of the
foreign liquidation.

The question of personal jurisdiction was fully briefed last year
in bankruptcy court. If the bankruptcy judge doesn't dismiss the
suit, Judge Rakoff will hold a conference and decide on a schedule
for resolving the China Trade question.

The Luxembourg case in district court is Picard v. Access
Management Luxembourg SA (In re Bernard L. Madoff Investment
Securities LLC), 12-mc-00115, U.S. District Court, Southern
District of New York (Manhattan). The lawsuit in bankruptcy
court is Picard v. Access Management Luxembourg SA (In re
Bernard L. Madoff Investment Securities LLC), 12-bk-01563, U.S.
Bankruptcy Court, Southern District of New York (Manhattan).

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff
orchestrated the largest Ponzi scheme in history, with losses
topping US$50 billion.  On Dec. 15, 2008, the Honorable Louis A.
Stanton of the U.S. District Court for the Southern District of
New York granted the application of the Securities Investor
Protection Corporation for a decree adjudicating that the
customers of BLMIS are in need of the protection afforded by the
Securities Investor Protection Act of 1970.  The District Court's
Protective Order (i) appointed Irving H. Picard, Esq., as trustee
for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP
as his counsel, and (iii) removed the SIPA Liquidation proceeding
to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789)
(Lifland, J.).  Mr. Picard has retained AlixPartners LLP as claims
agent.

On April 13, 2009, former BLMIS clients filed an involuntary
Chapter 7 bankruptcy petition against Bernard Madoff (Bankr.
S.D.N.Y. 09-11893).  The case is before Hon. Burton Lifland.  The
petitioning creditors -- Blumenthal & Associates Florida General
Partnership, Martin Rappaport Charitable Remainder Unitrust,
Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert
US$64 million in claims against Mr. Madoff based on the balances
contained in the last statements they got from BLMIS.

On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff
Securities International Limited in London under bankruptcy
protection pursuant to Chapter 15 of the U.S. Bankruptcy Code
(Bankr. S.D. Fla. 09-16751).

The Chapter 15 case was later transferred to Manhattan.  In June
2009, Judge Lifland approved the consolidation of the Madoff SIPA
proceedings and the bankruptcy case.

Judge Denny Chin of the U.S. District Court for the Southern
District of New York on June 29, 2009, sentenced Mr. Madoff to
150 years of life imprisonment for defrauding investors in United
States v. Madoff, No. 09-CR-213 (S.D.N.Y.).

From recoveries in lawsuits coupled with money advanced by SIPC,
Mr. Picard has paid 53 percent of customers' claims totaling $17.3
billion.  Mr. Picard has collected about $9.35 billion, not
including an additional $2.2 billion that was forfeit to the
government and likewise will go to customers.  Mr. Picard is
holding more than $4.7 billion he can't distribute on account of
outstanding appeals and disputes, such as the issue of interest on
customers' claims.  The largest holdback, almost $2.8 billion,
results from disputed claims.


BERRY PLASTICS: Posts $40 Million Net Income in 3rd Quarter
-----------------------------------------------------------
Berry Plastics Group, Inc., reported net income of $40 million on
$1.22 billion of net sales for the quarterly period ended June 29,
2013, as compared with net income of $9 million on $1.24 billion
of net sales for the quarterly period ended June 30, 2012.

For the three quarterly periods ended June 29, 2013, the Company
posted net income of $31 million on $3.44 billion of net sales, as
compared with a net loss of $20 million on $3.56 billion of net
sales for the three quarterly periods ended June 30, 2012.

As of June 29, 2013, the Company had $5.04 billion in total
assets, $5.29 billion in total liabilities and a $251 million
stockholders' deficit.

"During the June 2013 quarter the Company achieved an Operating
EBITDA record for any June quarter, despite the sustained pressure
from continued soft consumer demand.  The year-over-year Operating
EBITDA margin improvements of 1 percent were achieved primarily
through productivity, strategic cost reduction actions taken, and
sourcing savings," said Jon Rich, Chairman and CEO of Berry
Plastics.

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

                         http://is.gd/WEpju1

                         About Berry Plastics

Berry Plastics Corporation manufactures and markets plastic
packaging products, plastic film products, specialty adhesives and
coated products.  At Jan. 2, 2010, the Company had more than 80
production and manufacturing facilities, primarily located in the
United States.  Berry is a wholly-owned subsidiary of Berry
Plastics Group, Inc.  Berry Group is primarily owned by affiliates
of Apollo Management, L.P., and Graham Partners.  Berry, through
its wholly owned subsidiaries operates five reporting segments:
Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings
and Specialty Films.  The Company's customers are located
principally throughout the United States, without significant
concentration in any one region or with any one customer.

On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of
the capital stock of Pliant upon Pliant's emergence from
reorganization pursuant to a proceeding under Chapter 11 for a
purchase price of $602.7 million.  Pliant is a leading
manufacturer of value-added films and flexible packaging for food,
personal care, medical, agricultural and industrial applications.
The acquired business is primarily operated in Berry's Specialty
Films reporting segment.

                           *     *     *

As reported by the TCR on Feb. 1, 2013, Moody's Investors Service
upgraded the corporate family rating of Berry Plastics to B2 from
B3 and the probability of default rating to B2-PD from B3-PD.  The
upgrade of the corporate family rating to B2 from B3 reflects
the improvement in pro-forma credit metrics and management's
publicly stated goal to pursue a less aggressive, more balanced
financial profile.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.

In November 2011, Standard & Poor's Ratings Services affirmed the
'B-' corporate credit rating on Berry and its holding company
parent, Berry Plastics Group Inc.  "The ratings on Berry reflect
the risks associated with the company's highly leveraged financial
profile and acquisition- driven growth strategy as well as its
fair business risk profile," said Standard & Poor's credit analyst
Cynthia Werneth.


CASALE INDUSTRIES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Casale Industries Inc.
        50 Center Street
        Garwood, NJ 07027

Bankruptcy Case No.: 13-27083

Chapter 11 Petition Date: August 2, 2013

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

Judge: Donald H. Steckroth

Debtor's Counsel: Douglas A. Goldstein, Esq.
                  SPECTOR & EHRENWORTH
                  30 Columbia Turnpike, Suite 202
                  Florham Park, NJ 07932
                  Tel: (973) 593-4800
                  Fax: (973) 593-4848
                  E-mail: dgoldstein@selawfirm.com

Scheduled Assets: $1,246,385

Scheduled Liabilities: $2,457,576

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/njb13-27083.pdf

The petition was signed by Kenneth Casale, president.


CARWASHER INC.: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: The Carwasher, Inc.
          dba Carwasher
          fdba Joe's Car Wash
        324 N. Country Club Drive
        Mesa, AZ 85201

Bankruptcy Case No.: 13-13417

Chapter 11 Petition Date: August 5, 2013

Court: U.S. Bankruptcy Court
       District of Arizona (Phoenix)

Judge: Eddward P. Ballinger, Jr.

Debtors' Counsel: Kelly G. Black, Esq.
                  KELLY G. BLACK, PLC
                  1152 E. Greenway Street, Suite 4
                  Mesa, AZ 85203-4360
                  Tel: (480) 639-6719
                  Fax: (480) 639-6819
                  E-mail: kgb@kellygblacklaw.com

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

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

Affiliate that simultaneously filed for Chapter 11:

        Debtor                     Case No.
        ------                     --------
Bajo Enterprises,                  13-13419
  an Arizona General Partnership
    Assets: $100,001 to $500,000
    Debts: $1,000,001 to $10,000,000

The petitions were signed by Coy Lindblom, secretary.

A. Carwasher did not file a list of creditors together with its
petition.

B. Bajo Enterprises did not file a list of creditors together with
its petition.


CARDTRONICS INC: Moody's Raises CFR to 'Ba2'; Outlook Stable
------------------------------------------------------------
Moody's Investors Service upgraded Cardtronics, Inc.'s corporate
family rating to Ba2 from Ba3, its probability of default rating
to Ba2-PD from Ba3-PD, and the rating for its senior subordinated
debt to B1 from B2. Moody's also affirmed Cardtronics' SGL-2
Speculative Grade Liquidity rating and maintained a stable outlook
for the ratings. The ratings action reflects Moody's belief that
Cardtronics' increasing profitability affords the company ample
flexibility to invest in growth and sustain a moderate financial
risk profile in a mature industry.

Ratings Rationale:

Cardtronics announced that it acquired Cardpoint Limited for
approximately $153 million, which it financed through incremental
borrowings under an expanded revolving credit facility. Cardpoint
has approximately 7,100 ATMs in the U.K. and approximately 800
ATMs in Germany. Moody's estimates that Cardtronics' total debt-
to-EBITDA leverage (incorporating Moody's standard analytical
adjustments) increased to about 2.3x from 1.9x pro forma for the
acquisition of Cardpoint. However, based on Moody's projections of
Cardtronics' EBITDA growth and expectations of debt repayments
from free cash flow, Cardtronics' leverage should decline to less
than 2.0x by year-end 2014. Although the acquisition of
Cardpoint's ATM assets in Europe increases execution risk,
particularly in light of weak economic growth in the U.K., Moody's
believes that Cardtronics' moderate leverage, strong free cash
flow relative to debt (in excess of 15% in the next 12 to 24
months), and history of realizing cost synergies from acquisitions
mitigate the execution risk. The ratings upgrade also reflects
Moody's view that Cardtronics will pursue conservative financial
policies. While moderate-sized acquisitions will result in
temporary increases in leverage, Moody's expects the company to
target and maintain total debt to EBITDA of less than 2.0x over
the longer term.

The Ba2 corporate family rating additionally reflects Cardtronics'
predictable operating cash flow derived from transactions-based
revenues and its track record of strong EBITDA growth through a
combination of acquisitions, cost savings from acquisitions and
organic expansion. The company's ATM transactions growth has
outpaced the nearly stagnant levels of cash used in payment
transactions in the U.S., largely due to the growth in
Cardtronics' ATMs under bank-branding arrangement and the Allpoint
network, which both generate higher levels of ATM transactions.
Cardtronics' credit profile is further supported by its ownership
of the Allpoint network, which provides a surcharge-free access to
over 55,000 ATMs for the customers of participating financial
institutions. The company's growing scale and investments in
infrastructure provide operating leverage that should allow
Cardtronics to mitigate some of the impact of competitive
challenges or, potentially, declines in ATM interchange or only
modest increases in surcharge rates.

In Moody's opinion, the key long term risk to Cardtronics' ratings
is the limited growth prospects for cash-based transactions owing
to the secular shift from paper-based to electronic forms of
payments and challenges from emerging payment options, such as
mobile-based payments. As a result, Moody's believes that the
company will be increasingly challenged to sustain its current
organic growth rates in the high single digit percentages over the
long term. The Ba2 rating additionally considers Cardtronics'
business risks resulting from its concentrated customer revenue
profile, highly competitive industry, and uncertainties in the
intermediate to long term about the company's ability to maintain
ATM surcharge fee and interchange rates in various jurisdictions
in which it operates.

The stable outlook reflects Moody's expectations that Cardtronics'
revenues should grow in the mid to high single digit percentages
in the next 12 to 18 months, excluding acquisitions, and that
total debt to EBITDA leverage should decline to less than 2.0x
over this period through EBITDA growth and prioritization of debt
repayment.

Cardtronics' SGL-2 rating reflects its good liquidity comprising
cash balances, estimated free cash flow of at least $80 million in
the next 12 months, and access to approximately $100 million under
an expanded revolving line of credit. The company does not have
any material debt maturities until July 2016.

Moody's could downgrade Cardtronics' ratings if the company
experiences challenges in growing EBITDA or EBITDA margins
deteriorate as a result of organic decline in ATM transactions,
adverse impact from changes in the regulatory environment or loss
of large customer(s). In addition, aggressive fiscal policies or
transformative acquisitions that increase execution risk could
pressure the ratings. Specifically, Moody's could lower
Cardtronics' ratings if the company is unable to maintain total
debt to EBITDA (Moody's adjusted) below 2.5x and free cash flow
weakens to the below mid teens percentages of total debt for a
protracted period.

Given the mature growth prospects for the ATM industry in the long
term, absent meaningful improvements in Cardtronics' business risk
profile, notably through increased scale, higher levels of
operating cash flow and greater product diversity, a ratings
upgrade is unlikely. Additional upward rating triggers include
track record of growth in free cash flow driven by revenue growth
and management's commitment to maintain debt-to-EBITDA leverage
below 2.0x (Moody's adjusted), including potential increases in
debt to finance acquisitions.

Moody's has taken the following ratings action:

Issuer: Cardtronics, Inc.

  Corporate family rating -- Upgraded to Ba2, from Ba3

  Probability of default rating -- Upgraded to Ba2-PD, from Ba3-PD

  $200 million senior subordinated notes due 2018 -- Upgraded to
B1,
  LGD5 -- 86%, from B2, LGD 5, 81%

  Outlook -- Stable

  Speculative Grade Liquidity Rating - Affirmed, SGL-2

The principal methodology used in this rating was the Global
Business & Consumer Service Industry Rating Methodology published
in October 2010. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Headquartered in Houston, TX, Cardtronics is the world's largest
non-bank owner of ATMs. The company reported about $803 million in
revenue in the twelve months ended June 30, 2013.


CASH STORE: Conference Call on 3Q Results Scheduled for Aug. 15
---------------------------------------------------------------
The Cash Store Financial Services Inc. on Aug. 7 disclosed that it
will hold its management conference call and webcast with
shareholders, analysts and institutional investors to discuss its
third quarter results for the three and nine months ended June 30,
2013, on Thursday, August 15, 2013 at 11:00 a.m. EDT (9:00 a.m.
MDT).  The results will be released after market close on
Wednesday, August 14, 2013.

The conference call may be accessed by dialing toll-free 1-888-
231-8191 and providing the conference ID #27846074.  It will also
be broadcast live via the Internet at: http://cnw.ca/UQnaE0

A replay of the conference call will be available until August 22,
2013 by dialing toll-free 1-855-859-2056 and providing the
conference ID #27846074.

                    About Cash Store Financial

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

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

Cash Store Financial employs approximately 1,900 associates.

                          *     *     *

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

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

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


CENTRAL REFRIGERATED: Moody's Retains Ratings After Swift Takeover
------------------------------------------------------------------
Moody's Investors Service said that the completed acquisition of
Central Refrigerated Transportation, Inc. by Swift Transportation
Company (B1 stable), announced on 6 August, 2013, is positive for
Swift's operating profile and does not affect the company's B1
Corporate Family rating.

Swift Transportation Company, headquartered in Phoenix, Arizona,
is one of the largest providers of truckload transportation
services in the United States, with line-haul, dedicated and
inter-modal freight services.


COASTAL CONDOS: U.S. Trustee Opposes Approval of Plan Outline
-------------------------------------------------------------
Guy G. Gebhardt, Acting U.S Trustee for Region 21, objects to the
Disclosure Statement and Plan proposed by Coastal Condos, LLC, and
asks that the Bankruptcy Court sustain the objection unless
necessary changes are made to correct the deficiencies.

The Acting U.S. Trustee asserts that the Disclosure Statement is
lacking in adequate information regarding the amount, term, and
treatment of the unsecured creditor class.  Financial projections
or monthly operating report must also be attached to the
Disclosure Statement, the Acting U.S. Trustee adds.

The Plan cannot include Third Party Releases, the Acting U.S.
Trustee further contends.  Third Party Releases are inappropriate
and the Debtor has not proven requisite cause to request the
releases, he says.

Johanna P. Armengol, Esq. -- Johanna.armengol@usdoj.gov --
represents the Office of the U.S. Trustee.

            Disclosure Statement Hearing Continued

The hearing on the adequacy of the Disclosure Statement,
previously set for Aug. 1, has been continued to Sept. 3, 2013, at
3:00 p.m.

                       About Coastal Condos

Coastal Condos filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 13-20729) on May 8, 2013.  The Debtor owns and manages 72
condominiums at 7601 East Treasure Drive, Miami Beach, FL 33141.
Judge A. Jay Cristol presides over the case.  David R. Softness,
Esq., at David R. Softness, P.A., in Miami, Florida, represents
the Debtor as counsel.

Coastal Condos was the target of a $15.8 million foreclosure
lawsuit filed by North Bay Village-based First Equitable Realty
III in May 2012.

Coastal Condos owns 72 condo units at Grandview Palace in North
Bay Village, Florida, valued at $10.8 million.  Personal property
is valued at $389,000.  Assets total $11.2 million and liabilities
total $16.6 million.  It says that no creditors are holding
secured claims.

Coastal Condos first sought Chapter 11 protection (Bankr. S.D.
Miss. Case No. 12-07146) on May 25, 2012.  The case was dismissed
May 6, 2013.


COASTAL CONDOS: Seeks to Tap Wells Marble as Special Counsel
------------------------------------------------------------
Coastal Condos, LLC seeks the Bankruptcy Court's authority to
employ Roy H. Liddell, Esq., and the law firm of Wells Marble and
Hurst, PLLC, as special counsel.

The Debtor wants WMH to represent it in litigation matters,
including its adversary complaint against First Equitable Realty
III, Ltd.

Mr. Liddell assures the Court that WMH does not have any
connection with the parties or the matter on which his retention
is sought.

The current hourly rate of Mr. Liddell is $240.

                       About Coastal Condos

Coastal Condos filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 13-20729) on May 8, 2013.  The Debtor owns and manages 72
condominiums at 7601 East Treasure Drive, Miami Beach, FL 33141.
Judge A. Jay Cristol presides over the case.  David R. Softness,
Esq., at David R. Softness, P.A., in Miami, Florida, represents
the Debtor as counsel.

Coastal Condos was the target of a $15.8 million foreclosure
lawsuit filed by North Bay Village-based First Equitable Realty
III in May 2012.

Coastal Condos owns 72 condo units at Grandview Palace in North
Bay Village, Florida, valued at $10.8 million.  Personal property
is valued at $389,000.  Assets total $11.2 million and liabilities
total $16.6 million.  It says that no creditors are holding
secured claims.

Coastal Condos first sought Chapter 11 protection (Bankr. S.D.
Miss. Case No. 12-07146) on May 25, 2012.  The case was dismissed
May 6, 2013.


COASTAL CONDOS: Seeks to Tap David Rogero as Special Counsel
------------------------------------------------------------
Coastal Condos, LLC seeks the Bankruptcy Court's authority to
employ David M. Rogero, Esq., and the law firm of David M. Rogero,
P.A, as special counsel nunc pro tunc to the Petition Date.

The Debtor wants DMRPA to represent it with respect to its general
business matters, including evictions and other landlord tenant
disputes.

Mr. Rogero assures the Court that DMRPA does not have any
connection with the parties or the matter on which his retention
is sought.

                       About Coastal Condos

Coastal Condos filed a Chapter 11 petition (Bankr. S.D. Fla. Case
No. 13-20729) on May 8, 2013.  The Debtor owns and manages 72
condominiums at 7601 East Treasure Drive, Miami Beach, FL 33141.
Judge A. Jay Cristol presides over the case.  David R. Softness,
Esq., at David R. Softness, P.A., in Miami, Florida, represents
the Debtor as counsel.

Coastal Condos was the target of a $15.8 million foreclosure
lawsuit filed by North Bay Village-based First Equitable Realty
III in May 2012.

Coastal Condos owns 72 condo units at Grandview Palace in North
Bay Village, Florida, valued at $10.8 million.  Personal property
is valued at $389,000.  Assets total $11.2 million and liabilities
total $16.6 million.  It says that no creditors are holding
secured claims.

Coastal Condos first sought Chapter 11 protection (Bankr. S.D.
Miss. Case No. 12-07146) on May 25, 2012.  The case was dismissed
May 6, 2013.


COMMUNITY TOWERS: Hires EDR as Valuation & Economic Expert
----------------------------------------------------------
Community Towers I LLC et al., ask the U.S. Bankruptcy Court for
permission to employ EDR Valuations, Inc. as valuation and
economic expert.  EDR will provide valuation, economic analysis,
and expert testimony services regarding the Debtor's property and
operations.

The firm's rates are:

              Name              Rate Per Hour
              ----              -------------
         M. Daniel Close           $350.00
         Donna W. Close, CPA       $175.00

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

Attorneys for Debtors can be reached at:

         John Walshe Murray, Esq.
         Robert A. Franklin, Esq.
         Thomas T. Hwang, Esq.
         DORSEY & WHITNEY LLP
         305 Lytton Avenue
         Palo Alto, CA 94301
         Tel: (650) 857-1717
         Fax: (650) 857-1288
         Email: jwmurray@murraylaw.com
                franklin.robert@dorsey.com
                hwang.thomas@dorsey.com

the Proposed Valuation and Economic Expert may be reached at:

         M. Daniel Close
         EDR VALUATIONS, INC.
         777 S. Hwy 101, Suite 201
         Solana Beach, CA 92075
         Tel: (858) 792-6800
         Fax: (858) 792-6800

                  About Community Towers I

Community Towers I LLC is a real estate investment company.
Community Towers I LLC and various affiliates -- Community Towers
II, LLC, Community Towers III, LLC, Community Towers IV, LLC --
filed a Chapter 11 petition (Bankr. N.D. Calif. Lead Case No.
11-58944) on Sept. 26, 2011, in San Jose, California.  Community
Towers I disclosed $51,939,720 in assets and $39,479,784 in
liabilities as of the Chapter 11 filing.

In March 2013, the Court denied confirmation of the Debtors' Joint
Chapter 11 Plan.  Creditor CIBC Inc., voted against the Joint Plan
and opposed confirmation contending that the Joint Plan: (1)
improperly includes a third party release in violation of Section
524; (2) violates Section 1129(a)(11) because it is not feasible;
and (3) is not fair and equitable to CIBC because the interest
rate proposed to be paid is inadequate to compensate CIBC for the
risk inherent in its loan to Debtors.

The Debtors employed John Walshe Murray, Esq., at Dorsey & Whitney
LLP as counsel, in substitution for Murray & Murray, A
Professional Corporation.


CRISTAL INORGANIC: Moody's Affirms 'Ba3' CFR; Outlook Stable
------------------------------------------------------------
Moody's Investors Service affirmed Cristal Inorganic Chemicals
Ltd.'s Ba3 Corporate Family Rating and raised the rating on its
revolving credit facility to Baa3 from Ba1 and second lien term
loan to Ba3 from B1 due to the decline in senior debt subsequent
to the prepayment of the first lien term loan. The outlook is
stable.

Cristal Inorganic Chemicals Ltd.

Ratings affirmed:

Corporate Family Rating - Ba3

Probability of Default Rating - Ba3-PD

Ratings upgraded:

Revolving Credit Facility due 2014 - Baa3 (LGD2/14%) from Ba1
(LGD2/26%)

Second Lien Term Loan due 2014 - Ba3 (LGD3/43%) from B1
(LGD5/70%)

Ratings withdrawn:

First Lien Term Loan due 2014 - Ba1 (LGD2/26%)

Outlook -- Stable

Ratings Rationale:

CIC's Ba3 Corporate Family Rating reflects the company's position
as the second largest global producer of TiO2, large production
facilities in the US, Europe and Australia, and the growth of its
higher margin non-pigment product lines. CIC's CFR also reflects
the single product nature of the business, significant customer
concentration, narrow financial disclosure (lack of SEC filings)
and industry fundamentals that have improved since the second half
2012. The ratings are limited by the company's business profile
(particularly the narrow product line with a single commodity
product), size and cyclical nature of the TiO2 industry. Moody's
believes that TiO2 prices bottomed out in the first quarter of
2013 and have stabilized modestly above those levels. Furthermore,
Moody's expects limited price improvement in the remainder of 2013
and any near term profit improvement will come from a further
decline in ore prices.

The upgrades in the revolver and second line term loan ratings
were driven by the debt principal repayments and the decrease in
the relative amount of first lien secured debt in the capital
structure. CIC has low third party debt for its rating category
after having completed optional principal prepayments on its first
lien term loan (repaid in full) and second lien term loan. Its
leverage ratio was 1.1x as of March 31, 2013.

CIC will have strong metrics for its rating category. However
before considering an upgrade to the CFR, Moody's would want to
see where the firm's margins stabilize over the next year, and how
the firm will capitalize its business after repaying the current
outstanding debt. The rating could be lowered if EBITDA falls
below $100 million annually, Free Cash Flow to Debt falls below 4%
and leverage increases above 4x on a sustained basis.

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

Cristal Inorganic Chemicals Ltd., headquartered in Hunt Valley,
Maryland, is the world's second largest producer of titanium
dioxide. The company is also a producer TiCl4 and ultrafine TiO2.
Revenues were approximately $1.6 billion for the twelve months
ended March 31, 2013. Cristal is a wholly owned subsidiary of The
National Titanium Dioxide Company Limited, which operates a large,
low-cost, TiO2 facility in Yanbu, Saudi Arabia.


CROSSMARK HOLDINGS: Marketing Werks Purchase No Impact on Ratings
-----------------------------------------------------------------
Moody's Investors Service said that CROSSMARK Holdings, Inc.'s
announcement that it has signed an agreement to acquire Marketing
Werks, Inc. will have no impact on the company's B2 Corporate
Family Rating or stable outlook.

Headquartered in Plano, Texas, CROSSMARK Holdings, Inc. is a sales
and marketing services company in the consumer goods industry that
provides service to manufacturers and retailers. Affiliates of
Warburg Pincus recently made a majority investment in CROSSMARK
via a leveraged buyout transaction.


DC DEVELOPMENT: Can Employ Tranzon Fox as Real Estate Auctioneer
----------------------------------------------------------------
D.C. Development, LLC, et al. sought and obtained approval from
the U.S. Bankruptcy Court for the District of Maryland to employ
Fox & Associates, Inc. t/a Tranzon Fox as real estate auctioneer
for the sale of various parcels of unencumbered real property.

Prior to the Petition Date, the Debtor held title to a substantial
amount of real estate in Garrett County, Maryland.  Throughout the
case, the Debtor has endeavored to sell the real estate for the
benefit of its creditors and estate.

The Debtor still owns these unencumbered parcels of real
property located in McHenry, Maryland: (1) 257.559 acres on
Shingle Camp Road, (2) .15 acres on Hoyes Run Road, (3) Fantasy
Valley Lots 11 and 14, (4) 2.676 acres of open space at Fantasy
Valley, (5) Waters Edge at Wisp Lot 17, and (6) a portion of the
5.1 acres Villages of Wisp lease.

The Debtors closed the sale of substantially all of the assets in
the jointly administered case in December 2012.  DC Development is
presently liquidating its remaining assets to wind down the
bankruptcy case.  The Debtor needs Tranzon to liquidate the
remaining unencumbered real property.  The anticipated proceeds
from the sale will fund distributions to administrative, priority,
and unsecured creditors with allowed claims in the case.

The salient terms of the engagement are:

   1. Commission -- Tranzon will earn a commission of five
percent, which will be added to the high bid as a buyer's premium
and included in the total purchase price to be paid by the buyer.

   2. Cooperation Fee -- Tranzon proposes a one and one-half
percent cooperation fee to agents who represent buyers that
subsequently close on the sale of the Parcels.  Tranzon will pay
this fee from the above proposed commission.

   3. Cancellation -- if the sale is canceled or postponed for any
reason other than the sale of (and closing on) the parcels to
a third party, the Debtor will pay Tranzon a fee or charge of
$2,000, plus actual advertising expenses incurred in connection
with the sale.

   4. Marketing -- upon Court approval of Tranzon's employment,
the Debtor will fund a marketing budget of $14,700, which will be
used by Tranzon solely for the marketing and advertising of the
Parcels for sale.  No fees or commissions will be taken from these
funds.

   5. Timeframe -- upon Court approval of Tranzon's employment,
Tranzon will schedule the sale within a 5-6 week time period.

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

                     About Wisp Resort et al.

Recreational Industries, Inc., D.C. Development, LLC, Wisp Resort
Development, Inc., and The Clubs at Wisp, LLC, operated a ski
resort and real estate development companies located in Garrett
County, Maryland generally known as Wisp Resort.  The Wisp Resort
comprises approximately 2,200 acres of master planned and fully
entitled land, 32 ski trails covering 132 acres of skiable terrain
with 12 lifts and two highly-rated golf courses.

Financial problems were caused by a guarantee given to Branch
Banking & Trust Co. to secure a $29.6 million judgment the bank
obtained on a real estate development within the property.

Recreational Industries, D.C. Development, Wisp Resort Development
and The Clubs at Wisp filed for Chapter 11 bankruptcy (Bankr. D.
Md. Lead Case No. 11-30548) on Oct. 15, 2011, after defaulting on
nearly $30 million in loans from BB&T Corp. to build the golf
course community.  D.C. Development disclosed $91,155,814 in
assets and $46,141,245 in liabilities as of the Chapter 111
filing.

The Debtors engaged James A. Vidmar, Esq. at Logan, Yumkas, Vidmar
& Sweeney LLC as counsel and tapped Invotex Group as financial
restructuring consultant. SSG Capital Advisors, LLC, serves as
exclusive investment banker to the Debtors.  The Official
Committee of Unsecured Creditors has tapped Cole, Schotz, Meisel,
Forman & Leonard, P.A. as counsel.

In December 2012, the Bankruptcy Court approved the sale of the
Wisp resort to EPT Ski Properties, a unit of EPR Properties, for
$23.5 million.  The judge also approved the sale of a golf course
and other land to National Land Partners for $6.1 million.

In January 2013, Bankruptcy Judge Wendelin I. Lipp gave his stamp
of approval on a stipulation and consent order modifying a
previous ruling that allowed D.C. Development to sell a property
in McHenry, Maryland, and disburse sales commission.  MVB Bank and
Logan/Frazee/Yudelevit are counterparties to the stipulation.  DC
Development sold the 181 Kendall Camp Circle property free and
clear of liens, claims, encumbrances and interest, for $485,000.


DETROIT, MI: First Phase of Bankruptcy to End Nov. 8
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Detroit is on a fast track for completion of the
municipal bankruptcy begun last month, as the result of rulings
the bankruptcy judge made at an Aug. 2 hearing.

The report relates that although some unions and workers wanted a
slower schedule, U.S. Bankruptcy Judge Steven W. Rhodes stuck to
his guns and formally imposed an Aug. 18 deadline for filing
objections to the city's eligibility for Chapter 9 municipal
bankruptcy.  The city supports an expedited schedule.

According to the report, investigations and examinations under
oath are to end Oct. 17, followed by the beginning of the
eligibility trial on Oct. 23. Judge Rhodes set aside eight days
for the trial, to end by Nov. 8.  Judge Rhodes also set down a
requirement for Detroit to file a municipal debt-adjustment plan
by March 1.

The judge granted the city's request and directed the U.S. Trustee
to appoint an official retirees' committee within 21 days.  Judge
Rhodes decided the U.S. Trustee should make the initial decision
about putting unions and current workers on the committee. The
city will pay for the committee's professionals.  Judge Rhodes set
down an Aug. 9 deadline for filing comments on appointment of a
mediator and a fee examiner.

The city filed papers on Aug. 2 asking Judge Rhodes to sign an
order allow tax appeals to go forward normally. The city said it
already has power to pay tax refunds under Section 904 of the
Bankruptcy Code even though refunds are pre-bankruptcy claims that
ordinarily aren't paid except through plan.

                      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.


DEX MEDIA: Posts Net Loss of $68 Mil. in Second Quarter
-------------------------------------------------------
Dex Media, Inc. on Aug. 7 reported financial results for the
second quarter and year to date ending June 30, 2013.  Dex Media
was formed through the merger of Dex One Corporation and
SuperMedia, Inc., completed on April 30, 2013.

For the second quarter of 2013, the Company reported net loss of
$68 million on operating revenues of $345 million.

For year to date ending June 30, 2013, the Company reported net
loss of $127 million on operating revenues of $633 million.

Pro forma free cash flow, a non-GAAP measure, was $176 million for
the six months ended June 30.  These results are net of $20
million integration costs and $30 million of merger transaction
costs.  Dex Media and its predecessor companies have repaid $209
million of debt year to date through the second quarter.  The
company had a cash balance of $244 million as of June 30.

On April 30, 2013, the merger of Dex One and SuperMedia was
consummated, with 100% of the equity of SuperMedia being exchanged
for equity in Dex Media.

A copy of Dex Media's earnings release for the second quarter and
year to date ending June 30, 2013 is available for free at:

                       http://is.gd/wXOYzJ

                       About Dex Media Inc.

Dex Media, Inc., a wholly-owned subsidiary of R.H. Donnelley
Corporation, is the exclusive publisher of the "official" yellow
pages and white pages directories for Qwest Corporation, the local
exchange carrier of Qwest Communications International Inc., in
Colorado, Iowa, Minnesota, Nebraska, New Mexico, North Dakota and
South Dakota (collectively, the "Dex East States") and Arizona,
Idaho, Montana, Oregon, Utah, Washington and Wyoming
(collectively, the "Dex West States").  The Company is the
indirect parent of Dex Media East LLC and Dex Media West LLC.  Dex
Media East operates the directory business in the Dex East States
and Dex Media West operates the directory business in the Dex West
States.

R.H. Donnelley Corp. and 19 of its affiliates, including Dex Media
East LLC, Dex Media West LLC and Dex Media Inc., filed for Chapter
11 protection on May 28, 2009 (Bank. D. Del. Case No. 09-11833
through 09-11852), after missing a $55 million interest payment on
its senior unsecured notes due April 15.  James F. Conlan, Esq.,
Larry J. Nyhan, Esq., Jeffrey C. Steen, Esq., Jeffrey E. Bjork,
Esq., and Peter K. Booth, Esq., at Sidley Austin LLP, in Chicago,
Illinois represent the Debtors in their restructuring efforts.
Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young,
Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware, serve as
the Debtors' local counsel.  The Debtors' financial advisor is
Deloitte Financial Advisory Services LLP while its investment
banker is Lazard Freres & Co. LLC.  The Garden City Group, Inc.,
is claims and noticing agent.

Bankruptcy Creditors' Service, Inc., publishes R.H. Donnelley
Bankruptcy News.  The newsletter tracks the Chapter 11 proceedings
of R.H. Donnelley Corp. and its debtor-affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


DIGITAL ANGEL: PositiveID Held 13% Equity Stake at July 11
----------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, PositiveID Corporation disclosed that as of July 11,
2013, it beneficially owned 1,199,540 shares of common stock of
Digital Angel Corporation representing 13 percent of the shares
outstanding.  A copy of the regulatory filing is available at:

                        http://is.gd/IeZpvA

                        About Digital Angel

Headquartered in New London, Connecticut, Digital Angel
Corporation has two business segments, Digital Games and Signature
Communications.  Digital Games designs, develops and plans to
publish consumer applications and mobile games for tablets,
smartphones and other mobile devices.  Signature Communications is
a distributor of two-way communications equipment in the U.K.
Products offered range from conventional radio systems used by the
majority of SigComm's customers, for example, for safety and
security uses and construction and manufacturing site monitoring,
to trunked radio systems for large scale users, such as local
authorities and public utilities.

Digital Angel reported a net loss of $6.38 million on $0 of
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $10.33 million on $0 of revenue during the prior year.  As
of March 31, 2013, the Company had $1.85 million in total
assets, $3.89 million in total liabilities and a $2.04 million
total stockholders' deficit.

EisnerAmper 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 net losses, and at Dec. 31,
2012, had negative working capital and a stockholders' deficit.
These events and conditions raise substantial doubt about the
Company's ability to continue as a going concern.


DLUBAK CORP: Files for Chapter 11 Bankruptcy in Pennsylvania
------------------------------------------------------------
Glass Magazine reports that Dlubak Corp., a supplier of security
glass, and architectural flat and bent glass laminates, filed for
Chapter 11 bankruptcy on Aug. 7 with the U.S. Bankruptcy Court for
the Western District of Pennsylvania, listing more than 220
creditors in the initial filing.  Dlubak listed its assets and
estimated liabilities as between $1 million to $10 million.
According to Glass Magazine, the next hearings in the case to
include submission of balance sheets, cash flow statement, and
statement of operations, are scheduled to take place Aug. 21.


DRYSHIPS INC: Posts Net Loss of $18.2 Mil. in Second Quarter
------------------------------------------------------------
DryShips Inc., and through its majority owned subsidiary, Ocean
Rig UDW Inc., or Ocean Rig, of offshore deepwater drilling
services, on Aug. 7 reported unaudited financial and operating
results for the second quarter ended June 30, 2013.

Second Quarter 2013 Financial Highlights

        -- For the second quarter of 2013, the Company reported a
net loss of $18.2 million, or $0.05 basic and diluted loss per
share.

        -- The Company reported Adjusted EBITDA of $112.3 million
for the second quarter of 2013, as compared to $140.2 million for
the second quarter of 2012.

Recent Events

        -- On August 1, 2013, the Company entered into two
supplemental agreements related to two bank loans dated October 5,
2007 and March 13, 2008, respectively, to amend certain terms and
cure a shortfall in the security cover ratio, and pledged an
aggregate of 5,450,000 of its shares of Ocean Rig as additional
security under the loans.

        -- On July 30, 2013, Ocean Rig signed definitive
documentation with Total E&P Congo, following the previously
announced Letter of Award, for its ultra deepwater drillship Ocean
Rig Apollo.  The contract is for a three-year drilling campaign
offshore West Africa, with an estimated backlog of approximately
$677 million, and is expected to commence in the first quarter of
2015.

        -- On July 19, 2013, Ocean Rig received a Letter of Award
for its ultra deepwater drillship Ocean Rig Skyros from a major
oil company.  The Letter of Award is for a six-year contract for
drilling offshore West Africa, with an estimated backlog of
approximately $1.3 billion.  The contract is expected to commence
in direct continuation of the previous contract for the Ocean Rig
Skyros with Total E&P Angola before the first quarter of 2015.

        -- In July 2013, Ocean Rig entered into a $1.9 billion
senior secured term loan facility, comprised of tranche B-1 term
loans in an aggregate principal amount equal to $1,075.0 million
and tranche B-2 term loans in an aggregate principal amount equal
to $825.0 million, with respective maturity dates in the first
quarter of 2021 and the third quarter of 2016.

        -- On July 10, 2013, Ocean Rig entered into a drilling
contract with Total E&P Angola for a five-well program or a
minimum of 275 days for its ultra deepwater drillship Ocean Rig
Skyros for drilling offshore West Africa, with an estimated
backlog of approximately $190 million.  The Ocean Rig Skyros is
expected to commence this contract upon delivery from the shipyard
in November 2013.

        -- On May 23, 2013 and June 18, 2013, the Company took
delivery of its two VLOCs under construction in China and drew
down the maximum amount available under the secured term loan
facility with China Development Bank.

George Economou, Chairman and Chief Executive Officer of the
Company, commented:

"We continue to be defensive about the short-term prospects of the
shipping markets.  Asset prices seem to be holding up but we do
not expect any positive development in drybulk and tanker charter
rates this year.  As a result we have focused this year on
reducing our breakeven levels.  We lowered our newbuilding capital
expenditures significantly and are now focusing on other areas.

As part of this effort, during the second quarter of 2013, we
accelerated our discussions with our lenders to lower our debt
service requirements.  So far, we concluded an agreement with a
lender to, among other things, defer certain principal
installments until maturity.  As part of this transaction, we
provided a pledge of Ocean Rig shares, underlining our commitment
to reach viable solutions with our lenders.

We are cautiously optimistic expecting a sustainable recovery in
2014 and beyond and believe DryShips is well positioned to take
advantage of the ensuing recovery in charter rates in the drybulk
and tanker sectors.

In terms of our shareholding in Ocean Rig UDW Inc., we are pleased
with Ocean Rig's solid results for the quarter.  In addition,
Ocean Rig's consummation of the $1.9 billion term loan transaction
was vital, not only in terms of the net cash flow it will
generate, but also in terms of the additional financial
flexibility for Ocean Rig that it will provide.  As the largest
shareholder in Ocean Rig, we believe it is optimally positioned in
the ultra-deepwater drilling market and we continue to be positive
about the prospects for Ocean Rig, whose contract backlog
currently stands at approximately $6.0 billion."

Financial Review: 2013 Second Quarter The Company recorded a net
loss of $18.2 million, or $0.05 basic and diluted loss per share,
for the three-month periods ended June 30, 2013 and 2012,
respectively.  Adjusted EBITDA was $112.3 million for the second
quarter of 2013, as compared to $140.2 million for the same period
in 2012.

For the drybulk carrier segment, net voyage revenues (voyage
revenues minus voyage expenses) amounted to $42.4 million for the
three-month period ended June 30, 2013, as compared to $58.6
million for the three-month period ended June 30, 2012.  For the
tanker segment, net voyage revenues amounted to $9.1 million for
the three-month period ended June 30, 2013, as compared to $8.5
million for the same period in 2012.  For the offshore drilling
segment, revenues from drilling contracts decreased by $3.7
million to $259.8 million for the three-month period ended June
30, 2013, as compared to $263.5 million for the same period in
2012.

Total vessels', drilling rigs' and drillships' operating expenses
and total depreciation and amortization decreased to $142.5
million and increased to $85.8 million, respectively, for the
three-month period ended June 30, 2013, from $167.3 million and
$84.1 million, respectively, for the three-month period ended
March 31, 2012.  Total general and administrative expenses
remained approximately the same at $37.2 million in the second
quarters of 2013 and 2012, respectively.

Interest and finance costs, net of interest income, amounted to
$56.0 million for the three-month period ended June 30, 2013,
compared to $49.8 million for the three-month period ended June
30, 2012.

                   Settlement with Cairn Energy

In July 2013, Ocean Rig reached an out of court settlement with
Cairn Energy to receive compensation amounting to $5.0 million
against an outstanding receivable of $11.0 million.  As a result,
during the second quarter of 2013, Ocean Rig wrote off $6.0
million.  This agreement is subject to definitive documentation.

                       About DryShips Inc.

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

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

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

                       Going Concern Doubt

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

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


EASTMAN KODAK: Iowa Revenue Dep't., et al. Oppose Chapter 11 Plan
-----------------------------------------------------------------
The Iowa Department of Revenue is opposing the confirmation of the
Chapter 11 reorganization plan proposed by Eastman Kodak Co. to
get out of bankruptcy protection.

The agency questioned a provision of the proposed plan, which
allows Kodak to choose between paying priority claims in full on
the effective date of the plan, and paying the claims through
deferred cash payments.

The Iowa Revenue Department said it violates a provision of the
Bankruptcy Code, which requires that priority claims be paid in
full on the effective date or over five years from a company's
bankruptcy filing with interest at the statutory rate.

"To the extent that the debtors elect to pay priority claims
through deferred payments, the plan is deficient," the agency said
in an August 7 filing.

The Iowa Revenue Department asserts a $19,876 tax claim against
Kodak, and a $35,782 tax claim against its subsidiary Qualex Inc.
The agency's claim against Kodak is entitled to priority,
according to the court filing.

The objection is just one of more than 40 objections filed this
week in U.S. Bankruptcy Court in Manhattan, most of which were
filed by Kodak shareholders.

Most of the objections to the plan revolved around the issue of
alleged insider trading involving Kodak creditors that agreed to
backstop the $406 million rights offering, and the "inaccurate"
valuation analysis and liquidation analysis prepared by Lazard
Freres & Co. LLC and AP Services LLC, respectively.

Kodak's plan calls for a $406 million rights offering under which
it will issue up to 34 million common shares or 85% of the equity
in the reorganized company.  Creditors that agreed to backstop the
offering are GSO Capital Partners, BlueMountain Capital, George
Karfunkel, United Equities Group and Contrarian Capital.

Kodak had said its shareholders will get nothing and their stock
will be canceled when it emerges from bankruptcy protection.

U.S. Bankruptcy Judge Allan Gropper is slated to hold a hearing on
August 20 to consider approval of Kodak's restructuring plan.

The Iowa Department of Revenue is represented by:

         John Waters
         Collections Section
         Department of Revenue
         P.O. Box 10457
         Des Moines, Iowa 50306
         Phone: (515) 281-6427
         Fax: (515) 281-0763
         E-mail: IDRFBankruptcy@iowa.gov.

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: Spectra Signs Deal to Protect Ownership Rights
-------------------------------------------------------------
Eastman Kodak Co. signed a stipulation to protect Spectra Logic
Corp.'s rights under a 2011 service agreement.

The service agreement dated Nov. 29, 2011, is one of the contracts
that Kodak has proposed to assume and assign to its U.K. pension
fund as part of the sale of its personalized imaging and document
imaging businesses to the pension fund.

Under the stipulation, all equipment owned by Spectra and held by
Kodak will be transferred to the pension fund subject in all
respects to the service agreement.

The assumption and assignment of the service agreement will
include the pension fund's assumption of all obligations of Kodak
to Spectra arising from future services that were prepaid by the
computer data storage company, according to the stipulation.  The
stipulation can be accessed for free at http://is.gd/agTU9F

Spectra Logic Corp. is represented by:

     Eric E. Johnson, Esq.
     Sherman & Howard L.L.C.
     633 17th Street, Suite 3000
     Denver, Colorado 80202
     Tel: (303) 299-8376
     Fax: (303) 298-0940
     Email: ejohnson@shermanhoward.com

          -- and --

     Michelle McMahon
     Bryan Cave LLP
     1290 Avenue of the Americas
     New York, New York 10104-3300
     Tel: (212) 541-2000
     Fax: (212) 541-4630
     Email: michelle.mcmahon@bryancave.com

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: Proposes to Assume Over 6,000 Contracts
------------------------------------------------------
Eastman Kodak Co. proposed to take over more than 6,000 contracts
as part of its Chapter 11 reorganization plan.  The company
proposed to pay a total of $993,797 to cure the defaults under the
contracts.  A list of the contracts is available for free at
http://is.gd/lYgagE

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: Posts $157-Mil. Loss in Second Quarter
-----------------------------------------------------
Eastman Kodak Company on Aug. 7 reported a $157 million loss from
continuing operations before provision for income taxes in the
second quarter, a 49% improvement from the $306 million loss
reported in the prior-year quarter.  The loss from continuing
operations in the quarter was $208 million, compared to $297
million in the prior-year quarter.  The current quarter loss
includes $101 million in restructuring and reorganization costs
and a $51 million provision for income taxes, attributable in part
to the establishment of a deferred tax asset valuation allowance
outside the U.S.

These results reflect separation of the Personalized Imaging and
Document Imaging businesses, which are being spun off to Kodak
Pension Plan, the pension plan for U.K. employees, and the
discontinuation of certain consumer businesses, including Kodak
Gallery and digital cameras.  With discontinued operations
included, the consolidated net loss for the quarter was $224
million.

Both of the company's continuing reportable segments maintained
their year-to-date momentum, recording improvements in the second
quarter.  Graphics, Entertainment and Commercial Films (GECF)
reported a $5 million segment loss, compared to a $26 million loss
in the prior-year quarter.  Digital Printing and Enterprise (DPE)
reported a $13 million segment loss compared to a $61 million loss
in the second quarter of 2012.

"In this quarter we continued our progress in recreating Kodak as
a technology company focused on imaging for business, and serving
customers worldwide with breakthrough solutions and enterprise
services," said Antonio M. Perez, Chairman and Chief Executive
Officer.  "At the same time, we moved forward significantly with
our restructuring, and we remain on track to emerge in the third
quarter."

Sales for the continuing operations in the second quarter were
$583 million, compared to $699 million in the prior-year quarter,
a decline of 17%.  GECF had sales of $371 million, a decline of
17%, reflecting volume declines in Entertainment Imaging and
Commercial Films, as well as lower sales for digital plates as the
business focused on profitable accounts.  DPE had a revenue
decline of 11% from the prior-year quarter, primarily attributable
to discontinuance of consumer inkjet printer production and lower
sales of ink for the installed base of consumer inkjet printers.
Partially offsetting these declines was an increase in sales
within the commercial inkjet printing business.

As a result of the company's focus on profitability, the gross
profit margin in the quarter from continuing operations improved
to 23%, an improvement of more than nine percentage points
compared to the same period in the previous year.  The company
also noted that it remained on track through the first half with
its Adjusted EBITDA and cash goals.

"Our team is committed to continuing the improvement required to
emerge in the coming weeks as a profitable and sustainable
company," Mr. Perez said.  "Everyone at Kodak is focused on
achieving our EBITDA and cash goals for 2013 and on emerging from
Chapter 11 as a company that -- having removed excess legacy costs
and infrastructure and exited non-core businesses -- is leaner,
financially stronger, and poised for growth with a great portfolio
of businesses in commercial imaging."

                        About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: Extends New Environmental Cleanup Proposal to NY
---------------------------------------------------------------
Law360 reported that Eastman Kodak Co. on August 6 agreed to
address the demands of the New York Department of Environmental
Conservation in an amended settlement agreement proposed in
bankruptcy court, shouldering liability for the costs of
environmental damage related to an $8.5 million industrial complex
it is selling.

According to the report, the new settlement proposal creates an
expense-sharing mechanism between Kodak and the state if the
industrial complex costs more than $49 million in environmental
cleanup.

                       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.


EGNATIA LLC: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Egnatia, LLC
        59 Harmon Street
        Lincoln Park, NJ 07035

Bankruptcy Case No.: 13-43633

Chapter 11 Petition Date: August 5, 2013

Court: U.S. Bankruptcy Court
       Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Joseph F. Postnikoff, Esq.
                  GOODRICH POSTNIKOFF & ASSOCIATES, LLP
                  777 Main Street, Suite 1360
                  Ft. Worth, TX 76102
                  Tel: (817) 347-5261
                  Fax: (817) 335-9411
                  E-mail: jpostnikoff@gpalaw.com

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

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

A copy of the Company's list of its 16 largest unsecured creditors
is available for free at http://bankrupt.com/misc/txnb13-43633.pdf

The petition was signed by Sal Musa, managing member.


EPICEPT CORP: Incurs $1.7 Million Net Loss in Second Quarter
------------------------------------------------------------
EpiCept Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.68 million on $99,000 of total revenue for the three months
ended June 30, 2013, as compared with net income of $2.95 million
on $6.60 million of total revenue for the same period during the
prior year.

For the six months ended June 30, 2013, the Company incurred a net
loss of $2.78 million on $475,000 of total revenue, as compared
with a net loss of $569,000 on $6.84 million of total revenue for
the same period a year ago.

The Company incurred a loss attributable to common stockholders of
$6.12 million on $7.80 million of total revenue for the year ended
Dec. 31, 2012, as compared with a loss attributable to common
stockholders of $15.65 million on $944,000 of total revenue during
the prior year.

As of June 30, 2013, the Company had $960,000 in total assets,
$17.14 million in total liabilities and a $16.18 million total
stockholders' deficit.

"The Company has devoted substantially all of its cash resources
to research and development programs and general and
administrative expenses, and to date it has not generated any
significant revenues from the sale of products.  Since inception,
the Company has incurred significant net losses each year.  As a
result, the Company has an accumulated deficit of $271.6 million
as of June 30, 2013.  The Company's recurring losses from
operations and the accumulated deficit raise substantial doubt
about its ability to continue as a going concern," the Company
said in the regulatory filing.

As previously reported, Deloitte & Touche LLP, in Parsippany, New
Jersey, issued a "going concern" qualification on the consolidated
financial statements for the year ended Dec. 31, 2012, citing
recurring losses from operations and stockholders' deficit which
raise substantial doubt about the Company's ability to continue as
a going concern.

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

                        http://is.gd/hDUGQT

                      About EpiCept Corporation

Tarrytown, N.Y.-based EpiCept Corporation (Nasdaq and Nasdaq OMX
Stockholm Exchange: EPCT) -- http://www.epicept.com/-- is focused
on the development and commercialization of pharmaceutical
products for the treatment of cancer and pain.  The Company's lead
product is Ceplene(R), approved in the European Union for the
remission maintenance and prevention of relapse in adult patients
with Acute Myeloid Leukemia (AML) in first remission.  In the
United States, a pivotal trial is scheduled to commence in 2011.
The Company has two other oncology drug candidates currently in
clinical development that were discovered using in-house
technology and have been shown to act as vascular disruption
agents in a variety of solid tumors.  The Company's pain portfolio
includes EpiCept(TM) NP-1, a prescription topical analgesic cream
in late-stage clinical development designed to provide effective
long-term relief of pain associated with peripheral neuropathies.


EVANS & SUTHERLAND: Incurs $425,000 Net Loss in Second Quarter
--------------------------------------------------------------
Evans & Sutherland Computer Corporation filed with the U.S.
Securities and Exchange Commission its quarterly report on Form
10-Q disclosing a net loss of $425,000 on $5.21 million of sales
for the three months ended June 28, 2013, as compared with a net
loss of $1.48 million on $4.74 million of sales for the three
months ended June 29, 2012.

For the six months ended June 28, 2013, the Company incurred a net
loss of $1.78 million on $9.91 million of sales, as compared with
a net loss of $1.12 million on $12.56 million of sales for the six
months ended June 29, 2012.

As of June 28, 2013, the Company had $23.48 million in total
assets, $49.54 million in total liabilities and a $26.06 million
total stockholders' deficit.

                         Pension obligation

The Company believes it will not be able to satisfy the total
obligation of a defined benefit pension plan sponsored by the
Company and is seeking to negotiate a settlement of those
liabilities through an application process for a distress
termination of the pension plan in accordance with provisions of
ERISA.  The amount of the unfunded pension obligation as reported
on the balance sheet totaled $28,087 as of June 28, 2013.
Payments related to the obligation totaling approximately $1,410
became past due as of July 15, 2013.  As a result, a lien in favor
of the pension plan has arisen against the assets of the Company
to secure the $1,410 amount past due. The Company believes that
the lien on its assets will not have a significant adverse effect
on its existing contractual agreements.  The Company also believes
that the current revenue backlog and liquid resources are
sufficient to satisfy the obligation secured by the PBGC lien and
sustain operations through at least June 2014; however, it
believes that by not paying the pension contributions, it is
preserving liquid resources to continue operating beyond June
2014.

"A reasonable settlement of our pension liabilities is critical to
ensure we have adequate liquidity and capital resources to operate
for the long term.  We believe our distress termination
application is meritorious and that it will lead to a reasonable
settlement of our pension liabilities resulting in adequate
liquidity and capital resources to operate for the long term.
However, there can be no assurance that the Company will be
successful in these efforts."

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

                        http://is.gd/MWgUT8

                      About Evans & Sutherland

Salt Lake City, Utah-based Evans & Sutherland Computer Corporation
in conjunction with its wholly owned subsidiary, Spitz Inc.,
creates innovative digital planetarium systems and cutting-edge,
fulldome show content.  E&S has developed Digistar 5, the world's
leading digital planetarium with fulldome video playback, real-
time computer graphics, and a complete 3D digital astronomy
package fully integrated into a single theater system.  This
technology allows audiences to be immersed in full-color, 3D
computer-generated interactive worlds.  As a full-service system
provider, E&S also offers Spitz domes, hybrid planetarium systems
integrated with Digistar and a full range of theater systems from
audio and lighting to theater automation.  E&S markets include
planetariums, science centers, themed attraction venues, and
premium large-format theaters.  E&S products have been installed
in over 1,300 theaters worldwide.


EXIM BRICKELL: Files for Chapter 7 Protection
---------------------------------------------
Law360 reported that Exim Brickell LLC on August 3 filed for
Chapter 7 protection after being done in by court judgments
against it over shipments of powdered milk from China that were
contaminated with melamine.

In its bankruptcy petition, Exim Brickell listed office furniture
worth about $300 as its only assets and $204 million in
liabilities, including a $75 million claim held by Venezuelan
company Bariven SA, which sued the company for damages because of
the tainted Chinese milk scandal that erupted in September 2008,
according to the report.


FAIRMOUNT MINERALS: S&P Rates $1.28BB Loans BB- & Affirms BB- CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'BB-'
corporate credit rating on Ohio-based industrial sand producer
Fairmount Minerals Ltd.  The outlook is stable.

"At the same time, we assigned 'BB-' issue-level ratings to the
company's proposed $1.285 billion senior secured credit
facilities, consisting of a proposed $75 million revolving credit
facility due 2018, a proposed $250 million term loan B-1 due 2017,
and a proposed $960 million term loan B-2 due 2019.  The recovery
rating on these facilities is '3', which indicates our expectation
for "meaningful" (50% to 70%) recovery in the event of default,"
S&P said.

Fairmount intends to acquire the industrial sands business of
fracking services provider FTS International LLC and will enter
into an agreement to supply fracking sands to FTS.  The terms of
the transaction and supply agreement are not public. In connection
with this acquisition, Fairmount intends to obtain a $250 million
term loan B-1 due 2017 and a $960 million term loan B-2 due 2019.

Proceeds will be used to fund the acquisition, repay existing
debt, and for general corporate purposes.

"The stable outlook reflects our view that the proposed
acquisition will solidify Fairmount's position as a market leader
and that the proposed capital structure will allow the company to
withstand periods of volatility while maintaining leverage at less
than 4x. Fairmount's strong liquidity also provides support to the
rating," said Standard & Poor's credit analyst Megan Johnston.

"We would lower our rating if leverage exceeded 5x. While demand
and prices for industrial sands could weaken somewhat in the near
term, we do not expect a sharp drop over the next 12 months.
Therefore, the most likely downside scenario would involve an
unexpected shift in financial policy such as a large debt-financed
dividend. We do not expect this to occur over the next year," S&P
said.

"We are unlikely to raise our rating over the next 12 months. To
take a more favorable view of the business risk, we would likely
need to see considerable industry consolidation and demonstrated
sales and price stability over time," S&P said.

"To take a more favorable view of financial risk, we would likely
need to see leverage stay at less than 4x and a meaningful
reduction in the financial sponsor's ownership and control of the
company," S&P said.


FILLPOINT LLC: Video Game Distributor to Seek Plan Approval
-----------------------------------------------------------
According to Bloomberg's BusinessWeek, Fillpoint LLC, a Malta
video game distribution company that tried unsuccessfully to
expand into game development, will return to the U.S. Bankruptcy
Court in Albany later this month to seek approval of its plan to
exit Chapter 11 bankruptcy protection.

The report relates Fillpoint has already sold nearly $4 million in
assets and inventory to repay creditors.  Under the plan,
Fillpoint President Glen Rockwood is paying $315,000 to creditors
as part of a final settlement. Creditors will also be allowed to
collect on $40,000 due the company from Microsoft and another
$45,000 court judgment against a company called The Price Pros.
Mr. Rockwood would retain 100 percent of the company, plus the
building that Fillpoint owns on Route 9 in Malta, which includes
warehouse space.

According to the report, the building will be Fillpoint's main
asset when it exits bankruptcy protection. General Electric
Capital Corp. and the U.S. Small Business Administration hold
mortgages on the property. The building isn't far from the Luther
Forest Technology Campus where GlobalFoundries operates its Fab 8
computer chip factory.

The report notes Fillpoint had previously tried to sell the
building for $3.5 million.  The mortgages by GE and the SBA total
about $2.3 million.

Fillpoint, LLC, based in Mechanicville, New York, filed for
Chapter 11 bankruptcy (Bankr. N.D.N.Y. Case No. 12-12129) in
Albany on Aug. 14, 2012.  Peter A. Pastore, Esq. --
pastorepa@mltw.com -- at McNamee, Lochner, Titus & Williams, PC.
In its petition, the Debtor estimated under $10 million in assets
and under $50 million in debts.  The petition was signed by Glenn
C. Rockwood, president.


FORESIGHT ENERGY: S&P Rates $1.1 Million Loans 'B+'
---------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on St. Louis-based Foresight Energy LLC to stable from
positive and affirmed the 'B' corporate credit rating on the
company.  At the same time, S&P assigned its 'B+' issue-level
rating (one notch higher than the corporate credit rating) to the
company's proposed $500 million senior secured revolving credit
facility and $600 million term loan B.  S&P recovery rating on the
secured bank facilities is '2', indicating its expectation of
substantial (70%-90%) recovery in the event of a payment default.

S&P is also lowering our issue-level ratings on the company's
unsecured debt to 'CCC+' (two notches below the corporate credit
ratings) from B and revising the recovery rating to '6',
indicating its expectation of negligible (0%-10%) recovery in the
event of a payment default, from 4. The unsecured ratings take
into consideration its understanding that the company is planning
to issue $500 million of senior unsecured notes.

The company has indicated that it will use the proceeds of the
contemplated transactions to fund the tender of its existing
senior unsecured notes, to repay $156 million of certain longwall
financing arrangements, and to make a $275 million dividend to its
owners.

"The stable outlook reflects its view that Foresight's financial
policies and ownership structure, despite improved operating
performance, will constrain the ratings," said Standard & Poor's
credit analyst Marie Shmaruk.

S&P could raise the ratings if the company is committed to
maintaining leverage less than 4x and FFO to total debt greater
than 20%, which it do not anticipate.

S&P could lower the ratings if coal markets deteriorate, causing
the company to have difficulty in finding customers for its coal
and average prices to drop to less than $40 per ton, which could
inhibit cash flow and lead to tighter liquidity.  S&P could also
lower the ratings if an operating disruption caused weaker
financial performance and higher debt levels.


FORESIGHT ENERGY: Moody's Rates New Loans Ba3 & New Notes Caa1
--------------------------------------------------------------
Moody's assigned ratings to new debt of Foresight Energy LLC,
including Ba3 rating to the new secured term loan and revolver and
Caa1 rating to new unsecured notes. Moody's changed Foresight's
Speculative Grade Liquidity (SGL) rating from SGL-3 to SGL-2.
Moody's also affirmed all existing ratings, including corporate
family rating of B2 and probability of default rating of B2-PD.
The outlook is stable.

The company announced a new financing of $600 million in Secured
Term Loan B, maturing in 2020 and $500 million in new Senior
Unsecured Notes, maturing in 2021. The proceeds will be used to
tender for the existing $600 million Senior Unsecured Notes, repay
existing equipment financing debt of approximately $160 million,
and pay a dividend to owners in the amount of $275 million.
Foresight also intends to amend and extend the Senior Secured
Revolving Credit Facility. As amended, the facility will have a
limit of $500 million and will expire in August 2018. The
currently outstanding balance of $261 million will remain under
the amended facility.

Ratings Rationale:

The B2 corporate family rating is driven by Moody's expectation
that Debt/ EBITDA, as adjusted, would be maintained at
approximately 4.0x subsequent to the debt issuance.

While Moody's acknowledges the financially aggressive nature of
the transaction, with the large portion of the proceeds used to
pay out dividend, the ratings reflect the company's position as
one of the lowest cost producers in the region, ample reserves,
multiple transportation options, access to export markets, stable
domestic customer base of large scrubbed coal plants, and
attractive contracted position through the end of 2015.

Moody's also acknowledges the effective execution of the company's
growth plans, with start-up of Sugar Camp and Hillsboro long walls
in 2012, and second panels expected to come on-line over the next
several months. Moody's expects the company's production to be
roughly 19 million tons in 2013, and to exceed 20 million tons
thereafter. The ratings reflect Moody's expectation that the
company's capital expenditure needs will decline substantially
after 2013 and will average roughly $70 million per year, giving
the company substantial free cash flows, some of which would be
directed towards prepaying debt.

The ratings also reflect the company's geographical and
operational concentration as an Illinois Basin producer with four
underground mines.

The ratings on the debt instruments reflect their relative
position in the company's capital structure, with relatively large
amount of secured debt collateralized by substantially all assets
of the company.

SGL-2 rating reflects Moody's expectation that the company will
have sufficient liquidity to cover its cash needs over the next
twelve months. Subsequent to the transaction, Moody's expects the
company to have roughly $240 million available under their
revolving credit facility and it expects them to be in compliance
with financial covenants under the secured credit facility,
including maximum secured leverage and minimum interest coverage
ratios.

While the upgrade is unlikely in the near term, the ratings could
be upgraded if Debt/ EBITDA, as adjusted by Moody's, is expected
to be sustainable below 3.0x.

The ratings could be downgraded if Debt/ EBITDA is expected to
exceed 5.0x, if (CFO -- Dividend)/ Debt is expected to decline
below 7%, if the company undertakes additional significant
shareholder-friendly activities, or if the company's liquidity
position deteriorates.

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

Foresight Energy, LLC is a growing thermal coal producer operating
in the Illinois Basin. Currently, the company has four operating
mining complexes and over 3 billion tons of coal reserves. In
2012, Foresight produced approximately 17 million tons of coal and
generated total revenues of $846 million.


FLUX POWER: Salary of Interim CEO Hiked to $11,333 Per Month
------------------------------------------------------------
Ron Dutt, the Company's chief financial officer, was appointed and
assumed the additional role of interim chief executive officer of
the Company.  Related to this added responsibility, effective
July 26, 2013, the Board has authorized an increase in his salary
from $2,776 to $11,333 per month, reflecting 80 percent
restoration of the salary identified in his employment agreement
dated Dec. 7, 2012.  Additionally, Mr. Dutt was granted 1,750,000
non-qualified stock options at an exercise price equal to $0.10,
the fair market value of the Company's common stock on July 30,
2013, with a vesting schedule of 50 percent immediately and 50
percent quarterly over the next four years, pursuant to the terms
of the Company's form of Non-Qualified Option Agreement.  All
other terms of Mr. Dutt's employment agreement, dated Dec. 11,
2012, remains unchanged.

                          About Flux Power

Escondido, California-based Flux Power Holdings, Inc., designs,
develops and sells rechargeable advanced energy storage systems.

The Company reported a net loss of $231,000 on $700,000 of net
revenue for the nine months ended March 31, 2013, compared with a
net loss of $1.1 million on $3.0 million of revenue for the nine
months ended March 31, 2012.  The Company's balance sheet at
March 31, 2013, showed $2.5 million in total assets, $4.7 million
in total liabilities, and a stockholders' deficit of $2.1 million.

According to the quarterly report for the period ended March 31,
2013, there are certain conditions which raise substantial doubt
about the Company's ability to continue as a going concern.  "We
have a history of losses and have experienced a lack of revenue
due to the time to launch the Company's revised business strategy.
Our operations have primarily been funded by the issuance of
common stock.  Our continued operations are dependent on our
ability to complete equity financings, increase credit lines, or
generate profitable operations in the future.


FRIENDSHIP DAIRIES: Agstar Objects to 2nd Amended Chapter 11 Plan
-----------------------------------------------------------------
AgStar Financial Service, FLCA, as loan servicer and attorney-in-
fact for McFinney Agri-Finance, LLC, objects to the Second Amended
Plan of Reorganization of Friendship Dairies dated July 2, 2013.

According to papers filed with the Court on July 30, AgStar
believes that the Debtor cannot make the payments due under the
Plan, and this will lead to a loss to AgStar in light of the thin
equity cushion.  Therefore, AgStar requests that Friendship
surrender the Collateral to AgStar to avoid a loss to AgStar.  ?If
Friendship will not surrender the Collateral, AgStar requests that
its pending motion for relief from stay be granted.?

AgStar said that if it is unable to obtain its Collateral to avoid
unnecessary risk of loss, in the alternative AgStar's objections
to the Plan with respect to the Debtor's treatment of its Claim
are, among others:

  1. The proposed interest rate (5%) is unreasonably low;

  2. AgStar is entitled to the SWAP Fee pursuant to the SWAP Fee
Clause.

  3. AgStar should not be required to wait 15 years without
interest for the payment for its attorneys' fees.

  4. In light of the unpaid balance of the Note, the proposed
monthly principal payments of $112,170.28 and accrued interest
will not retire the Note in a reasonably timely manner, and the
balloon payment due on Oct. 1, 2028, would be too large to carry
at the interest rate the Debtor proposes.

  5. It is not reasonable or customary to require AgStar to accept
Plan payments through June 1, 2029.

  6. There is no basis to replace the Note and Deed of Trust with
alternative loan documents written by the Debtor which omit
necessary and customary covenants for dairy facility loans.

  7. If the Note is modified, as the Debtors propose, the Plan
should provide that the Debtor shall obtain a title policy or
endorsement for the benefit of AgStar from a reputable title
insurance company at the Debtor's expense insuring AgStar's
ongoing first lien after Deed of Trust modification.

  8. The Debtor cannot and will not make the payments or be able
to comply with the Plan after the short term.

  9. With respect to AgStar's secured claim, AgStar has not
accepted the Plan, and the Plan does not provide that AgStar shall
retain its lien securing its claim and the value, as of the
effective date of the Plan, of the property to be distributed by
the Debtor under the plan on account of AgStar's claim is not less
than the allowed amount of such claim.

  10. The Plan is not proposed in good faith.

A copy of AgStar's objection to the Second Amended Plan is
available at http://bankrupt.com/misc/friendshipdairies.doc540.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.


GETTY PETROLEUM: Lukoil Settlement Impacts Getty Realty's Results
-----------------------------------------------------------------
Getty Realty Corp. on Aug. 7 reported preliminary financial
results for the quarter ended June 30, 2013.

David B. Driscoll, the Company's President and CEO stated, "This
quarter marked some notable milestones as we move towards
executing the final pieces of the Marketing transition.  In
particular, there has been notable progress on asset sales
especially with respect to our terminals and, after the end of the
second quarter, the sale of one of our Manhattan locations for
more than $20 million.  We also have invested significant time and
resources in the Lukoil litigation which, as previously disclosed,
settled in early July producing a favorable result for the
Company.  In addition to the proceeds we expect to receive and the
elimination of significant litigation expenses related to this
matter, the settlement will enable management to refocus its
efforts on operations and accretive opportunities as we move
forward.  We also completed an accretive $72.5 million acquisition
in the quarter.  While we still have work to do, more of our
attention is being directed towards growing the Company and our
long-term sustainable cash flow."

Financial Results:

Net Earnings:

-- Net Income of $12.7 million, or $0.38 per share, including the
benefit from the Lukoil Settlement of $0.19 per share as a result
of the partial reduction of the Company's bad debt reserve

The Company reported net earnings for the quarter and six months
ended June 30, 2013 of $12.7 million and $23.1 million, or $0.38
and $0.69 per share, which increased by $9.1 million and $13.0
million, respectively, as compared to net earnings of $3.6 million
and $10.1 million, or $0.11 and $0.30 per share, for the quarter
and six months ended June 30, 2012, respectively.

Funds From Operations and Adjusted Funds From Operations:

-- Funds From Operations of $11.4 million, or $0.34 per share,
including the benefit from the Lukoil Settlement of $0.19 per
share

-- Adjusted Funds From Operations of $12.0 million, or $0.36 per
share, including the benefit from the Lukoil Settlement of $0.19
per share

Funds From Operations (FFO) were $11.4 million and $20.0 million,
or $0.34 and $0.59 per share, for the quarter and six months ended
June 30, 2013, respectively, as compared to $7.2 million and $17.5
million, or $0.22 and $0.52 per share, for the quarter and six
months ended June 30, 2012, respectively.

Adjusted Funds From Operations (AFFO) were $12.0 million and $18.2
million, or $0.36 and $0.54 per share, for the quarter and six
months ended June 30, 2013, respectively, as compared to $6.3
million and $16.0 million, or $0.19 and $0.48 per share, for the
quarter and six months ended June 30, 2012, respectively.

The Company's results for the quarter and six months ended June
30, 2013 continued to be materially affected by events surrounding
Getty Petroleum Marketing Inc. including the Lukoil Settlement,
legal costs associated with that litigation, ongoing eviction
proceedings, impairment charges and elevated operating expenses
related to properties previously leased to Marketing, which are
still in transition.  The Company anticipates many of these
elevated operating costs, including legal and other litigation
costs and property operating expenses, will diminish as the
ongoing repositioning of the properties previously leased to
Marketing begins to draw to a close in the coming quarters.
Certain other costs, particularly environmental remediation costs,
will remain elevated as compared to prior periods for the
foreseeable future.  For these reasons, the impact from the
magnitude of the repositioning adjustments and expenditures make
comparisons of performance for 2013 and 2012 less meaningful.

Lukoil Settlement:

On July 17, 2013, the Getty Petroleum Marketing Inc. Trust, as
plaintiff, and various Lukoil controlled entities and certain
former directors and officers of Marketing agreed to settle an
ongoing litigation.  The terms of the settlement include a release
of the Defendants from the claims alleged by the Marketing Estate
in the complaint and a collective payment by or on behalf of the
Defendants to the Marketing Estate of $93.0 million.  On July 29,
2013, the Bankruptcy Court issued an order approving the Lukoil
Settlement.  In the third quarter of 2013, the Company expects to
realize initial proceeds from the Lukoil Settlement aggregating
approximately $32.5 million.  It is possible that a portion of the
payments the Company expects to receive may be subject to federal
income taxes.  In addition, the Company may receive additional
funds from the Marketing Estate for its pro-rata share of
unsecured claims from the remainder of any Lukoil Settlement
amounts available to satisfy unsecured claims.

Operating Income:

Total revenues included in continuing operations were $25.1
million for the quarter ended June 30, 2013 and were comparable to
revenues in the prior year quarter.  Results were impacted by
lower net revenue realized from the properties previously leased
to Marketing offset by an increase in tenant reimbursements for
real estate taxes the Company paid for its tenants pursuant to
their triple-net lease agreements and revenue from the properties
acquired by the Company in May 2013.

Rental property expenses included in continuing operations
decreased by approximately $0.3 million to $6.7 million for the
quarter ended June 30, 2013, as compared to $7.0 million for the
quarter ended June 30, 2012.  The improvement is principally due
to lower maintenance expenses paid by the Company resulting from
the cumulative effect of a declining number of properties which
are not leased on a triple-net basis and property dispositions.

Environmental expenses included in continuing operations were $1.4
million for the quarter ended June 30, 2013, as compared to a
credit of $0.6 million for the quarter ended June 30, 2012.  The
increase in net environmental expenses was principally due to
higher environmental remediation costs and a higher provision for
litigation loss reserves and legal fees.

General and administrative expenses included in continuing
operations were $2.4 million for the quarter ended June 30, 2013,
as compared to $8.8 million for the prior year quarter.  The
improvement in general and administrative expenses was principally
due to an $8.0 million reduction in previously provided bad debt
reserves for the quarter ended June 30, 2013 as a result of funds
received from the Marketing Estate and expected proceeds from the
Lukoil Settlement, partially offset by higher employee related
expenses, professional fees associated with ongoing legal
proceedings and acquisition related costs.

Non-cash impairment charges of $0.4 million were included in
continuing operations for the quarter ended June 30, 2013, as
compared to $1.6 million recorded for the quarter ended June 30,
2012.  The non-cash impairment charges were attributable to
reductions in estimated undiscounted cash flows expected to be
received during the assumed holding period and the accumulation of
asset retirement costs as a result of an increase in estimated
environmental liabilities which increased the carrying value of
certain properties above their fair value.  Impairment charges
vary from period to period and, accordingly, undue reliance should
not be placed on the magnitude or the directions of change in
impairment charges for one period as compared to prior periods.

Earnings from discontinued operations increased by $3.7 million to
$4.9 million for the quarter ended June 30, 2013, as compared to
$1.2 million for the quarter ended June 30, 2012.  The increase in
earnings from discontinued operations was primarily due to higher
gains on dispositions of real estate partially offset by lower
rental revenue and lower bad debt expense.

Acquisitions:

As previously announced, the Company acquired 36 gasoline stations
and convenience store properties in two transactions in May 2013
for $72.5 million in the aggregate.  The assets are located in the
metro New York region and the Washington, D.C. "Beltway."  The two
new triple-net unitary leases have an initial term of 15 years
plus three renewal options with provisions for rent escalations
during the initial and renewal terms.  The acquisition was
financed with $11.5 million of proceeds from 1031 exchanges, $57.5
million of borrowings under the Company's credit agreement and
cash on hand.

Disposition Activities:

During the six months ended June 30, 2013, the Company sold 77
properties, including two terminals, for $26.7 million in the
aggregate.  Subsequent to June 30, 2013, the Company has sold
three properties for $24.5 million in the aggregate, including a
property in Manhattan for $23.5 million, and one terminal.  The
Company is continuing a process of disposing of assets that do not
meet the long-term criterion of its core portfolio.  Since the
start of January 2012 and through August 7, 2013, the Company has
sold 134 properties. The Company currently has 141 properties
classified as held for sale.

Eviction Activities:

The Company is pursuing eviction proceedings involving
approximately 40 of its properties in various jurisdictions
against Marketing's former subtenants who have not vacated
properties and most of whom have not accepted license agreements
with the Company or have not entered into new agreements with the
Company's distributor tenants and therefore occupy the Company's
properties without right.  The Company continues to incur
significant costs, primarily legal expenses, in connection with
such proceedings.

Eviction proceedings involving 26 of the Company's properties in
the State of Connecticut have materially adversely impacted its
tenant, NECG Holdings Corp ("NECG").  As of August 6, 2013, the
Superior Court of the State of Connecticut in which these eviction
actions were tried ruled in the Company's favor in substantially
all of these locations.  Marketing's former subtenants (or sub-
subtenants) have appealed these rulings.  The Company remains
confident that it will prevail in any appeal; however, the Company
cannot predict when such appeal will be resolved or when it will
be able to deliver occupancy of the properties to its tenant,
NECG.  As a result of the disruption and costs associated with the
litigation, NECG is not current in its rent and certain other
obligations due to us under its lease.

The Company has commenced discussions with NECG to restructure the
lease including a modification which the Company believes is
likely to result in the removal of approximately 25 to 30
properties.  As such, the Company increased its accounts
receivable bad debt reserves by approximately $1.2 million for the
quarter ended June 30, 2013.  In addition, in the second quarter
of 2013, the Company provided a non-cash allowance for deferred
rental revenue of $1.5 million for the likely removal of these
properties and for rent payment deferrals previously agreed to for
the six months ended June 30, 2013.  This non-cash allowance
reduced the Company's net earnings for the three months ended June
30, 2013, but did not impact its cash flow from operating
activities.

                        About Getty Realty

Headquartered in Jericho, New York, Getty Realty Corp. --
http://www.gettyrealty.com-- is a publicly-traded real estate
investment trust in the United States specializing in ownership,
leasing and financing of convenience store/gas station properties.
The Company currently owns and leases approximately 1,040
properties nationwide.

                      About Getty Petroleum

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

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

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


GLOBAL AVIATION: Admin. Claim for Copyright Is 'Core Proceeding'
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Eric N. Vitaliano in Brooklyn,
New York, ruled on July 31 that even if a post-bankruptcy claim is
based on violation of copyright, the dispute is a "core"
proceeding that remains in bankruptcy court.

The report recounts that t creditor of a bankrupt airline filed a
claim for pre-bankruptcy violation of copyright.  Later, the same
creditor filed an administrative claim contending that the
copyright violation continued after the Chapter 11 filing.
After the airline objected to the claim, the creditor sought to
remove the controversy from bankruptcy court under the procedure
known as withdrawal of the reference.  Judge Vitaliano refused to
go along.

Although non-bankruptcy federal law underpins the claim, Judge
Vitaliano said, the underlying copyright law is well known and by
itself doesn't constitute grounds for taking the case out of
bankruptcy court.  The creditor argued that the U.S. Supreme
Court's opinion in Stern v. Marshall required having the matter in
district court.  Judge Vitaliano again disagreed.

First finding that the claim was a classic core proceeding, Judge
Vitaliano said, "There has never been any doubt that a bankruptcy
judge has the constitutional authority and statutory jurisdiction
to enter final judgment in a core proceeding concerning the
allowance of claims against a bankrupt estate."

A copy of the Court's July 31 Memorandum and Order is available at
http://is.gd/OMwZK5from Leagle.com.

                      About Global Aviation

Global Aviation Holdings Inc., based in Peachtree City, Ga., is
the parent company of North American Airlines and World Airways.
Global is the largest commercial provider of charter air
transportation for the U.S. military, and a major provider of
worldwide commercial global passenger and cargo air transportation
services.  North American Airlines, founded in 1989 and based in
Jamaica, N.Y., operates passenger charter flights using B757-200ER
and B767-300ER aircraft.  World Airways, founded in 1948 and based
in Peachtree City, Ga., operates cargo and passenger charter
flights using B747-400 and MD-11 aircraft.

Global Aviation, along with affiliates, filed Chapter 11 petitions
(Bankr. E.D.N.Y. Case No. 12-40783) on Feb. 5, 2012.

Global's lead counsel in connection with the restructuring is
Kirkland & Ellis LLP and its financial advisor is Rothschild.
Kurtzman Carson Consultants LLC is the claims agent.

The Debtors disclosed $589.8 million in assets and $493.2 million
in liabilities as of Dec. 31, 2011.  Liabilities include $146.5
million on 14% first-lien secured notes and $98.1 million on a
second-lien term loan.  Wells Fargo Bank NA is agent for both.

Global said it will use Chapter 11 to shed 16 of 30 aircraft.
In addition, Global said it will use Chapter 11 to negotiate new
collective bargaining agreements with its unions and deal with
liabilities on multi-employer pension plans.

On Feb. 13, 2012, the U.S. Trustee for Region 2 appointed a seven-
member official committee of unsecured creditors in the case.  The
Committee tapped Lowenstein Sandler PC as its counsel, and
Imperial Capital, LLC as its financial advisor.

The Company emerged from Chapter 11 bankruptcy on Feb. 13, 2013.
The Debtors had a court-approved Chapter 11 plan, thanks to a
settlement with second-lien creditors and the unsecured creditors'
committee.  The Debtor negotiated a plan with senior lenders where
secured noteholders owed $111.4 million were to receive 75%
ownership of the reorganized company.  Unsecured creditors and
second-lien noteholders originally were to receive nothing.


GLOBAL AXCESS: Case Summary & 8 Unsecured Creditors
---------------------------------------------------
Debtor: Global Axcess Corp.
        7800 Belfort Parkway, Suite 165
        Jacksonville, FL 32256

Bankruptcy Case No.: 13-51562

Chapter 11 Petition Date: August 5, 2013

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

Judge: Mike K. Nakagawa

Debtor's Counsel: Gabrielle A. Hamm, Esq.
                  GORDON SILVER
                  3960 Howard Hughes Parkway, 9th Floor
                  Las Vegas, NV 89169-5978
                  Tel: (702) 796-5555
                  Fax: (702) 369-2666
                  E-mail: ghamm@gordonsilver.com

Debtor's
Co-Counsel:       SMITH, GAMBRELL & RUSSELL, LLP

Debtor's
Financial and
Restructuring
Advisors:         MORRIS ANDERSON

Debtor's
Accountants and
Tax Consultants:  MAYER HOFFMAN MCCANN, P.C.

Scheduled Assets: $213,145

Scheduled Liabilities: $14,801,625

Affiliates that simultaneously filed for Chapter 11:

        Debtor                          Case No.
        ------                          --------
Nationwide Money Services, Inc.         13-51563
Nationwide Ntertainment Services, Inc.  13-51564
  Assets: $2,558,956
  Debts: $14,757,772
EFT Integration, Inc.                   13-51565
  Assets: $279,009
  Debt: $14,764,520

The petitions were signed by David M. Bagley, chief operating
officer.

A. A copy of Global Axcess' list of its eight largest unsecured
creditors filed with the petition is available for free at
http://bankrupt.com/misc/nvb13-51562.pdf

B. A copy of Nationwide Ntertainment Services' list of its nine
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/nvb13-51564.pdf

C. A copy of EFT Integration's list of its three unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/nvb13-51565.pdf


GRAND CENTREVILLE: Section 341(a) Meeting on Sept. 12
-----------------------------------------------------
A meeting of creditors in the bankruptcy case of Grand
Centreville, LLC, will be held on Sept. 12, 2013, at 2:00 p.m. at
Office of the U.S. Trustee (Chapter 11), 115 South Union Street,
Suite 208, Alexandria, Virginia.  Deadline to submit proofs of
claim will be on Dec.. 11, 2013.

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

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

Grand Centreville, LLC, filed a Chapter 11 petition (Bankr. E.D.
Va. Case No. 13-13590) on Aug. 2, 2013.  The petition was signed
by Michael L. Schuett, principal of Black Creek Consulting Ltd.,
the receiver.  Judge Robert G. Mayer presides over the case.
Paula S. Beran, Esq., at Tavenner & Beran, PLC, serves as the
Debtor's counsel.  The Debtor estimated assets and debts of at
least $10 million.


GROUNDWORKS UNLIMITED: Case Summary & Creditors List
----------------------------------------------------
Debtor: Groundworks Unlimited, LLC
        50 Telfair Place
        Garden City, GA 31415

Bankruptcy Case No.: 13-41425

Chapter 11 Petition Date: August 5, 2013

Court: U.S. Bankruptcy Court
       Southern District of Georgia (Savannah)

Debtor's Counsel: Charles V. Loncon, Esq.
                  C.V. LONCON, P.C.
                  P.O. Box 8106
                  Savannah, GA 31412
                  Tel: (912) 651-9941
                  Fax: (912) 651-9943
                  E-mail: cloncon@loncon-law.com

Scheduled Assets: $2,184,645

Scheduled Liabilities: $1,807,258

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/gasb13-41425.pdf

The petition was signed by Greg Hall, member.


HALCON RESOURCES: Moody's Rates Proposed $300MM Sr. Notes 'Caa1'
----------------------------------------------------------------
Moody's assigned a Caa1 rating to Halcon Resources Corporation's
recently announced $300 million senior unsecured note offering.
The note proceeds will be used to repay a portion of the
outstanding borrowings under a revolving credit facility. Halcon
also announced a simultaneous equity offering of $200 million.
Proceeds from the equity offering will be used for general
corporate purpose.

"Halcon continues to outspend its cash flow by a wide margin,"
said Stuart Miller, Moody's Vice President and Senior Credit
Officer. "While Halcon's reported drilling results have been
promising, the new debt will increase leverage and is viewed as
credit negative given the already high proportion of debt in the
company's capital structure. We believe there is downside risk to
the company's B3 Corporate Family Rating and Caa1 unsecured note
rating given the leverage ratios that are off the charts."

Ratings Rationale:

At June 30, 2013 and pro-forma for the proposed bond and equity
offerings, Halcon's debt to average daily production was over
$90,000 per Boe and debt to proved developed reserves was over $45
per Boe. Both metrics are twice the level of the median reported
by all of the B3 exploration and production companies in Moody's
rated universe. Halcon's financial profile suggests that a
Corporate Family Rating below B3 should be considered. However,
the quality of the asset base along with the track record of value
creation by the management and technical teams helps to support
the rating at the B3 level. Halcon's acreage position is highly
prospective and is located in some of the best resource plays in
the US. Should spending and internally generated cash flow become
more closely aligned in the future, the asset base could support a
higher rating. But the new financing pushes out the time frame
before leverage begins to trend down towards more reasonable
levels.

Halcon's liquidity is a major factor in support of keeping the
Corporate Family Rating at B3 despite the high leverage. Halcon
has sufficient liquidity to finance its negative free cash flow of
roughly $700 million to $1 billion over the next twelve months. As
of June 2013 and pro-forma for the August offerings and the
recently announced sale of the company's Eagle Ford properties,
Halcon has approximately $215 million of cash on hand and $735
million of borrowing base availability under its $1.5 billion
credit facility. The credit facility matures in Feb 2017 and has
two financial covenants: a minimum interest coverage ratio of 2.5x
and a minimum current ration of 1.0x. Moody's projects Halcon to
have adequate headroom on these two covenants in the next 12
months. While asset sales are subject to certain restrictions,
proceeds could be used to fill a portion of the projected cash
flow shortfall.

The rating outlook is stable. A downgrade is possible if liquidity
deteriorates and is considered weak, or if debt to average daily
production is sustained over $100,000 per Boe. An upgrade will not
be considered until debt to average daily production is sustained
below $60,000 per Boe and debt to proved developed reserves falls
below $30 per Boe.

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

Halcon Resources Corporation is an independent exploration &
production company based in Houston, Texas.


HERON LAKE: Project Viking Buys $6.9 Million Units
--------------------------------------------------
Heron Lake BioEnergy, LLC, entered into a subscription agreement
with Project Viking, L.L.C., on July 31, 2013, relating to Project
Viking's purchase of 8,075,000 Class A Units and 15,000,000 Class
B Units of the Company for $0.30 per Unit for an aggregate
purchase price of $6,922,500.  Under the Company's Member Control
Agreement, the Class A Units and the Class B Units share ratably
in the profits and losses and distribution of assets on a per Unit
basis and are otherwise identical with respect to all rights and
privileges.  The purchase price for the Units was paid on July 31,
2013, and the Units were issued to Project Viking effective
July 31, 2013.

The Company used 100 percent of the $6,922,500 in funds from the
Viking Subscription Agreement to pay down the Company's term
revolver note with AgStar Financial Services, PCA.  Under the
Company's Sixth Amended and Restated Master Loan Agreement with
AgStar dated May 17, 2013, the Company was required to make a
principal payment on its term revolver note of not less than
$5,000,000 on or before July 31, 2013.  In addition, under the
MLA, the Company is required to maintain working capital of at
least $5 million, measured monthly on a consolidated basis,
beginning July 31, 2013.  With the payment of $6,922,500 on the
term revolver note, the Company is in compliance with its working
capital covenant.  As a result, the interest rate per annum on the
Company's term loan and term revolving loan with AgStar decreased
by 2.0 percent from the interest rate being charged from May 17,
2013, to July 31, 2013.

Immediately following the closing of the Viking Subscription
Agreement, there are outstanding 46,697,107 Class A Units of the
Company and 15,000,000 Class B Units of the Company, for a total
of 61,697,107 Units.  Immediately following the closing of the
Viking Subscription Agreement, Project Viking owns 24,080,949
Class A Units of the Company and 15,000,000 Class B Units of the
Company, for a total of 39,080,949 Units or 63.34 percent of the
61,697,107 Units outstanding immediately following the closing of
the Viking Subscription Agreement.  As a result, under the
Company's Member Control Agreement, Project Viking is entitled to
appoint five of the nine governors to the Company's Board of
Governors.

Effective July 31, 2013, immediately following the closing of the
Viking Subscription Agreement, Granite Falls Energy, LLC, acquired
100 percent of the membership interests of Project Viking.

In connection with the Viking Subscription Agreement, the Company
entered into a Subscription Supplement Agreement with Project
Viking and GFE.  Pursuant to the Subscription Supplement
Agreement, Project Viking exercised its right under the Member
Control Agreement to appoint five governors to the Board.

Management Agreement with GFE

On July 31, 2013, the Company also entered into a Management
Services Agreement with GFE.  Under the Management Services
Agreement, GFE agreed to supply its own personnel to act as part-
time officers and managers of the Company for the positions of
chief executive officer, chief financial officer, and commodity
risk manager.  Each person providing management services is
subject to oversight by the Company's Board of Governors.
However, the CEO is solely responsible for hiring and firing
persons providing management services under the Management
Services Agreement.

The initial term of the Management Services Agreement is three
years.  At the expiration of the initial term, the Management
Services Agreement will automatically renew for successive one-
year terms unless and until the Company or GFE gives the other
party 90-days written notice of termination prior to expiration of
the initial term or the start of a renewal term.  The Management
Services Agreement may also be terminated by either party for
cause under certain circumstances.

In connection with the Subscription Supplement Agreement, Milton
J. McKeown resigned as a governor of the Company effective as of
the close of business on July 31, 2013.

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

                       http://is.gd/uZ5DNR

                          About Heron Lake

Heron Lake BioEnergy, LLC, operated a dry mill, coal fired ethanol
plant in Heron Lake, Minnesota.  After completing a conversion in
November 2011, the Company is now a natural gas fired ethanol
plant.  Its subsidiary, HLBE Pipeline Company, LLC, owns 73
percent of Agrinatural Gas, LLC, the pipeline company formed to
construct, own, and operate a natural gas pipeline that provides
natural gas to the Company's ethanol production facility through a
connection with the natural gas pipeline facilities of Northern
Border Pipeline Company in Cottonwood County, Minnesota.  Its
subsidiary, Lakefield Farmers Elevator, LLC, has grain facilities
at Lakefield and Wilder, Minnesota.  At nameplate, the Company's
ethanol plant has the capacity to process approximately 18.0
million bushels of corn each year, producing approximately 50
million gallons per year of fuel-grade ethanol and approximately
160,000 tons of distillers' grains with soluble.

In its report on the Company's financial statements for the fiscal
year ended Oct. 31, 2012, Boulay, Heutmaker, Zibell & Co.
P.L.L.P., in Minneapolis, Minnesota, expressed substantial doubt
about Heron Lake BioEnergy's ability to continue as a going
concern.  The independent auditors noted that the Company has
incurred losses due to difficult market conditions and the
impairment of long-lived assets.  "The Company is out of
compliance with its master loan agreement and is operating under a
forbearance agreement whereby the Company agreed to sell
substantially all of its assets."

The Company reported a net loss of $32.35 million for the year
ended Oct. 31, 2012, as compared with net income of $543,017 for
the year ended Oct. 31, 2011.  As of April 30, 2013, the Company
had $59.78 million in total assets, $44.05 million in total
liabilities and $15.72 million in total members' equity.

                         Bankruptcy Warning

At Jan. 31, 2013, the Company's total indebtedness to AgStar was
approximately $41.1 million.  All of the Company's assets and real
property are subject to security interests and mortgages in favor
of AgStar as security for the obligations of the master loan
agreement.  The Company's failure to pay any required installment
of principal or interest or any other amounts payable under the
Company's Term Loan or Term Revolving Loan or the Company's
failure to perform or observe any covenant under the Sixth Amended
and Restated Master Loan Agreement would result in an event of
default, entitling AgStar to accelerate and declare due all
amounts outstanding under the Company's Term Loan and its Term
Revolving Loan.

"Upon the occurrence of any one or more Events of Default, as
defined under the Sixth Amended and Restated Forbearance
Agreement, including failure to observe any of the financial or
affirmative covenants...AgStar may accelerate all of our
indebtedness and may seize the assets that secure our
indebtedness, causing us to lose control of our business.  We may
also be forced to sell our assets, restructure our indebtedness,
submit to foreclosure proceedings, cease operations or seek
bankruptcy or reorganization protection," according to the
Company's quarterly report for the three months ended Jan. 31,
2013.


HOSPIRA INC: Moody's Assigns 'Ba1' Rating to $700MM Senior Notes
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Hospira Inc.'s
$700 million senior unsecured notes and new senior unsecured
shelf. Proceeds will be used to repay the company's existing 5.9%
notes due June 2014 and 6.4% notes due May 2015. Hospira's
existing ratings (including its Ba1 CFR and SGL-3) remain
unchanged. The outlook is negative.

Ratings assigned:

Senior unsecured notes at Ba1 (LGD4, 53%)

Senior unsecured shelf at (P)Ba1

Ratings Rationale:

"Hospira continues to face regulatory challenges, but this
refinancing of near and intermediate term maturities will help it
sustain adequate liquidity," said Diana Lee, a Moody's Senior
Credit Officer.

Hospira's Ba1 rating reflects uncertainty associated with
regulatory matters and the risk that cash flow will be below
targeted levels over a protracted period. During 2013, the
company's free cash flow will be negative because of ongoing
remediation efforts and the decision to simplify its medical
device product line, which will involve swapping out medication
infusion pumps. Adding to cash flow constraints, Hospira's brand
name anesthesia drug, Precedex, faces potential generic
competition in early 2014. Regulatory risk continues as the
company received two additional warning letters in 2Q13 -- one for
its Lake Forest facility and another for its IKKT pharma facility
in India. More recently, the National Standards Authority of
Ireland (NSAI) indicated that it may withdraw Hospira's ISO
certifications for its Lake Forest and Costa Rica facilities,
which could affect CE Mark certifications for its device products.
Although this could affect infusion pump and disposable sales in
countries outside the US, the NSAI has not made its final decision
on the matter. The rating also incorporates a moderately sized
revenue base and a longstanding and solid presence in generic
injectable pharmaceuticals. Hospira has been among the first to
successfully launch biosimilar products in Europe (including
Retacrit and Nivestim) and is in Phase III clinical trials for a
biosimilar version of Epogen in the US. In addition, in late June,
Inflectra -- the company's biosimilar infliximab -- became the
first monoclonal antibody to receive a positive opinion from the
European Medicines Agency's Committee for Medicinal Products for
Human Use. However, most of the benefits from an approval, when
obtained, will not occur until 2015, when patents for branded
Remicade expire in larger developed countries.

The negative outlook reflects the potential for additional
regulatory matters or higher than expected device replacement or
remediation costs to affect Hospira's already constrained cash
flow and liquidity. If the company faces additional material
regulatory constraints, such as a corporate warning letter or
restrictions on key new product approvals, the ratings could be
downgraded. Further, if Moody's believes that cash flow will
become more negative or liquidity will tighten further, the
ratings could be downgraded. Credit metrics that could support a
downgrade include debt/EBITDA sustained above 3.5 times or
FCF/debt well below 10%. If Moody's believes that cash flow from
operations will approach $600 million and can be sustained, and
regulatory matters are substantially resolved, the ratings could
be upgraded. Credit metrics that could support an upgrade include
debt/EBITDA sustained below 2.5 times and FCF/debt sustained at or
above 15%.

The SGL-3 reflects Moody's belief that Hospira's liquidity will be
adequate over the next 12 months. Free cash flow will be negative
during 2013. However, this refinancing of upcoming maturities will
provide liquidity cushion and help Hospira maintain sufficient
liquidity. Balance sheet cash -- a portion of which is held
overseas -- will help fund cash needs. With the recent amendment
to its bank facility -- providing additional cushion under
financial covenants and allowing for carve-outs of certain items -
- the company should have access to a portion of its $1 billion
revolver, which was unused as of June 30, 2013.

The principal methodology used in this rating was the Global
Medical Product and Device Industry published in October 2012.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Hospira, Inc., headquartered in Lake Forest, Illinois, is a
leading manufacturer of hospital products, including specialty
injectable pharmaceuticals and medication delivery systems. During
the twelve months ended June 30, 2013, Hospira generated revenues
of around $4.0 billion.


HOSTESS BRANDS: Old HB Sues Utah Bakery Over Bad Bread
------------------------------------------------------
Law360 reported that the company formerly known as Hostess Brands
Inc. on Wednesday sued a Utah bakery with which it had previously
done business in New York bankruptcy court, saying the bakery owed
damages for more than 43,000 loaves of low-quality bread it sold
to a Hostess subsidiary that the company later had to recall.

According to the report, Old HB Inc. and its affiliates sued Salt
Lake City-based Papa Pita Bakery in the bankruptcy court where
Hostess' operations are currently winding down, claiming it is
owed almost $231,000 in damages.

                         About Hostess Brands

Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known
for iconic brands such as Butternut, Ding Dongs, Dolly Madison,
Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride,
Twinkies and Wonder.  Hostess has 36 bakeries, 565 distribution
centers and 570 outlets in 49 states.

Hostess filed for Chapter 11 bankruptcy protection early morning
on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through
12-22056) in White Plains, New York.  Hostess Brands disclosed
assets of $982 million and liabilities of $1.43 billion as of the
Chapter 11 filing.

The bankruptcy filing was made two years after predecessors
Interstate Bakeries Corp. and its affiliates emerged from
bankruptcy (Bankr. W.D. Mo. Case No. 04-45814).

In the new Chapter 11 case, Hostess has hired Jones Day as
bankruptcy counsel; Stinson Morrison Hecker LLP as general
corporate counsel and conflicts counsel; Perella Weinberg Partners
LP as investment bankers, FTI Consulting, Inc. to provide an
interim treasurer and additional personnel for the Debtors, and
Kurtzman Carson Consultants LLC as administrative agent.

Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry
Wilson, the head of turnaround and restructuring firm MAEVA
Advisors, are representing the Teamsters union.

Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain
Millers International Union and Bakery & Confectionery Union &
Industry International Pension Fund are Jeffrey R. Freund, Esq.,
at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David
A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright &
Jaworski L.L.P.

The official committee of unsecured creditors selected New York
law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom
Mayer and Ken Eckstein head the legal team for the committee.

Hostess Brands in mid-November 2012 opted to pursue the orderly
wind down of its business and sale of its assets after the Bakery,
Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a
nationwide strike.  The Debtor failed to reach an agreement with
BCTGM on contract changes.

Hostess Brands sold its businesses and most of the plants to five
different buyers for an aggregate of $860 million.  Hostess still
has some plants, depots and other facilities the buyers didn't
acquire.

The bankruptcy estate has changed its name to Old HB Inc.


HUBBARD RADIO: Moody's Rates First-Lien Term Loan Extension 'B1'
----------------------------------------------------------------
Moody's Investors Service assigned B1 to Hubbard Radio, LLC's
proposed additional $63.5 million 1st lien term loan and affirmed
the B1 Corporate Family Rating and B2-PD Probability of Default
Rating. Proceeds from the additional term loan along with balance
sheet cash will be used to fund the $85.5 million acquisition of
10 stations from Sandusky Radio. Moody's also affirmed the B1
ratings on the existing 1st lien senior secured credit facilities
and SGL -- 2 Speculative Grade Liquidity Rating. The outlook
remains stable.

Assigned:

Issuer: Hubbard Radio, LLC

  $63.5 million Additional 1st Lien Senior Secured Term Loan due
  2019: Assigned B1, LGD3 -- 34%

Affirmed:

Issuer: Hubbard Radio, LLC

  Corporate Family Rating: Affirmed B1

  Probability-of-Default Rating: Affirmed B2-PD

  $10 million 1st Lien Senior Secured Revolver due 2016: Affirmed
  B1, LGD3 -- 34% (from LGD3 -- 33%)

  $358 million 1st Lien Senior Secured Term Loan due 2019:
Affirmed
  B1, LGD3 -- 34% (from LGD3 -- 33%)

  Speculative Grade Liquidity Rating: Affirmed SGL - 2

Outlook Actions:

Issuer: Hubbard Radio, LLC

Outlook is Stable

Rating Rationale

Hubbard's B1 corporate family rating reflects moderately high
debt-to-EBITDA of 4.9x estimated for June 30, 2013 (including
Moody's standard adjustments) and pro forma for the Sandusky
acquisition. Despite higher debt balances as a result of the
transaction, Moody's notes leverage remains in line with
historical debt-to-EBITDA ratios as of June 30, 2013, pre-
transaction. Ratings incorporate the company's lead rankings in
their markets (expanded to seven markets from five among the top
30 markets), the mature and cyclical nature of radio advertising
demand, as well as revenue concentration in two markets, although
improved due to the addition of 10 stations. Since initial funding
in April 2011, the company has performed just ahead of its
operating plan. Hubbard has been consistent in achieving good
operating performance resulting in EBITDA growth and reduction of
debt balances by $52 million supporting the improvement in debt-
to-EBITDA from its initial 5.6x in 2011. The company has
maintained lead rankings in each of its markets which support good
EBITDA margins of 40% or more. Ratings incorporate ongoing media
fragmentation and the cyclical nature of radio advertising demand
evidenced by the revenue declines suffered by radio broadcasters
during the recent recession and the sluggish growth following the
downturn. Ratings are constrained by revenue concentration with
two stations accounting for 39% of 2012 revenues pro forma for the
acquisition. The company's leading brands have withstood
heightened competition from large radio broadcasters, especially
in Washington, D.C. and Chicago, but continued competitive
pressure could negatively impact station profitability beyond the
near term. Looking forward, Moody's expects revenues to grow in
the low single digit range resulting in improvement of debt-to-
EBITDA ratios to 4.5x or better (including Moody's standard
adjustments) over the next 12-18 months and good free cash flow
generation of more than $40 million (or 8% of debt balances).
Despite the potential for additional dividends to be funded over
the next 12 months, Moody's believes that management will continue
to reduce debt balances gaining operational and financial
flexibility. Liquidity is good and supplemented by a minimum $5
million of balance sheet cash and an undrawn $10 million revolver.

The stable outlook reflects Moody's view that Hubbard will be able
to assimilate the Sandusky merger and continue to generate flat to
growing core advertising revenues over the next 12 months with
stations in key markets, Chicago and Washington, D.C., remaining
leaders in their formats. The outlook also incorporates Moody's
expectation for the company to maintain debt-to-EBITDA ratios
below 5.0x (including Moody's standard adjustments) with good
liquidity including free cash flow-to-debt ratios of more than 8%
over the next 12-18 months with potential dividends to be paid
from excess cash. Ratings could be downgraded if the company is
unable to grow core revenues due to weak advertising demand in one
or more of Hubbard's key markets or due to increased competition
resulting in the loss of lead rankings or EBITDA margin erosion. A
downgrade could also be considered if debt financed acquisitions,
dividends or weak performance were to result in debt-to-EBITDA
ratios being sustained above 5.0x or if liquidity deteriorates.
Although improving due to the pending acquisition, lack of scale
and significant revenue concentration limit upward momentum;
however, ratings could be upgraded if the company continues to use
free cash flow to reduce debt balances resulting in debt-to-EBITDA
ratios being sustained comfortably below 3.25x with free cash
flow-to-debt ratios remaining above 15%; liquidity would also need
to be good.

Formed in 2011, Hubbard Radio, LLC is a family controlled, and
privately held media company that will own and operate 30 radio
stations in seven top 30 markets, including Chicago, Washington,
D.C., Minneapolis/St. Paul, St. Louis, Cincinnati, Seattle, and
Phoenix. Headquartered in St. Paul, MN, the company is affiliated
with Hubbard Broadcasting Inc., a television and radio
broadcasting company that was started in 1923. Net revenues pro
forma for the announced Sandusky acquisition totaled $219 million
for the 12 months ending June 30, 2013.

The principal methodology used in this rating was Global Broadcast
and Advertising Related Industries published in May 2012. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


HUBBARD RADIO: S&P Affirms 'B' Rating on $421.5MM Sr. Secured Loan
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' issue-level
rating on U.S.-based radio broadcasting company Hubbard Radio
LLC's $421.5 million senior secured term loan B due 2019, after a
$63.5 million add-on. The recovery rating on this debt is '3',
indicating our expectation for meaningful (50% to 70%) recovery in
the event of a payment default.

S&P expect the company to use the proceeds, along with $25 million
of cash from its balance sheet, to fund the acquisition of
Sandusky Radio's Seattle and Phoenix stations.  The leverage-
neutral transaction improves Hubbard Radio's business profile as
it slightly decreases the revenue concentration from Washington,
DC and Chicago markets.

The corporate credit rating on Hubbard Radio is 'B+' and the
outlook is stable.  The rating on Hubbard Radio LLC reflects our
view that the company's leverage will continue to moderate and
remain less than 5x during the intermediate term.

As a result, it views Hubbard's financial risk profile as
"aggressive" (per our criteria). Although we anticipate that radio
advertising will remain weak, Hubbard's leverage should decline
slightly beyond 2013 because of mandatory debt repayments.

S&P consider the company's business risk profile "weak" because of
risks related to the migration of radio advertising online,
Hubbard's small station portfolio, and its revenue concentration
in Chicago and Washington, D.C.   S&P view the company's
management and governance as "fair."  The company's chairman and
the chairman's family hold a majority of the company's voting
power.

However, S&P is not aware of any material deficiencies in the
company's internal controls or risk management.

Pro forma for the proposed transaction, for the fiscal year ended
March 31, 2013, debt (adjusted for leases) to EBITDA was unchanged
at 4.9x.  S&P's base-case scenario for 2013 assumes pro forma
organic revenue will be roughly flat, with EBITDA decreasing at a
mid-single-digit percentage rate because of inflationary growth in
expenses.

As a result, S&P anticipate that Hubbard's EBITDA margin will
contract 50 to 100 basis points in 2013, but that it will still
remain at the top of its peer group. We believe that leverage will
stay in the high-4x area over the near term as potential EBITDA
declines from secular pressure affecting radio partially offset
mandatory amortization debt repayment.

RATINGS LIST

Hubbard Radio LLC
Corporate Credit Rating                  B+/Stable/--

Ratings Affirmed

Hubbard Radio LLC
$421.5M* sr scrd term loan B due 2019    B+
   Recovery Rating                        3

*After $63.5M add-on.


IAP WORLDWIDE: S&P Cuts Counterparty Credit Rating to 'CCC'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on IAP Worldwide Services Inc. to 'CCC' from 'CCC+'.
The outlook is negative.

"The downgrade reflects our view that deteriorating operating
performance will likely result in a covenant violation within the
next 12 months unless IAP amends its covenant schedules to expand
headroom," said Standard & Poor's credit analyst Nishit Madlani.

"The rating action reflects our expectation that the company's
credit measures will remain very weak and any meaningful
improvement is unlikely over the next 12 months."

The company is subject to declining government defense spending,
and management's ability to diversify into adjacent services will
take time and is unlikely to benefit IAP in the near term.

Significant delays in new awards and cancellations in key projects
(linked to sequestration) could persist for the remainder of 2013
and into 2014.

The rating on IAP also reflects our view of the company's business
risk profile as "vulnerable" and its financial risk profile as
"highly leveraged."

The business is marked by inherent risks associated with contract
bidding, fixed-price contract execution, a competitive landscape,
and the less-predictable nature of contingency operations.  S&P
believe potential cuts in federal defense spending, given current
deficit-reduction efforts, present risks to demand for IAP's
services.

Although the company historically has had a good rebid record on
contracts and low fixed capital requirements, S&P believe its
EBITDA margin will remain thin in the mid-to-high single digits.

"The negative rating outlook on IAP reflects our view that the
company is dependent on progress in diversifying into
nontraditional markets to offset declining government defense
spending and reverse the substantial decline in profitability in
order to avoid a covenant default," said Mr. Madlani.

S&P believe that the company will likely violate its covenants
during the next few quarters if its credit agreement is not
amended to loosen the financial covenants.

S&P could lower the rating if the covenants are violated, if
liquidity continues to deteriorate due to negative free operating
cash-flow generation, or if S&P expect IAP to miss any principal
or interest payment or undertake a distressed exchange of its
bonds.

S&P could raise the rating if the covenants are amended such that
S&P no longer expect a covenant violation within the next 12
months.  In addition, S&P would need to believe that both the risk
of a selective default (or distressed exchange) and the likelihood
of meaningfully negative FOCF over a sustained period due to
sequestration are low.


IEMR RESOURCES: Gets Notice Default From American Cumo
------------------------------------------------------
IEMR Resources Inc. on Aug. 2 disclosed that it received a notice
of default dated July 31, 2013 from American Cumo Mining
Corporation in respect of a US$200,000 cash option payment that
was due for payment to American Cumo under the option agreement
between the Company, American Cumo and Mosquito Mining Corp. (US)
dated January 26, 2010, amended April 6, 2010 and May 31, 2010,
pursuant to which the Company is to earn a 100% interest in the
Pine Tree Property in Nevada.

The Company also disclosed that it made such US$200,000 cash
option payment in full on Aug. 2 to American Cumo from the
proceeds of a loan of the principal sum of $250,000 from
International Energy and Mineral Resources Investment (Hong Kong)
Company Limited to the Company having a term of three years.  The
Loan is unsecured and no interest is payable on the outstanding
Principal.

The Lender is a "Related Party" of the Company pursuant to the TSX
Venture Exchange policies as Mr. Hongxue Fu, President, Chief
Executive Officer and director of the Company, holds a controlling
interest in the Lender.  As such, the Loan constitutes a "Related
Party Transaction" under the TSXV policies. The Company is relying
on the exemption under section 5.5(b) of Multilateral Instrument
61-101 - Protection Of Minority Security Holders In Special
Transaction ("MI 61 101") from obtaining a formal valuation as the
Company is listed on the TSXV and no securities of the Company are
listed or quoted on any of the markets specified in said section.
The Company is also relying on the exemption under section 5.7(f)
of MI 61-101 from the minority approval requirement as the
transaction was a loan that was obtained by the Company from a
related party on reasonable commercial terms that are not less
advantageous to the Company than if the Loan were obtained from a
person dealing at arm's length with the Company, and the Loan is
not: (A) convertible, directly or indirectly, into equity or
voting securities of the Company or a subsidiary entity of the
Company, or otherwise participating in nature; or (B) repayable,
directly or indirectly, in equity or voting securities of the
Company or a subsidiary entity of the Company.

                    About IEMR Resources Inc.

IEMR -- http://www.iemr.ca-- is a junior mining company listed on
the TSXV under the symbol "IRI".  The Company is directly tied to
and has been formed from capital sources in China and Canada.
IEMR is devoted to taking full advantage of its capital by
participating in mineral and energy projects ranging from
exploration, development, production, processing, smeltering and
mineral trade with a long-term view.  The Company's emphasis is on
the Chinese and Canadian markets utilizing the capital stemming
from China and the resources and market of Canada to create a
maximum return for shareholders.  The Company's investment
priorities ranked in order are copper, chromium, nickel,
manganese, uranium, platinum silver, diamonds and molybdenum.
Investment and or acquisitions in exploration projects will be
focused in chromium, manganese, uranium and potash.  The Company
has already formed alliances of cooperation with large smeltering
steel, copper, lead, zinc and aluminum companies.


IMPLANT SCIENCES: Moves Into New Manufacturing & Office Facility
----------------------------------------------------------------
Implant Sciences Corporation has moved its headquarters and
manufacturing operations to 500 Research Drive Unit 3, Wilmington,
Massachusetts 01887.  The new 58,000 square foot facility, located
in the same technology park as its prior location, offers the
Company more than double its previous space.  Implant Sciences'
telephone and fax numbers remain the same, phone: 978-752-1700,
fax: 978-752-1711.

"As we continue to advance our certification efforts both here in
the U.S. and internationally, we expect growing sales.  Expanding
our Massachusetts facility underscores our commitment to
manufacturing high-tech equipment right here in the USA," stated
Implant Sciences' president and CEO, Glenn D. Bolduc.  "I'm very
proud of everything the entire Implant Sciences' team has
accomplished to bring us to this point, and look forward to
continued growth in the future."

Brenda Baron, vice president of Manufacturing for Implant
Sciences, added, "In FY2013, Implant Sciences built and shipped
more units than ever before in its history.  I'm very proud of
what the manufacturing team was able to accomplish.  This new
facility is critical to supporting continued growth in sales."

"Since manufacturing requirements were paramount in our need for a
new facility, Brenda was in charge of planning and executing the
move," added Dr. William McGann, chief operations officer for
Implant Sciences.  "She and her team did an amazing job,
relocating all of Implant Sciences with minimal downtime."

                       About Implant Sciences

Implant Sciences Corporation (OBB: IMSC.OB) --
http://www.implantsciences.com/-- develops, manufactures and
sells sensors and systems for the security, safety and defense
(SS&D) industries.

Marcum LLP, in Boston, Massachusetts, issued a "going concern"
qualification on the consolidated financial statements for the
year ended June 30, 2012.  The independent auditors noted that the
Company has had recurring net losses and continues to experience
negative cash flows from operations.  As of Sept. 25, 2012, the
Company's principal obligation to its primary lender was
$33,429,000 with accrued interest of $3,146,000.  The Company is
required to repay all borrowings and accrued interest to this
lender on March 31, 2013.  These conditions raise substantial
doubt about its ability to continue as a going concern.

For the nine months ended March 31, 2013, the Company incurred a
net loss of $21.81 million on $9.61 million of revenues, as
compared with a net loss of $10.25 million on $2.85 million of
revenue for the same period a year ago.  The Company's balance
sheet at March 31, 2013, showed $5.39 million in total assets,
$46.50 million in total liabilities and a $41.11 million total
stockholders' deficit.

                        Bankruptcy Warning

"Despite our current sales, expense and cash flow projections and
$12,763,000 in cash available from our line of credit with DMRJ at
March 31, 2013, we will require additional capital in the third
quarter of fiscal 2014 to fund operations and continue the
development, commercialization and marketing of our products.  Our
failure to achieve our projections and/or obtain sufficient
additional capital on acceptable terms would have a material
adverse effect on our liquidity and operations and could require
us to file for protection under bankruptcy laws," the Company said
in its quarterly report for the period ended March 31, 2013.


INTERSTATE PROPERTIES: Bar Date for Proofs of Claim on Aug. 26
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
established Aug. 26, 2013, as the deadline for the filing of
Proofs of Claim in the Chapter 11 cases of Interstate Properties,
LLC.

                    About Interstate Properties

Interstate Properties, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ga. Case No. 12-76037) in Atlanta on Oct. 17, 2012.  Judge
Margaret Murphy presides over the case.  George M. Geeslin, Esq.,
who has an office in Atlanta, Georgia, serves as the Debtor's
bankruptcy counsel.

The Debtor owns and operates, among others, two shopping centers,
one located in Elkview, West Virginia, and one located in Decatur,
Georgia.  In its schedules, as amended, the Debtor disclosed
$73,002,403 in total assets and $62,264,480 in total liabilities.


INTERSTATE PROPERTIES: Plan Disclousres Hearing Set for August 23
-----------------------------------------------------------------
On July 29, the U.S. Bankruptcy Court for the Northern District of
Georgia approved Interstate Properties, LLC's Motion to Expedite
Approval of Disclosure Statement, which seeks to reduce the 28-day
notice required by Bankruptcy Rule 3017(a) to 14 days to
facilitate the Debtor's refinancing efforts.

On July 22, 2013, the Debtor filed its Disclosure Statement and
Plan of Reorganization for Debtor.

Any person or party objecting to the approval of the Disclosure
statement must submit a written objection on or before Aug. 9,
2013, with the Court.  Objectors must advocate the objection at
the hearing on the Disclosure Statement, which is set for Aug. 23,
2013, at 11:45 a.m.

According to the Disclosure Statement, funding for the Plan will
be sourced from the Debtor's income from operations and sales.
The Plan is expected to last for a period of twelve (12) months
from the Effective date, during which time the Debtor may hold
auction sales of real estate in order to complete funding of the
Plan.  Also, the Debtor believes that it will be able to refinance
The Crossings Shopping Center prior to the Effective Date and thus
reinstate and pay off American National Insurance Company's
Class 3 claim.

Carter Bank & Trust, owed $47,000,000, will be paid interest in
accordance with its loan documents and out of the proceeds from
any sales of the Debtor's Georgia and Alabama real estate holding.

General Unsecured Claims of $5,000 or greater, owed $855,000, will
be paid in full within twelve (12) months of the Effective Date.
Creditor Brent Scarbrough & Company will receive a note from
Debtor guaranteed by William Abruzzino and by agreement Carter
Bank & Trust may allow payment to Scarbrough & Company from sale
of properties on which it holds a first priority security
interest.  The same may be applicable to creditor Northstar
Engineering.

Class 11 interests of Mr. and Mrs. William Abruzzino in the Debtor
will not be paid anything but will retain their interest in the
Debtor.

A copy of the Disclosure Statement is available at:

     http://bankrupt.com/misc/interstateproperties.doc97.pdf

                    About Interstate Properties

Interstate Properties, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ga. Case No. 12-76037) in Atlanta on Oct. 17, 2012.  Judge
Margaret Murphy presides over the case.  George M. Geeslin, Esq.,
who has an office in Atlanta, Georgia, serves as the Debtor's
bankruptcy counsel.

The Debtor owns and operates, among others, two shopping centers,
one located in Elkview, West Virginia, and one located in Decatur,
Georgia.  In its schedules, as amended, the Debtor disclosed
$73,002,403 in total assets and $62,264,480 in total liabilities.


JOHN HENRY: Case Summary & 6 Unsecured Creditors
------------------------------------------------
Debtor: John Henry Associates, Inc.
        5715 Dawson Street
        Hollywood, FL 33083

Bankruptcy Case No.: 13-28600

Chapter 11 Petition Date: August 5, 2013

Court: U.S. Bankruptcy Court
       Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Peter E. Shapiro, Esq.
                  SHAPIRO LAW
                  1351 Sawgrass Corporate Parkway, Suite 101
                  Fort Lauderdale, FL 33323
                  Tel: (954) 317-0133
                  Fax: (954) 742-9971
                  E-mail: pshapiro@shapirolawpa.com

Scheduled Assets: $1,153,386

Scheduled Liabilities: $1,100,668

A copy of the Company's list of its six unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/flsb13-28600.pdf

The petition was signed by John Cheek, president.

Affiliates that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
5830 Funston Inc.                     13-15902            03/15/13
WOW Investments Inc.                  13-22246            05/24/13


KASYTER COMMERCIAL: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Kasyter Commercial Group LLC
          aka Kayster Commercial Group, LLC
        601 Sandyhills Avenue
        McAllen, TX 78503

Bankruptcy Case No.: 13-70386

Chapter 11 Petition Date: August 5, 2013

Court: U.S. Bankruptcy Court
       Southern District of Texas (McAllen)

Judge: Richard S. Schmidt

Debtor's Counsel: Antonio Villeda, Esq.
                  LAW OFFICE OF ANTONIO VILLEDA
                  5414 N. 10th Street
                  McAllen, TX 78504
                  Tel: (956) 631-9100
                  E-mail: avilleda@mybusinesslawyer.com

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

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

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

The petition was signed by Cesar A Cevada, president.


KEMET CORP: Incurs $35.1 Million Net Loss in June 30 Quarter
------------------------------------------------------------
KEMET Corporation filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $35.13 million on $202.72 million of net sales for the quarter
ended June 30, 2013, as compared with a net loss of $17.75 million
on $223.63 million of net sales for the same period a year ago.

As of June 30, 2013, the Company had $881.17 million in total
assets, $636.80 million in total liabilities and $244.36 million
in total stockholders' equity.

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

                         http://is.gd/UMC7c5

                             About KEMET

KEMET, based in Greenville, South Carolina, is a manufacturer and
supplier of passive electronic components, specializing in
tantalum, multilayer ceramic, film, solid aluminum, electrolytic,
and paper capacitors.  KEMET's common stock is listed on the NYSE
under the symbol "KEM."

                            *     *     *

As reported by the TCR on March 26, 2013, Moody's Investors
Service downgraded KEMET Corp.'s Corporate Family Rating to Caa1
from B2 and the Probability of Default Rating to Caa1-PD from B2-
PD based on Moody's expectation that KEMET's liquidity will be
pressured by maturing liabilities and negative free cash flow due
to the interest burden and continued operating losses at the Film
and Electrolytic segment.

KEMET carries a 'B+' corporate credit rating from Standard &
Poor's Ratings Services.


KEMET CORP: S&P Cuts Corporate Credit Rating to 'B-', Outlook Neg
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Simpsonville, S.C.-based KEMET Corp. to 'B-' from 'B+'.
The outlook is negative.

At the same time, S&P lowered its issue-level rating on the
company's senior secured notes to 'B-' (the same as the corporate
credit rating) from 'B+'. The '4' recovery rating remains
unchanged and indicates its expectations of average (30% to 50%)
recovery for lenders in the event of a payment default.

"The downgrade is based on continued top-line and margin pressures
and lagging results from the restructuring of the Film &
Electrolytic [F&E] business, which combined with cyclical weak
end-market demand, has resulted in sustained, elevated leverage
well in excess of 5x, persistent negative FOCF, and diminishing
liquidity," said Standard & Poor's credit analyst Alfred
Bonfantini.

The ratings on KEMET are based on the company's "weak" business
risk profile and "highly leveraged" financial risk profile under
our criteria.  The business risk profile assessment is
characterized by the company's second-tier position in highly
competitive capacitor markets, narrow product focus, and highly
cyclical revenues and profitability.

The company's leading market share in the niche tantalum capacitor
market segment, and the potential for a more-stable cost structure
and further geographic and product diversification longer term,
partly offset these weaknesses.

S&P's financial risk profile assessment, which it revised to
"highly leveraged" from "aggressive," incorporates leverage
currently at about 8x, and frequently negative FOCF over the past
year.

S&P's near-term rating assumptions include the following:

  Negative 3% to positive 2% revenue growth, assuming modest
  growth in tantalum and ceramic capacitor sales for the remainder
  of fiscal 2014, and moderating declines in F&E sales.

  Modest 1% to 2% improvement in EBITDA margins, from the vertical
  integration of K-salt supplies and the realization of a portion
  of expected cost savings from restructuring initiatives, which
  offsets an increase in lower margin Asian sales.

  Leverage improving to about 6x to 7x at fiscal 2014 year-end.

  Modestly negative to breakeven FOCF by the end of fiscal 2014.

KEMET is a global supplier of general use and specialty tantalum,
ceramic, and F&E capacitors, used in a broad array of electronic
devices to store, filter, and regulate the flow of electricity.

The negative outlook reflects uncertainty regarding improvements
in EBITDA margins over the near term, given the weak global
macroeconomic environment, tepid end-market demand, and ongoing
delays in cost savings from restructuring efforts.  The negative
outlook also takes into account the possibility that liquidity
could be depleted further if revenue continues to decline and
margins fail to improve, especially given required capital
expenditures, debt repayments, and acquisition payments.

S&P could lower the ratings if the company's liquidity position
worsens, causing it to revise our liquidity assessment to "less
than adequate" or "weak".  This could occur if revenue and EBITDA
declines do not stabilize and FOCF metrics and unrestricted cash
levels deteriorate further.

An upgrade is unlikely over the near term given current and
projected near-term leverage levels and cash flow characteristics.


LIVE NATION: Moody's Rates Proposed $1.35-Bil. Bank Facility Ba3
----------------------------------------------------------------
Moody's Investors Service rated Live Nation Entertainment, Inc.'s
new $1.35 billion senior secured bank credit facility Ba3. At the
same time, the company's B1 corporate family, B1-PD probability of
default ratings (CFR and PDR respectively) and B3 senior unsecured
notes were affirmed, while the ratings outlook was maintained at
stable. Live Nation's speculative grade liquidity rating remains
unchanged at SGL-2 (good liquidity).

Since the new debts are part of a refinance transaction that is
assessed as being neutral to Live Nation's credit profile, Moody's
affirmed the company's CFR and PDR. A combination of factors cause
the new bank credit facility to be rated Ba3, one notch lower than
the rating applicable for existing facilities. The new bank credit
facility is some $150 million larger than the existing facility
and over the past year, structurally senior debt at operating
subsidiaries has grown. These revisions to Live Nation's debt
structure erode the advantages accruing to senior secured debts
and lead to the new facilities being rated Ba3. This change in the
company's waterfall of liabilities has no affect on ratings of
Live Nation's senior unsecured notes.

Positive aspects of the refinance transaction include a reduction
of the applicable interest rate, extended terms to maturity and
somewhat relaxed terms and conditions. Negative aspects involve a
0.2x increase in debt-EBITDA leverage.

As a purely administrative manner, the ratings outlook for
Ticketmaster Entertainment LLC was withdrawn.

Assignments:

Issuer: Live Nation Entertainment, Inc.

Senior Secured Bank Credit Facility Jul 1, 2018, Assigned Ba3
(LGD3, 33 %)

Affirmations:

Issuer: Live Nation Entertainment, Inc.

Corporate Family Rating, Affirmed B1

Probability of Default Rating, Affirmed B1-PD

Speculative Grade Liquidity Rating, Affirmed SGL-2

Senior Unsecured Regular Bond/Debenture Sep 1, 2020, Affirmed at
B3 with the LGD assessment revised to (LGD5, 81%) from (LGD5, 79%)

Outlook Actions:

Issuer: Live Nation Entertainment, Inc.

Outlook, Maintained at Stable

Issuer: Ticketmaster Entertainment LLC

Outlook, Changed To Rating Withdrawn From Stable

Ratings Rationale:

Live Nation's B1 corporate family rating is influenced primarily
by moderately aggressive credit metrics and a financing strategy
in which de-levering depends on EBITDA expansion rather than debt
amortization. Given the maturity of the industries in which Live
Nation operates, there are limited organic growth prospects and,
with management committed to growth, there is frequent acquisition
activity, both of which limit de-levering.

Live Nation's leading position in the live entertainment industry
and its multi-faceted revenue stream derived from ticketing,
concert promotion (based on a significant roster of well-
recognized performing artists), venue operation, and artist
management (through its ownership of Front Line Management Group,
Inc.) supports that rating.

Rating Outlook

Given expectations of relatively stable credit metrics, on
average, over the next two years or so, the ratings outlook is
stable.

What Could Change the Rating - Up

Should Live Nation's (Retained Cash Flow - Capital Expenditures)
to Debt expand towards 10% while (EBITDA-Capital
Expenditures)/Interest Expense expanded towards 3x (in both cases,
on a sustainable basis and measured inclusive of Moody's standard
adjustments), and given favorable business conditions and a solid
liquidity position, positive ratings or outlook actions would be
likely.

What Could Change the Rating - Down

Downwards rating pressure would be likely if (Retained Cash Flow -
Capital Expenditures) to Debt was expected to remain at or below
approximately 5% with (EBITDA-Capital Expenditures)/Interest
Expense less than 2x (in both cases, on a sustainable basis and
measured inclusive of Moody's standard adjustments). Adverse
developments in the business environment or with liquidity
arrangements could also prompt negative ratings activity.

The principal methodology used in this rating was Global Business
and Consumer Service Industry published in October 2010. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.


LONE PINE: Posts Net Loss of $11.9 Mil. in Second Quarter 2013
--------------------------------------------------------------
Lone Pine Resources Inc. on Aug. 8 reported financial and
operational results for the second quarter of 2013.

Selected highlights for the second quarter of 2013 include:

        -- Average net sales volumes of 46.7 MMcfe/d with oil and
NGLs weighting of 33%
        -- Oil and NGLs net sales volumes of 2,564 bbls/d
        -- Adjusted EBITDA of $14.8 million and adjusted
discretionary cash flow of $7.0 million, both of which increased
from the first quarter of 2013
        -- Achieved first half 2013 capital expenditures, sales
volumes and production expense guidance
        -- Subsequent to quarter-end, completed a credit facility
amendment that increased the total debt to EBITDA financial
covenant through June 30, 2013

Tim Granger, President & Chief Executive Officer of Lone Pine,
stated, "The second quarter of 2013 saw Lone Pine meet its
operational targets while we continued to focus on initiatives
aimed at addressing the Company's balance sheet and liquidity.
Due to spring break-up and wet weather conditions, Lone Pine did
not plan an active capital program in the second quarter as the
Company's first half of 2013 capital budget was largely completed
in the first quarter of the year.  While net sales volumes
decreased quarter-over-quarter, Lone Pine exceeded its previously
announced guidance and generated increased adjusted EBITDA and
adjusted discretionary cash flow compared to the first quarter of
2013.

Lone Pine continues to focus on deleveraging initiatives and to
that end recently announced that it is in discussions with the
owner of a majority of the Company's senior notes in connection
with a possible restructuring of the senior notes.  Lone Pine is
working with the noteholder, together with its syndicate of
lenders under the Company's credit facility, to find an optimal
solution for a comprehensive restructuring or refinancing of all
of the Company's long-term debt.  These transactions, while
currently uncertain in both timing and scope, are aimed at
deleveraging the balance sheet and providing liquidity that is
needed for the future growth of the Company's assets.  We expect
to provide additional information on this process in the coming
weeks as negotiations progress."

Financial and Operational Results

Financial Results

Lone Pine reported adjusted EBITDA for the second quarter of 2013
of $14.8 million, which was 31% higher than the first quarter of
2013, and adjusted discretionary cash flow for the second quarter
of 2013 of $7.0 million, which was 166% higher than the first
quarter of 2013.  Lone Pine reported an adjusted net loss in the
second quarter of 2013 of $11.9 million or $(0.14) per diluted
share compared to an adjusted net loss of $19.0 million or $(0.22)
per diluted share in the first quarter of 2013.

Average Daily Sales Volumes

Lone Pine's average daily net sales volumes for the second quarter
of 2013 were 46.7 MMcfe/d, which was a decrease of 5% from the
first quarter of 2013.  Lone Pine's average daily oil and NGLs net
sales volumes for the second quarter of 2013 were 2,564 bbls/d,
which was 10% lower than the first quarter of 2013.  Lone Pine's
natural gas sales volumes in the second quarter of 2013 were 31.4
MMcf/d, which was 3% lower than the first quarter of 2013.  Net
sales volumes for the quarter declined as the Company did not have
an active capital program in the period to offset natural
production declines.  Lone Pine's net sales volumes for the first
half of 2013 of 48.0 MMcfe/d (34% oil & NGLs) exceeded the
Company's guidance of 45 - 47 MMcfe/d (35% liquids).

Revenue and Expenses

The average realized natural gas price (before hedges) for the
second quarter of 2013 increased 45% to $3.76 per MMBtu compared
to $2.60 per MMBtu in the first quarter of 2013.  The average
realized natural gas price was positively affected by a 22%
increase in NYMEX Henry Hub prices in the period although the
Company continues to be impacted by a greater proportion of the
Company's natural gas sales being linked to a legacy corporate
marketing contract, which negatively affects the corporate price
differential.  The average realized oil price (before hedges) for
the second quarter of 2013 of $88.39 per bbl increased 5% from
$84.00 per bbl in the first quarter of 2013. R ealized oil prices
in the second quarter of 2013 benefited from a narrowing of the
WTI to Edmonton Par differential, which averaged $3.21 per bbl in
the quarter compared to $6.66 per bbl in the first quarter of
2013.

Lone Pine realized natural gas hedging losses of $0.4 million
($0.16 per Mcf) and oil hedging gains of $0.6 million ($2.78 per
bbl) for total realized hedging gains of $0.2 million ($0.04 per
Mcfe) in the second quarter of 2013.

Lone Pine's total production expense per unit for the second
quarter of 2013 decreased 3% to $2.80 per Mcfe compared to $2.89
per Mcfe in the first quarter of 2013.  Lone Pine's general and
administrative expense totaled $4.9 million or $1.16 per Mcfe in
the second quarter of 2013 compared to $7.3 million or $1.64 per
Mcfe in the first quarter of 2013.  Lone Pine's general and
administrative expenses included $0.8 million of severance related
expenses in the second quarter of 2013 arising from to the
severance of two officers and 10 employees in the period.  Lone
Pine's depreciation, depletion and amortization expense per unit
for the second quarter of 2013 was $4.28 per Mcfe compared to
$4.29 per Mcfe in the first quarter of 2013.

Capital Expenditures

Capital expenditures for the second quarter of 2013 were $0.7
million compared to $31.8 million in the first quarter of 2013.
Lone Pine incurred minimal capital expenditures in the period as
there was no planned drilling activity due to spring break-up in
the Company's core areas of operation.

Long-Term Debt

Outstanding indebtedness at June 30, 2013 consisted of $178
million outstanding on the Company's bank credit facility and
US$195 million of senior notes due 2017.  Effective July 26, 2013,
the Company's credit facility was amended to increase the
Company's total debt to EBITDA financial covenant to 5.75 to 1.0
for any quarterly period ending on or before June 30, 2013.  The
next scheduled redetermination of the borrowing base is expected
to occur on or about November 1, 2013.

Lone Pine is focused on addressing its liquidity and leverage
issues and is currently engaged in discussions with the holder of
a majority of the aggregate principal amount of the Senior Notes
regarding a possible restructuring or refinancing of the Senior
Notes and the Company's bank credit facility indebtedness.  These
discussions include, among other things, the terms of a possible
exchange of a portion of the Senior Notes for an alternate form of
debt security, for equity or an equity-like security, or a
combination thereof, and other terms of a comprehensive
restructuring. In connection with these discussions, Lone Pine has
retained legal and financial advisors.  The outcome of these
discussions is uncertain, and it is not known if Lone Pine will be
successful in obtaining agreement on the terms of a potential
restructuring of the Senior Notes and the Company's bank credit
facility indebtedness on a consensual basis.

Operational Update

Net sales volumes from Evi decreased 9% in the second quarter of
2013 to 2,421 boe/d (2,742 boe/d working interest) compared to
2,652 boe/d (2,930 boe/d working interest) in the first quarter of
2013. Net sales volumes from the Deep Basin averaged 25.6 MMcfe/d
in the second quarter of 2013 compared to 25.7 MMcfe/d in the
first quarter of 2013.

Due to the outstanding indebtedness under the bank credit facility
and the minimal liquidity that the bank credit facility provides
at this time, Lone Pine has not approved a capital budget for the
second half of 2013.  Minor capital expenditures will be incurred
in the third and fourth quarters on certain required non-drilling
expenditures but all new drilling activities have been deferred
until the restructuring or refinancing of the Company's long-term
debt is completed.

Headquartered in Calgary, Alberta, Canada, Lone Pine Resources
Inc. (NYSE, TSX: LPR) is engaged in the exploration and
development of natural gas and light oil in Canada.  Lone Pine's
principal reserves, producing properties and exploration prospects
are located in Canada in the provinces of Alberta, British
Columbia and Quebec and the Northwest Territories.

                          *     *     *

As reported by the Troubled Company Reporter on May 30, 2013,
Moody's Investors Service downgraded Lone Pine Resources Inc.'s
Corporate Family Rating and Probability of Default Rating to
Caa3/Caa3-PD from Caa1/Caa1-PD.  The $200 million senior unsecured
notes rating was downgraded to Ca from Caa1.  The Speculative
Grade Liquidity of SGL-4 was affirmed.  Moody's said the rating
outlook remains negative.


LOUCHESCHI LLC: Ch.7 Trustee Can't Amend Suit vs. LBM Financial
---------------------------------------------------------------
Bankruptcy Judge Melvin S. Hoffman denied the request of Jonathan
Goldsmith, as the Chapter 7 trustee of the estate of Loucheschi
LLC, to amend his complaint against LBM Financial LLC and Marcello
Mallegni.

Bell-Ches Realty Trust granted LBM Financial both a first and a
second mortgage on property located in Dennis, Massachusetts, in
exchange for money loaned to it.  Loucheschi succeeded to Bell-
Ches' obligations under the relevant loan documents.

The Chapter 7 Trustee moved to amend his complaint to add a count
seeking to void a mortgage LBM held, commonly referred to as the
obsolete mortgage statute.

In a July 19, 2013 Memorandum and Order available at
http://is.gd/YcEaH4from Leagle.com, Judge Hoffman concluded that
the obsolete mortgage statute is not applicable to LBM's mortgage
and amending the complaint to add a count under it would be
futile.

The case is JONATHAN GOLDSMITH, TRUSTEE Plaintiff v. LBM
FINANCIAL, LLC and MARCELLO MALLEGNI Defendants, ADVERSARY
PROCEEDING NO. 11-4122.

                       About Loucheschi LLC

Loucheschi LLC filed a chapter 11 petition (Bankr. D. Mass. Case
No. 11-42578) on June 15, 2011, estimating under $1 million in
assets and debts.  Gary M. Hogan, Esq., at Gilmore, Rees &
Carlson, P.C., in Franklin, Massachusetts, serves as Loucheschi's
counsel.  On June 18, 2012, the case was converted into a Chapter
7 proceeding and Jonathan Goldsmith was appointed as Chapter 7
trustee.


M K INVESTMENTS: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: M K Investments, Inc.
          dba Comfort Inn Carowinds
        3725 Avenue of the Carolinas
        Fort Mill, SC 29708

Bankruptcy Case No.: 13-04505

Chapter 11 Petition Date: August 5, 2013

Court: U.S. Bankruptcy Court
       District of South Carolina (Spartanburg)

Judge: Helen E. Burris

Debtor's Counsel: Jane H. Downey, Esq.
                  MOORE TAYLOR & THOMAS, P.A.
                  1700 Sunset Boulevard
                  P.O. Box 5709
                  West Columbia, SC 29171
                  Tel: (803) 796-9160
                  E-mail: jane@mttlaw.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/scb13-04505.pdf

The petition was signed by Mewa Mundi, president.


MADISONVILLE DISPOSAL: Case Summary & Creditors List
----------------------------------------------------
Debtor: Madisonville Disposal LLC
        2722 North Main
        Madisonville, KY 42431

Bankruptcy Case No.: 13-40852

Chapter 11 Petition Date: August 5, 2013

Court: U.S. Bankruptcy Court
       Western District of Kentucky (Owensboro)

Judge: Alan C. Stout

Debtor's Counsel: Russ Wilkey, Esq.
                  WILKEY & WILSON, P.S.C.
                  111 W. Second Street
                  Owensboro, KY 42303
                  Tel: (270) 685-6000
                  Fax: (270) 683 2229
                  E-mail: dcwilkey@wilkeylaw.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/kywb13-40852.pdf

The petition was signed by Bett Chappell, member.


MEI CONLUX: S&P Assigns Preliminary 'B' Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to Malvern, Pa.-based MEI Conlux Holdings
Inc.  The outlook is stable.

At the same time, S&P assigned its preliminary 'B' issue rating to
the company's $450 million proposed senior secured credit
facilities, which comprise a $390 million senior secured first-
lien term loan and a $60 million revolver.  The recovery rating on
the senior secured credit facilities is '3', which indicates our
expectation of meaningful (50% to 70%) recovery in the event of a
payment default. MEI Inc. will be the borrower under the senior
secured facilities.

"Our preliminary ratings on MEI reflect our view of the company's
business  risk profile as 'weak' and its financial risk profile as
'highly leveraged', said Standard & Poor's credit analyst Svetlana
Olsha.

The preliminary issue and corporate credit ratings are subject to
the completion of the proposed refinancing. Although MEI is
subject to a sale and purchase agreement by Crane Co., there can
be no assurance that the acquisition will close as planned and,
therefore, the company is seeking to refinance its credit
facilities before they mature.

S&P could raise the ratings if the company improves and sustains
its credit measures--for instance, at a total leverage ratio below
5x.  S&P believe MEI could achieve this through revenue growth,
stable EBITDA margins, and debt reduction using free cash flow.
To consider an upgrade, S&P would also need to believe the company
would adhere to a financial policy consistent with a higher
rating.

S&P could lower the ratings if weak operating performance causes
credit measures to deteriorate, specifically if leverage exceeds
6x for an extended period.  S&P believe this could occur, for
instance, if key customers delay or reduce purchases from MEI or
if an economic downturn results in a contraction in end-market
demand.

S&P could also lower the rating if cash flow generation is weak.

For instance, negative free operating cash flow or FFO to total
debt of 5% or less could result in a downgrade.

MEI provides unattended payment solutions for vending,
transportation, gaming, retail, and service-payment industries.
The outlook is stable.  S&P expect the company's good niche market
position and EBITDA margins will help sustain credit measures that
are commensurate with the rating.


MISA INVESTMENTS: New $150MM PIK Notes Get Moody's 'B3' Rating
--------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to MISA Investments
Limited's proposed approximate $150 million senior unsecured PIK
toggle notes due 2018. Net proceeds from the proposed notes will
be used to fund a dividend to the company's shareholders.

MISA is the holding company of Viking Cruises, Ltd that in turns
owns Viking River Cruises Ltd. and Viking Ocean Cruises Ltd.
Moody's affirmed Viking Cruises Ltd's ratings including its B1
Corporate Family Rating, B1-PD Probability of Default Rating, and
B3 rating on its $250 unsecured guaranteed notes due 2022. The
rating outlook is stable.

The B3 rating assigned to MISA's PIK toggle Note reflects the
considerable amount of debt that ranks ahead of the proposed notes
as well as the company's plan to add new secured ship debt as it
increases capacity over the next several years. The B3 rating also
considers that the notes will not be guaranteed by any
subsidiaries, and that MISA's ability to make payments on the
notes is limited by restrictive covenants in Viking's 8.5% 2022
bond indenture and existing vessel financings.

When the proposed transaction closes, Viking's Corporate Family
Rating and Probability of Default Rating will be moved to MISA,
reflecting the new debt issued by Viking's ultimate parent.

Viking Cruises Ltd ratings affirmed and assessments updated:

Corporate Family Rating at B1

Probability of Default Rating at B1-PD

$250 million senior unsecured guaranteed notes due 2022 at B3 (LGD
5, 80% to LGD 5, 76%)

New rating assigned:

MISA Investments Limited proposed approximate $150 million senior
PIK toggle notes due 2018 at B3 (LGD 6, 93%)

Ratings Rationale:

Viking's B1 Corporate Family Rating considers the company's
considerable business risk associated with high growth in a small
market segment of the cruise industry, management's aggressive
financial policy evidenced by a willingness to increase debt to
pay a dividend at a time of rapid debt financed capacity growth,
and first time entry into the ocean cruise segment.

The ratings are supported by Viking's better than expected demand
and pricing for the company's river cruise itineraries through the
first quarter of 2013. Additionally, forward bookings into 2014
continue to show similar trends. Although the company's leverage
increases as a result of the proposed PIK Toggle notes -- pro-
forma lease adjusted debt to EBITDA is 7.5 times compared to 6.0
times for the 12-month period ended March 31, 2013, Moody's
expects it will decline to about 5.7 times by year-end 2013 as a
result of profitable capacity expansion.

The stable rating outlook reflects good forward booking trends at
higher prices for 2013 and 2014 and Moody's expectation that
Viking can achieve a solid return on its vessel investments while
maintaining its current credit profile.

The ratings could be downgraded if, for any reason, there is a
meaningful deterioration in occupancy or pricing that would cause
gross lease adjusted debt/EBITDA to approach 6.0 times. Moody's
does not anticipate upward rating momentum in the foreseeable
future given Viking's rapid debt financed capacity expansion
plans, aggressive financial policy, and first time entry into the
ocean cruise segment in 2015. A higher rating would require the
continuation of a demand environment remains strong enough to
support a solid return on capacity expansion, and lower and
sustainable debt to EBITDA, at/or below 5.0 times.

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

MISA Investments Limited is the holding company of Viking Cruises
Ltd that in turns owns Viking River Cruises Ltd and Viking Ocean
Cruises Ltd. Viking Ocean Cruises Ltd is an unrestricted
subsidiary of Viking Cruises Ltd. As of March 31, 2013 Viking
River Cruises Ltd marketed 37 river cruise vessels under the
Viking River Cruises brand for the 2013 season and 49 river cruise
vessels for the 2014 season; last twelve months total net revenues
were approximately $387million.


MISSOURI LEASING: Case Summary & 5 Unsecured Creditors
------------------------------------------------------
Debtor: Missouri Leasing Co., L.L.C.
        502 Jefferson Street
        P.O. Box 156
        Fulton, MO 65251

Bankruptcy Case No.: 13-21085

Chapter 11 Petition Date: August 2, 2013

Court: United States Bankruptcy Court
       Western District of Missouri (Jefferson City)

Judge: Dennis R. Dow

Debtor's Counsel: Bryan Bacon, Esq.
                  VAN MATRE HARRISON HOLLIS & TAYLOR P.C.
                  1103 E Broadway, P.O. Box 1017
                  Columbia, MO 65201
                  Tel: (573) 874-7777
                  Fax: (573) 875-0017
                  E-mail: bryan@vanmatre.com

Estimated Assets: $0 to $50,000

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

A copy of the list of five largest unsecured creditors is
available for free at http://bankrupt.com/misc/mowb13-21085.pdf

The petition was signed by Dale Depping, sole member.


MODA HOSPITALITY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Moda Hospitality SPE, LLC
        500 North State College Boulevard, Suite 1270
        Orange, CA 92868

Bankruptcy Case No.: 13-67083

Chapter 11 Petition Date: August 5, 2013

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

Debtor's Counsel: William A. Rountree, Esq.
                  MACEY, WILENSKY, KESSLER & HENNINGS, LLC
                  230 Peachtree Street, NW, Suite 2700
                  Atlanta, GA 30303-1561
                  Tel: (404) 584-1200
                  Fax: (404) 681-4355
                  E-mail: mharris@maceywilensky.com

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

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

Affiliate that simultaneously filed for Chapter 11:

        Debtor                        Case No.
        ------                        --------
Canyon Country Hospitality SPE, LLC   13-67088
  Assets: $1,000,001 to $10,000,000
  Debts: $1,000,001 to $10,000,000

The petitions were signed by Ajit Bhakta, corporate designee.

A. A copy of Moda Hospitality's list of its 20 largest unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ganb13-67083.pdf

B. A copy of Canyon Country Hospitality's list of its 20 largest
unsecured creditors filed with the petition is available for free
at http://bankrupt.com/misc/ganb13-67088.pdf


MONTREAL MAINE: U.S. Judge May Appoint Chapter 11 Trustee
---------------------------------------------------------
Clarke Canfield, writing for The Associated Press, reports that
Montreal, Maine & Atlantic Railway Ltd. was granted permission
Thursday by the U.S. Bankruptcy Court in Bangor, Maine, to
continue its business operations pending the appointment of a
bankruptcy trustee.  According to the report, MM&A says it can
preserve the value of its assets for an eventual sale if it can
maintain its day-to-day operations during bankruptcy.

The AP notes that Maine's transportation commissioner said the
state will make sure that the company's rail lines stay open
during bankruptcy proceedings.

The AP also reports that in Montreal, a Quebec Superior Court
judge granted Montreal, Maine & Atlantic Canada Co. creditor
protection, a decision expected to increase the value of the
company's assets and speed up the payment process.

Jennifer Mitchell, writing for MPBN.net, observes the Court
hearing was "rather speedy" and that no recording devices were
allowed in the courtroom.  MPBN.net notes that after asking
questions, seeking objections from creditors and federal
representatives, and massaging some language, Judge Kornreich
granted MMA's request to continue operations.

"We're very pleased with what happened today -- the railroad got
everything that it was asking for," says MMA attorney Roger
Clement, Esq., MPBN.net reports.

             About Montreal, Maine & Atlantic Railway

Montreal, Maine & Atlantic Railway Ltd., the railway company that
operated the train that derailed and exploded in July 2013,
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 Aug. 7, 2013, 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
U.S. case.  The Maine law firm of Verrill Dana serves as counsel
to MM&A.

Justice Martin Castonguay oversees the case in Canada.


MTS LAND: Hearing on Third Amended Plan Continued to Sept. 26
-------------------------------------------------------------
The hearing to consider confirmation of MTS Land LLC, and MTS
Golf, LLC's Third Amended Chapter 11 Plan originally scheduled to
commence on Aug. 26, 2013, is continued to Sept. 26, 2013, at 1:30
p.m.

                          About MTS Land

MTS Land, LLC, and MTS Golf, LLC, own and operate the now dormant
Mountain Shadows Golf Club.  They filed separate Chapter 11
petitions (Bankr. D. Ariz. Case Nos. 12-16257 and 12-16257) in
Phoenix on July 19, 2012.  Mountain Shadows Golf Club --
http://www.mountainshadowsgolfclub.com/-- is an 18 hole, par 56
course located at Paradise Valley.  Nestled in the foothills of
Camelback Mountain, the 3,081-yard Executive course claims to be
one of the most scenic golf courses in Arizona.  MTS Land and MTS
Golf are affiliates of Irvine, Cal.-based Crown Realty &
Development Inc.  MTS Land and MTS Golf each estimated assets and
debts of $10 million to $50 million.

Judge Charles G. Case II oversees the Debtors' cases.  Gerald M.
Gordon, Esq., Robert C. Warnicke, Esq., and Teresa M. Pilatowicz,
Esq., at Gordon Silver, represent the Debtor.  The petition was
signed by Robert A. Flaxman, administrative agent.

Lender U.S. Bank is represented by Steven D. Jerome, Esq., and
Evans O'Brien, Esq., at Snell & Wilmer L.L.P.

The Plan filed in the Debtors' cases provides that all creditors
with allowed claims will be paid the amount of their allowed
claims in full through the Plan.  Holders of equity securities of
Debtors will retain all of their legal interests.

The U.S. Trustee for Region 14 advised the Court that an official
committee of unsecured creditors has not been appointed because an
insufficient number of persons holding unsecured claims against
the Debtors have expressed interest in serving on a committee.
The U.S. Trustee reserves the right to appoint a committee if
interest develop among the creditors.


NAMCO LLC: Obtains Confirmation of Chapter 11 Plan
--------------------------------------------------
Judge Peter Walsh concluded that the First Amended Chapter 11 Plan
of Reorganization for Namco LLC dated June 20, 2013, as modified,
satisfied the confirmation requirements of the Bankruptcy Code.
Accordingly, the Bankruptcy Court approved the Plan.  All
objections to the Plan have either been withdrawn, waived or
settled.

A full-text copy of the Confirmation Order dated Aug. 1, 2013, is
available for free at:

          http://bankrupt.com/misc/NAMCO_ConfOrdAug1.PDF

As reported in the July 16, 2013 edition of the Troubled Company
Reporter, the Plan provides for the reorganization of the
Company's capital structure with all of the Company's issued and
outstanding equity interests being cancelled and new units of the
Company being issued to the plan sponsors who, together with
"exit" lenders will finance the Company's anticipated working
capital needs.

The Plan Sponsors will commit to invest an aggregate capital
commitment of up to $3,000,000, of which $2,000,000 will be
invested as of the Effective Date, and in exchange will receive
100% of the New Equity Units issued by the Company.  Existing
Equity Interests of the Debtor will be cancelled.  Second Lien
Claims and General Unsecured Claims are impaired, but Holders of
such claims will receive their pro rata portion of cash and notes
on account of those claims.  Importantly, the proposed debt and
equity restructuring pursuant to the proposed Plan will enhance
the Debtor's liquidity and reduce its leverage.

Under the Plan, Holders of Allowed Class 4 General Unsecured
Claims will receive as follows:

   * its pro rata share of the proceeds of $2 million to be paid
     by the Reorganized Debtor on the Effective Date, payable as
     follows:

        -- $500,000 cash distribution on the Effective Date;

        -- an amount equal to one third of the remaining principal
           amount on each of the next three anniversaries of the
           Effective Date thereafter; and

   * its pro rata share of the proceeds in an aggregate amount
     equal to 5% of the net proceeds over $30 million from a sale
     of the Company,  payable if and only if the Reorganized
     Company is sold for more than $30 million within three years
     of the Effective Date.

                            About Namco

Manchester, Connecticut-based Namco, LLC, is a 37-store retailer
of swimming pools and accessories owned 50-50 by Garmark Partners
II LLC and J.H. Whitney & Co.  It filed a petition for Chapter 11
protection (Bankr. D. Del. Case No. 13-10610) on March 24, 2013,
in Wilmington.  Judge Peter J. Walsh presides over the case.

Anthony M. Saccullo, Esq., at A.M. Saccullo Legal, LLC, and Thomas
H. Kovach, Esq., at Thorp Reed & Armstrong, LLP, serve as the
Debtor's counsel.  Olshan Frome & Wolosky, LLP, is the Debtor'
general bankruptcy counsel.  Epiq Bankruptcy Solutions, LLC, is
the Debtor's claims and noticing agent.  Clear Thinking Group,
LLC, serves as the Debtor's restructuring agent.

The Debtor disclosed $32,372,123 in assets and $53,908,778 in
liabilities as of the Chapter 11 filing.  The Petition was signed
by Lee Diercks, chief restructuring officer.

Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven
members to the Official Committee of Unsecured Creditors.

The reorganization of the Debtor is being financed with a
$16 million loan provided by Salus Capital Partners LLC, owed
$9.3 million on a prepetition revolving credit.


NATIONAL ENVELOPE: Meyer Wants Settlement Order Scrapped
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that FC Meyer Packaging LLC, a supplier to National
Envelope, filed papers on Aug. 2 beseeching the bankruptcy judge
to reconsider approval he gave last month to a global settlement
permitting a sale of National Envelope.

According to the report, Meyer believes the settlement will
prevent payment for the goods it shipped within 20 days of Chapter
11 that should be paid in full under a provision of the U.S.
Bankruptcy Code.  Meyer contends the parties used the mechanic of
a settlement and post-bankruptcy financing to rewrite bankruptcy
law to their liking.  Meyer's motion comes to court for argument
at an Aug. 23 hearing.

Formally named NE Opco Inc., National Envelope announced the
settlement on July 12 that was court-approved one week later.  The
settlement creates a trust intended to have some payment for
unsecured creditors.

                    About National Envelope

National Envelope is the largest privately-help manufacturer of
envelopes in North America.  Headquartered in Frisco, Texas,
National Envelope has eight plants and 15 percent of the envelope
market.  Revenue of $427 million in 2012 resulted in a $60.1
million net loss, continuing an unbroken string of losses since
2007.

NE OPCO, Inc., doing business as National Envelope, along with
affiliate NEV Credit Holdings, Inc., filed petitions seeking
relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del.
Lead Case No. 13-11483) on June 10, 2013.

The company disclosed liabilities including $148.4 million in
secured debt, with $37.5 million owing on a revolving credit and
$15.6 million on a secured term loan.  There is a $55.7 million
second-lien debt 82 percent held by a Gores Group LLC affiliate.

National Envelope, then known as NEC Holdings Corp., first sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 10-11890) on
June 10, 2010.  The business was bought by Gores Group LLC for
$208 million in a bankruptcy sale.

National Envelope, through NE OPCO, has returned to bankruptcy to
pursue a plan of reorganization or sell the assets as a going
concern via 11 U.S.C. Sec. 363.  The Debtor plans to facilitate a
sale of the business with publicly traded competitor Cenveo Inc.

In the new Chapter 11 case, the company has tapped the law firm
Richards, Layton & Finger as counsel, PricewaterhouseCoopers LLP
as financial adviser, and Epiq Bankruptcy Solutions as claims and
notice agent.

The Gores Group is represented by Weil, Gotshal and Manges LLP and
Lowenstein Landler LLP.  Salus Capital Partners, the DIP agent, is
represented by Choate, Hall & Stewart LLP and Morris Nichols Arsht
& Tunnell LLP.   Wells Fargo Capital Finance, LLC, the prepetition
senior agent, is represented by Goldberg Kohn Ltd and DLA Piper.


NEWLEAD HOLDINGS: NASDAQ Accepts Listing Compliance Plan
--------------------------------------------------------
NewLead Holdings Ltd. on Aug. 8 disclosed that the NASDAQ Stock
Market LLC has accepted the Company's plan to regain compliance
with NASDAQ Listing Rule 5250(c)(1) which will permit the
continued listing of the Company's common stock on the NASDAQ
Global Select Market.

As previously reported, on May 16, 2013 the Company received a
letter from NASDAQ stating that the Company was not in compliance
with the Rule because the Company did not timely file its Annual
Report on Form 20-F for the year ended December 31, 2012.  As a
result of the violation of the Rule, the NASDAQ letter stated that
the Company had until July 15, 2013 to submit a plan to regain
compliance.

On July 10, 2013, the Company submitted to NASDAQ a plan to regain
compliance with the Rule.  After reviewing the Company's plan to
regain compliance, NASDAQ granted an exception to enable the
Company to regain compliance with the Rule.  Under the terms of
the exception, the Company must file its Form 20-F on or before
September 2, 2013.  NASDAQ has advised the Company that a failure
to file the Form 20-F within the extension period granted will
result in a notice of delisting of the Company's common stock.

                   About NewLead Holdings Ltd.

NewLead Holdings Ltd. -- http://www.newleadholdings.com-- is an
international, vertically integrated shipping company that owns
and manages product tankers and dry bulk vessels.  NewLead
currently controls 22 vessels, including six double-hull product
tankers and 16 dry bulk vessels of which two are newbuildings. N
ewLead's common shares are traded under the symbol "NEWL" on the
NASDAQ Global Select Market.

PricewaterhouseCoopers S.A. in Athens, Greece, said in a May 15,
2012, audit report NewLead Holdings Ltd. has incurred a net loss,
has negative cash flows from operations, negative working
capital, an accumulated deficit and has defaulted under its
credit facility agreements resulting in all of its debt being
reclassified to current liabilities.  These raise substantial
doubt about its ability to continue as a going concern, PwC said.

Newlead Holdings's balance sheet balance sheet at June 30, 2012,
showed US$111.28 million in total assets, US$299.37 million in
total liabilities and a US$188.08 million total shareholders'
deficit.


NEXTRACTION ENERGY: Enters Into Loan Amendment with Tallin
----------------------------------------------------------
Nextraction Energy Corp. on Aug. 2 disclosed that it has entered
into an amending agreement to extend the principal repayment of
its non-revolving term loan facility with Tallinn Capital
Mezzanine Limited Partnership.  Tallinn has agreed to waive
monthly net sales production minimum requirement and minimum
current ratio requirements which the Company had been in default
of until September 30, 2013.  Furthermore, subject to the
debentures proposed to be offered pursuant to the Company's
recently announced proposed short form prospectus offering being
subordinated and postponed to the Loan Facility on terms
acceptable to Tallinn, the successful completion of the Offering
and the Company not otherwise being in default under the Loan
Facility, Tallinn has also agreed to waive requirements to repay
the Loan Facility from proceeds of the Offering beyond the first
$2 million of the principal amount owing under the Loan Facility
on the earlier of September 30, 2013 or the closing of the
Offering.

                  About Nextraction Energy Corp.

Nextraction Energy Corp. is a Canadian junior oil and natural gas
company engaged in the exploration and development of oil and
natural gas resources in the Western Canadian Basin.  The
Company's model is the "next round of extraction on known plays."
Nextraction targets oil focused projects along trends with known
reserves that provide low risk, high return development
opportunities in both conventional and unconventional resource
projects.


NNN 3500: Can Employ Andrews Kurth as Lead Counsel
--------------------------------------------------
On July 31, 2013, the U.S. Bankruptcy Court for the Northern
District of Texas authorized NNN 3500 Maple 26, LLC, to employ
Andrews Kurth LLP as lead bankruptcy counsel for the Debtor,
effective as of May 28, 2013.

The services to be rendered by AK are:

(a) AK will advise the Debtor with respect to its powers and
duties as debtor in possession in the continued operations of its
business and management of its property;

(b) AK will take all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on behalf of
the Debtor, the defense of any actions commenced against the
Debtor, the negotiation of disputes in which the Debtor is
involved, and the preparation of objections to claims filed
against the estate;

(c) AK will prepare on behalf of the Debtor, as debtor in
possession, all necessary motions, applications, answers, orders,
reports, and papers in connection with, and required for, the
orderly administration of the estate;

(d) AK will negotiate and document any transactions relating to
the sale or disposition of any assets of the Debtor;

(e) AK will work on any amendments to, and approval of the
Debtor's disclosure statement, plan of reorganization and all
related documents; and

(f) AK will perform any and all other legal services for the
Debtor in connection with its Chapter 11 case that the Debtor
determines are necessary and appropriate.

The hourly billing rates at AK range from approximately $265 to
$1,090 for attorneys and from $210 to $330 for paralegals.  The
professional at AK primarily responsible for this matter will be
Michelle V. Larson whose hourly rate is $600.  However, for
purposes of this representation, Ms. Larson's hourly rate will be
$450.

Andrews and Kurth may be reached at:

     Michelle V. Larson, Esq.
     Andrews Kurth LLP
     1717 Main Street, Suite 3700
     Dallas, TX 75201
     Tel: (214) 659-4400
     Fax: (214) 659-4401
     E-mail: michellelarson@andrewskurth.com

                          About NNN 3500

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

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

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


NNN 3500: Appeals Lift Stay Order with U.S. District Court
----------------------------------------------------------
NNN 3500 Maple 26, LLC, in a Notice of Appeal to the United States
District Court for the Northern District of Texas, appeals from
the (1) Order on Motion to Dismiss Case and Motion for Relief from
The Automatic Stay [Docket No. 162} (the ?Lift Stay Order?) and
(2) Order Denying Debtor's Motion to Alter or Amend, or
Alternatively, for Relief from the Court's May 20, 2013 Order on
Motion to Dismiss Case [Docket No. 175] (the ?Reconsideration
Order?) of the U.S. Bankruptcy Court for the Northern District of
Texas, entered by the Bankruptcy Court respectively on May 20,
2013, and on July 19, 2013.

As reported in the TCR on July 31, 2013, the U.S. Bankruptcy Court
for the Northern District of Texas denied the Debtor's motion to
alter or amend, or alternatively, for relief from the Court's
May 20, 2013 order.  The Court's May 20 order denied CWCapital
Asset Management's motion to dismiss case but granted CWCapital
Asset Management's motion for relief from the automatic stay.

In the July 19 order, the Court said that the Debtor's First
Amended Plan of Reorganization filed on June 3, 2013, does not
resolve the issues discussed in the Court's order entered on
May 20, 2013.  First, there is no equity in the property.  Second,
there is no realistic chance the Amended Plan will be confirmed.
Thus, the Debtor's Motion for Reconsideration is denied.

                          About NNN 3500

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

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

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


NORTHERN BEEF: Cash Cash Collateral Hearing on Aug. 8
-----------------------------------------------------
On July 31, 2013, the U.S. Bankruptcy Court approved Debtor
Northern Beef Packers Limited Partnership's oral motion to
continue the hearing on its motion to use cash collateral to
Aug. 8, 2013, at 9:00 a.m.

Any hearing on the Debtor's application to employ Lincoln Partners
Advisors LLC as Financial Advisor will be set for the same date
and time and will be heard first.

Northern Beef Packers Limited Partnership, which operates a beef
processing facility that opened in October 2012, filed for
Chapter 11 relief (Bankr. D.S.D. Case No. 13-10118) on July 19,
2013.  Karl Wagner signed the petition as chief financial officer.
Judge Charles L. Nail, Jr., presides over the case.  The Debtor
estimated assets of at least $50 million and debts of at least
$10 million.  James M. Cremer, Esq., at Bantz, Gosch, & Cremer,
L.L.C., serves at the Debtor's counsel.


NORTHEAST WIND: S&P Assigns 'B+' CCR & Rates $325MM Loan 'BB-'
--------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
corporate credit rating to Northeast Wind Capital II LLC (NWC II).

At the same time, S&P assigned a preliminary 'BB-' issue rating
and a preliminary '2' recovery rating to NWC II's proposed $325
million first-lien term loan B facility due 2020.  The outlook is
stable.

"The ratings reflect our view of the company's 'fair' business
risk profile, which is underpinned by the company's strong
presence as a wind generation developer and producer in Maine, New
York, and Vermont," said Standard & Poor's credit analyst Jeong-A
Kim.

The stable outlook reflects S&P anticipation of stable cash flows
from existing contracts combined with continued high leverage as
the facility replaces amortizing debt at the project level.


NORTHERN BEEF PACKERS: White Oak Wants Quick Sale of Beef Plant
---------------------------------------------------------------
Dirk Lammers, writing for The Associated Press, reports that White
Oak Global Advisors, an investment company that loaned Northern
Beef Packers $35 million in September says the Company has no cash
and a quick sale is needed to preserve the value of the beef
processing facility.  According to the report, in a memo filed
Wednesday, White Oak Global Advisors' attorney Roger Damgaard
said the plant needs money to pay security guards and a skeleton
staff of essential employees and assist with the bankruptcy case.

The report notes the bankruptcy court in Sioux Falls will look at
the company's plan to obtain credit to move forward with a sale or
restructuring during a hearing scheduled for Thursday morning,
Aug. 8.

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


NORTHLAND RESOURCES: Completes Registration of Warrants & Bonds
---------------------------------------------------------------
Northland Resources S.A. on Aug. 7 disclosed that it has completed
registration of Warrants and the Second Lien Convertible Bonds in
the Norwegian Central Securities Registry.

As previously disclosed, Northland has issued a new first lien USD
335 million bond loan.  The subscribers of the First Lien Bond
have received warrants, which will be exercisable for an aggregate
of 83,592,299 new shares of NRSA (following implementation of a
reverse share split in respect of NRSA's share capital, which is
expected to take place by the end of August 2013 but subject to
anti-dilution rights).  The warrants have now been registered in
the Norwegian Central Securities Depository (Verdipapirsentralen).
The issuance of new shares upon exercise of warrants will take
place at the end of each month in which warrants are exercised.
The warrants are expected to be listed on the Oslo Stock Exchange
as soon as a listing prospectus has been approved by the CSSF in
Luxembourg.

In order to receive shares upon exercise of warrants at the end of
August, an exercise notice must be received by the Company by
August 26, 2013.  The exercise notice and the full terms and
conditions for the warrants have been published on Northland's
website at:
http://northland.eu/en-us/investor-relations/current-transaction

Northland also disclosed that registration of the Second Lien
Convertible Bonds has now been completed in the Norwegian Central
Securities Depository.  The Second Lien Convertible Bonds will
continue to trade on the Oslo Stock Exchange under the same ISIN
but with Northland Resources S.A. being the issuer as set out
below:

        --  ISIN: NO 001 063613.7 - 4% Northland Resources S.A.
Second Lien Bond Issue 2013/2020 (NOK 466,593,297).
        --  ISIN: NO 001 063619.4 - 4% Northland Resources S.A.
Second Lien Bond Issue 2013/2020 (USD 294,156,660).

Please note that the bonds previously represented by ISIN: NO 001
066799.1 - 12.25% Senior Secured Loan (USD 20,000,000) have been
consolidated into the bonds represented by ISIN: NO 001 063619.4.

Northland is a producer of iron ore concentrate, with a portfolio
of production, development and exploration mines and projects in
northern Sweden and Finland.  The first construction phase of the
Kaunisvaara project is complete and production ramp-up started in
November 2012.  The Company expects to produce high-grade, high-
quality magnetite iron concentrate in Kaunisvaara, Sweden, where
the Company expects to exploit two magnetite iron ore deposits,
Tapuli and Sahavaara.  Northland has entered into off-take
contracts with three partners for the entire production from the
Kaunisvaara project over the next seven to ten years.  The Company
is also preparing a Definitive Feasibility Study ("DFS") for its
Hannukainen Iron Oxide Copper Gold ("IOCG") project in Kolari,
northern Finland and for the Pellivuoma deposit, which is located
15 km from the Kaunisvaara processing plant.

                          About Northland

Headquartered in Luxembourg, Northland Resources S.A. is a
producer of iron ore concentrate, with a portfolio of production,
development and exploration mines and projects in northern Sweden
and Finland.  The first construction phase of the Kaunisvaara
project is complete and production ramp-up started in November
2012.  The Company expects to produce high-grade, high-quality
magnetite iron concentrate in Kaunisvaara, Sweden, where the
Company expects to exploit two magnetite iron ore deposits,
Tapuli and Sahavaara.  Northland has entered into off-take
contracts with three partners for the entire production from the
Kaunisvaara project over the next seven to ten years.  The
Company is also preparing a Definitive Feasibility Study for its
Hannukainen Iron Oxide Copper Gold project in Kolari, northern
Finland and for the Pellivuoma deposit, which is located 15 km
from the Kaunisvaara processing plant.

As reported by the Troubled Company Reporter on July 15, 2013,
Peter Pernlof, Acting CEO and COO of Northland Resources S.A.,
disclosed that the Lulea District Court approved on July 12 the
reorganization plan for the Company's Swedish subsidiaries.
As previously disclosed, the Lulea District Court held
composition proceedings on July 12 in connection with the
reorganization of companies Northland Resources AB (publ),
Northland Sweden AB and Northland Logistics AB.  During the
proceedings the companies' creditors approved the terms of the
proposed composition.  The District Court held in accordance with
this and approved the reorganization plan and composition.
Norwegian subsidiary Northland Logistics AS is not going through
formal reorganization, but has previously agreed with all of its
creditors on a payment plan identical to that of the other
subsidiaries.

                         *     *     *

As reported by the Troubled Company Reporter-Europe on April 1,
2013, Moody's Investors Service affirmed the Caa3 corporate
family rating and bond rating of Northland Resources AB.
Concurrently, Moody's has applied the 'limited default' ('/LD')
indicator to the company's Ca-PD probability of default rating
(PDR), to reflect the recently missed interest payment on its
outstanding notes, which the rating agency considers a default
according to its definition of default.  As a result, Moody's PDR
for Northland has been affirmed at Ca-PD/LD.  In addition, the
outlook on all ratings remains negative.


NXT CAPITAL: Moody's Assigns 'B2' Rating to New $150MM Notes
------------------------------------------------------------
Moody's Investors Service assigned a corporate family rating of B2
to NXT Capital, Inc. and a B2 rating to its proposed $150 million
senior secured term loan. The outlook for the ratings is stable.

Rationale:

NXT's B2 corporate family rating reflects its modest but growing
presence in US middle market lending, experienced management, and
currently strong capital position and diversified funding sources.
Credit concerns include NXT's limited operating history, and
Moody's expectation that the firm's rapid growth over the past
three years will continue over the intermediate term. Additional
constraints include NXT's reliance on secured funding and
competitive disadvantages versus more established finance
companies and regional banks.

Since its founding in 2010 through May 31, 2013, NXT originated
$5.2 billion in middle market and commercial real estate loans.
NXT's business proposition is based on the expertise and prior
operating experience of management in the commercial finance
segments that NXT serves and the company's network of
relationships with transaction sponsors and other financial
institutions from which it sources new lending opportunities.
Considering its rapid expansion in a competitive market, as well
as its capital and funding resources and management experience,
Moody's considers NXT to have modest but sustainable franchise
positioning in mid-market commercial finance. However, the firm's
limited track record of performance, high rate of growth, and
continued growth aspirations are constraints on its credit
profile.

In its brief history, NXT has recorded one loan write-off of $1.6
million and at May 31 had no non-accrual loans. In Moody's view,
this performance is partially a reflection of low portfolio
seasoning as well as loan vintages originated in the post-
recessionary environment. Though NXT's credit risk appetite
appears to be appropriately measured based on its target
underwriting parameters, there is uncertainty regarding asset
quality performance of the firm's portfolio as it progressively
seasons over coming periods.

NXT currently has ample capital, but Moody's expects that the
firm's leverage will increase to a level more comparable with non-
bank peers as it deploys capital towards portfolio growth. Higher
trending leverage in concert with growth and portfolio seasoning
amid still tenuous economic conditions and heightened competition
increases the performance risks at the company, in Moody's view.

By employing multiple long-term funding sources, NXT has
relatively low near-term refinancing risk. The firm maintains a
good liquidity position, based on committed availability under
credit facilities, undrawn equity commitments, and unrestricted
cash. NXT manages funds for third-party investors that provide
additional funding capacity for its loan originations. However,
NXT has encumbered almost all earning assets, which reduces
financial flexibility.

Constraining NXT's credit profile is the intensifying competitive
environment for middle market loans. Strong competition and
limited loan demand are pressuring pricing and credit underwriting
parameters, which could affect the inherent quality of newer loan
origination vintages. Additionally, many of NXT's competitors have
better funding access, stronger business positioning, and lower
funding costs.

The B2 rating assigned to NXT's senior secured term loan reflects
its priority in the firm's capital structure as well as the
coverage provided by a collateral pledge.

NXT's stable rating outlook incorporates Moody's expectations
concerning the firm's growth, asset diversification, and funding
and capital profiles.

NXT's ratings could be upgraded if the company records solid asset
quality and operating performance as its portfolio seasons over
the intermediate term, while maintaining solid liquidity and
capital buffers. Ratings could be pressured by an unexpected
deterioration in asset quality performance and profitability, a
decrease in liquidity runway, higher than anticipated leverage, or
a rate of growth that materially exceeds Moody's current
expectations.

NXT, with total assets of $2.2 billion at May 31, 2013, is a
provider of financing to US middle market and emerging growth
companies, as well as commercial real estate investors.

The principal methodology used in this rating was Finance Company
Global Rating Methodology published in March 2012.


ONCURE HOLDINGS: RTS Expects to Complete Acquisition by October
---------------------------------------------------------------
Radiation Therapy Services Holdings, Inc. on Aug. 7 disclosed that
in June, the Company entered into a "stalking horse" investment
agreement to acquire OnCure Holdings, Inc. upon effectiveness of
its plan of reorganization under Chapter 11 of the U.S. Bankruptcy
Code for approximately $125.0 million, including $42.5 million in
cash (plus covering certain expenses and subject to working
capital adjustments) and up to $82.5 million in assumed debt.
OnCure currently provides services to a network of 11 medical
groups that treat cancer patients at its 34 radiation oncology
treatment centers, making it one of the largest strategically
located networks of radiation oncology service providers.  The
Company believes the acquisition will broaden and deepen its
ability to provide world-class treatment to patients and establish
its integrated cancer care model in key markets across the United
States.  The investment agreement constitutes a lead or "stalking
horse" bid in a sale process being conducted in conjunction with
OnCure's reorganization.  As such, the acquisition of OnCure by
the Company remains subject to approval by the United States
Bankruptcy Court for the District of Delaware and a subsequent
auction process in which other interested buyers may submit
competing bids for OnCure.  Completion of the transaction, which
is expected to occur prior to the end of October 2013, remains
subject to competing offers, approval by the United States
Bankruptcy Court, and customary closing conditions.

The disclosure was made in Radiation Therapy's earnings release
for the second quarter ending June 30, 2013, a copy of which is
available for free at http://is.gd/XQg1oZ

                      About OnCure Holdings

Headquartered in Englewood, Colorado, OnCure Holdings, Inc. --
http://www.oncure.com/-- provides management services and
facilities to oncology physician groups throughout the country.

OnCure Holdings and its affiliates filed Chapter 11 bankruptcy
petitions (Bankr. D. Del. Case Nos. 13-11540 to 13-11562) in
Wilmington on June 14, 2013.  Bradford C. Burkett signed the
petition as CEO.

On the Petition Date, the Debtors disclosed total assets of
$179,327,000 and total debts of $250,379,000.  There's at least
$15 million owing on a first-lien term loan facility, as well as
$210 million on prepetition secured notes.

Paul E. Harner, Esq., and Keith A. Simon, Esq., at Latham &
Watkins LLP, in New York, serve as the Debtors' lead bankruptcy
counsel.  Daniel J. DeFranceschi, Esq., at Richards, Layton &
Finger P.A., in Wilmington, Delaware, serves as the Debtors' local
Delaware counsel.  Kurtzman Carson Consultants is the claims and
notice agent.  Match Point Partners LLC provides management
services to OnCure.

The Debtors have signed a deal to sell the business to Radiation
Therapy Services Holdings Inc. for $125 million, absent higher and
better offers. RTS's offer comprises $42.5 million in cash (plus
covering certain expenses and subject to certain working capital
adjustments) and up to $82.5 million in assumed debt.  Secured
noteholders are supporting the RTS deal.

Millstein & Co., Kirkland & Ellis LLP, Alvarez & Marsal and
Deloitte advise Radiation Therapy in connection with the
transaction.

Promptly before the bankruptcy filing, the Debtors entered into a
restructuring support agreement with the members of an ad hoc
committee of its secured notes, constituting 100% of the lenders
under the first lien term loan credit agreement and approximately
73% of the secured notes, pursuant to which they have agreed to
support a stand-alone restructuring of the Debtors, subject to an
auction process for a sale of substantially all of the Debtors'
assets or the equity of the reorganized Debtors pursuant to a
chapter 11 plan.

Roberta A. DeAngelis, U.S. Trustee for Region 3 notified the Court
that she was unable to appoint an official committee of unsecured
creditors due to insufficient response from creditors.


OTELCO INC: Reports $5.1-Mil. Operating Income in 2Q 2013
---------------------------------------------------------
Otelco Inc. on Aug. 7 reported results for its second quarter
ended June 30, 2013. Key highlights for Otelco include:

-- Total revenues of $19.7 million for second quarter 2013.

-- Operating income of $5.1 million for second quarter 2013.

-- Adjusted EBITDA of $8.4 million for second quarter 2013.

"Second quarter 2013 results produced Adjusted EBITDA of $8.4
million and featured an improvement of 1.1% in our Adjusted EBITDA
margin when compared to the first quarter," said Mike Weaver,
President and Chief Executive Officer of Otelco.  "This quarter,
we invested $0.8 million in capital equipment and expect to
increase our capital expenditures over the course of the year for
a total investment of approximately $7.0 million for 2013.

"We emerged from bankruptcy on May 24 and our new Class A shares
began trading on the NASDAQ Global Market on the next trading day
under our new symbol OTEL," added Mr. Weaver.  "As part of our
reorganization plan, we reduced the outstanding balance on the
senior debt by $28.7 million, refinancing the balance of $133.3
million through a new maturity date of April 30, 2016. In addition
to the renewal of the senior debt, we have a $5 million revolving
line of credit.  The 13% senior subordinated notes were cancelled
and exchanged for shares of our new Class A common stock.  The
payment on the senior debt and the cancellation of the senior
subordinated notes resulted in a 50.6% reduction in total debt
from $271.0 million to $133.3 million.

"After the principal payment on the senior debt and reflecting
payment of the reorganization and loan cost fees associated with
the restructuring transaction, we ended the quarter with $11.1
million in cash on hand.  We are pleased the restructuring process
has been completed and believe the 50% reduction in debt and
corresponding lower interest cost makes us a stronger company,"
Mr. Weaver concluded.

Financial Discussion for Second Quarter 2013 (unaudited):

Revenue

Total revenues of $19.7 million decreased 20.4% in the three
months ended June 30, 2013, when compared to the three months
ended June 30, 2012.  The expiration of the Time Warner Cable
("TWC") contract at the end of 2012 was the primary reason for the
decrease in 2013, accounting for 55% of the total revenue decline.

Local services revenue decreased 29.5% in the second quarter of
2013 to $8.0 million from $11.4 million in the second quarter
ended June 30, 2012.  TWC revenue decreased $2.8 million and the
decline in RLEC voice access lines, including reductions in
intrastate calling revenue associated with the FCC's InterCarrier
Compensation order, decreased $1.1 million.  These declines were
partially offset by $0.5 million in one-time settlements.  Network
access revenue decreased 23.1% in the second quarter of 2013 to
$5.8 million from $7.5 million in the quarter ended June 30, 2012.
TWC related access revenue declined $0.9 million.  End user
related access revenue, net of payments from the new Connect
America Fund, decreased $0.8 million, reflecting reduced
subscriber usage and lower intrastate calling revenue associated
with the FCC's InterCarrier Compensation order.  Cable television
revenue in the three months ended June 30, 2013 decreased 6.0% to
just under $0.8 million compared to just over $0.8 million in the
same period in 2012.  Loss of basic cable subscribers was only
partially offset by increased IPTV and security services revenue
in our Alabama territory.  Internet revenue for the second quarter
2013 decreased 0.6% to just under $3.7 million from just over $3.7
million in the quarter ended June 30, 2012.  The decline in dial-
up internet services and one-time Missouri fiber revenue in 2012
accounted for the decrease.  Transport services revenue increased
9.9% to $1.4 million in the three months ended June 30, 2013 from
$1.3 million for the three months ended June 30, 2012.  The
increase was associated with additional wide-area network and
wholesale transport services.

Operating Expenses

Operating expenses in the three months ended June 30, 2013
decreased 27.8% to $14.5 million from $20.2 million in the three
months ended June 30, 2012.  Cost of services decreased 16.2% to
$8.9 million from $10.6 million for the three months ended June
30, 2012.  Costs associated with TWC decreased $0.7 million and
network efficiencies reflecting lower toll and employee expenses
contributed to an additional reduction of $1.0 million.  Selling,
general and administrative expenses decreased 36.0% to $2.3
million in the three months ended June 30, 2013, from $3.6 million
in the three months ended June 30, 2012.  The decrease included
$0.5 million in operational efficiencies in several areas from
continued cost control; $0.1 million in lower property taxes; and
$0.4 million from the settlement of disputed charges, partially
offset by an increase of $0.1 million in insurance costs.
Reorganization expenses are excluded as operating expenses for
2013 and are included in selling, general and administrative
expenses in the amount of $0.4 million in 2012.  Depreciation and
amortization for second quarter 2013 decreased 44.0% to $3.3
million from $5.9 million in the second quarter 2012.  The
amortization of intangible assets associated with the TWC contract
decreased $1.7 million; other intangible assets decreased $0.4
million; RLEC and CLEC depreciation decreased $0.4 million; and a
telephone plant adjustment decreased $0.1 million.  There was no
impairment of goodwill or long-lived assets in second quarter 2013
compared to $152.6 million in the same period of 2012.

Interest Expense

Interest expense decreased 60.7% to $2.2 million in the quarter
ended June 30, 2013, from $5.7 million a year ago.  The decrease
in interest expense is associated with the exchange of the
Company's senior subordinated notes for new Class A common stock
during second quarter 2013 compared to interest paid on those
notes in the same period of 2012.

Reorganization Items

Separate classification of reorganization items began in first
quarter 2013 when the Company filed the Reorganization Cases.  All
reorganization expenses prior to that period are reflected in
selling, general and administrative expenses.  The Company
expensed approximately $2.5 million during the second quarter of
2013 associated with our balance sheet restructuring process with
no comparable expense in 2012 reflected as reorganization items.
In addition, the Company recognized $114.2 million in cancellation
of debt income associated with the exchange of our senior
subordinated notes and the accrued interest on those notes for new
Class A common stock during second quarter 2013.

Adjusted EBITDA

Adjusted EBITDA for the three months ended June 30, 2013 was $8.4
million compared to $10.8 million for the same period in 2012 and
$8.8 million in the first quarter of 2013.

Balance Sheet

As of June 30, 2013, the Company had cash and cash equivalents of
$11.1 million compared to $32.5 million at the end of 2012,
reflecting the Company's payment of $28.7 million on its long-term
notes payable.  The payment reduces the outstanding notes payable
balance to $133.3 million, including the current portion of $6.7
million.  The Company's senior credit facility was extended
through April 2016 and includes a $5.0 million undrawn revolver.
The Company's senior subordinated notes were exchanged for new
Class A common stock upon consummation of our approved
restructuring plan on May 24, 2013.  The Company does not meet the
technical requirements to utilize fresh-start accounting to
reflect the impacts of implementing its restructuring plan.

Capital Expenditures

Capital expenditures were $0.8 million for the quarter as the
Company continues to invest in its infrastructure.  The level of
capital expenditure reflects a planned slower start than in
previous years but is expected to lead to a similar level of
investment in infrastructure for 2013 as was experienced in 2012.

                         About Otelco Inc.

Oneonta, Alabama-based Otelco Inc. operates eleven rural local
exchange carriers ("RLECs") serving subscribers in north central
Alabama, central Maine, western Massachusetts, central Missouri,
western Vermont and southern West Virginia.

On March 24, 2013, the Company and each of its direct and indirect
subsidiaries filed voluntary petitions for reorganization under
Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-
10593) in order to effectuate their prepackaged Chapter 11 plan of
reorganization -- a plan that already has been accepted by 100% of
the Company's senior lenders, as well as holders of over 96% in
dollar amount of Otelco's senior subordinated notes who cast
ballots.  Otelco's restructuring plan will strengthen the Company
by deleveraging its balance sheet and reducing its overall
indebtedness by approximately $135 million.

The Company's restructuring counsel is Willkie Farr & Gallagher
LLP and its financial advisor is Evercore Partners.  The
restructuring counsel for the administrative agent for the senior
lenders is King & Spalding LLP and its financial advisor is FTI
Consulting.


OVERSEAS SHIPHOLDING: Facing SEC Probe Over Financial Restatement
-----------------------------------------------------------------
Patrick Fitzgerald and Peg Brickley, writing for The Wall Street
Journal, report that the Securities and Exchange Commission is
investigating Overseas Shipholding Group Inc. over the
international tax problems that caused the shipping company to
restate more than a decade's worth of earnings and to seek
bankruptcy protection.  The SEC is looking into the international
shipper's borrowing and accounting as far back as 2000. The
company recently said its own internal probe revealed that some 13
years of earnings will need to be restated, signaling there was
about a decade more of financial clean-up work necessary than had
previously been revealed.

The report says an SEC spokeswoman wouldn't confirm or deny the
existence of an investigation.  An Overseas Shipholding spokesman
said the company would have no further comment.

The report relates the SEC earlier this month subpoenaed Overseas
Shipholding for documents related to the transactions involving
its tax issues, according to papers filed in bankruptcy court.

                   About Overseas Shipholding

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

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

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

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


OVERSEAS SHIPHOLDING: Wants Plan Filing Exclusivity Until Nov. 30
-----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Overseas Shipholding Group Inc. filed papers last
week seeking a four-month extension until Nov. 30 of its exclusive
right to file a reorganization plan.  There will be a hearing on
Aug. 26 for the bankruptcy judge in Delaware to consider the
motion.

OSG is working on pro-forma financial statements that could be a
precursor to splitting off its U.S.-only fleet into a separate
company in connection with a Chapter 11 reorganization begun in
November.

In addition to the pro-forma financials, there are several other
hurdles to developing a plan, OSG said in its filing.  The company
needs to reduce the $400 million in claims filed following the
termination of unfavorable charter agreements.

There's also a $450 million claim from the Internal Revenue
Service.  OSG said it will "shortly" file restated financial
statements going back to 2000.  The announcement last year about
the need for a restatement was a factor precipitating the
bankruptcy.  There are also "thousands of asbestos-related claims"
that must be dealt with in a plan, OSG said.

In addition to being one of the world's largest publicly owned
transporters of crude oil and petroleum products, OSG has the
largest fleet of so-called Jones Act tankers, the only vessels
permitted to operate between U.S. ports.  Although the
world has an oversupply of tankers, OSG has an advantage because
surplus tankers can't be used to sail between U.S. ports unless
they were built in the U.S. and are manned by U.S. crews.

Given the market's perception of the value of the Jones Act
business, OSG is one of the few companies whose stock has risen
during bankruptcy. The price of OSG bonds also implies that
creditors could be paid in full, allowing stockholders to retain
some or all of the equity after bankruptcy.

At $1.13 the day of bankruptcy, the stock immediately fell to
about 60 cents. It started rising in March, reaching a post-
bankruptcy peak of $4.73 on July 19.  The shares closed on Aug. 2
at $3.95, unchanged in over the counter trading.

                   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.


PAPER RUSH: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Paper Rush Company, Inc.
          aka Paper Rush Co., Inc.
        2372 Jerrold Avenue
        San Francisco, CA 94124

Bankruptcy Case No.: 13-31771

Chapter 11 Petition Date: August 5, 2013

Court: U.S. Bankruptcy Court
       Northern District of California (San Francisco)

Judge: Hannah L. Blumenstiel

Debtor's Counsel: Lewis Phon, Esq.
                  LAW OFFICES OF LEWIS PHON
                  4040 Heaton Court
                  Antioch, CA 94509
                  Tel: (415) 574-5029
                  E-mail: lewisphon@att.net

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

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

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

The petition was signed by June Vanh, president.

Affiliate that simultaneously filed for Chapter 11:

        Debtor                     Case No.
        ------                     --------
June Wanh and Bill Vanh            13-bk-31770


PARKER PROPERTIES: Updated Case Summary & Creditors' Lists
----------------------------------------------------------
Lead Debtor: Parker Properties 1100
             3600 Scenic Drive
             Flower Mound, TX 75022

Bankruptcy Case No.: 13-41892

Chapter 11 Petition Date: August 3, 2013

Court: United States Bankruptcy Court
       Eastern District of Texas (Sherman)

Debtor's Counsel: Jonathan Lindley Howell, Esq.
                  MCCATHERN, PLLC
                  3710 Rawlins St., Suite 1600
                  Dallas, TX 75219
                  Tel: (214) 273-6409
                  Fax: (214) 741-4717
                  E-mail: jhowell@mccathernlaw.com

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

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

Affiliates that simultaneously filed separate Chapter 11
petitions:

   Debtor                              Case No.
   ------                              --------
Safe Parking, Ltd                      13-41893
  Assets: $1,000,001 to $10,000,000
  Debts: $0 to $50,000

The petitions were signed by Joseph Coleman McDowell, Jr., member
of smmramjcm, LLC, general partner.

A. A copy of Parker Properties' list of its 20 largest unsecured
creditors is available for free at
http://bankrupt.com/misc/txeb13-41892.pdf

B. A copy of Safe Parking's list of its six largest unsecured
creditors is available for free at
http://bankrupt.com/misc/txeb13-41893.pdf


PERSONALITY HOTELS: Appeals Court Says Guarantor Liable to Lender
-----------------------------------------------------------------
The Court of Appeals of California, First District, affirmed a
lower court judgment holding that Frank Lembi, et al.'s failure to
pay a $75.9 million loan obtained by Personality Hotels III, LLC
and Hotel Metropolis II, LLC, caused lender successor NYLIM Real
Estate Mezzanine Fund, L.P. damages and that the damages provision
was not unreasonable.

The breach of contract case is NYLIM REAL ESTATE MEZZANINE FUND
II, L.P., Plaintiff and Respondent, v. FRANK LEMBI, as Trustee,
etc., Defendant and Appellant, Case No. A135507.

In March 2007, Personality Hotels III, et al., loaned from Nomura
Credit & Capital, Inc., to finance the renovation of hotel
properties.  Frank Lembi, acting in his individual capacity and as
Trustee for the Olga Lembi Revocable Trust and his son, Walter
Lembi -- who were indirect owners of the Borrowers -- guaranteed
the Borrowers' indebtedness to Nomura.  NYLIM is the successor of
Nomura with respect to the loans.

The Borrowers subsequently defaulted on the loans and the
guarantors were called in to pay the costs, but to no avail.
Thus, NYLIM filed its breach of contract lawsuit.  The trial court
entered judgment against Mr. Lembi for $32.46 million in February
2012.

A copy of the Appeals Court's July 19, 2013 Decision is available
at http://is.gd/dFSGvUfrom Leagle.com.

                     About Personality Hotels

San Francisco, California-based Personality Hotels III, LLC, owned
Hotel Frank and Vertigo Hotel in San Francisco.  The Company filed
for Chapter 11 bankruptcy protection on March 10, 2010 (Bankr.
N.D. Calif. Case No. 10-30804) in an effort to avoid foreclosure
of its hotel operations.

Edward C. Singer, Esq., at Lemi Group Legal Department, assisted
the Company in its restructuring effort.  The Company listed $10
million  to $50 million in assets and $50 million to $100 million
in liabilities.

When investors failed to materialize to refinance the Company, the
case was converted into a Chapter 7 liquidation.   A bankruptcy
trustee was appointed to effectuate non-judicial foreclosure sales
of the hotels in May 2010.


PINETREE CAPITAL: Posts Net Loss in Q2; In Covenant Default
-----------------------------------------------------------
Pinetree Capital Ltd. on Aug. 8 reported unaudited financial
results for the three and six months ended June 30, 2013.

During the second quarter of fiscal 2013, Pinetree had a net loss
of $63 million, as compared to $116 million for the same quarter
last year.  Net loss generated was primarily the result of net
investment losses of $61 million in the quarter, comprised of $55
million in unrealized losses on investments and realized losses on
dispositions of investments of $6 million.  Loss per share was
$0.44, as compared to $0.85 per share in the three months ended
June 30, 2012.

For the six months ended June 30, 2013, Pinetree had a net loss of
$110 million, as compared to $121 million for the same period last
year.  Net loss generated was primarily the result of net
investment losses of $104 million in the current period, comprised
of $101 million in unrealized losses on investments and realized
losses on dispositions of investments of $3 million.  Loss per
share was $0.77, as compared to $0.88 per share in the six months
ended June 30, 2012.

As at June 30, 2013, total investments at fair value was $143
million, as compared to $270 million as at December 31, 2012, a
decrease of 47%.

Net asset value per share decreased 51% to $0.76 as at June 30,
2013, from $1.55 as at December 31, 2012.

As at June 30, 2013 and the date of this press release, Pinetree
was not in compliance with one of the debt covenants contained in
the convertible debenture indenture dated May 17, 2011, as
supplemented by the first supplemental indenture dated
December 11, 2012, which govern Pinetree's convertible debentures.
Pinetree is required to cure or obtain a waiver for the default by
September 13, 2013.

                          About Pinetree

Pinetree Capital Ltd. -- http://www.pinetreecapital.com-- is a
diversified investment and merchant banking firm focused on the
small cap market.  Pinetree's investments are primarily in the
resources sector: Precious Metals, Base Metals, Oil and Gas,
Potash, Lithium and Rare Earths, Uranium and Coal.  It was
incorporated under the laws of the Province of Ontario and its
shares are publicly-traded on the Toronto Stock Exchange ("TSX")
under the symbol "PNP".


PLAZA VILLAGE: Chapter 11 Case Dismissed
----------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
dismissed the Chapter 11 case of Plaza Village Senior Living, LLC
in an order dated July 18, 2013.

The ruling was handed down upon consideration of a dismissal
request made by unsecured creditor Pacific Horizon Mortgage
Investors I, LLC.

As reported in the June 7, 2013 edition of The Troubled Company
Reporter, Pacific Horizon Mortgage Investors I, LLC -- the only
unsecured creditor who is a non-insider -- sought dismissal of the
Debtor's case, stating that (1) Darryl Clubb, the Debtor's
managing member, did not have the authority to file the case; and
(2) the case was filed in bad faith.

Philip J. Giancinti, Jr., of Procopio, Cory, Hargreaves & Savitch,
LLP, appeared at the Dismissal Motion hearing on behalf of PHMI.

Kristin Mihelic, trial attorney for the U.S. Trustee also appeared
at the hearing.

Stephanie Warren, Esq., of McKenna, Long & Aldrich, LLP, appeared
on behalf of secured creditor Gershman Investment Corp. at the
court hearing.

                About Plaza Village Senior Living

Plaza Village Senior Living, LLC, filed a Chapter 11 petition
(Bankr. S.D. Cal. Case No. 13-02723) on March 19, 2013.

The Debtor owns the facility known as Plaza Village Senior Living,
consisting of 62 memory care beds, 32 assisted living beds and 14
independent living beds located at 950 L avenue, National City,
California.

Darryl Clubb signed the petition as managing member.  The Debtor
scheduled assets of $11,533,346 and scheduled liabilities of
$15,751,246.  Andrew H. Griffin, III, Esq., of Law Offices of
Andrew H. Griffin, III, serves as the Debtor's counsel.

On March 27, 2013, the bankruptcy case was transferred to the
calendar of Bankruptcy Judge Peter W. Bowie for all further
matters and hearings.

Tiffany L. Carroll, Acting U.S. Trustee for Region 15, informed
the Court that no committee of unsecured creditors has been
appointed because sufficient indications of willingness to serve
on the committee have not been received from eligible persons.


PMC MARKETING: Court Tosses Ch.7 Trustee Suit v. JTP Development
----------------------------------------------------------------
Bankruptcy Judge Brian K. Tester dismissed the adversary
complaint, Noreen Wiscovitch Rentas, as Chapter 7 Trustee of PMC
Marketing Corp., Plaintiff v. JTP Development, Defendants, Adv.
Proc. No. 12-00084, on failure of the plaintiff to serve summons
of the complaint on the defendant on two instances.  The judge
said that the plaintiff did not present evidence demonstrating
cause for her delay, and such delay based on pure neglect is not
consistent with substantial compliance.

A copy of the Bankruptcy Court's July 19, 2013 Opinion and Order
is available at http://is.gd/UWGSjDfrom Leagle.com.


POSITIVEID CORP: Holds 13% Equity Stake in Digital Angel
--------------------------------------------------------
In a Schedule 13G filing with the U.S. Securities and Exchange
Commission, PositiveID Corporation disclosed that as of July 11,
2013, it beneficially owned 1,199,540 shares of common stock of
Digital Angel Corporation representing 13 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/IeZpvA

                          About PositiveID

Delray Beach, Fla.-based PositiveID Corporation has historically
developed, marketed and sold RFID systems used for the
identification of people in the healthcare market.  Beginning in
early 2011, the Company has focused its strategy on the growth of
its HealthID business, including the continued development of its
GlucoChip, its Easy Check breath glucose detection device, its
iglucose wireless communication system, and potential strategic
acquisition opportunities of businesses that are complementary to
its HealthID business.

PositiveID incurred a net loss of $7.99 million on $0 of revenue
for the year ended Dec. 31, 2012, as compared with a net loss of
$16.48 million on $0 of revenue for the year ended Dec. 31, 2011.
The Company's balance sheet at March 31, 2013, showed $2.39
million in total assets, $6.78 million in total liabilities and a
$4.39 million total stockholders' deficit.

EisnerAmper 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
at Dec. 31, 2012, the Company has a working capital deficiency and
an accumulated deficit.  Additionally, the Company has incurred
operating losses since its inception and expects operating losses
to continue during 2013.  These conditions raise substantial doubt
about its ability to continue as a going concern.


PROSEP INC: Obtains Conditional Event Waiver for Subsidiaries
-------------------------------------------------------------
ProSep Inc. on Aug. 8 disclosed that at June 30, 2013 one of the
Company's wholly-owned subsidiaries was in breach of a covenant to
maintain financial ratios as well as a "clean-down" obligation,
whereby the facility is to be undrawn for a pre-determined period
time.  A conditional covenant waiver wherein the lender confirmed
that the breached covenant is not deemed to constitute an event of
default was obtained by the Company's subsidiary for the six-month
period ended June 30, 2013.  The Company also obtained an
extension by which the subsidiary has to start a clean-down by
October 1, 2013.

ProSep Inc. on Aug. 8 reported financial results for the three and
six-month periods ended June 30, 2013.

For the three-month period ended June 30, 2013, the Company
reported a net profit of $2.5 million ($0.12 per share), on the
realization of a gain on disposal of its investment in the South
Korean joint venture company ProSep Kolon.  This joint venture was
created at the end of 2010 and ProSep sold its interest in the
company during the start of the second quarter of 2013 for gross
proceeds of $5 million.  During the second quarter of last year,
the Company reported a net loss of $1.6 million (or $0.08 per
share).  Year-to-date, net profit amounts to $1.1 million (or
$0.05 per share), compared to a net loss of $3.1 million (or $0.15
per share) for the first six-months of last year.

At June 30, 2013, the Company had $1.9 million in cash compared to
$2.8 million in cash at December 31, 2012.

A copy of ProSep's earnings release for the three and six-month
periods ended June 30, 2013, is available for free at:

                       http://is.gd/6SFFV4

                          About ProSep

ProSep -- http://www.prosep.com-- is a technology-focused process
solutions provider to the upstream oil and gas industry.  ProSep
designs, develops, manufactures and commercializes technologies to
separate oil, water and gas generated by oil and gas production.


QBEX ELECTRONICS: Wants Plan Filing Deadline Extended to Sept. 27
-----------------------------------------------------------------
Qbex Electronics, Inc., et al., filed a third motion seeking
extension of exclusive plan filing deadline through Sept. 27,
2013, and exclusive plan solicitation deadline through Nov. 11,
2013.

The Debtors' current plan filing deadline is Aug. 30, 2013.

The Debtors inform the Court that since the entry of the Second
Exclusivity Order, they -- with the assistance of financial
advisors CBIZ MHM, LLC -- have worked diligently to liquidate
their non-core assets; identify and negotiate an exit financing
facility; develop financial projections and an associated business
plan for the Debors; and formulate a consensual Chapter 11 plan of
reorganization.

However, as significant progress has been made, a fair amount of
work remains to be completed, the Debtors aver.

The Bankruptcy Court is set to consider the Debtors' third
exclusivity request at an Aug. 13 hearing.

                    About QBEX Electronics

QBEX Electronics Corporation, Inc., based in Miami, Florida, and
its affiliates, Qbex Colombia, S.A., and Comercializadora De
Productos Tecnologicos CPT Colombia SAS, are manufacturers,
assemblers and distributors of personal computers, notebooks,
tablets and compatible accessories, marketed throughout Latin
America under the QBEX brand.

QBEX Electronics filed for Chapter 11 bankruptcy (Bankr. S.D. Fla.
Case No. 12-37551) on Nov. 15, 2012.  Judge Robert A. Mark
oversees the case.  Robert D. Peters, Esq., Robert A. Schatzman,
Esq., and Steven J. Solomon, Esq., at GrayRobinson, P.A., serve as
the Debtor's counsel.

QBEX scheduled assets of $11,027,058 and liabilities of
$8,246,385.  The petitions were signed by Jorge E. Alfonso,
president.

Qbex Colombia, S.A., also sought Chapter 11 protection (Bankr.
S.D. Fla. Case No. 12-37558) on Nov. 15, listing $433,627 in
assets and $5,792,217 in liabilities.

Glenn D. Moses, Esq., and Michael L. Schuster, Esq., at Genovese
Joblove & Battista, P.A., represent the Official Committee of
Unsecured Creditors.  The Committee tapped Marcum, LLP, as its
financial advisors.


RAPID-AMERICAN: Taps Fitzpatrick as Future Claimants Rep
--------------------------------------------------------
Rapid-American Corp. asks the U.S. Bankruptcy Court for permission
to appoint Lawrence Fitzpatrick as the Future Claimants'
Representative.

The Future Claimants' Representative will have standing under
section 1109(b) of the Bankruptcy Code to be heard as a party-in-
interest in all matters relating to the Debtor's chapter 11 case,
including, but not limited to, participation in the claims
objection, estimation and plan-negotiation processes, and shall
have such powers and duties of a committee as set forth in 11
U.S.C. Sec. 1103 as are appropriate for a Future Claimants'
Representative.

Mr. Fitzpatrick will be compensated at his hourly rate of $420,
subject to periodic adjustment, plus reimbursement of reasonable
expenses.

Hearing on the Debtor's Motion will be held Aug. 20, 2013 at 10:00
a.m. (prevailing Eastern Time).

Attorneys for the Debtor can be reached at:

         Chrystal A. Puleo, Esq.
         Paul M. Singer, Esq.
         REED SMITH LLP
         599 Lexington Avenue, 22nd Floor
         New York, NY 10022
         Tel: (212) 521-5400
         Fax: (212) 521-5450
         E-mail: cpuleo@reedsmith.com
                 psinger@reedsmith.com

                  About Rapid-American Corp.

Rapid-American Corp. filed for bankruptcy protection in Manhattan
(Bankr. S.D.N.Y. Case No. 13-10687) on March 8, 2013, to deal with
debt related to asbestos personal-injury claims.

New York-based Rapid-American was formerly a holding company with
subsidiaries primarily engaged in retail sales and consumer
products and was never engaged in an asbestos business of any
kind.  Through a series of merger transactions going back more
than 45 years, Rapid has nevertheless incurred successor liability
for personal injury claims arising from plaintiffs' exposure to
asbestos-containing products sold by The Philip Carey
Manufacturing Company -- Old Carey -- as that entity existed prior
to June 1, 1967.

Attorneys at Reed Smith LLP serve as counsel to the Debtor.

The Debtor disclosed assets in excess of $4,446,261 and unknown
liabilities.

The Official Committee of Unsecured Creditors retained Caplin &
Drysdale, Chartered, as counsel.


REALAUCTION.COM LLC: Software Developer Files After Judgment
------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Realauction.com LLC, a software developer, filed a
petition for Chapter 11 protection after being saddled with an
$8.1 million patent-infringement judgment.

The company develops and licenses software to conduct judicial and
nonjudicial foreclosures on the Internet.  The company generated
$6.4 million of revenue in 2012 and $4.6 million so far this year.
A secured lender is owed about $2.6 million.

According to the report, competitor Grant Street Group Inc., which
sued in 2009, won the $8.1 million award from a federal jury. Fort
Lauderdalebased Realauction has already filed papers to modify the
automatic stay in the case so it can try to overturn the judgment
or appeal.

Realauction.com LLC filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 13-28260) in Fort Lauderdale, Florida, on July 31, 2013.
Eyal Berger, Esq., and Catherine E Douglas, Esq., at Akerman
Senterfitt, P.A., in Fort Lauderdale, Florida, serves as counsel.
The Debtor estimated assets of $1 million to $10 million and
liabilities of $10 million to $50 million.


RESERVOIR EXPLORATION: ION Incurs $1.6 Mil. Losses on GeoRXT JV
---------------------------------------------------------------
ION Geophysical Corporation on Aug. 7 reported second quarter 2013
revenues of $120.9 million, a 15% increase from revenues of $105.2
million in second quarter 2012.  During the quarter, the Company
increased its legal accrual related to the WesternGeco legal
matter, resulting in a negative non-cash impact to its reported
results.  Including the legal accrual, ION reported a net loss of
$(71.1) million, or $(0.45) per diluted share, in the second
quarter.  Excluding the legal accrual, net income was $0.4
million, or $0.00 per diluted share, compared to net income of
$12.0 million, or $0.08 per diluted share, in second quarter 2012.

The Company disclosed that its second quarter operating results
were impacted by approximately $6 million of cost overruns on a
GeoVentures(R) project, a loss from the INOVA Geophysical joint
venture of $(4.7) million, and a loss from the GeoRXT joint
venture of $(1.6) million, collectively resulting in $(0.07)
impact to the Company's diluted earnings per share.  Adjusted
EBITDA was $31.8 million compared to $33.9 million in the second
quarter 2012.

Brian Hanson, the Company's President and Chief Executive Officer,
commented, "Overall, the first half of the year was challenging.
While our first half revenues were up 16%, our operating margins
were down due to cost overruns as we completed acquisition on our
first 3D marine program.  The pipeline of new venture programs
looks solid but is heavily weighted toward the back half of the
year. Once again, we are acquiring data in the Arctic, and our
land ResSCAN(TM) programs are gearing up this coming quarter.  As
a result, we have only spent about 25% of our planned 2013 Cap Ex
budget in the first half of the year. Our data processing business
again generated record revenues, driven by strong demand in
Europe, the Middle East and the Gulf of Mexico, and continued
demand for our broadband processing solution, WiBand(TM).  Our
systems and software businesses are being pressured by
consolidation in the towed steamer market and a reduction in
seabed contractors, with RXT's recent filing for bankruptcy.  We
expect to see modest improvements in these areas of our business
over the back half of the year."

The Company's equity investments include its 49% interest in INOVA
Geophysical and its 30% interest in GeoRXT.  The Company accounts
for its 49% interest in INOVA on a one fiscal quarter-lag basis.
As a result, the Company's share of INOVA's first quarter 2013
financial results is included in the Company's second quarter
results.

During the second quarter, the Company recognized losses on its
INOVA equity investment of $(4.7) million, compared to earnings of
$3.8 million for the prior year period, resulting primarily from a
61% decline in revenues.  This decline was attributable to a
reduction in vibrator truck sales and reduced revenues from rental
equipment.  Additionally, during the second quarter 2013, the
Company recorded losses on its GeoRXT equity investment of $(1.6)
million.

The disclosure was made in ION's earnings release for the second
of quarter 2013, a copy of which is available for free at:

                        http://is.gd/B5aHaO

                            About ION

ION Geophysical Corporation -- http://www.iongeo.com-- is a
provider of geophysical technology, services, and solutions for
the global oil & gas industry.  ION's offerings are designed to
allow E&P companies to obtain higher resolution images of the
subsurface to reduce the risk of exploration and reservoir
development, and to enable seismic contractors to acquire
geophysical data safely and efficiently.

                             About RXT

Norway-based Reservoir Exploration Technology ASA is the only
marine geophysical company specializing in multi component
seismic seafloor acquisition.

As reported by the Troubled Company Reporter-Europe on June 11,
2013, Reservoir Exploration Technology ASA on June 10 disclosed
that if a long-term solution has not been secured when the current
project west of Ireland is finalized, the board of RXT will file
for bankruptcy.


RESIDENTIAL CAPITAL: Enters Into Settlement Agreement with MBIA
---------------------------------------------------------------
MBIA Inc. on Aug. 7 disclosed that during the second quarter,
Ally Financial Inc., Residential Capital LLC, Residential Funding
Company, LLC, GMAC Mortgage, LLC and MBIA Corp., among other
parties, executed a term sheet and supplemental term sheet
agreeing to, among other things, a settlement amount of $796
million (based upon an estimate of estate values at the time of
the agreement, which are subject to change) to be paid to MBIA
Corp. as part of a proposed plan to resolve claims against Ally
Financial and RFC, GMAC and ResCap related to ineligible mortgage
loans in certain insured securitizations.  The settlement and
anticipated recoveries are consistent with the put-back recoveries
recorded by the Company.  The agreement will be implemented
through a plan of reorganization in ResCap's Chapter 11 cases,
subject to confirmation by the bankruptcy court.  The confirmation
hearing is currently scheduled for November 2013.  MBIA Corp.
expects to receive an initial distribution of funds in late 2013
or early 2014.  This anticipated timeline is subject to change
based on necessary disclosure approvals and required notices as
part of the plan confirmation process.  Furthermore, there can be
no assurance that the plan will ultimately be confirmed, or that
MBIA will receive its expected recoveries.

The disclosure was made in MBIA's earnings release for the second
quarter of 2013, a copy of which is available for free at:

                      http://is.gd/nOiEGr

                   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 LLC: Metavation Sale Approval Hearing Moved to Aug. 30
---------------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Brendan L. Shannon said
he would give the go-ahead Wednesday to the procedures for a
$25 million stalking horse sale by Revstone Industries LLC's
bankrupt affiliate Metavation LLC, but not on as tight a timetable
as the company would have liked.

According to the report, Judge Shannon extended the sale's
calendar, scheduling a sale approval hearing for Aug. 30, one week
after the date the company had requested, and also dealt
Metavation another minor setback by denying its motion to have the
case jointly administered.

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the Revstone Industries LLC official creditors'
committee -- along with the U.S. Trustee and the Pension Benefit
Guaranty Corp. -- is opposing a quick sale of Revstone's newly
bankrupt subsidiary Metavation LLC.

Metavation, which sought bankruptcy protection in July, filed
papers aimed at selling the business at an Aug. 21 hearing to Mark
IV LLC for some $25.1 million unless a better offer turns up at
auction.

According to the Bloomberg report, objections were filed in
advance of the Aug. 7 hearing for approval of sale procedures.
The U.S. Trustee contends the sale is taking place so quickly that
creditors cannot have "meaningful" participation.  The Justice
Department's bankruptcy watchdog argues that a quick sale is
required by lenders without sufficient regard for the interests of
other creditors.

The Bloomberg report adds that the Revstone committee wants
procedures modified so it has a role in decisions regarding the
sale.  The committee opposes a provision in the sale where Mark IV
would receive a $1 million cancellation fee if the sale isn't
completed because the PBGC doesn't give the buyer a release from
pension claims.

The PBGC, calling itself the largest unsecured creditor of
Metavation, likewise wants a role in the sale. The PBGC doesn't
want other bidders precluded from assuming some of Metavation's
pension liability.

Assuming the bankruptcy judge allows an auction to proceed, the
sale-approval hearing will be Aug. 21, a busy day in the life of
Revstone's bankruptcy.  At that hearing, the judge will decide
whether Revstone's plan and the committee's competing Chapter 11
plan can be sent to creditors for a vote.   At the hearing, the
Revstone committee will be seeking court permission to sue
Metavation for claims that Revstone has against its own
subsidiary.

           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.


RIGIN INC: Case Summary & 2 Unsecured Creditors
-----------------------------------------------
Debtor: Rigin, Inc.
          dba Azhar's Oriental Rugs
        1324 West Expressway 83
        McAllen, TX 78501

Bankruptcy Case No.: 13-20364

Chapter 11 Petition Date: August 5, 2013

Court: U.S. Bankruptcy Court
       Southern District of Texas (Corpus Christi)

Judge: Richard S. Schmidt

Debtor's Counsel: Shelby A. Jordan, Esq.
                  JORDAN HYDEN WOMBLE AND CULBRETH, P.C.
                  500 N. Shoreline, Suite 900 N
                  Corpus Christi, TX 78401
                  Tel: (361) 884-5678
                  Fax: (361) 888-5555
                  E-mail: ecf@jhwclaw.com

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

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

A copy of the Company's list of its largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/txsb13-20364.pdf

The petition was signed by Azhar Said, president.


RHODES MERGER: Moody's Assigns B3 CFR & Rates $533MM Term Loan B2
-----------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating
and a B3-PD Probability of Default Rating to Rhodes Merger Sub,
Inc., the acquirer of rue21, Inc. Moody's also assigned a B2
rating to the company's proposed $533 million Senior Secured Term
Loan B due 2020. The ratings outlook is stable.

On May 23, 2013, rue21 announced that it entered into a definitive
agreement to be acquired by funds managed by Apax Partners for
$42.00 per share in cash, with the transaction valued at
approximately $1.1 billion. The transaction is expected to close
in the third quarter of 2013, subject to approval by the majority
of the stockholders unaffiliated with the SKM II funds, which
collectively own approximately 30% of the outstanding shares of
rue21, as well as customary closing conditions.

The transaction is expected to be funded with proceeds from the
proposed $533 million term loan, $250 million of new senior
unsecured notes, and approximately $269 million of equity
contributed by the acquirers. The rating on the proposed term loan
is subject to completion of the transaction as proposed and review
of final documentation. Upon completion of the transaction, Rhodes
will merge with and into rue21, with rue21 being the surviving
entity and obligor under the proposed term loan.

The following ratings were assigned:

Rhodes Merger Sub, Inc.:

- Corporate Family Rating at B3

- Probability of Default Rating at B3-PD

- $533 million senior secured term loan due 2019 at B2 (LGD 3,
36%)

Ratings Rationale:

rue21's B3 Corporate Family Rating reflects the company's very
high financial leverage, with pro forma lease-adjusted debt-to-
EBITDA for the twelve months ended August 3, 2013 estimated to
approach 8.0 times. This level is indicative of an aggressive
financial policy, particularly when considering that recent
declining trends in same store sales could pressure earnings
growth and leverage improvement over the near-to-intermediate
term. Leverage is likely to remain very high throughout this
timeframe. The rating also reflects the company's small relative
scale in terms of revenue and the moderate degree of
differentiation within the highly competitive and fragmented 'fast
fashion' industry.

The B3 rating also considers rue21's track record of steady,
profitable growth through economic cycles, and the expectation for
material de-leveraging through continued profitable growth and
debt reduction. This should come from ongoing new store openings,
modest growth in same-store sales, store remodels and
reconfigurations, and an expansion of its men's category. rue21's
liquidity is good, supported by the expectation for positive free
cash flow and largely undrawn capacity under its proposed $150
million asset-based ("ABL") revolving credit facility due 2018.

The stable outlook reflects the expectation that current negative
trends in same store sales will stabilize in the near-term and the
company will maintain a good liquidity profile. Continued negative
same store sales in the second half of fiscal 2013 could lead to a
negative ratings outlook.

Ratings could be downgraded if it appears that negative trends in
same store sales will continue, leading to a deterioration in
liquidity, particularly if due to negative free cash flow. Credit
metrics include debt/EBITDA rising above 8.0 times and interest
coverage falling below one time.

Ratings could be upgraded if rue21 reduces leverage through
continued profitable growth while demonstrating the willingness
and ability to sustainably reduce debt and maintain debt/EBITDA
below 6.5 times and interest coverage about 1.5 times.

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

Headquartered in Warrendale, PA, rue21 is a value-focused retailer
of teen apparel, accessories and footwear. The company operated
918 stores in 47 states, and generated revenue in excess of $920
million for the twelve months ended May 4, 2013.


RURAL/METRO: Discloses Details of Reorganization Plan
-----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Rural/Metro Corp., acquired in 2011 in a leveraged
buyout by Warburg Pincus LLC, filed a Chapter 11 petition after
negotiating a reorganization where unsecured noteholders can
acquire all of the preferred stock and 70 percent of the common
stock in return for a $135 million equity contribution.

Debt includes $318.5 million on a secured term loan and $109
million on a revolving credit with Credit Suisse AG serving as
agent. There is $308 million owing on two issues of 10.125 percent
senior unsecured notes. The company didn't make an interest
payment due in July on the unsecured notes.  The bankruptcy will
be financed by a $75 million loan where $40 million is to be
provided on an interim basis.

The report relates that the plan, already negotiated with secured
creditors and unsecured noteholders, calls for reducing debt by
half. When the plan becomes effective, the secured notes will be
reduced by $50 million, and the unsecured notes will be exchanged
for all of the new common stock.

Some of the unsecured noteholders will make a $135 million equity
contribution to purchase new preferred stock having a 15 percent
dividend. The providers of the preferred stock will also be given
warrants exercisable at a nominal price to acquire 70 percent of
the common equity.  Unsecured creditors will have a pro rata share
of the new common stock along with noteholders.

The agreement laying out the reorganization requires filing the
formal Chapter 11 plan by Sept. 15. The explanatory disclosure
statement must be approved by Nov. 18, and the plan must be
approved in a confirmation order by Dec. 20.

                         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
(Bankr. D. Del. Lead Case No. 13-11952) on Aug. 4, 2013, in
Delaware with a plan to cut debt by 50 percent.

The Debtors tapped as lead bankruptcy counsel 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.


RURAL/METRO: S&P Cuts CCR & Sr. Secured Debt Rating to to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Rural/Metro Corp. to 'D' from 'SD', after the
company filed for Chapter 11 bankruptcy protection on Aug. 4,
2013.

"At the same time, we lowered our rating on senior secured debt to
'D' from 'CC' and affirmed the 'D' rating on the unsecured debt.
The recovery rating on the first-lien notes is '2', indicating our
expectation for substantial (70%-90%) recovery in the event of a
payment default, and '6' on the unsecured notes, indicating our
expectation for negligible (0% to 10%) recovery in the event of a
payment default," S&P said.

The downgrade follows Rural/Metro's filing for Chapter 11
bankruptcy protection under a prepackaged reorganization.


SAN BERNARDINO: City Union Reaches Deal Over Bankruptcy Plan
------------------------------------------------------------
Law360 reported that the city of San Bernardino told a California
bankruptcy judge on August 6 that it and the San Bernardino Public
Employees Association had reached a tentative deal under which the
city won't reject collective bargaining agreements and the union
won't oppose the bankruptcy protection.

According to the report, the parties told the judge that they
reached the tentative agreement over the terms and conditions of
the workers' employment July 31. Members of the SBPEA, a union
representing middle managers, ratified the deal the following day,
and the city council approved it August 5, Law360 said.

                    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.


SOUTHERN FILM: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Southern Film Extruders, Inc.
        2319 W. English Road
        High Point, NC 27262

Bankruptcy Case No.: 13-11026

Chapter 11 Petition Date: August 4, 2013

Court: United States Bankruptcy Court
       Middle District of North Carolina (Greensboro)

Debtor's Counsel: Charles M. Ivey, III, Esq.
                  IVEY, MCCLELLAN, GATTON, & TALCOTT, LLP
                  Suite 500, 100 S. Elm St.
                  Greensboro, NC 27401
                  Tel: (336) 274-4658
                  Fax: (336) 274-4540
                  E-mail: jlh@imgt-law.com

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

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

The petition was signed by John L. Barnes, Jr., vice president.

Debtor's List of 20 Largest Unsecured Creditors:

  Entity                   Nature of Claim        Claim Amount
  ------                   ---------------        ------------
Westlake Polymers LLC                             $4,959,638
PO Box 198240
Atlanta, GA 30384-8240

Exxon Mobil Chemical                              $908,312
Company
Dept. AT40161
Atlanta, GA 31192-0161

Chevron Phillips                                  $611,954
Chemical Company
4358 Collections
Center Drive
Chicago, IL 60693

Ampacet                                           $203,103
24426 Network Place
Chicago, IL 60673-1244

Best Logistics                                    $162,231

Sigma Extruding Corp.                             $155,303

Standridge Color Corp.                            $121,297

Colormasters                                      $92,976

Summer Industries                                 $81,485

Bradco Transportation                             $78,989

Entec Polymers, LLC                               $72,990

Blue Cross Blue                                   $72,102
Shield of NC

City of High Point                                $66,952

Discca                                            $59,786

Duke Energy                                       $51,910

Pallet One                                        $51,582

Guilford County                                   $46,565
Tax Dept.

Nexeo Solutions                                   $43,574

UPS Freight                                       $42,943

AAA Cooper Trans                                  $37,678


SCOTTSDALE VENETIAN: U.S. Trustee, Lender Oppose Plan Outline
-------------------------------------------------------------
Ilene J. Lashinsky, U.S. Trustee for the District of Arizona,
objects to the Disclosure Statement filed by Scottsdale Venetian
Village, LLC, citing among other things that the Debtor has failed
to attach cash flow projections for the life of the Plan of
Reorganization.

The U.S. Trustee is also of the nature and circumstances of Dave
Felder's work for and on behalf of the Debtor as broker.  He says
he is not aware of any employment application filed with the Court
for Mr. Feldman.

Moreover, the U.S. Trustee cites that the Debtor has been
delinquent in the filing of its June 2013 monthly operating report
-- which could be cause for conversion or dismissal of its case.

Patty Chan, trial attorney, represents the U.S. Trustee.

Secured lender First National Bank of Hutchinson also questions
the missing financial projections in the Disclosure Statement --
saying those are critical to the Plan's feasibility and should be
submitted before the Disclosure Statement can be considered and
approved.

The Disclosure Statement indicates that the Plan may be funded by
cash infusions from interest holders.  To this end, the Bank
asserts that additional detail should be provided regarding how
much additional capital will be contributed and where the funds
will come from.  Lastly, the Bank complains that the Disclosure
Statement lacks an adequate liquidation analysis.

Josh Kahn, Esq., and W. Scott Jenkins, Jr., of Ryley Carlock &
Applewhite, represent First National Bank of Hutchinson.

                   About Scottsdale Venetian

Scottsdale Venetian Village, LLC, operates the Days Hotel located
at 5101 N. Scottsdale Road, in Scottsdale, Arizona.  The company
also operates Papi Chulo's Mexican Grill & Cantina, located
immediately adjacent to the hotel.  The hotel consists of 211
guest rooms and, among other things, facilities for meetings and
banquets.

Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D.
Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating
at least $10 million in assets and less than $10 million in
liabilities.

The Debtor is represented by John J. Hebert, Esq., and Wesley D.
Ray at Polsinelli Shughart, P.C., in Phoenix.  Charles B. Foley,
CPA, PLLC serves as the Debtor's accountant.

The Plan of Reorganization provides for the payment of outstanding
obligations by the proceeds from the continued operation of Days
Hotel located at 5101 N. Scottsdale Road, in Scottsdale, Arizona,
and the adjacent Papi Chulo's Mexican Grill & Cantina.


SEVEN COUNTIES: Seeks 12-Month Extension of Plan Filing Deadline
----------------------------------------------------------------
Seven Counties Services, Inc. seeks an extension of its exclusive
plan filing deadline through Oct. 6, 2014, and its exclusive plan
solicitation period through Dec. 4, 2014.

The Debtor asserts that the requested extension will prove
administratively efficient by obviating the need for further
renewed motions as the case progresses.

David M. Cantor, Esq., Neil C. Bordy, Esq., Charity B. Neukomm,
Esq., Tyler R. Yeager, Esq., and James E. McGhee III, Esq., of
Seiller Waterman LLC, serve as attorneys to Seven Counties
Services.

                        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.


SUNSHINE HOTELS: Disclosures Okayed; Plan Haering on Aug. 28
------------------------------------------------------------
Late last month the U.S. Bankruptcy Court for the District of
Arizona entered an order approving the First Amended Disclosure
Statement of Sunshine Hotels, LLC, dated July 25, 2013.

A copy of the Debtor's Amended Disclosure Statement is available
at http://bankrupt.com/misc/sunshinehotels.doc89.pdf

The initial hearing to consider confirmation of the Plan, as
amended by the First Amended Plan, will be held on Aug. 28, 2013,
at 10:00 a.m.

The last day for filing with the Court written acceptance or
rejection of the Plan is Aug. 19, 2013.

Copies of the ballots will be mailed or e-mailed to the proponent
of the Plan in care of:

     GALLAGHER & KENNEDY, P.A.
     Attn: John Clemency and Craig Solomon Ganz
     2575 E. Camelback Road, Suite 1100
     Phoenix, AZ 85016
     Fax: (602) 530-8500
     E-mail: john.clemency@gknet.com
             craig.ganz@gknet.com

The last day for filing and serving, pursuant to Bankruptcy Rule
3020(b)(1), written objections to confirmation of the Plan is
Aug. 19, 2013.

The written ballot report by the Plan proponent, as required Local
Rule 3018, is to be filed on or before Aug. 23, 2013.

As reported in the TCR on July 26, 2013, at a hearing held
June 19, 2013, to approve the adequacy of the Disclosure Statement
filed by Sunshine Hotels, LLC (Dkt. #66), and the Disclosure
Statement filed by Sunshine Hotels II, LLC (Dkt #68) describing
each Debtors' separately filed Joint Plan of Reorganization Dated
April 30, 2013 (Dkt. #67 and #69), the U.S. Bankruptcy Court for
the District of Arizona ordered Craig Solomon Ganz, Esq., attorney
for the Debtors, to make the amendments to both plans which
incorporate the concerns of the County of San Bernardo, CA, and
Square Mile, and to upload the order approving the disclosure
statements.

David Cleary, Esq., Attorney for S2 Hospitality, LLC, and Martha
Romero, Esq., attorney for the County of San Bernardino, CA, can
sign off approving the disclosure statements as modified.

As reported in the TCR on May 13, 2013, Sunshine Hotels, LLC, and
Sunshine Hotels, II, LLC's separately filed Plans will be funded
from the respective Debtors' ongoing business operations.  After
the Effective Date, the management of the Debtors will continue to
be provided by Advance Management & Investment, LLC.

Sunshine Hotels, LLC and Sunshine Hotels II, LLC sought Chapter 11
protection (Bankr. D. Ariz. Case Nos. 13-01560 and 13-01561) on
Feb. 4, 2013, in Yuma Arizona.  The Debtors' cases are jointly
administered under Case No. 13-01560.

Sunshine Hotels owns SpringHill Suites by Marriott hotel, a three-
story building with 63 suites with indoor pool, spa, meeting room
and fitness room on a 2.26-acre property in Hisperia, California.
The property is valued at $9.20 million and secures a $5.72
million debt.

Sunshine Hotels II owns the Courtyard by Marriott hotel, which has
a four-story building with 131 rooms and 4 suites with restaurant
and bar, indoor pool, conference center on a 2.74-acre property in
Hisperia, California.  The property is valued at $20.4 million and
secures a $13 million debt.

John R. Clemency, Esq., and Craig S. Ganz, Esq., at Gallagher &
Kennedy, P.A., in Phoenix, Ariz., represent the Debtors as
counsel.


SUNSHINE HOTELS II: Initial Plan Confirmation Hearing on Aug. 28
----------------------------------------------------------------
On July 29, the U.S. Bankruptcy Court for the District of Arizona
entered an order approving the First Amended Disclosure Statement
of Sunshine Hotels II, LLC, dated July 25, 2013.

A copy of the Debtor's Amended Disclosure Statement is available
at http://bankrupt.com/misc/sunshinehotelsII.doc91.pdf

The initial hearing to consider confirmation of the Plan, as
amended by the First Amended Plan, will be held on Aug. 28, 2013,
at 10:00 a.m.

The last day for filing with the Court written acceptance or
rejection of the Plan is Aug. 19, 2013.

Copies of the ballots will be mailed or e-mailed to the proponent
of the Plan in care of:

         GALLAGHER & KENNEDY, P.A.
         Attn: John Clemency and Craig Solomon Ganz
         2575 E. Camelback Road, Suite 1100
         Phoenix, AZ 85016
         Fax: (602) 530-8500
         E-mail: john.clemency@gknet.com
                 craig.ganz@gknet.com

The last day for filing and serving, pursuant to Bankruptcy Rule
3020(b)(1), written objections to confirmation of the Plan is
Aug. 19, 2013.

The written ballot report by the Plan proponent, as required Local
Rule 3018, is to be filed on or before Aug. 23, 2013.

As reported in the TCR on July 26, 2013, at a hearing held
June 19, 2013, to approve the adequacy of the Disclosure Statement
filed by Sunshine Hotels, LLC (Dkt. #66), and the Disclosure
Statement filed by Sunshine Hotels II, LLC (Dkt #68) describing
each Debtors' separately filed Joint Plan of Reorganization Dated
April 30, 2013 (Dkt. #67 and #69), the U.S. Bankruptcy Court for
the District of Arizona ordered Craig Solomon Ganz, Esq., attorney
for the Debtors, to make the amendments to both plans which
incorporate the concerns of the County of San Bernardo, CA, and
Square Mile, and to upload the order approving the disclosure
statements.

David Cleary, Esq., Attorney for S2 Hospitality, LLC, and Martha
Romero, Esq., attorney for the County of San Bernardino, CA, can
sign off approving the disclosure statements as modified.

As reported in the TCR on May 13, 2013, Sunshine Hotels, LLC, and
Sunshine Hotels, II, LLC's separately filed Plans will be funded
from the respective Debtors' ongoing business operations.  After
the Effective Date, the management of the Debtors will continue to
be provided by Advance Management & Investment, LLC.

Sunshine Hotels, LLC and Sunshine Hotels II, LLC sought Chapter 11
protection (Bankr. D. Ariz. Case Nos. 13-01560 and 13-01561) on
Feb. 4, 2013, in Yuma Arizona.  The Debtors' cases are jointly
administered under Case No. 13-01560.

Sunshine Hotels owns SpringHill Suites by Marriott hotel, a three-
story building with 63 suites with indoor pool, spa, meeting room
and fitness room on a 2.26-acre property in Hisperia, California.
The property is valued at $9.20 million and secures a $5.72
million debt.

Sunshine Hotels II owns the Courtyard by Marriott hotel, which has
a four-story building with 131 rooms and 4 suites with restaurant
and bar, indoor pool, conference center on a 2.74-acre property in
Hisperia, California.  The property is valued at $20.4 million and
secures a $13 million debt.

John R. Clemency, Esq., and Craig S. Ganz, Esq., at Gallagher &
Kennedy, P.A., in Phoenix, Ariz., represent the Debtors as
counsel.


SMTC CORP: Obtains Waivers on Credit Agreement Covenants
--------------------------------------------------------
SMTC Corporation on Aug. 7 reported second quarter 2013 unaudited
results.

The Company disclosed that it received waivers relating to
violations of credit arrangement covenants and amendments to
certain credit agreement covenants going forward.

Revenue for the quarter was $64.9 million, a 1% decrease
sequentially from the first quarter of 2013 and a 13.6% decrease
from the second quarter of 2012.  The decrease was mainly due to
the decrease in revenue from one long standing customer in
addition to the closure of the Markham production facility which
resulted in the disengagement of certain customers.  Gross margin
was 1.9% compared to 10.6% in the prior quarter and 9.7% in the
second quarter of 2012.  However, when removing the effects of
unrealized foreign exchange on derivatives, the negative gross
margin from the now closed Markham manufacturing facility and the
non-recurring expenses highlighted above, the gross margins were
9.1% in the second quarter compared to 8.4% in the prior quarter
and 10.2% in the second quarter of 2012.  Adjusted EBITDA was
$(1.3) million in the second quarter compared to $2.3 million in
the prior quarter and $4.8 million in the second quarter of 2012.
However when removing the gross margin from the now closed Markham
manufacturing facility, and the non-recurring expenses, adjusted
EBITDA was $2.3 million in the second quarter compared to $1.9
million in the prior quarter and $4.7 million in the second
quarter of 2012.  Working capital decreased to $16.4 million from
$22.3 million in the prior quarter and $21.4 million in the second
quarter of 2012 and total debt including capital lease obligations
net of cash decreased to $22.5 million, down from $31.4 million in
the first quarter of 2013 and $29.1 million from the second
quarter in 2012.

"The second quarter was very challenging, but we feel that we have
addressed many issues.  In addition, we are making numerous
improvements to the operations that should lead to margin
improvement in the future.  Our order book remains strong and we
believe profitability should improve in the third and fourth
quarters," stated interim President and Chief Executive Officer,
Larry Silber.

Executive Chairman Clarke Bailey stated, "We initiated an
aggressive campaign to reduce working capital in order to pay down
our revolving credit with PNC.  The campaign has paid off and we
will continue to focus on working capital.  PNC has waived
covenant violations in the second quarter and amended the
covenants going forward to a more realistic level."

Headquartered in Camarillo, California, SMTC Corporation --
http://www.semtech.com-- is a global electronics manufacturing
services provider.


SOLIMAR ENERGY: In Negotiations with SCCP Over Alleged Default
--------------------------------------------------------------
Solimar Energy Limited on Aug. 2 disclosed that further to the
news release of July 22, 2013, the Company has been in
negotiations with SCCP Solimar Holdings LP ("Second City") in
relation to their issuance of a "Notice & Request" to
Computershare Trust Company of Canada.  Solimar has since paid the
interest in relation to the alleged default.  While the outcome of
the negotiations with respect to Second City withdrawing their
"Notice & Request" of default cannot be guaranteed, the Company is
hopeful that a mutually acceptable resolution will be reached.

Headquartered in Melbourne, Australia, Solimar Energy Limited --
http://www.solimarenergy.com.au/-- is engaged in the evaluation,
development of onshore oil and gas prospects and production of oil
and gas in California.


SPECIALTY FUELS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Specialty Fuels Bunkering, L.L.C.
          aka Specialty Fuels, Inc.
              Specialty Fuels, LLC
        160 Saint Emanuel Street
        Mobile, AL 36602-3007

Bankruptcy Case No.: 13-02717

Chapter 11 Petition Date: August 5, 2013

Court: U.S. Bankruptcy Court
       Southern District of Alabama (Mobile)

Judge: Margaret A. Mahoney

Debtor's Counsel: Richard M. Gaal, Esq.
                  MCDOWELL, KNIGHT, ROEDDER & SLEDGE, LLC
                  Post Office Box 350
                  Mobile, AL 36601-0350
                  Tel: (251) 432-5300
                  E-mail: rgaal@mcdowellknight.com

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

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

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

The petition was signed by Mark Antweil, Scott Cleveland, ord
Graham, managers.


SRI RAM: Case Summary & 2 Unsecured Creditors
---------------------------------------------
Debtor: Sri Ram, Inc.
          dba Best Western Salado Inn
        10825 S. IH 35
        Salado, TX 76571

Bankruptcy Case No.: 13-60716

Chapter 11 Petition Date: August 2, 2013

Court: United States Bankruptcy Court
       Western District of Texas (Waco)

Judge: Ronald B. King

Debtor's Counsel: Johnny W. Thomas, Esq.
                  JOHNNY W. THOMAS, LAW OFFICE, P.C.
                  St Paul Square, 1153 E Commerce St
                  San Antonio, TX 78205
                  Tel: (210) 226-5888
                  E-mail: 1thomas@prodigy.net

Scheduled Assets: $2,211,000

Scheduled Liabilities: $2,950,000

A copy of the Company's list of its largest unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/txwb13-60716.pdf

The petition was signed by Tony Desai, president.


STEREOTAXIS INC: Extends Maturities of Credit Pacts to Aug. 31
--------------------------------------------------------------
Stereotaxis, Inc., entered into a Seventh Loan Modification and
Waiver Agreement (Domestic) with Silicon Valley Bank, further
amending the terms of that certain Second Amended and Restated
Loan and Security Agreement dated Nov. 30, 2011, as amended, to
extend the maturity of the revolving line of credit under the
Amended Loan Agreement from July 31, 2013, to Aug. 31, 2013.  In
addition, the Bank waived the testing of the liquidity ratio
financial covenant under the Amended Loan Agreement for the period
ended July 31, 2013.

On July 31, 2013, the Company and its subsidiary also entered into
an Export-Import Bank Sixth Loan Modification Agreement with the
Bank to extend the maturity date of the revolving line of credit
under that certain Amended and Restated Export-Import Bank Loan
and Security Agreement dated Nov. 30, 2011, as amended, from
July 31, 2013, to Aug. 31, 2013.

On July 31, 2013, in conjunction with the Silicon Valley Bank
extension, Alafi Capital Company LLC and an affiliate of
Sanderling Venture Partners extended the Lenders' loan guarantees
to the Bank through Aug. 31, 2013.  The Company granted to the
Lenders warrants to purchase an aggregate of 14,313 shares of
Common Stock in exchange for their extension.  The Extension
Warrants are exercisable at $5.24 per share.

Sanderling is an affiliate of Fred A. Middleton, who is a member
of the Company's Board of Directors.

                         About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company incurred a net loss of $9.23 million in 2012, as
compared with a net loss of $32.03 million in 2011.  The Company's
balance sheet at March 31, 2013, showed $32.22 million in total
assets, $54.93 million in total liabilities, and a $22.71 million
total stockholders' deficit.


STEREOTAXIS INC: Posts $3MM 2Q Loss; Gets Covenant Testing Waiver
-----------------------------------------------------------------
Stereotaxis, Inc. on Aug. 8 reported financial results for the
second quarter ended June 30, 2013.  In addition, the Company
disclosed recent business developments, including financing
transactions to improve its current liquidity position.

William Mills, Stereotaxis Board Chairman and interim Chief
Executive Officer, said, "In the second quarter, we achieved
sequential improvement in revenue, gross margin and operating loss
and secured two orders for our Niobe(R) ES system.  One of these
orders was a second system sale to a leading U.S. healthcare
provider, which is one of four major integrated delivery networks
in the country to invest in the Epoch(TM) platform.

"Furthermore, we saw improved utilization rates in certain
strategic regions through a targeted physician plan and the
implementation of territory assistants focused on driving clinical
adoption.  Our plan involves engaging those physicians that
represent the greatest potential for volume growth and
facilitating a faster pace of adoption within our installed base."

Mr. Mills continued, "At the end of July, we achieved an important
milestone with FDA clearance of our Vdrive(TM) with V-Sono(TM)
system, representing a potentially significant boost to our U.S.
market opportunities.  The Vdrive system enables a single operator
to control all catheters used in complex electrophysiology (EP)
procedures and improves navigation to specific sites. The unique,
diverse capabilities of the Vdrive system have enhanced the
performance of Niobe labs in Europe, and we believe its entry in
the U.S. will accelerate volume in our existing sites as well as
potentially open doors to the wider EP market."

"Finally, we are pleased to announce that we have entered into
transactions with each of our existing convertible note holders,
which will result in a cash infusion of $8.475 million.  While we
believe these transactions alleviate our liquidity concerns over
the next few months, they do not represent a long-term solution.
To that end, we have engaged Gordian Group, LLC, a financial
advisory firm with special expertise in banking and advisory
services for businesses in challenging liquidity situations, to
assist us in evaluating various strategic and financing
alternatives," he concluded.

Capital Transactions

On August 8, 2013, holders of all of the Company's convertible
subordinated notes exercised outstanding warrants to purchase an
aggregate of 2.5 million shares of common stock for cash at an
exercise price of $3.361 per share and converted a portion of
their notes into shares of common stock.  In a separate
transaction, the holders exchanged the balance of their
convertible notes for shares and additional warrants to purchase
2.5 million shares, also having an exercise price of $3.361 per
share.  The convertible notes held by these holders were
extinguished, and the Company issued shares at a combined rate of
$3.00 per share in these transactions.  As a result of these
transactions, the Company is issuing a total of 5.2 million shares
of common stock and will receive an aggregate of $8.475 million in
cash from the warrant exercise. In addition, $8.1 million of
convertible subordinated notes have been retired.

In connection with the exchange, the holders and the Company
amended the terms of the original securities purchase agreement
under which the notes and warrants were issued to remove certain
ongoing covenants.  The Company also intends to conduct a rights
offering to all existing stockholders, pursuant to which its
stockholders may elect to purchase a specified fraction of a share
for each share of stock held as of the record date for the
offering, at a price of $3.00 per share.  The Company currently
anticipates that fraction would not be less than 0.25 per share
for each share of common stock held.  The Company will register
the rights offering with the Securities and Exchange Commission,
and as a result, the record date for the rights offering has not
been set at this time.

Stereotaxis entered into these transactions with the assistance of
Gordian Group in order to help alleviate its immediate liquidity
concerns, which have been previously disclosed.  The Company
continues to work on a long-term resolution of these liquidity
issues with its financial advisors in order to mitigate the
operational and financial risks that it faces.

Second Quarter Financial Results

Revenue for the second quarter 2013 totaled $9.7 million compared
to $8.4 million in the first quarter of 2013, a 15.8% sequential
increase, and $10.5 million in the prior year second quarter.
System revenue improved 49% sequentially to $3.3 million, as the
Company recognized revenue of $2.2 million on two Niobe ES systems
and two Niobe ES upgrades, along with $1.1 million in Odyssey(R)
system sales in the second quarter 2013.  Recurring revenue of
$6.4 million in the quarter was relatively unchanged from $6.6
million in the prior year second quarter and $6.2 million in the
2013 first quarter.  Utilization declined 11% compared to the same
quarter last year and was down slightly on a sequential basis.

The Company generated new capital orders of $4.0 million, which
included two Niobe ES orders, compared to $3.1 million in the
second quarter of 2012 and $2.4 million in the first quarter of
2013.  Ending capital backlog for the second quarter was $8.4
million.  During the quarter, one Niobe ES order was removed from
backlog.  The order was expected to go to revenue in 2014 but was
cancelled due to changes in ownership at the hospital.

Gross margin in the quarter was $7.3 million, or 74.6% of revenue,
versus $7.3 million, or 69.0% of revenue, in the second quarter
2012 and $6.2 million, or 73.9% of revenue, in the first quarter
2013.  Operating expenses in the second quarter were $9.0 million,
a 24% improvement from the year ago period and an 8% sequential
improvement.

Operating loss in the second quarter was $(1.8) million, a 62%
reduction compared to $(4.6) million in the prior year quarter and
a 51% reduction compared to $(3.6) million in the first quarter.
Interest expense increased $0.3 million year over year and $0.2
million sequentially, primarily due to the non-cash amortization
of the convertible debt discount.

The net loss for the second quarter was $(3.0) million, or $(0.37)
per share, compared to net income of $2.8 million, or $0.32 per
diluted share, reported in the second quarter 2012 and a net loss
of $(4.9) million, or $(0.61) per share, reported for the first
quarter 2013.  The weighted average diluted shares outstanding for
the second quarters of 2013 and 2012 totaled 8.2 million and 9.3
million, respectively, and 8.0 million for the first quarter of
2013.  The 2012 second quarter results included a $9.0 million
gain related to mark-to-market conversion features of the warrants
and subordinated convertible debt associated with the $18.5
million financing in May 2012.  Excluding this, the adjusted net
loss for the 2012 second quarter would have been $(6.2) million,
or $(0.91) per adjusted diluted share with 6.7 million adjusted
average diluted shares outstanding.  Excluding mark-to-market
warrant revaluation and amortization of convertible debt discount
related to the financing, the net loss for the 2013 second quarter
would have been $(3.2) million, or $(0.39) per share, and $(5.0)
million, or $(0.63) per share, for the first quarter.

Cash burn for the second quarter of 2013 was $2.2 million,
compared to $4.2 million for the second quarter of 2012 and $1.1
million for the first quarter of 2013.  The sequential increase in
cash burn was primarily due to lower revenues and receivables in
the first quarter resulting in lower collections in the second
quarter.

Six- Month Financial Results

Revenue for the first six months of 2013 was $18.1 million, down
20.4% compared to $22.8 million in the first six months of 2012.
System and recurring revenues were $5.5 million and $12.6 million,
respectively, during the first half of 2013, compared to $9.0
million and $13.8 million for system and recurring revenues during
the same period of 2012.  Overall utilization declined 11% from
the same period last year.

Gross margin was $13.5 million, or 74.3% of revenue, compared with
$15.8 million, or 69.2% of revenue, in the first six months of the
prior year.  Operating expenses were $18.8 million year to date on
June 30, 2013, compared with $24.6 million in the same period of
2012, a 23.4% reduction.  Operating loss was $(5.3) million versus
$(8.8) million in the first six months of 2012, a 39.3% decrease.

Interest expense increased to $4.1 million for the first six
months of 2013, compared to $3.3 million in the first six months
of 2012.  The increase was primarily related to non-cash
amortization of the convertible debt discount related to the $18.5
million financing in May 2012.

The net loss was $(7.9) million for the first six months of 2013
versus $(3.0) million for the comparable period in 2012.  The
results for the first six months of 2012 included a $9.0 million
gain related to mark-to-market conversion features of subordinated
convertible debt and the warrants associated with the May 2012
financing.  Cash burn was $3.3 million, compared to $8.5 million
in the first six months of 2012.

Financial Position

At June 30, 2013, Stereotaxis had cash and cash equivalents of
$4.1 million, compared to $9.6 million at March 31, 2013. At
quarter end, total debt was $29.9 million, including $18.5 million
related to HealthCare Royalty Partners debt.  On July 31, 2013,
the Company secured an extension of its revolving line of credit
with Silicon Valley Bank through August 31, 2013, and was granted
a waiver of covenant testing as of July 31, 2013.

While Stereotaxis has increased its cash position as a result of
the transactions with convertible debt holders, it expects to have
negative cash flow from operations throughout 2013.  Therefore,
the Company will continue to evaluate operating expense levels and
cash burn, while exploring various strategic and financing
alternatives with multiple entities to strengthen its balance
sheet.

NASDAQ Status

On July 25, Company representatives appeared before the NASDAQ
Listing Qualifications Panel to request a transfer from the NASDAQ
Global Market to the NASDAQ Capital Market and to present a
compliance plan.  The hearing was granted following a
determination letter by the NASDAQ staff which denied the
Company's request for an extension to achieve compliance with
Global Market requirements.  If the Panel decides to continue
Stereotaxis' listing on the Capital Market, the Company could have
until December 16, 2013, to achieve compliance with applicable
listing requirements.  The Company does not have the results of
the hearing at this time, but intends to continue to pursue its
plans to achieve compliance with Capital Market criteria and to
report to the Panel on its progress no later than August 15, 2013,
as requested by the Panel.

Clinical Update

As previously announced, the Company has received 510(k) clearance
by the Food and Drug Administration to market the Vdrive with V-
Sono ICE catheter manipulator in the U.S. Additionally, the
clinical study for the V-Loop(TM) circular catheter manipulator
has completed 60% enrollment.  This five-center, 120-patient
clinical study will be part of a future V-Loop 510(k) submission
that the Company intends to file upon completion of the study.

2013 Objectives

Stereotaxis does not provide revenue and earnings per share
guidance, but reiterates the following goals for the full year
2013:

-- Expand global footprint through Japanese approval of Niobe
technology

-- Manage operating expenses at current level

-- Strengthen balance sheet through strategic and financing
alternatives

                        About Stereotaxis

Based in St. Louis, Mo., Stereotaxis, Inc., designs, manufactures
and markets the Epoch Solution, which is an advanced remote
robotic navigation system for use in a hospital's interventional
surgical suite, or "interventional lab", that the Company believes
revolutionizes the treatment of arrhythmias and coronary artery
disease by enabling enhanced safety, efficiency and efficacy for
catheter-based, or interventional, procedures.

For the year ended Dec. 31, 2011, Ernst & Young LLP, in St. Louis,
Missouri, expressed substantial doubt about Stereotaxis' ability
to continue as a going concern.  The independent auditors noted
that the Company has incurred recurring operating losses and has a
working capital deficiency.

The Company incurred a net loss of $9.23 million in 2012, as
compared with a net loss of $32.03 million in 2011. The Company's
balance sheet at March 31, 2013, showed $32.22 million in total
assets, $54.93 million in total liabilities, and a $22.71 million
total stockholders' deficit.


T3 MOTION: Gets NYSE MKT Listing Non-Compliance Notice
------------------------------------------------------
T3 Motion, Inc. that it has received a letter from the NYSE MKT
that the Company is not in compliance with certain continued
listing standards of the exchange as further described below.

"The staff of the NYSE MKT Corporate Compliance Department has
determined, based upon its review of T3 Motion, Inc.'s Form 8-K
filed on July 12, 2013, that the Company is not in compliance with
certain of the Exchange's continued listing standards as set forth
in the NYSE MKT Company Guide.  Specifically, as a result of the
resignation of one of the Company's directors, Mr. Bruce Nelson,
the Company is not in compliance with Section 803(B)(2)(a)(iii) of
the Company Guide in that the audit committee does not have at
least one member who is financially sophisticated and Section
803(B)(2)(c) of the Company Guide in that the audit committee is
comprised with one independent director instead of the requisite
two independent directors.

Given the fact that the Company is currently in the delisting
process and its appeal to the full Committee on Securities is
pending, the compliance period described immediately below is
contingent upon the outcome of the Appeal.

Pursuant to Section 803(6)(b) of the Company Guide, the Company
will have until the earlier of its next annual shareholders'
meeting or one year from the occurrence of the event that caused
the failure to comply with the board independence requirement;
provided, however, that if the annual shareholders' meeting occurs
no later than 75 days following the event that caused the failure
to comply with this requirement, the Company shall instead have 75
days from such event to regain compliance."

The Company acknowledges this deficiency and has reached an
agreement with a new accomplished and experienced candidate to
replace departing board member Bruce Nelson as an independent
board member and Audit Committee Chairman.  Mr. Nelson resigned
from the Board of Directors due to his acceptance of another
employment opportunity which was not in any way related to any
dispute with the Company.

On July 24th 2013, the Company also received a written offer to
satisfy a senior secured debenture issued to Hudson Bay Capital
Master Fund, for the amount of $86,450.00 at a 30%, (thirty
percent), discount from face the value of $123,500.00, including
the cancellation of the debenture's underlying warrants.  The
Company was unable to meet the timelines requested with the offer
of July 31st, 2013.  Subsequently, Hudson Bay Capital Master Fund,
(HBFM), has now sent the Company a notice of default as stated
below.  The Company strongly disagrees with basis for the notice
and contends that it operated within the terms of said agreements
whereby it received the written waiver and approval of the
majority of more than 51% of the Debenture holders to enter in to
said agreements as specifically provided therein.

"On March 4, 2013, you entered into an Amendment and Waiver
Agreement to allow for the amendment and waiver of certain
conditions of the November 27, 2012 Senior Convertible Secured
Debentures in an attempt to permit the Company to enter into a
secured factoring arrangement and cause the holders of Debentures
to subordinate their Debentures to the indebtedness outstanding
under the Factoring Facility.  On March 21, 2013 the Company
entered into the Factoring Facility.  As we reminded you in the
January Letter, (x) pursuant to Section 9(j) of the Debenture, you
may not amend the Debenture without prior written consent of the
Investor unless the Debenture specifically states otherwise, (y)
as described in Section 9(k) of the Debentures, the Debentures are
seemed by all assets of the Company and its Subsidiaries and (z)
you are not permitted under the terms of the Debentures to require
any holder of Debentures to subordinate his or her Debentures
without the express written consent of such holder of Debentures."

Headquartered in Orange County, California, T3 Motion, Inc.
(otcqb:TTTM) -- http://www.t3motion.com-- is a producer of
clean/green EV transportation technology for commercial, law
enforcement and personal use, today announced


TAYLOR INTERNAL: Case Summary & 18 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Taylor Internal Medicine of Selma, P.C.
        P.O. Box 1081
        Selma, AL 36702-1081

Bankruptcy Case No.: 13-02688

Chapter 11 Petition Date: August 2, 2013

Court: United States Bankruptcy Court
       Southern District of Alabama (Selma)

Debtor's Counsel: James L. Day, Esq.
                  VON G. MEMORY, P.A.
                  P.O. Box 4054
                  Montgomery, AL 36103-4054
                  Tel: (334) 834-8000
                  Fax: (334) 834-8001
                  E-mail: jlday@memorylegal.com

Estimated Assets: $50,001 to $100,000

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

A copy of the Company's list of its 18 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/alsb13-2688.pdf

The petition was signed by Bruce E. Taylor, president.


TELECONNECT INC: Buys Back 2.3 Million Shares for EUR500,000
------------------------------------------------------------
Teleconnect Inc. entered into an agreement with the Trustee of
2,293,067 shares, representing 24.14 percent of the Company's
issued and outstanding shares, in the name of Hombergh Holdings BV
and Quick Holdings BV, such that these shares are repurchased by
the Company for a total of EUR500,000.

In exchange, the Trustee has agreed to irrevocably forgo his right
to claim the return of EUR7,608,938 in relation to loans made to
Teleconnect by Hombergh Holdings BV and Quick Holdings BV and the
associated interest generated up to the date of the agreement on
receipt of a EUR200,000 installment which was paid with the
signing of the agreement.  The second installment of EUR200,000
will be paid to the Trustee on or before Sept. 30, 2013, and the
third installment of EUR100,000 will be made effective on or
before Nov. 30, 2013.  The trustee will return the share
certificates to Teleconnect in the following proportions; 2/5ths
after receiving the first installment, 2/5ths after receiving the
second installment and 1/5th after reception of the third
installment.

The Board of Directors of the Company has approved this agreement
and believes it to be in the best interest of the Company and all
its shareholders that the shares be repurchased and that the total
debt owed to the Trustee be removed from Teleconnect's accounting.

There were no underwriting discounts or commissions paid in
connection with the repurchase.

                         About Teleconnect

Teleconnect Inc., headquartered in Breda, The Netherlands, was
incorporated under the laws of the State of Florida on Nov. 23,
1998.

With its ownership in Hollandsche Exploitatie Maatschappij BV
(HEM), a Dutch entity established in 2007, the Company's main
activities are the manufacturing, sales and lease of age
validation equipment and the performance of age validation.  The
Company also sells and maintains vending solutions (through
Mediawizz, The Netherlands), is involved in the broadcasting of
in-store commercial messages using the age validation equipment
between age checks (through HEM), and plans to develop market
survey activities in the future (through Giga Matrix, The
Netherlands).

Coulter & Justus, P.C., in Knoxville, Tennessee, expressed
substantial doubt about Teleconnect's ability to continue as a
going concern following the financial results for the yar ended
Sept. 30, 2012.  The independent auditors noted that the Company
has suffered recurring losses from operations and has a net
capital deficiency in addition to a working capital deficiency.

The Company reported a net loss of $3.9 million on $143,910 of
sales in fiscal 2012, compared with a net loss of $3.3 million on
$112,722 of sales in fiscal 2011.  The Company's balance sheet at
March 31, 2013, showed $5.74 million in total assets, $11.77
million in total liabilities, all current, and a $6.02 million
total stockholders' deficit.


TRIUS THERAPEUTICS: Sends Letter to Experts
-------------------------------------------
Cubist Pharmaceuticals, Inc., filed with the U.S. Securities and
Exchange Commission a letter addressed to infection disease
experts in connection with its proposed acquisitions of Trius
Therapeutics and Optimer Pharmaceuticals.  The letter states:

   Dear Dr. XXX;

   Earlier this week, Cubist announced our planned acquisitions of
   both Trius Therapeutics and Optimer Pharmaceuticals.  As a key
   infectious disease expert, we thought it important to convey
   this information to you directly.

   The prospects of continuing the development and potential
   commercialization of tedizolid (Trius) and the marketing of
   DIFICID (Optimer) reaffirms Cubist's mission to provide
   therapies for seriously ill patients treated in and around the
   hospital setting.

   Assuming the successful completion of the planned acquisitions
   and the success of our combined late stage pipeline, Cubist
   will contribute significantly towards the goal set by IDSA in
   their "10 by '20" program for 2020.

   We are excited about building the Cubist infectious disease
   portfolio and look forward to meeting with you soon.

   Sincerely;

   Lorianne K. Masuoka, M.D.

   Senior Vice President, Clinical Development and Medical
   Affairs, and Chief Medical Officer

   Peggy McKinnon, PharmD
   Sr. Director, Field Medical Affairs

   Cubist Pharmaceuticals, Inc.
   65 Hayden Avenue
   Lexington, MA  02421

                     About Trius Therapeutics

San Diego, Calif.-based Trius Therapeutics, Inc. (Nasdaq: TSRX) --
http://www.triusrx.com/-- is a biopharmaceutical company focused
on the discovery, development and commercialization of innovative
antibiotics for serious, life-threatening infections.  The
Company's first product candidate, torezolid phosphate, is an IV
and orally administered second generation oxazolidinone being
developed for the treatment of serious gram-positive infections,
including those caused by MRSA.  In addition to the company's
torezolid phosphate clinical program, it is currently conducting
two preclinical programs using its proprietary discovery platform
to develop antibiotics to treat infections caused by gram-negative
bacteria.

Trius Therapeutics incurred a net loss of $53.92 million in 2012,
a net loss of $18.25 million in 2011 and a $23.86 million net loss
in 2010.  The Company's balance sheet at March 31, 2013, showed
$89.81 million in total assets, $17.54 million in total
liabilities, and $72.27 million in total stockholders' equity.


TRUSS SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Truss Systems, LLC
        3615 U.S. 1 South
        Bunnell, FL 32110

Bankruptcy Case No.: 13-04637

Chapter 11 Petition Date: July 30, 2013

Court: U.S. Bankruptcy Court
       Middle District of Florida (Jacksonville)

Judge: Paul M. Glenn

Debtor's Counsel: Scott W. Spradley, Esq.
                  LAW OFFICES OF SCOTT W. SPRADLEY, P.A.
                  P.O. Box 1
                  109 South 5th Street
                  Flagler Beach, FL 32136
                  Tel: (386) 693-4935
                  Fax: (386) 693-4937
                  E-mail: scott.spradley@flaglerbeachlaw.com

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/flmb13-04637.pdf

The petition was signed by Lynn McCarthy, managing member.


TSOKOS INC: Case Summary & 3 Unsecured Creditors
------------------------------------------------
Debtor: Tsokos, Inc.
        5614 Beechnut
        Houston, TX 77096

Bankruptcy Case No.: 13-34862

Chapter 11 Petition Date: August 5, 2013

Court: U.S. Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Richard L. Fuqua, II, Esq.
                  FUQUA & ASSOCIATES, P.C.
                  5005 Riverway, Suite 250
                  Houston, TX 77056
                  Tel: (713) 960-0277
                  E-mail: fuqua@fuquakeim.com

Scheduled Assets: $1,301,595

Scheduled Liabilities: $681,129

A copy of the Company's list of its three unsecured creditors is
available for free at http://bankrupt.com/misc/txsb13-34862.pdf

The petition was signed by Antonio S. Tsokos, director.


UNIVERSAL HEALTH: Ch.11 Trustee Taps Mark Hall as Consultant
------------------------------------------------------------
Soneet R. Kapila, the duly appointed Chapter 11 Trustee in the
bankruptcy case of Universal Health Care Group, Inc., asks the
U.S. Bankruptcy Court for permission to employ Mark Hall as his
healthcare consultant.

The Chapter 11 Trustee attests that Mr. Hall is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. Hall has agreed to flat rate of $5,000 for his initial
assessments to the Chapter 11 Trustee, and BankUnited has
consented to that funding from the lender's cash collateral.

Hearing on the motion is scheduled for Sept. 16, 2013, at 3:00
p.m. in Tampa, Florida.

                    About Universal Health Care

Universal Health Care Group, Inc., owns an insurance company and
three health-maintenance organizations that provide managed care
services for government sponsored health care programs, focusing
on Medicare and Medicaid.

Universal Health was founded in 2002 by Dr. A.K. Desai and grew
its operations of offering Medicare plans to more than 37,000
members to over 20 states.

Universal Health filed a Chapter 11 bankruptcy protection (Bankr.
M.D. Fla. Case No. 13-01520) on Feb. 6, 2013, after Florida
regulators moved to put two of the company's subsidiaries in
receivership.  Universal Health Care estimated assets of up to
$100 million and debt of less than $50 million in court filings in
Tampa, Florida.

Harley E. Riedel, Esq., at Stichter Riedel Blain & Prosser, in
Tampa, serves as counsel to the Debtor.

Soneet R. Kapila has been appointed the Chapter 11 Trustee in the
Debtor's case.


VALLEY TIMBERS: Oklahoma Sawmill Owner Files After Blaze
--------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Valley Timbers LC, the owner of a sawmill in
Pushmataha County, Oklahoma, filed a petition for Chapter 11
protection after a fire destroyed part of the plant last year. The
mill is on a 244-acre plot.

According to the report, the company is seeking court permission
to borrow $475,000 to operate the business and fund a
reorganization plan.

Valley Timbers LC filed a Chapter 11 petition (Bankr. W.D. Okla.
Case No. 13-13473) in Oklahoma City on July 31, 2013. L. Win
Holbrook, Esq., at Andrews Davis, serves as counsel to the Debtor.
The Debtor disclosed assets of $2.2 million against debt totaling
$57.4 million, including $24.6 million in secured claims.


VENOCO INC: Proposed $250MM Sr. Notes Get Moody's 'Caa3' Rating
---------------------------------------------------------------
Moody's Investors Service downgraded Venoco, Inc.'s Corporate
Family Rating to Caa1 from B3 and moved the CFR to Denver Parent
Corporation. At the same time, Moody's assigned a Caa3 rating on
DPC's proposed $250 million senior PIK toggle notes due 2018 with
a stable outlook. Moody's also affirmed Venoco's Caa1 unsecured
notes rating. The stable outlook was maintained.

Proceeds from the proposed notes offering will be used to repay
$65 million outstanding notes at DPC and will be contributed to
Venoco to tender for its outstanding $150 million 11.50% senior
notes due 2017.

"DPC's Caa1 CFR is reflective of Venoco's small scale production
and reserves compared to higher rated E&P companies, high leverage
in terms of proved developed reserves and average daily production
volumes, and the company's limited financial flexibility," stated
Michael Somogyi, Moody's Vice President -- Senior Analyst. "As a
holding company, Denver Parent Corporation has no business
operations or assets other than the capital stock of Venoco and is
solely reliant on distributions from Venoco to service its debt
obligations."

Issuer: Denver Parent Corporation

Rating Assignments:

Corporate Family Rating , assigned Caa1

Probability of Default Rating , assigned Caa1-PD

Senior Unsecured PIK Toggle Notes, assigned Caa3 (LGD-6 90%)

Outlook, assigned stable outlook

Issuer: Venoco, Inc.

Rating Affirmations:

Senior Unsecured Regular Bond/Debenture, affirmed Caa1 (LGD-4 53%
from LGD-4 67%))

Outlook, maintained stable outlook

Ratings Rationale:

Denver Parent Corporation's Caa1 CFR is reflective of Venoco's
small size and scale, highly concentrated asset base, high
leverage metrics on proved developed reserves and average daily
production volumes, and limited financial flexibility. Some rating
support comes from its high oil-weighted asset base in mature
basins onshore and offshore Southern California, which is
characterized by shallow decline rates, long reserve lives and
predictable production profiles. The company is also pursuing an
exploration and development project targeting the prospective
Sevier Field in the onshore Monterey Shale formation in Southern
California and holds a 22.5% reversionary interest in certain
properties in the Hastings Complex operated by Denbury Resources,
Inc. (Ba3 stable).

The Caa3 rating assigned to DPC's proposed $250 million PIK toggle
notes reflects both the overall probability of default of the
company, to which Moody's assigns a Probability of Default Rating
of Caa1-PD, and a loss given default of LGD-6 90.1%. DPC's notes
will not be guaranteed by Venoco and will be structurally
subordinated and effectively junior in right of payment to all
existing and future indebtedness.

Venoco has access to a $270 million borrowing base revolving
credit facility, under a $500 million total commitment due March
2016, which is secured by a first priority lien on substantially
all of Venoco's assets. It also has outstanding $500 million
senior unsecured notes due February 2019. The structurally senior
claim of Venoco's senior unsecured notes results in them being
rated Caa1 (LGD-4 53.4%), above DPC's senior unsecured notes,
based on Moody's Loss Given Default Methodology.

Pro forma for the proposed notes offering, DPC's debt / proved
developed and debt / average daily production leverage metrics
stand at over $94,000 per boe and approximately $25 per boe,
respectively. These leverage metrics map to a Ca rating band.
Mitigating somewhat DPC's elevated leverage profile is the
improved capital efficiency and higher cash margins per boe
resulting from Venoco's transition toward a higher oil-weighted
production profile.

Critical to DPC's credit profile through mid-2014 is its ability
to execute on deleveraging efforts and maintaining adequate
liquidity to support its oil-weighted development activities. The
company significantly reduced its capital expenditure budget to
around $90 million for the year-ended 31 December 2013, compared
to $219 million for the prior year, with the bulk (85%) devoted to
developing its legacy Southern California assets in the South
Ellwood and West Montalvo Fields and a reduced focus on
prospective activities in onshore Monterey Shale.

The stable outlook is based on Moody's expectation that the
company will not take on additional leverage and will spend within
cash flow as its develops its oil-weighted, legacy asset base in
Southern California. A negative outlook or downgrade could result
if liquidity deteriorates, or if retained cash flow / debt is
sustained below 10%. A positive outlook or upgrade is unlikely in
the near future, but could be considered if debt / average daily
production approaches $60,000 per boe and retained cash flow to
debt can be sustained above 20%.

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

Denver Parent Corporation is an independent E&P company
headquartered in Denver, Colorado.


VIKING CRUISES: S&P Affirms 'B+' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Woodland Hills, Calif.-based river cruise operator Viking Cruises
Ltd. to negative from stable.  The 'B+' corporate credit rating is
affirmed.

At the same time, S&P assigned parent company MISA Investment
Limited's  proposed $175 million senior notes due 2018 our 'B-'
issue-level rating, with a recovery rating of '6', indicating its
expectation for negligible (0% to 10%) recovery for lenders in the
event of a payment default.  The recovery rating reflects the
structural subordination of the notes issued at the holding
company.  MISA plans to use the proceeds from the notes primarily
to fund a dividend to shareholders.

In addition, S&P revised its recovery rating on Viking's $250
million senior notes due 2022 to '3', indicating our expectation
for meaningful (50% to 70%) recovery for lenders in the event of a
payment default, from '4' (30% to 50% recovery expectation).  The
revision reflects a lower level of priority debt to finance ship
deliveries than in our previous analysis, resulting in higher
recovery prospects for these notes.  S&P subsequently affirmed its
'B+' issue-level rating on the notes, in accordance with our
notching criteria.

The negative outlook revision reflects an aggressive financial
policy regarding dividends to shareholders, and its expectation
that consolidated total lease-adjusted debt to EBITDA will spike
to the 6x area in 2013 as a result of the debt-financed dividend.

This is a level of leverage that is weak compared with its 6x
threshold S&P believe is in line with the current 'B+' rating on
Viking.

The affirmation of the 'B+' corporate credit rating reflects S&P's
expectation for significant EBITDA growth from the rapid expansion
of the company's fleet to begin to offset incremental debt from
this transaction and ship financings over the next few years,
resulting in leverage that should improve to below 5x in 2014.

S&P could lower ratings if EBITDA growth is meaningfully less than
S&P anticipate, resulting in leverage rising to above 6x, or if
the company is unable to successfully manage weaker-than-expected
demand growth.

S&P could consider revising the outlook to stable once S&P is
confident that strong anticipated demand for Viking's river
cruises and significant EBITDA growth will likely offset
substantial incremental debt over the next few years, resulting in
credit measures remaining in line with the rating.  S&P could
raise ratings once the company demonstrates more of a track record
of managing meaningful increases in capacity, resulting in
sustained EBITDA margin improvement and continued excess cash flow
generation.


WEST AIRPORT: Ordered to File Plan by Oct. 1, Case Remains Open
---------------------------------------------------------------
Judge Robert A. Mark denied secured lender First-Citizens Bank &
Trust Company's Motion to Dismiss the Chapter 11 case of West
Airport Palms Business Park, LLC.  The Dismissal Motion was filed
on the ground that the case was filed in bad faith.

The judge does not find cause for dismissal at this time, but does
find that it is appropriate to grant the Bank full stay relief to
prosecute its state foreclosure action against the Debtor with a
foreclosure sale to occur no earlier than Nov. 1, 2013.

Nevertheless, the Court reserves jurisdiction to enjoin the
foreclosure sale for cause, without the necessity of the Debtor
filing an adversary complaint.

The Debtor is directed to file (i) a motion to enjoin the
foreclosure sale, and (ii) a plan and disclosure statement by 5:00
p.m. on October 1, 2013.

                       About West Airport

Headquartered in Miami, Florida, West Airport Palms Business Park,
LLC, filed for Chapter 11 (Bankr. S.D. Fla. Case No. 13-25728) on
July 2, 2013.  Judge Robert A. Mark presides over the case.  James
Schwitalla, Esq., represents the Debtor as counsel.  In its
petition, the Debtor scheduled assets of $14,440,419 and
liabilities of $9,284,422.  The petition was signed by Alexander
Montero, managing member.


WEST AIRPORT: Gets 2nd Interim Order to Use Cash Collateral
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Florida entered a
second interim order granting West Airport Palms Business Park,
LLC, interim authority to use cash collateral in the form of its
demand deposits in the DIP bank account with Marquis Bank.

Under the First Interim Cash Collateral Order, the Court specified
that the Debtor may use no more than $9,000 of the cash collateral
to bidn with the wind/fire insurance policy with a total premium
of approximately $39,500 -- provided that the Debtor will (i)
provide proof of insurance to secured lender First-Citizens Bank &
Trust Company without delay and (ii) assign to First Citizens any
proceeds from the wind/fire insurance pursuant to that certain
mortgage dated Aug. 17, 2007.

The Debtor is permitted to use cash collateral to pay these budget
items that come due in the ordinary course of business during the
interim period within a 10% variance:

   Guarantee Contribution to
    PALMS COA operating budget:         $6,770.00
   Secretarial Salary (Fino):            2,598.00
   Rent:                                   963.00
   Sales Tax on Rentals:                   664.00
   Phone/Internet:                         294.00
   Electricity:                            140.00
   Water:                                   41.00
   US Trustee Fees:                        217.00

Under the Second Interim Cash Collateral Order, the Debtor is
further authorized to use the cash collateral for the weekly
salaries of Montero and Obregon of $1,500 each, the $2,000 monthly
marketing/advertising costs, and $250 in door repairs.

The Debtor's request to use cash collateral for salary expenses
and marketing/advertising expsenes totaling about $19,000 is
deferred and may be considered at final hearing.

First Citizens is entitled replacement liens in an amount of the
aggregate diminution in value of its interest in the cash
collateral from and after the Petition Date.  The Bank is also
entitled to superpriority administrative expense claims as
compensation for any diminution in value of its interests in the
collateral from and after the Petition Date.

                       About West Airport

Headquartered in Miami, Florida, West Airport Palms Business Park,
LLC, filed for Chapter 11 (Bankr. S.D. Fla. Case No. 13-25728) on
July 2, 2013.  Judge Robert A. Mark presides over the case.  James
Schwitalla, Esq., represents the Debtor as counsel.  In its
petition, the Debtor scheduled assets of $14,440,419 and
liabilities of $9,284,422.  The petition was signed by Alexander
Montero, managing member.


WHEAT & CO: Case Summary & 3 Unsecured Creditors
------------------------------------------------
Debtor: Wheat & Co., Inc.
        928 Bromley Road
        Charlotte, NC 28207

Bankruptcy Case No.: 13-11029

Chapter 11 Petition Date: August 2, 2013

Court: United States Bankruptcy Court
       Middle District of Georgia (Albany)

Debtor's Counsel: Christopher W. Terry, Esq.
         STONE AND BAXTER, LLP
         577 Mulberry Street, Suite 800
         Macon, GA 31201
         Tel: (478) 750-9898
         Fax: (478) 750-9899
         E-mail: cterry@stoneandbaxter.com

Scheduled Assets: $4,025,980

Scheduled Liabilities: $1,146,871

A copy of the Company's list of its largest unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/gamb13-11029.pdf

The petition was signed by R. Ferman Wardell, chief executive and
financial officer.


WOODBINE EVENTS: Case Summary & Unsecured Creditor
--------------------------------------------------
Debtor: Woodbine Events, LLC
        14240 W. 151st Street
        Homer Glen, IL 60491

Bankruptcy Case No.: 13-30335

Chapter 11 Petition Date: July 30, 2013

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtors' Counsel: David P. Lloyd, Esq.
                  DAVID P. LLOYD, LTD.
                  615B S. LaGrange Road
                  LaGrange, IL 60525
                  Tel: (708) 937-1264
                  Fax: (708) 937-1265
                  E-mail: courtdocs@davidlloydlaw.com

Scheduled Assets: $10,877

Scheduled Liabilities: $6,700,000

Affiliate that simultaneously filed for Chapter 11:

        Debtor                     Case No.
        ------                     --------
Woodbine Golf Course, Inc.         13-30340
  Assets: $143,582
  Debts: $6,743,781

The petitions were signed by James B. Ludwig, president.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
WGC Real Estate, LLC                  13-17362            04/25/13

A. Woodbine Events' list of its largest unsecured creditors filed
with the petition contains only one entry:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
First Midwest Bank                 Machinery &          $6,700,000
c/o The Collins Law Firm, P.C.     Equipment
1770 Park St., Suite 200
Naperville, IL 60563

B. A copy Woodbine Golf Course's list of its four unsecured
creditors filed with the petition is available for free at:
http://bankrupt.com/misc/ilnb13-30340.pdf


WPCS INTERNATIONAL: Gets Non-Compliance Notice From NASDAQ
----------------------------------------------------------
WPCS International Incorporated received a letter from the Listing
Qualifications Department of the NASDAQ Stock Market notifying the
Company that the stockholders' equity of ($927,428) as reported in
the Company's annual report on Form 10-K for the fiscal year ended
April 30, 2013, was below the minimum stockholders' equity of
$2,500,000 required for continued listing on the NASDAQ Capital
Market as set forth in NASDAQ listing rule 5550(b)(1).

The Company has been provided 45 calendar days, or until Sept. 16,
2013, to submit a plan to regain compliance with the Rule.  If the
Plan is accepted, the Staff may grant an extension of up to 180
calendar days from the date of the notification letter to evidence
compliance with the Rule.

While the Company is exercising diligent efforts to maintain the
listing of its common stock on NASDAQ, and intends to timely
provide NASDAQ with its Plan to regain compliance with the Rule,
there can be no assurance that the Staff will accept the Plan or
that if the Plan is accepted, the Maximum Extension will be
granted or that the Company will be able to regain compliance with
the Rule.

In the event the Plan is not accepted or the Company fails to
demonstrate compliance during the extension period, the Company
expects the Staff to provide written notification to the Company
that its securities will be delisted from the NASDAQ Capital
Market.  If the Company receives a Delisting Notice, the Company
may appeal the Staff's determination to delist its securities to a
Hearings Panel.

                     About WPCS International

Exton, Pennsylvania-WPCS International Incorporated is a global
provider of design-build engineering services for communications
infrastructure, with approximately 250 employees in five
operations centers on three continents.  The Company provides its
engineering capabilities including wireless communication,
specialty construction and electrical power to a diversified
customer base in the public services, healthcare, energy and
corporate enterprise markets worldwide.

CohnReznick LLP, in Roseland, New Jersey, expressed substantial
doubt about WPCS International's ability to continue as a going
concern following the annual report for the year ended April 30,
2013.  The independent auditors noted that the Company has
incurred net losses and negative cash flows from operating
activities, had a working capital deficiency as of and for the
years ended April 30, 2013, and 2012, and has an accumulated
deficit as of April 30, 2103.

The Company reported a net loss of $6.8 million on $42.3 million
of revenue in fiscal 2013, compared with a net loss of
$20.6 million on $65.5 million in fiscal 2012.  The Company's
balance sheet at April 30, 2013, showed $18.1 million in total
assets, $19.1 million in total liabilities, and a stockholders'
deficit of $927,428.


YEHUD-MONOSSON: 8th Cir. Affirms Sanctions Against President
------------------------------------------------------------
The U.S. Court of Appeals for the Eighth Circuit upheld a
bankruptcy court order for a $5,000 sanction on Naomi Isaacson,
president of Yehud-Monosson USA, Inc.  The sanctions were for Mr.
Isaacson making factually unsupported and harassing statements in
documents filed with the bankruptcy court.

The appeals case is Naomi Isaacson, Plaintiff-Appellant, v. Nauni
Jo Manty, Defendant-Appellee, Case No. 12-2384 (8th Cir.).

A copy of the Eighth Circuit's July 19, 2013 Decision is available
at http://is.gd/w0QUlofrom Leagle.com.

                   About Yehud-Monosson USA

Yehud-Monosson USA, Inc., for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 11-11278) on March 23, 2011.  Rebekah M.
Nett, Esq., at Westview Law Center, PLC, in St. Paul, Minn.,
served as the Debtor's counsel.  The Company estimated $1 million
to $10 million in assets and debts.

A federal judge ordered the case converted to Chapter 7 --
basically taking financial control away from SIST -- and a trustee
was appointed in June 2011.

The Shawano Leader reports the case was sent to federal bankruptcy
court in Minnesota.  Yehud-Monosson listed more than $6.2 million
in liabilities and nearly $7 million in assets, which included
four properties in Minnesota, when the bankruptcy was filed.
Among the largest secured creditors involved the case are
Vermilion State Bank, holding a $2.2 million mortgage; William A.
Egan, of St. Paul, Minn., holding a $2 million mortgage; Tiger Peg
Capital Corp. of Houston, Texas, with an $893,000 mortgage; and
American Bank of St. Paul, Minn., with a $594,000 mortgage.  The
filing also lists more than $250,000 owed to unsecured creditors,
including nearly $89,000 in real estate taxes.

                    About Samanta Roy Institute

Based in Wilmington, Delaware, Dr. R.C. Samanta Roy Institute of
Science & Technology, Inc., is the parent corporation of U.S.
Acquisitions and Oil, MidWest Oil of Wisconsin, MidWest Oil of
Minnesota, MidWest Oil of Shawano, MidWest Properties of Shawano,
and MidWest Hotels and Motels of Shawano.  They operate entities
and holding companies owning real property leased to subsidiaries.
Through affiliates, they own, among other things, hotels, gas
stations, and an amusement park/racetrack.  They use income from
their business enterprises to fund not-for-profit educational
activities.

SIST and its subsidiary companies first filed for Chapter 11
bankruptcy on March 16, 2009.  The cases were dismissed on
Sept. 22, 2009.

SIST again filed for Chapter 11 bankruptcy on Feb. 21, 2011
(Bankr. D. Del. Lead Case No. 11-10504).  Rebekah M. Nett, Esq.,
at Westview Law Center, PLC, represents the Debtors.  In their
petition, the Debtors estimated both assets and debts of between
$1 million and $10 million.


YWCA OF CENTRAL NEW JERSEY: Files for Chapter 11 Bankruptcy
-----------------------------------------------------------
Mark Spivey, writing for mycentraljersey.com, reports that Gary
Kirkwood, the CEO of the 106-year-old YWCA of Central New Jersey,
on Wednesday confirmed reports that the organization has filed for
Chapter 11 bankruptcy, but said he and others hope it can emerge
from the proceedings stronger than it's been in years.

The organization has $4.62 million in liabilities and $2.01
million in assets, according to Dennis Mahoney, Esq., the attorney
handling the bankruptcy proceedings.  Mr. Mahoney said much of the
local YWCA's debt is secured, and tied up in the chapter's Tudor
Revival-style East Front Street building, which was constructed in
1925 and appears on the state and national Registers of Historic
Places.

The petition listed four secured creditors and about 50 unsecured
creditors in the bankruptcy case.

On the Net: http://dwils14.wix.com/ywcacentralnj


YWCA OF PLAINFIELD: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: YWCA Of Plainfield And North Plainfield
        232 East Front Street
        Plainfield, NJ 07060

Bankruptcy Case No.: 13-26647

Chapter 11 Petition Date: July 30, 2013

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

Judge: Novalyn L. Winfield

Debtor's Counsel: Dennis M. Mahoney, Esq.
                  DENNIS M. MAHONEY, P.A.
                  One Woodbridge Center, Suite 240
                  Woodbridge, NJ 07095
                  Tel: (732) 855-1776
                  E-mail: dmmahoneypa@aol.com

Scheduled Assets: $2,012,000

Scheduled Liabilities: $4,622,488

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/njb13-26647.pdf

The petition was signed by Gary Kirkwood, chief executive officer.


* Automatic Stay Bars Removing Suit to Federal Court
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that according to a three-page opinion on July 31 by U.S.
District Judge E. Richard Webber in St. Louis, the automatic stay
in bankruptcy prohibits a creditor from removing a state-court
lawsuit to federal court without first obtaining a modification of
the stay.

The creditor brought a suit in state court against a defendant who
later filed Chapter 7. The plaintiff filed to remove the suit to
federal court and asked Judge Webber to transfer the suit to
bankruptcy court. Judge Webber declined.

Citing only general authority about the scope of the automatic
stay in Section 362 of the Bankruptcy Code, Judge Webber ruled
that the stay precluded removing the suit from state court unless
the plaintiff had first sought and obtained an order from the
bankruptcy court modifying the automatic stay.

The opinion is consistent with Bankruptcy Rule 9027(a)(2), which
says the deadline for removal is 30 days after the stay is
modified.

By extension, the rule of the case implies that a bankrupt
individual or company also must obtain a modification of the stay
before removing a suit to federal court.

The case is F&M Bank & Trust Co. v. Owens, 13-00063, U.S. District
Court, Eastern District Missouri (St. Louis).


* 20 U.S. Cities That May Seek Chapter 9 Bankruptcy
---------------------------------------------------
A Newsmax article by Stephen Moore -- http://is.gd/amPHqm--
listed down 20 U.S. cities that may soon follow Detroit into
Chapter 9 bankruptcy (though one -- Jefferson County -- is already
in Chapter 9).  According to the Newsmax report, many of the 61
largest U.S. cities are plagued with the same kinds of retirement
legacy costs that sent Detroit into Chapter 9.  These cities, the
report says, have amassed $118 billion in unfunded healthcare
liabilities.

The Newsmax list is based on bond ratings and other data.  The 20
cities on its list are:

     1. Compton, Calif., which has accrued a general-fund
        deficit of more than $40 million by borrowing from other
        funds, depleting what had been a $22 million reserve.

     2. East Greenbush, N.Y., wherein a state audit concluded
        that years of fiscal mismanagement left the city more
        than $2 million in debt.

     3. Fresno, Calif., whose lease-revenue bonds were downgraded
        to junk-level by Moody's.  The ratings firm also has
        downgraded Fresno's convention center and pension
        obligation bonds due to the city's "exceedingly weak
        financial position."

     4. Gulf County, Fla., wherein Fitch Ratings warned the
        city's predominately rural economy is "narrowly
        focused," with income levels one-quarter below national
        averages and economic indicators for the county also
        comparing unfavorably to national averages.

     5. Harrisburg, Pa., which has at least $345 million in debt.

     6. Irvington, N.J., which has a violent crime rate six
        times higher than New Jersey's average.

     7. Jefferson County, Ala., which is already in bankruptcy
        weighed down by over $3.14 billion in sewer bond debt.

     8. Menasha, Wis., which defaulted on bonds in 2007 it had
        issued to fund a steam plant which has since closed
        and left the city permanently in the red.

     9. Newburgh, N.Y., whose school district is facing a
        $2 million budget gap.

    10. Oakland, Calif., which has lost $250 million from a
        1997 pension obligation bond sale and subsequent
        investment strategy.

    11. Philadelphia School District, Pa., which is faces a
        $304 million deficit in its $2.35 billion budget, and
        is seeking $133 million from labor-contract savings to
        prevent further cutbacks.

    12. Pontiac, Mich., where the emergency manager has
        restructured the city's finances.

    13. Providence, R.I., which is rumored to be filing for
        bankruptcy for more than a year.

    14. Riverdale, Ill., whose credit rating is under review
        by Moody's because the city has not released an audit
        of interim or unaudited data for the year that ended
        April 30, 2012.

    15. Salem, N.J., which is under close fiscal supervision after
        it issued bonds to finance the construction of the Finlaw
        State Office Building, which was delayed by construction
        issues, and its leasing revenues are not enough to cover
        the debt payments and the maintenance fees.

    16. Strafford County, N.H., which regularly borrows money to
        cover its short-term cash needs after it spent two-fifths
        of its budget on a nursing home, which lost $36 million
        from 2004 to 2009.

    17. Taylor, Mich., which has a large deficit and is vulnerable
        due to significant declines in the tax base, limited
        financial flexibility, and above-average unfunded pension
        obligations.

    18. Vadnais Heights, Minn., which had its debt rating
        downgraded to junk last fall by Moody's after the city
        council voted to stop payments to a sports center financed
        by bonds.

    19. Wenatchee, Wash., which has defaulted on $42 million in
        debt associated with the Town Toyota Center, a
        multipurpose arena, and has ongoing financial issues due
        to the default.

    20. Woonsocket, R.I., which faces near-term liquidity
        shortages necessitating an advance in state aid, a high-
        debt burden and unfunded pension liabilities, with Moody's
        citing the city's continuing difficulties in making
        spending cuts because of poor management and imprecise
        accounting.


* Moody's Notes New Long-Term Risks for Generic Drug Makers
-----------------------------------------------------------
Several recent developments could have important long-term
consequences for the generic drug industry, increasing companies'
costs and pressuring margins at a time when they are facing
increased regulatory scrutiny and pricing pressure, Moody's
Investors Service says in a new report, "Evolving Legal Landscape
Will Increase Costs, Uncertainty for Generic Drug Companies."

In June, the US Supreme Court ruled that drug companies can be
sued to determine whether patent settlement agreements between
generic and branded pharmaceutical violate antitrust laws, and
last month the Food and Drug Administration (FDA) said it is
considering changes to rules regarding pharmaceutical safety
labels, which has the potential to increase product liability risk
for generic drug manufacturers.

"Recent developments will likely lead to higher legal, regulatory
and insurance costs for generic drug makers and expose them to
potentially large payouts due to antitrust and product liability
allegations," says Vice President -- Senior Credit Officer,
Jessica Gladstone. "At the same time, they face greater pricing
pressure from customers and increasing regulatory and quality
scrutiny from the FDA."

Together these factors will pressure generic drug manufacturers'
profitability and elevate event risk, she says, and possibly even
change the way they conduct their business.

In view of the Supreme Court ruling, Moody's expects the Federal
Trade Commission to step up investigations into patent settlements
between branded and generic drug manufacturers, and that more
class action lawsuits will follow. In addition, litigation that
had been stayed pending the Supreme Court decision will now move
forward, exposing companies to potentially sizable payouts. This
risk is highlighted by Teva's decision last week to take a $485
million charge to settle some of it antitrust litigation related
to Provigil.

"As industry risks rise, generic drug companies' capacity for
leverage will decline and better liquidity will be necessary,"
Gladstone notes. "Though some changes will take a while to play
out, over time operating risks could materially increase, and if
they do, our tolerance for leverage at companies' current ratings
will go down."


* Mercer to Acquire Pension Wind-Up Business of PwC in Canada
-------------------------------------------------------------
Mercer on Aug. 8 disclosed that it has signed a definitive
agreement to acquire the pension wind-up business of PwC in
Canada.  Upon the closing of the transaction, expected by the end
of the third quarter 2013, the team of PwC professionals will join
Mercer's own specialists in the pension wind-up business.

Terms of the transaction were not disclosed.

Pension wind-ups can occur following a bankruptcy of a defined
benefit pension plan sponsor or, on a voluntary basis, when an
employer decides to wind up its pension plan.  In the case of an
Ontario wind-up due to bankruptcy, the regulator, the Financial
Services Commission of Ontario (FSCO), appoints a qualified firm
as an Administrator.

"We are delighted that the highly professional, well-regarded team
from PwC will join Mercer," said Paul Forestell, senior partner
and the Market Retirement Leader for Mercer Canada.  "This is an
excellent fit for Mercer Canada, as it enhances our own successful
business in pension wind-ups.  The transaction is also evidence of
Mercer's commitment to Canada and to investing in the expansion of
our retirement consulting business."

"As professionals joining Mercer's wind-up team, we are committed
to ensuring continuity and excellence of client service," said
Sharon Carew, Associate Partner with PwC.  "We are members of a
highly focused specialist field and we know our team and that of
Mercer share a common dedication to professionalism.  The combined
specialist resources of Mercer Canada and PwC in Canada will
enhance our joint capabilities as an Appointed Administrator."

"Moving our pension wind-up practice to Mercer is consistent with
our long term strategy, positive for FSCO and provides a great
opportunity for our pension wind-up team," said Christopher Kong,
National Managing Partner of PwC's Tax Practice in Canada.  "We
are delighted to see our pension wind-up practice find a new home
with an organization such as Mercer."

                         About Mercer

Mercer -- http://www.mercer.ca-- is a global consulting leader in
talent, health, retirement and investments.  Mercer helps clients
around the world advance the health, wealth and performance of
their most vital asset - their people.  Mercer's 20,000 employees
are based in more than 40 countries.  Mercer is a wholly owned
subsidiary of Marsh & McLennan Companies, a global team of
professional services companies offering clients advice and
solutions in the areas of risk, strategy and human capital.  With
53,000 employees worldwide and annual revenue exceeding $11
billion, Marsh & McLennan Companies is also the parent company of
Marsh, a global leader in insurance broking and risk management;
Guy Carpenter, a global leader in providing risk and reinsurance
intermediary services; and Oliver Wyman, a global leader in
management consulting.

                        About PwC Canada

PwC Canada -- http://www.pwc.com/ca-- helps organizations and
individuals create the value they're looking for.  More than 5,700
partners and staff in offices across the country are committed to
delivering quality in assurance, tax, consulting and deals
services.  PwC Canada is a member of the PwC network of firms with
more than 180,000 people in 158 countries.


* Deborah Williamson Joins Cox Smith as Managing Director
---------------------------------------------------------
Cox Smith, the largest Texas law firm headquartered in San
Antonio, on Aug. 7 disclosed that its shareholders have selected
Deborah D. Williamson to serve as the firm's next Managing
Director.  Ms. Williamson, who has been a shareholder for more
than 31 years, succeeds Jamie Smith, who will serve as the firm's
Chair.  Ms. Williamson has led the firm's bankruptcy department
for most of that time, and has participated in different aspects
of firm management for many years.

Mr. Smith, who has been Cox Smith's Managing Director since 2005,
said, "Deborah is an excellent choice and will continue to serve
the firm very well.  She is passionate about the firm and our
clients, she has a broad perspective on our industry, and she is
well known to professional colleagues around the country and the
world.  I look forward to working with her."

Ms. Williamson, who will continue her practice in addition to
assuming her new management role, is nationally and
internationally renowned for her knowledge of bankruptcy issues
and trends.  She is regularly called on by clients in a variety of
industries for her bankruptcy experience and advice regarding
counter-party risk.  Ms. Williamson currently serves as one of the
19 members of the American Bankruptcy Institute's (ABI) Bankruptcy
Reform Commission and was recently awarded the ABI's Lifetime
Achievement Award, which has been presented only twice in the
ABI's nearly 30-year history.

Ms. Williamson has been named a leader in her field by Chambers
USA since 2003, selected for inclusion by Texas Super Lawyers as
one of the Top 100 Lawyers in Texas (regardless of practice) and
as one of the Top 50 Women Lawyers in Texas and one of the Top 50
Lawyers in Central Texas since the honor's inception.  Named one
of The Best Lawyers in America(C) consecutively for over two
decades, she was recently included for the second time in Texas
Lawyer's Go-To Guide as one of the top five bankruptcy attorneys
in the state of Texas, which is compiled by the magazine's
editorial department and published only every five years.  She is
also the current Co-Chair of the Bankruptcy and Insolvency
Litigation Committee of the Litigation Section of the American Bar
Association.  In 2012, Ms. Williamson co-authored When Gushers Go
Dry, a guide to oil and gas bankruptcy. She had previously co-
authored Bankruptcy Litigation for the Commercial Litigator.

"I'm honored and excited to have been asked to assume this very
important role for the firm," said Ms. Williamson.  "And I am very
humbled by the support of my fellow shareholders and the
responsibility they have placed in me.  Jamie has done an
outstanding job as the firm's Managing Director and I look forward
to drawing on his firm management experience and working with him
in continuing our focus on our clients and our communities as I
transition into my new role."

In his role as Chair, Smith will continue to be involved in firm
leadership, as well as devoting even more time to working with the
firm's clients.  "My first priority will be to work closely with
Deborah to ensure a smooth transition in early 2014, and
thereafter to focus more of my time on client service initiatives,
developing and expanding client relationships, civic involvement
and other matters of strategic importance to the firm.  Deborah
and I have worked well together on client matters for more than 20
years, and I look forward to being a resource for her as she
assumes this important leadership role."

                         About Cox Smith

Cox Smith Matthews Incorporated -- http://www.coxsmith.com-- is a
Texas law firm based in San Antonio.  From its dominant position
in San Antonio with a growing presence in key markets including
Austin, Dallas, El Paso and McAllen, Cox Smith's attorneys help
regional, national and international businesses with a wide
variety of matters involving business law and litigation.


* BOOK REVIEW: The ITT Wars: An Insider's View of Hostile
               Takeovers
---------------------------------------------------------
Author:      Rand Araskog
Publisher:   Beard Books
Soft cover:  236 pages
List Price:  $34.95
Review by Gail Owens Hoelscher
Buy a copy for yourself and one for a colleague on-line at:
http://is.gd/zrjGXr

This book was originally published in 1989 when the author was
Chairman and Chief Executive Officer of ITT Corporation, a $25
billion conglomerate with more than 100,000 employees and
operations spanning the globe with an amazing array of
businesses: insurance, hotels, and industrial, automotive, and
forest products.  ITT owned Sheraton Hotels, Caesars Gaming, one
half of Madison Square Garden and its cable network, and the New
York Knickerbockers basketball and the New York Rangers hockey
teams.  The corporation had rebounded from its troubles of the
previous two decades.

Araskog was made CEO in 1978 to make sense of years of wild
acquisition and growth. Under Harold Geneen, successor to ITT's
founder and champion of "growth as business strategy," ITT's
sales had grown from $930 million in 1961 to $8 billion in 1970
and $22 billion in 1979.  It had made more than 250 acquisitions
and had 2,000 working units.  (It once acquired some 20
companies in one month).

ITT's troubles began in 1966, when it tried to acquire ABC.
National sentiment against conglomerates had become endemic; the
merger became its target and was eventually abandoned.  Next
came a variety of allegations, some true, some false, all well
publicized: funding of Salvador Allende's opponents in Chile's
1970 presidential elections; influence peddling in the Nixon
White House; underwriting the 1972 Republican National
Convention.  ITT's poor handling of several antitrust cases was
also making headlines.

Then came recession in 1973.  ITT's stock plummeted from 60 in
early 1973 to 12 in late 1974.  Geneen found himself under fire
and, in Araskog's words, the "succession wars" among top ITT
officers began.  Geneen was forced out in 1977, and Araskog,
head of ITT's Aerospace, Electronics, Components, and Energy
Group, with more than $1 billion in sales, won the CEO prize a
year later.

Araskog inherited a debt-ridden corporation.  He instituted a
plan of coherent divesting and reorganization of the company
into more manageable segments, but was cut short by one of the
first hostile bids by outside financial interests of the 1980s,
by businessmen Jay Pritzker and Philip Anschutz.  This book is
the insider's story of that bid.

The ITT Wars reads like a "Who's Who" of U.S. corporations in
the 1970s and 1980s. Araskog knew everyone.  His writing
reflects his direct, passionate, and focused management style.
He speaks of wars, attacks, enemies within, personal loyalty,
betrayal, and love for his company and colleagues.  In the
book's closing sentences, Araskog says, "We fought when the odds
were against us.  We won, and ITT remains one of the most
exciting companies of the twentieth century.  We hope to keep
the wagon train moving into the twenty-first century and not
have to think about making a circle again.  Once is enough."
Araskog wrote a preface and postlogue for the Beard Books
edition, and provides us with ten years of perspective as well
as insights into what came next.  In 1994, he orchestrated the
breakup of ITT into five publicly traded companies.  Wagon
circling began again in early 1997 when Hilton Hotels made a
hostile takeover offer for ITT Corporation. Araskog eventually
settled for a second-best victory, negotiating a friendly merger
with The Starwood Corporation, in which ITT shareholders became
majority owners of Starwood and Westin Hotels, with the
management of Starwood assuming management of the merged entity.

Today Mr. Araskog continues to serve on the boards of the four
corporations created from ITT, as well as on the boards of Shell
Oil Company and Dow Jones, Inc.  He heads up his own investment
company with headquarters on Worth Avenue, in Palm Beach,
Florida.


                            *********

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
3are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
e-mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Peter A.
Chapman at 215-945-7000 or Nina Novak at 202-241-8200.


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