TCR_Public/130902.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Monday, September 2, 2013, Vol. 17, No. 243


                            Headlines

56 WALKER: Files Liquidating Chapter 11 Plan
ADAMIS PHARMACEUTICALS: Incurs $1-Mil. Net Loss in June 30 Quarter
AGFEED INDUSTRIES: Incentive Plan Approved
AGFEED INDUSTRIES: U.S. Trustee Appoints 5-Member Creditors' Panel
AGFEED INDUSTRIES: U.S. Trustee Names 3 Members to Equity Panel

AGFEED INDUSTRIES: U.S. Trustee Objects to Key Employee Bonuses
AGFEED INDUSTRIES: G. Leeper Consulting Agreement Approved
AGFEED INDUSTRIES: Creditors' Panel Taps CohnReznick as Advisors
ALLEN SYSTEMS: Moody's Lowers CFR to 'Caa2'; Outlook Negative
AMERICAN AIRLINES: Trial in DOJ Antitrust Suit to Start Nov. 25

AMERICAN CASINO: Moody's Alters Outlook to Stable & Keeps B3 CFR
AMERICAN ROADS: Can Employ Greenhill as Financial Advisor
AMERICAN ROADS: Has Court Okay to Tap Epiq as Solicitation Agent
ANCHOR BANCORP: Pre-Packaged Plan Gets Bankruptcy Court Approval
ASSURED PHARMACY: Amends Second Quarter Form 10-Q

ATP OIL: Pomerantz Law Firm Files Securities Class Action in Texas
BANKERS LIFE: A.M. Best Affirms 'B(Fair)' Finc'l. Strength Rating
BASIC ENERGY: S&P Revises Outlook to Stable & Affirms 'B+' CCR
BEATS ELECTRONICS: Moody's Rates $225MM Senior Term Loan 'Ba3'
BOART LONGYEAR: Moody's Mulls Possible Downgrade of 'Ba3' CFR

BON-TON STORES: Incurs $37.3 Million Net Loss in 2nd Quarter
CAESARS ENTERTAINMENT: Bank Debt Trades at 10% Off
CAMBIUM LEARNING: S&P Raises CCR to 'CCC+'; Outlook Negative
CASTLE KEY: A.M. Best Affirms 'B-(Fair)' Finc'l. Strength Rating
CENTRAL GARDEN: Weak Performance Cues Moody's to Lower CFR to B2

CHINA PEDIATRIC: Incurs $1.2-Mil. Net Loss in Second Quarter
COMMUNITY TOWERS I: Takes Another Shot at Confirming Exit Plan
CONTINENTAL RESOURCES: S&P Raises Corp. Credit Rating From 'BB+'
CROSS BORDER RESOURCES: Reports $240,284 Net Income in 2nd Quarter
CUMULUS MEDIA: To Acquire Dial Global for $260 Million

CYBER DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
DARLING INTERNATIONAL: S&P Affirms 'BB+' CCR; Outlook Stable
DECISION DIAGNOSTICS: Incurs $1.8-Mil. Net Loss in Second Quarter
DECISIONPOINT SYSTEMS: Incurs $1.1-Mil. Net Loss in Second Quarter
DETROIT, MI: Protective Order Approved

DETROIT, MI: Seeks $350 Million DIP Financing
DYNACAST INT'L: Moody's Alters Outlook to Stable & Keeps B2 CFR
EASTMAN KODAK: Gets Extension to Object to Sec. 503(b)(9) Claims
EASTMAN KODAK: Wins Court Approval to Assign ITT Contract
EASTON-BELL: S&P Revises Outlook to Negative & Affirms 'B' CCR

EDISON MISSION: Bar Date for Homer City Debtors Is Oct. 29
EDISON MISSION: Inks Escrow Agreement with Kern River & US Bank
EDISON MISSION: Judge Cox Did Not Rule on Bid to Junk Tyche Appeal
EDISON MISSION: Has Court OK to Hire Sitrick as Claims Consultant
ELEPHANT TALK: Borrows EUR2 Million From Bernard Moncarey

END OF THE ROAD: Case Summary & 5 Unsecured Creditors
ENERGYSOLUTIONS INC: Incurs $57.2 Million Net Loss in 2nd Quarter
EOS PETRO: Incurs $2.7-Mil. Net Loss in Second Quarter
EVERGREEN OIL: Plan Confirmation Hearing Continued to Sept. 12
EXCEL MARITIME: Court Rebuffs Creditors' Bid to File Rival Plan

EXCEL MARITIME: Panel Pushes for Termination of Exclusive Periods
FORT NORFOLK: Case Summary & 4 Unsecured Creditors
FREESEAS INC: Issues 1.3MM Add'l Settlement Shares to Hanover
FRESH START: Incurs $155K Net Loss in Second Quarter
GENERAL MOTORS: Fitch Affirms 'BB+' Issuer Default Ratings

GENESEE & WYOMING: S&P Keeps BB- CCR & Alters Outlook to Positive
GIGGLE N HUGS: Incurs $321K Net Loss in Second Quarter
GK ACQUISITIONS: Case Summary & 2 Unsecured Creditors
GRANDPARENTS.COM INC: Incurs $2.1-Mil. Net Loss in Second Quarter
GREAT CHINA INTERNATIONAL: Reports $43,000 Net Income in 2nd Qtr.

GREENFIELD REDEVELOPMENT: S&P Downgrades TABs Rating to 'BB'
GREENHUNTER RESOURCES: Incurs $537K Net Loss in Second Quarter
HAMPTON LAKE: Court Approves Extended Cash Collateral Budget
HAYDEL PROPERTIES: Confirms First Amended Plan of Reorganization
HOWREY LLP: Firms Unite to Fight Unfinished Business Suits

INDUSTRIAL SERVICES: Incurs $1.2-Mil. Net Loss in Second Quarter
INSPIREMD INC: Presenting at Rodman Conference on Sept. 10
INTERFAITH MEDICAL: Public Advocate Opposes Hospital Closure Plan
INTERFAITH MEDICAL: Seeks Extension of Exclusive Periods
INTERFAITH MEDICAL: IM Foundation Wants Exclusivity Terminated

JERRY'S NUGGET: U.S. Bank Balks at Plan Witness and Exhibit List
JEMD REALTY: Case Summary & 20 Largest Unsecured Creditors
LABOR SMART: Incurs $762K Net Loss in Second Quarter
LADY BIRD: Case Summary & 4 Unsecured Creditors
LADY BUG: Voluntary Chapter 11 Case Summary

LBI MEDIA: S&P Lowers Corporate Credit Rating to 'SD'
LIGHTSQUARED INC: Shouldn't Run Bankruptcy Auction, Lenders Say
LON MORRIS: Sues Former Leader for Mismanagement
LONGVIEW POWER: Power Plant Operator Files for Bankruptcy
LONGVIEW POWER: Case Summary & 50 Largest Unsecured Creditors

MEDIACOM LLC: Fitch Affirms, Withdraws Rating for Business Reasons
METRO FUEL: Sept. 12 Hearing on Exclusivity, Case Conversion Bids
MERGE HEALTHCARE: Weak Demands Prompts Moody's to Lower CFR to B3
MFM DELAWARE: Sept. 27 Set as Claims Bar Date
MFM DELAWARE: Wants Until Dec. 24 to Decide on Unexpired Leases

MFM DELAWARE: Wants Until Jan. 23 to File Chapter 11 Plan
MICHAEL VICK: To Emerge from Bankruptcy
MINERALRITE CORP: Incurs $552K Net Loss in Second Quarter
MOBIVITY HOLDINGS: Clarifies it is Not a "Shell Company"
MORGAN'S FOODS: Borrows $8.9 Million From Huntington National

MPG OFFICE: BPO Extends Tender Offer Until September 9
MUD KING: National Oilwell Wants Chapter 11 Case Dismissed
NATIONAL CONTRACTORS: A.M. Best Lowers FSR to 'B(Fair)'
NAUGATUCK VALLEY FINANCIAL: Incurs $4.8-Mil. Net Loss in 2nd Qtr.
NAVISTAR INTERNATIONAL: Web Cast on Sept. 4 to Discuss Q3 Results

NET ELEMENT INTERNATIONAL: Incurs $20.2-Mil. Net Loss in 2nd Qtr.
NNN 3500: Case Summary & 30 Largest Unsecured Creditors
OVERNEAR INC: Incurs $576K Net Loss in Second Quarter
P.F. CHANG'S: S&P Lowers CCR to 'B-' & Loan Ratings to 'B'
PANACHE BEVERAGE: Restated Figures Show $809K Loss in 1st Quarter

PERSONAL COMMUNICATIONS: Epiq Serves as Claims and Noticing Agent
PERSONAL COMMUNICATIONS: Has Until Sept. 14 to File Schedules
PFF BANCORP: Chapter 11 Liquidating Plan Declared Effective
PICCADILLY RESTAURANTS: Wants DIP Loan Extended Until Nov. 19
PILGRIM'S PRIDE: S&P Raises Corp. Credit Rating to 'BB-'

PREMIER PAVING: Confirms Third Amended Reorganization Plan
PRM FAMILY: Seeks Continued Use of BofA Cash Collateral
PRM FAMILY: Wants Until Dec. 23 to Decide on Unexpired Leases
PROBE MANUFACTURING: Incurs $85K Net Loss in Second Quarter
RANGE RESOURCES: Rising Productivity Triggers Moody's Ba1 Upgrade

RG STEEL: To Sell IP Addresses to Dynamic Network for $426K
RML DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
ROTHSTEIN ROSENFELDT: Two Attys. Charged in Link to Ponzi Scheme
ROOMSTORE INC: Acme Buys Manufacturing & Distribution Facility
SAN BERNARDINO, CA: Bankruptcy OK Gives Troubled Cities Leverage

SEARS HOLDINGS: Incurs $194 Million Net Loss in 2nd Quarter
SOLEDAD REDEVELOPMENT: S&P Alters Outlook & Keeps BB+ Bonds Rating
SPRINGLEAF FINANCE: Fitch Raises Issuer Default Rating to 'B-'
SPX CORP: Moody's Cuts CFR to 'Ba2' & 2 Sr. Notes Rating to 'Ba3'
STELLAR BIOTECHNOLOGIES: To Present at Rodman Conference

STRIKE MINERALS: Delays Filing of Annual Financial Statements
SWJ MANAGEMENT: Sept. 4 Hearing on Bid to Transfer Case to NJ
TIMIOS NATIONAL: Inks Indemnification Pacts with Select D&Os
TARGETED MEDICAL: Selects William Horne as CFO
TMC FINANCIAL: Wins Favorable Judgment in Suit Over Note Default

TOMSTEN INC: Has Until Nov. 25 to Decide on Unexpired Leases
TRI-STATE EROSION: Case Summary & 20 Largest Unsecured Creditors
TRANSAKT LTD: Incurs $1.2-Mil. Net Loss in Second Quarter
TRINSEO SA: S&P Lowers Corp. Credit Rating to 'B'; Outlook Stable
TRISTAR WELLNESS: Incurs $1.7-Mil. Net Loss in Second Quarter

TUBE CITY: S&P Puts 'BB-' CCR on CreditWatch Developing
UNIVAR NV: Bank Debt Trades At 2% Off
UPPER NASSAU: Case Summary & 20 Largest Unsecured Creditors
WALTER ENERGY: Bank Debt Trades at 4% Off
WINDSTREAM CORP: Holding Co Formation No Impact on Fitch Ratings

WVSV HOLDINGS: Rival Chapter 11 Plans Revised
YUCAIPA TOWING: Case Summary & 20 Largest Unsecured Creditors
ZACH ALBRIGHT: Case Summary & Unsecured Creditor
XHIBIT CORP: Incurs $4.3-Mil. Net Loss in Second Quarter

* Visa, MasterCard Merchants Better with Pact, Expert Says
* Bankruptcy Filings Slightly Higher in August, NACM Index Shows
* Fewer U.S. Banks Fail as Industry Continues to Heal

* Fitch: Global Reinsurance Outlook Still Stable, Pricing to Fall
* Moody's Says Outlook on US Personal Lines Insurers Sector Stable
* Moody's Says Outlook on US Commercial Line Insurers Stable

* BOND PRICING -- For Week From August 26 to 30, 2013

                            *********

56 WALKER: Files Liquidating Chapter 11 Plan
--------------------------------------------
56 Walker LLC filed with the U.S. Bankruptcy Court for the
Southern District of New York a liquidating Chapter 11 plan, which
will be funded by the proceeds of the sale of the Debtor's parcel
of improved real property located at 56 Walker Street, in New
York.

Under the Plan, the Allowed Unsecured Claims (Class 4) will
receive a pro rata portion of the remaining proceeds of the
Distribution Fund, if any, up to 100% of the Allowed Class 4
Claim, after payment in full of all Class 1, 2 and 3 Allowed
Claims and Allowed Administrative and Priority Claims.  Allowed
Class 4 Claims will be paid on the later to occur of (a) the
Allowance or dis-Allowance of all Class 1, 2 and 3 Secured Claims
and (b) 10 business days following the Closing Date.  Allowed
Class 4 Claims are impaired under the Plan and shall be entitled
to vote to accept or reject the Plan.

The Allowed Secured Claims of the holders of Mechanic's Liens
(Class 1) will be paid in full on the Closing Date.  The Allowed
Secured Claim of MB Financial (Class 2), if any, will be paid in
full, to the extent Allowed, less any payments received during the
Chapter 11 case from the rents of the Property, either directly or
via the State Court appointed Receiver, and shall be paid on the
Closing Date.  The Allowed Secured Claim of Wextrust (Class 3)
will be paid in full, to the extent Allowed, together with any
postpetition Date interest at the Federal Judgment Rate, on the
Closing Date.

The Allowed Interest (Class 5) will receive the remaining proceeds
of the Distribution Fund, if any, after the payment of all
classified and unclassified Allowed Claims.

A full-text copy of the Plan, dated Aug. 22, 2013, is available
at http://bankrupt.com/misc/56WALKER_plan0822.pdf

Jonathan S. Pasternak, Esq., and Erica Feynman Aisner, Esq., at
DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP, in White
Plains, New York, represent the Debtor.

56 Walker LLC, the owner of a six-story building at 56 Walker
Street in the Tribeca section of Manhattan, returned to Chapter 11
(Bankr. S.D.N.Y. Case No. 13-11571) on May 13, 2013, this time
aiming for a $23 million sale to pay off about $14 million in
mortgages and $2 million in unsecured debt.  The Debtor scheduled
assets of $23,000,000 and liabilities of $15,996,104.

Judge Shelley Chapman was initially assigned to the case but the
case was transferred to Judge Allan L. Gropper.  Erica Feynman
Aisner, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr,
LLP, serves as the Debtor's counsel.

The previous Chapter 11 case began in September 2011 and was
dismissed in August 2012 when the bankruptcy judge refused to
approve a settlement.


ADAMIS PHARMACEUTICALS: Incurs $1-Mil. Net Loss in June 30 Quarter
------------------------------------------------------------------
Adamis Pharmaceuticals Corporation filed its quarterly report
on Form 10-Q, reporting a net loss of $1.0 million for the three
months ended June 30, 2013, compared with a net loss of
$2.7 million for the three months ended June 30, 2012.

Adamis had no revenues during the three month periods ending
June 30, 2013, and 2012, respectively.

The Company's balance sheet at June 30, 2013, showed $4.1 million
in total assets, $9.1 million in total liabilities, and a
stockholders' deficit of $5.0 million.

"Our independent registered public accounting firm has included a
"going concern" explanatory paragraph in its report on our
financial statements for the years ended March 31, 2013, and 2012.
indicating that we have incurred recurring losses from operations
and have limited working capital to pursue our business
alternatives, and that these factors raise substantial doubt about
our ability to continue as a going concern.  As of June 30, 2013,
we had approximately $3.4 million in cash and equivalents, an
accumulated deficit of approximately $39.0 million and substantial
liabilities and obligations.  We have limited cash reserves,
liabilities that exceed our assets and significant cash flow
deficiencies.  Additionally, we will need significant funding in
the short term to continue operations and for the future
operations and the expenditures that will be required to conduct
the clinical and regulatory work to develop our product
candidates.

"Continued operations are dependent on our ability to complete
other equity or debt funding transactions.  Such capital formation
activities may not be available or may not be available on
reasonable terms.  If we do not obtain additional equity or debt
funding in the near future, our cash resources will rapidly be
depleted and we will be required to materially reduce or suspend
operations, which would likely have a material adverse effect on
our business, stock price and our relationships with third parties
with whom we have business relationships, at least until
additional funding is obtained.

"The above conditions raise substantial doubt about our ability to
continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/bJoTVg

San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC
QB: ADMP) is a biopharmaceutical company engaged in the
development and commercialization of specialty pharmaceutical and
biotechnology products in the therapeutic areas of respiratory
disease, allergy, oncology and immunology.


AGFEED INDUSTRIES: Incentive Plan Approved
------------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
AgFeed Industries' motion for entry of an order: (i) authorizing
the Debtors to honor obligations in connection with certain key
executive employment and incentive agreements with Edward Pazdro
and Gerard R. Daignault; (ii) approving the Debtors' key executive
incentive plan (KEIP) and key manager incentive plan (KMIP) and
(iii) authorizing payment of earned bonus program holdbacks to
certain key executives.

As previously reported, "In addition to their existing and
ordinary course responsibilities, the KEIP Participants are also
actively engaged in identifying, providing information to, and
negotiating with potential purchasers, and in furtherance thereof,
the KEIP Participants play a significant role in ongoing
negotiations with such interested parties, the analysis of any
potential bids, and the due diligence production that will be made
in connection therewith....The Debtors believe that the KMIP
Participants are critical to realizing maximum value from the Sale
or series of sales. Such individuals are responsible during the
sale period for maintaining the Debtor's employment base, running
certain key aspects of the Debtors' business on a day-to-day
basis, assisting Debtor's counsel in the preparation of essential
reporting and bankruptcy-related documents, responding to
diligence request from potential buyers, and seamlessly
transitioning the AgFeed USA assets (and related contracts,
agreements and leases) to the ultimate purchaser of such assets.
Specifically, upon the successful consummation and closing of the
Sale or series of sales of the AgFeed USA assets, the KMIP
Participant would be entitled to a one-time payment of $10,000."

                      About Agfeed Industries

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

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

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

A five-member official committee of unsecured creditors was
appointed in the bankruptcy cases.  A five-member official
committee of unsecured creditors was appointed in the bankruptcy
cases.  The Creditors' Committee proposes to hire as counsel Nancy
A. Peterman, Esq., Matthew T. Gensburg, Esq., and Paul T. Fox,
Esq., at Greenberg Traurig, LLP, in Chicago, Illinois.

A three-member official committee of equity security holders was
appointed in the bankruptcy cases.


AGFEED INDUSTRIES: U.S. Trustee Appoints 5-Member Creditors' Panel
------------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, named five
members to the committee of unsecured creditors in the Chapter 11
cases of AgFeed USA, LLC, and its debtor affiliates.

The Committee members are:

   1. Abernathy MacGregor Group
      Attn: Jerry R. Maloney
      277 Park Avenue, 39th Floor
      New York, New York 10172
      Phone: 212-371-5999
      Fax: 212-593-1845

   2. Milton P. Webster, III, 1919
      1919 S. Prairie Ave., #4
      Chicago, IL 60616
      Phone: 312-846-6840

   3. Marcum Bernstein & Pinchuk LLP
      Attn: Neil Pinchuk
      7 Penn Plaza, Ste. 830
      New York, NY 10001
      Phone: 646-442-4845
      Fax: 646-349-5200

   4. Protiviti Inc.
      Attn: Michael Atkinson
      1 East Pratt St., Ste. 800
      Baltimore, MD 21202
      Phone: 410-454-6836
      Fax: 410-454-6801

   5. Archer Daniels Midland Company
      Attn: Larry Bostick/Chad Moore
      4666 Faries Pkwy.
      Decatur, IL 62525
      Phone: 217-451-3952
      Fax: 217-424-6187

David L. Buchbinder, Esq., for T. Patrick Tinker, Assistant U.S.
Trustee.

                      About Agfeed Industries

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

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

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

A three-member of the official committee of equity security
holders was appointed in the bankruptcy cases.


AGFEED INDUSTRIES: U.S. Trustee Names 3 Members to Equity Panel
---------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, named three
members to the official committee of equity security holders in
the Chapter 11 cases of AgFeed Industries, Inc., and its debtor
affiliates.

The Committee members are:

   1. Mario Grech
      #3402 38 Grenville Street
      Toronto, ON, M4Y 1A5
      Phone: 647-347-5081

   2. Andrew Ferencz
      15005 SE 80th Street
      Newcastle, WA 98059
      Phone: 425-277-1989.

   3. James D. Warner
      P.O. Box 4425
      Lancaster, PA 17604
      Phone: 717-735-0173.

Benjamin Hackman, Esq., for T. Patrick Tinker, Assistant U.S.
Trustee.

                      About Agfeed Industries

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

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

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

A five-member official committee of unsecured creditors was
appointed in the bankruptcy cases.  A three-member official
committee of equity security holders was appointed in the
bankruptcy cases.


AGFEED INDUSTRIES: U.S. Trustee Objects to Key Employee Bonuses
---------------------------------------------------------------
Roberta A. DeAngelis, U.S. Trustee for Region 3, asks the U.S.
Bankruptcy Court for the District of Delaware to deny AgFeed USA,
LLC, and its debtor affiliates' motion to pay bonuses to Edward
Pazdro and Gerard R. Daignaul because the Debtors have failed to
carry their burden under Section 503(c)(1) of the Bankruptcy Code
of establishing that the key employee program is primarily
incentivizing.

Under the facts and circumstances of the case, the proposed
bonuses are nothing more than a retention plan to compensate the
two senior executives for being present at the close of a sale of
the Debtors' assets.

The Debtors have not shown that the two bonus programs contain
metrics that are difficult to achieve, the U.S. Trustee complains.
As to the assets of AgFeed USA, the stalking horse bid was
negotiated before the Debtors filed their Chapter 11 petition.
The rapid sales process was designed not to induce competitive
bidding, but to have the stalking horse bid approved without
delay, the U.S. Trustee points out.

The U.S. Trustee also objects to the Debtors' request to file
their motion to file exhibits to the proposed bonus programs for
the two executives under seal.  According to the U.S. Trustee,
there is nothing confidential in the information to be disclosed
that will accompany the proposed bonus programs.  The information,
the U.S. Trustee says, is not a trade secret, scandalous or
defamatory.

David L. Buchbinder, Esq., Trial Attorney for the United States
Department of Justice Office of the United States Trustee, in
Wilmington, Delaware, represents the Debtors.

                      About Agfeed Industries

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

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

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

A five-member official committee of unsecured creditors was
appointed in the bankruptcy cases.  A three-member official
committee of equity security holders was appointed in the
bankruptcy cases.


AGFEED INDUSTRIES: G. Leeper Consulting Agreement Approved
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
AgFeed USA, LLC, et al., to enter into a consulting agreement with
Gerald Leeper, dated July 15, 2013.

Under the consulting agreement, Mr. Leeper will provide the
Debtors with the following services:

   (a) review documents and consult with the bankruptcy counsel
       and other professionals concerning the marketing and sale
       of the Debtors' assets;

   (b) coordinate with the professionals the development of due
       diligence materials for the assets;

   (c) identify and contact potential purchasers of the assets;

   (d) maintain records of any communications and provide these
       records to the Debtors;

   (e) work with the professionals in reviewing and negotiating
       the terms of any sale of the assets; and

   (f) provide assistance in seeking Court approval of any sale of
       the assets.

Upon the closing of a sale of the Debtors' assets, Mr. Leeper will
be paid a fee of one-tenth of one percent of the gross selling
price of the particular asset sold and any pre-approved out-of-
pocket expenses.

The Court approval came over the objection of Roberta A.
DeAngelis, U.S. Trustee for Region 3, who complained that the
services to be performed by Mr. Leeper will be duplicative of the
services being performed by BDA Advisors, Inc., as investment
banker and financial advisor to the Debtors.

                      About Agfeed Industries

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

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

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

A five-member official committee of unsecured creditors was
appointed in the bankruptcy cases.  The Creditors' Committee
proposes to hire as counsel Nancy A. Peterman, Esq. --
petermann@gtlaw.com -- Matthew T. Gensburg, Esq. --
gensburgm@gtlaw.com -- and Paul T. Fox, Esq. -- foxp@gtlaw.com --
at Greenberg Traurig, LLP, in Chicago, Illinois; and as financial
advisors CohnReznick LLP.

A three-member official committee of equity security holders was
appointed in the bankruptcy cases.


AGFEED INDUSTRIES: Creditors' Panel Taps CohnReznick as Advisors
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of AgFeed USA, LLC, et al., seeks authority from
the U.S. Bankruptcy Court for the District of Delaware to retain
CohnReznick LLP as its financial advisor, nunc pro tunc to
July 25, 2013.

The firm will be paid the following hourly rates:

   Partners/Senior Partner                   $585-$800
   Managers/Senior Managers/Directors        $435-$620
   Other Professional Staff                  $275-$410
   Paraprofessionals                            $185

The firm will also be reimbursed for any necessary out-of-pocket
expenses.

Howard L. Konicov, a partner of CohnReznick LLP, 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 Committee's.

A hearing on the retention application will be on Sept. 30, 2013,
at 10:00 a.m.  Objections are due Sept. 4.

                      About Agfeed Industries

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

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

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

A five-member official committee of unsecured creditors was
appointed in the bankruptcy cases.  A five-member official
committee of unsecured creditors was appointed in the bankruptcy
cases.  The Creditors' Committee proposes to hire as counsel Nancy
A. Peterman, Esq., Matthew T. Gensburg, Esq., and Paul T. Fox,
Esq., at Greenberg Traurig, LLP, in Chicago, Illinois.

A three-member official committee of equity security holders was
appointed in the bankruptcy cases.


ALLEN SYSTEMS: Moody's Lowers CFR to 'Caa2'; Outlook Negative
-------------------------------------------------------------
Moody's Investors Service downgraded Allen Systems Group, Inc.'s
corporate family rating to Caa2 from Caa1, its probability of
default rating to Caa3-PD from Caa2-PD, and the ratings for its
second lien notes to Caa3 from Caa2. Moody's maintained negative
outlook for the ratings. The downgrade reflects ASG's weak
liquidity, deterioration in operating cash flow and continuing
challenges in growing revenues.

Ratings Rationale:

The Caa2 corporate family rating is characterized by ASG's weak
financial profile, including weak liquidity, negative free cash
flow and very high financial leverage. The company has experienced
significant erosion in revenues as a result of sales execution
missteps and mature demand for its legacy Information Technology
asset management products. The Caa2 rating incorporates ASG's
execution challenges in reversing the declines in revenues given
its limited financial flexibility, intense competition in its
product segments and its portfolio of mature products. Although
management has taken steps to expand its sales channels and
strengthened its direct sales organization, attrition rates in its
direct sales force continue to be high. Moody's believes that
sustainable revenue growth and positive free cash flow are
unlikely to occur in the next 12 months and the company's
financial profile will remain stressed over this period.

The Caa2 rating additionally reflects ASG's modest operating
scale. However, the rating is supported by ASG's broad portfolio
of mainframe and distributed enterprise management software
products, its recurring revenue streams of maintenance and
Software-as-a-Service revenues (68% of LTM 2Q 2013 revenues) and
their high retention rates, and its installed base of over 8,500
customers.

The negative outlook reflects the uncertainty in ASG's revenue and
operating cash flow prospects in the near term.

Moody's could stabilize ASG's ratings outlook if the company has
adequate liquidity to cover its debt service requirements and
investments needed to fund business plan over the next 18 to 24
months, and revenue and cash flow from operations show sustainable
increases. ASG's ratings could be raised if the company maintains
good liquidity and generates positive free cash flow on a
sustainable basis.

Conversely, further decline in cash flow from operations or
deterioration in liquidity could trigger a downgrade.

Moody's has taken the following rating actions:

Issuer: Allen Systems Group, Inc.

  Corporate Family Rating -- Downgraded to Caa2, from Caa1

  Probability of Default Rating -- Downgraded to Caa3-PD, from
  Caa2-PD

  $300 million senior 2nd lien secured notes due 2016 -- Caa3,
  (LGD4 -- 53%), downgraded from Caa2, (LGD4 -- 55%)

Headquartered in Naples, Florida, ASG is a privately-held provider
of enterprise IT software solutions. The company reported annual
revenues of approximately $284 million in the trailing twelve
months ended on June 30, 2013.

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


AMERICAN AIRLINES: Trial in DOJ Antitrust Suit to Start Nov. 25
---------------------------------------------------------------
Brent Kendall, writing for The Wall Street Journal, reports U.S.
District Judge Colleen Kollar-Kotelly on Friday set a Nov. 25
trial date for the Justice Department's antitrust challenge to the
proposed $11.25 billion merger of US Airways Group Inc. and
American Airlines' parent AMR Corp.

The airlines had originally proposed a Nov. 12 trial date. Justice
Department lawyers had sought more time to prepare for the trial
and requested that trial proceedings begin next March.  According
to WSJ, Judge Kollar-Kotelly told a packed courtroom that the
government's proposed schedule was "too far off." The judge said
she would proceed with the trial on an expedited basis.  The trial
is expected to last about 10 days, the parties said during
Friday's court hearing.

WSJ reports AMR said it was "pleased to have a trial date that
will enable us to resolve this litigation in a reasonable time
frame." A Justice Department spokesman said the government "will
be ready to present our case on Nov. 25."

According to WSJ, the court hearing gave some hints about how the
sides are preparing for the trial:

     -- Richard Parker, of O'Melveny & Myers LLP, which is
representing US Airways, said he would be producing testimony from
corporate customers who are eager to do business with the combined
airline.  Mr. Parker said his side would be seeking more material
from competing airlines, which he suggested would show that the
industry would remain dynamic and competitive after the merger. He
also said US Airways and American wanted access to documents on
how Justice Department officials evaluated past airline deals that
received government antitrust approval.  Mr. Parker alleged the
department was holding the US Airways-American merger to a higher
standard than it did past airline mergers.

     -- Justice Department lawyer Mark Ryan said the government
also wanted to hear from corporate customers.  He said the
government would seek more information about interactions between
the nation's major airlines. That meant seeking more documents
from the other major carriers, he said.

The antitrust suit is U.S. v. US Airways Group Inc., 13-cv-1236,
U.S. District Court, District of Columbia.

                       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.

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 CASINO: Moody's Alters Outlook to Stable & Keeps B3 CFR
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of American Casino
& Entertainment Properties LLC, including its B3 Corporate Family
Rating and B3-PD Probability of Default Rating. Moody's also
affirmed the company's B1 rating for its $215 million 1st lien
term loan and $15 million 1st lien revolver and Caa2 rating of its
$120 million 2nd lien term loan. In addition, Moody's raised
ACEP's Speculative Grade Liquidity rating to SGL-2 from SGL-4 and
changed the company's rating outlook to stable from developing.

Ratings Rationale:

The change in outlook to stable from developing and upgrade of the
Speculative Grade Liquidity rating to SGL-2 from SGL-4 reflects in
large part the successful re-financing of ACEP's capital structure
that will materially reduce interest expense and extend its debt
maturity profile by up to a minimum of 5 years. The addition of a
revolving credit facility also provides the benefits of an
external source of liquidity. The affirmation of ACEP's B3 CFR
reflects Moody's expectation that credit metrics should gradually
improve with an increased focus on debt reduction and relatively
stable earnings.

Ratings affirmed are:

Corporate Family Rating at B3

Probability of Default Rating at B3-PD

$15 million guaranteed senior secured 1st lien revolver due 2018
at B1 (LGD 2, 28%)

$215 million guaranteed senior secured 1st lien term loan due 2019
at B1 (LGD 2, 28%)

$120 million guaranteed senior secured 2nd lien term loan due 2020
at Caa2 (LGD 5, 79%)

Ratings raised are;

Speculative Grade Liquidity Ratings to SGL-2 from SGL-4

ACEP's B3 Corporate Family Rating reflects the company's small
size and high leverage. It also recognizes the company's
significant revenue concentration in and around the Las Vegas area
gaming markets. Positive rating consideration is given to Moody's
expectation that ACEP can generate sufficient earnings to support
interest, capital spending, and a certain amount of absolute debt
reduction.

The stable outlook reflects Moody's view that operating
performance should remain relatively stable while credit metrics
should gradually improve as management focuses on debt reduction
over and above required debt amortization. The stable outlook also
incorporates Moody's view that the company will maintain good
liquidity.

ACEP's ratings could be downgraded if the company were unable to
improve leverage and coverage from current levels or if liquidity
were to deteriorate for any reason. A higher rating would require
that ACEP demonstrate the ability and willingness to achieve and
sustain debt/EBITDA below 3.5 times and EBIT/interest of around
1.5 times. A higher rating would also require good liquidity.

American Casino & Entertainment Properties, LLC, owns and operates
three gaming properties in Las Vegas, NV -- the Stratosphere on
the Las Vegas Strip, Arizona Charlie's Decatur and Arizona
Charlie's Boulder in the Las Vegas locals market -- and one
property in Laughlin, NV (Aquarius). Annual revenue is
approximately $340 million.

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


AMERICAN ROADS: Can Employ Greenhill as Financial Advisor
---------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized American Roads LLC, et al., to employ Greenhill & Co.,
LLC, as their financial advisor.

The firm will be paid a $150,000 monthly financial advisory fee
and a $2.250 million restructuring transaction fee if, during the
term of the firm's engagement or within the 12 full months
following the termination of the engagement, a restructuring is
consummated.  The firm will also be reimbursed for any necessary
out-of-pocket expenses, provided that the aggregate amount of
reimbursements will not exceed $35,000.

                     About American Roads

American Roads LLC, aka Alinda Roads LLC, which operates highways
including the mile-long Detroit Windsor Tunnel linking the U.S.
with Canada, sought bankruptcy court protection (Bankr. S.D.N.Y.
Case No. 13-12412) in the Southern District of New York on
July 25, 2013, citing $830 million in debt related to swaps and
bonds.  The case is assigned to Judge Burton R. Lifland.

Sean A. O'Neal, Esq., and Louis A. Lipner, Esq., at Cleary
Gottlieb Steen & Hamilton, LLP, represent the Debtors.  Greenhill
& Co., LLC, and Protiviti, Inc., serve as the Debtors' financial
advisor.

The U.S. Trustee was unable to appoint members to an unsecured
creditors' committee.

An Hoc Committee of Bondholders, consisting of certain holders of
Series G-1 Senior Secured Bonds and Series G-2 Senior Secured
Bonds issued by American Roads LLC, is represented by Bojan
Guzina, Esq., Andrew F. O'Neill, Esq., Allison Ross Stromberg,
Esq., Larry J. Nyhan, Esq., Nicholas K. Lagemann, Esq., and Brian
J. Lohan, Esq., at Sidley Austin LLP.


AMERICAN ROADS: Has Court Okay to Tap Epiq as Solicitation Agent
----------------------------------------------------------------
American Roads LLC, et al., sought and obtained authority from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Epiq Bankruptcy Solutions, LLC, as solicitation agent.

                     About American Roads

American Roads LLC, aka Alinda Roads LLC, which operates highways
including the mile-long Detroit Windsor Tunnel linking the U.S.
with Canada, sought bankruptcy court protection (Bankr. S.D.N.Y.
Case No. 13-12412) in the Southern District of New York on
July 25, 2013, citing $830 million in debt related to swaps and
bonds.  The case is assigned to Judge Burton R. Lifland.

Sean A. O'Neal, Esq., and Louis A. Lipner, Esq., at Cleary
Gottlieb Steen & Hamilton, LLP, represent the Debtors.  Greenhill
& Co., LLC, and Protiviti, Inc., serve as the Debtors' financial
advisor.

The U.S. Trustee was unable to appoint members to an unsecured
creditors' committee.

An Hoc Committee of Bondholders, consisting of certain holders of
Series G-1 Senior Secured Bonds and Series G-2 Senior Secured
Bonds issued by American Roads LLC, is represented by Bojan
Guzina, Esq., Andrew F. O'Neill, Esq., Allison Ross Stromberg,
Esq., Larry J. Nyhan, Esq., Nicholas K. Lagemann, Esq., and Brian
J. Lohan, Esq., at Sidley Austin LLP.


ANCHOR BANCORP: Pre-Packaged Plan Gets Bankruptcy Court Approval
----------------------------------------------------------------
Anchor BanCorp Wisconsin Inc. on Aug. 30 disclosed that the
Holding Company has received court approval of its recently
announced plan of reorganization.

U.S. Bankruptcy Court Judge Robert Martin approved the plan at a
hearing on Aug. 30.

"This was an important step for AnchorBank to move forward with
its recapitalization effort," said Chris Bauer, AnchorBank
President & CEO.  "We still have work to do, but we are pleased to
have this milestone behind us."

On August 13, Anchor BanCorp announced that the Holding Company
had entered into definitive stock purchase agreements with a
number of institutional and private investors as part of a $175
million recapitalization of the institution.

At the same time, in order to facilitate the recapitalization, the
Holding Company disclosed 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.

Consummation of the foregoing reorganization and recapitalization
remains subject to certain conditions, including receipt of all
required regulatory approvals and closing of the capital raise,
plus satisfaction of the conditions contained in the subscription
agreements for the new common equity.

"It is important for our customers, employees and the community to
remember 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 continues to be business as usual
at the Bank, and we are thankful for the opportunity to continue
serving our customers."

                      About Anchor Bancorp

Madison, Wisconsin-based Anchor BanCorp Wisconsin Inc. sought
protection under Chapter 11 of the Bankruptcy Code on Aug. 12,
2013 (Case No. 13-14003, Bankr. W.D. Wis.) to implement a "pre-
packaged" plan of reorganization in order to facilitate the
restructuring of the Company and the recapitalization of
AnchorBank, fsb, a wholly-owned subsidiary of the Company.

As of March 31, 2013, the Debtor listed total assets of
$2,367,583,000 and total liabilities of $2,427,447,000.  Chief
Judge Robert D. Martin oversees the Chapter 11 case.  The Debtor
is represented by Kerkman Dunn Sweet DeMarb as lead bankruptcy
counsel and Skadden, Arps, Slate, Meagher & Flom LLP, as special
counsel.  CohnReznick LLP serves as the Debtor's financial
advisor.

Anchor BanCorp 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.

In connection with the Plan, the Company has entered into
definitive stock purchase agreements with 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
percent of the common equity of the recapitalized Holding Company.

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.


ASSURED PHARMACY: Amends Second Quarter Form 10-Q
-------------------------------------------------
Assured Pharmacy, Inc., has amended its quarterly report on Form
10-Q for the quarter ended June 30, 2013, as filed with the U.S.
Securities and Exchange Commission on Aug. 14, 2013, to furnish
exhibit 101 to the Form 10-Q in accordance with Rule 201(c) and
Rule 405 of Regulation S-T.   Exhibit 101 provides the financial
statements and related notes from the Form 10-Q formatted in XBRL
(eXtensible Business Reporting Language).  No other changes have
been made to the Form 10-Q.  A copy of the amended Form 10-Q is
available for free at http://is.gd/5Kmgs7

                       About Assured Pharmacy

Headquartered in Frisco, Texas, Assured Pharmacy, Inc., is engaged
in the business of establishing and operating pharmacies that
specialize in dispensing highly regulated pain medication for
chronic pain management.

The Company was organized as a Nevada corporation on Oct. 22,
1999, under the name Surforama.com, Inc., and previously operated
under the name eRXSYS, Inc.  The Company changed its name to
Assured Pharmacy, Inc., in October 2005.

Assured Pharmacy disclosed a net loss attributable to the Company
of $4 million on $14.14 million of sales for the year ended Dec.
31, 2012, as compared with a net loss attributable to the Company
of $3.27 million on $16.44 million of sales in 2011.

BDO USA, LLP, in Dallas, Texas, 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
a net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.

The Company's balance sheet at June 30, 2013, showed $1.12 million
in total assets, $10.02 million in total liabilities and a $8.90
million stockholders' deficit.

                         Bankruptcy Warning

"We are attempting to extend the maturity date of all outstanding
debt securities due in the years 2012 and 2013, but can provide no
assurance that the holders of such securities will agree to extend
the maturity date on these securities on acceptable terms.  We are
also discussing the possibility of these debt holders converting
the securities into equity.  If our debt holders choose not to
convert certain of these securities into equity, we will need to
repay such debt, or reach an agreement with the debt holders to
extend the terms thereof.  If we are forced to repay the debt,
this need for funds would have a material adverse impact on our
business operations, financial condition and prospects, would
threaten our ability to operate as a going concern and may force
us to seek bankruptcy protection," the Company said in the
quarterly report for the period ended June 30, 2013.


ATP OIL: Pomerantz Law Firm Files Securities Class Action in Texas
------------------------------------------------------------------
Pomerantz Grossman Hufford Dahlstrom & Gross LLP on Aug. 30
disclosed that it has filed a class action lawsuit against ATP Oil
and Gas Corporation and certain of its officers.  The class
action, filed in United States District Court, Southern District
of Texas, and docketed under 13-cv-02557, is on behalf of a class
consisting of all persons or entities who purchased or otherwise
acquired securities of ATP between December 16, 2010 and August
17, 2012 both dates inclusive.  This class action seeks to recover
damages as a result of alleged violations of the federal
securities laws pursuant to Sections 10(b) and 20(a) of the
Securities Exchange Act of 1934 and Rule 10b-5 promulgated
thereunder.

If you are a shareholder who purchased ATP securities during the
Class Period,you have until October 4, 2013 to ask the Court to
appoint you as Lead Plaintiff for the class.  A copy of the
Complaint can be obtained at http://www.pomerantzlaw.com

To discuss this action, contact Robert S. Willoughby at
rswilloughby@pomlaw.com or 888-476-6529 (or 888-4-POMLAW), toll
free, x237.  Those who inquire by e-mail are encouraged to include
their mailing address, telephone number, and number of shares
purchased.

ATP is engaged in the acquisition, development, and production of
oil and natural gas properties.

The Complaint alleges that throughout the Class Period, Defendants
made materially false and misleading statements regarding the
Company's business and operations.  Specifically, Defendants made
false and misleading statements and/or failed to disclose that: on
October 12, 2010, ATP filed a Form S-4 Registration Statement with
the SEC, indicating its intent to issue 11.875% Senior Second Lien
Exchange Notes.  After one amendment on December 14, 2010, the
Company filed a Prospectus on December 16, 2010 on Form 424B3,
which was declared effective by the SEC on the same day.  Pursuant
to the Registration Statement and Prospectus, ATP executed the
Exchange, which offered $1.5 billion worth of Notes.  The
Registration Statement contained false and misleading statements
and/or omissions of material fact about the company and its
operations.

On August 17, 2012, ATP disclosed that it was filing for Chapter
11 bankruptcy. The Company reported total debts of $3.49 billion
and assets of $3.64 billion.  It announced that it was going to
continue operating during its financial restructuring using $618
million in debtor-in-possession funding. During the course of the
Bankruptcy Action, the truth was revealed that ATP had: (1)
severely downplayed the impact that the United States Department
of Interior moratoria had on the Company's business and revenues;
(2) violated the provisions of certain credit agreements to which
the Company was a party; (3) issued a Registration Statement that
contained false and misleading statements and/or omissions of
material fact; and (4) subsequently made materially false and
misleading statements regarding the liquidity and financial
condition of the Company.

As a result of the false and misleading misstatements and
omissions, the price of ATP stock fell from $15.36 at the
beginning of the Class Period to $0.30 at the time of the
bankruptcy filing.

The Pomerantz Firm -- http://www.pomerantzlaw.com-- concentrates
its practice in the areas of corporate, securities, and antitrust
class litigation.  The firm has offices in New York, Chicago,
Florida, and San Diego.

                         About ATP Oil

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

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

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

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

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

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


BANKERS LIFE: A.M. Best Affirms 'B(Fair)' Finc'l. Strength Rating
-----------------------------------------------------------------
A.M. Best Co. has revised the outlook to stable from negative and
affirmed the financial strength rating (FSR) of B+ (Good) and
issuer credit ratings (ICR) of "bbb-" of Bankers Insurance Company
(Bankers) (St. Petersburg, FL) and its property/casualty
subsidiaries, Bankers Specialty Insurance Company (Metairie, LA)
and First Community Insurance Company (St. Petersburg, FL).
Concurrently, A.M. Best has affirmed the FSR of B (Fair) and the
ICR of "bb" of Bankers Life Insurance Company (Bankers Life) (St.
Petersburg, FL).  The outlook for these ratings is stable.

The revised outlook for the ratings of Bankers and its
subsidiaries reflects the incremental improvements Bankers has
made in its property/casualty operations regarding risk-adjusted
capital, internal operations and enterprise risk management.  A.M.
Best anticipates that these changes will benefit Bankers' core
operating results even more going forward. The improvements
include extensive exposure and pricing initiatives as management
continues to implement comprehensive underwriting, pricing, risk
management and operational strategies designed to achieve and
sustain a strong level of profitability.

Management continues to face market challenges, an elevated
expense position and exposure to frequent and severe weather-
related events.  Partially offsetting factors include the
fluctuation of underwriting performance over the past five years,
driven partially by increased costs.  Despite exposure reductions,
the group continues to rely heavily on catastrophe reinsurance
programs to mitigate potential losses due to hurricanes and other
severe and frequent weather events.

Key rating factors that could result in positive rating actions on
the property/casualty companies include sustained improvement in
underwriting performance while increasing the level of risk-
adjusted capitalization.  Primary factors that could result in
rating downgrades include a material deterioration in underwriting
performance or erosion in capital base and risk-adjusted
capitalization.

The ratings of Bankers Life reflect the challenges to execute its
strategic business plans, maintain adequate levels of risk-
adjusted capitalization as it manages its anticipated growth in
interest-sensitive liabilities and improve its overall net
operating performance.  The ratings also reflect the company's
elevated exposure to structured securities relative to total-
adjusted capital.

Partially offsetting these factors are Bankers Life's increasing
level of absolute capital, adequate risk-adjusted capitalization,
positive net operating performance and the generally improved
quality of its fixed-income investment portfolio.

Positive rating actions on Bankers Life could result from
sustained improvement in its risk-adjusted capitalization, net
operating performance trends that meet or exceed A.M. Best's
expectations or positive rating actions taken by A.M. Best on
Bankers.  Negative rating actions could result from a meaningful
and sustained decline in the company's risk-adjusted
capitalization or net operating trends that fall below A.M. Best's
expectations.


BASIC ENERGY: S&P Revises Outlook to Stable & Affirms 'B+' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its rating
outlook on Fort Worth-based Basic Energy Services Inc. to stable
from positive.  At the same time, S&P affirmed its ratings on
zasic Energy, including the 'B+' corporate credit rating.

"The rating action reflects our expectation that market conditions
in the U.S. oilfield services industry will continue to dampen
Basic's profitability and cash flow generation in the next 12
months.  As a result, we expect the company's debt to EBITDA to
remain in the 3.5x to 4x range through 2014, which is higher than
we previously expected.  Although robust oil prices have supported
high levels of capital spending by the exploration & production
(E&P) industry, the lack of drilling activity in natural gas plays
has led to a migration of competitors into oil-rich basins such as
the Permian, where Basic derives a significant portion of its
revenues.  As a result, throughout 2012 and 2013, Basic's revenues
and margins have decreased from the record levels in 2011.
Although we believe that Basic's margins are likely to have
bottomed out, we view the rebound in activity level that the
company expected in the second half of 2013 as more likely to
occur in 2014 and seasonal factors (due to the year-end holiday
season) will weigh on fourth quarter operating performance.  In
addition, pricing competition remains intense as excess capacity
has not yet been absorbed by the market.  Consequently, we have
revised our revenue growth and margin forecasts for the company
downwards for 2013 and 2014.  Based on our revised assumptions, we
expect the company to generate EBITDA of $235 million and
$255 million in 2013 and 2014, respectively, and leverage to
remain close to 4x through 2014, which is relatively high but
still adequate for the 'B+' rating," S&P noted.

"The stable rating outlook on Basic Energy Services Inc. reflects
our expectation that the company will maintain leverage of less
than 4.5x despite challenging market conditions.  We could lower
the ratings if we were to revise our current assumptions, such
that we expect leverage to exceed 5x (likely in conjunction with a
contraction in E&P spending).  We could upgrade Basic if market
conditions improve such that we expect the company to sustain debt
leverage of less than 4x over the cycle and to maintain adequate
liquidity," said Standard & Poor's credit analyst Christine
Besset.


BEATS ELECTRONICS: Moody's Rates $225MM Senior Term Loan 'Ba3'
--------------------------------------------------------------
Moody's Investors Service affirmed Beats Electronics, LLC's B2
Corporate Family Rating and B2-PD Probability of Default Rating.
In the same rating action, Moody's rated the company's $225
million senior secured term loan facility due 2014 at Ba3 and
withdrew the ratings on the previously proposed $700 million
senior secured credit facilities that were withdrawn by the
company due to market conditions. The rating outlook is stable.

The Ba3 rating on the new $225 million senior secured term loan is
higher than the B2 ratings previously assigned to the proposed
senior secured bank facilities. This is due to the fact that
senior secured debt now represents a much smaller portion of the
company's overall liability structure, providing greater
collateral coverage and greater cushion from unsecured liabilities
with a junior position. This change in the current capital
structure reduces the losses that would be incurred by lenders in
the $225 million secured term loan in the event of default as
compared to the prior proposed structure.

The proceeds from the one-year $225 million term loan facility
were used in June 2013 to refinance the pre-existing term loan of
the same amount.

Rating actions are as follows:

Ratings affirmed:

Corporate Family Rating at B2

Probability of Default Rating at B2-PD

Rating assigned:

$225 million senior secured term loan due June 2014 at Ba3
(LGD 3, 31%)

Ratings withdrawn:

$200 million senior secured revolving credit facility expiring
2018 at B2 (LGD 3, 44%)

$500 million senior secured term loan due 2019 at B2 (LGD 3, 44%)

Ratings Rationale:

The B2 CFR reflects Beats' nearly singular product offering,
limited scale, as well as the key man risk due to company's
reliance on its founders who have been instrumental in the
company's early success. The rating also reflects Moody's concern
with the sustainability of the company's revenue and earnings
growth -- which has been extremely strong in recent years -- given
its limited operating history and high business risk. Moody's
anticipates that revenue growth will moderate considerably in the
near term and could decline in the medium to longer term if the
company fails to successfully innovate and create products that
are appealing to its core customers versus competition. Moody's
recognizes the increasing popularity and recognition of its "Beats
by Dr. Dre" brand name, leading market share (although in a narrow
category) in the premium headphone segment and relatively modest
leverage. Moody's believes that demand for headphones and
earphones will continue to be driven by the growth of smartphones,
tablets and digital content in the next several years, both in the
US and internationally.

The stable outlook reflects Moody's view that Beats' leading
market position, strong brand recognition, and its ability to
influence users through its marketing and product innovation will
help deter competition and support modest revenue growth. The
outlook is also predicated on the company's ability to maintain an
adequate liquidity profile, including refinancing its short-term
debt well in advance of its maturity.

Negative rating pressure could develop if the company fails to
make meaningful progress in addressing the refinancing issue in
the near term. The ratings could be downgraded if the company
experiences material revenue or earnings declines due to a
reduction in demand or margin erosion that would affect the
company's liquidity profile or cash generation. Moody's could also
downgrade Beats' ratings if debt/EBITDA rises above 4.0x.

Prior to an upgrade, Beats would need to establish a longer track
record demonstrating the sustainability of the company's revenue,
earnings growth, and cash flow, as well as establish greater
product diversification. The ratings could be upgraded if the
company is able to maintain its market share and improve operating
margins, leading to increased brand equity over time.

Beats Electronics, LLC, headquartered in Santa Monica, CA,
designs, manufactures, and sells high-end consumer audio products
including headphones, earphones, and speakers, mainly under the
brand "Beats by Dr. Dre". The company was established in 2006.

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


BOART LONGYEAR: Moody's Mulls Possible Downgrade of 'Ba3' CFR
-------------------------------------------------------------
Moody's Investors Service placed Boart Longyear Limited's Ba3
corporate family rating and Ba3-PD probability of default rating
under review for downgrade. The company's speculative grade
liquidity rating was downgraded to SGL-4 from SGL-2. At the same
time Moody's placed Boart Longyear Management Pty Limited's B1
senior unsecured notes rating under review for downgrade. The
notes are guaranteed by Boart.

The review for downgrade was prompted by Moody's expectation that
the time horizon over which Boart can improve its financial
metrics and reduce debt will be more protracted than originally
anticipated given the steeper and more accelerated decline in
drilling activity among the company's customer base.

Downgrades:

Issuer: Boart Longyear Limited

  Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
  SGL-2

On Review for Possible Downgrade:

Issuer: Boart Longyear Limited

  Probability of Default Rating, Placed on Review for Possible
  Downgrade, currently Ba3-PD

  Corporate Family Rating, Placed on Review for Possible
  Downgrade, currently Ba3

Issuer: Boart Longyear Management Pty Limited

  Senior Unsecured Regular Bond/Debenture Apr 1, 2021, Placed on
  Review for Possible Downgrade, currently B1

Outlook Actions:

Issuer: Boart Longyear Limited

  Outlook, Changed To Rating Under Review From Negative

Issuer: Boart Longyear Management Pty Limited

  Outlook, Changed To Rating Under Review From Negative

Ratings Rationale:

Although Boart's performance through the first half of 2013 was
reasonably in line with expectations, further downward pressure on
rig utilization and backlog levels remains elevated, likely
resulting in a weaker second half of 2013 and continued pressure
on 2014 performance such that the rating downgrade triggers are
likely to be exceeded, particularly the debt/EBITDA ratio. Given
the continued weak commodity price environment across the base and
precious metals complex, mining companies are significantly
reducing capital expenditures, deferring projects and
significantly cutting back on exploration and development
expenditures as they seek to preserve profitability and maintain
acceptable financial metrics. This is particularly true in the
gold industry, which accounts for approximately 42% of Boart's
revenues. Boart's performance will continue to be meaningfully
impacted by these actions.

The review will focus on the time frame and ability to achieve
further cost cutting measures (additional $90 million in savings)
that the company has identified, the ability to reduce inventory
levels, currently above anticipated business requirements, and the
likely cash requirements, including those required to appeal the
Canada Revenue Agency's assessments, relative to liquidity
sources. The review will also consider any alternative financing
structures that the company is evaluating to provide greater
liquidity and flexibility, as referenced in the company's recent
earnings release.

The downgrade in the speculative grade liquidity rating to SGL-4
from SGL-2 reflects the expectation of more limited internal cash
flow generation to support the business, the potential for
increased contingent liabilities such as letters of credit, to
support security requirements while Boart appeals the CRA
assessments, and the tightness in and potential for breach of
covenants at the December 2013 and June 2014 reporting periods
absent any modifications to the current capital structure.

Headquartered in South Jordan, Utah, Boart Longyear is
incorporated in Australia and listed on the Australian Securities
Exchange Limited. The company provides drilling services, and
complimentary drilling products and equipment principally for the
mining and metals industries. Revenues for the twelve months ended
June 30, 2013 were $1.6 billion. Revenues in 2012 were $2 billion.

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


BON-TON STORES: Incurs $37.3 Million Net Loss in 2nd Quarter
------------------------------------------------------------
The Bon-Ton Stores, Inc., reported a net loss of $37.32 million on
$557.14 million of net sales for the 13 weeeks ended Aug. 3, 2013,
as compared with a net loss of $45.03 million on $594.85 million
of net sales for the 13 weeks ended July 28, 2012.

For the 26 weeks ended Aug. 3, 2013, the Company reported a net
loss of $63.96 million on $1.20 billion of net sales, as compared
with a net loss of $85.81 million on $1.23 billion of net sales
for the 26 weeks ended July 28, 2012.

The Company's balance sheet at Aug. 3, 2013, showed $1.58 billion
in total assets, $1.53 billion in total liabilities and $49.70
million in total shareholders' equity.

Brendan Hoffman, president and chief executive officer, commented,
"We were disappointed in our second quarter sales performance, but
we were pleased we were able to deliver on several of our goals,
including a 100 basis point increase in the gross margin rate and
reduced expenses, which led to 23% growth in Adjusted EBITDA.  We
believe overall sales weakness was in part attributable to the
adverse impact of inclement weather in our markets and higher gas
prices, especially in the Northeast and Midwest, which contributed
to an unfavorable shift in consumer spending patterns.  Looking
ahead, we remain focused on the continued execution of our key
merchandising, marketing and eCommerce strategies, including the
localization of our merchandise assortments and marketing programs
to drive top-line growth, while maintaining disciplined inventory
management and careful cost controls."

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

                        http://is.gd/NueHof

                        About Bon-Ton Stores

The Bon-Ton Stores, Inc., with corporate headquarters in York,
Pennsylvania and Milwaukee, Wisconsin, operates 273 department
stores, which includes 11 furniture galleries, in 24 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, in the Detroit, Michigan
area, under the Parisian nameplate.

Bon-Ton Stores disclosed a net loss of $21.55 million for the year
ended Feb. 2, 2013, as compared with a net loss of $12.12 million
for the year ended Jan. 28, 2012.

                             *     *     *

As reported by the TCR on May 15, 2013, Moody's Investors Service
upgraded The Bon-Ton Stores, Inc.'s Corporate Family Rating to B3
from Caa1 and its Probability of Default Rating to B3-PD from
Caa1-PD.

"The upgrade of Bon-Ton's Corporate Family Rating considers the
company's ability to drive modest same store sales growth as well
as operating margin expansion beginning in the second half of 2012
and that these positive trends have continued, with the company
reporting that its same store were positive, and EBITDA margins
expanded, in the first fiscal quarter of 2013," said Moody's Vice
President Scott Tuhy.

As reported by the TCR on May 17, 2013, Standard & Poor's Ratings
Services affirmed the 'B-' corporate credit rating on The Bon-Ton
Stores Inc.


CAESARS ENTERTAINMENT: Bank Debt Trades at 10% Off
--------------------------------------------------
Participations in a syndicated loan under which Caesars
Entertainment Inc. is a borrower traded in the secondary market at
89.55 cents-on-the-dollar during the week ended Friday, August 30,
2013, according to data compiled by LSTA/Thomson Reuters MTM
Pricing and reported in The Wall Street Journal.  This represents
an decrease of 0.26 percentage points from the previous week, The
Journal relates.  Caesars Entertainment Inc. pays 525 basis points
above LIBOR to borrow under the facility.  The bank loan matures
on Jan. 1, 2018.  The bank debt carries Moody's B3 rating and
Standard & Poor's B- rating.  The loan is one of the biggest
gainers and losers among 249 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

                    About Caesars Entertainment

Caesars Entertainment Corp., formerly Harrah's Entertainment Inc.
-- http://www.caesars.com/-- is one of the world's largest casino
companies, with annual revenue of $4.2 billion, 20 properties on
three continents, more than 25,000 hotel rooms, two million square
feet of casino space and 50,000 employees.  Caesars casino resorts
operate under the Caesars, Bally's, Flamingo, Grand Casinos,
Hilton and Paris brand names.  The Company has its corporate
headquarters in Las Vegas.

Harrah's announced its re-branding to Caesar's on mid-November
2010.

The Company incurred a net loss of $1.49 billion on $8.58 billion
of net revenues for the year ended Dec. 31, 2012, as compared with
a net loss of $666.70 million on $8.57 billion of net revenues
during the prior year.  As of June 30, 2013, the Company had
$26.84 billion in total assets, $27.58 billion in total
liabilities and a $738.1 million total deficit.

                           *     *     *

Caesars Entertainment carries a 'CCC' long-term issuer default
rating, with negative outlook, from Fitch and a 'Caa1' corporate
family rating with negative outlook from Moody's Investors
Service.

As reported in the TCR on Feb. 5, 2013, Moody's Investors Service
lowered the Speculative Grade Liquidity rating of Caesars
Entertainment Corporation to SGL-3 from SGL-2, reflecting
declining revolver availability and Moody's concerns that Caesars'
earnings and cash flow will remain under pressure causing the
company's negative cash flow to worsen.

In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings
Services said that it lowered its corporate credit ratings on Las
Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned
subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+'
from 'B-'.

"The downgrade reflects weaker-than-expected operating performance
in the first quarter, and our view that Caesars' capital structure
may be unsustainable over the next two years based on our EBITDA
forecast for the company," said Standard & Poor's credit analyst
Melissa Long.


CAMBIUM LEARNING: S&P Raises CCR to 'CCC+'; Outlook Negative
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Dallas-based Cambium Learning Group Inc. to 'CCC+' from
'CCC'.  The rating outlook is negative.

At the same time, S&P raised its issue-level rating on the
company's senior secured debt to 'CCC' from 'CCC-', in conjunction
with the upgrade.  The recovery rating on this debt remains '5',
indicating S&P's expectation for modest (10% to 30%) recovery for
lenders in the event of a payment default.

The upgrade reflects the increasing likelihood that the company
will be able to service debt over the near term following the
recent increase in short-term liquidity.  Cash balances rose to
$46.3 million as of June 30, 2013, versus $31.6 million a year
ago, based on the recent receipt of a $7.6 million net tax refund
and improved working capital management.  S&P believes that the
company has sufficient cash to service its obligations, at least
through the beginning of 2015.

"Our corporate credit rating on Cambium reflects our expectation
that leverage will remain relatively high, based on declining
market share, high product development costs, and the weak outlook
for education spending.  We consider the company's business risk
profile "vulnerable," according to our criteria, because of the
cyclicality of government funding for educational services and the
effect of that cyclicality on Cambium's operating performance.
Relatively high debt to EBITDA and weak discretionary cash flow,
reflecting ongoing high product development spending, support our
view that Cambium's financial risk profile is "highly leveraged."
We believe that the company may continue to underperform because
of difficulties in effectively competing with larger, better-
capitalized competitors with more significant digital learning
capabilities.  We assess the company's management and governance
as "weak," reflecting execution missteps and senior management
turnover.  Cambium's CEO and CFO both were replaced in March 2013,
and we do not believe new management will be able to reverse the
company's weak operating performance over the near term," S&P
said.

As a small, niche provider of supplemental educational products
serving underperforming and special education students, Cambium is
at a competitive disadvantage to peers.  Cambium has a smaller
presence in faster-growing technology-delivered content, and
limited content investment resources.  Roughly 16% of sales are
from California and Florida, which face budgetary pressure and
could materially reduce their purchases.  The intervention market
draws heavily on declining federal funding, accounting for roughly
one-half of revenues, compared with only about 10% for traditional
kindergarten through 12th grade core curriculum publishers.


CASTLE KEY: A.M. Best Affirms 'B-(Fair)' Finc'l. Strength Rating
----------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating (FSR) of
B- (Fair) and issuer credit ratings (ICR) of "bb-" of the members
of Castle Key Group (Castle Key) (headquartered in St. Petersburg,
FL).  The outlook for all ratings is negative.

The ratings and outlook reflect Castle Key's unfavorable operating
performance in most years and poor overall capitalization when
measured on a catastrophe stress-tested basis.  Castle Key is the
dedicated Florida property writer for its parent company, Allstate
Insurance Company (Allstate), and it maintains significant
exposure to hurricanes, with a corresponding substantial reliance
on catastrophe reinsurance.  In addition, Castle Key's reinsurance
program relies heavily upon the Florida Hurricane Catastrophe Fund
(FHCF).

These rating factors are partially offset by Castle Key's recent
operating performance, which has been positively impacted by
favorable loss activity due to an absence of any hurricane events
and increased rates.

A.M. Best deviated from its "Rating Members of Insurance Groups"
criteria by providing more than two FSR levels of rating
enhancement to Castle Key's stand-alone assessment.  However, the
additional rating enhancement acknowledges the historical
financial and operational support provided to Castle Key as part
of the Allstate organization.  Although Castle Key is separately
capitalized and not reinsured by Allstate, in A.M. Best's opinion
parental support regarding the claims paying ability of Castle Key
will be maintained commensurate with its rating level in the event
of frequent and/or severe hurricane activity.  If parental support
is not provided, it would be necessary for A.M. Best to re-
evaluate the current FSR of A+ (Superior) and ICRs of "aa-" of
Allstate and all the remaining members of the Allstate Insurance
Group.

Future positive rating actions may result from Castle Key
producing more favorable underwriting trends along with capital
accumulation.  However, negative rating actions could result if
parental support was not provided in the case of multiple
significant events.

The FSR of B- (Fair) and ICRs of "bb-" have been affirmed for the
following members of the Castle Key Group:

-- Castle Key Insurance Company
-- Castle Key Indemnity Company
-- Encompass Floridian Insurance Company
-- Encompass Floridian Indemnity Company


CENTRAL GARDEN: Weak Performance Cues Moody's to Lower CFR to B2
----------------------------------------------------------------
Moody's Investors Service downgraded Central Garden & Pet ratings
one notch because of continued operating performance weakness and
weak credit metrics. Among other ratings, the Corporate Family
Rating was downgraded to B2 from B1.

"The downgrade in the Corporate Family Rating reflects the
company's weak operating performance and modest credit metrics,
including high leverage and weak margins, and our view that these
measures will not return to previous levels for the foreseeable
future," said Kevin Cassidy, Senior Credit Officer at Moody's
Investors Service. "The downgrade in the speculative grade
liquidity rating to SGL 3 is principally due to our expectation of
minimal covenant cushion over the next year, despite the recent
amendment," he said.

Ratings downgraded:

Corporate Family Rating to B2 from B1;

Probability of Default Rating to B2-PD from B1-PD;

$450 million senior subordinated notes to B3 (LGD5, 73%) from B2
(LGD5, 74%);

Speculative grade liquidity rating to SGL 3 from SGL 2.

Ratings Rationale:

Central Garden's B2 Corporate Family Rating reflects its high
leverage at over 5 times, weak operating performance, limited
geographic diversification with a primary focus in the Southeast
and single digit operating margins. The ratings are also
constrained by the seasonality of its earnings and cash flows,
weather dependency, exposure to volatile raw materials prices, the
somewhat discretionary nature of its products and by its highly
concentrated customer base. Increasing liquidity pressures also
constrain the rating. The rating is supported by the company's
strong market position in pet and lawn & garden, moderate size
with revenue around $1.7 billion, solid brand recognition among
consumers and moderate financial policies.

The stable outlook reflects Moody's view that the company's
operating performance and credit metrics will not materially
deteriorate further. The outlook also assumes that the company
will maintain adequate covenant cushion.

The ratings could be downgraded if Central's operating performance
doesn't stabilize or if it appears likely that it will breach a
covenant and cannot obtain a waiver. Sustained credit metrics
necessary for a downgrade would be debt/EBITDA approaching 6.5
times (currently 5.5 times), retained cash flow/net debt
approaching 8% (presently around 14%) and EBITA/interest
approaching 1 time (presently at 1.5 times).

The ratings are unlikely to be upgraded in the near term given the
recent poor operating results. Over the longer term, the rating
could be upgraded if the company is able to achieve most of its
expected cost savings and is able to return earnings, cash flow
and credit metrics to previous levels. Sustained credit metrics
(outside of seasonal borrowings) necessary for an upgrade would be
debt/EBITDA below 4.5 times, retained cash flow/net debt over 15%
and EBITA/interest over 2 times.

The principal methodology used in rating Central Garden was
Moody's Global Packaged Goods Industry methodology 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.

Central Garden & Pet Company located in Walnut Creek, California,
manufactures an array of branded lawn and garden and pet supply
products, and operates as a distributor for other manufacturers'
products in both of these segments. Products and brands include
Pennington grass seed and wild bird feed, AMDRO fire ant control
bait, Rebel grass seed, private label manufacturer of Eliminator
for Wal*Mart in the Garden Products Group and Kaytee wild bird,
pet bird and small animal supplies; Nylabone dog bones and treats;
Four Paws supplies for cats and dogs; Farnam equine supplies;
Oceanic, Aqueon and Zilla produce aquatics supplies and aquarium
in the Pet Products group. Sales approximated $1.7 billion for the
twelve months ended June, 2013.


CHINA PEDIATRIC: Incurs $1.2-Mil. Net Loss in Second Quarter
------------------------------------------------------------
China Pediatric Pharmaceuticals, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss of $1.2 million on $935,241 of
sales for the three months ended June 30, 2013, compared with a
net loss of $451,126 million of $6.2 million of sales for the same
period last year.

The Company reported a net loss of $5.9 million on $1.8 million of
sales for the six months ended June 30, 2013, compared with a net
loss of $2.2 million on $11.0 million of sales for the comparable
period of 2012.

The Company's balance sheet at June 30, 2013, showed $6.4 million
in total assets, $544,545 in total current liabilities, and
stockholders' equity of $5.9 million.

"As shown in the accompanying consolidated financial statements,
the Company incurred a net loss of $1,179,214 and $451,126 for the
three months ended June 30, 2013, and 2012; $5,923,180 and
$2,237,552 for the six months ended June 30, 2013, and 2012.
Further, the Company had accumulated deficit of $12,458,084 and
$6,534,904 as at June 30, 2013, and Dec. 31, 2012.  These create
an uncertainty about the Company's ability to continue as a going
concern."

A copy of the Form 10-Q is available at http://is.gd/YLgBvq

Located in Xi'an, Shaanxi Province, People's Republic of China,
China Pediatric Pharmaceuticals, Inc., is engaged in the business
of manufacturing and marketing of over-the-counter and
prescription pharmaceutical products for the Chinese marketplace
as treatment for a variety of disease and conditions.


COMMUNITY TOWERS I: Takes Another Shot at Confirming Exit Plan
--------------------------------------------------------------
Community Towers I, LLC, et al., submitted to the U.S. Bankruptcy
Court for the Northern District of California Disclosure Statement
explaining the Second Amended Joint Plan of Reorganization dated
Aug. 16, 2013.

As reported in the Troubled Company Reporter on March 5, 2013, the
Court denied confirmation of the prior version of the Debtors'
Joint Chapter 11 Plan.  Creditor CIBC Inc., voted against the
Joint Plan and opposed confirmation contending that the Joint
Plan: (1) improperly includes a third party release in violation
of Section 524; (2) violates Section 1129(a)(11) because it is not
feasible; and (3) is not fair and equitable to CIBC because the
interest rate proposed to be paid is inadequate to compensate CIBC
for the risk inherent in its loan to Debtors.

The Court, in its order, related that a plan of reorganization
must satisfy Section 1129(a)(1) to (16) to be confirmed.  If a
class of creditors rejects the plan, it can be confirmed only if
the standards of Section 1129(b) are met.

The key features of the Second Amended Plan include:

   -- a short Plan term of three years;

   -- profitable operation of the Debtor's Property;

   -- satisfaction or disallowance of claims;

   -- conversion of the debt owed to John and Rosalie Feece to
      ownership interests in the Debtors, and contribution of
      resulting capital to fund the Debtors' operations;

   -- deferral of all management fees by the Debtors' management
      company;

   -- deferral of all leasing commissions by the Debtors' leasing
      agent; and

   -- assumption of executory contracts and unexpired leases.

Notwithstanding the continued operation of the Subject Property,
the Plan provides that the Debtors or the Reorganized Debtors may
either: (a) refinance the Subject Property through a debt-equity
or direct loan transaction, or (b) sell the Subject Property.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/COMMUNITY_TOWERS_ds_2plan.pdf

                  About Community Towers I

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

John Walshe Murray, Esq., at Dorsey & Whitney LLP, represents the
Debtor as counsel, in substitution for Murray & Murray, A
Professional Corporation.  ACM Capital, serves as financial
advisor.


CONTINENTAL RESOURCES: S&P Raises Corp. Credit Rating From 'BB+'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it raised its long-term
corporate credit rating on Oklahoma City-based Continental
Resources Inc. to 'BBB-' from 'BB+'.  The outlook is stable.

S&P also raised its rating on the company's senior unsecured debt
to 'BBB-' from 'BB+' and withdrew its recovery ratings.

"The outlook is stable, reflecting our expectation that
Continental will continue to increase production and reserves
while maintaining a conservative financial policy," said Standard
& Poor's credit analyst Stephen Scovotti.

S&P would consider a downgrade if FFO to debt dropped to less than
30% for a sustained period, which would likely be a result of
weaker oil prices, or if the company's capital spending exceeded
cash flows by significantly more than S&P's expectations.  S&P
views a positive rating action as unlikely in the near-term.
zowever, S&P would consider a positive rating action if the
company were able to further improve its diversity and
meaningfully increase production and reserves while maintaining
FFO to debt of more than 45%.


CROSS BORDER RESOURCES: Reports $240,284 Net Income in 2nd Quarter
------------------------------------------------------------------
Cross Border Resources, Inc., filed its quarterly report on Form
10-Q, reporting net income of $240,284 on $3.46 million of
revenues  for the three months ended June 30, 2013, compared with
net income of $475,252 on $4.15 million of revenues for the same
period last year.

The Company reported net income of $2.04 million on $6.79 million
of revenues for the six months ended June 30, 2013, compared with
net income of $1.20 million on $7.75 million of revenues for the
corresponding period of 2012.

The Company's balance sheet at June 30, 2013, showed
$40.08 million in total assets, $21.63 million in total
liabilities, and stockholders' equity of $18.45 million.

"At June 30, 2013, the Company had a working capital deficit of
$1,315,485 and outstanding debt (consisting of a line of credit)
of $12,200,000."

A copy of the Form 10-Q is available at http://is.gd/yICIVS

Dallas-based Cross Border Resources, Inc., is an independent
natural gas and oil company engaged in the exploration,
development, exploitation, and acquisition of natural gas and oil
reserves in North America.  The Company's primary area of focus is
the State of New Mexico, particularly southeastern New Mexico.
The Company has two wholly-owned subsidiaries, which are inactive:
Doral West Corporation and Pure Energy Operating, Inc.

                          *     *     *

Darilek Butler & Associates, PLLC, in San Antonio, Texas,
expressed substantial doubt about Cross Border's ability to
continue as a going concern, following their audit of the
Company's financial statements for the year ended Dec. 31, 2012,
citing the Company's significant operating losses and negative
working capital.


CUMULUS MEDIA: To Acquire Dial Global for $260 Million
------------------------------------------------------
Cumulus Media Inc. announced a series of strategic transactions
that solidifies the Company's position as a leading producer of
high quality content and continues to reshape its footprint
focused on the top 100 markets.

The transactions include:

   * Acquisition of Dial Global, Inc., for $260 million in cash
    (consisting of approximately $45 million attributable to
     equity and the retirement of $215 million of debt)

   * Sale of 53 radio stations in 12 small & mid-sized markets to
     Townsquare Media for $238 million in cash (inclusive of the
     acquisition of net working capital)

   * Swap with Townsquare Media of 15 radio stations in two small
     & mid-sized markets in exchange for the receipt of five
     stations in Fresno, California (market #68)

"These transactions give us the necessary scale to provide the
marketing and enterprise solutions our advertising and affiliate
partners require," said Lew Dickey, CEO of Cumulus.  "Our goal is
to be the leading producer of premium audio content distributed
through multiple platforms while continuing to build our broadcast
platform in the top 100 U.S. markets."

The acquisition of Dial Global will add sports, news, talk, music
and programming services content - enabling Cumulus to provide a
wider variety of options to approximately 10,000 U.S. radio
stations, other media platforms and international platforms.  New
content acquired through the Dial Global acquisition will include
NFL, NCAA, NASCAR, Olympics, AP Radio News, NBC News and other
popular programming.

Cumulus expects the transaction to be deleveraging based upon
identified cost synergies of approximately $40 million, with
additional upside from revenue growth potential through the
creation of new content vehicles for broadcast radio advertisers.

Additionally, Cumulus believes the opportunity exists to
distribute premium, curated audio content across emerging new
media platforms.  Further, Cumulus intends to service
broadcasters' demands for premium content and enterprise solutions
in Europe, the Americas and Australia.

The transactions are expected to close simultaneously following
regulatory approval in the fourth quarter of 2013.

Jones Day is acting as legal counsel to Cumulus and Macquarie
Capital is acting as financial advisor to Cumulus.  Kirkland &
Ellis LLP is acting as legal counsel to Dial Global.

Cumulus will host a teleconference on Tuesday, Sept. 3, 2013, at
11:00 a.m., Eastern Time, to discuss the pending transaction.  The
conference call dial-in number for domestic callers is 877-830-
7699, and international callers should dial 660-422-3366 for call
access.  Please call five to 10 minutes in advance to ensure that
you are connected prior to the presentation.  The call also may be
accessed via webcast at www.cumulus.com.

Following completion of the call, a replay can be accessed until
12:00 AM Eastern Time, Sept. 30, 2013.  Domestic callers can
access the replay by dialing 855-859-2056, replay code #4709426.
International callers should dial 404-537-3406 for conference
replay access.

                         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.


CYBER DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Cyber Development Group International, LLC
        1331 Business Center Drive
        Mount Prospect, IL 60056

Bankruptcy Case No.: 13-34214

Chapter 11 Petition Date: August 28, 2013

Court: U.S. Bankruptcy Court
       Northern District of Illinois (Chicago)

Judge: Jack B. Schmetterer

Debtor's Counsel: Ariel Weissberg, Esq.
                  WEISSBERG & ASSOCIATES, LTD.
                  401 S. LaSalle Street, Suite 403
                  Chicago, IL 60605
                  Tel: (312) 663-0004
                  Fax: (312) 663-1514
                  E-mail: ariel@weissberglaw.com

Estimated Assets: $0 to $50,000

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/ilnb13-34214.pdf

The petition was signed by John H. Pressman of AOP Investments,
LLC, its manager.


DARLING INTERNATIONAL: S&P Affirms 'BB+' CCR; Outlook Stable
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating on Dallas-based renderer Darling International Inc.
The outlook is stable.

At the same time, S&P assigned a 'BBB-' issue-level rating to the
company's proposed $750 million senior secured revolving credit
facility and $350 million senior secured delay-draw term loan A
maturing 2018.  The recovery rating on this debt is '2',
indicating S&P's expectation for substantial (70%-90%) recovery in
the event of a payment default.  S&P expects approximately
$655 million will be drawn at the close of the transaction (about
$305 million under the revolver and $350 million under the term
loan), and that Darling will have $905 million in outstanding
debt.

In addition, S&P placed its 'BB+' rating on the company's
$250 million senior unsecured notes due 2018 on CreditWatch with
positive implications.  If the transaction closes and these notes
become senior secured debt obligations as currently proposed, S&P
will likely raise the ratings on this debt to 'BBB-' and revise
the recovery rating to '2' from '3'.  If the transaction is not
closed and the term loan is not drawn, S&P would withdraw the
ratings on that debt and reevaluate the recovery ratings on the
remainder of the company's debt, including the $250 million notes
due 2018.

"The rating affirmation reflects our belief that Darling will
lower leverage in the year following the acquisition of Rothsay,"
said Standard & Poor's credit analyst Chris Johnson.

The stable outlook reflects Standard & Poor's expectation that
Darling will successfully integrate this proposed acquisition
while steadily repaying debt and improving its credit measures.


DECISION DIAGNOSTICS: Incurs $1.8-Mil. Net Loss in Second Quarter
-----------------------------------------------------------------
Decision Diagnostics Corp. filed its quarterly report on Form
10-Q, reporting a net loss of $1.8 million on $377,525 of revenue
for the three months ended June 30, 2013, compared with a net loss
of $755,884 on $2.3 million of revenue for the same period last
year.

The Company reported a net loss of $2.7 million on $1.5 million of
revenue for the six months ended June 30, 2013, compared with a
net loss of $861,229 on $4.8 million of revenue for the comparable
period of 2012.

The Company's balance sheet at June 30, 2013, showed $3.68 million
in total assets, $4.03 million in total current liabilities, and a
stockholders' deficit of $527,000.

A copy of the Form 10-Q is available at http://is.gd/uKWtg9

Westlake Village, California-based Decision Diagnostics Corp. is a
Nationwide prescription and non-prescription diagnostics and home
testing products distributor, selling a range of diagnostic test
kits and at-home testing products.

                           *     *     *

As reported in the TCR on April 24, 2013, L.L. Bradford & Company,
LLC, in Las Vegas, Nevada, expressed substantial doubt about
Decision Diagnostics' ability to continue as a going concern,
citing the Company's recurring losses from operations.


DECISIONPOINT SYSTEMS: Incurs $1.1-Mil. Net Loss in Second Quarter
------------------------------------------------------------------
DecisionPoint Systems, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $1.1 million on $14.7 million of net
sales for the three months ended June 30, 2013, compared with a
net loss of $1.3 million on $17.8 million of net sales for the
same period last year.

For the six months ended June 30, 2013, the Company had a net
loss of $3.2 million on $28.5 million of net sales, compared with
a net loss of $1.5 million on $35.6 million of net sales for the
same period of 2012.

The Company's balance sheet at June 30, 2013, showed $31.0 million
in total assets, $33.5 million in total liabilities, and a
stockholders' deficit of $2.5 million.

"The Company experienced a net loss [attributable to common
stockholders] of $1.3 million and $3.7 million for the three and
six month periods ended June 30, 2013, which were far in excess of
the internal forecast maintained by the management team.  In
addition, the Company has a substantial working capital deficit
totaling $(13.6) million at June 30, 2013.  Although a portion of
this deficit is associated with deferred costs and unearned
revenues and term debt that has been classified current due to
expected future covenant violations, the liabilities of the
Company that are expected to be satisfied in the foreseeable
future in cash far exceed the operating assets that are expected
to be satisfied in cash.  As a result, the availability under the
Company's credit line has contracted significantly and the
Company's overall liquidity has become significantly constrained."

"In the near term, the Company's successful restructuring of its
operations and reduction of operating costs and/or its ability to
raise additional capital at acceptable terms is critical to its
ability to continue to operate for the foreseeable future.  If the
Company continues to incur operating losses and/or does not raise
sufficient additional capital, material adverse events may occur
including, but not limited to, 1) a reduction in the nature and
scope of the Company's operations, 2) the Company's inability to
fully implement its current business plan and/or 3) continued
defaults under the various loan agreements.  A covenant default
would give the bank the right to demand immediate payment of all
outstanding amounts which the Company would not be able to repay
out of normal operations.  There are no assurances that the
Company will successfully implement its plans with respect to
these liquidity matters.  The unaudited condensed consolidated
financial statements do not reflect any adjustment that may be
required resulting from the adverse outcome relating to this
uncertainty."

A copy of the Form 10-Q is available at http://is.gd/eiVFQ1

Irvine, Calif.-based DecisionPoint Systems, Inc., empowers the
mobile workforce to enhance customer satisfaction and accelerate
business growth.  They accomplish this by making enterprise
software applications accessible to the front-line mobile worker
anytime, anywhere.  DecisionPoint combines its industry leading
software products, application development capabilities,
deployment and support services with the latest wireless, and
mobile technologies.


DETROIT, MI: Protective Order Approved
--------------------------------------
BankruptcyData reported that the U.S. Bankruptcy Court approved
the City of Detroit's motion for an order permitting the redaction
of personally-identifiable information contained in any and all
documents and materials the City will provide to interested
parties.

As previously reported, "Personally identifiable information shall
include names, physical and electronic addresses, telephone
numbers, social security numbers, financial account numbers, and
any other information whose disclosure would create an undue risk
of identity theft or other unlawful injury."

                    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.

Detroit 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.

Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.

Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.


DETROIT, MI: Seeks $350 Million DIP Financing
---------------------------------------------
Bernie Woodall and Tom Hals, writing for Reuters, reported that
Detroit, which made the largest Chapter 9 municipal bankruptcy
filing in U.S. history, on Aug. 29 filed a request for proposals
for $350 million in unprecedented financing, the city emergency
manager's office said.

According to the report, Detroit is the first large U.S. city to
seek so-called debtor-in-possession financing after asking for
bankruptcy court protection.

The city plans to use about $250 million to terminate a
complicated swaps deal related to previous bonds issued to finance
pension debt, said Bill Nowling, press secretary for Detroit's
state-appointed emergency manager, Kevyn Orr, the report related.

About $100 million would "provide the city with adequate liquidity
throughout the restructuring case to start reinvesting in Detroit
today," Nowling said in an e-mail to Reuters. It would be a line
of credit the city could draw from, but it may not use all of it,
he said.

Nowling also said Orr plans to use proceeds from the financing to
invest in "quality of life" improvements for Detroit's nearly
700,000 residents, the report added.

                    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.

Detroit 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.

Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing
the American Federation of State, County and Municipal Employees
and the International Union.

Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is
representing the United Automobile, Aerospace and Agricultural
Implement Workers of America.


DYNACAST INT'L: Moody's Alters Outlook to Stable & Keeps B2 CFR
---------------------------------------------------------------
Moody's has affirmed Dynacast's CFR at B2 and PDR at B2-PD but
changed the outlook for Dynacast International LLC to stable from
negative to reflect remediation of the material weaknesses in
internal controls over financial reporting. Concurrently, Moody's
has also affirmed Dynacast's speculative grade liquidity rating of
SGL-3.

LGD adjustments:

Issuer: Dynacast International LLC

  Senior Secured Bank Credit Facility due 2016, changed to LGD1,
  03% from LGD1, 04%

  Senior Secured Bank Credit Facility due 2016, changed to LGD1,
  03% from LGD1, 04%

  Senior Secured Regular Bond/Debenture due 2019, changed to a
  range of LGD3, 45% from a range of LGD4, 50%

Outlook Actions:

Issuer: Dynacast International LLC

  Outlook, Changed To Stable from Negative

Affirmations:

Issuer: Dynacast International LLC

  Probability of Default Rating, Affirmed B2-PD

  Speculative Grade Liquidity Rating, Affirmed SGL-3

  Corporate Family Rating, Affirmed B2

  Senior Secured Bank Credit Facility due 2016, Affirmed Ba2

  Senior Secured Bank Credit Facility due 2016, Affirmed Ba2

  Senior Secured Regular Bond/Debenture due 2019, Affirmed B2

Ratings Rationale:

The change to a stable ratings outlook, from negative, reflects
the progress that Dynacast has made in recent quarters in
addressing the accounting material weakness as explained in its
recent 10-Q filings and 10-K filings. The company has made
significant progress resolving its financial reporting and control
issues including the hiring of a director of accounting and
improvements in oversight and governance of accrued liabilities
and deferred revenues. The change in outlook also reflects the
improvement in the company's credit ratios, and revenue and
operating income growth. EBITDA to interest was 2.2 times (all
numbers on a Moody's adjusted basis) for the LTM period ended June
30, 2013 while debt to EBITDA was 4.3 times versus 4.6 times for
2012.

The affirmation of its B2 CFR and B2-PD PDR reflect the view that
the company's coverage metrics are expected to improve and thereby
strengthen the company's profile within the rating category.
Moody's affirmation of the company's SGL-3 rating reflects the
view that the company is expected to have adequate liquidity over
the next 12-18 months. As of June 30, 2013, Dynacast had $36
million of cash and cash equivalents and had no usage under its
$50 million revolving credit facility maturing in July 2016.
Dynacast is in compliance with the leverage and interest coverage
covenants in its credit facilities and Moody's views headroom
under each covenant test to be good despite the step downs next
quarter.

Although Moody's believes the company has made significant
progress remediating its material weakness in financial reporting
and control, a qualified audit, though not expected, could cause
an adverse rating action. From a metrics perspective, debt to
EBITDA above 5.5 times, or a decline in EBITDA to interest
coverage to below 2.0 times could pressure the rating. The outlook
could come under pressure if sales or margins contract, or if its
liquidity weakens. The company's European operations have been
weak and if these were to weaken further, they could place
pressure on the rating or the outlook.

Although a ratings upgrade is not anticipated over the
intermediate term, positive ratings traction would be supported by
EBITDA to interest coverage above 3.5 times and leverage under 4.0
times, both on a sustained and improving basis, in conjunction
with strengthening in other related metrics.

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

Dynacast, headquartered in Charlotte, North Carolina, is a global
manufacturer of small engineered precision die cast components.
Revenues for the LTM period ended June 30, 2013 were approximately
$554 million.


EASTMAN KODAK: Gets Extension to Object to Sec. 503(b)(9) Claims
----------------------------------------------------------------
U.S. Bankruptcy Judge Allan Gropper gave Eastman Kodak Co. more
time to file its objections to claims asserted against the company
pursuant to Section 503(b)(9) of the Bankruptcy Code.

Judge Gropper extended the deadline through and including the 90th
day after the effective date of Kodak's Chapter 11 reorganization
plan.

Kodak has received approximately 500 claims that they must
evaluate to determine whether those claims are valid or not.

                       About Eastman Kodak

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

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

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

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

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

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

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

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

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

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


EASTMAN KODAK: Wins Court Approval to Assign ITT Contract
---------------------------------------------------------
Eastman Kodak Co. received the green light from U.S. Bankruptcy
Judge Allan Gropper to assign its contract with ITT Space Systems
LLC to RED-Rochester, LLC.

In an August 29 decision, Judge Gropper overruled the objection of
ITT to Kodak's bid to assign the contract as part of the sale of
its utility operations at Eastman Business Park, saying the tech
firm did not cite any authority supporting its arguments.

ITT had argued that the contract was assumed subject to all of its
burdens, including the provision prohibiting the assignment of the
contract without its prior consent.

The tech firm also argued that if a company in bankruptcy
protection assumes a contract without assigning it, that company
loses whatever rights it had under the Bankruptcy Code to assign
the contract.

"ITT does not cite any authority that directly supports this
proposition," Judge Gropper said in a 12-page order.  "In any
event, while a debtor must assume a contract subject to its
burdens, it can assume it with its benefits."

One of the benefits, Judge Gropper said, is the debtor's right
under section 365(f)(3) of the Bankruptcy Code to assign a
contract notwithstanding an anti-assignment clause in that
contract.

The bankruptcy judge also said that the tech firm did not question
the ability of RED-Rochester to perform under the contract.

Kodak and ITT signed the contract on Sept. 30, 2005, under which
the tech firm agreed to lease to the company approximately 2,200
square feet of land for a 50-year term.  The contract contains
provisions, which prohibit the assignment, sublet or use of the
contract without the tech firm's prior consent.

                       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.


EASTON-BELL: S&P Revises Outlook to Negative & Affirms 'B' CCR
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Van Nuys, Calif.-based Easton-Bell Sports Inc. to negative from
stable.  At the same time, S&P affirmed the 'B' corporate credit
rating on Easton-Bell.

S&P also affirmed its issue-level rating on the company's
$350 million senior secured notes due 2016 at 'B-'.  The '5'
recovery rating on the notes indicates S&P's expectation for
modest (10% to 30%) recovery in the event of payment default.

"The outlook revision to negative reflects our belief that
continued weak operating performance could persist, which could
constrain liquidity," said Standard & Poor's credit analyst
Stephanie Harter.  "While the company may avoid further margin
erosion as a result of new executive management's cost savings
initiatives and supply chain improvement programs already in
place, we expect net revenues to continue to decline."

The ratings on Easton-Bell reflect Standard & Poor's view that the
company's financial risk profile is "highly leveraged" and that
the business risk profile is "weak."  The company's highly
leveraged financial risk profile reflects its weak credit metrics
and S&P's belief that it has a very aggressive financial policy.
Easton-Bell's weak business risk profile assessment reflects the
company's known brand names and good market position, but the
discretionary nature of the company's products, limited geographic
diversity, and exposure to product liability.  This is slightly
offset by the company's good market position in the highly
fragmented competitive sporting goods industry.

The negative outlook reflects S&P's view that Easton-Bell's
liquidity could become constrained if 2013 second half and 2014
operating performance remains weak.  S&P could lower its ratings
if the new management team cannot realize its cost savings plan,
including an adjusted fiscal 2013 EBITDA target of $90 million,
resulting in even weaker credit protection measures such that
liquidity becomes constrained.


EDISON MISSION: Bar Date for Homer City Debtors Is Oct. 29
----------------------------------------------------------
All claimants, including governmental units, holding or wishing to
assert a claim that arose before May 2, 2013, against Debtors EME
Homer City Generation, L.P., Edison Mission Finance Co., and Homer
City Property Holdings, Inc., are required to file a proof of
claim by Oct. 29, 2013.

                        About Edison Mission

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

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

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

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

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

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

The Debtors other than Camino Energy Company are represented by:

          David R. Seligman, P.C., Esq.
          James H.M. Sprayregen, P.C., Esq.
          Sarah Hiltz Seewer, Esq.
          KIRKLAND & ELLIS LLP
          300 North LaSalle
          Chicago, IL 60654
          Telephone: (312) 862-2000
          Facsimile: (312) 862-2200

               - and -

          Joshua A. Sussberg, Esq.
          KIRKLAND & ELLIS LLP
          601 Lexington Avenue
          New York, NY 10022-4611
          Telephone: (212) 446-4800
          Facsimile: (212) 446-4900

Counsel to Debtor Camino Energy Company is:

          David A. Agay, Esq.
          Joshua Gadharf, Esq.
          MCDONALD HOPKINS LLC
          300 North LaSalle, Suite 2100
          Chicago, IL 60654
          Telephone: (312) 280-0111
          Facsimile: (312) 280-8232

Perella Weinberg Partners, LP is acting as the Debtors' financial
advisor and McKinsey Recovery & Transformation Services U.S., LLC
is acting as restructuring advisor.  GCG, Inc., is the claims and
notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by Ira S. Dizengoff, Esq., Stephen M.
Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at
AKIN GUMP STRAUSS HAUER & FELD LLP in New York; James Savin, Esq.,
and Kevin M. Eide, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP in
Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq.,
at PERKINS COIE LLP.  The Committee also has tapped Blackstone
Advisory Partners as investment banker and FTI Consulting as
financial advisor.

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


EDISON MISSION: Inks Escrow Agreement with Kern River & US Bank
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized Edison Mission Energy, et al., to
enter into a cash collateral escrow agreement with Kern River Gas
Transmission Company and U.S. Bank, N.A.

Pursuant to the requirements of a transportation service agreement
and applicable tariffs, EME caused a letter of credit to be
established for the sole and exclusive benefit of KRGT in the
amount of $8,153,370, which L/C remains in full force and effect
until April 2014.  To provide KRGT with credit enhancement and
assurance comparable to the L/C, KRGT desired to establish an
escrow.

Accordingly, the parties agreed to establish an escrow account
with U.S. Bank, as escrow agent, under which EME will deposit the
sum of $7,317,246.

                        About Edison Mission

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

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

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

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

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

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

The Debtors other than Camino Energy Company are represented by:

          David R. Seligman, P.C., Esq.
          James H.M. Sprayregen, P.C., Esq.
          Sarah Hiltz Seewer, Esq.
          KIRKLAND & ELLIS LLP
          300 North LaSalle
          Chicago, IL 60654
          Telephone: (312) 862-2000
          Facsimile: (312) 862-2200

               - and -

          Joshua A. Sussberg, Esq.
          KIRKLAND & ELLIS LLP
          601 Lexington Avenue
          New York, NY 10022-4611
          Telephone: (212) 446-4800
          Facsimile: (212) 446-4900

Counsel to Debtor Camino Energy Company is:

          David A. Agay, Esq.
          Joshua Gadharf, Esq.
          MCDONALD HOPKINS LLC
          300 North LaSalle, Suite 2100
          Chicago, IL 60654
          Telephone: (312) 280-0111
          Facsimile: (312) 280-8232

Perella Weinberg Partners, LP is acting as the Debtors' financial
advisor and McKinsey Recovery & Transformation Services U.S., LLC
is acting as restructuring advisor.  GCG, Inc., is the claims and
notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by Ira S. Dizengoff, Esq., Stephen M.
Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at
AKIN GUMP STRAUSS HAUER & FELD LLP in New York; James Savin, Esq.,
and Kevin M. Eide, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP in
Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq.,
at PERKINS COIE LLP.  The Committee also has tapped Blackstone
Advisory Partners as investment banker and FTI Consulting as
financial advisor.

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


EDISON MISSION: Judge Cox Did Not Rule on Bid to Junk Tyche Appeal
------------------------------------------------------------------
Judge Jacqueline P. Cox of the U.S. Bankruptcy Court for the
Northern District of Illinois, Eastern Division, declined to
consider Debtor Edison Mission Energy's motion to dismiss an
appeal from the bankruptcy court's prior decision denying Tyche
Power Partners' motion to dismiss an adversary proceeding filed
against it.

According to Judge Cox, the filing of a timely notice of appeal
transfers jurisdiction from the bankruptcy court with respect to
matters involved in the appeal.  In this case, Tyche timely filed
its appeal, thus the bankruptcy court is not authorized on rule on
EME's motion to dismiss.

The case is Edison Mission Energy, Plaintiff, v. Tyche Power
Partners LLC f/k/a BNY Power Partners LLC and JPMorgan Chase Bank,
N.A., Adv. No. 13-00568 (N.D. Ill.).

                        About Edison Mission

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

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

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

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

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

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

The Debtors other than Camino Energy Company are represented by:

          David R. Seligman, P.C., Esq.
          James H.M. Sprayregen, P.C., Esq.
          Sarah Hiltz Seewer, Esq.
          KIRKLAND & ELLIS LLP
          300 North LaSalle
          Chicago, IL 60654
          Telephone: (312) 862-2000
          Facsimile: (312) 862-2200

               - and -

          Joshua A. Sussberg, Esq.
          KIRKLAND & ELLIS LLP
          601 Lexington Avenue
          New York, NY 10022-4611
          Telephone: (212) 446-4800
          Facsimile: (212) 446-4900

Counsel to Debtor Camino Energy Company is:

          David A. Agay, Esq.
          Joshua Gadharf, Esq.
          MCDONALD HOPKINS LLC
          300 North LaSalle, Suite 2100
          Chicago, IL 60654
          Telephone: (312) 280-0111
          Facsimile: (312) 280-8232

Perella Weinberg Partners, LP is acting as the Debtors' financial
advisor and McKinsey Recovery & Transformation Services U.S., LLC
is acting as restructuring advisor.  GCG, Inc., is the claims and
notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by Ira S. Dizengoff, Esq., Stephen M.
Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at
AKIN GUMP STRAUSS HAUER & FELD LLP in New York; James Savin, Esq.,
and Kevin M. Eide, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP in
Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq.,
at PERKINS COIE LLP.  The Committee also has tapped Blackstone
Advisory Partners as investment banker and FTI Consulting as
financial advisor.

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


EDISON MISSION: Has Court OK to Hire Sitrick as Claims Consultant
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Illinois, Eastern
Division, authorized Edison Mission Energy, et al., to employ
Sitrick Brincko Group, LLC, as claims consultant, nunc pro tunc to
July 1, 2013.

The following professionals are expected to have primary
responsibility for providing services to the Debtors: Thora
Thoroddsen to be paid $375 per hour and Yolanda Hoelscher to be
paid $150 per hour.  The firm will also be reimbursed for any
necessary out-of-pocket expenses.

                        About Edison Mission

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

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

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

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

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

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

The Debtors other than Camino Energy Company are represented by:

          David R. Seligman, P.C., Esq.
          James H.M. Sprayregen, P.C., Esq.
          Sarah Hiltz Seewer, Esq.
          KIRKLAND & ELLIS LLP
          300 North LaSalle
          Chicago, IL 60654
          Telephone: (312) 862-2000
          Facsimile: (312) 862-2200

               - and -

          Joshua A. Sussberg, Esq.
          KIRKLAND & ELLIS LLP
          601 Lexington Avenue
          New York, NY 10022-4611
          Telephone: (212) 446-4800
          Facsimile: (212) 446-4900

Counsel to Debtor Camino Energy Company is:

          David A. Agay, Esq.
          Joshua Gadharf, Esq.
          MCDONALD HOPKINS LLC
          300 North LaSalle, Suite 2100
          Chicago, IL 60654
          Telephone: (312) 280-0111
          Facsimile: (312) 280-8232

Perella Weinberg Partners, LP is acting as the Debtors' financial
advisor and McKinsey Recovery & Transformation Services U.S., LLC
is acting as restructuring advisor.  GCG, Inc., is the claims and
notice agent.

An official committee of unsecured creditors has been appointed in
the case and is represented by Ira S. Dizengoff, Esq., Stephen M.
Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at
AKIN GUMP STRAUSS HAUER & FELD LLP in New York; James Savin, Esq.,
and Kevin M. Eide, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP in
Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq.,
at PERKINS COIE LLP.  The Committee also has tapped Blackstone
Advisory Partners as investment banker and FTI Consulting as
financial advisor.

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


ELEPHANT TALK: Borrows EUR2 Million From Bernard Moncarey
---------------------------------------------------------
Elephant Talk Communications Corp. issued a convertible note to
Bernard Moncarey, due July 2, 2014, pursuant to which the Company
borrowed a principal amount of EUR2,000,000 at an interest rate of
10 percent per annum.  At any time after Aug. 17, 2013, the
Convertible Note is convertible, in whole or in part, at the
option of the Investor, into a number of shares of Common Stock,
par value $0.00001, of the Company equal to the quotient of the
outstanding balance under the Convertible Note by $0.887.  The
Convertible Note also contains default provisions, including
provisions for potential acceleration of the Convertible Note.

The Company has received the funds for the Convertible Note and
intends to use the proceeds from the Convertible Note and any
issuance of shares under the Warrant primarily for working
capital.

In conjunction with the issuance of the Convertible Note, on
Aug. 17, 2013, the Company issued a warrant to the Investor to
purchase 1,000,000 shares of restricted common stock.  The Warrant
is exercisable at any time on or after Feb. 17, 2013, at a price
of $0.887 per share for a term of five years.  The transaction is
expected to be completed as soon as possible, subject to approval
of the Company's listing application with NYSE MKT.

On Aug. 17, 2013, in connection with the issuance of the
Convertible Note and the Warrant, the Company also issued letters
of extension to certain investors holding warrants issued
previously by the Company to purchase shares of Common Stock of
the Company.  Pursuant to the Extensions, the expiration date of
the Old Warrants has been extended for a period of two years from
the original expiration date of the Old Warrants.

                        About Elephant Talk

Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK)
-- http://www.elephanttalk.com/-- is an international provider of
business software and services to the telecommunications and
financial services industry.

Elephant Talk disclosed a net loss attributable to the Company of
$23.13 million in 2012, a net loss attributable to the Company of
$25.31 million in 2011 and a net loss attributable to the Company
of $92.48 million in 2010.  The Company's balance sheet at
March 31, 2013, showed $34.47 million in total assets, $18.29
million in total liabilities, and $16.18 million in total
stockholders' equity.

BDO USA, 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 has
suffered recurring losses from operations has an accumulated
deficit of $203.3 million and continues to generate negative cash
flows that raise substantial doubt about its ability to continue
as a going concern.


END OF THE ROAD: Case Summary & 5 Unsecured Creditors
-----------------------------------------------------
Debtor: End of the Road LLC
        575 Pine Place
        P.O. Box 731
        East Marion, NY 11939

Bankruptcy Case No.: 13-74457

Chapter 11 Petition Date: August 28, 2013

Court: U.S. Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Alan S. Trust

Debtor's Counsel: Marc A. Pergament, Esq.
                  WEINBERG GROSS & PERGAMENT, LLP
                  400 Garden City Plaza
                  Garden City, NY 11530
                  Tel: (516) 877-2424
                  E-mail: mpergament@wgplaw.com

Scheduled Assets: $1,500,000

Scheduled Liabilities: $2,121,806

A copy of the Company's list of its five unsecured creditors filed
with the petition is available for free at:
http://bankrupt.com/misc/nyeb13-74457.pdf

The petition was signed by Maureen Mooney, member.


ENERGYSOLUTIONS INC: Incurs $57.2 Million Net Loss in 2nd Quarter
-----------------------------------------------------------------
EnergySolutions, Inc., filed with the U.S. Securities and Exchange
Commission its quarterly report on Form 10-Q disclosing a net loss
of $57.23 million on $411.03 million of revenue for the three
months ended June 30, 2013, as compared with net income of $5.40
million on $392.62 million of revenue for the same period during
the prior year.

For the six months ended June 30, 2013, the Company reported a net
loss of $65.43 million on $937.24 million of revenue, as compared
with net income of $4.74 million on $883.31 million of revenue for
the same period a year ago.

EnergySolutions reported net income of $3.92 million in 2012, as
compared with a net loss of $193.64 million in 2011.

The Company's balance sheet at June 30, 2013, showed $2.44 billion
in total assets, $2.21 billion in total liabilities and $233.08
million in total equity.

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

                        http://is.gd/h2sDKN

                       About EnergySolutions

Salt Lake City, Utah-based EnergySolutions offers customers a full
range of integrated services and solutions, including nuclear
operations, characterization, decommissioning, decontamination,
site closure, transportation, nuclear materials management, the
safe, secure disposition of nuclear waste, and research and
engineering services across the fuel cycle.

                         Bankruptcy Warning

"Our senior secured credit facility contains financial covenants
requiring us to maintain specified maximum leverage and minimum
cash interest coverage ratios.  The results of our future
operations may not allow us to meet these covenants, or may
require that we take action to reduce our debt or to act in a
manner contrary to our business objectives.

"Our failure to comply with obligations under our senior secured
credit facility, including satisfaction of the financial ratios,
would result in an event of default under the facilities.  A
default, if not cured or waived, would prohibit us from obtaining
further loans under our senior secured credit facility and permit
the lenders thereunder to accelerate payment of their loans and
not renew the letters of credit which support our bonding
obligations.  If we are not current in our bonding obligations, we
may be in breach of our contracts with our customers, which
generally require bonding.  In addition, we would be unable to bid
or be awarded new contracts that required bonding.  If our debt is
accelerated, we currently would not have funds available to pay
the accelerated debt and may not have the ability to refinance the
accelerated debt on terms favorable to us or at all particularly
in light of the tightening of lending standards as a result of the
ongoing financial crisis.  If we could not repay or refinance the
accelerated debt, we would be insolvent and could seek to file for
bankruptcy protection.  Any such default, acceleration or
insolvency would likely have a material adverse effect on the
market value of our common stock," the Company said in its annual
report for the year ended Dec. 31, 2012.

                           *     *     *

As reported in the Jan. 9, 2013 edition of the TCR, Standard &
Poor's Ratings Services placed its ratings, including its 'B'
corporate credit rating, on EnergySolutions on CreditWatch with
developing implications.

"The CreditWatch placement follows EnergySolutions' announcement
that it has entered into a definitive agreement to be acquired by
a subsidiary of Energy Capital Partners II," said Standard &
Poor's credit analyst Jim Siahaan.

EnergySolutions is permitted to engage in discussions with other
suitors, which may include other financial sponsors or strategic
buyers.


EOS PETRO: Incurs $2.7-Mil. Net Loss in Second Quarter
------------------------------------------------------
Eos Petro, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $2.7 million on $196,776 of revenues for
the three months ended June 30, 2013, compared with a net loss of
$646,761 on $nil revenue for the same period last year.

"Interest expense for the three months ended June 30, 2013, and
2012, was $1,865,865 and $270,284, respectively."

The Company reported a net loss of $3.4 million on $220,754 of
revenues for the six months ended June 30, 2013, compared with a
net loss of $945,999 on $16,474 of revenues for the comparable
period of 2012.

"Interest expense for the six months ended June 30, 2013, and
2012, was $1,926,953 and $399,076, respectively."

The Company's balance sheet at June 30, 2013, showed $1.6 million
in total assets, $3.8 million in total liabilities, and a
stockholders' deficit of $2.2 million.

"The Company has a limited operating history on which to base an
evaluation of its current business and future prospects.  As of
June 30, 2013, the Company had a stockholders' deficit of
$2,205,549, and for the six months ended June 30, 2013, reported a
net loss of $3,426,102 and negative cash flows from operating
activities of $1,101,351."

The Company's independent registered public accounting firm, in
its report on the Company's 2012 consolidated financial
statements, has raised substantial doubt about the Company's
ability to continue as a going concern.

A copy of the Form 10-Q is available at http://is.gd/wCe3cq

Los Angeles-based Eos Petro, Inc., formerly Cellteck, Inc., is
presently focused on the exploration, development, mining,
operation and management of medium-scale oil and gas assets.


EVERGREEN OIL: Plan Confirmation Hearing Continued to Sept. 12
--------------------------------------------------------------
The Bankruptcy Court approved a stipulation continuing until
Sept. 12, 2013, the hearing to consider confirmation of Evergreen
Oil Inc.'s Third Amended Joint Plan of Reorganization dated
July 29, 2013.

As reported in the Troubled Company Reporter on Aug. 13, 2013,
the Debtors proposed the Third Amended Plan for the resolution of
outstanding claims against and interests in the Debtors.  The Plan
will establish a reserve or reserves to ensure payment of any
claims in accordance with the terms of the Plan that arose in
whole or in part prior to the Effective Date but that are allowed
and payable after the Effective Date.

The Debtors will establish the creditor fund which will consist of
the cash necessary to make payments required to be made on the
Effective Date, and will be obtained from the proceeds and the
cash recovered by the estates with respect to retained claims, but
excluding proceeds related to insurance claim and avoidance
actions.

Copies of the Plan are available for free at

         http://bankrupt.com/misc/EVERGREEN_OIL_plan3.pdf
         http://bankrupt.com/misc/EVERGREENOIL_plan.pdf

                        About Evergreen Oil

Headquartered in Irvine, California, with facilities located in
Newark and Carson, California, Evergreen Oil Inc. is one of the
largest waste oil collectors in California, and the only oil
re-refining operation in California.  Founded in 1984, EOI is also
a major provider of hazardous waste services, offering customers
across California a full range of environmental services to handle
all of their waste management needs.

Evergreen Oil and its parent, Evergreen Environmental Holdings,
Inc., sought Chapter 11 protection (Bankr. C.D. Cal. Case Nos.
13-13163 and 13-13168) on April 9, 2013, in Santa Ana California.

The Debtors have tapped Levene, Neale, Bender, Yoo & Brill L.L.P.
as bankruptcy counsel; Jeffer, Mangels Butler & Mitchell L.L.P. as
special corporate counsel effective; and Cappello Capital Corp. as
exclusive investment banker.

The Debtors disclosed $83,739,748 in assets and $89,302,759 in
liabilities as of the Chapter 11 filing.

The Official Committee of Unsecured Creditors is represented by
Alan I. Nahmias, Esq., at Mirman, Bubman & Nahmias, LLP represents
the Committee.

Bank of the West is represented by William B. Freeman, Esq., at
Katten Muchin Rosenman LLP.


EXCEL MARITIME: Court Rebuffs Creditors' Bid to File Rival Plan
---------------------------------------------------------------
Peg Brickley, writing for Daily Bankruptcy Review, reported that
unsecured creditors lost a bid to propose a competing
restructuring plan for Excel Maritime Carriers Ltd., setting the
stage for a November court fight over the company's proposed
Chapter 11 plan, which keeps the current owners in charge.

                       About Excel Maritime

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

The company blamed financial problems on low charter rates.

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

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

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

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


EXCEL MARITIME: Panel Pushes for Termination of Exclusive Periods
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of Excel Maritime Carriers LTD., et al.,
maintains that the U.S. Bankruptcy Court for the Southern District
of New York should terminate the Debtors' exclusive plan filing
and solicitation periods and overrule the objections to its
termination request.

The Debtors and Senior Lenders to the Debtors assert that there is
no basis to terminate the exclusive periods and that even though
the Ivory Shipping Transaction is an integral part of the
reorganization plan and the Debtors' overall restructuring, it is
somehow immunized from having to comply with the Bankruptcy Code
and applicable Supreme Court precedent including the market test
requirement.  The Debtors and the Senior Lenders also assert that
the Committee has made insufficient progress on a competing equity
investment and on an alternative plan to warrant termination of
the exclusive periods, and terminating exclusivity will delay the
plan process and materially increase expense.

On behalf of the Committee, Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, in New York, argues: "These cases cannot
afford to be held hostage to the Debtors' pre-petition self
serving decisions and should not be forced to bear the
consequences of the Debtors' inappropriate pre- and post-petition
conduct.  If the Debtors' projections are accurate, these cases
will have one opportunity to pursue confirmation of a plan.  Based
on the infirmities contained in the Debtors' Plan and the fact
that the Committee is prepared to file a confirmable plan,
terminating exclusivity will move these cases forward materially."

Moreover, Mr. Stamer argues that no matter how the Debtors
document or describe it, the Ivory Shipping Transaction, whose
consummation is both a means of the Plan's implementation and a
condition precedent to the Plan's effective date, will occur under
the Plan.  "There is no question that the controlling
shareholders, who not only own the vast majority of the Debtors'
equity, but are also officers, directors and members of the
Debtors' board, controlled the exclusive right to determine who
would ultimately receive the equity of reorganized Excel.
Therefore, the Debtors must market test the value of the equity of
reorganized Excel.  In light of the conduct of the Debtors and the
Controlling Shareholders to date and the Debtors' asserted looming
cash shortage, the only practical way to proceed now is to allow
for competing plans."

The Committee also proposes to retain as counsel Sean E.
O'Donnell, Esq., and Sunish Gulati, Esq., at AKIN GUMP STRAUSS
HAUER & FELD LLP, in New York; and Sarah Link Schultz, Esq., at
AKIN GUMP STRAUSS HAUER & FELD LLP, in Dallas, Texas.

                       About Excel Maritime

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

The company blamed financial problems on low charter rates.

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

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

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

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


FORT NORFOLK: Case Summary & 4 Unsecured Creditors
--------------------------------------------------
Debtor: Fort Norfolk, LLC
        273 Granby Street, Suite 300
        Norfolk, VA 23510

Bankruptcy Case No.: 13-73188

Chapter 11 Petition Date: August 28, 2013

Court: U.S. Bankruptcy Court
       Eastern District of Virginia (Norfolk)

Judge: Stephen C. St. John

Debtor's Counsel: Kelly Megan Barnhart, Esq.
                  ROUSSOS, LASSITER, GLANZER & BARNHART
                  580 E. Main Street, Suite 300
                  P.O. Box 3127
                  Norfolk, VA 23514-3127
                  Tel: (757) 622-9005
                  Fax: (757) 624-9257
                  E-mail: barnhart@rlglegal.com

                         - and ?

                  Robert V. Roussos, Esq.
                  ROUSSOS, LASSITER, GLANZER & BARNHART
                  P.O. Box 3127
                  Norfolk, VA 23514
                  Tel: (757) 622-9005
                  Fax: (757) 624-9257
                  E-mail: roussos@rlglegal.com

Scheduled Assets: $800,000

Scheduled Liabilities: $1,048,568

A copy of the Company's list of its largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/vaeb13-73188.pdf

The petition was signed by Robert F. Wright, managing member.

Affiliate that filed separate Chapter 11 petition:

        Entity                        Case No.       Petition Date
        ------                        --------       -------------
421 Granby LLC                        13-72933            08/06/13
426 Granby Street, LLC                13-73089            08/21/13
  d/b/a 426 Granby, LLC


FREESEAS INC: Issues 1.3MM Add'l Settlement Shares to Hanover
-------------------------------------------------------------
FreeSeas Inc. issued and delivered to Hanover Holdings I, LLC,
1,300,000 additional settlement shares pursuant to the terms of
the Settlement Agreement approved by the Supreme Court of the
State of New York, County of New York, on June 25, 2013, in the
matter entitled Hanover Holdings I, LLC v. FreeSeas Inc., Case No.
651950/2013.  Hanover commenced the Action against the Company on
May 31, 2013, to recover an aggregate of $5,331,011 of past-due
accounts payable of the Company, plus fees and costs.  The Order
provides for the full and final settlement of the Claim and the
Action.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on June 26, 2013, the Company issued and delivered to
Hanover 890,000 shares of the Company's common stock, $0.001 par
value, and between July 2, 2013, and Aug. 20, 2013, the Company
issued and delivered to Hanover an aggregate of 16,708,000
additional settlement shares.

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

                         http://is.gd/fwIocN

                         About FreeSeas Inc.

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

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

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

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


FRESH START: Incurs $155K Net Loss in Second Quarter
----------------------------------------------------
Fresh Start Private Management, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss of $154,936 on $499,951 of
sales for the three months ended June 30, 2013, compared with a
net loss of $438,537 on $179,209 of sales for the same period last
year.

For the six months ended June 30, 2013, the Company had a net
loss of $209,580 on $887,160 of sales, compared with a net loss of
$457,378 on $440,092 of sales for the same period of 2012.

The Company's balance sheet at June 30, 2013, showed $5.8 million
in total assets, $2.9 million in total current liabilities, and
stockholders' equity of $2.9 million.

"The Company has incurred significant recurring losses which have
resulted in an accumulated deficit of $1,808,171, working capital
deficiency of $1,103,692 at June 30, 2013, and negative cash flows
from operations of $111,683 for the six months ended June 30,
2013, which raises substantial doubt about the Company's ability
to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/KzLXsO

Fresh Start Private Management, Inc., through its wholly owned
subsidiary, is an alcohol rehabilitation and treatment center
headquartered in Santa Ana, California.  The Company's alcohol
rehabilitation program consists of a Naltrexone implant that is
placed under the skin in the lower abdomen coupled with life
counseling sessions from specialized counselors.


GENERAL MOTORS: Fitch Affirms 'BB+' Issuer Default Ratings
----------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) of
General Motors Company (GM) and its General Motors Holdings LLC
(GM Holdings) subsidiary at 'BB+'. Fitch has also upgraded the IDR
of General Motors Financial Company, Inc. (GMF), GM's captive
finance subsidiary, to 'BB+' from 'BB'. Fitch has revised the
Rating Outlooks for GM and GM Holdings to Positive from Stable.
GMF's ratings have been removed from Rating Watch Positive and
revised to Rating Outlook Positive.

In addition, Fitch has affirmed GM Holdings' secured revolving
credit facility rating at 'BBB-' and GM's Series B preferred stock
rating at 'BB-'. GMF's senior unsecured rating has been upgraded
to 'BB+' from 'BB'.

In addition, Fitch has upgraded the long-term IDR and affirmed the
short-term IDR of GMAC Bank GmbH and affirmed the short-term IDR
of GMAC (UK) Plc. following GMF's purchase of the entities during
its acquisition of Ally Financial Inc.'s (Ally) international
operations (IO).

Key Rating Drivers

GM's ratings are supported by the auto manufacturer's very low
automotive leverage, strong liquidity position, continued positive
free cash flow generating capability (excluding voluntary pension
contributions), reduced pension obligations, and improved product
portfolio. Importantly, since exiting bankruptcy four years ago,
GM has kept its automotive debt level low while maintaining a high
level of cash and credit facility availability, providing it with
meaningful financial flexibility. GM's ratings are further
supported by its position as one of the most geographically
diverse global automakers, with a strong market presence in key
developing markets, such as China, Southeast Asia and Latin
America.

The Positive Outlook on GM and GM Holdings reflects Fitch's
expectation that a continued improvement in the company's
operational performance, an increase in the profitability of its
North American operations, a strengthening of its global product
portfolio, and a stabilization in its European business could lead
to an upgrade within the next 24 months. A further reduction in
the company's substantial pension obligations would also support a
positive rating action, as would a further increase in both market
share and net pricing in its key global markets.

Despite its strengthened financial position, GM still faces a
number of challenges. The company continues to work on the
restructuring of its global operations that it began after exiting
its 2009 bankruptcy, and profitability, although much improved
over the past four years, has yet to attain the levels of its
strongest competitors. Over the longer term, GM's focus on
improving the efficiency of its business, including manufacturing
operations, product development, information technology and
business services, should yield meaningful improvements in
profitability. However, in the near term, this restructuring risks
temporarily adding incremental cost and complexity to the
business. Other challenges include turning around the company's
loss-making operations in Europe, reducing the size of its
significant pension liabilities, and meeting the requirements of
tightening global emissions, fuel economy and safety regulations.

GM's cash position (including cash equivalents and marketable
securities) declined over the past year as the company used
approximately $5.5 billion to repurchase a portion of the U.S.
Treasury's equity stake and another $2.3 billion in connection
with transferring its U.S. salaried pension plan to a group
annuity contract. The company also used $1.4 billion to redeem GM
Korea's outstanding preferred shares and made a $1.3 billion
equity injection into GMF to help fund the financial subsidiary's
acquisition of certain non-U.S. operations of Ally Financial.
Despite this cash usage, GM's cash position remained relatively
strong at $24 billion as of June 30, 2013. Total liquidity,
including $10.6 billion in availability on the company's primary
revolvers, totaled $35 billion.

Free cash flow (calculated by Fitch as automotive cash from
operations less capital expenditures and preferred dividends) was
a use of $193 million in the 12 months ended June 30, 2013,
largely as a result of the aforementioned pension actions. For the
full year 2013, Fitch expects free cash flow to be positive,
despite capital spending running near the 2012 level of $8
billion. Over the next few years, Fitch expects GM's free cash
flow to grow, even as the company's focus on investing in new
products keeps capital spending elevated by historical standards.

GM's profitability, though much improved in the post-recession
period, remains lower than many of its primary competitors.
Fitch's calculated EBITDA margin was only 6.1% in the first half
of 2013, and the free cash flow margin was 0.9%. Although both
figures reflect higher structural costs tied to new product roll-
outs, as well as losses in Europe, they nonetheless are lower than
the margins of many of GM's competitors in the same period. In
North America, GM's EBIT-adjusted margin (based on the company's
figures), a proxy for its operating margin, was 7.3% in the first
half of 2013, also on the lower end of the industry. Fitch expects
GM's margins, both in North America and globally, will improve as
it continues to focus on improving operational efficiency, as well
as reducing losses in Europe. A sustained increase in margins
relative to the company's competitors would be a factor for a
potential future upgrade.

GM's low automotive leverage remains a key driver of the company's
ratings and outlook. As of June 30, 2013, leverage (automotive
debt/Fitch-calculated EBITDA) was only 0.5x, and FFO adjusted
leverage was only 1x. GM ended the second quarter with $4 billion
in automotive debt, primarily comprised of various bank
borrowings, private note placements and capital leases. The
majority of GM's consolidated automotive debt is outside the U.S.
and non-recourse to the parent company. GM's low leverage is an
important contributor to the company's financial flexibility.

As noted, the significant restructuring needed to end years of
losses in Europe remains a challenge for GM. However, the company
appears to have gained traction over the past year in its efforts
to increase profitability in the region. In April 2013, the
company announced that its Bochum, Germany, plant will close in
late 2014 after workers rejected an agreement that would have kept
the plant open until 2016. Closing Bochum earlier than planned
will allow GM to realize the benefits sooner, although it will
require some incremental spending to move production of the Opel
Zafira from Bochum to Ruesselsheim, Germany. GM's alliance with
PSA Peugeot Citroen continues to move forward, with the companies
still targeting annual benefits of about $1 billion each once the
alliance is fully underway, most likely after 2016.

China remains a key element of GM's long-term growth strategy and
a meaningful source of cash for the company. Including joint
venture sales, China is GM's largest market by unit volume, and
the company is the largest auto manufacturer in the Chinese
market. GM receives between $1 billion and $2 billion in cash
dividends from its Chinese joint ventures annually. Although
Chinese industry growth has slowed from the very high pace seen
several years ago, secular growth is expected to continue driving
industry sales higher over the long term, and GM remains well
positioned to take advantage of these trends. GM's Shanghai GM
joint venture recently began construction of a $1.3 billion
Cadillac plant in the country, further demonstrating the
importance of the market the company's long-term strategy.

As of year-end 2012, GM's global pension plans (including certain
unfunded non-U.S. plans) were underfunded by $28 billion, with
about half of that in the U.S. Despite transferring most of its
U.S. salaried pension obligations to a group annuity in 2012, the
funded status of GM's U.S. plans improved by only $188 million
versus year end 2011. The relatively minor improvement in the
funded status was due to a decline in the discount rate used to
measure the remaining plans' projected benefit obligations. For
the U.S. plans, the company used a discount rate of 3.59% versus
4.15% in 2011, and for the non-U.S. plans, the discount rate
declined to 3.7% in 2012 from 4.5% in 2011. However, Fitch expects
the recent rise in long-term interest rates, if they hold through
year end, will drive a significant improvement in the funded
status of the plans when they are re-measured at the-end of 2013.

The equalization of GMF's ratings with those of its parent, GM,
reflects Fitch's view that GMF is a 'core' subsidiary to its
parent. This is based on actual and potential support provided to
GMF from GM, as well as the increased amount of GMF revenue that
comes from GM following the close of the majority of the
acquisition of Ally's IO. GM agreed to inject $2 billion of cash
into GMF, of which $1.3 billion has already been provided, in
order to ensure an appropriate pro forma capital structure
following the close of the IO acquisition. In addition, GM
increased its inter-company credit facility to $1.5 billion from
$300 million to ensure adequate funding for the IO acquisition,
then, subsequent to the May 2013 senior unsecured note issuance,
the line was reduced to $600 million in June 2013. GM also made
GMF a co-borrower on its bank facility and increased and extended
the tax sharing agreement between the two entities.

The ratings of GMF also reflect its established market position in
the auto finance space, seasoned management team, strong asset
quality, enhanced liquidity profile, demonstrated funding
flexibility and favorable leverage relative to other rated captive
finance companies. GMF's asset quality continues to be strong, but
credit performance is expected to begin to normalize during 2013
due to normalizing credit performance, weaker seasonal trends in
the second half of 2013, and an overall shift in the portfolio
vintage. This decline will be partially offset by the increase in
prime receivables from the IO acquisition, which will result in an
overall improved credit profile.

GMF's liquidity profile was enhanced by the upsizing of two of its
North American warehouse facilities, the increase of its inter-
company credit facility with GM, the establishment of a North
American floor plan facility during the first half of 2013 and the
acquisition of international facilities through the IO purchase.
Total liquidity at June 30, 2013, was $4.1 billion compared to
$2.9 billion at year-end 2012, growing commensurately with
increased organic growth, the IO acquisition and debt issuance.
GMF has accessed the unsecured markets twice since June 30, 2012,
issuing $3.5 billion in senior unsecured notes. Fitch believes the
company's access to the public unsecured market affords it greater
funding flexibility and expects unsecured debt as a percentage of
total debt will increase going forward.

GMF's leverage, as measured by debt to tangible equity was 4.8x at
June 30, 2013, compared to 3.3x at Dec. 31, 2012, and 3.0x a year
earlier as an increase in debt outstanding was partially offset by
a growing equity base, given solid profitability trends. GMF has
historically targeted a long-term leverage ratio, as measured by
earning assets to tangible net worth, of 6.0x to 8.0x. While the
company has historically operated well below its target, Fitch
expects GMF to operate within its targeted range following the
close of the IO acquisition. Fitch is comfortable with the
increase in leverage given the improvement in asset quality as a
result of the shift in portfolio mix.

GM Holdings' senior secured revolving credit facility is rated
'BBB-', one notch above the subsidiary's IDR of 'BB+', to reflect
the substantial collateral coverage backing the facility,
including most of the company's hard assets in the U.S. According
to Fitch's notching criteria, 'BBB-' is the highest rating
possible for a security of an issuer with an IDR of 'BB+'. GM's
Series B preferred stock rating of 'BB-' is two notches below GM's
IDR of 'BB+', reflecting its relatively low priority position in a
distressed scenario.

Rating Sensitivities

The Positive Outlook suggests that Fitch could upgrade GM's
ratings within the next 24 months if current trends in the
company's operating profile continue as expected. Specifically,
Fitch will look for the company to increase its margin performance
on a sustained basis, particularly in the key North American
market. This will likely require the company to continue
increasing pricing and reducing operating costs while holding
market share steady. Fitch will also look for the company to
further stabilize the financial performance of its European
operations. A further improvement in the funded status of the
company's pension plans would also contribute to an upgrade.

Fitch notes that a future assignment of an investment-grade IDR to
GM and its subsidiaries will require further conviction on the
agency's part that the company's operating and financial profiles
are sufficiently robust to withstand the numerous secular and
cyclical pressures present within the global auto industry.
Fitch's ratings are based on an issuer's expected performance
through the economic cycle, so an assignment of investment-grade
ratings to GM would be based upon Fitch's expectation that the
company's liquidity profile, cost structure and free cash flow
generating potential are sufficient to sustain an investment-grade
credit profile even in a period of severe economic stress.

Although the Positive Outlook suggests a negative rating action is
not expected within the next 24 months, Fitch could consider a
negative action on an unexpected material decline in GM's
financial or operational performance. A significant downturn that
drives GM's total liquidity below $25 billion for an extended
period or a poor market reception to the company's new vehicles
could lead to a negative rating action. Likewise, a significant
increase in the company's long-term automotive debt, could also
lead to a negative rating action.

GMF's Positive Outlook is linked to that of its parent. However, a
negative rating action could be driven by a change in the
perceived relationship between the parent and subsidiary, such as
if Fitch believed that GMF had become less core to the parent's
strategic operations or adequate financial support was not
provided in a time of crisis. Additionally, the recognition of
consistent operating losses, a material increase in leverage,
and/or deterioration in the company's liquidity profile could also
yield negative rating action.

Positive rating momentum at GMF will be limited by Fitch's view of
GM's credit profile. Fitch cannot envision a scenario where the
captive would be rated higher than its parent.

Fitch has taken the following rating actions:

GM
-- Long-term IDR affirmed at 'BB+';
-- Preferred stock rating affirmed at 'BB-';
-- Outlook revised to Positive from Stable.

GM Holdings
-- Long-term IDR affirmed at 'BB+';
-- Secured revolving credit facility affirmed at 'BBB-';
-- Outlook revised to Positive from Stable.

GMF
-- Long-term IDR upgraded to 'BB+' from 'BB';
-- Short-term IDR assigned at 'B';
-- Senior unsecured rating upgraded to 'BB+' from 'BB';
-- Ratings removed from Rating Watch Positive;
-- Outlook Positive.

GMAC Bank GmbH
-- Long-term IDR upgraded to 'BB+' from 'BB-';
-- Senior unsecured upgraded to 'BB+' to 'BB-';
-- Short-term IDR affirmed at 'B';
-- Commercial paper affirmed at 'B';
-- Outlook Positive.

GMAC (UK) Plc
-- Short-term IDR affirmed at 'B';
-- Short-term debt affirmed at 'B'.


GENESEE & WYOMING: S&P Keeps BB- CCR & Alters Outlook to Positive
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on U.S.-
based Genesee & Wyoming Inc., including the 'BB-' corporate credit
rating.  At the same time, S&P revised the outlook to positive
from stable.

"The ratings on Genesee & Wyoming reflect the company's capital
intensity and acquisitive growth strategy," said credit analyst
Anita Ogbara.  Partially offsetting these weaknesses are the
company's sizeable market position--it operates the largest
network of individual short-line and regional railroads--end-
market, commodity, customer, and geographic diversity; and its
participation in the relatively stable North American freight
railroad industry.

Genesee & Wyoming operates about 15,100 miles of track through a
portfolio of 111 individual railroads in 37 states and three
Canadian provinces.  The company also operates in Australia, The
Netherlands, and Belgium.  Standard & Poor's characterizes the
company's business risk profile as "fair," its financial risk
profile as "aggressive," and its liquidity as "adequate."

S&P bases its current ratings on the expectation that the company
will continue to integrate RailAmerica Inc.'s portfolio of short-
line railroads (Genesee & Wyoming completed this acquisition in
December 2012) and generate cost savings from reduced overhead and
administrative expenses.  Based on the amortizing debt in the
capital structure, S&P also expects moderate debt reduction over
the next few years.  Over the next few quarters, S&P expects
Genesee & Wyoming's credit ratios to improve, resulting in funds
from operations (FFO) to total debt in the low-20% area, debt to
EBITDA of about 3.5x-4.0x, and debt to capital in the 50%-55%
range.

S&P expects overall railroad volumes (as measured by seven-day
carloads) to be up modestly, in the low-single-digit percent area
in 2013.  S&P believes increased intermodal, automotive, metals,
and petroleum-related traffic will partially offset volume
declines in agricultural products.  S&P also expects pricing
increases in the low-single-digit percent area.

Genesee & Wyoming's individual railroads are in most regions
across the U.S., and most railroads connect with at least one
Class 1 (large) railroad--typically, these short-lines are the
only rail transportation directly serving its customers.
Competition, which varies significantly by lane and commodity
type, is primarily from trucks and, to a lesser extent, barges.
Many short-line railroads were once branch lines of larger Class 1
railroads, which sold them following industry deregulation in
1980. This was because the Class 1 railroads determined that their
cost structures and the relatively light traffic on these short
lines made profitable operation unlikely.

Genesee & Wyoming's operations have a lower and more flexible cost
structure than Class 1 railroads because of the company's mostly
nonunion workforce.  However, Genesee & Wyoming has somewhat less
pricing power than its large Class 1 railroad counterparts, and
greater exposure to rapidly rising fuel prices due to longer lags
in fuel recovery mechanisms such as surcharges.

For the six months ended June 30, 2013, Genesee & Wyoming's
operating ratio (operating expenses, including depreciation as a
percentage of operating revenues) lagged those of its Class 1
peers, at 73.2%, better (that is, lower) than the 75.6% during the
comparable period in 2012.  As a result of cost reductions over
the next few quarters, S&P expects this ratio to decline (and thus
improve) slightly to around 72%, which is comparable to the Class
1 railroads.  S&P considers the company's current credit measures
acceptable for the ratings; however, it do expect further
improvement following integration of the acquisition.  Pro forma
for the acquisition, S&P expects full-year lease-adjusted FFO to
debt to be in the mid-20% range and debt to EBITDA to be in the
3.0x-3.5x area over the next 12-18 months.

The outlook is positive.  S&P expects Genesee & Wyoming's credit
metrics to continue to benefit from the successful integration of
RailAmerica's operations, as well as its amortizing debt.  S&P
bases its current ratings on the expectation that the company will
generate cost savings from reduced overhead and administrative
expenses.  Currently, reported credit metrics are understated due
to the timing of the RailAmerica acquisition.  Pro forma for the
acquisition, S&P expects full-year FFO to debt to be in the mid-
20% area over the next 12-18 months.

S&P could raise the ratings if earnings improvement results in FFO
to total debt in the upper-20% area on a sustained basis.

S&P could revise the outlook to stable if a significant debt-
financed acquisition or earnings deterioration results in FFO to
total debt falling into the low-20% range on a sustained basis.


GIGGLE N HUGS: Incurs $321K Net Loss in Second Quarter
------------------------------------------------------
Giggle N Hugs, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $321,373 on $662,484 of revenue for the
three months ended June 30, 2013, compared with a net loss of
$271,111 on $313,064 of revenue for the same period last year.

The Company reported a net loss of $596,023 on $1.0 million of
revenue for the six months ended June 30, 2013, compared with a
net loss of $1.6 million on $641,874 of revenue for the comparable
period of 2012.

"During the period ended June 30, 2012, we incurred employee
stock-based compensation expenses of $1,100,883 from the issuances
of employee incentive stock options."

The Company's balance sheet at June 30, 2013, showed $2.1 million
in total assets, $2.0 million in total liabilities, and
stockholders' equity of $111,037.

"The Company has recently sustained operating losses and has an
accumulated deficit of $3,867,056 at June 30, 2013.  In addition,
the Company has negative working capital of $593,706 at June 30,
2013.

"The Company has and will continue to use significant capital to
grow and acquire market share.   These factors raise substantial
doubt about the ability of the Company to continue as a going
concern."

A copy of the Form 10-Q is available at http://is.gd/2fmvDE

Los Angeles, Calif.-based Giggle N Hugs, Inc., is a family-
friendly restaurant with play areas for children 10 years and
younger.  The restaurant also features daily live entertainment
and shows.  Currently, Giggles owns and operates one restaurant in
the Westfield Mall in Century City, California and a second
restaurant in the Westfield Mall in Topanga, California.  In the
future, the Company plans to open a number of its Giggles N Hugs
themed restaurants in high end malls throughout the country,
including an upcoming location in Glendale, California.


GK ACQUISITIONS: Case Summary & 2 Unsecured Creditors
-----------------------------------------------------
Debtor: GK Acquisitions, Inc.
        c/o Roger P. Croteau, Esq.
        Registered Agent
        9120 West Post Road, Suite 100
        Las Vegas, NV 89148

Bankruptcy Case No.: 13-17478

Chapter 11 Petition Date: August 29, 2013

Court: United States Bankruptcy Court
       District of Nevada (Las Vegas)

Judge: Laurel E. Davis

Debtor's Counsel: Roger P. Croteau, Esq.
                  9120 West Post Road, Suite 100
                  Las Vegas, NV 89148
                  Tel: (702) 254-7775
                  Fax: (702) 228-7719
                  E-mail: croteaulaw@croteaulaw.com

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

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

A copy of the Company's list of its largest unsecured creditors,
filed together with the petition, is available for free at
http://bankrupt.com/misc/nvb13-17478.pdf

The petition was signed by Robert Lannon, president.


GRANDPARENTS.COM INC: Incurs $2.1-Mil. Net Loss in Second Quarter
-----------------------------------------------------------------
Grandparents.com, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $2.1 million on $134,154 of advertising
revenue for the three months ended June 30, 2013, compared with a
net loss of $1.8 million of $87,341 of advertising revenue for the
same period last year.

The Company reported a net loss of $4.9 million on $257,013 of
advertising revenue for the six months ended June 30, 2013,
compared with a net loss of $6.3 million on $154,135 of
advertising revenue for the comparable period of 2012.

The Company had had no transaction costs for the three months
ended June 30, 2013, or for the comparable period in 2012.
Likewise, the Company had no transaction costs for the six months
ended June 30, 2013.  The Company incurred $2,924,592 in
transaction costs for the six months ended June 30, 2012, due to
the issuance of warrants to the Company's investment banking
advisor in connection with the Asset Contribution Transaction with
Grandparents.com, LLC, now known as GP.com Holding Company, LLC.

The Company's balance sheet at June 30, 2013, showed $4.7 million
in total assets, $4.5 million in total liabilities, and
stockholders' equity of $202,441.

"As shown in the accompanying condensed consolidated financial
statements, the Company has incurred a net loss of approximately
$4.9 million and used approximately $1.6 million in cash for
operating activities during the six-month period ended June 30,
2013.  Without additional capital from existing or outside
investors or further financing, the Company's ability to continue
to implement its business plan may be limited. T hese conditions
raise substantial doubt about the Company's ability to continue as
a going concern."

A copy of the Form 10-Q is available at http://is.gd/mQOnlS

New York-based Grandparents.com, Inc., together with its
consolidated subsidiaries, is a family-oriented social media
company that through its website, www.grandparents.com, serves the
age 50+ demographic market.  The website offers activities,
discussion groups, expert advice and newsletters that enrich the
lives of grandparents by providing tools to foster connections
among grandparents, parents, and grandchildren.


GREAT CHINA INTERNATIONAL: Reports $43,000 Net Income in 2nd Qtr.
-----------------------------------------------------------------
Great China International Holdings, Inc., filed its quarterly
report on Form 10-Q, reporting net income of $42,694 on
$2.3 million of total revenues for the three months ended June 30,
2013, compared with a net loss of $664,492 on $1.9 million of
revenues for the same period last year.

For the six months ended June 30, 2013, the Company had a net
loss of $905,317 on $4.0 million of total revenues, compared with
a net loss of $1.3 million on $3.6 million of total revenues for
the same period of 2012.

The Company's balance sheet at June 30, 2013, showed $59.4 million
in total assets, $34.9 million in total current liabilities, and
stockholders' equity of $24.5 million.

"The Company has a working capital deficit of $21,463,914 and
$28,109,045 as of June 30, 2013, and Dec. 31, 2012, respectively.
As the Company has limited cash flow from operations, its ability
to maintain normal operations is dependent upon obtaining adequate
cash to finance its overhead, sales and marketing activities.
Additionally, in order for the Company to meet its financial
obligations, including salaries, debt service and operations, it
has maintained substantial short term bank loans that have
historically been renewed each year.  The Company's ability to
meet its cash requirements for the next twelve months largely
depends on the bank loans that involve interest expense
requirements that reduce the amount of cash we have for our
operations.  These factors raise substantial doubt about the
Company's ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/VPUHst

                About Great China International

Shenyang, P.R.C.-based Great China International Holdings, Inc.,
was incorporated in the State of Nevada on Dec. 4, 1987, under the
name of Quantus Capital, Inc.  The Company, through its various
indirect subsidiaries, has been engaged for more than 20 years in
commercial and residential real estate investment, development,
sales and/or management in the city of Shenyang, Liaoning
Province, in the People's Republic of China.

                          *     *     *

Kabani & Company, Inc., in Los Angeles, California, expressed
substantial doubt about Great China International's ability to
continue as a going concern, following its report on the Company's
consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has a
working capital deficit of $28.1 million and $27.6 million as of
Dec. 31, 2012, and 2011, respectively, and in addition, the
Company has negative cash flow for each of the two years in the
period ended Dec. 31, 2012, of $366,882 and $3.3 million
respectively.


GREENFIELD REDEVELOPMENT: S&P Downgrades TABs Rating to 'BB'
------------------------------------------------------------
Standard & Poor's Ratings Services has lowered its long-term
rating and underlying rating (SPUR) on Greenfield Redevelopment
Agency, Calif.'s tax allocation bonds to 'BB' from 'BB+'.  The
outlook is stable.

"The downgrade is due to the agency's further assessed value
declines and annual debt service coverage of less than 1.0x," said
Standard & Poor's credit analyst Michael Stock.

The ratings reflect S&P's opinion of:

   -- A large cumulative decline in total project area assessed
      value of about 48% since fiscal 2008; and

   -- The project area's fiscal 2013 maximum annual debt service
      (MADS) coverage of 0.88x.

Mitigants include S&P's view of the fact that the bonds have a
cash-funded debt service reserve.

The stable outlook reflects S&P's expectation that AV has
stabilized and that further bond redemptions will continue to
decrease debt service requirements.  If AV continues to decline at
a pace much quicker than bond redemptions can lower debt service
requirements, S&P could lower the rating.  If either the bond
buyback or increase in AV stabilizes MADS above 1x coverage, S&P
could raise the rating.


GREENHUNTER RESOURCES: Incurs $537K Net Loss in Second Quarter
--------------------------------------------------------------
GreenHunter Resources, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $537,128 on $8.9 million of revenues
for the three months ended June 30, 2013, compared with a net loss
of $700,838 on $4.2 million of revenues for the same period last
year.

The Company reported a net loss of $8.0 million on $17.5 million
of revenues for the six months ended June 30, 2013, compared with
a net loss of $1.4 million on $6.4 million of revenues for the
comparable period of 2012.

The Company's balance sheet at June 30, 2013, showed $47.8 million
in total assets, $28.7 million in total liabilities, and
stockholders' equity of $19.1 million.

"As of June 30, 2013, we had a working capital deficit of
$9.1 million which includes $2.5 million related to earlier
construction activities at our Mesquite Lake Biomass Plant that
are non-recourse to the parent company, GreenHunter Resources,
Inc.

"We have continued to experience losses from ongoing operations.
This raises substantial doubt about our ability to continue as a
going concern."

A copy of the Form 10-Q is available at http://is.gd/lq8kxh

Grapevine, Texas-based GreenHunter Resources, Inc. (NYSE MKT: GRH
and GRH.PRC) is a diversified water resource, waste management and
environmental services company specializing in the unconventional
oil and natural gas shale resource plays.


HAMPTON LAKE: Court Approves Extended Cash Collateral Budget
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of South Carolina
approved Hampton Lake, LLC extended final cash collateral budget
to include $277,746 the Debtor volunteered to pay Crimson
Portfolio, LLC and SABAL Financial Group, L.P., lender, pursuant
to the Court's order denying the lender's motion to compel the
Debtor to pay consideration for releases.

The Debtor will pay any additional funds subsequently ordered by
the Court.  Moreover, by not objecting to the Extended Budget,
Lender does not waive any rights to enforce any prior non-
compliance with the terms of the final cash collateral order.

A copy of the extended budget is available for free at
http://bankrupt.com/misc/HAMPTONLAKE_cashcollbudget_order.pdf

As reported in the Troubled Company Reporter on June 18, 2013,
the Court granted the Debtor permission to use cash collateral of
the lender solely for the purpose of funding the ordinary and
necessary costs of operating and maintaining its business limited
in kind and amount to the total expenses set forth in the budget.

As reported by the TCR on May 1, 2013, the Debtor sought approval
from the Court to use cash collateral on which Crimson -- through
its authorized agent SABAL -- asserts security interests and
liens.  Crimson asserts a $19.4 million claim, secured by a
perfected first priority mortgage on the Debtor's property.  The
Debtor said the use of cash collateral is necessary for the
continued operation of its business.  The Debtor needs to pay
operational expenses like payroll, utilities, and insurance.

As adequate protection for any diminution of the cash collateral,
the lender is granted a postpetition replacement lien and
security interest in the postpetition cash collateral to the
same extent and priority as its prepetition liens in and to the
cash collateral as well as replacement liens, up to the diminution
in value of any Lender collateral, on any and all other property
that may be acquired by the Debtor postpetition with such
replacement liens to have the same rank and priority as Lender's
prepetition liens.

                        About Hampton Lake

Hampton Lake, LLC, filed a Chapter 11 petition (Bankr. D. S.C.
Case No. 13-02482) in Charleston, South Carolina, on April 29,
2013.  G. William McCarthy, Jr., Esq. and Daniel J. Reynolds, Jr.,
Esq., at McCarthy Law Firm, LLC, serve as counsel to the Debtor.

The Debtor operates the Hampton Lake Subdivision in Bluffton,
South Carolina.  The Debtor disclosed $23.4 million in total
assets and $48.4 million in liabilities in its schedules.

The Debtor has a Chapter 11 plan that contemplates selling the
remaining 235 lots over the next three years to generate cash
covering payments to creditors under the plan.  The plan calls for
paying about 88.5 percent of the first-lien debt by selling out
the project in the next three years.  The noteholders are slated
for an 8.75 percent recovery.

The Court will convene a hearing on Sept. 17, 2013, to consider
confirmation of the Plan.  The Court approved the Disclosure
Statement on June 24, 2013.

The Office Committee of Unsecured Creditors is represented by J.
Ronald Jones, Jr., Esq., at Clawson And Staubes, LLC, as counsel.


HAYDEL PROPERTIES: Confirms First Amended Plan of Reorganization
----------------------------------------------------------------
Haydel Properties LP won confirmation of its First Amended Plan of
Reorganization.  The Debtor related that objections filed by
BancorpSouth Bank, BancorpSouth Mortgage Center; The Peoples Bank
of Biloxi, Mississippi; and Hancock Bankall were resolved by
agreement and the parties voted to accept the Plan.

As reported in the Troubled Company Reporter on July 3, 2013, the
Court approved the First Amended Disclosure Statement dated
Feb. 21, 2013, explaining the Debtor's Plan.  The Court also
approved the changes by agreement with the objecting parties,
People's Bank and BancorpSouth Bank.

A copy of changes to the confirmed Plan is available for free at
http://bankrupt.com/misc/HAYDELPROPERTIES-ds-order.pdf

As reported by the TCR on April 24, 2013, BancorpSouth Bank and
The Peoples Bank, in Biloxi, Mississippi, objected to the approval
of the first amended disclosure statement for Haydel's proposed
Chapter 11 Plan.

As reported by the TCR on April 4, the Plan was conceived by
management as an alternative to the more drastic measures
available for restructuring the Company's debt, such as total
liquidation of equipment and properties.  The Debtor will continue
to operate the rental business and market numerous parcels of real
property.  A part of the Debtor's plan is the intent to sell a
number of parcels of real property owned by the Debtor.  The
Debtor has entered into a listing agreement with Jonathan Bell of
Cameron Bell Properties and Coldwell Banker Aphonso Realty to
lease or sell multiple parcels of real property.

The Debtor has said there are sufficient funds to make the
repairs on the downtown Gulfport building and repairs to a parcel
on Eisenhower Drive.  The Debtor believes that the Plan is
feasible.  If there be unexpected expenses and there be a
shortfall in income, the equity security holders will make capital
contributions to cover any shortfall.

A copy of the Amended Disclosure Statement is available for free
at http://bankrupt.com/misc/HAYDEL_PROPERTIES_ds_1amended.pdf

                    About Haydel Properties LP

Haydel Properties LP, based in Biloxi, Mississippi, filed for
Chapter 11 bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on
Jan. 11, 2012.  Judge Katharine M. Samson presides over the case.
Christy Pickering serves as accountant.  The Debtor disclosed
$11.7 million in assets and $6.8 million in liabilities as of the
Chapter 11 filing.

Patrick A. Sheehan, Esq.; and Robert Gambrell, Esq., at Gambrell &
Associates, PLLC represent the Debtor in its restructuring effort.


HOWREY LLP: Firms Unite to Fight Unfinished Business Suits
----------------------------------------------------------
Sara Randazzo, writing for The Am Law Daily, reported that two-
and-a-half years after Howrey's March 2011 dissolution scattered
the firm's partnership across the legal universe, some of those
former colleagues have reunited to fight what they view as a
common foe?the defunct firm's Chapter 11 bankruptcy trustee, Allan
Diamond.

According to the report, last week, six firms?including Pillsbury
Winthrop Shaw Pittman; Ropes & Gray; and Shearman & Sterling?filed
a joint defense motion in response to suits Diamond filed against
each of them earlier this year in U.S. bankruptcy court in San
Francisco. In the suits, Diamond seeks the return of money from
client matters that Howrey partners took with them to their new
professional homes in the months prior to their former firm's
collapse. Based on the hotly contested legal precedent established
through the 1984 California case known as Jewel v. Boxer, the
suits claim the Howrey estate has an ownership right over work
started before the firm dissolved.

For the most part, the firms where former Howrey partners landed
disagree, the report related.

"Clients are not property," says Nancy Newman, a partner at Hanson
Bridgett in San Francisco who represents Chicago's Neal, Gerber &
Eisenberg, one of the firms that has signed on to the joint
defense, the report added.  "We agree with all the other counsel;
it's not appropriate to apply this doctrine in this context."

In a 75-page memo filed on Aug. 26 supporting the group's motion
to dismiss the suits, the firms, a group that also includes
Kasowitz Benson Torres & Friedman and Kilpatrick Townsend &
Stockton, argue that because nearly all of the ex-Howrey partners
at the six firms in question left before the defunct firm voted to
dissolve, "the unfinished business doctrine does not apply here,"
the report further related. The firms also say that California's
Jewel shouldn't apply because Howrey was formed as a partnership
under District of Columbia law. The motion argues that "the
District of Columbia imposes affirmative obligations on lawyers to
place the needs of their clients first . . . even at the expense
of the firm's profits" and that if enforced, the unfinished
business rule could encourage partners in future law firm
dissolutions "to abandon unfinished client work knowing that no
new law firm would accept a matter only to have to disgorge all
profits earned as a result of the new firm's work."

                         About Howrey LLP

Three creditors filed an involuntary Chapter 7 petition (Bankr.
N.D. Cal. Case No. 11-31376) on April 11, 2011, against the
remnants of the Washington-based law firm Howrey LLP.  The filing
was in San Francisco, where the firm had an office.  The firm
previously was known as Howrey & Simon and Howrey Simon Arnold &
White LLP.  The firm at one time had more than 700 lawyers in 17
offices.  The partners voted to dissolve in March 2011.

The firm specialized in antitrust and intellectual-property
matters.  The three creditors filing the involuntary petition
together have $36,600 in claims, according to their petition.

The involuntary chapter 7 petition was converted to a chapter 11
case in June 2011 at the request of the firm.  In its schedules
filed in July, the Debtor disclosed assets of $138.7 million and
liabilities of $107.0 million.

Representing Citibank, the firm's largest creditor, is Kelley
Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton &
Garrison.  Representing Howrey is H. Jason Gold, Esq., a partner
at Wiley Rein.

The Official Committee of Unsecured Creditors is represented in
the case by Bradford F. Englander, Esq., at Whiteford, Taylor And
Preston LLP.

In September 2011, Citibank sought conversion of the Debtor's case
to Chapter 7 or, in the alternative, appointment of a Chapter 11
Trustee.  The Court entered an order appointing a Chapter 11
Trustee. In October 2011, Allan B. Diamond was named as Trustee.


INDUSTRIAL SERVICES: Incurs $1.2-Mil. Net Loss in Second Quarter
----------------------------------------------------------------
Industrial Services of America, Inc., filed its quarterly report
on Form 10-Q, reporting a net loss of $1.2 million on
$40.1 million of total revenue for the three months ended June 30,
2013, compared with a net loss of $1.2 million on $49.9 million of
total revenue for the same period last year.

For the six months ended June 30, 2013, the Company had a net
loss of $1.4 million on $74.9 million of total revenue, compared
with a net loss of $1.2 million on $111.5 million of total revenue
for the same period of 2012.

The Company's balance sheet at June 30, 2013, showed $61.2 million
in total assets, $31.2 million in total current liabilities, and
stockholders' equity of $30.0 million.

As of June 30, 2013, the Company is not in compliance with all
loan covenants in its senior debt credit agreement and its senior
lender has the right to accelerate the Company's obligations at
any time.

"We do not have sufficient cash resources to pay the amount that
would become payable in the event of an acceleration of the senior
indebtedness, and even if we are able to obtain additional
financing, we may not be able to obtain an amount sufficient to
repay the senior indebtedness in full.  Our recurring losses from
operations and current obligations raise substantial doubt about
our ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/AKwRul

Louisville, Ky.-based Industrial Services of America, Inc.
(NASDAQ: IDSA) is a publicly traded company whose core business is
buying, processing and marketing scrap metals and recyclable
materials for domestic users and export markets.  Additionally,
ISA offers commercial, industrial and business customers a variety
of programs and equipment to manage waste.  More information about
ISA is available at http://www.isa-inc.com/


INSPIREMD INC: Presenting at Rodman Conference on Sept. 10
----------------------------------------------------------
Alan Milinazzo, president and chief executive officer of
InspireMD, will present at the 15th Annual Rodman & Renshaw Global
Investment Conference at the Millennium Broadway Hotel in New York
City, September 10th.  The Company will present at 2:50 pm ET in
Room 7.03, 7th Floor.

Investors unable to attend the Rodman conference may listen in to
the webcast, which can be found on the Investors section of the
Company's Web site at www.inspire-md.com/site_en/for-investors/.
The webcast will be available for 90 days following the
presentation.

On Thursday, September 12th, Mr. Milinazzo will present at the
Stifel Annual Healthcare Conference at the Four Seasons Hotel in
Boston, Massachusetts.  The Company will present at 3:50 pm ET in
the Winthrop room.

Investors attending the conferences who wish to meet with
InspireMD management for one-on-one meetings are encouraged to
contact their Rodman and Stifel representatives directly or
InspireMD Investor Relations at InspireMD@kcsa.com.

A copy of the materials presented at both conferences will be
available on the InspireMD investor relations website at
www.InspireMD.com.

                          About InspireMD

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

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

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

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

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


INTERFAITH MEDICAL: Public Advocate Opposes Hospital Closure Plan
-----------------------------------------------------------------
Bill de Blasio, individually and in his capacity as the public
advocate for the City of New York, objects to Interfaith Medical
Center, Inc.'s move to close its hospital and certain affiliated
outpatient clinics and practices.

Mr. de Blasio, represented by Edward E. Neiger, Esq. --
eneiger@askllp.com -- at ASK LLP, in New York, states, "such
closures, if they were to occur, will be disastrous to the
community, as access to health care in Brooklyn will be severely
compromised, many jobs will be lost, and the lives of many New
Yorkers will be put directly at risk."

Mr. de Blasio asks the U.S. Bankruptcy Court for the Eastern
District of New York to deny the Debtor's plan.  Mr. Neiger
further argues that the Debtor has a responsibility to protect the
public interest while in Chapter 11, and cannot use the Bankruptcy
Code to evade those responsibilities by attempting to effectuate
closure of a critical medical facility like IMC under the auspices
of general Bankruptcy Code statutes.

Moreover, Mr. de Blasio seeks permission from the Court to file a
New York Supreme Court action against the New York State
Department of Health, The Dormitory Authority of the State of New
York, and the heads of each of those state agencies to, among
other things, enjoin DASNY from cutting off funding to IMC and
terminating the Debtor's right to use its cash collateral.

                 About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankr. E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.  Liabilities include $117.9 million owing to
the New York State Dormitory Authority on bonds secured by the
assets.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.

Eric M. Huebscher, the patient care ombudsman, tapped the law firm
of DiConza Traurig LLP, as his counsel.


INTERFAITH MEDICAL: Seeks Extension of Exclusive Periods
--------------------------------------------------------
Interfaith Medical Center, Inc., asks the U.S. Bankruptcy Court
for the Eastern District of New York to extend its exclusive
period to file a plan through and including Nov. 11, 2013, and
exclusive period to solicit acceptances of that plan through and
including Jan. 13, 2014.

According to Alan J. Lipkin, Esq., at Willkie Farr & Gallagher
LLP, in New York, the Debtor is seeking an extension of the
exclusive periods to ensure that estate assets are not dissipated
by numerous creditors pursuing their own restructuring scenarios
and that resolution of the Chapter 11 case is not unduly delayed.
Mr. Lipkin says the Debtor expects to file a plan well within the
requested extension.

A hearing on the extension request will be on Sept. 11, 2013 at
10:00 a.m. (Eastern Time).  Objections are due Sept. 3.

The Debtor is also represented by Shaunna D. Jones, Esq., and
Richard J. Kurdziel, Esq., at WILLKIE FARR & GALLAGHER LLP, in
New York.

                 About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankr. E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.  Liabilities include $117.9 million owing to
the New York State Dormitory Authority on bonds secured by the
assets.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.

Eric M. Huebscher, the patient care ombudsman, tapped the law firm
of DiConza Traurig LLP, as his counsel.


INTERFAITH MEDICAL: IM Foundation Wants Exclusivity Terminated
--------------------------------------------------------------
IM Foundation, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of New York to terminate the exclusive periods of
Interfaith Medical Centers, Inc., to allow it to file an
alternative plan for the Debtor.

According to Charles E. Simpson, Esq. -- csimpson@windelsmarx.com
-- at Windels Marx Lane & Mittendorf, LLP, in New York, IM
Foundation has retained the noted healthcare workout and
restructuring firm of Alvarez & Marsal Healthcare Industry Group,
LLC, to analyze IMC's operations and finances, and has
substantially completed analysis and a draft plan which provides,
which:

   (i) retains behavioral health and crisis services, while
       coordinating ambulatory with an ambulatory care partner;

  (ii) develops a leasing model for healthcare services such as a
       skilled nursing facility, physical rehabilitation,
       long-term acute care, healthcare education and other
       education;

(iii) supports community primary care access; and

  (iv) transitions ambulatory care operations to a federally
       qualified health center which will assume grants, contracts
       and continue clinical and AIDS housing programs.

IMF is ready, willing and able to file the Foundation
Reorganization Plan with a Disclosure Statement and engage in the
disclosure statement approval/plan confirmation process, Mr.
Simpson tells the Court.  If IMF is permitted to file and obtain
acceptance of the Foundation Reorganization Plan, the Plan will
create a facility which will provide vital healthcare to an
underserved community and continued employment and support for the
many people and businesses that depend on it for their health and
livelihood, Mr. Simpson adds.

                        Debtor Responds

The Debtor states: "The Foundation's Motion seeks unjustified
relief terminating IMC's exclusive periods based on
mischaracterization and omission of key facts.  By distorting the
nature of IMC's Closure Motion, which actually contemplates a
transformation rather than closure of IMC, the Foundation argues
IMC no longer seeks to preserve the maximum possible amount of
healthcare services for IMC's community.  In fact, IMC is seeking
to do exactly that by working cooperatively with the New York
State Department of Health and the Dormitory Authority of the
State of New York so that many of IMC's operations, including
clinics and IMC's urgent care center, will survive in IMC's
community, IMC's other operations might continue in the community,
and IMC's main facility will be repurposed to provide healthcare
services for IMC's community.  The Foundation's plan, even if
feasible, would do no more as the Foundation also would close
IMC's ER and terminate outpatient care."

The Debtor is represented by Alan J. Lipkin, Esq., Shaunna D.
Jones, Esq., and Richard J. Kurdziel, Esq., at WILLKIE FARR &
GALLAGHER LLP, in New York.

                 About Interfaith Medical Center

Headquartered in Brooklyn, New York, Interfaith Medical Center,
Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford-
Stuyvesant and an ambulatory care network of eight clinics in
central Brooklyn, in Crown Heights and Bedford-Stuyvesant.

The Company filed for Chapter 11 protection (Bankr. E.D. N.Y.
Case No. 12-48226) on Dec. 2, 2012.  The Debtor disclosed
$111,872,972 in assets and $193,540,998 in liabilities as of the
Chapter 11 filing.  Liabilities include $117.9 million owing to
the New York State Dormitory Authority on bonds secured by the
assets.

Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as
bankruptcy counsel to the Debtor.  Nixon Peabody LLP is the
special corporate and healthcare counsel.  CohnReznick LLP serves
as financial advisor.  Donlin, Recano & Company, Inc. serves as
administrative agent.

The Official Committee of Unsecured Creditors tapped Alston & Bird
LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New
York, LLC as its financial advisor.

Eric M. Huebscher, the patient care ombudsman, tapped the law firm
of DiConza Traurig LLP, as his counsel.


JERRY'S NUGGET: U.S. Bank Balks at Plan Witness and Exhibit List
----------------------------------------------------------------
Jerry's Nugget, Inc., and Spartan Gaming LLC, submitted to the
U.S. Bankruptcy Court for the District of Nevada their amended
liquidation analysis replacing the liquidation analysis previously
filed in relation to the Disclosure Statement for the Second
Amended Joint Plan of Reorganization.  A copy of the supplement is
available for free at:

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

As reported in the Troubled Company Reporter on July 23, 2013, the
Debtors' Plan generally provides for the repayment of claims
against the Debtors: (i) Allowed Secured Claims will be paid in
full with interest; (ii) Allowed Priority Claims will be paid in
full with interests; (iii) Allowed Administrative Convenience
Claims will be paid in full; and (iv) Allowed General Unsecured
Claims will be paid their Pro Rata portion of $2,500,000, which
will be funded by Debtors' ongoing operations and the $400,000 or
greater contribution from the Stamis Trusts.  Existing Equity
Securities in JNI and Spartan Gaming will be canceled and 100% of
the Reorganized Debtors' stock and membership issued to the Stamis
Trusts.

A copy of the Disclosure Statement is available for free at
http://bankrupt.com/misc/JERRYS_NUGGET_ds.pdf

Secured creditor U.S. Bank National Association objected to the
Debtors' first amended witness and exhibit list for the
confirmation hearing on the Debtors' Second Amended Joint Plan.
U.S. Bank reserves the right to supplement, modify or withdraw any
of the objections made. A copy objection is available for free at
http://bankrupt.com/misc/JERRYS_NUGGET_ds_obj.pdf

Lenard Schwartzer, Esq. -- lschwartzer@s-mlaw.com -- at Schwartzer
& McPherson Law Firm; and Annette W. Jarvis, Esq. --
jarvis.annette@dorsey.com -- at Dorsey & Whitney LLP represent
U.S. Bank National Association.

            About Jerry's Nugget and Spartan Gaming

Jerry's Nugget Inc., operates Jerry's Nugget, a casino consisting
of approximately 87,187 square feet of building area and 24,511
square fee of casino floor space with approximately 630 slot and
video poker machines and 9 table games.  Jerry's Nugget also
contains a sports book, a keno area and a small live pit.

Jerry's Nugget Inc. and affiliate Spartan Gaming LLC sought
Chapter 11 protection (Bankr. D. Nev. Lead Case No. 12-19387) in
Las Vegas, Vegas, on Aug. 13, 2012.  Jerry's Nugget, owned by the
Stamis family, has a 9.1-acre casino property in North Las Vegas.
The property consists of 87,187 square feet of building area and
24,511 square feet of casino floor space, with 630 slot and video
poker machines and 9 table games.  Jerry's Nugget also contains a
sports book, a keno area, and a small live pit.  There are two
restaurants the Uncle Angelo's Pizza Joint and Jerry's Famous
Coffee shop as well as Uncle Angelo's Bakery, a locals' favorite.
Net revenues totaled $22.5 million, including $15.3 million in
gaming revenue, in the year ended Dec. 31, 2011.  Spartan Gaming
owns 12 parcels of real property in Nevada.  Two of the parcels
provide parking access for Jerry's Nugget.

Judge Mike K. Nakagawa presides over the case. Gerald M. Gordon,
Esq., at Gordon Silver represent the Debtors.  Jerry's Nugget
estimated assets and debts of $10 million to $50 million.  Jerry's
Nugget said its current going concern value is at least
$8 million.  Spartan Gaming estimated $1 million to $10 million in
assets and debts.  The petitions were signed by Jeremy Stamis,
president.

In its schedules, Jerry's Nugget disclosed $12,378,944 in assets
and $10,771,442 in liabilities as of the Petition Date.

The Debtors' Plan generally provides for the repayment of claims
against the Debtors as: (i) Allowed Secured Claims will be paid in
full with interest; (ii) Allowed Priority Claims will be paid in
full with interests; (iii) Allowed Administrative Convenience
Claims will be paid in full; and (iv) Allowed General Unsecured
Claims will be paid their pro rata portion of $2,500,000, which
will be funded by Debtors' ongoing operations and the $400,000 or
greater contribution from the Stamis Trusts.  Existing Equity
Securities in JNI and Spartan Gaming will be canceled and 100
percent of the Reorganized Debtors' stock and membership issued to
the Stamis Trusts.

The Bankruptcy Court approved on June 28, 2013, the amended
disclosure statement describing the Debtors' Joint Plan.  The
hearing to confirm the Plan was scheduled for Aug. 26, 2013, at
9:30 a.m.

The law firm of Dorsey & Whitney represents US Bank; Morris Law
Group and H3 Law represent CRE; The Schwartz Law Firm represent
The George Stamis Family Trust, George Stamis and Effie Stamis.


JEMD REALTY: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: JEMD Realty, LLC
        1412 E. Pembroke Avenue
        Hampton, VA 23663

Bankruptcy Case No.: 13-51392

Chapter 11 Petition Date: August 29, 2013

Court: United States Bankruptcy Court
       Eastern District of Virginia (Newport News)

Judge: Stephen C. St. John

Debtor's Counsel: Karen M. Crowley, Esq.
                  CROWLEY, LIBERATORE, RYAN & BROGAN, P.C.
                  Town Point Center, Suite 300
                  150 Boush Street
                  Norfolk, VA 23510
                  Tel: (757) 333-4500
                  Fax: (757) 333-4501
                  E-mail: kcrowley@clrbfirm.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/vaeb13-51392.pdf

The petition was signed by John Wilson, manager.


LABOR SMART: Incurs $762K Net Loss in Second Quarter
----------------------------------------------------
Labor Smart, Inc., filed its quarterly report on Form 10-Q,
reporting a net loss of $761,593 on $4.0 million of revenues for
the three months ended June 30, 2013, compared with a net loss of
$8,252 on $1.7 million of revenues for the same period last year.

For the six months ended June 30, 2013, the Company had a net loss
of $1.4 million on $6.5 million of revenues, compared with net
income of $26,516 on $2.9 million of revenues for the same period
of 2012.

The Company's balance sheet at June 30, 2013, showed $2.3 million
in total assets, $2.8 million in total liabilities, and a
stockholders' deficit of $509,695.

"The Company requires capital for its contemplated operational and
marketing activities.  The Company's ability to raise additional
capital through the future issuances of common stock is unknown.
Accordingly, the Company has an accumulated deficit of $1,881,533
at June 30, 2013.  The obtainment of additional financing and
increasingly profitable operations are necessary for the Company
to continue operations.  The ability to successfully resolve these
factors raise substantial doubt about the Company's ability to
continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/sEAlV7

Hiram, Ga.-based Labor Smart, Inc., was incorporated in the State
of Nevada on May 31, 2011.  The Company is a provider of temporary
employees to the construction, manufacturing, hospitality,
restoration and retail industries.  At June 30, 2013, the Company
was operating 14 branches located in 9 states.


LADY BIRD: Case Summary & 4 Unsecured Creditors
-----------------------------------------------
Debtor: Lady Bird Entourage Liberty L.L.C.
        645 Front Street #1910
        San Diego, CA 92101

Bankruptcy Case No.: 13-08585

Chapter 11 Petition Date: August 28, 2013

Court: U.S. Bankruptcy Court
       Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtor's Counsel: Kenneth C. Noorigian, Esq.
                  1357 Seventh Avenue, # B
                  San Diego, CA 92101
                  Tel: (619) 446-7021
                  E-mail: kcnlaw@noorigian.com

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

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

A copy of the Company's list of its largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/casb13-08585.pdf

The petition was signed by Shazad Bernejian, member.


LADY BUG: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Lady Bug Corporation
          aka The Lady Bug Corporation
        115 West Court Square
        McMinnville, TN 37110-2504

Bankruptcy Case No.: 13-14295

Chapter 11 Petition Date: August 29, 2013

Court: United States Bankruptcy Court
       Eastern District of Tennessee (Winchester)

Judge: Shelley D. Rucker

Debtor's Counsel: Robert S. Peters, Esq.
                  SWAFFORD, PETERS, PRIEST & HALL
                  120 North Jefferson Street
                  Winchester, TN 37398
                  Tel: (931) 967-3888
                  Fax: (931) 967-2172
                  E-mail: rspeters@spphlaw.com

Scheduled Assets: $1,603,800

Scheduled Liabilities: $582,933

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

The petition was signed by Suzanne Hillis, president.


LBI MEDIA: S&P Lowers Corporate Credit Rating to 'SD'
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Burbank, Calif.-based LBI Media Holdings Inc. to 'SD'
from 'CCC'.

"The rating action follows the company's announcement that it has
initiated an exchange transaction for about $11 million
outstanding of its 11% senior discount notes," said Standard &
Poor's credit analyst Minesh Patel.

Under S&P's criteria, it considers debt exchanges of highly
leveraged issuers as tantamount to a default.

The exchange transaction is not a significant deleveraging event.
S&P will reassess the corporate credit rating on further review of
the exchange documents and business trends.  It is S&P's
preliminary expectation that it would not raise the corporate
credit rating higher than the 'CCC' category following the
exchange based on the company's excessively high debt leverage and
discretionary cash flow deficits.


LIGHTSQUARED INC: Shouldn't Run Bankruptcy Auction, Lenders Say
---------------------------------------------------------------
Tiffany Kary, writing for Bloomberg News, reported that Philip
Falcone's LightSquared Inc. shouldn't be allowed to run its own
bankruptcy auction, a group of lenders said, citing depleted cash,
a changing industry and a controlling shareholder who wants to
block the sale.

According to the report, the lenders, a trustee or an independent
committee should conduct the planned asset auction, the lenders
said in a filing on Aug. 29 in U.S. Bankruptcy Court in Manhattan.
Since the Chapter 11 case began, LightSquared's cash has dwindled
by $125 million to about $61 million, Steve Zelin of financial
adviser Blackstone Group LP said in support of the lenders.

"I have significant concern as to the LP Debtors' ability to run a
fair and competitive auction," Zelin said, the report related.

A lawsuit filed by Falcone's investment company, Harbinger Capital
Partners LLC, against Charlie Ergen and his Dish Network Corp.
shows Falcone wants to keep control of LightSquared, Zelin said,
the report further related.  A Dish unit has offered $2.22 billion
in cash for LightSquared's assets. Lenders have said that the
offer, valued at as much as $3.5 billion including assumption of
contracts, should be the auction's leading bid.

Industry dynamics also have changed, leaving LightSquared with
fewer strategic options than it had at the outset of its case,
Zelin said, the report added.  He cited purchases of spectrum by
AT&T Inc., Sprint Corp. and T-Mobile US Inc.

                      About LightSquared Inc.

LightSquared Inc. and 19 of its affiliates filed Chapter 11
bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on
May 14, 2012, to resolve regulatory issues that have prevented it
from building its coast-to-coast integrated satellite 4G wireless
network.

LightSquared had invested more than $4 billion to deploy an
integrated satellite-terrestrial network.  In February 2012,
however, the U.S. Federal Communications Commission told
LightSquared the agency would revoke a license to build out the
network as it would interfere with global positioning systems used
by the military and various industries.  In March 2012, the
Company's partner, Sprint, canceled a master services agreement.
LightSquared's lenders deemed the termination of the Sprint
agreement would trigger cross-defaults under LightSquared's
prepetition credit agreements.

LightSquared and its prepetition lenders attempted to negotiate a
global restructuring that would provide LightSquared with
liquidity and runway necessary to resolve its issues with the FCC.
Despite working diligently and in good faith, however,
LightSquared and the lenders were not able to consummate a global
restructuring on terms acceptable to all interested parties.

Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to
the Debtors.  Alvarez & Marsal North America, LLC, is the
financial advisor.  Kurtzman Carson Consultants LLC serves as
claims and notice agent.


LON MORRIS: Sues Former Leader for Mismanagement
------------------------------------------------
Katy Stech, writing for DBR Small Cap, reported that a year after
Lon Morris College in Texas closed its doors, college officials
have filed a lawsuit against former President Miles McCall,
accusing him of failing to collect tuition payments, misspending
donated money and borrowing money for a costly expansion that led
to the collapse of the 159-year-old liberal arts school.

                     About Lon Morris College

Lon Morris College was founded in 1854 as a not-for-profit
religiously affiliated two-year degree granting institution.  Over
the past 158 years, the College has impacted the lives of
countless members of the local Jacksonville community in Texas.

Lon Morris College filed a Chapter 11 petition (Bankr. E.D. Tex.
Case No. 12-60557) in Tyler, on July 2, 2012, after lacking enough
endowments to pay teachers, vendors and creditors.  In May 2012,
the Debtor missed two payrolls and vendor payables, utilities, and
long term debt were also past due.  From a headcount of 1,070 in
2010, enrolments have been down to 547 in 2012.  The president of
the College has resigned, as have members of the board of
trustees.

Judge Bill Parker oversees the case.  Bridgepoint Consulting LLC's
Dawn Ragan took over management of the College as chief
restructuring officer.  Attorneys at Webb and Associates, and
McKool Smith P.C., serve as counsel to the Debtor.  Capstone
Partners serves as financial advisor.

According to its books, on April 30, 2012, the College had roughly
$35 million in assets, including $11 million in endowments and
restricted funds, and $18 million in funded debt and $2 million in
trade and other liabilities.  The Debtor disclosed $29,957,488 in
assets and $15,999,058 in liabilities as of the Chapter 11 filing.

Amegy Bank is represented in the case by James Matthew Vaughn,
Esq., at Porter Hedges LLP.

The college has a Chapter 11 plan on file to be funded by a sale
of the properties.  The bankruptcy judge entered an order
confirming the Plan in February 2013 and simultaneously approved
the sale of the assets to several buyers for a combined $2.2
million.


LONGVIEW POWER: Power Plant Operator Files for Bankruptcy
---------------------------------------------------------
Longview Power LLC along with affiliates, including Mepco
Holdings, LLC and its affiliates, commenced Chapter 11 proceedings
(Bankr. D. Del. Lead Case No. 13-12211) on Aug. 30.

Both Longview and Mepco intend to operate their businesses as they
continue to negotiate a chapter 11 plan with their lenders to de-
risk their balance sheet.

Longview Power, majority-owned by First Reserve Corp, a private
investment firm, listed liabilities and assets of more than $1
billion, a court filing showed.

When able to operate at full capacity, Longview's 700 megawatt
supercritical coal fired power generation facility is one of the
most efficient coal-fired power plants in the country and has one
of the lowest air emissions profiles of any such power plant.
Construction failures and defects have prevented the power plant
from operating reliably at its designed capacity.  Longview's
Mepco affiliate and its predecessors have engaged in coal mining
and processing operations in and around West Virginia for more
than 50 years.  Currently, Mepco owns or operates three active
underground coal mines and one active surface mine located in
northern West Virginia and southwestern Pennsylvania.

"After careful consideration of available alternatives, the
Company determined that filing for Chapter 11 was a necessary and
prudent step that allows us to strengthen and operate our
businesses without interruption while continuing to restructure
the Company's balance sheet," said Jeffery Keffer, CEO of Longview
Power.  "The Company has been in consensual negotiations with our
senior lenders toward a Chapter 11 plan to maximize value; those
negotiations remain ongoing.  We remain confident that the Company
and our lenders will reach an agreement on the terms of a Chapter
11 plan in the near term."

"I want to make clear that we will continue to conduct business as
usual and our operations and employees will not be affected by the
Chapter 11 filing," Jim Laurita, Jr., CEO of Mepco added.  "We
will continue to provide our customers with the level of service
they have come to expect from this great company and its
employees.  This is the best option the Company has to negotiate
its balance sheet with the Company's lenders."

The Company has filed customary, so-called "first day" motions to
ensure the Company obtains the benefits of the Chapter 11 filing
and continues to operate its business in the ordinary course and
without interruption.  The Company expects that these motions will
be heard by the Court immediately after Labor Day and will
continue to operate in the ordinary course in the meantime.
Employees should expect that all payroll and benefits will
continue as they have without interruption.

The Company has engaged Lazard as its investment banker and
Alvarez & Marsal North America, LLC as its restructuring advisor.
The Company is represented by Kirkland & Ellis LLP, as primary
restructuring counsel, and Dentons US LLP for all issues related
to Longview's pending arbitration proceedings.

               First Reserve's $1-Bil. Investment

Patrick Fitzgerald and Emily Glazer, writing for The Wall Street
Journal, reports that First Reserve Corp., a $23 billion energy-
focused private equity firm based in Greenwich, Conn., pumped
about $1 billion in equity into the $2 billion project, according
to court filings. Longview Power owes lenders, led by Citigroup,
about $1.2 billion, including $557 million of debt that matures in
February 2014.

WSJ reports the bankruptcy filing was prompted by the interest
payment due to lenders on Friday.  Failure to pay would have
caused a default under the company's credit pact, said Jeffery
Keffer, chief executive of Longview Power, in court papers.

WSJ notes legal and financial advisers had been working on an out-
of-court restructuring with lenders for months, but it was a slow
path because creditors were diverse and widely held, including
power holders and European banks, a person familiar with the
matter said.  There was also a lot of trading during the attempted
restructuring because creditors didn't want to take writedowns,
this person said.

The report also notes Judge Brendan Linehan Shannon, who has been
assigned the case, has scheduled a hearing on the companies'
first-day requests for Sept. 3.

Reuters reports that Longview, a U.S. power plant operator, aims
to restructure its debts to gain financial and operational
flexibility.

                      About Longview Power

Longview Power LLC is a special purpose entity created to
construct, own, and operate a 695 MW supercritical pulverized
coal-fired power plant located in Maidsville, West Virginia, just
south of the Pennsylvania border and approximately 70 miles south
of Pittsburgh.  The project is owned 92% by First Reserve
Corporation (First Reserve or sponsor), a private equity firm
specializing in energy industry investments, through its affiliate
GenPower Holdings (Delaware), L.P., and 8% by minority interests.

The company has engaged Lazard Ltd as its investment banker and
Alvarez & Marsal North America LLC as its restructuring advisor.
Longview is represented by Kirkland & Ellis LLP, as primary
restructuring counsel, and Dentons US LLP for all issues related
to company's pending arbitration proceedings.


LONGVIEW POWER: Case Summary & 50 Largest Unsecured Creditors
-------------------------------------------------------------
Entities that separately filed Chapter 11 petitions:

   Debtor                                  Case Number
   ------                                  -----------
Longview Power, LLC                          13-12211
  966 Crafts Run Road
  Maidsville, WV 26541
Alternate Energy, LLC                        13-12212
Border Energy, LLC                           13-12213
Coresco, LLC                                 13-12214
Dana Mining Company of Pennsylvania, LLC     13-12215
Dana Mining Company, LLC                     13-12216
Longview Intermediate Holdings C, LLC        13-12217
Mepco Conveyor, LLC                          13-12218
Mepco Holdings, LLC                          13-12219
Mepco Intermediate Holdings A, LLC           13-12220
Mepco Intermediate Holdings, LLC             13-12221
Mepco, LLC                                   13-12222
Shannopin Materials LLC                      13-12223

Chapter 11 Petition Date: August 30, 2013

Court: U.S. Bankruptcy Court
       District of Delaware

Judge: Hon. Brendan Linehan Shannon

Debtors' Counsel: Richard M. Cieri, Esq.
                  Paul M. Basta, P.C., Esq.
                  Ray C. Schrock, P.C., Esq.
                  KIRKLAND & ELLIS LLP
                  601 Lexington Avenue
                  New York, NY 10022-4611
                  Tel: (212) 446-4800
                  Fax: (212) 446-4900

                       - and -

                  Ryan Preston Dahl, Esq.
                  KIRKLAND & ELLIS LLP
                  300 North LaSalle
                  Chicago, IL 60654
                  Tel: (312) 862-2000
                  Fax: (312) 862-2200
                  E-mail: ryan.dahl@kirkland.com

                       - and -

                  Daniel J. DeFranceschi, Esq.
                  Paul N. Heath, Esq.
                  Zachary I. Shapiro, Esq.
                  Amanda R. Steele, Esq.
                  Marisa A. Terranova, Esq.
                  RICHARDS, LAYTON & FINGER, P.A.
                  920 North King Street, P.O. Box 551
                  Wilmington, DE 19801
                  Tel: 302-651-7700
                  Fax: 302-651-7701
                  E-mail: shapiro@rlf.com
                          steele@rlf.com
                          terranova@rlf.com

Debtors' Special
Counsel:          David A. Pisciotta, Esq.
                  Scott E. Koerner, Esq.
                  David Farrington Yates, Esq.
                  Phillip R. White, Esq.
                  David W. Kiefer, Esq.
                  DENTONS US LLP
                  1221 Avenues of the Americas
                  New York, NY 10020-1089
                  Tel: 212-768-6700
                  Fax: 212-768-6800
                  E-mail: david.pisciotta@dentons.com
                          farrington.yates@dentons.com
                          phil.white@dentons.com
                          david.kiefer@dentons.com

Debtors'
Investment
Bankers:          LAZARD FRERES & COMPANY LLC

Debtors'
Restructuring
Advisors:         ALVAREZ & MARSAL NORTH AMERICA, LLC

Debtors'
Accountants:      ERNST & YOUNG

Debtors'
Claims Agent:     DONLIN, RECANO & CO., INC.
                  419 Park Avenue South, Ste. 1206
                  New York, NY 10016
                  Tel: 212-481-1411

Estimated Assets: More than $1 billion

Estimated Debts: More than $1 billion

The petitions were signed by Jeffery L. Keffer, the Company's
Chief Executive Officer, President, Treasurer and Secretary.

Consolidated List of Creditors Holding the 50 Largest Unsecured
Claims:

   Entity                     Nature of Claim   Amount of Claim
   ------                     ---------------   ---------------
CONSOL ENERGY SALES COMPANY   Trade Debt            $791,285.94
1000 CONSOL ENERGY DRIVE
CANONSBURG, PA 15317-6506
Tel: 724-485-4000
Fax: 724-485-4295

GMS MINE REPAIR &             Trade Debt            $334,526.82
MAINTENANCE
PO BOX 2446
MT LAKE PARK MD 21550
ATTN: COURTLAND HELBIG
Tel: 301-334-8186
Fax: 301-334-8698
Email: cjhelbig@gmsminerepair.com

SHERIFF OF MONONGALIA         Taxes                 $310,774.03
COUNTY TAX OFFICE
243 HIGH STREET
MORGANTOWN, WV 26505-5492
Tel: 304-291-7244
Fax: 304-291-7245
Email: taxoffice@monsheriff.com

BRICKSTREET MUTUAL            Workers'              $274,643.00
INSURANCE CO.                 Compensation
PO BOX 11285
CHARLESTON, WV 25339-1285
Tel: 866-452-7425
Fax: 877-293-5513

FORQUER CONTRACTING LLC       Trade Debt            $142,900.00
Email: donforquer@aol.com

AIRGAS SPECIALTY              Trade Debt            $139,128.00
PRODUCTS INCORPORATED
Email: info@airgasspecialtyproducts.com

STRATA SAFETY PRODUCTS LLC    Trade Debt            $128,000.00
Email: info@strataproducts.com

GEC INC                       Trade Debt            $120,567.50
Email: GECMelisa@aol.com

APPALACHIAN TIRE PRODUCTS     Trade Debt            $107,819.11
Email: droby@apptire.com

JAMES A REDDING COMPANY       Trade Debt            $105,711.50
Email: salesinfo@jamesaredding.com

JOY MINING MACHINERY          Trade Debt             $89,996.02
Email: craig.fancher@joyglobal.com

PIONEER CONVEYOR LLC          Trade Debt             $79,056.00
Email: info@pioneerconveyor.com

MON POWER                     Trade Debt             $70,839.74
Email: MP_Interconnection@firstenergycorp.com

HEINTZMANN CORP.              Trade Debt             $63,624.00

IPFS CORPORATION              Trade Debt             $58,100.44

DOMINION HOPE                 Trade Debt             $46,000.00
Email: roben.r.randolph@dom.com

T L MARGROFF ENTERPRISES LLC  Trade Debt             $42,232.50
Email: tlmargroff@gmail.com

IRVIN CONSTRUCTION            Trade Debt             $98,023.00
SERVICES INC
Email: micheal@icsiworks.com

FIDELITY SECURITY LIFE        Insurance              $39,723.64
C/O KEY BENEFIT ADMIN. INC.
Email: info@fslins.com

CINTAS CORPORATION 531        Trade Debt             $38,741.99
Email: nationalserviceteam@cintas.com

KESSEL LUMBER SUPPLY INC.     Trade Debt             $37,237.19

GSB PROCESS DIVISION OF       Trade Debt             $34,626.68
GSB INCORPORATED
Email: Sales@GSBProcess.com

ACTION ENVIRONMENTAL LLC      Trade Debt             $32,938.94
Email: svickers@action-resources.com

TIP TOP INDUSTRIAL            Trade Debt             $32,410.00
SERVICE INC.
Email: treese@rematiptop.com

METSO MINERALS                Trade Debt             $32,200.00

DIAMOND TECHNICAL SERVICES    Trade Debt             $31,307.80
Email: contactdts@diamondtechnicalservices.com

COGAR MANUFACTURING INC.      Trade Debt             $31,261.66
F/K/A COGAR MINE
SUPPLY INC.
Email: lcogar@cogarmineproducts.com

MICON-VENTILATION SEALS       Trade Debt             $30,000.00
Email: info@miconmining.com

HARSCO INFRASTRUCTURE         Trade Debt             $29,293.11
AMERICAS
Email: info@harsco-i.us

JL PRETZEL CONTRACTING LLC    Trade Debt             $26,132.78

GEORGE R SMALLEY COMPANY      Trade Debt             $25,312.40
Email: info@grsmalley.com

FLOMIN COAL INC.              Trade Debt             $25,229.34
Email: info@flomin.com

DIGGER?S CONSTRUCTION LLC     Trade Debt             $25,200.00
Email: tomdigging@aol.com

INVISTA S.A.R.L.              Trade Debt             $23,007.60
Email: nancy.d.roberts@invista.com

AMERIKOHL MINING              Trade Debt             $22,061.05
Email: info@amerikohl.com

CONFLOW INC                   Trade Debt             $21,252.30
Email: tyler@conflowusa.com

ROCK DRILLERS NORTH INC.      Trade Debt             $20,422.00

MISSISSIPPI LIME COMPANY      Trade Debt             $20,000.00
Email: sales@mississippilime.com

VERSITECH                     Trade Debt             $19,790.64
Email: info@versitech.com

APPLIED INDUSTRIAL            Trade Debt             $19,435.07
TECHNOLOGIES
Email: SC0262@applied.com

LEAK DETECTION                Trade Debt             $19,100.00
SERVICES INCORPORATED
Email: contact@leakdetect.com

RANDSTAD ENGINEERING          Trade Debt             $17,600.00
Email: re-jobs@randstadusa.com

KELLY SURVEYING PLLC          Trade Debt             $16,295.00

PROENERGY SERVICES            Trade Debt             $15,575.00
Email: jstevens@proenergyservices.com

JABO SUPPLY CORP.             Trade Debt             $15,370.00
Email: sales@jabosupply.com

CATERPILLAR GLOBAL            Trade Debt             $15,074.40
MINING AMERICA LLC

THRASHER GROUP INC.           Trade Debt             $15,000.00
Email: wthrasher@thrashereng.com

KVAERNER NORTH                Pending              Unliquidated
AMERICAN CONSTRUCTION INC.    Arbitration
Email: bernard.fedak@kvaerner.com

SIEMENS POWER GENERATION      Pending              Unliquidated
                              Arbitration
Email: stephen.j.anderson@siemens.com

FOSTER WHEELER                Pending              Unliquidated
NORTH AMERICA CORP.           Arbitration


MEDIACOM LLC: Fitch Affirms, Withdraws Rating for Business Reasons
------------------------------------------------------------------
Fitch Ratings has affirmed and simultaneously withdrawn all of its
ratings on Mediacom LLC (LLC) and Mediacom Broadband LLC
(Broadband) and their respective subsidiaries as follows:

Mediacom LLC
-- IDR at 'B+';
-- Senior unsecured at 'B/RR5'.

Mediacom Illinois LLC
Mediacom Arizona LLC
Mediacom Indiana LLC
Mediacom California LLC
Mediacom Minnesota LLC
Mediacom Delaware LLC
Mediacom Wisconsin LLC
Mediacom Southeast LLC
Mediacom Iowa LLC
Zylstra Communications Corporation
-- IDR at 'B+';
-- Senior secured at 'BB+/RR1'.

Mediacom Broadband LLC
-- IDR at 'B+';
-- Senior unsecured 'B/RR5'.

MCC Georgia, LLC
MCC Illinois, LLC
MCC Iowa, LLC
MCC Missouri, LLC
-- IDR at 'B+';
-- Senior secured at 'BB+/RR1'.

The Rating Outlook was previously Stable.

Fitch has withdrawn the aforementioned ratings for business
reasons. The ratings are no longer relevant to the agency's
coverage.


METRO FUEL: Sept. 12 Hearing on Exclusivity, Case Conversion Bids
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
continued until Sept. 12, 2013, at 4 p.m., the status conferences
on requests for:

   1. extension of Metro Fuel Oil Corp., et al.'s exclusivity
      to file and solicit acceptances for the chapter 11 plan;

   2. the Official Committee of Unsecured Creditors' standing
      motion/motion to extend challenge period;

   3. New York Commercial Bank's motion for conversion and stay
      relief to enforce rights against property of the Debtors
      and collect indebtedness owed by the Debtors.

As reported in the Troubled Company Reporter on June 26, 2013,
NYCB has filed an amended motion, seeking conversion of the
Debtors' chapter 11 cases to cases under chapter 7.

NYCB said that after a long, expensive and disappointing sale
process, which yielded far less than what the Debtors projected at
the outset of these cases, and which cost millions of dollars, the
Debtors' estates have been left administratively insolvent, with
no viable method of exit other than conversion to chapter 7.

                          About Metro Fuel

Metro Fuel Oil Corp., is a family-owned energy company, founded in
1942, that supplies and delivers bioheat, biodiesel, heating oil,
central air conditioning units, ultra low sulfur diesel fuel,
natural gas and gasoline throughout the New York City metropolitan
area and Long Island.  Owned by the Pullo family, Metro has 55
delivery trucks and a 10 million-gallon fuel terminal in Brooklyn.

Financial problems resulted in part from cost overruns in building
an almost-complete biodiesel plant with capacity of producing 110
million gallons a year.

Based in Brooklyn, New York, Metro Fuel Oil Corp., fka Newtown
Realty Associates, Inc., and several of its affiliates filed for
Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Lead Case No.
12-46913) on Sept. 27, 2012.  Judge Elizabeth S. Stong presides
over the case.  Nicole Greenblatt, Esq., at Kirkland & Ellis LLP,
represents the Debtor.  The Debtor selected Epiq Bankruptcy
Solutions LLC as notice and claims agent.  Th Debtor tapped Carl
Marks Advisory Group LLC as financial advisor and investment
banker, Curtis, Mallet-Prevost, Colt & Mosle LLP as co-counsel, AP
Services, LLC as crisis managers for the Debtors, and appoint
David Johnston as their chief restructuring officer.

The petition showed assets of $65.1 million and debt totaling
$79.3 million.  Liabilities include $58.8 million in secured debt,
with $48.3 million owing to banks and $10.5 million on secured
industrial development bonds.  Metro Terminals Corp., affiliate of
Metro Fuel Oil Corp., disclosed $38,613,483 in assets and
$71,374,410 in liabilities as of the Chapter 11 filing.

The U.S. Trustee appointed seven-member creditors committee.
Kelley Drye & Warren LLP represents the Committee.  The Committee
tapped FTI Consulting, Inc. as its financial advisor.

On Feb. 15, 2013, the Bankruptcy Court entered an order approving
the sale of substantially all of the assets of the Debtors to
United Refining Energy Corp., for base purchase price of
$27,000,000, subject to adjustments.


MERGE HEALTHCARE: Weak Demands Prompts Moody's to Lower CFR to B3
-----------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of Merge
Healthcare Incorporated. The Corporate Family and Senior Secured
ratings were downgraded to B3 from B2 and the Probability of
Default rating was downgraded to B3-PD from B2-PD. Moody's
affirmed the SGL-3 Speculative Grade Liquidity rating. The ratings
outlook remains stable.

Ratings Rationale:

"We expect weak demand for Merge's medical imaging products and
services until late 2014, when phase 2 of the federal electronic
health record (EHR) reimbursements should become available to
their customers, potentially driving higher demand," noted Edmond
DeForest, Moody's Senior Analyst.

The downgrade to B3 CFR reflects expectations for continuing weak
demand and therefore flat revenues, resulting in lower profits.
With less than $10 million of free cash flow per year, largely the
benefit of a debt refinancing completed earlier this year, debt to
EBITDA (after Moody's standard adjustments) could approach 7 times
over the near term. However, Moody's believes Merge maintains
leading positions in the market for medical imaging software
products and services. The recent disappointing financial
performance was driven by delayed purchasing by its customers, as
opposed to a loss of market share to competitors, so sales growth
should resume when the demand environment improves. Liquidity is
adequate from expected free cash flow from recurring software
maintenance and subscription revenue, cash that is expected to
grow from the $16 million as of June 30, 2013 and the $20 million
revolving credit facility.

The stable ratings outlook reflects Moody's expectation for
improving sales, profitability and cash flow through higher
software license and subscription sales in 2014 once phase 2 EHR
payments are available to Merge's customers. Evidence of lost
market share or delays or reductions in the federal funds
available in the next phase EHR implementation would be a credit
negative development. A downgrade could occur if Moody's comes to
expect diminished liquidity, any reduction in free cash flow, if
Merge's medical imaging market share declines or there are delays
in the availability of next phase of EHR reimbursements, or if
Moody's does not anticipate new license and subscription sales
will occur, causing Moody's to have lower revenue growth
expectations. A ratings upgrade could occur if Moody's comes to
expect greater than currently anticipated growth in revenue,
profits and free cash flow, while Merge maintains at least
adequate liquidity, resulting in debt to EBITDA maintained below 5
times and free cash flow of at least $25 million per year.

Downgrades:

  Corporate Family Rating, Downgraded to B3 from B2

  Probability of Default Rating, Downgraded to B3-PD from B2-PD

  Senior Secured Revolving Credit Facility due Apr 23, 2018,
  Downgraded to B3 (LGD3, 44%) from B2 (LGD3, 47%)

  Senior Secured 1st Lien Term Loan due Apr 23, 2019, Downgraded
  to B3 (LGD3, 44%) from B2 (LGD3, 47%)

Affirmations:

  Speculative Grade Liquidity Rating, Affirmed SGL-3

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

Merge is a hardware-neutral provider of electronic health record
and interoperability software used by hospitals for the management
and sharing of patient therapeutic images. Merge also sells
clinical trial software and operates and franchises consumer
health station kiosks. Merrick Ventures and affiliates currently
own about 31% of Merge's common stock, with the remainder owned
publicly. Merrick expects 2013 revenues of about $225 million.


MFM DELAWARE: Sept. 27 Set as Claims Bar Date
---------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware established
Sept. 27, 2013, as the deadline for any individual or entity to
file proofs of claim against MFM Delaware, Inc., et al.

Cat litter maker MFM Delaware, Inc., and affiliate MFM Industries,
Inc., sought Chapter 11 protection (Bankr. D. Del. Case No.
13-11359 and 13-11360) on May 28, 2013.

Founded in 1964 as a clay-based absorbents supplier, MFM is
supplier of cat litter in the U.S.  The Company produces 100,000
tons of cat litter a year, representing 1 percent of the total
market.  Its private label market share is 20 percent.  The
company's cat litter products are comprised of a blend of fuller's
earth clay, sodium bentonite and scenting properties.   Clay is
supplied from a leased clay mine in Ocala, Florida, and is
transported five miles away to the company's manufacturing plant
in Reddick, Florida.  Direct Capital Partners, LLC, acquired a
majority stake in the Company in 1997.

Frederick B. Rosner, Esq. at Rossner Law Group LLC serves as the
Debtors' bankruptcy counsel, and Pharus Securities, LLC, serves as
investment banker.

The Official Committee of Unsecured Creditors is represented by
Michael J. Barrie, Esq. at Benesch, Friedlander, Coiplan & Aronoff
LLP as its counsel; and Gavin/Solmonese LLC as its financial
advisor.


MFM DELAWARE: Wants Until Dec. 24 to Decide on Unexpired Leases
---------------------------------------------------------------
MFM Delaware, Inc., et al., ask the U.S. Bankruptcy Court for the
District of Delaware to extend until Dec. 24, 2013, the deadline
for which they can assume or reject unexpired leases on non-
residential real property.

As of the Petition Date, Industries was a lessee party to two
unexpired leases of nonresidential real property: (1) a lease of
office space with Paddock Park Office Investors, LLC; and (2) a
land lease and mineral mining agreement with Palmer Resources,
LLC.

Absent the extension, the Debtors' period to assume or reject
unexpired leases will expire on Sept. 25, 2013.

                       About MFM Industries

Cat litter maker MFM Delaware, Inc., and affiliate MFM Industries,
Inc., sought Chapter 11 protection (Bankr. D. Del. Case No.
13-11359 and 13-11360) on May 28, 2013.

Founded in 1964 as a clay-based absorbents supplier, MFM is
supplier of cat litter in the U.S.  The Company produces 100,000
tons of cat litter a year, representing 1 percent of the total
market.  Its private label market share is 20 percent.  The
company's cat litter products are comprised of a blend of fuller's
earth clay, sodium bentonite and scenting properties.   Clay is
supplied from a leased clay mine in Ocala, Florida, and is
transported five miles away to the company's manufacturing plant
in Reddick, Florida.  Direct Capital Partners, LLC, acquired a
majority stake in the Company in 1997.

Frederick B. Rosner, Esq. at Rossner Law Group LLC serves as the
Debtors' bankruptcy counsel, and Pharus Securities, LLC, serves as
investment banker.

The Official Committee of Unsecured Creditors is represented by
Michael J. Barrie, Esq. at Benesch, Friedlander, Coiplan & Aronoff
LLP as its counsel; and Gavin/Solmonese LLC as its financial
advisor.


MFM DELAWARE: Wants Until Jan. 23 to File Chapter 11 Plan
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on Sept. 10, 2013, to consider MFM Delaware,
Inc., et al.'s request for extension in their exclusive periods to
file a Chapter 11 Plan until Jan. 23, 2014, and solicit
acceptances for that Plan until March 24.

Absent the extension the Debtors' exclusivity periods will expire
on Sept. 25, and Nov. 24, respectively.

The Debtors explained that they needed additional time to
negotiate and prepare a plan and disclosure statement with
adequate information.  The Debtors are conducting a process for
the sale of substantially all of their assets.  Although the
Debtors have made substantial progress, the sale process is not
yet complete.

                       About MFM Industries

Cat litter maker MFM Delaware, Inc., and affiliate MFM Industries,
Inc., sought Chapter 11 protection (Bankr. D. Del. Case No.
13-11359 and 13-11360) on May 28, 2013.

Founded in 1964 as a clay-based absorbents supplier, MFM is
supplier of cat litter in the U.S.  The Company produces 100,000
tons of cat litter a year, representing 1 percent of the total
market.  Its private label market share is 20 percent.  The
company's cat litter products are comprised of a blend of fuller's
earth clay, sodium bentonite and scenting properties.   Clay is
supplied from a leased clay mine in Ocala, Florida, and is
transported five miles away to the company's manufacturing plant
in Reddick, Florida.  Direct Capital Partners, LLC, acquired a
majority stake in the Company in 1997.

Frederick B. Rosner, Esq. at Rossner Law Group LLC serves as the
Debtors' bankruptcy counsel, and Pharus Securities, LLC, serves as
investment banker.

The Official Committee of Unsecured Creditors is represented by
Michael J. Barrie, Esq. at Benesch, Friedlander, Coiplan & Aronoff
LLP as its counsel; and Gavin/Solmonese LLC as its financial
advisor.


MICHAEL VICK: To Emerge from Bankruptcy
---------------------------------------
Tim McGlone, writing for The Virginian-Pilot, reported that
Michael Vick has accomplished much since his release from prison
four years ago.

According to the report, he is now ready to scratch another goal
off his list: He will soon emerge from bankruptcy, having made
arrangements to pay back the last of nearly $20 million in debts
to dozens of creditors.

It is an unusual accomplishment in bankruptcy circles to fully
repay debts in a Chapter 11 case, according to legal experts, and
Vick's case was anything but usual, the report said.

The Newport News native and starting Philadelphia Eagles
quarterback spoke to The Pilot last week in a phone interview from
training camp.  He said he is looking forward to putting an end to
the last chapter of a period of his life that he remains contrite
about.

"It was a problem life dealt me," he said of having to file for
bankruptcy before heading off to prison for his federal
dogfighting conviction, the report added.

                       About Michael Vick

Michael Dwayne Vick, born June 26, 1980 in Newport News, Virginia,
is a suspended National Football League quarterback under contract
with the Atlanta Falcons team.  In 2007, a U.S. federal district
court convicted him and several co-defendants of criminal
conspiracy resulting from felonious dog fighting and sentenced him
to serve a 23 months in prison.  He is being held in the United
States Penitentiary at Leavenworth, Kansas.

Mr. Vick filed his chapter 11 petition on July 7, 2008 (Bankr.
E.D. Va. Case No. 08-50775).  Dennis T. Lewandowski, Esq., and
Paul K. Campsen, Esq., at Kaufman & Canoles, P.C., represent the
Debtor in his restructuring efforts.  Mr. Vick listed assets of
$10 million to $50 million and debts of $10 million to
$50 million.


MINERALRITE CORP: Incurs $552K Net Loss in Second Quarter
---------------------------------------------------------
MineralRite Corporation filed its quarterly report on Form 10-Q,
reporting a net loss of $552,234 on $194,519 of total revenues for
the three months ended June 30, 2013, compared with a net loss of
$82,339 on $99,537 of total revenues for the same period last
year.

The Company reported a net loss of $766,422 on $280,375 of total
revenues for the six months ended June 30, 2013, compared with a
net loss of $253,138 on $210,184 of total revenues for the
corresponding period of 2012.

The Company's balance sheet at June 30, 2013, showed $4.06 million
in total assets, $1.23 million in total liabilities, and
stockholders' equity of $2.83 million.

"The Company has incurred substantial losses from operations and
has a working capital deficit, which history and circumstance
raise substantial doubt as to the Company's ability to continue as
a going concern."

A copy of the Form 10-Q is available at http://is.gd/OTcYPG

Lindon, Utah-based MineralRite Corporation's new business focus is
to enter the business of mineral processing, certification,
equipment manufacturing and sales.

On March 1, 2013, the Company acquired 100% of the total shares
outstanding of Goldfield International, Inc., in exchange for
issuing 2,000,000 shares of its common stock.  The acquisition was
based the fair value of the shares issued amounting to $900,000.
Goldfield is in the business of manufacturing gold mining
equipment.


MOBIVITY HOLDINGS: Clarifies it is Not a "Shell Company"
--------------------------------------------------------
Mobivity Holdings Corp. has amended its quarterly report for the
period ended June 30, 2013, to correct a statement made on the
cover page of the Quarterly Report filed with the U.S. Securities
and Exchange Commission on Aug. 14, 2013.  The Original Form 10-Q
stated on the cover page that the Company "is a shell company (as
defined in Rule 12b-2 of the Exchange Act)."  The purpose of the
amendment was to correctly state that the Company is not "a shell
company".  A copy of the amended Form 10-Q is available at:

                      http://is.gd/HO00mz

                     About Mobivity Holdings

Mobivity Holdings Corp. was incorporated as Ares Ventures
Corporation in Nevada in 2008.  On Nov. 2, 2010, the Company
acquired CommerceTel, Inc., which was wholly-owned by CommerceTel
Canada Corporation, in a reverse merger.  Pursuant to the Merger,
all of the issued and outstanding shares of CommerceTel, Inc.,
common stock were converted, at an exchange ratio of 0.7268-for-1,
into an aggregate of 10,000,000 shares of the Company's common
stock, and CommerceTel, Inc., became a wholly owned subsidiary of
the Company.  In connection with the Merger, the Company changed
its corporate name to CommerceTel Corporation on Oct. 5, 2010.
In connection with the Company's acquisition of assets from
Mobivity, LLC, the Company changed its corporate name to Mobivity
Holdings Corp. and its operating company to Mobivity, Inc, on
Aug. 23, 2012.

Mobivity Holdings disclosed a net loss of $7.33 million in 2012,
as compared with a net loss of $16.31 million in 2011.  The
Company's balance sheet at March 31, 2013, showed $3.25 million in
total assets, $10.25 million in total liabilities, all current,
and a $6.99 million total stockholders' deficit.

M&K CPAS, PLLC, in Houston, Texas, issued a "going concern"
qualification on the consolidated financial statements for the
year ended Dec. 31, 2012, citing recurring operating losses and
negative cash flows from operations and dependence on additional
financing to fund operations which raise substantial doubt about
the Company's ability to continue as a going concern.

                         Bankruptcy Warning

"[A]ll of our assets are currently subject to a first priority
lien in favor of the holders of our outstanding convertible notes
payable in the current aggregate principal amount of $4,521,378.
The notes are due on October 15, 2013, if we are unable to repay
or refinance our obligations under those notes by October 15,
2013, the holders of the notes will have the right to foreclose on
their security interests and seize our assets.  To avoid such an
event, we may be forced to seek bankruptcy protection, however a
bankruptcy filing would, in all likelihood, materially adversely
affect our ability to continue our current level of operations.
In the event we are not able to refinance or repay the notes, but
negotiate for a further extension of the maturity date of the
notes, we may be required to pay significant extension fees in
cash or shares of our equity securities or otherwise make other
forms of concessions that may adversely impact the interests of
our common stockholders," the Company has warned in its annual
report for the year ended Dec. 31, 2012.


MORGAN'S FOODS: Borrows $8.9 Million From Huntington National
-------------------------------------------------------------
Morgan's Foods, Inc., entered into a loan agreement, comprising
two loan facilities, with The Huntington National Bank, a national
banking association.  The Loan Agreement contains two new loan
facilities that, in addition to funding the remodel reserve, pay
off the Company's outstanding loan balance of $6,104,351, which
carried an interest rate of 9.0 percent, with its current lender,
Fortress Credit Corp., and a prepayment penalty of 1.0 percent of
the balance.

The Loan Agreement contains two facilities consisting of a term
loan and a time loan in the total amount of $8,930,000.

The Term Note consists of $7,930,000 three year term loan with an
interest rate which has been fixed at the rate of 5.44 percent
through the use of a derivative interest rate swap also entered
into with Huntington.  Principal and interest on the Term Note are
payable in substantially equal monthly payments based on an eight
year amortization with a balloon payment of the then remaining
principal balance due and payable at the end of the three year
term.

The Time Note consists of $1,000,000 having an 18 month term, no
scheduled principal payments and a floating interest rate at 30
day LIBOR plus 4.25 percent.  Principal payments on the Time Note
are expected to be made with the proceeds of the sales by the
Company of excess real estate of closed restaurants.  The balance,
if any, at the end of the 18 month term will become due and
payable.

The Loan Agreement requires the maintenance of a cash reserve for
remodel requirements of $2.5 million, reducing to $1.0 million
after 18 months.  It also require the Company to maintain a fixed
charge coverage ratio of at least 1.15:1.00 through May 30, 2015,
and thereafter at least 1.20:1.00 and cash adjusted leverage of
5.25 or less.

The Loan Agreement also requires the Company to enter into
customary security agreements and subsidiary guarantees, including
mortgages on various of the Company's real estate interests.

As previously disclosed the Company entered into a credit
agreement with Fortress on Dec. 9, 2011, which involved a term
loan in the amount of $8,250,000.  That loan had a balance of
$6,104,351 at Aug. 22, 2013, which together with accrued interest
and a prepayment penalty of 1.0 percent, was paid in full with the
proceeds of the Huntington Loan Agreement.  Accordingly, the
Fortress loan documents, cash control agreements and other related
agreements have been terminated.

                        About Morgan's Foods

Cleveland, Ohio-based Morgan's Foods, Inc., which was formed in
1925, operates KFC restaurants under franchises from KFC
Corporation, Taco Bell restaurants under franchises from Taco Bell
Corporation, Pizza Hut Express restaurants under licenses from
Pizza Hut Corporation and an A&W restaurant under a license from
A&W Restaurants, Inc.

Morgan's Foods incurred a net loss of $138,000 on $86.86 million
of revenues for the year ended March 3, 2013, as compared with a
net loss of $1.68 million on $82.23 million of revenues for the
year ended Feb. 26, 2012.

As of May 26, 2013, the Company had $52.56 million in total
assets, $51.57 million in total liabilities and $992,000 in total
shareholders' equity.


MPG OFFICE: BPO Extends Tender Offer Until September 9
------------------------------------------------------
Brookfield Office Properties Inc. said that DTLA Fund Holding Co.
and Brookfield DTLA Fund Properties Holding Inc., both direct
wholly owned subsidiaries of the DTLA Fund, are extending their
previously announced cash tender offer to purchase all outstanding
shares of preferred stock of MPG Office Trust, Inc., until 12:00
midnight, New York City time, at the end of Monday, Sept. 9, 2013.

BPO previously announced its intention to acquire MPG pursuant to
a merger agreement, dated as of April 24, 2013, by and among
Brookfield DTLA Holdings LLC, a newly formed fund controlled by
BPO (the DTLA Fund), Brookfield DTLA Fund Office Trust Investor
Inc., Brookfield DTLA Fund Office Trust Inc., Brookfield DTLA Fund
Properties LLC, MPG and MPG Office, L.P.  Upon the closing of the
tender offer, preferred stockholders of MPG will receive $25.00 in
cash for each share of MPG preferred stock validly tendered and
not validly withdrawn in the offer, without interest and less any
required withholding taxes.  Shares of MPG preferred stock that
are tendered and accepted for payment in the tender offer will not
receive any accrued and unpaid dividends on those shares.

The tender offer had been previously set to expire at 12:00
midnight, New York City time, at the end of Friday, Aug. 30, 2013.
Except for the extension of the expiration date, all other terms
and conditions of the tender offer remain unchanged.

The Depositary and Paying Agent for the tender offer is American
Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn,
New York 11219.  The Information Agent for the tender offer is
MacKenzie Partners, Inc., 105 Madison Avenue, New York, New York,
10016.  The tender offer materials may be obtained at no charge by
directing a request by mail to MacKenzie Partners, Inc., or by
calling (800) 322-2885.  Fried, Frank, Harris, Shriver & Jacobson
LLP is acting as legal advisor to BPO.

Based on information received from the Depositary, as of Aug. 29,
2013, approximately 83,424 shares of MPG preferred stock had been
tendered and not withdrawn from the offer.  Stockholders who have
already tendered their shares do not have to re-tender their
shares or take any other action as a result of the extension of
the expiration date.

                       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.  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.

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."


MUD KING: National Oilwell Wants Chapter 11 Case Dismissed
----------------------------------------------------------
National Oilwell Varco, L.P., asks the Bankruptcy Court to dismiss
the Chapter 11 case of Mud King Products, Inc., or, in the
alternative appoint a Chapter 11 trustee.

According to National Oilwell, among other things:

   1. The Debtor got caught stealing and committing textbook
      corporate espionage against the Company. Because of this, at
      least one Mud King director, Nigel Brassington, is under
      federal criminal grand jury investigation.  With no legal
      or justifiable explanation for its actions, the Debtor's
      strategy was not to deny, but to delay and obfuscate.

   2. the failed to meet its burden to offer evidence of good
      faith; and

   3. the Debtor's solvent, asset-rich, nearly debt-free,
      healthy business.

In a separate filing, National Oilwell requested for relief from
the automatic stay to proceed with a state court action pending
action in the District Court against Debtors and employee
defendants -- Nigel Brassington, Freddy Rubiano, Sean Cougot,
Martin Rodriguez, and former Mud King employee Gary Clayton.

The Court will consider the request at a Sept. 18, 2013, hearing
at 9 a.m.

According to National Oilwell, Messrs. Brassington and Handoyo
violated their Directors' duties of loyalty and care by amending
Mud King's bylaws.  Messrs. Brassington and Handoyo violated
their duty of care when they authorized Mud King to incur
indemnification obligations to the employee defendants on the eve
of the Company's bankruptcy.

                      About Mud King Products

Mud King Products, Inc., filed a Chapter 11 petition (Bank. S.D.
Tex. Case No. 13-32101) on April 5, 2013.  The petition was signed
by Erich Mundinger as vice president.  The Debtor disclosed
$18,959,158 in assets and $3,351,216 in liabilities as of the
Chapter 11 filing.  Annie E Catmull, Esq., Melissa Anne Haselden,
Esq., Mazelle Sara Krasoff, Esq., and Edward L Rothberg, Esq., at
Hoover Slovacek, LLP, represent the Debtor in its restructuring
effort. Judge Karen K. Brown presides over the case.

The U.S. Trustee was unable to appoint an official committee of
unsecured creditor.


NATIONAL CONTRACTORS: A.M. Best Lowers FSR to 'B(Fair)'
-------------------------------------------------------
A.M. Best Co. has downgraded the financial strength rating to B
(Fair) from B+ (Good) and issuer credit rating to "bb" from "bbb-"
of National Contractors Insurance Company, Inc., A RRG (NCIC)
(Bigfork, MT).  The outlook for both ratings has been revised to
negative from stable.

The rating actions reflect NCIC's significant decline in
policyholders' surplus and risk-adjusted capitalization over the
first half of 2013.  The decline is attributed to a single claim,
which fell outside of NCIC's reinsurance coverage.  While the
company has maintained its underwriting discipline and management
expects to recover much of the capital through litigation, NCIC's
current surplus level leaves it in a vulnerable capital position.

Other negative rating factors include NCIC's concentration risk,
particularly in California, and its dependence on reinsurance.
Partially offsetting these negative rating factors are NCIC's
conservative management of its loss reserves and its niche
business profile as a provider of contractors and artisans general
liability coverage.

Positive rating triggers would be an increase in NCIC's surplus
and improvement in its risk-adjusted capitalization. Negative
rating triggers include additional deterioration in surplus or
risk-adjusted capitalization and a decline in its operating
performance.


NAUGATUCK VALLEY FINANCIAL: Incurs $4.8-Mil. Net Loss in 2nd Qtr.
-----------------------------------------------------------------
Naugatuck Valley Financial Corporation filed its quarterly report
on Form 10-Q, reporting a net loss of $4.8 million on net interest
income of $4.3 million for the three months ended June 30, 2013,
compared with a net loss of $715,000 on net interest income of
$4.6 million for the same period last year.  Noninterest income
was $940,000 during the three months ended June 30, 2013, compared
to $1.2 million for the same period of 2012.

"The decline in the Company's net income was largely attributable
to an increase in the provision for loan losses to $3.6 million
for the three months ended June 30, 2013, compared to the
provision for loan losses of $2.1 million for the same period in
2012.

For the six months ended June 30, 2013, the Company had a net
loss of $5.4 million on net interest income of $8.6 million,
compared with a net loss of $3.4 million on net interest income of
$9.6 million for the same period of 2011.  Noninterest income was
$1.9 million during the six months ended June 30, 2013, compared
to $2.1 million for the same period of 2012.

"The increase in the Company's net loss was largely attributable
to decrease in the income tax benefit from $1.8 million to $0 for
the six months ended June 30, 2013.

As of June 30, 2013, the Company had $510.8 million of total
assets, $389.2 million of net loans receivable, and
$399.4 million of total deposits.  Total liabilities as June 30,
2013, was $449.8 million.  Total equity capital at June 30, 2013,
was $61.0 million.

In comparison, as of Dec. 31, 2012, the Company had $526.4 million
of total assets, $417.6 million of net loans receivable, and
$402.9 million of total deposits.  Total liabilities as of
Dec. 31, 2012, was $459.5 million.  Total equity capital at
Dec. 31, 2012, was $66.9 million.

                         Regulatory Matters

"Effective Jan. 17, 2012, the Bank entered into a written Formal
Agreement with the Office of the Comptroller of the Currency.  The
Agreement requires the Bank to take various actions, within
prescribed time frames, with respect to certain operational areas
of the Bank, including the following:

  * Restricts the Bank from declaring or paying any dividends or
other capital distributions to the Company without prior written
regulatory approval.  This provision relates to up streaming
intercompany dividends or other capital distributions from the
Bank to the Company.

  * Provide prior written notice to the OCC before appointing an
individual to serve as a senior executive officer or as a director
of the Bank.

  * Restricts the Bank from entering into, renewing, extending or
revising any contractual arrangement relating to the compensation
or benefits for any senior executive officer of the Bank, unless
the Bank provides the OCC with prior written notice of the
proposed transaction.

  * Subjects the Bank to six month financial and operational
examination review.  The most recent examination occurred in
January 2013.  The next scheduled review is expected in the third
quarter 2013.

"In April and May 2013, additional senior management team members
were retained to assist the new CEO (who was hired in
September 2012) to address the provisions of the Agreement."

"The Agreement and each of its provisions will remain in effect
until these provisions are amended in writing by mutual consent or
waived in writing by the OCC or terminated in writing by the OCC.

"The OCC regulations require savings institutions to maintain
minimum levels of regulatory capital.  Effective June 4, 2013, the
OCC imposed individual minimum capital requirements ("IMCRs") on
the Bank.  The IMCRs require the Bank to maintain a Tier 1
leverage capital to adjusted total assets ratio of at least 9.00%
and a total risk-based capital to risk-rated assets ratio of at
least 13.00%.  Before the establishment of the IMCRs, the Bank had
been operating under these capital parameters by self-imposing
these capital levels as part of the capital plan the Bank was
required to implement under the terms of the previously disclosed
January 2012 Formal Agreement between the Bank and the OCC.  The
Bank exceeded the IMCRs at June 30, 2013, with a Tier 1 leverage
ratio of 10.06% and a total risk-based capital ratio of 15.54%."

A copy of the Form 10-Q is available at http://is.gd/gkLk8s

                       About Naugatuck Valley

Naugatuck, Conn.-based Naugatuck Valley Financial Corporation is a
stock savings and loan holding company incorporated in the State
of Maryland.  The Company is primarily engaged in the business of
planning, directing and coordinating the business activities of
its wholly-owned subsidiary bank, Naugatuck Valley Savings and
Loan.  The Company became the holding company for the Bank
effective June 29, 2011.

Naugatuck Valley Savings is a federally chartered stock savings
association and has served its customers in Connecticut since
1922.

Naugatuck Valley Savings has two wholly owned subsidiaries,
Naugatuck Valley Mortgage Servicing Corporation and Church Street
OREO One, LLC.  Naugatuck Valley Mortgage Servicing Corporation
qualifies and operates as a passive investment company pursuant to
Connecticut regulation.  Church Street OREO One, LLC was
established in February 2013 to hold properties acquired through
foreclosure as well as from nonjudicial proceedings.


NAVISTAR INTERNATIONAL: Web Cast on Sept. 4 to Discuss Q3 Results
-----------------------------------------------------------------
Navistar International Corporation will present via live web cast
its fiscal 2013 third quarter financial results on Wednesday,
September 4.  A live web cast is scheduled at approximately 9:00
a.m. Eastern Time.  Speakers on the web cast will include Troy
Clarke, president and chief executive officer, Jack Allen,
executive vice president and chief operating officer, Walter
Borst, executive vice president and chief financial officer, and
other company leaders.

The web cast can be accessed through a link on the investor
relations page of Company's web site at:

       http://www.navistar.com/navistar/investors/webcasts

Investors are advised to log on to the Web site at least 15
minutes prior to the start of the web cast to allow sufficient
time for downloading any necessary software.  The web cast will be
available for replay at the same address approximately three hours
following its conclusion, and will remain available for a period
of 10 days.

                   About Navistar International

Navistar International Corporation (NYSE: NAV) --
http://www.Navistar.com/-- is a holding company whose
subsidiaries and affiliates subsidiaries produce International(R)
brand commercial and military trucks, MaxxForce(R) brand diesel
engines, IC Bus(TM) brand school and commercial buses, Monaco RV
brands of recreational vehicles, and Workhorse(R) brand chassis
for motor homes and step vans.  It also is a private-label
designer and manufacturer of diesel engines for the pickup truck,
van and SUV markets.  The Company also provides truck and diesel
engine parts and service.  Another affiliate offers financing
services.

Navistar incurred a net loss attributable to the Company of $3.01
billion for the year ended Oct. 31, 2012, compared with net income
attributable to the Company of $1.72 billion during the prior
year.  As of April 30, 2013, the Company had $8.72 billion in
total assets, $12.36 billion in total liabilities and a $3.64
billion total stockholders' deficit.

                          *     *     *

In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service
lowered Navistar International Corporation's Corporate Family
Rating (CFR), Probability of Default Rating (PDR), and senior note
rating to B2 from B1.  The downgrade of Navistar's ratings
reflects the significant challenges the company will face during
the next eighteen months in re-establishing the profitability and
competitiveness of its US and Canadian truck operations in light
of the failure to achieve EPA certification of its EGR emissions
technology, the significant reductions in military revenues and
substantially higher engine warranty reserves.

As reported by the TCR on June 19, 2013, Standard & Poor's Ratings
Services said it lowered its long-term corporate credit rating on
Illinois-based truckmaker Navistar International Corp. (NAV) to
'B-' from 'B'.  The rating downgrades reflect S&P's negative
reassessment of NAV's business risk profile to "vulnerable" from
"weak".

As reported by the TCR on Jan. 24, 2013, Fitch Ratings has
affirmed the Issuer Default Ratings (IDR) for Navistar
International Corporation and Navistar Financial Corporation at
'CCC' and removed the Negative Outlook on the ratings.  The
removal reflects Fitch's view that immediate concerns about
liquidity have lessened, although liquidity remains an important
rating consideration as NAV implements its selective catalytic
reduction (SCR) engine strategy. Other rating concerns are already
incorporated in the 'CCC' rating.


NET ELEMENT INTERNATIONAL: Incurs $20.2-Mil. Net Loss in 2nd Qtr.
-----------------------------------------------------------------
Net Element International, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $20.2 million on $5.6 million
of revenues for the three months ended June 30, 2013, compared
with a net loss of $2.6 million on $37,818 of revenues for the
same period last year.

"The increase in net revenues in the three months ended June 30,
2013, compared to the three months ended June 30, 2012 is
primarily a result of the Unified Payments acquisition and the
launch of our mobile commerce payment processing operations in
Russia during the third quarter of 2012 through TOT Money.  Our
results of operations for the three months ended June 30, 2012,
include only the operations of our online media products (websites
and mobile applications).

"Operating expenses totaled $25,578,342 for the three months ended
June 30, 2013m versus $2,663,219 (as restated) for the three
months ended June 30, 2012, representing an increase of
$22,915,123.  The primary reason for the increase in operating
expenses is our acquisition of the operations of Unified Payments
on April 16, 2013, which resulted in a $3,785,617 increase in cost
of revenues, and $11,200,000 of goodwill impairment charge.  In
addition, we recorded a $5,792,487 provision for unrecoverable
advances and we incurred $1,364,526 of increased general and
administrative expenses and $506,309 of increased depreciation and
amortization expenses in the three months ended June 30, 2013,
which contributed to our increased operating expenses as compared
to the three months ended June 30, 2012."

For the six months ended June 30, 2013, the Company had a net
loss of $23.5 million on $6.5 million of revenues, compared with a
net loss of $7.1 million on $112,628 of revenues for the same
period of 2012.

The Company's balance sheet at June 30, 2013, showed $23.8 million
in total assets, $31.0 million in total liabilities, and a
stockholders' deficit of $7.2 million.

"Since our inception, we have incurred significant operating
losses.  We incurred net losses totaling $23.5 million for the six
months ended June 30, 2013, and net losses totaling $16.4 million
and $24.9 million for the years ended Dec. 31, 2012, and 2011,
respectively.  We had negative cash flows from operating
activities of $4.0 million and $25.2 million for the six months
ended June 30, 2013, and the year ended Dec. 31, 2012,
respectively.  At June 30, 2013, we had working capital of
$541,644 and an accumulated deficit of $110.3 million.  These
conditions raise substantial doubt about our ability to continue
as a going concern.  The independent auditors' report on our
consolidated financial statements for the year ended Dec. 31,
2012, contains an explanatory paragraph expressing substantial
doubt as to our ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/kfj3RX

Net Element International, Inc. (NASDAQ: NETE) is a global
technology-driven group specializing in electronic commerce and
mobile payments.  The Company owns and operates a mobile payments
company, TOT Money, as well as several popular content
monetization verticals.  Together with its subsidiaries, Net
Element International enables ecommerce and content-management
companies to monetize their assets in ecommerce and mobile
commerce environments.  The Company has U.S. headquarters
in Miami and international headquarters in Moscow.


NNN 3500: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: NNN 3500 Maple 1, LLC
        c/o Carolyn M. Kubetz
        1601 Marina Isle Way, Apartment 406
        Jupiter, FL 33477

Bankruptcy Case No.: 13-34362

Affiliates that simultaneously filed for Chapter 11 protection:

        Debtor                     Case No.
        ------                     --------
NNN 3500 Maple 26, LLC             13-30402
NNN 3500 Maple 2, LLC              13-34363
NNN 3500 Maple 3, LLC              13-34364
NNN 3500 Maple 4, LLC              13-34365
NNN 3500 Maple 5, LLC              13-34366
NNN 3500 Maple 6, LLC              13-34367
NNN 3500 Maple 7, LLC              13-34368
NNN 3500 Maple 10, LLC             13-34369
NNN 3500 Maple 12, LLC             13-34370
NNN 3500 Maple 13, LLC             13-34371
NNN 3500 Maple 14, LLC             13-34372
NNN 3500 Maple 15, LLC             13-34373
NNN 3500 Maple 16, LLC             13-34374
NNN 3500 Maple 17, LLC             13-34375
NNN 3500 Maple 18, LLC             13-34376
NNN 3500 Maple 20, LLC             13-34377
NNN 3500 Maple 22, LLC             13-34378
NNN 3500 Maple 23, LLC             13-34379
NNN 3500 Maple 24, LLC             13-34380
NNN 3500 Maple 27, LLC             13-34381
NNN 3500 Maple 28, LLC             13-34382
NNN 3500 Maple 29, LLC             13-34383
NNN 3500 Maple 30, LLC             13-34384
NNN 3500 Maple 31, LLC             13-34385
NNN 3500 Maple 32, LLC             13-34386
NNN 3500 Maple 34, LLC             13-34387

Chapter 11 Petition Date: August 29, 2013

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

Judge: Harlin DeWayne Hale

Debtors' Counsel: Michelle V. Larson, Esq.
                  ANDREWS KURTH, LLP
                  1717 Main Street, Suite 3700
                  Dallas, TX 75201
                  Tel: (214) 659-4400
                  Fax: (214) 659-4401
                  E-mail: michellelarson@andrewskurth.com

Lead Debtor's
Estimated Assets: $50,000,001 to $100,000,000

Lead Debtor's
Estimated Debts: $50,000,001 to $100,000,000

The petitions were signed by Mubeen Aliniazee, restructuring
officer.

Debtors' Consolidated List of Their 30 Largest Unsecured
Creditors:

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
TIC Properties Management          Property               $161,320
101 N. Main Street, Suite 1200
Greenville, SC 29601

Constellation New Energy, Inc.     Utility ? Electric     $147,315
14217 Collections Center           Service
Chicago, IL 60693

ABM Security Services, Inc.        Trade Debt -            $58,158
P.O. Box 743252                    Security
Los Angeles, CA 90074

Fast Trak Construction             Trade Debt -            $52,992
                                   Construction Services

B Squared Investments Inc.         Payroll Services        $47,411

Holleman Construction Company,     Trade Debt -            $28,483
Inc.                               Repair of drainline
                                   asphalt

John A. Arnold, Inc.               Tenant billback         $25,068

First Maintenance, Inc.            Trade Debt -            $15,064
                                   Janitorial Supplies

Schindler Elevator Corporation     Trade Debt -            $14,963
                                   Elevator Maintenance

City of Dallas                     Utility Services        $10,381

Entech Sales & Service, Inc.       Trade Debt ? HVAC        $9,851
                                   Services

Champion Waste Services LLC        Trade Debt -             $6,063
                                   Waste Management

Wyche, PA                          Legal Services           $5,117

Staffelbach, Inc.                  Trade Debt -             $4,879
                                   Professional Services ?
                                   Space Planning

Barbre Consulting, Inc.            Trade Debt -             $4,335
                                   Elevator Services

The Brickman Group, Ltd., LLC      Trade Debt -             $4,213
                                   Irrigation Repairs

AT&T                               Trade Debt -             $4,003
                                   Office Phone Service

Holiday Seasons LLC                Trade Debt -             $3,269
                                   Decorations

Allied Waste Services #794         Trade Debt -             $3,181
                                   Waste Disposal

B.J. Glass Co., Inc.               Trade Debt -             $3,101
                                   Glass Replacement

Geary, Porter & Donovan, P.C.      Attorney Fees            $2,579

Balance Vibration Technologies     Trade Debt -             $2,379
                                   Electric Inspection

Precision Water Technologies       Trade Debt -             $1,851
                                   Water Treatment

Burnett Companies, Consolidated,   Trade Debt -             $1,825
Inc.                               Temporary Employees

Costar Realty Information          Trade Debt ?             $1,637
                                   Marketing

EFI Global, Inc.                   Trade Debt -             $1,550
                                   Asbestos Survey

Greenscape Pump Services           Trade Debt -             $1,315
                                   Maintenance Water Feature

Mitec Controls, Inc.               Trade Debt -             $1,251
                                   Alarm Services

Landscape & Floral Group Interiors Trade Debt -             $1,245
                                   Plant Maintenance

Regency Office                     Trade Debt -             $1,218
                                   Office Supplies


OVERNEAR INC: Incurs $576K Net Loss in Second Quarter
-----------------------------------------------------
OverNear, Inc., filed its quarterly report on Form 10-Q, reporting
a net loss of $575,883 for the three months ended June 30, 2013,
compared with a net loss of $400,578 for the same period last
year.

For the six months ended June 30, 2013, the Company had a net
loss of $1.0 million, compared with a net loss of $764,593 for the
same period of 2012.

There was no revenue for the three and six months ended June 30,
2013.

The Company's balance sheet at June 30, 2013, showed $1.1 million
in total assets, $393,080 in total liabilities, and stockholders'
equity of $699,430.

In its report on OverNear, Inc.'s financial statements for the
year ended Dec. 31, 2012, Gumbiner Savett Inc., in Santa Monica,
Calif., stated that the Company has incurred substantial losses
from operations and that the Company may not have sufficient
working capital or outside financing available to meet its planned
operating activities over the next twelve months, which conditions
raise substantial doubt about the Company's ability to continue as
a going concern.

A copy of the Form 10-Q is available at http://is.gd/DQPknN

Santa Monica, Calif.-based OverNear, Inc., formerly Awesome
Living, Inc., is developing a location-based social networking and
mobile advertising platform that helps connect people to people
and businesses to consumers.


P.F. CHANG'S: S&P Lowers CCR to 'B-' & Loan Ratings to 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its rating on
Scottsdale, Ariz.-based P.F. Chang's China Bistro Inc. to 'B-'
from 'B' and revised the rating outlook to stable from negative.
At the same time, S&P lowered its issue-level ratings on the
revolver and term loan to 'B' from 'B+' and its rating on the
senior notes to 'CCC' from 'CCC+'.

The downgrade reflects lackluster operations in the second quarter
of 2013, as credit protection metrics continued to decline below
S&P's expectations due to an inability to restore customer
traffic, offset by menu price increases.  The downgrade also
incorporates S&P's view that EBITDA will continue to decline in
the second half of the year due to negative comparable-restaurant
sales especially at Bistro units.

"The speculative-grade rating on P.F. Chang's reflects its "highly
leveraged" financial risk profile as a result of the Centerbridge
leveraged buyout (LBO)," said credit analyst Diya Iyer.  "It also
incorporates our "vulnerable" assessment of the company's business
risk profile, reflecting its singular focus on Asian cuisine and
concentration in California, Arizona, Florida, and Texas."

The stable outlook reflects S&P's expectation that continued
operational erosion coupled with debt reduction will result in
flat credit measures in the coming year.

S&P could lower its corporate credit rating if negative same-
restaurant sales trends persist and the company does not achieve
cost reduction targets in food and labor costs in the coming year.
This would cause gross margin to fall 50 bps or sales to decline
in the high-single-digit range, resulting in an EBITDA decline of
more than 20% in fiscal 2013.  It could also occur if SG&A grows
at more than double the mid-single-digit rate S&P is forecasting.
In this scenario, interest coverage would be 1.0x and liquidity
would erode due to a decline in free cash flow generation.

Although unlikely, S&P could raise the rating if the company
improves gross margin more than 100 bps above its expectations or
sales increase 20% in the coming year, resulting in a 21% increase
in EBITDA and leverage below 6.0x.  However, given P.F. Chang's
expected credit measures and S&P's industry outlook, it is not
expecting to raise its rating over the next year.


PANACHE BEVERAGE: Restated Figures Show $809K Loss in 1st Quarter
-----------------------------------------------------------------
Panache Beverage Inc. filed on Aug. 21, 2013, Amendment No. 1 to
its quarterly report on Form 10-Q for the quarterly period ended
March 31, 2013, which was originally filed with the Securities and
Exchange Commission on May 5, 2013, to restate the Company's
unaudited consolidated financial statements for the three month
period ended March 31, 2013, and amend related disclosures in the
section entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations" of the Original
Form 10-Q to correct its accounting for stock warrants.  The
Company has refined its interpretation of GAAP as it relates to
the accounting for warrants issued to Consilium Investment
Management, LLC, for consulting services.

The Company's net loss was $808,515 and $835,840 for the three
months ended March 31, 2013, and 2012, respectively.  The change
in net loss during the three months ended March 31, 2013, was
attributable to the increase in general and administrative
expenses of $328,463, a decrease in loss attributable to minority
interests of $173,505 and the increase in interest expense of
$93,522 offset by the increase in gross profit of $446,357 plus
the gain on extinguishment of various debts of $58,296.

Net revenues were $1.4 million and $368,483 for the three months
ended March 31, 2013 and 2012, respectively.

"The 285% increase in quarterly revenues from 2012 to 2013 was due
primarily to successful implementation of our Wodka marketing and
sales strategies, as well as to the launch of our Alibi brand in
the fourth quarter of 2012.

The Company's balance sheet at March 31, 2013, showed $2.7 million
in total assets, $6.0 million in total liabilities, and a
stockholders' deficit of $3.3 million.

A copy of the Form 10-Q/A is available at http://is.gd/qH9KXZ

                       About Panache Beverage

New York-based Panache Beverage, Inc., specializes in the
strategic development and aggressive early growth of spirits
brands establishing its assets as viable and attractive
acquisition candidates for the major global spirits companies.
Panache builds its brands as individual acquisition candidates
while continuing to develop its pipeline of new brands into the
Panache portfolio.

                           *     *     *

Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed
substantial doubt about the Company's ability to continue as a
going concern, following its audit of the Company's financial
statements for the year ended Dec. 31, 2012.  The independent
auditors noted that the Company has negative working capital, and
has incurred losses from operations.


PERSONAL COMMUNICATIONS: Epiq Serves as Claims and Noticing Agent
------------------------------------------------------------------
Personal Communications Devices, LLC, and Personal Communications
Devices Holdings, LLC, sought and obtained authority from the U.S.
Bankruptcy Court for the Eastern District of New York to employ
Epiq Bankruptcy Solutions, LLC, as claims and noticing agent to,
among other things, (i) distribute required notices to parties-in-
interest, (ii) receive, maintain, docket and otherwise administer
the proofs of claim filed in the Debtors' Chapter 11 Cases, and
(iii) provide other administrative services as required by the
Debtors.

                    About Personal Communications

Personal Communications Devices LLC and an affiliate, Personal
Communications Devices Holdings, LLC, filed for Chapter 11
bankruptcy (Bankr. E.D.N.Y. Case No. 13-74303) on Aug. 19, 2013,
in Central Islip, N.Y., estimating between $100 million
and $500 million in both assets and liabilities.  Bankruptcy Judge
Alan S. Trust oversees the case.  The petitions were signed by
Raymond F. Kunzmann as chief financial officer.

Attorneys at Goodwin Procter, LLP and Togut, Segal & Segal, LLP
serve as counsel to the Debtors.  Epiq Bankruptcy Solutions, LLC,
is the claims and notice agent.  BG Strategic Advisors, LLC, is
the financial advisor.   Richter Consulting, Inc., is the
investment banker.

PCD has a proposal in place to sell itself to Quality One Wireless
LLC for $105.3 million, subject to higher bids.  The Company is
asking the Court to approve guidelines to govern the bidding and
sale process.

PCD is advised in this transaction by Richter Consulting Inc., BG
Strategic Advisors, and Goodwin Procter LLP.  Q1W is advised by
Raymond James and Associates, Inc. and Munsch Hardt Kopf & Harr,
P.C.

PCD -- http://www.pcdphones.com-- provides both carriers and
manufacturers an array of product life cycle management services
that includes planning and development; inventory; technical
testing; quality control; forward and reverse logistics; sell-in
and sell-thru, marketing & warranty support.  Its extensive
portfolio of high-quality and versatile wireless devices includes
feature phones, smartphones, tablets, mobile hotspots, modems,
routers, fixed wireless, M2M, GPS, and other innovative wireless
connectivity devices and accessories.  PCD is based in Hauppauge,
New York; and maintains operations facilities in Brea, California;
and Toronto, CA.


PERSONAL COMMUNICATIONS: Has Until Sept. 14 to File Schedules
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
extended the date by which Personal Communications Devices, LLC,
and Personal Communications Devices Holdings, LLC, must file their
schedules of assets and liabilities and statements of financial
affairs to Sept. 16, 2013.

                    About Personal Communications

Personal Communications Devices LLC and an affiliate, Personal
Communications Devices Holdings, LLC, filed for Chapter 11
bankruptcy (Bankr. E.D.N.Y. Case No. 13-74303) on Aug. 19, 2013,
in Central Islip, N.Y., estimating between $100 million
and $500 million in both assets and liabilities.  Bankruptcy Judge
Alan S. Trust oversees the case.  The petitions were signed by
Raymond F. Kunzmann as chief financial officer.

Attorneys at Goodwin Procter, LLP and Togut, Segal & Segal, LLP
serve as counsel to the Debtors.  Epiq Bankruptcy Solutions, LLC,
is the claims and notice agent.  BG Strategic Advisors, LLC, is
the financial advisor.   Richter Consulting, Inc., is the
investment banker.

PCD has a proposal in place to sell itself to Quality One Wireless
LLC for $105.3 million, subject to higher bids.  The Company is
asking the Court to approve guidelines to govern the bidding and
sale process.

PCD is advised in this transaction by Richter Consulting Inc., BG
Strategic Advisors, and Goodwin Procter LLP.  Q1W is advised by
Raymond James and Associates, Inc. and Munsch Hardt Kopf & Harr,
P.C.

PCD -- http://www.pcdphones.com-- provides both carriers and
manufacturers an array of product life cycle management services
that includes planning and development; inventory; technical
testing; quality control; forward and reverse logistics; sell-in
and sell-thru, marketing & warranty support.  Its extensive
portfolio of high-quality and versatile wireless devices includes
feature phones, smartphones, tablets, mobile hotspots, modems,
routers, fixed wireless, M2M, GPS, and other innovative wireless
connectivity devices and accessories.  PCD is based in Hauppauge,
New York; and maintains operations facilities in Brea, California;
and Toronto, CA.


PFF BANCORP: Chapter 11 Liquidating Plan Declared Effective
-----------------------------------------------------------
BankruptcyData reported that PFF Bancorp's Joint Plan of
Liquidation became effective, and the Company emerged from Chapter
11 protection. The Court confirmed the Plan on April 26, 2012.

According to the documents filed with the Court, "The Plan
constitutes a separate chapter 11 plan of liquidation for each
Debtor. Except for Administrative Claims, Priority Tax Claims and
Other Priority Claims, all Claims against and Equity Interests in
a particular Debtor are placed in Classes for each of the Debtors.
In accordance with section 1123(a)(1) of the Bankruptcy Code, the
Debtors have not classified Administrative Claims, Priority Tax
Claims and Other Priority Claims, as described in Article II of
the Plan."

                         About PFF Bancorp

PFF Bancorp Inc. -- http://www.pffbank.com/-- was a non-
diversified unitary savings and loan holding company within the
meaning of the Home Owners' Loan Act with headquarters formerly
located in Rancho Cucamonga, California.  Bancorp is the direct
parent of each of the remaining Debtors.

Prior to filing for bankruptcy, Bancorp was also the direct parent
of PFF Bank & Trust, a federally chartered savings institution,
and the bank's subsidiaries.  PFF Bank & Trust was taken over by
regulators in November 2008, with the deposits transferred by the
Federal Deposit Insurance Corp. to U.S. Bank NA.

PFF Bancorp Inc. and its affiliates sought Chapter 11 protection
(Bankr. D. Del. Case Nos. 08-13127 to 08-13131) on Dec. 5, 2008.
Chun I. Jang, Esq., and Paul N. Heath, Esq., at Richards, Layton &
Finger, P.A., serve as the Debtors' bankruptcy counsel.  Kurtzman
Carson Consultants LLC serves as the Debtors' claims agent.  Jason
W. Salib, Esq., at Blank Rome LLP, represents the official
committee of unsecured creditors as counsel.


PICCADILLY RESTAURANTS: Wants DIP Loan Extended Until Nov. 19
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Louisiana
will convene a hearing on Sept. 10, 2013, at 10 a.m., to consider
Piccadilly Restaurants, LLC, et al.'s motion to extend the term of
a stipulation and final order (a) authorizing postpetition
financing; (b) authorizing use of cash collateral; (c) granting
superpriority security interests and administrative claims; (d)
granting adequate protection to prepetition lenders; and (e)
granting limited relief from the automatic stay.

The stipulation entered among the Debtors, Atalaya Administrative
LLC, as DIP Agent, and the DIP lenders, provides that the
termination date of the final DIP stipulation is extended until
(a) the effective date of a reorganization plan in the bankruptcy
cases, or (b) Nov. 19, 2013.  Additionally, under the Proposed
Order, the DIP Lenders would have the option of further extending
the term of the Final DIP Stipulation through Dec. 31, without the
necessity of further Court order.

Absent the extension, the loan, under the final DIP stipulation,
will terminate on Sept. 11.

As reported in the Troubled Company Reporter on Feb. 6, 2013,
Judge Robert Summerhays signed off on a final order granting the
Debtors authority to obtain postpetition financing from Atalaya
and use cash collateral of its prepetition lender.

As reported in the TCR on Oct. 22, 2012, the Bankruptcy Court
granted the Debtors interim authority to obtain postpetition
financing in the initial amount $500,000 from Atalaya Special
Opportunities Fund IV LP (Tranche B), and other DIP Lenders,
secured by superpriority priming liens on and security interests
in all of the assets of the Debtors, pursuant to the stipulation
by and among the Debtors, Atalaya, as DIP agent, and the DIP
Lenders.

                  About Piccadilly Restaurants

Piccadilly Restaurants, LLC, and two affiliated entities sought
Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos.
12-51127 to 12-51129) on Sept. 11, 2012.  The affiliates are
Piccadilly Food Service, LLC, and Piccadilly Investments LLC.

Piccadilly Restaurants, LLC, headquartered in Baton Rouge,
Louisiana, is the largest cafeteria-style restaurant in the United
States, with operations in 10 states in the Southeast and Mid-
Atlantic regions.  It is wholly owned by Piccadilly Investments,
LLC.  Piccadilly operates an institutional foodservice division
through a wholly owned subsidiary, Piccadilly Food Service, LLC,
servicing schools and other organizations.  With a history dating
back to 1944, the Company operates 81 restaurants at three owned
and 78 leased locations.

Then known as Piccadilly Cafeterias, Inc., the Company filed for
Chapter 11 relief (Bankr. S.D. Fla. Case No. 03-27976) on Oct. 29,
2003.  Paul Steven Singerman, Esq., and Jordi Guso, Esq., at
Berger Singerman, P.A. represented the Debtor in the case.  After
Piccadilly declared bankruptcy under Chapter 11, but before its
plan was submitted to the Bankruptcy Court for the Southern
District of Florida, the Bankruptcy Court authorized Piccadilly to
sell its assets to Yucaipa Cos., for about $80 million.  In
October 2004, the Bankruptcy Court confirmed the plan.

Judge Robert Summerhays oversees the 2012 cases.  Mark A. Mintz,
Esq. at Jones Walker LLP represents the Debtors in their
restructuring efforts.  BMC Group, Inc., serves as claims agent,
noticing agent and balloting agent.  In its schedules, the Debtor
disclosed $34,952,780 in assets and $32,000,929 in liabilities.

New York-based vulture fund Atalaya Administrative LLC, in its
capacity as administrative agent for Atalaya Funding II, LP,
Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya
Special Opportunities Fund (Cayman) IV LP (Tranche B), the
Debtors' prepetition secured lender, is represented in the case
by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman &
Areaux, L.L.C.; and Patton Boggs, LLP.

Henry G. Hobbs, Jr., Acting United States Trustee for Region 5,
has appointed seven members to the official committee of unsecured
creditors in the Debtors' Chapter 11 cases.  In October, the
Committee sought and obtained Court approval to employ Frederick
L. Bunol, Albert J. Derbes, IV, of The Derbes Law Firm, L.L.C. as
attorneys.


PILGRIM'S PRIDE: S&P Raises Corp. Credit Rating to 'BB-'
--------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Greeley,
Colo.-based Pilgrim's Pride Corp., including the corporate credit
rating, to 'BB-' from 'B'.  The outlook is stable.  Concurrently,
S&P raised the issue-level ratings on the company's outstanding
$500 million senior unsecured notes due 2018 to 'BB-' from 'B'.
The recovery rating remains '4', indicating S&P's expectations for
average (30% to 50%) recovery in the event of a payment default.

"At the same time, we assigned a 'BB+' issue rating to the
company's recently amended and extended senior secured credit
facility, including a $700 million senior secured revolving credit
facility due 2018, a $204.9 million term loan B-1 due 2014, a
$205.2 million term loan B-2 due 2014, and $400 million delayed
draw term loan due 2018.  The recovery rating on this debt is '1',
indicating our expectation for very high (90% to 100%) recovery in
the event of a payment default," S&P said.

Pilgrim's Pride had reported debt totaling $912 million as of June
30, 2013.

"The upgrade reflects our belief that the company will continue to
improve operating performance and strengthen credit measures,"
said Standard & Poor's credit analyst Chris Johnson.  "We believe
improvements in poultry pricing and operating efficiency will
allow Pilgrim's Pride to modestly grow EBITDA through 2014 and pay
down additional debt with free cash flow.  This should further
improve the company's credit measures.  Still, the company's
credit measures are volatile, and we believe they can weaken
during adverse conditions, as was the case in fiscal 2011."

Standard & Poor's corporate credit rating on Pilgrim's Pride
factors in its relationship with its majority owner, JBS USA
Holdings Inc., which is owned by JBS S.A. (BB/Stable/--).  S&P
believes Pilgrim's Pride is a strategically important investment
for JBS and have therefore incorporated some implicit support from
JBS in our Pilgrim's Pride corporate credit rating.

The stand-alone credit profile on Pilgrim's Pride reflects a
"significant" financial risk profile and "weak" business risk
profile.  This represents a positive revision from prior financial
and business risk profile assessments of "aggressive" and
"vulnerable," respectively.

S&P believes Pilgrim's Pride currently has "adequate" liquidity
and S&P anticipates sources of cash (including cash on hand,
discretionary cash flow, and revolving credit availability) will
cover expected cash uses by more than 1.2x over the next year.

The stable outlook reflects S&P's expectation that earnings and
credit measures will continue to modestly improve over the next 12
to 18 months because of better pricing flexibility and lower feed
costs.  S&P expects the company will reduce its debt to EBITDA
ratio to closer to 1.5x or lower by fiscal year-end 2014, but
recognize that this ratio could weaken to more than 3x if industry
conditions deteriorate.


PREMIER PAVING: Confirms Third Amended Reorganization Plan
----------------------------------------------------------
Premier Paving, Inc., won confirmation its Third Amended Plan of
Reorganization dated July 9, 2013, that proposes a payment to
unsecured creditors over time through the Debtor's gross revenue.
The Debtor also proposes to continue its efforts to sell the
asphalt plant or restructure the associated debt.  The Plan is
also restructuring the secured debt of its primary secured
creditors.

As reported in the Troubled Company Reporter on Aug. 5, 2013,
according to papers filed with the Bankruptcy Court, the Plan is a
balance of the varying interests of the creditor body.  All
creditors, except for Suncor Energy (Class 12(b)) and the
convenience class (Class 12(a)), are paid over 7 years.  Suncor
Energy is paid at an accelerated rate (within 3 years of the
Effective Date) because Suncor Energy is the only provider of
asphalt cement in Colorado.

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

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

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

On Aug. 16, the Debtor filed amendments to Third Amended Plan,
restating Paragraph 7.3(a) of the Plan to reflect:

   7.3 -- Class 12(c) consists of the unsecured creditors of PPI
          other than Suncor Energy who hold Allowed Claims greater
          that $1,000.  Class 12(c) will receive payment of their
          allowed claims as: a) Holders of Class 12(c) allowed
          claims will share on a pro rata basis monies deposited
          into the Unsecured Creditor Account.

                       About Premier Paving

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

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

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


PRM FAMILY: Seeks Continued Use of BofA Cash Collateral
-------------------------------------------------------
PRM Family Holding Company L.L.C., et al., and Bank of America,
N.A. as agent for BofA and Grocers Capital Company, ask the
Bankruptcy Court for authorization to use continually use cash
collateral.

According to parties, the stipulation resolved all disputes
between the agents and Debtors relative to the cash collateral
order entered by the Court on Aug. 1, 2013.  If the Court enters
the stipulated order, it will supplant and replace the Aug. 1
order.

The parties believe that the Official Committee of Unsecured
Creditors has no objection to the form of the order.

In a third interim order entered Aug. 1, 2013, the Court
authorized to continue using cash collateral of Bank of America,
N.A., and Grocers Capital Company upon the terms and conditions
set forth in the order and pursuant to a budget.

Unless extended further with the written consent of BofA, as agent
for the lenders, the authorization granted to the Debtors to use
cash collateral would terminate upon the earlier of: (i) end of
business on Aug. 25, 2013, or any later date the Agent agrees upon
in writing; or the Court Orders, (iii) the date upon which a
Chapter 11 or Chapter 7 trustee is appointed in any of the
Bankruptcy Cases; and (iv) upon the Debtors' breach under any term
or provision of the Order.

                        About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026) on
May 28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.
HG Capital Partners' Jim Ameduri serves as financial advisor.

Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel.  O'Keefe & Associates Consulting,
LLC, serves as financial advisor to the Committee.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.


PRM FAMILY: Wants Until Dec. 23 to Decide on Unexpired Leases
-------------------------------------------------------------
PRM Family Holding Company, L.L.C., et al., ask the U.S.
Bankruptcy Court for the District of Arizona to extend the
deadline to assume or reject leases of non-residential real
property from Sept. 25, 2013, until Dec. 23.

The Debtors explain that they are in the process of reviewing and
analyzing the unexpired real property leases, which are critical
to the Debtors' business affairs and seek additional time to make
a determination concerning the assumption or rejection of such
real property leases.

                        About PRM Family

PRM Family Holding Company, L.L.C., operator of 11 Pro's Ranch
Markets grocery stores in Arizona and Texas and New Mexico, sought
Chapter 11 protection (Bankr. D. Ariz. Case No. 13-09026) on
May 28, 2013.

As of the bankruptcy filing, PRM Family Holding operates seven
grocery stores in Phoenix, two in El Paso, Texas, and two in New
Mexico.  Its corporate office is in California and it has
warehouses and distribution facilities in California and Phoenix.
Its Pro's Ranch Markets feature produce, baked goods and other
general grocery items with a Hispanic flair and theme.  The
company has more than 2,200 employees.

PRM Family blamed its woes on, among other things, the adverse
effect of the perception in Arizona towards immigrants including
the passage of SB 1070 and an immigration audit to which no other
competitor was subjected.  It also blamed a decline in the U.S.
economy and an increase competition from other grocery store
chains.

Bank of America, the secured lender, declared a default in
February 2013.

PRM Family estimated liabilities in excess of $10 million.

Judge Sarah Sharer Curley oversees the case.  Michael McGrath,
Esq., Scott H. Gan, Esq., Frederick J. Petersen, Esq., Kasey C.
Nye, Esq., David J. Hindman, Esq., and Isaac D. Rothschild, Esq.,
at Mesch, Clark & Rothschild, P.C., serve as the Debtor's counsel.
HG Capital Partners' Jim Ameduri serves as financial advisor.

Attorneys at Freeborn & Peters LLP, in Chicago, Ill., represent
the Official Committee of Unsecured Creditors as lead counsel.
Attorneys at Schian Walker, P.L.C., in Phoenix, Arizona, represent
the Committee as local counsel.  O'Keefe & Associates Consulting,
LLC, serves as financial advisor to the Committee.

Robert J. Miller, Esq., Bryce A. Suzuki, Esq., and Justin A.
Sabin, Esq., at Bryan Cave LLP, in Phoenix, serve as counsel for
Bank of America, N.A., as administrative agent and a lender under
an amended and restated credit agreement dated July 1, 2011.


PROBE MANUFACTURING: Incurs $85K Net Loss in Second Quarter
-----------------------------------------------------------
Probe Manufacturing, Inc., filed its quarterly report on Form
10-Q, reporting a net loss of $85,076 on $1.0 million of sales for
the three months ended June 30, 2013, compared with net income of
$71,453 on $1.6 million of sales for the same period last year.

The Company reported a net loss of $231,012 on $1.7 million of
sales for the six months ended June 30, 2013, compared with net
income of $84,171 on $2.9 million of sales for the comparable
period of 2012.

The Company's balance sheet at June 30, 2013, showed $2.3 million
in total assets, $1.5 million in total liabilities, and
stockholders' equity of $791,604.

"The Company had a total stockholder's equity of $791,604 and a
working capital surplus of $182,128; however, we still had net
loss of $(231,012) for the six months ended June 30, 2013, and an
accumulated deficit of $(867,268) as of June 30, 2013.  Therefore,
the ability of the Company to operate as a going concern is still
dependent upon its ability to: (1) obtain sufficient debt and/or
equity capital; and/or (2) generate positive cash flow from
operations."

A copy of the Form 10-Q is available at http://is.gd/QuC7lm

                     About Probe Manufacturing

Irvine Calif.-based Probe Manufacturing, Inc., provides global
design and manufacturing services to original electronic equipment
manufacturers (OEM) from its 23,000 sq-ft facility in Irvine,
California and Trident Manufacturing's 16,000 sq-ft facility in
Salt Lake City, Utah, which it acquired in the first quarter of
2013.  Revenue is generated from sales of services primarily to
customers in the medical device, aerospace/military,
telecommunication, alternative fuel, industrial and
instrumentation product manufacturers.


RANGE RESOURCES: Rising Productivity Triggers Moody's Ba1 Upgrade
-----------------------------------------------------------------
Moody's Investors Service upgraded Range Resources Corporation's
Corporate Family Rating to Ba1 and its Senior Subordinate Rating
to Ba2. Moody's also assigned a Speculative Grade Liquidity Rating
of SGL-2. The rating outlook is stable.

"Despite having a scale that is comparable to higher rated E&Ps,
historically Range's significant outspending of internally
generated cash flow to develop natural gas assets has been an area
of concern," said Stuart Miller, Moody's Vice President -- Senior
Credit Officer. "However, we have become increasingly satisfied
that the quality of Range's reserve base can support a Ba1 rating
as we expect productivity to improve as the company begins to
drill longer horizontal laterals with a greater emphasis on pad
drilling. "

Upgrades:

LT Corporate Family Rating to Ba1 from Ba2

Probability of Default Rating to Ba1-PD from Ba2-PD

Senior Subordinate Rating to Ba2 from Ba3

Senior Unsecured Shelf Rating to (P)Ba1 from (P)Ba3

Senior Subordinate Shelf Rating to (P)Ba2 from (P)Ba3

LGD Senior Subordinate Assessment of LGD4 -- 69%

Assigned:

Speculative Grade Liquidity Rating of SGL-2

Ratings Rationale:

Range's Ba1 CFR reflects is its investment grade size and scale,
as well as the company's significant organic growth over an
extended period of time. As measured by reserves, Range is
currently the largest of its Ba1 exploration & production (E&P)
peers, while production is roughly equivalent to the Ba1 average.
With average daily production of about 150,000 barrels of oil
equivalent (Boe) per day and proved developed reserves of nearly
600 million Boe, Range has a proved developed reserve life
approaching 11 years. In addition, the company has identified
6,750 potential drilling locations in its core Marcellus acreage,
providing substantial growth opportunities beyond its proved
developed reserve base. Low leverage at $5 per Boe of proved
developed reserves and low finding and development costs of less
than $6 per Boe have offset the company's exposure to weak natural
gas prices -- over 90% of revenue is derived from natural gas or
natural gas liquids (NGL) production. The company's concentration
in natural gas and NGL production results in weak cash margins of
less than $20 per Boe and a very weak ratio for retained cash flow
to debt of less than 25%. Range operates 89% of its total proved
reserves, enabling the company to scale back and defer spending
and boost retained cash flow, if necessary. Moody's projects that
Range will slowly gravitate to a more balanced approach where cash
flow will fund a greater portion of spending, thereby addressing
the weak retained cash flow to debt metric.

Range has good liquidity, and Moody's has assigned a Speculative
Grade Liquidity Rating of SGL-2. There was $1.35 billion available
under its $1.75 billion credit facility as of June 30, 2013.
Should it be necessary, the revolver lenders approved a $2 billion
borrowing base which could be used to provide an additional $250
million of liquidity if the size of the credit facility is
increased. The liquidity provided by its credit facility should be
sufficient to fund the projected out-spending of cash flow at
least through 2014. Range's credit facility matures in February
2016 and has a maximum debt to EBITDAX maintenance covenant of
4.25x and a minimum current ratio requirement of 1.0x. Neither of
these covenants is expected to limit Range's access to the
revolver or force a reduction to the anticipated spending plans.
Essentially all of the company's assets are pledged as security
for the revolving credit lenders. However, because there is
significant over-collateralization, Range's asset base provides
the opportunity, albeit with some limitations, to generate
secondary liquidity through asset sales.

The Ba2 rating on the senior subordinated notes reflects both the
overall probability of default of Range, to which Moody's assigns
a PDR of Ba1-PD, and a Loss Given Default of LGD4-69% under
Moody's Loss Given Default Methodology. The senior subordinate
note rating of Ba2 is one notch below the CFR of Ba1 due to the
structural superiority of the $1.75 billion revolving credit
facility. Should Range offer senior unsecured notes in the future,
they would likely be rated at the same level as the CFR given the
uplift provided by the $2.65 billion of senior subordinated notes
that are outstanding.

The stable outlook is based on an expectation that while debt may
increase through 2014, reserve additions and production increases
will keep pace with the increase in borrowings, keeping the ratios
of debt to reserves and debt to production relatively constant.
Moody's also expects Range to maintain its low cost model, which
has given it an advantage over other producers that are natural
gas oriented.

To consider an upgrade, Range would need to improve the ratio of
retained cash flow to debt to over 40% and reduce the ratio of
debt to average daily production to less than $15,000 per Boe. An
upgrade would also be contingent on the company maintaining its
leveraged full cycle ratio above 2x and the further build out of
the Marcellus infrastructure to accommodate Range's growth plans.

A downgrade would be appropriate if the company's capital
productivity stalls which would be signaled by an increase in
leverage. If the ratio of debt to average daily production exceeds
$25,000 per Boe or if retained cash flow to debt falls below 20%,
a negative outlook becomes increasingly likely.

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

Range Resources Corporation is a mid-sized independent exploration
and production company that is headquartered in Fort Worth, Texas.


RG STEEL: To Sell IP Addresses to Dynamic Network for $426K
-----------------------------------------------------------
RG Steel LLC said it is planning to sell some of its assets to
Dynamic Network Services Inc. for $425,984.

The assets to be sold consist of RG Steel's right, title and
interest in a certain /16 block of IPv4 Internet Protocol
Addresses, containing 65,536 IP Addresses.  The steel maker will
sell the assets "free and clear of all liens, claims or
encumbrances."

Objections to the proposed sale must be filed by September 11.

                         About RG Steel

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

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

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

Judge Kevin J. Carey presides over the case.

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

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

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

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

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


RML DEVELOPMENT: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: RML Development, Inc.
          dba Pinetree Place Apartments
          dba Raintree Apartments
        132 Todd Hill Road, Building 2 A
        Lagrangeville, NY 12540

Bankruptcy Case No.: 13-29244

Chapter 11 Petition Date: August 29, 2013

Court: United States Bankruptcy Court
       Western District of Tennessee (Memphis)

Judge: David S. Kennedy

Debtor's Counsel: Steven N. Douglass, Esq.
                  HARRIS SHELTON HANOVER WALSH, PLLC
                  2700 One Commerce Square
                  Memphis, TN 38103
                  Tel: (901) 525-1455
                  Fax: (901) 526-4084
                  E-mail: snd@harrisshelton.com

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

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

A copy of the Company's list of its 20 largest unsecured
creditors, filed together with the petition, is available for free
at http://bankrupt.com/misc/tnwb13-29244.pdf

The petition was signed by Paul Folkes, president.


ROTHSTEIN ROSENFELDT: Two Attys. Charged in Link to Ponzi Scheme
----------------------------------------------------------------
Law360 reported that as Scott Rothstein's now-defunct law firm
nears the end of a contentious Chapter 11 proceeding, a pair of
Florida attorneys have been indicted on allegations they
participated in the former chairman's $1.2 billion Ponzi scheme,
according to the U.S. Attorney's Office for the Southern District
of Florida.

In separate indictments unsealed on Aug. 30, 38-year-old Christina
M. Kitterman -- who worked for Rothstein's Fort Lauderdale law
firm Rothstein Rosenfeldt Adler PA -- and 58-year-old Douglas L.
Bates were accused of helping Rothstein run his scam, according to
the report.

                   About Rothstein Rosenfeldt

Scott Rothstein, co-founder of law firm Rothstein Rosenfeldt Adler
PA -- http://www.rra-law.com/-- was suspected of running a
$1.2 billion Ponzi scheme.  U.S. authorities claimed in a civil
forfeiture lawsuit filed Nov. 9, 2009, that Mr. Rothstein, the
firm's former chief executive officer, sold investments in non-
existent legal settlements.  Mr. Rothstein pleaded guilty to five
counts of conspiracy and wire fraud on Jan. 27, 2010.

Creditors of Rothstein Rosenfeldt Adler signed a petition sending
the Florida law firm to bankruptcy (Bankr. S.D. Fla. Case No.
09-34791).  The petitioners include Bonnie Barnett, who says she
lost $500,000 in legal settlement investments; Aran Development,
Inc., which said it lost $345,000 in investments; and trade
creditor Universal Legal, identified as a recruitment firm, which
said it is owed $7,800.  The creditors alleged being owed money
invested in lawsuit settlements.

Herbert M. Stettin, the state-court appointed receiver for
Rothstein Rosenfeldt, was officially carried over as the
Chapter 11 trustee in the involuntary bankruptcy case.

On June 10, 2010, Mr. Rothstein was sentenced to 50 years in
prison.

The official committee of unsecured creditors appointed in the
case is represented by Michael Goldberg, Esq., at Akerman
Senterfitt.

RRA won approval of an amended liquidating Chapter 11 plan
pursuant to the Court's July 17, 2013 confirmation order.  The
revised plan, filed in May, is centered around a $72.4 million
settlement payment from TD Bank NA.


ROOMSTORE INC: Acme Buys Manufacturing & Distribution Facility
--------------------------------------------------------------
Acme United Corporation on Aug. 30 announced the purchase of a
manufacturing and distribution center in Rocky Mount, North
Carolina for $2.8 million.  It was acquired from the Chapter 7
bankruptcy liquidation of RoomStore, Inc.

The property consists of 340,000 square feet of office,
manufacturing, and warehouse space on 33 acres.  The warehouse has
40 foot ceilings with 27 bay doors.  It adjoins a CSX railroad
spur, is convenient to major interstate highways and ports, and is
30 miles from the Company's Fremont, NC plant.  The facility will
be used to consolidate two distribution centers and to provide
space for manufacturing and growth.

Walter C. Johnsen, Chairman and CEO said, "The property is
assessed for taxes at $5.9 million and has an estimated
replacement cost of $13.5 million.  We anticipate an investment of
approximately $500,000 to upgrade the buildings and equipment in
the coming quarters, and about $300,000 in one-time, double
running costs and moving expenses through year end. We expect to
begin to generate savings in 2014."

Mr. Johnsen said he would like to thank the Rocky Mount City
Council, the Carolinas Gateway Partnership, the North Carolina
Department of Commerce, and the Edgecombe County Board of
Commissioners for their support, and for assistance with financial
incentives for growth.  These partnerships and collaboration of
support were key to the decision to locate and expand in Rocky
Mount.

                        About Acme United

Acme United Corporation is a worldwide supplier of innovative
cutting, measuring and safety products to the school, home,
office, hardware and industrial markets.  Its brands include
Westcott(R), Clauss(R), Camillus(R), PhysiciansCare (R) and Pac
Kit(R).

                      About RoomStore, Inc.

With more than $300 million in net sales for its fiscal year
ending 2010, Richmond, Virginia-based RoomStore, Inc., was one of
the 30 largest furniture retailers in the United States.
RoomStore also offers its home furnishings through Furniture.com,
a provider of Internet-based sales opportunities for regional
furniture retailers.

RoomStore filed for Chapter 11 bankruptcy (Bankr. E.D. Va. Case
No. 11-37790) on Dec. 12, 2011, following store-closing sales at
four of its retail stores, located in Hoover, Alabama;
Fayetteville, North Carolina; Tallahassee, Florida; and Baltimore,
Maryland.  At the time of the filing, the Company operated a chain
of 64 retail furniture stores, including both large-format stores
and clearance centers in eight states: Pennsylvania, Maryland,
Virginia, North Carolina, South Carolina, Florida, Alabama, and
Texas.  It also had five warehouses and distribution centers
located in Maryland, North Carolina, and Texas that service the
Retail Stores.

RoomStore also owns 65% of Mattress Discounters Group LLC, which
operates 80 mattress stores (as of Nov. 30, 2011) in the states of
Delaware, Maryland and Virginia and in the District of Columbia.
RoomStore acquired the MDG stake after MDG's second bankruptcy in
2008.  MDG sought Chapter 11 relief on Sept. 10, 2008 (Bankr. D.
Md. Case Nos. 08-21642 and 08-21644). It filed the first Chapter
11 bankruptcy on Oct. 23, 2002 (Bankr. D. Md. Case No. 02-22330),
and emerged on March 14, 2003.

Judge Douglas O. Tice, Jr., presides over RoomStore's case.
Lawyers at Lowenstein Sandler PC serve as the Debtor's bankruptcy
counsel.  Kaplan & Frank, PLC, serves as local counsel.  FTI
Consulting, Inc., serves as the Debtor's financial advisors and
consultants. American Legal Claims Services, LLC, serves as its
notice and claims agent. Lucy L. Thomson of Alexandria, Virginia,
was appointed as consumer privacy ombudsman.

RoomStore filed a plan of liquidation in June 2012 that provides
for the sale of inventory and remaining assets to generate
sufficient cash to pay secured and unsecured creditors in full.

RoomStore's balance sheet at Nov. 30, 2011, showed $59.57 million
in total assets, $57.75 million in total liabilities, and
stockholders' equity of $1.82 million. The Debtor disclosed
$44,624,007 in assets and $34,746,919 in liabilities as of the
Chapter 11 filing. The petition was signed by Stephen Girodano,
president and chief executive officer.

Liquidator Hilco Merchant Resources, Inc., is represented in the
case by Gregg M. Galardi, Esq., at DLA Piper LLP (US); and Robert
S. Westermann, Esq., and Sheila de la Cruz, Esq., at Hirschler
Fleischer, P.C.

The U.S. Trustee for Region 4 named seven members to the official
committee of unsecured creditors in the case.  The Creditors
Committee tapped Hunton & Williams LLP as its counsel.


SAN BERNARDINO, CA: Bankruptcy OK Gives Troubled Cities Leverage
----------------------------------------------------------------
Law360 reported that a California federal judge's Aug. 28 ruling
that the city of San Bernardino could remain under bankruptcy
protection based on its insolvency and lack of alternatives sets a
low bar for Chapter 9 eligibility and boosts distressed
municipalities' leverage in prebankruptcy negotiations with
creditors including pension funds, lawyers say.

In granting the city's request to continue under Chapter 9, Judge
Meredith Jury held that city officials satisfied all the
requirements of state and federal law before they placed the city
in bankruptcy, the report related.

                    About San Bernardino, Calif.

San Bernardino, California, filed an emergency petition for
municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code
(Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012.  San
Bernardino, a city of about 210,000 residents roughly 65 miles
(104 km) east of Los Angeles, estimated assets and debts of more
than $1 billion in the bare-bones bankruptcy petition.

The city council voted on July 10, 2012, to file for bankruptcy.
The move lets San Bernardino bypass state-required mediation with
creditors and proceed directly to U.S. Bankruptcy Court.

The city is represented that Paul R. Glassman, Esq., at Stradling
Yocca Carlson & Rauth.

San Bernardino joined two other California cities in bankruptcy:
Stockton, an agricultural center of 292,000 east of San Francisco,
and Mammoth Lakes, a mountain resort town of 8,200 south of
Yosemite National Park.

The City was granted Chapter 9 protection on Aug. 28, 2013.


SEARS HOLDINGS: Incurs $194 Million Net Loss in 2nd Quarter
-----------------------------------------------------------
Sears Holdings Corporation filed with the U.S. Securities and
Exchange Commission its quarterly report on Form 10-Q disclosing a
net loss attributable to the Company's shareholders of $194
million on $8.87 billion of revenues for the 13 weeks ended
Aug. 3, 2013, as compared with a net loss attributable to
shareholders of $132 million on $9.46 billion of revenues for the
13 weeks ended July 28, 2012.

For the 26 weeks ended Aug. 3, 2013, the Company incurred a net
loss attributable to shareholders of $473 million on $17.32
billion of revenues, as compared with net income attributable to
shareholders of $57 million on $18.73 billion of revenues for the
26 weeks ended July 28, 2012.

The Company's balance sheet at Aug. 3, 2013, showed $19.27 billion
in total assets, $16.45 billion in total liabilities and $2.82
billion in total equity.

"At the end of the second quarter, our financial flexibility
remains strong with cash of approximately $700 million,
availability under our credit facilities of approximately $1.6
billion and inventory, net of payables, of approximately $4.8
billion.  During the first half, we generated approximately $290
million of proceeds from real estate transactions," said Rob
Schriesheim, Holdings' chief financial officer.  "While we believe
that we continue to have potential options relating to our
protection agreement business, we have not decided what actions,
if any, to take with regard to this business.  Regardless of the
outcome of this process, we have made significant progress toward
our goal to raise at least $500 million of additional liquidity in
2013.  With regard to the objectives we outlined in our February
earnings release, we remain on track to reduce 2013 peak domestic
inventory by $500 million from the 2012 level of $8.6 billion at
the end of the third quarter as a result of stores already or
expected to be closed, initiatives underway to reduce slow-moving
inventory and modest productivity improvement.  This action is
expected to generate $300 million of cash after consideration of
related payables.  We also expect to further reduce our fixed cost
base by another $200 million, much of which will occur in the
second half."

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

                        http://is.gd/k3PTGc

                           About Sears

Hoffman Estates, Illinois-based Sears Holdings Corporation
(Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full-
line and specialty retail stores in the United States and Canada.
Sears Holdings operates through its subsidiaries, including Sears,
Roebuck and Co. and Kmart Corporation.  Sears Holdings also owns a
94% stake in Sears Canada and an 80.1% stake in Orchard Supply
Hardware.  Key proprietary brands include Kenmore, Craftsman and
DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the
Apostrophe and Covington brands.  It also has the Country Living
collection, which is offered by Sears and Kmart.

Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary
Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on
Jan. 22, 2002.  Kmart emerged from chapter 11 protection on May 6,
2003, pursuant to the terms of an Amended Joint Plan of
Reorganization.  John Wm. "Jack" Butler, Jr., Esq., at Skadden,
Arps, Slate, Meagher & Flom, LLP, represented the retailer in its
restructuring efforts.  The Company's balance sheet showed
$16,287,000,000 in assets and $10,348,000,000 in debts when it
sought chapter 11 protection.  Kmart bought Sears, Roebuck & Co.,
for $11 billion to create the third-largest U.S. retailer, behind
Wal-Mart and Target, and generate $55 billion in annual revenues.
Kmart completed its merger with Sears on March 24, 2005.

                         Negative Outlook

Standard & Poor's Ratings Services in January 2012 lowered its
corporate credit rating on Hoffman Estates, Ill.-based Sears
Holdings Corp. to 'CCC+' from 'B'.  "We removed the rating from
CreditWatch, where we had placed it with negative implications on
Dec. 28, 2011.  We are also lowering the short-term and commercial
paper rating to 'C' from 'B-2'.  The rating outlook is negative,"
S&P said.

"The corporate credit rating reflects our projection that Sears'
EBITDA will be negative in 2012, given our expectations for
continued sales and margin pressure," said Standard & Poor's
credit analyst Ana Lai.  She added, "We further expect that
liquidity could be constrained in 2013 absent a turnaround
or substantial asset sales to fund operating losses."

Moody's Investors Service in January 2012 lowered Sears Holdings
Family and Probability of Default Ratings to B3 from B1.
The outlook remains negative. At the same time Moody's affirmed
Sears' Speculative Grade Liquidity Rating at SGL-2.

The rating action reflects Moody's expectations that Sears will
report a significant operating loss in fiscal 2011.  Moody's added
that the rating action also reflects the company's persistent
negative trends in sales, which continue to significantly
underperform peers.

As reported by the TCR on Dec. 7, 2012, Fitch Ratings has affirmed
its long-term Issuer Default Ratings (IDR) on Sears Holdings
Corporation (Holdings) and its various subsidiary entities
(collectively, Sears) at 'CCC' citing that The magnitude of Sears'
decline in profitability and lack of visibility to turn operations
around remains a major concern.


SOLEDAD REDEVELOPMENT: S&P Alters Outlook & Keeps BB+ Bonds Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook to negative
on Soledad Redevelopment Agency, Calif.'s series 2007A and 2007B
tax increment bonds.  At the same time, Standard & Poor's affirmed
its 'BB+' long-term rating on the bonds.

"The rating action reflects our view of the agency's management
practice of not reporting enough funds on its last recognized
obligation payment schedule (ROPS) in order to adequately cover
debt service payments," said Standard & Poor's credit analyst Li
Yang.

The rating also reflects S&P's view of the bond's:

   -- Very low maximum annual debt service coverage of 1.03x in
      fiscal 2013;

   -- Moderately high volatility ratio (base-year to total
      assessed value, or AV) of 0.35 in fiscal 2013;

   -- Uneven semi-annual debt service payments, which require the
      successor agency to include reserves on its future ROPS to
      make timely senior debt service payments without accessing
      debt service reserves; and

   -- Modest concentration in the project area's leading 10
      taxpayers.

Moderating factors, in S&P's view, include the project area's:

   -- Available bond proceeds ($4.3 million remaining) that can be
      used to pay debt service if necessary, according to
      management, and

   -- Fully funded cash debt reserve fund, totaling $1.5 million
      as of the end of fiscal 2013.

The bonds are secured by tax increment revenue collected from the
agency's single project area, which includes a 525-acre original
project area and an additional 225 acres that was added in 2006.


SPRINGLEAF FINANCE: Fitch Raises Issuer Default Rating to 'B-'
--------------------------------------------------------------
Fitch Ratings has upgraded the long-term Issuer Default Rating
(IDR) and senior unsecured debt ratings of Springleaf Finance
Corporation to 'B-' from 'CCC' and assigned a Stable Rating
Outlook. Fitch has also upgraded the preferred stock ratings of
AGFC Capital Trust I to 'CC/RR6' from 'C/RR6'.

Key Rating Drivers

The rating upgrades primarily reflect the significant progress
made by the company toward repaying near-term debt and extending
its liquidity runway, combined with improved operating
performance, highlighted by the return to profitability in 2Q13.
These improvements are counterbalanced by significant remaining
debt maturities in 2017, as well as the monoline nature of
Springleaf's business of lending to subprime consumers, which will
attract increased regulatory scrutiny.

Pro forma for actions taken subsequent to quarter end (e.g.
secured loan paydowns, real estate securitization, termination of
swap positions), Fitch estimates the company had $995 million of
unrestricted cash at June 30, 2013, which could be used to fund
new loan originations and/or repay debt. The company could also
elect to sell a portion (or all) of its investment portfolio ($546
million at June 30, 2013) or securitize unencumbered assets
(estimated pro forma $1.9 billion at June 30, 2013) in order to
generate incremental liquidity. Fitch believes the company has
adequate sources of liquidity to originate new loans and meet its
debt obligations through 2016.

That said, Fitch remains concerned with the company's $5.1 billion
of debt maturing in 2017. Fitch expects the company to seek to
refinance at least a portion of this debt via the capital markets,
although this strategy carries execution risk, particularly in a
rising rate environment. Absent refinancing of a material portion
of the debt, Fitch believes that Springleaf could be challenged to
meet its 2017 debt maturities.

Leverage, as measured by adjusted debt to adjusted tangible
equity, declined to 8.2x at June 30, 2013 from 9.2x in 2012.
However, reported leverage is calculated on a push-down accounting
basis following the majority sale of Springleaf to Fortress
Investment Group LLC from American International Group, Inc. in
2010. Fitch also views leverage on a historical cost basis, which
adds back the asset and debt discounts recorded as part of the
application of push-down accounting. On this basis, Fitch
estimates leverage was 9.4x at June 30, 2013. Under both metrics,
Fitch views Springleaf's leverage as improved, but still higher
than other subprime lenders.

The Stable Outlook reflects Fitch's view that Springleaf's
liquidity profile, leverage and operating performance have
stabilized, and may potentially improve over the near to
intermediate term, absent a material market stress.

Rating Sensitivities

Fitch believes additional upward rating momentum could potentially
be warranted if 2017 debt maturities are proactively addressed,
profitability is sustained over an extended period of time, asset
quality is further improved, and leverage declines to a level more
in-line with higher rated consumer finance companies. That said,
potential upward momentum would likely be limited to a below
investment grade level, given Springleaf's monoline focus on
subprime consumer lending and the potential for increased
regulatory scrutiny.

Conversely, an inability to refinance existing debt at reasonable
costs, substantial credit quality deterioration, potential new and
more onerous rules and regulations, as well as potential
shareholder-friendly actions given the high private equity
ownership, could generate negative rating momentum or may result
in notching the senior unsecured rating below the current IDR.

Fitch has upgraded the following ratings:

Springleaf Finance Corporation
-- Long-term IDR to 'B-' from 'CCC'
-- Senior unsecured debt to 'B-/RR4' from 'CCC/RR4'

AGFC Capital Trust I
-- Preferred stock to 'CC/RR6' from 'C/RR6'

The Rating Outlook is Stable.


SPX CORP: Moody's Cuts CFR to 'Ba2' & 2 Sr. Notes Rating to 'Ba3'
-----------------------------------------------------------------
Moody's Investors Service downgraded SPX Corporation's Corporate
Family Rating to Ba2 from Ba1 and the company's PDR to Ba2-PD from
Ba1-PD. Moody's also downgraded the company's $500 million Senior
Notes due 2014 to Ba3 and the $600 million Senior Notes due 2017
to Ba3 from Ba2. Moody's affirmed the Speculative Grade Liquidity
Rating at SGL-3 with the downgrade of the CFR. The rating outlook
was changed to Stable from Negative reflecting the expectation
that SPX is unlikely to delever sufficiently or experience a
strong enough operating performance so as to result in a near term
ratings upgrade. SPX is an industrial company with three segments:
Flow Technology, Thermal Equipment and Services, and Industrial
Products and Services with 2012 FY sales of approximately $5.1
billion.

Ratings Rationale:

The rating downgrade reflects the company's underperformance since
its 2011 acquisition of Clyde Union. At the conclusion of placing
SPX under review for possible downgrade, Moody's assigned a
negative ratings outlook on November 7, 2011 due primarily to the
increased leverage from the GBP500 million Clyde Union
acquisition. Although progress has been made from the peak
leverage levels, credit metrics and operating performance have
failed to return to levels consistent with the Ba1 rating.
Moreover, Moody's notes that the company recently reduced the
midpoint of the range for its 2013 earnings guidance. Moody's
anticipates that acquisitions will continue to be a core part of
SPX's growth strategy as evidenced by $2.6 billion of goodwill and
intangibles. As a result of the company's acquisition strategy,
Moody's believes SPX is likely to re-lever its balance sheet
occasionally to absorb future acquisitions. In sum, the Clyde
Union integration track record, acquisition practices, shareholder
friendly stance which add to leverage, significant level of
intangibles, and Moody's expectations for SPX's intermediate term
performance as well as a diminished confidence in the company's
ability to successfully deleverage on a timely basis following
future acquisitions, are supportive of the Ba2 CFR rating.

Although Moody's expects that modest revenue growth and expense
reduction efforts will strengthen SPX's position within the Ba2
rating category over the medium term, the Ba2 Corporate Family
Rating is constrained by the company's high leverage with Debt to
EBITDA of over 4 times and low EBITA to Interest coverage of less
than 3 times as of LTM 6/30/2013 (all numbers on a Moody's
adjusted basis). Moreover, the rating incorporates uncertainty
around the firm's long term capital structure.

The rating is supported by the company's significant global
platform, diverse end market exposure, and recent deleveraging
initiatives including a $250 million discretionary domestic
pension contribution. The rating also benefits from its geographic
diversity, significant scale, long operating history in numerous
businesses, and management's focus on productivity.

The Ba3 ratings on the company's $500 million Senior Notes due
2014 and $600 million Senior Notes due 2017, reflects the Notes'
position of first loss given that SPX's unsecured notes are the
most junior material obligations in the company's capital
structure. The Ba3 rating on the respective notes issues also
reflect the significant amount of senior secured obligations in
SPX's liability structure, comprised of a $300 million domestic
revolving credit facility, a $300 million multicurrency revolving
credit facility, and a Senior Secured Term Loan of $475 million.
Moody's notes that the company's revolvers and Term Loan (not
rated by Moody's) are secured by stock in the material
subsidiaries (65% for of the foreign material subsidiaries) with a
ratings trigger that would grant a security interest in all
property (above $10 million in size as defined) if Moody's
Corporate Family Rating was at a Ba2 or less and S&P was at a BB
or less.

The SGL-3 rating reflects Moody's expectation of SPX to have
adequate liquidity over the next 12 -- 18 months. The SGL-3 is
supported by the company's modest capital expenditure, over $300
million of cash as of 6/30/13, the expectation for positive free
cash flow generation, and good availability under its revolving
credit facilities. Moody's notes that the company's next debt
maturity is its $500 million senior notes that are due December
2014. The SGL-3 reflects the expectation that SPX will remain in
compliance with its covenants over the next 12 -- 18 months.

Issuer: SPX Corporation

Affirmations:

  Speculative Grade Liquidity: SGL -- 3

Downgrades:

  CFR: Ba2 from Ba1

  PDR: Ba2-PD from Ba1-PD

  $500 million Senior Notes due 2014: Ba3 LGD5 71% from Ba2 LGD4
  69%

  $600 million Senior Notes due 2017: Ba3 LGD5 71% from Ba2 LGD4
  69%

Rating Outlook: The rating outlook was changed to Stable from
Negative

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

The Stable rating outlook reflects the expectation of moderately
improving performance over the next 12 to 18 months as it
continues to digest its Clyde Union acquisition.

Although not anticipated, the ratings or outlook could be
downgraded if there was a more aggressive financial policy,
deteriorating credit metrics or additional debt-funded
acquisitions result in Debt to EBITDA over 4.5 times or EBITA to
Interest below 2.25 times on a sustainable basis.

Given SPX's current credit metrics and Moody's expectation for
modest near-term improvement, an upgrade in the near term is
unlikely. However, continued deleveraging and a successful
integration of its future acquisitions (anticipated no sooner than
2013) with Debt to EBITDA expected to be below 3.5 times and Free
Cash Flow to Debt above 15% would provide positive ratings
traction. Nevertheless, upward ratings traction is constrained by
financing policies for acquisitions which lead to a cycle that
leverages its balance sheet meaningfully for acquisitions followed
by a deleveraging upon successful integration.

SPX is a diversified industrial manufacturer with operations in
over 35 countries and sales in over 150 countries around the
world. The company operates in three segments: Flow Technology,
Thermal Equipment and Services, and Industrial Products and
Services, and key products include pumps, heat exchangers, thermal
heat transfer products, and transformer solutions. In 2012, the
company generated sales of approximately $5.1 billion.


STELLAR BIOTECHNOLOGIES: To Present at Rodman Conference
--------------------------------------------------------
Stellar Biotechnologies, Inc., will present at the Rodman and
Renshaw 2013 Annual Global Investment Conference in New York City
from Sept. 8 to 10, 2013.

Date:

Monday, Sept. 9, 2013
Time: 12:05 p.m. Eastern Time
Location: Millennium Broadway Hotel - Room 7.02, New York, NY
Webcast: http://wsw.com/webcast/rrshq23/SBOTF

Conference participation is limited by capacity and registration
is required.  Please contact Rodman and Renshaw representative for
more information.

The presentation will be available on the investor relations
section of Stellar Biotechnologies' Web site at
http://stellarbiotechnologies.com/investors/profile_presentations/
following the presentation date.

                          License Agreement

Stellar filed with the U.S. Securities and Exchange Commission a
copy of its License Agreement with University of Guelph.

The University holds patent rights, technology and confidential
information relating to polysaccharides for use as immunotherapies
and diagnostics for Clostridium difficile.  Stellar desires to
license certain rights regarding the Invention from UNIVERSITY in
accordance with this Agreement.

A full-text copy of the License Agreement is available at:

                        http://is.gd/ptI6Xu

                            About Stellar

Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s
business is to commercially produce and market Keyhole Limpet
Hemocyanin ("KLH") as well as to develop new technology related to
culture and production of KLH and subunit KLH ("suKLH")
formulations.  The Company markets KLH and suKLH formulations to
customers in the United States and Europe.

KLH is used extensively as a carrier protein in the production of
antibodies for research, biotechnology and therapeutic
applications.

The Company's balance sheet at March 31, 2013, showed
US$1.4 million in total assets, US$4.6 million in total
liabilities, and a stockholders' deficit of US$3.2 million.
The Company reported a net loss of US$4.4 million on US$177,208 of
revenues for the six months ended Feb. 28, 2013, compared with a
net loss of US$2.1 million  on US$193,607 of revenues for the six
months ended Feb. 29, 2012.


STRIKE MINERALS: Delays Filing of Annual Financial Statements
-------------------------------------------------------------
Strike Minerals Inc. on Aug. 30 disclosed that it was not able to
file its annual financial statements, accompanying Management's
Discussion and Analysis and related CEO and CFO Certifications of
Annual Filings for the financial year ended April 30, 2013, within
the period prescribed for the filing of such documents under Parts
4 and 5 of Regulation 51-102 respecting Continuous Disclosure
Obligations and pursuant to Regulation 52-109 respecting
Certification of Disclosure in Issuers' Annual and Interim
Filings, namely within 120 days of year-end, being August 29,
2013.

The Company is currently not in a position to timely file its 2013
Annual Financial Statements, primarily as a result of additional
time required to secure financing and, subsequently, for its
auditors to complete the audit of the Company's annual financial
statements.

The Company's Board of Directors and its management will be
working expeditiously with the Company's auditors to meet the
Company's obligations relating to the filing of the 2013 Annual
Financial Statements.  The Company expects to file the 2013 Annual
Financial Statements on or before October 15, 2013.

As a result of the postponement in the filing of its 2013 Annual
Financial Statements, the Company has made an application to the
Ontario Securities Commission for a management cease trade order,
which would restrict all trading in securities of the Company,
whether direct or indirect, by management of the Company.  The
MCTO would not affect the ability of shareholders who are not
insiders of the Company to trade their securities.  There is no
certainty that the MCTO will be granted.  If the MCTO is not
issued by the OSC, the applicable Canadian securities regulatory
authorities could issue a general cease trade order against the
Company for failure to file the 2013 Annual Financial Statements
within the prescribed time period.

The Company confirms that it intends to satisfy the provisions of
the alternative information guidelines found at sections 4.3 and
4.4 of Policy Statement 12-203 respecting Cease Trade Orders for
Continuous Disclosure Defaults, for so long as it remains in
default as a result of the late filing of the 2013 Annual
Financial Statements.  During the period of default, Strike will
issue bi-weekly default status reports in the form of further
press releases, which will also be filed on SEDAR.  The Company
confirms that there are no insolvency proceedings against it as of
the date of this press release.  The Company also confirms that
there is no other material information concerning the affairs of
the Company that has not been generally disclosed as of the date
of this press release.

The Company also announces an update to the timeline under its
forbearance agreement under which an agreement to forbear from
exercising rights and remedies under the Senior Secured Gold
Stream Credit Agreement dated February 21, 2012, as amended by a
letter agreement dated February 21, 2013, all as more particularly
outlined in Strike's press release of April 30, 2013.  While the
timeframes provided in the forbearance agreement have passed, all
parties thereunder continue to work together to allow the Company
to pursue refinancing options.

                           About Strike

Headquartered in Toronto, Ontario, Strike Minerals is a TSX-V
listed company that is engaged in the exploration and development
of precious metal properties in Canada.  Its primary property is
the former producing Edwards Gold Mine property in the Goudreau -
Lochalsh Gold Camp near Wawa, Ontario.


SWJ MANAGEMENT: Sept. 4 Hearing on Bid to Transfer Case to NJ
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene a hearing on Sept. 4, 2013, at 10 a.m., to consider
the request to transfer the Chapter 11 case of SWJ Management LLC.

Donald W. Clarke, Esq., at Wasserman, Jurista & Stolz, P.C., on
behalf of First Connecticut Holding Group, LLC IV, asked that
Court transfer the Debtor's case to the Bankruptcy Court for the
District of New Jersey in the interest of justice.

Mr. Clarke related that the Debtor's petition was filed by Richard
Annunziata in an effort by Mr. Annunziata to hinder, delay or
defeat the jurisdiction of the New Jersey Courts since 1999, the
Bankruptcy Court for Connecticut since 2002, and the Bankruptcy
Court for New Jersey since 2011.

Mr. Clarke asserted that the principal places of business of SWJ
Management, the Liberty Debtors and FCHG IV are located in New
Jersey.

                     About SWJ Management LLC

New York-based SWJ Management LLC filed for Chapter 11 (Bankr.
S.D.N.Y. Case No. 13-12123) on June 28, 2013.  Judge Allan L.
Gropper oversees the case.  The Law Offices of David Carlebach,
Esq., serves as the Debtor's counsel.  In its petition, the Debtor
estimated $50 million to $100 million in both assets and debts.
The petition was signed by Richard Annunziata, managing member.

An affiliate, Ridgewood Realty of LL, SK Mulberry Contract, filed
a separate Chapter 11 petition (Case No. 12-14085) on Sept. 28,
2012.

The FCHG IV and Liberty Harbor Holding, LLC, et al.'s cases are
all pending before the Bankruptcy Judge for the District of New
Jersey, and are awaiting the resolution of state court litigation
over a long-standing ownership dispute.  All of the properties
listed in LHH and FCHG IV are also included in the Debtor's NY
petition.  All of the properties claimed as assets in the SWJ/NY
Petition were supposedly purchased by SWJ Management from the
similarly named SWJ Holdings.  All of these properties have been
the subject of an ownership dispute that has been in litigation
before the New Jersey Courts since 1999, the Bankruptcy Court for
Connecticut since 2002 and the Bankruptcy Court for New Jersey
since 2011.   Trial is scheduled to commence Sept. 30, 2013,
before the Hon. James Rothschild.


TIMIOS NATIONAL: Inks Indemnification Pacts with Select D&Os
------------------------------------------------------------
Timios National Corporation entered into an indemnification
agreements with certain of its officers and directors.  The
Company's Board of Directors approved the form of Agreement and
selected the directors and officers with whom to enter into the
Agreement in accordance with the Company's Amended and Restated
Certificate of Incorporation and Bylaws, as amended.

The Agreement requires the Company, among other things, to
indemnify the director or officer to "the fullest extent"
permitted by law, including, among other things, specified
expenses and liabilities, such as attorneys' fees, judgments,
fines and settlements paid by the indemnitee in connection with
any action, suit or proceeding arising out of the indemnitee's
status or service as the Company's director or officer, and to
advance expenses incurred by the indemnitee in connection with any
proceeding against the indemnitee with respect to which the
indemnitee may be entitled to indemnification by the Company.

                       About Timios National

Timios National Corporation (formerly known as Homeland Security
Capital Corporation) was incorporated in Delaware on Aug. 12,
1997, under the name "Celerity Systems, Inc."  In August 2005, the
Company changed its name to "Homeland Security Capital
Corporation" and changed its business plan to seek acquisitions of
and joint ventures with companies operating in the homeland
security business sector and, until July 2011, operated soley as a
provider of specialized, technology-based, radiological, nuclear,
environmental, disaster relief and electronic security solutions
to government and commercial customers.  The Company's corporate
headquarters is located in Arlington, Virginia.

Timios National disclosed a net loss of $2.76 million for the year
ended Dec. 31, 2012, as compared with a net loss of $3.98 million
for the year ended June 30, 2011.  The Company's balance sheet at
June 30, 2013, showed $4.87 million in total assets, $2.44 million
in total liabilities and $2.42 million in total stockholders'
equity.


TARGETED MEDICAL: Selects William Horne as CFO
----------------------------------------------
Targeted Medical Pharma, Inc., has appointed William B. Horne as
the company's chief financial officer.  He will oversee all
aspects of the company's fiscal operations and financial
reporting.

"I am very pleased to have William join our growing management
team," said William Shell, M.D., the company's CEO and chief
science officer.  "His leadership and financial experience in the
public and private healthcare sectors is a tremendous asset for
Targeted Medical Pharma as we continue to execute on our growth
strategy, driven by the increasing demand for cost-effective
therapeutic alternatives such as medical foods across the
healthcare sector."

Mr. Horne brings to Targeted Medical Pharma, a combination of
experience in both early stage and mature environments with a 20
year record of success at managing corporate financial operations
for fast-growing private and public companies.  Mr. Horne
previously held the position of CFO at various companies,
including OptimisCorp, a privately held healthcare technology
company, and Patient Safety Technologies, Inc. (OTCBB: PSTX), a
publicly traded medical device company. He also held supervisory
positions at Price Waterhouse, LLP, and received a Bachelor of
Arts in Accounting from Seattle University where he graduated
magna cum laude.

Pursuant to the Horne Employment Agreement, Mr. Horne is entitled
to receive a base salary of $200,000 per year.  Mr. Horne is also
eligible to earn a cash or equity bonus for each calendar year of
his employment.

Additional information about the terms of Mr. Horne's employment
is available for free at http://is.gd/YKJQRg

                      About Targeted Medical

Los Angeles, Calif.-based Targeted Medical Pharma, Inc., is a
specialty pharmaceutical company that develops and commercializes
nutrient- and pharmaceutical-based therapeutic systems.

Targeted Medical disclosed a comprehensive loss of $9.58 million
on $7.29 million of total revenue for the year ended Dec. 31,
2012, as compared with a comprehensive loss of $4.18 million on
$8.81 million of total revenue during the prior year.

The Company's balance sheet at March 31, 2013, showed $12.22
million in total assets, $14.20 million in total liabilities and a
$1.98 million total shareholders' deficit.

EFP Rotenberg, LLP, in Rochester, New York, issued a "going
concern" qualification on the consolidated financial statements
for the year ended Dec. 31, 2012.  The independent auditors noted
that the Company has losses for the year ended Dec. 31, 2012,
totaling $9,586,182 as well as accumulated deficit amounting to
$13,684,789.  Further the Company does not have adequate cash and
cash equivalents as of Dec. 31, 2012, to cover projected operating
costs for the next 12 months.  As a result, the Company is
dependent upon further financing, related party loans, development
of revenue streams with shorter collection times and accelerating
collections on the Company's physician managed and hybrid revenue
streams.


TMC FINANCIAL: Wins Favorable Judgment in Suit Over Note Default
----------------------------------------------------------------
Saint Lucia insurer Bancroft Life & Casualty ICC, Ltd. on Aug. 30
disclosed that it recently won a favorable judgment on all issues
in a complex lawsuit in federal court in Virginia.

The lawsuit, Bancroft Life & Casualty ICC, Ltd. v. TMC Financial,
et al., was filed by Bancroft in the United States District Court
for the Eastern District of Virginia in 2011 to collect on two
defaulted promissory notes with a total principal amount of
$480,000.  The two former certificate holders in Bancroft's group
insurance program against whom the lawsuit was filed asserted
sixteen counterclaims against Bancroft and various other parties,
including claims for breach of contract, fraud in the inducement,
statutory conspiracy, and violations of Virginia's insurance
statutes.  As one of the affirmative defenses, the former
certificate holders claimed that the loans they took from
Bancroft's reserves were never meant to be repaid and were, in
fact, an early return of premium.

Following an extensive discovery period that included examination
of Bancroft's structure, underwriting, claims history, and
commercial loan program, a five-day bench trial on the merits was
held before the Honorable T.S. Ellis, III in July and August 2013.
Following the bench trial, the court ruled that the former
certificate holders had failed to prove any of their claims,
including the claims for breach of contract, fraud, and statutory
conspiracy.  The court also granted Bancroft all of the relief
that it sought, including a declaratory judgment that the former
certificate holders were liable on the promissory notes and that
Bancroft could proceed to take possession of their assets to
satisfy the indebtedness, including default interest and
attorneys' fees.

In its 58-page findings of fact and conclusions of law, the
federal court ruled that, on issue after issue, the testimony of
Bancroft's witnesses was credible and persuasive.  The court also
noted that the testimony of individuals associated with
Intercontinental Captive Management Company, Ltd., with which
Bancroft had previously been engaged in litigation in
Pennsylvania, was not credible and was "infected with bias."  The
court also concluded that there was "no evidence that Bancroft was
not legally compliant with the laws to which it was subject or
that it was not a legitimate insurance company" and that the
"claims for fraud based on statements that Bancroft was a
legitimate insurance company that was legally compliant inside and
outside the United States fail."

Further, in a holding with potential implications for foreign
insurers, the court also held that Bancroft, which provided
coverage to the Virginia certificate holders pursuant to a group
insurance policy held by a foreign entity, was not required to
have a Virginia insurance license.

"Judge Ellis's findings provide judicial confirmation that the
sorts of toxic allegations that have been made against Bancroft's
operations and structure in related actions are factually
baseless," stated Bancroft's lead attorney, Kip Schwartz, of
Schwartz & Associates PLLC.  "Bancroft received all of the relief
it sought from the Court and plans to continue its campaign of
collection actions for the benefit of the certificate holders in
its Premium Lite group pool."

A copy of the Court's findings of fact and conclusions of law can
be found on Bancroft's website at Bancroft Life & Casualty, ICC,
Ltd. v. TMC Financial, et al.  A copy of the final judgment in the
case can also be found on Bancroft's website at Bancroft Life &
Casualty, ICC, Ltd. v. TMC Financial, et al.

                 About Schwartz & Associates PLLC

Schwartz & Associates PLLC --
http://www.schwartzassociates-law.com-- is based in the District
of Columbia and opened its doors on March 26, 2012.  It is a
national trial and litigation boutique law firm specializing in
complex commercial litigation matters including financial
services, employment, intellectual property, and fiduciary
liability.

             About Bancroft Life & Casualty ICC, Ltd.

Bancroft Life and Casualty ICC, Ltd. -- http://www.bancroftltd.net
-- is a licensed insurance company specializing in customized
business interruption and risk insurance.  Based in Saint Lucia,
Bancroft's insurance programs enable customers to prepare for
risks and continue operations without loss of revenue.  Bancroft
has the flexibility to create coverages to address the needs of
each individual client, no matter large or small.  It is regulated
by the Ministry of Finance in St. Lucia, its financial statements
are independently audited each year by BDO Seidman, and, since its
inception, Bancroft has voluntarily elected to file U.S. tax
returns.


TOMSTEN INC: Has Until Nov. 25 to Decide on Unexpired Leases
------------------------------------------------------------
The Hon. Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota extended the time for Tomsten, Inc., to
assume or reject unexpired leases:

     -- until Nov. 25, 2013, or
     -- confirmation of Tomsten Chapter 11 Plan.

Hennepin, Minnesota-based Tomsten, Inc., doing business as
Archiver's, filed a bare-bones Chapter 11 petition (Bankr. D.
Minn. Case No. 13-42153) in Minneapolis on April 29, 2013.  The
Debtor estimated assets of at least $10 million and liabilities of
at least $1 million as of the Chapter 11 filing.  The Debtor has
tapped and Michael L. Meyer, Esq., and the firm of Ravich Meyer
Kirkman McGrath Nauman & Tansey as counsel.  Judge Gregory F.
Kishel presides over the case.

The Official Unsecured Creditors' Committee is represented by Jay
Jaffe, Esq., at Faegre Baker Daniels LLP.


TRI-STATE EROSION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Tri-State Erosion Control Co., Inc.
        901 Route 168, Suite 107
        Turnersville, NJ 08012

Bankruptcy Case No.: 13-28857

Chapter 11 Petition Date: August 28, 2013

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

Judge: Judith H. Wizmur

Debtor's Counsel: Scott H. Marcus, Esq.
                  SCOTT H. MARCUS & ASSOCIATES
                  121 Johnson Road
                  Turnersville, NJ 08012
                  Tel: (856) 227-0800
                  Fax: (856) 227-7939
                  E-mail: smarcus@marcuslaw.net

Scheduled Assets: $777,204

Scheduled Liabilities: $1,898,870

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/njb13-28857.pdf

The petition was signed by Mark Brenza, president.


TRANSAKT LTD: Incurs $1.2-Mil. Net Loss in Second Quarter
---------------------------------------------------------
TransAKT Ltd. filed its quarterly report on Form 10-Q, reporting a
net loss of $1.2 million on $40,157 of sales for the three months
ended June 30, 2013, compared with a net loss of $211,849 on $nil
sales for the same period last year.

The Company reported a net loss of $1.7 million on $94,664 of
sales for the six months ended June 30, 2013, compared with a net
loss of $245,267 on $nil sales for the corresponding period of
2012.

The Company's balance sheet at June 30, 2013, showed $10.7 million
in total assets, $7.1 million in total liabilities, and
stockholders' equity of $3.6 million.

"The Company has incurred a net loss of $1,734,507 and $245,267
during the six months ended June 30, 2013, and 2012, respectively,
and has an accumulated deficit of $5,646,299 as of June 30, 2013.

A copy of the Form 10-Q is available at http://is.gd/Q8LKCb

                        About TransAKT Ltd.

Based in Yangmei City, Taoyuan, Taiwan, TransAKT Ltd., a Nevada
corporation, has operated principally as a research and
development company since its inception but abandoned its
telecommunications technology business in fiscal 2012.  Through
its wholly owned subsidiary, Vegfab Agricultural Technology Co.
Ltd., it is now engaged in the manufacture, marketing and sale of
hydroponic and LED based agricultural equipment for commercial and
home use.

                           *     *     *

As reported in the TCR on April 19, 2013, KCCW Accountancy Corp.,
in Diamond Bar, Calif., expressed substantial doubt about TransAKT
Ltd.'s ability to continue as a going concern, citing the
Company's accumulated deficit of $3,911,792 at Dec. 31, 2012,
including net losses of $1,338,033 and $337,463 during the years
ended Dec. 31, 2012, and 2011, respectively.


TRINSEO SA: S&P Lowers Corp. Credit Rating to 'B'; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Trinseo S.A. to 'B' from 'B+'.  The outlook is
stable.

At the same time, S&P lowered its rating on the $300 million
first-lien revolving credit facility guaranteed by the company to
'BB-' (two notches above S&P's corporate credit rating) from 'BB'.
The recovery rating on the facility remains unchanged at '1',
indicating S&P's expectation for very high (90% -100%) recovery in
the event of a payment default.

In addition, S&P lowered the issue rating on the first-lien senior
secured notes guaranteed by the company to 'B' (the same as the
corporate credit rating) from 'B+'.  The recovery rating on the
notes remains unchanged at '4', indicating S&P's expectation for
average (30% -50%) recovery in the event of a payment default.
The borrowers on the revolving credit facility and notes are
subsidiaries of Trinseo.

"The rating action reflects our expectations that EBITDA and cash
flow for 2013 and 2014 will be lower than we previously
anticipated, resulting in weaker than expected credit metrics,"
said Standard & Poor's credit analyst Paul Kurias.

"We currently expect the key ratio of FFO to total debt to be
between 8% and 10% for 2013, which is lower than our expectations
of over 12% at the previous rating.  Weakness in EBITDA from
existing operations is expected to more than offset gains from the
2013 launch of new high-margin synthetic rubber products, and a
reduction in fixed costs.  We do not expect operating performance
to improve meaningfully in 2014. Trinseo's operating performance
remains generally susceptible to economic downturns.  Importantly,
volatility in input costs, working capital requirements, product
pricing, and demand trends in key products result in a low level
of predictability of operating performance, and contribute to
risks to credit quality.  Trinseo's weak operating performance in
2013 mainly comes from weaker than expected demand in its
synthetic rubber, latex, and polycarbonates businesses.  In 2012
EBITDA was hurt by unfavorable pricing in Trinseo's styrenics
business, which has improved somewhat in the current year in terms
of operating performance.  Underlying these weaknesses has been
the anemic economic growth in key areas such as Europe, and in key
markets such as construction, tires, and paper.  We assume that
the company will continue to face demand and pricing challenges in
its business that constrain any meaningful improvement in EBITDA
over the next 12 months," S&P added.

"The stable outlook reflects our expectation that 2013 EBITDA will
at least be flat relative to 2012 levels.  A key assumption is
that liquidity will remain at levels we consider adequate, with
sources of funds exceeding uses by at least 1.2x, and that the
company will manage its revolver utilization so that it remains in
compliance with covenants.  We believe that if EBITDA remains at
2012 levels or improves the company will be able to maintain
adequate liquidity, and the ratio of FFO to total debt will be in
the 8% to 10% range that we consider appropriate at the ratings,"
S&P noted.

S&P will lower ratings if liquidity weakens, the company is unable
to comply with covenants, or EBITDA drops below 2012 levels
including if margins drop below 3.5%.  S&P will also lower ratings
if the ratio of FFO to total debt approaches 5% with no immediate
prospects for improvement.  S&P will consider a downgrade if free
cash flow continues to be negative beyond 2013, impairing
liquidity.

S&P do not envisage raising its rating on the company at this
point in time.  However, S&P would consider an upgrade if the
company successfully launches an IPO as previously planned,
reducing the ownership of the private equity sponsor below 40% and
reducing debt levels so that the ratio of FFO to total debt
exceeded 12% on a sustainable basis.  S&P considers this scenario
to be unlikely over the next 12 months.


TRISTAR WELLNESS: Incurs $1.7-Mil. Net Loss in Second Quarter
-------------------------------------------------------------
Tristar Wellness Solutions, Inc., filed its quarterly report on
Form 10-Q, reporting a net loss of $1.7 million on $1.3 million of
sales revenue for the three months ended June 30, 2013, compared
with a net loss of $172,000 on $1,000 of sales revenue for the
same period last year.

The Company reported a net loss of $3.9 million on $1.3 million of
sales revenue for the six months ended June 30, 2013, compared
with a net loss of $193,000 on $1,000 of sales revenue for the
corresponding period of 2012.

The Company's balance sheet at June 30, 2013, showed $6.3 million
in total assets, $7.0 million in total liabilities, and a
stockholders' deficit of $721,000.

"The Company has not yet established an ongoing source of revenue
sufficient to cover its operating costs and allow it to continue
as a going concern.  In addition, as of June 30, 2013, the Company
had an accumulated deficit of $13.7 million, and had incurred a
net loss for the six months ended June 30, 2013, of $3.9 million
and had negative working capital of $2.7 million.

"The consolidated financial statements for the fiscal year ended
Dec. 31, 2012, states that because the Company has suffered
recurring operating losses from operations, there is substantial
doubt about the Company's ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/sl58Qw

Westport Conn.-based Tristar Wellness Solutions, Inc., is a
company involved in developing, manufacturing and marketing HemCon
Medical Technologies Inc.'s innovative wound care/infection
control medical devices, as well as, developing, marketing and
selling NorthStar Consumer Products, LLC's Beaute de Maman(TM)
product line, which is a line of skincare and other products
specifically targeted for pregnant women, as well as developing
the Soft and Smooth Assets.


TUBE CITY: S&P Puts 'BB-' CCR on CreditWatch Developing
-------------------------------------------------------
Standard & Poor's Ratings Services said it placed its ratings,
including the 'BB-' corporate credit rating, on Glassport, Pa.-
based Tube City IMS Corp. on CreditWatch with developing
implications.

The CreditWatch listing follows The Pritzker Organization's
announcement that it will acquire all outstanding shares of TMS
International for about $1 billion, or $17.50 per share, in a cash
transaction funded by a combination of debt and equity.  TMS
International will become a privately held company, and S&P will
need to evaluate the new capital structure and liquidity once the
acquisition is concluded.

"Standard & Poor's will monitor the progress toward closing the
transaction and evaluate the company's financing plans.  We will
also assess any operational and strategic changes proposed by The
Pritzker Organization," said Standard & Poor's credit analyst
Chiza Vitta.


UNIVAR NV: Bank Debt Trades At 2% Off
-------------------------------------
Participations in a syndicated loan under which Univar NV is a
borrower traded in the secondary market at 98.13 cents-on-the-
dollar during the week ended Friday, August 30, 2013, according to
data compiled by LSTA/Thomson Reuters MTM Pricing and reported in
The Wall Street Journal.  This represents a drop of 0.34
percentage points from the previous week.  The loan matures on
June 30, 2017.  The company pays 350 basis points above LIBOR to
borrow under the facility.  The bank debt carries Moody's B2 and
Standard & Poor's B+ rating.  The loan is one of the biggest
gainers and losers among 254 widely quoted syndicated loans with
five or more bids in secondary trading for the week ended Friday.

Univar N.V. -- http://www.univarcorp.com/-- is one of the largest
distributors of industrial chemicals and providers of related
services to a diverse set of end markets in the US, Canada and
Europe.  In April 2007, the company purchased ChemCentral
Corporation, the fourth largest chemicals distributor in the US,
for a purchase price of about $650 million, which resulted in the
combined entities becoming the largest chemicals distributor in
North America.  The company had pro forma revenues (including
ChemCentral Corporation) of $8.3 billion for the LTM ended
June 30, 2007.


UPPER NASSAU: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Upper Nassau Bay L.P.
        18290 Upper Bay Road
        Nassau Bay, TX 77058

Bankruptcy Case No.: 13-35266

Chapter 11 Petition Date: August 28, 2013

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

Judge: Jeff Bohm

Debtor's Counsel: Barbara Mincey Rogers, Esq.
                  ROGERS & ANDERSON, PLLC
                  1415 North Loop West, Suite 1020
                  Houston, TX 77008
                  Tel: (713) 868-4411
                  Fax: (713) 868-4413
                  E-mail: brogers@ralaw.net

Scheduled Assets: $4,714,069

Scheduled Liabilities: $3,556,576

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/txsb13-35266.pdf

The petition was signed by Alan Longhurst, president of general
partner, Alan Longhurst, Inc.


WALTER ENERGY: Bank Debt Trades at 4% Off
-----------------------------------------
Participations in a syndicated loan under which Walter Energy Inc
is a borrower traded in the secondary market at 94.46 cents-on-
the-dollar during the week ended Friday, August 30, 2013 according
to data compiled by LSTA/Thomson Reuters MTM Pricing and reported
in The Wall Street Journal.  This represents an increase of 0.46
percentage points from the previous week, The Journal relates.

Walter Energy, Inc., headquartered in Birmingham, Alabama, is
primarily a metallurgical coal producer which also produces
metallurgical coke, steam and industrial coal, and natural gas.
The company acquired met coal producer Western Coal Corporation in
April 2011.


WINDSTREAM CORP: Holding Co Formation No Impact on Fitch Ratings
----------------------------------------------------------------
Fitch Ratings believes Windstream Corporation's (Windstream)
formation of a holding company is neutral to its credit profile.
Windstream's Issuer Default Rating (IDR) is 'BB+' and the Rating
Outlook is Negative.

Effective at 4 p.m. EDT Aug. 30, 2013, Windstream Corporation will
become a subsidiary of Windstream Holdings, Inc., through a
conversion of Windstream's common shares into the equivalent
number of shares of Windstream Holdings. Windstream Corporation
will continue to be the primary obligor for the currently
outstanding debt, and there will be no change in the assets or
operations supporting its existing debt.


WVSV HOLDINGS: Rival Chapter 11 Plans Revised
---------------------------------------------
WVSV Holdings, L.L.C., and 10K, LLC, a secured creditor, delivered
with the U.S. Bankruptcy Court for the District of Arizona revised
Chapter 11 plan of reorganization and accompanying disclosure
statements.

Under the Debtor-proposed Plan, funding to pay creditors will be
from cash on hand; proceeds from the sale of any of the Debtor's
property; DIP Loan proceeds; and infusions of equity, if
necessary.  The Debtor believes that it will have sufficient cash
on hand to meet all the Plan's obligations.  The Debtor's best
projections are this figure will be no less than $300,000 (for
attorneys' fees), and perhaps as much as $800,000 -- if the
January 15, 2013 payment is factored, as well as additional
expenses.

10K's Plan proposes two options: Option A -- The the Plan will be
funded by the Bankruptcy Estate's sale of 855 acres of Tract A to
10K for the purchase price of $8,551,000; and Option B -- 10K's
Class 2 judgment claim, Class 4 secured claim, Class 6 litigation
claim, and Class 7 administrative claim against the Bankruptcy
Estate will be deemed satisfied by the transfer to 10K of all of
the Bankruptcy Estate's right, title, and interests, both legal
and equitable, in and to all real property, personal property, and
contract rights.

The Debtor-proposed Plan will impair the secured claim of KPHV,
LLC, which will release its lien for payment at the rate of $200
per acre sold.  All unpaid principal and interest at the rate of
12% per annum will be due and payable on or before March 20, 2015.
The 10K Amended Creditor's Plan will not impair KPHV's secured
claim and will pay the allowed amount of the claim in full from
cash on hand of the bankruptcy estate.

10K, LLC's judgment claim is unimpaired and will be paid in full
under the Debtor-sponsored Plan although the Debtor disputes the
asserted amount of the claim, which is $284,179.  Under 10K's
Plan, its judgment claim will be deemed satisfied by a credit
against the purchase price to be paid by 10K as part of the sale.
10K, LLC's secured claim is also unimpaired and will be paid in
full under the Debtor-sponsored Plan.  10K also asserts an
unsecured claim in the amount of $417,000,000.  The Debtor denies
liability on this claim.

General unsecured claims under the Debtor-sponsored Plan are
impaired and will receive 100% of its allowed general unsecured
claim.  Payments to general unsecured claims will be made in four
equal semi-annual payments, the first of which will commence 60
days after the Effective Date. Interest will accrue on these
claims at the federal judgment interest rate.

A full-text copy of the Disclosure Statement explaining the
Debtor's Amended Plan, dated Aug. 27, 2013, is available for free
at http://bankrupt.com/misc/WVSVdebtords0827.pdf

A full-text copy of the Disclosure Statement, explaining the 10K
Creditor's Amended Plan, dated Aug. 27, 2013, is available for
free at http://bankrupt.com/misc/WVSV10kds0827.pdf

The Debtor is represented by the Law Offices of MICHAEL W. CARMEL,
LTD., in Phoenix, Arizona.

10K is represented by Michael McGrath, Esq., and David J. Hindman,
Esq., at MESCH, CLARK & ROTHSCHILD, P.C., in Tucson, Arizona; and
Daniel Dowd, Esq., and Daniel Durchslag, Esq., at COHEN KENNEDY
DOWD & QUIGLEY, P.C., in Phoenix, Arizona.


YUCAIPA TOWING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Yucaipa Towing, Inc.
        21921 Alessandro Boulevard
        Moreno Valley, CA 92553

Bankruptcy Case No.: 13-24588

Chapter 11 Petition Date: August 28, 2013

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

Judge: Deborah J. Saltzman

Debtor's Counsel: Elaine Nguyen, Esq.
                  WEINTRAUB & SELTH, APC
                  11766 Wilshire Boulevard, Suite 1170
                  Los Angeles, CA 90025
                  Tel: (310) 207-1494
                  Fax: (310) 442-0660
                  E-mail: elaine@wsrlaw.net

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

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

A copy of the Company's list of its 20 largest unsecured creditors
filed with the petition is available for free at:
http://bankrupt.com/misc/cacb13-24588.pdf

The petition was signed by George Acosta, president.


ZACH ALBRIGHT: Case Summary & Unsecured Creditor
------------------------------------------------
Debtor: Zach Albright & Associates, LLC
        512 Wesley Oaks Circle
        Saint Simons Island, GA 31522

Bankruptcy Case No.: 13-12142

Chapter 11 Petition Date: August 28, 2013

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

Debtor's Counsel: J. Nevin Smith, Esq.
                  SMITH CONERLY, LLP
                  402 Newnan Street
                  Carrollton, GA 30117
                  Tel: (770) 834-1160
                  Fax: (770) 834-1190
                  E-mail: cstembridge@smithconerly.com

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

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

The petition was signed by William Zachary Albright, manager.

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

        Entity                     Nature of Claim    Claim Amount
        ------                     ---------------    ------------
Certus Bank                        113 Corporate        $2,177,413
100 Tom Reeve Drive                Drive, Carrollton,
Carrollton, GA 30117               GA 30117


XHIBIT CORP: Incurs $4.3-Mil. Net Loss in Second Quarter
--------------------------------------------------------
Xhibit Corp. filed its quarterly report on Form 10-Q, reporting a
net loss of $4.3 million on $16.5 million of revenues for the
three months ended June 30, 2013, compared with a net loss of
$341,714 on $2.4 million of revenues for the same period last
year.

The Company reported a net loss of $5.4 million on $20.3 million
of revenues for the six months ended June 30, 2013, compared with
a net loss of $518,274 on $4.5 million of revenues for the
comparable period of 2012.

"The SkyMall Merger was completed on May 16, 2013.  Accordingly,
the results of operations for the three and six months ended
June 30, 2013, include the operating results of SkyMall from the
May 16, 2013 merger date.

"The Company had an operating loss of $5.3 million for the six
months ended June 30, 2013, as compared to an operating loss of
$0.5 million for the six months ended June 30, 2012, an increase
in loss of $4.8 million.

"Of the $4.8 million increase in operating loss, $1.0 million was
attributable to SkyMall operating activities.  The remaining
$3.8 million increase in loss is the result of a number of factors
including: $2.0 million in non-cash stock-based compensation
($1.6 million for consulting services in connection with the
SkyMall Merger and $0.4 million in non-cash stock-based
compensation paid to employees), increased depreciation and
amortization of $0.5 million, legal and professional fees of
$0.3 million and increased selling and marketing expenses of
$0.7 million incurred primarily to develop and support the sales
of our nutraceutical products."

The Company's balance sheet at June 30, 2013, showed $75.0 million
in total assets, $49.4 million in total liabilities, and
stockholders' equity of $25.6 million.

"The Company has incurred significant losses from operations for
the six months ended June 30, 2013, has used approximately
$6.4 million in cash from operations through this current six
month period, and has a working capital deficit of approximately
$25.5 million at June 30, 2013.  As a result, a risk exists
regarding our ability to continue as a going concern."

A copy of the Form 10-Q is available at http://is.gd/iOnnCZ

On May 16, 2013, Tempe, Ariz.-based Xhibit Corp. entered into an
Agreement and Plan of Merger among Xhibit, Project SMI Corp., a
Delaware corporation and wholly-owned subsidiary of Xhibit ("SMI
Merger Sub"), SHC Parent Corp., a Delaware corporation ("SHC"),
and TNC Group, Inc., an Arizona corporation and Stockholder
Representative for the SHC stockholders.

Pursuant to the terms of the Merger Agreement, on May 16, 2013,
SMI Merger Sub merged with and into SHC (the "SkyMall Merger"),
with SHC surviving the SkyMall Merger as a wholly-owned subsidiary
of Xhibit.  SHC is the parent corporation of SkyMall Interests,
LLC, a Delaware limited liability company ("Interests"), SkyMall,
LLC, a Delaware limited liability company, and SkyMall Ventures,
LLC, a Delaware limited liability company ("Ventures," and,
collectively with SHC, Interests and SkyMall, LLC, the "SkyMall
Companies" or "SkyMall").  The former shareholders of SHC became
shareholders of Xhibit, receiving 44,440,000 shares of Xhibit
common stock as part of the SkyMall Merger.

The Company, through its subsidiaries other than the SkyMall
Companies, is an online marketing and digital advertising company
providing targeted and measurable online advertising campaigns and
programs for a broad base of advertisers and advertising agency
customers.  The Company enables marketers to advertise and sell
their products and services through major online marketing
channels including display advertising and affiliate marketing
networks.  The Company also markets and sells nutraceutical
products online.

The SkyMall Companies operate (i) SkyMall, a multi-channel, direct
marketer offering a wide array of merchandise from numerous direct
marketers and manufacturers through the SkyMall catalog and
website, SkyMall.com; and (ii) SkyMall Ventures, a provider of
merchandise, gift cards and experiential rewards reaching millions
of loyalty program members in various corporate and other loyalty
programs throughout the country.


* Visa, MasterCard Merchants Better with Pact, Expert Says
----------------------------------------------------------
Christie Smythe, writing for Bloomberg News, reported that
merchants will be better off with a multibillion-dollar price-
fixing settlement with Visa Inc. and MasterCard Inc. over swipe
fees than they would be if they went to trial, a court appointed
expert said.

Alan O. Sykes, a New York University law professor, found that
U.S. merchants face "a substantial probability of failure" if they
proceed with the case, according to a memorandum filed on Aug. 29
in Brooklyn, New York federal court, the report related.  Sykes,
who was asked by U.S. District Judge John Gleeson to weigh in on
the pact, also found some concerns with legal releases and the
possible impact of certain rule changes promised in the deal.

"The expected returns to continued litigation are highly
uncertain," Sykes said in the memorandum, the report added.
"Plaintiffs face a substantial probability of securing little or
no relief at the conclusion of trial."

Announced last July, the settlement was estimated at one time to
be worth as much as $7.25 billion and was described by lawyers for
the plaintiffs as the largest-ever U.S. antitrust accord, the
report recalled.

Dozens of major retailers, including the world's biggest, Wal-Mart
Stores Inc., opposed the deal, claiming merchants should receive
more money, the report said.  They contend promised rule changes
wouldn't be helpful and that the card companies would have too
much freedom to raise fee rates in the future.


* Bankruptcy Filings Slightly Higher in August, NACM Index Shows
----------------------------------------------------------------
The National Association of Credit Management's (NACM's) Credit
Managers' Index (CMI) for August returned to the growth patterns
of earlier this summer.  The numbers look impressive again, and
the index sits at 56.4, up nearly a full point from July's 55.5.
The last few months were a little volatile, but not unexpected.
The surge that kicked off the summer was based primarily on
expectations, but as the second quarter came to an end there was
some fear that business anticipated too much, too fast.  The big
jump from the April index's 53.3 to May's 55.6 was followed by a
couple of months that looked OK, but which didn't carry the
momentum forward significantly.  July now looks like a month that
gave businesses a chance to regroup and consider what the rest of
the year would really look like, as the August numbers are the
best in over 18 months, and higher than the previous peak in June.

Sales returned to early summer levels, bouncing up to 63.1 after
falling below 62 last month.  This is a level not seen in well
over a year and a half.  New credit applications also jumped,
though not as dramatically, and remains a little under the record
pace it set in May.  The current reading is 58.7, only a little
below May's 59.2.  Another good sign is that dollar collections
jumped into the 60s for the first time since the recession
started, sitting at 60.4.  The last of the favorable categories,
amount of credit extended, showed substantial improvement,
although this month did not break the record set in May when it
reached 65.  The current reading is 63.3, almost a full point
better than last month.  Overall, the index of favorable factors
is back in the 60s.  At 61.4, it is the highest level reached in
well over two years.

Some important trends showed up in the unfavorable factors index
as well.  The gain noted in new credit applications, a favorable
factor, was somewhat tempered by the lack of progress in
rejections of credit applications, which retreated from 53.2 in
July to 52.7 in August.  "This suggests that some troubled
companies are trying to access credit in the hopes they will see a
turnaround sooner than later," said NACM Economist Chris Kuehl,
PhD.  There was also some decline in accounts placed for
collection, from 53.6 to 52.5, again suggesting some companies are
struggling this summer.  "As noted in last month's report, a
pattern is developing that will test weaker companies.  As major
competitors make their move, the others in that sector will
struggle to hang onto their market share, and some will be better
prepared than others," he said.

The rest of the unfavorable factors showed some progress.
Disputes improved from 51 to 51.6.  Dollar amount beyond terms
made a substantial recovery after slumping to 48.5 in July.  It
now stands at 51.1 -- not a record breaker by any stretch, but
trending in the right direction, Mr. Kuehl noted.  Dollar amount
of customer deductions also made a very slight gain from 51 to
51.4. Finally, filings for bankruptcies trended slightly higher,
from 58.2 to 58.7.

Overall, the index of unfavorable factors was mostly flat,
improving slightly from 52.6 to 53.  The majority of the action in
August was in the favorable categories, while the unfavorable
numbers stayed roughly the same.  "This bodes pretty well for the
coming months, as long as nothing affects sales numbers
drastically," Mr. Kuehl said.

       About The National Association of Credit Management

NACM, headquartered in Columbia, Maryland, supports more than
15,000 business credit and financial professionals worldwide with
premier industry services, tools and information.  NACM and its
network of affiliated associations are the leading resource for
credit and financial management information, education, products
and services designed to improve the management of business credit
and accounts receivable.  NACM's collective voice has influenced
federal legislative policy results concerning commercial business
and trade credit to its nation's policy makers for more than 100
years, and continues to play an active part in legislative issues
pertaining to business credit and corporate bankruptcy.  Its
annual Credit Congress is the largest gathering of credit
professionals in the world.


* Fewer U.S. Banks Fail as Industry Continues to Heal
-----------------------------------------------------
Michael R. Crittenden, writing for The Wall Street Journal,
reported that the gradual strengthening of the U.S. banking
industry has largely ended one of the hallmarks of the financial
crisis: the Aug. 30 night scramble to close scores of failing
banks.

According to the report, when Phoenix-based Sunrise Bank of
Arizona was closed by regulators, it became the 20th bank failure
of the year. In 2010, the worst year for bank failures since 1992,
regulators closed the 20th bank in mid-February.

The report said the change reflects the resurgence of U.S. banks,
which have seen their combined earnings climb for 16 consecutive
quarters. The Federal Deposit Insurance Corp reported on Aug. 29
that banks earned $42.2 billion between April and June of this
year, up 23% from the same period of 2012. It was the second
consecutive quarter that banks reported record profits; the
industry earned $40.3 billion in the first three months of the
year.

The agency also said banks increased lending modestly during the
second quarter of this year and more than 90% of the nearly 7,000
U.S. banks reported a second-quarter profit, the report added.

"We're looking today at a banking industry that is significantly
stronger than it was three years ago," FDIC Chairman Martin
Gruenberg told reporters on Aug. 29, the report further related.


* Fitch: Global Reinsurance Outlook Still Stable, Pricing to Fall
-----------------------------------------------------------------
Fitch Ratings' outlook for global reinsurance sector ratings
remains stable, with the agency expecting to affirm the majority
of its current reinsurance ratings in 2014. Supporting factors
include capital strength and continued profitability. In the
absence of a major catastrophe, a persistent, low-yielding
investment environment and softening (falling) prices are the key
factors that could lead to a deterioration of the sector's credit
profile.

"The investment environment is likely to provide the greatest
challenge to the reinsurance sector in 2014," says Martyn Street,
co-head of Reinsurance at Fitch. "We expect continued low interest
rates, which will make it more challenging for reinsurers to
achieve similar 2014 profitability to that forecast for 2013."

Fitch expects broader softening of prices at the key 1 January
2014 renewal and beyond, assuming no significant loss events take
place, due to surplus underwriting capacity. While premium growth
is likely to continue into 2014, in the absence of a major loss
event, prices are expected to fall.

"There is likely to be a disparity in overall pricing movements,
but soft market conditions are likely to broaden to more product
classes," says Brian Schneider, co-head of Reinsurance at Fitch.
"While Fitch expects prices to remain adequate across major
classes, underwriting discipline will be tested. We also expect
continued competition between traditional and alternative
reinsurance."

Fitch expects reserves to develop favourably overall, but the
level of surplus is expected to decline somewhat, adding pressure
to run-rate profitability.

In order to trigger a sector outlook revision from stable to
negative, a single loss event of USD60bn, coupled with a sudden
spike in interest rates of 300bp or more and an inability for
reinsurers to replenish lost capital would be necessary. This
would likely result in negative rating actions. Fitch considers
such a combination to be rare.

More than 94% of the reinsurers rated by Fitch have a Stable
Outlook, with the remainder having a Positive Outlook. Fitch rates
more than 65 reinsurers globally. The stable outlook on the
reinsurance industry means that Fitch expects to affirm the
majority of reinsurers' ratings over the next 12-24 months.
* Moody's Says Outlook on US Personal Lines Insurers Sector Stable
------------------------------------------------------------------
Moody's stable outlook for the US property-casualty (P&C) personal
insurance industry reflects the industry's focus on price adequacy
given low re-investment rates, along with improvements in
underwriting and risk management, and balance sheet strength
despite catastrophe losses, says Moody's Investors Service in its
latest industry outlook "Stable Outlook for US P&C Personal Lines
Insurers: Intense but Orderly Competition Among Industry Leaders"

"Auto pricing continues to rise, and is outpacing liability loss
cost trends as insurers seek to protect operating margins and stem
the impact of low re-investment rates", said Moody's analyst
Enrico Leo. However, we note that rate increases are moderating as
severity trends which previously increased have begun to
decelerate."

"Direct writers of auto insurance continue to gain market share
and possess significant competitive advantages in terms of
economies of scale, low expense ratios, and the ability to offer
competitive prices to consumers", says Leo. In order to generate
growth, some agency writers have recently announced intentions to
lower expenses and set their rates more competitively. Going
forward we expect competition to remain intense, but orderly.

Homeowners' insurers continue to institute rate increases, tighten
underwriting standards, and implement other risk management
initiatives in response to high catastrophe and weather-related
losses over the last few years, according to Moody's, and, as a
result, underwriting margins are improving. The employment of
sophisticated data analytics in front-end underwriting will remain
a key driver for insurers seeking to improve profitability in this
volatile business line.

Insurers will remain focused on bottom line profitability, while
emphasizing product retention, cost efficiency, and data
analytics. Insurers are also increasingly employing online
capabilities for policy issuance and claims servicing, as
consumers demand more choice around insurance buying decisions.

Moody's also published its latest industry scorecard for the US
personal lines insurance sector which is a point-in-time analysis
of a specific sector within the global insurance industry and
highlights the key credit factors Moody's reviews when assessing
insurers in this sector.

Moody's industry outlooks indicate the rating agency's forward-
looking assessment of fundamental credit conditions that will
affect the creditworthiness of an industry over the next 12-18
months.


* Moody's Says Outlook on US Commercial Line Insurers Stable
------------------------------------------------------------
Moody's stable outlook for the US property-casualty (P&C)
commercial insurance industry reflects an expectation of moderate
rate firming pushing underwriting margins into favorable territory
over the next 12-18 months, coupled with improved risk selection
and claims processes, which are leading to durable reductions in
volatility, says Moody's Investors Service in its latest industry
outlook "Stable Outlook for US P&C Commercial Lines Insurers: Good
Fundamentals, but not a Hard Market."

"We expect commercial casualty rates to remain firmly in positive
territory as carriers maintain price discipline to address
combined ratios which remain above 100%, weak investment income,
despite the gradual uptick in new money rates, and elevated
catastrophe loss potential," said Moody's Vice President and
Senior Credit Officer Pano Karambelas. "However, the sector's
prospects for outsized earnings growth will be constrained
relative to previous hard markets, as plentiful capacity and slow
economic growth impose a ceiling on rates," added Karambelas.

Notably, property lines seem most susceptible to a loss of pricing
momentum because of increased competition and meaningful price
reductions in the catastrophe reinsurance market at mid-year
renewals, says the rating agency.

In addition, while the absence of meaningful redundancies in loss
reserves encourages price discipline, the margin for error to
cushion reserve volatility has narrowed. A longer term challenge
associated with reserving is the potential for unexpected claims
inflation, particularly related to rising medical claim costs in
workers' compensation, notes Moody's.

Moody's report notes tools including catastrophe models,
predictive models, and capital models with economic scenario
generators are helping to indentify and manage sources of earnings
and capital volatility, a credit positive. When properly used,
these tools have prompted actions designed to reduce volatility
and may help reduce the overall amplitude of the underwriting
cycle, says Moody's.

Moody's also published its latest industry scorecard for the US
P&C commercial lines insurance sector which is a point-in-time
analysis of a specific sector within the global insurance industry
and highlights the key credit factors Moody's reviews when
assessing insurers in this sector.

Moody's industry outlooks indicate the rating agency's forward-
looking assessment of fundamental credit conditions that will
affect the creditworthiness of an industry over the next 12-18
months.


* BOND PRICING -- For Week From August 26 to 30, 2013
-----------------------------------------------------

  Company               Ticker  Coupon Bid Price  Maturity Date
  -------               ------  ------ ---------  -------------
AES Eastern Energy LP   AES       9.67       3.1       1/2/2029
AES Eastern Energy LP   AES          9      1.75       1/2/2017
Affinion Group
  Holdings Inc          AFFINI  11.625        61     11/15/2015
AGY Holding Corp        AGYH        11    52.063     11/15/2014
Alion Science &
  Technology Corp       ALISCI   10.25    58.322       2/1/2015
ATP Oil & Gas Corp/
  United States         ATPG    11.875       0.5       5/1/2015
Buffalo Thunder
  Development
  Authority             BUFLO    9.375    31.875     12/15/2014
California Baptist
  Foundation            CALBAP     7.8     6.222      5/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ     10.5    20.375      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ       12     12.75      6/30/2019
Cengage Learning
  Acquisitions Inc      TLACQ    13.25     1.375      7/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ     10.5    20.375      1/15/2015
Cengage Learning
  Acquisitions Inc      TLACQ    13.25     1.375      7/15/2015
Cengage Learning
  Holdco Inc            TLACQ    13.75     1.375      7/15/2015
Champion
  Enterprises Inc       CHB       2.75     0.375      11/1/2037
Eastman Kodak Co        EK           7         2       4/1/2017
Eastman Kodak Co        EK        9.95       1.5       7/1/2018
Eastman Kodak Co        EK         9.2     2.913       6/1/2021
Energy Conversion
  Devices Inc           ENER         3     7.875      6/15/2013
Energy Future
  Holdings Corp         TXU       5.55        50     11/15/2014
Federal Home Loan Banks FHLB      1.55      96.5      6/13/2023
FiberTower Corp         FTWR         9         1       1/1/2016
GMX Resources Inc       GMXR         9      14.9       3/2/2018
GMX Resources Inc       GMXR       4.5     4.875       5/1/2015
James River Coal Co     JRCC       4.5    38.725      12/1/2015
James River Coal Co     JRCC     3.125    21.666      3/15/2018
LBI Media Inc           LBIMED     8.5        30       8/1/2017
Lehman Brothers
  Holdings Inc          LEH          1      21.5      8/17/2014
Lehman Brothers
  Holdings Inc          LEH          1      21.5      8/17/2014
Lehman Brothers
  Holdings Inc          LEH       0.25      21.5      1/26/2014
Lehman Brothers
  Holdings Inc          LEH       1.25      21.5       2/6/2014
Lehman Brothers
  Holdings Inc          LEH          1      21.5      3/29/2014
Lehman Brothers Inc     LEH        7.5      19.5       8/1/2026
Lion Connecticut
  Holdings Inc          INTNED    6.75        99      9/15/2013
Mashantucket Western
  Pequot Tribe          MASHTU     6.5     15.25       7/1/2036
Overseas Shipholding
  Group Inc             OSG       8.75     90.75      12/1/2013
Penson Worldwide Inc    PNSN         8     8.625       6/1/2014
Platinum Energy
  Solutions Inc         PLATEN   14.25     57.85       3/1/2015
PMI Group Inc/The       PMI          6        31      9/15/2016
Powerwave
  Technologies Inc      PWAV     1.875     0.875     11/15/2024
Powerwave
  Technologies Inc      PWAV     1.875     0.875     11/15/2024
Residential
  Capital LLC           RESCAP   6.875        33      6/30/2015
Savient
  Pharmaceuticals Inc   SVNT      4.75      17.5       2/1/2018
School Specialty Inc    SCHS      3.75    38.375     11/30/2026
Terrestar Networks Inc  TSTR       6.5        10      6/15/2014
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25     4.182      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU         15     25.37       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25       5.5      11/1/2015
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU       10.5      5.85      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU         15      26.1       4/1/2021
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU       10.5       5.5      11/1/2016
Texas Competitive
  Electric Holdings
  Co LLC / TCEH
  Finance Inc           TXU      10.25         5      11/1/2015
TMST Inc                THMR         8         9      5/15/2013
UAL 2000-2 Pass
  Through Trust         UAL      7.762     2.008      4/29/2049
USEC Inc                USU          3      32.5      10/1/2014
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS       8.75    32.294       2/1/2019
Verso Paper
  Holdings LLC /
  Verso Paper Inc       VRS     11.375    39.011       8/1/2016
WCI Communities
  Inc/Old               WCI          4       0.5       8/5/2023
Western Express Inc     WSTEXP    12.5    63.625      4/15/2015
Western Express Inc     WSTEXP    12.5    63.625      4/15/2015



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers"
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
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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
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                           *********

S U B S C R I P T I O N   I N F O R M A T I O N

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,
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Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo
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Editors.

Copyright 2013.  All rights reserved.  ISSN: 1520-9474.

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