TCR_Public/130815.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, August 15, 2013, Vol. 17, No. 225


                            Headlines

A-1 PLANK: Successor Ch.7 Trustee Can't Bring New Claim v. Bank
ADEPT TECHNOLOGIES: Has Fifth Interim OK to Use PNC's Cash
ADEPT TECHNOLOGIES: Hearing on Plan Objections Set for Aug. 19
ADVANCED MICRO: S&P Revises Outlook to Negative & Affirms 'B' CCR
ALLIED SYSTEMS: Defends Incentive Plan for Insiders

AMERICAN AIRLINES: Justice Dept. Sues to Bar US Airways Merger
AMERICAN AIRLINES: APA Reiterates Commitment to US Airways Merger
AMERICAN HOUSING: Bankruptcy Judge Bars Direct Appeal to 5th Cir.
AMRCO INC: Foreclosed Property Belongs to Bankruptcy Estate
ANCHOR BANCORP: Files Prepack to Recapitalize Bank

ARCHDIOCESE OF MILWAUKEE: Abuse Victims Want Judge Randa Removed
BATAVIA NURSING: Judge Tackles "Innocent Absentee", "Safe Harbor"
BDC CAPITAL: Banks Have Right to Vote on Thoburn Plan
BEACON ENTERPRISE: Cancels Special Meeting of Shareholders
BIG M: Hearing on Exclusivity Extension Continued Until Aug. 20

BRONCO MIDSTREAM: Moody's Rates $430MM Senior Secured Loan 'Ba2'
BRONCO MIDSTREAM: S&P Assigns 'B+' CCR & Rates $430MM Loan 'B+'
CARL'S PATIO: Seeks Chapter 7 Conversion of Bankruptcy Cases
CARL'S PATIO: Pro Rata Recovery for Unsecured Creditors Under Plan
CASALE INDUSTRIES: Meeting to Form Creditors' Panel on Aug. 28

CENTRAL FEDERAL: Incurs $554,000 Net Loss in Second Quarter
CHA CHA ENTERPRISES: Taps Felderstein Fitzgerald as Bankr. Counsel
CHA CHA ENTERPRISES: Taps Thomas Lewis as Special Counsel
COMDISCO HOLDING: Posts Net Loss of $349,000 in Third Qtr. 2013
COMMONWEALTH GROUP: Aug. 22 Hearing on Confirmation of Plan

CUBIC ENERGY: NYSE Files From 25 to Delist Common Stock
CUMULUS MEDIA: Canyon to Buy up to $77 Million Preferred Shares
DELTA PETROLEUM: Long Trusts' Suit v. Castle Texas Remanded
DELTATHREE INC: Stockholders Elect Seven Directors
DETROIT, MI: Michigan Federal District Judge Named Mediator

DEWEY & LEBOEUF: Trustee Seeks $5.7MM in Clawback Suits
DEWEY & LEBOEUF: Demand Letters Sent to Non-PCP Participants
DIGITALGLOBE INC: S&P Affirms 'BB' CCR & Revises Outlook to Stable
DREIER LLP: $33MM in Artworks Transferred to Heathfield Capital
DUNE ENERGY: Reports Second Quarter Net Loss of $1.3 Million

E*TRADE FINANCIAL: S&P Affirms 'B-' Counterparty Credit Rating
EASTMAN KODAK: Incurs $224 Million Net Loss in Second Quarter
ECOTALITY INC: Zeldges Probes Possible Securities Law Violations
ELCOM HOTEL: Exclusive Plan Filing Period Extended to Sept. 30
EMPRESAS OMAJEDE: Has Until Oct. 10 to File Plan & Disclosure

ENDICOTT INTERCONNECT: Committee Aims to Investigate Insider Loans
ENERGY SERVICES: Amends Forbearance Agreement with United Bank
ENERSYS: S&P Revises Outlook to Positive & Affirms 'BB' CCR
EXIDE TECHNOLOGIES: EPA Opposes Abandonment of Contaminated Lot
FLAT OUT: Seeks $1.8 Million Surcharge on HillStreet Collateral

FLAT OUT: Has Until Sept. 22 to Solicit Acceptances of Plan
FLAT OUT: Court Allows HillStreet to Repossess Collateral
FRIENDFINDER NETWORKS: Common Stock Now Trading on OTCQB Market
GLOBAL AVIATION: Magellan Aviation's Late Claim Barred
GREAT PLAINS EXPLORATION: Joshua Lewis No Longer Acts as Counsel

GREAT PLAINS EXPLORATION: Has Until Sept. 23 to File Final Plan
HAAS ENVIRONMENTAL: Meeting to Form Creditors' Panel on Aug. 22
HEARUSA INC: Trustee Admits Mistake in Stockholder Distribution
HILLTOP FARMS: Has Limited Use of Cash Collateral Until Aug. 31
HILLTOP FARMS: Plan Confirmed Subject to Approval of Settlements

HOVNANIAN ENTERPRISES: Amends $481.8 Million Securities Offering
HUNTSMAN INTERNATIONAL: S&P Retains 'BB' CCR Following Add-On
INNOVATION FUELS: Court Dismisses Ch.7 Trustee's Suit v. Insiders
INVESTORS CAPITAL: Plan Confirmation Hearing Moved to Oct. 16
JAMES RIVER: Amends 24.6 Million Shares Resale Prospectus

JEANS.COM INC: Puerto Rico Judge Won't Reinstate Chapter 11 Case
JEH COMPANY: Opposes Frost Bank's Bid for Chapter 7 Conversion
JEH COMPANY: Frost Bank Wants Court to Reconsider Stay Ruling
JOURNAL REGISTER: Creditors Want Chapter 11 Case Dismissed
K-V PHARMACEUTICAL: Glenview Capital Holds 3% of Class A Shares

KNOWLEDGE UNIVERSE: S&P Raises Rating on $260MM Notes to 'CCC'
LEVEL 3 FINANCING: Fitch Rates $596MM Secured Term Loan 'BB'
LEVEL 3 FINANCING: Moody's Rates New $596MM Sr. Secured Loan Ba3
LEVEL 3 FINANCING: S&P Assigns 'BB-' Rating to $595.5MM Loan
LIQUIDMETAL TECHNOLOGIES: President Sells 400,000 Shares

LLS AMERICA: C$601,500 Judgment Against Tamana Recommended
MACKINAW POWER: S&P Lowers Sr. Secured Term Loan Rating to 'B+'
MCD PLUMBING: Fails in Bid to Reject CBA With Local Union No. 22
MERCY MEDICAL: Fitch Affirms 'BB+' Revenue Bonds Rating
MGM RESORTS: Incurs $92.9 Million Net Loss in Second Quarter

MI PUEBLO: May Hire Binder & Malter as Gen. Reorganization Counsel
MI PUEBLO: Has Nod to Hire Wm. Thomas Lewis as Special Counsel
MOMENTIVE PERFORMANCE: Posts Net Loss of $70MM in Second Qtr. 2013
MPG OFFICE: Posts $88.3 Million Net Income in Second Quarter
NANOINK: Nanometer-Scale Equipment Auction Set for Aug. 19

NIELSEN HOLDINGS: S&P Affirms 'BB' CCR; Outlook Stable
NUANCE COMMS: Share Buyback Prompts Moody's to Lower CFR to Ba3
NUSTAR LOGISTICS: Moody's Keeps Ba1 CFR & Rates $300MM Notes Ba1
OTELCO INC: Reports $109.6 Million Net Income in Second Quarter
OZ GAS: Lewis Leaves Bernstein-Burkley, May Withdraw as Counsel

PATRIOT COAL: Reports $215.7 Million First-Half Loss
PETER HERMAN: Trying to Keep Too Much, Lawyer Loses Everything
PHOENIX INDUSTRIAL: S&P Cuts Rating on 2009 Revenue Bonds to 'BB'
PINNACLE FOODS: Moody's Affirms B1 CFR; Changes Outlook to Stable
PINNACLE FOODS: S&P Puts 'BB' Debt Rating on CreditWatch Negative

PLATINUM PROPERTIES: Authorized to Sell Maple Knoll Real Estate
PREMIER GOLF: Seeks OK of Kenneth Hoyt as Substitute Counsel
PROLOGIS LP: Fitch Currently Rates $100MM Preferred Stock 'BB+'
PULSE ELECTRONICS: Incurs $5.2 Million Net Loss in Second Quarter
R. BROWN & SONS: Custodians' Accounting Report Due Aug. 7

RAHA LAKES: San Pedro Investment Balks at Plan Confirmation
REGIONAL EMPLOYERS: Court Denies Bid to Employ Hangley Aronchick
REGIONAL EMPLOYERS: Schedules and Statements Due Sept. 5
RESIDENTIAL CAPITAL: Fails to Halt FHFA Suit Against Ally
RIVER CANYON: Water District Fails to Slow Down Confirmation

SEANERGY MARITIME: Gets NASDAQ Listing Compliance Extension Notice
SELECT TREE: Damon Morey's Work to Include Probate Matters
SIMON WORLDWIDE: Amends Report on Three Lions LLC Agreement
SINCLAIR BROADCAST: Had $18 Million Net Income in 2nd Quarter
SOUND SHORE: Committee Can Retain Alston & Bird as Lead Counsel

SPOKANE RACEWAY: 9th Cir. BAP Affirms Final Decree Closing Case
SPRINGLEAF FINANCE: Reports $25.1 Million Net Income in 2nd Qtr.
STACY'S INC: May Hire Ouzts as Financial Advisor & Accountant
STACY'S INC: Has Nod to Hire Barton Law as Bankruptcy Counsel
STACY'S INC: May Hire Faulkner & Thompson for Accounting Services

STACY'S INC: Has OK to Hire SSG Advisors as Investment Banker
STACY'S INC: US Trustee Adds 2 Members to Creditors Committee
STACY'S INC: Committee Has Nod to Hire Moore & Van as Counsel
STACY'S INC: Has Court OK to Use Cash Collateral Through Aug. 16
STANFORD GROUP: Judge Says 3 Brokers Violated Securities Laws

STEWART INFORMATION: Fitch Raises Unsecured Debt Rating From 'BB+'
SUNSET MARINE: Tracker Marine Rift to Be Heard in Missouri Court
SYNAGRO TECHNOLOGIES: Wants Until Nov. 20 to Decide on Leases
SYNAGRO TECHNOLOGIES: Taps PricewaterhouseCoopers as Tax Advisor
T-L BRYWOOD: RCG-KC Brywood Wants Relief from Automatic Stay

T-L BRYWOOD: Taps Shepard Schwartz as Accountants for Sole Member
T-L BRYWOOD: Wants Until Jan. 31 to Solicit Plan Acceptances
TELETOUCH COMMUNICATIONS: Suspending Filing of Reports with SEC
THERAPEUTICSMD INC: Incurs $6 Million Net Loss in 2nd Quarter
THOBURN LIMITED: Banks Have Right to Vote on Plan

THOMPSON CREEK: Incurs $19.2 Million Net Loss in 2nd Quarter
TITAN ENERGY: Revised 2012 Annual Report Shows $1.6-Mil. Loss
TLO LLC: Renews Bid to Obtain $2-Mil. in Additional DIP Financing
TLO LLC: Employs COO and President
TLO LLC: Seeks to Employ Bayshore as Investment Banker

TRANS-LUX CORP: Investor Guidance Conference Call Held
TRAVELPORT HOLDINGS: Reports Second Quarter Loss of $97 Million
TRIBUNE CO: S&P Affirms 'BB-' CCR & Removes Rating From Watch
TRIUS THERAPEUTICS: Incurs $19.7 Million Net Loss in Q2
UCI HOLDINGS: S&P Lowers CCR to 'B-' & Revises Outlook to Stable

UNITED REFINING: Debt Reduction Cues Moody's to Raise CFR to 'B2'
VISTEON CORP: Planned Joint Venture Sale No Impact on B1 Rating
VIVARO CORP: Taps Del Virginia Firm to Pursue Avoidance Actions
WACO TOWN SQUARE: Bankr. Court Dismisses NSJS's Claims
WAYNE COUNTY, MI: Fitch Lowers Rating on $195.5MM LTGOs to 'BB-'

WESTERN BIOMASS: Sale to GeoSyn Halted in Favor of Higher Offer
WIZARD WORLD: Incurs $3.2 Million Net Loss in Second Quarter
YRC WORLDWIDE: Incurs $15.1 Million Net Loss in Second Quarter
ZACKY FARMS: Files First Amended Plan of Reorganization
ZACKY FARMS: Employs Hank Spacone as Claims Management Consultant

* Fitch: DOJ Move to Block AMR-US Airways Merger Credit Negative
* Fitch: Canadian Housing Correction Could Hit Banks' RWA Levels

* Morrison & Foerster Issues Bankruptcy Group Mid-Year Update
* Peter Carson Joins Sheppard's Finance & Bankruptcy Practice

* Recent Small-Dollar & Individual Chapter 11 Filings

                            *********

A-1 PLANK: Successor Ch.7 Trustee Can't Bring New Claim v. Bank
---------------------------------------------------------------
Kansas Bankruptcy Judge Robert E. Nugent denied the request of
Carl B. Davis, the successor bankruptcy trustee for A-1 Plank &
Scaffold Mfg, Inc., for leave to amend a complaint against
Sunflower Bank N.A.

The successor trustee relies on the non-disclosure of a document
to his predecessor as the basis for adding a novel legal claim
that transfers to Sunflower Bank, already targeted as 11 U.S.C.
Sec. 548(a) fraudulent transfers, were also preferences paid to
the Bank within one year of the petition date.  The trustee
necessarily asserts, for the first time, that the Bank was "in
control" of the debtor and is, accordingly, a statutory insider.
The insider "control" claim is based on a supposedly elusive
document.  The trustee also seeks to have this amendment relate
back to the date of the original complaint, particularly important
here as more than three years have passed since the underlying
bankruptcy case was filed and the Sec. 546 statute of limitations
has otherwise expired.

According to Judge Nugent, after careful review of the supposedly
undisclosed document, "I conclude that its contents were
incorporated verbatim into the additional terms of a promissory
note signed by the debtor's officers, a copy of which was filed
with the Bank's first proof of claim on June 22, 2010, and which
was known well enough to the first trustee to fuel his request for
clarification concerning the document's meaning from the Bank's
then counsel. Indeed, the first trustee filed a complaint that
referred to the control accounts referenced in the document and
sought to recover these same transfers as fraudulent, but did not
plead a [Sec.] 547 insider preference claim."

Judge Nugent said the trustee's motion to amend should be denied
because the estate's delay in pleading this new claim is
unexplained and the estate knew of this agreement long before the
pleading and discovery deadlines passed (knowledge with which this
trustee is charged), making the complaint a "moving target."

The case is CARL B. DAVIS, TRUSTEE Plaintiff, v. SUNFLOWER BANK,
N.A. Defendant, Adv. Proc. No. 12-5038 (Bankr. D. Kan.).  A copy
of the Court's July 23, 2013 Order is available at
http://is.gd/Uk80cufrom Leagle.com.

Sunflower Bank, N.A., is represented by Michael P. Alley, Esq. --
mpalley@cml-law.com -- at Clark, Mize & Linville, Chtd.  Sunflower
Bank is the major secured creditor.

                          About A-1 Plank

A-1 Plank & Scaffold Mfg., Inc., and Allenbaugh Family Limited
Partnership sought chapter 11 protection (Bankr. D. Kan. Case
Nos. 10-10379 and 10-10378) on Feb. 21, 2010, and were represented
by Edward J. Nazar, Esq., at Redmond & Nazar, L.L.P., in Wichita,
Kansas.  The debtors ceased normal business operations in October
2009 and all operations came to a halt in February 2010.  A-1
Plank & Scaffold disclosed $1.7 million in assets and $11.3
million in liabilities at the time of the filing.  Allenbaugh
disclosed $3.3 million in assets and liabilities of $3.2 million.

A liquidating chapter 11 plan was confirmed on June 8, 2011.  J.
Michael Morris was appointed liquidating trustee.

On April 30, 2012, the case was converted to chapter 7 and Mr.
Morris appointed chapter 7 trustee.  On Jan. 10, 2013, Mr. Morris
resigned as trustee and Carl B. Davis was appointed to succeed
him.


ADEPT TECHNOLOGIES: Has Fifth Interim OK to Use PNC's Cash
----------------------------------------------------------
The Hon. Jack Caddell of the U.S. Bankruptcy Court for the
Northern District of Alabama has authorized Adept Technologies,
LLC, authorization to use cash collateral in which PNC Bank,
National Association asserts an interest, for a period of 45 days
from July 30, 2013.

As reported by the Troubled Company Reporter on June 4, 2013, the
Court already entered four interim agreed orders allowing the
Debtor to use the Cash Collateral.  PNC asserts that the PNC debt
totaled approximately $6,402,852 as of the Petition Date, and is
secured by, among other things, certain real property in four
locations in Madison County, Alabama, and PNC's security interest
in the Debtor's inventory, chattel paper, accounts, equipment and
general intangibles, together with all other accessories,
accessions, attachments, tools, parts, supplies, replacements of
and additions thereto, all products and produce thereof and all
proceeds of the foregoing, including insurance proceeds.

As adequate protection to PNC for the use of the Cash Collateral,
PNC is granted a first priority replacement lien nunc pro tunc as
of the Petition Date on and in all assets of the Debtor that
comprise the PNC collateral, subordinate only to the carve-out.

The Debtor will deliver to PNC monthly adequate protection
payments in the amount of $77,000, commencing on Aug. 15, 2013,
and continuing on the 15th of each month through the termination
date.  PNC will apply the Adequate Protection Payments to the
$1.2 million line of credit in accordance with the loan documents
evidencing the loan.

The Debtor has established a Debtor-in-Possession bank account
with North Alabama Bank.  The Debtor will collect, deposit and
maintain all Cash Collateral, whether received prior to, on or
after the date of filing its Voluntary Petition in this DIP
Account.  Debtor will not comingle Cash Collateral with any other
monies the Debtor may otherwise collect or receive that are not
subject to the security interest of PNC; provided, however, that
Debtor's receipt of the other funds will be disclosed to PNC as
part of the financial reports.

                     About ADEPT Technologies

ADEPT Technologies, LLC, filed a Chapter 11 petition (Bankr. N.D.
Ala. Case No. 12-83490) on Oct. 31, 2012, in Decatur, Alabama.
The Debtor, which has principal assets located in Huntsville,
Alabama, estimated assets of $10 million to $50 million and
liabilities of up to $10 million.  Judge Jack Caddell presides
over the case.  Kevin D. Heard, Esq., at Heard Ary, LLC,
represents the Debtor as counsel.  The petition was signed by Brad
Fielder, managing member.


ADEPT TECHNOLOGIES: Hearing on Plan Objections Set for Aug. 19
--------------------------------------------------------------
The Hon. Jack Caddell of the U.S. Bankruptcy Court for the
Northern District of Alabama has set for Aug. 19, 2013, at
9:00 a.m., the hearing on the objections filed against the
confirmation of Adept Technologies, LLC's Chapter 11 Plan.

As reported by the Troubled Company Reporter on June 20, 2013, the
Court previously scheduled a July 23 hearing to consider the
confirmation of the Plan, which is proposing a 10% recovery for
allowed general unsecured claims.  Under the Plan, First Volunteer
Bank will retain its lien on the collateral securing the Debtor's
$129,536 prepetition loan until the time the debt is paid in full,
with the secured claim to be paid through monthly payments of $943
per month; (ii) PNC Bank's $6.2 million secured claim will be paid
through the execution of a new promissory note to be secured by
the same collateral upon which PNC had a lien prepetition
according to its same priority; and (iii) the Debtor will
restructure its $2.2 million and $135,078 secured debt with
Southern Development Council, Inc., and will assume the debt
according to the terms and conditions of the existing finance
agreements in place.  SDC will retain its lien on the collateral
securing the debt until the time the debt is paid in full.

On July 15, 2013, J. Thomas Corbett, Bankruptcy Administrator for
the Northern District of Alabama, filed an objection to the
confirmation of the Plan, saying that the requirement for
confirmation of the Debtor's plan have not been met in that each
class of impaired claims has not accepted the plan.

According to Mr. Corbett, a review of the case file indicates that
all creditors under Class 3 -- Secured Claims -- have rejected the
plan.  The Plan, says Mr. Corbett, violates the absolute priority
rule.  Under the absolute priority rule, a senior class of claims
must be paid in full before a junior class of creditors or equity
security holders may receive anything of value on account of their
interests, if the superior impaired class does not accept the
plan.  Under the Plan, Class 5 Equity Interest Holders, Brad
Fielder and Chad Fielder, will retain their equity interest in the
Debtor.  "Senior classes of claims have voted to reject the plan,
therefore, the plan violates the absolute priority rule," Mr.
Corbett states.

Mr. Corbett adds that the plan as filed is inconsistent in the
language regarding treatment of Class 4 Non-Priority General
Unsecured Claims.  "The language in the plan currently provides
that holders of general unsecured claims without priority 'shall
be paid ten percent (100%) of their Allowed Claim over a period of
60 months from the effective date of the Plan.'  The plan should
be amended to clarify the discrepancy between 'ten percent' and
'100%' as currently stated in the plan," Mr. Corbett says.

On July 15, secured creditor First Volunteer Bank also filed an
objection to the plan, claiming that the plan isn't in compliance
with the terms of the Bank's agreement with the Debtor as
acknowledged and approved in the previous agreed court orders
which include, but are not necessarily limited to the agreed order
granting approval to pay adequate protection payments entered
April 26, 2013.

FVB is represented by:

      Johnny Woodruff
      Simonds Law Firm
      427 E. 5th Street, Suite 100
      Chattanooga, Tennessee 37403
      Tel: (423) 285-6158
      E-mail: johnny@jlwoodrufflaw.com
              tim.simonds@simondsfirm.com

                     About ADEPT Technologies

ADEPT Technologies, LLC, filed a Chapter 11 petition (Bankr. N.D.
Ala. Case No. 12-83490) on Oct. 31, 2012, in Decatur, Alabama.
The Debtor, which has principal assets located in Huntsville,
Alabama, estimated assets of $10 million to $50 million and
liabilities of up to $10 million.  Judge Jack Caddell presides
over the case.  Kevin D. Heard, Esq., at Heard Ary, LLC,
represents the Debtor as counsel.  The petition was signed by Brad
Fielder, managing member.


ADVANCED MICRO: S&P Revises Outlook to Negative & Affirms 'B' CCR
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Advanced
Micro Devices Inc. (AMD) to negative from stable.  At the same
time, S&P affirmed its 'B' corporate credit and senior unsecured
debt ratings on AMD.

"The outlook revision reflects our view that the company's
earnings and cash flow over the next year could be constrained by
a weak PC market and execution risks in new gaming markets," said
Standard & Poor's credit analyst John Moore.

AMD's "vulnerable" business risk profile reflects intense
competition from Intel Corp., as well as prospects for tablet
computing to continue to subdue PC industry growth and AMD's
revenues over the coming year.  Notwithstanding, S&P expects AMD
to achieve sequentially increasing quarterly revenues in 2013,
supported by semi-custom product sales, primarily for Microsoft
Xbox and Sony PlayStation consoles, offset by declining revenues
in its existing PC markets.  S&P notes that AMD expects its semi-
custom and embedded product sales to represent about 20% of
revenues for 2013.

S&P expects AMD's semi-custom and embedded product revenue growth
to diversify its revenues slightly, such that its top five clients
represent just under 50% of revenues in 2013, down from more than
50% in 2012.  S&P notes that AMD's x-86 (a family of computing
instruction set architectures) microprocessor unit market share
for the June 2013 quarter amounted to about 17%, according to
preliminary estimates from Mercury Research.

"Our rating outlook on AMD is negative.  Although we anticipate
double-digit revenue and earnings growth in the second half of
2013, we believe the company's earnings and cash flow over the
coming year could be constrained by a weak PC market and execution
risks in new gaming markets.  A downgrade could result from a
number of developments, including protracted or sharp PC unit,
market share, or ASP declines, or weaker manufacturing execution
from its foundry partners.  Any of these scenarios could weaken
the financial profile that supports the rating.  Specifically, we
would consider a lower rating if these operating issues pressured
cash flow such that the company cannot maintain cash and
marketable securities of $800 million or higher from internal
liquidity sources.  Conversely, we could revise the outlook to
stable over the coming year if AMD were to achieve revenue and
earnings growth in 2014, which demonstrates more consistent
strategic execution," S&P said.


ALLIED SYSTEMS: Defends Incentive Plan for Insiders
---------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Allied Systems Holdings Inc. and Allied Systems Ltd., to file
unredacted version of the Debtors' omnibus response to objections
to their motion for authorization to (i) implement key employee
incentive plan for certain insiders; and (ii) pay any obligations
arising thereunder as administrative expenses.

These parties have filed objections to the KEIP: (i) creditors who
signed the involuntary Chapter 11 petition for the Debtors --
namely, BCDM Opportunity Fund II, LP, Black Diamond CLO 2005-1
LTD, and Spectrum Investment Partners, L.P.; (ii) the Official
Committee of Unsecured Creditors; and (iii) the Teamsters National
Automobile Transporters Industry Negotiating Committee.

The Debtors argue, among other things, that:

   -- the objections are misguided and the incentive plan must
      be approved;

   -- the incentive plan is not a disguised retention plan;

   -- the incentive plan is primarily incentivizing in nature; and

   -- the objectors' other assertions are inaccurate or
      irrelevant.

Additionally, the Debtors relate that their senior management has
worked to preserve jobs and maintain the value of the Debtors'
business while the Debtors' secured lenders have continued their
long running was that has put into question the very survivability
of the Debtors' business.

The Debtors propose to pay incentive bonuses to seven executives
in an aggregate amount of between $1.235 million to $2.85 million
if the Debtors' planned Chapter 11 sale brings in more than $200
million.

                        About Allied Systems

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

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

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

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

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

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

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

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

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

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


AMERICAN AIRLINES: Justice Dept. Sues to Bar US Airways Merger
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Justice Department said in a complaint filed
Aug. 13 in federal court in Washington that the planned merger
between US Airways Group Inc. and AMR Corp., the parent of
American Airlines Inc., "threatens substantial harm to consumers"
and must be barred as a violation of federal antitrust law under
the Clayton Act.

According to the report, the Antitrust Division of the Justice
Department was joined in the suit by six states and the District
of Columbia, all seeking to prevent formation of what would become
the world's largest airline.  States joining the suit include
Texas, where AMR is based, and Arizona, where US Airways has its
headquarters.

The government objection to the merger led to a 45 percent decline
in the price of AMR's stock, which closed Aug. 13 at $3.17 in
over-the-counter trading.

The report notes that the suit throws a monkey wrench into the
Aug. 15 confirmation hearing in New York where AMR was scheduled
to seek U.S. Bankruptcy Court approval of a Chapter 11
reorganization plan based on a merger of the two airlines.  The
plan was accepted overwhelmingly by creditors and shareholders.

AMR told its workers in a letter Aug. 13 that the action by the
Justice Department will slow the merger "a few months."  AMR and
US Airways both vowed to fight the government and both said the
merger would enhance competition while improving service for the
flying public.

At the end of the 34-page complaint, the Justice Department asked
the court to permanently enjoin the planned merger.  The U.S. also
seeks to bar "any other transaction that would combine the two
companies," thus seeming to close the door on any attempt to
obtain a waiver of antitrust objections by shedding routes.

The most stark antitrust effect would be felt at Ronald Reagan
Washington National Airport, where the combined airlines "would
have a monopoly on 63 percent of the nonstop routes."
Additionally, in more than 1,000 so-called city pairs, the
combination would presumptively violate antitrust laws, according
to the government's statistical analysis.  The two airlines
"engage in head-to-head competition with nonstop service on 17
domestic routes," according to the U.S.  AMR doesn't "need this
merger to thrive, let alone survive," according to the complaint.

The company recently announced that this year's second quarter was
the most profitable second quarter in AMR's history.

The government pointed out how, before the merger was announced,
AMR was "poised to grow" as a standalone airline by "adding
service on nearly 115 new routes."  To grow, AMR made the largest
order for new aircraft in history, the U.S. said.  Allowing the
airlines to merge under AMR's bankruptcy reorganization plan would
diminish competition and make consumers pay a "heavy price,"
according to the complaint.

Even small price increases "would cause hundreds of millions of
dollars of harm to American consumers annually," the U.S. said.
The industry already "prefers tacit cooperation over fullthroated
competition," according to the complaint.

Many of the Justice Department's allegations are based on
documents and statements made by company officers.  The complaint
cites the chief executive officer of US Airways, who would lead
the merged airline, as saying in 2011 that consolidation allowed
"three successful fare increases."

US Airways told its workers in a letter Aug. 13 that it still
expects to complete the merger by year-end.  Previously, the
airlines were expecting to merge in the third quarter.

The antitrust suit is U.S. v. US Airways Group Inc., 13-cv-01236,
U.S. District Court, District of Columbia (Washington).

                       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: APA Reiterates Commitment to US Airways Merger
-----------------------------------------------------------------
The president of the Allied Pilots Association (APA), certified
collective bargaining agent for the 10,000 pilots of American
Airlines, reiterated the union's commitment to seeing the proposed
merger of American Airlines and US Airways through to its
fruition.

"Approving the merger is in the best interests of all concerned,"
APA President Capt. Keith Wilson said.  "We are disappointed that
the U.S. Department of Justice has challenged the merger and look
forward to the opportunity to highlight the merger's many
benefits."

The Justice Department, six state attorneys general and the
District of Columbia filed a civil antitrust lawsuit on Aug. 13
challenging the proposed merger of the two carriers.

"The pilots of American Airlines remain fully committed to merging
with US Airways, which will provide for a more secure future for
the 100,000 men and women who work for the two airlines,"
Mr. Wilson said.  "As for the notion that the merger would be
anti-competitive, the two airlines' route structures are highly
complementary with very little overlap.  Combining the two
carriers would significantly expand the choice of travel
destinations available to consumers.

"Also, the combination of American Airlines and US Airways would
create a network carrier comparable to Delta and United in terms
of revenue and reach, establishing an important competitive
counter balance to those two airlines.

"Consolidation has enabled our industry to stabilize after a round
of Chapter 11 bankruptcies that were the result of various
exogenous shocks, including terrorist attacks, fuel price spikes
and pandemics.  It makes no sense for the Justice Department to
conclude now that airline industry consolidation is somehow
undesirable."

Founded in 1963, the Allied Pilots Association -- the largest
independent pilots' union in the United States -- is headquartered
in Fort Worth, Texas.  APA represents the 10,000 pilots of
American Airlines, including several hundred pilots on full-time
military leave of absence serving in the armed forces.  The
union's website is www.alliedpilots.org.  American Airlines is the
nation's largest international passenger carrier and fifth-largest
cargo carrier.


AMERICAN HOUSING: Bankruptcy Judge Bars Direct Appeal to 5th Cir.
-----------------------------------------------------------------
In the lawsuit, WALTER O'CHESKEY, Chapter 11 Trustee [of American
Housing Foundation], Plaintiff, v. ROBERT L. TEMPLETON, Defendant,
Adv. Proc. No. 10-02016 (Bankr. N.D. Tex.), N.D. Texas Bankruptcy
Judge Robert L. Jones denied the request of Mr. Templeton, asking
the Bankruptcy Court to certify the final order issued in this
action for direct appeal to the Fifth Circuit Court of Appeals.
The Bankruptcy Judge finds no basis for a direct appeal.

Plaintiff Walter O'Cheskey, liquidating trustee of the AHF
Liquidating Trust, opposes the Motion.  The American Housing
Foundation Trust Oversight Committee, as a party in interest,
filed its comment in support of Mr. Templeton's Motion.

A copy of Judge Jones' July 19 Memorandum Opinion and Order
available at http://is.gd/dyN5Ecfrom Leagle.com.

Founded as a Texas 501(c)(3) non-profit corporation in 1989,
American Housing Foundation owned and operated more than 12,500
residential units, making AHF one of the nation's largest entities
primarily dedicated to the workforce housing market.  Residents in
AHF properties benefit from significantly below market rental
rates.

Nine alleged creditors of American Housing Foundation filed an
involuntary Chapter 11 petition against AHF (Bankr. N.D. Tex. Case
No. 09-20232) on April 21, 2009.  The petitioning creditors were
represented by David R. Langston, Esq., at Mullin, Hoard & Brown,
in Lubbock, Texas.  Robert L. Templeton, who asserted a $5.1
million claim on account of an investment, had the largest claim
among the petitioners.  AHF filed a voluntary Chapter 11 petition
(Case No. 09-20373) on June 11, 2009.

AHF opposed the involuntary.  On June 11, 2009, AHF filed a
voluntary petition  (Bankr. N.D. Tex. Case No. 09-20373) to avoid
potential issues associated with a non-profit entity consenting to
relief in the involuntary action.  Judge Robert L. Jones handled
the case.  Robert Yaquinto, Jr., Esq., at Sherman & Yaquinto, LLP,
represented AHF in its restructuring efforts.  At the time of the
filing, AHF estimated it had assets and debts of $100 million to
$500 million.  Walter O'Cheskey was later appointed as Chapter 11
trustee.  Focus Management Group served as advisor to the trustee.

AHF Development, Ltd., also filed for Chapter 11 bankruptcy
(Bankr. N.D. Tex. Case No. 09-20703) in 2009.  At the time of its
bankruptcy filing, Development had no ongoing business operations.
Several years prior, it served as a "qualified intermediary" for
"1031 exchanges" in connection with transactions with Matt Malouf,
who became a creditor in the case.

On April 29, 2010, the Court entered its Order Approving
Appointment of Chapter 11 Trustee.

On Dec. 8, 2010, the Court entered its Findings of Fact,
Conclusions of Law, and Order Confirming Second Amended Joint
Chapter 11 Plan Filed by the Chapter 11 Trustee and the Official
Committee of Unsecured Creditors for American Housing Foundation.
American Housing Foundation emerged from bankruptcy protection
that month.  The Plan would pay creditors from the sale of AHF's
apartment communities.

Judge Jones dismissed the bankruptcy case of AHF Development,
Ltd., in an Aug. 17, 2011 Memorandum Opinion, at the behest of the
United States Trustee and joined by Attebury Family Partnership,
L.P. and the 2001 Scott D. Rice Trust.


AMRCO INC: Foreclosed Property Belongs to Bankruptcy Estate
-----------------------------------------------------------
Bankruptcy Judge Tony M. Davis in Austin, Texas, denied, in part,
the "Motion for Order Determining That Automatic Stay Does Not
Apply or Has Already Terminated or, in the Alternative, for Relief
from the Automatic Stay" filed by Shoal Creek Capital, LLC, in the
Chapter 11 case of AMRCO, Inc.  The Court will set a hearing to
address the remaining relief requested.

Shoal Creek loaned AMRCO the sum of $175,000 in April 2012.  In
return, Shoal Creek accepted a real estate lien note from AMRCO,
secured by a duly recorded Deed of Trust on an undeveloped lot
located at 3604 Robbins Road, in Austin.  The Property was
essentially AMRCO's only asset, and AMRCO's bankruptcy filing
listed Shoal Creek as its only creditor.  After AMRCO failed to
make timely payments on the note, Shoal Creek declared default and
initiated foreclosure on the Property.

Foreclosure was scheduled for June 4, 2013.  After unsuccessfully
seeking a temporary restraining order from the Texas state court
to halt the sale, Mohammad Assadi, AMRCO's President, filed
AMRCO's petition for relief under chapter 11 at 10:22 a.m. on
June 4, 2013.  The Chapter 11 petition (Bankr. W.D. Tex. Case No.
13-11086) was filed pro se, according to a prior report by the
Troubled Company Reporter on June 13.

The Court's Memorandum Opinion resolves the parties' dispute over
whether, at the moment of filing, AMRCO's bankruptcy state
included the Property, or whether the Property had been sold
already.

Shoal Creek seeks relief in the form of a "comfort order"
affirming that the automatic stay provided for in 11 U.S.C. Sec.
362 did not apply to the Property.  Shoal Creek claims that prior
to the time of the bankruptcy filing, it had purchased the
Property at a non-judicial foreclosure sale undertaken and
completed no later than 10:12 a.m. on June 4, 2013, minutes before
AMRCO's filing.

The Foreclosure Sale was conducted by a real estate attorney named
Jeremy Adam Kruger.  Mr. Kruger formerly practiced law as Jeremy
Adam Kruger, PC, a professional corporation that was named as
Trustee in the Notice of Foreclosure and the Deed of Trust in the
case.  He has since moved to a different firm, Kruger Carson PLLC.
Kruger Carson was named as Substitute Trustee in the Notice of
Foreclosure, and it was as a member of Kruger Carson that Mr.
Kruger conducted the Foreclosure Sale.

At the Foreclosure Sale, Shoal Creek, which was represented at the
sale by the same Mr. Kruger, was the only bidder. Shoal Creek bid
in the full amount then owing to it, a sum amounting to
$192,076.53.

Judge Davis said Mr. Kruger gave credible and reliable testimony
at the Hearing, and AMRCO's attempts to manufacture doubt
concerning whether the Foreclosure Sale took place at the time and
in the manner attested to by Mr. Kruger fail.

AMRCO maintains that the Foreclosure Sale was invalid for three
reasons: (1) Mr. Kruger's firm was appointed as Substitute
Trustee, not Mr. Kruger himself, and therefore he had no right to
act as Substitute Trustee under Texas law; (2) the Foreclosure
Sale was conducted "unfairly," and "with irregularities," such
that there was a "gross shortfall" in the price attained at the
sale sufficient to void the Foreclosure Sale; (3) the Substitute
Trustee's address was not included on the Notice of Foreclosure
Sale, as required by Texas statute.

In his July 26, 2013 Memorandum Opinion available at
http://is.gd/xlMZZ1from Leagle.com, Judge Davis held that,
because the Foreclosure Sale was void under Texas law, the
Property formed part of the AMRCO bankruptcy estate at the time of
the filing of the petition for relief in this case.

Judge Davis reserves judgment on the remaining portion of Shoal
Creek's Motion, in which it requests relief from the automatic
stay. Neither party has properly briefed, argued, or presented
evidence on this issue. The Court will hold a hearing on whether
the stay should be lifted under 11 U.S.C. Sec. 362(d)(1) to allow
Shoal Creek to pursue its legal remedies against AMRCO and the
Property, and if so, for how long that lift-stay order will be
stayed (if at all), pursuant to Rule 4001(a)(3) of the Federal
Rules of Bankruptcy Procedure.


ANCHOR BANCORP: Files Prepack to Recapitalize Bank
--------------------------------------------------
Anchor BanCorp Wisconsin Inc., a bank holding company, filed a
prepackaged Chapter 11 petition (Bankr. W.D. Wisc. Case No.
13-14003) on Aug. 12 in the hometown of Madison, Wisconsin,
because one of three secured bank lenders wouldn't go along with
an out-of-court recapitalization.

Anchor BanCorp Wisconsin Inc. on Aug. 13 disclosed that the
Holding Company has entered into definitive stock purchase
agreements with a number of institutional and other private
investors as part of a $175 million recapitalization of the
institution.  No new investor will own in excess of 9.9% of the
common equity of the recapitalized Holding Company.

At the same time, in order to facilitate the recapitalization, the
Holding Company announced that it has filed a voluntary petition
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Western District of
Wisconsin to implement a "pre-packaged" plan of reorganization to
restructure the Holding Company and recapitalize its wholly-owned
subsidiary, AnchorBank, fsb ("AnchorBank" or the "Bank").

The plan has already received the consent of the Holding Company
creditors necessary for approval of the plan, and has also
received the consent of the Holding Company's sole preferred
stockholder, the United States Department of the Treasury.  As
described above, Anchor BanCorp has already entered into binding
subscriptions for $175 million in new common equity, which
represents all the necessary equity financing to implement the
plan and emerge as a recapitalized institution.

The Reorganization filing includes only Anchor BanCorp, the
Holding Company for the Bank, allowing the Bank to remain outside
of bankruptcy and to continue normal operations.  The Bank
operates 55 offices throughout Wisconsin. Operations at the Bank
will continue as usual throughout the reorganization process.

"It is important for our customers, employees and the community to
know that AnchorBank, which operates separately from the Holding
Company, is not a part of the Chapter 11 process.  The Chapter 11
filing includes only the Holding Company and does not affect
AnchorBank, its people, or its services," said Chris Bauer,
AnchorBank President & CEO.  "It will be business as usual at the
Bank.  Our customers will continue to work with the same
employees, our leadership team remains in place, committed to
AnchorBank and its success, and all customer deposits remain safe
and insured to the fullest extent possible by the FDIC.  As such,
there will be no interruption of AnchorBank services and customer
programs, and there will be no changes in employment or leadership
within the Bank."

Pursuant to the plan of reorganization, the Holding Company will
discharge its senior secured credit facility with approximately
$183 million in outstanding obligations for a cash payment of $49
million.  In addition, the Holding Company's TARP preferred
securities with an aggregate liquidation preference and deferred
dividends of approximately $139 million will be cancelled in
exchange for new common equity that will represent approximately
3.3% of the pro forma equity of the reorganized Holding Company.
The new equity investors will represent in the aggregate
approximately 96.7% of the pro forma equity of the reorganized
Holding Company.  The shares of common stock of the Holding
Company currently outstanding will be cancelled for no
consideration pursuant to the plan of reorganization.

Consummation of the foregoing reorganization and recapitalization
is subject to certain conditions, including bankruptcy court
approval of the plan of reorganization, receipt of all required
regulatory approvals and closing of the capital raise, including
satisfaction of the conditions contained in the subscription
agreements for the new common equity.  As noted above,
subscription agreements have already been executed with respect to
the entire $175 million common equity raise. Subject to the
foregoing conditions, the reorganization process is expected to be
completed within 45-90 days.

Mr. Bauer continued: "This is an important and necessary step in
the transformation and turnaround of the Bank.  Upon completion of
this transaction, AnchorBank will have capital in excess of levels
required by our regulators. This will position the Bank for a
return to profitability and growth."

The securities to be issued in the recapitalization transaction
will not be registered under the Securities Act of 1933, as
amended, or the securities laws of any state and may not be
transferred, sold or otherwise disposed of except while a
registration statement relating thereto is in effect under such
Act and applicable state securities laws or pursuant to an
exemption from registration under such Act or such laws.  This
news release does not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any state or jurisdiction in which such
an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any
such state or jurisdiction.

                     Takeover Avoided

Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the bank avoided being taken over by regulators
during the financial crisis on account of $139 million in
preferred stock owned by the U.S. Treasury under the Troubled
Asset Relief Program.

The Treasury voted in favor of the Chapter 11 plan where it will
receive 3.3 percent of the reorganized holding company's new
common stock in exchange for the preferred stock.  New investors
are receiving 96.7 percent of the new common stock in return for a
$175 million equity contribution. Secured bank lenders owed $183
million will receive $49 million cash under the Chapter 11
plan.  Existing common stock is being extinguished.

Lenders Bank of America NA and US Bank NA voted in favor of the
plan while Associated Bank NA voted "no."

To emerge from bankruptcy, the holding company wants the court to
hold one hearing, both to approve the plan with a confirmation
order and rule that disclosure materials used for voting on the
plan were adequate. The bank subsidiary is not in bankruptcy.

               About Anchor BanCorp Wisconsin Inc.

Madison, Wisconsin-based Anchor BanCorp Wisconsin Inc. is a
registered savings and loan holding company incorporated under the
laws of the State of Wisconsin.  The Company is engaged in the
savings and loan business through its wholly owned banking
subsidiary, AnchorBank, fsb.

Anchor BanCorp and its wholly-owned subsidiaries, AnchorBank FSB,
each consented to the issuance of an Order to Cease and Desist by
the Office of Thrift Supervision.  The Corporation and the Bank
continue to diligently work with their financial and professional
advisors in seeking qualified sources of outside capital, and in
achieving compliance with the requirements of the Orders.

Anchor Bancorp reported a net loss available to common equity of
$48.14 million for the year ended March 31, 2013, a net loss
available to common equity of $50.42 million and a net loss
available to common equity of $54.52 million for the year ended
March 31, 2011.  The Company's balance sheet at March 31, 2013,
showed $2.36 billion in total assets, $2.42 billion in total
liabilities, and a $59.86 million total stockholders' deficit.


ARCHDIOCESE OF MILWAUKEE: Abuse Victims Want Judge Randa Removed
----------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that clergy sexual-abuse victims in the Archdiocese of
Milwaukee asked U.S. District Judge Rudolph T. Randa to remove
himself from matters involving the church and to revoke his July
decision protecting $55 million held in trust for the maintenance
of cemeteries.

The report relates that the abuse victims, represented by the
official creditors' committee in the archdiocese's Chapter 11
reorganization, said in a filing that Judge Randa had an
undisclosed interest in the subject matter of the appeal because
his parents and several family members are buried in church
cemeteries in Milwaukee.  The committee also said Judge Randa is a
creditor because he bought a cemetery plot for his father 38 years
ago.

Reversing a ruling by the bankruptcy judge, Judge Randa last month
concluded that the federal Religious Freedom Restoration Act of
1993 protected the church from the loss of the $55 million.  The
cemetery trust may be the single largest asset abuse victims could
recover in compensation for their claims.

The committee said Judge Randa's decision was "so far removed from
existing doctrine that it is likely to destabilize other
bankruptcy cases."  The committee called "unprecedented" his
finding that their lawsuit amounted to government action under the
RFRA.

The report discloses that the committee framed the question as
whether the judge's "impartiality might reasonably be questioned"
and said the issue concerned "the appearance of impartiality."
The committee's briefs insinuate that Judge Randa was biased
because he ruled on the appeal without holding oral argument and
issued an opinion after only seven weeks of deliberation.  The
archdiocese previously said the committee had known for a year
that Judge Randa is a practicing Catholic.  The church also said
it's a matter of public record that Judge Randa has relatives
buried in church cemeteries.

Judge Randa could decide whether to remove himself from the case
and revoke his opinion.  The committee will have an opportunity to
file papers.  There could be a question of whether the plot Judge
Randa bought for his father in 1975 is a de minimis financial
interest not constituting grounds for recusal.  There may also be
a question of waiver, because the committee could have asked Judge
Randa a year ago whether family members were buried in the
cemeteries.

The committee took the position that they had no obligation to
inquire.  The creditors said a judge has responsibility to reveal
grounds for disqualification.

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

                  About Archdiocese of Milwaukee

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

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

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

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

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

(Catholic Church Bankruptcy News; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


BATAVIA NURSING: Judge Tackles "Innocent Absentee", "Safe Harbor"
-----------------------------------------------------------------
Eastern District of New York Bankruptcy Judge Michael J. Kaplan
dismissed a portion of the complaint filed by the Chapter 11
trustee of Batavia Nursing Home, LLC, and Geriatric Realty Corp.
against Jeffrey Lapides, as to a $1.179 million buyout of the
Defendant's stock in the Debtor LLC, by virtue of the safe harbor
contained in 11 U.S.C. Sec. 546(e).  The Court declined the
Defendant's request to dismiss the complaint in its entirety.

Relying on the "innocent absentee" proposition, the Defendant has
argued that he was prejudiced by the fact that at the time the
nursing home was sold he was unaware that he would be sued after
the sale, and that had he known that, he might have purchased the
nursing home himself.

Judge Kaplan issued two opinions on July 29 in the case.  In one,
Judge Kaplan discussed the notion of the "innocent absentee" and
cited rulings in the Adelphia Communications bankruptcy.  A copy
of that opinion is available at http://is.gd/TZwvsEfrom
Leagle.com.  In the second, Judge Kaplan discussed "safe harbor"
and drew comparisons to the ruling in AP Services LLP v. Silva,
483 B.R. 63 (S.D.N.Y. 2012).  A copy of that opinion is available
at http://is.gd/VDCzcXfrom Leagle.com.

The case is, MELANIE L. CYGANOWSKI, Chapter 11 Trustee, Plaintiff,
v. JEFFREY LAPIDES Defendant., AP No. 12-1145 (Bankr. W.D.N.Y.).

Lee E. Woodard, Esq. -- lwoodard@harrisbeach.com -- at Harris
Beach PLLC, I Syracuse, New York, represents the Chapter 11
Trustee.

Gregory Photiadis, Esq. -- gpp@dhpglaw.com -- at Duke, Holzman,
Photiadis & Gresens, LLP, argues for the Defendant.  William
Savino, Esq., and Bernard Schenkler, Esq. --
wsavino@damonmorey.com -- at Damon Morey LLP also represent the
Defendant.

Based in Williamsville, New York, Batavia Nursing Home LLC filed
for Chapter 11 protection on Sept. 19, 2011 (Bankr. W.D. N.Y. Lead
Case No. 11-13223).  Judge Michael J. Kaplan presides over the
case.  Arthur G. Baumeister, Jr., Esq., at Amigone, Sanchez, et
al., represents the Debtors.  The Debtor estimated both assets and
debts of between $1 million and $10 million.

Melanie L. Cyganowski, Esq., at Otterbourg, Steindler, Houston &
Rosen, P.C. was appointed on Feb. 15, 2012, by the State
Department of Health as new director and operator of the Batavia
Nursing Home's facility at 257 State St. in New York.  She was
also named the court-appointed trustee of the nursing home.


BDC CAPITAL: Banks Have Right to Vote on Thoburn Plan
-----------------------------------------------------
Bankruptcy Judge Robert G. Mayer in Alexandria, Virginia, issued a
Memorandum Opinion on Aug. 1, 2013, to answer the question
presented in the chapter 11 cases of Thoburn Limited Partnership,
and BDC Capital Inc. on who may vote on a chapter 11 plan and make
an Sec. 1111(b) election: the creditor or the bank with a security
interest in the creditor's claim.

Thoburn Limited Partnership, Hunter Mill East, L.L.C. and Hunter
Mill West, L.C. -- Thoburn Entities -- Mr. Thoburn and Mr.
Thoburn's mother, who is not in bankruptcy, own 16 parcels of
substantially contiguous land in Fairfax County, Virginia,
aggregating about 75 acres.  The assemblage is well-situated on
the Dulles Toll Road and near a future metro station on the metro
line that will connect Dulles International Airport to Washington,
D.C. Construction on the metro line is underway half-way to the
airport with the other half scheduled for completion within
several years.

BDC Capital is both a borrower and a lender. It borrowed over $8.9
million from three banks and lent it in three separate
transactions to Thoburn Limited Partnership, Hunter Mill East, or
Hunter Mill West. Each loan was secured by a first deed of trust
on parcels that the particular entity owned and was funded by a
different bank. Each bank had its own security interest in the
note, deed of trust and loan documents between the applicable
entity and BDC Capital. The Thoburn Entities collectively owe BDC
Capital about $16.2 million.

BDC Capital's loans to the three banks were in default when it
filed bankruptcy and the banks had possession of all of the
Thoburn Entities loan documents, including the original Thoburn
Entities notes which had been endorsed to the banks.

Mr. Thoburn and the Thoburn Entities filed a joint chapter 11 plan
which is predicated on the sale of the assembled property to a
national builder.  The plan envisions a new loan that will pay all
secured lenders in full upon confirmation.  The unsecured
creditors will be paid in full after the property is rezoned and
the contract goes to closing.  This may take several years. The
new lender will have a first lien on all the real property.

The three banks are TD Bank, First Virginia Community Bank and
Branch Banking and Trust.  BB&T sold its loan to HM Investments
after the filing of the bankruptcy case.  TD Bank and First
Virginia Community Bank appear to be fully secured and would
likely be paid in full from the take-out lender. HMI is likely
undersecured.  It would be paid most of its debt upon confirmation
and retain an unsecured deficiency claim. BDC Capital would be
left with an unsecured claim of $7.22 million.

According to Judge Mayer's Opinion, TD Bank and First Virginia
Community Bank have the right to vote on the proposed chapter 11
plan and to make or refrain from making a Sec. 1111(b) election.
The judge said HMI or BDC Capital must promptly amend its proof of
claim so that the Court may determine the respective rights of the
parties.

A copy of Judge Mayer's Opinion is available at
http://is.gd/U5Utlmfrom Leagle.com.

BDC Capital Inc., in Alexandria, Virginia, filed for Chapter 11
bankruptcy (Bankr. E.D. Va. Case No. 11-15340) on July 21, 2011.
Madeline A. Trainor, Esq. -- mtrainor@cyronmiller.com -- at Cyron
& Miller, LLP, serves as the Debtor's counsel.  In its petition,
BDC estimated under $50,000 in assets and under $50 million in
debts.  A list of the Company's 14 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/vaeb11-15340.pdf The petition was signed
by John R. Beard, president.

Thoburn Limited Partnership, based in Vienna, Virginia, filed
for Chapter 11 bankruptcy (Bankr. E.D. Va. Case No. 12-11243) on
Feb. 27, 2012.  Judge Robert G. Mayer oversees the case.  Kevin M.
O'Donnell, Esq. -- kmo@henrylaw.com -- at Henry & O'donnell, P.C.,
serves as counsel to the Thoburn entities.  In its petition,
Thoburn LP estimated under $50,000 in assets and under $50 million
in debts.  The petition was signed by John Thoburn, general
partner.


BEACON ENTERPRISE: Cancels Special Meeting of Shareholders
----------------------------------------------------------
Beacon Enterprise Solutions Group, Inc., has withdrawn its
preliminary proxy statement filed with the U.S. Securities and
Exchange Commission on July 12 regarding a proposed special
meeting of its shareholders.

The Company has determined not to proceed with holding the special
meeting at this time.  The Company said it will file a new
Preliminary Proxy Statement and appropriately inform its
shareholders if it determines to hold such a meeting.

                       About Beacon Enterprise

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

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

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


BIG M: Hearing on Exclusivity Extension Continued Until Aug. 20
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey
rescheduled to Aug. 20, 2013, at 10 a.m., the hearing to consider
Big M Inc.'s motion for exclusivity extensions.  The hearing was
continued from Aug. 6

As reported in the Troubled Company Reporter on June 3, 2013, the
Court extended the Debtor's exclusive periods to file a proposed
Plan of Reorganization until Aug. 5, and solicit acceptances for
that Plan until Oct. 3.

The owner of the Mandee women's fashion chain requested to keep
control of its Chapter 11 case as it prepares to send its assets
to auction.  Big M has tapped YM Inc. as the stalking horse
bidder.

                          About Big M

Totowa, New Jersey-based Big M, Inc., owner of Mandee, Annie sez,
and Afazxe Stores, filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 13-10233) on Jan. 6, 2013 with Salus Capital Partners, LLC,
funding the Chapter 11 effort.

The Mandee brand is a juniors fashion retailer with 84 stores in
Illinois and along the East Coast. Annie sez is a discount
department-store retailer for women with 35 stores. Afaze is
10-store jewelry and accessory chain.

Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland,
serves as counsel to the Debtor.  PricewaterhouseCoopers LLP has
been tapped to serve as financial advisor.  GRL Capital Advisors
LLC's Glenn R. Langberg has been hired to serve as chief
restructuring officer.

The Debtor disclosed $21,384,430 in assets and $21,374,057 in
liabilities as of the Chapter 11 filing.

The Official Committee of Unsecured Creditors has tapped Cooley
LLP as its counsel, and CBIZ Accounting, Tax and Advisory of New
York, LLC and CBIZ Mergers & Acquisitions Group as its financial
advisor.


BRONCO MIDSTREAM: Moody's Rates $430MM Senior Secured Loan 'Ba2'
----------------------------------------------------------------
Moody's Investors Service assigned a Ba2 Corporate Family Rating,
a Ba2-PD Probability of Default Rating and a Ba2 rating to Bronco
Midstream Funding LLC's proposed $430 million senior secured term
loan. Separately, Moody's affirmed the Baa3 senior unsecured
rating of Enable Midstream Partners. The outlooks for Bronco and
Enable are stable.

"The rating assigned to Bronco's term loan reflects the credit
profile of Enable, Bronco's sole source for cash flow and takes
into consideration its subordinated position to approximately $2.1
billion of debt at Enable" said Moody's Analyst John M. Grause.
"The rating also reflects the collateral package and the fact that
recovery in a stress scenario could potentially be low," added
Grause.

Bronco is the structure through which certain affiliates of
ArcLight Capital Partners, LLC (ArcLight) hold an 11% limited
partner interest (out of their total 13% limited partner interest)
in Enable, which is a private limited partnership formed in May
2013 by OGE Energy (OGE, Baa1 senior unsecured, stable outlook)
and CenterPoint Energy, Inc. (CNP, Baa3 senior unsecured, positive
outlook). OGE and CNP merged their transportation, gas storage,
and gathering and processing operations which are concentrated in
the Oklahoma, Northern Texas, Arkansas and Louisiana regions.

Proceeds from Bronco's proposed term loan will be used to pay a
dividend to ArcLight, fund a six-month debt service reserve, pay
related transaction fees, and fund $5 million of initial cash on
the Bronco balance sheet.

Rating Rationale:

Bronco's Ba2 senior secured rating is derived from Enable's Baa3
rating but with downward notching to reflect the structural
subordination of Bronco's access to the cash generated at Enable.
The notching was based upon the fact that Bronco should have
sufficient cash to pay interest as well as amortization payments
on the term loan, the term loan being approximately 17% of total
combined debt of Enable and Bronco and that recovery in the event
of default would be low.

Enable's Baa3 senior unsecured rating takes into consideration the
entity's modest leverage profile, where the debt to EBITDA is
expected to be at or slightly above 3 times on a sustained basis.
Moreover, Enable's rating reflects Moody's expectation that the
joint venture will be managed in a conservative manner with a
focus on maintaining investment grade characteristics.

Enable plans to maintain a contract mix that is weighted towards
fixed fee similar to Enogex's and CenterPoint Energy Field
Services' historical contract mix. Moody's expects synergies to be
realized at Enable as the size and location of the new entity
should strengthen its market position along with the expectation
that an eventual initial public offering will be a source of
capital to fund organic growth in the Oklahoma and Texas shale gas
regions.

There is no notching between the CFR and senior secured term loan
rating for Bronco because there is only one class of debt at
Bronco. Based on a Ba2-PD PDR, Moody's loss given default
methodology suggests a loss given default estimate of LGD3 --
34.67%.

Moody's considers Bronco's liquidity to be adequate. Moody's
expects the entity to generate positive cash flow and note that
lenders will benefit from a six month debt service reserve
requirement. Enable's liquidity profile is also considered
somewhat stronger due to the existence of a multi-year $1.4
billion revolving credit facility that will provide sufficient
liquidity to cover the company's modest near-term funding
requirements.

The outlooks for both Bronco and Enable are stable. Moody's
anticipates Bronco to reduce leverage through amortization
payments from the sweep of excess cash as called for under the
proposed Term Loan Agreement. Enable's outlook incorporates an
expectation that Enable will maintain moderate leverage going
forward -- specifically, Debt to EBITDA within 3 times. Management
of Enable has stated their intent to undertake an IPO of the MLP
in late 2013 or early 2014.

Bronco's rating could be upgraded if Enable is upgraded or if
Bronco's debt to distributions from Enable ratio is below 3.5x for
a sustained period. Alternatively, Bronco could be downgraded if
Enable is downgraded or if there is an increase in leverage at
Bronco to where Bronco's debt to distributions from Enable ratio
is above 6.5x.

The methodologies used in this rating were Global Midstream Energy
published in December 2010, and Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.


BRONCO MIDSTREAM: S&P Assigns 'B+' CCR & Rates $430MM Loan 'B+'
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' corporate
credit rating to Bronco Midstream Funding LLC.  In addition, S&P
assigned an issue-level rating of 'B+' and a recovery rating of
'3' to Bronco Midstream's $430 million senior secured term loan
due 2020.  The '3' recovery rating indicates that lenders can
expect meaningful (50% to 70%) recovery if a payment default
occurs.  The outlook is stable.

"The ratings reflect Bronco Midstream's 'fair' business risk
profile and 'aggressive' financial risk profiles as our criteria
define the terms," said Standard & Poor's credit analyst William
Ferara.  Bronco Midstream's sole asset is its 11% limited
partnership interest (out of a total 13% limited partnership
interest owned by ArcLight and its affiliates) in newly formed
privately held midstream energy master limited partnership Enable
Midstream Partners L.P.  Standard & Poor's rating on Bronco
Midstream reflects the company's dependence on residual equity
distributions from Enable Midstream to provide cash flows for debt
service. Pro forma for the term loan issuance, Bronco Midstream
will have $430 million of reported debt.

Given its minority equity stake, Bronco Midstream has limited
control over Enable Midstream's distribution or financial
policies.  That said, before Enable Midstream's IPO (which
management indicates will take place in late-2013/early-2014),
Bronco will have consent rights over major decisions, such as
distribution coverage, debt/EBITDA limits, and capital spending,
which provides some lender support in the short term.  During this
time, Bronco Midstream will also receive its distributions on a
preferred basis relative to the common unit holders, which
provides additional support.  When Enable Midstream's IPO is
complete, Bronco Midstream will receive distributions on par with
common holders, but remain preferred relative to Enable
Midstream's subordinated units (S&P expects distribution coverage
on the common units during this period to be strong).  However,
subject to certain performance criteria, S&P ultimately expects
the subordinated units will convert to common units and the
preferred payment benefit will cease to exist.

The stable outlook on Bronco Midstream reflects S&P's belief that
there will be significant debt service coverage, steady cash
flows, and adequate liquidity, somewhat offset by high debt
leverage.  S&P could lower the rating if Enable Midstream reduced
its distribution rate such that expected cash flows to Bronco were
expected to notably fall and result in total debt to EBITDA being
sustained above 6x.  S&P could also lower Bronco Midstream's
rating if Enable Midstream's rating were lowered.  S&P considers a
ratings upgrade unlikely in the near term given the company's sole
reliance on distributions from Enable Midstream, which has yet to
build an operational or financial track-record as a stand-alone
entity.


CARL'S PATIO: Seeks Chapter 7 Conversion of Bankruptcy Cases
------------------------------------------------------------
CP Liquidating, Inc., et al., fka Carl's Patio, Inc., are seeking
conversion of their Chapter 11 cases into Chapter 7 proceedings,
effective as of the effective date of a settlement it negotiated
with the unsecured creditors committee and certain other parties
by which certain funds were made available for distribution to
unsecured creditors.

Counsel to the Debtors, Justin R. Alberto, Esq., of Bayard, P.A.,
reveals that the Debtors seek approval of its Conversion Motion as
a result of an impasse with the Official Committee of Unsecured
Creditors and because they have no revenue stream or financing to
satisfy the continuing administrative costs of their Chapter 11
cases.

The Debtors have worked in good faith with the Creditors Committee
to achieve and exit strategy desirable to both the Debtors and the
Committee, but to date have been unable to agree to the
Committee's proposals, largely because these cases are
administratively insolvent, Mr. Alberto relates.  The negotiations
between the parties have stalled and the Debtors do not believe
that further discussions would result meaningful progress or any
benefit to the Debtors' estates and creditors, he specifies.
Further delay, he adds, will only increase the administrative
claims pool and continue to postpone distribution to unsecured
creditors.

Neil B. Glassman, Esq., and Charlene D. Davis, Esq., of Bayard
P.A., also represent the Debtors.

The Debtors also ask the Bankruptcy Court to set a deadline for
the filing of final fee applications for compensation and
reimbursement of expenses of Chapter 11 professionals and related
objections.

Since the filing of the Motion to Convert, the Creditors Committee
has submitted to the Court a plan of liquidation and disclosure
statement.  As of press-time, no court ruling on the Motion to
Convert has been entered.

                       About Carl's Patio

Founded in 1993, Carl's Patio claims to be a leading retailer of
upscale outdoor furniture and accessories.  The company operates
10 retail locations and a warehouse in South Florida.  The company
had 68 employees.  The company leases all its locations and does
not own any real property.

Carl's Patio, Inc. and its affiliates sought Chapter 11 protection
(Bankr. D. Del. 13-10102) on Jan. 21, 2013, and immediately
conveyed plans to sell the business to Weinberg Capital, absent
higher and better offers.  Bayard, P.A., represents the Debtor in
its restructuring efforts.  BGA Management, LLC, doing business as
Alliance Management, serves as financial advisor, and Epiq
Bankruptcy Solutions LLC serves as claims and noticing agent.

Carl's Patio disclosed $6,228,725 in assets and $13,054,583 in
liabilities as of the Chapter 11 filing.  The Debtor owes $2.19
million on a secured revolver, and $3.01 million on a term loan
from Fifth Third.  The Debtor also has $600,000 of subordinated
debt.


CARL'S PATIO: Pro Rata Recovery for Unsecured Creditors Under Plan
------------------------------------------------------------------
The Official Committee of Unsecured Creditors submitted to the
U.S. Bankruptcy Court for the District of Delaware in mid-July a
Joint Plan of Liquidation and Disclosure Statement for CP
Liquidating, Inc., et al., fka Carl's Patio, Inc., et al.  The
Committee further submitted to the Court amended plan documents on
July 26, 2013.  A full-text copy of the First Amended Disclosure
Statement is available for free at:

    http://bankrupt.com/misc/CARLSPATIO_1stAmdDSJul26.PDF

The Plan contemplates that substantive consolidation of the
Debtors' estates in order to facilities the liquidation and
expedite the distribution of "Settlement Assets."

The Plan provides that Administrative Claims and Priority Tax
Claims, Class 1 Priority Claims, and Class 2 Secured Claims will
not receive a distribution.  Only Class 3 Unsecured Claims will be
entitled to a pro rata share of available cash.  Class 4 Interests
in the Debtors will be cancelled.

Unsecured claims are estimated to total $6,790,735, and percentage
of recovery on these claims is yet unknown.

About $379,520 in administrative claims of the Committee's
professionals are expected to have a 100% recovery under the Plan.

                    Stipulation of Settlement

The Settlement Assets referred to under the Plan is the subject of
a Stipulation of Settlement negotiated among the Debtors, the
Creditors Committee, the Buyer of substantially all of the
Debtors' assets and the Debtors' Lender.  The Settlement provides
for a pool of three particular "assets" to be set aside fro the
benefit of unsecured claims and the administrative claims of the
Committee's professionals -- (1) cash totaling $140,000,
consisting of the sum of $25,000 received from the Lender and the
sum of $115,000 received from the Buyer; (2) all claims that may
be asserted against the Debtors' directors' and officers'
liability insurance policy and any other insurance policies; and
(3) all avoidance action claims.

                    U.S. Trustee's Objection

Roberta A. DeAngelis, the U.S. Trustee for Region 3, complains
that the Committee's Disclosure Statement fails to provide
adequate protection, especially in these instances:

   -- The Plan is premised on the Committee-Debtors Settlement,
      but the Disclosure Statement does not provide what will
      happen if the Settlement Motion is not approved.

   -- No liquidation analysis is provided.

   -- No legal basis is cited that supports the Debtors'
      substantive consolidation.

   -- The identity and estimate of value regarding Chap. 5 Causes
      of Action are not disclosed.

   -- The Plan fails to identify who will serve as Liquidation
      Trustee.

The Creditors Committee is represented by:

          CROSS & SIMON, LLC
          Christopher P. Simon, Esq.
          Kevin S. Mann, Esq.
          913 North Market Street, 11th Floor
          P.O. Box 1380
          Wilmington, Delaware 19899-1380
          Tel No.: (302) 777-4200
          Fax No.: (302) 777-4224
          Email: csimon@crosslaw.com
                 kmann@crosslaw.com

               -- and --

          PLATZER, SWERGOLD, KARLIN, LEVINE, GOLDBERG
          & JASLOW, LLP
          Henry G. Swergold, Esq.
          Clifford A. Katz, Esq.
          1065 Avenue of The Americas, 18th Floor
          New York, New York 10018
          Tel: (212) 593-3000
          Fax: (212) 593-0353
          hswergold@platzerlaw.com
          ckatz@platzerlaw.com

The U.S. Trustee is represented by:

          Tiiara N.A. Patton, Esq.
          Trial Attorney
          U.S. Department of Justice
          Office of the U.S. Trustee
          Caleb Boggs Federal Building
          844 King Street, Suite 2207, Lockbox 35
          Wilmington, DE 19801
          Tel No.: (302) 573-6491
          Fax No.: (302) 573-6497

                       About Carl's Patio

Founded in 1993, Carl's Patio claims to be a leading retailer of
upscale outdoor furniture and accessories.  The company operates
10 retail locations and a warehouse in South Florida.  The company
had 68 employees.  The company leases all its locations and does
not own any real property.

Carl's Patio, Inc. and its affiliates sought Chapter 11 protection
(Bankr. D. Del. 13-10102) on Jan. 21, 2013, and immediately
conveyed plans to sell the business to Weinberg Capital, absent
higher and better offers.  Bayard, P.A., represents the Debtor in
its restructuring efforts.  BGA Management, LLC, doing business as
Alliance Management, serves as financial advisor, and Epiq
Bankruptcy Solutions LLC serves as claims and noticing agent.

Carl's Patio disclosed $6,228,725 in assets and $13,054,583 in
liabilities as of the Chapter 11 filing.  The Debtor owes $2.19
million on a secured revolver, and $3.01 million on a term loan
from Fifth Third.  The Debtor also has $600,000 of subordinated
debt.


CASALE INDUSTRIES: Meeting to Form Creditors' Panel on Aug. 28
--------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on August 28, 2013 at 10:00 a.m. in
the bankruptcy case of Casale Industries Inc.  The meeting will be
held at:

         United States Trustee's Office
         One Newark Center, 1085 Raymond Blvd.
         14th Floor, Room 1401
         Newark, NJ 07102

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

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

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

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

Casale Industries Inc., filed a Chapter 11 petition (Bankr. D.
N.J. Case No. 13-27083) on August 2, 2013 in Newark, New Jersey.
Douglas A. Goldstein, Esq., at Spector & Ehrenworth, in Florham
Park, New Jersey, serves as counsel to the Debtor.  The Debtor
estimated up to $1,246,385 in assets and up to $2,457,576 in
liabilities.


CENTRAL FEDERAL: Incurs $554,000 Net Loss in Second Quarter
-----------------------------------------------------------
Central Federal Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $554,000 on $1.29 million of net interest income for
the three months ended June 30, 2013, as compared with a net loss
of $684,000 on $1.20 million of net interest income for the same
period during the prior year.

For the six months ended June 30, 2013, the Company incurred a net
loss of $1.36 million on $2.48 million of net interest income, as
compared with a net loss of $1.42 million on $2.47 million of net
interest income for the same period a year ago.

The Company incurred a net loss of $3.76 million in 2012 as
compared with a net loss of $5.42 million in 2011.

As of June 30, 2013, the Company had $244.61 million in total
assets, $222.30 million in total liabilities and $22.30 million in
total stockholders' equity.

Timothy T. O'Dell, CEO, commented, "We are pleased with our
results in attracting quality loan and deposit relationships.  In
addition, we continue to make progress in improving credit quality
as evidenced by a 14.4% decrease in nonperforming loans, and a
15.5% decrease in our criticized and classified assets.  During
the same period our commercial and commercial real estate loan
balances increased 12.9%.  Lending activity and loan pipelines
remain strong and we like the growth trajectory.  In addition, our
ongoing recruiting efforts for residential mortgage originators is
gaining traction with the addition of two new originators during
the second quarter.  These recruiting efforts remain ongoing in
connection with our desire to expand our residential lending
business."

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

                        http://is.gd/tX8IpH

                        About Central Federal

Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is
the holding company for CFBank, a federally chartered savings
association formed in Ohio in 1892.  CFBank has four full-service
banking offices in Fairlawn, Calcutta, Wellsville and Worthington,
Ohio.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2011, Crowe Horwath LLP, in
Cleveland, Ohio, expressed substantial doubt about the Company's
ability to continue as a going concern.  The Company's auditors
noted that the Holding Company and its wholly owned subsidiary
(CFBank) are operating under regulatory orders that require among
other items, higher levels of regulatory capital at CFBank.  The
Company has suffered significant recurring net losses, primarily
from higher provisions for loan losses and expenses associated
with the administration and disposition of nonperforming assets at
CFBank.  These losses have adversely impacted capital at CFBank
and liquidity at the Holding Company.  At Dec. 31, 2011,
regulatory capital at CFBank was below the amount specified in the
regulatory order.  Failure to raise capital to the amount
specified in the regulatory order and otherwise comply with the
regulatory orders may result in additional enforcement actions or
receivership of CFBank.

                        Regulatory Matters

On May 25, 2011, Central Federal Corporation and CFBank each
consented to the issuance of an Order to Cease and Desist (the
Holding Company Order and the CFBank Order, respectively, and
collectively, the Orders) by the Office of Thrift Supervision
(OTS), the primary regulator of the Holding Company and CFBank at
the time the Orders were issued.

The Holding Company Order required it, among other things, to: (i)
submit by June 30, 2011, a capital plan to regulators that
establishes a minimum tangible capital ratio commensurate with the
Holding Company's consolidated risk profile, reduces the risk from
current debt levels and addresses the Holding Company's cash flow
needs; (ii) not pay cash dividends, redeem stock or make any other
capital distributions without prior regulatory approval; (iii) not
pay interest or principal on any debt or increase any Holding
Company debt or guarantee the debt of any entity without prior
regulatory approval; (iv) obtain prior regulatory approval for
changes in directors and senior executive officers; and (v) not
enter into any new contractual arrangement related to compensation
or benefits with any director or senior executive officer without
prior notification to regulators.

The CFBank Order required CFBank to have by Sept. 30, 2011, and
maintain thereafter, 8% Tier 1 (Core) Capital to adjusted total
assets and 12% Total Capital to risk weighted assets.  CFBank will
not be considered well-capitalized as long as it is subject to
individual minimum capital requirements.

CFBank did not comply with the higher capital ratio requirements
by the Sept. 30, 2011, required date.


CHA CHA ENTERPRISES: Taps Felderstein Fitzgerald as Bankr. Counsel
------------------------------------------------------------------
Cha Cha Enterprises, LLC, seeks permission from the U.S.
Bankruptcy Court for the Northern District of California to employ
Felderstein Fitzgerald Willoughby & Pascuzzi LLP as counsel.

Felderstein Fitzgerald will, among other things, assist the Debtor
in all bankruptcy issues which may arise in the operation of the
Debtor's business, including negotiations with creditors, interest
groups and any Official Committee of Unsecured Creditors, at these
hourly rates:

      Steven H. Felderstein, Managing Partner       $595
      Donald W. Fitzgerald, Partner                 $495
      Thomas A. Willoughby, Partner                 $495
      Paul J. Pascuzzi, Partner                     $475
      Jason E. Rios, Partner                        $395
      Jennifer E. Niemann, Counsel                  $375
      Holly A. Estioko, Associate                   $350
      Karen L. Widder, Legal Assistant              $195

To the best of the Debtor's knowledge, Felderstein Fitzgerald does
not hold or represent an interest adverse to the Debtor and is a
"disinterested person" as that term is defined in U.S.C. Sec.
101(14).

Cha Cha Enterprises, LLC, filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No. 13-53894) on July 22, 2013.  The Debtor estimated at
least $10 million in assets and liabilities.


CHA CHA ENTERPRISES: Taps Thomas Lewis as Special Counsel
---------------------------------------------------------
Cha Cha Enterprises, LLC, asks the U.S. Bankruptcy Court for the
Northern District of California for authorization to employ the
Law Offices of Wm. Thomas Lewis as special counsel.

The Special Counsel will, among other things:

      a. review, negotiate and prepare various real estate leases
         and purchase agreements;

      b. review, negotiate and prepare documents related to loans
         and extensions of credit;

      c. review, negotiate and prepare various documents related
         to various commercial transactions;

      d. provide advice and representation in the defense of
         various litigation matters asserted by third parties; and

      e. provide advice, and representation regarding the
         initiation and prosecution of various litigation matters
         against third parties.

The Special Counsel will be compensated at these hourly rates:

         Wm. Thomas Lewis          $420
         William L. Zillman        $420
         Paralegal                 $160

To the best of the Debtor's knowledge, the Special Counsel does
not hold or represent an interest adverse to the Debtor and is a
"disinterested person" as that term is defined in U.S.C. Sec.
101(14).

Cha Cha Enterprises, LLC, filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No. 13-53894) on July 22, 2013.  The Debtor estimated at
least $10 million in assets and liabilities.  Paul J. Pascuzzi,
Esq., at Felderstein, Fitzgerald et al, serves as counsel to the
Debtor.


COMDISCO HOLDING: Posts Net Loss of $349,000 in Third Qtr. 2013
---------------------------------------------------------------
Comdisco Holding Company, Inc. on Aug. 13 reported financial
results for its fiscal third quarter ended June 30, 2013.
Comdisco emerged from Chapter 11 bankruptcy proceedings on August
12, 2002, and under its Plan of Reorganization, its business
purpose is limited to the orderly sale or run-off of all its
remaining assets.

Operating Results: For the quarter ended June 30, 2013, Comdisco
reported a net loss of approximately $349,000, or $0.08 per common
share (basic and diluted).  The net loss was driven in large part
by the selling, general and administrative expenses of the estate
during the quarter ended June 30, 2013.  The per share results for
Comdisco were based on 4,028,951 shares of common stock
outstanding on June 30, 2013.

For the quarter ended June 30, 2013, total revenue was
approximately $7,000 as compared to approximately $31,000 for the
quarter ended June 30, 2012.  Net cash used in operating
activities was approximately $1,414,000 for the nine months ended
June 30, 2013 as a result of payment of selling, general and
administrative expenses, slightly offset by equity proceeds and
bad debt recoveries.

Total assets were approximately $37,976,000 as of June 30, 2013,
including approximately $32,129,000 of unrestricted cash and
short-term investments, compared to total assets of approximately
$39,769,000 as of September 30, 2012, including approximately
$33,845,000 of unrestricted cash and short-term investments.  The
decrease in cash was primarily a result of payment of selling,
general and administrative expenses paid during the nine months
ended June 30, 2013.

As a result of bankruptcy restructuring transactions, the adoption
of fresh-start reporting and multiple asset sales, Comdisco's
financial results are not comparable to those of its predecessor
company, Comdisco, Inc.

                          About Comdisco

Comdisco filed for chapter 11 protection on July 16, 2001 (Bankr.
N.D. Ill. Case No. 01-24795), and emerged from chapter 11
bankruptcy proceedings on August 12, 2002. John Wm. "Jack" Butler,
Jr., Esq., Charles W. Mulaney, Esq., George N. Panagakis, Esq.,
Gary P. Cullen, Esq., N. Lynn Heistand, Esq., Seth E. Jacobson,
Esq., Andre LeDuc, Esq., Christina M. Tchen, Esq., L. Byron Vance,
III, Esq., Marian P. Wexler, Esq., and Felicia Gerber Perlman,
Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, represented
Comdisco.  Evan D. Flaschen, Esq., and Anthony J. Smits, Esq., at
Bingham Dana LLP, now Bingham McCutchen, served as Comdisco's
International Counsel.

The purpose of reorganized Comdisco is to sell, collect or
otherwise reduce to money in an orderly manner the remaining
assets of the corporation. Pursuant to the Plan and restrictions
contained in its certificate of incorporation, Comdisco is
specifically prohibited from engaging in any business activities
inconsistent with its limited business purpose.  Accordingly,
within the next few years, it is anticipated that Comdisco will
have reduced all of its assets to cash and made distributions of
all available cash to holders of its common stock and contingent
distribution rights in the manner and priorities set forth in the
Plan.  At that point, the company will cease operations.  The
company filed on August 12, 2004 a Certificate of Dissolution with
the Secretary of State of the State of Delaware to formally
extinguish Comdisco Holding Company, Inc.'s corporate existence
with the State of Delaware except for the purpose of completing
the wind-down contemplated by the Plan.


COMMONWEALTH GROUP: Aug. 22 Hearing on Confirmation of Plan
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Tennessee
signed off on an agreed order continuing until Aug. 22, 2013, at
10 a.m., the hearing to consider the confirmation of Commonwealth
Group-Mocksville Partners LP's Amended Plan of Reorganization.

As reported in the Troubled Company Reporter on July 12, 2013,
PNC Bank, National Association, asked that the Court deny the
confirmation of the Debtor's Amended Plan.

PNC Bank, successor by merger to National City Bank, a national
banking association f/k/a National City Bank of Kentucky, said the
Plan is not confirmable for at least five reasons, namely:

   1. the Plan impermissibly proposes to indefinitely enjoin a
      separate lawsuit against Milton Turner and Azur Properties
      Group, L.P.;

   2. the Plan is not feasible because it relies upon rents that
      have been absolutely assigned to the lender;

   3. the Plan fails to give the lender the present value of its
      secured claim;

   4. the Plan proposes that the lender's liens be released
      without full satisfaction of its allowed secured claim; and

   5. the Plan has not been proposed in good faith.

Nelwyn W. Inman, Esq. -- ninman@bakerdonelson.com -- at Baker,
Donelson, Bearman, Caldwell & Berkowitz, PC, represents the
lender.

The TCR on April 11, 2013, reported that the Amended Plan
contemplates the Debtor's continued operation of the Mocksville
Town Common Shopping Center.  The Plan will be funded from the
rent revenues and common area maintenance (CAM) charges from the
shopping center.  All allowed claims will be paid in full, with
interest, according to the Disclosure Statement.

PNC Bank's secured claim will be reduced by a $140,000 principal
payment.  Monthly payments of $37,110 will be made beginning on
the 15th day of the first month after the Effective Date, with a
balloon payment on the 7th anniversary of the new promissory note
to be issued to PNC.

The postpetition action filed by PNC Bank in the U.S. District
Court against the guarantors (PNC Bank, National Association v.
Azur Properties Group, et al. (Case No. 3:13-cv-00098)) will be
stayed so long as the Debtor performs its obligations to PNC Bank
under the confirmed Plan.

The $1,600 priority claim of the Town of Mocksville and the
holders of Unsecured Claims less than $1,000 will be paid on the
effective Date of the Plan.

Holders of unsecured claims exceeding $1,000 and the Davie
County's secured claim will be paid in equal monthly installments,
beginning on the Effective Date of the Plan, with a final payment
of the balance owing on the 2nd anniversary of the Effective Date.

Equity holders will retain their interests.

A copy of the Amended Disclosure Statement is available at:

       http://bankrupt.com/misc/commonwealthgroup.doc63.pdf

                     About Commonwealth Group

Commonwealth Group-Mocksville Partners, LP, filed a Chapter 11
petition (Bankr. E.D. Tenn. Case No. 12-34319) on Oct. 25, 2012,
in Knoxville, Tennessee.  The Debtor disclosed $11,391,578 in
assets and $22,668,998 in liabilities in its amended schedules.
The Debtor owns 30 acres of commercial property in Mocksville,
Davie County, North Carolina.  The Debtor constructed a 48,179
square foot retail shopping center on 5.58 acres of the property,
which is currently 95% leased to various retail tenants.

Judge Richard Stair Jr. presides over the case.  Maurice K. Guinn,
Esq., at Gentry, Tipton & McLemore P.C., in Knoxville, Tenn.,
represents the Debtor as counsel.  The petition was signed by
Milton A. Turner, chief manager and general partner.


CUBIC ENERGY: NYSE Files From 25 to Delist Common Stock
-------------------------------------------------------
NYSE MKT LLC filed a Form 25 with the U.S. Securities and Exchange
Commission regarding the removal from listing or registration of
Cubic Energy Inc.'s common stock, $0.05 par value.

The Company received a letter on July 10, 2013, from NYSE MKT
advising the Company would be delisted based upon the Company's
continued non-compliance with the stockholders' equity
requirements for continued listing as set forth in Sections
1003(a)(i-iii) of the Exchange's Company Guide and the Exchange's
concerns regarding the Company's financial viability with respect
to maturing obligations, as set forth in Section 1003(a)(iv) of
the Exchange's Company Guide.

                         About Cubic Energy

Cubic Energy, Inc., headquartered in Dallas, Tex., is an
independent upstream energy company engaged in the development and
production of, and exploration for, crude oil and natural gas.
Its oil and gas assets and activities are concentrated in
Louisiana.

Philip Vogel & Co. PC, in Dallas, Texas, 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 experienced recurring net losses from operations and
has uncertainty regarding its ability to meet its loan obligations
which 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 $4.39 million on $3.01 million of total revenues, as
compared with a net loss of $8.84 million on $5.99 million of
total revenues for the same period a year ago.  The Company's
balance sheet at March 31, 2013, showed $17.24 million in total
assets, $28.88 million in total liabilities, all current, and a
$11.63 million total stockholders' deficit.

                         Bankruptcy Warning

"Our debt to Wells Fargo, with a principal amount of $25,865,110,
is due on March 31, 2013, and the Wallen Note, with a principle
amount of $2,000,000, is due April 1, 2013, and both are
classified as current debt.  As of December 31, 2012, we had a
working capital deficit of $26,312,271.

Our ability to make scheduled payments of the principal of, to pay
interest on or to refinance our indebtedness depends on our
ability to obtain additional debt and/or equity financing, which
is subject to economic and financial factors beyond our control.
Our business will not generate cash flow from operations
sufficient to pay our obligations to Wells Fargo and under the
Wallen Note.  We may be required to adopt one or more
alternatives, such as selling assets, restructuring debt or
obtaining additional equity capital on terms that may be onerous
or highly dilutive.  Our ability to refinance our indebtedness
will depend on the capital markets and our financial condition in
the immediate future, as well as the value of our properties. We
may not be able to engage in any of these activities or engage in
these activities on desirable terms, which could result in a
default on our debt and have an adverse effect on the market price
of our common stock.

"We may not be able to secure additional funds to make the
required payments to Wells Fargo.  If we are not successful, Wells
Fargo may pursue all remedies available to it under the terms of
the Credit Facility including but not limited to foreclosure on
our assets or force the Company to seek protection under
applicable bankruptcy laws.  If either of those were to occur, our
shareholders might lose their entire investment," the Company said
in its quarterly report for the period ended Dec. 31, 2012.

"We will continue negotiating with Wells Fargo and Mr. Wallen to
either payoff or paydown these debts and extend their respective
maturity dates," the Company added.


CUMULUS MEDIA: Canyon to Buy up to $77 Million Preferred Shares
---------------------------------------------------------------
Cumulus Media Inc., Cumulus Media Holdings Inc., a wholly owned
subsidiary of the Company, and certain affiliates of Canyon
Capital LLC, entered into an Investment Agreement pursuant to
which the Company agreed to create, issue and sell to Canyon, at a
purchase price of $1,000 per share, shares of a newly-created
series of preferred stock of the Company, the Series B preferred
stock, par value $0.01 per share, with a liquidation preference of
$1,000 per share.  The Company intends to use the proceeds from
the sale of the shares of Series B Preferred to redeem all
outstanding shares of Series A preferred stock, par value $0.01
per share, of the Company.

The closing of the transactions contemplated by the Investment
Agreement is subject to customary conditions, and is expected to
occur not later than Aug. 20, 2013.  Assuming a closing date of
Aug. 20, 2013, the aggregate number of Series B Preferred shares
sold would be approximately 77,241, with an aggregate purchase
price therefor of $77.2 million.

The Company issued a notice to the holders of its Series A
Preferred that it intends to redeem all oustanding shares of
Series A Preferred not later than the Closing Date.

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

                         http://is.gd/nACCDO

                          About Cumulus Media

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

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

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

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

                           *     *     *

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

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

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


DELTA PETROLEUM: Long Trusts' Suit v. Castle Texas Remanded
-----------------------------------------------------------
Bankruptcy Judge Bill Parker remanded the cause of action, THE
LONG TRUSTS, Plaintiff, v. CASTLE TEXAS PRODUCTION, L.P.
Defendants, Adv. Proc. No. 12-6029 (Bankr. E.D. Tex.), to the 4th
Judicial District Court in and for Rusk County, Texas [previous
case no. 96-123], at the request of the Plaintiff.  The motion of
John T. Young, Jr., Trustee for the Delta Petroleum General
Recovery Trust, to transfer venue to the U.S. Bankruptcy Court for
the District of Delaware is dismissed as moot.  A copy of Judge
Parker's July 24, 2013 Memorandum of Decision is available at
http://is.gd/45Uq3Zfrom Leagle.com.

Another lawsuit, captioned CASTLE TEXAS PRODUCTION, L.P.
Plaintiff, v. THE LONG TRUSTS, Defendants, Adv. Proc. No. 12-6028
(Bankr. E.D. Tex.), is remanded to the Supreme Court of Texas
[previous Supreme Court case no. 11-0161], at the behest of Long
Trusts.  The motion of the Recovery Trustee to transfer venue to
the Delaware Bankruptcy Court is dismissed as moot.  A copy of
Judge Parker's July 24, 2013 Memorandum of Decision is available
at http://is.gd/YkYklCfrom Leagle.com.

                        About Delta Petroleum

Delta Petroleum Corporation (NASDAQ: DPTR) is an independent oil
and gas company engaged primarily in the exploration for, and the
acquisition, development, production, and sale of, natural gas and
crude oil.  Natural gas comprises over 90% of Delta's production
services.  The core area of its operations is the Rocky Mountain
Region of the United States, where the majority of the proved
reserves, production and long-term growth prospects are located.

Delta and seven of its subsidiaries sought Chapter 11 bankruptcy
protection (Bankr. D. Del. Case Nos. 11-14006 to 11-14013,
inclusive) on Dec. 16, 2011, roughly six weeks before the Jan. 31,
2012 scheduled maturity of its $38.5 million secured credit
facility with Macquarie Bank Limited and after several months of
unsuccessful attempts to sell the business.  Delta disclosed
$375,498,248 in assets and $310,679,157 in liabilities, which also
include $152,187,500 in outstanding obligations on account of the
7% senior unsecured notes issued in March 2005 with US Bank
National Association indenture trustee; and $115,527,083 in
outstanding obligations on account of 3-3/4% Senior Convertible
Notes due 2037 issued in April 2007.  In its amended schedules,
the Delta Petroleum disclosed $373,836,358 in assets and
$312,864,788 in liabilities.

W. Peter Beardsley, Esq., Christopher Gartman, Esq., Kathryn A.
Coleman, Esq., and Ashley J. Laurie, Esq., at Hughes Hubbard &
Reed LLP, in New York, N.Y., represent the Debtors as counsel.
Derek C. Abbott, Esq., Ann C. Cordo, Esq., and Chad A. Fights,
Esq., at Morris, Nichols, Arsht & Tunnel LLP, in Wilmington, Del.,
represent the Debtors as co-counsel.  Conway Mackenzie is the
Debtors' restructuring advisor.  Evercore Group L.L.C. is the
financial advisor and investment banker.  The Debtors selected
Epiq Bankruptcy Solutions, LLC as claims and noticing agent.  The
petition was signed by Carl E. Lakey, chief executive officer and
president.

Delta Petroleum won confirmation of its reorganization plan at a
hearing on Aug. 15.  Laramie Energy II LLC is the plan sponsor.
Delta Petroleum emerged from bankruptcy as Par Petroleum
Corporation.  At closing, Laramie and Par Petroleum contributed
their respective assets in Mesa and Garfield counties, Colorado,
to form a new joint venture called Piceance Energy, LLC.  Laramie
and Par Petroleum hold 66.66% and 33.34% ownership interests in
Piceance Energy, respectively


DELTATHREE INC: Stockholders Elect Seven Directors
--------------------------------------------------
deltathree, Inc., held its annual meeting of stockholders on
Aug. 6, 2013, at which seven directors were elected for a term of
one year each, to serve until the Company's next annual meeting of
stockholders and until their successors are duly elected and
qualified, namely:

   (1) Robert Stevanovski;
   (2) Anthony Cassara;
   (3) Lior Samuelson;
   (4) David Stevanovski;
   (5) Colleen Jones:
   (6) Lyle Patrick; and
   (7) Donna Reeves-Collins.

The stockholders also ratified the appointment of Brightman
Almagor Zohar & Co., a member firm of Deloitte Touche Tohmatsu, as
the Company's independent auditors for the fiscal year ending
Dec. 31, 2013.

                         About deltathree

Based in New York, deltathree, Inc. (OTC QB: DDDC) --
http://www.deltathree.com/-- is a global provider of video and
voice over Internet Protocol (VoIP) telephony services, products,
hosted solutions and infrastructures for service providers,
resellers and direct consumers.

deltathree disclosed a net loss of $1.57 million in 2012, a net
loss of $3.05 million in 2011 and a $2.49 million net loss in
2010.

The Company's balance sheet at March 31, 2013, showed $1.42
million in total assets, $7.40 million in total liabilities and a
$5.97 million in total stockholders' deficiency.

Brightman Almagor Zohar & Co., in Tel Aviv, Israel, issued a
"going concern" qualification on the consolidated financial
statements for the year ended Dec. 31, 2012, citing recurring
losses from operations and deficiency in stockholders' equity that
raise substantial doubt about its ability to continue as a going
concern.

                         Bankruptcy Warning

"In view of the Company's current cash resources, nondiscretionary
expenses, debt and near term debt service obligations, the Company
may begin to explore all strategic alternatives available to it,
including, but not limited to, a sale or merger of the Company, a
sale of its assets, recapitalization, partnership, debt or equity
financing, voluntary deregistration of its securities, financial
reorganization, liquidation and/or ceasing operations.  In the
event that the Company requires but is unable to secure additional
funding, the Company may determine that it is in its best
interests to voluntarily seek relief under Chapter 11 of the U.S.
Bankruptcy Code," the Company said in its quarterly report for the
period ended March 31, 2013.


DETROIT, MI: Michigan Federal District Judge Named Mediator
-----------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that U.S. District Judge Gerald Rosen was tapped to be the
mediator in Detroit's Chapter 9 municipal bankruptcy.

In his order Aug. 13 selecting Judge Rosen, U.S. Bankruptcy Judge
Steven W. Rhodes didn't specify the issues to be submitted to
mediation. Rhodes left to Rosen the ability to make rules
governing mediation.  Judge Rhodes also gave Judge Rosen the
flexibility of naming other judges or non-judges to mediate
specified issues. As is typical for mediation, the process will be
confidential.

Judge Rhodes has set down an aggressive timetable for wrapping up
Detroit's bankruptcy. The initial phase, dealing with the city's
right to be in bankruptcy, will be wrapped up in a trial ending no
later than Nov. 8. Detroit must file a municipal debt-adjustment
plan by March 1.

                      About Detroit, Michigan

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

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

Michigan Governor Rick Snyder authorized the bankruptcy filing.

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

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

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


DEWEY & LEBOEUF: Trustee Seeks $5.7MM in Clawback Suits
-------------------------------------------------------
Sara Randazzo, writing for The AM Law Daily, reports that Alan
Jacobs, the liquidation trustee for defunct law firm Dewey &
LeBoeuf, filed several lawsuits on Aug. 9 seeking the return of
$5.7 million paid to several entities in the 90 days before
Dewey's Chapter 11 bankruptcy.

The lawsuits were filed by ASK LLP on behalf of Mr. Jacobs.
Minnesota lawyer Joseph Steinfeld, Esq., at ASK LLP, said his firm
is handling 25 preference cases that Mr. Jacobs's counsel at New
York firm Hahn & Hessen couldn't bring because of conflicts, and
that the ultimate number of cases to be filed will be much higher.
Some similar claims are being resolved outside of court, he says.

According to the report, the entities subject to those lawsuits
include:

                                          Amount Received
     Defendant                              From Estate
     ---------                            ---------------
     Bank of America                         $3.9 million
     Shook, Hardy & Bacon                        $268,707
     Cook Vetter Doerhoff & Landwehr             $297,016
     Allen & Overy                                $30,523
     Cummings & Lockwood                          $22,665
     Gaims, Weil, West & Epstein                 $496,426
     Lankler Siffert & Wohl                       $79,686
     Keightley & Ashner                          $200,000
     Vladeck, Waldman, Elias & Engelhard          $20,113
     Geoffrey Hazard                              $20,000

The Am Law Daily previously reported that Shook Hardy represented
Dewey in a $3 billion malpractice suit in Missouri stemming from
an alleged conflict in an insurance deal. Shook Hardy is still
seeking $1.5 million from Dewey through the bankruptcy claims
process. Shook Hardy chairman John Murphy declined to comment when
contacted Friday.

The report notes the suit against Lankler Siffert & Wohl was
closed Monday for undisclosed reasons.

The report notes Geoffrey Hazard is a legal ethics professor at
University of Pennyslvania Law School.

                       About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust.  Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee.  Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.

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


DEWEY & LEBOEUF: Demand Letters Sent to Non-PCP Participants
------------------------------------------------------------
Sara Randazzo, writing for The AM Law Daily, reports that 115
former partners of defunct law firm Dewey & LeBoeuf who chose not
to sign on to the $70 million partner contribution plan are now
being called on to account for their alleged debts related to the
firm.  Texas lawyer Allan Diamond, Esq., whose firm was hired by
the Dewey team in May to handle a number of potential recoveries
in the bankruptcy, said Friday that he has started sending demand
letters to some members of that group.  According to the report,
Mr. Diamond said he couldn't detail how much money he is seeking
and added that many of the former partners in question haven't yet
been approached because he and his firm are still calculating what
they allegedly owe. Ultimately, he said, it is sure to be more
than what they would have paid under the partner contribution
plan.

                       About Dewey & LeBoeuf

Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y.
Case No. 12-12321) to complete the wind-down of its operations.
The firm had struggled with high debt and partner defections.
Dewey disclosed debt of $245 million and assets of $193 million in
its chapter 11 filing late evening on May 29, 2012.

Dewey & LeBoeuf LLP operated as a prestigious, New York City-
based, law firm that traced its roots to the 2007 merger of Dewey
Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird
-- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in
1929.  In recent years, more than 1,400 lawyers worked at the firm
in numerous domestic and foreign offices.

At its peak, Dewey employed about 2,000 people with 1,300 lawyers
in 25 offices across the globe.  When it filed for bankruptcy,
only 150 employees were left to complete the wind-down of the
business.

Dewey's offices in Hong Kong and Beijing are being wound down.
The partners of the separate partnership in England are in process
of winding down the business in London and Paris, and
administration proceedings in England were commenced May 28.  All
lawyers in the Madrid and Brussels offices have departed.  Nearly
all of the lawyers and staff of the Frankfurt office have
departed, and the remaining personnel are preparing for the
closure.  The firm's office in Sao Paulo, Brazil, is being
prepared for closure and the liquidation of the firm's local
affiliate.  The partners of the firm in the Johannesburg office,
South Africa, are planning to wind down the practice.

The firm's ownership interest in its practice in Warsaw, Poland,
was sold to the firm of Greenberg Traurig PA on May 11 for
$6 million.  The Pension Benefit Guaranty Corp. took $2 million of
the proceeds as part of a settlement.

Judge Martin Glenn oversees the case.  Albert Togut, Esq., at
Togut, Segal & Segal LLP, represents the Debtor.  Epiq Bankruptcy
Solutions LLC serves as claims and notice agent.  The petition was
signed by Jonathan A. Mitchell, chief restructuring officer.

JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the
lenders under the Revolver Agreement, hired Kramer Levin Naftalis
& Frankel LLP.  JPMorgan, as Collateral Agent for the Revolver
Lenders and the Noteholders, hired FTI Consulting and Gulf
Atlantic Capital, as financial advisors.  The Noteholders hired
Bingham McCutchen LLP as counsel.

The U.S. Trustee formed two committees -- one to represent
unsecured creditors and the second to represent former Dewey
partners.  The creditors committee hired Brown Rudnick LLP led by
Edward S. Weisfelner, Esq., as counsel.  The Former Partners hired
Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt &
Winters, LLP, as counsel.

FTI Consulting, Inc. was appointed secured lender trustee for the
Secured Lender Trust.  Alan Jacobs of AMJ Advisors LLC, was named
Dewey's liquidation trustee.  Scott E. Ratner, Esq., Frank A.
Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at
Togut, Segal & Segal LLP, serve as counsel to the Liquidation
Trustee.

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


DIGITALGLOBE INC: S&P Affirms 'BB' CCR & Revises Outlook to Stable
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on commercial satellite imagery provider
DigitalGlobe Inc. and revised the outlook to stable from negative.

"The outlook revision reflects our belief that leverage will
improve to below 4x by mid-2014, a level that we view as more
supportive of a 'BB' rating, even if DigitalGlobe is unable to
realize all $100 million of its expected operating synergies from
the GeoEye transaction," said Standard & Poor's credit analyst
Michael Weinstein.  Since the transaction closed in January 2013,
DigitalGlobe has realized $70 million in run-rate operating
synergies, and S&P believes the company will realize the majority
of the $100 million in transaction synergies by the end of 2014.

The ratings on Longmont, Colo.-based DigitalGlobe Inc. reflect
Standard & Poor's Ratings Services' view of the company's "fair"
business risk profile and "significant" financial risk profile.

S&P believes DigitalGlobe will continue to benefit from revenues
from its EnhancedView service-level agreement (SLA) with the
National Geospatial-Intelligence Agency (NGA), an arm of the U.S.
government.  After combining with GeoEye, DigitalGlobe is the
leading provider of high-resolution commercial satellite imagery
services for various agencies within the U.S. government.  Given
DigitalGlobe's strengthened market position following the merger
with GeoEye, S&P believes it is well positioned to retain its full
share of expected revenues from the EnhancedView SLA.  At the same
time, the ratings recognizes that government contracts are not
guaranteed until Congress appropriates the funds and that, though
unlikely, government agencies may terminate or suspend their
contracts at any time.  Following the GeoEye transaction, about
half of DigitalGlobe's revenue will come from customers within the
U.S. government, and S&P views this customer concentration as a
key risk within its business risk assessment.

The stable outlook reflects S&P's belief that leverage will
improve to below 4x by mid-2014, even if DigitalGlobe is unable to
realize all $100 million of its expected operating synergies from
the GeoEye transaction.  In addition, beyond 2013 S&P expects the
company to generate positive FOCF on an ongoing basis.

Given the significant customer concentration from the U.S.
government at around 50% of the combined companies' revenues, it
is unlikely that S&P would raise the rating unless revenues became
more diversified, and FFO to debt rose to above 35% on a sustained
basis.

While S&P views a downgrade as unlikely in the near term, it could
lower the rating if the NGA sharply reduced spending under the
EnhancedView SLA, causing FFO to debt to drop below 20% or
leverage to rise above 4x on a sustained basis.


DREIER LLP: $33MM in Artworks Transferred to Heathfield Capital
---------------------------------------------------------------
Joel Stashenko, writing for New York Law Journal, reports that
artworks by Damien Hirst, Roy Lichtenstein, Mark Rothko and Andy
Warhol were among 18 pieces that have been transferred to hedge
fund Heathfield Capital Limited, a victim of the fraud committed
by the law firm run by imprisoned ex-attorney Marc Dreier.  The
report says the artworks are worth about $33 million.

                 About Marc Dreier and Dreier LLP

Marc Dreier founded New York-based law firm Dreier LLP --
http://www.dreierllp.com/-- in 1996.  On Dec. 8, 2008, the U.S.
Securities and Exchange Commission filed a suit, alleging that Mr.
Dreier made fraudulent offers and sales of securities in several
cities, selling fake promissory notes to hedge and other private
investment funds.  The SEC asserted that Mr. Dreier also
distributed phony financial statements and audit opinions, and
recruited accomplices in connection with that scheme.  Mr. Dreier,
currently in prison, was charged by the U.S. government for
conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No.
09-cr-00085).

Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No.
08-15051) on Dec. 16, 2008.  Stephen J. Shimshak, Esq., at Paul,
Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel.
The Debtor estimated assets of $100 million to $500 million, and
debts between $10 million and $50 million in its Chapter 11
petition.

Sheila M. Gowan, a partner with Diamond McCarthy, was appointed
Chapter 11 trustee for the Dreier law firm.  Ms. Gowan is
represented by Jason Porter, Esq., at Diamond McCarthy LLP.

Wachovia Bank National Association, the Dreier LLP Chapter 11
trustee, and Steven J. Reisman as post-confirmation representative
of the bankruptcy estate of 360networks (USA) Inc. signed a
petition that put Mr. Dreier into bankruptcy under Chapter 7 on
Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371).  Mr. Dreier,
60, pleaded guilty to fraud and other charges in May 2009.  The
scheme to sell $700 million in fake notes unraveled in late 2008.
Mr. Dreier is serving a 20-year sentence in a federal prison in
Minneapolis.


DUNE ENERGY: Reports Second Quarter Net Loss of $1.3 Million
------------------------------------------------------------
Dune Energy, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $1.34 million on $16.78 million of total revenues for the three
months ended June 30, 2013, as compared with net income of
$878,288 on $13.10 million of total revenues for the same period
during the prior year.

For the six months ended June 30, 2013, the Company incurred a net
loss of $4.55 million on $29.86 million of total revenues, as
compared with a net loss of $2.71 million on $26.50 million of
total revenues for the same period a year ago.

Dune Energy disclosed a net loss of $7.85 million in 2012, as
compared with a net loss of $60.41 million in 2011.

As of June 30, 2013, the Company had $278.78 million in total
assets, $114.35 million in total liabilities and $164.42 million
in total stockholders' equity.

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

                        http://is.gd/MOgwfK

                         About Dune Energy

Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/
-- is an independent energy company based in Houston, Texas.
Since May 2004, the Company has been engaged in the exploration,
development, acquisition and exploitation of natural gas and crude
oil properties, with interests along the Louisiana/Texas Gulf
Coast.  The Company's properties cover over 90,000 gross acres
across 27 producing oil and natural gas fields.


E*TRADE FINANCIAL: S&P Affirms 'B-' Counterparty Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
ratings on E*TRADE Financial Corp. (E*TRADE), including its 'B-'
counterparty credit rating and 'B-' senior unsecured debt ratings.
S&P also affirmed its ratings on E*TRADE Bank, including its
'B+/B' counterparty credit and certificate of deposit ratings.
S&P revised the outlooks on both entities to stable from
developing.

"The outlook revision to stable reflects our view that E*TRADE has
met key quantitative goals of its strategy and capital plan, which
the company submitted to regulators in mid-2012," said Standard &
Poor's credit analyst Charles Rauch.  These include E*TRADE Bank
hitting the targeted 9.5% Tier 1 leverage ratio as of June 30,
2013.  But given the uncertainties about some of the qualitative
aspects of the plan, including the build-out of enterprise risk
management and strengthening the retail brokerage franchise, the
banking regulators could delay their decision to allow the
brokerage subsidiary to upstream dividends to the parent company.
The stable outlook reflects S&P's view that the holding company
has sufficient liquidity to meet its debt serving obligations for
the coming year even if banking regulators push their decision
into 2014. E*TRADE's next large principal payment is $435 million
in 2016.  S&P's stable outlook also incorporates the company's
recent disclosure that Financial Industry Regulatory Authority
Inc. (FINRA) is examining E*TRADE Securities LLC's order routing
practices.

The ratings on E*TRADE reflect its well-recognized brand name but
weak market position in the cyclical retail brokerage space.
Lingering asset-quality problems in the bank's large residential
mortgage loan portfolio, the large amount of debt at the holding
company, and the lack of financial flexibility at the holding
company also weigh on the ratings. E*TRADE has limited financial
flexibility because the bank regulators, at this time, do not
permit the retail brokerage units, which are subsidiaries of
E*TRADE Bank, to upstream dividends to the holding company, where
the debt S&P rates resides.  The holding company had $1.8 billion
of long-term debt as of mid-2013, a high amount of debt that
weighs on the rating.

A key component of the strategy and capital plan is E*TRADE Bank
exceeding a 9.5% Tier 1 leverage ratio.  As of June 30, 2013, the
bank met this financial target, primarily through deleveraging the
balance sheet, but the company is still working on other
components of its strategy and capital plan, such as improving
enterprise risk management and strengthening its retail brokerage
franchise.

The stable outlook reflects S&P's expectation that E*TRADE's
operating performance will be at or above current levels over the
next 12 months.  The company should continue to make headway
addressing the asset-quality problems in its large residential
mortgage loan portfolio, which would help support profitability in
the event the stock market takes a hit and retail traders retreat.

S&P's stable outlook assumes the banking regulators defer their
decision to grant E*TRADE Bank permission to upstream dividends,
even though it has achieved its 9.5% Tier 1 leverage ratio target.
If that is the case, E*TRADE has sufficient liquid assets at the
holding company to service more than 12 months of interest
expense.

If banking regulators do grant permission to E*TRADE Bank to
upstream dividends to the holding company and the holding company
uses these dividends for the benefit of bondholders (e.g., pay
down debt maturing in 2016), S&P could upgrade the company.
Alternatively, if fundamental performance were to slide and the
regulators deny E*TRADE Bank permission to upstream dividends to
the holding company through 2014 or the holding company squanders
dividends received (e.g., share buybacks), S&P could lower the
ratings.


EASTMAN KODAK: Incurs $224 Million Net Loss in Second Quarter
-------------------------------------------------------------
Eastman Kodak Company filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to the Company of $224 million on $583 million of
total net sales for the three months ended June 30, 2013, as
compared with a net loss attributable to the Company of $299
million on $699 million of total net sales for the same period a
year ago.

For the six months ended June 30, 2013, the Company posted net
earnings attributable to the Company of $59 million on $1.17
billion of total net sales, as compared with a net loss
attributable to the Company of $665 million on $1.31 billion of
total net sales for the same period a year ago.

As of June 30, 2013, the Company had $3.81 billion in total
assets, $6.96 billion in total liabilities and a $3.15 billion
total deficit.

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

                        http://is.gd/QEh6nM

                        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.


ECOTALITY INC: Zeldges Probes Possible Securities Law Violations
----------------------------------------------------------------
Zeldes Haeggquist & Eck, LLP, a shareholder and consumer rights
litigation firm, has commenced an investigation into ECOtality,
Inc. to determine whether ECOtality and the Company's Officers and
Directors have violated the federal securities laws or breached
their fiduciary duties owed to the Company and its shareholders.

ECOtality is a San Francisco, California-based company which
manufactures and sells charging systems for electric vehicles
pursuant to an agreement with the U.S. Department of Energy.
Following quarter after quarter of reporting "record" sales and
claiming the Company was successfully diversifying its business
model away from the heavily-subsidized sales business through the
DOE, the Company's stock price spiraled, allowing it to stave off
a delisting by the NASDAQ and to conduct an $8.2 million private
placement to raise capital.  Then, on August 12, 2013, the Company
disclosed that the DOE had suspended all payments to the Company,
had ordered the Company to cease incurring new costs under its
prior arrangement with DOE, and had ordered it to notify all of
ECOtality's vendors of the DOE's action.  The Company also
disclosed that it was unable to correct design and manufacturing
defects in its charging systems, likely requiring a recall of all
connector plugs on the 12,000 charging stations it had installed
to date; that the Company was unable to meet its 2H 2013 release
date for a new industrial charging device it had promised to
release in the 2H 2013; and that as a result, it had hired a
restructuring adviser to evaluate options including filing a
bankruptcy "in the very near future."

If you are an investor in ECOtality, you may have legal claims
against ECOtality and/or its Officers and Directors.  If you wish
to discuss this investigation, or have questions about this notice
or your legal rights, please contact attorney Amber L. Eck at 619-
342-8000, or by email at ambere@zhlaw.com
There is no cost to you.

                 About Zeldes Haeggquist & Eck, LLP

Zeldes Haeggquist & Eck, LLP -- http://www.zhlaw.com-- is a full-
service law firm which brings major class actions nationwide on
behalf of defrauded investors and consumers and handles a variety
of complex business litigation matters.

                         About ECOtality

ECOtality is a San Francisco, California-based company which
manufactures and sells charging systems for electric vehicles
pursuant to an agreement with the U.S. Department of Energy.


ELCOM HOTEL: Exclusive Plan Filing Period Extended to Sept. 30
--------------------------------------------------------------
The Hon. Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida has extended, at the behest of Elcom
Hotel & Spa LLC, et al., the period during which the Debtors have
the exclusive right to file a Chapter 11 plan and disclosure
statement, and the period during which the Debtors have the
exclusive right to solicit acceptances of the plan to Sept. 30,
2013, and Nov. 29, 2013, respectively.

The Debtors believe that these are very complicated cases
primarily as the result of the Elcom Hotel's structure as related
to the Declaration of Covenants, Restrictions and Easements for
10295 Collins Avenue Tower.  The Tower Declaration governs the
rights of Elcom Hotel, 10295 Collins Avenue, Residential
Condominium Association, Inc., and 10295 Collins Avenue, Hotel
Condominium Association, Inc., as related to the spa, restaurant,
hotel units, and common areas located at what is known as ONE Bal
Harbour, which is operated as a five-star resort.  "The Debtors,
including their CRO, continue to acquaint themselves with the
nuances of the Tower Declaration and how it will relate to
resolving issues in these cases, as well as proposing a viable
Chapter 11 plan.  The Tower Declaration creates a layer of
complexity to the relationship between the Debtors and the
Associations which continues to take time to resolve.  The Debtors
and the Residential Association have engaged in negotiations
related to the Tower Declaration, but have been unable to come to
a resolution," Corali Lopez-Castro, Esq., at Kozyak Tropin &
Throckmorton, P.A., the counsel for the Debtors says.

According to Ms. Lopez-Castro, the Debtors' goal is to propose a
plan that will include a sale of substantially all of the Debtors'
assets on terms that will be acceptable to the Debtors and the two
Associations.  In the beginning of July, the Debtors began their
marketing process of the Property by distributing information to
prospective purchasers who agreed to sign confidentiality
agreements and demonstrated an interest in the Property.  The
Debtors have started to receive interest and feedback from
prospective purchasers.  The Debtors believe that the interested
parties will conduct their initial due diligence over a 30-45 day
period.  The Debtors believe that the feedback from the marketing
process will assist in the formulation of the Chapter 11 plan.

Additionally, the Debtors remain hopeful that they will be able to
resolve all potential claims, including the Associations, prior to
any sale of the Property.  However, in the event that the parties
do not reach a consensual resolution of issues related to
formulation of the plan, which may include the alleged claims of
the Associations, then the Debtors will likely litigate the
potential claims after a sale is consummated through a Chapter 11
plan.

The Debtor is also represented by Charles W. Throckmorton at
Kozyak Tropin & Throckmorton, P.A.

                         About Elcom Hotel

Elcom Hotel & Spa LLC and Elcom Condominium LLC sought Chapter 11
protection (Bankr. S.D. Fla. Case Nos. 13-10029 and 13-10031) on
Jan. 2, 2013, with plans to sell their hotel and condominium
property.

Elcom Condominium owns nine of the hotel condominium units at the
One Bal Harbor Resort & Spa.  The resort is located on five acres
of land in Bal Harbor, Florida.  The building and improvements
consist of 185 luxury residential condominium units and 124 hotel
condominium units.  Elcom Hotel owns the hotel lot.

Elcom Hotel estimated assets and liabilities of less than
$50 million. The Debtor owes OBH Funding, LLC, $1.8 million on
a mortgage and F9 Properties, LLC, formerly known as ANO, LLC,
$9 million on a mezzanine loan secured by a lien on the ownership
interests in the project's owner.  OBH Funding and ANO are owned
by Thomas D. Sullivan, the manager of the Debtors.

Attorneys at Kozyak Tropin & Throckmorton, P.A., serve as
bankruptcy counsel to the Debtor.  Duane Morris LLP is the special
litigation, real estate, and hospitality counsel.  Algon Capital,
LLC, d/b/a Algon Group's Troy Taylor is the Debtors' Chief
Restructuring Officer.

The United States Trustee has said it will not appoint an official
committee of unsecured creditors for Elcom Hotel pursuant to
11 U.S.C. Section 1102 until further notice.


EMPRESAS OMAJEDE: Has Until Oct. 10 to File Plan & Disclosure
-------------------------------------------------------------
The Hon. Enrique S. Lamoutte Inclan of the U.S. Bankruptcy Court
for the District of Puerto Rico has extended, at the behest of
Empresas Omajede, Inc., the deadline for the Debtor to file its
plan and disclosure statement until Oct. 10, 2013.

As reported by the Troubled Company Reporter on July 12, 2013, the
Court previously granted the Debtor an extension until July 10 to
file its plan and disclosure statement.

Patricia I. Varela, Esq., at Charles A. Cuprill, PSC, the counsel
for the Debtor, says that the Debtor has undertaken extensive work
for the completion of its Plan and Disclosure, yet the Debtor
needs 90 additional days to conduct a reevaluation and assessment
of the value of its realty, which is necessary for the preparation
of the Plan and Disclosure.

                   About Empresas Omajede Inc.

Empresas Omajede, Inc., filed a Chapter 11 petition (Bankr. D.P.R.
Case No. 12-10113) in Old San Juan, Puerto Rico, on Dec. 21, 2012.
Charles Alfred Cuprill, Esq., and Patricia I. Varela, Esq., at
Charles A. Cuprill, PSC, serve as counsel.  Nelson E. Galarza
serves as financial advisor.

The Debtor disclosed $16,718,614 in assets and $4,935,883 in
liabilities in its schedules.  The Debtor is a Single Asset Real
Estate as defined in 11 U.S.C. Sec. 101(51B) with principal assets
located at La Ectronica Building, 1608 Bori St., in San Juan,
Puerto Rico.


ENDICOTT INTERCONNECT: Committee Aims to Investigate Insider Loans
------------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Endicott Interconnect Technologies Inc. is asking the
court for approval of sale procedures under which the first bid of
$250,000 will come from an insider group.

Endicott intends to sell the business for $250,000 in cash, absent
a better offer. The purchase offer came from a company owned by
minority shareholder James T. Matthews. In addition to the cash,
he would assume a $6.1 million secured term loan he already owns.
There's about $10 million owing on two other secured loans.

A hearing was slated for Aug. 14 in U.S. Bankruptcy Court in
Utica, New York, for approval of sale procedures.

According to the report, the official creditors' committee filed
papers Aug. 13 saying there may be $20.8 million in claims to
bring against insiders.  The committee is seeking court permission
to compel Matthews and other insiders to turn over information
that might be relevant to claims against them.  The committee
counts some $15.9 million in loans made by the insiders that might
be properly characterized as equity investments.  In addition,
there was a $5 million payment the company made to them within
three months of bankruptcy that might be recovered as a so-called
preference.

The committee asked the bankruptcy judge to hold a hearing on
Aug. 20 to grant permission for conducting an investigation of the
insiders.

                    About Endicott Interconnect

Endicott Interconnect Technologies Inc., filed a Chapter 11
petition (Bankr. N.D.N.Y. Case No. 13-bk-61156) in Utica, New
York, on July 10, 2013, to sell the business before cash runs out
by the end of September.

Based in Endicott, New York, and formed in 2002, EIT is the
successor to the microelectronics division of IBM Corp.  The
products are used in aerospace, defense and medication
applications, among others.

The company sought Chapter 11 bankruptcy protection after
suffering $100 million in operating losses in the last four years.

In addition to $16 million in secured claims, trade suppliers are
owed $34 million.  There is another $32 million owing for loans
made by shareholders.  The company said the book value of property
is $36 million.


ENERGY SERVICES: Amends Forbearance Agreement with United Bank
--------------------------------------------------------------
Energy Services of America Corp. and its subsidiries entered into
an amendment to the forbearance agreement with United Bank, Inc.,
which extends the period under which the Company may raise funds
and perform certain of its obligations under the Forbearance
Agreement.  In consideration of the extension, the Company will
pay $25,000 upon execution of the amendment.  The amendment also
specifies periodic repayment over a period from Aug. 6, 2013, to
Sept. 30, 2013.  The remaining provisions of the new forbearance
agreement are substantially the same as those in the Agreement.

Pursuant to the Forbearance Agreement, the Company acknowledged
that it is in default under the terms of two credit facilities
between United Bank and United Bank has agreed to forbear from
exercising certain of its rights and remedies under the loan
agreements and related documents.

A copy of the Amended Forbearance Agreement is available at:

                        http://is.gd/vcrADE

                       About Energy Services

Huntington, West Virginia-based Energy Services of America
Corporation provides contracting services to America's energy
providers, primarily the gas and electricity providers.

The Company reported a net loss of $48.5 million on $157.7 million
of revenue in fiscal 2012, compared with a net loss of $5.3
million on $143.4 million of revenue in fiscal 2011.  The
Company's balance sheet at March 31, 2013, showed $50.19 million
in total assets, $45.69 million in total liabilities and $4.50
million in total stockholders' equity.

Arnett Foster Toothman PLLC, in Charleston, West Virginia,
expressed substantial doubt about Energy Services' ability to
continue as a going concern following the annual report for the
year ended Sept. 30 ,2012.  The independent auditors noted that
the Company has suffered recurring losses from operations and has
entered into a forbearance arrangement with its lenders as a
result of continued noncompliance with certain debt covenants.


ENERSYS: S&P Revises Outlook to Positive & Affirms 'BB' CCR
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its rating
outlook on EnerSys to positive from stable.  At the same time, S&P
affirmed the ratings on the company, including the 'BB' corporate
credit rating.

"The outlook revision reflects EnerSys' good operating performance
and better-than-expected credit metrics," said Standard & Poor's
credit analyst Sarah Wyeth.  As of June 30, 2013, the company's
debt to EBITDA was less than 1x and its funds from operations
(FFO) to debt was more than 100%, compared with S&P's expectations
of 3.0-3.5x and 20%-25%, respectively.  Despite S&P's expectation
that EnerSys will pursue growth via acquisitions over the next
several years, S&P believes that its improved profitability and
free cash flow generation could afford it capacity for debt-funded
activities at a higher rating.

The ratings on EnerSys reflect S&P's expectation that the
company's operations will continue to benefit from its geographic
diversity, allowing it to offset weakness in Europe with
continued, though tempered, growth in the U.S. and Asia.  S&P's
assessment of EnerSys' "fair" business risk profile reflects its
good geographic diversity, limited product diversity, and exposure
to cyclical end markets.

S&P expects EnerSys to maintain good market shares in the global
industrial battery market, which is cyclical, competitive, and
exposed to volatile lead costs.  S&P also expects the company to
continue to benefit from its fair proportion of sales from
relatively stable aftermarket revenues and its ability to mitigate
raw material cost increases through higher prices.

The positive outlook reflects the company's good operating
performance and increased capacity for debt-funded initiatives.

S&P could raise the rating on EnerSys within the next 12 months if
it is likely to sustain EBITDA margin in the low- to mid-teens,
generate about $150 million in annual free cash flow on average,
and maintains a disciplined approach to acquisitions.

S&P could revise the outlook to stable if the company pursues a
more aggressive financial policy than S&P expects.  This could
occur, if, for instance, the company increases leverage to more
than 3x via debt-funded acquisitions or share buybacks.


EXIDE TECHNOLOGIES: EPA Opposes Abandonment of Contaminated Lot
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the U.S. Environmental Protection Agency said in
court filings that Exide Technologies, a maker of lead-acid
batteries, can't walk away from contaminated property and can't
sell contaminated property to a "nonviable purchaser."

The report notes that in larger bankruptcies, it's typical for a
company to get court authorization to sell or abandon properties
of relatively small value without the usual formalities, including
motions, hearings and approval from a judge.  Exide is seeking the
freedom to abandon or sell smaller properties with limited or no
notice to creditors.

Relying on a 1986 U.S. Supreme Court decision, the EPA said a
company is barred from abandoning or walking away from
environmentally impaired property.  Likewise, Milton, Georgia-
based Exide can't be permitted to sell property to a buyer that
lacks the financial capacity to remediate contamination.

The bankruptcy court in Delaware will hold a hearing Aug. 15 to
rule on whether there must be limits on the disposition of
contaminated property.

                     About Exide Technologies

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

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

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

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

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

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

The Official Committee of Unsecured Creditors is represented by
Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as
co counsel.  Zolfo Cooper, LLC serves as its bankruptcy
consultants and financial advisors.


FLAT OUT: Seeks $1.8 Million Surcharge on HillStreet Collateral
---------------------------------------------------------------
Flat Out Crazy, LLC, et al., and the Official Committee of
Unsecured Creditors appointed in the Debtors' Chapter 11 cases
jointly ask the Court to grant surcharge against The HillStreet
Fund IV, L.P., collateral for not less than $1,816,773.  The
Surcharge represents the necessary and reasonable costs and
expenses incurred by the Debtors and the Committee in preserving,
enhancing and disposing of Hillstreet's collateral.

The Debtors closed the sales of substantially all of their Flat
Top Grill Assets and Stir Crazy Assets to HillStreet on May 2,
2013.  The closing marked the culmination of an extensive three
month sale process which the Debtors commenced at the outset of
the cases for the Flat Top Grill Assets and was later required for
both chains under the Debtors' post-petition financing facility
with HillStreet.

"HillStreet has received numerous primary and direct benefits as a
result of the administration of these Cases and the success of the
sale process through which it was able to realize on its
collateral for the highest possible recovery.  Under applicable
law, HillStreet is required to pay the necessary and reasonable
costs of receiving these very substantial benefits."

According to the Debtors, the sales yielded an aggregate purchase
price of $10 million and an aggregate recovery for HillStreet in
the approximate amount of $6,722,000.

"To achieve the value ultimately obtained in the section 363 sale,
the Professionals necessarily and reasonably incurred thousands of
hours of professional time that was spent on business operations,
lease rejections, the sale process, financing matters, and the
PACA dispute, among other things," said Stephen D. Lerner, Esq.,
at Squire Sanders (US) LLP, counsel for the Debtors..

The evidentiary hearing as to the Joint Motion has been adjourned
and is now scheduled on Thursday, Sept. 12, 2013, at 9:30 a.m.
(Eastern).

                        About Flat Out Crazy

Flat Out Crazy LLC and its affiliates operate two Asian-inspired
restaurant chains that began in Chicago.  Flat Top Grill, which
currently has 15 locations, is a full-service fast-casual create-
your-own stir-fry concept.  Stir Crazy Fresh Asian Grill, which
has 11 locations, is a full-service casual Asian restaurant
offering the flavors of Chinese, Japanese, Thai and Vietnamese
food.  The Debtors have 1,200 employees.

Flat Out Crazy and 13 affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 13-22094) in White Plains, New York
on Jan. 25, 2013.  The Debtors have tapped Squire Sanders (US) LLP
as counsel; Kurtzman Carson Consultants, LLC, as claims, noticing
and administrative agent; William H. Henrich and Mark Samson from
Getzler Henrich as their co-chief restructuring officers; and J.H.
Chapman Group, L.L.C, as their investment bankers.

The Debtor disclosed $24,339,542 in assets and $15,899,166 in
liabilities as of the Chapter 11 filing.

An official committee of unsecured creditors has been appointed in
the Debtors' cases.  The Committee tapped to retain Kelley Drye &
Warren LLP as its counsel and CBIZ Accounting, Tax and Advisory of
New York, LLC as financial advisor.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed Alan
Chapell, as the consumer privacy ombudsman in the Debtors' cases.


FLAT OUT: Has Until Sept. 22 to Solicit Acceptances of Plan
-----------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York had extended Flat Out Crazy, LLC, et
al.'s exclusive period to file a Chapter 11 plan until July 24,
2013.  The Debtors' exclusive period to obtain acceptance of that
Plan is extended through Sept. 22, 2013.

As of August 13, the Debtors have not yet filed their Chapter 11
plan of reorganization.

                        About Flat Out Crazy

Flat Out Crazy LLC and its affiliates operate two Asian-inspired
restaurant chains that began in Chicago.  Flat Top Grill, which
currently has 15 locations, is a full-service fast-casual create-
your-own stir-fry concept.  Stir Crazy Fresh Asian Grill, which
has 11 locations, is a full-service casual Asian restaurant
offering the flavors of Chinese, Japanese, Thai and Vietnamese
food.  The Debtors have 1,200 employees.

Flat Out Crazy and 13 affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 13-22094) in White Plains, New York
on Jan. 25, 2013.  The Debtors have tapped Squire Sanders (US) LLP
as counsel; Kurtzman Carson Consultants, LLC, as claims, noticing
and administrative agent; William H. Henrich and Mark Samson from
Getzler Henrich as their co-chief restructuring officers; and J.H.
Chapman Group, L.L.C, as their investment bankers.

The Debtor disclosed $24,339,542 in assets and $15,899,166 in
liabilities as of the Chapter 11 filing.

An official committee of unsecured creditors has been appointed in
the Debtors' cases.  The Committee tapped to retain Kelley Drye &
Warren LLP as its counsel and CBIZ Accounting, Tax and Advisory of
New York, LLC as financial advisor.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed Alan
Chapell, as the consumer privacy ombudsman in the Debtors' cases.


FLAT OUT: Court Allows HillStreet to Repossess Collateral
---------------------------------------------------------
The Bankruptcy Court entered a Consent Order terminating the
automatic stay to allow The HillStreet Fund IV, L.P., to enforce
its rights with respect to certain of its collateral, including,
but not limited to, taking possession of the subject collateral,
selling the same, and applying the proceeds of the sale of the
collateral to the obligation owing to it.

Vogen Funding, L.P., was a secured equipment lender to Flat Out
Crazy, LLC, to whom the Debtor owes over $3.8 million.  Vogen has
assigned the secured portion of its claim against the Debtor to
HillStreet, pursuant to a Partial Assignment of Loan Documents
dated June 7, 2013.

The Debtor has sold some of the equipment that constituted Vogen's
collateral with Vogen's liens on that equipment attaching to the
proceeds of sale.  The Debtor continues to possess the remaining
equipment and other property of the Debtor on which HillStreet,
as Vogen's assignee, has a lien.

According to HillStreet, now that the Debtor has ceased operating
and no longer uses the Subject Collateral, there is no reason to
continue to stay its rights to repossess the Subject Collateral.

The Debtor and the Committee have agreed not to oppose this
Motion.

As stipulated by the parties, if in the event a sale of the
Subject Collateral generates a surplus above and beyond the debt
owed to HillStreet, HillStreet will turn over those funds to the
Debtors' estates.

                        About Flat Out Crazy

Flat Out Crazy LLC and its affiliates operate two Asian-inspired
restaurant chains that began in Chicago.  Flat Top Grill, which
currently has 15 locations, is a full-service fast-casual create-
your-own stir-fry concept.  Stir Crazy Fresh Asian Grill, which
has 11 locations, is a full-service casual Asian restaurant
offering the flavors of Chinese, Japanese, Thai and Vietnamese
food.  The Debtors have 1,200 employees.

Flat Out Crazy and 13 affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 13-22094) in White Plains, New York
on Jan. 25, 2013.  The Debtors have tapped Squire Sanders (US) LLP
as counsel; Kurtzman Carson Consultants, LLC, as claims, noticing
and administrative agent; William H. Henrich and Mark Samson from
Getzler Henrich as their co-chief restructuring officers; and J.H.
Chapman Group, L.L.C, as their investment bankers.

The Debtor disclosed $24,339,542 in assets and $15,899,166 in
liabilities as of the Chapter 11 filing.

An official committee of unsecured creditors has been appointed in
the Debtors' cases.  The Committee tapped to retain Kelley Drye &
Warren LLP as its counsel and CBIZ Accounting, Tax and Advisory of
New York, LLC as financial advisor.

Tracy Hope Davis, the U.S. Trustee for Region 2, appointed Alan
Chapell, as the consumer privacy ombudsman in the Debtors' cases.


FRIENDFINDER NETWORKS: Common Stock Now Trading on OTCQB Market
---------------------------------------------------------------
FriendFinder Networks Inc.'s common stock began trading on the
OTCQB Marketplace under the new ticker symbol "FFNT" on Aug. 8,
2013.  Investors will be able to view real-time best bid and ask
quotes for "FFNT" at http://www.otcmarkets.com.

On Aug. 6, 2013, the Company received a notification letter from
the Hearings Panel of The Nasdaq Stock Market LLC determining to
delist the Company's common stock from The Nasdaq Global Market.
As a result, trading in the Company's common stock on Nasdaq was
suspended effective at the opening of trading on Aug. 8, 2013.  As
previously disclosed, the Company faced delisting due to its
failure to comply with the $1.00 minimum bid price required
for continued listing of its common stock under Rule 5450(a)(1)
and the minimum market value of its publicly held shares under
Rule 5450(b)(2&3)(C).

The move to OTCQB Marketplace does not change the Company's SEC
reporting obligations under applicable securities laws.
Accordingly, the Company will continue to file its quarterly
reports on Form 10-Q, annual reports on Form 10-K and current
reports on Form 8-K.

                      Amends 2012 Form 10-K

FriendFinder has amended its annual report on Form 10-K for the
year ended Dec. 31, 2012, filed with the Securities and Exchange
Commission on April 1, 2013, to include in the audit report
previously filed, the city and state of FFN's auditors and a
consent including the conformed signature of FFN's auditors.  No
other items were being amended.  EisnerAmper LLP is based in New
York, New York.  A copy of the Amended Form 10-K is available for
free at http://is.gd/TFfu7d

                     About FriendFinder Networks

FriendFinder Networks (formerly Penthouse Media Group) owns and
operates a variety of social networking Web sites, including
FriendFinder.com, AdultFriendFinder.com, Amigos.com, and
AsiaFriendFinder.com.  All total, its Web sites are offered in 12
languages to users in some 170 countries.  The company also
publishes the venerable adult magazine PENTHOUSE, and produces
adult video content and related images.  The Company is based in
Boca Raton, Florida.

FriendFinder Networks reported a net loss of $49.44 million
in 2012, a net loss of $31.14 million in 2011, and a net loss of
$43.15 million in 2010.  The Company's balance sheet at March 31,
2013, showed $461.21 million in total assets, $647.78 million in
total liabilities and a $186.56 million total stockholders'
deficiency.

EisnerAmper LLP, issued a "going concern" qualification on the
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company's New First
Lien Notes and Cash Pay Second Lien Notes, absent a restructuring
or refinancing, mature on Sept. 30, 2013, and further are subject
to maturity date acceleration by the lenders as a result of events
of default upon the expiration or termination of forbearance
agreements currently in place.  In addition, the Company has
failed to comply with certain covenants related to its Non-Cash
Pay Second Lien Notes which mature on April 30, 2014.
Accordingly, all such debt has been classified as current
liabilities as of Dec. 31, 2012, and cannot be satisfied with
available funds which raises substantial doubt about the Company's
ability to continue as a going concern.

                           *     *     *

In the Nov. 14, 2012, edition of the TCR, Standard & Poor's
Ratings Services lowered its rating on FriendFinder Networks Inc.
to 'CC' from 'CCC'.

"The downgrade follows FriendFinder's announcement that it had
reached a forbearance agreement with 85% of the lenders in its
senior secured notes and 100% of the lenders in its second lien
cash pay notes that defers the excess cash flow payments through
Feb. 4, 2013," said Standard & Poor's credit analyst Daniel
Haines.  "The company has decided to preserve liquidity as it
attempts to refinance its debt.  We are withdrawing our ratings at
the company's request."


GLOBAL AVIATION: Magellan Aviation's Late Claim Barred
------------------------------------------------------
E.D. New York Bankruptcy Judge Carla E. Craig denied the motion of
Magellan Aviation Services Limited pursuant to Federal Rule of
Bankruptcy Procedure 9006(b)(1), to deem its proof of claim
against Global Aviation Holdings Inc. and request for payment of
an administrative expense timely filed, though they were filed
after the bar date in this case.  Global Aviation opposed the
motion.

Global Aviation operates two airlines, North American Airlines,
Inc., and World Airways, Inc.  World Airways was a party to a
lease with Magellan dated October 1, 2008, under which Magellan
was a lessor of three Fly-Away Maintenance Kits (the "FAKs"). As
the Debtor began to reduce its aircraft fleet, it determined that
the FAKs were no longer necessary for its operations. As a result,
the Debtor ceased use of the FAKs on February 29, 2012 and
notified Magellan, in a letter dated April 2, 2012, of the
Debtor's intent to reject the FAK lease.

On June 15, 2012, the Court entered an order approving the
rejection with respect to Magellan, effective as of February 29,
2012.

After receipt of the April 2nd letter, but prior to the Rejection
Order, Magellan's Vice President of Sales and Marketing traveled
to World's headquarters to pick up the FAKs, as well as certain
parts, tools, and equipment that were supplied under the FAK
Lease.  However, Magellan did not recover all the equipment
sought, because certain parts remained with World or were in
possession of a third party.  Magellan received the remainder of
the FAK parts in early July.  The July Delivery contained items
that were "non-conforming" under the lease terms, as they needed
repairs, overhaul, and service.  However, World was not as
"receptive" to resolving Magellan's issues with the returned items
as it had been in prior months.  The FAKs returned to Magellan in
April were mostly in good working order, and to the extent that
they were not, World and Magellan resolved all issues in that
regard.  Ultimately, it became clear to Magellan that World would
not service, repair, or overhaul the FAKs returned in the July
Delivery, and that it would cost Magellan several hundred thousand
dollars to do so.

On June 15, 2012, the Court entered an Order establishing July 30,
2012, as the deadline to file proofs of claims.  The Bar Date
applied to claims arising from or related to the rejection of
unexpired leases, including claims that arose or are deemed to
have arisen pre-petition, as well as to administrative claims.

Magellan does not dispute that it received notice of the Bar Date.

Magellan did not submit a claim before the Bar Date.  On Dec. 5,
2012, one day prior to the plan confirmation hearing in this case,
Magellan filed the Motion seeking permission to file a proof of
claim for $252,750 against the Debtor, which Magellan contends is
entitled to administrative expense priority.

A copy of the Court's July 22, 2013 decision is available at
http://is.gd/Tc3ELCfrom Leagle.com.

Melissa N. Koss, Esq. -- melissa.koss@kirkland.com -- at Kirkland
& Ellis LLP, in New York, represents the Debtor.

Shannon A. Scott, Esq. -- sscott@jaspanllp.com -- at Jaspan
Schlesinger LLP, in Garden City, New York, argues for Magellan
Aviation.

                      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 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 Aviation's plan of reorganization was approved by the
Bankruptcy Court on Dec. 6, 2012.  It became effective on Feb. 13
allowing the Company to complete its financial restructuring and
emerge from Chapter 11.


GREAT PLAINS EXPLORATION: Joshua Lewis No Longer Acts as Counsel
----------------------------------------------------------------
The Bankruptcy Court approved the withrawal of Joshua C. Lewis,
Esq., as counsel for Oz Gas, Ltd., Great Plains Exploration, LLC,
and John D. Oil and Gas Company.  Mr. Lewis was separated from
Bernstein-Burkley, P.C., effective as of July 14, 2013.

The Debtors currently are represented by Robert S. Bernstein,
Esq., and other attorneys at Bernstein-Burkley, P.C., each of whom
will continue to serve as counsel to the Debtors.

                          About John D. Oil,
                Great Plains Exploration and Oz Gas

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains
Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr.
W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11, 2012.  Two
days later, John D. Oil filed its own Chapter 11 petition (Bankr.
W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011 and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated $10
million to $50 million in assets and debts.  John D. Oil's balance
sheet at Sept. 30, 2011, showed $8.12 million in total assets,
$12.92 million in total liabilities and a $4.79 million total
deficit.  The petitions were signed by Richard M. Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


GREAT PLAINS EXPLORATION: Has Until Sept. 23 to File Final Plan
---------------------------------------------------------------
The Bankruptcy Court on August 12 directed the Debtors to file a
final disclosure statement and plan of reorganization on or before
Sept. 23, 2013.

As reported by the Troubled Company Reporter on June 28, 2013, RBS
Citizens, N.A., dba Charter One, objected to the approval of
the Disclosure Statement explaining the Debtor's First Amended
Plan of Reorganization dated April 22, 2013.  According to RBS,
the proposed treatment of its claim still is not fair and
equitable.  RBS said the Plan cannot be confirmed over its
objection.  RBS also said the Debtors do not have the support
of other creditors for their proposed Plans, and the bankruptcy
estates clearly cannot bear the cost of a contested confirmation
process regarding non-confirmable Plans.

                          About John D. Oil,
                Great Plains Exploration and Oz Gas

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains
Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr.
W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11, 2012.  Two
days later, John D. Oil filed its own Chapter 11 petition (Bankr.
W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011 and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated $10
million to $50 million in assets and debts.  John D. Oil's balance
sheet at Sept. 30, 2011, showed $8.12 million in total assets,
$12.92 million in total liabilities and a $4.79 million total
deficit.  The petitions were signed by Richard M. Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


HAAS ENVIRONMENTAL: Meeting to Form Creditors' Panel on Aug. 22
---------------------------------------------------------------
Roberta A. DeAngelis, United States Trustee for Region 3, will
hold an organizational meeting on August 22, 2013 at 1:30 p.m. in
the bankruptcy case of Haas Environmental, Inc.  The meeting will
be held at:

         United States Trustee's Hearing Room
         Bridge View
         800-840 Cooper Street, Suite 102
         Camden, NJ 08102

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

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

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

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


HEARUSA INC: Trustee Admits Mistake in Stockholder Distribution
---------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that the liquidating trustee for former hearing-aid
retailer HearUSA Inc. has clarified how he will rectify a mistake
he made in distributions to shareholders.  It appears the trust
will pay for the mistake.

HearUSA's Chapter 11 plan was approved last year by the U.S.
Bankruptcy Court in West Palm Beach, Florida.  The plan called for
distributing left over money to shareholders.

The report recounts that several shareholders sued Joseph
Luzinski, the liquidating trustee, contending he used the wrong
record date when making a $37 million distribution last year to
stockholders.  Originally, Mr. Luzinski contended there was no
mistake.

In papers filed Aug. 7, Mr. Luzinski now admits there was an
honest error in using a record date later than the date provided
in the court-approved plan.  He contends any damages he might pay
come within the scope of an indemnification provision in the trust
agreement where the trust picks up the cost.

Assuming the court goes along, Mr. Luzinski has settled with the
shareholders by agreeing to pay them about $1 million.  Meanwhile,
he's having the court set up machinery so other shareholders will
be notified to file claims if they weren't paid.

Mr. Luzinski intends on paying the settling shareholders with
money he has in the trust. In papers last week, he said he intends
to claw money back from anyone who improperly received a payment
based on the incorrect record date.

When the shareholders originally sued, they wanted Mr. Luzinski to
make up the payments out of his own pocket.  Mr. Luzinski is a
senior vice president with Development Specialists Inc.

The settled lawsuit is Jacks v. Luzinski (In re HearUSA
Inc.), 13-01370, U.S. Bankruptcy Court, Southern District of
Florida (West Palm Beach).

Mr. Luzinski may be reached at:

          Joseph J. Luzinski
          DEVELOPMENT SPECIALISTS INC.
          Southeast Financial Center
          200 South Biscayne Boulevard Suite 1818
          Miami, FL 33131-2329
          Tel: 305-374-2717
          E-mail: jluzinski@dsi.biz

                        About HearUSA Inc.

HearUSA, Inc., which sold hearing aids in 10 states, filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Fla. Case No.
11-23341) on May 16, 2011, to sell the business for $80 million to
William Demant Holdings A/S, absent higher and better offers.

As a result of competitive bidding and auction, HearUSA's business
was sold to Siemens Hearing Instruments Inc., the principal
supplier and primary secured lender, for a price calculated at the
time to produce $39.7 million for common shareholders.  HearUSA
said the Siemens acquisition was worth $129 million, plus the
waiver of a distribution on the 6.4 million shares of HearUSA
stock that Siemens owned.

The liquidating Chapter 11 plan was confirmed in May 2012 and
implemented in June.  Following the sale, the Debtor changed its
name to "HUSA Liquidating Corporation".

The Debtor said that assets are $65.6 million against debt of
$64.7 million as of March 31, 2010.  HearUSA owed $31.3 million to
Siemens.

Judge Erik P. Kimball presides over the case.  Brian K. Gart,
Esq., Paul Steven Singerman, Esq., and Debi Evans Galler, Esq., at
Berger Singerman, P.A., represent the Debtor.  The Debtor has
tapped Bryan Cave LLP as special counsel; Sonenshine Partners LLC,
investment banker; Development Specialist Inc., restructuring
advisor and Joseph J. Luzinski as chief restructuring officer; and
AlixPartners LLC, as communications consultant.  Trustee Services,
Inc., serves as claims and notice agent.

The Official Committee of Unsecured Creditors has been appointed
in the case.  Robert Paul Charbonneau, Esq., and Daniel L. Gold,
Esq., at Ehrenstein Charbonneau Calderin, represent the Creditors
Committee.

An Official Committee of Equity Security Holders has also been
appointed.  Mark D. Bloom, Esq., at Greenberg Traurig P.A., in
Miami, Fla., represents the Equity committee as counsel.


HILLTOP FARMS: Has Limited Use of Cash Collateral Until Aug. 31
---------------------------------------------------------------
The Hon. Charles L. Nail, Jr. of the U.S. Bankruptcy Court for the
District of South Dakota gave his stamp of approval on an
agreement authorizing Hilltop Farms, LLC's use of cash collateral
until Aug. 31, 2013.

In this relation, the July 25 hearing on the Debtor's motion for
use of cash collateral until Sept. 30 has been canceled.

The stipulation, entered between the Debtor and First Bank &
Trust, provides that, among other things:

   1. FB&T consents to the Debtor's limited use of cash collateral
      until Aug. 31, 2013;

   2. the Debtor's can access up to $155,681 of the cash
      collateral;

   3. as adequate protection from any diminution in value of the
      lender's collateral, the Debtor will grant the lender
      replacement lien in the new calf/offspring born postpetition
      through Aug. 31; and

   4. the Debtor will pay FB&T the adequate protection payments
      of $10,000 per month on Aug. 1.

A copy of the stipulation is available for free at:

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

                        About Hilltop Farms

Elkton, South Dakota-based Hilltop Farms, LLC, owns properties in
Brookings County, South Dakota.  It filed a Chapter 11 petition
(Bankr. D.S.D. Case No. 12-40768) on Nov. 2, 2012, in Sioux Falls,
South Dakota.  It disclosed assets of $13.1 million and
$13.5 million in liabilities as of Nov. 2, 2012.  Laura L. Kulm
Ask, Esq., at Gerry & Kulm Ask, Prof LLC, serves as counsel to the
Debtor.  Judge Charles L. Nail, Jr., presides over the case.

Daniel M. McDermott, U.S. Trustee for Region 12, was unable to
form an official committee of unsecured creditors in the Debtor's
case.


HILLTOP FARMS: Plan Confirmed Subject to Approval of Settlements
----------------------------------------------------------------
The Hon. Charles L. Nail, Jr. of the U.S. Bankruptcy Court for the
District of South Dakota entered an order confirming Hilltop
Farms, LLC's Modified Plan of Reorganization, subject to approval
and incorporation of settlement agreements with First Bank & Trust
and CNH Capital America, LLC.

The Court directed that the Debtor will incorporate the approved
settlement agreements in a Plan as confirmed and submit it.

The Court added that if any objections to the settlement
agreements are timely filed, confirmation is not ordered, and an
evidentiary hearing on the objections and a continued confirmation
hearing will be set by separate order.

According to the Debtor's case docket, secured creditor First Bank
& Trust has changed, on the record, its ballots to accepting the
plan.

On July 9, FB&T objected to confirmation of the Debtor's Modified
Plan on these grounds:

   1. the Debtor's Plan understates the indebtedness due FB&T
      as an oversecured creditor, including postpetition interest,
      and pre- and post-petition fees and expenses.

   2. as performance of the Plan by the Debtor is not feasible,
      and further reorganization is not feasible; and

   3. the Plan is not confirmable as the proponent's ability to
      comply with Subsection (II) is entirely speculative and
      the proposed plan does not meet the requirement that the
      Plan be "fair and equitable."

                        Settlement with CNH

In a separate order, the Court approved a stipulation with CNH
Capital America, LLC, for Plan treatment.  CNH Capital is a
secured creditor and a party-in-interest in the bankruptcy case.

                            The Plan

As reported in the Troubled Company Reporter on June 20, 2013, the
Debtor obtained Court approval of its Amended Disclosure
Statement on June 7, 2013.

The Amended Disclosure Statement was filed shortly before the
Court entered a ruling on its approval.  It discloses that the
Modified Plan provides the Debtor will pay $98.11 per month to the
priority creditor; $40,827.74 per month to impaired secured
creditors under Claim Classes 1 through 3; and an estimated
$835.00 per month to unsecured creditors under Claim Class 8 for
the first year of the Plan, for a total of approximately
$41,760.85 per month.

The approximate total monthly payment of $41,760.85 will be paid
from the net cash flow each month as projected.

The Debtor will continue to be managed and operated by Wilhelmus
and Olga Reuvekamp who will take a combined draw totaling $7,500
per month, as funds are available, increasing nominally for
necessary living expenses.

A full-text copy of the Amended Disclosure Statement dated June 7,
2013, is available at:

      http://bankrupt.com/misc/HILLTOPFARMS_AmdDSJune07.pdf

                        About Hilltop Farms

Elkton, South Dakota-based Hilltop Farms, LLC, owns properties in
Brookings County, South Dakota.  It filed a Chapter 11 petition
(Bankr. D.S.D. Case No. 12-40768) on Nov. 2, 2012, in Sioux Falls,
South Dakota.  It disclosed assets of $13.1 million and
$13.5 million in liabilities as of Nov. 2, 2012.  Laura L. Kulm
Ask, Esq., at Gerry & Kulm Ask, Prof LLC, serves as counsel to the
Debtor.  Judge Charles L. Nail, Jr., presides over the case.

Daniel M. McDermott, U.S. Trustee for Region 12, was unable to
form an official committee of unsecured creditors in the Debtor's
case.


HOVNANIAN ENTERPRISES: Amends $481.8 Million Securities Offering
----------------------------------------------------------------
Hovnanian Enterprises, Inc., filed an amendment to its
registration statement in connection to the offering of a
combination of securities aggregating $481.8 million.

The prospectus includes the sale by Ara K. Hovnanian, Sirwart
Hovnanian, Estate of Kevork S. Hovnanian and Hovnanian Family 2012
L.L.C. of 8,726,003 shares of Class A common stock.

The Company intends to use the net proceeds from the sale of the
securities for general corporate purposes.

The Company's common stock is traded on the New York Stock
Exchange under the symbol "HOV."

A company of the amended Form S-3 is available for free at:

                        http://is.gd/VJ0LAY

                    About Hovnanian Enterprises

Red Bank, New Jersey-based Hovnanian Enterprises, Inc. (NYSE: HOV)
-- http://www.khov.com/-- founded in 1959 by Kevork S. Hovnanian,
is one of the nation's largest homebuilders with operations in
Arizona, California, Delaware, Florida, Georgia, Illinois,
Kentucky, Maryland, Minnesota, New Jersey, New York, North
Carolina, Ohio, Pennsylvania, South Carolina, Texas, Virginia and
West Virginia.  The Company's homes are marketed and sold under
the trade names K. Hovnanian Homes, Matzel & Mumford, Brighton
Homes, Parkwood Builders, Town & Country Homes, Oster Homes and
CraftBuilt Homes.  As the developer of K. Hovnanian's Four Seasons
communities, the Company is also one of the nation's largest
builders of active adult homes.

The Company's balance sheet at April 30, 2013, showed $1.61
billion in total assets, $2.09 billion in total liabilities and a
$478.52 million total deficit.

                           *     *     *

As reported by the Troubled Company Reporter on April 25, 2013,
Standard & Poor's Ratings Services said it raised its corporate
credit rating on Hovnanian Enterprises Inc. to 'B-' from 'CCC+'.
"The upgrade reflects strengthening operating performance
supported by the broader recovery in the housing market that, we
believe, should support modest profitability in 2013," said
Standard & Poor's credit analyst George Skoufis.

In the Dec. 11, 2012, edition of the TCR, Fitch Ratings has
affirmed the ratings for Hovnanian Enterprises, Inc. (NYSE: HOV),
including the company's Issuer Default Rating (IDR), at 'CCC'.
The rating for HOV is influenced by the company's execution of its
business model, land policies, and geographic, price point and
product line diversity.  The rating additionally reflects the
company's liquidity position, substantial debt and high leverage.

Hovnanian carries 'Caa2' corporate family and probability of
default ratings from Moody's.

As reported in the TCR on Aug. 5, 2013, Moody's Investors Service
raised the Corporate Family Rating of
Hovnanian Enterprises, Inc. to Caa1 from Caa2.  The upgrade
reflects both the industry's growing strength and Hovnanian's own
improved results, which make it far less likely
that the company will default on its debt obligations.


HUNTSMAN INTERNATIONAL: S&P Retains 'BB' CCR Following Add-On
-------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Salt
Lake City, Utah-based Huntsman Corp. (Huntsman) and its wholly
owned subsidiary Huntsman International LLC (Huntsman
International), including the 'BB' corporate credit ratings and
all issue and recovery ratings, remain unchanged following
Huntsman International's plan to add $100 million on to its
existing senior secured term loans.  The proposed loans will be
treated as a single class with, and will have the same terms as,
one or more classes of existing term loans.  S&P expects Huntsman
to use the proceeds of the add-on offering for general corporate
purposes.  The outlook remains stable.

The senior secured debt rating of 'BB+' is one notch above the
corporate credit rating, with a recovery rating of '2', indicating
prospects for substantial (70%-90%) recovery in the event of a
payment default.

Standard & Poor's ratings on Huntsman reflect what S&P considers
to be its "satisfactory" business risk profile as a diversified
chemical manufacturer and its "aggressive" financial risk profile.

As of June 30, 2013, the key funds from operations to total
adjusted debt ratio was about 17%.  Primarily because of
cyclically depressed titanium dioxide markets, S&P expects this
ratio to be 15%-20% this year, but to recover to about 20% next
year and strengthen further thereafter.  Other important
assumptions include S&P's expectation that polyurethane results
will remain strong, the company will realize significant
restructuring benefits in 2013 and 2014, and it will incrementally
reduce debt during the next few years.

For the complete corporate credit rating rationale, see Standard &
Poor's summary analysis on Huntsman, published May 24, 2013, on
RatingsDirect.  For the complete recovery analysis, see S&P's
recovery report on Huntsman International, published March 11,
2013, on RatingsDirect.

RATINGS LIST

Huntsman Corp.
Huntsman International LLC
Corporate Credit Rating            BB/Stable/--

Huntsman International LLC
Senior Secured                     BB+
  Recovery Rating                   2


INNOVATION FUELS: Court Dismisses Ch.7 Trustee's Suit v. Insiders
-----------------------------------------------------------------
Bankruptcy Judge Donald H. Steckroth granted the request of
defendants Henri Arif, Derek K. Jones, Mina Pacheco Nazemi, and
CSFB/NYSCRF New York Co-Investment Program Fund 2005, L.P., to
dismiss the amended complaint of Eric R. Perkins, Chapter 7
Trustee for the estates of Innovation Fuels, Inc. and IFI Newark,
Inc., for failure to state a claim pursuant to Federal Rule of
Civil Procedure 12(b)(6).

Innovation Fuels and IFI Newark, the wholly owned subsidiary of
Innovation, were in the business of refining and selling biodiesel
fuel.  The Debtors formerly conducted operations at a shared
address at 126 Passaic Street in Newark, New Jersey.

Innovation and IFI filed voluntary petitions under Chapter 7
of the Bankruptcy Code (Bankr. D. N.J. Case Nos. 11-12911 and
11-12711) on Feb. 2, 2011.  On March 24, 2011, the cases were
Ordered by the Court to be jointly administered.

The Amended Complaint alleges that the Fund, an affiliate of
Credit Suisse, is an insider of both Debtors and that it provided
financing to one or both of the Debtors for their operations.  The
Chapter 7 Trustee alleges that the Fund took control of the
Debtors by appointing the Individual Defendants, who were
concurrently employees of Credit Suisse, as officers and/or
directors of the Debtors. Mr. Arif served as both a senior member
of the renewable energy team at Credit Suisse as well as a
director of Innovation and/or IFI, the CEO of Innovation and IFI
as of Sept. 24, 2010, and, as a result, an insider of one or both
of the Debtors.  Mr. Jones is alleged to have served as a managing
director at Credit Suisse as well as a director and insider of
Innovation and/or IFI.  Ms. Nazemi allegedly served as a vice
president at Credit Suisse as well as a director and insider of
Innovation and/or IFI.

The Chapter 7 Trustee alleges that on July 15, 2010, a major spill
occurred at the Property that released sulfuric acid causing
significant damage to the Debtors at a time when they were already
insolvent and were not producing any biofuel.  Due to the damage
caused by the spill, the Debtors allegedly sought, but were
denied, additional financing from Citizens Bank, which already
provided financing to the Debtors.  The Citizens Bank Loan had a
balance of $4,641,373.52 and was guaranteed by the Fund up to
$5,000,000.  It is alleged that the guaranty would soon be
enforceable against the Fund and that, to avoid liability on the
guaranty, the Fund sought and procured additional financing from
Square 1 Bank on behalf of the Debtors to satisfy the loan to
Citizens Bank.  The Trustee further alleges that financing from
Square 1 Bank, also guaranteed by the Fund for $5,000,000, was
obtained and used to pay off the liability to Citizens Bank.

The Trustee further alleges that, to raise additional funds, the
board of directors forced shareholders to make capital
contributions to the Debtors or face the penalty of having their
equity interests diluted.  In total, the Trustee alleges that the
Debtors, at the direction of the Defendants, incurred $950,000 of
additional debt from July 15, 2010 through the time of the
Debtors' bankruptcy filing in February 2011.

The Trustee alleges that between March of 2010 and February 2011,
within the one-year time period prior to the Debtors filing, the
Debtors transferred at least $252,217.75 to Square 1 Bank and
Citizens Bank for interest payments on the loans guaranteed by the
Fund. Additionally, from January 2010 through February 2011, the
Debtors made payments to Mr. Arif in the amount of $45,132.50.
These transfers are the focus of the Trustee's avoidance claims.

Among others, the Chapter 7 Truste alleged that the Individual
Defendants breached their fiduciary duty by causing the Debtors,
during a time of insolvency, to incur additional debt that was not
in the best interest of the Debtors or their creditors, but rather
the Defendants; and that the Fund, fully aware of the Debtors'
financial conditions, aided and abetted the Individual Defendants'
breach of fiduciary duty because it had knowledge of their breach
through its control of the Debtors and assisted the breach by
working with and/or directing the Individual Defendants to cause
the Debtors to incur the additional debt and postpone the
bankruptcy filing for the Fund's benefit.

The case is, ERIC R. PERKINS, in his capacity as Chapter 7 Trustee
for the Estates of Innovation Fuels, Inc. and IFI Newark, Inc.,
Plaintiff, v. HENRI ARIF, DEREK K. JONES, MINA PACHECO NAZEMI, and
CSFB/NYSCRF NEW YORK CO-INVESTMENT PROGRAM FUND 2005, L.P.,
Defendants, Adv. Proc. No. 13-01009 (Bankr. D. N.J.).  A copy of
the Court's July 22, 2013 Opinion is available at
http://is.gd/jzY028from Leagle.com.

Co-Counsel for Defendants Henri Arif, Derek K. Jones, Mina Pacheco
Nazemi, and CSFB/NYSRF New York Co-Investment Program Fund 2005,
L.P., are

          John S. Mairo, Esq.
          Kelly D. Curtin, Esq.
          PORZIO, BROMBERG & NEWMAN, P.C.
          100 Southgate Parkway, P.O. Box 1997
          Morristown, NJ 07962
          E-mail: jsmairo@pbnlaw.com
                  kdcurtin@pbnlaw.com

               - and -

          Mitchell A. Karlan, Esq.
          Matthew K. Kelsey, Esq.
          GIBSON, DUNN & CRUTCHER LLP
          200 Park Avenue
          New York, NY 10166
          E-mail: mkarlan@gibsondunn.com
                  mkelsey@gibsondunn.com

Counsel for Eric R. Perkins, Chapter 7 Trustee for the Bankruptcy
Estates of Innovation Fuels, Inc. and IFI Newark, Inc.:

          Jeffrey Bernstein, Esq.
          Nicole Leonard, Esq.
          J. Nicole Knox, Esq.
          McELROY, DEUTSCH, MULVANEY & CARPENTER, LLP
          Eliott Berman, Esq.
          Three Gateway Center
          100 Mulberry Street
          Newark, NJ 07102
          E-mail: jbernstein@mdmc-law.com
                  nleonard@mdmc-law.com
                  nknox@mdmc-law.com


INVESTORS CAPITAL: Plan Confirmation Hearing Moved to Oct. 16
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky
has changed the hearing date to consider the confirmation of
Investors Capital Partners II, LP, et al.'s plan of reorganization
to Oct. 16, 2013, at 10:00 a.m. (Eastern Time).

The Debtor filed its plan and disclosure statement on March 19,
2013.

The Bankruptcy Court has approved the Disclosure Statement
explaining the Plan.  As reported in the Troubled Company Reporter
on April 2, 2013, the Plan contemplates the continued business
operations of the Debtor and the payment of all allowed claims to
the extent possible over a period of time from future income and
revenue.  In general, all Claims will be paid to the greatest
extent possible from the additional capital contributed by the
holders of Equity Interest and a portion of net profits for 5
years after the Effective Date of the Plan.

The Debtor's exclusive period to solicit acceptances of its plan
will expire on Sept. 2, 2013.

                       About Investors Capital

Brentwood, Tennessee-based Investors Capital Partners II, LP and
two affiliates sought Chapter 11 protection (Bankr. W.D. Ky. Case
Nos. 12-11575 to 11677) in Bowling Green, Kentucky, on Dec. 19,
2012.

ICP II estimated assets of at least $10 million and liabilities of
less than $10 million.  It owns a 35-acre commercial development
near Glasgow, Kentucky. The ICP II property is home to a Marquee
Cinema, Dollar Tree, and Aaron's Rents and also consists of seven
parcels of undeveloped land.

Debtor-affiliate Investors Capital Partners I, LP owns multiple
parcels of undeveloped land near Nolensville, Tennessee.
Investors Land Partners II, LP owns partially developed land,
consisting of six adjoining parcels of real property, near
Nashville, Tennessee.

In court filings, the Debtors said their lenders have attempted to
foreclose against the Debtors' assets, and the Debtors have been
unable to reach agreements with their lenders that would allow the
Debtors to reorganize their debts in an orderly manner; thus, the
Debtors have little option except for the development of a joint
plan to reorganize operations and restructure debts for the
benefit of all creditors and parties in interest.

Travis Kent Barber, Esq., and Laura Day DelCotto, at DelCotto Law
Group, PLLC, represent the Debtor as counsel.


JAMES RIVER: Amends 24.6 Million Shares Resale Prospectus
---------------------------------------------------------
James River Coal Company has amended its registration statement
relating to the resale by Funds managed by Clutterbuck, Funds
managed by GLG, Funds managed by Columbia Management, et al.,
of up to 24,652,200 shares of the Company's common stock, $0.01
par value per share, issuable upon the conversion of an aggregate
principal amount of $123,261,000 of the Company's 10.00 percent
convertible senior notes due 2018.

The Notes are convertible into shares of the Company's common
stock at an initial conversion rate of 200 shares per $1,000 in
original principal amount of Notes, which is equal to an initial
conversion price of $5.00 per share upon the occurrence of certain
events specified in the indenture relating to the Notes.

The Company will not receive any proceeds from the sale of the
shares of common stock issuable upon conversion of the Notes.

The Company's common stock is listed on The Nasdaq National Market
under the symbol "JRCC."  On Aug. 7, 2013, the last sales price of
the Company's common stock as reported on the Nasdaq National
Market was $1.75 per share.

A copy of the amended registration statement is available at:

                        http://is.gd/8kc6KM

                         About James River

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

James River reported a net loss of $138.90 million in 2012,
as compared with a net loss of $39.08 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $1.16 billion in
total assets, $944.75 million in total liabilities and $215.26
million in total shareholders' equity.

                           *     *     *

In the May 24, 2013, edition of the TCR, Moody's Investors Service
downgraded James River Coal Company's Corporate Family Rating to
Caa2 from Caa1.

"While the company continues to take actions to reposition
operations and shore up its balance sheet, we expect external
factors will preclude James River from maintaining credit measures
and liquidity consistent with the Caa1 rating level," said Ben
Nelson, Moody's lead analyst for James River Coal Company.

As reported by the TCR on Nov. 19, 2012, Standard & Poor's Ratings
Services raised its corporate credit rating on Richmond, Va.-based
James River Coal Co. to 'CCC' from 'SD' (selective default).

"We raised our rating on James River Coal because we understand
that the company has stopped repurchasing its debt at deep
discounts, for the time being," said credit analyst Megan
Johnston.


JEANS.COM INC: Puerto Rico Judge Won't Reinstate Chapter 11 Case
----------------------------------------------------------------
Bankruptcy Judge Enrique S. Lamoutte in Puerto Rico denied the
"Urgent Motion for Reconsideration" filed by debtor Jeans.com
Inc., asking the court to reconsider the Order entered on June 17,
2013, dismissing its Chapter 11 case for the Debtor's failure to
file an amended disclosure statement.

A copy of the Court's July 23, 2013 Opinion and Order is available
at http://is.gd/4oxxEHfrom Leagle.com.

Jeans.com, Inc., filed for Chapter 11 bankruptcy (Bankr. D. P.R.
Case No. 12-01777) on March 9, 2012.  Fausto David Godreau Zayas,
Esq., at Latimer, Biaggi, Rachid & Godreau LLP, serves as the
Debtor's counsel.  Jeans.com scheduled assets of US$548,793 and
liabilities of US$5,023,601.  A list of the Company's
20 largest unsecured creditors is available for free at
http://bankrupt.com/misc/prb12-01777.pdf The petition was
signed by Michael J. Silva, president.


JEH COMPANY: Opposes Frost Bank's Bid for Chapter 7 Conversion
--------------------------------------------------------------
Creditor Frost Bank asks the Hon. Russell F. Nelms of the U.S.
Bankruptcy Court for the Northern District of Texas to convert the
Chapter 11 bankruptcy case of JEH Company, et al., to Chapter 7
or, alternatively, appoint a Chapter 11 trustee to actively pursue
a sale of the Debtors and oversee their operations.

The Debtors owe Frost substantial sums: JEHCO's default exceeds
$3.5 million; JEH Leasing's prepetition obligations exceed
$45,164.24 per month in lease payments; and JEH Stallion Station's
default exceeds $1.3MM.  Frost has a properly perfected floating
first position blanket lien over all of JEHCO's inventory and
accounts.  In addition, Frost is properly perfected in its
collateral of the other Debtors, which includes all equipment and
certain real property.

Linda S. LaRue, Esq., at Quilling, Selander, Lownds, Winslett &
Moser, P.C., the attorney for the Bank, claims that the bankruptcy
cases were filed to stay Frost's state court case against the
Debtors for loan and guaranty defaults that included an
application for a receiver.  "The Debtors have no DIP financing in
place.  It has become obvious upon review of the Debtors'
operations, accounts receivable and cash flow that reorganization
is not feasible.  There is no possibility that creditors will
receive more in this Chapter 11 proceeding than they would in a
Chapter 7 liquidation case," Ms. LaRue states.

On July 24, 2013, the Debtors filed a response to the Frost's
motion, saying that JEHCO and the related businesses were forced
into bankruptcy primarily because Frost sought the appointment of
a receiver to liquidate its assets which would have hastened the
recovery of Frost at the expense of other creditors.  Mark J.
Petrocchi, Esq., at Griffith, Jay & Michel, LLP, the counsel for
the Debtors, says that while the recovery might have occurred
faster, that rapid liquidation would likely have resulted in the
receipt of only distressed liquidation values.  "JEHCO is prepared
to and is willing to sell its operations and has had interest from
a number of parties and is currently allowing due diligence.  The
appointment of a trustee would likely add expense without adding
similar benefit," Mr. Petrocchi states.

The Debtors deny that the business could not be operated as a
going concern, saying that JEHCO has existed longer than the
average business and would be able to survive corrections if it
had sufficient working capital and the opportunity to operate
without the restrictions of an administrative proceeding.  JEHCO
suggests that the Frost's motion is inconsistent.  Frost requests
that JEHCO not be allowed to continue operations, but seeks the
appointment of a trustee for the purpose of selling the assets as
a going concern.  Frost has not alleged any specific facts
supporting a change of mismanagement, let alone gross
mismanagement by JEHCO.  JEHCO has stated a willingness to sell
operations and remains willing and attempting to sell the assets
in this proceeding.

The attorneys for Frost can be reached at:

         QUILLING, SELANDER, LOWNDS, WINSLETT & MOSER, P.C.
         Linda S. LaRue
         Michael J. Quilling
         2001 Bryan Street, Suite 1800
         Dallas, Texas 75201
         Tel: (214) 871-2100
         Fax: (214) 871-2111
         E-mail: llarue@qslwm.com
                 mquilling@qslmwm.com

                         About JEH Company

JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.
Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in
Ft. Worth, serves as counsel to the Debtors.

JEH Company was organized in 1982 by Jim and Marilyn Helzer.
According to http://www.jehroofingcompany.com/,JEHCO buys roofing
material directly from the manufacturer and sell it to
contractors, builders, and homeowners.  JEH Leasing owns and
leases equipment and vehicles primarily for use in the business of
JEHCO.  Stallion is in the quarter horse and thoroughbred horse
business.

In its schedules, JEH Company disclosed $13,606,753 in total
assets and $18,351,290 in total liabilities.

JEH Company's affiliates also filed their schedules, disclosing:

   Company                                 Assets   Liabilities
   -------                                 ------   -----------
   JEH Stallion Station, Inc.            $364,007    $3,982,012
   JEH Leasing Company, Inc.           $1,242,187      $155,216


JEH COMPANY: Frost Bank Wants Court to Reconsider Stay Ruling
-------------------------------------------------------------
Creditor Frost Bank asks the U.S. Bankruptcy Court for the
Northern District of Texas to reconsider the ruling on Wells
Fargo's motion or relief from the automatic stay against JEH
Company, et al., property or, alternatively, for adequate
protection.

On July 31, 2013, the Debtors filed a response to Frost Bank's
July 22 motion for reconsideration of the ruling, saying, "The
Debtors pray that the relief requested by Frost Bank be considered
by the Court and that appropriate relief be entered, including but
not limited to authority of the Debtors to use cash collateral to
make payment to Wells Fargo Bank and other creditors."

On June 21, 2013, Wells Fargo filed its motion for relief from the
automatic stay against property or, alternatively, for adequate
protection.  The motion was set for preliminary hearing on
July 17, 2013, at 9:30 a.m., the exact same time the 341 meetings
for the Debtors were being held in the nearby federal building.
According to Linda S. LaRue, Esq., at Quilling, Selander, Lownds,
Winslett & Moser, P.C., the attorney for Frost, neither Wells
Fargo nor the Debtors informed Frost that the Lift Stay hearing
would be heard instead at 10:30 a.m., so Frost counsel went to the
9:30 a.m. Lift Stay docket call and missed the beginning of the
Debtors' 341 meeting.  After Frost counsel arrived at the already
underway 341 meetings, counsel for Wells Fargo in attendance there
said that the Lift Stay Motion would be passed to final hearing.
Accordingly, Frost remained at the 341 meetings and did not appear
at the Lift Stay hearing.  Instead of passing the matter to final
hearing as represented, Wells Fargo and the Debtors proceeded with
the preliminary Lift Stay hearing.

"Based on Judge Lynn's ruling in the docket, the 'settlement' was
apparently for a single payment of $13,000 as adequate protection.
In addition, however, the Court granted Wells Fargo a super
priority claim in the event payment is not made.  Payment is
contingent on Frost's consent because the source of funds is
Frost's cash collateral and no order on JEH Leasing's cash
collateral motion has been entered," Ms. LaRue states.

Wells Fargo, says Ms. LaRue, did not plead for a super priority
claim.  The super priority claim as awarded prejudices Frost
because it primes Frost's secured claim.  Frost was without notice
of a potential super priority claim.

In a filing dated July 31, the Debtors admit that at this point,
the liens of Frost have not been challenged by the Debtors.  Mark
J. Petrocchi, Esq., at Griffith, Jay & Michel, LLP, the counsel
for the Debtors, says that the Debtors requested that Wells Fargo
move the preliminary hearing, but Wells Fargo refused to do so.
The motion to lift the stay was considered by Judge Lynn because
of the unavailability of the Court.  The Debtors also admit that
neither Wells Fargo nor the Debtors notified counsel for Frost
that an agreement had been reached to push the motion to lift stay
to the bottom of the 10:30 docket.

"It is the understanding of the Debtors the super priority claim
was not adjudicated to be owed from cash collateral, and that
other remedies including payment from Chapter 5 causes of action
might be available.  The Debtors believe that it would be
appropriate for the payments to be authorized as use from cash
collateral as the collateral has assisted in maintaining the value
of the collateral owed to Wells Fargo and maintaining the status
quo in the case," Mr. Petrocchi says.

                         About JEH Company

JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company,
Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case
Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013.
Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in
Ft. Worth, serves as counsel to the Debtors.

JEH Company was organized in 1982 by Jim and Marilyn Helzer.
According to http://www.jehroofingcompany.com/,JEHCO buys roofing
material directly from the manufacturer and sell it to
contractors, builders, and homeowners.  JEH Leasing owns and
leases equipment and vehicles primarily for use in the business of
JEHCO.  Stallion is in the quarter horse and thoroughbred horse
business.

In its schedules, JEH Company disclosed $13,606,753 in total
assets and $18,351,290 in total liabilities.

JEH Company's affiliates also filed their schedules, disclosing:

   Company                                 Assets   Liabilities
   -------                                 ------   -----------
   JEH Stallion Station, Inc.            $364,007    $3,982,012
   JEH Leasing Company, Inc.           $1,242,187      $155,216


JOURNAL REGISTER: Creditors Want Chapter 11 Case Dismissed
----------------------------------------------------------
Creditor Arthur Mercer asks the U.S. Bankruptcy Court for the
Southern District of New York to dismiss the Chapter 11 case of
Journal Register Company, et al., because the filing was made in
bad faith, saying that the petition was solely filed to gain
tactical litigation advantage in pending litigation against the
Debtors.

                     About Journal Register

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

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

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

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

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

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

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

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

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

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


K-V PHARMACEUTICAL: Glenview Capital Holds 3% of Class A Shares
---------------------------------------------------------------
In an amended Schedule 13D filing with the U.S. Securities and
Exchange Commission, Glenview Capital Management, LLC, and
Lawrence M. Robbins disclosed that as of Aug. 6, 2013, they
beneficially owned 1,618,080 shares of Class A common stock of
K-V Pharmaceutical Company representing 3.3 percent of the shares
outstanding.  A copy of the regulatory filing is available for
free at http://is.gd/orUs0f

                     About K-V Pharmaceutical

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

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

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

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

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


KNOWLEDGE UNIVERSE: S&P Raises Rating on $260MM Notes to 'CCC'
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'CCC' corporate
credit rating on U.S. early childhood education provider Knowledge
Universe Education LLC (KUE), and removed the ratings from
CreditWatch, where they were placed on July 12, 2013, with
positive implications.

At the same time, S&P revised its recovery ratings on the
company's $260 million 7.75% senior unsecured notes due 2015 to
'4', indicating its expectation for average (30% to 50%) recovery
for lenders in the event of a payment default, from '5' (10% to
30% recovery expectation).  S&P subsequently raised its issue-
level rating on this debt to 'CCC' from 'CCC-'.  The recovery
rating revision reflects S&P's expectation for slightly better
recovery prospects, given the recent change in its valuation
methodology to a going concern basis rather than the discrete
asset approach.

In addition, S&P withdrew its 'B-' issue-level rating on the
company's proposed $267 million term loan due 2019 and a
$75 million revolving credit facility due 2018, as the company is
no longer marketing this transaction.

"Our rating action reflects the company's need to successfully
execute a debt refinancing prior to the June 2014 revolver and
February 2015 senior notes maturities," said Standard & Poor's
credit analyst Hal Diamond.

"We think that the company likely needs to significantly improve
operating performance to accommodate a refinancing of its 2015
senior notes maturity."

Standard & Poor's Ratings Services' rating on Portland, Ore.-based
Knowledge Universe Education LLC (KUE) reflects the company's
"weak" liquidity position, including negative discretionary cash
flow and expected narrowing headroom with tightening financial
covenants, which together underpin S&P's financial risk profile
assessment of "highly leveraged."   S&P considers the company's
business risk profile "vulnerable" because of the sensitivity of
capacity utilization rates to high unemployment, its low EBITDA
margin relative to peers as a result of low capacity utilization,
and a large number of money-losing centers.  Also, slightly less
than 25% of revenues are derived from state and federal subsidized
programs, which are vulnerable to budget constraints.  S&P assess
the company's management and governance as "fair."  S&P expects
KUE to continue to underperform some of its U.S. peers, and
maintain a lower EBITDA margin.

KUE is a midsize company, and the largest provider of early
childhood education and child care in the U.S.  Its share of the
childcare market is small, at about 3%, nearly twice as large as
the next largest competitor.  It has a broad geographical network,
though the industry is highly fragmented, mature, and cyclical.
S&P believes these dynamics will result in the company reporting
highly variable revenues and even greater volatility in EBITDA
over the course of the economic cycle.  The company also has a
small presence (about 6% of its centers) in less volatile
workplace-based childcare, though the related investments required
to expand this business are depressing cash flow.  Overall revenue
visibility is limited, as retail clients pay tuition one week in
advance, without any commitment.  S&P sees the risk that a
reversal of the current trend of declining U.S. unemployment,
which S&P do not expect, together with the fixed-cost structure of
the business, could undermine revenue and earnings.


LEVEL 3 FINANCING: Fitch Rates $596MM Secured Term Loan 'BB'
------------------------------------------------------------
Fitch Ratings has assigned a 'BB/RR1' rating to Level 3 Financing,
Inc.'s $596 million senior secured tranche B 2020 term loan
facility due January 2020. Level 3 Financing is a wholly owned
subsidiary of Level 3 Communications, Inc. (LVLT). The Issuer
Default Rating (IDR) for both LVLT and Level 3 Financing is 'B'
with a Positive Rating Outlook. LVLT had approximately $8.5
billion of debt outstanding on June 30, 2013.

Proceeds of the new term loan are expected to be used to refinance
the company's existing equivalent sized tranche B 2016 term loan
facility due February 2016. The terms of the new credit facility,
including the security and guaranty structure are expected to be
substantially similar to the existing Tranche B 2016 term loan.
Outside of the extended maturity date and an expected reduction of
interest expense related to this transaction, LVLT's credit
profile has not substantially changed.

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

Key Rating Drivers

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

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

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

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

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

Rating Sensitivities

What Could Trigger a Positive Rating Action:

-- Consolidated leverage reduces to 5.5x or lower;

-- Consistent generation of positive free cash flow;

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

What Could Trigger a Negative Rating Action:

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

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


LEVEL 3 FINANCING: Moody's Rates New $596MM Sr. Secured Loan Ba3
----------------------------------------------------------------
Moody's Investors Service rated Level 3 Financing, Inc.'s new $596
million senior secured term loan Ba3. Financing is a wholly-owned
subsidiary of Level 3 Communications, Inc., the guarantor of the
facilities. Level 3's corporate family and probability of default
ratings remain unchanged at B3, B3-PD and its speculative grade
liquidity rating remains unchanged at SGL-1 (very good liquidity).
In addition, the ratings outlook remains stable.

Since the new credit facility replaces a same-sized facility with
substantially similar terms and conditions while the maturity is
extended to 15 January 2020, there are no ratings implications as
the company's debt level and its waterfall of liabilities remain
unchanged. Accordingly, the new facility is rated at the same Ba3
level as the facility it replaces.

The following summarizes this rating action as well as Level 3's
ratings:

Assignments:

Issuer: Level 3 Financing, Inc.

  Senior Secured Bank Credit Facility, Ba3 (LGD2, 10%)

Issuer: Level 3 Communications, Inc.

  Corporate Family Rating, unchanged at B3

  Probability of Default Rating, unchanged at B3-PD

  Speculative Grade Liquidity Rating, unchanged at SGL-1

  Outlook, unchanged at Stable

  Senior Unsecured Bond/Debenture, unchanged at Caa2 (LGD6, 92%)

Issuer: Level 3 Financing, Inc.

  Senior Secured Bank Credit Facility, unchanged at Ba3 (LGD2,
  10%)

  Senior Unsecured Regular Bond/Debenture (including debts issued
  by Level 3 Escrow, Inc. that have been assumed by Level 3
  Financing, Inc.), unchanged at B3 (LGD4, 58%)

Ratings Rationale:

Level 3's B3 CFR is based on the company's limited ability to
generate free cash flow over the next 12-to-18 months and the lack
of visibility with respect to current and future activity levels.
Level 3 has a reasonable business proposition as a facilities-
based provider of optical, Internet protocol telecommunications
infrastructure and services, however, owing to excess long-haul
transport capacity, margins are relatively weak. Moody's does not
expect supply and demand balance to change and therefore expect
stable margins going forward. With no quantity or price metrics
disclosed by the company or its competitors, visibility of current
and future activity is very limited, a credit negative. The rating
is also based on the expectation that there is sufficient
liquidity to continue to fund investments in synergy-related
initiatives, and that the company's improving credit profile
facilitates repayment and/or roll-over of 2015 and 2016 debt
maturities.

Rating Outlook

The stable ratings outlook is premised on the expectation the
Level 3 will be modestly cash flow positive (on a sustained
basis).

What Could Change the Rating - Up

In the event that Debt/EBITDA declines towards 5.0x and (RCF-
CapEx)/Debt advances beyond 5% (in both cases, inclusive of
Moody's adjustments and on a sustainable basis), positive ratings
actions may be warranted.

What Could Change the Rating - Down

Whether the result of execution mis-steps or adverse industry
conditions, should it appear that the company is not cash flow
self-sufficient, or in the event of significant debt-financed
acquisition activity, negative ratings activity may be considered.

The principal methodology used in this rating was the Global
Communications Infrastructure Rating 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.


LEVEL 3 FINANCING: S&P Assigns 'BB-' Rating to $595.5MM Loan
------------------------------------------------------------
Standard & Poor's Ratings Services assigned Level 3 Financing
Inc.'s proposed $595.5 million tranche B secured term loan due
2020 an issue-level rating of 'BB-', with a recovery rating of
'1', indicating S&P's expectation for very high (90% to 100%)
recovery of principal in the event of a default.

The company will use proceeds to refinance its existing
$595.5 million tranche B term loan due 2016.  The 'B' corporate
credit rating on parent Level 3 Communications Inc. is unchanged
as the modest reduction in interest expense anticipated from this
refinancing would not materially change Level 3 Communications'
consolidated financial metrics.  The rating outlook is stable.

Broomfield, Co.-based Level 3 Communications, a global
telecommunications provider, reported approximately $8.5 billion
of outstanding debt at June 30, 2013.

RATINGS LIST

Level 3 Communications Inc.
Corporate Credit Rating                           B/Stable/--

Ratings Assigned

Level 3 Financing Inc.
$595.5 mil. secured term loan B due 1/15/2020     BB-
  Recovery Rating                                  1


LIQUIDMETAL TECHNOLOGIES: President Sells 400,000 Shares
--------------------------------------------------------
Thomas Steipp, the president and chief executive officer of
Liquidmetal Technologies, Inc., sold an aggregate of 400,000
shares of the common stock of the Company on Aug. 5, 2013,
pursuant to a trading plan that Mr. Steipp previously adopted
under SEC Rule 10b5-1 under the Securities Exchange Act of 1934,
as amended.

Mr. Steipp adopted the Trading Plan on March 22, 2013, for the
purpose of providing him with funds to satisfy certain tax
liabilities as a result of the vesting on Aug. 3, 2013, of
1,200,000 shares of Company restricted common stock held by Mr.
Steipp.  The restricted shares were granted to Mr. Steipp in 2010
under a previously disclosed Restricted Stock Award Agreement,
dated Aug. 3, 2010, between Mr. Steipp and the Company.  The
Trading Plan also provides for the future sale of 400,000 shares
of Company common stock scheduled for Aug. 4, 2014.  No other
sales are provided for in the Trading Plan, and as of Aug. 7,
2013, Mr. Steipp continues to have beneficial ownership of
7,210,893 shares of Company common stock.

                  About Liquidmetal Technologies

Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies,
Inc., and its subsidiaries are in the business of developing,
manufacturing, and marketing products made from amorphous alloys.
Liquidmetal Technologies markets and sells Liquidmetal(R) alloy
industrial coatings and also manufactures, markets and sells
products and components from bulk Liquidmetal alloys that can be
incorporated into the finished goods of its customers across a
variety of industries.  The Company also partners with third-
party licensees and distributors to develop and commercialize
Liquidmetal alloy products.

Liquidmetal incurred a net loss of $14.02 in 2012, as compared
with net income of $6.15 million in 2011.  The Company's balance
sheet at March 31, 2013, showed $7.31 million in total assets,
$7.57 million in total liabilities and a $258,000 total
shareholders' deficit.

SingerLewak LLP, in Los Angeles, California, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has suffered recurring losses from operations and
has an accumulated deficit, which raises substantial doubt about
the Company's ability to continue as a going concern.


LLS AMERICA: C$601,500 Judgment Against Tamana Recommended
----------------------------------------------------------
In the lawsuit, BRUCE P. KRIEGMAN, solely in his capacity as
court-appointed Chapter 11 Trustee for LLS America, LLC,
Plaintiff, v. TAMANA HOLDINGS, INC., Defendant, US District Case
No. 12-CV-426-RMP, Adv. Proc. No. 11-80111-PCW (Bankr. E.D.
Wash.), Bankruptcy Judge Patricia C. Williams recommends that the
plaintiff's Motion for Default Judgment be granted.  Specifically,
Judge Williams said the LLS America trustee will have a judgment
against Tamana Holdings as follows:

     1. Monetary Judgment in the amount of C$601,562.51;

     2. Transfers in the amount of C$541,312.51 made to the
        Defendant within four years prior to the Petition Filing
        Date are avoided;

     3. Transfers in the amount of C$60,250.00 made to the
        Defendant more than four years prior to the Petition
        Filing Date should be avoided;

     4. All transfers to Tamana Holdings are set aside and
        the Plaintiff will be entitled to recover the transfers
        from Tamana Holdings for the benefit of the estate of
        LLS America;

     5. All proofs of claim of the Defendant against the Debtor's
        estate are disallowed and subordinated to the monetary
        judgment, and Tamana Holdings is not entitled to collect
        on its proof of claim (Claim No. 748-1) until the monetary
        judgment is satisfied by Tamana Holdings in full;

     6. A constructive trust is established over the proceeds of
        all transfers in favor of the Trustee for the benefit of
        the estate of LLS America; and

     7. The Plaintiff is awarded costs (i.e. filing fee) in the
        amount of US$250.00, for a total judgment of C$601,562.51,
        plus US$250, which will bear interest equal to the weekly
        average of one-year constant maturity (nominal) treasury
        yield as published by the Federal Reserve System.

A copy of Judge Williams' July 23, 2013 Report and Recommendation
is available at http://is.gd/GeWZBvfrom Leagle.com.

                     About Little Loan Shoppe

LLS America LLC, doing business as Little Loan Shoppe, operated an
online payday loan business.  Affiliate Team Spirit America
provided the manpower, management and equipment for Little Loan
Shoppe.  The companies are among a multitude of Canadian and
American business entities owned and operated by Doris E. Nelson,
a/k/a Dee Nelson, a/k/a Dee Foster.  Investors claimed Ms. Nelson
operated a Ponzi scheme.  Ms. Nelson allegedly told investors they
could earn as much as 60% on money her companies used to make
payday loans to consumers.  American and Canadian investors bought
notes worth US$29 million and another C$26,000,000.  However, the
investors received no payments after March 2009.

One investor group placed a related company, LLS-A LLC, into
bankruptcy in July 10, 2009.

LLS America LLC filed for bankruptcy (Bankr. D. Nev. Case No.
09-23021) on July 21, 2009, before Judge Linda B. Riegle.  Gregory
E. Garman, Esq., at Gordon Silver, served as the Debtor's counsel.
In its petition, the Debtor disclosed $2,661,584 in assets and
$24,013,837 in debts.  The petition was signed by Ralph Gamble,
CEO of the Company.

The case was subsequently moved to Washington state (Bankr. E.D.
Wash. Case No. 09-06194).  Charles Hall was appointed as examiner
in the case.


MACKINAW POWER: S&P Lowers Sr. Secured Term Loan Rating to 'B+'
---------------------------------------------------------------
Standard & Poor's Rating Services lowered its rating on Mackinaw
Power Holdings LLC's senior secured term loan to 'B+' from 'BB-'.

"The rating action reflects our view of the credit of its parent,
Southeast PowerGen (NR), given the lack of separation between
Mackinaw Power Holdings LLC and Southeast PowerGen," said Standard
& Poor's credit analyst Jatinder Mall.  "The leverage at the
parent is high and increased further with the acquisition of a
power plant in late 2012," added Mr. Mall.

The recovery rating on the term loan remains at '1', indicating
very high (90% to 100%) recovery of principal if a payment default
occurs.  The outlook is stable.

While S&P do not rate Southeast PowerGen, S&P views its credit
profile as weak because it has substantial debt excluding the debt
at Mackinaw Power LLC, which is a ring-fenced entity, and has very
limited asset diversity.  In 2012, debt at SEPG increased when it
acquired the Mid Georgia power plant.  Furthermore, S&P is
uncertain as to Southeast PowerGen's financial policies and
whether debt levels will increase further at the parent level in
the future.

Financial performance at Holdings is robust, with interest
coverage of 3.6x as of April 30, 2013.  In 2012, Mackinaw Power
made distributions of $13 million.  As a result, Holdings repaid
$5 million on its term loan, reducing its leverage to
$119 million, compared with the $136 million expected at the end
of 2012 under the original pro forma projections.  Through
April 30, 2013, Mackinaw Power has made distributions of
$11.6 million.  From these distributions, Holdings repaid an
additional $5 million on its term loan, reducing its leverage
further to $114 million.

S&P forecasts that the coverage ratio at Mackinaw Power in 2013
and 2014 will be about 1.20x, low for its 'BBB-' rating and close
to the distribution hurdle (annual: 1.2x; quarterly: 1.15x),
because of elevated major maintenance funding and debt service
requirements.  When calculating the coverage ratio, S&P deducts
subordinate management fees, which are not included in the
calculation of the distribution test.  Excluding subordinate
management fees, S&P expects the coverage ratio to be about four
basis points above its calculation, which provides a modest
cushion for the distribution hurdle.  As such, S&P expects that
Mackinaw Power will be able to make distributions to Holdings;
however, any operational issues could impact Mackinaw Power's
ability to make distributions and, eventually, Holdings' ability
to make its debt service payments.


MCD PLUMBING: Fails in Bid to Reject CBA With Local Union No. 22
----------------------------------------------------------------
Bankruptcy Judge Carl L. Bucki denied the request of MCD Plumbing,
Inc., to reject a collective bargaining agreement between Local
Union No. 22 of the United Association of Journeymen and
Apprentices of the Plumbing and Steam Fitting Industry of the
United States and Canada and the Western New York Association of
Plumbing and Mechanical Contractors, Inc.  The Court said the
debtor fails to satisfy two of the pre-requisites that 11 U.S.C.
Sec. 1113(c) imposes as conditions for rejection of a collective
bargaining agreement.

MCD Plumbing, Inc., has operated as a plumbing contractor since
2006. In that year, it joined the Western New York Association of
Plumbing and Mechanical Contractors, Inc.  As a member of this
Association, MCD then became a signatory to a collective
bargaining agreement that the Association had negotiated on behalf
of all of its members with Local Union No. 22 of the United
Association of Journeymen and Apprentices of the Plumbing and
Steam Fitting Industry of the United States and Canada (Local
Union #22). Pursuant to the collective bargaining agreement, all
members of the Association agreed to employ union members at a
uniform wage and benefit scale. The collective bargaining
agreement contemplated that Association members would contact the
union's "hiring hall" whenever they had need for additional trade
workers. Subject to a limited right of the employer to designate a
preferred employee, Local Union #22 would then refer qualified
union members for hire.

A copy of the Court's July 23, 2013 Decision and Order is
available at http://is.gd/Q3YANLfrom Leagle.com.

Catherine Creighton, Esq. -- ccreighton@cpjglaborlaw.com -- at
Creighton, Johnsen & Giroux, argues for The United Association of
Journeymen and Apprentices of the Plumbing and Pipefitting
Industry of the United States and Canada, Local Union #22.

Jeffrey F. Reina, Esq. -- jreina@lglaw.com -- at Lipsitz Green
Scime Cambria LLP, represents U.A. Plumbers and Steamfitters Local
22 Health Fund, U.A. Plumbers and Steamfitters Local 22 Pension
Funds, U.A. Plumbers and Steamfitters Local 22 Apprenticeship
Fund, and U.A. Plumbers and Steamfitters Local 22 Annuity Fund.

MCD Plumbing, Inc., filed for Chapter 11 bankruptcy (Bankr.
W.D.N.Y. Case No. 12-11759) on June 1, 2012, listing under
$1 million in both assets and debts.  A copy of the petition is
available at http://bankrupt.com/misc/nywb12-11759.pdf Arthur G.
Baumeister, Jr., Esq. -- abaumeister@amigonesanchez.com -- at
Amigone, Sanchez, Mattrey & Marshall LLP, serves as the Debtor's
counsel.


MERCY MEDICAL: Fitch Affirms 'BB+' Revenue Bonds Rating
-------------------------------------------------------
Fitch Ratings has affirmed the 'BB+' rating on approximately $73.1
million Cuyahoga County hospital facilities revenue bonds, series
2000 (UHHS/CSAHS - Cuyahoga, Inc. and CSAHS/UHHS - Canton, Inc.
Projects).

The Rating Outlook is revised to Stable from Negative.

Security

The bonds are secured by a pledge of the gross revenues of the
Mercy Medical Center (MMC; formerly known as UHHS/CSAHS -
Cuyahoga, Inc.) obligated group, a first lien mortgage of hospital
property and a debt service reserve fund.

Key Rating Drivers

SUPPORT FROM SPONSOR: Sisters of Charity of Health System (SCHS)
is the sole corporate member of MMC. Although SCHS does not
guarantee and is not obligated to pay debt service on MMC's
obligations, Fitch views the close relationship with and financial
strength of SCHS as a key credit factor in support of the rating.
At Dec. 31, 2012, SCHS had $418.6 million of unrestricted cash and
investments which equates to 202 days of cash on hand and 194%
cash to long-term debt (including MMC's series 2000 bonds).

INTERIM OPERATING IMPROVEMENT: While Fitch remains concerned by
MMC's sizable operating losses in fiscal 2012, interim performance
through the six months ended June 30 2013 indicates that certain
cost control initiatives are finally taking hold.

WEAK DEBT SERVICE COVERAGE: MMC's light profitability results in
weak debt service coverage. As per the master trust indenture, MMC
generated debt service coverage on its series 2000 bonds of 1.4
times (x) in both 2011 and 2012. However, as calculated by Fitch,
MMC generated coverage of maximum annual debt service (bonded debt
plus capitalized leases) on a consolidated basis of 0.6x and 0.7x
in 2011 and 2012, respectively.

LIGHT LIQUIDITY METRICS: At June 30, 2013, MMC's $58.4 million of
unrestricted cash and investments equated to 80.7 days cash on
hand, a 5.2x cushion ratio and 61.0% cash to debt.

Rating Sensitivities

INABILITY TO IMPROVE OPERATING PROFITABILITY: Management has
identified several revenue enhancement strategies and various cost
savings items that are intended to improve operating
profitability. Fitch expects to see improved performance in 2013
with the full realization of performance improvement initiatives
in 2014. An inability to improve operations could pressure the
rating.

Credit Profile

Mercy Medical Center, located in Canton, Ohio, is a teaching
hospital with 473 licensed beds, of which 337 are staffed. Total
operating revenues were $275.1 million in fiscal 2012.

SUPPORT OF SPONSOR
Sisters of Charity Health System (SCHS) is the sole corporate
member of MMC and MMC is included in SCHS's consolidated financial
statements. Although SCHS is not legally obligated on MMC's bonds,
Fitch views the close relationship to SCHS and the financial
strength of SCHS as a key credit strength in support of the
rating. SCHS has been deeply involved in hospital operations and
has expanded the support services that it provides to MMC. In
2012, MMC paid approximately $8.2 million to SCHS for various
support services including information technology, billing,
executive compensation, contracting, treasury services and supply
chain management. In fiscal 2010, SCHS waived a $4.5 million
member assessment. At Dec. 31, 2012, SCHS had $418.6 million of
unrestricted cash and investments which equated to 202 days of
cash on hand and 194% cash to long-term debt (including MMC's
series 2000 bonds).

INTERIM OPERATING IMPROVEMENT

Despite posting a $16.2 million loss from operations in 2012
(-5.9% operating margin), Fitch believes MMC's operating
improvement initiatives are finally beginning to take hold.
Through the six month interim period ended June 30th, MMC has
generated operating income of $743,000 (0.5% operating margin) on
total revenues of $140.4 million compared to a $6.3 million
operating loss (-4.6% operating margin) in the prior year period.
Fitch notes that the interim 2013 results include a $5.4 million
benefit from the Aultman settlement. Excluding the benefit of the
settlement, MMC would have posted a $4.7 million loss from
operations (-3.4% operating margin); still improved over the year
earlier period. Management has identified roughly $11-$20 million
of annual cost/ expense savings through revenue cycle and clinical
redesign initiatives, of which, approximately $5 million has been
implemented. The full benefit of the operational improvement plan
is expected to be realized in fiscal 2014.

Weak Debt Service Coverage

MMC's poor profitability and elevated debt burden result in weak
debt service coverage. As calculated under the master trust
indenture, MMC produced coverage of the $7.75 maximum annual debt
service on the series 2000 bonds of 1.4x in both 2011 and 2012.
However, adding capital leases to the series 2000 MADS raises
total MADS to $11.25 million. On a consolidated basis (which
includes Mercy Professional Care, a for profit physician practice
group) MMC generated 0.6x and 0.7x coverage in 2011 and 2012,
respectively.

Weak Liquidity

At June 30, 2013, MMC reported a total of $58.4 million of
unrestricted cash and investments, which includes the benefit a
$12.7 million settlement payment received in June from a lawsuit
filed against its main competitor, Aultman Hospital. At June 30th,
MMC's unrestricted liquidity equated to 80.7 days cash on hand, a
5.2x cushion(based on MADS of $11.2 million) ratio and 61.0% cash
to debt. Fitch notes that MMC's position of unrestricted cash and
investments has declined each year since 2009 from $89.4 million
at Dec 31, 2009 to $54.3 million at Dec 31, 2012. Without the
settlement funds, MMC's unrestricted cash and investment position
would have further declined to $45.6 million. The erosion in
liquidity reflects, in part, the impact of funding various capital
projects including a $14.5 million emergency room expansion from
the balance sheet due to MMC's weak profitability.

Disclosure

MMC covenants to provide annual disclosure within 120 days of each
fiscal year end, and quarterly disclosure within 45 days of
quarter end through the Municipal Securities Rulemaking Board's
EMMA system.


MGM RESORTS: Incurs $92.9 Million Net Loss in Second Quarter
------------------------------------------------------------
MGM Resorts International filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss attributable to the Company of $92.95 million on $2.48
billion of revenues for the three months ended June 30, 2013, as
compared with a net loss attributable to the Company of $145.45
million on $2.32 billion of revenues for the same period during
the prior year.

For the six months ended June 30, 2013, the Company incurred a net
loss attributable to the Company of $86.41 million on $4.83
billion of revenues, as compared with a net loss attributable to
the Company of $362.70 million on $4.61 billion of revenues for
the same period a year ago.

The Company reported a net loss of $1.61 billion in 2012 as
compared with net income of $3.23 billion in 2012.

The Company reported net income of $3.23 billion in 2011 as
compared with a net loss of $1.43 billion in 2010.

As of June 30, 2013, the Company had $25.72 billion in total
assets, $17.86 billio n in total liabilities and $7.85 billion in
total stockholders' equity.

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

                        http://is.gd/AYRFoq

                         About MGM Resorts

MGM Resorts International (NYSE: MGM) --
http://www.mgmresorts.com/-- has significant holdings in gaming,
hospitality and entertainment, owns and operates 15 properties
located in Nevada, Mississippi and Michigan, and has 50 percent
investments in four other properties in Nevada, Illinois and
Macau.

                         Bankruptcy Warning

The agreements governing the Company's senior credit facility and
other senior indebtedness contain restrictions and limitations
that could significantly affect its ability to operate its
business, as well as significantly affect its liquidity, and
therefore could adversely affect the Company's results of
operations.

"Our ability to comply with these provisions may be affected by
events beyond our control.  The breach of any such covenants or
obligations not otherwise waived or cured could result in a
default under the applicable debt obligations and could trigger
acceleration of those obligations, which in turn could trigger
cross defaults under other agreements governing our long-term
indebtedness.  Any default under our senior credit facility or the
indentures governing our other debt could adversely affect our
growth, our financial condition, our results of operations and our
ability to make payments on our debt, and could force us to seek
protection under the bankruptcy laws," the Company said in its
annual report for the period ended Dec. 31, 2012.

                           *     *     *

As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on MGM Resorts
International to 'B-' from 'CCC+'.   In March 2012, S&P revised
the outlook to positive from stable.

"The revision of our rating outlook to positive reflects strong
performance in 2011 and our expectation that MGM will continue to
benefit from the improving performance trends on the Las Vegas
Strip," S&P said.

In March 2012, Moody's Investors Service affirmed its B2 corporate
family rating and probability of default rating.  The affirmation
of MGM's B2 Corporate Family Rating reflects Moody's view that
positive lodging trends in Las Vegas will continue through 2012
which will help improve MGM's leverage and coverage metrics,
albeit modestly. Additionally, the company's declaration of a $400
million dividend ($204 million to MGM) from its 51% owned Macau
joint venture due to be paid shortly will also improve the
company's liquidity profile. The ratings also consider MGM's
recent bank amendment that resulted in about 50% of its
$3.5 billion senior credit facility being extended one year from
2014 to 2015.

As reported by the TCR on Oct. 15, 2012, Fitch Ratings has
affirmed MGM Resorts International's (MGM) Issuer Default Rating
(IDR) at 'B-' and MGM Grand Paradise, S.A.'s (MGM Grand Paradise)
IDR at 'B+'.


MI PUEBLO: May Hire Binder & Malter as Gen. Reorganization Counsel
------------------------------------------------------------------
Mi Pueblo San Jose, Inc., sought and obtained permission from the
Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California to employ Binder & Malter, LLP, as
general reorganization counsel.

The legal services to be provided by Binder are limited to
representation of the Debtor as counsel in a Chapter 11 case to be
filed on the Debtor's behalf, and all advice and representation
related thereto, including preparation of bankruptcy schedules,
statement of affairs, appearing at the first meeting of creditors,
preparation of proposed Chapter 11 plan and disclosure statement,
preparation of necessary motions and responding to pleadings as
may be filed by creditors and parties in interest in the Chapter
11 case.

Binder will be paid at these hourly rates:

      Heinz Binder             $525
      Michael W. Malter        $525
      Robert G. Harris         $450
      Julie H. Rome-Banks      $450
      David B. Rao             $425
      Wendy W. Smith           $425
      Roya Shakoori            $395
      Ryan M. Penhallegon      $375
      Kristina A. Parson       $325
      Christian P. Binder      $225
      Paralegals & Law Clerks  $225

The Debtor will deposit with Binder a retainer in the sum of
$277,000 which includes the Chapter 11 filing fee of $1,213 for a
total of $275,787.

Heinz Binder, a senior partner with Binder, attests to the Court
that Binder does not hold or represent an interest adverse to the
Debtor and is a "disinterested person" as that term is defined in
U.S.C. Sec. 101(14).

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No. 13-53893) in San Jose, California on July 22, 2013.


MI PUEBLO: Has Nod to Hire Wm. Thomas Lewis as Special Counsel
--------------------------------------------------------------
Mi Pueblo San Jose, Inc., sought and obtained permission from the
Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the
Northern District of California to employ the Law Offices of Wm.
Thomas Lewis, sometimes doing business as Robertson & Lewis, as
special counsel.

The Special Counsel will, among other things:

      a. review and negotiate and prepare various real estate
         leases and purchase agreements;

      b. review, negotiate and prepare documents related to loans
         and extensions of credit;

      c. review, negotiate and prepare various documents related
         to various commercial transactions;

      d. provide advice and representation in the defense of
         various litigation matters asserted by third parties; and

      e. provide advice, and representation regarding the
         initiation and prosecution of various litigation matters
         against third parties (including but not limited to, that
         certain pending civil matter of NUCP Turlock v. Mi Pueblo
         San Jose, Inc., Santa Clara County Superior Court Case
         No. 1-11-CV-210469).

The Special Counsel will be paid at these hourly rates:

         Wm. Thomas Lewis          $420
         William L. Zillman        $420
         Paralegal                 $160

To the best of the the Debtor's knowledge, the Special Counsel
does not hold or represent an interest adverse to the Debtor and
is a "disinterested person" as that term is defined in U.S.C. Sec.
101(14).

Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No. 13-53893) in San Jose, California on July 22, 2013.
Heinz Binder, Esq., and Robert G. Harris, Esq., at Law Offices of
Binder and Malter, in Santa Clara, California, serve as counsel.


MOMENTIVE PERFORMANCE: Posts Net Loss of $70MM in Second Qtr. 2013
------------------------------------------------------------------
Momentive Performance Materials Inc. on Aug. 13 reported results
for the second quarter ended June 30, 2013.  Results for the
second quarter of 2013 include:

-- Net sales of $610 million compared to $627 million in the prior
year period.

-- Operating income of $10 million versus operating loss of $(24)
million in the prior year period.  Second quarter 2013 operating
income improved versus second quarter 2012 due to improved gross
margins, a $19 million decrease in selling, general and
administrative expenses, and a $11 million decrease in
restructuring and other costs.

-- Net loss of $(70) million compared to a net loss of $(88)
million in the prior year period, which reflected the improved
operating income partially offset by a $15 million increase in
interest costs.

-- Segment EBITDA of $63 million compared to $65 million in the
prior year period.  Segment EBITDA is a non-GAAP financial measure
and is defined and reconciled to net loss later in this release.

"Our results continue to reflect the slower-growth environment and
global economic volatility we continue to experience," said Craig
O. Morrison, Chairman, President and CEO.  "Second quarter 2013
Segment EBITDA also reflected $6 million in unplanned
manufacturing issues.  Second quarter 2013 silicones Segment
EBITDA totaled $63 million compared to $59 million in the prior
year period, a 7 percent increase, reflecting pricing actions, mix
shift and our cost reduction initiatives.  In addition, although
our quartz business continued to reflect softer demand due to
cyclicality in the second quarter of 2013, we remain the global
leader in this attractive product line.

"We also continue to aggressively focus on our cost reduction
initiatives and anticipate fully realizing $15 million of total
pro forma savings that are remaining from the Shared Services
Agreement and the incremental restructuring actions over the next
15 months.  The second quarter of 2013 also saw us continue our
strategic global growth initiatives, including expansions at our
Leverkusen, Germany, site and our technology center in Seoul,
Korea, which will strengthen our long term market position in
electronics.

"Looking ahead, we are taking all necessary actions to drive
improvement in our results during the second half of 2013.  We are
projecting that our silicones and quartz businesses will continue
to gradually recover in the second half of 2013."

Refinancing Activities

In April 2013, the Company entered into two new secured revolving
credit facilities: a $270 million asset-based revolving loan
facility, which is subject to a borrowing base, and a $75 million
revolving credit facility, which supplements the ABL Facility and
is available subject to a utilization test based on borrowing
availability under the ABL Facility.  The ABL Facility and Cash
Flow Facility replaced the Company's prior senior secured credit
facility.

Liquidity and Capital Resources

At June 30, 2013, the Company had approximately $3.1 billion of
long-term debt unchanged from December 31, 2012.  In addition, at
June 30, 2013, the Company had $324 million in liquidity,
including $118 million of unrestricted cash and cash equivalents
(of which $104 million is maintained in foreign jurisdictions) and
$206 million of borrowings available under its secured revolving
credit facilities (without triggering the financial maintenance
covenant under the ABL Facility).

On June 30, 2013, the Company was in compliance with all covenants
under the credit agreements governing its secured revolving credit
facilities and under the indentures governing the notes.  Based on
the Company's current assessment of its operating plan and the
general economic outlook, the Company believes that its cash flow
from operations and available cash and cash equivalents, including
available borrowings under its new secured revolving credit
facilities, will be adequate to meet its liquidity needs for at
least the next twelve months.

Covenants under our Secured Credit Facilities and the Notes

The instruments that govern the Company's indebtedness contain,
among other provisions, restrictive covenants (and incurrence
tests in certain cases) regarding indebtedness, dividends and
distributions, mergers and acquisitions, asset sales, affiliate
transactions, capital expenditures and the maintenance of certain
financial ratios (depending on certain conditions).  Payment of
borrowings under the Company's secured revolving credit facilities
and notes may be accelerated if there is an event of default as
determined under the governing debt instrument.  Events of default
under the credit agreements governing the secured revolving credit
facilities include the failure to pay principal and interest when
due, a material breach of a representation or warranty, most
covenant defaults, events of bankruptcy and a change of control.
Events of default under the indentures governing the notes include
the failure to pay principal and interest, a failure to comply
with covenants, subject to a 30-day grace period in certain
instances, and certain events of bankruptcy.

The ABL Facility does not have any financial maintenance covenants
other than a minimum fixed charge coverage ratio of 1.0 to 1.0
that would only apply if the Company's availability under the ABL
Facility at any time is less than the greater of (a) 12.5% of the
lesser of the borrowing base and the total ABL Facility
commitments at such time and (b) $27 million.  The fixed charge
coverage ratio under the credit agreement governing the ABL
Facility is generally defined as the ratio of (a) Adjusted EBITDA
minus non-financed capital expenditures and cash taxes to (b) debt
service plus cash interest expense plus certain restricted
payments, each measured on a LTM basis.  The Company does not
currently meet such minimum ratio, and therefore the Company does
not expect to allow availability under the ABL Facility to fall
below such levels.

In addition, the financial maintenance covenant in the credit
agreement governing the Cash Flow Facility provides that beginning
in the third quarter of 2014, the first full quarter following the
one year anniversary of our entry into the Cash Flow Facility, at
any time that loans are outstanding under the facility, the
Company will be required to maintain a specified net first-lien
indebtedness to Adjusted EBITDA ratio, referred to as the "Senior
Secured Leverage Ratio."  Specifically, the ratio of our "Total
Senior Secured Net Debt" (as defined in the credit agreement) to
trailing twelve-month Adjusted EBITDA (as adjusted per the credit
agreement) may not exceed 5.25 to 1 as of the last day of the
applicable quarter (beginning with the last day of the third
quarter of 2014).  Although the Company was not required to meet
such ratio requirement, as of June 30, 2013, the Company had a
Senior Secured Leverage Ratio of 4.39 to 1 under the Cash Flow
Facility.

In addition to the financial maintenance covenants described
above, the Company is also subject to certain incurrence tests
under the credit agreements governing the secured revolving credit
facilities and the indentures governing the notes that restrict
the Company's ability to take certain actions if the Company is
unable to meet specified ratios.  For instance, the indentures
governing the notes contain an incurrence test that restricts the
Company's ability to incur indebtedness or make investments, among
other actions, if the Company does not maintain an Adjusted EBITDA
to Fixed Charges ratio (measured on a LTM basis) of at least 2.00
to 1.00.  The Adjusted EBITDA to Fixed Charges ratio under the
indentures is generally defined as the ratio of (a) Adjusted
EBITDA to (b) net interest expense excluding the amortization or
write-off of deferred financing costs, each measured on a LTM
basis.  The restrictions on the Company's ability to incur
indebtedness or make investments under the indentures that apply
as a result, however, are subject to exceptions, including
exceptions that permit indebtedness under the secured revolving
credit facilities.  Based on its forecast, the Company believes
that its cash flow from operations and available cash and cash
equivalents, including available borrowing capacity under the
secured revolving credit facilities, will be sufficient to fund
operations and pay liabilities as they come due in the normal
course of business for at least the next 12 months.

On June 30, 2013, the Company was in compliance with all covenants
under the credit agreements governing our secured revolving credit
facilities and under the indentures governing the notes.

                   About Momentive Performance

Momentive Performance Materials, Inc., produces silicones and
silicone derivatives, and develops and manufactures products
derived from quartz and specialty ceramics.  As of Dec. 31, 2008,
the Company had 25 production sites located worldwide, which
allows it to produce the majority of its products locally in the
Americas, Europe and Asia.  Momentive's customers include
companies in industries, such as Procter & Gamble, 3M, Goodyear,
Unilever, Saint Gobain, Motorola, L'Oreal, BASF, The Home Depot
and Lowe's.

Momentive Performance disclosed a net loss of $365 million on
$2.35 billion of net sales for the year ended Dec. 31, 2012, as
compared with a net loss of $140 million on $2.63 billion of net
sales in 2011.  The Company's balance sheet at March 31, 2013,
showed $2.87 billion in total assets, $4.12 billion in total
liabilities and a $1.25 billion total deficit.

                           *     *     *

As reported by the Troubled Company Reporter on June 4, 2013,
Moody's Investors Service changed the outlook on Momentive
Performance Materials Inc.'s (Momentive or MPM) to negative from
stable and affirmed the company's other ratings (Caa1 Corporate
Family Rating) given the company's ongoing weak financial
performance and the expectation that its available liquidity will
decline from current levels back toward $300 million by the end of
2013 without a more meaningful recovery in demand.  Moody's
affirmed the company SGL-3 rating due to its improved balance
sheet cash and new credit facilities.  Moody's also modified the
loss given default assessments on the company's debt.


MPG OFFICE: Posts $88.3 Million Net Income in Second Quarter
------------------------------------------------------------
MPG Office Trust, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income available to common stockholders of $88.26 million on
$43.35 million of total revenue for the three months ended
June 30, 2013, as compared with net income available to common
stockholders of $67.31 million on $44.18 million of total revenue
for the same period a year ago.

For the six months ended June 30, 2013, the Company posted net
income available to common stockholders of $71.22 million on
$86.55 million of total revenue, as compared with net income
available to common stockholders of $72.48 million on $101.57
million of total revenue for the same period during the prior
year.

As of June 30, 2013, the Company had $1.28 billion in total
assets, $1.71 billion in total liabilities and a $437.26 million
total deficit.

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

                        http://is.gd/eMjI7k

               Amends 25,526 Shares Resale Prospectus

MPG Office has amended its registration statement relating to the
potential resale of up to 25,526 shares of its common stock by
Thomas Master Investments, LLC, should it exchanges its units
representing common limited partnership interests, or common
units, in MPG Office, L.P., or the operating partnership, for the
Company's common stock.

The Company will receive no proceeds from any issuance of the
shares of its common stock to the selling stockholder in exchange
for common units or from any sale of those shares by the selling
stockholder, but the Company has agreed to pay certain
registration expenses.

The Company's common stock currently trades on the New York Stock
Exchange, under the symbol "MPG."  On Aug. 2, 2013, the last
reported sales price of the Company's common stock on the NYSE was
$3.13 per share.

A copy of the amended prospectus is available for free at:

                         http://is.gd/jLKI2d

                       About MPG Office Trust

MPG Office Trust, Inc., fka Maguire Properties Inc. --
http://www.mpgoffice.com/-- owns and operates Class A office
properties in the Los Angeles central business district and is
primarily focused on owning and operating high-quality office
properties in the Southern California market.  MPG Office Trust is
a full-service real estate company with substantial in-house
expertise and resources in property management, marketing,
leasing, acquisitions, development and financing.

For the year ended Dec. 31, 2012, the Company reported net income
of $396.11 million, as compared with net income of $98.22 million
on $234.96 million of total revenue during the prior year.

In its Form 10-K filing with the Securities and Exchange
Commission for the fiscal year ended Dec. 31, 2012, the Company
said it is working to address challenges to its liquidity
position, particularly debt maturities, leasing costs and capital
expenditures.  The Company said, "We do not currently have
committed sources of cash adequate to fund all of our potential
needs, including our 2013 debt maturities. If we are unable to
raise additional capital or sell assets, we may face challenges in
repaying, extending or refinancing our existing debt on favorable
terms or at all, and we may be forced to give back assets to the
relevant mortgage lenders. While we believe that access to future
sources of significant cash will be challenging, we believe that
we will have access to some of the liquidity sources identified
above and that those sources will be sufficient to meet our near-
term liquidity needs."

On March 11, 2013, the Company entered into an agreement to sell
US Bank Tower and the Westlawn off-site parking garage.  The
transaction is expected to close June 28, 2013, subject to
customary closing conditions.  The net proceeds from the
transaction are expected to be roughly $103 million, a portion of
which may potentially be used to make loan re-balancing payments
on the Company's upcoming 2013 debt maturities at KPMG Tower and
777 Tower.

Roughly $898 million of the company's debt matures in 2013.

"Our ability to access the capital markets to raise capital is
highly uncertain.  Our substantial indebtedness may prevent us
from being able to raise debt financing on acceptable terms or at
all.  We believe we are unlikely to be able to raise equity
capital in the capital markets," the Company said.

"Future sources of significant cash are essential to our liquidity
and financial position, and if we are unable to generate adequate
cash from these sources we will have liquidity-related problems
and will be exposed to material risks. In addition, our inability
to secure adequate sources of liquidity could lead to our eventual
insolvency."


NANOINK: Nanometer-Scale Equipment Auction Set for Aug. 19
----------------------------------------------------------
Ettin Group on Aug. 13 disclosed that nanometer-scale
manufacturing equipment and a large catalog of associated
intellectual property will be the subject of a significant auction
on August 19 to 22, 2013 related to the Chapter 7 bankruptcy of
NanoInk, an Illinois-based company specializing in manufacturing
and applications development for a variety of markets including
life sciences, engineering, pharmaceutical and education.  This
4-day online auction is an opportunity to secure state-of-the-art
nanometer-scale manufacturing equipment in excellent condition at
significant savings.

Expected to draw interested bidders from around the world, the
auction will consist of a wide variety of manufacturing equipment,
NanoInk-developed devices and over 440 intellectual property
assets including 60 U.S. patents, 74 U.S. patent applications, 97
foreign patents and 230 foreign patent applications.

Equipment expected to garner substantial interest from bidders
around the world includes Hitachi Scanning Electron Microscopes, a
NanoGuardian Nano Pharmaceutical Encryption Machine and NLP 2000
Lithography Instruments.

The auction is being conducted by a partnership of valuation and
liquidation experts including PPL Group LLC, Capital Recovery
Group, BidItUp, Maynards Industries and Ettin Group which will be
managing the process.  According to Ettin Group President Ross A.
Ettin, this auction will have special appeal to those involved in
all areas of the nanotechnology field including pharmaceutical
counterfeiting, nanolithography, banknote security, ink-based
security systems, research and education, and engineering.

Additional information including asset list and descriptions,
auction date and times, and bidder registration details can be
found in the Auctions Section of the Ettin Group website.

                        About Ettin Group

Ettin Group -- http://www.ettingroup.com-- helps companies deal
with a wide range of distressed situations or unrealized
opportunities.  Through expert turnaround advice, ready access to
capital and asset value recovery services, it enables clients to
renew their businesses, restore them to health and recover value
locked in their assets.  The team assembled by industry veteran
Ross A. Ettin has the experience in appraisal, valuation, auction
services and asset-based lending in every industry where these
skills can mean the difference between survival and liquidation.
The firm is headquartered at 450 Skokie Blvd., Suite 600,
Northbrook, IL 60062.


NIELSEN HOLDINGS: S&P Affirms 'BB' CCR; Outlook Stable
------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit rating on New York-based Nielsen Holdings N.V.  The outlook
is stable.

At the same time, S&P revised its recovery rating on the company's
senior unsecured debt to '3', indicating its expectation for
meaningful (50% to 70%) recovery for debt holders in the event of
a payment default, from '5' (10% to 30% recovery expectation).
S&P subsequently raised its issue-level rating on this debt to
'BB' from 'BB-'.

The company's unsecured debt includes the 4.5% senior debentures
due 2020, the 7.75% senior debentures due 2018, and the 11.625%
senior debentures due 2014, all of which are co-issued by
subsidiaries Nielsen Finance Co. and Nielsen Finance LLC.

The upgrade of S&P's issue-level ratings on Nielsen's senior
unsecured debt reflects a reassessment of our valuation of the
company in a bankruptcy and resulting greater recovery prospects
for that class of debt in the event of a payment default.

"Our ratings on Nielsen reflect a "satisfactory" business risk
profile and an "aggressive" financial risk profile, based on our
criteria.  As the leading global provider of media measurement and
retail sales and market share, Nielsen benefits from strong market
positions in its two principal businesses.  Nielsen's television
audience measurement service is the industry standard in the U.S.
and is unlikely to be displaced over our ratings horizon.  We
expect that Nielsen's operating performance will remain stable,
given that a high proportion of sales is under multiyear contracts
and that it has strong renewal rates (over 70% of "Watch" and
"Buy" business segment revenues are recurring).  We believe that
Arbitron, the leading radio audience measurement service in the
U.S., and which Nielsen has a definitive agreement to acquire, has
similar characteristics.  We assess Nielsen's management as "fair"
under our criteria," S&P said.

"Our satisfactory business risk profile assessment reflects our
view that longer term, Nielsen's strong market position could come
under pressure.  Its superior position in TV audience measurement
could become less important as audience fragmentation accelerates
and smaller players develop more innovative audience measurement
services.  To remain innovative and competitive, Nielsen must
continue to make sizable capital investments in new innovative
products that measure online usage and engagement, and gain
acceptance of them with ad agencies and clients.  These
investments could depress free cash flow generation or temper cash
flow growth," S&P added.

S&P views Nielsen's financial risk profile as aggressive because
of its still elevated leverage, which S&P estimates in the mid-4x
area, pro forma for the proposed Arbitron transaction, and S&P's
expectation that leverage will remain above 4x through 2014.  S&P
estimates that leverage was 4.3x as of June 30, 2013.


NUANCE COMMS: Share Buyback Prompts Moody's to Lower CFR to Ba3
---------------------------------------------------------------
Moody's Investors Service downgraded Nuance Communications, Inc.'s
corporate family rating to Ba3 from Ba2. Moody's also downgraded
Nuance's senior secured debt facilities to Baa3 from Baa2, its
unsecured notes to B1 from Ba3 and affirmed the existing SGL-1
liquidity rating. The ratings outlook is stable. This concludes
the ratings review. Nuance's ratings were put under review for
downgrade on April 30, 2013.

Ratings Rationale:

The downgrade was driven by the introduction of a large share
buyback program ($500 million) and revised growth prospects of the
company. The company's large cash balances were previously
expected to be used to make strategic acquisitions, not for
distribution to shareholders. The high cash levels were viewed as
an offset to the high debt load (approximately $2.6 billion on a
Moody's adjusted basis) and high leverage (pro forma debt to
EBITDA greater than 5x). While cash levels remain strong ( $873
million as of June 30, 2013), levels are expected to decline as
the company continues to implement their buyback program and
continues to make acquisitions. The company spent $103 million on
share repurchases and $100 million on acquisitions in the June
2013 quarter while only generating $73 million of free cash flow.

The company also experienced organic revenue and free cash flow
declines for the second consecutive quarter. While some of the
decline in performance was likely due to the shift to a
subscription model from a license model in several product areas
(which has a negative impact on GAAP revenue and cash flow), the
challenges appear to be driven by business segment specific
factors in each of their segments.

"Nuance continues to have a strong business model, but growth
prospects and cash generating capabilities are reduced from
previous periods" said Moody's Senior Analyst , Matthew Jones.
"They continue to be the largest provider of voice recognition
applications across the healthcare, mobile, automotive and
enterprise markets but have introduced a buyback program at a time
when debt levels are very high and they face competitive or
structural challenges in a number of their markets", added Jones.

Liquidity remains very good supported by $873 million cash on
hand, an undrawn $75 million revolver and expectations of healthy
free cash flow generation. The ratings could be upgraded if
leverage levels are on track to fall below 4.5x. The ratings could
face downward pressure if pro forma leverage levels exceed 6x
particularly if cash levels do not remain well in excess of $500
million.

Downgrades:

Issuer: Nuance Communications, Inc.

  Corporate Family Rating, Downgraded to Ba3 from Ba2

  Probability of Default Rating, Downgraded to Ba3-PD from Ba2-PD

  Senior Secured Revolving Bank Credit Facility Aug 7, 2018,
  Downgraded to Baa3 from Baa2

  Senior Secured Term Loan Bank Credit Facility Aug 7, 2019,
  Downgraded to Baa3 from Baa2

  Senior Unsecured Regular Bond/Debenture Aug 15, 2020,
  Downgraded to B1 from Ba3

Outlook Actions:

Issuer: Nuance Communications, Inc.

  Outlook, Changed To Stable from Rating under Review

Affirmations:

Issuer: Nuance Communications, Inc.

  Speculative Grade Liquidity Rating, Affirmed SGL-1

The debt instrument ratings were determined using Moody's Loss
Given Default Methodology and reflect the instruments relative
position in the capital structure.

The principal methodology used in this rating was the Global
Software Industry Methodology 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.

Nuance Communications, Inc., headquartered in Burlington, MA, is a
leading provider of speech, text and imaging solutions for
business and consumers. The company had revenues of $1.8 billion
for the twelve months ended June 30, 2013.


NUSTAR LOGISTICS: Moody's Keeps Ba1 CFR & Rates $300MM Notes Ba1
----------------------------------------------------------------
Moody's Investors Service affirmed the Ba1 Corporate Family Rating
and other ratings of NuStar Logistics, L.P. and changed the rating
outlook to negative. At the same time, it assigned the Ba1 rating
to the company's proposed $300 million of senior notes.

NuStar Logistics is the main operating subsidiary and financing
entity for NuStar Energy L.P, a Public Master Limited Partnership.
NuStar and another wholly-owned subsidiary, NuStar Pipeline
Operating Partnership L.P., will unconditionally guarantee the
notes in accordance with their subordination provisions. NuStar
will use the note proceeds for general corporate purposes,
including the repayment of borrowings under its $1.5 billion bank
credit facility that were incurred to refinance other maturing
pari passu long-term debt.

"The change in NuStar's outlook to negative reflects the company's
higher than expected financial leverage and reduced earnings
prospects, which could continue to pressure cash flow and EBITDA
in 2014, particularly in the storage operations," said Tom
Coleman, Senior Vice President. "While we continue to see good
potential for future earnings growth in the build out of the
pipeline segment, where NuStar is focusing on Eagle Ford Shale
investments, these investments also have inherent execution
risks."

NuStar's existing ratings, which are affirmed, are:

- NuStar Logistics L.P. Corporate Family Rating affirmed at Ba1
   and Probability of Default Rating affirmed at Ba1-PD

- NuStar Logistics L.P. senior notes rating affirmed Ba1 (LGD 4,
   50%)

- NuStar Logistics L.P. fixed/floating subordinated notes rating
   affirmed at Ba2 (LGD 6, 94%)

- Speculative Grade Liquidity Rating affirmed at SGL-3

Ratings Rationale:

NuStar Logistics's Ba1 CFR is based on NuStar Energy's
consolidated credit quality. NuStar continues to exhibit high
financial leverage as it transitions it business lines and makes
substantial debt-financed capital investments to build cash flow
and increase returns from more stable fee-based transportation and
storage operations. Moody's notes elevated adjusted Debt/EBITDA of
over 7x as of June 30, 2013 and the company has reduced guidance
for EBITDA and earnings in 2013 as a result of weaker storage
conditions, including a backwardated market affecting demand for
storage services, and to a lesser extent from operating issues and
lower crude oil blending impacts in the pipeline segment. Poor
asphalt refining margins in the recently spun-off asphalt joint
venture have also required additional lending and working capital
support under a $250 million borrowing facility extended by NuStar
to the joint venture.

Despite its elevated leverage and the execution risk on its growth
projects, the Ba1 rating is supported by the breadth of NuStar's
midstream transportation, storage and terminal assets. NuStar is
continuing with its re-positioning strategy focused on fee-based
projects in both the pipeline and storage segments, including
storage projects and pipeline expansion tied to the TexStar
acquisition in 2012 and other Eagle Ford Shale-linked investments.
These investments should have a positive impact in the medium-term
on capital returns, EBITDA and financial leverage, with
expectations that adjusted debt/EBITDA should decline in 2014 as
cash flow accrues from pipeline investments and expansion in the
Eagle Ford shale and from terminal expansion projects.

For the remainder of 2013 and in 2014 Moody's will watch NuStar's
progress in delivering on its growth projects, along with stronger
capital returns, EBITDA and cash flow. The company's ratings could
be downgraded if consolidated adjusted Debt/EBITDA, which was over
7x at June 30, 2013 (including lease adjustments and maximum use
of the asphalt credit line and guarantees), does not show
sequential improvement in 2014 and trend below 5.5x on a
sustainable basis, and distribution coverage does not improve from
current levels of under 1x; or if the flow-through of benefits
from its Eagle Ford projects are delayed, which would likely
indicate project delays, underperforming assets, or even more
aggressive required investment in growth spending. While Moody's
believes exposure to the asphalt operation's borrowing and working
capital needs should decline in 2014, substantial additional
support, if required, could also negatively affect the rating.

While an upgrade is not likely given the high leverage, prospects
for adjusted Debt/EBITDA approaching 4x on a sustainable basis and
more robust distribution coverage above 1.1x could result in an
upgrade in the future.

The Ba1 (LGD4, 50%) senior unsecured note rating is based on
NuStar Logistics's Ba1 CFR, which reflects the MLP's consolidated
credit quality. The Ba1 rating incorporates the overall
probability of default of NuStar Logistics, to which Moody's
assigns a Probability of Default (PDR) rating of Ba1/PD. NuStar's
various senior unsecured bonds and revolving credit facility are
rated equal to the CFR as they are pari passu and comprise the
bulk of the debt capital structure and have cross guarantees.

The principal methodology used in this rating was Global Midstream
Energy 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.


OTELCO INC: Reports $109.6 Million Net Income in Second Quarter
---------------------------------------------------------------
Otelco Inc. reported net income of $109.64 million on $19.66
million of revenues for the three months ended June 30, 2013, as
compared with a net loss of $128.01 million on $24.71 million of
revenues for the same period during the prior year.

For the six months ended June 30, 2013, the Company reported net
income of $107.87 million on $40.65 million of revenues, as
compared with a net loss of $127.19 million on $50.08 million of
revenues for the same period a year ago.

As of June 30, 2013, the Company had $137.70 million in total
assets, $168.65 million in total liabilities and a $30.94 million
total stockholders' deficit.

"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 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,"
Weaver concluded.

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

                        http://is.gd/J82aUX

                         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.


OZ GAS: Lewis Leaves Bernstein-Burkley, May Withdraw as Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Pennsylvania
authorized Joshua C. Lewis, Esq., to withdraw as counsel for OZ
Gas, Ltd., et al.

According to the Debtors, Mr. Lewis left Bernstein-Burkley, P.C.
effective as of July 14, 2013, and can no longer represent the
Debtors in the matters.

The Debtors are represented by Robert S. Bernstein, Esq., and
other attorneys at Bernstein-Burkley, P.C., each of whom will
continue to serve as counsel to the Debtors.

                         About John D. Oil,
                Great Plains Exploration and Oz Gas

Mentor, Ohio-based John D. Oil & Gas Co., is in the business of
acquiring, exploring, developing, and producing oil and natural
gas in Northeast Ohio.  The Company has 58 producing wells.  The
Company also has one self storage facility located in Painesville,
Ohio.  The self-storage facility is operated through a partnership
agreement between Liberty Self-Stor Ltd. and the Company.

John D. Oil's affiliated entities -- Oz Gas, LTD. and Great Plains
Exploration LLC -- filed voluntary Chapter 11 petitions (Bankr.
W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11, 2012.  Two
days later, John D. Oil filed its own Chapter 11 petition (Bankr.
W.D. Pa. Case No. 12-10063).

On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A.,
dba Charter One, a receiver was appointed for all three corporate
Debtors, in the United States District Court for the Northern
District of Ohio at case No. 11-cv-2089-CAB.  District Judge
Christopher A. Boyko issued an order appointing Mark E. Dottore as
receiver.  The Receivership Order was appealed to the Sixth
Circuit Court of Appeals on Dec. 19, 2011 and the appeal is
currently pending.

Judge Thomas P. Agresti oversees the Chapter 11 cases.  Robert S.
Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to
the Debtors.  Each of Great Plains and Oz Gas estimated $10
million to $50 million in assets and debts.  John D. Oil's balance
sheet at Sept. 30, 2011, showed $8.12 million in total assets,
$12.92 million in total liabilities and a $4.79 million total
deficit.  The petitions were signed by Richard M. Osborne, CEO.

The United States Trustee said a committee under 11 U.S.C. Sec.
1102 has not been appointed because no unsecured creditor
responded to the U.S. Trustee's communication for service on the
committee.


PATRIOT COAL: Reports $215.7 Million First-Half Loss
----------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Patriot Coal Corp. reported a $215.7 million net loss
for the first six months of 2013 on revenue of $755 million.
Sales declined 25 percent from the same period in 2012.

The operating loss for the half year as shown in a regulatory
filing was $160.9 million.  Patriot said it suffered from a
"continuous and sharp" decline in coal prices.  Patriot said it
succeeded in gaining consents from lenders to a modification of
covenants in the $802 million secured loan financing the
bankruptcy reorganization begun in July 2012.  Without an
amendment, the coal producer said there could be a default by the
third quarter of 2013 cutting off access to the loan.

Patriot said in a court filing that it continues negotiating with
the union on consensual modifications to wages and benefits
although the bankruptcy court in St. Louis authorized the company
to impose new contract terms.  At the same time, the union is
appealing the bankruptcy court's opinion allowing Patriot to
modify wages and benefits for union workers.

Patriot is in talks with Knighthead Capital Management LLC and
Aurelius Capital Management LP about a rights offering to supply
some of the financing to emerge from bankruptcy.

                         About Patriot Coal

St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer
and marketer of coal in the eastern United States, with 13 active
mining complexes in Appalachia and the Illinois Basin.  The
Company ships to domestic and international electricity
generators, industrial users and metallurgical coal customers, and
controls roughly 1.9 billion tons of proven and probable coal
reserves.

Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11
petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y.
Lead Case No. 12-12900) on July 9, 2012.  Patriot said it had
$3.57 billion of assets and $3.07 billion of debts, and has
arranged $802 million of financing to continue operations during
the reorganization.

Davis Polk & Wardwell LLP serves as lead restructuring counsel.
Bryan Cave LLP serves as local counsel to the Debtors.  Blackstone
Advisory Partners LP is serving as financial advisor, and AP
Services, LLC is providing interim management services to Patriot
in connection with the reorganization.  Ted Stenger, a Managing
Director at AlixPartners LLP, the parent company of AP Services,
has been named Chief Restructuring Officer of Patriot, reporting
to the Chairman and CEO.  GCG, Inc. serves as claims and noticing
agent.

The U.S. Trustee appointed a seven-member creditors committee.
Kramer Levin Naftalis & Frankel LLP serves as its counsel.
HoulihanLokey Capital, Inc., serves as its financial advisor and
investment banker.  Epiq Bankruptcy Solutions, LLC, serves as its
information agent.

On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's
bankruptcy case to St. Louis.  The order formally sending the
reorganization to Missouri was signed December 19 by the
bankruptcy judge.  The New York Judge in a Jan. 23, 2013 order
denied motions to transfer the venue to the U.S. Bankruptcy Court
for the Southern District of West Virginia.


PETER HERMAN: Trying to Keep Too Much, Lawyer Loses Everything
--------------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that a Florida lawyer who delayed receiving a $2.7 million
fee until after he filed bankruptcy not only lost the fee to his
creditors, but he also won't have his debts wiped out.

Peter G. Herman of Fort Lauderdale owed $4.5 million on a judgment
based on his guarantee of real estate debt.  About the same time,
Herman won $10 million in fees as the result of two judgments in
contingency lawsuits on behalf of clients.  As the lead lawyer,
his share of the fee awards was to be $2.7 million.  Mr. Herman
didn't disclose the $2.7 million in fees he received shortly after
he filed for bankruptcy.  He took the position that the fees were
a postpetition asset he could keep and had no duty to disclose.

According to the report, U.S. Bankruptcy Judge John K. Olson
didn't buy that argument.  He refused to give Mr. Herman a
discharge of his debt in bankruptcy, ruling in a 71-page opinion
last week that nondisclosure of the fee was made with intent to
hinder, delay, and defraud creditors.  Judge Olson also said Mr.
Herman made false oaths in connection with bankruptcy by his
nondisclosure of the fees.

Judge Olson held a trial, heard testimony from witnesses,
including Mr. Herman, and concluded that the lawyer controlled
when the fees would be received.  The judge said the fees were the
largest Mr. Herman ever won in more than 30 years as a lawyer.
Even though the fees weren't in hand when the bankruptcy began,
Mr. Olson characterized them as contingent assets that should have
been disclosed. Olson said the amount of the fees was "virtually
resolved" before bankruptcy, although it wasn't "finally resolved"
until afterward.

The report notes that the judge looked to other cases involving
bonuses or contingency fees received after bankruptcy.  The key
issue, according to Judge Olson, was whether the payments were
"sufficiently grounded in the debtor's prepetition services and
rights to qualify as estate property."  Judge Olson even used some
of Mr. Herman's legal research against him.  Around the time of
bankruptcy, Mr. Herman performed research to determine whether he
had a duty to disclose.  Judge Olson said Mr. Herman shaped his
trial testimony to mimic the fruits of his research.  Before
performing the research, Mr. Herman wrote e-mails describing the
situation in different terms, Judge Olson's opinion says.

Mr. Rochelle says that Mr. Herman could have employed a different
strategy that at least would have obtained him a discharge of his
debt.  Had Mr. Herman disclosed the fees in his bankruptcy
filings, he could have sued to establish whether the fees belonged
to his Chapter 7 trustee.  Even had he lost, Herman still would
have had his debts wiped out.

The case is CIB Marine Capital LLC v. Herman (In re Herman),
12-01785, U.S. Bankruptcy Court, Southern District of Florida
(Fort Lauderdale).


PHOENIX INDUSTRIAL: S&P Cuts Rating on 2009 Revenue Bonds to 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term rating to
'BB' from 'BB+' on the Phoenix Industrial Development Authority,
Ariz.'s series 2009 education revenue bonds issued for Career
Success Charter (CSC) Schools project.  The outlook is stable.

"The rating action reflects our opinion of CSC's worsened
financial profile in 2012, caused by consecutive years of
declining enrollment, which led to a second covenant violation in
three years," said Standard & Poor's credit analyst Duncan
Manning.

The rating further reflects S&P's view of CSC's:

   -- Risk (as with all charter schools) of nonrenewal or
      revocation of its charter before the bonds' final maturity;

   -- Approximately 15% decline in enrollment in 2013 and lower-
      than-budgeted enrollment in the past three years;

   -- Two covenant violations, in fiscal years 2010 and 2012, for
      its failure to generate 1x maximum annual debt service
      (MADS) coverage;

   -- At-risk student population that contributes to more-than-
      typical enrollment turnover throughout the school year and
      also to achievement scores that are lower than the state
      average; and

   -- Need to attract students to continue receiving state per-
      pupil operating funding, competitive Phoenix charter school
      market, and lack of a student waitlist.

The stable outlook reflects S&P's anticipation that CSC will meet
its budgeted fiscal 2013 and produce 1x MADS coverage.


PINNACLE FOODS: Moody's Affirms B1 CFR; Changes Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service affirmed the B1 Corporate Family Rating
and B1-PD Probability of Default Rating of Pinnacle Foods Finance
LLC and revised the rating outlook to stable from positive,
following the company's announcement that it had agreed to
purchase assets of Unilever PLC's Wish Bone salad dressing
business for $580 million. The transaction will be financed
primarily with $550 million of incremental bank debt and is
expected to close by the end of October 2013.

On August 12, 2013, Pinnacle announced that it had reached a deal
to purchase the core assets of the Wish Bone salad dressing
business from Unilever PLC for $580 million in cash. The
transaction includes the Wish Bone brand -- the #3 salad dressing
brand in the US -- and Western, a regional brand, which together
generate annual sales of approximately $190 million. Based on
Pinnacle's estimate that the business will generate $45-50 million
of EBITDA in 2014, the purchase multiple appears fully valued at
more than 12 times. The company plans to spend $40 -- 50 million
over the next 18 months on new high-speed production lines that
along with other efficiency measures will improve EBITDA to about
$65 million by 2016. Pinnacle also expects an estimated $125
million present value of future tax benefits through asset value
write-ups.

The Wish Bone transaction should not affect Pinnacle's B1
Corporate Family Rating based on Moody's estimate that the
transaction will cause leverage to rise to about 5.5 times at
closing (not including anticipated operating costs or tax
savings), which is below the 6.0 times level that Moody's
previously stated could lead to a downgrade. However, the debt
instrument ratings could be affected, depending on the structure
of the anticipated $550 million of debt financing, the details of
which have not been finalized.

The outlook has been revised to stable from positive based on
Moody's expectation that Pinnacle is not likely to reduce leverage
below 4.0 times in the near-term, a level that would be required
for an upgrade.

"The higher leverage that will result from the transaction puts
the possibility of an upgrade out of reach for Pinnacle for at
least two years," commented Brian Weddington, a Moody's Senior
Credit Officer.

Rating Rationale:

Pinnacle's B1 Corporate Family Rating reflects the company's
portfolio of mature brands in the frozen and shelf-stable food
categories that generate relatively stable operating performance,
albeit with limited growth potential. Pinnacle competes
successfully against food companies with greater scale, capital
resources and pricing power by focusing on optimizing its brand
investment and maintaining efficient operations. The rating
reflects elevated event risk related to Pinnacle's still-
concentrated 68% ownership by private equity firm, The Blackstone
Group ("Blackstone"), and its greater capacity to pursue mergers
and acquisitions as a public company. On April 3, 2013 Pinnacle
raised $667 million in an IPO and used the proceeds to reduce
outstanding debt.

Pinnacle Foods Finance LLC:

Ratings Affirmed:

  Corporate Family Rating at B1

  Probability of Default Rating at B1-PD

  Speculative Grade Liquidity rating of SGL-2

Ratings Unchanged:

  Sr. secured bank credit facility at Ba3, LGD3

  Senior unsecured debt at B3, LGD6

The outlook is revised to stable from positive.

The B3 senior unsecured debt rating is currently two notches below
the B1 Corporate Family Rating reflecting its junior position in
the capital structure to $1.78 billion of senior secured debt
instruments. The proposed $550 million of incremental bank debt to
be used to finance the Wish Bone transaction will likely cause
further downward pressure on the senior unsecured rating.

Pinnacle's Corporate Family Rating could be lowered if weak
operating performance or a subsequent leveraged acquisition causes
Pinnacle's debt/EBITDA to rise above 6.0 times. A ratings upgrade
would be considered if Moody's believes that Pinnacle is likely to
reduce debt to EBITDA to below 4.0 times.

Headquartered in Parsippany, New Jersey, Pinnacle Foods Finance
LLC -- through its wholly-owned operating company, Pinnacle Foods
Group -- manufactures and markets branded convenience food
products in the US and Canada. Its brands include Birds Eye,
Voila, Hungry-Man and Swanson frozen dinners, Vlasic pickles, Mrs.
Paul's and Van de Kamp's frozen prepared sea food, Aunt Jemima
frozen breakfasts, Log Cabin and Mrs. Butterworth's syrup and
Duncan Hines cake mixes. Net sales for the last twelve month
period ended March 31, 2013 were approximately $2.5 billion.

Pinnacle Foods Finance LLC is controlled by investment funds
associated with or designated by The Blackstone Group, which owns
approximately 68% of the common shares.

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


PINNACLE FOODS: S&P Puts 'BB' Debt Rating on CreditWatch Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' issue-level
ratings on Pinnacle Foods Finance LLC's senior secured credit
facilities on CreditWatch with negative implications, meaning that
S&P could lower or affirm the ratings following the completion of
its review.

"The rating action follows Pinnacle Foods Inc.'s announcement that
it will be acquiring the Wish-Bone salad dressings business from
Unilever PLC for approximately $580 million, funded with cash and
debt," said Standard & Poor's credit analyst Bea Chiem.

Pinnacle Foods Finance LLC is an indirect wholly owned subsidiary
of U.S.-based Pinnacle Foods Inc.  The 'B+' corporate credit
rating remains unchanged.

Based on the company's $550 million estimated debt increase, S&P
could lower the recovery rating for the senior secured lenders.
The 'B-' issue-level and '6' recovery rating on the unsecured debt
remain unchanged because S&P do not anticipate any changes to the
recovery rating with the additional senior secured debt.

S&P will resolve the CreditWatch listing on the company's senior
secured credit facilities following its review of the company's
expected financing transaction.  Upon completion of S&P's review,
the senior secured issue-level ratings could remain unchanged or
be lowered.


PLATINUM PROPERTIES: Authorized to Sell Maple Knoll Real Estate
---------------------------------------------------------------
The Hon. Basil H. Lorch III of the U.S. Bankruptcy Court Southern
District of Indiana Platinum Properties, LLC, et al., authorized:

   i) the sale and transfer of real estate located within the
      Maple Knoll mixed use development in Westfield, Indiana, to
      Maple Knoll Developer, LLC, pursuant to a real estate
      purchase agreement via a private sale without performing an
      auction; and

  ii) the assumption and assignment of certain executory
      contracts.

As reported in the Troubled Company Reporter on July 3, 2013,
according to the Debtor, the sale of the Maple Knoll project will
result to the purchaser becoming the holder of the Debtor's
indebtedness.  The sale, for one, will resolve all of the Debtor's
liability to Bank of America, NA, which has a valid, perfected,
first priority lien on the Real Estate to secure a claim against
the Debtor of $10,680,446 as of May 31, 2013.  As of the Petition
Date, BofA was the senior lender on two of the Debtor's projects,
including Maple Knoll.  The other project, Long Ridge Estates, has
already been sold.

The sale will also resolve the Debtor's liability to MK Investment
Group, LLC, and Christel DeHaan as Trustee of the Christel DeHaan
Revocable Trust dated December 31, 1992, which have valid and
enforceable second priority liens on the Real Estate to secure a
claim against the Debtor totaling $3,783,816 as of May 31, 2013.

Moreover, the Debtor projects that the remaining balance with
Golden Investments III, LLC, which total $150,697, will be fully
repaid before the closing of the sale of the property.

In connection with the proposed sale of the Maple Knoll Property,
the Debtor also seeks authority to assume and assign to the
Purchaser the following executory contracts:

   -- Right of First Offer Agreement, dated Nov. 16, 2007, with
      Sheehan Properties, LLC;

   -- contract for purchase of real property with Herman & Kittle
      Properties, Inc., and Community Action of Greater
      Indianapolis, Inc.; and

   -- Lot Purchase Agreement, dated Nov. 2, 2006, with Arbor
      Homes, LLC.

The Debtor also seeks authority to reject a Bulk Lot Purchase
Agreement, dated Jan. 23, 2008, with Paul Shoopman Home Building
Group, Inc.

The Debtor's motion was filed by Jay Jaffe, Esq. --
jay.jaffe@faegrebd.com -- and Kayla D. Britton, Esq. --
kayla.britton@faegrebd.com -- at FAEGRE BAKER DANIELS LLP, in
Indianapolis, Indiana.

              About Platinum Properties and PPV LLC

Indianapolis, Indiana-based Platinum Properties, LLC, is a
residential real estate developer.  Platinum acquires land,
designs the projects, obtains zoning and other approvals, and
constructs roads, drainage, utilities, and other infrastructure of
residential subdivisions.  Platinum then sells the finished,
platted lots.  Platinum also has an ownership interest in several
special purpose entities that in turn own, operate and manage
individual projects.

PPV LLC is a joint venture between Platinum and a non-debtor
entity, Pittman Partners, Inc., each of whom hold an equity
interest in PPV.  PPV owned four projects directly and owns 100%
of the membership interest of Sweet Charity Estates, LLC.

Platinum Properties and PPV LLC filed for Chapter 11 protection
(Bankr. S.D. Ind. Case Nos. 11-05140 and 11-05141) on April 25,
2011.  Lawyers at Baker & Daniels LLP, in Indianapolis, Indiana,
serve as the Debtors' bankruptcy counsel.  Platinum Properties
disclosed $14,624,722 in assets and $181,990,960 in liabilities as
of the Chapter 11 filing.

The U.S. Trustee has not yet appointed a creditors committee in
the Debtor's case.  The U.S. Trustee reserves the right to appoint
such a committee should interest developed among the creditors.


PREMIER GOLF: Seeks OK of Kenneth Hoyt as Substitute Counsel
------------------------------------------------------------
Premier Golf Properties, LP, asks the Bankruptcy Court to approve
the employment of its special litigation counsel Kenneth C. Hoyt,
Esq., of The Hoyt Law Firm as substitute for Wolfgang F. Hahn,
Esq., of Hahn + Associates.

The Hoyt Law Firm represented the Debtor in connection with
litigations filed pre-petition before the Superior Court of
California, County of San Diego, against creditor Yamaha Golf
Car Company and Yamaha Motor Manufacturing Corporation of America
in connection with a 2008 Golf Carts Lease Agreement.

On June 24, 2011, the Bankruptcy Court approved the employment of
Mr. Hahn as special litigation counsel to represent the Debtor
before the Superior Court of California.  On March 8, 2013, the
Debtor substituted Mr. Hahn as counsel.

In compliance with Local Bankruptcy Rule 9034-1(a)(2), the Debtor
submitted an Employment Application to the U.S. Trustee seeking
the mandated statement of position.  The U.S. Trustee issued a
statement of position with multiple objections relative to The
Hoyt Law Firm's standard Engagement Agreement.

While in the process of curing the deficiencies, on or about early
June 2013, the Debtor and creditor Yamaha reached a settlement
which is currently pending authorization before the Bankruptcy
Court, scheduled for hearing on Aug. 19, 2013.  As a result of the
settlement, The Hoyt Law Firm's representation of the Debtor has
successfully concluded in June 2013.  As of the successful
conclusion of the litigations before the Superior Court of
California, The Hoyt Law Firm had earned a total of $6,537 for
professional services rendered.

                 About Premier Golf Properties, LP

Premier Golf Properties, L.P. owns and operates the Cottonwood
Golf Club in El Cajon, California. The Club has two 18-hole golf
courses, a driving range, pro shop, and club house restaurant.
The Club maintains the golf courses and operates a golf course
business on the real property.  Its income comes from green fees,
range fees, annual membership sales, golf lessons, golf cart
rentals, pro shop clothing and equipment sales, and food and
beverage services.

Premier Golf filed for Chapter 11 protection (Bankr. S.D. Calif.
Case No. 11-07388) on May 2, 2011.  Judge Peter W. Bowie presides
over the case.  Jack F. Fitzmaurice, Esq., at Fitzmaurice &
Demergian, in Chula Vista, California, represents the Debtor.
The Debtor estimated assets and liabilities at $10 million to
$50 million.

Richard J. Frick, Esq., Ralph Ascher, Esq., and Richard Vergel de
Dios, Esq., at Frick Pickett & McDonald LLP, in Garden Grove,
Calif., represent Secured Creditor Far East National Bank as
counsel.


PROLOGIS LP: Fitch Currently Rates $100MM Preferred Stock 'BB+'
---------------------------------------------------------------
Fitch Ratings assigns a credit rating of 'BBB' to the $1.25
billion aggregate principal amount of guaranteed notes issued by
Prologis, L.P., the operating partnership of Prologis, Inc. (NYSE:
PLD; collectively Prologis or the company including rated
subsidiaries). The $400 million 2019 notes have an annual coupon
rate of 2.75% and were priced at 99.965% of the principal amount
to yield 2.757% to maturity or 140 basis points (bps) over the
benchmark rate. The $850 million 2023 notes have an annual coupon
rate of 4.25% and were priced at 99.742% of the principal amount
to yield 4.282% to maturity or 170 bps over the benchmark rate.
The notes are senior unsecured obligations of Prologis, L.P. that
are fully and unconditionally guaranteed by Prologis, Inc.

In the short term, Prologis intends to use the net proceeds from
the sale of the notes to repay borrowings under its global line
and to fund the cash purchase of certain of its senior notes that
are tendered pursuant to its offers to purchase such notes, which
commenced on Aug. 8, 2013. Prologis may also use the net proceeds
to repay or repurchase other indebtedness and for general
corporate purposes.

Fitch currently rates Prologis as follows:

Prologis, Inc.
-- Issuer Default Rating (IDR) 'BBB';
-- $100 million preferred stock 'BB+'.

Prologis, L.P.
-- IDR 'BBB';
-- $2 billion global senior credit facility 'BBB';
-- $5.7 billion senior unsecured notes 'BBB';
-- $397 million senior unsecured exchangeable notes 'BBB';
-- $637.4 million multi-currency senior unsecured term loan 'BBB'.

Prologis Tokyo Finance Investment Limited Partnership
-- JPY36.5 billion senior unsecured revolving credit facility
   'BBB';
-- JPY10 billion senior unsecured term loan 'BBB'.

The Rating Outlook is Stable.

Key Rating Drivers

The 'BBB' rating takes into account the company's global
industrial real estate platform including the investment
management franchise, a high-quality portfolio, management's
execution of the 10-quarter plan, strong access to capital as
evidenced by recent activity (the 2019 and 2023 notes, $1.4
billion follow-on common stock offering, global line of credit
recast, and establishing an at-the-market or 'ATM' equity offering
program). Largely tempering the ratings and Outlook is pro rata
leverage that is high for the 'BBB' rating though improved from
recent quarters and expected to decline principally via EBITDA
growth due to recovering fundamentals. The company has adequate
liquidity, but liquidity coverage is adversely affected by
development funding which predominantly consists of speculative
projects. Partially mitigating this risk is contingent liquidity,
as measured by unencumbered asset coverage of unsecured debt,
being strong for the 'BBB' rating.

Global Platform

Prologis had $46.2 billion of assets under management as of
June 30, 2013. The company's large platform limits the risk of
over-exposure to any one region's fundamentals. PLD derives 82.5%
of its 2Q'13 net operating income (NOI) from Prologis-defined
global markets (57.2% in the Americas, 19.0% in Europe, and 6.3%
in in Asia), and the remaining 17.5% of 2Q'13 NOI is derived from
regional and other markets. The private capital platform provides
an additional layer of fee income and recurring cash distributions
to cover PLD's fixed charges, bolstered materially by the joint
venture with Norges Bank Investment Management (Norges) and
initial public offering of Nippon Prologis REIT, Inc., a Japanese
REIT (J-REIT), in 2013.

High-Quality Portfolio

Prologis has a high-quality portfolio as evidenced by close
proximity to ports and intermodal yards, cross-docking
capabilities, as well as modern construction and building features
such as tall clearance heights and flexibility to house
large/small tenants and active/less active tenants.

The portfolio has limited tenant concentration, with only the top
four tenants - DHL (1.8% of annual base rent [ABR]), CEVA
Logistics (1.3% of ABR), Kuehne & Nagel (1.1% of ABR), and
Amazon.com, Inc. (1.1% of ABR) comprising more than 1% of ABR,
with no other tenant exceeding 1% of ABR.

Execution Of 10-Quarter Plan

Management successfully executed its 10-quarter plan, which
entailed aligning the portfolio with PLD's investment strategy
(via dispositions and contributions such as the Norges JV and the
J-REIT, development and acquisitions), improving the utilization
of assets via land sales and lease-up of developments and existing
assets, streamlining the private capital business and
strengthening financial metrics. The company's current priorities
include capitalizing on the rental recovery, realizing the
potential of land and using scale and customer relationships to
grow earnings.

Strong Access To Capital

The company's access to capital is strong, evidenced by a
diversified capital structure including multi-currency credit
facilities and term loans, senior notes, as well as common and
preferred equity. In July 2013, Prologis upsized its global credit
facility from $1.65 billion to $2 billion and improved pricing to
LIBOR plus 130 bps, a reduction of 40 bps from the prior global
credit facility, and established an ATM program through which it
may issue up to $750 million of common stock. In April 2013,
Prologis completed a public offering of 35.65 million shares of
common stock at a price of $41.60 per share, generating
approximately $1.4 billion in net proceeds, which was used
predominantly for new and current investments. The J-REIT also
completed a follow-on offering subsequent to its IPO. PLD did not
directly benefit from the newly raised proceeds; however, the
offering will allow the J-REIT to fund additional asset purchases
from PLD, which may benefit PLD's corporate liquidity.

Decreasing Leverage

Fitch views pro rata leverage as more meaningful than consolidated
leverage given PLD's willingness to buy back and/or recapitalize
unconsolidated assets (e.g. interests in Prologis European
Properties in 2011, as well as interests in Prologis Institutional
Alliance Fund II and Prologis North American Industrial Fund III
in 2013) and its agnostic view towards property management for
consolidated and unconsolidated assets.

Second-quarter 2013 pro rata leverage was 7.7x compared with 8.1x
in 1Q'13 and 8.0x in 4Q'12. Under Fitch's base case that assumes
between 1.5% and 2.5% same-store NOI growth over the next several
years along with incremental NOI from development starts and
acquisitions net of dispositions and contributions, pro rata
leverage would remain in the mid-to-low 7x range, which is high
for a 'BBB' rating generally but appropriate given PLD's portfolio
size and access to capital. In a stress case not anticipated by
Fitch in which same-store NOI declines by levels experienced in
2009-2010, leverage would approach 8x, which would be weak for a
'BBB' rating.

On a consolidated basis, 2Q'13 leverage was 7.5x including
recurring cash distributions from unconsolidated entities (8.9x
excluding recurring cash distributions from unconsolidated
entities) compared with 8.2x (9.3x excluding recurring cash
distributions from unconsolidated entities) in FY2012.

Improving Fundamentals

During 2Q'13, cash same-store NOI (SSNOI) decreased by 0.4%;
however, rental rates on rollovers increased by 4.0% after 2.0%
growth in 1Q'13 following 17 quarters of declines. Operating
portfolio occupancy was 93.7% as of June 30, 2013, flat from March
31, 2013 and down from 94% as of Dec. 31, 2012. Rising tenant
demand is outpacing new supply, which bodes well for fundamentals
going forward.

Second-quarter 2013 pro rata fixed-charge coverage pro forma for
the guaranteed notes issuances and tender offers is solid for the
'BBB' rating at 2.1x (2.0x as reported in 2Q'13) compared with
1.8x in 1Q'13 and 1.7x in 4Q'12. Fitch defines pro rata fixed-
charge coverage as pro rata recurring operating EBITDA less pro
rata recurring capital expenditures less straight-line rent
adjustments divided by total interest incurred and preferred stock
dividends. Fitch's base case anticipates that coverage will
approach 2.5x over the next 12-to-24 months due to low expected
single-digit SSNOI growth, which is strong for the 'BBB' rating.

On a consolidated basis, 2Q'13 pro forma coverage was 1.6x
including recurring cash distributions from unconsolidated
entities (1.3x excluding recurring cash distributions from
unconsolidated entities) compared with 1.8x (1.5x excluding
recurring cash distributions from unconsolidated entities) in
2012.

Increasing Speculative Development

Prologis' development activities entail lease-up risk, as
speculative projects represented approximately 71% of 2Q'13
development starts (including PLD's share and its partners'
share), up from 43% of the development pipeline in FY2012. The
pipeline's size is increasing and large on an absolute basis but
manageable on a relative basis as cost to complete development
represented 2.6% of gross assets at June 30, 2013. The pipeline
should remain active in the coming years due to industrial real
estate supply-demand dynamics.

Sizeable Development Funding

Fitch's base case assumes $1.9 billion of development starts for
full-year 2013, of which PLD's share is approximately $1.2
billion, followed by approximately $1 billion of annual starts in
both 2014 and 2015, with assumed development yields in the 7.5%
range. In the event that the company funds this activity
principally with its global senior credit facility and long-term
debt financings, leverage would increase, while continued equity
funding could have positive rating implications.

Adequate Liquidity

Liquidity coverage is 1.0x for July 1, 2013 to Dec. 31, 2015.
Assuming a 90% refinance rate on upcoming secured debt maturities,
liquidity coverage improves to 1.4x. Fitch defines liquidity
coverage as liquidity sources divided by uses. Liquidity sources
include unrestricted cash, availability under revolving credit
facilities pro forma for the increased commitment size, 2019 and
2023 notes issuances and tender offers, projected retained cash
flows from operating activities, and proceeds from dispositions
and contributions. Liquidity uses include pro rata debt maturities
after extension options at PLD's option, projected recurring
capital expenditures, and projected acquisitions and development
starts. This takes into account additional activities such as the
purchase of assets from Prologis North American Industrial Fund
III in August 2013. When excluding incremental dispositions and
contributions as a liquidity source and acquisitions and
development starts as a liquidity use, liquidity coverage is 0.8x.

Prologis has strong contingent liquidity with unencumbered assets
(2Q'13 estimated unencumbered NOI divided by a stressed 8.0%
capitalization rate) to pro forma unsecured debt of 2.5x. When
applying a stressed 50% haircut to the book value of land held,
pro forma unencumbered asset coverage improves to 2.6x. In
addition, the covenants in the company's debt agreements do not
restrict financial flexibility. However, the company's AFFO payout
ratio was 98.5% in 2Q'13, indicating limited liquidity generated
from operating cash flow.

Preferred Stock Notching

The two-notch differential between PLD's IDR and preferred stock
rating is consistent with Fitch's criteria for corporate entities
with an IDR of 'BBB'. Based on Fitch research titled 'Treatment
and Notching of Hybrids in Nonfinancial Corporate and REIT Credit
Analysis', available on Fitch's web site at
'www.fitchratings.com', these preferred securities are deeply
subordinated and have loss absorption elements that would likely
result in poor recoveries in the event of a corporate default.

Rating Sensitivities

The following factors may result in positive momentum in the
rating and/or Outlook:

-- Liquidity coverage including development sustaining above
   1.25x (liquidity coverage is 0.9x for July 1, 2013 to Dec. 31,
   2015 but 1.2x assuming a 90% refinance rate on upcoming secured
   debt maturities);

-- Fitch's expectation of leverage sustaining below 6.5x (pro rata
   leverage is 7.7x in 2Q'13; consolidated leverage including
   recurring cash distributions from unconsolidated entities is
   7.5x);

-- Fitch's expectation of fixed-charge coverage sustaining above
   2.0x (pro rata coverage is 2.1x in 2Q'13 pro forma for the 2019
   and 2023 notes issuance and tender offers; consolidated
   coverage including recurring cash distributions from
   unconsolidated entities is 1.6x).

The following factors may result in negative momentum in the
rating and/or Outlook:

-- Liquidity coverage including development sustaining below 1.0x;

-- Fitch's expectation of leverage sustaining above 8.0x;

-- Fitch's expectation of fixed charge coverage ratio sustaining
   below 1.5x.


PULSE ELECTRONICS: Incurs $5.2 Million Net Loss in Second Quarter
-----------------------------------------------------------------
Pulse Electronics Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
a net loss of $5.22 million on $88.25 million of net sales for the
three months ended June 28, 2013, as compared with a net loss of
$6.49 million on $100.38 million of net sales for the three months
ended June 29, 2012.

For the six months ended June 28, 2013, the Company reported a net
loss of $12.35 million on $173.06 million of net sales, as
compared with a net loss of $10.79 million on $194.51 million of
net sales for the six months ended June 29, 2012.

As of June 28, 2013, the Company had $179.30 million in total
assets, $219.24 million in total liabilities and a $39.94 million
total shareholders' deficit.

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

                         http://is.gd/Jc7GeK

                        About Pulse Electronics

San Diego, California-based Pulse Electronics Corporation --
http://www.pulseelectronics.com/-- is a global producer of
precision-engineered electronic components and modules, operating
in three business segments: Network product group; Power product
group; and Wireless product group.  As of Dec. 28, 2012, Pulse had
$188 million in total assets.


R. BROWN & SONS: Custodians' Accounting Report Due Aug. 7
---------------------------------------------------------
In the Chapter 11 case of R. Brown & Sons, Inc., Bankruptcy Judge
Colleen A. Brown ruled that:

     (1) the Sheriff of Rutland and the Sheriff of Washington
         County are "custodians" in this case, as that term is
         defined in 11 U.S.C. Sec. 101(11), and therefore, each is
         required to perform the duties of a custodian as set out
         in the Bankruptcy Code and Rules;

     (2) New England Quality Service, Inc. d/b/a Earth Waste &
         Metal Systems, and La Roche Towing and Recovery, Inc. are
         agents of these custodians, for purposes of this
         bankruptcy case;

     (3) these four entities must each file an accounting in
         satisfaction of the requirements of Sec. 543 and
         Bankruptcy Rule 6002; and

     (4) these four entities are entitled to reimbursement and
         compensation, pursuant to Sec. 543(c)(2), to the extent
         they apply for it and demonstrate the sums they seek are
         reasonable.

By August 7, 2013, the Sheriff of Rutland County, the Sheriff of
Washington County, New England Quality Service, Inc. d/b/a Earth
Waste & Metal Systems, and La Roche Towing and Recovery, Inc. are
required to each (i) file an accounting of all costs, fees or
compensation they claim due from the Debtor in connection with the
seizure and/or storage of the Debtor's equipment pursuant to the
writ of execution obtained by Rathe Salvage, Inc., delineating
separately the sums due for the pre-petition and post-petition
time periods, with (ii) a statement setting forth the
reasonableness of the sums they seek.

By August 14, 2013, the Debtor, and any other party in interest
who is taking a position with respect to the reasonableness of the
sums sought by the custodians or their agents, may file a response
to the accountings; and the hearing on the Debtor's motions for a
determination of the allowance and priority of claims and
administrative expenses arising from the seizure and storage of
its equipment, as well as on the accountings filed, will proceed
on August 27 at 10:30 a.m.

A copy of the Court's July 26, 2013 Order is available at
http://is.gd/q2k2yxfrom Leagle.com.

R. Brown & Sons, Inc., filed a Chapter 11 bankruptcy petition
(Bankr. D. Vermont Case No. 13-10449) on June 18, 2013.  When the
Debtor commenced the voluntary Chapter 11 case, much of its
equipment was under the control of the Washington County and
Rutland County Sheriffs, who had levied on it pursuant to a State
court writ of execution.  Rathe Salvage, Inc., creditor who had
obtained a $440,095 judgment against the Debtor, and the writ of
execution, in State Court, is the largest creditor in this case.

On June 21, 2013, the Debtor filed an emergency motion for
turnover of its equipment.  An exhibit to the Turnover Motion
listed 10 pieces of equipment upon which the Sheriff had levied,
specified whether each piece was being held by New England Quality
Service, Inc. d/b/a Earth Waste & Metal Systems in Castleton,
Vermont, or La Roche Towing and Recovery, Inc. in Barre, Vermont,
and indicated that the value of the equipment totaled $432,500.
Rathe Salvage opposed.

Prior to the July 9, 2013 hearing on the Turnover Motion, the
parties stipulated on the release of nine of the equipment -- a
2008 Lincoln Towncar titled in the name of Robert Brown personally
was excluded -- and the payment for adequate protection to Rathe.

Ray Obuchowski, Esq., and Jennifer Emens-Butler, Esq., at
Obuchowski & Emens-Butler, PC, represent the Debtor.

Andre Bouffard, Esq., at Downs Rachlin Martin, PLLC, argues for
Rathe Salvage, Inc.


RAHA LAKES: San Pedro Investment Balks at Plan Confirmation
-----------------------------------------------------------
Secured creditor San Pedro Investment, LLC, asks the U.S.
Bankruptcy Court for the Central District of California to deny
confirmation of Raha Lakes Enterprises, LLC, and Mehr in Los
Angeles Enterprises, LLC's First Amended Joint Plan of
Reorganization.

According to SPI, the Plan cannot be confirmed because, among
other things:

   1. the Plan doe not provide adequate means for its
      implementation;

   2. the Plan does not comply with the good faith requirement;
      and

   3. the plan does not comply with the best interest of
      creditors test.

As of July 31, 2013, the Debtors owe SPI the total sum of
$9,583,156.

Raymond H. Aver, Esq., at the Law Offices of Raymond H. Aver, and
Heesok Park, Esq., at Park & Lim, represent San Pedro Investment,
LLC

As reported in the Troubled Company Reporter on June 5, 2013,
Judge Ernest Robles approved the first amended disclosure
statement describing the First Amended Plan of Reorganization
filed by the Debtors and scheduled the hearing on the confirmation
of the Plan for Aug. 22, 2013, at 10 a.m.  The Plan will be funded
from the following sources and in the following order of priority:
(1) the operation of the Debtors' real property at 900 South San
Pedro Street, Los Angeles, in the South-East corner of 9th Street
and San Pedro Street, in the Garment District in Downtown Los
Angeles, (2) the refinance or sale of the Property, and (3)
contributions from the Debtors' principal owner, Kayhan Shakib.

Specifically, the Plan provides that:

  * San Pedro Investment, LLC's first priority secured claim
(Class 1 - $6,144,820) will continue to be secured by the
Property.  The SPI Secured Claim will accrue interest after the
Effective Date at a rate of 5 1/2% per year and will be due in
3 years with payments amortized over 360 months and paid in equal
monthly installments of $30,000.  The Principal balance will be
due on the last day of the 36th month following the first month
after the Effective Date.

  * San Pedro Investment's second priority secured claim (Class 2
- $2,563,570) will continue to be secured by the Property.  The
SPI Secured Claim will accrue interest after the Effective Date at
a rate of 5 1/2% per year and will be due in 3 years with payments
amortized over 360 months and paid in equal monthly installments
of $30,000.  The Principal balance will be due on the last day of
the 36th month following the first month after the Effective Date.

  * Unsecured claims (Class 4) in the approximate amount of
$369,597, to the extent not disputed, will be paid a total of 100%
of the Allowed Claim on a monthly basis over 2 years from the
Effective Date with the first payment on the 90th day after the
Effective Date.  Of the Class 4 claims, $250,000 is the claim of
an insider.

  * Interest holders (Class 5) will retain their interests in the
Reorganized Debtors.

Michael S. Kogan, Esq., at Kogan Law Firm, APC, in Los Angeles,
California, represents the Debtors.

                         About Raha Lakes

Raha Lakes Enterprises, LLC, filed a Chapter 11 petition (Bankr.
C.D. Cal. Case No. 12-43422) on Oct. 3, 2012, in Los Angeles.
Raha Lakes, a single-asset real estate company, estimated assets
of at least $10 million and debt of at least $1 million.  The
company's principal asset is at 900 South San Pedro Street in Los
Angeles.  Raha Lakes disclosed $26,107,381 in assets and
$9,106,898 in liabilities as of the Chapter 11 filing.  The
petition was signed by Kayhan Shakib, managing member.

Mehr in Los Angeles Enterprises, LLC, filed a bare-bones Chapter
11 petition (Bankr. C.D. Cal. Case No. 12-43589) on Oct. 4,
2012, estimating assets of at least $10 million and liabilities of
at least $1 million.  The petition was signed by Yadollah Shakib,
managing member.

Judge Ernest M. Robles presides over the cases.  The Debtors are
represented by Michael S. Kogan, Esq., at Kogan Law Firm APC.

John Choi, Esq., at Kim Park Choi, in Los Angeles, represents
secured creditor San Pedro Investment, LLC, as counsel.


REGIONAL EMPLOYERS: Court Denies Bid to Employ Hangley Aronchick
----------------------------------------------------------------
The Bankruptcy Court, according to Regional Employers Assurance
Leagues Voluntary Employees' Beneficiary Association Trust's case
docket, denied the employment of Matthew A. Hamermesh, Esq., and
the law firm of Hangley Aronchick Segal Pudlin & Schiller as
counsel.

Regional Employers Assurance Leagues Voluntary Employees'
Beneficiary Association Trust, filed a Chapter 11 petition (Bankr.
E.D. Pa. Case No. 13-16440) on July 23, 2013.

The Debtor estimated assets at $50 million to $100 million and
debts at $1 million to $10 million.  The petition was signed by
John J. Koresko, V, director of trustee and administrator.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.


REGIONAL EMPLOYERS: Schedules and Statements Due Sept. 5
--------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of
Pennsylvania, according to Regional Employers Assurance Leagues
Voluntary Employees' Beneficiary Association Trust's case docket,
extended until Sept. 5, 2013, the deadline for the Debtor to file
its schedules of assets and liabilities, and statement of
financial affairs.

Regional Employers Assurance Leagues Voluntary Employees'
Beneficiary Association Trust, filed a Chapter 11 petition (Bankr.
E.D. Pa. Case No. 13-16440) on July 23, 2013.

The Debtor estimated assets at $50 million to $100 million and
debts at $1 million to $10 million.  The petition was signed by
John J. Koresko, V, director of trustee and administrator.

The Debtor did not file its list of largest unsecured creditors
when it filed its petition.

The Court has denied approval of the Debtor's request to employ
Matthew A. Hamermesh, Esq., and the law firm of Hangley Aronchick
Segal Pudlin & Schiller as counsel.


RESIDENTIAL CAPITAL: Fails to Halt FHFA Suit Against Ally
---------------------------------------------------------
Bill Rochelle, the bankruptcy columnist for Bloomberg News,
reports that Residential Capital LLC failed to persuade a federal
district judge that she should halt a lawsuit by the Federal
Housing Finance Agency against ResCap's non-bankrupt parent Ally
Financial Inc. and some of its affiliates.

The report notes that the ruling by U.S. District Judge Denise
Cote is significant because ResCap's pending Chapter 11
reorganization plan doesn't deprive the agency of its right to sue
Ally.  Consequently, Judge Cote's decision removes the last bar
preventing the agency from continuing its lawsuit against Ally.

The report recounts that in its role as conservator of the Federal
Home Loan Mortgage Corp., the agency sued ResCap, Ally, and
affiliates alleging there were false and misleading statements in
documents related to residential-mortgage backed securities that
Freddie Mac purchased.  After ResCap filed bankruptcy, the agency
dropped ResCap from the suit.  ResCap was Ally's mortgage-
servicing subsidiary.  ResCap started a lawsuit in bankruptcy
court contending that continuing to sue Ally and other non-
bankrupt affiliates was nonetheless a violation of the so-called
automatic bankruptcy stay.  Judge Cote took the suit out of
bankruptcy court. One week later, in July 2012, she ruled that the
lawsuit against Ally and nonbankruptcy affiliates could not be
halted because they weren't in Chapter 11. ResCap appealed.

According to the report, the U.S. Court of Appeals in Manhattan
heard argument on June 12 and issued an unsigned, five-page
opinion on July 15 sending the matter back to Judge Cote for
further findings on whether continuing the suit against Ally would
have "immediate adverse economic consequences" for ResCap.
Based on the "current factual record," Judge Cote rejected every
one of ResCap's arguments on issue of economic impact.  First, she
noted how ResCap admitted that participating in the turnover of
documents has no immediate impact since senior executives aren't
involved.

Shared insurance didn't require halting the suit, because ResCap's
reorganization plan gives the insurance to Ally.  Also, the $25
million deductible won't be exceeded anytime soon, thus not
exposing ResCap to a decrease in the amount of coverage.

Mr. Rochelle points out that the trial scheduled for January 2015
isn't a problem because ResCap intends to emerge from Chapter 11
in October.  ResCap's indemnification isn't a concern because Ally
gives releases to ResCap under the plan.  Finally, ResCap's fear
of being bound by a judgment against Ally doesn't present the
possibility of immediate consequences.

In short, ResCap, Mr. Rochelle states, might have succeeded in
halting the suit against Ally were it not for the settlement that
underpins the ResCap reorganization plan where disclosure
materials are up for approval at an Aug. 21 hearing. The plan is
based in large part on a settlement where Ally pays $2.1 billion
for a release of claims that could be brought by ResCap creditors.

The agency case in district court is Residential Capital LLC v.
Federal Housing Finance Agency, 12-cv-05116, U.S. District Court,
Southern District of New York (Manhattan).  The appeal was
Residential Capital LLC v. Federal Housing Finance Agency,
12-3342, Second U.S. Circuit Court of Appeals (New York).

                   About Residential Capital

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

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

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

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

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

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

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

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


RIVER CANYON: Water District Fails to Slow Down Confirmation
------------------------------------------------------------
The Hon. Judge Elizabeth E. Brown of the U.S. Bankruptcy Court for
the District of Colorado denied United Water & Sanitation
District's emergency motion for stay in the evaluation order, the
election order and the confirmation order in relation to the
Chapter 11 case of River Canyon Real Estate Investments, LLC,
pending an appeal.

The Court said there is greater public interest in ensuring the
case continues to an orderly, efficient resolution to maximize and
preserve the estate's assets and in allowing the Debtor an
opportunity to implement its confirmed Plan.  The Court said the
Debtor's overall reorganization prospects may fail if there is a
significant delay.

United, a purported creditor with a claim exceeding $10 million,
has objected at every stage of the process, including:

   i) March 19, 2013 minute order solely in relation to
      valuation;

  ii) March 26 order valuing security;

iii) July 29 order invalidating United's Section 1111(b)
      Election; and

  iv) July 31 order approving confirmation of Debtor's Plan of
      Reorganization and settlement with Beal Bank, USA and
      related judgment.

                        Plan Confirmation

On July 31, 2013, the Court entered an order confirming the
Debtor's Revised Fourth Amended Plan of Reorganization and
approving a settlement with Beal Bank.  The parties have agreed to
the bifurcation of Beal's claim into a $2,925,017 secured claim
and an approximately $33 million unsecured deficiency claim.  The
Debtor is required to deliver into escrow a set of documents that
would essentially deed to Beal the Debtor's ownership interest in
its real and personal property that comprises Beal's collateral.
In lieu of the transfer of ownership, the Debtor is given an
option to pay Beal its secured claim amount no later than Aug. 15,
2013.  If the Debtor makes the payment timely, then Beal will
cause the escrowed documents to be released to the Debtor, the
Debtor will retain ownership of its property, and Beal will
release its unsecured claim.

The Beal Agreement further obligates Beal to turnover to the
Debtor deposit accounts under Beal's control with a total balance
of approximately $680,000.  The Debtor is required to release any
and all claims it may have against Beal.  Beal must release its
claims against its guarantors, Glenn Jacks, managing member of MLC
Development, LLC, which is the manager of the Debtor, and two of
his business partners, Dan Hudick and Bill Hudick.  The Beal
Agreement requires court approval no later than July 31, 2013.

The Reorganized Debtor will fund its Plan obligations with cash
from operations and a $10 million exit financing facility.

A copy of the Plan is available for free at:

     http://bankrupt.com/misc/RIVER_CANYON_4plan.pdf

                        About River Canyon

River Canyon Real Estate Investments, LLC, is the developer of the
Ravenna residential real estate project in Douglas County,
Colorado and the owner of The Golf Club at Ravenna, among other
assets.  River Canyon filed a Chapter 11 petition (Bankr. D. Colo.
Case No. 12-20763) on May 23, 2012, in Denver as part of its
settlement negotiations with lender Beal Bank Nevada, and to
preserve the value of its assets.  At Beal Bank's behest, Cordes &
Company was named, effective Oct. 15, 2010, as receiver for the
643-acre real estate development with golf course in Douglas
County, Colorado.  The Debtor disclosed assets of $19.7 million
and liabilities of $45.3 million in its schedules.  The property
and golf course are estimated to be worth $11 million, and secures
a $45 million debt.  Judge Elizabeth E. Brown presides over the
case.  The Debtor is represented by Sender & Wasserman, P.C., as
its Chapter 11 counsel.  Alan Klein, Glenn Jacks, Dan Hudick, and
Bill Hudick own most of the Debtor.  Mr. Jacks, which has a 12.8%
membership interest, signed the Chapter 11 petition.

Richard A. Wieland, the U.S. Trustee for Region 19, was unable to
form an official committee of unsecured creditors because an
insufficient number of persons holding unsecured claims against
the Debtor have expressed interest in serving on a committee.  The
U.S. Trustee reserves the right to appoint such a committee should
interest develop among the creditors.


SEANERGY MARITIME: Gets NASDAQ Listing Compliance Extension Notice
------------------------------------------------------------------
Seanergy Maritime Holdings Corp. on Aug. 13 disclosed that it has
received a notice from the Nasdaq Capital Market, dated August 7,
2013, granting the Company an extension of time until October 28,
2013 to regain compliance with the NASDAQ Listing Rule 5550(b)(1).

Under the terms of the extension, on or before October 28, 2013,
the Company must furnish to the Securities and Exchange Commission
and NASDAQ a publicly available filing that, among other things,
evidences compliance with the minimum $2.5 million stockholders'
equity requirement.  In the event the Company does not satisfy the
terms of the extension, the Company expects to be notified that
its securities will be subject to delisting.  At that time, the
Company may appeal NASDAQ's determination to a Hearings Panel.

The Company is working on implementing a plan that it will enable
to regain compliance with the NASDAQ Listing Rule 5550(b)(1) by
October 28, 2013.

This notification has no effect on the listing status of the
Company's common stock at this time.

                           About Seanergy

Athens, Greece-based Seanergy Maritime Holdings Corp. is an
international company providing worldwide seaborne transportation
of dry bulk commodities.  The Company owns and operates a fleet
of seven dry bulk vessels that consists of three Handysize, two
Supramax and two Panamax vessels.  Its fleet carries a variety of
dry bulk commodities, including coal, iron ore, and grains, as
well as bauxite, phosphate, fertilizer and steel products.

In its audit report on the consolidated financial statements for
the year ended Dec. 31, 2012, Ernst & Young (Hellas) Certified
Auditors Accountants S.A., in Athens, Greece, expressed
substantial doubt about Seanergy Maritime's ability to continue
as a going concern.  The independent auditors noted that the
Company has not complied with the principal and interest
repayment schedule and with certain covenants of its loan
agreements, which in turn gives the lenders the right to call the
debt.  "In addition, the Company has a working capital deficit,
recurring losses from operations, accumulated deficit and
inability to generate sufficient cash flow to meet its
obligations and sustain its operations."

The Company reported a net loss of US$193.8 million on US$55.6
million of net vessel revenue in 2012, compared with a net loss
of US$197.8 million on US$104.1 million of net vessel revenue in
2011.

As of March 31, 2013, the Company had US$93.01 million in total
assets, US$193.56 million in total liabilities and a US$100.54
million total deficit.


SELECT TREE: Damon Morey's Work to Include Probate Matters
----------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of New York
authorized the expansion of the scope of Damon Morey LLP's
employment as general counsel for individual debtors George A.
Schichtel and Debra G. Schichtel to include probate matters in
Erie County surrogate court, together with other relief as is just
and equitable.

Select Tree Farms, Inc., filed a Chapter 11 petition (Bankr.
W.D.N.Y. Case No. 12-10669) on March 7, 2012.  Select Tree Farms
scheduled $11,450,989 in assets and $5,959,983 in liabilities.
The petition was signed by George A. Schichtel, president.

The Debtor's owner, George A. Schichtel and Debra G. Schichtel,
filed for Chapter 11 bankruptcy on the same day (Bankr. W.D.N.Y.
Case No. 12-10670).  Ms. Schichtel suffered a stroke around
October 2012 and became comatose and was intubated.  She passed
away Nov. 14, 2012.

Judge Carl L. Bucki presides over the case.  William F. Savino,
Esq., and Beth Ann Bivona, Esq., at Damon Morey LLP, serve as the
Debtors' counsel.  NextPoint LLC serves as the Debtors' financial
advisor.

Garry M. Graber, Esq., and Steven W. Wells, Esq., at Hodgson Russ
LLP, represent Evans Bank, N.A., the primary secured creditor.


SIMON WORLDWIDE: Amends Report on Three Lions LLC Agreement
-----------------------------------------------------------
Simon Worldwide, Inc., amended its report regarding its into the
Limited Liability Company Agreement of Three Lions Entertainment,
LLC.  The amendment was in response to a request from the
Securities and Exchange Commission to include the exhibits to the
LLC Agreement, which had been omitted from the Company's prior
Form 8-K and Form 8-K/A filings.

On March 18, 2013, the Company, together with Richard Beckman,
Joel Katz and OA3, LLC, entered into the Limited Liability Company
Agreement of Three Lions Entertainment.  Pursuant to the LLC
Agreement, the Company made an initial capital contribution of
$3,150,000 to acquire 600,000 investor membership units
representing 60 percent of the voting power of Three Lions,
subject to certain major decisions that require the unanimous
approval of either the members of Three Lions or its Executive
Board.

A copy of the LLC Agreement is available for free at:

                        http://is.gd/t92LUh

                       About Simon Worldwide

Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) no longer
has any operating business.  Prior to August 2001, the Company
operated as a multi-national full-service promotional marketing
company, specializing in the design and development of high-impact
promotional products and sales promotions.  At Dec. 31, 2009,
the Company held an investment in Yucaipa AEC Associates, LLC, a
limited liability company that is controlled by the Yucaipa
Companies, a Los Angeles, California based investment firm.
Yucaipa AEC in turn principally held an investment in the common
stock of Source Interlink Companies, a direct-to-retail magazine
distribution and fulfillment company in North America, and a
provider of magazine information and front-end management services
for retailers and a publisher of approximately 75 magazine titles.
Yucaipa AEC held this investment in Source until April 28, 2009,
when Source filed a pre-packaged plan of reorganization under
Chapter 11 of the U.S. Bankruptcy Code.

Simon Worldwide disclosed a net loss of $1.52 million on $0
revenue for the year ended Dec. 31, 2012, as compared with a net
loss of $1.97 million on $0 revenue in 2011.  The Company's
balance sheet at March 31, 2013, showed $7.17 million in total
assets, $98,000 in total liabilities, all current, and $7.07
million in total stockholders' equity.


SINCLAIR BROADCAST: Had $18 Million Net Income in 2nd Quarter
-------------------------------------------------------------
Sinclair Broadcast Group, Inc., reported net income of $18.05
million on $314.15 million of total revenues for the three months
ended June 30, 2013, as compared with net income of $30.13 million
on $251.07 million of total revenues for the same period during
the prior year.

For the six months ended June 30, 2013, the Company posted net
income of $34.92 million on $596.77 million of total revenues, as
compared with net income of $59.20 million on $473.44 million of
total revenues for the same period a year ago.

As of June 30, 2013, the Company had $3.34 billion in total
assets, $2.95 billion in total liabilities and $386 million in
total stockholders' equity.

"The first half of 2013 has been very successful for the Company,
not only with respect to the Company's results but on growing our
platform through additional acquisitions of broadcast assets,
especially our most recently announced planned acquisition of the
Allbritton stations and their local news cable/satellite channel,"
commented David Smith, president and CEO of Sinclair.  "Since
April 1, 2013, we have announced definitive agreements for the
acquisition of 35 additional stations bringing the total number of
acquired or announced stations in the past two years to 91.  The
effect is to not only grow our national footprint and reach, but
to unlock operating synergies, gain access to valuable spectrum,
and build a platform whereby we can expand content offerings and
shape the future of the broadcast industry.  We are excited about
the successes we have achieved and the additional value that we
have created and anticipate creating for our shareholders."

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

                        http://is.gd/qaII01

                      About Sinclair Broadcast

Based in Baltimore, Maryland, Sinclair Broadcast Group, Inc.
(Nasdaq: SBGI) -- http://www.sbgi.net/-- one of the largest and
most diversified television broadcasting companies, currently owns
and operates, programs or provides sales services to 58 television
stations in 35 markets.  The Company's television group reaches
roughly 22% of U.S. television households and includes FOX,
ABC, CBS, NBC, MNT, and CW affiliates.

"Any insolvency or bankruptcy proceeding relating to Cunningham,
one of our LMA partners, would cause a default and potential
acceleration under the Bank Credit Agreement and could,
potentially, result in Cunningham's rejection of our seven LMAs
with Cunningham, which would negatively affect our financial
condition and results of operations," the Company said in its
annual report for the period ended Dec. 31, 2012.

                           *     *     *

As reported by the TCR on Feb. 24, 2011, Standard & Poor's Ratings
Services raised its corporate credit rating on Sinclair to 'BB-'
from 'B+'.  The rating outlook is stable.  "The 'BB-' rating on
Sinclair reflects S&P's expectation that the company could keep
its lease-adjusted debt to EBITDA below historical levels
throughout the election cycle, absent a reversal of economic
growth, meaningful debt-financed acquisitions, or significant
shareholder-favoring measures," explained Standard & Poor's credit
analyst Deborah Kinzer.

In September 2010, Moody's raised its ratings for Sinclair
Broadcast and subsidiary Sinclair Television Group, including the
Corporate Family Rating and Probability-of-Default Rating, each to
Ba3 from B1, and the ratings for individual debt instruments.
Moody's also assigned a B2 (LGD 5, 87%) rating to the proposed
$250 million issuance of Senior Unsecured Notes due 2018 by STG.
The Speculative Grade Liquidity Rating remains unchanged at SGL-2.
The rating outlook is now stable.

SOUND SHORE: Committee Can Retain Alston & Bird as Lead Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Sound Shore Medical Center of Westchester, et
al., sought and obtained authority from Judge Robert Drain of the
U.S. Bankruptcy Court for the Southern District of New York to
retain Alston & Bird LLP as counsel.

The firm will be paid the following hourly rates: paid $420 to
$1,150 for partners, $375 to $935 for counsel, $210 to $695 for
associates, $100 to $335 for paralegals, and $75 to $165 for case
clerks.  The firm will also be reimbursed for any necessary out-
of-pocket expenses.

Martin G. Bunin, Esq. -- marty.bunin@alston.com -- a member of
Alston & Bird LLP, assured the Court that his firm is a
"disinterested person" as the term is defined in Section 101(14)
of the Bankruptcy Code and does not represent any interest adverse
to the Committee's.

                      About Sound Shore

Sound Shore Medical Center of Westchester, Mount Vernon Hospital
Inc., Howe Avenue Nursing Home and related entities sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on
May 29, 2013, in White Plains, New York.

The Debtors are the largest "safety net" providers for Southern
Westchester County in New York.  Affiliated with New York Medical
College, Sound Shore is a not-for-profit 242-bed, community based-
teaching hospital located in New Rochelle, New York.  Mountain
Vernon Hospital is a voluntary, not-for-profit 176-bed hospital
located in Mount Vernon, New York.  Howe Avenue Nursing Home is a
150-bed, comprehensive facility.

The Debtors tapped Burton S. Weston, Esq., at Garfunkel Wild, P.C.
as counsel; Alvarez & Marsal Healthcare Industry Group, LLC, as
financial advisors; and GCG Inc., as claims agent.

The Debtors are seeking to sell their assets to the Montefiore
health system.  In June 2013, Montefiore added $4.75 million to
its purchase offer for Sound Shore Medical Center and Mount Vernon
Hospital to speed up the sale.  Montefiore raised its bid to
$58.75 million plus furniture and equipment as part of a request
for a private sale of the bankrupt New Rochelle and Mount Vernon
hospitals, which the Bronx-based health system would like to buy
by August 2.  Montefiore is represented by Togut, Segal & Segal
LLP.

Sound Shore disclosed assets of $159.6 million and liabilities
totaling $200 million.  Liabilities include a $16.2 million
revolving credit and a $5.8 million term loan with Midcap
Financial LLC.  There is $9 million in mortgages with Sun Life
Assurance Co. of Canada (US) and $11.5 million owing to the New
York State Dormitory Authority.


SPOKANE RACEWAY: 9th Cir. BAP Affirms Final Decree Closing Case
---------------------------------------------------------------
The U.S. Bankruptcy Appellate Panel, Ninth Circuit, tossed
creditor Orville Moe's appeal from the order of the bankruptcy
court entering a final decree and closing the chapter 11 case of
Spokane Raceway Park, Inc.

"Moe's arguments have all been previously advanced and rejected,
and no reason exists to revisit his complaints. The bankruptcy
court did not abuse its discretion in entering the final decree
and closing the chapter 11 case," the BAP said.

The Chapter 11 Trustee proposed a liquidating plan on Nov. 7,
2009.  Based on funds received from a settlement with the
Washington Motorsports Limited and the Kalispel Indian Tribe, the
plan proposed a distribution by the Trustee that would pay 100
percent of the creditors' claims.

Mr. Moe -- president of the Debtor and, with his brothers, owner
of 90 percent of the shares of the Debtor -- contested
confirmation of that plan, relying on substantially the same
grounds that he had opposed the Settlement Agreement.  After a
hearing, the bankruptcy court confirmed the plan in an order
entered March 16, 2010.  Mr. Moe appealed the bankruptcy court's
decision to confirm the plan to the District Court for the Eastern
District of Washington.  The district court dismissed the appeal
on September 10, 2010, because Mr. Moe failed "to address the
underlying procedural or substantive reasons for the appeal."

On Oct. 30, 2010, the Chapter 11 Trustee filed his Final Account
and Motion for Order Entering Final Decree.  The Chapter 11
Trustee certified to the bankruptcy court that the chapter 11 case
had been fully administered.  Mr. Moe objected to Trustee's motion
and entry of the order for essentially the same reasons he had
objected to approval of the Settlement Agreement and to
confirmation of the plan, insisting that the case should remain
open so the bankruptcy court could reconsider the Settlement
Agreement and his allegations of improper actions by the Chapter
11 Trustee.

The appellate case is, ORVILLE MOE, Appellant, v. JOHN D. MUNDING,
Chapter 11, Trustee, Appellee, Bap No. EW-12-1659-PaJuTa (9th Cir.
BAP).  A copy of the BAP's Aug. 2 Memorandum is available at
http://is.gd/lS4ymzfrom Leagle.com.

Headquartered in Spokane, Washington, Spokane Raceway Park Inc.
-- http://www.spokaneracewaypark.com/-- operated a 2.5 mile Grand
Prix Road Course and racing facility.  The Debtor filed for
chapter 11 protection on Aug. 17, 2006 (Bankr. E. D. Wash. Case
No. 06-01966).  Bruce R. Boyden, Esq., in Spokane, Washington,
represented the Debtor.  John Munding, Esq., was appointed to
oversee the Debtor as Chapter 11 Trustee.  When the Debtor filed
for protection from its creditors, it listed total assets of
$62,904,383 and total debts of $2,252,748.


SPRINGLEAF FINANCE: Reports $25.1 Million Net Income in 2nd Qtr.
----------------------------------------------------------------
Springleaf Finance Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing
net income of $25.12 million on $193.26 million of net interest
income for the three months ended June 30, 2013, as compared with
a net loss of $43.24 million on $137.74 million of net interest
income for the same period during the prior year.

For the six months ended June 30, 2013, the Company reported net
income of $17.71 million on $375.96 million of net interest
income, as compared with a net loss of $91.20 million on $299.25
million of net interest income for the same period a year ago.

As of June 30, 2013, the Company had $13.47 billion in total
assets, $12.18 billion in total liabilities and $1.28 billion in
total shareholders' equity.

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

                       http://is.gd/ovvSVQ

                     About Springleaf Finance

Springleaf was incorporated in Indiana in 1927 as successor to a
business started in 1920.  From Aug. 29, 2001, until the
completion of its sale in November 2010, Springleaf was an
indirect wholly owned subsidiary of AIG.  The consumer finance
products of Springleaf and its subsidiaries include non-conforming
real estate mortgages, consumer loans, retail sales finance and
credit-related insurance.

                           *     *     *

The Troubled Company Reporter said on Feb. 8, 2012, that Standard
& Poor's Ratings Services lowered its issuer credit rating on
Springleaf Finance Corp. and its issue credit rating on the
company's senior unsecured debt to 'CCC' from 'B'.  Standard &
Poor's also said it lowered its issue credit ratings on
Springfield's senior secured debt to 'CCC+' from 'B+' and on the
company's preferred debt to 'CC' from 'CCC-'.  The outlook on
Springleaf's issuer credit rating is negative.

"Springleaf's announcement that it will shut down about 60
branches and stop lending in 14 states highlights the operating,
funding, and liquidity challenges that the firm faces as it works
to pay down the $2 billion of debt coming due in 2012 and to
establish a stable long-term funding strategy.  The downgrade also
reflects the company's poor earnings, exposure to weak residential
markets and uncertainty about its ability to refinance debt or
securitize assets over the coming year.  We believe that should
its funding or securitization options become unavailable, the
company will not have enough liquidity to survive 2012, and in
that case a distressed debt exchange would be likely.  The company
has retained financial advisors to assess its options," S&P said.

As reported by the TCR on Sept. 11, 2012, Fitch Ratings has
withdrawn the 'CCC' IDR assigned to Springleaf Finance, Inc., as
the entity no longer exists.

In the June 5, 2012, edition of the TCR, Moody's Investors Service
downgraded Springleaf Finance Corporation's senior unsecured and
corporate family ratings to Caa1 from B3.  The downgrade reflects
Springleaf's funding constraints and uncertain liquidity outlook,
increased operational stresses, and record of operating losses
since early 2008.


STACY'S INC: May Hire Ouzts as Financial Advisor & Accountant
-------------------------------------------------------------
Stacy's Inc. has obtained authorization from the Hon. David R.
Duncan of the U.S. Bankruptcy Court for the District of South
Carolina to employ Ouzts, Ouzts & Varn, P.C., as financial advisor
and accountant.

As reported by the Troubled Company Reporter on June 26, 2013,
Ouzts, as financial advisor and accountant, will receive $265 per
hour as compensation for its services.  The firm will waive any
and all claims relating to services rendered prepetition.

                        About Stacy's Inc.

Stacy's Inc., a commercial greenhouse in York, South
Carolina, filed a Chapter 11 petition on June 21 (Bankr. D. S.C.
Case No. 13-03600) in Spartanburg, South Carolina, with a deal to
sell the business for $17 million to Metrolina Greenhouses, absent
higher and better offers.

Stacy's -- http://www.stacysgreenhouses.com/-- has 16 acres of
greenhouses on three farms aggregating 260 acres in York, South
Carolina.  The business employs 1,000 people during its peak
season.  The biggest customers include Home Depot, Lowe's, Wal-
Mart, Tractor Supply Company, Costco, and Harris Teeter.  The
secured lender is Bank of the West, owed $22.1 million secured by
liens on the assets.

The Debtor disclosed $26.4 million in total assets and $31.4
million in liabilities in its schedules.  The secured lender is
Bank of the West, owed $22.1 million secured by liens on the
assets.

The Debtor has tapped Barton Law Firm, P.A, as bankruptcy counsel;
SSG Advisors, LLC, as its investment banker; and Faulkner and
Thompson, P.A., to provide limited accounting services.


STACY'S INC: Has Nod to Hire Barton Law as Bankruptcy Counsel
-------------------------------------------------------------
The Hon. David R. Duncan of the U.S. Bankruptcy Court for the
District of South Carolina has granted Stacy's Inc. permission to
employ Barton Law Firm, P.A., as bankruptcy counsel.

As reported by the Troubled Company Reporter on June 26, 2013, the
Debtor has agreed to pay Barton at its regular hourly rates, plus
costs and expenses.  The hourly rates are:

                                  Hourly Rate
                                  -----------
   Barbara George Barton, Esq.       $400
   Christine, E. Brimm, Esq.         $275
   Adam j. Floyd, SC, Esq.           $250
   Kathy H. Handrock, Paralegal      $125

                        About Stacy's Inc.

Stacy's Inc., a commercial greenhouse in York, South
Carolina, filed a Chapter 11 petition on June 21 (Bankr. D. S.C.
Case No. 13-03600) in Spartanburg, South Carolina, with a deal to
sell the business for $17 million to Metrolina Greenhouses, absent
higher and better offers.

Stacy's -- http://www.stacysgreenhouses.com/-- has 16 acres of
greenhouses on three farms aggregating 260 acres in York, South
Carolina.  The business employs 1,000 people during its peak
season.  The biggest customers include Home Depot, Lowe's, Wal-
Mart, Tractor Supply Company, Costco, and Harris Teeter.  The
secured lender is Bank of the West, owed $22.1 million secured by
liens on the assets.

The Debtor disclosed $26.4 million in total assets and $31.4
million in liabilities in its schedules.  The secured lender is
Bank of the West, owed $22.1 million secured by liens on the
assets.

The Debtor has tapped Ouzts, Ouzts & Varn, P.A., as its financial
advisor; SSG Advisors, LLC, as its investment banker; and Faulkner
and Thompson, P.A., to provide limited accounting services.


STACY'S INC: May Hire Faulkner & Thompson for Accounting Services
-----------------------------------------------------------------
The Hon. David R. Duncan of the U.S. Bankruptcy Court for the
District of South Carolina has granted Stacy's Inc. authorization
to employ Faulkner and Thompson, P.A., to provide limited
accounting services to the Debtor.

As reported by the Troubled Company Reporter on June 26, 2013,
Faulkner will prepare financial statements for the Debtor's fiscal
year ending June 2, 2013, as required with the asset purchase
agreement with MG Acquisition, Inc.  The Debtor has agreed to pay
the firm at the regular hourly rates:

      Staff Level             Hourly Rate
      -----------             -----------
      Partner                     $240
      Manager                     $185
      Senior                      $150
      Staff Accountant            $130
      Paraprofessional             $80

                        About Stacy's Inc.

Stacy's Inc., a commercial greenhouse in York, South
Carolina, filed a Chapter 11 petition on June 21 (Bankr. D. S.C.
Case No. 13-03600) in Spartanburg, South Carolina, with a deal to
sell the business for $17 million to Metrolina Greenhouses, absent
higher and better offers.

Stacy's -- http://www.stacysgreenhouses.com/-- has 16 acres of
greenhouses on three farms aggregating 260 acres in York, South
Carolina.  The business employs 1,000 people during its peak
season.  The biggest customers include Home Depot, Lowe's, Wal-
Mart, Tractor Supply Company, Costco, and Harris Teeter.  The
secured lender is Bank of the West, owed $22.1 million secured by
liens on the assets.

The Debtor disclosed $26.4 million in total assets and $31.4
million in liabilities in its schedules.  The secured lender is
Bank of the West, owed $22.1 million secured by liens on the
assets.

The Debtor has tapped Barton Law Firm, P.A, as bankruptcy counsel;
Ouzts, Ouzts & Varn, P.A., as its financial advisor; and SSG
Advisors, LLC, as its investment banker.


STACY'S INC: Has OK to Hire SSG Advisors as Investment Banker
-------------------------------------------------------------
Stacy's Inc. has obtained permission from the Hon. David R. Duncan
of the U.S. Bankruptcy Court for the District of South Carolina to
employ SSG Advisors, LLC, as investment banker.

As reported by the Troubled Company Reporter on June 26, 2013,
SSG, as investment banker, will be paid: (i) an initial fee of
$12,500; (ii) monthly fees of $25,000 payable on the first of each
month; and (iii) upon closing of a sale, a sale fee equal to the
greater of (a) $350,000, or (b) 3% of the total consideration,
provided that if the sale is made to MG Acquisition without an
auction, the sale fee will be $350,000.

                        About Stacy's Inc.

Stacy's Inc., a commercial greenhouse in York, South
Carolina, filed a Chapter 11 petition on June 21 (Bankr. D. S.C.
Case No. 13-03600) in Spartanburg, South Carolina, with a deal to
sell the business for $17 million to Metrolina Greenhouses, absent
higher and better offers.

Stacy's -- http://www.stacysgreenhouses.com/-- has 16 acres of
greenhouses on three farms aggregating 260 acres in York, South
Carolina.  The business employs 1,000 people during its peak
season.  The biggest customers include Home Depot, Lowe's, Wal-
Mart, Tractor Supply Company, Costco, and Harris Teeter.  The
secured lender is Bank of the West, owed $22.1 million secured by
liens on the assets.

The Debtor disclosed $26.4 million in total assets and $31.4
million in liabilities in its schedules.  The secured lender is
Bank of the West, owed $22.1 million secured by liens on the
assets.

The Debtor has tapped Barton Law Firm, P.A, as bankruptcy counsel;
Ouzts, Ouzts & Varn, P.A., as its financial advisor; and Faulkner
and Thompson, P.A., to provide limited accounting services.


STACY'S INC: US Trustee Adds 2 Members to Creditors Committee
-------------------------------------------------------------
Judy A. Robbins, the United States Trustee for Region 4, has added
Michelle R. Doiron of Sun Gro Horticulture Distribution, Inc., and
Andy Stavrou of Ball Seed Company to the official committee of
unsecured creditors of Stacy's Inc.

The seven-member Creditors Committee members now include:

      1. George E. Collins
         Vice President of Finance Attorney
         Summit Plastic Company
         1169 Brittain Road
         Akron, OH 44305
         Tel: (330) 633-3668
         Fax: (330) 633-9738

      2. R. William Metzger, Jr.
         Attorney
         Express Seed Company, Inc.
         P.O. Box 74352
         Cleveland, OH 44194
         Tel: (803) 227-1130
         Fax: (803) 744-1550

      3. Michael A. Tessitore
         Attorney
         Container Centralen, Inc.
         111 N. Orange Ave., Suite 900
         Orlando, FL 32801
         Tel: (407) 841-4141
         Fax: (407) 841-4148

      4. Jeffrey den Breejen
         President
         Ednie Flower Bulb, Inc.
         37 Fredon Marksboro
         Fredon, NJ 07860
         Tel: (973) 940-2700
         Fax: (973) 940-2839

      5. Nirmal Shah
         President
         Plants Unlimited, Inc.
         5995 Market Street
         Kalamazoo, MI 49048
         Tel: (269) 207-6941
         Fax: (269) 343-8136

      6. Michelle R. Doiron
         Credit Manager
         Sun Gro Horticulture Distribution, Inc.
         770 Silver Street
         Agawam, MA 01001
         Tel: (413) 523-0700
         Fax: (413) 523-0711

      7. Andy Stavrou
         Ball Seed Company
         622 Town Road
         West Chicago, IL 60185
         Tel: (630) 588-3256
         Fax: (630) 562-7611

                        About Stacy's Inc.

Stacy's Inc., a commercial greenhouse in York, South
Carolina, filed a Chapter 11 petition on June 21 (Bankr. D. S.C.
Case No. 13-03600) in Spartanburg, South Carolina, with a deal to
sell the business for $17 million to Metrolina Greenhouses, absent
higher and better offers.

Stacy's -- http://www.stacysgreenhouses.com/-- has 16 acres of
greenhouses on three farms aggregating 260 acres in York, South
Carolina.  The business employs 1,000 people during its peak
season.  The biggest customers include Home Depot, Lowe's, Wal-
Mart, Tractor Supply Company, Costco, and Harris Teeter.  The
secured lender is Bank of the West, owed $22.1 million secured by
liens on the assets.

The Debtor disclosed $26.4 million in total assets and $31.4
million in liabilities in its schedules.  The secured lender is
Bank of the West, owed $22.1 million secured by liens on the
assets.

The Debtor has tapped Barton Law Firm, P.A, as bankruptcy counsel;
Ouzts, Ouzts & Varn, P.A. as its financial advisor; SSG Advisors,
LLC, as its investment banker; and Faulkner and Thompson, P.A., to
provide limited accounting services.


STACY'S INC: Committee Has Nod to Hire Moore & Van as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Stacy's Inc.
sought and obtained permission from the Hon. David R. Duncan of
the U.S. Bankruptcy Court for the District of South Carolina to
retain Moore & Van Allen, PLLC, as counsel for the Committee,
effective June 29, 2013.

MVA will, among other things, assist in the investigation of the
acts, conduct, assets, liabilities and financial condition of the
Debtor, the operation of the Debtor's business and any other
matters relevant to the case or to the formulation of a plan of
reorganization or liquidation.

The Committee and MVA have agreed that MVA will be employed on a
general retainer and that MVA attorneys will bill at their
customary hourly rates:

      Robert A. Kerr, Jr.           $340
      Reid Dyer                     $250

To the best of the Committee's knowledge, MVA does not hold or
represent an interest adverse to the Debtor and is a
"disinterested person" as that term is defined in U.S.C. Sec.
101(14).

                        About Stacy's Inc.

Stacy's Inc., a commercial greenhouse in York, South
Carolina, filed a Chapter 11 petition on June 21 (Bankr. D. S.C.
Case No. 13-03600) in Spartanburg, South Carolina, with a deal to
sell the business for $17 million to Metrolina Greenhouses, absent
higher and better offers.

Stacy's -- http://www.stacysgreenhouses.com/-- has 16 acres of
greenhouses on three farms aggregating 260 acres in York, South
Carolina.  The business employs 1,000 people during its peak
season.  The biggest customers include Home Depot, Lowe's, Wal-
Mart, Tractor Supply Company, Costco, and Harris Teeter.  The
secured lender is Bank of the West, owed $22.1 million secured by
liens on the assets.

The Debtor disclosed $26.4 million in total assets and $31.4
million in liabilities in its schedules.  The secured lender is
Bank of the West, owed $22.1 million secured by liens on the
assets.

The Debtor has tapped Barton Law Firm, P.A, as bankruptcy counsel;
Ouzts, Ouzts & Varn, P.A., as its financial advisor; SSG Advisors,
LLC, as its investment banker; and Faulkner and Thompson, P.A., to
provide limited accounting services.


STACY'S INC: Has Court OK to Use Cash Collateral Through Aug. 16
----------------------------------------------------------------
The Hon. David R. Duncan of the U.S. Bankruptcy Court for the
District of South Carolina has granted Stacy's Inc. authorization
to use, on an interim basis, the cash collateral through Aug. 16,
2013.

Counsel for primary secured creditor Bank of the West and the
Committee of Unscured Creditors have consented to the Debtor's use
of cash collateral through Aug. 16, 2013.

A hearing on the cash collateral use will be held on Aug. 12,
2013, at 9:00 a.m.

As reported by the Troubled Company Reporter on July 4, 2013, the
Debtor previously won interim approval from the Court to use cash
collateral to allow the Debtor to continue operation of the
business.  The order provided that use of cash will be in
accordance with the new interim budget, which contains cash
collateral projections through July 26, 2013.

The Debtor is seeking approval to use cash collateral through
Aug. 31, 2013.  The Debtor says that it would be forced to cease
operations and lay off over 800 current employees if access to
Bank of the West's cash collateral is not granted.  The Debtor
says that it will only be using cash collateral for a short period
of time as it expects to close the assets sale by Aug. 30.

                        About Stacy's Inc.

Stacy's Inc., a commercial greenhouse in York, South
Carolina, filed a Chapter 11 petition on June 21 (Bankr. D. S.C.
Case No. 13-03600) in Spartanburg, South Carolina, with a deal to
sell the business for $17 million to Metrolina Greenhouses, absent
higher and better offers.

Stacy's -- http://www.stacysgreenhouses.com/-- has 16 acres of
greenhouses on three farms aggregating 260 acres in York, South
Carolina.  The business employs 1,000 people during its peak
season.  The biggest customers include Home Depot, Lowe's, Wal-
Mart, Tractor Supply Company, Costco, and Harris Teeter.  The
secured lender is Bank of the West, owed $22.1 million secured by
liens on the assets.

The Debtor disclosed $26.4 million in total assets and $31.4
million in liabilities in its schedules.  The secured lender is
Bank of the West, owed $22.1 million secured by liens on the
assets.

The Debtor has tapped Barton Law Firm, P.A, as bankruptcy counsel;
Ouzts, Ouzts & Varn, P.A., as its financial advisor; SSG Advisors,
LLC, as its investment banker; and Faulkner and Thompson, P.A., to
provide limited accounting services.


STANFORD GROUP: Judge Says 3 Brokers Violated Securities Laws
-------------------------------------------------------------
Administrative Law Judge Carol Fox Foelak in Washington D.C. on
Aug. 2 issued an Initial Decision concluding that Daniel Bogar
(Bogar), Bernerd E. Young (Young), and Jason T. Green (Green)
violated the antifraud provisions of the federal securities
laws while employed at a broker-dealer owned by convicted Ponzi-
schemer R. Allen Stanford.  The Initial Decision orders Bogar et
al. to cease and desist from further violations and bars them from
the securities industry.  Additionally, the Initial Decision
orders disgorgement of ill-gotten gains by Bogar ($1,555,485.75
plus prejudgment interest), Young ($591,992.46 plus prejudgment
interest), and Green ($2,613,506.47) and orders each to pay a
third-tier civil penalty of $260,000.  A copy of the Initial
Decision is available at:

     http://www.sec.gov/alj/aljdec/2013/id502cff.pdf

Young served as chief compliance officer for Stanford' defunct
brokerage.

                       About Stanford Group

The Stanford Financial Group was a privately held international
group of financial services companies controlled by Allen
Stanford, until it was seized by United States (U.S.) authorities
in early 2009.

Domiciled in Antigua, Stanford International Bank Limited --
http://www.stanfordinternationalbank.com/-- is a member of
Stanford Private Wealth Management, a global financial services
network with US$51 billion in deposits and assets under
management or advisement.  Stanford Private Wealth Management
served more than 70,000 clients in 140 countries.

On Feb. 16, 2009, the United States District Court for the
Northern District of Texas, Dallas Division, signed an order
appointing Ralph Janvey as receiver for all the assets and
records of Stanford International Bank, Ltd., Stanford Group
Company, Stanford Capital Management, LLC, Robert Allen Stanford,
James M. Davis and Laura Pendergest-Holt and of all entities they
own or control.  The February 16 order, as amended March 12,
2009, directs the Receiver to, among other things, take control
and possession of and to operate the Receivership Estate, and to
perform all acts necessary to conserve, hold, manage and preserve
the value of the Receivership Estate.

The case in district court was Securities and Exchange Commission
v. Securities Investor Protection Corp., 11-mc-00678, U.S.
District Court, District of Columbia (Washington).

The U.S. Securities and Exchange Commission, on Feb. 17, charged
before the U.S. District Court in Dallas, Texas, Mr. Stanford and
three of his companies for orchestrating a fraudulent, multi-
billion dollar investment scheme centering on an US$8 billion
Certificate of Deposit program.

A criminal case was pursued against him in June before the U.S.
District Court in Houston, Texas.  Mr. Stanford pleaded not
guilty to 21 charges of multi-billion dollar fraud, money-
laundering and obstruction of justice.  Assistant Attorney
General Lanny Breuer, as cited by Agence France-Presse News, said
in a 57-page indictment that Mr. Stanford could face up to 250
years in prison if convicted on all charges.  Mr. Stanford
surrendered to U.S. authorities after a warrant was issued for
his arrest on the criminal charges.


STEWART INFORMATION: Fitch Raises Unsecured Debt Rating From 'BB+'
------------------------------------------------------------------
Fitch Ratings has upgraded Stewart Information Services Corp.'s
Issuer Default Rating (IDR) to 'BBB' from 'BBB-' and its senior
unsecured debt rating to 'BBB-' from 'BB+'. Fitch has also
upgraded the Insurer Financial Strength (IFS) ratings of Stewart's
insurance subsidiaries to 'A-' from 'BBB+'. The Rating Outlook is
Stable.

Key Rating Drivers

Fitch's upgrade of Stewart's ratings reflects a continued
improvement in operating results, sustained solid capitalization,
and increased reserve stability. The ratings also reflect strong
debt servicing capabilities as a result of low financial leverage
and solid earnings.

Stewart reported net earnings of $30.1 million (6.3% pretax
operating profit margin) in first-half 2013, more than double its
$12.8 million profit (2.4% pretax operating profit margin) during
the prior-year period. The improvement was driven by greater
revenue from title insurance operations, derived from an improving
housing market, coupled with lower title losses. This was somewhat
offset by a reduction in mortgage services revenues and lower
profit margins on this business.

Stewart's title insurance segment continued to build on the
earnings strength demonstrated in 2012. Title operating revenues
expanded 10% during first-half 2013 primarily due to improving
transaction volume and higher home prices. However, Fitch expects
this growth to be more muted during the second half of the year.
Open title orders reversed its upward trend in June due to lower
refinance activity. Stewart experienced a smaller decline in order
activity than peers due to its lower exposure to refinance
originations.

Fitch expects Stewart's operating revenues during second-half 2013
to be relatively flat with the prior-year period, as increased
commercial volume and residential purchase activity offsets the
decline in refinance activity. The company's lower and more
flexible cost structure should allow it to better match its
expenses with revenues.

Stewart's title policy losses continued to moderate during first-
half 2013, as older legacy years mature. Fitch believes that
maintaining a relatively higher loss provisioning rate during the
past several quarters has allowed Stewart to improve its reserve
position. The company reduced its provisioning rate to 5.9%
(excluding favorable reserve development) in second-quarter 2013
from 8.7% in the prior year quarter and 6.1% in first-quarter
2013. Stewart also reported $6.6 million of favorable reserve
development during second-quarter 2013 to reflect the reduction in
paid claims trends.

Stewart's mortgage services segment, which makes up less than 10%
of total revenues, reported lower revenue in second-quarter 2013.
This represents its first year-over-year drop since 2008, which
was prior to the proliferation of loan modifications. As the
housing market improves, demand for loan modification services has
declined. As a result, the company is targeting mortgage servicing
and REO-related services. This product shift is expected to result
in significantly lower profit margins as compared with the highs
of 45+% during the housing crisis. However, Fitch believes pretax
profit margins will remain attractive near 20% and will be further
boosted by significantly improved title insurance margins.

Stewart's capitalization remains solid with an improved risk-
adjusted capital (RAC) ratio of 161% at year-end 2012. The
improvement was largely due to 15% growth in surplus, along with a
statutory reserve redundancy benefit that added 8 percentage
points to the RAC score in 2012. On a non-risk-adjusted basis
(measured as net written premiums to surplus) the company's
capitalization is also solid at 3.4x.

Stewart's financial leverage ratio declined to a modest 5.1% as of
June 30, 2013, following a recent debt conversion. Similarly, the
company's debt servicing capabilities are strong at approximately
35x for the same period. Fitch does not expect a significant
change in the company's capital structure in the near term.

Rating Sensitivities

Key rating triggers that could lead to an upgrade include:

-- Profitability in line with rated peers particularly in industry
   down cycles;

-- Sustained favorable profitability indicated by an operating
   profit margin of 8% or better;

-- A strengthening of capital metrics, including a RAC ratio above
   175% and operating leverage below 4.0x;

-- Financial leverage ratio maintained below 15%.

Key rating triggers that could lead to a downgrade include:

-- Operating profit margin below 3%;

-- Capital deterioration whereby Stewart's RAC ratio drops
   below 125% and/or net written premiums to surplus increases
   above 4.5;

-- Financial leverage ratio above 20%; or

-- A large reserve charge that exceeds 5% of prior year surplus.

Fitch has upgraded the following ratings with a Stable Outlook:

Stewart Information Services Corp.
-- IDR to 'BBB' from 'BBB-';
-- $28 million 6% senior convertible notes due 2014 to 'BBB-'
   from 'BB+'.

Stewart Title Guaranty
-- IFS to 'A-' from 'BBB+'.

Stewart Title Insurance Company
-- IFS to 'A-' from 'BBB+'.


SUNSET MARINE: Tracker Marine Rift to Be Heard in Missouri Court
----------------------------------------------------------------
Puerto Rico Bankruptcy Judge Mildred Caban Flores granted the
request filed by defendants Tracker Marine, LLC, Bass Pro Group
and Mako Marine International, LLC, f/k/a Mako Marine
International, Inc., to dismiss the action, SUNSET MARINE OF
PUERTO RICO, INC., Plaintiff, v. TRACKER MARINE, LLC & MAKO MARINE
INTERNATIONAL, LLC, f/k/a MAKO MARINE INTERNATIONAL, INC., BASS
PRO GROUP, Defendants, Adv. Proc. No. 12-00411 (Bankr. D. P.R.),
on the basis of a forum selection clause requiring the dispute to
be heard in Missouri or in the alternative Tracker's request for
abstention, thereby dismissing the adversary action without
prejudice, pursuant to Fed. R. Bankr. P. 7012(b)(6) or 28 U.S.C.
Sec. 1334(c)(1), respectively.  The Puerto Rico Court modifies the
automatic stay to allow the U.S. District Court for the Western
District of Missouri action to continue to final, firm and
unappealable judgment. Tracker is barred by the automatic stay to
execute any judgment obtained against the debtor Sunset Marine;
however, Tracker may pursue the judgment, if any, in the
bankruptcy court.

The parties have been engaged in multiple lawsuits in the past two
years.

A copy of the Puerto Rico Court's July 24, 2013 Opinion and Order
is available at http://is.gd/JS1UKefrom Leagle.com.

Guaynabo, Puerto Rico-based Sunset Marine of Puerto Rico, Inc.,
dba Sunset Marine Charters, filed for Chapter 11 bankruptcy
(Bankr. D. P.R. Case No. 12-09083) on Nov. 14, 2012.  Juan Manuel
Suarez Cobo, Esq., at Legal Partners PSC, serves as the Debtor's
counsel.  The Debtor estimated $1 million to $10 million in both
assets and debts.  A list of the eight unsecured creditors filed
together with the petition is available for free at
http://bankrupt.com/misc/prb12-09083.pdf The petition was signed
by Juan Carlos Nieto Rodriguez, president.


SYNAGRO TECHNOLOGIES: Wants Until Nov. 20 to Decide on Leases
-------------------------------------------------------------
Synagro Technologies, Inc., et al., ask the U.S. Bankruptcy Court
for the District of Delaware to extend until Nov. 20, 2013, their
time to assume or reject unexpired leases of nonresidential real
property, including subleases or other agreements to which any of
the Debtors are party into.  The Court will hold a hearing on the
request on Aug. 20 at 10 a.m.

Synagro Technologies, Inc., based in Houston, Texas, is the
recycler of bio-solids and other organic residuals in the U.S. and
is one of the largest national companies focused exclusivity on
biosolids recycling, which has a market size of $2 billion.  The
Company was formed in 1986, under the name RPM Marketing, Inc.
Synagro's corporate headquarters is currently located in Houston,
Texas but is in the process of being transferred to White Marsh,
Maryland.  The Company also has offices in Lansdale, Pennsylvania,
Rayne, Louisiana, and Watertown, Connecticut.

Synagro Technologies and 29 affiliates sought Chapter 11
protection (Bankr. D. Del. Case no. 13-11041) on April 24, 2013.
The lead debtor estimated assets and debts at $10 million to
$50 million.  Synagro Technologies disclosed $8,714,426 in assets
and $430,489,161 in liabilities.

Synagro was owned by The Carlyle Group at the time of the
bankruptcy filing.  It was acquired in April 2007 by Carlyle in a
$741 million transaction.

Synagro is being advised by Mark S. Chehi, Esq., at the law firm
of Skadden Arps Slate Meagher & Flom, along with financial adviser
AlixPartners and investment bankers Evercore Partners.  Kurtzman
Carson & Consultants serves as notice and claims agent.

No creditors' committee has been appointed in the cases by the
United States Trustee.


SYNAGRO TECHNOLOGIES: Taps PricewaterhouseCoopers as Tax Advisor
----------------------------------------------------------------
Synagro Technologies, Inc., et al., ask the Bankruptcy Court for
permission to employ PricewaterhouseCoopers LLP as tax advisor.

According to the Debtors, since Feb. 12, 2013, PwC has been
providing tax services for the Debtors, including tax compliance
and additional recurring tax consulting and tax authorities
services.  PwC is primarily tasked with the preparation of the
Debtors' federal corporate and partnership tax returns for the
year ended Dec. 31, 2012.

In connection with the cases, the Debtors requested that PwC
provide tax consulting services.  Specifically, as of April 24,
PwC was engaged to provide:

   i) tax advice regarding the apportionment of ad valorem, real
      and personal property and similar tax liability among the
      Debtors and Synagro Infrastructure Company, Inc., an
      affiliate of EQT Infrastructure II Limited Partnership and
      the "Plan Sponsor" under the Plan, in connection with the
      restructuring transactions contemplated thereunder;

  ii) tax claims analysis, pursuant to which PwC will (a) analyze
      claims filed in the Debtors' chapter 11 cases by state and
      local taxing authorities for income, franchise, sales and
      use, property, business license, gross receipts and other
      similar taxes, in order to determine the validity and
      accuracy of such claims, and (b) lead negotiations with
      Taxing Authorities with respect to the Tax Claims; and

iii) tax advice relating to the tax consequences of the
      anticipated sale to the Plan Sponsor.

Professionals retained are subject to a monthly fee cap of
$10,000.  PwC expects to charge a flat fee of $25,000 for the
compliance services.

If additional or unexpected work is necessary to complete the
compliance services and related report(s), the Debtors will pay
PwC a fee based on agreed-upon rates.  PwC expects to charge its
customary hourly rates for such Services, which follow:

         Partner/Principal                      $575
         Director                               $420
         Manager                                $290
         Senior Associate                       $230
         Associate and other staff              $175
         Administrative                         $110
         Director                               $555
         Manager                                $400
         Senior Associate                       $275
         Associate and other staff           $180 - $200

With respect to the consulting services, PwC expects to charge its
customary hourly rates for the services, which follow:

         Partner/Principal                      $750
         Managing Director                      $600

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

The Court will hold a hearing on the engagement on Aug. 20, 2013,
at 10 a.m.

                         About Synagro

Synagro Technologies, Inc., based in Houston, Texas, is the
recycler of bio-solids and other organic residuals in the U.S. and
is one of the largest national companies focused exclusivity on
biosolids recycling, which has a market size of $2 billion.  The
Company was formed in 1986, under the name RPM Marketing, Inc.
Synagro's corporate headquarters is currently located in Houston,
Texas but is in the process of being transferred to White Marsh,
Maryland.  The Company also has offices in Lansdale, Pennsylvania,
Rayne, Louisiana, and Watertown, Connecticut.

Synagro Technologies and 29 affiliates sought Chapter 11
protection (Bankr. D. Del. Case no. 13-11041) on April 24, 2013.
The lead debtor estimated assets and debts at $10 million to
$50 million.  Synagro Technologies disclosed $8,714,426 in assets
and $430,489,161 in liabilities.

Synagro was owned by The Carlyle Group at the time of the
bankruptcy filing.  It was acquired in April 2007 by Carlyle in a
$741 million transaction.

Synagro is being advised by Mark S. Chehi, Esq., at the law firm
of Skadden Arps Slate Meagher & Flom, along with financial adviser
AlixPartners and investment bankers Evercore Partners.  Kurtzman
Carson & Consultants serves as notice and claims agent.

No creditors' committee has been appointed in the cases by the
United States Trustee.


T-L BRYWOOD: RCG-KC Brywood Wants Relief from Automatic Stay
------------------------------------------------------------
RCG-KC Brywood, LLC, successor by assignment to The PrivateBank &
Trust Co., asks the Bankruptcy Court for relief from automatic
stay in the Chapter 11 cases of T-L Brywood LLC to pursue state
law remedies.

On the Petition Date, RCG-KC asserts a claim of $12,258,454.
RCG-KC says the Debtor defaulted under the terms of the note, and
to avoid foreclosure, the Debtor filed a voluntary bankruptcy
petition.

RCG-KC adds that the Debtor, in its Disclosure Statement, admits
it has no equity in the property.   The Debtor estimates that the
value of the property is only $8,200,000.

Thomas M. Lombardo, Esq. -- tlombardo@ginsbergjacobs.com -- at
Ginsberg Jacobs LLC, represents RCG-KC Brywood.

The Court will consider the request at an Aug. 26, 2013, hearing
at 1 p.m.

                        About T-L Brywood

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No.12-09582) on March 12, 2012.  T-L Brywood owns and
operates a commercial shopping center known as the "Brywood
Centre" -- http://www.brywoodcentre.com/-- in Kansas City,
Missouri.  The Property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants.  The occupancy rate for the Property is
approximately 80%.

The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property.  As a result, the Debtor filed the
Chapter 11 case to protect the Property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.

Judge Donald R. Cassling oversees the case.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.

The Debtor disclosed total assets of $16,666,257 and total
liabilities of $13,970,622 in its schedules.  The petition was
signed by Richard Dube, president of Tri-Land Properties, Inc.,
manager.

The Plan filed in the Debtor's case is premised upon the deemed
substantive consolidation of the Debtors solely for purposes of
implementing the Plan, including for purposes of voting,
confirmation, distributions to creditors and administration.

PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.

No committee of creditors was appointed by the U.S. Trustee.


T-L BRYWOOD: Taps Shepard Schwartz as Accountants for Sole Member
-----------------------------------------------------------------
T-L Brywood, LLC, asks the U.S. Bankruptcy Court for the Northern
District of Indiana for permission to employ Mary Fuller, and the
accounting firm of Shepard Schwartz & Harris, LLP as accountants
for its sole member, Tri-Land Kansas City Investors, LLC, for the
tax year of 2012 and for other related matters.

Shepard Schwartz does not believe that it holds a prepetition
claim against the estate of the Debtor.  To the extent that such a
claim does exist, Shepard Schwartz agrees to waive that claim in
the event that the motion is granted.

Shepard Schwartz estimates that the total amount of billings for
the preparation of the tax returns will be approximately $5,400.

                        About T-L Brywood

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No.12-09582) on March 12, 2012.  T-L Brywood owns and
operates a commercial shopping center known as the "Brywood
Centre" -- http://www.brywoodcentre.com/-- in Kansas City,
Missouri.  The Property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants.  The occupancy rate for the Property is
approximately 80%.

The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property.  As a result, the Debtor filed the
Chapter 11 case to protect the Property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.

Judge Donald R. Cassling oversees the case.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.

The Debtor disclosed total assets of $16,666,257 and total
liabilities of $13,970,622 in its schedules.  The petition was
signed by Richard Dube, president of Tri-Land Properties, Inc.,
manager.

The Plan filed in the Debtor's case is premised upon the deemed
substantive consolidation of the Debtors solely for purposes of
implementing the Plan, including for purposes of voting,
confirmation, distributions to creditors and administration.

PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.

No committee of creditors was appointed by the U.S. Trustee.


T-L BRYWOOD: Wants Until Jan. 31 to Solicit Plan Acceptances
------------------------------------------------------------
T-L Brywood LLC asks the U.S. Bankruptcy Court for the Northern
District of Indiana to extend its exclusive period to solicit
acceptances for the Plan of Reorganization until Jan. 31, 2014.
The Debtor does not seek an extension of the time to file a Plan
because it has already filed a Plan of Reorganization.

The Debtor explains that it has been pursuing the administration
of the case with a view toward implementing a prompt exit
strategy.  The Debtor continues to seek financing sources to
replace the new lender or capital investments that would be
utilized to fund the Plan.

As reported in the Troubled Company Reporter on June 26, 2013,
according to the Disclosure Statement, the Plan provides for full
payment of Class 1 Claim of RCG-KC Brywood, LLC, Class 2 Claim of
CT Bank, Class 6 Claim of JC Collector, and Class 7 Claim of The
Conyers Tax Collectors.

Classes 3 to 5 Claim of CT Bank will receive monthly interest
payments until the claim is paid in full.

Class 8 Claim of the Smyrna Tax Collectors will be paid in full in
cash on the Effective Date or soon as practicable thereafter.

The Plan is premised upon the deemed substantive consolidation of
the Debtors solely for purposes of implementing the Plan,
including for purposes of voting, confirmation, distributions to
creditors and administration.  On the Effective Date, and for Plan
Implementation purposes only:

   1. the assets and liabilities of each of the Debtors will be
      treated as though such assets and liabilities were assets
      and liabilities of a single entity;

   2. the collective cash flow of all of the Debtors maybe
      utilized to pay for the operating expenses and the payments
      required under the plan for all Debtors; and

   3. inter-Debtor claims as of the filing of the Chapter 11
      cases, if any, are extinguished.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/T-L_BRYWOOD_ds.pdf

                        About T-L Brywood

T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill.
Case No.12-09582) on March 12, 2012.  T-L Brywood owns and
operates a commercial shopping center known as the "Brywood
Centre" -- http://www.brywoodcentre.com/-- in Kansas City,
Missouri.  The Property encompasses roughly 25.6 acres and
comprises 183,159 square feet of retail space that is occupied by
12 operating tenants.  The occupancy rate for the Property is
approximately 80%.

The Debtor and lender The PrivateBank and Trust Company reached an
impasse over the terms and conditions of another extension of a
mortgage loan on the Property.  As a result, the Debtor filed the
Chapter 11 case to protect the Property from foreclosure while the
Debtor formulates an exit strategy from the reorganization case.
As of the Petition Date, no foreclosure relating to the Property
had been filed by the Lender.

Judge Donald R. Cassling oversees the case.  The Debtor is
represented by David K. Welch, Esq., Arthur G. Simon, Esq., and
Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in
Chicago.

The Debtor disclosed total assets of $16,666,257 and total
liabilities of $13,970,622 in its schedules.  The petition was
signed by Richard Dube, president of Tri-Land Properties, Inc.,
manager.

The Plan filed in the Debtor's case is premised upon the deemed
substantive consolidation of the Debtors solely for purposes of
implementing the Plan, including for purposes of voting,
confirmation, distributions to creditors and administration.

PrivateBank is represented by William J. Connelly, Esq., at
Hinshaw & Culbertson LLP.

No committee of creditors was appointed by the U.S. Trustee.


TELETOUCH COMMUNICATIONS: Suspending Filing of Reports with SEC
---------------------------------------------------------------
Teletouch Communications, Inc., filed a Form 15 with the U.S.
Securities and Exchange Commission to voluntarily terminate the
registration of its common stock, par value $.001 per share.  As
of Aug. 6, 2013, there were 46 holders of the Company's common
shares.  As a result of the Form 15 filing, the Company will no
longer be obligated to file any periodic or other reports under
the Securities Exchange Act of 1934.

                          About Teletouch

Teletouch Communications, Inc., offers a comprehensive suite of
wireless telecommunications solutions, including cellular, two-way
radio, GPS-telemetry and wireless messaging.  Teletouch is an
authorized provider of AT&T (NYSE: T) products and services
(voice, data and entertainment) to consumers, businesses and
government agencies, as well as an operator of its own two-way
radio network in Texas.  Recently, Teletouch entered into national
agency and distribution agreements with Sprint (NYSE: S) and
Clearwire (NASDAQ: CLWR), providers of advanced 4G cellular
network services.  Teletouch operates a chain of 26 retail and
agent stores under the "Teletouch" and "Hawk Electronics" brands,
in conjunction with its direct sales force, customer care (call)
centers and various retail eCommerce Web sites including:
http://www.hawkelectronics.com/and http://www.hawkexpress.com/

Through its wholly-owned subsidiary, Progressive Concepts, Inc.,
Teletouch operates a national distribution business, PCI
Wholesale, primarily serving large cellular carrier agents and
rural carriers, as well as auto dealers and smaller consumer
electronics retailers, with product sales and support available
through http://www.pciwholesale.com/and
http://www.pcidropship.com/among other B2B oriented Web sites.

BDO USA, LLP, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statement for the year
ended May 31, 2012.  The independent auditors noted that the
Company has increasing working capital deficits, significant
current debt service obligations, a net capital deficiency along
with current and predicted net operating losses and negative cash
flows which raise substantial doubt about its ability to continue
as a going concern.

For the nine months ended Feb. 28, 2013, the Company incurred a
net loss of $622,000 on $14.94 million of total operating
revenues, as compared with net income of $4 million on $19.02
million of total operating revenues for the nine months ended
Feb. 29, 2012.  The Company's balance sheet at Feb. 28, 2013,
showed $10.38 million in total assets, $16.91 million in total
liabilities and a $6.53 million total shareholders' deficit.


THERAPEUTICSMD INC: Incurs $6 Million Net Loss in 2nd Quarter
-------------------------------------------------------------
TherapeuticsMD, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $6 million on $2.08 million of net revenues for the three
months ended June 30, 2013, as compared with a net loss of $11.85
million on $819,150 of net revenues for the same period during the
prior year.

For the six months ended June 30, 2013, the Company incurred a net
loss of $12.38 million on $3.61 million of net revenues, as
compared with a net loss of $25.13 million on $1.54 million of net
revenues for the same period a year ago.

The Company reported a net loss of $35.1 million on $3.8 million
of revenues in 2012, compared with a net loss of $12.9 million on
$2.1 million of revenues in 2011.

As of June 30, 2013, the Company had $43.06 million in total
assets, $4.59 million in total liabilities and $38.46 million i
total stockholders' equity.

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

                        http://is.gd/jcakfU

                       About TherapeuticsMD

Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a
women's healthcare product company focused on creating and
commercializing products targeted exclusively for women.  The
Company currently manufactures and distributes branded and generic
prescription prenatal vitamins as well as over-the-counter
vitamins and cosmetics.  The Company is currently focused on
conducting the clinical trials necessary for regulatory approval
and commercialization of advanced hormone therapy pharmaceutical
products designed to alleviate the symptoms of and reduce the
health risks resulting from menopause-related hormone
deficiencies.

In the auditors' report accompanying the consolidated financial
statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker
Berman & Company, in Somerset, New Jersey, expressed substantial
doubt about TherapeuticsMD's ability to continue as a going
concern, citing the Company's loss from operations of
approximately $16 million and negative cash flow from operations
of approximately $13 million.


THOBURN LIMITED: Banks Have Right to Vote on Plan
-------------------------------------------------
Bankruptcy Judge Robert G. Mayer in Alexandria, Virginia, issued a
Memorandum Opinion on Aug. 1, 2013, to answer the question
presented in the chapter 11 cases of Thoburn Limited Partnership,
and BDC Capital Inc. on who may vote on a chapter 11 plan and make
an Sec. 1111(b) election: the creditor or the bank with a security
interest in the creditor's claim.

Thoburn Limited Partnership, Hunter Mill East, L.L.C. and Hunter
Mill West, L.C. -- Thoburn Entities -- Mr. Thoburn and Mr.
Thoburn's mother, who is not in bankruptcy, own 16 parcels of
substantially contiguous land in Fairfax County, Virginia,
aggregating about 75 acres.  The assemblage is well-situated on
the Dulles Toll Road and near a future metro station on the metro
line that will connect Dulles International Airport to Washington,
D.C. Construction on the metro line is underway half-way to the
airport with the other half scheduled for completion within
several years.

BDC Capital is both a borrower and a lender. It borrowed over $8.9
million from three banks and lent it in three separate
transactions to Thoburn Limited Partnership, Hunter Mill East, or
Hunter Mill West. Each loan was secured by a first deed of trust
on parcels that the particular entity owned and was funded by a
different bank. Each bank had its own security interest in the
note, deed of trust and loan documents between the applicable
entity and BDC Capital. The Thoburn Entities collectively owe BDC
Capital about $16.2 million.

BDC Capital's loans to the three banks were in default when it
filed bankruptcy and the banks had possession of all of the
Thoburn Entities loan documents, including the original Thoburn
Entities notes which had been endorsed to the banks.

Mr. Thoburn and the Thoburn Entities filed a joint chapter 11 plan
which is predicated on the sale of the assembled property to a
national builder.  The plan envisions a new loan that will pay all
secured lenders in full upon confirmation.  The unsecured
creditors will be paid in full after the property is rezoned and
the contract goes to closing.  This may take several years. The
new lender will have a first lien on all the real property.

The three banks are TD Bank, First Virginia Community Bank and
Branch Banking and Trust.  BB&T sold its loan to HM Investments
after the filing of the bankruptcy case.  TD Bank and First
Virginia Community Bank appear to be fully secured and would
likely be paid in full from the take-out lender. HMI is likely
undersecured.  It would be paid most of its debt upon confirmation
and retain an unsecured deficiency claim. BDC Capital would be
left with an unsecured claim of $7.22 million.

According to Judge Mayer's Opinion, TD Bank and First Virginia
Community Bank have the right to vote on the proposed chapter 11
plan and to make or refrain from making a Sec. 1111(b) election.
The judge said HMI or BDC Capital must promptly amend its proof of
claim so that the Court may determine the respective rights of the
parties.

A copy of Judge Mayer's Opinion is available at
http://is.gd/U5Utlmfrom Leagle.com.

BDC Capital Inc., in Alexandria, Virginia, filed for Chapter 11
bankruptcy (Bankr. E.D. Va. Case No. 11-15340) on July 21, 2011.
Madeline A. Trainor, Esq. -- mtrainor@cyronmiller.com -- at Cyron
& Miller, LLP, serves as the Debtor's counsel.  In its petition,
BDC estimated under $50,000 in assets and under $50 million in
debts.  A list of the Company's 14 largest unsecured creditors
filed together with the petition is available for free at
http://bankrupt.com/misc/vaeb11-15340.pdf The petition was signed
by John R. Beard, president.

Thoburn Limited Partnership, based in Vienna, Virginia, filed
for Chapter 11 bankruptcy (Bankr. E.D. Va. Case No. 12-11243) on
Feb. 27, 2012.  Judge Robert G. Mayer oversees the case.  Kevin M.
O'Donnell, Esq. -- kmo@henrylaw.com -- at Henry & O'donnell, P.C.,
serves as counsel to the Thoburn entities.  In its petition,
Thoburn LP estimated under $50,000 in assets and under $50 million
in debts.  The petition was signed by John Thoburn, general
partner.


THOMPSON CREEK: Incurs $19.2 Million Net Loss in 2nd Quarter
------------------------------------------------------------
Thompson Creek Metals Company Inc. filed with the U.S. Securities
and Exchange Commission its quarterly report on Form 10-Q
disclosing a net loss of $19.2 million on $117.8 million of total
revenues for the three months ended June 30, 2013, as compared
with a net loss of $14.8 million on $113.5 million of total
revenues for the same period a year ago.

For the six months ended June 30, 2013, the Company incurred a net
loss of $18.3 million on $226.5 million of total revenues, as
compared with a net loss of $13.7 million on $227.1 million of
total revenues for the same period during the prior year.

As of June 30, 2013, the Company had $3.40 billion in total
assets, $2.08 billion in total liabilities and $1.31 billion in
shareholders' equity.

"We are pleased to have ended the quarter with continued
improvement in operational performance at both the Thompson Creek
and Endako Mines, which resulted in increased production and
sales, and significantly lower cash costs, compared to the second
quarter of 2012," said Mr. Loughrey.  "During these volatile times
in the commodities markets, we continue to look for ways to reduce
costs and improve efficiencies."

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

                        http://is.gd/WH4Ard

                    About Thompson Creek Metals

Thompson Creek Metals Company Inc. is a growing, diversified North
American mining company.  The Company produces molybdenum at its
100%-owned Thompson Creek Mine in Idaho and Langeloth
Metallurgical Facility in Pennsylvania and its 75%-owned Endako
Mine in northern British Columbia.  The Company is also in the
process of constructing the Mt. Milligan copper-gold mine in
central British Columbia, which is expected to commence production
in 2013.  The Company's development projects include the Berg
copper-molybdenum-silver property and the Davidson molybdenum
property, both located in central British Columbia.  Its principal
executive office is in Denver, Colorado and its Canadian
administrative office is in Vancouver, British Columbia.  More
information is available at http://www.thompsoncreekmetals.com

                            *     *     *

As reported by the TCR on Aug. 14, 2012, Standard & Poor's Ratings
Services lowered its long-term corporate credit rating on Denver-
based molybdenum miner Thompson Creek Metals Co. to 'CCC+' from
'B-'.  "These rating actions follow Thompson Creek's announcement
of weaker production and higher cost expectations through next
year," said Standard & Poor's credit analyst Donald Marleau.

In the May 9, 2012, edition of the TCR, Moody's Investors Service
downgraded Thompson Creek Metals Company Inc.'s Corporate Family
Rating (CFR) and probability of default rating to Caa1 from B3.
Thompson Creek's Caa1 CFR reflects its concentration in
molybdenum, relatively small size, heavy reliance currently on two
mines, and the need for favorable volume and price trends in order
to meet its increasingly aggressive capital expenditure
requirements over the next several years.


TITAN ENERGY: Revised 2012 Annual Report Shows $1.6-Mil. Loss
-------------------------------------------------------------
Titan Energy Worldwide, Inc., has amended its annual report for
the fiscal year ended Dec. 31, 2012, to restate in their entirety
financial statements and management discussion and analysis as
originally filed with the Securities and Exchange Commission on
April 3, 2013.  The Company had determined that its bad debt
reserve adjustment was in error.  The net effect of this
adjustment was to increase the Company's net loss by $171,096 to
$1.6 million.  The Company previously reported a net loss of $1.43
million for 2012.

As restated, the Company's balance sheet at Dec. 31, 2012, showed
$6.11 million in total assets, $9.92 million in total liabilities
and a $3.81 million total stockholders' deficit.  The Company
originally reported $6.33 million in total assets, $9.92 million
in total liabilities and a $3.59 million total stockholders'
deficit as of Dec. 31, 2012.

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

                        http://is.gd/9mhWnA

The Company also amended its quarterly report to amend Footnote 1
- Going Concern and the Liquidity and Capital Resources included
in Management Discussion and Analysis for the quarter ended
June 30, 2013, as originally file with the Securities and Exchange
Commission on July 31, 2013.   A copy of the Form 10-Q/A is
available for free at http://is.gd/HtiHVl

                        About Titan Energy

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

As of June 30, 2013, the Company had $5.76 million in total
assets, $9.48 million in total liabilities and a $3.71 million
total stockholders' deficit.

                           Going Concern

The Company believes it will be profitable for the year 2013 and
is in the process of restructuring its balance sheet.  However the
Company said that until it is successful in completing certain
items, the accumulated deficit and the notes that are in default
raise substantial doubt as to the Company's ability to continue as
a going concern.  Management has taken these steps that it
believes will be sufficient to provide the Company with the
ability to continue its operations:

   "Management has entered into an agreement with Forefront
    Capital to raise up to $5 million on a best efforts basis.
    While there is no guarantee that these efforts will result in
    any new capital for the Company, these potential funds would
    have a significant impact on the Company's ability to
    restructure its debt and improve its cash flow.

    Management has been successful in having the majority of the
    Convertible Notes extend their due date to July 1, 2014.
    These extensions were achieved to allow the Company the time
    to complete its restructuring of the balance sheets.  These
    note holders will convert their notes and accrued interest
    into equity if the item above is successful.

    Management will continue to take steps to expand and increase
    its service sales and work order flow.  Service sales account
    for the highest margins of any business segment and the
    quickest turnaround in terms of customer payments.

    Management will seek to either restructure or replace its
    existing factoring agreement with either an asset based or
    bank line of credit before the end of the year 2013.
    Management believes the company is eligible for a lower cost
    lending facility and that this could save the Company up to
    $300,000 a year in interest and fees," according to the
    Company's quarterly report for the period ended June 30, 2013.


TLO LLC: Renews Bid to Obtain $2-Mil. in Additional DIP Financing
-----------------------------------------------------------------
TLO, LLC, seeks authority from the U.S. Bankruptcy Court for the
Southern District of Florida, West Palm Beach Division, to obtain
$2 million in postpetition financing from its current co-Chief
Executive Officers Eliza Desiree Asher and Caroline Asher Yoost
and their Irrevocable Trusts.

The additional DIP loans accrue interest at 9% per annum and are
secured by life insurance proceeds of Hank Asher, the Debtor's
deceased founder.  The Debtor filed a request last month seeking
to obtain the same additional loans but withdrew that motion to
modify the Second DIP Loans to appropriately reflect the senior
position of Wells Fargo with respect to its collateral account.

The Principals will have the right to credit bid in the event of
any asset sales, a liquidating plan, or conversion.  The
Principals are also be entitled to attorneys? fees and costs for
the negotiation and preparation of the loan documents and in the
event of default.

According to Alvin S. Goldstein, Esq., at Furr and Cohen, P.A., in
Boca Raton, Florida, the Debtor has an immediate need to obtain
financing to permit, among other things, the orderly continuation
of the operation of its business, to maintain business
relationships with vendors, suppliers and customers, to make
payroll, to make capital expenditures and to satisfy other working
capital and operational needs.  The access of the Debtor to
sufficient working capital and liquidity through the proposed loan
is vital to the preservation and maintenance of the going concern
value of the Debtor and to a successful reorganization of the
Debtor, Mr. Goldstein adds.

Mr. Goldstein says there are no secured creditors of the estate,
other than loans to Technology Investors, Inc. and equipment
loans.  Any lien granted to the Principals would not prime
equipment loans, Mr. Goldstein tells the Court.  Technology
Investors has consented to the subordination of its lien.  The
proposed lien would not impair the lien rights of any other
creditor.

An evidentiary hearing on the Debtor's request is scheduled for
Aug. 15, 2013, at 1:30 p.m.

                           About TLO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the
company's headquarters in Boca Raton.  The petition was signed by
E. Desiree Asher as CEO.  Judge Paul G. Hyman, Jr., presides over
the case.  Robert C Furr, Esq., and Alvin S. Goldstein, Esq. at
Furr & Cohen serve as the Debtor's counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.

Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.


TLO LLC: Employs COO and President
----------------------------------
TLO, LLC, sought and obtained permission from the U.S. Bankruptcy
Court for the Southern District of Florida, West Palm Beach
Division, to enter into a contract to employ chief operating
officer and president to oversee the daily business operations who
possess the necessary experience required to perform those duties.

According to the Debtor, it has selected an individual to become
COO and President but the name will be kept confidential unless
and until the time the Court grants the motion and approves his
employment because the candidate is currently employed with
another firm.

Upon approval by the Court of the employment of the new COO, the
management structure of the Debtor would be as follows:

   * Desiree Asher, Co-CEO
   * Carly Asher Yoost, Co-CEO
   * Candidate, President/Chief Operating Officer
   * Derek Dubner, Chief Legal Officer
   * Ken Hunter, Chief Compliance Officer
   * Dan MacLachlan, Chief Financial Officer
   * Scott Wagner, Chief Technology Officer

                           About TLO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the
company's headquarters in Boca Raton.  The petition was signed by
E. Desiree Asher as CEO.  Judge Paul G. Hyman, Jr., presides over
the case.  Robert C Furr, Esq., and Alvin S. Goldstein, Esq. at
Furr & Cohen serve as the Debtor's counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.

Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.


TLO LLC: Seeks to Employ Bayshore as Investment Banker
------------------------------------------------------
TLO, LLC, seeks authority from the U.S. Bankruptcy Court for the
Southern District of Florida, West Palm Beach Division, to employ
Bayshore Partners, LLC, as investment banker to be paid a $22,500
monthly advisory fee and a non-refundable cash fee in the minimum
amount of $500,000 upon the closing of a restructuring
transaction.

Michael F. Turner, a managing director at Bayshore Partners, LLC,
assures the Court that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estate.

                           About TLO LLC

TLO LLC, a provider of risk-mitigation services, filed a petition
for Chapter 11 reorganization (Bankr. S.D. Fla. Case No.
13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the
company's headquarters in Boca Raton.  The petition was signed by
E. Desiree Asher as CEO.  Judge Paul G. Hyman, Jr., presides over
the case.  Robert C Furr, Esq., and Alvin S. Goldstein, Esq. at
Furr & Cohen serve as the Debtor's counsel.

The Debtor disclosed assets of $46.6 million and liabilities of
$109.9 million, including $93.4 million in secured claims.  The
principal lender is Technology Investors Inc., owed $89 million.
TII is owned by the estate of Hank Asher, the company's primary
owner who died this year.  There is $4.6 million secured by
computer equipment.

Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at
Genovese, Joblove & Battista, P.A., represent the Official
Committee of Unsecured Creditors as counsel.


TRANS-LUX CORP: Investor Guidance Conference Call Held
------------------------------------------------------
George Schiele, chairman of the Board of Directors, Jean-Marc
Allain, president and chief executive officer, and Todd Dupee,
chief financial officer, hosted an investor guidance conference
call at 4:15 p.m. (EST) on Aug. 7, 2013, to discuss details
related to the Company's performance and certain forward-looking
information.  The call was open to all investors and may be
accessed by dialing (513) 386-0000 and using the passcode 104243#.

A transcript of the call is available for review at www.trans-
lux.com under the "Investor Relations" tab.  A replay of the call
will be available for a period of six months after the call by
dialing (513) 386-0009 and using the passcode 104243# and the
reference number for the call, which will be available on the
Company's Web site following the call.

                 Amends 27.1 MM Shares Prospectus

The Company filed a post-effective amendment to the Form S-1 to
update the registration statement which was previously declared
effective by the Securities and Exchange Commission on Feb. 13,
2013, to include the audited consolidated financial statements and
notes thereto included in the Company' annual report on Form 10-K
for the year ended Dec. 31, 2012, and the unaudited consolidated
financial statements and notes thereto included in the Company's
quarterly report on Form 10-Q for the three months ended March 31,
2013, and to update certain other information in the Registration
Statement.

The prospectus relates to the sale by Peter L. and Jonnet Abeles,
Richard V. Aghababian, Joseph Derdzikowski, et al., of up to
27,190,000 shares of the Company's common stock.

The selling stockholders will offer their shares at a fixed price
of $0.39 per share until the Company's common shares are quoted on
the Over-the-Counter Bulletin Board, and thereafter, at prevailing
market prices or privately negotiated prices.  The Company will
not receive any proceeds from the sale of these shares by the
selling stockholders.

The Company's common stock is quoted on the OTCQB under the symbol
"TNLX".  The last reported sale price of the Company's common
stock as reported by the OTCQB on Aug. 6, 2013, was $0.19 per
share.

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

                         http://is.gd/4DUaab

                    About Trans-Lux Corporation

Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a
designer and manufacturer of digital signage display solutions for
the financial, sports and entertainment, gaming and leasing
markets.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $1.36 million on $23.02 million of total revenues, as compared
with a net loss of $1.41 million on $23.75 million of total
revenues during the prior year.

As of March 31, 2013, the Company had $20 million in total assets,
$18.31 million in total liabilities and $1.69 million in total
stockholders' equity.

"Our independent registered public accounting firm has issued an
opinion on our consolidated financial statements that states that
the consolidated financial statements were prepared assuming we
will continue as a going concern and further states that the
continuing losses and uncertainty regarding the ability to make
the required minimum funding contributions to the pension plan as
well as the sinking fund payments on the Debentures and the
principal and interest payments on the Notes and the Debentures
raises substantial doubt about our ability to continue as a going
concern.  As a result, if the Company is unable to (i) obtain
additional liquidity for working capital, (ii) make the required
minimum funding contributions to the pension plan and (iii) make
the required principal and interest payments on the Notes and
Debentures, there would be a significant adverse impact on the
financial position and the operating results of the Company,"
according to the Company's annual report for the year ended
Dec. 31, 2012.


TRAVELPORT HOLDINGS: Reports Second Quarter Loss of $97 Million
---------------------------------------------------------------
Travelport Limited reported a loss before income taxes and equity
in earnings (losses) of investment in Orbitz Worldwide of $97
million on $537 million of net revenue for the three months ended
June 30, 2013, as compared with a loss before income taxes and
equity in earnings (losses) of investment in Orbitz Worldwide of
$14 million on $506 million of net revenue for the same period
during the prior year.

For the six months ended June 30, 2013, the Company incurred a
loss before income taxes and equity in earnings (losses) of
investment in Orbitz Worldwide of $98 million on $1.08 billion of
net revenue, as compared with a loss before income taxes and
equity in earnings (losses) of investment in Orbitz Worldwide of
$15 million on $1.05 billion of net revenue for the same period a
year ago.

As of June 30,2013, the Company had $3.13 billion in total assets,
$4.47 billion in total liabilities and a $1.34 billion total
deficit.

"Our second quarter and first half 2013 results clearly
demonstrate the momentum we have built around our new product
innovation, successful delivery in all areas of our growth
strategy and positive engagement with all of our customers.  I am
also pleased to report a solid future pipeline of industry
interest and support for Travelport?s renewed and reinvigorated
proposition."

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

                        http://is.gd/9EYiGY

                     About Travelport Holdings

Headquartered in Atlanta, Georgia, Travelport provides transaction
processing services to the travel industry through its global
distribution system business, which includes the group's airline
information technology solutions business.  During FYE2011, the
group reported revenues and adjusted EBITDA of US$2 billion and
US$507 million, respectively.

Travelport Limited incurred a net loss of $236 million in 2012, as
compared with net income of $172 million in 2011.

                           *     *     *

As reported by the TCR on Oct. 10, 2011, Standard & Poor's Ratings
Services lowered its long-term corporate credit ratings on travel
services provider Travelport Holdings Limited (Travelport
Holdings) and indirect subsidiary Travelport LLC (Travelport) to
'SD' (selective default) from 'CC'.

The downgrades follow the implementation of a capital
restructuring, which was necessary because of the Travelport
group's high leverage, weak liquidity, and the upcoming maturity
of its $693 million (as of end-June 2011) PIK loan in March 2012.
"According to our criteria, we view this restructuring as a
distressed exchange and tantamount to a default (see 'Rating
Implications Of Exchange Offers And Similar Restructurings,
Update,' published May 12, 2009, on RatingsDirect on the Global
Credit Portal)," S&P related.

In May 2012, Moody's Investors Service affirmed the Caa1 corporate
family rating (CFR) and probability of default rating (PDR) of
Travelport LLC.


TRIBUNE CO: S&P Affirms 'BB-' CCR & Removes Rating From Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB-' corporate credit rating, on Chicago, Ill.-based TV
broadcaster Tribune Co.  S&P removed all ratings from CreditWatch,
where they were placed with negative implications on July 2, 2013,
when the company announced that it was purchasing television
stations from Local TV LLC and FoxCo Acquisition LLC.  The rating
outlook is stable.

"The rating affirmation follows our review of Tribune's business
strategy and financial policy, and incorporates our analysis of
the planned acquisition of television stations from Local TV LLC
and FoxCo Acquisition LLC and the separation of its publishing
assets. As a result of the proposed separation of its publishing
assets and debt-financed acquisition, we expect pro forma debt to
EBITDA to increase meaningfully to about 4.5x, from roughly 2.5x
on emerging from bankruptcy at the end of 2012.  Our expectation
is based on our projection of average pro forma 2012 and 2013
projected EBITDA.  We expect pro forma leverage will be in line
with the 4x to 5x range of debt leverage that we regard as
indicative of an "aggressive" financial risk profile.  We view the
new broadcasting company's business risk as "satisfactory," based
on the company's significant size, scale, and diversity; good
EBITDA margin; and strong conversion of EBITDA to discretionary
cash flow.  We currently view the management and governance of the
company as "fair."  This is an improvement from our previous
assessment of "weak," based on increased clarity regarding the
company's business plans and financial policies," S&P said.

Pro forma for the acquisition, Tribune will be one of the largest
non-network-owned TV broadcasters in the U.S., with 42 stations
(39 stations owned and operated and three operated under shared
service agreements) reaching about 44% of U.S. (27% FCC reach) TV
households.  Although the acquisition improves Tribune's
diversification of network affiliation, CW-affiliated stations
will generate 41% of revenue, and Fox-affiliated stations will
generate 39%.  S&P views CW-affiliated stations as less desirable
than major network stations because of their lower rated primetime
schedule (which represents less than 10% of advertising revenue
from these stations) and lack of professional sports compared with
the three major networks, and less negotiating power with
advertisers and with cable and satellite operators for
retransmission fees.  CW stations, moreover, typically have lower-
rated news programming, which is an important source of ad
revenue.  S&P expects the acquisition will mitigate some of this
risk and will improve Tribune's negotiating power, especially for
retransmission fees.  As a TV broadcaster, its advertising revenue
is highly sensitive to economic downturns and election cycles, and
it is subject to long-term secular trends in audience
fragmentation and the increasing popularity of Internet-based
entertainment.  A stream of cash distributions from the company's
equity investments, notably a 31% stake in Television Food
Network, G.P., a 32% state in CareerBuilder LLC, and a 28% stake
in Classified Ventures LLC also support the business risk profile.


TRIUS THERAPEUTICS: Incurs $19.7 Million Net Loss in Q2
-------------------------------------------------------
Trius Therapeutics, Inc., filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss of $19.68 million on $1.29 million of total revenues for
the three months ended June 30, 2013, as compared with a net loss
of $14.41 million on $6.22 million of total revenues for the same
period during the prior year.

For the six months ended June 30, 2013, the Company incurred a net
loss of $36.96 million on $3.01 million of total revenues, as
compared with a net loss of $22.01 million on $16.05 million of
total revenues for the same period a year ago.

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.

As of June 30, 2013, the Company had $74.05 million in total
assets, $19.37 million in total liabilities and $54.68 million in
total stockholders' equity.

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

                        http://is.gd/2WecBm

                      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.


UCI HOLDINGS: S&P Lowers CCR to 'B-' & Revises Outlook to Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on UCI Holdings Ltd. (UCI) to 'B-' from 'B' and revised the
rating outlook to stable from negative.

At the same time, S&P lowered the issue-level rating on UCI's
senior secured facility (revolver and term loan) to 'B' from 'B+'.
The recovery rating remains '2', which indicates substantial
(70%-90%) recovery of principal in the event of a default.  S&P
also lowered the issue-level rating on UCI's senior unsecured
notes to 'CCC' from 'CCC+'.  The recovery rating remains '6',
which indicates negligible (0%-10%) recovery of principal in the
event of a default.

"The downgrade reflects credit measures and free cash flow that
are weaker than our expectations for the 'B' rating," said credit
analyst Robyn Shapiro.  The company continues to face soft end-
market demand in the U.S. aftermarket.  Although miles driven are
up slightly year over year, they remain below the 2007 peak, and
gas prices are higher than first-quarter and year-end 2012 levels.
The company also faced higher raw material costs and higher
startup costs related to new product rollouts.  These were offset
by reduced costs from the company's cost-savings initiatives.

The rating on UCI reflects Standard & Poor's view of the
automotive aftermarket company's business risk profile as "weak"
and its financial risk profile as "highly leveraged."  UCI is
privately owned by an affiliate of New Zealand private investor
Graeme Hart's Rank Group Ltd.  An affiliate of Rank Group also
owns aftermarket parts company Autoparts Holdings Ltd. UCI and
Autoparts have a common senior management team.  UCI and Autoparts
also have significant operational consolidation opportunities, and
S&P believes the two companies may eventually be legally
consolidated given that they each have filtration businesses and
the same ultimate owner, although existing financial agreements
prevent full consolidation for now.  If UCI and Autoparts remain
separate legal entities, S&P believes it could impair their
ability to gain all potential efficiencies across similar
businesses.

UCI's "weak" business risk profile reflects the strong price and
service-based competition in the automotive aftermarket and the
company's limited revenue diversity.  Offsetting these
difficulties is the company's leading position in certain product
categories and its solid double-digit EBITDA margins, which the
company maintained during the recession because of its market
position and relatively stable demand.

UCI derives the majority of revenues from the light-vehicle
aftermarket (to which it sells replacement parts for older
vehicles).  The North American light-vehicle aftermarket is highly
competitive.  Demand reflects the size of the car parc (the total
number of registered vehicles at any time), which continues to
expand; the number of miles driven, which often depends on gas
prices and currently remains below prerecession levels; and the
age of the vehicles in the car parc, which has risen in recent
years because of the new vehicles' higher quality.  Due to the
U.S. recession and volatile gas prices in recent years, consumers
have been driving less and deferring discretionary maintenance,
whereas in previous years consumer maintenance purchases slightly
increased revenues.

UCI's sales are narrowly focused on a few key products: filtration
products, fuel delivery systems, cooling systems, and vehicle
electronics.  Customer diversity is fair.  UCI's largest customer
-- AutoZone Inc., the nation's largest automotive aftermarket
retailer -- accounts for about 30% of UCI's sales.  During the
second quarter of 2012, the company lost a customer in its fuel
pump business.  This has been partially offset by the addition of
a new cooling systems customer.

S&P views the company's financial risk profile as "highly
leveraged."  As of June 30, 2013, total adjusted debt to EBITDA
was 7.9x and funds from operations (FFO) to total debt was 8%.
Although free cash flow is positive, S&P views UCI's free cash
flow generation as low relative to its debt load.  S&P's
adjustments for lease, pension, and receivables factoring are
considered as debt.

The stable rating outlook on UCI reflects S&P's opinion that the
company's cost-saving initiatives should offset weak end-market
conditions.  This should help preserve the company's adequate
liquidity, despite elevated credit measures.

S&P could lower its ratings within the next 12 months if the
company continues to face persistently weaker consumer demand for
its aftermarket products or customer resistance to commodity cost
recovery such that the company continues to generate negative cash
flow and liquidity becomes less than adequate.

Although unlikely within the next year, S&P could raise its
ratings if it believes the company's credit metrics will improve
and remain at about 5x total debt to EBITDA or better and FFO to
total debt at about 10% or better.  This could occur if the gross
margin reaches 30% or better as a result of cost-saving
initiatives and revenue growth is 4% or higher in 2013.


UNITED REFINING: Debt Reduction Cues Moody's to Raise CFR to 'B2'
-----------------------------------------------------------------
Moody's Investors Service upgraded United Refining Company's
Corporate Family Rating to B2 from B3 and the company's senior
secured note rating to B2 from B3. The rating outlook is stable.

"The upgrade of the CFR to B2 reflects United Refining's expected
debt and net interest expense reduction (excluding dividends for
the new preferred stock) from redemption of a roughly a third of
its outstanding $365 million secured notes, as well as its good
profitability owing to still positive refining fundamentals and
WTI/Canadian heavy crude price differentials," commented Arvinder
Saluja, Moody's AVP-Analyst.

Upgrades:

Issuer: United Refining Company.

Probability of Default Rating, Upgraded to B2-PD from B3-PD

Corporate Family Rating, Upgraded to B2 from B3

Senior Secured Notes, Upgraded to B2 (LGD3, 44%) from B3 (LGD3,
44%)

Outlook:

Rating Outlook is Stable

Ratings Rationale:

The upgrade to B2 CFR is constrained by the company's single
refinery status, which exposes its cashflows to unplanned
downtime, its exposure to inherent volatility in the refining
industry drivers such as the crack spreads and light/heavy crude
differentials, and the potential for high working capital needs
driven by crude costs. The CFR is supported by the expected
reduction in the company's outstanding debt balance, and continued
good profitability and liquidity due to its ability to utilize
heavy sour crude (routinely 60% of its crude slate) and its access
to low priced feedstock crude oil in the current price
differential environment. The lagged 3-2-1 crackspreads and
WTI/Canadian heavy differentials continue to remain generally
favorable for United despite volatility over the past quarter.
Additionally, its niche market location gives it a product
transportation cost advantage; its retail distribution network
somewhat dampens earnings volatility; and it has the ability to
utilize the bottom of the barrel without the expense of cracking
and coking units due to asphalt demand in its market.

United's senior secured notes are rated on par with its B2
Corporate Family Rating given their preponderance in the capital
structure. The B2 secured note ratings reflect both the overall
probability of default of United, to which Moody's assigns a PDR
of B2-PD, and a loss given default of LGD3-44%. The assigned B2
issue rating also reflects a 1-notch override to the outcome under
Moody's Loss Given Default Methodology (LGD). The override
acknowledges the lack of a full asset collateral package, weak
coverage of debt by book assets, the very specialized nature of a
prospective buyer of an asset of this sort, and that the company's
$175 million revolving credit facility is secured by a first-lien
claim on United's current assets.

United has a good liquidity profile. At May 31, 2013, the company
had $124 million in cash on its balance sheet. Moody's does not
expect the cash balances to deteriorate despite partial debt
redemption since the company issued $141 million of perpetual
preferred stock in late July 2013 to prefund the redemption. In
addition it has a long-standing banking relationship with PNC
Bank, which agents a $175 million borrowing base governed
revolving credit facility due 2017. It is undrawn for borrowings
and has $6.5 million in letters leaving credit availability of
$168.5 million at May 31, 2013. The most restrictive financial
covenant is a minimum net worth test. There is ample headroom in
this covenant as May 31, 2013 adjusted net worth was in excess of
$275 million. In addition, while United has limited sources of
capital due to its private nature, the convenience stores that
United owns are a potential source of financial flexibility. The
company could sell these stores, which are unencumbered, overall
enhancing its liquidity position.

Two events could negatively impact liquidity: an unhedged rapid
and negative change in the crack spread and/or light/heavy crude
differential and a dramatic and rapid rise in the price of crude
oil. The first could precipitate cash losses on an operating basis
and the second a requirement for greater equity capital to support
higher dollar levels of borrowings to maintain adequate physical
working capital.

An upgrade is unlikely given United's current scale and asset
concentration. However, Moody's could consider an upgrade if there
is a material improvement in operational diversity and scale that
is funded conservatively. Moody's could downgrade the ratings if
there is an unexpectedly severe and prolonged deterioration in
sector conditions, leverage increases materially, or if the
company does not maintain adequate cash balances to support good
liquidity and to counter the risk of prolonged unplanned downtime.

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

United Refining Company, headquartered in Warren, Pennsylvania, is
an independent refiner and marketer of petroleum products and
owner/operator of convenience stores in western New York and
northwestern Pennsylvania.


VISTEON CORP: Planned Joint Venture Sale No Impact on B1 Rating
---------------------------------------------------------------
Moody's says the announcement by Visteon Corporation that it has
entered into an agreement to sell its 50 percent stake in Chinese
joint venture Yanfeng Visteon Automotive Trim Systems Co., Ltd.,
as well as its direct interests in other related interiors joint
ventures, to Huayu Automotive Systems Co., Ltd. is viewed as a
credit negative development, but does not impact Visteon's B1
Corporate Family Rating. According to the announcement, Visteon
will receive $1.2 billion of net proceeds in the transaction, but
will see a reduction of EBITDA in the $100 million range. Yet, the
transaction is also expected to bolster Visteon's competitive
position in vehicle electronics, an important growth area, and
reduce the complexity of its corporate structure.

The last rating action for Visteon Corporation was on December 11,
2012 when the Corporate Family Rating was affirmed at B1 with a
stable rating outlook.

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

Visteon, headquartered in Van Buren Township, Michigan, is a
leading global automotive supplier that designs, engineers and
manufactures innovative climate, electronic, and interior products
for vehicle manufacturers. The company has facilities in 29
countries and employs approximately 22,000 people. Revenues for
the year ending December 31, 2012 were approximately $6.9 billion.

On December 11, 2012, Moody's affirmed Visteon's Corporate Family
and Probability of Default Rating at B1 and changed the outlook of
the company's $500 million of senior unsecured notes to stable
from negative. The Speculative Grade Liquidity rating is unchanged
at SGL-3.


VIVARO CORP: Taps Del Virginia Firm to Pursue Avoidance Actions
---------------------------------------------------------------
The U.S. Bankruptcy Court authorized Vivaro Corp. et al., to
employ The Law Offices of Gabriel Del Virginia as special counsel
to investigate and prosecute the avoidance actions, including any
all services required to prosecute and settle avoidance actions.

As reported in the Troubled Company Reporter on July 18, 2013,
GDV has agreed to receive compensation on a contingency basis
which recoveries will be limited to: (x) 22.50% of any recovery
from the actions settled or resolved before trial and  (y) 33% of
any amounts recovered after trial to judgment.  Where the
settlement of an avoidance action involves the waiver of a claim
against one of the Debtors the value of such waiver attributed to
the general unsecured claims should be 1% for the purposes of
GDV's fees.

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

                        About Vivaro Corp.

Vivaro Corp., which specializes in the sale of international
calling cards in the U.S., filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 12-13810) on Sept. 5, 2012, together with six
other related companies, including Kare Distribution Inc.  The
Debtor is represented by Frederick E. Schmidt, Esq., at Hanh V.
Huynh, Esq., at Herrick, Feinstein LLP.  Garden City Group Inc. is
the claims and notice agent.

The Debtor disclosed $47,530,929 in assets and $51,643,053 in
liabilities as of the Chapter 11 filing.

A five-member official committee of unsecured creditors has been
appointed in the case.  Arent Fox LLP represents the Committee as
counsel, and Bryan L. Eagle, an independent contractor of BDO
Consulting, serves the panel's financial advisor.


WACO TOWN SQUARE: Bankr. Court Dismisses NSJS's Claims
------------------------------------------------------
Pursuant to the order confirming Waco Town Square Partners, LP and
Waco Town Square Partners II, LP's Third Amended Joint Chapter 11
Plan of Reorganization, NSJS Limited Partnership was required to
amend its First Amended Complaint in Adversary Proceeding 11-06025
to eliminate all derivative claims.  NSJS brought several
derivative claims in its First Amended Complaint, but failed to
file its Second Amended Complaint within the deadline set forth in
the Confirmation Order.  NSJS did not have a meritorious defense
for extending the deadline for filing the Second Amended
Complaint.  Based on its failure to meet its obligation under the
Confirmation Order, NSJS's claims must be dismissed, Bankruptcy
Judge Marvin Isgur held in a July 24, 2013 Memorandum Opinion is
available at http://is.gd/LMT55Zfrom Leagle.com.

NSJS is a limited partner of WTSP II.  Prior to the commencement
of the bankruptcies, NSJS filed a state court suit against Michael
Wray, David Wallace, Waco Town Square Management, II, LLC, WTSP II
and Community Bank & Trust, Waco, Texas for, among other things,
fraud, conversion, breach of contract, breach of fiduciary duty,
and defalcation.  The Debtors removed the State Court Litigation
to the United States Bankruptcy Court for the Western District of
Texas subsequent to filing bankruptcy.  On February 16, 2012, the
Bankruptcy Court remanded the suit to state court under based on
mandatory abstention.  The Court then denied the Debtors' request
for reconsideration.

On January 1, 2013, the Debtors filed their Motion to Hold NSJS
Limited Partnership in Contempt for Violation of Confirmation
Order and For Sanctions, arguing that on November 7, 2012, counsel
for the Reorganized Debtor advised counsel for NSJS that since the
Complaint had not been amended as required by the Confirmation
Order, the State Court Litigation must be dismissed with
prejudice.  Counsel for the Reorganized Debtor further advised
NSJS that if the suit was not dismissed, the Debtors would seek to
hold NSJS in contempt of the Confirmation Order.

On December 14, 2012, the Debtors' counsel received a copy of
NSJS' Second Amended Petition filed in the State Court Litigation.
The Debtors are no longer listed as a party in the State Court
Litigation, but no party has been formally dismissed from the
litigation.  The Debtors seek a finding of contempt against NSJS
because the Amended Complaint was filed more than six months after
the date set forth in the confirmation order, and because it
includes causes of action which have been barred by the
Confirmation Order.

NSJS filed its Response on February 21, 2013, arguing that Debtors
are attempting to use the Motion for Sanctions to get a "second
bite at the apple" regarding whether NSJS' claims in the State
Court Litigation are derivative causes of action belonging to the
Debtors.  NSJS claims that the question of whether NSJS' claims
are derivative causes of action is precluded by collateral
estoppel because the issue was fully and fairly litigated and
essential to the Western District Order Denying Motion for
Reconsideration of Order to Remand.

At the hearing on March 18, 2013, the Bankruptcy Court informed
the parties that it was not inclined to hold NSJS in contempt, but
asked the parties to brief the issue of whether collateral
estoppel precluded a determination by the Bankruptcy Court of
whether the claims asserted by NSJS in the State Court Litigation
are derivative causes of action.  Regardless of whether the Court
finds NSJS to be in contempt, NSJS may still lose all of its
claims if it failed to remove derivative claims as it was required
to do pursuant to the Bankruptcy Court's May 20, 2012 Plan
Confirmation Order.

                  About Waco Town Square Partners

Based in Sugar Land, Texas, Waco Town Square Partners, L.P., dba
Austin Avenue Flats, filed for Chapter 11 bankruptcy (Bankr. S.D.
Tex. Case No. 11-38928) on Oct. 21, 2011.  Judge David R. Jones
presides over the case.  Edward L. Rothberg, Esq. --
rothberg@hooverslovacek.com -- at Hoover Slovacek LLP, served as
the Debtor's counsel.  In its petition, the Debtor estimated
assets and debts of $1 million to $10 million.  The petition was
signed by David Wallace, manager and secretary.

Waco Town Square Partners II LP filed a separate petition (Bankr.
S.D. Tex. Case No. 11-38929) on the same day, listing $100,001 to
$500,000 in assets and $1 million to $10 million in debts.

SWB Waco SH, L.P. filed for Chapter 11 (Bankr. S.D. Tex. Case No.
10-38001) on Sept. 7, 2010.

On May 20, 2012, the Bankruptcy Court entered Order Confirming
Third Amended Joint Chapter 11 Plan of Reorganization of WTSP and
WTSP II, As Modified on the Record at March 26, 2012 Hearing.


WAYNE COUNTY, MI: Fitch Lowers Rating on $195.5MM LTGOs to 'BB-'
----------------------------------------------------------------
Fitch issued a correction of a release originally issued on August
12, 2013. The headline incorrectly stated the Outlook for Wayne
County, MI LTGOs is Negative. Instead, it should read the ratings
were placed on Negative Watch.

Fitch Ratings has downgraded the following Wayne County, Michigan
bond ratings:

-- $195.5 million limited tax general obligation (LTGO) bonds
   issued by Wayne County to 'BB-' from 'BBB+';

-- $58.2 million building authority (stadium) refunding bonds,
   series 2012 (Wayne County limited tax general obligation)
   issued by Detroit/Wayne County Stadium Authority to 'BB-'
   from 'BBB+';

-- $210.6 million building authority bonds issued by Wayne County
   Building Authority to 'BB-' from 'BBB+'.

-- Wayne County unlimited tax general obligation (ULTGO) (implied)
   to 'BB' from 'A-';

The ratings are placed on Negative Watch.

Security

Limited tax general obligation bonds issued by the county carry
the county's general obligation ad valorem tax pledge, subject to
applicable charter, statutory and constitutional limitations.
Stadium authority and building authority bonds are secured by
lease payments from the county to the respective authority. The
obligation to make the rental payments is not subject to
appropriation, setoff or abatement for any cause, and carries the
county's limited tax general obligation pledge.

Key Rating Drivers

DOWNGRADE REFLECTS RAPID FINANCIAL DETERIORATION: The downgrade
stems from the county's considerably narrowed liquidity position,
the deepening of the general fund accumulated deficit and Fitch's
concern regarding the limited options for elimination of the
negative position. Contrary to Fitch's expectation, the
unrestricted accumulated deficit grew in fiscal 2012 and is
expected to deepen yet again in fiscal 2013, despite significant
expenditure cuts. Fitch is concerned that the even deeper cuts
planned for fiscal 2014 may not be enough for meaningful deficit
reduction given other budgetary pressures.

NEGATIVE WATCH REFLECTS MARKET ACCESS UNCERTAINTY: The county
anticipates it will need to issue $100 million in TANs in the fall
to meet day-to-day cash flow requirements. Inability to access the
market in an economically-feasible manner, given recent challenges
experienced by other Michigan issuers, could negatively affect
liquidity and would likely result in a downgrade.

NEAR-TERM LIQUIDITY CHALLENGES: The county's general fund is
illiquid and highly dependent upon both inter-fund and external
short-term borrowing for cash flow; total pooled liquidity is
still quite narrow, even considering those other sources.
Conversion of the cash-rich mental health fund to an independent
authority in October 2013 will decrease the pool of internal
borrowable resources, further pressuring liquidity.

STRESSED ECONOMY SLOW TO RECOVER: The weak local area economy
features elevated unemployment rates, tax base contraction,
population loss, and below-average income levels, although the
rate of tax base decline has recently slowed.

REVENUE INFLEXIBILITY LIMITS OPTIONS: Steep tax base declines over
the course of the recession caused property tax receipts to
plummet, from $383 million in fiscal 2008 to $280 million in
fiscal 2013. Strict tax rate limits and statutorily imposed
controls on growth in assessments will slow revenue recovery even
as housing values increase.

LIMITED EXPENDITURE FLEXIBILITY: Deep across the board spending
cuts have not been sufficient to restore structural balance.
Carrying costs for debt, pension and other post-employment
benefits (OPEB) are currently moderate but expected to rise
sharply in the near-term, further pressuring operations.

LEASES CARRY GO PLEDGE: Stadium Authority and Building Authority
bonds are payable from lease rental payments of the county. The
obligation to make rental payments is not subject to abatement or
appropriation and carries the county's limited tax general
obligation pledge.

Rating Sensitivities

INABILITY TO ACCESS MARKET FOR CASH FLOW: Inability to access the
market in an economically feasible manner for cash flow borrowing
would severely constrain the county's liquidity position and could
trigger a downgrade.

FURTHER DETERIORATION OF LIQUIDITY: Deterioration of the county's
already precarious liquidity position could result in a downgrade.

FAILURE TO REDUCE DEFICIT: Lack of significant progress toward
accumulated deficit reduction within the next fiscal year, as
evidenced by improvement in the unrestricted general fund
balance/deficit, would place negative pressure on the rating.

IMPROVED REVENUE PROFILE: The county is considering requesting a
new millage, which would generate up to $75 million annually, on
the November ballot. Political support for the measure is
uncertain, but if the millage passed, it could improve the
county's credit profile.

Credit Profile

Near-Term Liquidity Pressure

Stressed financial operations have led to sharp declines in
liquidity. The county relies upon a pooled cash model,
supplemented by external cash flow borrowing to meet its day-to-
day cash flow needs. Cash flow projections show these measures
will no longer be sufficient to provide adequate liquidity going
forward, leading to higher projected amounts of external borrowing
earlier in the fiscal year. The expected transfer of the county's
Mental Health Fund, which contained $81 million unrestricted cash
and investments at the close of fiscal 2012, will decrease the
amount of internal borrowable resources. The transfer of the fund
from the county to an independent authority is expected to occur
October 1, 2013, although management plans a phased withdrawal of
the mental health cash over the course of several years to blunt
the impact on the county's liquidity.

Large Fund Deficit Positions

The county's efforts to reduce its sizeable deficit fund balance
positions are hindered by persistent economic pressure and a
limited revenue environment. The large -$145.9 million
unrestricted general fund balance (representing a very high -25.5%
of general fund spending) is largely the result of steep revenue
declines and overspending in funds outside of the general fund.

The general fund recorded a $53.2 million net operating deficit
(after transfers) in fiscal 2012. Approximately $30.4 million of
this was due to absorption of the equipment leasing fund deficit,
which was previously reserved for in the general fund.
Accordingly, the decline in unrestricted general fund balance was
more moderate at $20 million, although still a departure from
Fitch's expectation of overall deficit improvement.

The county's somewhat dated deficit elimination plan was filed
with the state over a year ago and has not yet been approved. The
plan optimistically includes a new revenue stream whose approval
from the state is uncertain. Fitch is concerned about the reliance
on this so far unapproved revenue item in the plan and believes it
is unlikely that reserve levels will be restored in the
intermediate term.

Second quarter fiscal 2013 projections show the county is
expecting a $30 million general fund net operating deficit (after
transfers). Fitch will continue to monitor the county's efforts
toward deficit elimination, as measured by the unrestricted
general fund balance/deficit.

The recommended fiscal 2014 budget features a slight increase in
spending and forecasts balanced operations, including a $16
million appropriation for deficit reduction. Final adoption is
expected in September, in time for the October 1 start of the
fiscal year. Fitch notes that final audited results have
materially deviated from original budget expectations in recent
years.

Constrained Revenue-Raising Ability

In addition to the considerable expenditure pressures the county
faces, its revenue structure is relatively inflexible. Assessed
valuation declines caused the general fund annual property tax
revenues to decline sharply from $383.5 million in fiscal 2008 to
$286.2 million in fiscal 2012. Further declines are projected; the
county anticipates general fund property taxes of $266 million in
fiscal 2014. The county is levying at its maximum millage as
limited by the Headlee Amendment, and taxable values continue to
drop. Statutory restrictions on growth in the levy and in
assessments will constrain future revenue growth, severely
limiting the ability of the county to benefit should housing
values recover.

Other revenue-raising options are limited. As a practical matter,
significant revenue raising efforts would likely require voter
support. Management is exploring the idea of requesting an
additional 1 or 2 mills on the fall ballot. The county is subject
to a requirement that a supermajority of the county commission
approve any ballot proposal to increase taxes; additionally, such
a proposal would require a 60% approval of the voters. Fitch notes
recent public statements by various county commissioners citing
insufficient political support for a millage increase.

Expenditure Controls Insufficient To Restore Balance

County officials have taken substantive steps to curtail overall
spending, including negotiating or imposing 10% compensation
decreases for most employees and implementing health care plan
design changes for current employees and retirees, which reduced
overall health care expenditures. Measures to date have not been
sufficient to restore balance, in part due to lack of expenditure
control over certain departments with separately elected
leadership. Favorably, the county reached an agreement with one
such department, the circuit court, giving the county greater
control over court spending. The proposed fiscal 2014 budget
imposes an additional deep 20% across the board departmental
spending cut. Fitch remains concerned that these steps, while
significant, may not be sufficient to counteract the spending
pressures and allow for elimination of the deficit.

The county faces a variety of legal actions stemming from its cost
cutting measures. Management is confident it will be allowed to
maintain the changes; however, the litigation introduces
vulnerability to the substantial cost savings generated thus far.

ECONOMY SHOWS PERSISTENT STRESS

The Detroit area economy remains pressured after severe weakening
during the recent recession. Socioeconomic indices for county
residents are below average overall, as the effect of impoverished
city residents outweighs that of the relatively wealthier suburban
residents. Median household income was 84% of the state and 79% of
the nation. The poverty rate of 22.7% is well above the state and
national averages of 15.7% and 14.3%, respectively. Market value
per capita is also well below average at $48,000, reflecting the
weakened housing market.

The economy remains heavily dependent on the auto industry,
despite having lost thousands of manufacturing jobs over the past
decade. Several auto manufacturers have announced plans to add
jobs within the county, although auto-related employment is not
expected to recover to pre-recession levels. The county takes an
aggressive stance with economic development and reports success in
drawing in new high-tech and engineering jobs, particularly in the
'Aerotropolis,' which surrounds the airport.

The county unemployment rate remained above the state and US
levels throughout the recession, but is showing signs of
improvement. The seasonally unadjusted May 2013 rate of 10.1% is
lower than the 11.2% recorded in May 2012 and well below the peak
of 17.9% recorded in July 2009. Total employment and the labor
force have both contracted severely over the last decade. Recent
trends are more favorable, showing employment expanded by 1.3%,
outpacing labor force growth of 0.1% over the past year.

Above Average Debt Burden And Rising Legacy Costs

The high debt burden of 7.0% is largely attributable to
considerable borrowing by overlapping governments, but
nevertheless presents a practical limitation on future debt
issuance flexibility. The county's net direct debt accounts for
very little of the overall debt burden, measuring a modest 0.7% of
market value. Payout is average, with 62% of long term debt to be
retired within 10 years. Future new money borrowing plans are
uncertain, as plans for the jail construction are in flux. The
county recently halted the jail project, for which it borrowed
$200 million in 2010, when cost projections rose from $300 million
to $390 million. Management is evaluating its options for the
site, and may sell it outright and renovate a vacant state
facility instead. Fitch will continue to monitor developments and
evaluate the potential impact on operating and capital costs.

The county maintains two single-employer pension plans, the
smaller of which is fully funded from state contributions. The
larger plan reported a 45.9% funding ratio at the end of FY12, or
an estimated weak 42.4% funding ratio when adjusted by Fitch to
reflect a 7% discount rate. The pension actuarial required
contribution (ARC) has more than tripled in recent years, from
$18.4 million in 2008 to $51.7 million in fiscal 2012. The county
contributed less than the ARC in fiscals 2011 and 2012, relying
upon transfers from the pension fund's inflation equity reserve to
make up the difference. This strategy resulted in technical
meeting of the ARC, but not an overall increase in pension assets.

The county currently funds its other post-employment benefits
(OPEB) on a pay as you go basis. The unfunded actuarially accrued
liability is large at $1.5 billion. County management has at times
discussed the idea of issuing $600 million of OPEB funding bonds,
but no firm plans are in place.

Carrying costs for debt service, pension ARC and OPEB pay-go are
currently moderate at 16.4% of governmental spending (net of
capital projects and mental health funds); however, Fitch expects
carrying costs to rise significantly in the near term, given the
trajectory of the pension ARC, and the county's recent history of
underfunding it.


WESTERN BIOMASS: Sale to GeoSyn Halted in Favor of Higher Offer
---------------------------------------------------------------
Western Biomass Energy LLC, its lender Security National Bank of
Omaha, and the Official Unsecured Creditors' Committee appointed
in Western Biomass's Chapter 11 case succeeded in halting an
online auction and sale of the Debtor's assets.

Western Biomass, a demonstration/research and development ethanol
plant located in Upton, Wyoming, hired Great American Group, LLC,
as financial consultant and liquidator.  Earlier this year, the
Court entered an "Amended Order Authorizing and Approving Auction
Sale of Substantially All of the Debtor's Assets Free and Clear of
Liens, Claims and Interests."  Thereafter, Great American marketed
and sold the assets by an on-line auction on June 11 and 12, 2013
to GeoSynFuels, LLC, for the sale price of $525,000.

Security Bank filed its Objection requesting that the Court refuse
to confirm the sale alleging that the sale should be set-aside due
to a grossly inadequate price and irregularities in the sale
process.  The Debtor and the Committee joined Security Bank's
objection.

Subsequent to the conclusion of, but prior to confirmation of the
on-line auction, the Debtor received an offer to purchase the
assets from American Process, Inc. for the purchase price of
$1,218,750.

The Debtor seeks the Court's approval (I) of the sale of the
assets to API; and, (2) of the settlement between Security Bank
and the Debtor providing for a "carve-out" in the amount of
$325,000 from the API sale proceeds for the benefit of the estate
to pay the estate's administrative costs of attorneys' fees and
provide for a "meaningful distribution to unsecured creditors."
The Debtor argues that it has a fiduciary duty to maximize the
value of the bankruptcy estate.

The Committee argues that bankruptcy courts are courts of equity,
and that the only ability for unsecured creditors to receive a
distribution is upon the court's denial of confirmation of the on-
line auction to GeoSyn and approval of a sale that will provide a
"carve-out" for the estate's administrative expenses and
distribution to unsecured creditors.

GeoSyn was the "winning" bidder for the estate's assets during the
on-line auction. GeoSyn argues that the on-line sale should be
confirmed asserting: (1) Security Bank's objection is untimely and
procedurally defective; (2) the purchase price represents the
market value and not grossly inadequate; and, (3) the sale
procedures were followed as outlined in the Auction Motion.

Great American does not take a position regarding whether the
auction results should be confirmed, but objects to any finding
that Great American did not conduct the auction according to the
Auction Order, historical practices and industry standards.

In stopping the sale to GeoSyn, Bankruptcy Judge Peter J. McNiff
said Security Bank, the Debtor, and the Committee have met their
burden in providing the Court grounds to deny confirmation of this
on-line auction.  First, the price received was grossly inadequate
and the circumstances that confirmation of the sale would result
in a partial payment to one creditor leaving nothing for unsecured
creditors indicates unfairness.

A copy of the Court's Aug. 6 Opinion is available at
http://is.gd/s4zdZwfrom Leagle.com.

                      About Western Biomass

Rapid City, South Dakota-based Western Biomass Energy, LLC, filed
for Chapter 11 bankruptcy (Bankr. D. Wyo. Case No. 12-21085) in
Cheyenne on Oct. 31, 2012.  Stephen R. Winship, Esq., at Winship &
Winship, PC, in Casper, Wyoming, serves as the Debtor's counsel.
The Debtor scheduled $2,885,146 in assets and $35,367,502 in
liabilities.  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/wyb12-21085.pdf The petition was
signed by Thomas Bolan, manager.


WIZARD WORLD: Incurs $3.2 Million Net Loss in Second Quarter
------------------------------------------------------------
Wizard World Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
attributable to common stockholders of $3.18 million on $2.90
million of convention revenue for the three months ended June 30,
2013, as compared with a net loss attributable to common
stockholders of $3.63 million on $1.86 million of convention
revenue for the same period during the prior year.

For the six months ended June 30, 2013, the Company incurred a net
loss attributable to common stockholders of $2.07 million on $4.69
million of convention revenue, as compared with a net loss
attributable to common stockholders of $3.98 million on $2.38
million of convention revenue for the same period a year ago.

Wizard World reported a net loss of $1.02 million in 2012 as
compared with a net loss of $2.01 million in 2011.


As of June 30, 2013, the Company had $2.92 million in total
assets, $8.40 million in total liabilities and a $5.48 million
total stockholders' deficit.

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

                        http://is.gd/zzqRFE

                         About Wizard World

Based in New York, N.Y., Wizard World, Inc., is a producer of pop
culture and multimedia conventions ("Comic Cons") across North
America that markets movies, TV shows, video games, technology,
toys, social networking/gaming platforms, comic books and graphic
novels.  These Comic Cons provide sales, marketing, promotions,
public relations, advertising and sponsorship opportunities for
entertainment companies, toy companies, gaming companies,
publishing companies, marketers, corporate sponsors and retailers.


YRC WORLDWIDE: Incurs $15.1 Million Net Loss in Second Quarter
--------------------------------------------------------------
YRC Worldwide Inc. filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $15.1 million on $1.24 billion of operating revenue for the
three months ended June 30, 2013, as compared with a net loss of
$22.6 million on $1.25 billion of operating revenue for the same
period during the prior year.

For the six months ended June 30, 2013, the Company reported a net
loss of $39.6 million on $2.40 billion of operating revenue, as
compared with a net loss of $104.2 million on $2.44 billion of
operating revenue for the same period a year ago.

As of June 30, 2013, the Company had $2.17 billion in total
assets, $2.81 billion in total liabilities and a $641.5 million
total shareholders' deficit.


"As we move through 2013, we continue to make steady progress on
our long-term objective of regaining a leadership position in the
LTL industry.  In the second quarter, we paved the way for future
success by making investments in newly leased tractors and
trailers, completing the rollout of mobile handheld productivity
devices for our city drivers, and completing the second largest
network optimization in YRC Freight history," said YRC Worldwide
CEO James Welch.  "While the Regionals continue to excel in their
markets, YRC Freight faced some headwinds during the
implementation of the network optimization plan.  We recorded a
one-time charge of $6.3 million related to the network
optimization, which is a small investment in what we anticipate
will be approximately $25 to $30 million in annual savings," added
Welch.

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

                        http://is.gd/oOCSlj

                        About YRC Worldwide

Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ:
YRCW) -- http://www.yrcw.com/-- is a holding company that offers
its customers a wide range of transportation services.  These
services include global, national and regional transportation as
well as logistics.

After auditing the 2011 results, the Company's independent
auditors expressed substantial doubt about the Company's ability
to continue as a going concern.  KPMG LLP, in Kansas City,
Missouri, noted that the Company has experienced recurring net
losses from continuing operations and operating cash flow deficits
and forecasts that it will not be able to comply with certain debt
covenants through 2012.

For the year ended Dec. 31, 2012, the Company incurred a net loss
of $136.5 million on $4.85 billion of operating revenue, as
compared with a net loss of $354.4 million on $4.86 billion of
operating revenue during the prior year.

                           *     *     *

As reported by the TCR on Aug. 2, 2013, Moody's Investors Service
affirmed the rating of YRC Worldwide, Inc., corporate family
rating at Caa3.  The ratings outlook is has been changed to
positive from stable.

"The positive ratings outlook recognizes the important progress
that YRCW has made in restoring positive operating margins through
implementation of yield management initiatives, during a period of
stabilizing demand in the less than truckload ('LTL') segment,"
the report stated.

In August 2011, Standard & Poor's Ratings Services raised its
corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD'
(selective default), after YRC completed a financial
restructuring.  Outlook is stable.

"The ratings on Overland Park, Kan.-based YRCW reflect its
participation in the competitive, capital-intensive, and cyclical
trucking industry," said Ms. Ogbara, "as well as its meaningful
off-balance-sheet contingent obligations related to multiemployer
pension plans." "YRCW's substantial market position in the less-
than-truckload (LTL) sector, which has fairly high barriers to
entry, partially offsets these risk factors. We categorize YRCW's
business profile as vulnerable, financial profile as highly
leveraged, and liquidity as less than adequate."


ZACKY FARMS: Files First Amended Plan of Reorganization
-------------------------------------------------------
ZF in Liquidation, LLC, fka Zacky Farms, LLC, filed with the
Bankruptcy Court an Amended Plan of Liquidation, a full-text copy
of which, along with other plan exhibits, is available at:

       http://bankrupt.com/misc/ZACKY_1stAmdPlanJun27.PDF

The Plan essentially provides for the Debtor to continue its wind-
down efforts after confirmation with administration to be handled
by a professional wind-down manager replacing Keith Cooper.  The
Plan Administrator will liquidate and monetize estate assets,
which consist primarily of the Secured Sale Notes, consisting of
the $6.4 million 503(b)(9) Note and the $3.5 million Creditor
Note.

The Secured Sale Notes are secured notes provided by the DIP
Lender as part of the Zacky Farms Sale.

The Plan provides for the designation and treatment of 15 classes
of claims against and 1 class of interests in the Debtors.  As
previously reported in the May 7, 2013 edition of The Troubled
Company Reporter, Bloomberg News' Bill Rochelle related that Zacky
Farms' unsecured creditors stand to recover as little as 5 percent
or as much as 24 percent under the Plan.

Donald W. Fitzgerald, Esq., Thomas A. Willoughby, Esq., and
Jennifer E. Neimann, Esq. of Felderstein Fitzgerald Willoughby &
Pascuzzi LLP, serve as attorneys for ZF in Liquidation LLC.

                          About Zacky Farms

Fresno, California-based Zacky Farms LLC, whose operations include
the raising, processing and marketing of poultry products, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Cal. Case No.
12-37961) on Oct. 8, 2012 in Sacramento.  The company has roughly
1,000 employees and operates in multiple plants, farms and offices
in California, including operations in Los Angeles, Fresno,
Tulare, Kings, San Joaquin and San Bernardino Counties.   The
company blames high feed prices for losses in recent years.  The
Debtor disclosed $72,233,554 in assets and $67,345,041 in
liabilities as of the Chapter 11 filing.

The Company has plans to sell itself to pay creditors.  Zacky
Farms LLC received bankruptcy-court approval to sell its assets to
the Robert D. and Lillian D. Zacky Trust.

Kurtzman Carson Consultants LLC will provide administrative
services and FTI Consulting, Inc., serves as the Debtor's Chief
Restructuring Officer.  Bankruptcy Judge Thomas Holman presides
over the case.  The petition was signed by Keith F. Cooper, the
Debtor's sole manager.

An official committee of unsecured creditors has been appointed in
the case.  Lowenstein Sandler represents the Committee.  The
Lowenstein team includes Kenneth A. Rosen, Bruce S. Nathan,
Jeffrey D. Prol, Wojciech F. Jung and Keara Waldron.

The Debtor's DIP lender, The Robert D. Zacky and Lillian D. Zacky
Trust U/D/T dated July 26, 1988, is represented by Thomas Walper,
Esq., at Munger Tolles & Olson LLP; and McKool Smith LLP.


ZACKY FARMS: Employs Hank Spacone as Claims Management Consultant
-----------------------------------------------------------------
ZF in Liquidation, LLC, fka Zacky Farms, LLC, sought and obtained
bankruptcy court authority to hire Hank M. Spacone as its claim
management consultant effective July 1, 2013.

The Debtor is undertaking a claims evaluation and objection
process.  The Debtor expects Spacone, prior to the effective date
of its Chapter 11 plan, to (i) set up an electronic claims
database; (ii) download existing data from the Debtor's existing
consultants, FTI Consulting Inc. and Kurtzman Carson Consultants
LLC (a process which could take between 30 and 45 days); (iii)
assist in the transition of other documents and/or electronically
stored information from the Debtor to independent storage
locations and/or databases as may be required in the future by the
Plan Administrator; and (iv) assist in the claim objections
process to ensure that all claim objections are filed promptly.

Mr. Spacone's standard hourly rate is $300.  The hourly rates for
Spacone's other professional staff is $100 to $175.  Spacone will
also bill the estate for all reasonable and necessary out-of-
pocket expenses incurred in relation to its services.

To the best of Debtor's knowledge, Spacone does not hold or
represent any interest materially adverse to the interests of the
estate or of any class of creditors or equity security holders.

Thomas A. Willoughby, Esq., of Felderstein Fitzgerald Willoughby &
Pascuzzi LLP, serves as attorney for ZF in Liquidation LLC.

                        About Zacky Farms

Fresno, California-based Zacky Farms LLC, whose operations include
the raising, processing and marketing of poultry products, filed
for Chapter 11 bankruptcy protection (Bankr. E.D. Cal. Case No.
12-37961) on Oct. 8, 2012 in Sacramento.  The company has roughly
1,000 employees and operates in multiple plants, farms and offices
in California, including operations in Los Angeles, Fresno,
Tulare, Kings, San Joaquin and San Bernardino Counties.   The
company blames high feed prices for losses in recent years.  The
Debtor disclosed $72,233,554 in assets and $67,345,041 in
liabilities as of the Chapter 11 filing.

The Company has plans to sell itself to pay creditors.  Zacky
Farms LLC received bankruptcy-court approval to sell its assets to
the Robert D. and Lillian D. Zacky Trust.

Kurtzman Carson Consultants LLC will provide administrative
services and FTI Consulting, Inc., serves as the Debtor's Chief
Restructuring Officer.  Bankruptcy Judge Thomas Holman presides
over the case.  The petition was signed by Keith F. Cooper, the
Debtor's sole manager.

An official committee of unsecured creditors has been appointed in
the case.  Lowenstein Sandler represents the Committee.  The
Lowenstein team includes Kenneth A. Rosen, Bruce S. Nathan,
Jeffrey D. Prol, Wojciech F. Jung and Keara Waldron.

The Debtor's DIP lender, The Robert D. Zacky and Lillian D. Zacky
Trust U/D/T dated July 26, 1988, is represented by Thomas Walper,
Esq., at Munger Tolles & Olson LLP; and McKool Smith LLP.


* Fitch: DOJ Move to Block AMR-US Airways Merger Credit Negative
----------------------------------------------------------------
The move by the U.S. Department of Justice (DOJ) and six state
attorney generals to block the proposed merger between US Airways
and American Airlines (AMR) could effectively halt near-term
airline industry consolidation and represents a modest credit
negative for U.S. carriers, according to Fitch Ratings.

Many of the improvements in U.S. airline credit profiles over the
last five years have been driven by a more sustainable industry
structure, with a smaller number of stronger carriers benefiting
from disciplined capacity management practices, higher passenger
yields and better revenue fundamentals.

The DOJ complaint, which specifically identifies potential injury
to consumers resulting from reduced competition and higher fares,
may indicate that further consolidation-related improvements in
airline operating profiles may not be achieved, at least in the
near term.

"Our Positive Rating Outlook on US Airways ('B+' Issuer Default
Rating) in large part reflects the potential credit benefits of
the American merger if the deal closed under terms similar to
those proposed. Any significant scaling back of merger-related
benefits, possibly linked to today's DOJ action, would likely lead
us to revisit US Airways' Outlook," Fitch says.

The DOJ's decision may also have a negative impact on AMR's post
emergence credit profile. Regardless of whether the merger is
ultimately completed, AMR will emerge with a lower cost structure
and a reduction in total debt. These benefits can be seen in the
company's improved operating results through the first half of the
year. However, without the benefits of a combined US Airways/AMR
route structure, AMR will remain at a competitive disadvantage to
its larger rivals.

Remarks by DOJ officials following the filing of the antitrust
complaint in a federal district court appear to offer limited room
for compromise through revised merger terms or potential asset
sales that might ease the government's market concentration
concerns. The scale of the complaint, identifying potential harm
to U.S. consumers broadly rather than in specific markets, as seen
in the 2010 merger between United and Continental, suggests that
changes in the merger plan's scale and scope may not be sufficient
to win approval.


* Fitch: Canadian Housing Correction Could Hit Banks' RWA Levels
----------------------------------------------------------------
Regulatory capital ratios for the largest six Canadian banks have
benefited from sustained increases in home prices over the last
decade, but any future downturn in the housing market could put
pressure on those banks' risk-weighted assets (RWA) and regulatory
capital ratios, according to Fitch. The pro-cyclical nature of
Basel III Tier 1 common capital measures could exacerbate the
effects of potential losses on residential mortgages in any future
housing market correction.

Under the Basel III Advanced Approaches (applying to the six
largest banks in Canada and other banks globally), rising home
prices over the last several years have helped keep regulatory
capital ratios strong by, in effect, keeping loan-to-value (LTV)
ratios in Canada artificially low. Lower LTVs, in turn, have
allowed Canadian banks to optimize RWA at lower levels, reducing
the size of the denominator in risk-based capital measures. This
has the effect of lowering the amount of capital banks hold
against residential mortgage exposures.

In a potential downturn, the impact on Basel III capital could be
amplified if RWA levels increase rapidly in response to a housing
price correction. This could drive LTVs higher. Together with
increased charge-offs and additional provisioning in mortgage
portfolios, this could push capital ratios down relative to
international bank counterparts.

Basel III Tier 1 common equity ratios for the top six Canadian
banks - TD, RBC, Bank of Montreal, CIBC, Bank of Nova Scotia and
NBC - all remain solidly above regulatory minimums (between 8.3%
and 9.7% as of 2Q13).

Fitch generally believes that Canadian home prices are likely
nearing a plateau and could exhibit some weakness over a medium-
term time horizon. We believe a sharper than expected price
correction would flow through to higher RWA levels, thereby
putting further pressure on regulatory capital ratios at a time
when rising credit losses will likely hurt retained earnings.

That said, Fitch applied stresses to each bank's mortgage
portfolios and we believe that capital buffers for all six are
adequate to withstand a moderate to severe Canadian housing market
price shock.

* Morrison & Foerster Issues Bankruptcy Group Mid-Year Update
-------------------------------------------------------------
Morrison & Foerster LLP's Business Restructuring & Insolvency
Group continues to work on some of the largest and highest-profile
bankruptcy matters as it is lead debtors counsel to Residential
Capital and lead counsel to the Chapter 11 Trustee in the MF
Global case.  It also represents parties in the Ambac, Pinnacle,
Eastman Kodak, Triad and PMI bankruptcy matters, among other
assignments.

The firm's hard work has earned it recognition from leading
industry publications.  MoFo's Business Restructuring & Insolvency
Group was named Chambers USA Bankruptcy Firm of the Year for 2013
and Law360 Bankruptcy practice Group of the Year for 2013.

The firm has produced its Summer Update that details the status of
some of its assignments, both in the United States and in Europe,
including its work representing Landsbanki hf., one of the three
large banks in Iceland that collapsed in 2008 with combined
liabilities of $65 billion.  Following the recaps, MoFo provides
brief analysis of some of the recent developments in insolvency
law in the United Kingdom and the rest of Europe.

The Summer Update can be found at http://is.gd/cXASiO

Morrison & Foerster has deep experience on all sides of the
bankruptcy process, including working with debtors, creditors'
committees, secured and unsecured creditors, DIP lenders,
purchasers and sellers of claims, and acquirers of distressed
companies (or their assets).  Its cases run the gamut of
industries and type, including restructuring financial
institutions, cross-border insolvencies, distressed real estate,
creditor committee representations, insolvencies involving key
intellectual property, and hedge fund failures.


* Peter Carson Joins Sheppard's Finance & Bankruptcy Practice
-------------------------------------------------------------
Peter H. Carson, Lorna L. Tanner and Stephanie L. Zeppa have
joined Sheppard, Mullin, Richter & Hampton LLP as partners.
Mr. Carson joins the firm's San Francisco office, as a member of
the Finance and Bankruptcy practice group.  Ms. Tanner and
Ms. Zeppa join the firm's Palo Alto office, as members of the
Intellectual Property practice group and Corporate practice group,
respectively.  Mr. Carson joins from Bingham McCutchen, where he
was a member of the Transactional Finance practice and co-chaired
the Healthcare Industry Group.  Ms. Tanner joins from Foley &
Lardner and Ms. Zeppa joins from Dentons.

"Peter, Lorna and Stephanie are outstanding additions to the firm.
Their respective practice expertise and backgrounds tightly mesh
with our San Francisco and Palo Alto offices, as well as firmwide.
We continue to grow our Bay Area offices and expand our bench to
better serve clients' needs," said Guy N. Halgren, chairman of
Sheppard Mullin.

"Peter is a great fit for our finance practice as he concentrates
on the representation of banks and commercial finance lenders
across a wide range of debt financings, markets and industries.
He is well-respected in the industry, well-known to many of our
attorneys, and we represent many of the same clients," commented
Alan H. Martin, co-chair of Sheppard Mullin's Finance and
Bankruptcy practice group.

"The addition of Lorna and Stephanie to our office is testament to
Sheppard Mullin's continued success and growth in Silicon Valley.
Lorna's patent prosecution practice dovetails well with both our
IP practice group and life sciences team.  Stephanie brings a
broad-based venture technology and emerging growth transactional
expertise that fits well with our corporate practice in Palo Alto
and firmwide," commented Edward V. Anderson, co-managing partner
of Sheppard Mullin's Palo Alto office.  "Sheppard Mullin
represents both emerging technology and Fortune 500 companies, and
Lorna and Stephanie's clients similarly range in size from start-
ups to established companies."

Mr. Carson's practice is focused on representing U.S. and foreign
banks, business development companies, commercial finance lenders,
debt funds, and other institutional lenders as well as company and
private equity clients.  He represents these clients in all
aspects of complex secured and unsecured debt financings,
including senior syndicated, asset-based, acquisition, mezzanine,
second lien, credit enhancement and other financings,
recapitalizations, and restructurings across a range of
industries, such as healthcare, technology, retail, transportation
and distribution, media and telecommunications, ski resorts,
sports franchises, food and beverage, agriculture, and forest
products.  Mr. Carson is a member of the American Law Institute
and an officer of the American College of Commercial Finance
Lawyers and received his J.D. from the University of California
Berkeley School of Law (Boalt Hall) in 1985 and B.A. from the
University of California, Berkeley in 1980.

Ms. Tanner counsels pharmaceutical, life science, and medical
device clients on strategic issues relating to the development and
management of their global intellectual property portfolios.  Her
practice focuses on preparing and prosecuting patents to ensure
clients' business objectives are met.  Ms. Tanner performs due
diligence analyses on patent portfolios for financings, mergers,
and acquisitions and renders opinions on infringement,
inventorship, and freedom-to-operate.  Her technical emphasis is
in pharmaceutically active small molecules, in clinical
development with a primary focus on developing and executing
patent strategies for late-stage and approved drugs.  Ms. Tanner
has experience in a variety of other technologies, including:
polymers in the context of embolic compositions and adhesives;
drug delivery, including pulmonary, topical, and pharmaceutical
formulations; biologics such as modified proteins and viruses;
green technologies such as clean coal refining; and medical
devices, including aesthetic devices, syringes, catheters and
embolic coils.  Ms. Tanner received a J.D. from Santa Clara
University School of Law in 2002 and B.S. from University of
California, Berkeley in 1999.

Ms. Zeppa has extensive experience in corporate finance and
securities matters, such as mergers and acquisitions, capital-
raising transactions and strategic commercial transactions.  Her
primary focus is on emerging growth and technology companies, with
a company-side track record that spans the entire corporate life-
cycle, including pre-incorporation planning, general corporate
counseling, venture capital financings, strategic commercial
transactions and mergers and acquisitions.  Ms. Zeppa also
regularly works with investors and financial institutions on
capital-raising transactions for emerging growth companies.  She
has experience with companies in industries such as mobile,
interactive entertainment products, new media and digital health.
Ms. Zeppa received a J.D., magna cum laude, Order of the Coif,
from Hastings School of Law, University of California in 1999 and
a B.A., cum laude, from Pepperdine University in 1994.

Sheppard Mullin has 120 attorneys based in its Bay Area offices
(90 in San Francisco and 30 in Palo Alto).  The firm's Corporate
practice group includes 140 attorneys, the Finance and Bankruptcy
practice group includes 70 attorneys, and the firm's Intellectual
Property practice group includes 100 attorneys.

On Aug. 12, Corporate partner Tom Devaney joined Sheppard Mullin
in the firm's New York office from Morrison & Foerster.  On
Aug. 1, partners David Almeida and Ariel Yehezkel joined Sheppard
Mullin in the firm's Chicago and New York offices, respectively.
Almeida joined as a member of the Business Trial practice group
and Privacy and Data Security practice from Sedgwick, where he was
co-chair of that firm's Privacy and Data Protection Group.
Yehezkel joined as a member of the Corporate practice group from
Kirkland & Ellis.

           About Sheppard, Mullin, Richter & Hampton LLP

Sheppard Mullin -- http://www.sheppardmullin.com-- is a full
service Global 100 firm with 630 attorneys in 15 offices located
in the United States, Europe and Asia. Since 1927, companies have
turned to Sheppard Mullin to handle corporate and technology
matters, high stakes litigation and complex financial
transactions.  In the U.S., the firm's clients include more than
half of the Fortune 100.


* Recent Small-Dollar & Individual Chapter 11 Filings
-----------------------------------------------------

In re The Roque Center, Inc.
   Bankr. C.D. Cal. Case No. 13-16722
     Chapter 11 Petition filed August 6, 2013
         See http://bankrupt.com/misc/cacb13-16722p.pdf
         See http://bankrupt.com/misc/cacb13-16722c.pdf
         represented by: John A. Lapinski, Esq.
                         E-mail: jlapinski@clarktrev.com

In re James Martin
   Bankr. D. Colo. Case No. 13-23485
      Chapter 11 Petition filed August 6, 2013

In re 3811 Kenny Drive Realty Assoc. LLC
        dba Cafe Amalfi
   Bankr. M.D. Fla. Case No. 13-10380
     Chapter 11 Petition filed August 6, 2013
         See http://bankrupt.com/misc/flmb13-10380.pdf
         represented by: R. John Cole, II, Esq.
                         E-mail: rjc@rjcolelaw.com

In re Joseph Cesario
   Bankr. M.D. Fla. Case No. 13-4806
      Chapter 11 Petition filed August 6, 2013

In re Elaine Patterson
   Bankr. S.D. Fla. Case No. 13-28656
      Chapter 11 Petition filed August 6, 2013

In re Thomas Haskins
   Bankr. S.D. Fla. Case No. 13-28647
      Chapter 11 Petition filed August 6, 2013

In re Greenacres Estates, LLC
   Bankr. M.D. Ga. Case No. 13-70983
     Chapter 11 Petition filed August 6, 2013
         See http://bankrupt.com/misc/gamb13-70983.pdf
         represented by: Christopher W. Terry, Esq.
                         Stone and Baxter, LLP
                         E-mail: cterry@stoneandbaxter.com

In re Billy Craven
   Bankr. N.D. Ga. Case No. 13-22210
      Chapter 11 Petition filed August 6, 2013

In re Harold Shaw
   Bankr. N.D. Ga. Case No. 13-67264
      Chapter 11 Petition filed August 6, 2013

In re Infinite Pengar Solutions, LLC
   Bankr. N.D. Ga. Case No. 13-67181
     Chapter 11 Petition filed August 6, 2013
         Filed pro se

In re NK & MB, Inc.
   Bankr. N.D. Ga. Case No. 13-67203
     Chapter 11 Petition filed August 6, 2013
         See http://bankrupt.com/misc/ganb13-67203.pdf
         represented by: Joseph J. Burton, Jr., Esq.
                         Mozley, Finlayson & Loggins, LLP
                         E-mail: jburton@mfllaw.com

In re William Lampkin
   Bankr. S.D. Ga. Case No. 13-20873
      Chapter 11 Petition filed August 6, 2013

In re 333 Bourbon Club, LLC
        aka Voodoo Vibe
   Bankr. E.D. La. Case No. 13-12139
     Chapter 11 Petition filed August 6, 2013
         See http://bankrupt.com/misc/laeb13-12139.pdf
         represented by: Leo M. Prange, III, Esq.
                         E-mail: lprange3@aol.com

In re Keith Yankow
   Bankr. D. Mass. Case No. 14694
      Chapter 11 Petition filed August 6, 2013

In re H30, LLC
   Bankr. D. N.J. Case No. 13-27290
     Chapter 11 Petition filed August 6, 2013
         See http://bankrupt.com/misc/njb13-27290.pdf
         represented by: Stephen B. McNally, Esq.
                         McNally & Busche, LLC
                         E-mail: steve@mcnally-law.com

In re Larry McCullough, Inc.
        dba Haywood Hills Mobile Home Park
   Bankr. M.D. N.C. Case No. 13-50967
     Chapter 11 Petition filed August 6, 2013
         See http://bankrupt.com/misc/ncmb13-50967.pdf
         represented by: Dirk W. Siegmund, Esq.
                         Ivey, McClellan, Gatton, & Talcott, LLP
                         E-mail: dws@imgt-law.com

In re New Palladium LLC
   Bankr. E.D. Pa. Case No. 13-16920
     Chapter 11 Petition filed August 6, 2013
         See http://bankrupt.com/misc/paeb13-16920.pdf
         represented by: Michael D. Sayles, Esq.
                         Sayles and Associates
                         E-mail: midusa1@comcast.net

In re Israel Hernandez-Alonso
   Bankr. D. P.R. Case No. 13-6420
      Chapter 11 Petition filed August 6, 2013

In re Fred Foshee
   Bankr. E.D. Tenn. Case No. 13-32863
      Chapter 11 Petition filed August 6, 2013

In re Manas Properties, LLC
   Bankr. N.D. Tex. Case No. 13-34061
     Chapter 11 Petition filed August 6, 2013
         See http://bankrupt.com/misc/txnb13-34061.pdf
         Filed pro se

In re 3345 E. Hwy 29, LLC
   Bankr. W.D. Tex. Case No. 13-11523
     Chapter 11 Petition filed August 6, 2013
         See http://bankrupt.com/misc/txwb13-11523.pdf
         represented by: Ray Fisher, Esq.
                         Fisher Law Offices
                         E-mail: rayfisher@rayfisherlaw.com
In re James Ratliff
   Bankr. N.D. Ala. Case No. 13-82397
      Chapter 11 Petition filed August 7, 2013

In re Tall Shot
   Bankr. D. Ariz. Case No. 13-13575
      Chapter 11 Petition filed August 7, 2013

In re Bellrock Properties I, LLC
   Bankr. D. Ariz. Case No. 13-13619
     Chapter 11 Petition filed August 7, 2013
         See http://bankrupt.com/misc/azb13-13619.pdf
         represented by: Scott D. Gibson, Esq.
                         THOMPSON KRONE GIBSON, PLC
                         E-mail: sdgecf@lawtkg.com

In re B. Clubb
   Bankr. S.D. Cal. Case No. 13-08012
      Chapter 11 Petition filed August 7, 2013

In re Oak Ford Partners, LLC
   Bankr. M.D. Fla. Case No. 13-10449
     Chapter 11 Petition filed August 7, 2013
         See http://bankrupt.com/misc/flmb13-10449.pdf
         represented by: Timothy W. Gensmer, Esq.
                         TIMOTHY W. GENSMER, P.A.
                         E-mail: timgensmer@aol.com

In re 8103 S Halsted Inc
   Bankr. N.D. Ill. Case No. 13-31560
     Chapter 11 Petition filed August 7, 2013
         See http://bankrupt.com/misc/ilnb13-31560.pdf
         represented by: Mansoor H. Ansari, Esq.
                         ANSARI TAX LAW FIRM
                         E-mail: ansarimansoor@hotmail.com

In re Intermark, Inc.
   Bankr. D. Kans. Case No. 13-22036
     Chapter 11 Petition filed August 7, 2013
         See http://bankrupt.com/misc/ksb13-22036.pdf
         represented by: Colin N. Gotham, Esq.
                         EVANS & MULLINIX, P.A.
                         E-mail: colin@evans-mullinix.com

In re RLP-Buckwood Court, LLC
   Bankr. D. Nev. Case No. 13-16787
     Chapter 11 Petition filed August 7, 2013
         See http://bankrupt.com/misc/nvb13-16787.pdf
         represented by: J. Charles Coons, Esq.
                         COOPER COONS, LTD.
                         E-mail: charles@coopercoons.com

In re David Rivera Manzano
   Bankr. D. P.R. Case No. 13-06458
      Chapter 11 Petition filed August 7, 2013

In re Michael Rubin
   Bankr. W.D. Tenn. Case No. 13-28399
      Chapter 11 Petition filed August 7, 2013

In re Sharon Baunchand
   Bankr. W.D. Wash. Case No. 13-17182
      Chapter 11 Petition filed August 7, 2013

In re Richard Kruper
   Bankr. C.D. Cal. Case No. 13-16765
      Chapter 11 Petition filed August 8, 2013

In re Rina Aguilar
   Bankr. C.D. Cal. Case No. 13-30058
      Chapter 11 Petition filed August 8, 2013

In re William Harris
   Bankr. S.D. Ga. Case No. 13-11432
      Chapter 11 Petition filed August 8, 2013

In re 2625 North Clark Street, LLC
   Bankr. N.D. Ill. Case No. 13-31783
     Chapter 11 Petition filed August 8, 2013
         See http://bankrupt.com/misc/ilnb13-31783.pdf
         represented by: O Allan Fridman, Esq.
                         Law Office of O. Allan Fridman
                         E-mail: allanfridman@gmail.com

In re Shennen Wright
   Bankr. D. Md. Case No. 13-23566
      Chapter 11 Petition filed August 8, 2013

In re Brown Bear LLC
        dba Garbage Man ? BBCB
   Bankr. D. Minn. Case No. 13-43945
     Chapter 11 Petition filed August 8, 2013
         See http://bankrupt.com/misc/mnb13-43945.pdf
         represented by: Steven B. Nosek, Esq.
                         E-mail: snosek@noseklawfirm.com

In re GG LBI, LLC
        dba Yellowfin
   Bankr. D. N.J. Case No. 13-27441
     Chapter 11 Petition filed August 8, 2013
         See http://bankrupt.com/misc/njb13-27441.pdf
         represented by: Joseph Albanese, Esq.
                         Law Office of Joseph Albanese
                         E-mail: jabanklaw1@aol.com

   In re Quatro, LLC
           dba Cafe Aletta
      Bankr. D. N.J. Case No. 13-27442
        Chapter 11 Petition filed August 8, 2013
            See http://bankrupt.com/misc/njb13-27442.pdf
            represented by: Joseph Albanese, Esq.
                            Law Office of Joseph Albanese
                            E-mail: jabanklaw1@aol.com

In re Gail Moore
   Bankr. E.D. Va. Case No. 13-13656
      Chapter 11 Petition filed August 8, 2013

In re Jeffery Flick
   Bankr. W.D. Wash. Case No. 13-17249
      Chapter 11 Petition filed August 8, 2013



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR.  Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts.  The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors" Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog,
Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R.
Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman,
Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $975 for 6 months delivered via
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.


                  *** End of Transmission ***